<PAGE>
EXHIBIT 1.13
ACCESSPOINT CORPORATION
November 16, 1999
Mr. Toby Parrish
Re: Letter of Proposal / Accesspoint Advisory Board
Dear Toby:
Thank you for your interest in assisting Accesspoint Corporation
("Accesspoint"). We would very much appreciate your service as a member of the
Accesspoint Advisory Board. The Accesspoint Advisory Board is a non-elected
position. The members of the Advisory Board are appointed by the Chief
Executive Officer of Accesspoint and serve as adjunct advisors to Accesspoint
and its senior executives. Advisory Board members are akin to informal
consultants.
Accesspoint desires to benefit from any business referrals you might make
as a member of the Advisory Board. To this end Accesspoint feels that your
potential contribution merit compensation in the form of stock and stock
options. Accesspoint understands that you will present, introduce and/or refer
to Accesspoint: (i) business and business opportunities which may result in
revenue to Accesspoint; and (ii) potential funding sources, investors, strategic
business partners, and others who may facilitate fulfillment of the capital
needs of Accesspoint (collectively "Potential Resources"). In accordance with
the foregoing, you will, from time to time, present and introduce Potential
Resources to Accesspoint, which will result in a financial benefit to
Accesspoint of value reasonably equivalent to the value of the stock and options
granted hereunder.
Accesspoint shall retain sole discretion in determining (i) the value of
the Potential Resources referred by you; and (ii) whether or not to enter into
any transaction with any Potential Resource. Accesspoint may accept or reject
any proposal made by any Potential Resource referred by you hereunder. You
acknowledge that Accesspoint desires to conduct business only with suitable
Potential Resources, as determined by Accesspoint in its sole discretion.
Notwithstanding the foregoing, Accesspoint will use its bone fide good faith
judgment when determining whether or not to enter into any transaction or other
relationship with any Potential Resource.
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 2
Our respective expectations may be expressed as follows:
Duties of Advisory Board Member
1. Promote, advertise and market the Accesspoint Services; present and
represent Accesspoint and its services and products in a positive
manner and emphasize the value added aspects of Accesspoint and its
services and products.
2. Devote your best reasonable efforts and skills to the business
interests of Accesspoint, and further enhance and develop the
interests and welfare of Accesspoint.
3. Refer Potential Resources to Accesspoint and provide Accesspoint
written notice regarding each Potential Resource so referred.
4. Obey all lawful rules, regulations, special instructions, and
directives as directed by Accesspoint applicable to the matters
contemplated herein.
5. Make available to Accesspoint any and all information of which you
have knowledge that is relevant to Accesspoint's business and is not
subject to any enforceable confidentiality restrictions, and make all
suggestions and recommendations, which you believe will be of benefit
to Accesspoint.
6. Refrain from making any representations or warranties regarding the
Accesspoint Services beyond those contained in the promotional,
advertising and marketing materials provided by Accesspoint.
Duties of Accesspoint
1. Provide you with materials describing Accesspoint software and
services for your reasonable use in promoting, advertising and
marketing Accesspoint software and services and obtaining Potential
Resources.
2. Subject to the understandings set forth herein, use bone fide good
faith judgment when determining whether to enter into agreements for
the Accesspoint Services (each an "Accesspoint Services Agreement")
with Potential Resources referred to Accesspoint.
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 3
3. Reserve and provide for the exercise of vested awards of hereunder,
issue vested shares, and allow the exercise of vested options
hereunder.
4. Reimburse you, upon submission of travel expense account and
supporting documents as required by the Internal Revenue Service, for
all pre-approved (which approval shall be in written form) reasonable
travel expenses incurred by you as part of and in connection with in
promoting, advertising and marketing Accesspoint software and services
and obtaining Potential Resources.
