Exhibit 10.12


                            WARRANT HOLDER AGREEMENT


     THIS WARRANT HOLDER AGREEMENT (this "Agreement") is made by and between the
Warrant Holder (as identified on the signature page hereto) and VSource, Inc., a
Delaware  corporation  ("Parent"),  with  reference  to  the  following  facts:

     A.     Parent,  OTT  Acquisition  Corp.,  a  California  corporation  and a
wholly-owned  subsidiary  of  Parent  ("Merger  Sub"),  Online  Transaction
Technologies,  Inc.,  a  California  corporation  (the  "Company"), and Colin P.
Kruger  and Michael Shirman (the "Founders"), have entered into an Agreement and
Plan  of  Merger dated as of December 14, 2000 (the "Merger Agreement"), whereby
Merger  Sub will be merged with and into the Company (the "Merger"), the Company
will be the surviving corporation and become a wholly-owned subsidiary of Parent
and  shares  of the common stock of Parent will be issued to the shareholders of
the  Company.

     B.     The Warrant Holder is the holder of a warrant to purchase the number
of  shares  of  common stock of the Company set forth under the Warrant Holder's
name  on  the  signature  page  hereto  (the  "Warrant").

     C.     The Warrant Holder believes that the Merger is in the best interests
of  the  Warrant  Holder.

     D.     It is a condition precedent to Parent's obligation to consummate the
Merger  that  the  Warrant  Holder execute and deliver this Agreement to Parent.

     NOW  THEREFORE, in consideration of the foregoing, the parties hereby agree
as  follows  (capitalized  terms  not  defined  herein  shall  have the meanings
ascribed  to  them  in  the  Merger  Agreement):

     1.     The  Warrant  Holder hereby acknowledges that the Warrant Holder has
carefully  read  the  Merger  Agreement  (including, without limitation, Section
2.1(e),  which provides for the issuance of a Replacement Warrant to the Warrant
Holder),  this Agreement and the Information Statement, dated December 14, 2000,
delivered  by  the Company on behalf of Parent to the Warrant Holder, and either
has  been  represented  by  independent counsel who has explained to the Warrant
Holder  the  meaning  and  legal  consequences  of the Merger Agreement and this
Agreement  or  has  determined  not  to  obtain  such  independent  counsel.

     2.     The  Warrant  Holder  hereby agrees to be bound by the provisions of
Section  2.1(e)  of  the  Merger  Agreement.

     3.     The  Warrant  Holder  hereby  represents  and  warrants to Parent as
follows  (it  being  agreed by the Warrant Holder that these representations and
warranties  are  true  as of the date hereof and shall be true as of the Closing
Date  as  if  made  thereon).

          a.     The  Warrant  Holder  has  the requisite power and authority to
execute  and  deliver  this  Agreement  and  to  perform  the  Warrant  Holder's
obligations  hereunder.  This  Agreement  has been duly authorized, executed and
delivered  by  the  Warrant  Holder and constitutes the legal, valid and binding
obligations  of  the  Warrant  Holder  enforceable in accordance with its terms.

          b.     The  Warrant  Holder  holds  the  Warrant free and clear of all
liens,  encumbrances,  charges,  adverse  claims  and  restrictions  (other than
restrictions  of  general  applicability  imposed by federal or state securities
laws).  Except  for  the  Warrant,  the  Warrant  Holder  does  not, directly or
indirectly,  own  or  have  rights  to  any  (i)  securities convertible into or
exchangeable  for  any  Company  Capital  Stock; (ii) options, warrants or other
rights  to  purchase  or  subscribe  to  Company  Capital  Stock  or  securities
convertible  into  or  exchangeable  for  capital stock of the Company; or (iii)


                                      -1-
<PAGE>
contracts,  commitments,  agreements,  understandings,  arrangements,  calls  or
claims  of  any  kind relating to the issuance of any Company Capital Stock, any
such  convertible  or  exchangeable  securities or any such options, warrants or
rights.

          c.     If  the  Warrant Holder is an individual, the address set forth
for  the  Warrant  Holder  on  the signature page hereto is the Warrant Holder's
residence,  and  the  Warrant  Holder  has  no  present  intention of becoming a
resident  of  any  other  state  or  jurisdiction.

          d.     If  the Warrant Holder is other than an individual, the address
set  forth  for  the  Warrant Holder on the signature page hereto is the Warrant
Holder's  principle  place  of  business,  and the Warrant Holder has no present
intention  of  moving  the  Warrant  Holder's principal place of business to any
other  state  or  jurisdiction.

