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                                                                  Exhibit 10.31

                             VSOURCE INC.
                          EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Vsource, Inc. Employee Stock Purchase Plan (the "Plan") is
to provide an opportunity for employees of Vsource, Inc. (the "Company") and
its Participating Subsidiaries (as defined herein) to purchase shares of common
stock, par value $0.01 per share, of the Company ("Common Stock") at a discount
through voluntary automatic payroll deductions. The Plan is intended to qualify
as an "employee stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of the Plan shall be
construed in a manner consistent with the requirements of that section of the
Code.

1. SHARES SUBJECT TO PLAN. An aggregate of seven million (7,000,000) shares
of Common Stock (the "Shares") may be sold pursuant to the Plan. Such Shares
may be authorized but unissued Common Stock, treasury shares or Common Stock
purchased by the Company in the open market. If there is any change in the
outstanding shares of Common Stock by reason of a stock dividend or
distribution, stock split-up, recapitalization, combination or exchange of
shares, or by reason of any merger, consolidation or other corporate
reorganization in which the Company is the surviving corporation, the number of
Shares available for sale shall be equitably adjusted by the Committee
appointed to administer the Plan to give proper effect to such change.

2. ADMINISTRATION. The Board of Directors of the Company ("Board") shall
appoint a committee consisting of at least two of its members, that will have
the authority and responsibility for the day-to-day administration of the
Plan(the "Committee"). Each member of the Committee shall be a "non-employee
director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934
("Rule 16b-3") (or any successor to such Rule) as now or hereafter amended. The
Committee shall have the authority to make rules and regulations governing the
administration of the Plan, and any interpretation or decision made by the
Committee regarding the administration of the Plan shall be final and
conclusive. The Committee may determine prior to each Enrollment Period (as
defined in paragraph 7) to limit the number of Shares which may be offered with
respect to that Enrollment Period and the manner of allocating the Shares among
eligible employees. The Committee may delegate its responsibilities for
administering the Plan to any one or more persons as the Committee deems
necessary or appropriate; provided, however, that the Committee may not
delegate its responsibilities under this Plan to the extent such delegation
would cause the Plan to fail to satisfy the administration requirements as
defined in Rule 16b-3 (or any successor to such Rule). No Board or Committee
member shall be liable for any action or determination made in good faith with
respect to the Plan or any Shares offered hereunder.

3. ELIGIBILITY.
  (a) All full-time employees of the Company and of any Participating
Subsidiary of the Company, which has been specifically designated by the Board
as participating in the Plan, shall be eligible to participate in the Plan.
For purposes of the Plan, a "Participating Subsidiary" means any present or
future parent or subsidiary corporation of the Company (within the meaning of
Section 424(e) or (f) of the Code) that is specifically designated by the Board
as a participant in the Plan by written instrument delivered to the designated
Participating Subsidiary. Such written instrument shall specify the effective
date of such designation and shall become, as to such Participating Subsidiary
and persons in its employment, a part of the Plan. The terms of the Plan may be
modified as applied to any Participating Subsidiary only to the extent
permitted under Section 423 of the Code. Transfers of employment among the
Company and any Participating Subsidiary shall not be considered a termination
of employmenthereunder. Any Participating Subsidiary may, by appropriate action
of its Board

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of Directors, terminate its participation in the Plan. The Board may, in its
discretion, terminate a Participating Subsidiary's participation in the Plan at
any time.

        (b) Notwithstanding paragraph 3(a), the following employees shall not be
eligible to participate in the Plan: (1) employees who have been employed by the
Company or a Participating Subsidiary for less than six (6) months prior to an
Enrollment Date, (2) employees whose customary employment by the Company or a
Participating Subsidiary is 20 hours or less per week, (3) employees whose
customary employment by the Company or a Participating Subsidiary is for not
more than five months in any calendar year, and (4) employees who, as of the
first day of an Enrollment Period, would own shares possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company or
any parent or subsidiary (within the meaning of Code Section 424(e) or (f).

