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 Al Urcuyo, 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,

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 outlined
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 books except in accordance with the terms hereof.


                                                                               7


<PAGE>


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 under-
stands 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
                                    Attn: Tom M. Djokovich


Employee:                           [See Schedule 1]



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<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 consti-
tutes 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.


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<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  representa-
tions, 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/ WALTER BURCH
                                            -----------------------------------
                                                Walter Burch,
                                                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:

Walter Burch
11920 Darby Avenue
Northridge, CA 91326
SSN#: ###-##-####






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