STOCK PURCHASE AGREEMENT

         This stock purchase agreement  ("Agreement") is made effective April 9,
2001   by  and   between   Accesspoint   Corporation,   a   Nevada   corporation
("Accesspoint") and the purchaser(s)  signatory hereto pursuant to the Signature
Page and Questionnaire ("Private Purchaser").  Accesspoint has received an offer
to purchase  certain shares of common voting stock  ("Shares") of Accesspoint by
Private  Purchaser,  and  Accesspoint  and Private  Purchaser agree as set forth
herein and represent to each other with regard thereto as follows:

1.       Accesspoint is  a  duly organized  Nevada corporation.  The Articles of
Incorporation  of  Accesspoint  were  filed on June  16,  1997.  Accesspoint  is
authorized by its Articles of Incorporation to issue up to 25,000,000  shares of
common voting stock.

2.       Neither  Accesspoint  nor any of its  officers,  directors,  employees,
agents or  representatives  have made any representation or statement of opinion
regarding  the  value  of  Accesspoint  or  the  Shares,  Private  Purchaser  is
purchasing  the Shares purely on a  speculative  basis and confirms that Private
Purchaser  has been  given no reason to  believe  that  Private  Purchaser  will
receive any return on the purchase of Shares.

3.       Private  Purchaser  has offered to  purchase  the number of Shares at a
price  per  share set forth on the  Signature  Page and  Questionnaire  which is
attached  hereto,  incorporated  herein,  and  made a part  hereof,  for a total
purchase  price  as set  forth on the  Signature  Page  and  Questionnaire.  The
purchase  price  shall  be  payable  in  cash or  cash  equivalent  representing
immediately  available  funds  to  the  satisfaction  of  Accesspoint.   Private
Purchaser shall pay the purchase price prior to the issuance of the Shares.  The
Shares may be sold from authorized but unissued shares of Accesspoint,  treasury
shares held by  Accesspoint,  or shares held by a third party for the benefit of
Accesspoint.

4.       Private  Purchaser  understands  that Private  Purchaser  must bear the
economic risk of the  investment  for an  indefinite  period of time because the
Shares  will be  restricted  and no public  market  will  exist for the  Shares.
Private   Purchaser   understands  the  speculative   nature  of  investment  in
Accesspoint  and that Private  Purchaser could lose Private  Purchaser's  entire
purchase price payment.

5.       Private  Purchaser  represents  that  it has  been  called  to  Private
Purchaser's   attention  that  Private   Purchaser's   proposed   investment  in
Accesspoint  involves a high  degree of risk which may result in the loss of the
total amount of that investment.

6.       Private  Purchaser  acknowledges that Accesspoint has made available to
Private  Purchaser or Private  Purchaser's  personal advisors the opportunity to
obtain any and all  information  required  to  evaluate  the merits and risks of
purchase of the shares,  The  Accesspoint  has, prior to the sale of the Shares,
accorded Private Purchaser and Private Purchaser's  representative,  if any, the
opportunity  to ask  questions  and  receive  answers  concerning  the terms and
conditions  of the proposed  purchase and to obtain any  additional  information
necessary to evaluate the merits and risks of the purchase.

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<PAGE>


7.       Private  Purchaser and (if  applicable)  Private  Purchaser's  personal
advisors and  representatives  have had an  opportunity  to ask questions of and
receive satisfactory  answers from Accesspoint,  or any person or persons acting
on  Accesspoint's  behalf,  concerning  the  terms  and  conditions  of  Private
Purchaser's proposed investment in Accesspoint, and all such questions have been
answered to the complete satisfaction of Private Purchaser.

8.       Private  Purchaser  acknowledges  that  a  subsidiary  of  Accesspoint,
Processing Source International,  Inc. ("PSI"), and certain officers of PSI, are
subject to a stipulated judgment and permanent injunction in an action captioned
CARDSERVICE  INTERNATIONAL,  INC. V. MICHAEL ERMI, ALBERT URCUYO, AND PROCESSING
SOURCE  INTERNATIONAL,  ET al., filed as case number BC205489 in Superior Court,
Los Angeles County, California.

9.       Private  Purchaser  represents that all of the information  provided by
Private Purchaser or Private Purchaser's representatives to Accesspoint is true,
correct,  accurate  and current  and that  Private  Purchaser  is not subject to
backup withholding.  Private Purchaser  specifically  represents that all of the
information  provided on the Signature Page and Questionnaire is true,  correct,
accurate and current.

