Exhibit 10.15


                          AT WILL EMPLOYMENT AGREEMENT
                          ----------------------------

          This  At  Will  Employment  Agreement  (this  "Agreement") is made and
entered  into  as  of _________________ by and between VSource, Inc. ("VSource")
and Michael Shirman ("Employee").  In consideration of the promises set forth in
this  Agreement,  VSource  and  Employee  agree  as  follows:

     1.     Employment.  VSource  hereby  employs  Employee and Employee accepts
            ----------
employment from VSource as Chief Technology Officer, on the terms and subject to
conditions  the  set  forth  in  this  Agreement.

     2.     Duties  and  Responsibilities.  Employee shall perform the following
            -----------------------------
specific duties on behalf of VSource:   Create and manage an "internet software"
development  organization that is capable of creating a robust scalable product;
responsible  for  product  architecture  and  design;  accountability to product
development  schedules;  and he shall perform such other duties as are necessary
to  carry  out the above enumerated duties or as may be reasonably designated by
the  President  from time to time. Employee shall devote his full time, efforts,
abilities,  and  energies  to  VSource's  business.  Employee shall use his best
efforts,  skill,  and  abilities to promote the general welfare and interests of
VSource,  and  any  related  enterprises  of  VSource.  Employee  shall loyally,
conscientiously,  and  professionally  do  and  perform  all  duties  and
responsibilities  of  Employee's  position,  as  well  as  any  other duties and
responsibilities  as  shall be reasonably assigned by VSource from time to time.
Employee  shall  strictly  adhere  to  and  obey  all  VSource  rules, policies,
procedures,  regulations and guidelines now in effect, including but not limited
to  those  contained  in  VSource's  Employee  Handbook  (as  they  may apply to
Employee),  as  well  any  others  that VSource may establish from time to time.

          During  the  period  of  employment,  Employee  shall  not directly or
indirectly render any services of a business, commercial or professional nature,
whether  for  compensation  or otherwise, to any person or business entity which
directly  or  indirectly  competes  with  VSource,  or  divert  any  business
opportunities  from  VSource  to  Employee  or  to  any other person or business
entity,  without  the  prior  written  consent  of the President of the VSource.

          Employee shall not at any time enter into any contract with any person
or business entity that will purportedly bind VSource, without the prior written
authorization  of  either  the  President  of  VSource  or whoever the President
designates  to  give  such  authorization.

          Employee  shall indemnify and hold VSource harmless from all liability
for  loss,  damage, or injury to persons or business entities resulting from the
willful  misconduct  and/or  gross  negligence  of  Employee.  VSource  shall


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indemnify,  protect,  defend  and  hold Employee harmless, to the fullest extent
permitted  by  law,  for,  from  and  against any and all losses, claims, costs,
expenses,  damages,  liabilities  or  actions  related  to  or  arising  out  of
Employee's  employment with and services as an officer of VSource (except to the
extent  that  Employee  is  required  to indemnify VSource with respect thereto,
pursuant  to  the  preceding  sentence).

               Employee  represents that Employee did not bring any confidential
information  belonging  to  a  former  employer  (other  than Online Transaction
Technologies,  Inc.)  to VSource, and agrees that Employee will not use any such
confidential  information  while  employed  by  VSource.

     3.     Compensation.  VSource shall pay Employee, and Employee shall accept
            ------------
from VSource as full payment for the services rendered by Employee, compensation
at the rate of one hundred and twenty five thousand dollars ($125,000) per year,
which shall be payable semi-monthly.  In addition, Employee shall be entitled to
a bonus of fifty thousand dollars ($50,000) in respect of the fiscal year ending
January 31, 2001, which bonus shall be payable within thirty (30) days after the
date hereof; provided, that if Employee's employment with VSource terminates for
any  reason  (other than due to a termination by VSource without cause) prior to
January  31, 2001, Employee shall repay such amount to VSource upon termination.

