SECURED LOAN AGREEMENT


         THIS SECURED LOAN AGREEMENT  ("Agreement")  is made effective as of the
14th day of December,  2001, by and between  ACCESSPOINT  CORPORATION,  a Nevada
corporation  ("APC"),  and PROCESSING  SOURCE  INTERNATIONAL.  INC, a California
corporation  ("PSI")  (collectively,  "Debtors"),  on  the  one  hand,  and  NET
INTEGRATED SYSTEMS LTD., a Bermuda  corporation  ("Lender"),  on the other hand.
Debtors and/or Lender are sometimes herein referred to individually as a "party"
and collectively as the "parties."

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

         WHEREAS,  Debtors  and Lender are  entering  into a  Revolving  Line of
Credit  Secured  Promissory  Note ("Note")  contemporaneously  herewith  whereby
Lender  intends to loan certain  monies to Debtors on a revolving  credit basis;
and

         WHEREAS,  Debtors  and Lender  desire to enter into this  Agreement  in
order to provide collateral for the Note;

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

1.       GENERAL  INTENT.  The mutual  intent of the  parties and the purpose of
this  Agreement  is to grant to Lender as broad a security  interest  as the law
permits in the assets of Debtors,  with  regard to which  Debtor  possesses  the
right to grant a  security  interest  hereunder  to Lender  and the grant of the
security  interest  contained  herein would not prejudice any existing  security
interest  or cause the breach of any  existing  agreement,  whether  tangible or
intangible,  real or personal,  presently owned or owned in the future, together
with all additions,  replacements and  substitutions  therefor,  and any and all
proceeds,  as defined in Section 9306 of the California  Uniform Commercial Code
of all or a part thereof.  To the extent the security interest granted herein to
Lender may pertain to property of Debtors as to which a prior security  interest
may have been  granted  by  Debtors,  and to the extent  the  security  interest
granted  herein to Lender does not  prejudice any such prior  existing  security
interest or cause the breach of any prior existing  security  agreement or other
agreement,  Lender  shall be deemed to have a junior  security  interest in such
property  as  collateral  with  respect  to any  such  prior  existing  security
interest.

2.       CREDIT EXTENSION ADVANCES.  Lender shall make credit extension advances
under the 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 Company.


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3.       OBLIGATIONS SECURED.   This Agreement is  intended  to secure, and does
hereby secure, the payment,  in lawful money of the United States of America, to
the Lender, of the following:

         3.1.     The  obligations  (hereinafter referred to as the "Obligation"
or "Secured Obligations") of Debtors under the Note; and

         3.2.     Due, prompt and full payment of all other  amounts  (including
principal  and  interest,  additional  advances,  and any and all  renewals  and
extensions  of any  obligations)  now or  hereafter  owing by Debtors to Lender,
whether  Debtors'  obligation  to pay Lender said  amounts be direct,  indirect,
contingent,  joint,  several,  or otherwise secured and whether or not said sums
are evidenced by a promissory note or other written instrument; and

         3.3.     Due,  prompt and faithful   performance  of  all  of  Debtors'
obligations and agreements contained in this Agreement or any other agreement to
which Debtors are a party (or by which Debtors are bound) and to which Lender is
a party or of which Lender is a beneficiary.

4.       RELEASE OF COLLATERAL. Lender shall execute, acknowledge and deliver to
Debtors  such  financing   termination   statements  documents  as  Debtors  may
reasonably  request from time to time with regard to Collateral which is subject
to any pledge, assignment or security interest terminated hereunder.

5.       DEFINITIONS.   The  following terms shall have the following respective
meanings:

         "ACCOUNTS"  has the  meaning  assigned  to the term  "accounts"  in the
Uniform Commercial Code.

         "BANK"  has the  meaning  assigned  to the term  "bank" in the  Uniform
Commercial Code.

         "CERTIFICATED   SECURITY"   has  the  meaning   assigned  to  the  term
"certificated security" in the Uniform Commercial Code.

         "CHATTEL PAPER" has the meaning assigned to the term "chattel paper" in
the Uniform Commercial Code.

         "COLLATERAL" has the meaning assigned to that term in Section 6.

         "COMMERCIAL   TORT  CLAIM"  has  the  meaning   assigned  to  the  term
"commercial tort claim" in the Uniform Commercial Code.

         "CONTROL" has, with respect to Deposit Accounts,  Investment  Property,
Electronic  Chattel Paper and  Letter-of-Credit  Rights,  the respective meaning
assigned to the term "control" in the Uniform Commercial Code.


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         "COPYRIGHT COLLATERAL" shall mean all Copyrights,  whether now owned or
hereafter acquired by Debtors.

         "COPYRIGHTS" shall mean,  collectively,  (a) all copyrights,  copyright
registrations and applications for copyright registrations, (b) all renewals and
extensions of all  copyrights,  copyright  registrations  and  applications  for
copyright registration and (c) all rights, now existing or hereafter coming into
existence, (i) to all income,  royalties,  damages and other payments (including
in respect of all past, present or future infringements) now or hereafter due or
payable under or with respect to any of the foregoing, (ii) to sue for all past,
present and future  infringements with respect to any of the foregoing and (iii)
otherwise  accruing  under or pertaining to any of the foregoing  throughout the
world.