10.      The personal,  business and financial  information of Private Purchaser
which  may have been  provided  to  Accesspoint,  if any,  and in any  form,  is
complete  and  accurate,  and presents a true  statement of Private  Purchaser's
financial condition.

11.      Private   Purchaser  has  adequate   means  of  providing  for  Private
Purchaser's  current  needs and  possible  personal  contingencies,  and Private
Purchaser  has no need in the  foreseeable  future to sell the  Shares for which
Private  Purchaser  hereby  subscribes.  Private  Purchaser  is able to bear the
economic  risks of Private  Purchaser's  purchase of Shares  and,  consequently,
without limiting the generality of the foregoing,  Private  Purchaser is able to
hold Private  Purchaser's  Shares for an indefinite  period of time, and Private
Purchaser  has a sufficient  net worth to sustain a loss of Private  Purchaser's
entire investment in Accesspoint in the event such loss should occur.

12.      If Private Purchaser is an individual, Private Purchaser is 18 years of
age or older.

13.      Private Purchaser  understands that the Shares will not be transferable
except under limited circumstances.

14.      Private Purchaser is  acquiring  the Shares for Private Purchaser's own
account for investment with no present intention of dividing Private Purchaser's
interest  with  others or of  reselling  or  otherwise  disposing  of all or any
portion of the same. Private Purchaser shall not engage in a distribution of the
Shares.

15.      Private  Purchaser has  such knowledge and experience in  financial and
business matters that Private  Purchaser is capable of evaluating the merits and
risks of an investment in Accesspoint  or(if  applicable)  Private Purchaser and
Private Purchaser's Representative, together, have such knowledge and experience
in financial and business matters that Private Purchaser and Private Purchaser's
Private Purchaser  Representative are capable of evaluating the merits and risks
of the Prospective investment in Accesspoint.


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<PAGE>

16.      The  Shares will be  acquired for Private Purchaser's  own account  for
investment  in a manner  which  would not require  registration  pursuant to the
provisions of the Act, as amended,  and Private  Purchaser does not now have any
reason to anticipate any change in Private  Purchaser's  circumstances  or other
particular  occasion or event which would  cause  Private  Purchaser  to sell or
otherwise dispose of the Shares.

17.      Private Purchaser understands that the Commissioner of Corporations for
the State of California or any other state  ("Commissioner") has not or will not
recommend or endorse a purchase of the Shares.

18.      Private   Purchaser   hereby   represents  and  warrants  that  Private
Purchaser's total purchase of Shares shall not exceed 10% of Private Purchaser's
net worth (exclusive of principal residence,  mortgage thereon, home furnishings
and automobiles).

19.      Private  Purchaser:   (i)  has  a  pre-existing  personal  or  business
relationship  with  Accesspoint,  its officers,  directors or its  Affiliates or
representatives,  AND (ii)  meets  those  certain  standards  involving  Private
Purchaser's minimum net worth and annual income as established by the California
Commissioner  of  Corporations  relating to Private  Purchaser's  income and net
worth,  or is an Accredited  Investor as defined in rule 501 (a) of Regulation D
as promulgated by the Securities and Exchange  Commission.  The foregoing income
and net worth is considered to be indicative of Private  Purchaser's  ability to
be sophisticated regarding the proposed purchase of shares.

20.      Private Purchaser is not a member of the NASD or other  self-regulatory
agency which would require prior approval of a purchase of the shares.

21.      Private Purchaser  acknowledges  that Private Purchaser understands the
meaning and legal consequences of the representations, warranties, and covenants
set forth  herein,  and that  Accesspoint  has  relied on such  representations,
warranties and covenants.

22.      Private Purchaser  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. Private Purchaser shall comply with Rule 144
and with all policies and procedures  established by Accesspoint  with regard to
Rule  144  matters.  Private  Purchaser  acknowledged  that  Accesspoint  or its
attorneys or transfer agent may require a restrictive  legend on the certificate
or certificates representing the Shares pursuant to the restrictions on transfer
of the Shares imposed by Rule 144.

23.      Notwithstanding  anything  in  this  Agreement  to  the  contrary,  the
undersigned  Acknowledges  that: (i) the Shares are subject to  restrictions  on
transfer  or sale  imposed  pursuant  to Rule  144;  (ii) the  Shares  are being
purchased in a private  transaction  which is not part of a distribution  of the
Shares;  (iii) the undersigned intends to hold the Shares for the account of the
undersigned  and does not intend to sell the shares as a part of a  distribution
or otherwise;  and (iv) neither the  undersigned nor the seller of the Shares is
an  underwriter  for  purposes  of  Rule  144.  A  legend   regarding  Rule  144
restrictions  may be placed upon the  certificate  evidencing  ownership  of the
Shares.