     4.     Benefits.  Employee  shall  be entitled to participate in all of the
            --------
employee  benefit  programs (including, without limitation, medical coverage for
Employee  and  his dependants) for which other officers of VSource are generally
eligible  at  a  level  commensurate  with  Employee's  position  at  VSource.

     5.     Expenses.  During the Term, VSource shall reimburse Employee for any
            --------
expenses  reasonably  incurred  by  him  in furtherance of his duties hereunder,
including,  without  limitation,  travel,  meals,  and  accommodations,  and
memberships  in  and activities regarding professional associations pertinent to
VSource, upon submission of vouchers and or receipts and in compliance with such
rules  and  policies  relating thereto, including prior approval, as VSource may
from  time  to  time  adopt.

     6.     Directors and Officers Insurance. At all times while Employee serves
            ---------------------------------
as officer of VSource, VSource  will  maintain  directors and officers liability
insurance  at  levels  established  by  its  board  of  directors.

     7.     Stock  Options. VSource shall grant to Employee, effective as of the
            --------------
date  hereof, a non-qualified stock option to purchase 100,000 shares of VSource
common stock at an exercise price of $6.41 per share. Such stock option shall be
unvested  during the first twelve months following the grant date and shall vest
50,000  shares  on  the  first  day thereafter and thereafter in equal 4,166 2/3
shares  increments  over  the  next  twelve  months.  Such stock option shall be
issued  under,  and  shall  be subject to the terms and conditions of, VSource's
2000  Stock  Option  Plan.

     8.     Non-Disclosure  of  Confidential  Information.  During the course of
            ---------------------------------------------
employment, VSource may disclose to Employee, or Employee may learn, have access
to,  or  become  aware  of,  valuable  confidential  information  ("Confidential
Information")  concerning  VSource's  products,  services,  methods  of  doing


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business,  and  customers,  including  but  not  limited  to: customer names and
addresses,  customer  preferences,  pricing  information,  marketing techniques,
strategies and programs, selling techniques, expiration dates of agreements with
customers,  product  costs,  operations  costs, methods of operation, accounting
procedures,  financial  statements  and information, labor relations strategies,
employee  compensation,  new materials research, pending projects and proposals,
proprietary  production  processes,  inventions,  research  and  development
strategies,  scientific  data,  formulas  and prototypes, technological data and
prototypes,  product  designs,  data, specifications, processes and methodology,
product  know  how, source code listings, programmer's notes, flow charts, logic
diagrams, software programs, experiments, and any other confidential information
of  any  kind,  nature or description, tangible or intangible, in whatever form,
relating  to  VSource.  Employee  acknowledges  and agrees that the Confidential
Information is proprietary, a valuable trade secret of VSource, and is and shall
remain  the  sole  and  exclusive  property  of  VSource.  Employee  further
acknowledges  and  agrees that if any Confidential Information were disclosed to
or  used  by  competitors or other third parties that it could cause substantial
and  irreparable  damage and injury to the business, reputation and good will of
VSource.

          Employee  will  not  at  any time, while employed by VSource or at any
time  thereafter,  use,  divulge,  disclose  or  communicate, either directly or
indirectly, in any manner whatsoever, any Confidential Information to any person
or  business  entity,  or  remove  from the premises of VSource any Confidential
Information  in  whatever  form,  without the prior written authorization of the
President  of  VSource.

     9.     Non-Competition.  Employee  agrees  that  while  employed by VSource
            ---------------
Employee  will  not,  directly or indirectly, own an interest in, operate, join,
control,  participate  in,  or  be  an  officer,  director,  agent,  independent
contractor,  partner, shareholder, or principal of any person or business entity
which  directly  or  indirectly  competes  with  VSource.  Nothing  herein shall
prohibit  Employee from holding or being beneficially interested in less than 5%
of any single class of shares or securities of a corporation which are traded on
a  recognized  public  stock  exchange.

