THE SECURITY  REPRESENTED BY THIS CERTIFICATE OR OTHERWISE  CONTEMPLATED IN THIS
AGREEMENT  HAS BEEN  ACQUIRED  FOR  INVESTMENT  AND NOT  WITH A VIEW  TO,  OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                              STOCK BONUS AGREEMENT


THIS STOCK BONUS  AGREEMENT  ("Agreement")  is  effective  as of the 20th day of
December,  2000, by and between  Accesspoint  Corporation,  a Nevada corporation
("Company"),  and Eric Odegard, an individual  ("Employee").  Accesspoint and/or
the Employees are sometimes  herein  referred to  individually  as a "party" and
collectively as the "parties."


                                 R E C I T A L S


A.       WHEREAS, Employee is an employee of Processing Source International,
Inc. ("PSI");

B.       WHEREAS, PSI a subsidiary of the Company;

C.       WHEREAS, on or about March 19, 1999 the Company adopted the Accesspoint
Corporation 1999 Stock Incentive Plan ("Plan");

D.       WHEREAS,  the  Board  of  Directors of  the Company  desire to grant to
Employee certain stock awards in the form of Preferred stock, Series A, pursuant
to the terms and conditions of this Agreement and the Plan; and,

E.       WHEREAS,  the undersigned parties agree  and intend  that the execution
of this Agreement effectively  terminates and cancels all Stock Bonus Agreements
previously executed by and between the Employee and the Company.

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:






                                                                               1

<PAGE>


                                   ARTICLE 1.

                            GRANT OF PREFERRED SHARES

1.1      CONDITIONAL AWARD OF PREFERRED SHARES. For value received,  the Company
hereby  conditionally  awards to Employee the number of shares of its  Preferred
Stock, Series A ("Shares"),  set forth on Schedule 1, attached hereto and made a
part hereof  ("Conditional  Award").  The Shares  shall be made  available  from
authorized and unissued Preferred Stock, Series A, of the Company or from shares
of  Preferred  Stock,  Series A, held by the  Company  as  treasury  stock.  The
foregoing  Conditional  Award  is  made  subject  to the  terms  and  conditions
hereinafter  set  forth.  The above  Preferred  Stock,  Series A, is  subject to
certain  conversion and other rights and restrictions set forth in a Certificate
of Determination  filed by the Company. As used herein, the date of grant of the
Conditional  Award  hereunder  shall  not  necessarily  constitute  the  date of
transfer of the Shares for purposes of election pursuant to Section 83(b) of the
Internal  Revenue  Code of 1986,  as amended,  which my occur on a different  or
later date.

1.2.     FAIR MARKET VALUE.   The fair  market  value  of  the  shares  in  each
Conditional  Award shall be deemed to be three (3%) percent of the closing price
at which a share of Common  Stock of the  Company  shall have been valued on the
date of grant pursuant to Schedule 1,  notwithstanding that the date of transfer
of the Shares for purposes of election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, my occur on a different or later date.

1.3.     PLAN. The Conditional  Award set forth herein is made expressly subject
to the terms and conditions of the Plan. Notwithstanding the foregoing, PSI may,
in lieu of awards by the Company under the Plan, or in coordination  with awards
by the Company  under the Plan,  make stock bonus  awards  pursuant to a similar
plan or plans  adopted  by PSI.  It is the  intent  of the  parties  to  provide
Employee with the benefit of ultimately  being  eligible for  conversion of some
stock or security into Common Shares of the Company.

1.4.     CONVERSION.  The Shares shall,  subject to the terms  and conditions of
this Agreement,  be convertible into fully paid non-assessable  shares of Common
Stock upon the  occurrence of the events set forth herein.  Notwithstanding  the
foregoing,  the Shares may not be  converted  if the  issuance  of any shares of
Common Stock upon such conversion would constitute a violation of any applicable
federal or state  securities or other law or  regulation.  As a condition to the
conversion  of the Shares,  the  Company  may  require the  Employee to make any
reasonable  representation and warranty to the Company as may be required by any
applicable law or regulation.

1.5.     CONVERSION SCHEDULE.   The  Shares shall,  subject  to  the  terms  and
conditions set forth in this  Agreement,  and subject to forfeiture as set forth
herein,  be  convertible  into  Common  Shares  upon the  attainment  of certain
business  development  and/or  revenue  attainment  milestones  by Employee,  in
accordance with the conversion schedule set forth on Schedule 1.

