MADISON & WALL MADISON & WALL
                               W O R L D W I D E


                   MARKET ACCESS PROGRAM MARKETING AGREEMENT

THIS  AGREEMENT  (the  "Agreement")  made and entered into this 30th day of May,
2001,  by and  between  MADISON & WALL  WORLDWIDE,  INC.  located  at 195 Wekiva
Springs Road, Suite 200,  Longwood,  Florida 32779  (hereinafter  referred to as
"M&W") and ACCESS POWER,  INC., located at 10033 Sawgrass Drive West, Suite 100,
Ponte Vedra, Florida 32082, (hereinafter referred to as the "Company").

WITNESSETH:
For and consideration of the mutual promises and covenants contained herein, the
parties  hereto  agree as  follows:

1. EMPLOYMENT
Company  hereby hires and employees M&W as an  independent  contractor;  and M&W
does hereby accept its position as an independent contractor to the Company upon
the terms and conditions hereinafter setforth.

2. TERM
The term of this  Agreement  shall be for  twelve  (12)  months.

3. DUTIES AND OBLIGATIONS OF M&W

M&W shall have the following duties and obligations under this Agreement.

3.1      M&W will review and analyze  various aspects of the Company's goals and
         make recommendations on feasibility and achievement of desired goals.

3.2      Through  its  financial  relations  telemarketing  division,  M&W  will
         provide  exposure  to its  network  of firms  and  brokers  that may be
         interested in participating with the Company,  schedule and conduct the
         necessary due diligence,  and obtain the required  approvals  necessary
         for  those  firms to  participate.  M&W will  also  interview  and make
         determinations  on any firms or brokers  referred by the  Company  with
         regard to their participation.

3.3      At the Company's request, M&W will be available to the Company to field
         any calls from  firms,  individual  investors/shareholders  and brokers
         inquiring about the Company.  In addition,  M&W will assist the Company
         in preparing quarterly financial results and coordinating corresponding
         conference  calls and  simulcasts  on the Internet in  accordance  with
         Regulation FD.

3.4      M&W will feature the Company on the  Worldwide  Internet via M&W's home
         web site (www.insidewallstreet.com). Specifically, M&W will feature the
         Company's  Fast Fact Sheet  prepared and  maintained  by M&W on its web
         site.

3.5      M&W shall write,  produce and assist the Company in releasing  all news
         announcements.  The Company shall be solely  responsible for paying all
         fees associated with the actual release(s) through  BusinessWire,  P.R.
         Newswire,  or any other comparable news dissemination  source. M&W will
         create,  build and  continually  enhance a fax database of all brokers,
         investors,  analysts and media  contacts who have expressed an interest
         in receiving on-going  information on the Company.  M&W will assist the
         Company  in setting up an  account  with a fax  broadcasting  agency to
         manage the actual  broadcasting in the event Company does not have this
         capability  in-house.  Further,  M&W will, at its discretion,  mass-fax
         broadcast select releases to its network of U.S. stockbrokers, analysts
         and institutional investors.

3.6      M&W will serve as the  Company's  publicist  and will  strive to obtain
         coverage in both  national  and  industry  publications,  in  financial
         newsletters,  on financial  radio and  television  programming  and via
         traditional  press  mediums.   Specifically,  M&W  will  facilitate  an
         on-going  outreach  program to an  intelligently  targeted  universe of
         media  professionals  stemming  from our list of nearly  380,000  media
         contacts.   Further,   M&W  will  track  published   articles  and,  in
         association  with  Burrelle's,   provide  monthly  clippings  of  those
         articles/mentions featuring the Company.

3.7      At the Company's request, strive to obtain the Company analyst coverage
         and/or investment banking sponsorship.

3.8      Arrange   for  a  series  of  due   diligence   meetings   with  select
         broker/dealers,  institutional  investors and analysts at predetermined
         dates throughout the campaign term, while remaining  compliant with the
         rules and regulations associated with Regulation FD.

3.9      ALL OF THE FOREGOING M&W PREPARED DOCUMENTATION CONCERNING THE COMPANY,
         INCLUDING,  BUT NOT LIMITED TO, FAST FACT SHEETS,  NEWS  ANNOUNCEMENTS,
         SHAREHOLDER  LETTERS,  SHALL BE PREPARED BY M&W FROM MATERIALS SUPPLIED
         TO IT BY THE COMPANY  AND SHALL BE  APPROVED  BY THE  COMPANY  PRIOR TO
         DISSEMINATION BY M&W.