As a member of the Accesspoint Advisory Board, Accesspoint would like to
offer you 100,000 shares of common stock vesting on an approximate prorata basis
over a 12-month period to avoid issuance of fractional shares, Accesspoint would
propose the following vesting schedule:
Month Common Shares
1. 8,333
2. 8,333
3. 8,333
4. 8,333
5. 8,333
6. 8,333
7. 8,333
8. 8,333
9. 8,333
10. 8,333
11. 8,333
12. 8,337
-------
TOTAL 100,000
Accesspoint would also like to offer you 20,000 stock options for the
purchase of common shares at an exercise price of $5.00 per share, for services
as a member of the Advisory Board. The stock options would also vest on an
approximate prorata basis over a 12-month period. In order to avoid the
issuance of fractional shares, the stock options would vest and become
exercisable pursuant to the following schedule:
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 4
Month Options
1. 1,666
2. 1,666
3. 1,666
4. 1,666
5. 1,666
6. 1,666
7. 1,666
8. 1,666
9. 1,666
10. 1,666
11. 1,666
12. 1,674
------
TOTAL 20,000
The foregoing stock awards and stock options would be deemed to constitute
an "Award" pursuant to the Accesspoint Corporation 1999 Stock Incentive Plan
("Plan"). The Plan permits the granting of stock options (including
nonqualified stock options) and stock Awards. Notwithstanding whether or not
the stock options would be intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, the above exercise
price would be deemed to equal the Fair Market Value on the date of grant as
that term is defined pursuant to the Plan. All of the terms of the Plan shall
be incorporated herein by this reference.
Upon sale of substantially all of the assets of Accesspoint, or the sale of
shares in a single transaction representing 66.6% or more of the voting rights
of its then issued and outstanding voting common stock, if the above Awards have
then vested for at least 4 consecutive months and you have performed
uninterrupted service as a member of the Accesspoint Advisory Board for at least
4 consecutive months, then all of the remaining Awards set forth above shall
vest notwithstanding the above vesting schedule. Nothing in this provision
shall reduce, circumscribe or prejudice the ability of Accesspoint, in its sole
discretion, to terminate this relationship at any time, for any reason, without
obligation to provide advanced notice of such termination.
Accesspoint shall, subject to the provisions of item above, in addition to
any other awards hereunder, pay a referral fee to you in regard to any funding
or capital formation transaction with a Potential Resource referred to
Accesspoint by you. The fee shall be a modified Lehman's Formula based upon the
gross amount funded "Gross Funding Amount." You will be paid a fee equal to 4%
of the first $2,000,000.00 in Gross Funding Amounts; 3% of the next $3,000,000
in Gross Funding Amounts; and 2% for any Gross Funding Amounts over
$5,000,000.00,
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 5
The fee shall be paid in cash and kind. The referral fee shall be payable
within a reasonable time of receipt of actual funding by Accesspoint. The Gross
Funding Amount shall mean the total gross funding actually received by
Accesspoint (or any of its affiliated companies deriving funding or capital
formation benefit from a Potential Resource by reason of presentation or
referral hereunder by you) as a result of any such funding transaction, whether
represented by cash, property or credit benefit. Accesspoint shall pay in kind
to you all property other than cash (excepting those items set forth below)
which may be readily liquidated received by it as set forth above, including,
without limitation, all securities, rights, warrants, options, notes and all
other items of a similar nature which may be readily liquidated or tradable and
not restricted. Credit, credit facilities, restricted securities, and any item
of property or other benefit which may not be readily liquidated or tradable or
which cannot be otherwise paid in kind shall be treated as cash when determining
the Gross Funding Amount. Accesspoint shall ensure that its agreements with
regard to any such transaction shall provide for such distribution in kind to
you and Accesspoint and you shall each equally share and be responsible for one-
half of all of the costs, fees and expenses associated therewith, including
costs related to securities compliance. Accesspoint shall be responsible for
compliance with securities laws as an issuer and you shall be responsible for
compliance with securities laws a security holder; provided, however, that
Accesspoint reserves the right (but not the obligation) to undertake securities
compliance on your behalf (with costs, fees and expenses shared as set forth
above) if attorneys for Accesspoint in good faith determine that such compliance
is reasonably necessary for the protection of Accesspoint and its shareholders
and you do not otherwise undertake such compliance to the satisfaction of
attorneys for Accesspoint. You agree to cooperate with Accesspoint and its
attorneys with regard thereto and perform such reasonable acts and execute, have
acknowledged, and deliver such reasonable documents and instruments, as may be
determined by attorneys for Accesspoint as reasonably necessary.