          Employee  agrees that while employed by VSource, Employee will not (1)
undertake  planning of or organization of any business activity competitive with
VSource's  business  or  combine  or  conspire with other employees or any third
party  for the purpose of organizing any such competitive business activity, (2)
interfere with or disrupt, or attempt to interfere with or disrupt, any business
relationship,  contractual  or  otherwise,  between VSource and any other party,
including  clients  or  prospective  clients,  suppliers, agents or employees of
VSource,  and/or  (3)  solicit,  induce  or  influence,  or  seek  to  induce or
influence,  any  customer  or prospective customer of VSource for the purpose of
promoting or selling any products or services competitive with those of VSource,
directly  or  indirectly,  or  by  action  in  concert  with  others.

          Employee  agrees  that  after  Employee's  employment  with  VSource
terminates,  Employee will not at any time engage in any unfair competition with
VSource,  including but not limited to (1) the use or disclosure of Confidential
Information  to  any  person  or  business  entity  which directly or indirectly
competes with VSource, and (2) the use or disclosure of Confidential Information


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to  directly  or indirectly or by action in concert with others, solicit, induce
or  influence,  or  seek  to  induce  or  influence, any customer or prospective
customer  of  VSource  for  the  purpose of promoting or selling any products or
services  competitive  with  those  of  VSource.

     10.     Non-Solicitation.  Employee  further  agrees that while employed by
             ----------------
VSource,  or  for  a  period  of  one  (1) year after Employee's separation from
VSource,  Employee will not directly or indirectly solicit, induce or influence,
or  seek  to  induce  or  influence,  any  person  who  is engaged as a regular,
temporary,  introductory, full-time or part-time employee, agent, or independent
contractor  by  VSource  to  terminate  his or her employment or engagement with
VSource  for  any  reason.

     11.     Assignment  of Invention Rights.  Employee promises and agrees that
             -------------------------------
Employee  will  promptly  and fully disclose to VSource all inventions, designs,
improvements,  discoveries,  ideas, concepts or themes that relate in any way or
are  similar  to  VSource's  business,  products  or  services  ("Intellectual
Properties")  that  Employee  conceives,  makes, formulates, develops, writes or
prepares  during  his  employment  with  VSource, whether on or off the job, and
whether  individually  or jointly in collaboration with others.  Employee hereby
assigns  to  VSource  any  rights  which  Employee  may have in any Intellectual
Properties  conceived,  made,  formulated,  developed,  written  or  prepared by
Employee  while  employed  by  VSource,  including but not limited to any patent
rights  and  copyrights  applicable  to  any  of  the  Intellectual  Properties,
provided,  however,  that  such assignment does not apply to any invention which
qualifies  fully  under  the  provisions of Section 2870 of the California Labor
Code,  which  states:  "Any  provision in an employment agreement which provides
that  an  employee shall assign, or offer to assign, any of his or her rights in
an  invention  to  his  or  her  employer  shall  not apply to an invention that
Employee  developed entirely on his or her own time without using the employer's
equipment,  supplies,  facilities,  or trade secret information except for those
inventions  that  either  (1)  relate  at the time of conception or reduction to
practice  of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer, or (2) result from any work
performed  by  Employee  for  the  employer."

          Employee  agrees  that any and all Intellectual Properties, except for
those inventions that qualify fully under Section 2870, that Employee conceives,
makes,  formulates,  develops,  writes,  or  prepares while employed by VSource,
either individually or jointly in collaboration with others, shall belong to and
be  the  sole  and  exclusive  property  of VSource.  Employee further agrees to
cooperate  with  VSource  in  obtaining  patents  or  copyrights  on  all  such
Intellectual  Properties that are patentable or copyrightable, and shall execute
any  document  necessary  to  obtain  patent  or copyright registration, to vest
VSource  with  full  and exclusive title, and to protect against infringement by
others.  Employee  will  make  every  reasonable attempt to insure that any work
performed  by Employee for VSource does not infringe upon any patent, trademark,
copyright  or  any  intellectual  property  interest  of  any  third  party.

