THE SECURITY  REPRESENTED BY THIS  CERTIFICATE  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 OPTION AGREEMENT


         This Stock Option  Agreement  ("AGREEMENT") is made and entered into as
of the  date  of  grant  set  forth  below  ("Date  of  Grant")  by and  between
Accesspoint  Corporation,  a Nevada  corporation  ("Company"),  and the optionee
named below  ("Optionee")  as contemplated in the Company's 1999 Stock Incentive
Plan ("Plan") to the extent  applicable.  Capitalized  terms not defined  herein
shall have the meaning ascribed to them in the Plan.


Optionee:                           Maria E. Santacruz

Social Security Number:

Address:                            5136 West Belden, Chicago, IL 60639

Total Option Shares:                7,812

Exercise Price Per Share:           $ 0.35

Date of Grant:                      April 3, 2001

First Vesting Date:                 See Section 3

Expiration Date for Exercise of Options:    April 2, 2003




                                       1

<PAGE>


1.       TRANSFER OF OPTION.  The Company hereby  consents to the assignment and
         transfer of options (the "Option") from Tom M. Djokovich to Optionee to
         purchase  the total number of shares of Common Stock of the Company set
         forth above (the  "Shares") at the  Exercise  Price Per Share set forth
         above  (the  "Exercise  Price"),  subject  to  all  of  the  terms  and
         conditions of this Agreement and the Plan to the extent applicable.  If
         designated as an Incentive  Stock Option above,  the Option is intended
         to qualify as an "incentive stock option" ("ISO") within the meaning of
         Section  422 of the  Internal  Revenue  Code of 1986,  as amended  (the
         "Code").  Only  Employees  of the  Company  shall  receive  ISOs.  This
         Agreement shall be deemed a Grant Agreement as defined in the Plan. The
         terms  and  conditions  of the Plan  are  incorporated  herein  by this
         reference.

2.       EXERCISE PRICE. The Exercise Price for the above assigned Options shall
         be thirty four cents ($0.35) each.

3.       EXERCISE OF OPTION. This Option shall be exercisable during its term in
         accordance  with the provisions of Section 8 of the Plan, to the extent
         applicable, as follows:


         (ii)     (i) Method of Exercise.  This Option shall be  exercisable  by
                  written  notice which shall state the election to exercise the
                  Option, the number of Shares in respect of which the Option is
                  being exercised, and such other representations and agreements
                  as to the  holder's  investment  intent  with  respect to such
                  shares  of  Common  Stock as may be  required  by the  Company
                  pursuant to the  provisions of the Plan.  Such written  notice
                  shall be signed by Optionee  and shall be  delivered in person
                  or by  certified  mail to the  President,  Secretary  or Chief
                  Financial Officer of the Company.  The written notice shall be
                  accompanied by payment of the exercise price.

         (ii)     No Shares will be issued pursuant to the exercise of an Option
                  unless such issuance and such  exercise  shall comply with all
                  relevant  provisions of law and the  requirements of any stock
                  exchange  upon which the  Shares may then be listed.  Assuming
                  such  compliance,  for income tax purposes the Shares shall be
                  considered  transferred  to the  Optionee on the date on which
                  the Option is exercised with respect to such Shares.

         (iii)    Adjustments,  Merger,  etc. The number and class of the Shares
                  and/or  the  exercise  price  specified  above are  subject to
                  appropriate  adjustment in the event of changes in the capital
                  stock of the Company by reason of stock  dividends,  split-ups
                  or   combinations  of  shares,   reclassifications,   mergers,
                  consolidations,  reorganizations  or liquidations.  Subject to
                  any required action of the stockholders of the Company, if the
                  Company  shall be the surviving  corporation  in any merger or
                  consolidation,  this  Option (to the  extent  that it is still
                  outstanding)  shall pertain to and apply to the  securities to
                  which a holder of the same  number  of shares of Common  Stock
                  that are then subject to this Option would have been entitled.
                  A dissolution or  liquidation  of the Company,  or a merger or
                  consolidation  in  which  the  Company  is not  the  surviving
                  corporation,  will cause this Option to terminate,  unless the
                  agreement or merger or consolidation  shall otherwise provide,
                  provided  that the  Optionee  shall,  if the  Board  expressly
                  authorizes,  in such event have the right

                                       2

<PAGE>

                  immediately  prior  to such  dissolution  or  liquidation,  or
                  merger or  consolidation,  to exercise this Option in whole or
                  part. To the extent that the foregoing  adjustments  relate to
                  stock or securities of the Company,  such adjustments shall be
                  made by the Board,  whose  determination in that respect shall
                  be final, binding and conclusive.

