Exhibit 10.13


                                  VSOURCE, INC.

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is entered into as of
_________________  by  and  among  VSource,  Inc.,  a  Delaware corporation (the
"Company"),  the  persons  whose signatures appear on the signature pages hereto
under  "OTT  Shareholder" (the "OTT Shareholders"), and persons whose signatures
appear  on  the  signature  pages  hereto  under  "OTT Warrant Holder" (the "OTT
Warrant  Holders")

     WHEREAS, the Company, OTT Acquisition Corp., a California corporation and a
wholly-owned  subsidiary  of  the  Company  ("Merger  Sub"),  Online Transaction
Technologies,  Inc.,  a  California corporation ("OTT"), 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 OTT (the "Merger"), OTT will be the surviving
corporation  and  become  a wholly-owned subsidiary of the Company and shares of
the  common  stock  of  the  Company will be issued to the OTT Shareholders; and

     WHEREAS, in connection with the Merger Agreement, the Company has agreed to
enter  into  this  Agreement.

     NOW  THEREFORE,  in  consideration  of  the mutual agreements and covenants
contained  herein,  the  parties  hereby  agree  as  follows:

     1.  DEFINITIONS.  As  used  herein:

          1.1     The term "Common Stock" means the common stock, $.01 par value
per  share,  of  the  Company,  or  any  capital  stock of the Company or of any
successor  issued  in  exchange  therefor.

          1.2     The term "Holder" means any person who is the record holder of
Registrable Shares; provided that if such person is not an OTT Shareholder or an
OTT Warrant Holder, such person shall be deemed a Holder only if the Registrable
Shares  were  transferred  to  such  person  in  accordance  with  Section  6.

          1.3     The  term  "Ownership  Percentage" means, with respect to each
Holder  requesting  inclusion  of  Registrable  Shares in a Public Offering, the
number  of Registrable Shares held by such Holder at the applicable date divided
by  the  aggregate  of (i) all Registrable Shares held by all Holders requesting
registration  in such offering and (ii) the total number of all other securities
entitled  to registration pursuant to any agreement with the Company and held by
others  participating  in  the  Public  Offering.


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          1.4     The  term  "person"  means  an  individual,  corporation,
partnership,  association,  trust,  estate  or  other  entity  or  organization.

          1.5     The term "Public Offering" means and includes the closing of a
public  offering  pursuant  to  an  effective  registration  statement under the
Securities  Act,  covering  the  offer  and  sale  of Common Stock issued to the
general public, other than an offering made solely in connection with a business
combination  or  a  compensatory  benefit  plan.

          1.6     The  terms  "register," "registered," and "registration" refer
to  a  registration effected by preparing and filing a registration statement in
compliance  with  the Securities Act (as defined below) and the applicable rules
and regulations thereunder, and the declaration or ordering of the effectiveness
of  such  registration  statement.

          1.7     The  term  "Registrable Shares" means (i) the shares of Common
Stock issued to the OTT Shareholders by operation of the Merger, (ii) the shares
of  Common  Stock  issued  to  the  OTT  Warrant  Holders  upon  exercise of the
Replacement  Warrants (as defined in the Merger Agreement), and (iii) any shares
of  Common  Stock  issued  as  a  result  of  a  stock  split, dividend or other
distribution  with respect to or in exchange for or in replacement of the shares
referenced in (i) or (ii) above; excluding in all cases, however, any shares (A)
sold  by a person in a transaction in which such person's rights under Section 2
are  not  transferred in accordance with Section 6, (B) held in escrow under the
Escrow  Agreement  of even date herewith by and among the Company, the Founders,
Colin  P.  Kruger,  as  the  "Shareholder Representative," and Sheppard, Mullin,
Richter  &  Hampton  LLP,  as  escrow  agent,  or  (C)  subject  to  the lock-up
restrictions  imposed by the Employment Agreements of even date herewith between
the  Company  and  each  of the Founders.  In addition, any particular shares of
Common  Stock  shall  cease  to  be Registrable Shares when:  (w) a registration
statement  with  respect  to  the  sale  of  such  securities  shall have become
effective  under the Securities Act and such securities shall have been disposed
of  in  accordance  with  such  registration statement, (x) they shall have been
distributed  to  the  public  pursuant  to Rule 144 (or any successor provision)
under the Securities Act or may be so distributed within any three month period,
(y)  they shall have been otherwise transferred, new certificates for them shall
have  been delivered by the Company and subsequent disposition of them shall not
require  registration  or  qualification of them under the Securities Act or any
similar  state  law  then  in  force,  or  (z)  they  shall  have  ceased  to be
outstanding.