          e.     The Warrant Holder is an accredited investor as defined in Rule
501  of Regulation D promulgated under the Securities Act, as indicated on Annex
                                                                           -----
A  hereto,  or  is "sophisticated" within the meaning of Rule 506 thereunder, as
--
indicated  on  Annex  B  hereto.  The  Warrant  Holder  has  such  knowledge and
               --------
experience  in financial and business matters that the Warrant Holder is capable
of  evaluating the merits and risks of acquiring the Replacement Warrant and the
shares  underling  the  Replacement  Warrant.  Parent  has made available to the
Warrant  Holder  the opportunity to ask questions of the officers and management
of  Parent  and to acquire additional information about the business, assets and
financial  condition of Parent.  The Warrant Holder will acquire the Replacement
Warrant  and  the shares underlying the Replacement Warrant for investment only,
and  not  with  a  view  toward  or for sale in connection with any distribution
thereof,  or  with  any  present  intention  of distributing or selling any such
shares.  The  Warrant  Holder  understands  that  except  as  may  otherwise  be
expressly  provided  in the Replacement Warrant, neither the Replacement Warrant
nor  the  shares  underlying the Replacement Warrant have been, and will not be,
the  subject  of  a  registration  statement  filed under the Securities Act, or
qualified  under  applicable  states  securities  law,  by  reason of a specific
exemption  from  the  registration  provisions  of  the  Securities  Act and the
qualification  provisions  of  the  applicable  state  securities laws, and that
accordingly  none  of  such  securities  may  be  resold  unless  such resale is
registered  under  the  Securities  Act  and  qualified  under  applicable state
securities  laws,  or  an  exemption from such registration and qualification is
available.

          f.     The Warrant Holder has not assigned or transferred or purported
to  assign or transfer to any person any Claim (as defined below) covered by the
Release  (as  defined  below).

     4.     Effective  as  of  the  Closing  Date,  the  Warrant  Holder  hereby
irrevocably, unconditionally and forever releases, discharges and acquits Parent
and  the  Company  (and each of their respective officers, directors, employees,
shareholders, agents, attorneys, successors and assigns) of and from any and all
allegations,  assertions, contentions, claims, demands, causes of action, suits,
obligations,  liabilities,  contracts,  debts,  damages,  losses,  judgments,
interest,  penalties,  costs  and  expenses  (including,  without  limitation,
attorneys'  fees  and  costs)  of  every  kind  and  nature  whatsoever (whether
absolute,  contingent  or  otherwise,  whether  known  or  unknown,  and however
arising)  (each  a "Claim" and, collectively, "Claims") which the Warrant Holder
has or may have from the beginning of time to and including the Closing Date and
which  arises  from  or relates to any matter, cause or thing whatsoever arising
from  or  related  to  Parent or the Company (including, without limitation, any
claims  arising  under any agreement between the Warrant Holder and the Company,
but  excluding  the  Warrant  Holder's  rights  to the Replacement Warrant) (the
"Release").  It  is  the  Warrant  Holder's  intention that the Release shall be
effective  as a full and final accord and satisfactory release of each and every
matter  specifically or generally referred to in the Release.  In furtherance of
this  intention,  the  Warrant  Holder  acknowledges  that the Warrant Holder is
familiar  with  Section 1542 of the Civil Code of the State of California, which
provides  as  follows:

          "A  general  release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if  known  by  him  must have materially affected his
          settlement  with  the  debtor."

          The  Warrant  Holder  waives  and relinquishes any rights and benefits
which the Warrant Holder has or may have under Section 1542 of the Civil Code of
the  State of California to the full extent that the Warrant Holder may lawfully
waive  all  such  rights  and  benefits.


                                      -2-
<PAGE>
          The Warrant Holder hereby covenants and agrees not to bring any claim,
action,  suit  or  proceeding  against  any person in whose favor the Release is
given, directly or indirectly, regarding or related in any manner to any Claims,
of  whatever  nature,  character  or  description,  whether  known  or  unknown,
anticipated or unanticipated, which the Warrant Holder may have or may hereafter
have  against  such  person  and  further  covenants and agrees that the Release
constitutes  a  bar  to  any  such  claim,  action,  suit  or  proceeding.

     5.     Parent  agrees  that  the  Warrant  Holder  shall  be  entitled  to
registration  rights  on  the  terms  and  conditions  provided  in that certain
Registration  Rights Agreement dated as of the Closing Date by and among Parent,
the  OTT  Shareholders  and  certain  other  persons.

          IN  WITNESS  WHEREOF,  the  parties  have  executed and delivered this
Agreement  as  of  the  Closing  Date.

                         "Parent"

                         VSOURCE,  INC.

                         By_______________________________

                           _______________________________
                           [print  name  and  title]


                         the  "Warrant  Holder"

                         By_______________________________

                           _______________________________
                           [print name and, if applicable, title]

                           _______________________________
                           [print  address]

                           _______________________________
                           [print  city, state and zip code]

                           _______________________________
                           [print  facsimile  number]



                           _______________________________
                           [print number and class/series of shares]


                                      -3-
<PAGE>
                                     ANNEX A

                               Accredited Investor
                               -------------------

INSTRUCTIONS:  THE WARRANT HOLDER IS TO INITIAL THE SPECIFIC APPLICABLE CATEGORY
OR  CATEGORIES.

