MEDIA RELATIONS SERVICE AGREEMENT

         THIS AGREEMENT (the Agreement) is made effective as of January 1, 2001,
by and between  Alliance  Consulting  Group,  Inc.,  a Costa Rican  corporation,
(hereinafter  referred to as "Alliance" or the  "Consultant")  with an office at
1680 N, Vine Street, Suite 907, Hollywood, CA 90028 and Accesspoint Corporation,
Inc. 38 Executive Park, Suite 350, Irvine, CA 92614,  hereinafter referred to as
("Company") (together the "Parties").

                                 R E C I T A L S

         A.  WHEREAS,  the  Company  is  engaged in the  business  of  providing
subscriber based Internet Services,  electronic  commerce  software,  electronic
commerce  services,  transaction  technologies  and  service,  merchant  banking
services,  turnkey  electronic  commerce and  Internet  based sales and business
solutions, and technology-related consulting and development services; and

         B.  WHEREAS, Alliance is engaged in the business of providing corporate
consulting services, public relation, marketing media relations, financial media
relations and investor relation services, management and consultation; and

         C.  WHEREAS, The Company desires to retain the services of Alliance and
Alliance desires to provide the Company with media relation's  services,  public
and investor relations' management and consultation services.

         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:

1.       NATURE OF SERVICES TO BE PROVIDED.

         1.1.  MEDIA  RELATIONS  EFFORTS.  Subject  to the terms and  conditions
contained herein,  Alliance shall use its best reasonable  commercial efforts to
promote and to increase  the  visibility,  awareness  and media  coverage of the
Company, its technology,  products and services,  by obtaining publicity for the
Company,  and to provide  both  public and  investor  relations  management  and
consultation   services   (hereinafter   collectively   referred  to  as  "Media
Relations") to the Company. The Company may, from time to time, provide Alliance
with  promotional  materials,  ideas or concepts for potential use in connection
with Alliance's publicity and promotional activities for the Company.

         1.2. ACCURATE PROMOTION. All Media Relations materials used by Alliance
with respect to the Company  shall not be false or  misleading  and shall not be
inconsistent  with or  otherwise  harm the  overall  publicity  and  promotional
campaigns,  if any,  which may be conducted  from time to time by the Company or
its agents or representatives.

         1.3. PRIOR APPROVAL OF MEDIA RELATIONS MATERIALS. Alliance shall submit
all  proposed  written  Media  Relations  material to the Company and obtain the
written  approval of the Company  prior to any use  thereof.  The Company  shall
promptly  review  all such  proposed  Media  Relations  materials  and shall not
unreasonably  withhold  or  delay  its  approval  of any  such  Media  Relations
material.  Publication or promotion of Media  Relations  material  without prior
approval by the Company shall be grounds, without limitation, for default and/or
termination of this  Agreement by the Company  without prior notice to Alliance.
As used herein,  publication and/or promotion may mean electronic publication on
the Internet or otherwise.


2.   RELATIONSHIP OF THE PARTIES.

         2.1. LEGAL STATUS.  Alliance shall be an independent  contractor of the
Company in accordance  with the  provisions  of Sections  2750.5 and 3353 of the
California  Labor Code ("Code") and not an employee,  agent,  joint  venturer or


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partner.  It is expressly  declared that such independent  contractor  status is
bona fide and not a subterfuge to avoid employee  status.  This Agreement  shall
not create an  employer-employee  relationship and shall not constitute a hiring
of such nature by either party.

         2.2. ITEMS FURNISHED TO ALLIANCE.  Unless  expressly  agreed in writing
otherwise,  the Company shall not provide any  telephone  equipment or services,
office  equipment,  stationery,  secretarial or office support services or other
items or services for the benefit of Alliance.  Except as otherwise specifically
set  forth  herein,  Alliance  shall,  at its  own  expense,  provide  and  make
arrangement  for all  travel,  equipment,  stationery,  secretarial  and  office
support services. Alliance shall be responsible for payment of its own expenses,
including, but not limited to those items specifically set forth above.

         2.3. CONSENT OF COMPANY.   Alliance shall have no right or authority at
any time to make any contract or binding  promise of any nature on behalf of the
Company,  whether oral or written,  without the express prior written consent of
the Company.