          1.8     The term "Securities Act" means the Securities Act of 1933, as
amended.

          1.9     The  term  "Series 2-A Shareholder" means any holder of shares
of  the  Company's  Series 2-A Convertible Preferred Stock (or shares of capital
stock  issued  upon  conversion thereof) or of the warrants issued to holders of
such  preferred  stock  (or  the  shares  of  capital stock issued upon exercise
thereof).


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          1.10     The  term  "Series  2-A  Registration" means the registration
statement  to be filed by the Company, on behalf of the Series 2-A Shareholders,
as  amended  from  time  to  time.

     2.  REGISTRATION  RIGHTS.

          2.1     If,  at  any time following the closing of the Public Offering
to  be  effected  by the Series 2-A Registration, the Company shall determine to
effect  a  Public  Offering, it shall send to each Holder written notice of such
determination  and,  if  within ten (10) days after receipt of such notice, such
Holder  shall  so  request in writing, the Company shall cause to be included in
the  registration  statement all or any part of the Registrable Shares that such
Holder  requests  to  be  registered.

          2.2     If  the  shares  being  sold  by  the  Company  under  such
registration  are  to  be  underwritten, each Holder of Registrable Shares to be
included in such registration shall enter into and perform its obligations under
the  underwriting  agreement  required  by  the  underwriter.

          2.3     Notwithstanding Section 2.1, if, in connection with any Public
Offering,  the  managing  underwriter,  if  any,  or the Company, if there is no
managing  underwriter,  shall  impose  a  limitation  on the number of shares of
Common  Stock  included  in  the  registration  because, in the judgment of such
underwriter or the Company, as applicable, such limitation is necessary based on
market  conditions,  the  Company  may  exclude, to the extent so advised by the
managing  underwriter  or  so  determined  by  the  Company,  as applicable, the
Registrable  Shares  from  the  underwriting;  provided,  however,  that  if the
managing  underwriter  or  the Company, as applicable, does not entirely exclude
the  Registrable Shares from the underwriting or registration, the Company shall
be  obligated  to  include  in  such registration statement, with respect to the
requesting  Holder,  an amount of Registrable Shares equal to the product of (i)
the  number  of  Registrable Shares that remain available for registration after
the  underwriter's  or  Company's  cut  back  and  (ii)  such Holder's Ownership
Percentage.  Registrable  Shares  may  not be excluded from such underwriting or
registration  to any greater extent than securities held by any other person who
has  exercised registration rights with respect to such securities in connection
with  such  underwriting  or  registration  (including,  without  limitation,
securities  held  by  management  or  other affiliates of the Company); it being
agreed  that  such  limitation  shall  not  apply  to  any of the following: (i)
securities held by Series 2-A Shareholders, (ii) securities held by shareholders
exercising demand registration rights, and (iii) securities being offered by the
Company  for  its  own  account.


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<PAGE>
          2.4     The Company may require each Holder selling Registrable Shares
to  furnish  to  the Company such information and documents regarding the Holder
and  the  distribution  of such securities as may be required to be disclosed in
the Registration Statement by the rules and regulations under the Securities Act
or  under  any  other  applicable  securities or blue sky laws of the applicable
jurisdictions.

          2.5     The  Company  will  from  time to time amend or supplement the
registration  statement  and the prospectus contained therein used in any Public
Offering  under  which  Registrable  Shares  are  being  sold  pursuant  to this
Agreement  as  and to the extent necessary to comply with the Securities Act and
any  applicable  state  securities  statute  or  regulation.