     12.     Enforcement.  Employee  agrees  that if, at the time of enforcement
             -----------
of Section 8, 9, 10 or 11, a court holds that any restriction stated in any such
Section  is  unreasonable  under  circumstances  then existing, then the maximum
period,  scope  or geographical area reasonable under such circumstances will be
substituted  for  the stated period, scope or area.  Because Employee's services
are  unique  and  because  of  Employee's  access  to  Confidential Information,


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<PAGE>
Employee  agrees that money damages would be an inadequate remedy for any breach
of  Section  8,  9  10 or 11.  Therefore, in the event of a breach or threatened
breach  of  Section,  8  9,10 or 11 VSource may, in addition to other rights and
remedies  existing  in their favor, apply to any court of competent jurisdiction
for  specific performance and/or injunctive or other relief in order to enforce,
or  prevent  any  violations  of, the provisions of Section 8 9,10 or 11 without
posting  a  bond  or  other  security.

     13.     Termination  At  Will.  EMPLOYEE'S  EMPLOYMENT  WITH VSOURCE CAN BE
             ---------------------
TERMINATED  AT  WILL,  WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AT ANY
TIME,  EITHER  AT  THE  OPTION  OF  EMPLOYEE  OR  VSOURCE.  NO  EMPLOYEE  OR
REPRESENTATIVE  OF  VSOURCE  HAS  THE AUTHORITY TO MODIFY THE AT WILL EMPLOYMENT
POLICY  EXCEPT FOR THE PRESIDENT OF VSOURCE, AND ANY SUCH MODIFICATION TO THE AT
WILL  EMPLOYMENT  POLICY  MUST BE IN A WRITTEN AGREEMENT SIGNED BY BOTH EMPLOYEE
AND  THE  PRESIDENT  OF  VSOURCE.  THE  PARTIES  AGREE  THAT THIS CONSTITUTES AN
INTEGRATED  AGREEMENT  WITH  RESPECT  TO  THE  AT  WILL NATURE OF THE EMPLOYMENT
RELATIONSHIP,  AND THERE ARE NOT NOW AND MAY NOT BE IN THE FUTURE ANY IMPLIED OR
ORAL AGREEMENTS THAT IN ANY WAY MODIFY THE AT WILL EMPLOYMENT POLICY.  EXCEPT AS
EXPRESSLY  PROVIDED  BY  SECTION 14 OR AS REQUIRED BY LAW, VSOURCE SHALL HAVE NO
OBLIGATIONS  WHATSOEVER  TO  EMPLOYEE  UPON  THE  TERMINATION OF HIS EMPLOYMENT.

     14.     Severance.  If  VSource  terminates  Employee's  employment without
             ---------
cause,  VSource  shall  continue to pay to Employee, as a severance payment, the
greater  of  (i) his base salary (as in effect but for such termination) through
the  first  anniversary  of  the date hereof (but only if the termination occurs
prior  to such first anniversary), or (ii) his base salary (as in effect but for
such  termination)  for  a  period  of  twelve weeks following such termination.
Notwithstanding the foregoing, in no event shall VSource be required to make any
severance  payment  unless and until Employee executes and delivers to VSource a
release  in  the  form  of  Exhibit  A  hereto  and  seven (7) days have elapsed
                            ----------
following  such  execution  and  delivery  without revocation of such release by
Employee.  Employee acknowledges and agrees that the rights and entitlements set
forth  in this Section 14 are his exclusive rights and entitlements from VSource
upon  the  termination  of  Employee's  employment  for  cause.

          As  used  in  this  Agreement,  "cause"  means (i) the commission of a
felony,  (ii)  the  commission  of  any act or an omission involving dishonesty,
disloyalty  or  fraud  with  respect  to VSource, (iii) conduct tending to bring
VSource  into  substantial  public  disgrace  or disrepute, (iv) disobedience of
lawful  orders  or  directives  of  the President or the Board of Directors, (v)
gross  negligence  or  willful  misconduct  in  the performance of his duties to
VSource,  (vi)  substantial  underperformance  in  carrying  out  his  duties to
VSource,  as  determined  by the Board of Directors of VSource in good faith, or
(vii)  a  material  breach  of  any  term  contained  herein.  VSource's  lawful
termination  of  Employee  due  to a disability shall not constitute termination
without  cause.


