THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED  UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION  THEREFROM
IS AVAILABLE.


                             STOCK OPTION AGREEMENT

         THIS STOCK  OPTION  AGREEMENT  ("Agreement"),  is made  effective as of
December   14,  2001,   between   [NAME],   a   California   [individual/limited
partnership/corporation]  ("Optionor"),  and  NET  INTEGRATED  SYSTEMS  LTD.,  a
Bermuda corporation ("Optionee").  Optionor and/or Optionee are sometimes herein
referred to individually as a "party" and collectively as the "parties."

                                 R E C I T A L S

         WHEREAS,  this  Agreement  is entered  into in  connection  with a loan
("Loan") from Optionee to Accesspoint Corporation, a Nevada corporation ("APC"),
evidenced by that certain  Revolving Line of Credit Secured  Promissory  Note of
even date (the "Note");

         WHEREAS,  Optionee and APC have  concurrently  herewith  entered into a
Secured  Loan  Agreement  for the  extension  of  credit to APC  ("Secured  Loan
Agreement");

         WHEREAS,  Pledgor is a significant shareholder of  APC and desires that
APC obtain the Loan;

         WHEREAS, Holder is willing to extend the said credit facility only upon
the  granting  of the  option  hereunder  and the  pledge by Pledgor of all of a
security  interest  in  Pledgor's  shares of common  stock of APC as a secondary
method to secure the  repayment of the Loan as evidenced by the Note and Secured
Loan Agreement;

         WHEREAS, both parties desire to enter into this Agreement,

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
set forth in this  Agreement,  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  Optionor and Optionee
agree as follows:

1.       OPTION GRANTED. Optionor hereby grants Optionee an option ("Option") to
purchase up to [X] number of shares of common  voting stock of APC  representing
all of the shares of authorized and issued common voting stock owned by Optionor
("Shares") in APC at the purchase  price of $2.00 per share.  This option may be
exercised  in  whole-share  units as a series of options  for any lesser  amount
until all of the  Shares  have been  acquired  or in a single  exercise  for the
entire amount, all subject to the terms and conditions of this Agreement.


                                      -1-
<PAGE>


2.       TIME OF EXERCISE OF OPTION. Optionee may exercise its Option commencing
on the  effective  date of this  Agreement,  at any time,  and from time to time
until, as provided in Paragraph 10 below, termination of the Option.

3.       METHOD OF EXERCISE.  This Option shall be  exercised by written  notice
from Optionee to Optionor,  stating the number of shares for which the Option is
being  exercised.  The notice must be  accompanied by surrender of this original
Agreement  and payment for the full amount of the  exercise  price  representing
good and immediately available funds. This Option shall be deemed exercised when
good and  immediately  available  funds are confirmed to the account of Optionor
(or to the account of APC, per the election of Optionor).

4.       ELECTION. Optionor may, subject to the call provisions set forth below,
elect to direct the proceeds of any exercise  hereunder to APC for use by APC in
repayment of the Note and the obligations  secured  pursuant to the Secured Loan
Agreement.  Optionor's  first  resource  for  payment  of the Note  and  Secured
Obligations  shall be from the exercise  proceeds  potentially  available to APC
under this  Agreement.  Upon the written  request of  Optionee,  Optionor  shall
promptly provide Optionee with the results of Optionor's  election as to whether
or not Optionor shall direct the exercise proceeds to APC. If Optionor elects to
direct the exercise  proceeds to APC,  Optionee shall exercise its options under
this  Agreement  as a first  and  primary  source of  repayment  of the Note and
Secured  Obligations  and  Optionee  shall  first  look  to  such  proceeds  for
satisfaction  and  payment,  whether or not APC actually  pays such  proceeds to
Optionee as holder under the Note, or otherwise.

5.       EQUAL  EXERCISE.  It is the intent of the  parties that  each of Tom M.
Djokovich,  The Access Holdings Limited  Partnership,  and Alfred Urcuyo,  shall
grant  options to Optionee in the nature of the Option  granted  herein and that
each of them shall pledge  shares of common  voting stock of APC as security for
the  obligations  under the Note and  Secured  Loan  Agreement.  Optionee  shall
exercise   the   Option   granted   herein    equally,    share-for-share    and
dollar-for-dollar,  against  all shares of common  voting  stock of APC in which
Optionee  shall  have been  granted  an option by Tom M.  Djokovich,  The Access
Holdings Limited Partnership,  and Alfred Urcuyo. This Agreement, and the Option
granted herein shall be void and unenforceable to the extent that Optionee fails
to exercise the Option equally with options granted by each of Tom M. Djokovich,
The Access Holdings Limited Partnership, and Alfred Urcuyo, on a share-for-share
and dollar-for-dollar basis.