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<PAGE>


24.      Private  Purchaser  acknowledges  that Private  Purchaser is aware that
there are substantial restrictions on the transferability of the Shares. Because
the Shares will not,  and  Private  Purchaser  has no right to require  that the
Shares,  be  registered  pursuant  to the  provisions  of the Act or  otherwise,
Private Purchaser agrees not to sell, transfer,  assign, pledge,  hypothecate or
otherwise   dispose  of  any  Shares  unless  such  sale  is  exempt  from  such
registration  pursuant to the provisions of the Act. Private  Purchaser  further
acknowledges  that Accesspoint has no obligation to assist Private  Purchaser in
obtaining any exemption from any registration requirements Imposed by applicable
law.  Private  Purchaser  also  acknowledges  that  Private  Purchaser  shall be
responsible  for  compliance  with all  conditions  on  transfer  imposed by the
Commissioner  for any expenses  incurred by Accesspoint for legal and accounting
services in  connection  with  reviewing  such a proposed  transfer  and issuing
opinions in connection therewith.

25.      Private   Purchaser   understands   and  agrees   that  the   following
restrictions and limitations are applicable to Private Purchaser's  purchase and
any sale, transfer,  assignment,  pledge,  hypothecation or other disposition of
Shares pursuant to Section 4(2) of the Act and Regulation D promulgated pursuant
thereto:

         25.1.   Private  Purchaser  agrees  that   notwithstanding   any  other
restrictions  placed on the sale or  transfer  of the  Shares  pursuant  to this
Agreement,  Rule 144,  or  otherwise,  the  Shares  shall not be sold,  pledged,
hypothecated or otherwise disposed of unless the Shares are registered  pursuant
to the Act and applicable state securities laws or are exempt therefrom; and

         25.2.    A legend in substantially  the following form may be placed on
any certificate(s) or other documents evidencing the Shares:

         THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT OR DOCUMENT HAVE BEEN
         ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN  REGISTERED  PURSUANT TO
         THE PROVISIONS OF THE SECURITIES  ACT OF 1933 AS AMENDED  ("ACT"),  AND
         HAVE BEEN  OFFEREDAND  SOLD IN RELIANCE UPON THE EXEMPTION SET FORTH IN
         SECTIONS  4(1) OR 4(2) OF THE ACT AND  UPON  RULE 504 OF  REGULATION  D
         PROMULGATED   PURSUANT  THERETO.   WITHOUT  SUCH   REGISTRATION,   SUCH
         SECURITIES   MAY  NOT  BE   SOLD,   TRANSFERRED,   ASSIGNED,   PLEDGED,
         HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF,  EXCEPT  UPON  DELIVERY  TO
         ACCESSPOINT OF AN OPINION OF COUNSEL  SATISFACTORY TO ACCESSPOINT  THAT
         REGISTRATION  IS NOT REQUIRED FOR SUCH  TRANSFER OR THE  SUBMISSION  TO
         ACCESSPOINT  OF  SUCH  OTHER  EVIDENCE  AS  MAY  BE   SATISFACTORY   TO
         ACCESSPOINT  TO THE  EFFECT  THAT ANY  SUCH  TRANSFER  SHALL  NOT BE IN
         VIOLATION OF THE ACT,  APPLICABLE  STATE SECURITIES LAWS OR ANY RULE OR
         REGULATION PROMULGATED THEREUNDER.


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<PAGE>

26.      Private Purchaser may not cancel,  terminate, or revoke this Agreement,
or any agreement of Private  Purchaser made hereunder,  and this Agreement shall
survive the death, dissolution,  or disability of Private Purchaser and shall be
binding upon the heirs,  executors,  administrators,  successors  and assigns of
Private Purchaser.

27.      This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with  respect to the subject  matter  hereof and may be amended only by a
writing executed by all parties hereto.

