EXHIBIT 10.1
                      DISTRIBUTION AND MARKETING AGREEMENT

US  WEST  Interprise  America, Inc., a Colorado Corporation ("USW") with offices
located  at  1801  California  Street #3400, Denver, Co  80202 and Vsource, Inc.
("Vsource") with offices located at 5740 Ralston, Suite 110, Ventura, CA  93003,
("Party" or "Parties"), hereby execute this Distribution and Marketing Agreement
("Agreement")  and  agree  as  follows:

     1.     SCOPE:  Vsource  will  provide  the  services  and  any  resulting
deliverables (the "Services") according to the specifications ("Specifications")
which are described herein or attached hereto.  USW's Affiliates and Assigns may
acquire  Services  under  the  terms  and  conditions  of  this  Agreement.

     2.     DEFINITIONS:  The  terms  defined  in  this Agreement shall have the
meanings  set  forth  below  whenever  they  appear in the Agreement, unless the
context  in  which  they  are  used  clearly  requires  a different meaning or a
different  definition  is  described  for  a  particular  provision:

          2.1  "AFFILIATES"  means any  entity,  which  directly  or  indirectly
     controls,  or is  controlled  by, or is under  common  control  with,  USW.
     "Control" means (i) for corporate entities, direct or indirect ownership of
     fifty percent (50%) or more of the stock or shares entitled to vote for the
     election of the board of directors or other  governing  body of the entity;
     and (ii) for non-corporate entities,  direct or indirect ownership of fifty
     percent (50%) or greater of the equity interest.

          2.2 "CUSTOMER(S)" means USW's Customers, either potential or existing.

          2.3 "SUPPORT  MATERIALS"  means all,  applications,  methods and other
     documents (in any medium) customized by or for USW that Vsource's personnel
     use in  conjunction  with the  performance of Services under the Agreement.
     Vsource shall not use Support Materials in conjunction with the performance
     of Services  hereunder unless USW first approves such Support  Materials in
     writing.

          2.4  "DECISION  MAKER(S)"  means those  persons that are eighteen (18)
     years of age or older and authorized to purchase  products  and/or Services
     for Customers.

          2.5  "SALES  ORDER(S)"  means  the  information  describing  all  Work
     Products and/or Services that Customers have purchased  during each contact
     with Vsource.

          2.6  "SERVICE  SCHEDULE" an  attachment  to the  Agreement  specifying
     details of projects to be performed under the terms of the Agreement.

     3.     [Redacted.]

     4.     WARRANTY:  Services  shall  be  performed  in a professional manner,
consistent  with industry standards and the requirements of this Agreement.  USW
may  inspect  Services  at  any  time  with  reasonable  notice  to  Vsource.

     5.  CONFIDENTIAL  INFORMATION  AND PROPERTY:  Confidential  Information and
Property ("Confidential Information") shall mean any and all business, technical
or  third-Party  information  (including  but not  limited to  marketing  plans,
financial data,  specifications,  drawings sketches,  models, samples,  computer
programs,  logos,  or  documentation)  marked as confidential or proprietary and
provided,  disclosed or made available under this  Agreement.  The Parties shall
restrict access to the Confidential  Information to employees or agents who have
a "need to know".  The  Parties',  employees  or agents,  shall not disclose the
Confidential  Information  to any third Party and shall  treat the  Confidential
Information in the same way it treats its own  Confidential  Information of like
kind.  This  provision  will not  apply to  information  which is in the  public
domain,  is  previously  known to the  receiving  Party  without  obligation  of
confidentiality,  is  independently  developed  by  the  receiving  Party  or is
obtained  by the  receiving  Party  from a third  party  that  does  not have an
obligation to keep the information  confidential.  The Parties will not make any
copies of the  Confidential  Information,  except to facilitate  the purpose for
which  the  information  is  provided.


                                                                    Page 1 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>
     6.  OWNERSHIP;   INTELLECTUAL  PROPERTY:   Intellectual  Property  includes
inventions,  discoveries,  improvements,  concepts,  methods,  processes, ideas,
information,  software,  and other  intellectual  property  which is originated,
developed or prepared in connection with Service(s) under this Agreement. Unless
otherwise   expressly  provided  in  applicable  Service  Schedule(s)  or  other
attachments, "Intellectual Property" which is originated, developed or prepared:
(1) by employees, agents or independent contractors of one Party shall belong to
that Party; and/or (2) jointly by employees of both Parties shall belong jointly
to both, and each Party hereby grants the other an unrestricted,  non-exclusive,
royalty-free,   perpetual,  irrevocable  license  to  copy,  use,  disclose  and
sublicense such jointly developed  Intellectual  Property in connection with its
business.  At the request and expense of USW,  Vsource  will assist USW and sign
all  appropriate  documents,  during  and after the term of this  Agreement,  to
enable USW to obtain intellectual property protection for Intellectual Property.
USW will, at the request and expense of Vsource,  provide the same assistance to
Vsource with respect to  Intellectual  Property.  The  assisting  Party will not
charge any fees or other charges of any kind in connection with such activities.