          195 Wekiva Springs Road, Suite 200, Longwood, Florida 32779
                        * 407-682-2001 * Fax-407-682-2544
                            www.insidewallstreet.com
                                  Page 1 of 4

<PAGE>

4. M&W'S COMPENSATION
Upon the execution of this Agreement, Company hereby covenants and agrees to pay
M&W as follows:

4.1      $120,000, payable in quarterly installments of $30,000 per quarter with
         the first payment due upon  execution of this  Agreement and subsequent
         quarterly  payments  of  $30,000  due on or before  September  1, 2001,
         December 1, 2001, and March 1, 2002. M&W will agree to accept 1,500,000
         restricted  shares  of  the  Company's  common  stock  to  be  held  as
         collateral  against  delivery  of cash  funds.  Upon  delivery  of cash
         proceeds due and delivery as described herein, M&W will promptly return
         the collateral shares to the Company via overnight courier service.  In
         the event the  Company  fails to deliver  said cash funds in  aggregate
         which are due and payable as of September  1, 2001,  then M&W will have
         the right to retain the  1,500,000  restricted  shares as  compensation
         consideration  for the first six months of the term of this  Agreement.
         The balance of $60,000  shall be due and payable in cash in  accordance
         with the schedule  setforth  herein.  If the Company fails to make said
         cash  payments  for  services  provided  to the  Company by M&W for the
         second six month period of this  Agreement,  then the Company agrees to
         issue M&W an additional  1,500,000  restricted  shares of the Company's
         common  stock on or before  December  1, 2001.  All  restricted  shares
         issued  in  conjunction  with  this  Agreement  shall  carry  piggyback
         registration  rights on the  first  applicable  Registration  Statement
         filed by the Company with the U.S. Securities & Exchange Commission.


4.2      M&W shall also be  entitled to receive an option or warrant to purchase
         up to 200,000  common shares of the  Company's  stock,  exercisable  as
         follows:

         o        100,000  common shares  exercisable at $0.08 (eight cents) per
                  share; and

         o        100,000 common shares  exercisable at $0.12 (twelve cents) per
                  share.


         The Company shall agree to issue M&W piggyback  registration rights for
         the common shares underlying the option/warrants  listed above, whereby
         these  shares  will  be  registered  for  resale  by M&W  on the  first
         applicable  Registration  Statement  filed by the Company with the U.S.
         Securities & Exchange  Commission;  said underlying common shares shall
         be held by the Company  until such time as M&W elects to  exercise  its
         option or  warrant  to  purchase  the  common  shares.  The term of the
         option/warrant  shall  expire 24 months from the date the  Registration
         Statement  registering  the  underlying  the  option/warrant  is deemed
         effective.

5.       M&W'S  EXPENSES AND COSTS  Company shall pay all  reasonable  costs and
         expenses  incurred  by M&W,  its  directors,  officers,  employees  and
         agents,  in  carrying  out its duties and  obligations  pursuant to the
         provisions   of   this   Agreement,   excluding   M&W's   general   and
         administrative expenses and costs, but including and not limited to the
         following  costs and expenses;  provided all costs and expense items in
         excess of $500.00 (Five  Hundred U.S.  Dollars) must be approved by the
         Company in writing prior to M&W's  incurrence  of the same:

         5.1      Travel expenses,  including but not limited to transportation,
                  lodging and food  expenses,  when such travel is  conducted on
                  behalf of the Company.  5.2 Seminars,  expositions,  money and
                  investment shows.

         5.3      Radio and television time and print media  advertising  costs,
                  when applicable.

         5.4      Subcontract fees and costs incurred in preparation of research
                  reports, when applicable.

         5.5      Cost of on-site due diligence meetings, if applicable.

         5.6      Printing  and  publication  costs of brochures  and  marketing
                  materials which are not supplied by the Company.

         5.7      Corporate web site development costs.

         5.8      Printing  and  publication  costs of Company  annual  reports,
                  quarterly  reports,  and/or  other  shareholder  communication
                  collateral material which are not supplied by Company.

6.       COMPANY'S  DUTIES AND  OBLIGATIONS  Company  shall  have the  following
         duties and obligations under this Agreement:

6.1      Cooperate  fully and timely with M&W so as to enable M&W to perform its
         obligations under this Agreement.

6.2      Within  ten (10) days of the date of  execution  of this  Agreement  to
         deliver  to  M&W a  complete  due  diligence  package  on  the  Company
         including all the Company's  filings with the  Securities  and Exchange
         Commission within the last twelve months,  the last six months of press
         releases on the Company and all other  relevant  materials with respect
         to such  filings,  including  but not  limited  to  corporate  reports,
         brochures,  and the like; a list of the names and  addresses of all the
         Company's  shareholders known to the Company; a list of the brokers and
         market makers in the securities and a list of analysts or fund managers
         which  have  been  following  the  Company.