1.6.     TIME FOR ATTAINMENT OF BUSINESS DEVELOPMENT AND/OR  REVENUE  ATTAINMENT
LEVELS. The business development levels and/or revenue attainment  objectives of
Employee as milestones  referenced above must be attained by Employee within the
time periods set forth on Schedule 1. If any business  development  level and/or
revenue  attainment  objective in Schedule 1 is not so attained


                                                                               2

<PAGE>

within  the times  stated in  Schedule  1, the  number of Shares  available  for
conversion  under  that  particular  Milestone  in  Schedule  1 shall  decrease,
effective at the end of each calendar month immediately following the particular
scheduled  date in  Schedule  1, at a rate of ten  percent  (10%) of the  Shares
available for conversion,  pertinent to that particular Milestone, each calendar
month, prorated on the basis of number of days in each calendar month until such
business development level and/or revenue attainment objective is attained.

1.7.     SHARES AVAILABLE FOR CONVERSION.  The  Shares  available for conversion
shall be  reduced  as a pool as set forth at,  above.  Should the pool of Shares
available for conversion be insufficient to provide for any level of conversion,
in full or part,  at any  time as set  forth in this  Agreement,  the  remaining
conversion  schedule  shall be of no further force or effect and all  conversion
rights  shall expire and  terminate  and no further  Shares shall  convert or be
subject to conversion.

1.8.     CONDITIONAL  AWARD  ADJUSTMENTS.   The  Employee  shall  be  granted  a
Conditional  Award of Series A Preferred  Stock (the  "Shares") upon each of the
continuous  employment  periods and in the  amounts of Series A Preferred  Stock
described  in Schedule 1. All  Conditional  Awards shall be  terminated  and the
number of Shares  included  in the  Conditional  Award for the year in which the
Employee  ceases to be  employed  by the  Company  shall be  prorated to date of
employment  termination based on numbers of days of employment in the Employee's
employment year (determined from the initial date of employment as the first day
in the  Employee's  employment  year)  divided  by three  hundred  sixty  (360).
Thereafter, the Employee shall become eligible for additional Conditional Awards
pursuant  to  the  schedule   contained  on  Schedule  1.  The  Shares  not  yet
Conditionally  Awarded pro rata as set forth herein and according to Schedule 1,
at the date of employment termination,  shall be forfeited to the Company. Until
all Conditional Awards pursuant to Schedule 1 are granted to Employee, Employee
can only be terminated by the Company for cause as hereinafter defined.

1.9.     SPECIAL  CONVERSION OF DEATH OR FULL DISABILITY. Upon the death or full
disability of Employee,  and subject to the service  adjustments and forfeitures
as set forth above,  ten percent  (10%) of any Shares not then  converted  shall
automatically convert for the benefit of the Employee or the estate of Employee,
and the  remainder of the  conversion  rights shall expire and terminate and any
then unconverted Shares shall be forfeited to the Company.

1.10.    FULL DISABILITY OF EMPLOYEE. In the event Employee  becomes mentally or
physically  disabled to such an extent that Employee is unable to  substantially
perform  Employee's  normal  employment  duties on behalf of the  Company  for a
period  of  thirty  (30)  consecutive  days or more,  the  Company,  at any time
thereafter,  shall have the right, at its sole option, to declare Employee fully
disabled hereunder.

1.11.    DEFINITION OF CAUSE.  As used  herein  with  regard  to  suspension  or
discharge,  cause shall consist of the following:  (i) cause as defined pursuant
to any written  employment  agreement to which the Employee is a party; (ii) the
conviction  of Employee by a court of  competent  jurisdiction  (and to which no
further  appeal  can be taken) of a felony or any other  crime  involving  moral
turpitude;  (iii) the  commission  by  Employee  of an act of fraud or other act
materially  evidencing bad faith or  dishonesty;  (iv) the  misappropriation  by
Employee  of any  funds or  property  or other  rights of the  Company;  (v) the
suspension  or  removal  or  termination  of  Employee  by or at the  request or
requirement of any governmental  authority having jurisdiction over the Company;
(vi) the  willful


                                                                               3

<PAGE>

refusal to follow any lawful directive of the Board of Directors of Company;  or
(vii) the breach by  Employee of any  material  terms of this  Agreement  or any
other  agreement  between  Employee  and the  Company  or any  affiliate  of the
Company.  The foregoing  definition shall be used for purposes of this Agreement
only  and  shall  have  no  other   effect,   whether   binding,   interpretive,
illustrative,  or otherwise, on any employment relationship,  whether at-will or
pursuant to a written agreement employment agreement.

1.12.    EXPIRATION OF CONVERSION RIGHTS.  The  conversion rights with regard to
any and all Shares  which do not become  fully  converted  at the time set forth
therefore  shall be deemed expired and such Shares shall no longer be subject to
conversion in accordance with the terms and conditions of this  Agreement.  Such
Shares unconverted Shares shall be forfeited to the Company.

