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 effective as of April
9,  2001,  ("Effective  Date" or "Date of  Grant")  by and  between  Accesspoint
Corporation,  a Nevada  corporation  ("Company"),  and the optionee  named below
("Optionee").  The Company and/or the Optionee are sometimes  herein referred to
individually as a "party" and collectively as the "parties."

Optionee:                           Dennis L. Parker, as trustee of the Lucille
                                    A. Julian Family Living Trust U/D/T

Social Security Number:

Address:                            9722 Melinda, Huntington Beach, CA  92646

Total Option Shares:                9,375 shares

Exercise Price Per Share:           $2.50

Date of Grant:                      April 9, 2001

Expiration Date for Exercise of Options:  April 8, 2004


         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:

1.       GRANT OF  OPTION.  The  Company  hereby  grants to  Optionee  an option
         ("Option" or "Options") to purchase 9,375 shares of Common Stock of the
         Company  ("Shares") at the exercise price of $2.50 per Share ("Exercise
         Price"),  subject to all of the terms and  conditions of this Agreement
         and  any  applicable  plan.  The  Options  granted  herein   constitute
         non-qualified  stock options as defined pursuant to Section 422A of the
         Internal Revenue Code of 1986, as amended ("Code").

2.       EXERCISE  PRICE.  The Exercise  Price is deemed to be not less than the
         fair market  value per share of Common Stock of the Company on the date
         of grant,  as  determined  by the Board of  Directors  ("Board") of the
         Company.

3.       EXERCISE OF OPTION. This Option shall be exercisable during its term as
         follows:



                                      1

<PAGE>


         (i)      These  Options may not be exercised for a fraction of a Share.
                  These Options  shall be  exercisable  by written  notice which
                  shall state the election to exercise  the Options,  the number
                  of Shares in respect of which the Options are 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 any applicable  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.

         (ii)     No Shares will be issued pursuant to the exercise of an Option
                  unless such issuance and such  exercise  shall comply with all
                  applicable  laws,  rules and regulations  (including,  without
                  limitation,  securities  laws,  rules and regulations) and the
                  requirements  of any stock exchange or quotation  service upon
                  which the Shares may then be listed or quoted.  Assuming  such
                  compliance,   for  income  tax  purposes  the  Shares  may  be
                  considered  transferred  to the Optionee  upon exercise of the
                  Options in accordance with the terms of this Agreement on date
                  on  which  the  funds  representing  the  Exercise  Price  are
                  confirmed good to the account of the Company.

         (iii)    The Company  may  require  the  Optionee to make an extra cash
                  payment to cover any tax,  withholding  requirement or similar
                  obligation  or  liability  as a condition  to exercise of this
                  Option.  The Company reserves the right to seek from Optionee,
                  at any time (including,  without limitation, after exercise of
                  the Options), of any tax, withholding or other amount required
                  to be paid by the  Company  for the  benefit  of  Optionee  on
                  account of the exercise.

         (iv)     The  number of  Options  and the number or 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,  these  Options (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  these  Options  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 these Options 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 these Options 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.       METHOD OF PAYMENT.  Payment of the Exercise Price shall be made by cash
         or other cash equivilant in the form of good and immediately  available
         funds,  as may be approved by the Company in the sole discretion of the
         Board at the time of exercise.

                                       2

<PAGE>


5.       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  purchasable  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 OTC
         Bulletin  Board (the  "OTCBB")  (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
         OTCBB), 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.

6.       OPTIONEE'S  REPRESENTATIONS.  By  receipt  of  these  Options,  by  the
         execution of this Agreement, and by the exercise in whole or in part of
         these  Options,  Optionee  represents  to  the  Company  that  Optionee
         understands that:

         (i)      both these Options 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 5 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


                                       3

<PAGE>

                  Act of 1933,  as amended  (the "Act") in reliance  upon one or
                  more  specific  exemptions  contained in the Act, 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
                  Options  are 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 Options;

         (v)      Optionee understands that the Shares subject to these Options,
                  must, in addition to other  restrictions on transfer,  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.

7.       RESTRICTIONS  ON  EXERCISE.  These  Options 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  laws, rules or regulation,  or
         other laws,  rules or  regulations.  As a condition  to the exercise of
         these   Options,   the  Company  may  require   Optionee  to  make  any
         representation  and  warranty  to the Company as may be required by any
         applicable law or regulation.

8.       NON-TRANSFERABILITY  OF OPTION. These Options 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.

9.       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.

10.      TAX CONSEQUENCES.  The Optionee  understands that any references to tax
         or taxation herein 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

                                       4

<PAGE>

         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 and remain responsible for the Optionee's own tax
         liability that may arise as a result of the  transactions  contemplated
         by this Agreement.

10.      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.