6.       CALL.  Optionor may call the Options,  or any part thereof, at any time
after the  expiration of eighteen  (18) months from the  effective  date of this
Agreement.  Upon Optionor's call of the Options,  or any part thereof,  Optionee
shall promptly either exercise the Option as called or determine not to exercise
the Option.  To the extent that  Optionee  shall  determine  not to exercise the
Option as called, the Option, and this Option Agreement, shall then terminate as
to the Option so called  and the Shares  shall no longer be subject to the terms
and conditions of this Agreement  with regard  thereto.  The above call shall be
made in writing and  Optionee  shall,  within  three (3) days of the date of the
call,  either decline to exercise by a writing  returned to Optionor so stating,
or  exercise  the Option by tender of the  payment set forth at Section 3, above
(without the notice of exercise set forth thereat). All of the exercise proceeds
from  exercise  on call up to the  amount of the then  outstanding  indebtedness


                                      -2-

<PAGE>

under the Note shall be directed to APC for use by APC in  repayment of the Note
and the obligations  secured  pursuant to the Secured Loan  Agreement;  Optionor
shall  not be  obligated  to  direct  exercise  proceeds  in  excess of the then
outstanding indebtedness under the Note to APC.

7.       MERGER  AND  CONSOLIDATION.   Following  the  merger  of  one  or  more
corporations  into APC or any  consolidation of APC and one or more corporations
in which APC is the  surviving  corporation,  the  exercise of this Option shall
apply to the  shares of the  surviving  corporation.  Notwithstanding  any other
provision of this  Agreement,  this Option shall terminate on the dissolution or
liquidation  of APC, or on any merger or  consolidation  in which APC is not the
surviving corporation.

8.       RIGHTS AS SHAREHOLDER.  Optionee  will not  be deemed to be a holder of
any shares  pursuant  to the  exercise of this Option  until  Optionee  pays the
exercise  price for the shares  subject to exercise and a stock  certificate  or
certificates  representing  such shares is delivered to Optionee and Optionee is
reflected as a  shareholder  of APC on the transfer  ledger  maintained by APC's
transfer  agent.  No  adjustment  shall be made for dividends or other rights to
which the record date is prior to the date the stock certificate is delivered.

9.       VOTING AND DIVIDEND RIGHTS. Nothing contained in this Agreement or with
regard to the Option will be construed as conferring  upon Optionee the right to
vote or to  consent or to receive  notice as a  shareholder  of APC or any other
matters or any rights  whatsoever as a shareholder  of the APC prior to exercise
hereunder  and the  occurrence  of the events  set forth at  Section  7,  above.
Optionee  acknowledges  that no dividends or interest will be payable or accrued
in  respect  of this  Option or the  interest  represented  hereby or the Shares
purchasable  hereunder  until,  and only to the extent that, the Option has been
exercised  and the  actions  set forth at  Section  7,  above,  shall  have been
accomplished.

10.      OPTIONS TRANSFERABLE.  Subject to compliance  with  applicable  Federal
and state securities laws, rules and regulations (including, without limitation,
Rule 144, to the extent applicable) and the restrictions, if any, imposed by any
other  written  agreement  between  Optionee and APC, this Option and all rights
hereunder  are  transferable,  in  whole  or in  part,  upon  surrender  of this
Agreement and the Option represented hereby to Optionor properly endorsed and in
compliance with the provisions of this warrant.

11.      TERM OF OPTION.  This Option shall be for a term of five (5) years from
the  Option's  grant,  which  shall be deemed to be the  effective  date of this
Agreement, subject to earlier termination upon call as set forth at Section 6 of
this Agreement.

12.      SECURITIES COMPLIANCE.   Notwithstanding  anything  contained  in  this
Agreement to the contrary, this Agreement, the Option, and the rights granted to
Optionee  hereunder,  shall  be,  and  are,  expressly  subject  to all  SEC and
securities,  laws, rules, regulations and reporting and disclosure requirements,
to the extent applicable to the Optionor,  Optionee, the Shares, and\or APC as a
reporting company (or to any of its  subsidiaries),  including,  but not limited
to,  shareholder voting and proxy  solicitation  rules. All assignments,  sales,
transfers,  or  other  dispositions  of the  Shares  hereunder  shall be made in
compliance  with all applicable  securities  laws,  rules and  regulations,  and
pursuant to registration of securities  under the Securities Act of 1933 ("Act")

                                      -3-

<PAGE>

(and qualification  under General  Corporation Law of California) or pursuant to
an exemption from registration  under the Act (and  qualification  under General
Corporation  Law of  California).  Holder  acknowledges  that the  Shares may be
subject  to the  restrictions  on  transfer  set  forth in Rule 144 of the Rules
promulgated  under  the  Act.  Any and all  offers,  sales,  transfer  or  other
dispositions  of the  Shares  shall be made  only in  compliance  with Rule 144.
Holder shall comply with all policies and procedures established by the APC with
regard to Rule 144 matters.

