THE SECURITY  REPRESENTED BY THIS CERTIFICATE OR OTHERWISE  CONTEMPLATED IN THIS
AGREEMENT  HAS BEEN  ACQUIRED  FOR  INVESTMENT  AND NOT  WITH A VIEW  TO,  OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                              STOCK BONUS AGREEMENT


THIS STOCK BONUS AGREEMENT  ("Agreement") is effective as of the 7th day of May,
2001, by and between Accesspoint Corporation,  a Nevada corporation ("Company"),
and  Rex  Alan  Sanders  an  individual  ("Employee").  Accesspoint  and/or  the
Employees  are  sometimes  herein  referred  to  individually  as a "party"  and
collectively as the "parties."


                                 R E C I T A L S


A.       WHEREAS, Employee is an employee of the Company;

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

C.       WHEREAS, the  Board  of  Directors of  the  Company  desire to grant to
Employee certain stock awards in the form of Preferred stock, Series A, pursuant
to the terms and conditions of this Agreement and the Plan.

NOW,  THEREFORE,  in consideration of the mutual promises  contained herein, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE 1.

                            GRANT OF PREFERRED SHARES

1.1      CONDITIONAL AWARD OF PREFERRED SHARES.  For value received, the Company
hereby  conditionally  awards to Employee the number of shares of its  Preferred
Stock, Series A ("Shares"),  set forth on Schedule 1, attached hereto and made a
part hereof  ("Conditional  Award").  The Shares  shall be made  available  from
authorized and unissued Preferred Stock, Series A, of the Company or from shares
of  Preferred  Stock,  Series A, held by the  Company  as  treasury  stock.  The
foregoing  Conditional  Award  is  made  subject  to the  terms  and  conditions
hereinafter  set  forth.  The above  Preferred  Stock,  Series A, is  subject to
certain  conversion and other rights and restrictions set forth in


                                       1

<PAGE>

a Certificate of Determination filed by the Company. As used herein, the date of
grant of the Conditional  Award  hereunder shall not necessarily  constitute the
date of  transfer of the Shares for  purposes  of  election  pursuant to Section
83(b) of the  Internal  Revenue  Code of 1986,  as amended,  which my occur on a
different or later date.

1.2.     FAIR MARKET VALUE.  The fair market value of the shares in each
Conditional  Award shall be deemed to be three (3%) percent of the closing price
at which a share of Common  Stock of the  Company  shall have been valued on the
date of grant pursuant to Schedule 1,  notwithstanding that the date of transfer
of the Shares for purposes of election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, my occur on a different or later date.

1.3.     PLAN. The Conditional Award set forth herein is made expressly  subject
to the terms and conditions of the Plan. Notwithstanding the foregoing, PSI may,
in lieu of awards by the Company under the Plan, or in coordination  with awards
by the Company  under the Plan,  make stock bonus  awards  pursuant to a similar
plan or plans  adopted  by PSI.  It is the  intent  of the  parties  to  provide
Employee with the benefit of ultimately  being  eligible for  conversion of some
stock or security into Common Shares of the Company.


1.4.     CONVERSION.  The Shares shall, subject to the terms  and conditions  of
this Agreement,  be convertible into fully paid non-assessable  shares of Common
Stock upon the  occurrence of the events set forth herein.  Notwithstanding  the
foregoing,  the Shares may not be  converted  if the  issuance  of any shares of
Common Stock upon such conversion would constitute a violation of any applicable
federal or state  securities or other law or  regulation.  As a condition to the
conversion  of the Shares,  the  Company  may  require the  Employee to make any
representation  and warranty to the Company as may be required by any applicable
law or regulation.

1.5.     CONVERSION SCHEDULE.   The  Shares  shall,  subject to  the  terms  and
conditions set forth in this  Agreement,  and subject to forfeiture as set forth
herein,  be  convertible  into  Common  Shares  upon the  attainment  of certain
earnings  and revenue  milestones  by the  Company,  as defined at Article 1, in
accordance with the conversion schedule set forth on Schedule 1.

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

1.7.     SHARES AVAILABLE FOR CONVERSION.   The Shares available for  conversion
shall be  reduced  as a pool as set forth at,  above.  Should the pool of Shares
available for conversion be insufficient to provide for any level of conversion,
in full or part,  at any  time as set  forth in this  Agreement,  the  remaining
conversion  schedule  shall be of no further force or effect and all  conversion
rights  shall expire and  terminate  and no further  Shares shall  convert or be
subject to conversion.