11.      OPTION CERTIFICATES AND LEGENDS.  The Company,  may, in its discretion,
         issue  certificates  representing  the Options.  Certificates,  if any,
         representing the Options may 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 OPTIONS  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  OPTIONS  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 THE COMPNAY  CONSENTS,  SUCH
         STOCK  OPTION  AGREEMENT  PROHIBITS  ANY  PLEDGE,   MORTGAGE  OR  OTHER
         ENCUMBRANCE  OF SUCH  OPTIONS  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 OPTIONS 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  OPTIONS  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.

12.      STOCK CERTIFICATE LEGENDS.  Each stock certificate for Shares issued to
         the Optionee may 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:


                                       5

<PAGE>


         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.

         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.

13.      MARKET STANDOFF.  Unless the Board 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 any  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.

14.      PRIVILEGES OF STOCK  OWNERSHIP.  Participant  shall not have any of the
         rights of a  shareholder  with  respect to any Shares  unless and until
         Optionee  exercises these Options,  pays the Exercise  Price,  actually
         receives Shares and becomes a shareholder of the Company.

15.      RULE 144. Optionee  acknowledges and understands that the Shares may be
         subject to transfer and sale restrictions  imposed pursuant to SEC Rule
         144 of the Rules  promulgated  under the Securities Act of 1933 ("Act")
         and the regulations promulgated thereunder.  Optionee shall comply with
         Rule  144 and with  all  policies  and  procedures  established  by the
         Company with regard to Rule 144 matters. Optionee acknowledged that the
         Company or its  attorneys or transfer  agent may require a  restrictive
         legend on the  certificate  or  certificates  representing  the  Shares
         pursuant to the  restrictions on transfer of the Shares imposed by Rule
         144.

16.      NO  DISTRIBUTION.  Notwithstanding  anything in this  Agreement  to the
         contrary, Optionee acknowledges that: (i) these Options, and the Shares
         upon exercise, are being acquired in a private transaction which is not
         part of a  distribution  of the  Options or Shares;  (ii) the  Optionee
         intends to hold the Options and Shares for the account of the  Optionee
         and does  not  intend  to sell the  Options  or  Shares  as a part of a
         distribution  or  otherwise;  and (iii)  neither the  Optionee  nor the
         Company is an underwriter  with regard to the Options or the Shares for
         purposes of Rule 144.

17.      SECURITIES  COMPLIANCE.  Optionee  understands that the Options and the
         Shares are being offered and sold in reliance on an exemption  from the
         registration  requirements  of federal and state  securities laws under
         Regulation D (and, to the extent applicable,  Regulation S) promulgated
         under the Securities Act and that the Company is relying upon the truth


                                       6

<PAGE>

         and   accuracy   of  the   representations,   warranties,   agreements,
         acknowledgments  and  understandings  of Optionee  set forth  herein in
         order  to  determine  the  applicability  of  such  exemptions  and the
         suitability  of Optionee  to acquire  the  Options and the Shares.  The
         representations,  warranties and agreements  contained  herein are true
         and correct as of the date hereof and may be relied upon by the Company
         and Optionee will notify the Company  immediately of any adverse change
         in any such representations and warranties which may occur prior to the
         issuance of Shares. The  representations,  warranties and agreements of
         Optionee  contained  herein shall survive the execution and delivery of
         this  Agreement and the exercise of the Options and the issuance of the
         Shares.

18.      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.

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

20.      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.

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

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 herein
         or to such other  address as such party may  designate  in writing from
         time to time to the Company.  All notices  shall be deemed to have been
         given or delivered upon actual 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.

23.      COUNTERPARTS.  This Agreement may be executed  simultaneously in one or
         more counterparts,  each of which shall be deemed an original,  but all
         of which together shall  constitute  one and the same  instrument.  The
         exhibits  attached  hereto and initialed by the parties are made a part
         hereof and incorporated herein by this reference.

24.      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 their  respective  successors and assigns,  nor is anything 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 any right of  subrogation or action over against any party
         to this Agreement.

                                       7

<PAGE>


25.      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.

26.      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.

27.      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 exercise of the Options and the issuance
         of the Shares.

28.      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.

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

30.      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 made effective on the date first
set forth above at Orange County, California.

                                    COMPANY:


                                   Accesspoint Corporation, a Nevada Corporation


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





                                       8

<PAGE>



                                   OPTIONEE: Dennis L. Parker, as trustee
                                   of the Lucille A. Julian Family Living
                                   Trust U/D/T


                                   By: /s/ Dennis L. Parker
                                   ------------------------------------------
                                   Dennis L. Parker

                                   9722 Melinda, Huntington Beach, CA  92646
                                   -------------------------------------
                                   [Print Address]


                                   -------------------------------------
                                   [Print Tax Identification Number]










                                       9

<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:









                                       10