         "DAYS" shall mean  calendar  domestic  business  days and shall exclude
legal federal holidays, California state holidays, and weekends.

         "DEPOSIT  ACCOUNTS"  has the  meaning  assigned  to the  term  "deposit
accounts" in the Uniform Commercial Code.

         "DOCUMENTS"  has the meaning  assigned to the term  "documents"  in the
Uniform Commercial Code.

         "DOMESTIC  BUSINESS  DAYS"  shall mean the same as days,  above,  which
means calendar  domestic business days and shall exclude legal federal holidays,
California state holidays, and weekends.

         "ELECTRONIC  CHATTEL  PAPER"  has  the  meaning  assigned  to the  term
"electronic chattel paper" in the Uniform Commercial Code.

         "EQUIPMENT"  has the meaning  assigned to the term  "equipment"  in the
Uniform Commercial Code.

         "FINANCIAL  ASSETS"  has the meaning  assigned  to the term  "financial
assets" in the Uniform Commercial Code.

         "FIXTURES"  has the  meaning  assigned  to the term  "fixtures"  in the
Uniform Commercial Code.

         "GENERAL  INTANGIBLES"  has the meaning  assigned to the term  "general
intangibles" in the Uniform Commercial Code.

         "GOODS"  has the meaning  assigned  to the term  "goods" in the Uniform
Commercial Code.

         "GUARANTEED   OBLIGATIONS"   shall  mean  any  and  all   indebtedness,
liabilities,  and other obligations of Borrower (including,  but not limited to,
all such obligations in respect of principal, interest, fees, indemnities, costs

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and other  expenses,  whether due after  acceleration  or otherwise  and whether
incurred  before or after a  bankruptcy  of  Borrower),  of whatever  nature and
however  evidenced,  under  or  pursuant  to the  Notes  and/or  the  Management
Agreement,  in each case,  direct or indirect,  primary or  secondary,  fixed or
contingent, now or hereafter arising out of or relating to any such document.

         "INSTRUMENTS" has the meaning assigned to the term "instruments" in the
Uniform Commercial Code.

         "INTELLECTUAL PROPERTY" shall mean all Copyright Collateral, all Patent
Collateral  and all  Trademark  Collateral,  together  with (a) all  inventions,
processes,  production  methods,  proprietary  information,  know-how  and trade
secrets;  (b) all licenses or user or other  agreements  granted to Debtors with
respect to any of the foregoing,  in each case whether now or hereafter owned or
used, (c) all information,  customer lists,  identification of suppliers,  data,
plans,  blueprints,  specifications,   designs,  drawings,  recorded  knowledge,
surveys,  engineering  reports,  test  reports,  manuals,  materials  standards,
processing standards,  performance standards,  catalogs,  computer and automatic
machinery software and programs; (d) all field repair data, sales data and other
information   relating  to  sales  or  service  of  products  now  or  hereafter
manufactured;  (e) all accounting information and all media in which or on which
any  information  or  knowledge or data or records may be recorded or stored and
all computer  programs used for the compilation or printout of such information,
knowledge, records or data; (f) all Governmental Approvals now held or hereafter
obtained  by Debtors in respect of any of the  foregoing;  and (g) all causes of
action,  claims and  warranties  now owned or  hereafter  acquired by Debtors in
respect of any of the foregoing.  It is understood  that  Intellectual  Property
shall include all of the  foregoing  owned or acquired by Debtors on a worldwide
basis.

         "INVENTORY"  has the meaning  assigned to the term  "inventory"  in the
Uniform Commercial Code.

         "INVESTMENT  PROPERTY" has the meaning assigned to the term "investment
property" in the Uniform Commercial Code.

         "ISSUER" means any direct or indirect Subsidiary of Debtors that is the
issuer (as  defined  in the  Uniform  Commercial  Code) of any shares of capital
stock or partnership or other interests,  now owned or in the future acquired by
Debtors, as identified in Annex 1 under the caption "Issuer."

         "LETTER-OF-CREDIT   RIGHTS"  has  the  meaning  assigned  to  the  term
"letter-of-credit rights" in the Uniform Commercial Code.

         "MOTOR VEHICLES" shall mean motor vehicles,  of every description,  and
other like  property,  whether or not the title to any such property is governed
by a certificate of title or ownership.

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         "OPTION  AGREEMENT"  shall mean that certain stock option  agreement or
agreements  of even  date  herewith  whereby  certain  shareholders  of APC have
granted  Lender an option or options to purchase  their shares of common  voting
stock of APC.

         "PATENT  COLLATERAL"  shall  mean all  Patents,  whether  now  owned or
hereafter acquired by Debtors.