4.  PARTICIPATION.

        (a) An eligible employee may elect to participate in the Plan as of any
Enrollment Date. "Enrollment Dates" shall occur on the first day of an
Enrollment Period (as defined in paragraph 7(a)). Any such election shall be
made by completing and forwarding an enrollment and payroll deduction
authorization form to the designated Plan representative prior to such
Enrollment Date, authorizing payroll deductions in an amount (to be specified as
a whole percentage) not greater than 10% and not less than 1% of the employee's
Compensation (as defined below) for the payroll period to which the deduction
applies. A participating employee may discontinue his or her participation in
the Plan as provided in paragraph 6 hereof. Subject to the limitations in this
paragraph 4(a), a participant may increase or decrease the rate of his or her
payroll deductions during the Enrollment Period by completing and filing with
the Company a revised payroll deduction form authorizing a change in payroll
deduction rate. The Committee may, in its discretion, limit the number of
participation rate changes during any Enrollment Period. A change in the rate of
participation during an Enrollment Period shall be effective with the second
full payroll period following the Company's receipt of the revised payroll
deduction form unless the Company elects to process a given change in
participation more quickly. All contributions to the Plan will be through
payroll deductions as specified above, and no direct contributions to the Plan
will be permitted.

        (b) For purposes of this Plan, the term "Compensation" means the
participating employee's base salary and, at the participating employee's
election, incentive compensation, bonus or similar payments not made or payable
on a regular basis at each regular pay period date), in each case determined
before any deductions for salary deferrals under any applicable Code Section
401(k) plan in which the employee is a participant, and before any deduction for
required federal or state withholding taxes and any other amounts which may be
withheld pursuant to the Company's medical or health plans, retirement or
provident plans or otherwise. Any amounts payable to a participating employee
during an Enrollment Period not described in the preceding sentence shall not be
treated as Compensation for purposes of this Plan.

        (c) Subject to the limitations set forth in paragraph 7, a participant
(i)who has elected to participate in the Plan pursuant to paragraph 4(a) as of
an Enrollment Date and (ii) who takes no action to change or revoke such
election as of the next following Enrollment Date and/or as of any subsequent
Enrollment Date shall be deemed to have made the same election, including the
same attendant payroll deduction authorization, for such next following and/or
subsequent Enrollment Date(s) as was in effect immediately prior to any such
Enrollment Date.

        (d) If participation in this Plan is extended to the employees of
Participating Subsidiaries that are not located in the United States then,
unless otherwise specified by the Committee, payroll deductions made with
respect to any such employees in currencies other than the United States dollar

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shall be accumulated in the currency in which such payroll is otherwise made and
shall be converted to United States dollars at the applicable exchange rate (as
determined by the Committee) in effect on the applicable Enrollment Date.

5.  PAYROLL DEDUCTION ACCOUNTS.  The Company shall establish a "Payroll
Deduction Account" for each participating employee, and shall credit all payroll
deductions made on behalf of each employee pursuant to paragraph 4 to his or her
Payroll Deduction Account. No interest shall be credited to any Payroll
Deduction Account.

6.  WITHDRAWALS.  A participating employee may withdraw from the Plan at any
time up to the date that is 30 days before the end of an Enrollment Period by
completing and forwarding a written notice of withdrawal to the designated Plan
representative, in accordance with the procedures established by the Committee.
Upon receipt of such notice, payroll deductions on behalf of the employee shall
be discontinued commencing with the following payroll period, and such employee
may not again be eligible to participate in the Plan until the second succeeding
Enrollment Period following the date of such employee's notice of withdrawal.
Amounts credited to the Payroll Deduction Account of any employee who withdraws
shall be paid to him or her in cash, without interest thereon, as soon as
practicable after receipt of the notice of withdrawal.

7.  ENROLLMENT PERIODS.

    (a) Enrollment in the Plan shall be implemented by consecutive six-month
"Enrollment Periods" with a new Enrollment Period commencing on the first
trading day on or after the first day of each May and November during the term
of the Plan, or on such other date as the Committee shall determine, and
continuing thereafter to the end of such period, subject to termination in
accordance with paragraph 17 hereof. The first Enrollment Period hereunder shall
commence on November 1, 2001 or such other date as the Committee shall
determine. The Committee shall have the power to change the duration of
Enrollment Periods (including the commencement dates thereof) with respect to
future offerings. Payroll deductions made on behalf of each participating
employee during an Enrollment Period shall, except as otherwise provided in
paragraphs 6 or 12 hereof, be used to purchase Shares under the Plan on the
applicable Share Purchase Date following the end of the Enrollment Period, as
provided in paragraph 7(b).

