CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION


                             ACCESSPOINT CORPORATION



         We the undersigned James W. Bentley and Tom M. Djokovich, President and
Secretary, respectively, of Accesspoint Corporation do hereby certify:

         That the Board of Directors of said  corporation,  and the Shareholders
of said corporation, at meetings duly convened and held on the 25th day of June,
1999, adopted a resolution to amend the original articles as follows:

1.       Article FOURTH is hereby amended to read as follows:

                  FOURTH.  Authorized Capital. The aggregate number of shares of
         stock which the Corporation shall have the authority to issue is Thirty
         Million (30,000,000) shares, which are divided into Twenty-Five Million
         (25,000,000)  shares of Common  Stock,  par value one mil  ($.001)  per
         share (the  "Common  Stock"),  and Five Million  (5,000,000)  shares of
         Preferred Stock, $.001 par value per share (the "Preferred Stock").

                  Preferred   Stock.   The  Corporation  may  divide  and  issue
         Preferred  Stock in series.  Preferred Stock of each series when issued
         shall be designated to distinguish  them from shares of other series of
         Preferred  Stock.  The Board of Directors of the  Corporation is hereby
         expressly  vested with the  authority  to divide the class of Preferred
         Stock into series and fix and  determine  by  resolution  the  relative
         rights and  preferences of the shares of any such series so established
         to the full  extent  permitted  by the laws of the State of Delaware in
         respect of the following:

                  (A) The number of shares to  constitute  such series,  and the
                  distinctive designations thereof;

                  (B) The rate and preference of dividends,  if any, the time of
                  payment of dividends, whether dividends are cumulative and the
                  date from which any dividends shall accrue;

                  (C) Whether  shares may be redeemed and, if so, the redemption
                  price and the terms and conditions of redemption;

                  (D) The amount  payable  upon shares in the event of voluntary
                  and involuntary liquidation;


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                  (E)  Sinking  fund  or  other  provisions,  if  any,  for  the
                  redemption or purchase of shares;

                  (F) The terms and conditions on which shares may be converted;

                  (G) Voting rights, if any; and

                  (H)  Variations  in the  relative  rights and  preferences  as
                  between  the  series,  including,   without  limitation,   any
                  restriction  on an  increase  in the  number  of shares of any
                  series theretofore  authorized,  any rights of Preferred Stock
                  shareholders to receive  dividends in the form of Common Stock
                  or Preferred  Stock,  and any  limitation  or  restriction  of
                  rights or powers to which shares of any future series shall be
                  subject.

2.       Article FOURTEENTH is hereby added to read as follows:

                  The  authorized  number of  directors  shall be such number as
         fixed by the Bylaws  until  changed  by  amendment  of the Bylaws  duly
         adopted  as set forth in the Nevada  revised  Statutes.  The  directors
         shall be divided into two classes.  The first class of directors  shall
         consist of one-half of the total number or directors.  The second class
         of  directors  shall  consist  of  one-half  of  the  total  number  of
         directors.  If the total number of directors consists of an odd number,
         then each class of  directors  shall  consist of a number of  directors
         approximating  as close as  reasonably  possible  one-half of the total
         number of directors,  as may be  determined by the Bylaws.  The term of
         office of the first  class shall  expire at the first,  and the term of
         office of the second class shall expire at the second,  annual  meeting
         of shareholders  held after the first election of directors in classes.
         At the first  meeting of  shareholders  at which  directors are elected
         after this Article  Fourteenth  becomes  effective,  directors shall be
         elected in  classes as set forth  herein,  with the  directors  in each
         class to be determined as provided in connection  with that election or
         if no  provision  is made in  connection  with the  election,  with the
         directors  receiving  the most votes  serving the longest  terms.  Each
         director  shall serve  until the end of the term for which  elected and
         until a successor has been elected and qualified.  Notwithstanding  the
         foregoing,  and  except as  otherwise  required  by law,  whenever  the
         holders of any one or more classes or series of  outstanding  preferred
         shares shall have the right, voting separately as a class or series, to
         elect  one or more  directors  of the  corporation,  the  terms  of the
         director or directors elected by those holders shall expire at the next
         succeeding  annual  meeting of  shareholders.  This Article  Fourteenth
         shall  become   effective  when  the  corporation   becomes  a  "listed
         corporation" within the meaning of California Corporations Code Section
         301.5(d).

3.       Article FIFTEENTH is hereby added to read as follows:

                  "The   Corporation   hereby   eliminates   the  right  of  its
         shareholders  to


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         cumulate  their  voting  power  for the  election  of  directors.  This
         amendment  to  Article   Fifteenth  shall  become  effective  when  the
         corporation  becomes a  "listed  corporation"  within  the  meaning  of
         California Corporations Code Section 301.5(d).