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<PAGE>
     15.     Return  of Confidential Information And Property.  Upon termination
             ------------------------------------------------
of  employment  with  VSource  or  when  requested by VSource at any other time,
Employee  shall  promptly  return  to  VSource  all  Confidential Information in
whatever form, as well as any other property of VSource, which is or has been in
Employee's  possession  or  under  Employee's  control.

     16.     Lock-Up. Employee shall not, directly or indirectly, sell, encumber
             -------
or  in any other manner transfer (or enter into an agreement to transfer) Merger
Shares (as defined below) during the period described in the following paragraph
(the  "Lock-Up  Restriction"),  except  as  set  forth  therein  (and subject to
compliance  with  applicable  legal  and all other requirements for transferring
shares). The Lock-Up Restriction includes a prohibition on Employee, directly or
indirectly,  entering  into  any  hedging, short sale or other transaction which
could  require  Employee  to transfer Merger Shares.  Employee acknowledges that
the  Lock-Up  Restriction shall apply notwithstanding the fact that Employee may
have  certain  registration  rights  under  that  certain  Registration  Rights
Agreement  dated as of the date hereof by and among VSource and the shareholders
of  Online Transaction Technologies, Inc., and accordingly Employee acknowledges
and agrees that he shall not be entitled to exercise such registration rights to
the  extent  the  Lock-Up  Restriction  is  in  effect.

          The  Lock-Up Restriction shall be in effect until the end of the sixth
month  following the first anniversary of the date hereof.  However, the Lock-Up
Restriction  shall  automatically  terminate  if Employee is employed by VSource
through  the  first  6 months of the date hereof.  The Lock-Up Restriction shall
automatically terminate as to all Merger Shares if prior to the end of the sixth
month  period  (i)  VSource  terminates  Employee without cause, or (ii) VSource
merges  into  or consolidates with any corporation or other entity, or transfers
all  or  substantially all of its assets.  VSource may direct its transfer agent
to  decline to execute any transfer of Merger Shares which appears to contravene
the  Lock-Up  Restriction,  and  VSource  and  transfer agent shall not have any
liability  to  any  person for declining to execute any such transfer based on a
good  faith  belief  that  the  transfer  contravenes  the  Lock-Up Restriction.
Employee  agrees  that  all Merger Shares shall be registered in his name during
the  term  of  the  Lock-Up Restriction and that VSource shall have the right to
direct  its  transfer  agent  to  place a restrictive legend on the certificates
representing the Merger Shares, which legend will read substantially as follows:

     THESE  SECURITIES  ARE  SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN
     EMPLOYMENT  AGREEMENT DATED AS OF ______________, BETWEEN VSOURCE, INC. AND
     THE  REGISTERED  HOLDER.

          Upon  a  partial  or  complete termination of the Lock-Up Restriction,
VSource,  shall, at the request of Employee, direct its transfer agent to remove
such legend from the certificates representing the Mergers Shares that have been
released  from  the  Lock-Up  Restriction.  VSource  shall  bear the cost of the
removal  of  such  legend.

          As used in this Agreement, the "Merger Shares" means (i) the shares of
capital stock of VSource that Employee acquires (or has the right to acquire) in
connection with the merger of Online Transaction Technologies, Inc. with VSource
being  consummated  on  or  about  the date hereof, and (ii) any other shares of
capital stock issued as a stock split or stock dividend in respect of the shares
referred  to  in  clause  (i).