1.13.    REVENUE. Subject to adjustment as set forth at Section 1.13, below, the
term revenue as used herein shall mean the gross  revenue of PSI from sources as
follows:  (i) all of the capital inflows of PSI (or enhancements of assets) from
producing and delivering  goods,  rendering  services,  or other activities that
constitute  the  ongoing  central  business  operations  of PSI;  and (ii) gross
revenues  from sales and  licensing  transaction  made by PSI with regard to the
services  and  products  of PSI for the  account or benefit of PSI  pursuant  to
transactions materially initiated by Employee or in which the Employee is or was
a direct and substantial  influence.  Subject to the definitions and adjustments
set forth  herein,  the term revenue  shall be  construed  hereunder in a manner
consistent with generally accepted accounting principles.

1.14.    ADJUSTMENT TO REVENUE.The term revenue as used herein shall be adjusted
to exclude  contributions or distributions from the Company to PSI or any of its
affiliated entities,  contributed capital,  equity inconvertments,  tax credits,
and  revenues,  gains and/or  increases in equity or assets from  peripheral  or
incidental  transactions  not otherwise  specifically set forth at Section 1.10,
above.

1.15.    RIGHTS AS SHAREHOLDER.  Employee shall have all rights as a shareholder
of Preferred Stock,  Series A, with respect to the Shares,  except to the extent
that such  rights as a share  owner would cause the Plan not to comply with Rule
16b-3  under  the  Securities  Exchange  Act  of  1934,  as  amended.   Employee
acknowledges that the Preferred Stock, Series A, bear no voting rights.

1.16.    NONTRANSFERABILITY OF CONDITIONAL  AWARDS.  Subject  to the  terms  and
conditions  contained  herein,  the  Shares  subject to the  Conditional  Award,
whether  converted or unconverted,  shall not be  transferable  and shall not be
sold,  exchanged,  transferred,  pledged,  hypothecated or otherwise disposed of
within  twenty-four  (24) months from the date of the  Conditional  Award unless
specifically authorized by the Board of Directors of Accesspoint.



                                                                               4

<PAGE>


                                   ARTICLE 2.

                       ISSUANCE OF FULLY CONVERTED SHARES

2.1.     ISSUANCE ON CONVERSION.  Before any Shares may be converted into Common
Shares,  the Employee must surrender the certificate or certificates  evidencing
the Shares,  duly  endorsed in blank or  accompanied  by proper  instruments  of
transfer,  at the office of the  Company or any  transfer  agent for the Shares.
Employee  shall  give  written  notice to the  Company at such  office  that the
Employee  reasonably  believes  that  that a  certain  number  of Shares is then
subject to  conversion  as set forth  herein.  The notice shall also specify the
name or names in which the Employee the certificate or  certificates  for Common
Shares to be issued.  If a name  specified is not that of  Employee,  the notice
shall  also  state the  address  of the new  holder  and any  other  information
required by law. The Company shall have the right,  in its sole  discretion,  to
decline  to issue  any such  certificates  in any  name  other  than the name of
Employee  appearing the surrendered  certificates  representing the Shares.  The
Company  shall,  subject to the tax provisions set forth at Section 2.7, as soon
as practicable thereafter, issue and deliver at such office to the holder of the
Shares converted, or the that holder's nominee or nominees, certificates for the
number of full Common  Shares to which the holder shall be entitled,  to receive
together with a scrip  certificate or cash in lieu of any fraction of a share as
provided herein,  subject further to an available exemption under the securities
laws and general  compliance with all securities  laws,  rules and  regulations.
Notwithstanding  the  foregoing,  the Company  shall not be obligated to deliver
registered  or  qualified   securities  to  Employee,   and  the  obligation  of
Accesspoint to issue Common Shares and/or deliver stock certificates shall abate
unless and until an available  exemption from the requirement of registration or
qualification  under any  applicable  securities  laws is  available  and may be
obtained and perfected.

2.2      CONVERSION DATE. Conversion hereunder shall be deemed to have been made
as of the date of  surrender  of the Shares to be  converted,  and the person or
persons  entitled to receive the Common Shares issuable upon conversion shall be
treated for al purposes as the record holder or holders of such Common Shares on
that date.

2.3.     COMPLIANCE  WITH  SECURITIES  LAWS.  All  offers, sales,  transfers and
Conversions  of the  Shares  shall be made in  compliance  with  all  applicable
securities  laws,  rules  and  regulations,  and  pursuant  to  registration  of
securities under the Securities Act (and qualification under General Corporation
Law of  California)  or pursuant to an  exemption  from  registration  under the
Securities Act (and qualification  under General Corporation Law of California).
The Employee  acknowledges  that the Shares are subject to the  restrictions  on
transfer set forth in Rule 144 of the Rules promulgated under the Securities Act
of  1933  ("Act").  Any  and all  offers  and  sales,  to the  extent  permitted
hereunder,  by Employee after the restricted  period shall be made only pursuant
to  such  a  registration   (and   qualification)  or  to  such  exemption  from
registration  (and  qualification).  Employee shall comply with all policies and
procedures established by Accesspoint with regard to Rule 144 matters.