         "PATENTS"  shall  mean,  collectively,   (a)  all  patents  and  patent
applications, (b) all reissues, divisions,  continuations,  renewals, extensions
and  continuations-in-part  of all  patents or patent  applications  and (c) all
rights,  now existing or  hereafter  coming into  existence,  (i) to all income,
royalties,  damages,  and other  payments  (including  in  respect  of all past,
present and future  infringements) now or hereafter due or payable under or with
respect to any of the  foregoing,  (ii) to sue for all past,  present and future
infringements  with respect to any of the foregoing and (iii) otherwise accruing
under or pertaining to any of the foregoing throughout the world,  including all
inventions  and  improvements  described  or  discussed  in all such patents and
patent applications.

         "PAYMENT  INTANGIBLE"  has the meaning  assigned  to the term  "payment
intangible" in the Uniform Commercial Code.

         "PLEDGED OWNERSHIP  INTERESTS" has the meaning assigned to that term in
Section 6.

         "PROCEEDS"  has the  meaning  assigned  to the term  "proceeds"  in the
Uniform Commercial Code.

         "SECURED OBLIGATIONS" shall mean (a) the Guaranteed Obligations and (b)
all  obligations  and  liabilities of Debtors under this Agreement and any other
Basic Document to which it is a party, now or hereafter arising.

         "SECURED PARTIES" shall mean the  Administrative  Agent, the Collateral
Agent and each Lender (as a "Lender" under the Credit Agreement).

         "SECURITY"  has the  meaning  assigned  to the term  "Security"  in the
Uniform Commercial Code.

         "SECURITY  ENTITLEMENT"  has the meaning assigned to the term "security
entitlement" in the Uniform Commercial Code.

         "SECURITIES   INTERMEDIARY"  has  the  meaning  assigned  to  the  term
"securities intermediary" in the Uniform Commercial Code.

         "SOFTWARE"  has the  meaning  assigned  to the term  "software"  in the
Uniform Commercial Code.

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         "TRADEMARK COLLATERAL" shall mean all Trademarks,  whether now owned or
hereafter  acquired by Debtors.  Notwithstanding  the  foregoing,  the Trademark
Collateral  shall not include  any  Trademark  which would be rendered  invalid,
abandoned,  void or unenforceable by reason of its being included as part of the
Trademark Collateral.

         "TRADEMARKS" shall mean, collectively,  (a) all trade names, trademarks
and  service  marks,  logos,   trademark  and  service  mark  registrations  and
applications for trademark and service mark registrations,  (b) all renewals and
extensions of any of the foregoing and (c) all rights, now existing or hereafter
coming into existence, (i) to all income, royalties,  damages and other payments
(including  in respect of all past,  present  and future  infringements)  now or
hereafter due or payable under or with respect to any of the foregoing,  (ii) to
sue for all past,  present and future  infringements  with respect to any of the
foregoing  and  (iii)  otherwise  accruing  under  or  pertaining  to any of the
foregoing throughout the world,  together,  in each case, with the product lines
and goodwill of the business connected with the use of, or otherwise  symbolized
by, each such trade name, trademark and service mark.

         "UNIFORM  COMMERCIAL CODE" shall mean the California Uniform Commercial
Code and any  other  Uniform  Commercial  Code as in  effect  in any  applicable
jurisdiction from time to time.

6.       GRANT OF SECURITY INTEREST.   As  collateral  security  for  the prompt
payment in full when due (whether at stated maturity, upon acceleration,  on any
optional or mandatory  prepayment  date or  otherwise)  and  performance  of the
Secured  Obligations,  Debtors hereby pledge and grant to the Lender, a security
interest in all of Debtors' right,  title and interest in and to all of Debtors'
property  with  regard to which  Debtors  possess  the right to grant a security
interest  hereunder to Lender and the grant of the security  interest  contained
herein would not prejudice any existing security interest or cause the breach of
any existing  agreement,  whether now owned or in the future acquired by Debtors
and whether now existing or in the future coming into  existence  (collectively,
the "COLLATERAL"), including, without limitation, the following:

         6.1.     all Accounts, including, without limitation, all Merchant
Accounts;

         6.2.     all Deposit Accounts, including the Collateral Accounts and
the balance from time to time of the Collateral Accounts;

         6.3.     all Instruments;

         6.4.     all Documents;

         6.5.     all Chattel Paper, including all Electronic Chattel Paper;

         6.6.     all Inventory;

         6.7.     all Equipment and Motor Vehicles;


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         6.8.     all Fixtures;

         6.9.     all Goods not covered by the preceding clauses of this Section
6;

         6.10.    all Letter-of-Credit Rights;

         6.11.    all Intellectual Property;

         6.12.    all Commercial Tort Claims arising out of, relating to or in
connection  with all or any part of the  Inventory,  Equipment  or  Documents of
Debtors;

         6.13.    all Payment Intangibles, Software and General Intangibles not
covered by the preceding clauses of this Section 6;

         6.14.    all  other  tangible  and  intangible  property  of   Debtors,
including all books,  correspondence,  credit files, records,  invoices,  tapes,
cards,  computer runs and other papers and documents in the  possession or under
the control of Debtors or any  computer  bureau or service  company from time to
time acting for Debtors;

         6.15.    all Proceeds and products in whatever form of all or any  part
of the other Collateral,  including all rents, profits,  income and benefits and
all proceeds of insurance and all condemnation awards and all other compensation
for any Event of Loss with  respect  to all or any part of the other  Collateral
(together with all rights to recover and proceed with respect to the same),  and
all accessions to,  substitutions for and replacements of all or any part of the
other Collateral.

