EXHIBIT 10.1
                            SHARE PURCHAE AGREEMENT


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                            SHARE PURCHASE AGREEMENT



     This Share Purchase Agreement ("Agreement") is dated as of April 7, 2000 by
and among James Toot, an individual,  Jeff Ploen,  an  individual,  and Lawrence
Deitler, an individual (individually and collectively "Sellers"), J.S.J. Capital
III Inc., a Nevada Corporation  ("JSJ"), and Accesspoint  Corporation,  a Nevada
Corporation ("Buyer").


                              W I T N E S S E T H:


     A. WHEREAS, JSJ is a corporation duly organized under the laws of the State
of Nevada.

     B. WHEREAS,  Buyer wishes to purchase 100% of the outstanding common shares
of JSJ free and clear of liens and  encumbrances  from  Sellers  (the  "Purchase
Shares").

     C. WHEREAS,  the parties intend to subsequently merge JSJ, the wholly-owned
subsidiary, with and into the Buyer.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


                                   ARTICLE I

                                The Consideration

     1.1 Subject to the  conditions  set forth  herein,  Sellers  shall sell and
Buyer shall  purchase  672,000  shares of common stock of JSJ. The  transactions
contemplated by this Agreement shall be completed  simultaneously  herewith. The
purchase  price for the  shares to be paid by Buyer to Sellers  is  $150,000  in
cash,  and 15,000  shares of common  stock of the Buyer  (the  "Consideration").
These  15,000  shares  will be  afforded  piggyback  rights and  included in any
appropriate registration statement the company may file after the merger.

                                   ARTICLE II

                              Conveyance of Shares

     2.1 The Purchase Shares shall be delivered and conveyed by Sellers to Buyer
simultaneously  herewith,  with duly executed stock powers,  upon receipt of the
Consideration.


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                                  ARTICLE III

              Representations, Warranties and Covenants of Sellers

         Sellers  and JSJ hereby  represent,  warrant  and  covenant to Buyer as
follows:

     3.1 JSJ is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Nevada,  and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being conducted.  The Articles of Incorporation and Amendments and Bylaws of
JSJ,  copies of which have been  delivered to Buyer,  are complete and accurate,
and the minute books of JSJ,  copies of which have also been delivered to Buyer,
contain a record,  which is complete and accurate in all material  respects,  of
all  meetings,  and all  corporate  actions  of the  shareholders  and  Board of
Directors of JSJ.

     3.2 The  authorized  capital stock of JSJ consists of 25,000,000  shares of
common stock.  There are 672,000 shares of Common Stock issued and  outstanding.
All such  shares of  capital  stock of JSJ are  validly  issued,  fully paid and
nonassessable.  JSJ has no  outstanding  options,  warrants,  or other rights to
purchase, or subscribe to, or other securities  convertible into or exchangeable
for any shares of capital stock of JSJ, or contracts or arrangements of any kind
relating to the issuance,  sale or transfer of any capital stock or other equity
securities  of JSJ. All of the  outstanding  shares of capital stock of JSJ have
been offered,  issued,  sold and delivered in compliance with applicable federal
and  state  securities  laws and none of such  securities  were,  at the time of
issuance, subject to preemptive rights.

     3.3 JSJ  does  not own nor has it ever  owned  any  outstanding  shares  of
capital  stock or other equity  interests  of any  partnership,  joint  venture,
trust,  corporation,  limited liability company or other entity and there are no
obligations of JSJ to repurchase,  redeem or otherwise acquire any capital stock
or equity interest of another entity.

     3.4 This Agreement has been duly authorized, validly executed and delivered
on  behalf  of the  Sellers  and JSJ and is a valid and  binding  agreement  and
obligation of the Sellers and JSJ enforceable  against each Seller,  jointly and
severally,  and against JSJ in accordance with its terms, subject to limitations
on enforcement  by general  principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors'  rights  generally,  and the Sellers and
JSJ each have  complete  and  unrestricted  power to enter  into  and,  upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

     3.5 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
JSJ will  conflict  with or result in a breach or  violation  of the Articles of
Incorporation or Bylaws of JSJ, or of any material  provisions of any indenture,
mortgage,  deed of trust or other material  agreement or instrument to which JSJ
is a party or by which it or any of its material properties or assets are bound,
or of any  material  provision of any law,  statute,  rule,  regulation,  or any
existing  applicable  decree,  judgment or order by any court,  federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over JSJ, or any of its  material  properties  or assets,  or will
result in the creation or imposition of any material lien, charge or encumbrance
upon any  material  property  or  assets  of JSJ  pursuant  to the  terms of any
agreement or  instrument to which JSJ is a party or by which JSJ may be bound or


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to which any of JSJ  property  is subject and no event has  occurred  with which
lapse of time or action by a third  party could  result in a material  breach or
violation of or default by JSJ.

