<PAGE>

                                                                     EXHIBIT 1.6

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR 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: Brad J. Martin

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

Address: 215 Ocean View Ave, Newport Beach, CA 92663

Total Option Shares: 1,900

Exercise Price Per Share: 4.75

Date of Grant: May 2nd, 2000

First Vesting Date: See Section 3

Expiration Date for Exercise of Options: May 2nd, 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 0f 14
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               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
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     (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 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 2nd, 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 2nd, 2000          By:  /s/ Brad J. Martin
                              ----------------------------------
                              Name: Brad J. Martin

                                                                   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 2nd, 2000         By:  /s/ Denee Martin
                              ---------------------------------
                              Name:  Denee Martin

                                                                   Page 14 of 14