______     The  Warrant  Holder  is a natural person and has a net worth, either
alone  or  with  the  Warrant  Holder's  spouse,  of  more  than  $1,000,000.

_____     The  Warrant  Holder  is  a natural person and had income in excess of
$200,000  during  each  of the previous two years and reasonably expects to have
income  in  excess  of  $200,000  during  the  current  year.

_____     The  Warrant  Holder had joint income with the Warrant Holder's spouse
in  excess  of  $300,000  during  each  of the previous two years and reasonably
expects  to  have  joint  income  in excess of $300,000 during the current year.

_____     The  Warrant  Holder  is  an  investment  company registered under the
Investment  Company  Act of 1940 or a business development company as defined in
Section  2(a)(48)  of  the  Securities  Act.

_____     The  Warrant Holder is a Small Business Investment Company licensed by
the  U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business  Investment  Act  of  1958.

_____     The  Warrant  Holder  is  a  private  business  development company as
defined  in  Section  202(a)(22)  of  the  Investment  Advisers  Act  of  1940.

_____     The  Warrant  Holder is an organization described in Section 501(c)(3)
of  the  Internal  Revenue  Code  of 1986, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of acquiring
the  Securities,  with  total  assets  in  excess  of  $5,000,000.

_____     The  Warrant  Holder  is  a  trust  with  total  assets  in  excess of
$5,000,000,  that  was  not  formed  for  the specific purpose of purchasing the
Securities and whose purchase is directed by a person who has such knowledge and
experience  in  financial  and business matters that he is capable of evaluating
the  merits  and  risks  of  investing  in  the  Company.

_____     The  Warrant  Holder  is  a  bank as defined in Section 3(a)(2) of the
Securities Act or a savings and loan association or other institution as defined
in  Section  3(a)(5)(A)  of  the  Securities  Act  acting  in  its individual or
fiduciary  capacity.

_____     The  Warrant  Holder is a broker dealer registered pursuant to Section
15  of  the  Securities  Exchange  Act  of  1934.

_____     The Warrant Holder is an insurance company as defined in Section 2(13)
of  the  Securities  Act.

_____     The Warrant  Holder is a Small Business Investment Company licensed by
the  U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business  Investment  Act  of  1958.

_____     The  Warrant  Holder is an employee benefit plan within the meaning of
Title  I  of  the  Employee  Retirement  Income  Security  Act  of  1974, if the
investment  decision is made by a plan fiduciary, as defined in Section 3(21) of
such  Act,  which  is  either  a  bank,  savings and loan association, insurance
company  or  registered  investment advisor, or if the employee benefit plan has
total  assets  over  $5,000,000,  or,  if  a self-directed plan, with investment
decisions  made  solely  by  persons  that  are  accredited  investors.

_____     The  Warrant  Holder  is a plan established and maintained by a state,
its  political  subdivisions, or any agency or instrumentality of a state or its
political  subdivisions  for  the  benefit  of  its employees, and such plan has
assets  in  excess  of  $5,000,000.


                                      A-1
<PAGE>
_____     The Warrant Holder is an entity in which all of the equity owners meet
one  or  more  of  the  criteria set out in this Annex A.  (IF NO OTHER CATEGORY
APPLIES,  A SEPARATE QUESTIONNAIRE COVERING THE CRITERIA SET FORTH IN THIS ANNEX
A  MUST  BE  COMPLETED  BY  EACH  SUCH  EQUITY  OWNER.)


                                      A-2
<PAGE>
                                     ANNEX B
                                     -------

                             Sophisticated Investor
                             ----------------------


INSTRUCTIONS:  THE  WARRANT  HOLDER  IS  TO  LIST  IN  THE  SPACE PROVIDED BELOW
INFORMATION  THE  WARRANT  HOLDER  BELIEVES  IS RELEVANT IN SHOWING THAT WARRANT
HOLDER  IS  "SOPHISTICATED"  WITHIN  THE  MEANING  OF  RULE  506:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________



                                      B-1
<PAGE>
State of California       )
                          )
County of  __________     )



On  ______________  before  me,  __________________,  Notary  Public, personally
appeared  ___________________________________,  ____  personally  known to me or
____  proved  to  me  on  the basis of satisfactory evidence to be the person(s)
whose  name(s) is/are subscribed to the within instrument and acknowledged to me
that  he/she/they  executed  the same in his/her/their authorized capacity(ies),
and  that  by his/her/their signature(s) on the instrument the person(s), or the
entity  upon  behalf  of  which  the  person(s)  acted, executed the instrument.

WITNESS  my  hand  and  official  seal.



     _______________________________



                                      B-2
<PAGE>