      (b) The fifth business day following the end of each Enrollment Period
prior to the termination of the Plan (or such other trading date as the
Committee shall determine) shall constitute the purchase dates (the "Share
Purchase Dates") on which each participating employee for whom a Payroll
Deduction Account has been maintained shall purchase that number of Shares
determined in accordance with paragraph 8(a).

8.  PURCHASE OF SHARES.

    (a) Subject to the limitations set forth in paragraph 7, each employee
participating in an offering shall have the right to purchase as many whole and
fractional Shares as may be purchased with the amounts credited to his or her
Payroll Deduction Account as of the last day of the Enrollment Period
immediately preceding the applicable Share Purchase Date (the "Cutoff Date"). On
each Share Purchase Date, the amount credited to each participating employee's
Payroll Deduction Account as of the immediately preceding Cutoff Date shall be
applied to purchase as many whole and fractional Shares as may be purchased with
such amount at the Purchase Price determined under paragraph 8(b).

   (b) The "Purchase Price" for Shares purchased under the Plan shall be equal
to 85% of the "fair market value" of the Company's Common Stock on the first day
of the Enrollment Period or on the last day of the Enrollment Period, whichever
amount is lower. For all purposes under the Plan, the "fair market value" of a
share of the Company's Common Stock on any relevant date shall be determined in
accordance with the following provisions:

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       (i) If the Common Stock is at the time traded on the Nasdaq National
Market, then the fair market value shall be the closing sales price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the Nasdaq National
Market. If there is no closing sales price for the Common Stock on the date
in question, then the fair market value shall be the closing sales price on
the last preceding date for which such quotation exists.

       (ii) If the Common Stock is at the time listed on any Stock Exchange,
then the fair market value shall be the closing sales price per share of
Common Stock on the date in question on the Stock Exchange determined by
the Committee to be the primary market for the Common Stock, as such price
is officially quoted in the composite tape of transactions on such
exchange. If there is no closing sales price for the Common Stock on the
date in question, then the fair market value shall be the closing sales
price on the last preceding date for which such quotation exists.

       (iii) If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the Nasdaq National Market, then the fair market
value shall be determined by the Committee after taking into account such
factors as the Committee shall deem appropriate.

       The Committee shall have the authority to establish a different Purchase
Price as long as any such Purchase Price complies with the provisions of Section
423 of the Internal Revenue Code.

   (c) Notwithstanding the foregoing, the Company shall not permit the
exercise of any right or option to purchase Shares which would permit an
employee's rights to purchase shares under this Plan, or under any other
qualified employee stock purchase plan maintained by the Company or any
subsidiary, to accrue during any calendar year at a rate in excess of $25,000 of
the fair market value (as defined in paragraph 8(b) hereof) of such shares,
determined at the time such rights are granted for each calendar year in which
the right is outstanding at any time. For purposes of this paragraph 8(c), the
provisions of Code Section 424(d) shall apply in determining the stock ownership
of an employee. Payroll deductions that are limited by this paragraph 8(c) shall
re-commence at the rate provided in such participant's payroll deduction
authorization at the beginning of the first Enrollment Period that is scheduled
to end in the following calendar year, unless the participant changes the amount
of his payroll deduction authorization pursuant to paragraph 4, withdraws from
the Plan as provided in paragraph 6 or is terminated from participating in the
Plan as provided in paragraph 12.

    (d) Any amounts remaining in an employee's Payroll Deduction Account in
excess of the amount that may properly be applied to the purchase of Shares
shall remain in such account to purchase Shares as of the next following Share
Purchase Date, unless the Plan is subsequently terminated or the employee
otherwise ceases to participate in the Plan, in which event such excess shall be
refunded to the employee as soon as practicable, without interest thereon.

9.  BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS.  By enrolling in the Plan,
each participating employee shall be deemed to have authorized the establishment
of a brokerage account on his or her behalf at a securities brokerage firm
selected by the Committee. Alternatively, the Committee may provide for Plan
share accounts for each participating employee to be established by the Company
or by an outside entity selected by the Committee (a "custodian") which is not a
brokerage firm. Shares purchased by an employee pursuant to the Plan shall be
held in the employee's brokerage or Plan share account ("Plan Share Account") in
his or her name.