28.      This  Agreement  shall  be  enforced,  governed  and  construed  in all
respects in accordance  with the laws of the State of California  without giving
effect to the conflicts of laws provisions. Private Purchaser hereby agrees that
any suit, action or proceeding with respect to this Agreement, any amendments or
any replacements  hereof, and any transactions  relating hereto shall be brought
in the state courts of, or the federal courts in, the State of  California,  and
Private Purchaser hereby irrevocably consents and submits to the jurisdiction of
such courts for the purpose of any such suit, action or proceeding,  and Private
Purchaser  agrees  that  service of process on Private  Purchaser  in such suit,
action or  proceeding  may be made In accordance  with the notice  provisions of
this  Agreement,  In any such  action,  venue  shall lie  exclusively  in Orange
County,  California.  Private Purchaser hereby waives,  and agrees not to assert
against  Accesspoint,  or any successor assignee thereof, by way of motion, as a
defense or otherwise, in any such suit, action or proceeding, (i) any claim that
Private  Purchaser  is  not  personally  subject  to  the  jurisdiction  of  the
above-named courts or that property is exempt or immune from set-off,  execution
or attachment either prior to judgment or in execution thereof,  and (ii) to the
extent  permitted  by  applicable  law,  any  claim  that such  suit,  action or
proceeding is brought in an inconvenient forum or that the venue of suit, action
or  proceeding  is  improper or that this  Agreement  or any  amendments  or any
replacements hereof may not be enforced in, or by such courts.

         THE SHARES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES,  AND ARE
BEING  OFFERED  AND SOLD IN  RELIANCE  ON AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE ACT AND SUCH LAWS.  THE SHARES  HAVE NOT BEEN  APPROVED  OR
DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY.

         PRIVATE  PURCHASERS  MAY BE  REQUIRED  TO HOLD THE SHARES  INDEFINITELY
UNLESS SUCH SHARES ARE  SUBSEQUENTLY  REGISTERED UNDER THE SECURITIES ACTOF 1933
("ACT") OR AN EXEMPTION FROM SUCH  REGISTRATION  IS AVAILABLE.  NO SHARES MAY BE
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS ACCESSPOINT AND ITS LEGAL COUNSEL
HAVE RECEIVED EVIDENCE  SATISFACTORY TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE
A TRANSACTION  REQUIRING  QUALIFICATION  OR REGISTRATION  UNDER STATE OR FEDERAL
SECURITIES LAWS AND IS IN COMPLIANCE WITH SUCH LAWS.



                                       5

<PAGE>


         IN WITNESS  WHEREOF,  Private  Purchaser  has  provided  the  foregoing
warranties  and  undertaken  the  foregoing  obligations  and the  parties  have
executed this Agreement effective as of the date first set forth above.



                                   ACCESSPOINT

                                   Accesspoint Corporation, a Nevada corporation


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




                                   PRIVATE PURCHASER

                                   By: /s/ Dennis L. Parker
                                   ---------------------------------------------
                                   Dennis L. Parker,as trustee of the Lucille A.
                                   Julian Family Living Trust U/D/T





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<PAGE>


           SIGNATURE PAGE AND QUESTIONAIRE TO STOCK PURCHASE AGREEMENT
                DATED APRIL 9, 2001, AMONG ACCESSPOINT CORPORTION
                        AND THE SUBSCRIBER(S) NAMED BELOW

         If  applicable,  the  undersigned  further  represents  and warrants as
indicated below by the undersigned's initials:

I.       ACCREDITED INVESTOR STATUS

         A.       INDIVIDUAL INVESTORS:  (Initial one or more of the following
                  three statements)

                  1.       ____  I  certify  that  I am an  accredited  investor
                           because I have had  individual  income  (exclusive of
                           any  income   earned  by  my  spouse)  of  more  than
                           US$200,000 in each of the most recent two years and I
                           reasonably  expect  to have an  individual  income in
                           excess of US$200,000 for the current year.

                  2.       ____  I  certify  that  I am an  accredited  investor
                           because  I have had  joint  income  with my spouse in
                           excess of  US$300,000  in each of the two most recent
                           years and I  reasonably  expect to have joint  income
                           with my spouse in excess of $300,000  for the current
                           year.

                  3.       ____  I  certify  that  I am an  accredited  investor
                           because I have an individual net worth,  or my spouse
                           and  I  have  a  joint  net   worth,   in  excess  of
                           US$1,000,000.

