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]
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[NAME]
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OPTIONEE:
NET INTEGRATED SYSTEMS LTD.
By:/s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
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