         2.4. PAYMENT OF EXPENSES. Alliance shall be responsible for and pay any
expenses it may incur in the performance of its services  hereunder,  except the
Company may otherwise agree in writing prior to incurring any such expense.

         2.5.  PAYMENT  OF  TAXES.  Alliance  shall be  responsible  for and pay
Alliance's  own  self-employment  taxes,  estimated  tax  liabilities,  business
equipment or personal  property  taxes and other  similar  obligations,  whether
federal,  state or local.  Company  shall  not pay or  withhold  any FICA,  SDI,
federal  or state  income  tax or  unemployment  insurance  or tax or any  other
amounts  because  the  relationship  of  the  parties  hereto  is  not  that  of
employer-employee,  but that of independent contractor. Alliance shall be solely
responsible for the payment of all taxes,  withholdings and other amounts due in
regard to Alliance's own employees.

         2.6. WORKERS COMPENSATION INSURANCE. Alliance shall obtain and maintain
at all times hereunder its own workers  compensation  insurance  coverage at its
own expense and, upon reasonable request, provide the Company with a certificate
evidencing  such coverage  containing the policy number and the name and address
of the carrier.  Notwithstanding  any other  indemnification  contained  herein,
Alliance shall indemnify,  defend and hold the Company harmless from any and all
claims  arising  out of any  injury,  disability,  or death of  Alliance  or any
parties  working under the direction of Alliance,  as its employee or otherwise,
during the performance of any services hereunder or otherwise.

         2.7.   LIABILITY  AND  OTHER  INSURANCE.   Notwithstanding   any  other
indemnification contained herein, Alliance shall indemnify,  defend and hold the
Company harmless from any and all claims arising out of any such error, omission
or negligent act during the performance of any services hereunder or otherwise.

         2.8. EMPLOYEES OF ALLIANCE. Alliance may subcontract with and/or employ
such parties upon such terms and conditions, as it may deem proper or necessary.
Notwithstanding  any other  indemnification  contained  herein,  Alliance  shall
indemnify  defend and hold the Company  harmless from all claims  arising out of
Alliance' retention or employment of any of its subcontractors or employees,  or
otherwise.  Each and every subcontract or contract of employment entered into by
and between Alliance and Alliance's  subcontractors  or employees with regard to
any services to be performed hereunder shall state substantially as follows:

                  2.8.1.   Alliance's   subcontractors   and/or   employees  are
subcontractors and/or employees of Alliance alone (and not of the Company);

                  2.8.2.  Alliance's  subcontractors  and/or employees are to be
paid by Alliance alone (and not by the Company);

                  2.8.3. Alliance is contracting for the retention or employment
of such  subcontractors  and/or employees on Alliance's own behalf and not as an
agent of the Company; and

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<PAGE>

                  2.8.4.  No  subcontract  or  contract of  employment,  oral or
written,  implied or in fact, exists between  Alliance's  subcontractors  and/or
employees and the Company.

         2.9.  ANTI-RECRUITING.  Neither the Company nor Alliance  shall recruit
any of the other party's  employees or other affiliated  personnel during or for
six (6) months after the termination of this Agreement.

         2.10.  LIABILITY.  Alliance's  activities  are  intended to be strictly
corporate  consultation  and  Media  /  Public  Relations-related.  So  long  as
Alliance's  activities are directed by and pre-approved by the Company,  and are
based on the  information  it receives  from the  Company,  Alliance  assumes no
liability or  responsibility  related to said  activities,  or any  consequences
related to said activities.