7.       PREEXISTING INTERESTS.  To  the  extent  the security  interest granted
herein to Lender may pertain to Collateral as to which a prior security interest
may have been granted by Debtor, and to the extent the security interest granted
herein to Lender does not prejudice any such prior existing security interest or
cause the breach of any prior existing  security  agreement or other  agreement,
Lender  shall be deemed to have a junior  security  interest in such  Collateral
with respect to any such prior existing security interest.

8.       INTELLECTUAL PROPERTY.  For  the  purpose of  enabling  the  Lender  to
exercise its rights,  remedies,  powers and privileges  under Section 17 at such
time or times as the Lender is  lawfully  entitled  to  exercise  those  rights,
remedies, powers and privileges,  and for no other purpose, Debtors hereby grant
to the Lender, to the extent assignable,  an irrevocable,  nonexclusive  license
(exercisable  without  payment of royalty or other  compensation  to Debtors) to
use, assign,  license or sublicense any of the Intellectual Property of Debtors,
together with reasonable  access to all media in which any of the licensed items
may be recorded or stored and to all computer  programs used for the compilation
or printout of those items.

9.       PERFECTION.  Debtors  authorize  the  Lender  to  file  such  financing
statements  and  continuation  statements  in such  offices  as are or  shall be
necessary or as the Lender may determine to be  appropriate  to create,  perfect

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and establish the priority of the liens granted by this Agreement in any and all
of the Collateral, to preserve the validity, perfection or priority of the liens
granted  by this  Agreement  in any and all of the  Collateral  or to enable the
Lender to  exercise  its  remedies,  rights,  powers and  privileges  under this
Agreement. Upon payment in full by Debtors, in lawful money of the United States
of America, under the Note of all amounts secured hereby, and the termination of
the  Note and  performance  of all  other  obligations  of  Debtors  under  this
Agreement,  and upon the request of Debtors  therefor,  Lender  will  deliver to
Debtor such UCC  termination  statements  and such other  documents  of release,
reconveyance and  reassignments  as shall be sufficient to discharge  Debtors of
the liabilities secured hereby and to terminate and release the security
interest in the Collateral created hereby.

10.      PRESERVATION AND PROTECTION OF SECURITY INTERESTS.  Debtors shall:

         10.1.    Upon  the  acquisition  after  the  date of this  Agreement by
Debtors of any  Certificated  Securities  (including any Ownership  Collateral),
Instruments,  Deposit Account,  other Investment  Property,  Electronic  Chattel
Paper,  Letter-of Credit Rights,  Motor Vehicles or other Equipment covered by a
certificate of title or ownership  promptly (i) take such action with respect to
that  Collateral  as is  specified  in  Section  17 and (ii) take all such other
actions,  and  authenticate  or sign and file or record  such  other  records or
instruments,  as are  necessary or as the Lender may request to create,  perfect
and establish the priority of the liens granted by this Agreement in any and all
the  Collateral,  to preserve the validity,  perfection or priority of the liens
granted  by this  Agreement  in any and all of the  Collateral  or to enable the
Lender to  exercise  its  remedies,  rights,  powers and  privileges  under this
Agreement;

         10.2.    upon Debtors' acquiring, or otherwise becoming entitled to the
benefits of, any Copyright (or  copyrightable  material),  Patent (or patentable
invention), Trademark (or associated goodwill) or other Intellectual Property or
upon or prior to Debtors'  filing,  either  directly or through the Lender,  any
licensee  or any  other  designee,  of any  application  with  any  Governmental
Authority for any Copyright,  Patent,  Trademark or other Intellectual Property,
in each  case  after  the  date of this  Agreement,  execute  and  deliver  such
contracts, agreements and other instruments as the Lender may request to create,
perfect and  establish  the priority of the liens  granted by this  Agreement in
that and any related Intellectual Property; and

         10.3.    whether with respect  to  Collateral  as of the  date  of this
Agreement  or  Collateral  in  which  Debtors  acquire  rights  in  the  future,
authorize,  give,  authenticate,  execute,  deliver,  file or record any and all
financing  statements,  notices,  contracts,  agreements  or  other  records  or
instruments,  obtain any and all Governmental Approvals, and take all such other
actions,  as are  necessary or as the Lender may request to create,  perfect and
establish the priority of the liens granted by this Agreement in any and all the
Collateral,  to  preserve  the  validity,  perfection  or  priority of the liens
granted  by this  Agreement  in any and all of the  Collateral  or to enable the
Lender to  exercise  its  remedies,  rights,  powers and  privileges  under this
Agreement,  including  causing any or all Securities to be transferred of record
into the name of the Lender or its  nominee  (and the Lender  agrees that if any


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Security is  transferred  into its name or the name of its  nominee,  the Lender
shall   thereafter   promptly  give  to  Debtors   copies  of  any  notices  and
communications received by it with respect to that Security).

