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 entered into as of the 26th day of
March,  2001,  by and  between  Accesspoint  Corporation,  a Nevada  corporation
("Company"), and Caroline Renee Wilson, 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 is  a  wholly owned subsidiary of Accesspoint Corporation
("APC");

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

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.

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:

                                   ARTICLE 1.

                            GRANT OF PREFERRED SHARES

1.1.     GRANT OF PREFERRED SHARES. For value  received, the Corporation  hereby
grants  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
("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  Award is made
subject to the terms and conditions

                                       1

<PAGE>

hereinafter  set  forth.  The above  Preferred  Stock,  Series A, is  subject to
certain redemption,  conversion and other rights and restrictions set forth in a
Certificate of Determination  filed by the Company.  The Company shall not issue
any Preferred  Stock,  Series A, unless and until a Certificate of Determination
is filed by the Company.

1.2.     FAIR MARKET PRICE. The fair market price for the Shares shall be deemed
to be 3% of the  closing  price  at  which a share  of the  common  stock of the
company shall have been valued on the date of the grant pursuant to Schedule 1.

1.3.     PLAN. The Award set forth herein is made expressly subject to the terms
and conditions of the Plan.  Notwithstanding the foregoing,  APC 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 APC. 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
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
earnings and revenue  milestones  by APC, as defined at Article 1, in accordance
with the conversion schedule set forth on Schedule 1.

1.6.     TIME FOR  ATTAINMENT  OF  REVENUE  LEVELS.  The  revenue  levels of APC
as milestones  referenced above must be attained by APC within the time periods,
measured from the effective  date of this  Agreement as set forth on Schedule 1.
If the revenue levels are not so attained within the following times, the number
of Shares  available for  conversion  hereunder  shall decrease at a rate of ten
percent (10%) of the then  remaining  amount of Shares  available for conversion
each  calendar  month,  prorated on the basis of number of days in each calendar
month.

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.     SERVICE ADJUSTMENTS. The Shares subject to the Award, whether converted
or  unconverted,  shall be  forfeited  to the Company if the  employment  of the
Employee by the Company or an Affiliate is  terminated  for cause,  as set forth
herein. If such termination  occurs prior to completion of 180 full

                                       2

<PAGE>

working  days of  continuous  employment  service,  Employee  shall  forfeit one
hundred percent (100%) of the Shares, whether converted or unconverted.  If such
termination  occurs after  completion  of 180 full  working  days of  continuous
employment  service,  but  prior  to  completion  of 270  full  working  days of
continuous  employment  service,  Employee  shall  forfeit  an amount of Shares,
whether  converted  or  unconverted,  equal to 8/9 of the  total  Award  amount,
prorated on the basis of a 30 day month. Thereafter,  for each 30 day period, or
portion  thereof on a 30 day prorated  basis,  of complete  full working days of
continuous  employment  service,  Employee  shall  forfeit  an  amount of shares
reduced  by an  amount  equal to 1/9 of the  total  Award  amount,  so that upon
completion  of 540  full  working  days of  continuous  employment,  none of the
Shares, whether converted or unconverted, pursuant to the Award shall be subject
to forfeiture. All prorations shall be made on the basis of a 30 day month and a
360 day year.

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  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
therefor  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 APC from sources as
follows:  (i) all of the capital inflows of


                                       3

<PAGE>

APC (or enhancements of assets) from producing and delivering  goods,  rendering
services,  or other  activities  that  constitute the ongoing  central  business
operations of APC; and (ii) gross revenues from sales and licensing  transaction
made by APC with regard to the  services  and products of APC for the account or
benefit of APC 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 APC 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.

                                   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

                                       4

<PAGE>

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 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 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.  If Accesspoint determines that it is required to withhold
federal,  state or local tax as a result of the grant of the 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 therefor; 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 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


                                       5

<PAGE>

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.   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.

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

                                       6

<PAGE>

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.

         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,

                                       7

<PAGE>

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.  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 therefor
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."

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

                                       8

<PAGE>

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.

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<PAGE>

                                   ARTICLE 4.

                               GENERAL PROVISIONS

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

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

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

4.4.     FURTHER ACTS.  The parties hereto shall  cooperate  with each other and
execute such  additional  documents or instruments and perform such further acts
as may  be  reasonably  necessary  to  affect  the  purpose  and  intent  of the
Agreement.

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

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


Employee:                           [See Schedule 1]




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

4.7.     ENTIRE AGREEMENT; MODIFICATION, WAIVER. This Agreement  constitutes the
entire  agreement  between the parties  pertaining to the  conditional and final
converting  of any  Shares,  and along with the Plan and the  Trust,  the entire
agreement  between the parties  pertaining to any other

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<PAGE>

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 APC,  and their and
its respective  successors and assigns.  APC 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 APC 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.

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

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<PAGE>

other relief to which they may be entitled.

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

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

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

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

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

                                   COMPANY:

                                   Accesspoint Corporation, a Nevada corporation


                                   By: /s/ Al Urcuyo
                                   -----------------------------------
                                   Al Urcuyo, Office of the President


                                   EMPLOYEE:

                                   By: /s/ Caroline Renee Wilson
                                   --------------------------------------------
                                   Caroline Renee Wilson, an individual




                                       12

<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: 3,000 shares (Three 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 Three Thousand
                  (3,000) Class A Preferred  Shares upon attaining the following
                  business development goals for PSI:

                  (a) Employee shall be responsible  for risk analyst duties for
                  Processing Source International,  exercising all due diligence
                  and expertise in the discharge of the aforementioned duties.

                  (b) Employee  shall  perform  risk tasks and  responsibilities
                  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 its 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:

                              Caroline Renee Wilson
                                2241 Castle Court
                              Simi Valley, CA 93065


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