2.4.     CHANGE IN STRUCTURE OF ACCESSPOINT.  Upon the  consummation of any sale
of substantially all of the assets of Accesspoint, or the merger,  consolidation
or  reorganization  of  Accesspoint  in which  Accesspoint  is not the surviving
corporation,  and directly  pursuant to which  Employee is materially  prevented
from achieving any applicable revenue  milestones as set forth herein,  then all
conditionally converted Shares shall fully convert and Employee shall be granted
fully converted Shares as if the


                                                                               5

<PAGE>

next applicable  revenue milestone had then been achieved.  The remainder of any
conversion  rights  pertaining  to the Shares,  including,  without  limitation,
conversion rights pertaining to conditionally converted Shares, shall expire and
terminate and the Shares shall no longer be subject to conversion.

2.5.     EMPLOYMENT RELATIONSHIP.  The parties  acknowledge that any  employment
relationship  or  relationships  between  the  Employees  and the Company or the
Employees and  Accesspoint,  if any, is either  at-will  employment or set forth
pursuant  to the  terms of a  separate  written  employment  agreement  and that
nothing in this Agreement shall affect in any manner  whatsoever such employment
relationships,  if any,  between The Employees and such parties.  This Agreement
does not  constitute an express or implied  promise of continued  employment for
the periods defined herein or any other period or periods.

2.6.     TAX MATTERS.  (a).  If the Employee properly elects  within thirty (30)
days of the date on which the  Conditional  Award is granted to include in gross
income for federal  income tax purposes an amount equal to the fair market value
(on the date of grant of the  Conditional  Award)  of the Stock  subject  to the
Conditional  Award,  such person  shall make  arrangements  satisfactory  to the
Company to pay the Company in the year of such  Conditional  Award any  federal,
state or local taxes required to be withheld with respect to such shares. If the
Employee  shall fail to make such tax  payments  as are  required,  the  Company
shall, to the extent permitted by law, have the right to deduct from any payment
of any kind  otherwise  due to the Employee  any federal,  state or local income
taxes of any kind  required  by law to be  withheld  with  respect  to the Stock
subject to such Conditional Award.

         (b).  Should the Employee  not make the  election  described in Section
2.6(a) herein,  then the Employee  shall, no later than the date as of which the
restrictions referred to herein and on Schedule 1 and such other restrictions as
may have been imposed as a condition of the Conditional  Awards shall lapse, pay
to the  Company,  or make  arrangements  satisfactory  to the Company  regarding
payment of any federal,  state or local taxes of any kind  required by law to be
withheld  with  respect to the Stock  subject  to such  Conditional  Award.  The
Company may, in its sole discretion and on terms it shall determine,  approve or
disapprove  the election of the  Employee for the Company to withhold  shares of
Stock as the deemed cash  settlement  to satisfy the Company's  withholding  tax
obligations,  in  whole or in  part,  relating  to the  Conditional  Award.  The
approval  or  disapproval  of the  Company  may be given at any time  after  the
election to which it relates.  The election by the  Employee  shall only be made
during the period  beginning  on the third  business day  following  the date of
release for  publication of quarterly or annual summary  statements of sales and
earnings and ending on the twelfth business day following such date.

         (c). If Accesspoint determines that it is required to withhold federal,
state  or  local  tax as a  result  of the  grant  of the  Conditional  Award or
conversion of the Shares, then Employee, as a condition to the conversion of the
Shares,  shall make  arrangements  satisfactory  to  Accesspoint to enable it to
satisfy such withholding  requirements.  Employee will pay when due and payable,
any and all federal and state taxes or fees that may be payable by Employee with
respect to, without limitation: (i) the grant of the Shares; (ii) the conversion
of  the  Shares;  (iii)  the  issuance  of any  Common  Shares  or  certificates
therefore;  and/or  (iv) the  subsequent  disposition,  to the extent  permitted
hereunder,  of any of the  Shares,  Common  Shares,  or  certificates  issued to
Employee upon conversion of the Shares. The Employee understands that any of the
foregoing  references  to  taxation  are based on  federal  income  tax laws and
regulations  now in effect,  and may not be  applicable  to the


                                                                               6

<PAGE>

Employee  under  certain  circumstances.  The Employee may also have adverse tax
consequences  under  state or local law.  The  Employee  has  reviewed  with the
Employee's  own  tax  advisors  the  federal,   state,  local  and  foreign  tax
consequences of the transactions contemplated by this Agreement. The Employee is
relying solely on such advisors and not on any statements or  representations of
the Company or any of its agents.  The  Employee  understands  that the Employee
(and not the Company) shall be responsible  for the Employee's own tax liability
that may arise as a result of the transactions contemplated by this Agreement.