11.      ATTORNEY-IN-FACT.  Debtors hereby make the following appointments:

         11.1.    Subject  to  Debtors' rights  under  Sections  12  through 15,
Debtors  hereby  appoint the Lender  their  attorney-in-fact  for the purpose of
carrying  out the  provisions  of this  Agreement  and  taking  any  action  and
executing  any  instruments  that the Lender may deem  necessary or advisable to
accomplish the purposes of this Agreement, to preserve the validity,  perfection
and priority of the liens granted by this Agreement and,  following any Default,
to exercise its rights,  remedies,  powers and privileges  under this Agreement.
This  appointment  as  attorney-in-fact  is  irrevocable  and  coupled  with  an
interest.  Without limiting the generality of the foregoing, the Lender shall be
entitled under this Agreement upon the occurrence and  continuation of any Event
of Default  (or,  in respect of  Section  9, any  Default)  (i) to ask,  demand,
collect,  sue for,  recover,  receive and give receipt and discharge for amounts
due and to become due under and in respect of all or any part of the Collateral,
(ii) to receive, endorse and collect any Accounts, Chattel Paper, Instruments or
General  Intangibles,  (iii) to file any claims or take any action or proceeding
that the Lender may deem necessary or advisable for the collection of all or any
part of the  Collateral,  and (iv) to execute,  in  connection  with any sale or
disposition of the Collateral  under Section 9, any  endorsements,  assignments,
bills of sale or other instruments of conveyance or transfer with respect to all
or any part of the Collateral.

         11.2.    Without limiting the rights  and  powers of the  Lender  under
Section  11.1,  Debtors  hereby  appoint  the Lender as their  attorney-in-fact,
effective the date of this  Agreement and  terminating  upon the  termination of
this  Agreement,  for the purpose of (i) executing on behalf of Debtors title or
ownership  applications  for filing with  appropriate  state  agencies to enable
Motor Vehicles now owned or in the future acquired by Debtors to be retitled and
the Lender to be listed as  lienholder as to those Motor  Vehicles,  (ii) filing
such  applications  with such  state  agencies  and (iii)  executing  such other
documents and instruments on behalf of, and taking such other action in the name
of,  Debtors as the Lender may deem  necessary or advisable  to  accomplish  the
purposes of this  Agreement  (including  the purpose of creating in favor of the
Lender a  perfected  Lien on the  Motor  Vehicles  and  exercising  the  rights,
remedies, powers and privileges of the Lender under Section 9). This appointment
as attorney-in-fact is irrevocable and coupled with an interest.

         11.3.    Without  limiting  the rights and  powers of the  Lender under
Section 11.1,  Debtors hereby  irrevocably  appoint Lender,  or any other person
whom Lender may  designate,  as Debtors'  Attorney-in-Fact,  with the  following
powers:

                  11.3.1   To perform any of  Debtors'  obligations  under  this
Agreement in Debtors' name or otherwise.

                  11.3.2.  To give  notice  of  Debtors'  right to  payment,  to
enforce that right, and to make extension agreements with respect to it.

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                  11.3.3.  To release  persons  liable of rights to payment,  to
compromise disputes with those persons, and to surrender security, all as Lender
determines in its sole discretion when acting in good faith based on information
known to it when it acts.

                  11.3.4.  To prepare and file financing statements,continuation
statements, statements of assignments,  termination statements, and the like, as
necessary to perfect,  protect,  preserve,  or release Lender's  interest in the
collateral.

                  11.3.5.  To endorse Debtors' name on instruments, documents,or
other forms of payment or security that come into Lender's possession.

                  11.3.6.  To take cash in payment of obligations.

                  11.3.7.  To verify information concerning rights to payment by
inquiry in its own name or in a fictitious name.

                  11.3.8.  To prepare, execute,  and deliver insurance forms; to
adjust insurance claims; to receive payment under insurance claims; and to apply
such payment to reduce Debtors' obligation therefrom.

12.      INSTRUMENTS.  So  long as  no Default  has occurred and  is continuing,
Debtors  may  retain for  collection  in the  ordinary  course of  business  any
Instruments  obtained by it in the ordinary  course of business,  and the Lender
will,  promptly  upon  the  request,  and  at  the  expense  of,  Debtors,  make
appropriate arrangements for making any Instruments pledged by Debtors available
to Debtors  for  purposes  of  presentation,  collection  or  renewal.  Any such
arrangement shall be effected,  to the extent deemed  appropriate by the Lender,
against a trust receipt or like document.

13.      USE OF COLLATERAL.  So long as no Event of Default has occurred  and is
continuing, Debtors shall be entitled to use and possess the Collateral, subject
to the rights,  remedies,  powers and privileges of the Lender under Sections 17
and 18.

