Exhibit 10.18


                               ALLIANCE AGREEMENT

This  Vsource/IBM Alliance Agreement (the "Agreement") is entered into this 19th
day of September, 2000, by Vsource, Inc. ("Vsource"), and International Business
Machines  Corporation  ("IBM").  Vsource  and  IBM  shall  be referred to in the
singular  as  a "Party" and collectively as the "Parties."  The geographic scope
of this Agreement is the United States; however, both Parties may wish to expand
it  at  a  later  date.

ATTACHMENTS
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-    Attachment  A.  IBM  Customer  Agreement

-    Attachment  B.  IBM  Customer  Agreement  Attachment  for  Subcontracting

The  above  attachments  are  part  of  this Agreement, and each is incorporated
herein  by  reference.

If  there  is  a  conflict among the terms in the various documents, those of an
Attachment  shall  prevail over those of this Agreement.  If there is a conflict
between the Attachments themselves, those of Attachment B shall prevail of those
of  the  others.

1.   DEFINITIONS

A.   "Combined  Offering"  means  those products and services of Vsource and IBM
     that  will be mutually agreed to be provided by the Parties to the Relevant
     Client  Set.

B.   "Information  Technology  (IT) & Systems Integration (SI) Provider" means a
     provider  of  hardware,  software  and/or  services  that enable electronic
     business,  as  well  as  hosting  services,  business  process  outsourcing
     services,  and  other  information  technology  and  systems  integration
     services.  (Network communications solutions are specifically excluded from
     this  definition.)

C.   "Program  Office"  means  a  team composed of the members representing each
     Party,  and  with  certain  responsibilities, all as described in Section 4
     below.

D.   "Relevant  Client  Set"  refers  to  buyer  and  suppliers  of products and
     services  who  may  benefit  from  offerings  of  Vsource  and  IBM.

E.   "VSN" (Virtual Source Network) is Vsource's e-Procurement application which
     is  provided  to  the  Relevant  Client  Set.


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2.   INTRODUCTION

Vsource  is  a provider of business to business (B2B) e-procurement solutions to
both  buyers  and  suppliers  in  a  variety  of  industries.  IBM is an IT & SI
provider  to  many  major  industries.

Vsource  will provide e-procurement solutions, focusing on buyers and purchasing
professionals.

IBM  intends  to  maximize  sales  of  services,  hardware  and software through
engagements  with clients and strategic relationships.  A key principle of IBM's
strategy  is  to  market the successes of existing engagements to facilitate the
sale  of  additional engagements.  Another key principle of IBM's strategy is to
leverage  its  experience  as  an  IT  provider  and systems integrator to build
relationships  with  clients  which  will  lead  to  long-term relationships and
multiple  engagements.

Vsource  and  IBM  agree  that  a mutually beneficial relationship, the terms of
which  are  documented  below,  shall  be  implemented  in such a way as to help
support  each  company's  independent  objectives.

3.   RELATIONSHIP  OF  THE  PARTIES

A.   Based  on  the mutually agreed upon objectives, the Parties have identified
     and  will  pursue  a relationship that includes, but is not limited to, the
     following  three  key  components,  and  as  further  defined in section 5:

     -    Vsource  will  recommend  IBM  as  a preferred IT & SI Provider to the
          Relevant  Client  Set;

     -    IBM will assist Vsource to close new business, as mutually agreed upon
          by  the  Parties;  and,

     -    Vsource  and  IBM  will  establish a marketing agreement to focus on a
          Combined  Offering  as  further  described  in  paragraph  5K.

Nothing herein is intended to preclude or restrict Vsource from utilizing IBM as
a  provider of e-procurement solutions, to designate IBM as a Provider of choice
with  respect to e-procurement solutions, or, to recommend IBM as a preferred IT
& SI Provider with respect to e-procurement solutions, should the Parties agree.
This  is  a  non-exclusive  agreement.  The  Parties  may  enter  into  similar
agreements  with  other  companies.

B.   When  Vsource  purchases  services from IBM, the terms ad conditions of the
     IBM  Customer  Agreement,  as  set  forth  in  Attachment  A,  and/or,  as
     applicable,  IBM  Customer  Agreement Attachment for Subcontracting, as set
     forth  in  Attachment  B,  will apply. To the extent that Vsource wishes to
     enter  into an agreement for hosting services, business process outsourcing
     services,  or  other  related  services, the Parties will negotiate in good
     faith  to  establish  the  applicable  agreement  for  such  services.


