EXHIBIT 10.9


                    RIGHTS AND BENEFITS ASSIGNMENT AGREEMENT


         THIS RIGHTS AND BENEFITS ASSIGNMENT  AGREEMENT  ("Agreement"),  is made
effective  as of December  14,  2001,  between NET  INTEGRATED  SYSTEMS  LTD., a
Bermuda  corporation  ("Assignor"),  VANESSA  CAPITAL INC, a Belize  corporation
("Assignee  One"),  FIRENZA  INVESTMENTS INC., a Belize  corporation  ("Assignee
Two"), and TARULAR,  LTD., a Bahamian corporation  ("Assignee Three").  Assignee
One,   Assignee  Two  and  Assignee  Three  are  sometimes  herein  referred  to
individually  as "Assignee" and  collectively  as  "Assignees."  Assignor and/or
Assignees  are  sometimes  herein  referred  to  individually  as a "party"  and
collectively as the "parties."

                                 R E C I T A L S
                                 - - - - - - - -

         WHEREAS, this Agreement is entered into in connection with that certain
management  agreement or  agreements  (collectively  or  separately  "Management
Agreement") of even date herewith between Assignor,  as Manager, and Accesspoint
Corporation,   a   Nevada   corporation   ("APC")   and/or   Processing   Source
International, Inc., a California corporation ("PSI"), as the managed companies;

         WHEREAS,  Assignor  desires to assign certain rights and benefits under
the Management Agreement to Assignees;

         WHEREAS,  Assignees  desire to accept such  assignment,  subject to the
terms and conditions of this Agreement.

         WHEREAS, all parties hereto desire to enter into this Agreement,

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
set forth in this  Agreement,  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1. GRANT OF PROFIT  PARTICIPATION  RIGHTS.  Assignor  hereby  assigns and grants
Assignees the right to receive  fifty  Percent  (50%) of any profit  received or
gain realized by Assignee from any sale by Assignee of shares of any  securities
of APC or PSI now  owned or  hereafter  acquired  by  Assignor  pursuant  to the
exercise of any option  agreement  between Assignor and any of Tom M. Djokovich,
Access  Holdings  Limited  Partnership  or Alfred  Urcuyo or by way of any other
transfer from any of the above persons or entities.  Assignor shall promptly pay
to Assignees any and all such amounts assigned hereunder as set forth below.

2. CONSULTATION RIGHTS.  Assignor hereby agrees to consult with Assignees in all
substantially  material  or  significant  management  decisions  to be  made  by
Assignor under the Management Agreement.  As used herein substantially  material
or significant  management decisions shall be deemed to include: (i) those items
enumerated  at Section 2 of the  Management  Agreement  pertaining  to manager's
duties and  authorities,  and (ii) those  items  enumerated  at Section 4 of the
Management Agreement pertaining to certain acts and events. Assignees shall have
the right to  provide  Assignor  with input and  advice in such  matters,  which
Assignee agrees


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to give due  consideration  to in its  deliberations,  but Assignor  reserves to
itself  the  unfettered  right  to make  all  management  decisions  in its sole
discretion and best business judgment.

3. NOTICE AND PAYMENT.  Assignor shall promptly  provide  Assignees with written
notice of the payment or receipt by  Assignor  of any and all  payments or other
monetary  benefits  under the  Management  Agreement  as set forth at Section 1,
above,  and/or the  disposition  of any securities of APC or PSI as set forth at
Section 2, above. Assignor shall promptly pay to Assignees the amounts set forth
at Sections 1 and 2, above, in United States currency, as contemplated herein.

4. CONFIDENTIALITY. Unless specified in writing otherwise by the party providing
the same,  all  information  pertaining to any party hereto or to APC or PSI, 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,   business  organizational   information,   and
information  pertaining  to  contractors,   vendors,  suppliers,  customers  and
clients.  Notwithstanding  the  foregoing,  confidential  information  shall not
include:  (i) 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 (ii)  information that is required to be disclosed
pursuant  to  applicable  law,  including  any  court  order  or  subpoena.  all
confidential  information and other items,  whether or not directly furnished or
prepared  by any party or its  agents or  employees,  is and  shall  remain  the
property  of the party who  originally  produced  the same.  Each  party and its
agents and employees shall:

         4.1.  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 providing party to receive such confidential information.

         4.2.  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.

         4.3.  Except as otherwise  set forth herein  above,  and subject to the
provisions  of this  Agreement  pertaining  to  software  escrow and mirror site
facilities,   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.

         4.4. Return to the other parties 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 any other party or upon the  termination  of this Agreement
for any reason.

5.       MISCELLANEOUS.


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         5.1.  NON-WAIVER  OF BREACH.  No delay or  failure  by either  party to
detect,  protest,  or remedy  the  failure  of the  other  party to  perform  an
obligation  under  this  Agreement  will  constitute  a waiver of the  aggrieved
party's  rights.  No waiver of any provision of this  Agreement or any rights or
obligations of either party  hereunder will be effective,  except  pursuant to a
written  instrument  signed in advance by an authorized  officer of the party or
parties  waiving  compliance;  any such  waiver  will be  effective  only in the
specific instance and for the specific purpose specified in such writing.

