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 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:                           Rex Alan Sanders

Social Security Number:

Address:                            4805 Monte Vista, Los Angeles, CA 90042

Total Option Shares:                1,440

Exercise Price Per Share:           $1.15

Date of Grant:                      May 7, 2001

First Vesting Date:                 See Section 3

Expiration Date for Exercise of Options:    May 6, 2006

Type of Stock Option:

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


                                       1

<PAGE>

1.       GRANT OF OPTION.  The Company  hereby grants to Optionee an option (the
         "Option") to purchase the total number of shares of Common Stock of the
         Company set forth above (the  "Shares") at the Exercise Price Per Share
         set forth above (the "Exercise Price"), subject to all of the terms and
         conditions  of  this  Agreement  and  the  Plan.  If  designated  as an
         Incentive  Stock Option above,  the Option is intended to qualify as an
         "incentive  stock option"  ("ISO") within the meaning of Section 422 of
         the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  Only
         Employees of the Company shall receive ISOs.  This  Agreement  shall be
         deemed  a Grant  Agreement  as  defined  in the  Plan.  The  terms  and
         conditions of the Plan are incorporated herein by this reference.

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

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

         (i) Vesting:

                  (a)      This Option shall 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

                                       2

<PAGE>

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

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

         (ii)     Method  of  Exercise.  This  Option  shall be  exercisable  by
                  written  notice which shall state the election to exercise the
                  Option, the number of Shares in respect of which the Option is
                  being exercised, and such other representations and agreements
                  as to the  holder's  investment  intent  with  respect to such
                  shares  of  Common  Stock as may be  required  by the  Company
                  pursuant to the  provisions of the Plan.  Such written  notice
                  shall be signed by Optionee  and shall be  delivered in person
                  or by  certified  mail to the  President,  Secretary  or Chief
                  Financial Officer of the Company.  The written notice shall be
                  accompanied by payment of the exercise price.

                  No Shares will be issued pursuant to the exercise of an Option
                  unless such issuance and such  exercise  shall comply with all
                  relevant  provisions of law and the  requirements of any stock
                  exchange  upon which the  Shares may then be listed.  Assuming
                  such  compliance,  for income tax purposes the Shares shall be
                  considered  transferred  to the  Optionee on the date on which
                  the Option is exercised with respect to such Shares.

         (iii)    Adjustments,  Merger,  etc. The number and class of the Shares
                  and/or  the  exercise  price  specified  above are  subject to
                  appropriate  adjustment in the event of changes in the capital
                  stock of the Company by reason of stock  dividends,  split-ups
                  or   combinations  of  shares,   reclassifications,   mergers,
                  consolidations,  reorganizations  or liquidations.  Subject to
                  any required action of the stockholders of the Company, if the
                  Company  shall be the surviving  corporation  in any merger or
                  consolidation,  this  Option (to the  extent  that it is still
                  outstanding)  shall pertain to and apply to the  securities to
                  which a holder of the same  number  of shares of Common  Stock
                  that are then subject to this Option would have been entitled.
                  A dissolution or  liquidation  of the Company,  or a merger or
                  consolidation  in  which  the  Company  is not  the  surviving
                  corporation,  will cause this Option to terminate,  unless the
                  agreement or merger or consolidation  shall otherwise provide,
                  provided  that the  Optionee  shall,  if the  Board  expressly
                  authorizes,  in such event have the right immediately prior to
                  such dissolution or liquidation,  or merger or  consolidation,
                  to exercise  this Option in whole or part.  To the extent that
                  the foregoing adjustments relate to stock or securities of the
                  Company,  such adjustments  shall be made by the Board,  whose
                  determination  in that  respect  shall be final,  binding  and
                  conclusive.

4.       OPTIONEE'S   REPRESENTATIONS.   By  receipt  of  this  Option,  by  its
         execution, and by its exercise in whole or in part, Optionee represents
         to the Company that Optionee understands that:

         (i)      both this Option and any Shares  purchased  upon its  exercise
                  are securities,  the

                                       3

<PAGE>

                  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 any applicable law or regulation.


