<PAGE>

                                                                     EXHIBIT 1.4

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"). Capitalized terms not defined herein shall have the meaning ascribed
to them in the Plan.


Optionee:                 Bas Mulder

Social Security Number:   ###-##-####

Address:                  25577 Paseo La Vista, Laguna Niguel, CA 92677

Total Option Shares:      3,400

Exercise Price Per Share: 4.75

Date of Grant:            May 2, 2000

First Vesting Date:       See Section 3

Expiration Date for Exercise of Options:  May 2, 2005

Type of Stock Option:

(Check one):              [X] Incentive Stock Option  [ ] Statutory Stock Option

                                                                    Page 1 of 14
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1.   Grant of Option. The Company hereby grants to Optionee an option (the
     "Option") 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. 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, is not less than the fair market value
     per share of Common Stock on the date of grant, as determined by the Board;
     provided, however, in the event Optionee is an Employee and owns stock
     representing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or of its Parent or Subsidiary
     corporations immediately before this Option is granted, said exercise price
     is not less than one hundred ten percent (110%) of the fair market value
     per share of Common Stock on the date of grant as determined by the Board.

3.   Exercise of Option. This Option shall be exercisable during its term in
     accordance with the provisions of Section 8 of the Plan as follows:

     (i)  Vesting:

               (a)  This Option shall not become exercisable as to any of the
                    number of the Shares until the date that is one (1) year
                    from the date of grant of the Option (the "Anniversary
                    Date"). On the Anniversary Date, this Option may be
                    exercised to the extent of 33% of the Shares. Upon the
                    expiration of each calendar month from the Anniversary Date,
                    this Option may be exercised to the extent of the product of
                    (a) the total number of Shares set forth at the beginning of
                    this Agreement and (b) the fraction the numerator of which
                    is one (1) and the denominator of which is thirty-six (36)
                    (the "Monthly Vesting Amount"), plus the shares as to which
                    the right to exercise the Option has previously accrued but
                    has not been exercised; provided, however, that
                    notwithstanding any of the above, the 33% exercisable on the
                    Anniversary Date and the Monthly Vesting Amount with respect
                    to any calendar month shall become exercisable only if the
                    Employee or Consultant was an employee or consultant, as
                    applicable, of the Company or any Subsidiary of the Company
                    as of the Anniversary Date and the last day of such month,
                    respectively. Any time that the Optionee is on leave or is
                    absent from performing services for the Company shall not be
                    counted towards the vesting provided herein.

               (b)  This Option may not be exercised for a fraction of a Share.

               (c)  In the event of Optionee's death, disability or other
                    termination of employment, the exercisability of the Option
                    is governed by Sections 7, 8

                                                                    Page 2 of 14
<PAGE>

                    and 9 below, subject to the limitations contained in
                    subsection 3(i)(d).

               (d)  In no event may this Option be exercised after the date of
                    expiration of the term of this Option as set forth in
                    Section 11 below.

     (ii)      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.

               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 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:

                                                                    Page 3 of 14
<PAGE>

     (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.

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

                                                                    Page 4 of 14
<PAGE>

     any applicable law or regulation.

7.   Termination of Status as an Employee or Consultant. In the event of
     termination of Optionee's Continuous Status as an Employee or Consultant
     for any reason other than death or disability, Optionee may, but only
     within thirty (45) days after the date of such termination (but in no event
     later than the date of expiration of the term of this Option as set forth
     in Section 11 below), exercise this Option to the extent that Optionee was
     entitled to exercise it at the date of such termination. To the extent that
     Optionee was not entitled to exercise this Option at the date of such
     termination, or if Optionee does not exercise this Option within the time
     specified herein, this Option shall terminate.

8.   Disability of Optionee. In the event of termination of Optionee's
     Continuous Status as an Employee or Consultant as a result of Optionee's
     disability, Optionee may, but only within six (6) months from the date of
     termination of employment or consulting relationship (but in no event later
     than the date of expiration of the term of this Option as set forth in
     Section 11 below), exercise this Option to the extent Optionee was entitled
     to exercise it at the date of such termination; provided, however that if
     the disability is not total and permanent (as defined in Section 22(e)(3)
     of the Code) and the Optionee exercises the option within the period
     provided above but more than three months after the date of termination,
     this Option shall automatically be deemed to be a Nonstatutory Stock Option
     and not an Incentive Stock Option; and provided, further, that if the
     disability is total and permanent (as defined in Section 22(e)(3) of the
     Code), then the Optionee may, but only within one (1) year from the date of
     termination of employment or consulting relationship (but in no event later
     than the date of expiration of the term of this Option as set forth in
     Section 11 below), exercise this Option to the extent Optionee was entitled
     to exercise it at the date of such termination. To the extent that Optionee
     was not entitled to exercise this Option at the date of termination, or if
     Optionee does not exercise such Option (which Optionee was entitled to
     exercise) within the time periods specified herein, this Option shall
     terminate.

