Exhibit 4.1

                                  VSOURCE, INC.

                          EXCHANGEABLE NOTE AND WARRANT

                               PURCHASE AGREEMENT


                                January 28, 2002



<PAGE>
                                  VSOURCE, INC.

                EXCHANGEABLE NOTE AND WARRANT PURCHASE AGREEMENT


          This  Exchangeable  Note  and  Warrant  Purchase  Agreement  (this
"Agreement")  is made as of this 28th day of January, 2002 by and among Vsource,
Inc., a Delaware corporation (the "Company"), Vsource (CI) Ltd, a Cayman Islands
company  and  a  wholly-owned  subsidiary of the Company ("Vsource CI"), Vsource
(Malaysia)  Sdn  Bhd,  a  Malaysian company and a wholly-owned subsidiary of the
Company  ("Vsource  Malaysia"  together  with Vsource CI, the "Guarantors"), and
each  of  the persons and entities listed on the Schedule of Purchasers attached
as  Exhibit  A  hereto (hereinafter collectively referred to as "Purchasers" and
each  individually  as  a  "Purchaser").

                                 R E C I T A L S

          A.  Pursuant  to  that  certain Exchangeable Note and Warrant Purchase
Agreement  dated as of July 12, 2001 (the "Series B Agreement") by and among the
Company,  Vsource  CI  (formerly NetCel360.com Ltd.), Vsource Malaysia (formerly
NetCel360  Sdn  Bhd)  and  each  of  the  purchasers listed in Exhibit A thereto
(the"Series  B  Purchasers"),  the Company sold an aggregate principal amount of
$4,251,500  of  Exchangeable  Promissory  Notes  (the  "Series  B  Notes")  and
21,257,501  warrants  (the  "Series  B  Warrants");

          B.  Under  the  terms of the Series B Agreement, the proceeds from the
sale  of  the  Series B Notes and Series B Warrants may be used solely to make a
deposit  to  secure  a stand-by letter of credit (the "Letter of Credit") issued
for  the  benefit of Gateway Manufacturing, Inc., and the principal and interest
accrued  on  the Series B Notes must be repaid upon termination of the Letter of
Credit;

          C.  The Company has asked the Series B Purchasers to, and the Series B
Purchasers  that  are  party  to this Agreement wish to, exchange, in accordance
with  and  subject to the terms and conditions of this Agreement, some or all of
their  Series B Notes for Series B-1 Notes and additional Warrants, the proceeds
of  which may be used for general working capital, and repayment of which is not
required  upon  termination  of  the  Letter  of  Credit;

          D.  The Company has repaid in full, in cash, all principal and accrued
interest  on  the Series B Notes that are not being exchanged for the Series B-1
Notes;  and

          E.  The  Company  wishes  to  be  able  to  sell  Series B-1 Notes and
Warrants  to  Purchasers  other  than Series B Purchasers for cash in accordance
with  and  subject  to  the  terms  and  conditions  of  this  Agreement.

          NOW  THEREFORE,  in  consideration  of  the foregoing recitals and the
mutual  promises  hereinafter  set  forth,  the parties hereto agree as follows:


<PAGE>
     1.   PURCHASE  AND  SALE  OF  SERIES  B-1  NOTES

          1.1.     SALE  AND ISSUANCE OF SERIES B-1 NOTES AND WARRANTS.  Subject
to  the terms and conditions of this Agreement, each Purchaser agrees, severally
and  not  jointly, to purchase, and the Company agrees to sell and issue to each
such  Purchaser,  (i)  that  principal  amount  of  the  Company's  Exchangeable
Promissory  Notes,  in  the form of Exhibit B hereto (individually, a "Note" and
collectively,  the "Series B-1 Notes") and (ii) warrants, in the form of Exhibit
C  hereto  (each,  a "Warrant"), to purchase 5 shares of the common stock of the
Company for each $1.00 in principal amount of Series B-1 Notes purchased by such
Purchaser at the Closing, as set forth opposite such Purchaser's name on Exhibit
A  hereto.  Payment  by  each Purchaser will be made in cash equal to the amount
(the  "Purchase  Price")  set  forth opposite such Purchaser's name on Exhibit A
hereto  or,  in  lieu  of  paying  cash  and at the option of each Purchaser, by
surrendering  to  the Company for extinguishment and cancellation such number or
amount  of  such  Purchaser's  Series  B Notes in respect of which the aggregate
principal  amount  of, and interest accrued on, those Series B Notes is equal to
the  amount  set  forth opposite such Purchaser's name on Exhibit A hereto.  The
surrender  by  a Purchaser for extinguishment and cancellation of Series B Notes
in  respect  of  which  the  aggregate  of  the principal amount of and interest
accrued  on  those Series B Notes is equal to the amount set forth opposite such
Purchaser's  name  on  Exhibit  A  hereto  shall  constitute  full  and complete
discharge  and  satisfaction  of such Purchaser's obligation to pay the Purchase
Price  for  the Series B-1 Notes to be purchased by the Purchaser hereunder, the
relevant  Purchaser  shall  have no further obligation or liability howsoever or
whatsoever in relation to the payment of such Purchase Price and such Series B-1
Notes  shall  be  issued  fully paid and non-assessable.  The aggregate Purchase
Price  for  all Purchasers combined (including any New Purchasers (as defined in
Section  1.3))  shall  be  not  more  than  $4,450,000.

          1.2.     CONSENT.  Each  Purchaser  which  is  a holder of Convertible
Promissory Notes (the "Series A Notes") issued pursuant to that Convertible Note
Purchase  Agreement dated June 25, 2001 (the "Series A Note Purchase Agreement")
hereby consents, for all purposes under the Series A Note Purchase Agreement, to
the execution, delivery and performance by the Company of this Agreement and the
Series  B-1  Notes,  including,  without  limitation, the sale by the Company of
Series  B-1 Notes, the repayment thereof in accordance with the terms hereof and
thereof and the exchange thereof for Series A Notes in accordance with the terms
hereof  and  thereof.

          1.3.     CLOSING;  ADDITIONAL  CLOSINGS.

               (a)     The  purchase  and  sale  of the Series B-1 Notes with an
aggregate  Purchase  Price  of  not less than $1,500,000 shall take place at the
offices  of  Vsource (Asia) Ltd in Hong Kong at 10:00 a.m., on January 31, 2002,
or  at  such later time, not beyond February 7, 2002, as the Company may specify
in  writing  to the Purchasers (which time and date are designated as the "First
Closing").


                                      -2-
<PAGE>
               (b)     For  a period of 120 days following the date of the First
Closing,  the  Company  may,  at  any  time or from time to time, issue and sell
additional Series B-1 Notes of like tenor (other than issuance date and interest
accrual  date)  and  otherwise  on  the same terms as the Series B-1 Notes to be
purchased  under  this Agreement, and Warrants on the same terms as the Warrants
to  be  purchased  under  this Agreement, to one or more individuals or entities
("New  Purchasers")  on the same terms as set forth in this Agreement.  Each New
Purchaser,  if  any, which is not already a Purchaser hereunder, shall execute a
joinder  to this Agreement agreeing to be fully bound by, and subject to, all of
the  covenants,  terms  and  conditions  of this Agreement and shall be deemed a
"Purchaser"  for all purposes hereof.  In connection with any sale of Series B-1
Notes  and  Warrants  to  any  New  Purchaser  pursuant  to this Section 1.3(b),
Exhibit  A  shall  be  automatically amended to reflect the identity of such New
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Purchaser  and  such  New Purchaser's purchase of Series B-1 Notes and Warrants.
The date of closing of any purchase of Series B-1 Notes and Warrants pursuant to
this  Section  1.3(b)  shall  be  an  "Additional Closing" and each of the First
Closing  and  each  Additional  Closing  shall  be  a  "Closing"  hereunder.