          2.6     Each  Holder selling Registrable Shares shall, upon receipt of
any  notice  from Company of the happening of any event of the kind described in
Section 4(c), immediately discontinue disposition of Registrable Shares pursuant
to  the  Registration Statement until such Holder's receipt of the copies of the
supplemented  or  amended  prospectus  contemplated  by Section 4(c), and, if so
directed  by  Company,  each  such  Holder will deliver to Company (at Company's
expense)  all  copies,  other  than  permanent file copies then in such Holder's
possession,  of  the  prospectus covering such Registrable Shares current at the
time  of  receipt  of  such  notice.

     3.  INDEMNIFICATION.

          3.1     In the event that the Company registers any of the Registrable
Shares  under  the  Securities Act, the Company will indemnify and hold harmless
each  Holder  and  each  underwriter  of  the  Registrable  Shares so registered
(including  any broker or dealer through which such shares may be sold) and each
person,  if  any,  who  controls  such Holder or any such underwriter within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims,  damages,  expenses  or  liabilities (or any action in respect thereof),
joint  or  several,  to  which  they  or  any  of  them become subject under the
Securities  Act  or  under any other statute or at common law or otherwise, and,
except  as  hereinafter  provided,  will  reimburse  each such Holder, each such
underwriter  and  each  such  controlling person, if any, for any legal or other
expenses  reasonably  incurred  by  them  or  any  of them, as such expenses are
incurred,  in  connection with investigating or defending any actions whether or
not  resulting  in  any  liability,  insofar  as  such  losses, claims, damages,
expenses,  liabilities  or actions arise out of or are based upon (i) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in the
registration  statement, in any preliminary or amended preliminary prospectus or
in  the  prospectus (or the registration statement or prospectus as from time to
time  amended  or  supplemented  by  the  Company); (ii) any omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary  in  order to make the statements therein not misleading; or (iii) any
violation  by  the Company of the Securities Act, the Securities Exchange Act of
1934,  as  amended  (the  "Exchange Act"), a state securities law or any rule or
regulation  under  the  Securities Act, the Exchange Act or any state securities
law;  provided,  however,  that the indemnity contained in this Section 3.1 will


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<PAGE>
not  apply where such untrue statement or omission was made in such registration
statement,  preliminary  or  amended,  preliminary  prospectus  or prospectus in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  in  connection therewith by such Holder of Registrable Shares, any such
underwriter  or  any such controlling person for use therein or arises from such
Holder's breach of its obligations under this Agreement.  Promptly after receipt
by  any  Holder of Registrable Shares, any underwriter or any controlling person
of notice of the commencement of any action in respect of which indemnity may be
sought  against  the  Company,  such  Holder  of  Registrable  Shares,  or  such
underwriter  or  such  controlling  person,  as the case may be, will notify the
Company  in  writing of the commencement thereof, and, subject to the provisions
hereinafter  stated,  the  Company  shall  assume  the  defense  of  such action
(including  the  employment  of  counsel,  who  shall  be  counsel  reasonably
satisfactory  to  such  Holder  of  Registrable Shares, such underwriter or such
controlling  person, as the case may be), and the payment of expenses insofar as
such  action shall relate to any alleged liability in respect of which indemnity
may  be sought against the Company. The Company shall not be liable to indemnify
any person under this Section 3.1 for any settlement of any such action effected
without  the  Company's  consent  (which  consent  shall  not  be  unreasonably
withheld).  The  Company shall not, except with the approval of each party being
indemnified  under  this  Section  3.1  (which approval will not be unreasonably
withheld),  consent  to  entry of any judgment or enter into any settlement that
does  not include as an unconditional term thereof the giving by the claimant or
plaintiff to the parties being so indemnified of a release from all liability in
respect  to  such  claim  or  litigation.