                                       4

<PAGE>


7.       TERMINATION  OF STATUS AS AN  EMPLOYEE OR  CONSULTANT.  In the event of
         termination  of  Optionee's   Continuous   Status  as  an  Employee  or
         Consultant for any reason other than death or disability, Optionee may,
         but only  within  thirty  (30) days after the date of such  termination
         (but in no event later than the date of  expiration of the term of this
         Option as set forth in Section 11 below),  exercise  this Option to the
         extent that  Optionee  was  entitled to exercise it at the date of such
         termination.  To the extent that  Optionee was not entitled to exercise
         this Option at the date of such  termination,  or if Optionee  does not
         exercise  this Option  within the time  specified  herein,  this Option
         shall terminate.

8.       DISABILITY  OF  OPTIONEE.  In the event of  termination  of  Optionee's
         Continuous  Status  as  an  Employee  or  Consultant  as  a  result  of
         Optionee's  disability,  Optionee  may,  but only within six (6) months
         from the date of termination  of employment or consulting  relationship
         (but in no event later than the date of  expiration of the term of this
         Option as set forth in Section 11 below),  exercise  this Option to the
         extent  Optionee  was  entitled  to  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

         (ii)     during the thirty  (30) day period  specified  in Section 7 or
                  the one (1) year  period


                                       5

<PAGE>

                  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
         described above; to the extent that Optionee's current  compensation is
         insufficient to

                                       6

<PAGE>

         satisfy  the  withholding  tax  liability,  the Company may require the
         Optionee to make a cash payment to cover such  liability as a condition
         to exercise of this Option.

13.      TAX  CONSEQUENCES.  The Optionee  understands that any of the foregoing
         references  to  taxation  are  based  on  federal  income  tax laws and
         regulations  now in effect,  and may not be  applicable to the Optionee
         under  certain  circumstances.  The  Optionee may also have adverse tax
         consequences  under state or local law. The Optionee has reviewed  with
         the Optionee's own tax advisors the federal,  state,  local and foreign
         tax  consequences of the  transactions  contemplated by this Agreement.
         The  Optionee  is  relying  solely  on  such  advisors  and  not on any
         statements or  representations of the Company or any of its agents. The
         Optionee  understands  that the Optionee (and not the Company) shall be
         responsible  for the  Optionee's  own tax liability that may arise as a
         result of the transactions contemplated by this Agreement.

14.      SEVERABILITY;  CONSTRUCTION.  In the event that any  provision  in this
         Option  shall be  invalid or  unenforceable,  such  provision  shall be
         severable  from, and such invalidity or  unenforceability  shall not be
         construed  to have any  effect  on, the  remaining  provisions  of this
         Option.  This Option  shall be construed as to its fair meaning and not
         for or against either party.

15.      DAMAGES.  The parties  agree that any  violation of this Option  (other
         than a default in the payment of money)  cannot be  compensated  for by
         damages,  and any aggrieved  party shall have the right,  and is hereby
         granted the privilege, of obtaining specific performance of this Option
         in any  court of  competent  jurisdiction  in the  event of any  breach
         hereunder.

16.      GOVERNING  LAW.  This  Option  shall be  deemed  to be made  under  and
         governed by and construed in  accordance  with the laws of the State of
         California  Jurisdiction for any disputes  hereunder shall be solely in
         Orange County, California.

17.      DELAY.  No delay or failure on the part of the Company or the  Optionee
         in the exercise of any right, power or remedy shall operate as a waiver
         thereof, nor shall any single or partial exercise by any of them of any
         right,  power or remedy preclude other or further exercise thereof,  or
         the exercise of any other right, power or remedy.

18.      RESTRICTIONS. Notwithstanding anything herein to the contrary, Optionee
         understands  and agrees that  Optionee  shall not dispose of any of the
         Shares, whether by sale, exchange, assignment,  transfer, gift, devise,
         bequest,  mortgage,   pledge,  encumbrance  or  otherwise,   except  in
         accordance  with the terms  and  conditions  of this  Section  18,  and
         Optionee  shall  not take or omit any  action  which  will  impair  the
         absolute  and  unrestricted  right,  power,  authority  and capacity of
         Optionee to sell  Shares in  accordance  with the terms and  conditions
         hereof.

