REVOLVING LINE OF CREDIT
                             SECURED PROMISSORY NOTE

                       Pursuant to Secured Loan Agreement



                                                               December 14, 2001

         For value received, the undersigned,  ACCESSPOINT CORPORATION, a Nevada
corporation, and PROCESSING SOURCE INTERNATIONAL, INC., a California corporation
(collectively,  "Maker"),  hereby  jointly and  severally  promise to pay to NET
INTEGRATED SYSTEMS LTD., a Bermuda  corporation,  ("Holder") at such place or to
such  other  party or parties  as Holder  may from time to time  designate,  the
principal  sum of all credit  extensions  hereunder  by Maker for the benefit of
Holder,  in lawful money of the United  States of America,  with interest at the
rate of six  percent  (6%) per  annum  for any  credit  extended  hereunder  and
actually drawn upon by Maker.  Maker shall make consecutive  monthly payments of
interest only hereunder  until the remaining  unpaid  principal  balance and all
unpaid interest are due and payable as set forth herein.

         Holder shall make credit  extension  advances under this Revolving Line
of Credit Secured  Promissory Note ("Note") from time to time in lawful money of
the United States of America upon the request of Maker pursuant to the terms and
conditions  set forth in this Note.  The  foregoing  shall  include,  but not be
limited to,  credit  extension  advances  to fund  monthly  operational  capital
requirements of Maker (including its subsidiaries).  These advances will be made
in the best  interests  of the  Maker  pursuant  to  directives  of the Board of
Directors of the Maker.

         This Note shall  represent a revolving  credit  facility  against which
Maker may, subject to the terms,  conditions and provisions herein set forth and
set forth in that certain  Secured Loan  Agreement of even date  herewith by and
among Maker, as Borrower,  and Holder, as Lender (the "Secured Loan Agreement"),
from time to time, make credit  extension  advances not to exceed the cumulative
total principal sum of Five Million Dollars  ($5,000,000.00)  in lawful money of
the United  States of America at any given  time,  repay all or part of the same
and make additional credit extension advances and draw additional credits not to
exceed  the face  amount  hereof at any given  time,  and  thereafter  repay the
principal and interest  outstanding  hereunder during the period ending upon the
written  demand of Holder,  or December 14, 2005,  or upon  material  default by
Maker hereunder,  whichever shall first occur.  Provided Maker is not in default
in the  performance of the terms of this Note or the Loan  Agreement,  Maker may
from time to time, upon at least three (3) Domestic  Business  Banking Days' (as
that term is  defined in the Loan  Agreement)  prior  written  notice to Holder,
transmitted  via  facsimile,  make  a  credit  extension  advance  draw  request
hereunder.  Maker shall  transmit  credit  extension  draw requests to Holder at
(310) 649-1156 with a copy to Holder at (310)  305-7182 or such other  facsimile


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<PAGE>

number(s) as Holder shall  designate in writing from time to time.  In the event
Holder elects to make the credit extension advance, or is otherwise obligated to
make a credit extension advance hereunder,  Holder shall attempt to cause a wire
transfer in said amount (or such lesser amount as Holder in its sole  discretion
may elect) to be initiated to the bank account or accounts  designated  for such
purposes by Maker no later than two (2) Domestic Business Days after the date of
the transmission of the request.  Credit extension advance draw requests must be
fully  transmitted  via facsimile  before 5:00 P.M.  Pacific  Standard Time; any
requests  transmitted  after that time on any calendar day shall be deemed to be
transmitted on the following Domestic Business Day.

         If  this  Note  is  not  paid  when  due,  whether  at  maturity  or by
acceleration, Maker promises to pay all costs of collection,  including, but not
limited to, attorneys' fees and costs.

         Maker  expressly  waives  presentment,  protest and  demand,  notice of
protest,  demand and dishonor and  nonpayment of this Note and all other notices
of any kind, and expressly agrees that this Note, or any payment thereunder, may
be extended from time to time without  affecting the liability of Maker.  To the
fullest  extent  permitted by law, the defense of the statute of  limitations in
any action on this Note is waived by the undersigned. The obligations undertaken
hereunder by Maker are joint and several.

         No single or partial exercise of any power hereunder shall preclude any
other or  further  exercise  thereof or the  exercise  of any other  power.  The
release of any party  liable  under this Note shall not  operate to release  any
other party liable hereon. The obligations of Maker hereunder shall be joint and
several. Time is of the essence of this Note.

         All agreements  between Maker and Holder are expressly  limited so that
in no contingency or event  whatsoever,  whether by  acceleration of maturity of
the unpaid principal balance hereof or otherwise, shall the amount, if any, paid
or agreed to be paid to Holder  for the use,  forbearance  or  detention  of the
money to be advanced  hereunder exceed the highest lawful rate permissible under
applicable usury laws. If, for any circumstances whatsoever,  fulfillment of any
provision  hereof at the time  performance of such provision shall be due, shall
involve  transcending  the limit of validity  prescribed by law which a court of
competent  jurisdiction  may deem  applicable  thereto,  then  IPSO  FACTO,  the
obligation to be fulfilled  shall be reduced to the limit of such validity,  and
if from any  circumstances  Holder  shall ever  receive an amount which would be
excessive  interest,  the same shall be applied to the  reduction  of the unpaid
principal  balance  due  hereunder  and not to the  payment  of  interest.  This
provision  shall control  every other  provision of all  agreements  between the
undersigned and Holder.

         This Note has been  executed and  delivered in the State of  California
and is to be governed by and construed  according to the laws thereof.  Venue in
any action arising hereunder shall lie exclusively in the City and County of Los
Angeles, California.


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<PAGE>


         This Note is secured by, and subject to, the terms of the Secured  Loan
Agreement  (as set forth  above) and a Pledge  Agreement  of even  date.  To the
extent any of the provisions of this Note may conflict with those of the Secured
Loan Agreement, this Note shall control.


                                     MAKER:

                                     ACCESSPOINT CORPORATION, a Nevada
                                     corporation



                                     By: __________________________________
                                              Tom M. Djokovich, CEO





                                     PROCESSING SOURCE INTERNATIONAL,
                                     INC., a California corporation



                                     By: __________________________________
                                              Alfred Urcuyo, President






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