     3.6 Except as  disclosed  herein,  and based upon the  representations  and
warranties of the Buyer set forth herein, no authorization,  consent,  approval,
exemption or other action by or notice to any  government  entity or filing with
or consent of any  governmental  body is required  for the sale of the  Purchase
Shares to Buyer pursuant to this Agreement.

     3.7   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Sellers  threatened  against or relating to JSJ or affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental  authority to which JSJ is a
party or by which JSJ or its assets,  properties,  business or capital stock are
bound.

     3.8 JSJ has accurately prepared and filed all Federal,  state and other tax
returns  required by law,  domestic and foreign,  to be filed by it, has paid or
made  provisions for the payment of all taxes shown to be due and all additional
assessments,  and  adequate  provisions  have  been  and  are  reflected  in the
financial statements of JSJ for all current taxes and other charges to which JSJ
is subject  and which are not  currently  due and  payable.  None of the Federal
income tax returns of JSJ have been audited by the Internal  Revenue  Service or
other foreign  governmental  tax agency.  JSJ has no knowledge of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending or threatened  against JSJ for any period, nor of any basis for any such
assessment, adjustment or contingency.

     3.9 Sellers are the legal, beneficial and registered owners of the Purchase
Shares,  free and clear of any  liens,  charges,  encumbrances,  voting  trusts,
shareholder agreements or rights of any kind granted to any person or entity, or
any  interest  in or the  right to  purchase  or  otherwise  acquire  any of the
Purchase  Shares from the Sellers at any time upon the  happening  of any stated
event and may transfer such shares without the consent of any third party.  Upon
closing of the  transactions  contemplated  hereby,  the Buyer will  acquire all
right,  title and interest in the Purchase Shares,  free and clear of all liens,
charges or encumbrances  and will have all of Seller's  entire right,  title and
interest in and to the Purchase Shares.  All Purchase Shares owned by Sellers is
set forth hereto on Schedule "A."

     3.10 JSJ has delivered to Buyer audited financial  statements dated Oct. 31
1999. All such statements,  herein sometimes called "JSJs Financial  Statements"
are (and will be) complete and correct in all material  respects  and,  together
with the notes to these  financial  statements,  present  fairly  the  financial
position  and  results  of  operations  of JSJ for the  periods  indicated.  All
financial  statements  of JSJ have been prepared in  accordance  with  generally
accepted accounting principles.

     3.11 As of the date hereof,  the total  indebtedness of JSJ is $7,500.  JSJ
and the Sellers  hereby,  jointly and severally,  represent and warrant that all
outstanding  indebtedness  of JSJ shall have been paid and released prior to the
closing of the  transactions  hereby and that  there are no  outstanding  liens,
charges or encumbrances on the assets of JSJ.



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     3.12 Since the dates of the JSJs Financial Statements,  there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of JSJ. JSJs does not have any material liabilities,  commitments or
obligations, secured or unsecured except as shown on updated financials (whether
accrued, absolute, contingent or otherwise).

     3.13 JSJ is not a party to any contract performable in the future.

     3.14 The  representations  and  warranties  of the Sellers and JSJ shall be
true and correct as of the date hereof.

     3.15 JSJ shall deliver to Buyer, all of its corporate books and records for
review.

     3.16 JSJ has no employee benefit plan in effect at this time.

     3.17 No representation or warranty by JSJ or the Sellers in this Agreement,
or any certificate  delivered pursuant hereto contains any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

     3.18 Sellers or JSJ have  delivered,  to Buyer true and correct copies of a
Form 10SB declared  effective by the Securities and Exchange  Commission ("SEC")
and each of its other  reports to  shareholders  filed with the SEC for the year
ended  December  31,  1999.  JSJ is a registered  company  under the  Securities
Exchange Act of 1934, as amended.