          3.2     In the event that the Company registers any of the Registrable
Shares  under  the  Securities  Act,  each  Holder  of the Registrable Shares so
registered  will indemnify and hold harmless the Company, each of its directors,
each  of  its  officers  who  have  signed  the  registration  statement,  each
underwriter  of  the  Registrable  Shares so registered (including any broker or
dealer  through  which  any of such shares may be sold) and each person, if any,
who  controls the Company within the meaning of Section 15 of the Securities Act
and  all  other Holders and their respective officers, directors and controlling
persons  from  and  against  any  and  all  losses, claims, damages, expenses or
liabilities  (or any action in respect thereof), joint or several, to which they
or  any  of  them may become subject under the Securities Act or under any other
statute or at common law or otherwise, and, except as hereinafter provided, will
reimburse  the  Company  and  each  such  director,  officer,  underwriter  or
controlling  person  for any legal or other expenses reasonably incurred by them
or  any of them, as such expenses are incurred, in connection with investigating
or  defending  any actions whether or not resulting in any liability, insofar as
such  losses,  claims, damages, expenses, liabilities or actions arise out of or
are  based  upon  any untrue statement or alleged untrue statement of a material
fact  contained  in  the  registration  statement, in any preliminary or amended


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<PAGE>
preliminary  prospectus  or  in the prospectus (or the registration statement or
prospectus  as from time to time amended or supplemented) or arise out of or are
based  upon  the  omission  or alleged omission to state therein a material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein  not  misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the  Company  in connection therewith by such Holder, for use therein.  Promptly
after  receipt  of  notice of the commencement of any action in respect of which
indemnity  may  be sought against such Holder of Registrable Shares, the Company
will  notify  such  Holder  of Registrable Shares in writing of the commencement
thereof,  and such Holder of Registrable Shares shall, subject to the provisions
hereinafter  stated, assume the defense of such action (including the employment
of counsel, who shall be counsel reasonably satisfactory to the Company) and the
payment of expenses insofar as such action shall relate to the alleged liability
in  respect  of which indemnity may be sought against such Holder of Registrable
Shares.  The Company and each such director, officer, underwriter or controlling
person shall have the right to employ separate counsel in any such action and to
participate  in  the  defense  thereof  in  the  event the representation of the
Company,  any  of  its  officers  or directors or any underwriter or controlling
person  by  counsel  retained  by  or  on  the  behalf  of  such Holder would be
inappropriate due to conflicts of interest between any such person and any other
party  represented  by  such counsel in such proceeding or action, in which case
such  Holder  shall  pay,  as incurred, the reasonable fees and expenses of such
separate  counsel.  Such  Holder shall not be liable to indemnify any person for
any  settlement of any such action effected without such Holder's consent (which
consent shall not be unreasonably withheld).  Such Holder shall not, except with
the  approval  of  the  person  being  indemnified  (which approval shall not be
unreasonably  withheld),  consent  to  entry  of  any judgment or enter into any
settlement  that does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff to the party being so indemnified of a release from
all  liability  in  respect  to  such  claim  or  litigation.

          3.3     If  the indemnification provided for in Sections 3.1 or 3.2 is
held  by  a  court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then  the indemnifying party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to  the  amount  paid  or  payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in  such  proportion  as  is  appropriate  to  reflect the relative fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in  such loss,
liability,  claim,  damage,  or  expense as well as any other relevant equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party  shall  be  determined  by  reference to, among other things,
whether  the  untrue  or  alleged  untrue  statement  of  a material fact or the
omission  to  state  a  material  fact  relates  to  information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access  to  information,  and opportunity to correct or prevent such
statement or omission, provided, that the maximum liability of a Holder shall be


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<PAGE>
limited  to  an  amount  equal to the proceeds to such holder of the Registrable
Securities  Sold in such registration.  No person or entity guilty of fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such  fraudulent  misrepresentation.