               (c)     Each  Series B-1 Note is exchangeable for a Series A Note
in  the amount and manner and to the extent provided in the Series B-1 Note.  In
the  event  a Series B-1 Note becomes exchangeable (whether at the election of a
holder  of  a  Series  B-1  Note (a "Series B-1 Holder") or automatically) for a
Series  A  Note,  the Company shall issue to the Series B-1 Holder in respect of
the  Series  B-1  Note  so  exchanged  a  Series  A  Note dated the date of such
exchange.  Each Series B-1 Holder, if any, that is not already a Purchaser under
the Series A Note Purchase Agreement and that exchanges its Series B-1 Notes for
Series  A  Notes shall execute a joinder to the Series A Note Purchase Agreement
agreeing  to  be fully bound by, and subject to, all of the covenants, terms and
conditions  of  the  Series  A  Note  Purchase  Agreement  and shall be deemed a
"Purchaser" for all purposes thereunder, entitled to all of the rights, benefits
and  privileges  thereunder.

               (d)     Subject  to  the  terms  of  this Agreement, at the First
Closing,  the  Company  shall  deliver to each Purchaser a Note in the principal
amount  of  the  applicable  Purchase Price, together with all Warrants to which
such  Purchaser  is  entitled,  against  either,  at  the option of the relevant
Purchaser,  (i)  surrender  of  that amount of principal and accrued interest of
such  Purchaser's  Series B Notes equal to the Purchase Price or (ii) payment of
the  Purchase  Price  therefore  by  check,  or  a wire transfer of funds to the
following  Account:

                    Citibank  N.A.  (Singapore  branch)

                    SWIFT  Code:  CITISGSG

                    Account  No.:  0-815381-017

                    Beneficiary:  Vsource  (CI)  Ltd

,  or  such  other  form  of  payment  as  shall be mutually agreed upon by such
Purchaser  and  the  Company.


                                      -3-
<PAGE>
               (e)     Subject  to  the  terms  of  this  Agreement,  at  each
Additional  Closing,  the  Company shall deliver to each Purchaser a Note in the
principal amount of the applicable Purchase Price, together with all Warrants to
which  such  Purchaser  is  entitled,  against  payment  of  the  Purchase Price
therefore  by  check,  or  a  wire transfer of funds to the Account set forth in
Section  1.3(c),  or such other form of payment as shall be mutually agreed upon
by  such  Purchaser  and  the  Company.

               (f)     Shares  of  the  Preferred  Stock of the Company issuable
upon  conversion of the Series A Notes are herein referred to as the "Series 3-A
Preferred  Stock"  or the "Exchange Shares."  The shares of the Company's Common
Stock  issuable  upon  exercise  of  the  Warrants are referred to herein as the
"Warrant  Shares."   The  shares  of  common  stock,  par  value $0.01 per share
("Common  Stock")  of  the  Company  issuable  upon conversion of the Series 3-A
Preferred Stock are sometimes herein referred to as the "Conversion Shares." The
Series  B-1  Notes,  Warrants, Warrant Shares, Series A Notes, Conversion Shares
and  the  Exchange  Shares  are sometimes herein referred to collectively as the
"Securities."

          1.4.     USE  OF  PROCEEDS.  The  proceeds  of  the sale of Series B-1
Notes  and  Warrants  by  the Company shall be used, at its sole discretion, for
general  corporate  purposes  and  to  pay  any  fees  and  expenses incurred in
connection  with  the  transactions  contemplated  hereby.

          1.5.     EFFECTIVE  DATE.  The parties hereto agree that the effective
date  of  this  Agreement  shall  be  December  28, 2001 (the "Effective Date").
Interest  shall accrue on the Series B-1 Notes from the date of issuance of each
respective  Note;  provided,  that  all  Series B-1 Notes issued in exchange for
Series  B  Notes  shall  begin  accruing  interest  from  the  Effective  Date.

          1.6.     TERMINATION OF SERIES B AGREEMENT.  Each Purchaser which is a
holder  of Series B Notes hereby agrees that upon the issuance of the Series B-1
Notes  in  exchange for such Purchaser's Series B Notes and/or repayment in cash
by  the  Company for the remaining balance of any principal and accrued interest
on  such  Purchaser's  Series  B  Notes  not exchanged for Series B-1 Notes, all
repayment  obligations  of  the Company arising under the Series B Notes and the
Series  B  Agreement  will have been satisfied in full as of the Effective Date.

     2.   GUARANTEE  AND  INDEMNITY.

          2.1.     GUARANTEE.  In  consideration  of  the purchase of the Series
B-1  Notes  and  Warrants  upon  the terms and conditions of this Agreement, the
Guarantors  hereby  jointly  and  severally  and unconditionally and irrevocably
guarantee  as  a  continuing  obligation,  the  due  and punctual payment of the
Obligations  (as defined in Section 2.4 below) in the currency in which the same
is  payable  under  the  terms  of  this  Agreement  and  the  due  and punctual
performance  and  observance  by  the  Company  of  all other obligations of the
Company  contained in this Agreement and the Series B-1 Notes (as defined below)
(collectively,  the  "Guarantee"), and if the Company fails to pay any amount of
the  Obligations when due the Guarantors shall pay such amount to the Purchasers
in  the  required  currency  as  aforesaid  forthwith upon receiving the written
demand  of  the holders of at least a majority of the principal amount of Series
B-1  Notes  then  outstanding  (the  "Majority  Holders").


                                      -4-
<PAGE>
          2.2.     DEMANDS.  Demands  may  be made under the Guarantee from time
to time and may be enforced irrespective of whether any steps or proceedings are
or  will  be  taken against the Company or any other person to recover under the
Series  B-1  Notes or interest accrued thereon or this Agreement or any Warrant.

          2.3.     INDEMNITY.  Without  prejudice  to the guarantee contained in
Section 2.1, the Guarantors hereby jointly and severally and unconditionally and
irrevocably  undertake,  as  a  separate,  primary,  additional  and  continuing
obligation,  to  indemnify  each  Purchaser  against  all  losses,  liabilities,
damages, costs and expenses whatsoever arising out of any failure by the Company
to  make  due and punctual payment of the Obligations or in the due and punctual
performance  and  observance  of all other obligations under this Agreement, the
Series  B-1  Notes  and  the  Warrants.  This  indemnity  shall remain in effect
notwithstanding  that  the Guarantee under Section 2.1 may cease to be valid and
enforceable  against  the  Guarantors  for  any  reason  whatsoever.

          2.4.     OBLIGATIONS.  For  the  purpose  of  this  Agreement,
"Obligations"  means  any  and all of the obligations of the Company (whether or
not  for  the  payment of money, and including any obligation to pay damages for
breach  of contract) which are or may become payable to the Purchasers or any of
them  pursuant  to  this  Agreement,  the  Series  B-1  Notes  or  the Warrants.