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C.   As  Vsource  and  IBM  develop  Statements  of  Work  or  other transaction
     documents  (hereafter,  collectively  referred to as "SOW") for the work to
     performed  under  this  Agreement,  the  Parties will include in such SOWs,
     periodic checkpoints at which the Parties will meet to evaluate the overall
     cost  effectiveness  of  the  work  performed  to  date, the levels of cost
     reduction  achieved  in the implementation of the Vsource solution, and the
     appropriateness  and  effectiveness of each Party's staffing levels for the
     applicable  SOW.

D.   While  the  relationship  contemplated  by this Agreement is intended to be
     beneficial  to  both  Parties,  this  Agreement  is  not a guarantee of the
     marketing,  financial  or  other  success  of  either  Party.

4.   GOVERNANCE

During  and/or  following  the  provision of initial consulting services by IBM,
Vsource  may establish a Program Office for work to be performed hereunder.  The
governance of such Program Office will be controlled by the terms and conditions
of  a  Program  Office  Agreement  entered  into  at  a  future  date.

5.   KEY  COMPONENTS

A.   Vsource  clients will require IT and SI capabilities and services needed to
     support  both  the  implementation  of Vsource offerings and their on-going
     business  operations  (e.g.,  procurement,  business processes, deployment,
     etc.),  including  but  not  limited  to:

     (1)  Project  management  for  VSN  pilot  implementation

     (2)  Business  process  analysis  and  transformation

     (3)  IT  infrastructure  and  management

     (4)  Application  project  management

     (5)  Systems  integration

     (6)  Education  and  learning

     (7)  Other  services

B.   To  help  facilitate  its growth in the marketplace, Vsource agrees to name
     IBM  as its IT and SI "Provider of Choice" for its clients. For purposes of
     this Agreement, "Provider of Choice" shall mean that Vsource will recommend
     IBM  in  the  Relevant  Client  Set  as  the preferred provider of services
     referenced  in  this  section.


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C.   IBM  will develop a services practice within IBM Global Services to provide
     both  sales  and services delivery support for the pilot and implementation
     of  VSN.  Within  three  weeks of signing this Agreement, IBM will assign a
     core  team  to  this  practice  and develop a business plan to develop this
     practice  to  meet  the  needs  of  Vsource  and  its  clients.

D.   Beginning  January,  2001,  and  on  a  periodic basis thereafter, IBM will
     evaluate  the  financial  return  of  this  practice.  If in IBM's opinion,
     sufficient  business returns do not appear to exist, IBM may terminate this
     practice.

E.   IBM  will  provide  its  project  management  services  for  VSN  Pilot
     Implementation  to  Vsource's  clients  under  contract  with  Vsource.  To
     preserve  constant  market pricing, IBM will discount its Pilot services to
     Vsource.  All  other  services  will  be contracted directly with Vsource's
     clients.

F.   Vsource  will  make  available to IBM its prospect list, including relevant
     information  about the nature of the specific opportunities, probability to
     close  the  sale,  and  the  expected  close date. This information will be
     provided  to  IBM  for  the sole purpose of scheduling resource deployment.
     This  information  will  only  be  shared within IBM with those individuals
     assigned  to  the  IBM-Vsource  Alliance  and  who have a need to know this
     information  for  the  stated  purpose.

G.   IBM  is free to pursue follow on work with the Vsource clients for whom IBM
     has  performed  initial  services  through  its alliance with Vsource. Such
     follow on work will be offered pursuant to the terms and conditions of this
     Agreement  and  its  Attachments,  as  updated  from  time to time, or upon
     separate  agreement  with  the  client.

H.   Vsource will be responsible for providing the education necessary to enable
     IBM  employees  to  perform  the  integration  and  implementation services
     required  by  Vsource.

I.   If IBM is involved in closing new business for Vsource, IBM will receive an
     ongoing revenue payment equal to 18% of the transaction fee paid to Vsource
     by  the client. This payment will be made if IBM is involved in one or more
     of  the  following  sales  activities:

     -    Refer  a  qualified  company  to  Vsource

     -    Participate  in  sales  calls

     -    Assist  in  closing  the  business

The revenue payment will be made to IBM upon receipt of the client payment.  IBM
and Vsource will mutually determine for which clients IBM participated in one or
more  of  the  above  sales  activities.


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J.   Notwithstanding  the  foregoing,  nothing contained in this Agreement shall
     preclude Vsource from working with any Client in the Relevant Client Set if
     such Client, following Vsource's recommendation of IBM as set forth herein,
     chooses a service provider other than IBM to provide IT and SI services for
     such  Client's  implementation  of  the  Vsource  solution.