     4.  OBLIGATIONS OF THE COMPANY.  Whenever the Company is required hereunder
to  register  Registrable  Shares,  it  shall  also  do  the  following:

               (a)     Furnish  to  each  selling  Holder  such  copies  of each
     preliminary  and  final prospectus and any other documents that such Holder
     may reasonably request to facilitate the public offering of its Registrable
     Shares;

               (b)     Use  reasonable  efforts  to  register  or  qualify  the
     Registrable  Shares  to  be registered pursuant to this Agreement under the
     applicable  securities  or  "blue  sky"  laws  of such jurisdictions as any
     selling  Holder may reasonably request; provided, however, that the Company
     shall  not be obligated to qualify to do business in any jurisdiction where
     it  is not then so qualified or to take any action that would subject it to
     the  service  of process in suits other than those arising out of the offer
     or  sale  of  the  securities  covered by the registration statement in any
     jurisdiction  where  it  is  not  then  so  subject;

               (c)     Notify  each Holder of Registrable Shares covered by such
     registration  statement  at  any time when a prospectus relating thereto is
     required  to  be delivered under the Securities Act of the happening of any
     event  as  a  result  of which the prospectus included in such registration
     statement,  as  then  in effect, includes an untrue statement of a material
     fact  or  omits  to  state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in the light of the
     circumstances  then  existing  and  then use its reasonable best efforts to
     correct  promptly  such  statement  or  omission;

               (d)     Cause all such Registrable Shares registered hereunder to
     be listed on each securities exchange on which similar securities issued by
     the  Company  are  then  listed if such listing is then permitted under the
     rules  of  the  exchange;

               (e)     Provide  a  transfer  agent  and  registrar  for  all
     Registrable Shares registered pursuant hereunder and a CUSIP number for all
     such  Registrable Shares, in each case not later than the effective date of
     such  registration;


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<PAGE>
               (f)     In  the  event of any underwritten public offering, enter
     into  and perform its obligations under an underwriting agreement, in usual
     and  customary  form,  with  the  managing  underwriter  of  such offering;

               (g)     Permit  each  selling  Holder  or  its  counsel  or other
     representatives upon the receipt of commercially reasonable confidentiality
     agreements, to inspect and copy such corporate documents and records as may
     reasonably  be  requested  by  them;  and


               (h)     Furnish  to  each selling Holder, upon request, a copy of
     all  documents  filed  and all correspondence from or to the Securities and
     Exchange  Commission  in  connection  with  any  such  offering  unless
     confidential  treatment  of  such  information  has  been  requested of the
     Securities  and  Exchange  Commission.

     5.  EXPENSES.  In  the  case  of  a  registration under this Agreement, the
Company  shall bear all costs and expenses of each such registration, including,
but  not  limited  to,  printing,  legal and accounting expenses, Securities and
Exchange  Commission  filing  fees  and  "blue sky" fees and expenses; provided,
however,  that the Company shall have no obligation to pay or otherwise bear (i)
any  portion  of  the  fees  or  disbursements of any counsel for the Holders in
connection with the registration of their Registrable Shares or (ii) any portion
of  the  underwriter's  commissions or discounts attributable to the Registrable
Shares  being  offered  and  sold  by  the  Holders  of  Registrable  Shares.

     6.  TRANSFER OF REGISTRATION RIGHTS.  If a Holder transfers any Registrable
Shares,  the  transferee shall be entitled to the rights of the Holder hereunder
with  respect  to  the transferred shares only if (i) the transfer of the shares
complies with all applicable law, (ii) such transfer is not made to a competitor
of  the Company, and (iii) the transferee executes and delivers to the Company a
Registration Rights Agreement Joinder in the form of Exhibit A.  For purposes of
                                                     ---------
this  Section  6,  "competitor  of  the Company" means a company whose principal
lines  of business include business-to-business electronic procurement services.

     7.  "MARKET  STAND-OFF"  AGREEMENT.  Following  the  effective  date of any
Public  Offering,  no  Holder,  if  requested by the managing underwriter or, if
there is no managing underwriter, by an executive officer of the Company, shall,
directly  or  indirectly,  sell,  offer  to  sell,  contract to sell (including,
without  limitation,  any short sale), grant any option to purchase or otherwise
transfer  or  dispose  of (other than to donees who agree to be similarly bound)
any  securities  of  the  Company  held  by  such Holder at any time during such
period,  not to exceed 180 days, as may be specified by such underwriter or such
executive  officer,  as  applicable,  except  Registrable  Securities,  if  any,
included  in  such  offering.  The  Holders  shall  enter into customary written
"lock-up"  agreements with the managers of the relevant underwriting or with the


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<PAGE>
Company,  as applicable. In order to enforce the foregoing covenant, the Company
may  impose  stop transfer instructions with respect to Registrable Shares until
the  end  of  such  period.