13.      MISCELLANEOUS.

         13.1. NON-WAIVER  OF BREACH.   No delay or  failure by either  party to
detect,  protest,  or remedy  the  failure  of the  other  party to  perform  an
obligation  under  this  Agreement  will  constitute  a waiver of the  aggrieved
party's  rights.  No waiver of any provision of this  Agreement or any rights or
obligations of either party  hereunder will be effective,  except  pursuant to a
written  instrument  signed in advance by an authorized  officer of the party or
parties  waiving  compliance;  any such  waiver  will be  effective  only in the
specific instance and for the specific purpose specified in such writing.

         13.2. RELATIONSHIP OF PARTIES.  Nothing contained herein will be deemed
or  construed as creating a  joint-venture,  franchise,  partnership,  agency or
similar  relationship  between  Optionor and  Optionee.  Both parties agree that
Optionee may not bind Optionor to any legal  obligation  with any third party in
regards to this Agreement.

         13.3. HEADINGS NOT CONTROLLING; SEVERABILITY; LANGUAGE OF THE CONTRACT.
The headings of this Agreement are provided for convenience and will not control
the  interpretation of the Agreement.  In the event that any provision hereof is
found invalid or unenforceable  pursuant to a final judicial decree or decision,
the remainder of this Agreement will remain valid and  enforceable  according to
its terms.  Both parties agree that the English  language  shall be the language
for interpretation of this Agreement.

         13.4. ENTIRE AGREEMENT.  This  Agreement  constitutes the entire under-
standing and agreement between Optionor and Optionee with respect to the subject
matter of the  Agreement and  supersedes  any prior or  contemporaneous  oral or
written  communications  with respect to the subject matter hereof, all of which
are merged  herein.  This  Agreement  may not be  amended or in any way  altered
except by a written instrument signed by Optionor and Optionee.

         13.5. NOTICES.  Any notices  permitted or required to be  given between
the  parties   hereto   will  be  made  in  writing   and  sent  by   certified,
return-receipt-requested mail, or by hand delivery with receipt obtained. Except
as specifically  provided above, notices will be deemed delivered on the date of
receipt.  Notices will be sent to the addresses noted below which may be changed
upon written notice:


                                      -4-

<PAGE>



         To Optionor:

                           [NAME]
                           [ADDRESS]

                  With copy to (which copy shall not constitute notice):

                           ACCESSPOINT CORPORATION
                           38 Executive Park, Suite 350
                           Irvine, CA 92614
                           Telephone: (949) 852-8526
                           Facsimile:  (949) 852-8527


         To Optionee:

                           NET INTEGRATED SYSTEMS, INC.
                           Sofia House
                           48 Church Street
                           Hamilton HM GX
                           BERMUDA

                  With copy to (which copy shall not constitute notice):

                           William R. Barber
                           c/o  Sheraton Gateway Hotel
                           Penthouse Suite
                           6101 W. Century Boulevard
                           Los Angeles, California 90045
                           Telephone:  (310) 642-4087
                           Facsimile:  (310) 649-1156

         13.6. FRACTIONAL SHARES.  No fractional  shares of Common Stock will be
transferred upon exercise of this Option.  This Option may be exercised in whole
shares, and multiple of whole shares, only.

         13.7. 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.

         13.8. GOVERNING  LAW;  VENUE.  This  Agreement  will  be construed  and
enforced in accordance  with, and the rights of the parties will be governed by,
the laws of the State of California without regard to or application of conflict
of laws  principles.  Venue in any action  arising  by reason of this  Agreement
shall lie exclusively in Los Angeles County, California.

                                      -5-

<PAGE>


         13.9. FORUM SELECTION.  Any litigation  hereunder shall  be brought and
litigated  exclusively  in the  state  courts  sitting  in Los  Angeles  County,
California,  or in the United States  District  Court(s)  sitting in Los Angeles
County,  California.  All parties hereto consent to the personal jurisdiction of
such courts and waive any  defense of forum  non-conveniens.  Each party  hereby
irrevocably  waives,  to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such action, suit
or proceeding  brought in such a court and any claim that any such action,  suit
or proceeding brought in such a court has been brought in an inconvenient forum.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written, and that they have read, understood,  agreed to
be bound by, and received a copy of, this Agreement.

                                                OPTIONOR:

                                                [NAME]



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

                                                OPTIONEE:

                                                NET INTEGRATED SYSTEMS LTD.



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






                                      -6-