3.       CONFIDENTIALITY.

         3. 1.  CONFIDENTIALITY.  Unless  specified in writing  otherwise by the
party  providing  the same,  all  information  pertaining  to the  Company,  its
business,  and/or any service or software of the  Company,  is and shall  remain
confidential.  The above information  shall include,  but not be limited to, all
computer programs, software, source codes, computations, data files, algorithms,
techniques,   processes,  designs,  specifications,   drawings,  charts,  plans,
schematics,  computer disks,  magnetic tapes,  books, files,  records,  reports,
documents,   Instruments,   agreements,  contracts,   correspondence,   letters,
memoranda,  financial,  accounting, sales, purchase and employment data, capital
structure information,  corporate organizational information,  identities, names
and  address  of  shareholders,  directors,  officers,  employees,  contractors,
vendors,  suppliers,  customers,  clients  and all persons  associated  with the
Company,  information  pertaining  to  projects,  projections,  assumptions  and
analysis,  and all other data and  information and similar items relating to any
party or the business of any party,  whether or not furnished or prepared by any
party  hereto  or  its  agents  or  employees.  Notwithstanding  the  foregoing,
confidential  information  shall  not  include:  (a) any  information  which  is
recorded  in any county or filed with any public body and  available  for public
inspection or which may be otherwise generally available to the public,  through
no unauthorized act of any party or its agents or employees; and (b) information
that is required to be disclosed pursuant to applicable law, including any court
order or  subpoena.  Any party may from  time to time,  in its sole  discretion,
designate  processes and techniques it deems proprietary or confidential and the
same shall be considered  confidential hereunder  notwithstanding  anything else
herein to the contrary. Alliance and its agents and employees shall:

                  3.1.1.   Not  directly  or   indirectly   divulge,   disclose,
disseminate,  distribute, license, sell or otherwise make known any confidential
information  to any third party or person or entity not expressly  authorized or
permitted by the Company to receive such confidential information.

                  3.1.2.   Use  best  efforts  to  prevent   disclosure  of  any
confidential  information  to any third party and exercise the highest degree of
care and discretion in accordance  with all express duties  hereunder to prevent
the same.

                  3.1.3.  Except  as  otherwise  set  forth  herein  above,  not
directly or indirectly make any use whatsoever of the  confidential  information
or of any feature, specification, detail or other characteristic contained in or
derived from, the  confidential  information,  except for purposes of performing
services hereunder.

         3.2.  RETURN.  Alliance  shall  return to the Company all  confidential
information  or other items then in its  possession  or control,  or that of its
agents  or  employees,  including  originals,  reproductions,  replications  and
photocopies  thereof,  at any  time  upon  request  by the  Company  or upon the
termination  of  this  Agreement  for  any  reason.  Upon  termination  of  this
Agreement,  for any reason,  all such  confidential  information or other items,
shall be immediately delivered over to the Company.

         3.3. OWNERSHIP.  All confidential  information and other items, whether
or not directly furnished or prepared by the Company or its agents or employees,
and all other work  product,  whether  or not  located  on the  premises  of the
Company or in the  possession  of the Company or its agents or  employees or any
other person or entity, is and shall remain the property of the Company.

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<PAGE>

         3.4  ANNOUNCEMENTS.   Notwithstanding  the  foregoing   confidentiality
provisions,  or any other  provision in this  Agreement,  the parties  shall use
their  best  reasonable  efforts  to  mutually  agree  upon any Media  Relations
materials,  written press releases or announcements,  which describe the matters
contemplated in this Agreement. No party shall, directly or indirectly, make any
other press release or public  announcement,  written or oral, without the prior
written consent of the Company.

         3.5 THIRD PARTY APPROVALS.  Alliance and the Company shall work jointly
in obtaining third party approvals so as to expedite the release of all press or
articles.  The  Company  shall  assume the final  responsibility  for  obtaining
appropriate  approvals  from other  companies  mentioned in the Company's  press
release and article ideas.


4.       TERM AND TERMINATION.

         4.1. TERM.  Subject to any provisions set forth herein  regarding early
termination of this Agreement, this Agreement shall continue for an initial term
of three (3) months, and, may be renewed upon the mutual consent of the Parties.