2.7.     INCIDENTAL REGISTRATION.  Subject to Nontransferability provisions out-
lined in Section 1.16 above,  Accesspoint  shall give written notice to Employee
of any proposed  registration under the Act of any of its securities of the same
class and series as the Common Shares issued to Employee  pursuant to conversion
of the Shares.  Accesspoint will use its best reasonable  commercial  efforts to
include in any such  Registration  Statement,  at the cost of Accesspoint and in
accordance  with the  intended  method or  methods of  distribution,  any of the
Common  Shares  issued to  Employee  pursuant  to  conversion  of the  Shares if
Employee  shall  request  inclusion  within  thirty  (30) days after the date of
mailing of the above notice. Employee will cooperate with Accesspoint,  execute,
acknowledge,  notarize,  and deliver reasonable  documents and instruments,  and
provide Accesspoint with all reasonable  documents,  instruments and information
reasonably  required to prepare,  complete and file the Registration  Statement.
Employee  represents that no such documents,  instruments and information  shall
contain any untrue  statements  of material  fact or omit to state any  material
facts required to be stated therein necessary to make the statements therein not
misleading in light of the  circumstances  then  existing.  Notwithstanding  the
foregoing,  Accesspoint  may, but shall not be required  hereunder  to, keep any
such  Registration  Statement  effective  or prepare or file any  amendments  or
post-effective  amendments  to the  Registration  Statement  with  regard to the
shares of  Employee  or assist in any way with the sale or  distribution  of the
shares of Employee.


                                   ARTICLE 3.

                            RESTRICTIONS ON TRANSFER

3.1.     RESTRICTIONS. Notwithstanding anything herein to the contrary, Employee
understands  and agrees  that  Employee  shall not dispose of any of the Shares,
whether  by  sale,  exchange,  assignment,   transfer,  gift,  devise,  bequest,
mortgage, pledge, encumbrance or otherwise,  except in accordance with the terms
and conditions of this Agreement, and Employee shall not take or omit any action
which will impair the absolute and  unrestricted  right,  power,  authority  and
capacity of Employee to sell Shares in accordance  with the terms and conditions
hereof

3.2.     TRANSFERS VOID.  Any  purported transfer  of  Shares  by  Employee that
violates any provision of this  Agreement  shall be wholly void and  ineffectual
and  shall  give to the  Company  or its  designee  the right to  purchase  from
Employee  all but not less than all of the Shares then owned by  Employee  for a
period  of 90 days  from the date the  Company  first  learns  of the  purported
transfer at the Agreement  Price and on the Agreement  Terms (as those terms are
defined in  Sections  3.11 and 3.12,  respectively,  of this  Article 3). If the
Shares are not purchased by the Company or its designee,  the purported transfer
thereof shall remain void and  ineffectual and they shall continue to be subject
to

this Agreement. The Company shall not cause or permit the transfer of any Shares
to be made on its

                                                                               7
<PAGE>

books except in accordance with the terms hereof.

3.3.     PERMITTED TRANSFERS.  Employee may sell, assign  or transfer any Shares
held by the Employee but only by complying  with the  provisions of Section 3.7.
Employee may sell,  assign or transfer  any Shares held by the Employee  without
complying  with the  provisions  of Section 3.7 by obtaining  the prior  written
consent of the  Company as approved by a majority of the members of the Board of
Directors of the Company,  provided that the transferee  agrees in writing to be
bound by the provisions of this Agreement and the transfer is made in accordance
with any other  restrictions or conditions  contained in the written consent and
in accordance with applicable federal and state securities laws.

3.4.     NO TRANSFER UPON DEATH.  No Shares may be transferred  upon  the  death
of  Employee;  the  Shares  shall  be  subject  to the  special  conversion  and
forfeiture  provisions  set  forth  hereinabove   pertaining  to  the  death  or
disability of Employee.

3.5.     NO PLEDGE.  Unless a majority of the  members of the Board of Directors
consent, Shares may not be pledged,  mortgaged or otherwise encumbered to secure
indebtedness  for money borrowed or any other  obligation for which the Employee
is primarily or secondarily liable.

3.6.     STOCK CERTIFICATE  LEGEND.  Each stock certificate for Shares issued to
the Employee shall have conspicuously  written,  printed,  typed or stamped upon
the face thereof,  or upon the reverse  thereof with a conspicuous  reference on
the face  thereof,  the  following  legend,  in addition to any other  legend or
legends deemed required or appropriate by counsel for the Company:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE TRANSFERRED IN THE
ABSENCE  OF  REGISTRATION   THEREUNDER  OR  AN  APPLICABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD,  ASSIGNED,
TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE  WITH
AND  SUBJECT TO THE TERMS OF THE STOCK  BONUS  AGREEMENT,  A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF
THE BOARD OF DIRECTORS CONSENT, SUCH STOCK BONUS AGREEMENT PROHIBITS ANY PLEDGE,
MORTGAGE OR OTHER  ENCUMBRANCE  OF SUCH SHARES TO SECURE ANY  OBLIGATION  OF THE
HOLDER HEREOF.  EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON  ACQUIRING OR
PURPORTING  TO ACQUIRE THE  CERTIFICATE  OR THE SHARES  HEREBY  EVIDENCED OR ANY
INTEREST  THEREIN  IS HEREBY  NOTIFIED  OF THE  EXISTENCE  OF SUCH  STOCK  BONUS
AGREEMENT,  AND ANY ACQUISITION OR PURPORTED  ACQUISITION OF THIS CERTIFICATE OR
THE SHARES  HEREBY  EVIDENCED  OR ANY INTEREST  THEREIN  SHALL BE SUBJECT TO ALL
RIGHTS AND  OBLIGATIONS OF THE PARTIES TO SUCH STOCK BONUS  AGREEMENT AS THEREIN
SET FORTH.