     7.  PRIVACY:  Vsource  shall treat all Customer  information  gathered as a
result of this Agreement as  Confidential  Information,  in accordance  with the
provisions  of  Section  5  (confidential  Information  and  Property)  of  this
Agreement.

     8. INDEPENDENT CONTRACTOR: Each of the Parties certifies that it is engaged
in an independent business and will perform its obligations under this Agreement
as an independent contractor and not as the agent or employee of the other; that
it has no authority  to act for or bind the other;  that such Party may and does
work for other  customers;  that any  persons  provided  by such Party  shall be
solely  the  employees  or agents  of that  Party  under its sole and  exclusive
direction and control.  Each Party hereto is solely responsible for the hours of
work, methods of performance and payment of its employees and agents. Each Party
hereto is solely responsible for providing worker's compensation,  unemployment,
disability  insurance  and social  security  withholding  for its  employees and
agents,  and shall  comply with all other  federal,  state and local,  rules and
regulations.  Each Party is responsible for and shall pay all assessable federal
and state income tax on amounts paid to it under this Agreement.

     9. INDEMNIFICATION: Vsource warrants and represents that the Services shall
not infringe any third party patent, copyright, trademark, trade secret or other
proprietary rights. Vsource shall indemnify,  hold harmless and defend, USW, its
officers,  directors,  Affiliates, agents and employees from any and all claims,
demands,  litigation,  expenses and liabilities  (including costs and attorneys'
fees)  ("Liabilities")  arising  from or  incident  to breach of this  warranty.
Vsource  shall  indemnify  and  hold  harmless  USW,  its  parents,  Affiliates,
subsidiaries,  owners,  agents,  directors  and  employees  from and against all
Liabilities  arising from personal  injury or property damage caused by Vsource,
its agents and employees  and others under its  direction or control.  USW shall
indemnify  and  hold  harmless  Vsource,   its  owners,   parents,   affiliates,
subsidiaries,  agents,  directors and employees from and against all Liabilities
arising from  personal  injury or property  damage caused by USW, its agents and
employees and others under its direction or control.

     10.  LIMITATION  OF  LIABILITY:  Neither  Party is  liable to the other for
consequential,  incidental,  indirect,  punitive or special  damages,  including
commercial loss and lost profits,  however caused and regardless of legal theory
or foreseeability, directly or indirectly arising under this Agreement.


                                                                    Page 2 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.

<PAGE>
     11. INSURANCE:  Vsource and any subcontractors  shall maintain insurance as
follows:  (a) Commercial  General  Liability  covering claims for bodily injury,
death,  personal injury or property damage with minimum limits of  $1,000,000.00
each  occurrence  with  a  General   Aggregate  limit  of   $2,000,000.00;   (b)
Comprehensive Automobile Liability covering ownership, operation and maintenance
of all  owned,  non-owned  and hired  automobiles  used in  connection  with the
performance  of this  Agreement,  with  minimum  limits  of  $1,000,000.00  each
occurrence;  (c) Worker's  Compensation with statutory limits as required in the
state where the Services are being provided. USW shall be given thirty (30) days
advance  written  notification  of any  cancellation  or material  change of the
policy.  Vsource  shall  forward  certificate(s)  of  insurance  to USW prior to
commencement  of Services and upon renewal of insurance  during the term of this
Agreement.

     12.  SAFETY,  HEALTH  AND  ACCIDENT  REPORTS:  The safety and health of the
employees  and agents of a Party  brought on premises  the premises of the other
Party shall be the sole  responsibility of the Party employing such employees or
agents.  While the  employees  and agents of a Party are on the  premises of the
other Party, the employing Party shall comply with all local,  state and federal
environmental,  health and safety requirements,  including those relating to the
use and handling of hazardous  materials.  The employing  Party shall report all
accidents,  injury-inducing  occurrences  or property  damage  arising  from the
performance of Services. The other Party may request copies of any reports filed
with the employing  Party's insurer or others.  The employing  Party's employees
and agents shall comply with all plant rules and regulations  while on the other
Party's premises.