         4.2.  TERMINATION  BY THE  COMPANY.  The  Company  may  terminate  this
Agreement without prior advance notice if the Company  reasonably  believes that
Alliance has breached this Agreement or any other agreement  between the Company
or any agents or  representatives  of the Company and Alliance,  or, for lack of
participation  or  substantial  efforts by Alliance in the  performance  of it's
duties as  outlined in this  Agreement.  The  Company  may also  terminate  this
Agreement without prior advance notice if the Company  reasonably  believes that
Alliance or any of its  employees or  representatives  has  committed any act of
dishonesty,  fraud,  or  committed  any crime or illegal  act.  Alliance  shall,
however,  be given sufficient time (not to exceed 5 days) to correct  violations
for which the  principal(s)  are not aware of due to the  actions of  employees,
agents or other representatives of Alliance, exclusive of the principal(s); that
have acted without the knowledge of said principal(s).  Should this Agreement be
terminated  for reasons stated above,  and/or default by Alliance,  all payments
hereunder shall cease, and the Company shall have no further  obligation to make
any such  payments.  Any  unearned  balance  for cash  compensation  prepaid  to
Alliance  by the  Company as out lined in Section 6 herein  shall be returned to
the  Company  within  ten (10)  business  days of receipt  by  Alliance  of such
cancellation  notice by the  Company.  To the extent that  Alliance has received
stock of the Company hereunder as compensation for services not performed and/or
stock which has not otherwise been earned Alliance shall immediately return said
stock  upon  the  termination  of this  agreement  and  hereby  consents  to the
placement  of a stop  transfer  instruction  pertaining  to such  stock with the
Company's  stock  transfer  agent and  further  waives the  requirement  for the
posting by the Company of any bond or other security therefore.

         4.3. GENERAL TERMINATION.  This Agreement may be terminated at any time
upon an  occurrence  of an  event  of  default,  or  upon  prior  notice  at the
expiration of any Term period. Any party may, upon the occurrence of an event of
default,  provide  the  defaulting  party  with  written  notice of the  default
(provided, however, that failure to provide notice shall not constitute a waiver
of default), and allow the defaulting party 5 days to cure.

         4.4. DEFAULT.  Any of the following events shall constitute an event of
default hereunder ("Event of Default"):

                  4.4.1.  The  failure  by any  party to make  full  and  timely
payment  when due of any sum as  required  to be paid  under this  Agreement  or
otherwise.

                  4.4.2.  The  failure by any party  fully and timely to perform
any  covenant,  agreement,  obligation  or duty  imposed  on such  party by this
Agreement or any other  agreement by and between the parties  hereto whether now
existing or herein after made.

                  4.4.3.   The  filing  by  any  party  of  any   petition,   or
commencement  by such party of any  proceeding,  under the Bankruptcy Act or any
state insolvency law.

                  4.4.4.  The making by any party of any general  assignment for
the benefit of creditors.

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<PAGE>


                  4.4.5.  The filing of a voluntary or  involuntary  application
for or appointment of a receiver with regard to any party.

                  4.04.6.  The filing of any petition,  or  commencement  of any
proceeding,  under the Bankruptcy Act or any state  insolvency law,  against any
party, or the appointment of any receiver or trustee, which petition, proceeding
or  appointment  is not fully and  completely  discharged,  dismissed or vacated
within sixty (60) days.

                  4.4.7.  The occurrence of any such petition and or application
naming any party which then  results in entry of an order for relief in any such
adjudication or appointment or remains undismissed, undischarged or unbonded for
a period of sixty (60) days.

                  4.4.8.  The  issuance  of any cease or  desist  order or other
similar order against any party or any of such party's shareholders, principals,
partners, directors,  officers, employees, agents,  representatives,  attorneys,
heirs, successors and assigns by any state or other jurisdiction.

                  4.4.9.  The liquidation of any party.

                  4.4.10. The substantial cessation of business by any party for
a material amount of time.


5.       TERMS FOR COMPENSATION.

         5.1 Subject to the terms and conditions set forth herein, Alliance will
be compensated by the Company, for the above Media Relations services, according
to the compensation  schedule set forth below. The Company,  on a monthly basis,
shall deliver the share  portions of Alliance's  compensation  to Alliance.  The
stock portion of Alliance's  compensation  shall be in the form of  unregistered
shares of the  Company's  common stock  (traded  under the ticker symbol OTC BB:
ASAP).  Delivery of issued  certificates to Alliance shall be on a monthly basis
subject to the terms and  conditions  set forth herein.  The Company will retain
possession of any issued  certificates  until delivery to Alliance in accordance
with and subject to the terms and conditions set forth herein.

         5.2 For the purpose of  pre-determining  compensation  formulas  within
this Agreement the cash value of the Company's shares shall be calculated as set
forth below.

