SECOND AMENDMENT TO ENGAGEMENT LETTER


         THIS SECOND AMENDMENT TO ENGAGEMENT AGREEMENT  ("Amendment") is entered
into and made  effected  this 30th day of May 2001  pertaining  to an engagement
which commenced May 14th, 2001 by and between Accesspoint Corporation,  a Nevada
corporation  ("Company"),   and  John  Dupont,  an  individual   ("Consultant").
Accesspoint  Corporation  and/or  Consultant  are sometimes  herein  referred to
individually as a "party" and collectively as the "parties."

         This Amendment shall,  and hereby does,  amend that certain  Engagement
Letter by and between the parties  hereto dated  November 13, 2000  ("Engagement
Letter") so that the term of the consulting and advisory services to be provided
by  Consultant  pursuant  to  Section  1(a) of the  Engagement  Letter  shall be
extended three (3) months. Such consulting and advisory services shall terminate
on August 14,  2001.  The terms of the  services to be  provided  by  Consultant
pursuant to Section 1(b) of the  Engagement  Agreement  shall remain  unchanged.
Section 2, entitled  Term, of the Engagement  Agreement  shall be deemed amended
and revised accordingly.

         This Amendment shall,  and hereby does,  amend that certain  Engagement
Letter so that the compensation for financial  consulting and advisory  pursuant
to Section  3(a) of the  Engagement  Letter  shall be in the form of fully paid,
unregistered  and  non-assessable  shares of common  stock,  par value $.001 per
share  (the  "Shares"),   of  the  Company  equal  to  Thirty  Thousand  Dollars
($30,000.00)  calculated at a per share price of one dollar and forty five cents
($1.45)  each for a total  issuance  of twenty  thousand  six hundred and ninety
(20,690) Shares. Consultant acknowledges and understands that the Shares will be
subject to transfer and sale  restrictions  imposed  pursuant to SEC Rule 144 of
the  Rules  promulgated  under  the  Securities  Act of  1933  ("Act")  and  the
regulations promulgated thereunder.

         This  Amendment  shall,  and hereby  does,  further  amend that certain
Engagement  Letter by and between the parties  hereto dated November 13, 2000 so
that the amount applied  towards the total  compensation  paid to Consultant for
services  under  Section  3(c) shall  include a portion of the  aggregate  total
consulting  compensation  paid to  Consultant  in Section 3(a), in the amount of
$54,000.00 dollars.

     The  compensation  set forth  pursuant  to Section  3(c) of the  Engagement
Agreement  shall remain  unchanged.  Section 3,  entitled  Compensation,  of the
Engagement Agreement shall be deemed amended and revised accordingly.

         IN WITNESS WHEREOF,  this Amendment is made effective on the date first
set forth above. All provisions of this Amendment are hereby  incorporated  into
the  Agreement.  This  Amendment is to be attached to the Agreement and become a
part of the Agreement.  This Amendment and the Agreement  shall be read together
as a single document.  The provisions contained in this Amendment shall supplant
and replace any conflicting provisions in the Agreement.  The provisions in this
Amendment  shall control over any conflicting  provisions in the Agreement.  All
non-conflicting  provisions  contained  in  the  Agreement  shall  survive  this
Amendment and remain in full force and effect when read in conjunction with this
Amendment.  This  Amendment  may be  executed  simultaneously  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                    COMPANY: Accesspoint Corporation, a Nevada
                                    corporation


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


                                    CONSULTANT:

                                    By: /s/ John Dupont
                                    ------------------------------------------
                                    John Dupont, an individual








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