14.      RIGHTS AND OBLIGATIONS.

         14.1.    No reference in this  Agreement  to proceeds or to the sale or
other  disposition of Collateral  shall  authorize  Debtors to sell or otherwise
dispose of any  Collateral.  Neither the Lender nor any Lender shall be required
to take steps necessary to preserve any rights against prior parties to any part
of the Collateral.

         14.2.    Debtors  shall  remain  liable  to  perform  their  duties and
obligations  under the contracts and  agreements  included in the  Collateral in
accordance with their  respective  terms to the same extent as if this Agreement
had not been  executed and  delivered.  The exercise by the Lender of any right,
remedy,  power or  privilege  in respect  of this  Agreement  shall not  release
Debtors  from any of their  duties and  obligations  under those  contracts  and

                                       10

<PAGE>

agreements.  Lender  shall have no duty,  obligation  or  liability  under those
contracts and agreements or in respect to any Governmental  Approval included in
the Collateral by reason of this Agreement, nor shall the Lender be obligated to
perform any of the duties or  obligations  of Debtors under any such contract or
agreement or any such Governmental  Approval or to take any action to collect or
enforce  any  claim  (for  payment)  under any such  contract  or  agreement  or
Governmental Approval.

         14.3.    No Lien granted by this Agreement in Debtors' right, title and
interest in any contract,  agreement or Governmental Approval shall be deemed to
be a consent  by the  Lender to any such  contract,  agreement  or  Governmental
Approval.

15.      FURTHER ACTS.     During the continuance hereof,the Debtors promise and
agree to execute,  and cooperate with executing or  maintaining,  all notices or
filings  required to perfect or maintain  perfection  of the  security  interest
created by this Agreement.

16.      EVENTS OF DEFAULT.  For all  purposes of this Agreement, the occurrence
of any or more of the  following  shall  constitute a "Default" by Debtors under
this  Agreement  (whatever  the reason for such  Default  and  whether it may be
voluntary  or  involuntary  or be effected by  operation  of law pursuant to any
judgment,  decree or order of any court or any order, rule or regulations of any
administrative or governmental body):

         16.1.    Debtors' breach or fail to comply with any of their
obligations under the Note;

         16.2.    Debtors' default on the payment of any sum of money when due
by Debtors, whether or not evidenced by the Note; or

         16.3.    Debtors' breach or fail to comply with any of their
obligations under this Agreement.

17.      REMEDIES IN EVENT OF DEFAULT.  After  a Default  hereunder,  and  after
making a request for an election determination by each optionor under the Option
Agreement (in accordance with the terms of the Option  Agreement) and a majority
in interest of optionors elect not to direct their option  exercise  proceeds to
APC, and subject to the provisions  set forth in Section 19 hereof,  the Lender,
without notice or demand and at any time  thereafter,  may do any one or more or
all of the following:

         17.1.    Take possession of the Collateral in any way  permitted by law
and protect, repair and care for the Collateral and perform any act necessary to
conserve the value or income  thereof and to apply any income or other  proceeds
in the manner specified by law upon the disposition of the Collateral;

         17.2.    Require the Debtors to  assemble  the  Collateral and  make it
available to the Lender at a reasonably  convenient  place as  designated by the
Lender;


                                       11

<PAGE>

         17.3.    Hold  the  Collateral  at  a  reasonably  convenient  place as
designated  by the  Lender  without  disposition  for any  period of time as the
Lender deems advisable;

         17.4.    Exercise any other right or remedy provided by law.

18.      CURE.  If any  Default,  other than a default in payment of money under
the Note,  is  curable  and if Debtors  have not been given a prior  notice of a
breach of the same provision of this Agreement, it may be cured (and no event of
default will have  occurred)  if Debtors,  after  Lender  sends  written  notice
demanding  cure of such default,  (i) cure the default within fifteen (15) Days;
or (ii), if the cure requires more than fifteen (15) Days,  immediately initiate
steps which Lender deems in Lender's  sole  discretion  to be sufficient to cure
the default and thereafter  continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.  As used
herein, the word "Days" shall refer to calendar Domestic Business Days and shall
exclude legal federal holidays, California state holidays, and weekends.