4.       Article SIXTEENTH is hereby added to read as follows:

                  "The  following  provisions are inserted for the management of
         the business and for the conduct of the affairs of the Corporation, and
         for further definition,  limitation and regulation of the powers of the
         corporation and of its directors and stockholders:

                  (A) The number of directors of the  corporation  shall be such
                  as from  time to time  shall be  fixed  by,  or in the  manner
                  provided in the Bylaws.  Election of directors  need not be by
                  ballot unless the Bylaws so provide.

                  (B) The  Board  of  Directors  shall,  to the  fullest  extent
                  allowed  pursuant to the Nevada Revised  Statutes,  have power
                  without the assent or vote of the stockholders:

                           (i)  To   prepare   and  file  any   certificate   of
                           designation   with   regard   to   Preferred   Stock,
                           establishing  the designation of any class or series,
                           the  number  of the class or  series  and the  voting
                           powers,   designations,   preferences,   limitations,
                           restrictions  and  relative  rights  of any  class or
                           series of Preferred Stock;

                           (ii) To prepare and file any  amendment  to or of any
                           certificate of designation  pertaining to shares of a
                           class or series of  Preferred  Stock  which have been
                           issued;

                           (iii) To make, alter, amend, change, add to or repeal
                           the Bylaws of the Corporation;

                           (iv) To fix and vary the  amount to be  reserved  for
                           any proper purpose;

                           (vi) To  determine  the use  and  disposition  of any
                           surplus or net profits;  and to fix the times for the
                           declaration and payment of dividends; and

                           (vii) To determine from time to time whether,  and to
                           what times and places,  and under what conditions the
                           accounts and books of the corporation (other than the
                           stock  ledger)  or any of them,  shall be open to the
                           inspection of the stockholders.


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                  (C) The directors in their  discretion may submit any contract
                  or act for approval or  ratification  at any annual meeting of
                  the  stockholders,  at any meeting of the stockholders  called
                  for the purpose of  considering  any such act or contract,  or
                  through a written  consent in lieu of a meeting in  accordance
                  with  the  requirements  of the  Nevada  Revised  Statutes  as
                  amended from time to time,  and any contract or act that shall
                  be so approved or be so ratified by the vote of the holders of
                  a  majority  of  the  stock  of  the   corporation   which  is
                  represented  in  person  or by proxy at such  meeting,  (or by
                  written consent whether received  directly or through a proxy)
                  and entitled to vote thereon (provided that a lawful quorum of
                  stockholders be there represented in person or by proxy) shall
                  be as valid and as binding upon the  corporation  and upon all
                  the stockholders as though it had been approved,  ratified, or
                  consented to by every stockholder of the corporation,  whether
                  or not the  contract or act would  otherwise  be open to legal
                  attack  because  of  directors'  interest,  or for  any  other
                  reason.

                  (D) In addition to the powers and  authorities  stated  herein
                  above,  or by  statute  expressly  conferred  upon  them,  the
                  directors are hereby empowered to exercise all such powers and
                  do all such acts and things as may be exercised or done by the
                  corporation;  subject,  nevertheless, to the provisions of the
                  Nevada Revised  Statutes,  of these Articles of Incorporation,
                  and to any Bylaws from time to time made by the  stockholders;
                  provided, however, that no Bylaws so made shall invalidate any
                  prior act of the directors which would have been valid if such
                  Bylaw had not been made.


         The number of shares of the  corporation  outstanding  and  entitled to
vote on an amendment to the Articles of  Incorporation  as of June 25, 1999, was
14,160,000;  that the said  changes and  amendment  have been  consented  to and
approved by a majority vote of the  stockholders  holding at least a majority of
each class of stock outstanding and entitled to vote thereon.


                                                       By: /s/ James W. Bentley
                                                       -------------------------
                                                       James W. Bentley,
                                                       President


                                                       By: /s/ Tom M. Djokovich
                                                       -------------------------
                                                       Tom M. Djokovich,
                                                       Secretary


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State of California        )
                           ) ss.
County of Orange           )


On July 30,  1999,  before  me,  MaryAnn  Bentley,  personally  appeared  Tom M.
Djokovich and James W. Bentley,  personally  known to me (or proved to me on the
basis  of  satisfactory  evidence)  to be the  person(s)  whose  name(s)  is/are
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the  same  in  his/her/their  authorized  capacity(ies),  and  that by
his/her/their  signature(s) on the instrument the person(s),  or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.


By: /s/ MaryAnn Bentley
------------------------------------
MaryAnn Bentley,
Notary Public













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