9.   Death of Optionee. In the event of the death of Optionee:

     (i)  during the term of this Option while an Employee or Consultant of the
          Company and having been in Continuous Status as an Employee or
          Consultant since the date of grant of this Option, this Option may be
          exercised, at any time within one (1) year following the date of death
          (but, in the case of an Incentive Stock Option, in no event later than
          the date of expiration of the term of this Option as set forth in
          Section 11 below), 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 Employee or Consultant
          was not entitled to exercise the Option at the date of death, or if
          such Employee, Consultant, estate or other person does not exercise
          such Option (which such Employee, Consultant, estate or person was
          entitled to exercise) within the one (1) year time period specified
          herein, the Option shall terminate; or

                                                                    Page 5 of 14
<PAGE>

     (ii) during the thirty (30) day period specified in Section 7 or the one
          (1) year period specified in Section 8, after the termination of
          Optionee's Continuous Status as an Employee or Consultant, this Option
          may be exercised, at any time within one (1) year following the date
          of death (but, in the case of an Incentive Stock Option, in no event
          later than the date of expiration of the term of this Option as set
          forth in Section 11 below), by Optionee's estate or by a person who
          acquired the right to exercise this Option by bequest or inheritance,
          but only to the extent of the right to exercise that had accrued at
          the date of termination. To the extent that such Employee or
          Consultant was not entitled to exercise this Option at the date of
          death, or if such Employee, Consultant, estate or other person does
          not exercise such Option (which such Employee, Consultant, estate or
          person was entitled to exercise) within the one (1) year time period
          specified herein, this Option shall terminate.

10.  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.

11.  Term of Option. This Option may not be exercised more than five (5) 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 9(i) or Section
     9(ii) in the circumstances set forth in such Sections.

12.  Early Disposition of Stock; Taxation Upon Exercise of Option. If Optionee
     is an Employee and the Option qualifies as an ISO, Optionee understands
     that, if Optionee disposes of any Shares received under this Option within
     two (2) years after the date of this Agreement or within one (1) year after
     such Shares were transferred to Optionee, Optionee will be treated for
     federal income tax purposes as having received ordinary income at the time
     of such disposition in any amount generally measured as the difference
     between the price paid for the Shares and the lower of the fair market
     value of the Shares at the date of exercise or the fair market value of the
     Shares at the of disposition. Any gain recognized on such premature sale of
     the Shares in excess of the amount treated as ordinary income will be
     characterized as capital gain. Optionee hereby agrees to notify the Company
     in writing within thirty (30) days after the date of any such disposition.
     Optionee understands that if Optionee disposes of such Shares at any time
     after the expiration of such two-year and one-year holding periods, any
     gain on such sale will be treated as long-term capital gain laws subject to
     meeting various qualifications. If Optionee is a Consultant or this is a
     Nonstatutory Stock Option, Optionee understands that, upon exercise of this
     Option, Optionee will recognize income for tax purposes in an amount equal
     to the excess of the then fair market value of the Shares over the exercise
     price.  Upon a resale of such shares by the Optionee, any difference
     between the sale price and the fair market value of the Shares on the date
     of exercise of the Option will be treated as capital gain or loss. Optionee
     understands that the Company will be required to withhold tax from
     Optionee's current compensation in some of the circumstances

                                                                    Page 6 of 14
<PAGE>

     described above; to the extent that Optionee's current compensation is
     insufficient to satisfy the withholding tax liability, the Company may
     require the Optionee to make a cash payment to cover such liability as a
     condition to exercise of this Option.

13.  Tax Consequences. The Optionee 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 Optionee under certain
     circumstances. The Optionee may also have adverse tax consequences under
     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.

14.  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.

15.  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.

16.  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.

17.  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.

18.  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 18, 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 18 shall be wholly void and ineffectual and shall give to the
     Company or its designee the

                                                                    Page 7 of 14
<PAGE>

     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 18). 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 18.

            (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
                 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

                                                                    Page 8 of 14
<PAGE>

     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 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, but not less
                 than 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

                                                                    Page 9 of 14
<PAGE>

                 (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 the 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 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;

                                                                   Page 10 of 14
<PAGE>

            (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 18 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

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

     (x)    Amendment. This Section 18 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.

19.  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

                                                                   Page 11 of 14
<PAGE>

     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.

20.  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.

21.  Privileges of Stock Ownership. Participant 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.

22.  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.


Date of Grant: May 2, 2000       Accesspoint Corporation, a Nevada Corporation




                                 By:  /s/ Tom M. Djokovich
                                      --------------------------------
                                      Name: Tom M. Djokovich
                                      Title:CEO

                                                                   Page 12 of 14
<PAGE>

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan, represents that Optionee is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof. Optionee has reviewed the
Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of this Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board or of the
Committee upon any questions arising under the Plan.

                                   OPTIONEE


Dated: May 2,2000                  By:  /s/ Bas Mulder
                                   ------------------------------
                                   Name: Bas Mulder

                                                                   Page 13 of 14
<PAGE>

CONSENT OF SPOUSE



The undersigned spouse of the 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:  May 2, 2000           By:   /s/ Liesbeth Sotebeer
                              ------------------------------------
                              Name:  Liesbeth Sotebeer

                                                                   Page 14 of 14