          2.5.     CONTINUING  GUARANTEE.  This  Guarantee shall be a continuing
guarantee  and  shall remain in full force and effect until the Obligations have
been  paid  and performed in full, notwithstanding the insolvency or liquidation
or  any  incapacity  or  change  in the constitution or status of the Company or
either  or  both  of  the  Guarantors  or  any  other person or any intermediate
settlement  of  account  or  other  matter  whatsoever.

          2.6.     PROTECTIVE  CLAUSES.  Without  limiting  Section 2.5, neither
the  liability of either of the Guarantors nor the validity or enforceability of
this  Guarantee  shall  be  prejudiced,  affected  or  discharged  by:

               (a)     the  granting of any time or indulgence to the Company or
any  other  person;

               (b)     any  variation  or  modification  of  this Agreement, the
Series  B-1  Notes,  the  Warrants  or  any other document referred to herein or
therein  or  related  thereto;

               (c)     the  invalidity  or unenforceability of any obligation or
liability  of any party under this Agreement, the Series B-1 Notes, the Warrants
or  any  other  documents  referred  to  herein  or  therein or related thereto;

               (d)     any  invalidity  or irregularity in the execution of this
Agreement, the Series B-1 Notes, the Warrants or any other documents referred to
herein  or  therein  or  related  thereto;


                                      -5-
<PAGE>
               (e)     any  lack  of capacity or deficiency in the powers of the
Company,  any  Guarantor or any other person to enter into or perform any of its
obligations  under  this  Agreement,  the  Series B-1 Notes, the Warrants or any
other  documents  referred  to  herein  or  therein  or  related  thereto or any
irregularity  in  the  exercise  thereof  or any lack of authority by any person
purporting to act on behalf of the Company, the Guarantors or such other person;

               (f)     the  insolvency,  bankruptcy  or  liquidation  or  any
incapacity, disability or limitation or any change in the constitution or status
of  the  Company  or  either  or  both  of  the  Guarantors or any other person;

               (g)     any other security document, security interest, guarantee
or  other  security or right or remedy being or becoming held by or available to
any  Purchaser  or  by  any other person or by any of the same being or becoming
wholly  or  partly void, voidable, unenforceable or impaired or by any Purchaser
at  any  time  releasing, refraining from enforcing, varying or in any other way
dealing with any of the same or any power, right or remedy any Purchaser may now
or  hereafter  have  from  or  against  the  Company  or  any  other  person;

               (h)     any  waiver,  exercise, omission to exercise, compromise,
renewal  or release of any rights against the Company or any other person or any
compromise,  arrangement  or  settlement  with  any  of  the  same;  or

               (i)     any  act,  omission, event or circumstance which would or
may  but  for  this  provision  operate  to  prejudice, affect or discharge this
Guarantee  or  the  liability  of  the  Guarantors  hereunder.

     2.7.     TAXES  AND  OTHER  DEDUCTIONS.

               (a)     Funds.  All  payments  to  be  made  by  the  Company  or
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Guarantors  or  (subject to the option of the Purchasers to deliver their Series
B-1  Notes  in  satisfaction  of the Purchase Price under Section 1.1) any other
person  under  this  Agreement and the Series B-1 Notes shall be made in full in
immediately  available  U.S.  Dollars  without  any  set  off  or  consideration
whatsoever,  free  and  clear  of  any Taxes, deductions or withholdings save as
required  by  law.


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<PAGE>
               (b)     Taxes.  If  at  any  time  the  Company or a Guarantor is
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required  to  make  any deduction or withholding in respect of Taxes (as defined
below)  or otherwise from any payment due under this Agreement or the Series B-1
Notes,  the  sum  due  from  such  Guarantor in respect of such payment shall be
increased  to  the  extent  necessary  to  ensure that, after the making of such
deduction  or  withholdings,  each  Purchaser  receives on the due date for such
payment  (and  retains, free from and clear of any Taxes or otherwise) a net sum
equal  to  the  sum  which  it  would  have  received  had  no such deduction or
withholding  been  required  to  be made and such Guarantor shall indemnify each
Purchaser  against  any losses or costs incurred by any of them by reason of any
failure of such Guarantor to make any such deduction or withholding or by reason
of  any increased payment not being made on the due date for such payment.  Such
Guarantor  shall promptly deliver to the Purchaser any receipts, certificates or
other  proof  evidencing  the amounts (if any) paid or payable in respect of any
deduction or withholding as aforesaid.  "Taxes" shall mean taxes, charges, fees,
levies or other assessments of any nature, including, without limitation, sales,
value added, use, excise, real or personal property, withholding, stamp or other
taxes,  customs,  duties  or  landing  fees  or other government charges however
designated,  now  or hereafter imposed, collected or assessed by, or payable to,
any  taxing  authority  of any country and shall include interest, penalties and
additions imposed, collected or assessed or payable with respect to such amount.

          2.8.     COSTS,  CHARGES  AND  EXPENSES.  The  Company and each of the
Guarantors  shall  from time to time forthwith on demand of the Majority Holders
pay  to  or  reimburse  each  Purchaser  for  all  reasonable costs, charges and
expenses (including reasonable legal fees for one counsel for all Purchasers and
other  reasonable  fees  on  a  full indemnity basis) reasonably incurred by any
Purchaser  in  connection  with the enforcement of any of their rights or powers
hereunder  or  in  suing  for or seeking to recover any sums due hereunder or in
defending  any  claims  brought  against  them in respect of this Agreement, the
Series  B-1  Notes, the Warrants or this Guarantee and until payment of the same
in  full,  all  such  costs,  charges  and  expenses  shall  be  secured by this
Guarantee.

          2.9.     UNDERTAKINGS.  Each  Guarantor  hereby  undertakes and agrees
jointly  and severally with the Purchasers that the undertakings in this Article
2 shall remain in force throughout the continuance of this Guarantee and so long
as  the  Obligations  or  any  part  thereof  remains  owing  or  outstanding.

          2.10.     UNRESTRICTED  RIGHT  OF  ENFORCEMENT.  The  Guarantee may be
enforced  without  any Purchaser first having made any demand or having recourse
to any other security or rights or taking any other steps or proceedings against
the  Company,  either  or  both of the Guarantors or any other person and may be
enforced  for  any balance due after resorting to any one or more other means of
obtaining payment or discharge of the monies, obligations and liabilities hereby
secured.


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<PAGE>
          2.11.     DISCHARGE  AND  RELEASE.  Notwithstanding  any  discharge,
release  or  settlement  from  time  to  time  between  any  Purchaser  and  the
Guarantors,  if  any  security,  disposition  or  payment granted or made to the
Majority  Holders  or  any  Purchaser  in  respect  of  the  Obligations  by the
Guarantors  or  any  other  person  is  avoided  or  set  aside or ordered to be
surrendered,  paid  away, refunded or reduced by virtue of any provision, law or
enactment  relating  to  bankruptcy,  insolvency,  liquidation,  winding-up,
composition  or arrangement for the time being in force or for any other reason,
the Majority Holders shall be entitled hereafter to enforce this Agreement as if
no  such  discharge,  release  or  settlement  had  occurred.