19.      OPTION  ELECTION.  Lender shall exercise its options  under the  Option
Agreement  as  a  first  and  primary  source  of  repayment  of  the  Note  and
Obligations.  Lender's  first  resource for payment of the Note and  Obligations
shall be from the  exercise  proceeds  potentially  available  to APC  under the
Option  Agreement;  Lender  rights and remedies  hereunder,  including,  without
limitation, the right to foreclose Lender's security interests in any and/or all
Collateral  by any available  judicial  procedure or without  judicial  process,
shall be subject to  Pledgor's  election  under the  Option  Agreement,  so that
Lender may only enforce its rights and remedies  hereunder,  including,  without
limitation, the right to foreclose Lender's security interests in any and/or all
Collateral,  if first Lender requests an election determination by each optionor
under  the  Option  Agreement  (in  accordance  with  the  terms  of the  Option
Agreement)  and a majority in interest of  optionors  elect to direct the option
exercise  proceeds to the optionor rather than to APC. If a majority in interest
of optionors  elect to direct their exercise  proceeds to APC, Lender shall look
to such proceeds for  satisfaction and payment (whether or not APC actually pays
such proceeds to Lender under the Note,  or  otherwise)  and may not enforce its
rights  and  remedies  hereunder  against  the  Collateral,  including,  without
limitation, the right to foreclose Lender's security interests in any and/or all
Collateral  by any available  judicial  procedure or without  judicial  process.
Lender may only  enforce  the  Obligations  against  the  Collateral  under this
Agreement to the extent that no exercise  proceeds are available to APC under an
election by a majority in interest of optionors  pursuant to exercise  under the
Option   Agreements.   Lender  shall  exercise  the  Option  Agreement  equally,
share-for-share and dollar-for-dollar, against all shares of common voting stock
of APC in which Lender  shall have been  granted an option by Tom M.  Djokovich,
The Access Holdings  Limited  Partnership,  and Alfred Urcuyo.  Further,  Lender
shall  enforce any stock pledge  agreement,  and the security  interest  granted
therein, equally,  share-for-share and dollar-for-dollar,  against all shares of
common  voting  stock of APC in which  Lender shall have been granted a security
interest by Tom M.  Djokovich,  The Access  Holdings  Limited  Partnership,  and
Alfred  Urcuyo.  APC shall (and Lender as manager  shall cause APC to ) promptly
pay all exercise proceeds potentially directed to APC by the Optionors under the
Option  Agreement to Lender in reduction of the outstanding  Obligations and all
indebtedness under the Note.


                                       12

<PAGE>

20.      NOTICES.   All notices,  requests,  demands, or any other communication
under this Note shall be in writing.  Notice shall be sufficiently given for all
purposes as follows:

         20.1.    PERSONAL DELIVERY. When personally delivered to the recipient,
notice is effective upon delivery.

         20.2.    FIRST-CLASS MAIL.   When  mailed  via first  class to the last
address of the recipient  known to the party giving notice,  notice is effective
three mail delivery days after deposit in a United States Postal  Service office
or mailbox.

         20.3.    CERTIFIED MAIL. When mailed via certified mail, return receipt
requested,  notice is  effective  upon  receipt,  if delivery is  confirmed by a
return receipt.

         20.4.    OVERNIGHT  DELIVERY.  When delivered  via  overnight  delivery
(Federal Express - Airborne - United Parcel Service - DHL - WorldWide  Express),
charges  prepaid or charged to the sender's  account,  notice is effective  upon
delivery, if delivery is confirmed by the delivery service.

         20.5.    TELEX  OR  FACSIMILE  TRANSMISSION.  When  sent  via  telex or
facsimile to the last telex or facsimile  number of the  recipient  known to the
party giving  notice,  notice is effective  upon  receipt,  provided  that (a) a
duplicate copy of the notice is promptly given by  first-class,  certified mail,
or by  overnight  delivery,  or (b)  the  receiving  party  delivers  a  written
confirmation  of  receipt.  Any  notice  given by telex or fax  shall be  deemed
received on the next business day if it is received after 5:00 p.m. (recipient's
time) or on a non-business day.

         20.7.    ADDRESSES.   Addresses for purpose of giving notice, or making
payment, are as follows:

         If to Debtors:

                        ACCESSPOINT CORPORATION
                        Accesspoint Corporation/Processing Sources International
                        38 Executive Park, Suite 350
                        Irvine, CA  92614
                                Telephone: (949) 852-8526
                                Facsimile: (949) 852-8527

                        PROCESSING SOURCE INTERNATIONAL
                        38 Executive Park, Suite 350
                        Irvine, CA  92614
                                Telephone: (949) 852-8526
                                Facsimile: (949) 852-8527


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<PAGE>

         If to Lender:

                        NET INTEGRATED SYSTEMS LTD.
                        Sofia House
                        48 Church Street
                        Hamilton HM GX
                        BERMUDA
                                Telephone: (441) 295-7105
                                Facsimile: (441) 292-6814

         With a copy to:

                        Mr. 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

         20.8.    UNCLAIMED NOTICES.  Any  correctly  addressed  notice  that is
refused,  unclaimed, or undeliverable because of an act or omission of the party
to be notified  shall be deemed  effective as of the first date that said notice
was  refused,  unclaimed,  or deemed  undeliverable  by the postal  authorities,
messenger,  or overnight  delivery service.  Any party may change its address or
telex or fax number by giving the other party notice of the change in any manner
permitted by this Agreement.