     3.19 JSJ has duly filed all  reports  required  to be filed by it under the
Securities Act of 1933, as amended,  and the Securities Exchange Act of 1934, as
amended (the "Federal Securities Laws"). No such reports, or any reports sent to
the  shareholders  of JSJ generally  contained any untrue  statement of material
fact or omitted to state any  material  fact  required  to be stated  therein or
necessary to make the statements in such report,  in light of the  circumstances
under which they were made, not misleading.

     3.20 Each  Seller is an  "accredited  investor"  as such term is defined in
Rule 501(a) promulgated under the Securities Act of 1933, as amended.

     3.21  Each  Seller  is  acquiring  the  shares  of  common  stock  of Buyer
comprising  the  Consideration  for the account of such Seller,  for  investment
purposes only, and not with a view towards the resale or redistribution thereof.

     3.22 The Sellers  have not  received  any general  solicitation  or general
advertising  regarding  the  shares  of  Buyer's  common  stock  comprising  the
Consideration.

                                   ARTICLE IV

                Reimbursement; Termination of Representation and
               Warranties and Certain Agreements; Indemnification

     4.1 Deleted


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     4.2 The respective representations, warranties and covenants of the parties
hereto shall survive the  consummation  of the purchase and sale of the Purchase
Shares under this Agreement.

     4.3 The right to indemnification, payment of Damages (as defined in section
4.5)  or  other  remedy  based  on any  representation,  warranty,  covenant  or
obligation  of a party  hereunder  shall not be  affected  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement,  with respect to the accuracy or  inaccuracy  of or  compliance
with, any such representation, warranty, covenant or obligation.

     4.4 The waiver of any condition to a party's  obligation to consummate  the
transactions  contemplated  hereunder,  where  such  condition  is  based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   payment  of   Damages,   or  other   remedy   based  on  such
representation, warranty, covenant or obligation.

     4.5 JSJ and each of the Sellers, jointly and severally, shall indemnify and
hold harmless the Buyer, and each of its representatives,  employees,  officers,
directors,  stockholders,  controlling persons and affiliates (collectively, the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the  amount  of,  any  loss,  liability,   claim,  damage  (including,   without
limitation,  incidental and consequential  damages),  cost, expense  (including,
without limitation,  interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"),   directly  or  indirectly  arising  from,  attributable  to  or  in
connection with:

     (a)      any representation or warranty made by the Sellers and JSJ in this
              agreement or any of the Sellers' and JSJ closing deliveries,  that
              is, or was at the time made,  false or  inaccurate,  or any breach
              of, or misrepresentation  with respect to, any such representation
              or warranty; and

     (b)      any breach by any of the Sellers or JSJ of any covenant, agreement
              or obligation of the Sellers contained in this agreement.

     (c)      any claims or litigation relating to JSJ now pending or threatened
              or which may  hereafter be brought  against Buyer and/or JSJ based
              upon events occurring prior to the date hereof.

     (d)      any  and  all  actions,  suits,   proceedings,   claims,  demands,
              assessments,  judgments, costs, losses, liabilities and reasonable
              legal and other expenses incident to any of the foregoing.

4.6  Promptly  after  receipt by an  indemnified  party of written  notice  (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it,  such  indemnified  party  will,  if a  claim  is  to  be  made  against  an
indemnifying party under either of said sections, as applicable,  give notice to


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the indemnifying  party of the commencement of such action,  suit or proceeding.
The  indemnified  party shall  furnish to the  indemnifying  party in reasonable
detail such  information as the indemnified  party may have with respect to such
indemnification  claims  (including  copies of any  summons,  complaint or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or assenting the same). Subject to
the  limitations  set  forth  in  this  section,  no  failure  or  delay  by the
indemnified  party in the performance of the foregoing shall reduce or otherwise
affect  the  obligation  of the  indemnifying  party to  indemnify  and hold the
indemnified party harmless except to the extent that such failure or delay shall
have  materially  and adversely  affected the  indemnifying  party's  ability to
defend against,  settle or satisfy any action,  suit or proceeding the claim for
which the  indemnified  party is  entitled  to  indemnification  hereunder.  The
foregoing  shall not apply to the extent  inconsistent  with the  provisions  of
section 4.8 relating to Proceedings.