          2.12.     AMENDMENT.  Any  amendment or waiver of any provision of the
Guarantee  and  any  waiver  of  any  default under this Agreement shall only by
effective  if  made  in  writing  and  signed  by  the  Majority  Holders.

     3.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

          As used herein, (i) any reference to any event, change or effect being
"material"  with  respect  to  the Company or any Subsidiary (as defined herein)
means  an event, change or effect which is material in relation to the financial
condition,  properties, business, operations, assets or results of operations of
the  Company  and each Subsidiary, taken as a whole, and (ii) the term "Material
Adverse  Effect" on the Company means a material adverse effect on the financial
condition,  properties, business, operations, assets or results of operations of
the  Company and its Subsidiaries, taken as a whole.  As of the date hereof, the
Company  hereby  represents and warrants to, and covenants with, each Purchaser,
except  as  contemplated  by  this  Agreement  or as set forth in the Disclosure
Schedule  (the  "Disclosure  Schedule")  attached  hereto,  as  follows:


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<PAGE>
          3.1.     Organization  and  Standing.  The  Company  has  been  duly
incorporated,  is  validly  existing  and in good standing under the laws of the
State  of  Delaware  and  has  corporate  power  and authority to own, lease and
operate  its  properties  and  to  conduct  its business in the manner presently
conducted  and  to  enter into and perform its obligations under this Agreement,
the  Series  B-1  Notes,  the  Warrants  and  the Certificate of Designation for
designation of the Exchange Shares.  The Company and each of the Subsidiaries is
duly  qualified  as  a  foreign  corporation to transact business and is in good
standing  in  each  other  jurisdiction in which such qualification is required,
whether  by  reason  of  the  ownership or leasing of property or the conduct of
business, except where the failure to so qualify or to be in good standing would
not  result  in  a  Material  Adverse  Effect.  The  Company  is not required to
register as an "investment company" within the meaning of the Investment Company
Act  of 1940.  The Company has made available to the Purchasers a true, complete
and  correct  copy  of the Company's certificate of incorporation and bylaws and
the  constitution  documents  of  each  Subsidiary,  each  as  amended  to  date
(collectively,  the  "Organizational  Documents").  The Organizational Documents
are  in  full  force  and  effect.  The  Certificate of Designation creating the
Series 3-A Preferred Stock of the Company (the "Certificate of Designation") has
been  executed  and  filed  with the Delaware Secretary of State, and is in full
force  and  effect.


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<PAGE>
          3.2.     CAPITALIZATION.  As of the date hereof, the authorized shares
of  capital  stock of the Company are set forth in the Organizational Documents,
and the issued and outstanding shares of capital stock of the Company are as set
forth  in  the Company's Amendment No. 2 to Annual Report on Form 10-KSB for the
fiscal year ended January 31, 2001 (the "Form 10-K"),  Quarterly Reports on form
10-Q  filed  since  the  date  of  the  Form 10-K (the "Form 10-Qs") and Current
Reports  on Form 8-K filed since the date of the Form 10-K (the "Form 8-Ks", and
together  with  the  Form  10-K  and the Form 10-Qs, the "Public Filings").  The
authorized capital also includes shares of Series 3-A Preferred Stock having the
rights,  privileges and preferences set forth in the Certificate of Designation,
none  of which shares have been issued prior to the date hereof.  All issued and
outstanding shares of capital stock of the Company have been duly authorized and
validly  issued  and  are fully paid and non-assessable; none of the outstanding
shares  of  capital  stock  of  the Company have been issued in violation of the
pre-emptive  or  other  similar  rights  of  any  person  or in violation of any
applicable securities laws or regulations.  Except as otherwise described in the
Public  Filings, there are no shares of capital stock or other securities of the
Company  or  any  Subsidiary  (i)  reserved  for  issuance  or  (ii)  subject to
preemptive  rights  or  any outstanding subscriptions, options, warrants, calls,
rights,  convertible  securities  or  other  agreements  or  other  instruments
outstanding  or  in  effect giving any person the right to acquire any shares of
capital  stock  or  other  securities  of  the  Company or any Subsidiary or any
commitments of any character relating to the issued or unissued capital stock or
other  securities  of  the  Company  or  any Subsidiary.  Except as specified on
Schedule  3.2,  on  the  date  hereof  the Company does not have outstanding any
-------------
bonds,  debentures,  notes  or  other  obligations the holders of which have the
right  to  vote  (or  which  are  convertible into or exercisable for securities
having  the  right  to  vote) with the stockholders of Company.  The sale of the
Securities  is  not  subject to any preemptive rights or rights of first refusal
and, when issued and delivered in compliance with the provisions of the Series A
Note  Purchase  Agreement,  the  Series  A  Notes  and/or  the  Certificate  of
Designation,  the Exchange Shares and Conversion Shares will be duly and validly
issued,  fully  paid  and  nonassessable,  and  will  be  free  of  any  liens,
encumbrances  or  restrictions  on  transfer;  provided,  however,  that (a) the
Securities may be subject to restrictions on transfer under state and/or federal
securities laws as set forth herein or as otherwise required by such laws at the
time  a  transfer  is  proposed,  and (b) the Securities may only be assigned in
accordance  with  Section  8.3  hereof.

          3.3.     AUTHORIZATION  OF AGREEMENTS.  This Agreement, the Series B-1
Notes  and the Warrants have been duly authorized, executed and delivered by the
Company,  and  this  Agreement,  each  of  the  Series B-1 Notes and each of the
Warrants  constitute  valid  and  legally  binding  obligations  of the Company,
enforceable  in  accordance with their terms, subject to bankruptcy, insolvency,
fraudulent  transfer,  reorganization,  moratorium  and  other  similar  laws of
general  applicability relating to or affecting creditors' rights and to general
equity  principles.  The Board of Directors of the Company has duly approved the
Certificate of Designation.  Such Certificate of Designation has been duly filed
with  the  Secretary  of  State  of  Delaware  and  is in full force and effect.


