FIRST AMENDMENT TO STOCK OPTION AGREEMENT


         THIS FIRST AMENDMENT TO STOCK OPTION  AGREEMENT  ("Amendment")  is made
effective as of the 19th day of December by and between  [NAME],  an  individual
("Optionor"),   and  NET   INTEGRATED   SYSTEMS  LTD.,  a  Bermuda   corporation
("Optionee").   Optionor  and/or  Optionee  are  sometimes  herein  referred  to
individually as a "party" and collectively as the "parties."

         This Amendment  shall, and hereby does, amend that certain Stock Option
Agreement  by and between  the parties  hereto  which was made  effective  as of
December  14, 2001  ("Agreement")  so that  notwithstanding  the  provisions  of
Section 1 of the  Agreement,  if the Option (as  defined  in the  Agreement)  is
exercised  because  of an Event of  Default  which  remains  uncured  under that
certain Secured Loan Agreement between Optionee and Accesspoint  Corporation,  a
Nevada  corporation  ("APC"),  and  Optionor  determines  to direct the exercise
proceeds to APC, the exercise  price shall be the lesser of the then fair market
price as quoted on the  Over-The-Counter  Bulletin Board or Two Dollars  ($2.00)
per share.  Section 1, entitled Option Granted, of the Agreement shall be deemed
amended and revised accordingly. The remaining provisions of the Agreement shall
remain unchanged.

         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.


                                    OPTIONOR:

                                    [NAME]

                                    By:/s/[NAME]
                                    --------------------------------------
                                    [NAME]
                                    --------------------------------------


                                    OPTIONEE:

                                    NET INTEGRATED SYSTEMS LTD.


                                    By:/s/William R. Barber
                                    --------------------------------------
                                    William R. Barber, President



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