4.       OPTIONEE'S   REPRESENTATIONS.   By  receipt  of  this  Option,  by  its
         execution, and by its exercise in whole or in part, Optionee represents
         to the Company that Optionee understands that:

         (i)      both this Option and any Shares  purchased  upon its  exercise
                  are securities,  the issuance by the Company of which requires
                  compliance with federal and state securities laws;

         (ii)     these  securities  are made  available to Optionee only on the
                  condition that Optionee makes the representations contained in
                  this Section 4 to the Company;

         (iii)    Optionee has made a reasonable investigation of the affairs of
                  the Company  sufficient  to be well  informed as to the rights
                  and the value of these securities;

         (iv)     Optionee   understands  that  the  securities  have  not  been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act")  in  reliance  upon  one or  more  specific  exemptions
                  contained in the Act,  which may include  reliance on Rule 701
                  promulgated  under the Act, if available,  or which may depend
                  upon  (a)  Optionee's  bona  fide   investment   intention  in
                  acquiring these securities;  (b) Optionee's  intention to hold
                  these   securities  in  compliance   with  federal  and  state
                  securities  laws; (c) Optionee having no present  intention of
                  selling or transferring any part thereof (recognizing that the
                  Option is not transferable) in violation of applicable federal
                  and  state  securities  laws;  and  (d)  there  being  certain
                  restrictions on transfer of the Shares subject to the Option;

         (v)      Optionee  understands  that the Shares subject to this Option,
                  in addition to other  restrictions  on transfer,  must be held
                  indefinitely unless subsequently  registered under the Act, or
                  unless an exemption from registration is available;  that Rule
                  144, the usual exemption from registration,  is only available
                  after the  satisfaction  of certain holding periods and in the
                  presence of a public  market for the Shares;  that there is no
                  certainty that a public market for the Shares will exist,  and
                  that  otherwise it will be  necessary  that the Shares be sold
                  pursuant to another exemption from  registration  which may be
                  difficult to satisfy; and

         (vi)     Optionee  understands  that the certificate  representing  the
                  Shares will bear a legend  prohibiting  their  transfer in the
                  absence of their  registration  or the  opinion of counsel for
                  the Company that  registration  is not required,  and a legend
                  prohibiting their transfer in compliance with applicable state
                  securities laws unless otherwise exempted.

                                       3

<PAGE>


5.       METHOD OF PAYMENT. Payment of the purchase price shall be made by cash,
         check or, in the sole  discretion of the Board at the time of exercise,
         promissory  notes or other  Shares of Common Stock having a fair market
         value on the date of surrender equal to the aggregate purchase price of
         the Shares being purchased.

6.       RESTRICTIONS  ON  EXERCISE.  This  Option may not be  exercised  if the
         issuance of such Shares upon such  exercise or the method of payment of
         consideration  for such Shares  would  constitute  a  violation  of any
         applicable federal or state securities or other law or regulation. As a
         condition  to the  exercise  of this  Option,  the  Company may require
         Optionee to make any  representation and warranty to the Company as may
         be required by any applicable law or regulation.

7.       DEATH OF OPTIONEE. In the event of the death of Optionee:

         (i)      this Option may be exercised,  at any time within one (1) year
                  following  the  date of  death by  Optionee's  estate  or by a
                  person  who  acquired  the  right to  exercise  the  Option by
                  bequest or inheritance, but only to the extent of the right to
                  exercise  that  had  accrued  at  the  time  of  death  of the
                  Optionee.  To the extent that such estate or other person does
                  not  exercise  such  Option  (which  such estate or person was
                  entitled  to  exercise)  within  the one (1) year time  period
                  specified herein, the Option shall terminate; or

8.       NON-TRANSFERABILITY  OF OPTION.  This Option may not be  transferred in
         any  manner  otherwise  than  by  will or by the  laws  of  descent  or
         distribution and may be exercised during the lifetime of Optionee, only
         by  Optionee.  The  terms  of this  Option  shall be  binding  upon the
         executors, administrators, heirs, successors and assigns of Optionee.