         Any  purported  transfer  of  Shares  by  Optionee  that  violates  any
         provision of this Section 18 shall be wholly void and  ineffectual  and
         shall give to the Company or its  designee  the right to purchase  from
         Optionee all but not less than all of the Shares then owned by

                                       7

<PAGE>

         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  REGISTRATION  THEREUNDER  OR  AN
         APPLICABLE  EXEMPTION FROM THE


                                       8

<PAGE>

         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
                           of the  Offered  Shares at the price  offered  by the
                           prospective  purchaser  and specified in such notice.
                           Such  purchase  shall be on the Agreement  Terms,  as
                           defined in subsection (vi).


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<PAGE>


                  (b)      Failure  of  Company  or  its  Designee  to  Purchase
                           Offered Shares.  If all of the Offered Shares are not
                           purchased by the Company  and/or its designee  within
                           the 30-day period  granted for such  purchases,  then
                           any remaining Offered Shares may be sold, assigned or
                           transferred pursuant to the Offer; provided, that the
                           Offered Shares are so  transferred  within 30 days of
                           the  expiration of the 30-day period to the person or
                           persons named in, and under the terms and  conditions
                           of,  the bona fide Offer  described  in the notice to
                           the Company; and provided further,  that such persons
                           agree to execute and deliver to the Company a written
                           agreement,  in form and content  satisfactory  to the
                           Company,  agreeing  to be  bound  by  the  terms  and
                           conditions of this Option.

         (v)      Manner of Exercise.  Any right to purchase  hereunder shall be
                  exercised  by  giving   written  notice  of  election  to  the
                  Optionee, the Optionee's personal  representative or any other
                  selling person, as the case may be, prior to the expiration of
                  such right to purchase.

         (vi)     Agreement Price. The "Agreement  Price" shall be the higher of
                  (a) the  fair  market  value  of the  Shares  to be  purchased
                  determined  in good  faith by the  Board of  Directors  of the
                  Company and (b) the original  exercise  price of the Shares to
                  be purchased.

         (vii)    Agreement Terms. "Agreement Terms" shall mean and include the
                  following:

                  (a)      Delivery of Shares and Closing  Date. At the closing,
                           the Optionee, the Optionee's personal  representative
                           or such  other  selling  person,  as the case may be,
                           shall deliver  certificates  representing the Shares,
                           properly   endorsed  for   transfer,   and  with  the
                           necessary  documentary  and transfer  tax stamps,  if
                           any,  affixed,  to  the  purchaser  of  such  Shares.
                           Payment  of  the  purchase   price   therefor   shall
                           concurrently be made to the Optionee,  the Optionee's
                           personal representative or such other selling person,
                           as  provided  in  subsection  (b) of this  subsection
                           (vii). Such delivery and payment shall be made at the
                           principal  office  of the  Company  or at such  other
                           place as the parties mutually agree.

                  (b)      Payment of Purchase Price.  The Company shall pay the
                           purchase price to the Optionee at the closing.

         (viii)   Right to Purchase Upon Certain  Other  Events.  The Company or
                  its  designee  shall have the right to purchase  all,  but not
                  less than  all,  of the  Shares  held by the  Optionee  at the
                  Agreement  Price and on the Agreement Terms for a period of 90
                  days after any of the following events:

                  (a)      an attempt by a creditor  to levy upon or sell any of
                           the Optionee's Shares;

                  (b)      the filing of a petition  by the  Optionee  under the
                           U.S. Bankruptcy Code or any insolvency laws;

                                       10

<PAGE>


                  (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 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

                                       11

<PAGE>

         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 7, 2001               Accesspoint Corporation, a Nevada
                                         Corporation




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




                                       12


<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 7, 2001                      By: /s/ Rex Alan Sanders
                                         ------------------------
                                         Rex Alan Sanders




                                       13

<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 7, 2001                     By: /s/
                                         -------------------------
                                         Name:







                                       14