     8.  SUSPENSION  AND  WITHDRAWAL.  Notwithstanding  any  provision  of  this
Agreement, the Company reserves the right in its sole and absolute discretion to
suspend  or  withdraw  any  registration  statement  at  any  time.

     9.  DELAY  OF  REGISTRATION.  No  Holder  shall have any right to obtain or
seek  an  injunction  restraining  or otherwise delaying any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation  of  this  Agreement.

     10.  TERMINATION OF REGISTRATION RIGHTS.  The obligations of the Company to
register  any  Holder's  Registrable  Shares  pursuant  to  this Agreement shall
terminate  three  (3)  years  after  the  date  hereof.

     11.  MISCELLANEOUS.

          11.1     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  addressed  as  follows:

               (a)     If  to  the  Company  to:

                       VSource,  Inc.
                       5740  Ralston,  Suite  110
                       Ventura,  California  93003
                       Facsimile:(805)676-1193
                       Attention:  Sandford  T.  Waddell

                       with  a  copy  to:

                       Sheppard,  Mullin,  Richter  &  Hampton  LLP
                       650  Town  Center  Drive,  4th  Floor
                       Costa  Mesa,  California  92626
                       Attn:  John  J.  Giovannone,  Esq.
                       Facsimile:  (714)  513-5130

               (b)     If  to  the OTT Shareholders to:  the addresses indicated
     for  them  on  those certain Acknowledgement, Joinder and Release documents
     executed  by  them  in  connection  with  the  Merger.


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<PAGE>
               (c)     If  to  the  OTT  Warrant  Holders  to:  the  addresses
     indicated  for  them on those certain Warrant Holder Agreements executed by
     them  in  connection  with  the  Merger.

               (d)     If  to  any  other  Holder, to that address indicated for
     such  Holder  on  the  applicable  Registration  Rights  Agreement Joinder.

          Any  party may by notice given in accordance with this Section 11.1 to
the  other  parties  designate  another address or person for receipt of notices
hereunder.

          11.2     This  Agreement  (including the Exhibits hereto) contains the
entire  agreement  of  the parties with respect to the subject matter hereof and
supersedes all prior agreements, representation and warranties, written or oral,
with  respect  thereto.

          11.3     Any  provision  of  this  Agreement  may  be  amended and the
observance  thereof  may be waived (either generally or in a particular instance
and  either retroactively or prospectively) only with the written consent of the
Company  and  the  Holders  of fifty-one percent (51%) of the Registrable Shares
then  outstanding.  The  failure  of  a  party  to  insist,  in  any one or more
instances,  upon  performance of the terms or conditions of this Agreement shall
not be construed as a waiver or relinquishment of any right granted hereunder or
of the future performance of any such term, covenant or condition.  No waiver on
the  part  of  any  party  of  any  right, power or privilege, nor any single or
partial  exercise  of  any  such  right,  power or privilege, shall preclude any
further  exercise  thereof  or  the  exercise  of any other such right, power or
privilege.

          11.4     This  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the substantive and procedural laws of the State of California
applicable  to  agreements  made and to be performed entirely within such State.
The  parties hereby agree that any action, suit, arbitration or other proceeding
arising  out  of or related to this Agreement or the relationship created hereby
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 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
created  hereby.

          11.5     Notwithstanding  anything  herein  to  the contrary, if there
shall  be  a dispute among any of the parties arising out of or relating to this
Agreement  (including  without  limitation  the  issue  of  arbitrability or the
indemnities  provided  herein  or  therein,  or the breach thereof), 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


                                      -10-
<PAGE>
irrevocably  consents  and  submits  to  personal  jurisdiction  in the State of
California  for  any  arbitration  contemplated by this Section 11.5.  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.