9.       TERM OF  OPTION.  This  Option may not be  exercised  more than two (2)
         years  from  the date of grant  of this  Option,  and may be  exercised
         during  such  term only in  accordance  with the Plan and terms of this
         Option;  provided,  however,  that the term of this option,  if it is a
         Nonstatutory  Stock Option, may be extended for the period set forth in
         Section 7(i) in the circumstances set forth in such Section.

10.      TAX  CONSEQUENCES.  The Optionee  understands  that any  references  to
         taxation  herein are based on federal  income tax laws and  regulations
         now in effect,  and may not be applicable to the Optionee under certain
         circumstances.  The Optionee may have  adverse tax  consequences  under
         Federal,  state  or local  law.  The  Optionee  has  reviewed  with the
         Optionee's own tax advisors the federal,  state,  local and foreign tax
         consequences of the  transactions  contemplated by this Agreement.  The
         Optionee is relying  solely on such advisors and not on any  statements
         or  representations  of the Company or any of its agents.  The Optionee
         understands   that  the  Optionee  (and  not  the  Company)   shall  be
         responsible  for the  Optionee's  own tax liability that may arise as a
         result of the transactions contemplated by this Agreement.

11.      SEVERABILITY;  CONSTRUCTION.  In the event that any  provision  in this
         Option  shall be  invalid or  unenforceable,  such  provision  shall be
         severable  from, and such invalidity or  unenforceability  shall not be
         construed  to have any  effect  on, the  remaining  provisions  of this
         Option.  This Option  shall be construed as to its fair meaning and not
         for or against either party.

                                       4

<PAGE>


12.      DAMAGES.  The parties  agree that any  violation of this Option  (other
         than a default in the payment of money)  cannot be  compensated  for by
         damages,  and any aggrieved  party shall have the right,  and is hereby
         granted the privilege, of obtaining specific performance of this Option
         in any  court of  competent  jurisdiction  in the  event of any  breach
         hereunder.

13.      DELAY.  No delay or failure on the part of the Company or the  Optionee
         in the exercise of any right, power or remedy shall operate as a waiver
         thereof, nor shall any single or partial exercise by any of them of any
         right,  power or remedy preclude other or further exercise thereof,  or
         the exercise of any other right, power or remedy.

14.      RESTRICTIONS. Notwithstanding anything herein to the contrary, Optionee
         understands  and agrees that  Optionee  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  Section  14,  and
         Optionee  shall  not take or omit any  action  which  will  impair  the
         absolute  and  unrestricted  right,  power,  authority  and capacity of
         Optionee to sell  Shares in  accordance  with the terms and  conditions
         hereof.

         Any  purported  transfer  of  Shares  by  Optionee  that  violates  any
         provision of this Section 14 shall be wholly void and  ineffectual  and
         shall give to the Company or its  designee  the right to purchase  from
         Optionee all but not less than all of the Shares then owned by Optionee
         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   subsections   (vi)  and  (vii),
         respectively,  of this Section 14). 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.

         (i)      Permitted Transfers.

                  (a)      Optionee may sell, assign or transfer any Shares held
                           by the  Optionee  but  only  by  complying  with  the
                           provisions of subsection (iv) of this Section 14.

                  (b)      Optionee may sell, assign or transfer any Shares held
                           by the Optionee without complying with the provisions
                           of  subsection  (iv) by obtaining  the prior  written
                           consent of the Company's  shareholders  owning 50% of
                           the  then  issued  and  outstanding   shares  of  the
                           Company's Common Stock (determined on a fully diluted
                           basis) or 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 Option 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.