                                      -10-
<PAGE>
          3.4.     ABSENCE  OF  DEFAULTS AND CONFLICTS.  None of the Company nor
any  Subsidiary  (as  defined  below)  is  in  violation  of  its organizational
documents.  Except  as  set  forth  on  Schedule  3.4,  the execution, delivery,
                                        -------------
performance  and  consummation  of  this  Agreement and the Series B-1 Notes and
issuance of the Securities by the Company does not and will not, with respect to
the  Company  and  each Subsidiary, directly or indirectly, (with or without the
giving  of notice or the lapse of time or both):  (i) contravene, conflict with,
or  constitute or result in a breach or violation of, or a default under (A) any
provision  of  any of the Organizational Documents or (B) any resolution adopted
by the Board of Directors (or similar governing body) or the stockholders of the
Company  or  any  Subsidiary;  (ii)  contravene, conflict with, or constitute or
result  in a breach or violation of, or a default under, or the acceleration of,
or  the triggering of any payment or other obligations pursuant to, any existing
benefit  plan  maintained by the Company or any Subsidiary or any grant or award
made  under any of the foregoing; (iii) contravene, conflict with, or constitute
or  result in a breach or violation of, or a default under, or the cancellation,
modification  or  termination  of,  or the acceleration of, or the creation of a
lien  on any properties or assets owned or used by the Company or any Subsidiary
pursuant  to, any provision of any contract, indenture, mortgage, deed of trust,
loan  or credit agreement, note, lease or other agreement or instrument to which
it  is  a  party or by which it may be bound, or to which any of its property or
assets  is subject ("Contract"), except for those that would not individually or
in  the aggregate result in a Material Adverse Effect; (iv) contravene, conflict
with,  or  constitute or result in a breach or violation of, any federal, state,
local,  municipal, foreign, international, multinational, or other constitution,
law,  rule,  requirement,  administrative ruling, order, ordinance, principle of
common  law,  code, regulation, statute, treaty or process ("Law") or any award,
decision,  injunction,  judgment,  decree,  settlement,  order, process, ruling,
subpoena  or  verdict  (whether  temporary,  preliminary  or  permanent entered,
issued,  made  or  rendered  by  any  court,  administrative agency, arbitrator,
Governmental  Entity  or  other  tribunal of competent jurisdiction ("Order") or
give  any  foreign,  federal,  state,  local,  municipal,  county  or  other
governmental,  quasi-governmental, administrative or regulatory authority, body,
agency,  court,  tribunal,  commission  or  other  similar entity (including any
branch,  department  or  official  thereof) ("Governmental Entity") or any other
person  the right to challenge any of the transactions contemplated herein or to
exercise  any  remedy  or obtain any relief under, any Law or any Order to which
the Company or any Subsidiary, or any of the assets owned or used by the Company
or  any  Subsidiary,  are subject;  (v) require any filing by the Company or any
Subsidiary  with,  or  approval  or consent or other action by, any Governmental
Entity  or  any  other  person; (vi) contravene, conflict with, or constitute or
result  in  a  breach  or violation of, or a default under, any provision of, or
give  any  Governmental  Entity  the right to revoke, withdraw, suspend, cancel,
terminate  or  modify,  any license or permit that is held by the Company or any
Subsidiary  or  that  otherwise  relates  to  the business of the Company or any
Subsidiary, or any of the assets owned or used by the Company or any Subsidiary;
or  (vii)  cause  any of the assets owned by the Company or any Subsidiary as of
the  date  hereof  to be reassessed or revalued by the taxing authority or other
Governmental  Entity.


                                      -11-
<PAGE>
          3.5.     ABSENCE  OF  PROCEEDINGS.  Except  as described in the Public
Filings,  there  is no action, suit, proceeding, inquiry or investigation before
or brought by any court or governmental agency or body, domestic or foreign, now
pending,  or,  to the knowledge of the Company, threatened, against or affecting
the Company or any Subsidiary which might reasonably be expected individually or
in  the  aggregate  to  result  in  a  Material  Adverse  Effect, or which might
reasonably  be  expected  to  materially  and adversely affect the properties or
assets  of  the  Company  or  any  Subsidiaries  or  the  consummation  of  the
transactions  contemplated  in  this  Agreement,  the  Series  B-1  Notes or the
Certificate  of Designation or the performance by the Company of its obligations
hereunder.  Except  as disclosed in the Public Filings, no event has occurred or
circumstance  exists  that  is  reasonably  likely to give rise to or serve as a
basis  for  the  commencement  of  any  such  action.

          3.6.     INTELLECTUAL  PROPERTY.

               (a)     Intellectual  Property  Assets.  The  term  "Intellectual
                       ------------------------------
          Property  Assets"  includes:

                    (i)     the  names  Vsource,  NetCel360  and  all registered
          trademarks,  service  marks, and applications (collectively, "Marks");

                    (ii)     all  know-how,  trade  secrets,  confidential
          information,  software,  technical  information,  process  technology,
          plans,  drawings, and blue prints (collectively, "Trade Secrets"); and

                    (iii)     all domain names and URL addresses for websites on
          the  internet  or  the  world  wide  web  ("Domain  Names");

          owned,  used, or licensed by the Company or any Subsidiary as licensee
          or  licensor.

               (b)     Intellectual  Property  Necessary  for  the  Company's
                       ------------------------------------------------------
Business.  The  Intellectual  Property  Assets  are  all those necessary for the
--------
operation of the business of the Company and its Subsidiaries as it is currently
conducted.  The  Company  and/or one or more of the Subsidiaries is the owner of
all  right,  title, and interest in and to, or has the right to use, each of the
Intellectual  Property  Assets,  free  and clear of all Liens, and other adverse
claims  and  has  the  right  to  use, without any payment to any third party in
excess  of  $50,000  per  year,  all  of  the  Intellectual  Property  Assets.

               (c)     Trademarks.
                       ----------

                    (i)     To  the knowledge of the Company, the Company and/or
          one  or more of the Subsidiaries is the owner, licensor or licensee of
          all  right,  title, and interest in and to each of the Marks, free and
          clear  of  all  Liens,  and  other  adverse  claims.

                    (ii)     No  Mark  has  been  or  is  now  involved  in  any
          opposition, invalidation, or cancellation and, to the knowledge of the
          Company,  no  such  action  is  threatened  with respect to any of the
          Marks.


                                      -12-
<PAGE>
                    (iii)     To  the  knowledge  of  the  Company,  there is no
          trademark  or  trademark  application  of  any  third  party  which
          potentially  interferes  with  any  of  the  Marks.

                    (iv)     No  Mark  is  infringed or, to the knowledge of the
          Company,  has  been  challenged  or threatened in any way by any other
          Person. To the knowledge of the Company, none of the Marks used by the
          Company  or  any  Subsidiary  infringes  or is alleged to infringe any
          trade  name,  trademark,  or  service  mark  of  any  third  party.

               (d)     Trade  Secrets.  To  the  knowledge  of  the Company, the
                       --------------
Company  and/or  one  or more of the Subsidiaries has good title and an absolute
(but not necessarily exclusive) right to use the Trade Secrets. To the knowledge
of  the  Company,  the  Trade  Secrets  are  not part of the public knowledge or
literature,  and, to the knowledge of the Company, have not been used, divulged,
or  appropriated either for the benefit of any person (other than the Company or
any  Subsidiary  or pursuant to a non-disclosure agreement), or to the detriment
of  the  Company  or  any  Subsidiary. No Trade Secret is subject to any adverse
claim or, to the knowledge of the Company or any Subsidiary, has been challenged
or  threatened  in  any  way.

               (e)     Domain  Names.  The  Company  and/or  one  or  more
                       -------------
Subsidiaries  is  the  owner  of all right, title, and interest in and to, or is
licensed  to use, all of the Domain Names used in the conduct of the business of
the  Company  and  its  Subsidiaries,  free and clear of all Liens.  Such Domain
Names  are  properly  registered  with Network Solutions or such other agency or
company  duly  authorized  by  relevant  Governmental  Entities to maintain such
registry,  and  all  fees  due  in  respect of such registration have been paid.