     13. COMPLIANCE WITH LAWS: Vsource shall, at its expense, obtain all permits
and licenses,  pay all fees, and comply with all federal,  state and local laws,
ordinances,  rules,  regulations and orders applicable to Vsource's  performance
under this Agreement.

     14. PERFORMANCE STANDARDS: Vsource agrees that the Services performed under
this  Agreement  shall be free from defects in  performance  or material,  shall
conform to the requirements and  specifications of the Agreement and attachments
hereto,  and  shall be fit and  sufficient  for the  purposes  expressed  in, or
reasonably to be inferred from the Agreement  and  attachments  hereto.  Vsource
agrees to perform the Services with care, skill and diligence in accordance with
the  applicable  professional  and industry  standards  currently  recognized by
Vsource's  profession  and  industry and shall be  responsible  for the quality,
technical accuracy,  completeness and coordination of all reports,  information,
specifications  and other items and  Services  furnished  under this  Agreement.
Vsource shall comply with all applicable  governmental laws,  ordinances,  codes
and regulations in performing the Services.

If  Vsource  fails  to  meet  applicable  performance  standards set out in this
Agreement  and  attachments and Service Schedules, Vsource shall, at not cost to
USW  or  Vsource's  customer, correct or revise any error or deficiencies in the
Services.

     15. YEAR 2000 COMPLIANCE: Vsource represents and warrants that the Services
provided  under  this  Agreement  are  Year  2000  Compliant  and  will  lose no
functionality on or after January 1, 2000 or with respect to the introduction of
records  containing  dates  falling  on or after  January  1,  2000.  "Year 2000
Compliant"  means that the  Services  will  function  or be usable  properly  in
accordance  with the  requirements  of this  Agreement  and will record,  store,
process,  calculate and present  calendar  dates falling on and after January 1,
2000, and will calculate any information  dependent on or relating to such dates
in the same manner and functionality as on or before December 31, 1999.  Vsource
shall  modify or  replace  any  Services  that are not Year 2000  Compliant.  If
Vsource is unable to or fails to modify or replace Services,  USW shall have the
right to make such  modification or replacement and charge Vsource for any costs
incurred.

     16. [Redacted.]


                                                                    Page 3 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>
     17.     DISPUTE  RESOLUTION:  If  any claim, controversy or dispute between
the  Parties,  their  agents,  employees,  officers,  directors,  or  affiliates
("Dispute")  cannot  be  settled  through  negotiation or mediation, it shall be
resolved by arbitration conducted by a single arbitrator engaged in the practice
of  law,  under  the  then current rules of the American Arbitration Association
("AAA").  The  Federal  Arbitration  Act,  9  U.S.C.  Sec. 1-16 shall govern the
arbitrability of all Disputes.  The arbitrator shall not have authority to award
punitive  damages.  All  expedited  procedures prescribed by the AAA rules shall
apply.  The  arbitrator's  decision  and  award  shall  be final and binding and
judgment  may  be  entered in any court having jurisdiction thereof.  Each Party
shall  bear  its  own  costs and attorneys' fees, and shall share equally in the
fees and expenses of the arbitrator. Notwithstanding the foregoing, either Party
may  seek  injunctive  relief  in an appropriate court of law until such time an
arbitrator  is  assigned.  The  laws of the State of California shall apply, and
any  arbitration  shall  occur  in  San  Francisco,  California.

     18.  FORCE  MAJEURE:  Neither  Party is liable  to the other  Party for any
delay,  error,  failure in performance or interruption of performance  resulting
from causes beyond their control.  The injured Party may elect to terminate this
Agreement and/or any Service Schedule upon written notice.

     19.  REMEDIES:  Subject to the Article on Dispute  Resolution  contained in
this Agreement and as limited by Section 10  "Limitation  of Liability"  herein,
the remedies  stated in this Agreement are cumulative and are in addition to any
other rights available in law or in equity.

     20.  RECORDS AND AUDITS:  Vsource  shall  maintain  complete  and  accurate
records  as  appropriate  in  accordance  with  generally  accepted   accounting
principles,   for  a  period  of  twenty-four  (24)  months  from  the  date  of
termination,  cancellation or expiration of this Agreement.  USW may inspect and
keep copies of  Vsource's  records  related to this  Agreement  upon  reasonable
notice.