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<PAGE>
     17.     Arbitration.  Notwithstanding  anything herein to the contrary (but
             -----------
except  in the case of an action for specific performance or injunctive relief),
if  there  shall  be  a  dispute  between VSource and Employee arising out of or
relating  to  this  Agreement  (including  without  limitation  the  issue  of
arbitrability),  the  parties agree that such dispute shall be resolved by final
and  binding  arbitration  in  Los Angeles, California, administered by Judicial
Arbitration  & Mediation Services, Inc. ("JAMS"), in accordance with JAMS' rules
of practice then in effect or such other procedures as the parties may agree to.
Each  party  hereby irrevocably consents and submits to personal jurisdiction in
the  State  of  California  for any arbitration contemplated by this Section 15.
Any  award  issued  as  a  result of such arbitration shall be final and binding
between  the  parties  thereto,  and  shall  be  enforceable by any court having
jurisdiction  over  the  party against whom enforcement is sought.  The fees and
expenses  of  such  arbitration  (including  reasonable  attorneys' fees) or any
action  to enforce an arbitration award shall be paid by the party that does not
prevail  in  such  arbitration.

     18.     Assignment.  VSource  shall have the right, but not the obligation,
             ----------
to  assign  this  Agreement, as well as its rights and obligations hereunder, to
any  corporation  or other entity with or into which VSource may hereafter merge
or  consolidate or to which VSource may transfer all or substantially all of its
assets  provided  such  corporation  or  other  entity  assumes all of VSource's
obligations  hereunder.  Employee  cannot  assign this Agreement, in whole or in
part,  because  it  is  a  contract  for  personal  services.

     19.     Severability.  In  the event that any one or more of the provisions
             ------------
of  this  Agreement  shall  be  held  invalid, illegal, or unenforceable, in any
respect,  by  a  court  of  competent  jurisdiction, the validity, legality, and
enforceability of the remaining provisions contained herein shall not in any way
be  affected  thereby.

     20.     Waivers.  Either  party's  failure  to  enforce  any  provision  or
             -------
provisions  of  this  Agreement shall not in any way be construed as a waiver of
any  such  provision  or  provisions,  or  prevent  that  party  thereafter from
enforcing  each  and  every  other provision of this Agreement.  A waiver of any
provision  of this Agreement shall not be valid unless such waiver is in writing
and  signed  by  the  party to be charged, and no waiver of any provision hereof
shall be deemed or construed as a waiver of the same or any different provisions
in  the  future.

     21.     Taxes.  To  the extent that any taxes become payable by Employee by
             -----
virtue  of  any payments made or benefits conferred hereunder, VSource shall not
be  liable  to  pay  or obligated to reimburse Employee for any such taxes or to
make any adjustment under this Agreement.  Any payments otherwise due under this
Agreement  to Employee shall be reduced by any required withholding for Federal,
state  and/or  local  taxes  and  other  appropriate  payroll  deductions.


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     22.     Voluntary  Agreement.  The parties represent that they have had the
             --------------------
opportunity  to  consult  legal  counsel  of my own choosing with respect to the
execution and legal effect of this Agreement, and have not relied upon any other
representations  or  warranties  of  any  other  party  hereto.  The  parties
acknowledge that they have full authority to enter into this Agreement and to be
bound  by it, and that they have read and fully understand the provisions of the
Agreement  and  voluntarily choose to sign it. The parties acknowledge that they
are  sophisticated  and  have  carefully negotiated the provisions hereof.  As a
consequence, the parties do not intend that the presumptions of California Civil
Code  Section  1654  and similar laws or rules relating to the interpretation of
contracts against the drafter of any particular clause should be applied to this
Agreement  and  therefore  waive  their  effects.

     23.     Entire  Agreement.  This Agreement constitutes the entire agreement
             -----------------
and understanding between the parties with respect to the subject matter hereof,
and  supersedes  any  and  all other agreements, communications, understandings,
promises,  stipulations  and  arrangements,  whether oral or written, express or
implied,  between  the parties hereto with respect to the subject matter hereof,
including  but not limited to any implied-in-law or implied-in-fact covenants or
duties  relating  to employment or the termination of employment. This Agreement
cannot  be  changed, modified or terminated except in writing and signed by both
Employee  and  the  President  of  VSource.