21.      ENFORCEMENT OF RIGHTS.  Debtors agree to reimburse Lender for all costs
and expenses  (including  attorneys'  fees) incurred by the Lender in protecting
and enforcing this Agreement.  Lender may file one or more financing  statements
or other  evidence of its security  interest,  signed only by the Debtors or the
Lender,  or  both.  Each  of Tom  M.  Djokovich,  The  Access  Holdings  Limited
Partnership, and Alfred Urcuyo shall be deemed a third party beneficiary to this
Agreement with full rights of enforcement as matters set forth at Sections

22.      ACCELERATION OF DEBT.  Upon  the occurrence of  any condition listed in
Section 16 hereof, subject to cure pursuant to Section 18 hereof, and subject to
the provisions of Section 19 hereof,  all  obligations and sums owing by Debtors
to Lender  (whether or not evidenced by the Note) shall become  immediately  due
and payable,  any note or other agreement to the contrary  notwithstanding,  and
Lender  shall  have all the  rights and  remedies  given a secured  party by the
Uniform Commercial Code. To the fullest extent permissible, Debtors hereby waive
and disclaim all rights given to a Debtors,  including  the right to enforce any
and all duties imposed upon a secured party by the Uniform  Commercial  Code. If
the sum realized from any disposition of the Collateral is not sufficient to pay
all  obligations  secured by this  Agreement,  Debtors  promise and agree to pay
Lender the deficiency.  Upon Debtors' default,  Lender shall not be obligated to

                                       14

<PAGE>

resort to any security  held by it hereunder or  otherwise,  but may enforce all
obligations owed by Debtors to it by any lawful means, in the same manner and to
the same extent as if no such  security were held by Lender.  Debtors  expressly
agree that Lender may apply  against  any  proceeds  of any  disposition  of the
Collateral upon Debtors' default all their attorneys' fees and legal expenses
incurred by it in the securing of payment therefrom.

23.      RIGHTS CUMULATIVE.   All rights and remedies granted Lender by (i) this
Agreement,  (ii) any other agreement Lender may now, or in the future, have with
Debtors,  (iii)  the  Uniform  Commercial  Code,  or (iv)  otherwise,  shall  be
cumulative and not in the alternative.

24.      NO  WAIVER.   No waiver by Lender shall be effective  unless in writing
signed by Lender,  and it shall be  effective  only to the  extent  specifically
stated in said  writing.  No failure to exercise,  or delay in  exercising,  any
right or remedy by Lender shall be a waiver.

25.      ATTORNEYS' FEES, ETC.  If  any  party  thereto  brings  any  action  or
proceeding  against  any other party for any cause  dependent  hereon or arising
hereunder or connected herewith, the prevailing party shall have and recover the
prevailing  party's  reasonable  attorneys' and accountants'  fees and costs and
expenses in connection therewith.  Specifically,  and without limitation, Lender
also have and recover from Debtors the reasonable  attorneys'  and  accountants'
fees and legal expenses  incurred in exercising its rights following any default
by Debtors.

26.      SEVERABILITY. Should any of the provisions of this Agreement be for any
reason  invalid,  the  invalidity  thereof  shall  not  affect  any of the other
provisions  of this  Agreement,  and all  invalid  provisions  hereof  shall  be
disregarded to the extent of their invalidity.

27.      NO  OFFSET.   The  enforcement  of  this  Agreement  and  the  monetary
obligations  secured  hereby shall not be subject,  in whole or in part,  to any
alleged  offset or claim which the Debtors or their  successors  in interest may
assert against Lender.

28.      SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall bind and
inure to the benefit of the parties hereto and their successors and assigns.

29.      ENTIRE  AGREEMENT.  This Agreement constitutes the entire  agreement of
the  parties in relation to the subject  matter  hereof  except as  supplemented
and/or  complemented  by a  Revolving  Line of Credit  Secured  Promissory  Note
between  Lender  and  Debtors,  of even  date,  and  supersedes  all  prior  and
contemporaneous agreements,  representations, and understandings of the parties.
No  supplement,  modification,  or amendment of this  agreement  will be binding
unless  executed  in  writing  by  all  the  parties.  No  waiver  of any of the
provisions of this  agreement will  constitute a waiver of any other  provision,
whether or not similar,  nor will any waiver constitute a continuing  waiver. No
waiver will be binding unless executed in writing by the party making the
waiver.

30.      GOVERNING  LAW.  This  Agreement  will  be construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of California  without  regard to or  application  of conflict of laws
principles.


                                       15

<PAGE>

31.      VENUE.  Venue in any action arising by reason of this  Agreement  shall
lie exclusively in Los Angeles County, California.

32.      FORUM  SELECTION.   Any  litigation  hereunder  shall  be  brought  and
litigated exclusively in the state courts sitting in Orange County,  California,
or in the United States District Court(s) sitting in Orange County,  California.
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,  Debtors  and  Lender  have  hereunto  made  this
Agreement effective as of the day and year first hereinabove written.

                                      Debtors:

                                      APC:

                                      ACCESSPOINT CORPORATION,
                                      a Nevada corporation

                                      By: __________________________________
                                             Tom M. Djokovich, CEO



                                      PSI:

                                      PROCESSING SOURCE INTERNATIONAL,
                                      a California corporation


                                      By: __________________________________
                                              Alfred Urcuyo, President




                                       16

<PAGE>


                                      Lender:

                                      NET INTEGRATED SYSTEMS LTD.,
                                      a Bermuda corporation


                                      By: __________________________________
                                              William R. Barber, President




















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