3.7.     SALES OF  SHARES;  RIGHT OF  FIRST  REFUSAL.  The  Company  shall  have
a right of first refusal with regard to any sale, assignment,  transfer or other
disposition of any Shares held by Employee.


                                                                               8

<PAGE>

         3.7.1.  In the event that the Employee shall desire to sell,  assign or
transfer  any Shares  held by the  Employee to any other  person  (the  "Offered
Shares")  and shall be in receipt of a bona fide offer to  purchase  the Offered
Shares ("Offer"),  the following  procedure shall apply. The Employee shall give
to the Company written notice  containing the terms and conditions of the Offer,
including,  but not limited to: (i) the number of Offered Shares; (ii) the price
per Share;  (iii) the method of payment;  and (iv) the  name(s) of the  proposed
purchaser(s).

         3.7.2.  An offer shall not be deemed bona fide unless the  Employee has
informed the  prospective  purchaser  of the  Employee's  obligation  under this
Agreement and the  prospective  purchaser has agreed to become a party hereunder
and to be bound  hereby.  The  Company  is  entitled  to take  such  steps as it
reasonably  may deem necessary to determine the validity and bona fide nature of
the Offer.

         3.7.3.  Until 10 days after such  notice is given,  the  Company or its
designee shall have the right to purchase all of the Offered Shares at the price
offered by the prospective purchaser and specified in such notice. Such purchase
shall be on the Agreement Terms, as defined in Sections 3.11 and 3.12.

3.8.     FAILURE OF COMPANY OR ITS DESIGNEE TO PURCHASE  OFFERED SHARES.  If all
of the  Offered  Shares are not  purchased  by the Company  and/or its  designee
within the 10-day period granted for such purchases,  then any remaining Offered
Shares may be sold,  assigned or  transferred  pursuant to the Offer;  provided,
that the Offered Shares are so  transferred  within 15 days of the expiration of
the 10-day  period to the  person or  persons  named in, and under the terms and
conditions of, the bona fide Offer  described in the notice to the Company;  and
provided further,  that such persons agree to execute and deliver to the Company
a written agreement,  in form and content satisfactory to the Company,  agreeing
to be bound by the terms and conditions of this Agreement.

3.9.     MANNER  OF  EXERCISE.    Any  right  to  purchase  hereunder  shall  be
exercised by giving written  notice of election to the Employee,  the Employee's
personal  representative  or any other selling person, as the case may be, prior
to the expiration of such right to purchase.

3.10.    AGREEMENT  PRICE.  (b)(3).  The "Agreement  Price" shall be the  higher
of (i) the fair market  value of the Shares to be purchased  determined  in good
faith by the Board of  Directors  of the Company or (ii) the  original  exercise
price of the Shares to be purchased.

3.11.    DELIVERY OF SHARES AND CLOSING  DATE. At the closing, the Employee, the
Employee's personal representative or such other selling person, as the case may
be, shall deliver  certificates  representing the Shares,  properly endorsed for
transfer,  and with the necessary  documentary and transfer tax stamps,  if any,
affixed,  to the  purchaser  of  such  Shares.  Payment  of the  purchase  price
therefore shall  concurrently be made to the Employee,  the Employee's  personal
representative  or such other selling person,  as provided in subsection (ii) of
this Section  3.11.  Such  delivery and payment  shall be made at the  principal
office of the Company or at such other place as the parties  mutually agree. The
foregoing may be herein referred to as the "Agreement Terms."

3.12.    PAYMENT OF PURCHASE  PRICE.  The Company  shall pay the purchase  price
to the Employee at the closing. The purchase price payment terms shall be a part
of the "Agreement Terms."