                                       2

<PAGE>

1.8.     CONDITIONAL  AWARD  ADJUSTMENTS.   The  Employee  shall  be  granted  a
Conditional Award of Series A Preferred Stock (the "Shares") upon achievement of
the continuous  employment  period and in the amount of Series A Preferred Stock
described in Schedule 1. The Shares subject to the  Conditional  Award,  whether
converted or unconverted, shall be forfeited to the Company if the employment of
the  Employee by the Company or an  Affiliate is  terminated  for cause,  as set
forth herein.  If such termination  occurs prior to completion of the employment
period  described  in Schedule 1,  Employee  shall  forfeit one hundred  percent
(100%) of the  Conditional  Award to which he would have been eligible.  If such
termination  occurs after  completion of the period described in Schedule 1, but
prior to 30 days thereafter, Employee shall forfeit an amount of Shares, whether
converted or unconverted,  equal to 5/6 of the total  Conditional  Award amount,
prorated on the basis of a 30 day month. Thereafter,  for each 30 day period, or
portion thereof on a 30 day prorated basis,  of continuous  employment  service,
Employee  shall forfeit an amount of shares reduced by an amount equal to 1/6 of
the total  Conditional  Award  amount,  so that upon  completion  of 180 days of
continuous employment from the date described in Schedule 1, none of the Shares,
whether  converted or unconverted,  pursuant to the  Conditional  Award shall be
subject to  forfeiture.  All  prorations  shall be made on the basis of a 30 day
month and a 360 day year.

1.9.     SPECIAL CONVERSION OF DEATH OR FULL DISABILITY.  Upon the death or full
disability of Employee,  and subject to the service  adjustments and forfeitures
as set forth above,  ten percent  (10%) of any Shares not then  converted  shall
automatically convert for the benefit of the Employee or the estate of Employee,
and the  remainder of the  conversion  rights shall expire and terminate and any
then unconverted Shares shall be forfeited to the Company.

1.10.    FULL DISABILITY OF EMPLOYEE.  In the event Employee becomes mentally or
physically  disabled to such an extent that Employee is unable to  substantially
perform  Employee's  normal  employment  duties on behalf of the  Company  for a
period  of  thirty  (30)  consecutive  days or more,  the  Company,  at any time
thereafter,  shall have the right, at its sole option, to declare Employee fully
disabled hereunder.

1.11.    DEFINITION OF CAUSE.  As used  herein  with  regard  to  suspension  or
discharge,  cause shall consist of the following:  (i) cause as defined pursuant
to any written  employment  agreement to which the Employee is a party; (ii) the
conviction  of Employee by a court of  competent  jurisdiction  (and to which no
further  appeal  can be taken) of a felony or any other  crime  involving  moral
turpitude;  (iii) the  commission  by  Employee  of an act of fraud or other act
materially  evidencing bad faith or  dishonesty;  (iv) the  misappropriation  by
Employee  of any  funds or  property  or other  rights of the  Company;  (v) the
suspension  or  removal  or  termination  of  Employee  by or at the  request or
requirement of any governmental  authority having jurisdiction over the Company;
(vi) the  willful  refusal  to  follow  any  lawful  directive  of the  Board of
Directors of Company;  or (vii) the breach by Employee of any material  terms of
this Agreement or any other  agreement  between  Employee and the Company or any
affiliate of the Company. The foregoing definition shall be used for purposes of
this  Agreement  only  and  shall  have  no  other  effect,   whether   binding,
interpretive,  illustrative,  or  otherwise,  on  any  employment  relationship,
whether at-will or pursuant to a written agreement employment agreement.

1.12.    EXPIRATION OF CONVERSION RIGHTS.   The conversion rights with regard to
any and all Shares  which do not become  fully  converted  at the time set forth
therefore  shall be deemed expired and such Shares shall no longer be subject to
conversion in accordance with the terms and conditions of this  Agreement.  Such
Shares unconverted Shares shall be forfeited to the Company.


                                       3

<PAGE>

1.13.    REVENUE.   Subject  to adjustment as set forth at Section 1.14,  below,
the term revenue as used herein shall mean the gross revenue of the Company from
sources  as  follows:  (i)  all of  the  capital  inflows  of  the  Company  (or
enhancements of assets) from producing and delivering goods, rendering services,
or other activities that constitute the ongoing central  business  operations of
the Company;  and (ii) gross revenues from sales and licensing  transaction made
by the Company  with regard to the  services and products of the Company for the
account or benefit of the Company pursuant to transactions  materially initiated
by  Employee  or in  which  the  Employee  is or was a  direct  and  substantial
influence. Subject to the definitions and adjustments set forth herein, the term
revenue  shall be construed  hereunder  in a manner  consistent  with  generally
accepted accounting principles.

