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:                     Alfred Urcuyo

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

Address:                      22729 Baltar Street
                              West Hill, CA  91304

Total Option Shares:          32,051

Exercise Price Per Share:     $3.12

Date of Grant:                August 15, 2000

First Vesting Date:           See Section 3

Expiration Date for Exercise of Options:     August 14, 2005

Type of Stock Option:

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


                                                                    Page 1 of 15


<PAGE>


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 become  exercisable  at the rate
                           of 1/12th of 32,051  (2,670)  Shares per month.

                  (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 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.


                                                                    Page 2 of 15


<PAGE>



                  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 execu-
         tion, 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


                                                                    Page 3 of 15



<PAGE>

                  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 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 (30) 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


                                                                    Page 4 of 15



<PAGE>


         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  Consul-
                  tant 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,

         (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


                                                                    Page 5 of 15



<PAGE>


         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
         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.


                                                                    Page 6 of 15


<PAGE>


14.      NET ISSUE  EXERCISE.  Notwithstanding  any  provisions  herein to the
         contrary, if the fair market value of one share of the Company's Common
         Stock is greater than the Per Share Exercise Price (at the date of
         calculation as set forth below), in lieu of exercising this Option for
         cash, the Optionee may elect to receive shares equal to the value (as
         determined below) of this Option (or the portion thereof being
         canceled) by surrender of this Option at the principal office of the
         Company together with the properly endorsed Notice of Exercise and
         Subscription Form and notice of such election, in which event the
         Company will issue to the Optionee a number of shares of Common Stock
         computed using the following formula:


                  X = Y (A-B)
                      -------
                        A

         Where X = the number of shares of Common Stock to be issued to the
         Optionee

                            Y = the number of shares of Common  Stock  purchas-
         able  under this Option or, if only a portion of this  Option is being
         exercised, the portion of this Option  being  canceled  (at the date of
         such calculation)

                            A = the fair market  value of one share of the
         Company's  Common Stock (at the date of such calculation)

                            B = Per Share Exercise Price (as adjusted to the
         date of such calculation)

                           For purposes of the above  calculation,  fair market
         value of one share of the Company's Stock will be the average of the
         closing prices of the Company's shares of Common Stock as quoted on the
         New York Stock Exchange (the "NYSE") (or on such other United States
         stock exchange or public trading market on which the shares of the
         Company trade if, at the time of the election, they are not trading on
         the NYSE), for the five (5) consecutive trading days immediately
         preceding the date of the date the completed, executed Notice of
         Exercise and Subscription Form is received.

15.      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.

16.      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.

                                                                    Page 7 of 15

<PAGE>

17.      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.

18.      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.

19.      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 19 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 19). 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 19.

                  (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.


                                                                    Page 8 of 15

<PAGE>


                  (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 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



                                                                    Page 9 of 15

<PAGE>

                           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
                           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,


                                                                   Page 10 of 15

<PAGE>

                           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;

                  (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;

                                                                   Page 11 of 15

<PAGE>


                  (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)      Registration of any class of equity securities of the
                           Company pursuant to Section 12 of the Securities
                           Exchange Act of 1934, as amended, provided, however,
                           the Shares subject to this Option are included in
                           such registration.

         (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.

20.      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.

21.      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.

22.      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.

23.      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

                                                                   Page 12 of 15

<PAGE>

express courier (prepaid); or one (1) business day after transmission by
facsimile.

24.      ARBITRATION.    Any controversy or claim arising out of or relating  to
         this Agreement, or the breach thereof, including the arbitrability of
         any controversy or claim, shall be settled by arbitration in accordance
         with the Commercial Arbitration Rules and the Optional Rules for
         Emergency Measures of Protection of the American Arbitration
         Association ("AAA"), and judgment upon the award rendered by the
         arbitrator(s) may be entered in any court having jurisdiction thereof.
         Any provisional remedy which would be available from a court of law,
         shall be available from the arbitrator, to the parties to this
         Agreement pending arbitration. Civil discovery shall be permitted for
         the production of documents and taking of depositions. The
         arbitrator(s) shall be guided by the California Rules of Civil
         Procedure in allowing discovery and all issues regarding compliance
         with discovery requests shall be decided by the arbitrator(s). The
         Federal Arbitration Act shall govern all arbitration proceedings under
         this Agreement. This Agreement shall in all other respects be governed
         and interpreted by the laws of the State of California, excluding any
         conflicts or choice of law rule or principles that might otherwise
         refer construction or interpretation of this Agreement to the
         substantive law of another jurisdiction. The arbitration shall be
         conducted in Orange County, California by one neutral arbitrator chosen
         by AAA according to its Commercial Arbitration Rules if the amount of
         the claim is one million dollars ($1,000,000.00) or less and by three
         neutral arbitrators chosen by AAA in the same manner if the amount of
         the claim is more than one million dollars ($1,000,000.00). Neither
         party nor the arbitrator(s) may disclose the existence, content, or
         results of any arbitration hereunder without the prior written consent
         of both parties. All fees and expenses of the arbitration shall be
         borne by the parties equally. However, each party shall bear the
         expense of its own counsel, experts, witnesses, and preparation and
         presentation of proofs. The prevailing party, according to the
         arbitrator(s), shall be entitled to an award of reasonable attorney's
         fees and arbitration fees and administrative expenses. This agreement
         to arbitrate shall survive the termination or repudiation of this
         Agreement.



Date of Grant:  August 15, 2000                      Accesspoint Corporation,
                                                     a Nevada Corporation




                                                     By: /s/ Tom M. Djokovich
                                                     ---------------------------
                                                     Tom M. Djokovich,
                                                     Chief Executive Officer



                                                                   Page 13 of 15

<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: August 15, 2000                     By: /s/ Alfred Urcuyo
                                                ------------------
                                                Alfred Urcuyo,
                                                an individual








                                                                   Page 14 of 15

<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:                                      ----------------------
                                            Name:










                                                                   Page 15 of 15