                  (c)      Upon  the  death  of  Optionee,  Shares  held  by the
                           Optionee   may  be


                                       5

<PAGE>

                           transferred  to the  personal  representative  of the
                           Optionee's   estate   without   complying   with  the
                           provisions of subsection (iv).  Shares so transferred
                           shall be  subject  to the  other  provisions  of this
                           Option,   including   in   particular,   and  without
                           limitation, subsection (v).

          (ii)    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 Optionee is primarily or
                  secondarily liable.

         (iii)    Stock  Certificate  Legend.  Each stock certificate for Shares
                  issued  to the  Optionee  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, one or both of the following legends:

         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 OPTION 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 OPTION 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 THIS  CERTIFICATE OR
         THE SHARES HEREBY  EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED
         OF THE EXISTENCE OF SUCH STOCK OPTION 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  OPTION  AGREEMENT AS THEREIN
         SET FORTH.

         IT IS UNLAWFUL TO  CONSUMMATE A SALE OR TRANSFER OF THIS  SECURITY,  OR
         ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT
         THE PRIOR WRITTEN  CONSENT OF THE  COMMISSIONER  OF CORPORATIONS OF THE
         STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

         (iv)     Sales of Shares.

                  (a)      Company's  Right of First Refusal.  In the event that
                           the Optionee shall desire to sell, assign or transfer
                           any Shares held by the  Optionee 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
                           Optionee  shall give to the  Company  written  notice
                           containing  the terms

                                       6

<PAGE>

                           and  conditions  of the  Offer,  including,  but  not
                           limited to (a) the number of Offered Shares;  (b) the
                           price per Share;  (c) the method of payment;  and (d)
                           the name(s) of the proposed purchaser(s).

                           An offer  shall not be deemed  bona fide  unless  the
                           Optionee has informed  the  prospective  purchaser of
                           the Optionee's  obligation  under this Option 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.

                           Until 30 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 subsection (vi).

                  (b)      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 30-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 30 days of
                           the  expiration of the 30-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 Option.

         (v)      Manner of Exercise.  Any right to purchase  hereunder shall be
                  exercised  by  giving   written  notice  of  election  to  the
                  Optionee, the Optionee's personal  representative or any other
                  selling person, as the case may be, prior to the expiration of
                  such right to purchase.

         (vi)     Agreement Price. The "Agreement  Price" shall be the higher of
                  (a) the  fair  market  value  of the  Shares  to be  purchased
                  determined  in good  faith by the  Board of  Directors  of the
                  Company and (b) the original  exercise  price of the Shares to
                  be purchased.

         (vii)    Agreement Terms. "Agreement Terms" shall mean and include the
                  following:

                  (a)      Delivery of Shares and Closing  Date. At the closing,
                           the Optionee, the Optionee'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   therefor   shall
                           concurrently be made to the Optionee,  the Optionee's
                           personal representative or such other selling person,
                           as  provided  in  subsection  (b) of this  subsection
                           (vii). Such delivery and payment shall be made at the


                                       7

<PAGE>

                           principal  office  of the  Company  or at such  other
                           place as the parties mutually agree.


                  (b)      Payment of Purchase Price.  The Company shall pay the
                           purchase price to the Optionee at the closing.

         (viii)   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  Optionee  at the
                  Agreement  Price and on the Agreement Terms for a period of 90
                  days after any of the following events:

                  (a)      an attempt by a creditor  to levy upon or sell any of
                           the Optionee's Shares;

                  (b)      the filing of a petition  by the  Optionee  under the
                           U.S. Bankruptcy Code or any insolvency laws;

                  (c)      the filing of a petition  against  Optionee under any
                           insolvency or bankruptcy  laws by any creditor of the
                           Optionee if such petition is not dismissed  within 30
                           days of filing;

                  (d)      the entry of a decree of divorce between the Optionee
                           and the Optionee's spouse; or

                  (e)      the termination of Optionee's services as an employee
                           or consultant with the Company.

                  The Optionee  shall provide the Company  written notice of the
                  occurrence of any such event within 30 days of such event.

