LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
                    -----------------------------------------


     THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into as of the  `Effective  Date" (as  defined in  Section  1.1  below),  by and
between ACCESSPOINT CORPORATION,  a Nevada corporation (`"Tenant") and MERCHANTS
BILLING SERVICES, INC., a Nevada corporation ("Transferee").

                                    RECITALS
                                    --------

     A. Tenant  entered into a certain  Office  Lease dated as of September  30,
2002 ("Lease"),  for the lease of  approximately  11,172 rentable square feet of
space on the Second Floor,  known as Suite 200  ("Premises")  of 6171 W. Century
Boulevard,  Los Angeles,  California 90045 (the  "Building").  Capitalized terms
used herein without definition shall have their respective meanings set forth in
the Lease.

     B. Tenant desires to assign to Transferee as of the "Effective Date" all of
its  right,  title and  interest  in and to the  Lease  (the  Assignment"),  and
Transferee is willing to accept from Tenant such  Assignment  and to assume each
and all of the  obligations  of the  "Tenant"  under the  Lease to be  performed
following the Effective Date.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged,  the parties hereto  covenant and
agree as follows~

     1.   Tenant's Assignment.
          -------------------

          1.1  Assignment.  Tenant  hereby  assigns,  sells,  conveys  and
otherwise transfers to Transferee all of Tenant's right,  title and interest in
and to the Lease, effective on the date of full execution of this Agreement (the
"Effective Date").

     2.   Assumption by Transferee.
          ------------------------

          2.1  Assumption.  Transferee hereby accepts all of Tenant's right,
title and interest in and to the Lease,  and, from and after the Effective Date,
assumes and agrees to be bound by and perform,  as a direct  obligation of
Transferee to the Building's SubLandlord and Landlord, each and all of the
obligations, terms, covenants and agreements of the "Tenant" under the Lease.

          2.2  Condition of the Premises. Transferee acknowledges that
Transferee has inspected the Premises and accepts the Premises in their existing
"AS IS" condition. No representations or warranties of any kind, express or
implied, have been made by the Building's SubLandlord, Landlord or Tenant or any
agent of the Building's SubLandlord, Landlord or Tenant to Transferee regarding
the Premises.

                                       1
<PAGE>




     3.   General Provisions.
          ------------------

          3.1  Lease in Force. Except as otherwise set forth in this Agreement,
all provisions of the Lease shall remain unchanged and in full farce and effect
and are hereby ratified and confirmed.

          3.2  Litigation Expenses. If any party herein shall bring an action
against the other by reason of the breach of any covenant, warranty or condition
hereof, or otherwise arising out of this instrument, or the relationship hereby
created, whether for declaratory or other relief, the prevailing party in such
suit shall be entitled to all costs, expenses and charges incurred by it in such
actions, including, without limitation, reasonable attorneys' fees and costs,
which shall be payable, whether or not such action is prosecuted to judgment.
"Prevailing Party" within the meaning of this paragraph shall include, without
limitation, a party who brings an action against the other after the other's
breach or default, if such action is dismissed upon the others payment of the
sums allegedly due or performance of the covenants allegedly breached, or if the
plaintiff obtains substantially the relief sought by it in the action. The
prevailing party shall also be entitled to its attorneys' fees, casts and
expenses incurred in any postjudgment proceedings to coiled and enforce the
judgment. This provision is separate and several and shall survive the merger of
this Agreement into any judgment on this Agreement.

          3.3  Notices. Any notice, approval or other communication under this
Agreement shall be in writing and shall be given by registered or certified mail
or by a nationally recognized overnight courier, such as FedEx or Airborne
Express, or delivered personally to the party's mailing address set forth below:

    TENANT:         ACCESSPOINT CORPORATION
                    2533 N. Carson Street
                            Suite 5196
                    Carson City, Nevada 89706

    TRANSFEREE:     MERCHANTS BILLING SERVICES, INC.
                    Attn: General Counsel
                    6171 W. Century Boulevard
                            Suite 200
                    Los Angeles, California 90045

     Any party may change  its  mailing  address  at any time by giving  written
notice of such  change to the other  parties  in the manner  provided  herein at
least ten (10) days  prior to the date such  change is  effective.  All  notices
under this Agreement  shall be deemed given upon the earlier of receipt or three
(3) days after the date it was mailed as provided in this  Section  4.3, if sent
by registered or certified  mail, or one (1) day after delivery to the overnight
courier, or upon the date personal delivery is made; provided, however, that any
refusal to accept delivery shall be deemed to constitute receipt.

          3.4 Conflict. In the event of any conflict between the provisions of
the Lease and this Agreement, the provisions of this Agreement shall govern.

          3.5 Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective executors,
administrators, successors and assigns.

                                       2
<PAGE>

          3.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall
constitute one instrument. It shall not be necessary in making proof of this
Agreement to account for more than one counterpart.



     IN WITNESS  WHEREOF,  the parties have executed this Agreement on the dates
set forth below


                                                TENANT:

                                                ACCESSPOINT CORPORATION,
                                                a Nevada corporation

                                                By:


                                                TRANSFEREE:

                                                MERCHANTS BILUNG SERVICES, INC.,
                                                a Nevada corporation

                                                By

                                                Name: Becky Takeda
                                                Title:    President


                                                Dated: September 30, 2002

                                       3
<PAGE>

CARLSSERG
MANAGEMENT COMPANY

oI I WEST CENTURY BOULEVARD, ELITE 100
LOS ANGELES, CALIFORNIA 9004~

WET OFFICE BOX 92006
[.03 ANGELES, CALIFORNIA 90009-2026
 V0 258~9000   FAX: 210 258.9009


     January 24, 2003

     Mr. Jerald S. Howe, Jr.
     Senior Vice President and General Counsel
     Veridian Corporation
     1200 S. Hayes Street, Suite 1100 Arlington, VA 22202

     Re:  Lease Assignment & Assumption  Agreement for 6171 W. Century Boulevard
          Between  Accesspoint  Corporation  ("Tenant")  and  Merchants  Billing
          Services, Inc. ("Transferee")

     Dear Mr. Howe:

     6171, Ltd., a California  limited  partnership,  the owner of Carlsberg LAX
Center,  approves the assignment  document  referenced  above.  This approval is
effective so long as Veridian Corporation,  the Master Lease guarantor,  remains
fully liable for the Master Lease as outlined in Exhibit "E" (Guaranty of Lease)
of the Master Lease between 6171, Ltd. and Veritect, Inc.

     It is also  understood  that  Veridian  Commercial  Operations,  Inc.  is a
wholly-owned subsidiary of Veridian Corporation

     Sincerely yours,

     6171, LTD.,
     a California limited partnership
     By CARLSBERG PROPERTIES, INC.,
     a California corporation
     William W. Geary
     ----------------
     Its:   President
     ----------------

     WWG/es
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