1.14.    ADJUSTMENT TO REVENUE.   The  term  revenue  as  used herein  shall  be
adjusted to exclude  contributions  or  distributions to the Company from any of
its  affiliated  entities,  contributed  capital,  equity  inconvertments,   tax
credits,  and  revenues,  gains  and/or  increases  in  equity  or  assets  from
peripheral or incidental  transactions  not otherwise  specifically set forth at
Section 1.13, above.

1.15.    RIGHTS AS SHAREHOLDER.  Employee shall have all rights as a shareholder
of Preferred Stock,  Series A, with respect to the Shares,  except to the extent
that such  rights as a share  owner would cause the Plan not to comply with Rule
16b-3  under  the  Securities  Exchange  Act  of  1934,  as  amended.   Employee
acknowledges that the Preferred Stock, Series A, bear no voting rights.

1.16.    NONTRANSFERABILITY OF CONDITIONAL  AWARDS.  Subject  to the  terms  and
conditions  contained  herein,  the  Shares  subject to the  Conditional  Award,
whether  converted or unconverted,  shall not be  transferable  and shall not be
sold,  exchanged,  transferred,  pledged,  hypothecated or otherwise disposed of
within  twenty-four  (24) months from the date of the  Conditional  Award unless
specifically authorized by the Board of Directors of Accesspoint.

                                   ARTICLE 2.

                       ISSUANCE OF FULLY CONVERTED SHARES

2.1.     ISSUANCE ON CONVERSION.  Before any Shares may be converted into Common
Shares,  the Employee must surrender the certificate or certificates  evidencing
the Shares,  duly  endorsed in blank or  accompanied  by proper  instruments  of
transfer,  at the office of the  Company or any  transfer  agent for the Shares.
Employee  shall  give  written  notice to the  Company at such  office  that the
Employee  reasonably  believes  that  that a  certain  number  of Shares is then
subject to  conversion  as set forth  herein.  The notice shall also specify the
name or names in which the Employee the certificate or  certificates  for Common
Shares to be issued.  If a name  specified is not that of  Employee,  the notice
shall  also  state the  address  of the new  holder  and any  other  information
required by law. The Company shall have the right,  in its sole  discretion,  to
decline  to issue  any such  certificates  in any  name  other  than the name of
Employee  appearing the surrendered  certificates  representing the Shares.  The
Company  shall,  subject to the tax provisions set forth at Section 2.7, as soon
as practicable thereafter, issue and deliver at such office to the holder of the
Shares converted, or the that holder's nominee or nominees, certificates for the
number of full Common  Shares to which the

                                       4

<PAGE>

holder shall be entitled,  to receive together with a scrip  certificate or cash
in lieu of any  fraction of a share as provided  herein,  subject  further to an
available  exemption under the securities  laws and general  compliance with all
securities  laws,  rules and  regulations.  Notwithstanding  the foregoing,  the
Company shall not be obligated to deliver registered or qualified  securities to
Employee,  and the  obligation  of  Accesspoint  to issue Common  Shares  and/or
deliver stock certificates  shall abate unless and until an available  exemption
from the  requirement  of  registration  or  qualification  under any applicable
securities laws is available and may be obtained and perfected.

2.2      CONVERSION DATE. Conversion hereunder shall be deemed to have been made
as of the date of  surrender  of the Shares to be  converted,  and the person or
persons  entitled to receive the Common Shares issuable upon conversion shall be
treated for al purposes as the record holder or holders of such Common Shares on
that date.

2.3.     COMPLIANCE  WITH  SECURITIES  LAWS.  All offers, sales,  transfers  and
Conversions  of the  Shares  shall be made in  compliance  with  all  applicable
securities  laws,  rules  and  regulations,  and  pursuant  to  registration  of
securities under the Securities Act (and qualification under General Corporation
Law of  California)  or pursuant to an  exemption  from  registration  under the
Securities Act (and qualification  under General Corporation Law of California).
The Employee  acknowledges  that the Shares are subject to the  restrictions  on
transfer set forth in Rule 144 of the Rules promulgated under the Securities Act
of  1933  ("Act").  Any  and all  offers  and  sales,  to the  extent  permitted
hereunder,  by Employee after the restricted  period shall be made only pursuant
to  such  a  registration   (and   qualification)  or  to  such  exemption  from
registration  (and  qualification).  Employee shall comply with all policies and
procedures established by Accesspoint with regard to Rule 144 matters.