         5.2.  RELATIONSHIP OF PARTIES.  Nothing contained herein will be deemed
or  construed as creating a  joint-venture,  franchise,  partnership,  agency or
similar  relationship between the parties. All parties agree that no other party
or parties  hereto may bind any other  party or parties to any legal  obligation
hereunder,  or otherwise  act on behalf of any party or parties  purported to be
bound, without the prior written consent of the party or parties to be bound.

         5.3. HEADINGS NOT CONTROLLING;  SEVERABILITY; LANGUAGE OF THE CONTRACT.
The headings of this Agreement are provided for convenience and will not control
the  interpretation of the Agreement.  In the event that any provision hereof is
found  invalid  or   unenforceable   by  any  court  or  tribunal  of  competent
jurisdiction, the remainder of this Agreement will remain valid and enforceable.
All  parties  agree  that  the  English  language  shall  be  the  language  for
interpretation of this Agreement.

         5.4.   ENTIRE   AGREEMENT.   This  Agreement   constitutes  the  entire
understanding  and  agreement  between the parties  with  respect to the subject
matter of the  Agreement and  supersedes  any prior or  contemporaneous  oral or
written  communications  with respect to the subject matter hereof, all of which
are merged  herein.  This  Agreement  may not be  amended or in any way  altered
except by a written instrument signed by the party to be charged.

         5.5. NOTICES.  Any notices  permitted,  or required to be given between
the  parties   hereto   will  be  made  in  writing   and  sent  by   certified,
return-receipt-requested mail, or by hand delivery with receipt obtained. Except
as specifically  provided above, notices will be deemed delivered on the date of
receipt.  Notices will be sent to the addresses noted below which may be changed
upon written notice:

         To Assignee One:

                           VANESSA CAPITAL INC.
                           P.O. Box N-1836, #B5
                           Nassau, Bahamas


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         To Assignee Two:

                           FIRENZA INVESTMENTS INC.
                           P.O. Box N-1836, #B5
                           Nassau, Bahamas

         To Assignee Three:

                           TARULAR, Ltd.
                           P.O. Box N-3247
                           Nassau, Bahamas




         To Assignor:

                           NET INTEGRATED SYSTEMS, INC.
                           Sofia House
                           48 Church Street
                           Hamilton HM GX
                           BERMUDA

                  With copy to (which copy shall not constitute notice):

                           William R. Barber
                           c/o  Sheraton Gateway Hotel
                           Penthouse Suite
                           6101 W. Century Boulevard
                           Los Angeles, California 90045
                           Telephone:  (310) 642-4087
                           Facsimile:  (310) 649-1156


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

         5.7.  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,


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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.

         5.8.  ASSIGNMENT.  This  Agreement  may not be  assigned  by any  party
without the written consent of all remaining  parties hereto. To the extent such
consent to assignment shall be obtained, 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.

         5.8.  GOVERNING  LAW;  VENUE.  This  Agreement  will be  construed  and
enforced in accordance  with, and the rights of the parties will be governed by,
the laws of  Bermuda,  without  regard to or  application  of  conflict  of laws
principles.  Venue in any action arising by reason of this  Agreement  shall lie
exclusively  in Hamilton,  Bermuda,  or such  judicial or  jurisdictional  court
division in which the City of Hamilton, Bermuda may otherwise lie.

         5.9. FORUM  SELECTION.  Any litigation  hereunder  shall be brought and
litigated  exclusively  in the courts  sitting  in  Hamilton,  Bermuda,  or such
judicial or jurisdictional court division in which the City of Hamilton, Bermuda
may otherwise lie. All parties hereto  consent to the personal  jurisdiction  of
such courts and waive any  defense of forum non  conveniens.  Each party  hereby
irrevocably  waives,  to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such action, suit
or proceeding  brought in such a court and any claim that any such action,  suit
or proceeding brought in such a court has been brought in an inconvenient forum.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have made  this  Agreement
effective  as of the  date  first  above  written,  and  that  they  have  read,
understood, agreed to be bound by, and received a copy of, this Agreement.


                                    ASSIGNOR:

                                    NET INTEGRATED SYSTEMS LTD.,
                                    a Bermuda corporation



                                    By:/s/WILLIAM R. BARBER
                                    ----------------------------
                                    William R. Barber, President


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                                  ASSIGNEE ONE:

                                  VANESSA CAPITAL INC.,
                                  a Belize corporation


                                  By:/s/TOM M. DJOKOVICH
                                  -------------------------
                                  Tom M. Djokovich, Officer



                                  ASSIGNEE TWO:

                                  FIRENZA INVESTMENTS INC.,
                                  a Belize corporation



                                  By:/s/JAMES W. BENTLEY
                                  -------------------------
                                  James W. Bentley, Officer



                                  ASSIGNEE THREE:

                                  TARULAR, Ltd.
                                  a Bahamian corporation


                                  By:/s/ALFRED URCUYO
                                  ------------------------
                                  Alfred Urcuyo, Officer


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