     24.     Notices.  All  notices,  requests, demands and other communications
             -------
required  or  permitted  to  be given hereunder shall be in writing and shall be
deemed  to  have been duly given (i) upon receipt, if delivered personally, (ii)
upon  confirmation of receipt, if given by electronic facsimile and (iii) on the
third  business  day  following mailing, if mailed first-class, postage prepaid,
registered  or  certified mail as follows: (A) If to VSource, VSource, Inc., 740
Ralston,  Suite  110,  Ventura,  California  93003,  Facsimile:  (805) 676-1193,
Attention:  Sandford  T.  Waddell,  and (B) If to Employee, Michael Shirman, 311
Hopkins  Ave.,  Hermosa  Beach,  CA  90254.  Any  party  may  by notice given in
accordance  with this Section 22 to the other party designate another address or
person  for  receipt  of  notices  hereunder.

     25.     Survival.  Sections  6 through 25 will survive and continue in full
             --------
force  in  accordance  with  their  terms  notwithstanding  any  termination  of
employment.

     26.     Counterparts.  This  Agreement  may  be  executed by the parties in
             ------------
separate  counterparts, each of which when so executed and delivered shall be an
original,  but  all such counterparts shall together constitute one and the same
instrument.  The headings herein are for reference only and shall not affect the
interpretation  of  this  Agreement.

     27.     Choice  of  Law.  The  validity,  interpretation,  construction and
             ---------------
enforcement  of  this  Agreement  shall  be governed by the laws of the State of
California. The parties hereby agree that any action, suit, arbitration or other
proceeding  arising  out of or related to this Agreement shall be conducted only
in  Los  Angeles County, California.  Each party hereby irrevocably consents and
submits  to  the  personal  jurisdiction  of and venue in United States District


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Court  for  the Central District of California and in the Superior Court for Los
Angeles  County  in any legal action, equitable suit or other proceeding arising
out  of  or  related  to  this Agreement or the relationship between the parties
created  hereby.  If  any such action, the prevailing party shall be entitled to
recover  all  costs  and  expenses,  including  reasonable  attorneys'  fees,
arbitration  costs,  investigative costs, reasonable accounting fees and charges
for  experts.

                   [balance of page intentionally left blank]


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IN  WITNESS  WHEREOF, the parties hereto acknowledge that they have read this At
Will  Employment Agreement, fully understand it, and have freely and voluntarily
entered  into  it  as  of  the  date  first  set  forth  above.



                                             VSOURCE,  INC.


                                    BY:_____________________________


                                       _____________________________
                                       [print  name  and  title]


                                               "EMPLOYEE"



                                    --------------------------------
                                    MICHAEL  SHIRMAN


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<PAGE>
                                    EXHIBIT A
                                GENERAL RELEASE


          This  General Release ("Release") is executed and delivered by Michael
Shirman  ("Employee")  to  and  for  the  benefit  of VSource, Inc. ("Company").

          Company  has  agreed  to  pay  certain  severance payments to Employee
pursuant  to  the  terms  of  that  certain  Employment  Agreement  dated  as of
_________________,  by  and  between  Employee  and  Company  (the  "Employment
Agreement").