2.4.     CHANGE IN STRUCTURE OF ACCESSPOINT.  Upon the  consummation of any sale
of substantially all of the assets of Accesspoint, or the merger,  consolidation
or  reorganization  of  Accesspoint  in which  Accesspoint  is not the surviving
corporation,  and directly  pursuant to which  Employee is materially  prevented
from achieving any applicable revenue  milestones as set forth herein,  then all
conditionally converted Shares shall fully convert and Employee shall be granted
fully converted Shares as if the next applicable revenue milestone had then been
achieved.  The  remainder of any  conversion  rights  pertaining  to the Shares,
including,  without  limitation,  conversion  rights pertaining to conditionally
converted  Shares,  shall expire and terminate and the Shares shall no longer be
subject to conversion.

2.5.     EMPLOYMENT  RELATIONSHIP.  The  parties acknowledge that any employment
relationship  or  relationships  between  the  Employees  and the Company or the
Employees and  Accesspoint,  if any, is either  at-will  employment or set forth
pursuant  to the  terms of a  separate  written  employment  agreement  and that
nothing in this Agreement shall affect in any manner  whatsoever such employment
relationships,  if any,  between The Employees and such parties.  This Agreement
does not  constitute an express or implied  promise of continued  employment for
the periods defined herein or any other period or periods.

2.6.     TAX MATTERS.  (a).  If the Employee  properly elects within thirty (30)
days of the date on which the  Conditional  Award is granted to include in gross
income for federal  income tax purposes an amount equal to the fair market value
(on the date of grant of the  Conditional  Award)  of the Stock  subject  to the
Conditional  Award,  such person  shall make  arrangements  satisfactory  to the
Company

                                       5

<PAGE>

to pay the Company in the year of such Conditional  Award any federal,  state or
local taxes required to be withheld with respect to such shares. If the Employee
shall fail to make such tax payments as are required,  the Company shall, to the
extent  permitted by law,  have the right to deduct from any payment of any kind
otherwise  due to the Employee  any federal,  state or local income taxes of any
kind  required by law to be withheld  with respect to the Stock  subject to such
Conditional Award.

         (b).  Should the Employee  not make the  election  described in Section
2.6(a) herein,  then the Employee  shall, no later than the date as of which the
restrictions referred to herein and on Schedule 1 and such other restrictions as
may have been imposed as a condition of the Conditional  Awards shall lapse, pay
to the  Company,  or make  arrangements  satisfactory  to the Company  regarding
payment of any federal,  state or local taxes of any kind  required by law to be
withheld  with  respect to the Stock  subject  to such  Conditional  Award.  The
Company may, in its sole discretion and on terms it shall determine,  approve or
disapprove  the election of the  Employee for the Company to withhold  shares of
Stock as the deemed cash  settlement  to satisfy the Company's  withholding  tax
obligations,  in  whole or in  part,  relating  to the  Conditional  Award.  The
approval  or  disapproval  of the  Company  may be given at any time  after  the
election to which it relates.  The election by the  Employee  shall only be made
during the period  beginning  on the third  business day  following  the date of
release for  publication of quarterly or annual summary  statements of sales and
earnings and ending on the twelfth business day following such date.

         (c). If Accesspoint determines that it is required to withhold federal,
state  or  local  tax as a  result  of the  grant  of the  Conditional  Award or
conversion of the Shares, then Employee, as a condition to the conversion of the
Shares,  shall make  arrangements  satisfactory  to  Accesspoint to enable it to
satisfy such withholding  requirements.  Employee will pay when due and payable,
any and all federal and state taxes or fees that may be payable by Employee with
respect to, without limitation: (i) the grant of the Shares; (ii) the conversion
of  the  Shares;  (iii)  the  issuance  of any  Common  Shares  or  certificates
therefore;  and/or  (iv) the  subsequent  disposition,  to the extent  permitted
hereunder,  of any of the  Shares,  Common  Shares,  or  certificates  issued to
Employee upon conversion of the Shares. The Employee understands that any of the
foregoing  references  to  taxation  are based on  federal  income  tax laws and
regulations  now in effect,  and may not be  applicable  to the  Employee  under
certain circumstances. The Employee may also have adverse tax consequences under
state or local law.  The  Employee  has  reviewed  with the  Employee's  own tax
advisors  the  federal,  state,  local  and  foreign  tax  consequences  of  the
transactions  contemplated by this Agreement.  The Employee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. The Employee  understands that the Employee (and not the Company)
shall be  responsible  for the  Employee's own tax liability that may arise as a
result of the transactions contemplated by this Agreement.