6.3      The Company will act  diligently  and  promptly in reviewing  materials
         submitted  to it  from  time  to  time  by M&W  and  inform  M&W of any
         inaccuracies  contained  therein  prior  to the  dissemination  of such
         materials.


INITIAL Company ____ INITIAL M&W _____                             Page 2 of 4

<PAGE>
6.4      Immediately  give  written  notice to M&W of any  change  in  Company's
         financial  condition  or in the nature of its  business  or  operations
         which had or might have an adverse  material  effect on its operations,
         assets, properties or prospects of its business.

6.5      Immediately  pay all  costs  and  expenses  incurred  by M&W  under the
         provisions of this  Agreement when presented with invoices for the same
         by M&W.


6.6      Give full  disclosure of all material  facts  concerning the Company to
         M&W and update such information on a timely basis.

6.7      Promptly  pay the  compensation  due M&W under the  provisions  of this
         Agreement as as defined in Section 4 herein.

7. NONDISCLOSURE
Except as may be required by law, Company, its officers,  directors, emp loyees,
agents and  affiliates  shall not disclose the contents and  provisions  of this
Agreement to any individual or entity without M&W's  expressed  written  consent
subject to disclosing  same further to Company  counsel,  accountants  and other
persons  performing  investment  banking,  financial,  or related  functions for
Company.

8. COMPANY'S DEFAULT
In the event of any default in the payment of M&W's  compensation  to be paid to
it pursuant to this Agreement, or any other charges or expenses on the Company's
part to be paid or met, or any part or installment  thereof,  at the time and in
the  manner  herein  prescribed  for the  payment  thereof  and as when the same
becomes due and payable,  and such default  shall  continue for twenty five (25)
days after M&W's  notice  thereof is  received  by Company;  in the event of any
default  in  the  performance  of  any  of  the  other  covenants,   conditions,
restrictions,  agreements,  or other provisions  herein contained on the part of
the Company to be performed,  kept, complied with or abided by, and such default
shall  continue  for twenty five (25) days after M&W has given  Company  written
notice  thereof,  or if a petition in bankruptcy is filed by the Company,  or if
the Company is adjudicated  bankrupt, or if the Company shall compromise all its
debts or assign  over all its assets for the payment  thereof,  or if a receiver
shall be appointed for the Company's property, then upon the happening of any of
such events, M&W shall have the right, at its option, forthwith or thereafter to
accelerate all compensation,  costs and expenses due or coming due hereunder and
to  recover  the same from the  Company by suit or  otherwise  and  further,  to
terminate this Agreement. The Company covenants and agrees to pay all reasonable
attorney fees, paralegal fees, costs and expenses of M&W, including court costs,
(including such attorney fees,  paralegal fees,  costs and expenses  incurred on
appeal)  if M&W  employs an  attorney  to collect  the  aforesaid  amounts or to
enforce  other rights of M&W provided for in this  Agreement in the event of any
default as set forth above and M&W prevails in such litigation.  Further,  until
M&W has received  the cash or stock as  described  above in Section 4, M&W shall
not be required to commence performing hereunder.

9. COMPANY'S REPRESENTATIONS AND WARRANTIES
Company  represents and warrants to M&W for the purpose of inducing M&W to enter
into and consummate this Agreement as follows:


9.1      Company has the power and  authority  to  execute,  deliver and perform
         this Agreement.

9.2      The execution and delivery by the Comp any of this  Agreement have been
         duly and validly authorized by all requisite action by the Company.  No
         license,  consent  or  approval  of any  person  is  required  for  the
         Company's execution and delivery of this Agreement.

9.3      No  representation  or warranty by the Company in this Agreement and no
         information in any statement,  certificate,  exhibit, schedule or other
         document  furnished,  or to be furnished by the Company to M&W pursuant
         hereto,  or in connection with the  transactions  contemplated  hereby,
         contains or will contain any untrue  statement of a material  fact,  or
         omits  or will  omit to state a  material  fact  necessary  to make the
         statements contained herein or therein not misleading. There is no fact
         which the Company  has not  disclosed  to M&W,  in  writing,  or in SEC
         filings or press releases,  which materially adversely affects, nor, so
         far as the Company can now reasonably foresee, may adversely affect the
         business,  operations,   prospects,   properties,  assets,  profits  or
         condition (financial or otherwise) of the Company.