     21.  ASSIGNMENT  AND  DELEGATION:  Neither  Party  shall  not  assign  this
Agreement,  in whole or in part, without the prior written consent of the other,
which shall not be unreasonably  withheld;  and any attempted assignment without
such consent shall be void.  Either Party may assign this Agreement  through its
merger  or as  part  of the  sale  of  substantially  all of its  assets  to the
counterparty of any such merger or acquisition.

     22. [Redacted.]

     23. NOTICES: Any notices required under this Agreement shall be sent to the
addresses of the Parties stated in the first paragraph of this Agreement. Notice
will be deemed  given  (1) as of the day they are  deposited  with an  overnight
courier,  charges prepaid, return receipt requested,  with a confirming telefax;
or (2) as of the day of receipt if they are  deposited in certified  U.S.  Mail,
charges prepaid,  return receipt  requested;  or (3) as of the day of receipt if
they are hand delivered. Copies of any such notices shall be sent to:

          U  S WEST, Inc.                Sheppard, Mullin, Richter & Hampton LLP
          Law  Department                650  Town  Center  Drive,  4th  Floor
          1801 California Street #5100   Costa  Mesa,  CA  92626
          Denver,  CO  80202             Fax:  714-513-5130
          Fax:  303-308-9455             Attn.:  John  J.  Giovannone,  Esq


                                                                    Page 4 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>
     24. ADVERTISING,  PUBLICITY:  Neither  Party  shall  use  the other Party's
names,  marks, codes, drawings or Specifications in any advertising, promotional
efforts  or publicity of any kind without the expressed prior written permission
of  the  other  Party.

     25. WAIVERS:  No  waiver of  any  provision of  this Agreement or any right
or  obligation  of  a  Party shall be effective unless in writing, signed by the
Parties.  The  failure of either Party to enforce a right shall not constitute a
waiver.

     26. MODIFICATIONS  OR  AMENDMENTS:  Modifications  and  amendments  to this
Agreement shall be in writing and signed by the Parties.

     27. NONEXCLUSIVE AGREEMENT: This Agreement is nonexclusive and USW does not
make any  commitment or guarantee for any minimum or maximum  amount of business
that it will engage in with Vsource.

     28. SEVERABILITY:  Any term of this Agreement which is held to be  invalid,
illegal, unenforceable or void will in no way affect any other provision.

     29. SEVERAL  LIABILITY:  If more than one party is referred to as USW, then
their obligations and liabilities shall be several, not joint.

     30. ENTIRE AGREEMENT:  This Agreement and any Service Schedule  constitutes
the entire  Agreement  between the Parties for the Services to be provided.  Any
prior oral or written communications or agreement of the Parties with respect to
the Services not  expressly  set forth in this  Agreement or any  attachment  or
Service Schedule or the like, are of no force or effect.

The  Parties,  intending  to  be legally bound, have caused this Agreement to be
executed  by  their  authorized  representatives  on  the dates set forth below.


U  S  WEST  INTERPRISE  AMERICA,  INC.          VSOURCE,  INC.


                                                                    Page 5 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>
                          SERVICE SCHEDULE #1 ("SS#1")
                     TO DISTRIBUTION AND MARKETING AGREEMENT

This  SS#1  is  issued  pursuant  to  the  terms  and conditions of that certain
Marketing  and  Distribution  Agreement  ("Agreement"), effective April 15, 1999
("Agreement"),  by  and  between  U S WEST Interprise America, Inc. with offices
located  at  1801 California Street #3400, Denver, CO 80202 ("USW") and Vsource,
Inc.  ("Vsource")  with  offices located at 5740 Ralston, Suite 110, Ventura, CA
93003.

[Redacted.]

7.     GENERAL:

     This SS#1 and the Agreement  shall be read so as to complement  each other.
     However,  in the event of an irreconcilable  conflict in the terms thereof,
     the  provisions of the Agreement  shall have  precedence  over the terms of
     this SS#1.


                                                                   Page 10 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>

The Parties  intending to be legally bound have caused this SS#1 to Agreement to
be executed by their duly authorized representatives.

U  S  WEST  INTERPRISE  AMERICA,  INC.            VSOURCE,  INC.


                                                                   Page 11 of 11
  CONFIDENTIAL & PROPRIETARY.  DISCLOSE & DISTRIBUTE SOLELY TO THOSE INDIVIDUALS
                            WHO HAVE A NEED TO KNOW.
<PAGE>