10.  RIGHTS AS STOCKHOLDER.  A participating employee shall have no rights as
a stockholder with respect to Shares under this Plan until payment for such
Shares has been completed at the close of business on the relevant Share

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Purchase Date, and upon such payment the employee shall have all rights (voting
and otherwise) with respect to such Shares. With respect to any Shares held in
an employee's Plan Share Account, the Company or the custodian, as the case may
be, shall, in accordance with procedures adopted by the Company or the
custodian, facilitate the employee's voting rights attributable thereto. All
dividends attributable to any Shares held in an employee's Plan Share Account
shall, in accordance with separate procedures to be adopted by the Company or
the custodian and subject to any rights of withdrawal specified above, be held
and will be used for the purchase of Shares on any Share Purchase Date at the
applicable Purchase Price hereunder.

11.  CERTIFICATES;  TRANSFER  RESTRICTIONS;  NOTICE  OF  DISPOSITION.

     (a) Certificates for Shares purchased under the Plan will not be issued
automatically. However, certificates for whole and fractional Shares purchased
under the Plan shall be issued as soon as practicable following an employee's
written request. The Company may impose a reasonable charge for the issuance of
such certificates. Such certificates will only be issued in the employee's name
and not in any street name or in any other fashion. The Committee may cause
Shares issued under the Plan to bear such legends or other appropriate
restrictions, and the Committee may take such other actions, as it deems
appropriate in order to reflect the transfer restrictions set forth in paragraph
11(b) and to assure compliance with applicable laws.

     (b) Shares purchased under the Plan may be sold at any time at the
discretion of the employee purchasing such shares.

     (c) Each participant shall notify the Company in writing if the participant
disposes of any of the shares purchased pursuant to this Plan if such
disposition occurs less than two (2) years from the first day of the Enrollment
Period with respect to which such shares were purchased (the "Notice Period").
The Company may, at any time during the Notice Period, place a legend or legends
on any certificate representing shares acquired pursuant to this Plan requesting
the Company's transfer agent to notify the Company of any transfer of the
shares. The obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on the certificates.

12.  TERMINATION OF EMPLOYMENT.

     (a) Payroll deductions on behalf of a participating employee shall be
discontinued, and the employee shall be considered to have immediately withdrawn
from the Plan, upon the first to occur of (i) a termination of a participating
employee's employment with the Company or a Participating Subsidiary for any
reason whatsoever (including but not limited to a transfer to a
non-Participating Subsidiary), (ii) the giving of notice by a participating
employee of such employee's intent to terminate employment without cause, where
such employee is required under the terms of such employee's employment
agreement to give notice to the Company or a Participating Subsidiary of such
employee's intent to terminate employment, (iii) the employee otherwise ceasing
to be eligible to participate in the Plan within the meaning of paragraph 3
hereof, or (iii) the occurrence of any circumstances described in paragraph
12(c) below. Upon any withdrawal from the Plan pursuant to this paragraph 12,
any amounts then credited to the employee's Payroll Deduction Account shall be
paid to the employee, without interest thereon, as soon as practicable following
such withdrawal and shall not be used to purchase Shares.

     (b) If a participating employee's participation in the Plan is terminated
under paragraph 12(a), any Shares purchased under the Plan that are held by the
Company, or by custodian or other authorized brokerage firm under paragraph 9
hereof, shall, within a reasonable period following such termination of
participation, be issued to such employee subject to the procedures and
limitations set forth in paragraph 11(a).

     (c) For purposes of this Section 12, an employee will not be deemed to have

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terminated employment or failed to remain in the continuous employ of the
Company or of a Participating Subsidiary in the case of sick leave, military
leave, or any other leave of absence approved by the Committee provided that
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such leave is for a period of not more than ninety (90) days or reemployment
upon the expiration of such leave is guaranteed by contract or statute.

13.  RIGHTS NOT TRANSFERABLE.  Rights granted under this Plan are not
transferable by a participating employee, and are exercisable during an
employee's lifetime only by the employee.

14.  EMPLOYMENT RIGHTS. Neither participation in the Plan, nor the exercise
of any right or option granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or of any parent or
subsidiary.

15.  APPLICATION OF FUNDS.  All funds received by the Company for Shares sold
by the Company on any Share Purchase Date pursuant to this Plan may be used for
any corporate purpose. No interest shall be paid or credited to any participant.