10. LIMITATION OF M&W LIABILITY
If M&W fails to perform its  services  hereunder,  its entire  liability  to the
Company shall not exceed the lessor of (a) the amount of cash  compensation  M&W
has  received  from the Company  under  Section 4 of this  Agreement  or (b) the
actual  damage to the Company as a result of such  non-performance.  IN NO EVENT
WILL M&W BE LIABLE FOR ANY INDIRECT,  SPECIAL OR  CONSEQUENTIAL  DAMAGES NOR FOR
ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
RELATED TO THIS  AGREEMENT,  UNLESS SUCH DAMAGES RESULT FROM THE USE, BY M&W, OF
INFORMATION NOT AUTHORIZED BY THE COMPANY.



INITIAL Company ____ INITIAL M&W _____                              Page 3 of 4

<PAGE>
11.      MISCELLANEOUS

         11.1     Notices.  Any  notice  or  other  communication   required  or
                  permitted to be given hereunder shall be in writing, and shall
                  be deemed to have been duly given when delivered personally or
                  sent  by  registered  or  certified   mail,   return   receipt
                  requested,  postage  prepaid  to the  parties  hereto at their
                  addresses indicated  hereinafter.  Either party may change his
                  or its address for the  purpose of this  paragraph  by written
                  notice similarly given.

         11.2     Entire  Agreement.   This  Agreement   represents  the  entire
                  agreement  between  the  Parties in  relation  to its  subject
                  matter and supersedes and voids all prior  agreements  between
                  such Parties relating to such subject matter.

         11.3     Amendment  of  Agreement.  This  Agreement  may be  altered or
                  amended, in whole or in part, only in a writing signed by both
                  Parties.

         11.4     Waiver. No waiver of any breach or condition of this Agreement
                  shall be deemed to be a waiver of any other subsequent  breach
                  or condition,  whether of a like or different  nature,  unless
                  such shall be signed by the person  making such waiver  and/or
                  which so provides by its terms.


         11.5     Captions.   The  captions  appearing  in  this  Agreement  are
                  inserted as a matter of  convenience  and for reference and in
                  no way affect this  Agreement,  define,  limit or describe its
                  scope or any of its provisions.

         11.6     Situs.  This  Agreement  shall be governed by and construed in
                  accordance with the laws of the State of Florida.  Venue shall
                  be located in Seminole County, Florida.


         11.7     Benefits.  This Agreement shall inure to the benefit of and be
                  binding  upon  the  Parties  hereto,  their  heirs,   personal
                  representatives, successors and assigns.


         11.8     Severability. If any provision of this Agreement shall be held
                  to  be   invalid  or   unenforceable,   such   invalidity   or
                  unenforceability shall attach only to such provision and shall
                  not in any way affect or render invalid or  unenforceable  any
                  other provision of this Agreement, and this Agreement shall be
                  carried out as if such invalid or unenforceable provision were
                  not contained herein.

         11.9     Arbitration.  Except  as  to a  monetary  default  by  Company
                  hereunder, any controversy, dispute or claim arising out of or
                  relating  to this  Agreement  or the breach  thereof  shall be
                  settled  by  arbitration.  Arbitration  proceedings  shall  be
                  conducted in accordance  with the rules then prevailing of the
                  American Arbitration  Association or any successor.  The award
                  of the Arbitration  shall be binding on the Parties.  Judgment
                  may be  entered  upon an  arbitration  award  of in a court of
                  competent  jurisdiction and confirmed by such court. Venue for
                  Arbitration proceedings shall be Seminole County, Florida. The
                  costs  of  arbitration,  reasonable  attorneys'  fees  of  the
                  Parties,  together with all other  expenses,  shall be paid as
                  provided in the Arbitration award.

         11.10    Currency. In all instances,  references to monies used in this
                  Agreement shall be deemed to be United States dollars.

         11.11    Multiple  Counterparts.  This Agreement may be executed in any
                  number  of  counterparts  , each of which  shall be  deemed an
                  original,  and all of such  counterparts  shall constitute one
                  (1) instrument.


12.      This Agreement may be executed in counterparts and by fax transmission,
         each counterpart being deemed an original.


         IN WITNESS WHEREOF, the Parties have executed this Agreement on the day
and year first above written.

CONFIRMED AND AGREED ON THIS ________DAY OF _____________________2001.
MADISON & WALL WORLDWIDE, INC.


By: ___________________________                    _____________________________
M&W Representative                                  M&W Officer

_______________________________                    _____________________________
Print Name                                         Print Name

CONFIRMED AND AGREED ON THIS ________DAY OF _____________________2001.

COMPANY NAME

By: ___________________________                      ___________________________
    Duly Authorized                                  Witness


_______________________________                    _____________________________
Print Name                                         Print Name




INITIAL Company ____ INITIAL M&W _____                        Page 4 of 4