K.   The  Parties  agree  that  there  is  synergy between Vsource, IBM, and the
     Relevant  Client  Set.  The  Parties  agree  to evaluate the opportunity to
     establish  a  mutually  agreed  to marketing agreement that will focus on a
     Combined  Offering to the Relevant Client Set. The marketing agreement will
     enable  both  parties  to  further define the go to market strategy for the
     Combined  Offering.

L.   Within  thirty  days of the execution of this Agreement, IBM will work with
     Vsource  to  develop  a  preferred  pricing  agreement  for  Vsource.  This
     Agreement  will  apply to IBM products and services used by Vsource for its
     IT  infrastructure.  The  preferred pricing developed will not apply to IBM
     products  and  services  acquired  by  Vsource  for  resale to its clients.

6.   PUBLICITY

All  public  announcements  by  either  Party related to this Agreement shall be
subject  to  the prior written approval of the other Party.  Neither Party shall
identify, either expressly or by implication, this relationship, the other Party
or  the  other  Party's  corporate  affiliates  or  use any of the other Party's
affiliates' names, trademarks, trade names, services marks, or other proprietary
marks in any advertising, press releases, publicity matters or other promotional
materials without the other Party's prior written approval.  The foregoing shall
not  restrict  either  Party  from  disclosures  required by law or governmental
agency,  provided  the  Party that receives such a request gives the other Party
prompt  notice  to  allow  the  other Party a reasonable opportunity to obtain a
protective  order,  if  required.

7.   INTELLECTUAL  PROPERTY  RIGHTS

The  ownership,  license and other proprietary rights regarding any intellectual
property  developed in association with performance under this Agreement will be
governed  by  and  subject  to  the  terms  and  conditions  of the IBM Customer
Agreement  and/or,  as  applicable,  the  IBM  Customer Agreement Attachment for
Subcontracting,  and  any  applicable  SOWs.

8.   TERM

Once  signed  by  both  Parties,  this Agreement will remain in effect unless or
until  terminated by either Party pursuant to the provisions of Section 9 below.


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9.   TERMINATION

Either  Party  may  terminate this Agreement upon a material breach of the other
Party  to  perform  its  obligations hereunder as follows: the terminating Party
shall  give  the other Party written notice of the basis for termination and the
other  Party  shall  have  thirty (30) days in which to cure the default or make
substantial  progress  toward  curing  the  default. If the default has not been
cured  within  the 30-day period but substantial progress toward a cure has been
made,  the  defaulting  Party  shall  provide  the terminating Party, during the
30-day  period,  with  a detailed plan that establishes the schedule and program
for  curing  the  default  within  the succeeding 30 days. If the default is not
cured  within  the  30-day  period,  or  if  the  defaulting Party fails to make
substantial  progress toward a cure or to provide a detailed plan for completion
of  the  effort or fails to cure the default within the succeeding 30-day period
following  the  delivery  of  such  detailed  plan, the Agreement will terminate
effective  upon  the  lapse  of  the  applicable 30-day period.

10.  THIRD  PARTIES

Either  Party may subcontract to a third party, all or a portion of the services
that  it  provides  under  this  Agreement.  The  Parties  agree  to  reasonably
cooperate  so  as  to  obtain  optimum  subcontractor  performance  under  this
Agreement.  To  the  extent  that  said  subcontracting  materially  impacts  or
presents  a reasonably certain risk of materially impacting a Party's ability to
achieve its individual objectives, approval of the other Party will be required.
Each  Party  agrees  to  ensure  that  each  of  its  subcontractors  executes a
non-disclosure  agreement, with terms at least as restrictive as those contained
in  the  Agreement  For  Exchange  of  Confidential  Information executed by the
Parties ("AECI") regarding any Confidential Information, as that term is defined
within  the  AECI,  disclosed  to  such  subcontractor  under  this  Agreement.

11.  LIMITATION  OF  LIABILITY

Each  Party's  entire liability for any and all damages resulting from any claim
in  any way related to the subject matter of this Agreement shall be governed by
the  terms  and  conditions of the IBM Customer Agreement and/or, as applicable,
the  ISA,  between  the  Parties.

12.  CONFIDENTIALITY

Any  disclosures of Confidential Information, as that term is defined within the
AECI,  will  be  governed  by  the terms of the AECI.  All information exchanged
between  the Parties is non-confidential, unless it is disclosed pursuant to the
terms  of  the  AECI.


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13.  FREEDOM  OF  ACTION

The  Parties  shall  perform  their  obligations  as independent contractors and
nothing herein shall be construed as creating any other relationship between the
Parties.  Each  Party shall be solely responsible for the withholding or payment
of  all  applicable federal, state and local income taxes, social security taxes
and  other  payroll  taxes  with respect to its employees, as well as any taxes,
contributions  or  other obligations imposed by applicable state unemployment or
workers' compensation acts.  Each Party has sole authority and responsibility to
hire,  terminate  and  otherwise  control  its  employees.