                              COMPENSATION SCHEDULE

SHARE COMPENSATION SCHEDULE

January 1, 2001                                      20,000 shares

February 1, 2001                                     20,000 shares

March 1, 2001                                        20,000 shares

         5.3 STOCK  COMPENSATION  MATTERS.  Alliance hereby agrees that it shall
not transfer,  sell,  assign,  pledge, or make any other disposition of stock or
options  which  has been  paid by the  Company  hereunder  as  compensation  for
services not performed and/or stock and /or options which has not otherwise been
earned and/or  purport to make any  transfer,  sale,  assignment,  pledge or any
other disposition with regard to said stock or option. Alliance shall indemnify,
defend,  and hold  harmless  the  Company  and it's  share  holders,  directors,
officers,   employee's,   representatives  and  assigns,   and  it's  and  their
properties,  from and against any and all  claims,  actions,  causes of actions,
disputes,  contracts,  damages,  liabilities and penalties  (including,  without
limitation,  attorneys fees and costs with council to be chosen by the Company),
whether  asserted  by third  parties  or  otherwise,  arising  or related to any
impermissible transfer, sale, assignment, pledge, or other disposition of shares
and options  unearned as set forth  above.

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<PAGE>

         5.4 FIRST  PAYMENT.  Payment for the first  month's  invoice of $20,000
with 20,000 unregistered shares of the Company's common stock is due to Alliance
upon the  signing  of this  Agreement.  The  Company  shall  pay all  subsequent
invoices to Alliance within ten (10) days of their receipt.

         5.5  EXPENSES.  All out of pocket  expenses  over five hundred  dollars
($500.00)  shall be  pre-approved  by the Company  prior to being  undertaken by
Alliance.

         5.6 ADDITIONAL COMPENSATION.  The Company hereby grants to Alliance the
Option to Purchase  30,000  shares of the Company's  common stock (otcbb:  ASAP)
from the Company for the sum of $1 per share (one dollar) for a period of 1 year
from the date of execution of the Agreement. Such options shall vest, subject to
the  terms  and  conditions  of  this  Agreement,  on a  prorata  basis  over  a
three-month period from the date of execution of the Agreement.


6.       SECURITIES MATTERS.

         6.1.  Alliance  acknowledges  that The  Company has made  available  to
Alliance or Alliance's  personal  advisors the opportunity to obtain any and all
information required to evaluate the merits and risks of purchase of the shares,
The  Company  has,  prior  to the  sale of the  Shares,  accorded  Alliance  and
Alliance's representative,  if any, the opportunity to ask questions and receive
answers  concerning  the terms and  conditions  of the proposed  purchase and to
obtain any additional  information necessary to evaluate the merits and risks of
the purchase.

         6.2. Alliance and (if applicable)  Alliance's Purchaser  Representative
have had an  opportunity  to ask questions of and receive  satisfactory  answers
from The  Company,  or any person or  persons  acting on The  Company's  behalf,
concerning  the terms and  conditions of Alliance's  proposed  investment in The
Company, and all such questions have been answered to the complete  satisfaction
of Alliance.

         6.3.  Alliance  represents  that  all of the  information  provided  by
Alliance or Alliance's representatives to The Company is true, correct, accurate
and current and that Alliance is not subject to backup withholding.

         6.4. The  personal,  business and  financial  information  of Alliance,
which  may have been  provided  to The  Company,  if any,  and in any  form,  is
complete and accurate,  and presents a true  statement of  Alliance's  financial
condition.

         6.5.  Alliance  is  able to  bear  the  economic  risks  of  Alliance's
investment in the Shares and,  consequently,  without limiting the generality of
the  foregoing,  Alliance is able to hold  Alliance's  Shares for an  indefinite
period of time,  and Alliance  has a  sufficient  net worth to sustain a loss of
Alliance's entire investment in The Company in the event such loss should occur.

         6.6.  Alliance  understands  that the Shares  will not be  transferable
except under limited circumstances and in accordance with Rule 144.