                                                                               9

<PAGE>

 3.13.   RIGHT  TO  PURCHASE  UPON  CERTAIN  OTHER  EVENTS.   The Company or its
designee  shall have the right to  purchase  all,  but not less than all, of the
Shares held by the Employee at the Agreement  Price and on the  Agreement  Terms
for a period of 90 days after any of the following events:

         3.13.1.   Any  attempt by  a  creditor to levy  upon or sell any of the
Employee's Shares;

         3.13.2.   The  filing  of  a  petition  by the Employee  under the U.S.
Bankruptcy Code or any insolvency laws;

         3.13.3.   The  filing  of   a  petition  against  Employee  under   any
insolvency or  bankruptcy  laws by any creditor of the Employee if such petition
is not dismissed within 30 days of filing;

         3.13.4.   The entry of a decree of divorce between the Employee and the
Employee's spouse; or

         3.13.5.   The  termination  of  Employee's  services  as an employee or
consultant with the Company.

3.14.    NOTICE OF EVENTS. The Employee shall provide the Company written notice
of the  occurrence  of any event set forth at Section 3.13 within 30 days of the
occurrence of such event.

3.15.    TERMINATION.  The  provisions  of this  Article 3 shall  terminate  and
all rights of each such party hereunder shall cease except for those which shall
have theretofore accrued upon the occurrence of any of the following events:

         3.15.1.   Cessation of the Company's business;

         3.15.2.   Bankruptcy, receivership or dissolution of the Company;

         3.15.3.   Ownership of all of the issued and outstanding shares of  the
Company by a single shareholder of the Company;

         3.15.4.   Written  consent or  agreement of  the  shareholders  of  the
Company  holding 50% of the then issued and  outstanding  shares Common Stock of
the Company (determined on a fully diluted basis);

         3.15.5.   Consent  or  agreement of  a  majority  of the members of the
Board of Directors of the Company; or

         3.15.6.   Registration of any class of equity securities of the Company
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

3.16.    AMENDMENT.  This  Article  3  may be modified or amended in whole or in
part by a written  instrument  signed by shareholders of the Company holding 50%
of the outstanding  shares of Common Stock (determined on a fully diluted basis)
or a majority of the members of the Board of Directors of the Company.

                                                                              10

<PAGE>

                                   ARTICLE 4.

                               GENERAL PROVISIONS

4.1.     RECITALS.  The  recitals  set  forth  above  are  incorporated  herein
by this reference and made a part of this Agreement.

4.2.     ADVICE OF COUNSEL.  Each party has been advised of  and understands the
terms and  conditions  of this  Agreement.  This  Agreement  has been freely and
voluntarily entered into and executed by the parties, each of the parties hereto
being duly represented by counsel or having the benefit of advice of counsel.

4.3.     AMENDMENTS.  This Agreement may be amended only  by  written consent of
each of the parties hereto.

4.4.     FURTHER  ACTS.  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 the
Agreement.

4.5.     NOTICES. Any and all notices,demands, requests, or other communications
required or permitted by this  Agreement or by law to be served on, given to, or
delivered to any party hereto by any other party to this  Agreement  shall be in
writing and shall be deemed duly served,  given,  or delivered  when  personally
delivered  to the  party  or to an  officer  of the  party,  or in  lieu of such
personal delivery, when deposited in the United States mail, first-class postage
prepaid addressed as follows:

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


Employee:                           [See Schedule 1]






                                                                              11

<PAGE>


4.6.     EFFECT  OF  HEADINGS.   The  subject  headings of  the  paragraphs  and
subparagraphs  of this Agreement are included for purposes of convenience  only,
and  shall  not  affect  the  construction  or  interpretation  of  any  of  its
provisions.

4.7.     ENTIRE AGREEMENT; MODIFICATION, WAIVER. This Agreement  constitutes the
entire  agreement  between the parties  pertaining to the  conditional and final
converting  of any  Shares,  and along with the Plan and the  Trust,  the entire
agreement  between the parties  pertaining to any other subject matter contained
herein.  This  Agreement  supersedes  all prior and  contemporaneous  agreement,
representations  and  understandings  of the  parties.  No  waiver of any of the
provisions of this 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.

4.8.     SEVERABILITY.  Should any  provision  or portion of this  Agreement  be
held or otherwise become  unenforceable or invalid for any reason, the remaining
provisions  and  portions  of  this  Agreement   shall  be  unaffected  by  such
unenforceability or invalidity.

4.9.     COUNTERPARTS.  This  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  exhibits
attached  hereto  and  initialed  by the  parties  are  made a part  hereof  and
incorporated herein by this reference.

4.10.    PARTIES IN INTEREST.  Nothing  in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any persons  other than the parties to it, and PSI,  and their and
its respective  successors and assigns.  PSI is expressly declared to be a third
party beneficiary under this agreement with full rights of enforcement. Further,
nothing in this  Agreement  intended to relieve or discharge  the  obligation or
liability of any third party to this Agreement, nor shall any provision give any
third  person  except PSI any right of  subrogation  or action over  against any
party to this Agreement.