         B.       PARTNERSHIPS, CORPORATIONS, TRUSTS OR OTHER ENTITIES:
                  (Initial one of the following statements)

                  1.       The  undersigned  hereby  certifies  that  it  is  an
                           accredited investor because it is:

________                   a.       an employee benefit plan whose total assets
                                    exceed US$5,000,000;

________                   b.       an  employee benefit  plan  whose investment
                                    decisions are made by a plan fiduciary which
                                    is   either   a  bank,   savings   and  loan
                                    association  or  an  insurance  company  (as
                                    defined  in Section  3(a) of the  Securities
                                    Act) or an investment  adviser registered as
                                    such under the  Investment  Advisers Acts of
                                    1940;

________                   c.       a   self-directed   employee  benefit  plan,
                                    including an Individual  Retirement Account,
                                    with  investment  decisions  made  solely by
                                    persons that are accredited investors;




                                       7

<PAGE>




________                   d.       an  organization described in Section 501(c)
                                    (3) of the Internal Revenue Code of 1986, as
                                    amended  (the  "IRC"),  not  formed  for the
                                    specific  purpose  of  acquiring  the Shares
                                    with total assets in excess of US$5,000,000;

________                   e.       any corporation,partnership or Massachusetts
                                    or similar  business  trust,  not formed for
                                    the  specific   purpose  of  acquiring   the
                                    Shares,  with  total  assets  in  excess  of
                                    US$5,000,000; or

___X____                   f.       a  trust  with  total  assets in  excess  of
                                    US$5,000,000,  not formed  for the  specific
                                    purpose  of  acquiring  the  Shares,   whose
                                    purchase  is  directed  by a person  who has
                                    such  knowledge and  experience in financial
                                    and  business  matters that he is capable of
                                    evaluating   the  merits  and  risks  of  an
                                    investment in the Shares.

________          2.       The  undersigned  hereby  certifies  that  it  is  an
                           accredited  investor because it is an entity in which
                           each of the equity owners  qualifies as an accredited
                           investor  under items  A(1),  (2) or (3) or item B(1)
                           above.

                  4.       INDEMNIFICATION.   The  undersigned  agrees,  to  the
fullest  extent  permitted  pursuant  to law,  to  indemnify,  defend,  and hold
harmless Accesspoint  Corporation and its agents,  representatives and employees
from and against  all  liability,  damage,  loss,  cost and  expense  (including
reasonable attorneys' fees) which they may incur by reason of the failure of the
undersigned  to fulfill  any of the terms or  conditions  of the Stock  Purchase
Agreement  or  this  Signatory  Page  and  Questionnaire,  or by  reason  of any
inaccuracy or omission in the information furnished by the undersigned herein or
any breach of the  representations and warranties made by the undersigned herein
or in  connection  with  the  Memorandum,  or in any  document  provided  by the
undersigned, directly or indirectly, to Accesspoint Corporation.

                  5.       RULE 144. Notwithstanding anything in  this Agreement
to the contrary,  the undersigned  Acknowledges that: (i) the Shares are subject
to  restrictions  on transfer or sale imposed  pursuant to Rule 144  promulgated
under the  Securities  Act of 1933;  (ii) the  Shares are being  purchased  in a
private transaction which is not part of a distribution of the Shares; (iii) the
undersigned  intends to hold the Shares for the account of the  undersigned  and
does not intend to sell the shares as a part of a distribution or otherwise; and
(iv) neither the  undersigned or the seller of the Shares is an underwriter  for
purposes of Rule 144. A legend  regarding  Rule 144  restrictions  may be placed
upon the certificate evidencing ownership of the Shares.

                  6.       STOCK PURCHASE AGREEMENT.   This Signatory  Page  and
Questionnaire is a part of that certain Stock Purchase  Agreement by and between
the   undersigned  and   Accesspoint   Corporation.   This  Signatory  Page  and
Questionnaire  is incorporated  by reference into the Stock Purchase  Agreement,
and the  Stock  Purchase  Agreement  is  incorporated  by  reference  into  this
Signatory Page and Questionnaire.



                                       8

<PAGE>

                  IN WITNESS WHEREOF,  the Investor has executed this Securities
Purchase Agreement this 9th day of April 2001.



       187,500                        $0.80                  $150,000.00
___________________      X___________________     =      ___________________
  Number of Shares           Purchase Price               Total Purchase Price
  Being Purchased              Per Share



                  If the  Investor is an  INDIVIDUAL,  and if purchased as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

By: /s/ Dennis L. Parker
----------------------------------------------
Dennis L. Parker, as trustee of the Lucille A.
Julian Family Living Trust U/D/T

April 9, 2001
----------------------------
Date

9722 Melinda, Huntington Beach, CA  92646
----------------------------------------------------------
Address






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