16.  SECURITIES LAWS.  Sales of Shares under the Plan are subject to, and
shall be accomplished only in accordance with, the requirements of all
applicable securities and other laws. The Company shall not be obligated to
issue any Shares under the Plan at any time when the offer, issuance or sale of
Shares covered by any right hereunder has not been registered under the
Securities Act of 1933, as amended, or does not comply with such other state,
federal or foreign laws, rules or regulations, or the requirements of any stock
exchange upon which the Shares may then be listed, as the Company or the
Committee deems applicable and, in the opinion of legal counsel for the Company,
there is no exemption from the requirements of such laws, rules, regulations or
requirements available for the offer, issuance and sale of such shares. Further,
all Shares acquired pursuant to the Plan shall be subject to the Company's
policies concerning compliance with securities laws and regulations, as such
policies may be amended from time to time. The terms and conditions of rights to
purchase shares granted hereunder to, and the purchase of Shares by, persons
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), shall comply with any applicable provisions of Rule 16b-3. As
to such persons, this Plan shall be deemed to contain, and such rights shall
contain, and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required from time to time by
Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange
Act with respect to Plan transactions.

17.  AMENDMENTS AND TERMINATION.  The Committee may amend the Plan at any
time, provided that no amendment of the Plan shall be made without stockholder
approval if stockholder approval is required by law, regulation, or stock
exchange rule. The Committee may suspend the Plan or discontinue the Plan at any
time for any reason. Upon any such suspension or termination of the Plan, all
payroll deductions shall cease and all amounts then credited to participating
employees' Payroll Deduction Accounts shall be refunded, without interest
thereon.

18.  APPLICABLE LAWS.  The Company's obligation to offer, issue, sell or
deliver Shares under the Plan is at all times subject to all approvals of and
compliance with any governmental authorities (whether domestic or foreign)
required in connection with the authorization, offer, issuance, sale or delivery
of Shares, as well as all federal, state, local and foreign laws. Without
limiting the scope of the preceding sentence, and notwithstanding any other
provision in the Plan to the contrary, the Company shall not be obligated to
offer, issue, sell or deliver Shares under the Plan to any employee who is a
citizen or resident of a jurisdiction the laws of which, for reasons of its
public policy, prohibit the Company from taking any such action with respect to
such employee.

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19.  EXPENSES.  Except to the extent provided in paragraph 11, all expenses
of administering the Plan, including expenses incurred in connection with the
purchase of Shares for sale to participating employees, shall be borne by the
Company and its qualified subsidiaries.

20.  COMMITTEE  RULES  FOR  LOCAL  JURISDICTIONS.

     (a) The Committee may adopt rules or procedures relating to the operation
and administration of this Plan to accommodate the specific requirements of
local laws and procedures if participation in this Plan is extended to employees
of qualified subsidiaries located outside of the United States. Without limiting
the generality of the foregoing, the Committee is specifically authorized to
adopt rules and procedures regarding handling of payroll deductions, conversion
of local currency, payroll tax withholding procedures and handling of stock
certificates which vary with local law requirements.

     (b) If participation in this Plan is extended to employees of qualified
subsidiaries located outside of the United States, the Committee may also adopt
sub-plans applicable to particular subsidiaries or locations, which sub-plans
may be designed to be outside the scope of Code Section 423. The rules of such
sub-plans may take precedence over other provisions of this Plan, but unless
otherwise superseded by the terms of any such sub-plan, the provisions of this
Plan shall govern the operation of any such sub-plan.

21.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.  Nothing contained in this Plan shall
be deemed to give any employee the right to be retained in the employ of the
Company or of any subsidiary or to interfere with the right of the Company or
subsidiary, subject to any written employment contract to the contrary, to
discharge any employee at any time.

22.  EQUAL RIGHTS AND PRIVILEGES.  All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Code Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Code Section 423 or any successor provision
of the Code shall, without further act or amendment by the Company, the
Committee or the Board, be reformed to comply with the requirements of Code
Section 423. This paragraph 22 shall take precedence over all other provisions
in this Plan.

23.  GOVERNING LAW.  This Plan shall be governed by and construed in
accordance with Delaware law, except for its conflicts of laws principles to the
extent they might lead to the application of the laws of another jurisdiction.

24.  TERM OF THE PLAN.  The Plan shall be effective upon the date of its
approval by the stockholders of the Company. Except with respect to rights then
outstanding, if not sooner terminated under the provisions of paragraph 17, the
Plan shall terminate upon, and no further payroll deductions shall be made and
no further rights to purchase shares shall be granted after, December 31, 2011.