          3.7.     PRIVATE PLACEMENT.  Neither the Company nor any affiliate (as
defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the "1933
Act"))  thereof  has  (i)  sold,  offered  for  sale, solicited offers to buy or
otherwise  negotiated  in  respect of, any security (as defined in the 1933 Act)
which  is or will be integrated with the sale of the Securities in a manner that
would  require  the  registration  under  the 1933 Act of the Securities or (ii)
engaged  in  any form of general solicitation or general advertising (within the
meaning  of  Rule  502(c)  of  Regulation  D under the 1933 Act) or any directed
selling  efforts  (as  defined  under  the  1933  Act)  in  the United States in
connection  with  the offer and sale of the Securities. Assuming the accuracy of
the  representations  and  warranties  of  each Purchaser contained in Section 3
hereof,  the  offer,  issue,  and  sale  of the Securities:  (a) are and will be
exempt  from  the  registration and prospectus delivery requirements of the 1933
Act;  and neither the Company nor any authorized agent acting on its behalf will
take  any  action hereafter that would cause the loss of such exemption, and (b)
have  been  registered  or  qualified  (or  are  exempt  from  registration  and
qualification)  under the registration, permit, or qualification requirements of
all  applicable  state  securities  laws.


                                      -13-
<PAGE>
          3.8.     SUBSIDIARIES.  Each  subsidiary  of  the Company, meaning any
entity in which the Company, directly or indirectly, beneficially owns more than
50%  of  the equity interest in, or the voting control of, such company (each, a
"Subsidiary"),  is a corporation validly existing and in good standing under the
laws  of  its  jurisdiction  of  incorporation  and has full corporate power and
authority  to own, lease and operate its properties, conduct its business as and
to  the extent now conducted.  All of the outstanding shares of capital stock of
each Subsidiary have been duly authorized and validly issued, are fully paid and
nonassessable,  and  are  owned,  beneficially  and of record, by the Company or
Subsidiaries  wholly  owned by the Company free and clear of all liens, charges,
encumbrances,  options,  rights of pre-emption and third party rights whatsoever
(collectively,  "Liens").

          3.9.     LIABILITIES.  Except for potential Liabilities referred to in
the  Public  Filings,  neither  the  Company  nor  any  Subsidiary has any debt,
liability, commitment or obligation of any kind, character or nature whatsoever,
whether  known  or  unknown,  choate or inchoate, secured or unsecured, accrued,
fixed,  absolute,  contingent  or  otherwise,  and  whether due or to become due
("Liability")  (and,  to the knowledge of the Company, there is no basis for any
present or future action against it giving rise to any Liability) except for (i)
Liabilities  or  obligations  reflected  or  reserved  against the balance sheet
contained  in  the  Financial Statements or the Interim Financial Statements (as
defined  herein) and (ii) current Liabilities incurred in the ordinary course of
business  (none  of  which  results  from,  arises out of, relates to, is in the
nature  of,  or  was caused by any breach of contract, breach of warranty, tort,
infringement,  or  violation  of  Law)  since  the  date  thereof.

          3.10.     BROKERS.  All  negotiations  relative  to this Agreement and
the  transactions  contemplated  hereby  have  been  carried  out by the Company
directly without the intervention of any person on behalf of the Company in such
manner  as  to give rise to any valid claim by any person against the Purchasers
(or  any  of  them), the Company or any Subsidiary for a finder's fee, brokerage
commission  or  similar  payment.

          3.11.     SEC  FILINGS.  Except  as  disclosed in Schedule 3.11 to the
                                                            -------------
Disclosure  Schedule,  the Public Filings (including any financial statements or
schedules  included  therein)  and  each  other  filing of the Company under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), made since May 15,
2001 (i) complied with the requirements of the 1933 Act, or the 1934 Act, as the
case  may  be,  in all material respects, and (ii) did not at the time of filing
(or if amended, supplemented or superseded by a filing prior to the date hereof,
on  the  date of that filing) contain any untrue statement of a material fact or
omit  to  state  a  material  fact required to be stated therein or necessary in
order  to  make  the statements therein, in the light of the circumstances under
which  they  were  made, not misleading.   To the Company's knowledge, except as
disclosed  in  Schedule  3.11  to  the  Disclosure  Schedule,  the Company is in
               --------------
compliance  in  all  material respects with (i) the 1933 Act, (ii) the 1934 Act,
and  (iii)  all  applicable rules and regulations of the Securities and Exchange
Commission  under  the  1933  Act  and  the  1934  Act.


                                      -14-
<PAGE>
          3.12.     FINANCIAL  STATEMENTS.  The  restated  audited  consolidated
financial  statements  of  the Company as of and for the years ended January 31,
2000  and  January 31, 2001 and the audited consolidated financial statements of
NetCel360  Holdings  Limited  ("Holdings") as of and for the year ended December
31,  2000  (collectively,  the  "Financial  Statements")  and  the  unaudited
consolidated  financial statements of the Company as of and for the three months
ended  April  30, 2001, July 31, 2001 and October 31, 2001 and of Holdings as of
and  for  the  three  months  ended  March  31, 2001 (collectively, the "Interim
Financial  Statements"),  which have been made available to the Purchasers, have
been  prepared  in  accordance  with US generally accepted accounting principles
("GAAP")  applied on a basis consistent throughout the periods indicated (except
as  may  be indicated in the notes thereto) and, except as set forth in Schedule
                                                                        --------
3.11  to  the  Disclosure  Schedule, present fairly in all material respects the
----
consolidated  financial  condition  and  consolidated  operating  results of the
Company  or  Holdings,  as  the case may be, of the dates and during the periods
indicated  therein in conformance with GAAP, subject, in the case of the Interim
Financial  Statements,  to  normal  year-end  adjustments,  consistent with past
practices.  As  of  their  respective  date,  the  Financial  Statements did not
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated therein or necessary to make the statements made therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.
Except  as  set  forth  in  the  Financial  Statements,  the  Interim  Financial
Statements,  the  Public  Filings, or arising in the ordinary course of business
since  April  1,  2001,  as  of  the  date  hereof  none  of the Company nor any
Subsidiary  has  (A) incurred any material liabilities of any nature (matured or
unmatured,  fixed  or  contingent)  or (B) made any material disposal of assets,
suffered  any loss or material damage of any assets, waived any valuable rights,
made  any  material  change  in  any material contract to which it is a party or
declared  or  paid  any  dividends.

          3.13.     NON-COMPETITION  AGREEMENTS.  Neither the Company nor any of
its Subsidiaries is a party to any non-competition or other agreement or subject
to  any  duty  which  prohibits  or  limits  the  ability  of the Company or any
Subsidiary  (i)  to  engage  in  any  line of business, (ii) to compete with any
person,  (iii)  to  carry  on  or expand the nature or geographical scope of the
business  of  the  Company  or  such Subsidiary anywhere in the world or (iv) to
disclose  any  confidential  information in the possession of the Company or any
Subsidiary (any not otherwise generally available to the public), other than, in
the  case  of  (iv)  only,  any  contract  for  the sale or purchase of goods or
services  or  any  non-disclosure  agreement entered into in connection with the
possible  or actual sale or purchase of goods or services in the ordinary course
of  business  that  does  not  meet  any other of the criteria set forth in this
Section  3.13.

          3.14.     CERTAIN  PAYMENTS.  Since  their  incorporation  or
organization,  neither  the  Company  nor  any  Subsidiary  has,  nor  has  any
representative  of Company or any Subsidiary, or to the knowledge of the Company
or any other person associated with or acting for or on behalf of the Company or
any  Subsidiary,  directly or indirectly (a) made any contribution, gift, bribe,
rebate,  payoff,  influence  payment,  kickback, or other payment to any person,
private  or  public, regardless of form, whether in money, property, or services
(i)  to  obtain  favorable  treatment  in  securing  business,  (ii)  to pay for
favorable treatment for business secured, or (iii) to obtain special concessions
or for special concessions already obtained, for or in respect of the Company or
any  Subsidiary  or (b) established or maintained any fund or asset that has not
been  recorded  in  the  books  and  records  of  the Company or any Subsidiary.