         6.7.  Alliance has such  knowledge  and  experience  in  financial  and
business  matters that Alliance is capable of evaluating the merits and risks of
an  investment  in  The  Company  or (if  applicable)  Alliance  and  Alliance's
Representative,  together,  have such  knowledge and experience in financial and
business  matters  that  Alliance and  Alliance's  Alliance  Representative  are
capable of evaluating the merits and risks of the Prospective  investment in The
Company.

         6.8.  The Shares  will be  acquired  for  Alliance's  own  account  for
investment  in a manner  which  would not require  registration  pursuant to the
provisions of the Act, as amended,  and Alliance does not now have any reason to
anticipate any change in Alliance's  circumstances or other particular  occasion
or event which would cause Alliance to sell or otherwise dispose of the Shares.

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<PAGE>

         6.9. Alliance understands that the Commissioner of Corporations for the
State of  California  or any other  state  ("Commissioner")  has not or will not
recommend or endorse a purchase of the Shares.

         6.10.  Alliance hereby  represents and warrants that  Alliance's  total
acquisition  of Shares  hereunder  shall not exceed 10% of Alliance's  net worth
(exclusive of certain statutory items).

         6.11.   Alliance:   (i)  has  a   pre-existing   personal  or  business
relationship  with The Company,  its  officers,  directors or its  Affiliates or
representatives,  AND (ii) meets those certain  standards  involving  Alliance's
minimum  net  worth  and  annual  income  as   established   by  the  California
Commissioner of Corporations  relating to Alliance's income and net worth, or is
an Accredited Investor as defined in rule 501 (a) of Regulation D as promulgated
by the Securities and Exchange Commission. The foregoing income and net worth is
considered to be indicative of Alliance's ability to be sophisticated  regarding
the proposed purchase of shares.

         6.12.  Alliance  is not a member  of the NASD or other  self-regulatory
agency, which would require prior approval of a purchase of the shares.

         6.13. Alliance  acknowledges that Alliance  understands the meaning and
legal consequences of the representations,  warranties,  and covenants set forth
herein, and that the Company has relied on such representations,  warranties and
covenants.

         6.14.  Alliance  acknowledges  and understands  that the Shares will 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  there under.  Alliance  shall comply with Rule 144 and
with all policies and procedures  established by The Company with regard to Rule
144 matters. Alliance 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.

         6.15.  Alliance  acknowledges  that  Alliance  is aware  that there are
substantial  restrictions  on the  transferability  of the  Shares.  Because the
Shares  will not,  and  Alliance  has no right to require  that the  Shares,  be
registered  pursuant to the provisions of the Act or otherwise,  Alliance agrees
not to sell, transfer,  assign, pledge,  hypothecate or otherwise dispose of any
Shares  unless  such  sale is  exempt  from such  registration  pursuant  to the
provisions  of the  Act.  Alliance  also  acknowledges  that  Alliance  shall be
responsible  for  compliance  with all  conditions  on  transfer  imposed by the
Commission  for any  expenses  incurred by The Company for legal and  accounting
services in  connection  with  reviewing  such a proposed  transfer  and issuing
opinions in connection  therewith.  Subject to the terms and  conditions of this
Agreement and the Act, the Company  acknowledges  that it will promptly agree to
and  facilitate  the  removal of the  restrictive  legend on the shares of stock
issued to  Alliance  under  this  Agreement,  upon  request of  Alliance  and in
accordance and compliance with Rule 144 of the Act.

         6.16. Alliance  understands and agrees that the following  restrictions
and  limitations are applicable to Alliance's  purchase and any sale,  transfer,
assignment,  pledge,  hypothecation  or other  disposition of Shares pursuant to
Section 4(2) of the Act and Regulation D promulgated pursuant thereto:

                  6.16.1.  Alliance  agrees  that the Shares  shall not be sold,
pledged,  hypothecated or otherwise disposed of unless the Shares are registered
pursuant to the Act and  applicable  state  securities  laws or are exempt there
from; and

                  6.16.2.  A legend or legends in  substantially  the  following
form or forms may be placed on any certificate(s) or other documents  evidencing
the Shares:

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<PAGE>


         THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT OR DOCUMENT HAVE BEEN
         ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN  REGISTERED  PURSUANT TO
         THE PROVISIONS OF THE SECURITIES  ACT OF 1933 AS AMENDED  ("ACT"),  AND
         HAVE BEEN  OFFEREDAND  SOLD IN RELIANCE UPON THE EXEMPTION SET FORTH IN
         SECTION 4(2) OF THE ACT AND UPON RULE 504 OF  REGULATION D  PROMULGATED
         PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE
         SOLD,  TRANSFERRED,   ASSIGNED,  PLEDGED,   HYPOTHECATED  OR  OTHERWISE
         DISPOSED  OF,  EXCEPT  UPON  DELIVERY TO  ACCESSPOINT  OF AN OPINION OF
         COUNSEL  SATISFACTORY TO ACCESSPOINT THAT  REGISTRATION IS NOT REQUIRED
         FOR SUCH  TRANSFER  OR THE  SUBMISSION  TO  ACCESSPOINT  OF SUCH  OTHER
         EVIDENCE AS MAY BE  SATISFACTORY  TO ACCESSPOINT TO THE EFFECT THAT ANY
         SUCH TRANSFER  SHALL NOT BE IN VIOLATION OF THE ACT,  APPLICABLE  STATE
         SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


         THE SHARES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES,
         AND ARE BEING  OFFERED AND SOLD IN RELIANCE  ON AN  EXEMPTION  FROM THE
         REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE SHARES HAVE NOT
         BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
         ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY.


         PERSONS   ACQUIRING   SHARES  MAY  BE   REQUIRED  TO  HOLD  THE  SHARES
         INDEFINITELY  UNLESS SUCH SHARES ARE SUBSEQUENTLY  REGISTERED UNDER THE
         SECURITIES ACTOF 1933 ("ACT") OR AN EXEMPTION FROM SUCH REGISTRATION IS
         AVAILABLE.  NO SHARES MAY BE SOLD,  ASSIGNED OR  OTHERWISE  TRANSFERRED
         UNLESS  ACCESSPOINT  AND  ITS  LEGAL  COUNSEL  HAVE  RECEIVED  EVIDENCE
         SATISFACTORY  TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE A TRANSACTION
         REQUIRING   QUALIFICATION  OR  REGISTRATION   UNDER  STATE  OR  FEDERAL
         SECURITIES LAWS AND IS IN COMPLIANCE WITH SUCH LAWS.


7.       WARRANTIES AND INDEMNIFICATION

         7.1.     WARRANTIES.  Alliance warrants and represents the following:

                  7.1.1.  Alliance possesses all licenses and bonds necessary or
required to perform services hereunder;

                  7.1.2. All of Alliance's  subcontractors and employees possess
all licenses and bonds necessary or required to perform services hereunder;

                  7.1.3. The services of Alliance's  subcontractors or employees
shall be  performed in full  compliance  with the terms and  conditions  of this
Agreement;

                  7.1.4. All services performed  hereunder shall be performed in
accordance with all federal, state and local laws, rules or regulations.

         7.2  INDEMNIFICATION  BY ALLIANCE.  Alliance,  and  Alliance's  agents,
representatives, heirs, successors and assigns, shall indemnify, defend and hold
the  Company,  the  shareholders,  principals,  partners,  directors,  officers,
employees, agents, representatives,  attorneys, heirs, successors and assigns of
the Company and the property of the Company,  free and harmless from any and all
claims,  losses,  damages,  injuries,  and liabilities,  including the Company's
attorney  fees  and  costs,  arising  from  or in any  way  connected  with  the
performance  of  services   under  this  Agreement  by  Alliance,   its  agents,
subcontractors,  or  employees.  The  Company  may choose its own  counsel  when
defended hereunder.

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<PAGE>


7.3. INDEMNIFICATION BY ACCESSPOINT. Subject to the terms and conditions of this
Agreement,  Accesspoint,  and  Accesspoint's  agents,  representatives,   heirs,
successors and assigns,  shall  indemnify,  defend and hold  Alliance,  free and
harmless from any and all claims,  losses,  damages,  injuries, and liabilities,
including  Alliance's  attorney  fees  and  costs,  arising  from  or in any way
connected to the  approved  use of  information  about  Accesspoint  provided to
Alliance  by or  on  behalf  of  Accesspoint.  Accesspoint  warrants  that  such
information shall not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances in which they were made, not misleading,