2.7.     INCIDENTAL REGISTRATION.  Subject to Nontransferability provisions out-
lined in Section 1.16 above,  Accesspoint  shall give written notice to Employee
of any proposed  registration under the Act of any of its securities of the same
class and series as the Common Shares issued to Employee  pursuant to conversion
of the Shares.  Accesspoint will use its best reasonable  commercial  efforts to
include in any such  Registration  Statement,  at the cost of Accesspoint and in
accordance  with the  intended  method or  methods of  distribution,  any of the
Common  Shares  issued to  Employee  pursuant

                                       6

<PAGE>

to conversion of the Shares if Employee  shall request  inclusion  within thirty
(30) days after the date of mailing of the above notice. Employee will cooperate
with  Accesspoint,  execute,  acknowledge,   notarize,  and  deliver  reasonable
documents  and  instruments,   and  provide   Accesspoint  with  all  reasonable
documents,  instruments and information reasonably required to prepare, complete
and file the Registration Statement. Employee represents that no such documents,
instruments and information shall contain any untrue statements of material fact
or omit to state any material facts  required to be stated therein  necessary to
make the statements  therein not misleading in light of the  circumstances  then
existing.  Notwithstanding  the  foregoing,  Accesspoint  may,  but shall not be
required hereunder to, keep any such Registration Statement effective or prepare
or  file  any  amendments  or  post-effective  amendments  to  the  Registration
Statement  with  regard to the shares of  Employee or assist in any way with the
sale or distribution of the shares of Employee.

                                   ARTICLE 3.

                            RESTRICTIONS ON TRANSFER

3.1.     RESTRICTIONS. Notwithstanding anything herein to the contrary, Employee
understands  and agrees  that  Employee  shall not dispose of any of the Shares,
whether  by  sale,  exchange,  assignment,   transfer,  gift,  devise,  bequest,
mortgage, pledge, encumbrance or otherwise,  except in accordance with the terms
and conditions of this Agreement, and Employee shall not take or omit any action
which will impair the absolute and  unrestricted  right,  power,  authority  and
capacity of Employee to sell Shares in accordance  with the terms and conditions
hereof

3.2.     TRANSFERS VOID.  Any  purported  transfer  of  Shares by  Employee that
violates any provision of this  Agreement  shall be wholly void and  ineffectual
and  shall  give to the  Company  or its  designee  the right to  purchase  from
Employee  all but not less than all of the Shares then owned by  Employee  for a
period  of 90 days  from the date the  Company  first  learns  of the  purported
transfer at the Agreement  Price and on the Agreement  Terms (as those terms are
defined in  Sections  3.11 and 3.12,  respectively,  of this  Article 3). If the
Shares are not purchased by the Company or its designee,  the purported transfer
thereof shall remain void and  ineffectual and they shall continue to be subject
to this  Agreement.  The Company  shall not cause or permit the  transfer of any
Shares to be made on its books except in accordance with the terms hereof.

3.3.     PERMITTED TRANSFERS.   Employee may sell, assign or transfer any Shares
held by the Employee but only by complying  with the  provisions of Section 3.7.
Employee may sell,  assign or transfer  any Shares held by the Employee  without
complying  with the  provisions  of Section 3.7 by obtaining  the prior  written
consent of the  Company as approved by a majority of the members of the Board of
Directors of the Company,  provided that the transferee  agrees in writing to be
bound by the provisions of this Agreement and the transfer is made in accordance
with any other  restrictions or conditions  contained in the written consent and
in accordance with applicable federal and state securities laws.

3.4.     NO TRANSFER UPON DEATH.  No Shares may be transferred upon the death of
Employee;  the Shares shall be subject to the special  conversion and forfeiture
provisions  set  forth  hereinabove  pertaining  to the death or  disability  of
Employee.


                                       7

<PAGE>

3.5.     NO PLEDGE.  Unless a majority of the members of the Board of  Directors
consent, Shares may not be pledged,  mortgaged or otherwise encumbered to secure
indebtedness  for money borrowed or any other  obligation for which the Employee
is primarily or secondarily liable.