         (ix)     Termination. The provisions of this Section 14 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:

                  (a)      cessation of the Company's business;

                  (b)      bankruptcy,   receivership   or  dissolution  of  the
                           Company;

                  (c)      ownership of all of the issued and outstanding shares
                           of  the  Company  by  a  single  shareholder  of  the
                           Company;

                  (d)      written  consent or agreement of the  shareholders of
                           the  Company  holding  50% of  the  then  issued  and
                           outstanding  shares of the Company  (determined  on a
                           fully diluted basis);

                  (e)      consent or  agreement of a majority of the members of
                           the Board of Directors of the Company; or


                                       8

<PAGE>


                  (f)      registration of any class of equity securities of the
                           Company  pursuant  to  Section  12 of the  Securities
                           Exchange Act of 1934, as amended.







                                       9

<PAGE>



         (x)      Amendment. This Section 14 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.

15.      MARKET  STANDOFF.  Unless the Board of  Directors  otherwise  consents,
         Optionee agrees hereby not to sell or otherwise  transfer any Shares or
         other securities of the Company during the 180-day period following the
         effective date of a  registration  statement of the Company filed under
         the Act; provided,  however,  that such restriction shall apply only to
         the  first  two  registration  statements  of  the  Company  to  become
         effective under the Act which includes  securities to be sold on behalf
         of the Company to the public in an  underwritten  public offering under
         the Act. The Company may impose stop-transfer instructions with respect
         to securities  subject to the foregoing  restrictions  until the end of
         such 180-day period.

16.      COMPLETE  AGREEMENT.  This Agreement  constitutes the entire  agreement
         between the parties with respect to its subject matter,  and supersedes
         all other prior or contemporaneous  agreements and understandings  both
         oral or written;  subject,  however,  that in the event of any conflict
         between  this  Agreement  and the Plan,  the Plan  shall  govern.  This
         Agreement  may only be amended in a writing  signed by the  Company and
         the Optionee.

17.      PRIVILEGES  OF  STOCK  OWNERSHIP.  Optionee  shall  not have any of the
         rights of a  shareholder  with  respect  to any Shares  until  Optionee
         exercises the Option and pay the Exercise Price.

18.      NOTICES.  Any notice  required to be given or  delivered to the Company
         under the terms of this Agreement  shall be in writing and addressed to
         the  Corporate  Secretary  of the  Company at its  principal  corporate
         offices. Any notice required to be given or delivered to Optionee shall
         be in writing and addressed to Optionee at the address  indicated above
         or to such other  address as such party may  designate  in writing from
         time to tome to the Company.  All notices  shall be deemed to have been
         given or  delivered  upon:  personal  delivery;  three  (3) days  after
         deposit in the United  States  mail by  certified  or  registered  mail
         (return receipt requested); one (1) business day after deposit with any
         return receipt express courier (prepaid); or one (1) business day after
         transmission by facsimile.

19.      RECOVERY OF LITIGATION COST. If any legal action or other proceeding is
         brought for the  enforcement  or  interpitation  of this  agreement the
         successful or prevailing party shall be entitled to recover  reasonable
         attorney's  fees and other costs  incurred in the action or proceeding,
         in addition to any other relief.



                                       10

<PAGE>



20.      GOVERNING  LAW.  This  Option  shall be  deemed  to be made  under  and
         governed by and construed in  accordance  with the laws of the State of
         California  Jurisdiction for any disputes  hereunder shall be solely in
         Orange County, California.


Date of Assignment:  April 3, 2001       Accesspoint Corporation, a Nevada
                                         Corporation




                                         By: /s/ James Bentley
                                         ----------------------
                                         James Bentley,
                                         President


The undersigned Optionee to the foregoing Stock Option Agreement acknowledges on
his or her own behalf that: I have read the foregoing Stock Option Agreement and
I know its contents.  I hereby  consent to and approve of the  provisions of the
Stock Option  Agreement,  and agree that the Shares  issued upon exercise of the
options covered thereby and my interest in them are subject to the provisions of
the Stock Option  Agreement and that I will take no action at any time to hinder
operation of the Stock Option Agreement on those Shares or my interest in them.




Dated:   April 3, 2001                   By: /s/ Maria E. Santacruz
                                         --------------------------
                                         Maria E. Santacruz





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