                                      -15-
<PAGE>
          3.15.     NO  OTHER  REPRESENTATIONS.  Notwithstanding anything to the
contrary  contained  in  this Agreement, it is the explicit intent of each party
hereto that the Company is not making any representation or warranty whatsoever,
express  or  implied,  except those representations, and warranties contained in
this  Article  3.

     4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASERS

Each Purchaser, severally but not jointly, hereby represents and warrants to the
Company  as  follows:

          4.1.     LEGAL  POWER.  It has the requisite legal power to enter into
this  Agreement, to purchase the Series B-1 Notes hereunder and to carry out and
perform  its  obligations  under  the  terms  of  this  Agreement.

          4.2.     DUE  EXECUTION.  This  Agreement  have  been duly authorized,
executed  and  delivered  by  it,  and,  upon  due execution and delivery by the
Company  and  such  Purchaser,  this  Agreement  and  will  be valid and binding
agreements of it, subject to laws of general application relating to bankruptcy,
insolvency  and  the  relief  of  debtors  and  subject  to  the availability of
equitable  remedies.

          4.3.     NO  CONFLICTS; NO CONSENTS REQUIRED.  The execution, delivery
and performance of and compliance with this Agreement by such Purchaser will not
result  in  any  violation  of  any  term  of  any material mortgage, indenture,
contract,  agreement  or  other  instrument  or any judgment, decree or order to
which such Purchaser is a party or subject, or be in conflict with or constitute
a  default  under  any  such  term.  All  consents,  approvals,  orders,  or
authorizations  of or registrations, qualifications, designations, declarations,
or  filings  with,  any governmental authority or other third party, required on
the part of the Purchaser in connection with the valid execution and delivery of
this Agreement, the purchase of the Securities, or the consummation of any other
transaction  contemplated hereby have been obtained, or will be effective at the
Closing, except for notices required or permitted to be filed with certain state
and  federal  securities  commissions  after  the  Closing.

          4.4.     INVESTMENT  REPRESENTATIONS.

               (a)     It  is  acquiring the Securities for its own account, not
as  nominee  or  agent,  for investment and not with a view to, or for resale in
connection  with, any distribution or public offering thereof within the meaning
of  the  1933  Act.

               (b)     It  understands  that  (i)  the  Securities have not been
registered  under the 1933 Act by reason of a specific exemption therefrom, that
it  may  be necessary to hold such Securities indefinitely, and, therefore, that
it  may  be necessary to bear the economic risk of such investment indefinitely,
unless  a  subsequent disposition thereof is registered under the 1933 Act or is
exempt  from  such  registration;  (ii) each certificate representing any of the
Securities  will  be  endorsed  with  a  legend similar to the following legend:

     "THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED, (THE "1933 ACT") OR THE
     SECURITIES  LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR


                                      -16-
<PAGE>
     HYPOTHECATED  EXCEPT  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
     THE  1933  ACT  COVERING  SUCH SECURITIES AND IN COMPLIANCE WITH SUCH STATE
     LAWS  OR  IF  THE  COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
     THESE  SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH
     SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
     AND  PROSPECTUS  DELIVERY  REQUIREMENTS OF THE 1933 ACT AND SUCH APPLICABLE
     STATE  LAWS."

and  (iii)  the  Company  will  instruct  any transfer agent not to register the
transfer  of  any  of  the  Securities  unless  the  conditions specified in the
foregoing  legend  are  satisfied;  provided,  however,  that no such opinion of
counsel  shall be necessary if the sale, transfer or assignment is made pursuant
to  Securities  and  Exchange  Commission  ("SEC")  Rule  144 and such Purchaser
provides  the  Company  with evidence reasonably satisfactory to the Company and
its  counsel  that  the  proposed transaction satisfies the requirements of Rule
144.  The  Company  agrees to remove the foregoing legend from any securities if
the  requirements of SEC Rule 144(k) (or any successor rule or regulation) apply
with  respect  to  such  securities and the Company and its counsel are provided
with  reasonably  satisfactory  evidence  that  the  requirements of Rule 144(k)
apply.


                                      -17-
<PAGE>
               (c)     It  is  an  investor  in  securities  of companies in the
development  stage  and  acknowledges  that it can bear the economic risk of its
investment  and  has  such  knowledge  and  experience  in financial or business
matters  that it is capable of evaluating the merits and risks of the investment
in  the  Securities.

               (d)     It  has  reviewed  this  Agreement,  the  Series  A  Note
Purchase  Agreement and the Certificate of Designation and all the schedules and
exhibits to such documents carefully and has conducted such investigation of the
Company  as  it has deemed appropriate and has had the questions it has asked of
the  Company  answered  to  its  satisfaction.

               (e)     It  has  not  been  offered the Securities by any form of
advertisement,  article,  notice  or  other  communication  published  in  any
newspaper,  magazine  or similar media or broadcast over television or radio, or
any  seminar  or  meeting  whose  attendees  have  been  invited  by such media.

               (f)     It  is an (i) "accredited investor" within the meaning of
SEC  Rule  501  of  Regulation  D,  as  presently in effect; or (ii) not a "U.S.
person" within the meaning of SEC Rule 902 and is acquiring the Securities in an
"offshore  transaction"  as  defined  in  SEC  Rule  902.

               (g)     If  Purchaser  is  a  corporation,  partnership, trust or
other  entity,  (i)  it was not formed for the specific purpose of acquiring the
Securities  offered  hereunder;  or  (ii)  100% of such Purchaser is owned by an
entity for which all of the representations and warranties contained in Sections
4.3  and  4.4  would  be  accurate  if  such  entity were a Purchaser hereunder.

               (h)     Its  principal  address  is  as  set  forth  on Exhibit A
hereto,  and it does not reside in any state of the United States other than the
state  specified  in  its  address  on  Exhibit  A,  if  at  all.

     5.   CONDITIONS  TO  CLOSING

          5.1.     CONDITIONS  TO  OBLIGATIONS OF THE PURCHASERS AT THE CLOSING.
Each  Purchaser's  obligation to purchase the Series B-1 Notes at the Closing is
subject  to the fulfillment, at or prior to the Closing, of all of the following
conditions,  any  of  which  may  be  waived  by  such  Purchaser:

               (a)     Representations  and  Warranties;  Performance  of
                       --------------------------------------------------
Obligations.  The  representations and warranties made by the Company in Section
-----------
3  hereof  shall be true and correct in all material respects on the date of the
Closing,  with  the  same force and effect as if they had been made on and as of
said  date;  and  the  Company  shall  have  performed  and complied with in all
material respects all obligations and conditions herein required to be performed
or  complied  with  by  it  on  or  prior  to  the  Closing.

               (b)     Proceedings  and  Documents.  All  corporate  and  other
                       ---------------------------
proceedings in connection with the transactions contemplated at the Closing, and
all  documents and instruments incident to such transactions shall be reasonably
satisfactory  in substance and form to the Purchasers' counsel, which shall have
received  all  such  counterpart  originals or certified or other copies of such
documents  as  it  may  reasonably  request.