4.11.    ASSIGNMENT. The Shares may be exercised only by  Employee during his or
her  lifetime,  unless  expressly  agreed  otherwise in writing by  Accesspoint.
Employee  may not  transfer or assign,  or purport to  transfer  or assign,  the
Shares  without the prior  written  consent of  Accesspoint.  To the extent that
Accesspoint may consent to any such assignment,  this Agreement shall be binding
on,  and shall  inure to the  benefit  of,  the  heirs,  legal  representatives,
successors and assigns of Employee. Accesspoint may assign this Agreement to any
entity which purchases substantially all of the assets of Accesspoint, or is the
surviving entity in any merger, consolidation or reorganization of Accesspoint.

4.12.    SPECIFIC PERFORMANCE. Each party's obligations under this Agreement are
unique. If any party should default in its obligations under this Agreement, the
parties each acknowledge that it would be extremely impracticable to measure the
resulting  damages;  accordingly,  the  nondefaulting  party, in addition to any
other available rights or remedies,  may sue in equity for specific  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.

                                                                              12

<PAGE>

4.13.    RECOVERY OF LITIGATION COSTS. 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.

4.14.    SURVIVAL  OF  REPRESENTATIONS  AND  OBLIGATIONS.  All  representations,
warranties and agreements of the parties contained in this Agreement,  or in any
instrument,  certificate,  opinion or other  writing  provided  for in it, shall
survive the dissolution of the Partnership.

4.15.    GENDER;  NUMBER.  Whenever the context of this Agreement requires,  the
masculine gender includes the feminine or neuter gender, and the singular number
includes the plural.

4.16.    GOVERNING LAW.  This Agreement shall be construed in  accordance  with,
and governed by, the laws of the State of California.

4.17.    VENUE.  This Agreement is to be performed at Orange County, California.
Therefore,  venue  for  any  action  brought  regarding  the  interpretation  or
enforcement  of  this  Agreement   shall  lie   exclusively  in  Orange  County,
California.

4.18.    PRIOR STOCK BONUS AGREEMENTS.  All prior stock bonus agreements between
the Company and Employee are hereby  repealed and declared  null and void.  This
Agreement  takes the place of all  prior  stock  bonus  agreements  between  the
Company and Employee.


IN WITNESS  WHEREOF,  this Agreement is effective the date first set forth above
at Orange County, California.


                                   COMPANY:

                                   Accesspoint Corporation, a Nevada corporation

                                   By: /s/ Tom M. Djokovich
                                       -------------------------
                                       Tom M. Djokovich,
                                       Chief Executive Officer

                                   EMPLOYEE:


                                   By: /s/ Eric Odegard
                                       -------------------------
                                       Eric Odegard,
                                       an individual



                                                                              13

<PAGE>


                                   SCHEDULE 1



NUMBER OF PREFERRED SHARES, SERIES A, CONDITIONALLY AWARDED:

         (1)      After completion of a minimum of twelve (12) months of
                  employment with PSI, but in any event not prior to  January 1,
                  2001:  500,000 shares (Five Hundred Thousand)

CONDITIONAL CONVERSION SCHEDULE:

The following  conversion  schedule shall outline various  business  development
goals  under the direct  influence  and  responsibility  of  Employee  and shall
require  achievement,  in  accordance  with the  terms  and  conditions  of this
Agreement, of those milestones outlined below.

Milestone 1.      The  Employee  shall have the  right to convert  Five  Hundred
                  Thousand (500,000) Class A Preferred Shares upon attaining the
                  following business development goals for PSI:

                  (a) Employee shall be responsible for helping to establish and
                  maintain a business  development  division for the development
                  and  management of both the direct and indirect sales channels
                  for  PSI's  processing  services.   The  business  development
                  division shall be capable of supporting customer service needs
                  of the sales groups,  providing for sales and product training
                  and capable of satisfactorily  accounting for, and payment of,
                  account generation commissions and residuals.

                  (b) Upon commencement of processing,  the business development
                  division   shall  be  capable  of  developing   sales  channel
                  relationships sufficient to allow PSI to achieve its estimated
                  twelve  month new account and revenue  projection  totals of a
                  minimum of twenty thousand (20,000) new accounts and seventeen
                  million four hundred thousand  ($17,400,000)  dollars in gross
                  revenues. Furthermore, the business development division shall
                  continue  to grow it's book of business  and the  underwriting
                  division  shall  maintain  its ability to keep up with account
                  services   for  a  period  of  thirty   (30)  days  after  the
                  achievement of the above described milestones.

                  The time attainment requirements for Employee's achievement of
                  the foregoing business  development goals and objectives shall
                  be twenty  four (24) months  from the  effective  date of this
                  Agreement.

ADDRESS OF EMPLOYEE FOR PURPOSE OF NOTICE AND OTHERWISE:

Eric Odegard
20542 Hatteras Street
Woodland Hills, CA 91367
SSN #: ###-##-####


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