REVOLVING LINE OF CREDIT
                            SECURED PROMISSORY NOTE

                       Pursuant to Secured Loan Agreement

                                October 15, 2002

     For value received, the undersigned, ACCESSPOINT CORPORATION, a Nevada
corporation ("APC"), and PROCESSING SOURCE INTERNATIONAL, INC., a California
corporation ("PSI") (collectively, "Maker"), hereby jointly and severally
promise to pay to MERCHANTS BILLING SERVICES, INC., a Nevada 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 no interest, 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 Company.

     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 One Hundred Thousand Dollars ($100,000.00) 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 on the twelfth day of each month up
to and including October 12, 2003, at which time the full amount of principal
and interest shall be due; provided, however, that, at Holder's option, payment
of principal and accrued unpaid interest shall be immediately due upon the
occurrence of any of the following: upon the written demand of Holder, or upon
material default by APC or PSI hereunder or under the terms of the Master
Support Services Agreement between PSI and MBS, dated as of October 15, 2002, or
in the event of termination of the Master Support Services Agreement, 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

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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) 846-1156 with a copy to Holder at
(310) 846-2522 or such other facsimile 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.

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     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.

     This Note is secured by, and subject to, the terms of the Secured Loan
Agreement (as set forth above) 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: __________________________________
                                       William Barber, CEO


                                   PROCESSING SOURCE INTERNATIONAL, INC.,
                                   a California corporation

                                   By: __________________________________
                                       William Barber, President




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