3.6.     STOCK CERTIFICATE  LEGEND.  Each stock certificate for Shares issued to
the Employee shall have conspicuously  written,  printed,  typed or stamped upon
the face thereof,  or upon the reverse  thereof with a conspicuous  reference on
the face  thereof,  the  following  legend,  in addition to any other  legend or
legends deemed required or appropriate by counsel for the Company:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE TRANSFERRED IN THE
ABSENCE  OF  REGISTRATION   THEREUNDER  OR  AN  APPLICABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD,  ASSIGNED,
TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE  WITH
AND  SUBJECT TO THE TERMS OF THE STOCK  BONUS  AGREEMENT,  A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF
THE BOARD OF DIRECTORS CONSENT, SUCH STOCK BONUS AGREEMENT PROHIBITS ANY PLEDGE,
MORTGAGE OR OTHER  ENCUMBRANCE  OF SUCH SHARES TO SECURE ANY  OBLIGATION  OF THE
HOLDER HEREOF.  EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON  ACQUIRING OR
PURPORTING  TO ACQUIRE THE  CERTIFICATE  OR THE SHARES  HEREBY  EVIDENCED OR ANY
INTEREST  THEREIN  IS HEREBY  NOTIFIED  OF THE  EXISTENCE  OF SUCH  STOCK  BONUS
AGREEMENT,  AND ANY ACQUISITION OR PURPORTED  ACQUISITION OF THIS CERTIFICATE OR
THE SHARES  HEREBY  EVIDENCED  OR ANY INTEREST  THEREIN  SHALL BE SUBJECT TO ALL
RIGHTS AND  OBLIGATIONS OF THE PARTIES TO SUCH STOCK BONUS  AGREEMENT AS THEREIN
SET FORTH.

3.7.     SALES OF SHARES; RIGHT OF FIRST REFUSAL. The Company shall have a right
of  first  refusal  with  regard  to any  sale,  assignment,  transfer  or other
disposition of any Shares held by Employee.

         3.7.1.  In the event that the Employee shall desire to sell,  assign or
transfer  any Shares  held by the  Employee to any other  person  (the  "Offered
Shares")  and shall be in receipt of a bona fide offer to  purchase  the Offered
Shares ("Offer"),  the following  procedure shall apply. The Employee shall give
to the Company written notice  containing the terms and conditions of the Offer,
including,  but not limited to: (i) the number of Offered Shares; (ii) the price
per Share;  (iii) the method of payment;  and (iv) the  name(s) of the  proposed
purchaser(s).

         3.7.2.  An offer shall not be deemed bona fide unless the  Employee has
informed the  prospective  purchaser  of the  Employee's  obligation  under this
Agreement and the  prospective  purchaser has agreed to become a party hereunder
and to be bound  hereby.  The  Company  is  entitled  to take  such  steps as it
reasonably  may deem necessary to determine the validity and bona fide nature of
the Offer.


                                       8

<PAGE>

         3.7.3.  Until 10 days after such  notice is given,  the  Company or its
designee shall have the right to purchase all of the Offered Shares at the price
offered by the prospective purchaser and specified in such notice. Such purchase
shall be on the Agreement Terms, as defined in Sections 3.11 and 3.12.

3.8.     FAILURE OF COMPANY OR ITS DESIGNEE TO PURCHASE OFFERED SHARES.   If all
of the  Offered  Shares are not  purchased  by the Company  and/or its  designee
within the 10-day period granted for such purchases,  then any remaining Offered
Shares may be sold,  assigned or  transferred  pursuant to the Offer;  provided,
that the Offered Shares are so  transferred  within 15 days of the expiration of
the 10-day  period to the  person or  persons  named in, and under the terms and
conditions of, the bona fide Offer  described in the notice to the Company;  and
provided further,  that such persons agree to execute and deliver to the Company
a written agreement,  in form and content satisfactory to the Company,  agreeing
to be bound by the terms and conditions of this Agreement.

3.9.     MANNER OF EXERCISE.  Any right to purchase hereunder shall be exercised
by giving  written notice of election to the Employee,  the Employee's  personal
representative  or any other  selling  person,  as the case may be, prior to the
expiration of such right to purchase.

3.10.    AGREEMENT PRICE.  (b)(3).  The "Agreement Price" shall be the higher of
(i) the fair market value of the Shares to be purchased determined in good faith
by the Board of Directors of the Company or (ii) the original  exercise price of
the Shares to be purchased.