Accesspoint shall not, directly or indirectly, circumvent any obligations
to pay the above fees to you. Accesspoint shall not cause any Potential
Resource referred by you to provide funds or capital without the payment of
appropriate fees to you. Accesspoint shall not cause any third party to obtain
funds or capital in a transaction in which Accesspoint may have a present or
future economic interest, without the payment of appropriate fees to you. While
Accesspoint shall not be obligated to obtain funds or otherwise conduct business
with any Potential Resource, Accesspoint shall not in bad-faith structure
funding transactions with any Potential Resource in any manner, which would tend
to prejudice, reduce, minimize, or impair the fee which would be otherwise due
and owing to you pursuant to the final agreements proposed hereunder.
You acknowledge and agree that service as an Advisory Board member may
involve access to certain trade secrets and confidential information pertaining
to the business of
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 6
Accesspoint. Accordingly, you agrees that at all times after the date hereof,
you will not, directly or indirectly, without the express written consent of
Accesspoint, disclose to or use for the benefit of any person, corporation or
other entity, or yourself, any trade secrets or other confidential information
concerning Accesspoint's business, including, but not limited to, information
pertaining to its marketing strategy, earnings or finances, or information
concerning its past, present or prospective clients, customers, purchasers, its
operations, methods or other activities. Further, you agree that you shall not,
directly or indirectly, remove or retain, without the express prior written
consent of Accesspoint, any figures, calculations, letters, papers, records,
documents, instruments, drawings, designs, programs, or any copies thereof, or
any information or instruments derived therefrom or any other similar
information might be obtained or recorded, arising out of or in any way relating
to the business of Accesspoint or obtained as a result of the matters
contemplated herein. You acknowledge that all of the foregoing are proprietary
information, which is the exclusive property of Accesspoint. Any provision in
this letter or any other agreement to the contrary notwithstanding, your
obligation under this provision shall survive the termination of this letter or
any such agreement.
Subject to the following provisions, during the term of your service as a
member of the Advisory Board, and for a period of one (1) year after the
termination thereof, you shall not, directly or indirectly, either as a
representative, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in any
manner whatsoever with the business of Accesspoint in any county in which
Accesspoint is then conducting business without the prior written consent of
Accesspoint. Notwithstanding the foregoing, and subject to the solicitation
understandings set forth herein, you may engage or participate in any business,
whether competitive or not, with clients or customers with whom you had a
material personal or business relationship prior to your service as a member of
the Advisory Board. You specifically acknowledge that you will not solicit
customers or clients of Accesspoint in any such circumstance, unless you had a
material personal or business relationship with such client or customer prior to
your service as a member of the Advisory Board and such client or customer was
not already a client or customer of Accesspoint prior to your service as a
member of the Advisory Board. You will not solicit the employees of Accesspoint
for any purpose. Nothing in this provision shall reduce, circumscribe or
prejudice your obligations of confidentiality set forth herein. And, under all
circumstances, you will refrain from making any negative or disparaging remarks
about Accesspoint.
Neither party to this letter agreement shall have, and neither party shall
hold itself out has having, any right or authority at any time to make any
contract or binding promise of any nature on behalf of the other party, whether
oral or written, without the express prior written consent of the other party.
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 7
This letter agreement is not intended to be an offer for the sale or
issuance of securities, whether pertaining to stock, options, or otherwise,
unless the same is exempt from registration and qualification pursuant to an
applicable exemption. The issuance of stock and options is expressly subject to
compliance with all state and federal securities laws, rules and regulations by
the parties. While Accesspoint does not consider this letter agreement itself
to be a securities or offer of any securities, whether pertaining to stock,
options, or otherwise, in the event that this letter is construed to be an
offer, the parties acknowledge the following disclosure in accordance with
Section 25102(a) of the California Corporations Code:
The sale of the securities which are the subject of
this agreement has not been qualified with the
Commissioner of Corporation of the State of California
and the issuance of such securities or the payment or
receipt of any part of the consideration therefor prior
to such qualification is unlawful, unless the sale of
securities is exempt from the qualification by Section
25100, 25102, or 25105 of the California Corporations
Code. The rights of all parties to this agreement are
expressly conditions upon such qualification being
obtained unless the sale is so exempt.