8.        NOTICES.

         8.1 All reports, communications,  requests, demands or notices required
by or permitted  under this Agreement shall be in writing and shall be deemed to
be duly  given on the  date  same is sent and  acknowledged  via hand  delivery,
facsimile or reputable  overnight  delivery service (with a copy  simultaneously
sent by  registered  mail),  or,  if  mailed,  five (5) days  after  mailing  by
certified or registered mail, return receipt  requested,  to the party concerned
at the following address:

If to Alliance:                                  If to the Company:

Alliance Consulting Group Inc.                   Accesspoint Corporation
1680 N. Vine Street, Suite 907                   38 Executive Park, Suite 350
Hollywood, CA 90028                              Irvine, CA 92614
Tel:                                             Tel: (949) 852-8526
Fax: 888-529-9982                                Fax: (949) 852-8527
Attn: Larry Hartman                              Attn: Tom Djokovich

Any party may change the address to which such notices and communications  shall
be sent by  written  notice to the other  parties,  provided  that any notice of
change of address shall be effective only upon receipt.


9.       MISCELLANEOUS.

         9.1.  INTEGRATION.  This Agreement sets forth the entire  Agreement and
understanding  between  the  parties,  or  to  the  subject  matter  hereof  and
supersedes and merges all prior discussion,  arrangements and agreements between
them.

         9.2.  AMENDMENTS.  This Agreement may not be amended or modified except
by written instrument signed by each of the parties hereto.

         9.3.  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.

         9.4.  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.

         9.5. 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.  Any  exhibits
attached  hereto  and  initialed  by the  parties  are  made a part  hereof  and
incorporated herein by this reference.

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<PAGE>

         9.6. 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.


         9.7.  ASSIGNMENT.  Except as specifically set forth herein no party may
transfer, assign, sell, pledge, or hypothecate,  or purport to transfer, assign,
sell,  pledge, or hypothecate,  this Agreement without the prior written consent
of the other  parties.  To the  extent  this  Agreement  may be  transferred  or
assigned, this Agreement shall be binding on, and shall inure to the benefit of,
the parties to it and their respective heirs, legal representatives,  successors
and assigns.  Notwithstanding  the foregoing,  the Company may assign its rights
hereunder  without  written  consent  from  Alliance  if the  party to whom this
Agreement is to be assigned will be of an equal or superior  credit quality than
the Company at the time of  execution  of the  Agreement  and will be capable of
performing all of the Company's requirements under this Agreement, including the
issuance of stock to Alliance.


         9.8.  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.


         9.9. 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 termination of this Agreement.


         9.10. 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.


         9.11.  GOVERNING LAW . This Agreement  shall be construed in accordance
with,  and governed by, the laws of the State of  California,  without regard to
choice of law rules or the principals of conflict of laws.


         9.12. FORUM SELECTION. Any litigation shall be brought and litigated in
the state  courts of  California  or in the  United  States  district  court (s)
servicing California. All parties hereto consent to the personal jurisdiction of
such courts and waive any defense of forum non-conveniens.


         9.13 SEVERABILITY. In the event that any one or more provisions of this
Agreement shall be held invalid,  illegal or unenforceable  in any respect,  the
validity,  legality or  enforceability  of the  remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.


         9.14.  WAIVER.  No  failure  or delay on the  part of  either  party in
exercising  any power or right under this  Agreement  shall  operate as a waiver
thereof,  nor shall any  single or partial  exercise  of any such power or right
preclude  any other or further  exercise  thereof or the  exercise  of any other
power or right. No waiver by either party of any provision of this Agreement, or
of any breach of default, shall be effective unless in writing and signed by the
party  against  whom such  waiver is to be  enforced.  All rights  and  remedies
provided for herein shall be  cumulative  and in addition to any other rights or
remedies  such parties may have at law or in equity.


                                       10
<PAGE>


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


Alliance Consulting Group, Inc.                 Accesspoint Corporation



By: /s/ Lawrence Hartman                        By: /s/ Tom M. Djokovich
-------------------------------                 --------------------------------
Lawrence Hartman,                               Tom M. Djokovich,
Director                                        as Chairman and Chief Executive
                                                Officer











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