SECURED LOAN AGREEMENT


     THIS SECURED LOAN AGREEMENT ("Agreement") is made effective as of the 15th
day of October, 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 MERCHANTS
BILLING SERVICES, INC., a Nevada 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 specified as "Collateral" herein, with regard to which
Debtor possesses the right to grant a security interest hereunder to Lender,
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 and\or the officers of
PSI or APC with respect to which the monies have been made.


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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.

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

     "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' Accounts
with, Instruments issued by, and funds received from, Chase Merchant Services,
LLC and\or The Chase Manhattan Bank and\or any of their affiliated entities,
whether now owned or in the future acquired by Debtors and whether now existing
or in the future coming into existence (collectively, the "Collateral"). The
Collateral shall include, without limitation, all Proceeds and products in
whatever form of all or any part of the Collateral, including all profits,
income and benefits thereof.

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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. (Intentionally omitted.)

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 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 additional Collateral 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;

         10.3. 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, 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 secured
Instruments and Accounts to be transferred of record into the name of the Lender
or its nominee (and the Lender agrees that if any such Instrument or Account 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 Collateral).

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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 or Instruments, (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 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 Collateral 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
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.

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         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 failure 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 failure to comply with any of their
 obligations under this Agreement.

17. Remedies in Event of Default. After a Default hereunder, 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;

         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;

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         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, cure the default within five (5) Days. As used
herein, the word "Days" shall refer to calendar days.

19. (Intentionally omitted.)

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.

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

         If to Debtors:

                                    ACCESSPOINT CORPORATION
                                    2533 N. Carson Street, Suite 5198
                                    Carson City, NV  89076

                                    PROCESSING SOURCE INTERNATIONAL
                                     2533 N. Carson Street, Suite 5198
                                    Carson City, NV  89076

         If to Lender:

                                    MERCHANTS BILLING SERVICES, INC.
                                    6171 West Century Boulevard, 2nd Floor
                                    Los Angeles, California  90045

         With a copy to:

                                    Mr. William R. Barber
                                    c/o Sheraton Gateway Hotel
                                    Penthouse Suite
                                    6101 W. Century Boulevard
                                    Los Angeles, California 90045

         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 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 ,if necessary, by the Debtors or
the Lender, or both.

22. Acceleration of Debt. Upon the occurrence of any condition listed in Section
16 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 Debtor, 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 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.

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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 shall also
have and recover from Debtors the reasonable attorneys', experts' and
accountants' fees and 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.

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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.

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 Los Angeles County, California, or in
the United States District Court(s) sitting in Los Angeles 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:

                                ACCESSPOINT CORPORATION,
                                a Nevada corporation

                                By: __________________________________
                                    William Barber, CEO



                                PROCESSING SOURCE INTERNATIONAL,
                                a California corporation


                                By: __________________________________
                                    William Barber, President


                                Lender:

                                MERCHANTS BILLING SERVICES, INC.,
                                a Nevada corporation


                                By: __________________________________
                                    Becky Takeda, President



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