We each understand that no part of the purchase price for stock or options
or other securities may be received and no stock, options or other securities
may be issued hereunder until and unless the sale of such securities is
qualified or registered under applicable state and federal law unless the sale
of such private securities is exempt from the qualification by applicable state
law (including, without limitation, pursuant to the provisions of Sections
25100, 25102 or 25105 of the Code) or exempt from registration by applicable
federal law.
This letter is intended for discussion purposes only and is not intended to
become a contract, written or oral, between Accesspoint and you. Accesspoint
may require that you enter into a separate Advisory Board Member Agreement,
Stock Option Agreement, Stock Award Agreement, Confidentiality Agreement, or
other reasonable written agreement. Service as an Accesspoint Advisory Board
member shall not constitute employment of any type whatsoever by Accesspoint;
future employment, if any, shall be memorialized by a separate written
agreement. We each shall therefore have the right to terminate this
relationship at any time, for any reason, with no obligation to provide advanced
notice of such termination. Upon termination, all unvested Awards (including,
without limitation, stock and stock options) shall terminate and cease to become
exercisable by you. Accesspoint anticipates that it shall receive commensurate
value for the Awards in the form of referrals and potential business
relationships resulting from
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 8
the Potential Resources introduced by you. Should we determine in our sole
unreviewable discretion, subject to the provisions of this letter agreement,
that Accesspoint has not received commensurate value, Accesspoint may terminate
your services as an Advisory Board member, without cause and without notice as
set forth above, and the vesting of any and all awards hereunder shall
immediately cease.
This letter agreement may be amended only by written consent of each of the
parties hereto. The parties hereto shall cooperate with each other and execute
such additional documents or instruments and perform such further acts as may be
reasonably necessary to affect the purpose and intent of this letter agreement.
This letter agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreement, representations and understandings of the parties.
No waiver of any of the provisions of this letter agreement shall be deemed, or
shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. Should any provision
or portion of this letter agreement be held or otherwise become unenforceable or
invalid for any reason, the remaining provisions and portions of this letter
agreement shall be unaffected by such unenforceability or invalidity.
This letter agreement 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. The persons executing
this letter agreement represent that they possess full power and authority to
bind the entities they purport to bind hereunder. This letter agreement shall
be binding on, and shall inure to the benefit of, the parties to it and their
respective heirs, legal representatives, successors and assigns. All
representations, warranties and agreements of the parties contained in this
letter agreement, or in any instrument, certificate, opinion or other writing
provided for in it, shall survive the termination of this letter agreement.
Nothing in this letter agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this letter agreement on any
persons other than the parties to it and their respective successors and
assigns, nor is anything in this letter agreement intended to relieve or
discharge the obligation or liability of any third party to this letter
agreement, nor shall any provision give any third person any right of
subrogation or action over against any party to this letter agreement.
Each party's obligations under this letter agreement are unique. If any
party should default in its obligations under this letter agreement, the parties
each acknowledge that it would be extremely impracticable to measure the
resulting damages; accordingly, the non-defaulting party, in addition to any
other available rights or remedies, may sue in equity for specific
<PAGE>
Accesspoint Corporation
Mr. Toby Parrish
November 16, 1999
Page 9
performance without the necessity of posting a bond or other security, and the
parties each expressly waive the defense that a remedy in damages will be
adequate.
If any legal action or any arbitration or other proceeding is brought for
the enforcement of this letter agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this letter 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.
Whenever the context of this letter agreement requires, the masculine
gender includes the feminine or neuter gender, and the singular number includes
the plural. This letter agreement shall be construed in accordance with, and
governed by, the laws of the State of California. This letter agreement is to
be performed at Orange County, California. Therefore, venue for any action
brought regarding the interpretation or enforcement of this letter agreement
shall lie exclusively in Orange County, California.
If you find the foregoing provisions satisfactory, please execute the
acknowledgment and consent provision set forth below. As chief executive officer
of Accesspoint, I look forward to your potential contribution to our team. If
you have any questions concerning this proposal, please do not hesitate to
contact me at (949) 852-8526 x200 as soon as possible. I look forward to the
exciting opportunities ahead.
Sincerely,
Accesspoint Corporation
By: /s/ Tom M. Djokovich
----------------------
Tom M. Djokovich,
Chief Executive Officer
Acknowledged By:
By: /s/ Toby Parrish
----------------
Toby Parrish
Date: November 16, 1999