This  Agreement  shall  not  prevent  either  Party  or  its  subsidiaries  from
marketing,  acquiring  or  developing  solutions, products or services which are
competitive  to  those  of  the  other  Party,  except  that any such solutions,
products  or  services  may  not  violate  a Party's obligations under the AECI.

14.  NOTICES

Notices given by one Party to the other under this Agreement shall be in writing
and  shall  be  delivered via electronic means as agreed upon by the Parties, or
personally, sent by express delivery service, certified mail in first class U.S.
Mail  postage  prepaid  and  addressed  to  the  respective  Parties as follows:


TO VSOURCE:                     TO IBM:

Robert McShirley                Alan Savery

Vsource, Inc.                   IBM Corporation
5740 Ralston Street, Suite 110  425 Market Street
Ventura, CA  93003              San Francisco, CA  94102

                                WITH COPY TO:

                                IBM Corporation
                                Office of Regional Counsel
                                Mail Stop: SF19-F-2
                                425 Market Street
                                San Francisco, CA  94105-2425

or  to  such  other  address  as  either Party shall designate by proper notice.
Notices  will  be  deemed  given as of the earlier of (a) the date of the actual
receipt,  (b)  the  next  business  day  when notice is sent via express mail or
personal  delivery, or (c) three (3) days after the mailing in the case of first
class  or  certified  U.S.  Mail.

15.  COMPLIANCE  WITH  LAWS  AND  GOVERNING  LAW

Each Party shall comply with all applicable federal, state and local laws, rules
and regulations applicable to its performance under this Agreement.  The laws of


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the  state  of  California govern this Agreement.  Both Parties waive a trial by
jury.  Both  Parties agree that under this Agreement, neither Party will bring a
legal  action  more  than  two  (2) years after the cause of action arose unless
otherwise provided by local law without the possibility of contractual waiver or
limitation.

Nothing  in this Agreement affects any statutory rights of consumers that cannot
be  waived  or  limited  by  contract.

16.  COPIES  OF  AGREEMENT

Once  signed,  any  reproduction of this Agreement made by reliable means (e.g.,
photocopy  or  facsimile),  is  considered  an  original.

17.  NO  THIRD  PARTY  BENEFICIARIES

This  Agreement  is  solely for the benefit of the Parties signing below.  There
are  no  third  party  beneficiaries  to  this  Agreement.

18.  DISPUTE  RESOLUTION  AND  ATTORNEY'S  FEES

In  the  event  of  an  alleged breach of or other dispute regarding performance
under  this  Agreement,  and  any  Attachments hereto, by either Party, and as a
prerequisite  to the exercise of any other remedies available under the law, the
Parties  agree  to  engage  in  a good faith effort negotiation in an attempt to
resolve  the  dispute  or  alleged  breach.  In  the  event  that  this  initial
negotiation is not successful within fifteen business days, the Parties agree to
escalate the dispute or alleged breach to the executive level of each Party, and
the  senior  executives  of  each  Party  agree to negotiate in good faith in an
attempt  to  arrive at a mutual resolution of such dispute or alleged breach. If
within  thirty  (30)  days following such escalation, no resolution is achieved,
the  Parties  may  then  pursue their respective remedies pursuant to applicable
law.

19.  ENTIRE  AGREEMENT

The  terms contained in this Agreement and the Attachments hereto constitute the
entire  agreement  between  the  Parties  with  respect  to  the  subject matter
addressed herein, superseding all other prior or contemporaneous understandings,
proposals and other communications, oral or written.  This Agreement may only be
amended  or  modified by a writing referencing this Agreement and signed by both
Parties.


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IN  WITNESS  WHEREOF,  the  Parties  have  executed this Agreement by their duly
authorized  representatives  in  one  or  more counterparts, each of which shall
constitute  an  original,  effective  as  of  the  date  set  forth  above.

Agreed to:                        Agreed to:

VSOURCE, INC.                     INTERNATIONAL BUSINESS MACHINES
                                  CORPORATION

By:   /s/                         By:   /s/
   -----------------------------      ---------------------------------------
Name:   Robert C. McShirley       Name:   Joseph P. Conlow Jr.
     ---------------------------       --------------------------------------
Title:  Chief Executive Officer   Title:  Vice President
      --------------------------        -------------------------------------
Date:   September 19, 2000        Date:   September 20, 2000
     ---------------------------       --------------------------------------


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