          In  consideration  of  the  above,  the  sufficiency of which Employee
hereby  acknowledges,  Employee  hereby  agrees  not  to sue and fully, finally,
completely  and  generally  releases,  absolves  and  discharges  Company,  its
shareholders, predecessors, successors, subsidiaries, parents, related companies
and  business  concerns,  affiliates,  partners,  trustees, directors, officers,
agents,  attorneys,  servants,  representatives and employees, past and present,
and  each of them (hereinafter collectively referred to as "Releasees") from any
and  all  claims,  demands,  liens,  agreements,  contracts, covenants, actions,
suits,  causes  of  action,  grievances,  arbitrations,  unfair  labor  practice
charges, wages, vacation payments, severance payments, obligations, commissions,
overtime  payments,  Workers Compensation claims, debts, profit sharing or bonus
claims, expenses, damages, judgments, orders and/or liabilities of whatever kind
or  nature  in  law,  equity  or otherwise, whether known or unknown to Employee
which  Employee  now  owns  or holds or has at any time owned or held as against
Releasees, or any of them ("Claims"), including specifically but not exclusively
and without limiting the generality of the foregoing, any and all Claims arising
out  of  or  in any way connected to Employee's employment with or separation of
employment  from  Company including any Claims based on contract, tort, wrongful
discharge,  fraud,  breach  of  fiduciary  duty,  attorneys'  fees  and  costs,
discrimination  in employment, any and all acts or omissions in contravention of
any  federal  or state laws or statutes (including but not limited to federal or
state securities laws, the California Unfair Practices Act or any similar act in
any other state and the Racketeer Influenced and Corrupt Organizations Act), and
any  right  to  recovery  based  on  state or federal age, sex, pregnancy, race,
color,  national  origin,  marital status, religion, veteran status, disability,
sexual  orientation,  medical  condition,  union  affiliation  or  other
anti-discrimination  laws,  including,  without  limitation,  Title VII, the Age
Discrimination  in  Employment  Act,  the  Americans  with Disabilities Act, the
National  Labor  Relations  Act, the California Fair Employment and Housing Act,
and  Texas Commission on Human Rights Act, all as amended, whether such claim be
based  upon  an  action filed by employee or by a governmental agency; provided,
however, that Employee is not hereby releasing any Claims he has against Company
under  the express terms of the Employment Agreement or any written stock option
agreement  between  Company  and  Employee.

          Employee acknowledges and agrees that neither anything in this Release
nor  the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence  in  any  proceeding  except  to  enforce  this  Release.


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          Employee  acknowledges Employee may hereafter discover facts different
from,  or  in  addition to, those Employee now knows or believes to be true with
respect  to  the  Claims  released,  and  agrees the release herein shall be and
remain  in  effect  in  all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.
Employee  hereby  expressly  waives  and  relinquishes  all  rights and benefits
afforded  by  Section  1542  of the Civil Code of the State of California, which
states  as  follows:

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

          If  any  provision  of  this  Release  or  application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release  which can be given effect without the invalid provision or application.
To  this end, the provisions of this Release are severable.  Employee represents
and warrants Employee has not heretofore assigned or transferred or purported to
assign or transfer to any person, firm or corporation any Claim herein released.

          NOTE:  THE  FOLLOWING  PARAGRAPH APPLIES ONLY IF EMPLOYEE IS AGE 40 OR
OLDER

                               NOTICE TO EMPLOYEE

          The  law  requires that Employee be advised and Company hereby advises
Employee  in writing to consult with an attorney and discuss this Release before
executing  it.  Employee  acknowledges Company has provided to Employee at least
21  days  within  which  to  review and consider this Release before signing it.
Should  Employee decide not to use the full 21 days, then Employee knowingly and
voluntarily waives any claims that Employee was not in fact given that period of
time  or  did  not use the entire 21 days to consult an attorney and/or consider
this  Release.  Employee  acknowledges that Employee may revoke this Release for
up  to  seven  calendar  days following Employee's execution of this Release and
that  it  shall  not become effective or enforceable until the revocation period
has  expired.  Employee  further acknowledge and agree that such revocation must
be  in  writing addressed to Company as follows:  VSource, Inc. at its principal
executive  offices, Attn:  President and received by Company as so addressed not
later  than  midnight  on the seventh day following execution of this Release by
Employee.  If  Employee  so  revokes  this  Release,  the  Release  shall not be
effective  or  enforceable and Employee will not receive the monies and benefits
described  above.  If  Employee  does  not revoke this Release in the time frame
specified  above,  the  Release shall become effective at 12:00:01 on the eighth
day  after  it  is  signed  by  Employee.

Dated:  _________________                           "Employee"



                                              --------------------------
                                                  Michael  Shirman


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