     4.7 If the claim or demand  set forth in the  Notice of Claim  given by the
indemnified  party  is a  claim  or  demand  asserted  by  a  third  party,  the
indemnifying  party  shall  have 15 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "Notice Period");
provided,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  each party shall make  available to the other
party  and its and  their  agents  and  representatives  all  records  and other
materials which are reasonably required in the defense of such third party claim
or demand and shall otherwise  cooperate (each party to bear their own costs and
expenses in such  cooperation)  with,  and assist the other party in the defense
of, such third party claim or demand. If the indemnifying party elects to defend
such third party claim or demand,  the indemnified party shall have the right to
choose its own  counsel  and  control  the  defense of such third party claim or
demand, at the indemnifying  party's own expense. If the indemnifying party does
not elect to defend  such third  party  claim or demand or does not defend  such
third party claim or demand in good faith, the indemnified  party shall have the
right,  in addition to any other  right or remedy it may have  hereunder  at the
indemnifying party's expense, to defend such third party claim or demand.

     4.8 The term  "Date of Notice of Claim"  shall  mean the date the Notice of
Claim is effective pursuant to section 5.5 of this Agreement.

     4.9 A claim for  indemnification for any matter not involving a third-party
claim  may be  asserted  by notice to the  party  from whom  indemnification  is
sought.

     4.10 Any legal action or proceeding  with respect to this  Agreement or any
matters arising out of or in connection with this Agreement or the  transactions
contemplated  hereby or the  documents  executed  and  delivered  in  connection
herewith,  and any action for enforcement of any judgment in respect thereof may
be brought in the courts of the State of  California  or of the United States of
America for the Central  District of California,  and, by execution and delivery
of this Agreement,  the parties each hereby accepts for itself and in respect of
its property,  generally and unconditionally,  the jurisdiction of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 5.5.
The parties  each hereby  irrevocably waive  any objection  that  it  may now or


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hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.

                                   ARTICLE V

                                  Miscellaneous

     5.1 This Agreement  embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those provided for herein.

     5.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     5.3 All parties to this  Agreement  agree that if it becomes  necessary  or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     5.4 This  Agreement  may not be amended  except by written  consent of both
parties.

     5.5 Any notices,  requests,  or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
prepaid, addressed as follows:

5.6 To Sellers:

                  Michael Littman, Esq.
                  10200 West 44th Ave
                  Suite 400
                  Wheat ridge Co 80033


                  To Buyer:

                  Tom M. Djokovich, CEO
                  Accesspoint Corporation
                  38 Executive Park
                  Suite 350
                  Irvine, CA 92614

                  With copy to (which copy shall not constitute notice):


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                  Robert A. Loll,  Esq,  Floratos,  Loll & Devine A Professional
                  Law Corporation 18831 Von Karman Ave.
                  Suite 225
                  Irvine, CA 92612



or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     5.7 No press  release or public  statement  will be issued  relating to the
transactions  contemplated by this Agreement without prior approval of Buyer and
Sellers.  However, either party may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

     5.8 If any legal action or any  arbitration or other  proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or  misrepresentation  in connection  with any of the provisions of this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover as an element of their  damages,  reasonable  attorneys'  fees and other
costs incurred in that action or proceeding,  in addition to any other relief to
which they may be entitled.

     5.9 This  Agreement  shall be governed by and construed in accordance  with
and enforced under the laws of the state of California  applicable to agreements
made and to be performed  entirely in that state without regard to choice of law
rules or the principles of conflict of laws.

         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement  this
7th day of April 2000.

                                             SELLERS:



                                             -----------------------------------
                                             James Toot, an individual



                                             -----------------------------------
                                             Jeff Ploen, an individual


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                                             -----------------------------------
                                             Lawrence Deitler, an individual





                                             J.S.J.

                                             J.S.J Capital III Inc., a Nevada
                                             corporation



                                             By: -------------------------------




                                             BUYER:

                                             Accesspoint Corporation, a Nevada
                                             corporation



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