3.11.    DELIVERY OF SHARES AND CLOSING  DATE. At the closing, the Employee, the
Employee's personal representative or such other selling person, as the case may
be, shall deliver  certificates  representing the Shares,  properly endorsed for
transfer,  and with the necessary  documentary and transfer tax stamps,  if any,
affixed,  to the  purchaser  of  such  Shares.  Payment  of the  purchase  price
therefore shall  concurrently be made to the Employee,  the Employee's  personal
representative  or such other selling person,  as provided in subsection (ii) of
this Section  3.11.  Such  delivery and payment  shall be made at the  principal
office of the Company or at such other place as the parties  mutually agree. The
foregoing may be herein referred to as the "Agreement Terms."

3.12.    PAYMENT OF PURCHASE PRICE.  The Company shall pay the purchase price to
the Employee at the closing. The purchase price payment terms shall be a part of
the "Agreement Terms."

3.13.    RIGHT TO PURCHASE UPON  CERTAIN  OTHER  EVENTS.   The  Company  or  its
designee  shall have the right to  purchase  all,  but not less than all, of the
Shares held by the Employee at the Agreement  Price and on the  Agreement  Terms
for a period of 90 days after any of the following events:

         3.13.1.   Any  attempt  by  a  creditor to levy upon or sell any of the
Employee's Shares;

         3.13.2.   The  filing  of  a  petition  by  the Employee under the U.S.
Bankruptcy Code or any insolvency laws;

         3.13.3.   The  filing  of   a  petition  against  Employee  under   any
insolvency or  bankruptcy  laws by any creditor of the Employee if such petition
is not dismissed within 30 days of filing;

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<PAGE>

         3.13.4.   The entry of a decree of divorce between the Employee and the
Employee's spouse; or

         3.13.5.   The  termination  of  Employee's  services as  an employee or
consultant with the Company.

3.14.    NOTICE OF EVENTS. The Employee shall provide the Company written notice
of the  occurrence  of any event set forth at Section 3.13 within 30 days of the
occurrence of such event.

3.15.    TERMINATION.  The  provisions  of this  Article 3 shall  terminate  and
all rights of each such party hereunder shall cease except for those which shall
have theretofore accrued upon the occurrence of any of the following events:

         3.15.1.   Cessation of the Company's business;

         3.15.2.   Bankruptcy, receivership or dissolution of the Company;

         3.15.3.   Ownership  of all of the issued and outstanding shares of the
Company by a single shareholder of the Company;

         3.15.4.   Written  consent or  agreement of  the  shareholders  of  the
Company  holding 50% of the then issued and  outstanding  shares Common Stock of
the Company (determined on a fully diluted basis);

         3.15.5.   Consent  or  agreement of  a  majority of  the members of the
Board of Directors of the Company; or

         3.15.6.   Registration of any class of equity securities of the Company
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

3.16.    AMENDMENT.  This  Article  3  may be modified or amended in whole or in
part by a written  instrument  signed by shareholders of the Company holding 50%
of the outstanding  shares of Common Stock (determined on a fully diluted basis)
or a majority of the members of the Board of Directors of the Company.

                                   ARTICLE 4.

                               GENERAL PROVISIONS

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

4.2.     ADVICE OF COUNSEL.  Each  party has been advised of and understands the
terms and  conditions  of this  Agreement.  This  Agreement  has been freely and
voluntarily entered into and

                                       10

<PAGE>

executed by the parties,  each of the parties  hereto being duly  represented by
counsel or having the benefit of advice of counsel.

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

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

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

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


Employee:                           [See Schedule 1]


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

4.7.     ENTIRE  AGREEMENT;  MODIFICATION,  WAIVER.  This Agreement  constitutes
the entire agreement between the parties pertaining to the conditional and final
converting  of any  Shares,  and along with the Plan and the  Trust,  the entire
agreement  between the parties  pertaining to any other subject matter contained
herein.  This  Agreement  supersedes  all prior and  contemporaneous  agreement,
representations  and  understandings  of the  parties.  No  waiver of any of the
provisions of this Agreement  shall be deemed,  or shall  constitute a waiver of
any other provision,  whether or not similar,  nor shall any waiver constitute a
continuing  waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

4.8.     SEVERABILITY. Should any provision or portion of this Agreement be held
or  otherwise  become  unenforceable  or invalid for any reason,  the  remaining
provisions  and  portions  of  this  Agreement   shall  be  unaffected  by  such
unenforceability or invalidity.