          11.6     If  any  legal action or dispute arises under this Agreement,
arises by reason of any asserted breach of it, or arises between the parties and
is  related  in  any  way to the subject matter of the Agreement, 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.

          11.7     This Agreement shall be binding upon and inure to the benefit
of  the parties and their respective permitted successors and permitted assigns.
Except  as  provided  herein,  neither  this  Agreement,  nor  any of the rights
hereunder,  may  be  assigned  by  any  party,  nor  may  any party delegate any
obligations  hereunder,  without  the written consent of the other party hereto.
Any  non-permitted  assignment  or  attempted  assignment  shall  be  void.

          11.8     Nothing  herein is intended or shall be construed to give any
person any legal or equitable right, remedy or claim under or in respect of this
Agreement  or  any  provision  contained  herein,  except  as otherwise provided
herein.  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.  Each
counterpart  may  consist of a number of copies hereof or thereof each signed by
less  than  all, but together signed by all of the parties.  The headings herein
are  for  reference  only  and  shall  not  affect  the  interpretation  of this
Agreement.

          11.9     The  parties  hereto  are  sophisticated  and  have  been
represented  by lawyers throughout the transactions contemplated hereto who 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.

          11.10     Whenever possible, each provision of this Agreement shall be
interpreted  in  such  manner as to be effective and valid under applicable law,
but  if  any  provision of this Agreement is held to be prohibited by or invalid
under  applicable law, such provision shall be ineffective only to the extent of
such  prohibition  or  invalidity  without  invalidating  the  remainder of such
provision  or  the  remaining  provisions  of  this  Agreement.


                                      -11-
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Registration
Rights  Agreement  to  be  executed  as of the day and year first above written.


                                   VSOURCE,  INC.


                                   By: ____________________________

                                       ____________________________
                                       [Print  Name  and  Title]




                   [THE SIGNATURES OF THE OTT SHAREHOLDERS AND
             THE OTT WARRANT HOLDERS APPEAR ON THE FOLLOWING PAGES]



                                      -12-
<PAGE>
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT BY AND AMONG VSOURCE, INC., THE
                  OTT SHAREHOLDERS AND THE OTT WARRANT HOLDERS]


                                   "OTT  SHAREHOLDER"

                                   By: _________________________________________

                                       _________________________________________
                                       [print  name  and, if applicable, title]

                                       _________________________________________
                                       [print  address]

                                       _________________________________________
                                       [print  city,  state  and zip code]

                                       _________________________________________
                                       [print  facsimile  number]


                                      -13-
<PAGE>
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT BY AND AMONG VSOURCE, INC., THE
                  OTT SHAREHOLDERS AND THE OTT WARRANT HOLDERS]


                                  "OTT  WARRANT  HOLDER"

                                   By: _________________________________________

                                       _________________________________________
                                       [print  name  and, if applicable, title]

                                       _________________________________________
                                       [print  address]

                                       _________________________________________
                                       [print  city,  state  and zip code]

                                       _________________________________________
                                       [print  facsimile  number]



                                      -14-
<PAGE>
                                    EXHIBIT A

                      REGISTRATION RIGHTS AGREEMENT JOINDER
                      -------------------------------------

     As  of  the  date  set  forth  below,  the  undersigned  is  acquiring from
_________________  _____  shares  of  the  common  stock  of  VSource, Inc. (the
"Company").  By  execution  of  this  Registration Rights Agreement Joinder, the
undersigned  shall  be  deemed to be a party to, and bound by all the provisions
applicable  to  the  Holders  as  defined  in,  that certain Registration Rights
Agreement,  dated  as  of  ____________,  by  and  among  the  Company,  the OTT
Shareholders  and  the  OTT  Warrant  Holders  (as  defined  therein).


                                   Dated: ______________________________________


                                   By: _________________________________________

                                       _________________________________________
                                       [print  name  and, if applicable, title]

                                       _________________________________________
                                       [print  address]

                                       _________________________________________
                                       [print  city,  state  and zip code]

                                       _________________________________________
                                       [print  facsimile  number]


                                      A-1
<PAGE>