4.9.     COUNTERPARTS.  This  Agreement may be executed simultaneously in one or
more

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<PAGE>

counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same  instrument.  The exhibits  attached
hereto and  initialed  by the parties  are made a part  hereof and  incorporated
herein by this reference.

4.10.    PARTIES IN INTEREST.  Nothing  in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the parties to it, and the  Company,  and
their and its  respective  successors  and  assigns.  The  Company is  expressly
declared to be a third party  beneficiary  under this agreement with full rights
of  enforcement.  Further,  nothing  in this  Agreement  intended  to relieve or
discharge the obligation or liability of any third party to this Agreement,  nor
shall any  provision  give any third  person  except  the  Company  any right of
subrogation or action over against any party to this Agreement.

4.11.    ASSIGNMENT.  The Shares may be exercised only by Employee during his or
her  lifetime,  unless  expressly  agreed  otherwise in writing by  Accesspoint.
Employee  may not  transfer or assign,  or purport to  transfer  or assign,  the
Shares  without the prior  written  consent of  Accesspoint.  To the extent that
Accesspoint may consent to any such assignment,  this Agreement shall be binding
on,  and shall  inure to the  benefit  of,  the  heirs,  legal  representatives,
successors and assigns of Employee. Accesspoint may assign this Agreement to any
entity which purchases substantially all of the assets of Accesspoint, or is the
surviving entity in any merger, consolidation or reorganization of Accesspoint.

4.12.    SPECIFIC PERFORMANCE. Each party's obligations under this Agreement are
unique. If any party should default in its obligations under this Agreement, the
parties each acknowledge that it would be extremely impracticable to measure the
resulting  damages;  accordingly,  the  nondefaulting  party, in addition to any
other available rights or remedies,  may sue in equity for specific  performance
without the necessity of posting a bond or other security,  and the parties each
expressly waive the defense that a remedy in damages will be adequate.

4.13.    RECOVERY OF LITIGATION COSTS. If any legal action or any arbitration or
other proceeding is brought for the enforcement of this Agreement, or because of
an alleged dispute,  breach, default or misrepresentation in connection with any
of the  provisions of this  Agreement,  the  successful  or prevailing  party or
parties shall be entitled to recover as an element of their damages,  reasonable
attorneys'  fees and other  costs  incurred  in that  action or  proceeding,  in
addition to any other relief to which they may be entitled.

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

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

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

                                       12

<PAGE>


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

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


                            COMPANY:

                            Accesspoint Corporation, a Nevada corporation



                            By: /s/Tom M. Djokovich
                            ------------------------
                            Tom M. Djokovich, CEO



                            EMPLOYEE:


                            By: /s/ Rex Alan Sanders
                            -------------------------------
                            Rex Alan Sanders, an individual





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<PAGE>


                                   SCHEDULE 1


NUMBER OF PREFERRED SHARES, SERIES A, CONDITIONALLY AWARDED:

            (1)   After  completion  of a  minimum  of  twelve  (12)  months  of
                  employment with Accesspoint, but in any event not prior to May
                  7, 2002: 5,000 shares (Five Thousand)

CONDITIONAL CONVERSION SCHEDULE:

The following  conversion  schedule shall outline various  business  development
goals  of the  Company  and  responsibilities  of  Employee  and  shall  require
achievement,  in accordance with the terms and conditions of this Agreement,  of
those milestones outlined below.

Milestone         1. The Employee  shall have the right to convert Five Thousand
                  (5,000) Class A Preferred  Shares upon attaining the following
                  business development goals for the Company:

                  (a)   Employee shall be responsible  for helping to maintain a
                        merchant and customer care  division for the  management
                        of both  processing and general  Company  services.  The
                        division shall be capable of supporting customer service
                        needs  necessary  for the  support  of  twenty  thousand
                        (20,000) customers.
                  (b)   Upon  Company  attainment  of twenty  thousand  (20,000)
                        merchant/processing  accounts and seventeen million four
                        hundred thousand ($17,400,000) dollars in gross revenues
                        as  reported  within  condensed  consolidated  financial
                        statements  representing  gross revenues for the Company
                        and all wholly owned subsidiary's.

                  The time attainment requirements for Employee's achievement of
                  the foregoing business  development goals and objectives shall
                  be twenty  four (24) months  from the  effective  date of this
                  Agreement.

ADDRESS OF EMPLOYEE FOR PURPOSE OF NOTICE AND OTHERWISE:

Rex Alan Sanders  4805 Monte Vista, Los Angeles, CA 90042      Soc.# ###-##-####


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