                                      -18-
<PAGE>
               (c)     Qualifications;  Legal  Investment.  All  authorizations,
                       ----------------------------------
approvals,  or permits, if any, of any governmental authority or regulatory body
of  the  United  States or of any state that are required in connection with and
prior  to  the  lawful  sale  and  issuance  of  the Securities pursuant to this
Agreement  and all authorizations, approvals and permits, if any, needed by such
Purchaser  to purchase the Securities shall have been duly obtained and shall be
effective  on and as of the Closing.  No stop order or other order enjoining the
sale  of  the  Securities  shall  have  been  issued and no proceedings for such
purpose  shall be pending or, to the knowledge of the Company, threatened by the
SEC,  the  California  Commissioner  of  Corporations, the Delaware Secretary of
State  or  a  similar  official of any other state having jurisdiction over this
transaction.  At  the  time  of  the  Closing,  the  sale  and  issuance  of the
Securities  shall be legally permitted by all laws and regulations to which each
Purchaser  and  the  Company  are  subject.

               (d)     Payment  of Purchase Price.  The aggregate Purchase Price
                       --------------------------
for  all  Series B-1 Notes purchased on or before the date of the Closing by all
Purchasers  at  the  Closing  shall  equal  or  exceed  $1,500,000.

               (e)     Opinion  of Company Counsel.  The Company's legal counsel
                       ---------------------------
shall  have  delivered  an  opinion  to  the  Purchasers  addressing  the issues
customarily  addressed  in  transactions  of the nature of those contemplated in
this Agreement and which shall be reasonably satisfactory in form and content to
counsel  for  the  Purchasers.

          5.2.     CONDITIONS TO OBLIGATIONS OF THE COMPANY AT THE CLOSING.  The
Company's obligation to issue and sell the Series B-1 Notes under this Agreement
to a Purchaser is subject to the fulfillment, on or prior to the Closing, of the
following  conditions  as  to  such Purchaser, any of which may be waived by the
Company:

               (a)     Representations  and  Warranties,  Performance  of
                       --------------------------------------------------
Obligations.  The  representations  and  warranties  made  by  such Purchaser in
-----------
Section  4 hereof shall be true and correct at the date of the Closing, with the
same  force  and  effect  as if they had been made on and as of said date.  Such
Purchaser  shall  have performed and complied with all agreements and conditions
herein required to be performed or complied with by it on or before the Closing.

               (b)     Qualifications,  Legal  Investment.  All  authorizations,
                       ----------------------------------
approvals,  or permits, if any, of any governmental authority or regulatory body
of  the  United  States or of any state that are required in connection with the
lawful sale and issuance of the Securities pursuant to this Agreement shall have
been  duly  obtained  and  shall be effective on and as of the Closing.  No stop
order or other order enjoining the sale of the Securities shall have been issued
and no proceedings for such purpose shall be pending or, to the knowledge of the
Company, threatened by the SEC, the California Commissioner of Corporations, the
Delaware  Secretary  of  State  or any similar officer of any other state having
jurisdiction  over  this  transaction.  At the time of the Closing, the sale and
issuance  of  the  Securities  shall  be  legally  permitted  by  all  laws  and
regulations  to  which  such  Purchaser  and  the  Company  are  subject.

               (c)     Payment  of  Purchase  Price.  Each  Purchaser shall have
                       ----------------------------
delivered  the  Purchase  Price  for  the  Series  B-1  Notes  purchased  by it.


                                      -19-
<PAGE>
     6.     COVENANTS

          6.1.     COVENANTS  OF  THE  COMPANY.  The  Company and each Guarantor
covenants  with  each  Purchaser,  so long as Series B-1 Notes with an aggregate
principal amount of at least 50% of the principal amount of the Series B-1 Notes
issued  at  the  Closing  are  outstanding,  that:

               (a)     Stamp  Tax.  The  Company and the Guarantors will pay (1)
                       ----------
any  stamp,  issue,  registration, documentary or other similar taxes and duties
including  interest and penalties, payable on or in connection with the issuance
of  the Series B-1 Notes, the Warrants or the Guarantee, the creation, issue and
offering  of the Securities, if any, received in the exchange or upon conversion
of  the  Series B-1 Notes, the Series A Notes or the Series 3-A Preferred Stock,
or  the  execution  or  delivery of this Agreement, the Warrants or the Series A
Notes;  and  (2)  in  addition  to  any  amount  payable  by  the Company or the
Guarantors  under  this  Agreement,  any  value  added,  turnover or similar tax
payable  in  respect  of  that  amount.

               (b)     Notification  of  Defaults.  Each  of the Company and the
                       --------------------------
Guarantors  will  notify  the  Purchasers in writing of any Event of Default (as
defined  in  Section  7.1)  forthwith  upon  the  occurrence  thereof.

               (c)     Consents.  Each  of  the  Company and the Guarantors will
                       --------
obtain  and  promptly  renew  from  time to time and thereafter maintain in full
force  and  effect,  and  will comply with and upon the Purchasers' request will
promptly furnish certified copies to the Purchasers of, all such authorizations,
approvals,  consents,  licenses  and  exemptions  as  may  be required under any
applicable  law or regulation to enable it to perform its obligations under this
Agreement  or  required  for  the  validity or enforceability of this Agreement.

               (d)     Pari  Passu  Ranking.  Each  of  the  Company  and  the
                       --------------------
Guarantors  undertakes  that  its obligations hereunder and under the Series B-1
Notes  do  and  will at all times rank at least pari passu with all of its other
present  and  future unsecured obligations save for any obligations preferred by
law.

               (e)     Disposals.  Each  of  the Company and the Guarantors will
                       ---------
not  and  will  procure  that  no  other  Subsidiary  will,  either  in a single
transaction  or  in  a series of transactions whether related or not and whether
voluntarily  or involuntarily, sell, transfer, lease or otherwise dispose of all
or  any  substantial  part  of  its  assets  or  revenues  except for any of the
following  types  of  disposals provided such disposal does not adversely affect
the  ability  of  the Company or the Guarantors to perform its obligations under
this  Agreement:

                    (i)     disposals made with the prior written consent of the
          Majority  Holders;

                    (ii)     disposals  of  cash  raised  or  borrowed  for  the
          purposes  for  which  such  cash  was  raised  or  borrowed;

                    (iii)     disposals  of  assets in exchange for other assets
          comparable  as  to  type  and  value;


                                      -20-
<PAGE>
                    (iv)     disposals  of  any  of  its assets on terms whereby
          such  asset is leased to or re-acquired by the Company or Guarantor or
          any  other  Subsidiary  in  an  amount  not  to  exceed  $5,000,000;

                    (v)     any  distribution  of  the  surplus  assets  to  the
          Company  or  either  Guarantor  or  any Subsidiary in a liquidation or
          winding-up  not  involving  insolvency;

                    (vi)     the  application  of  the  proceeds  of an issue of
          securities  (whether  equity  or  debt) for the purposes stated in the
          prospectus  or  other  offering  document  relating  to that issue; or

                    (vii)     sales  of  assets  pursuant  to sale and leaseback
          transactions  in  an  aggregate  amount  not  to  exceed  $5,000,000.

               (f)     Mergers.
                       -------

                    (i)     None  of  the Company or the Guarantors will without
          the  prior  written  consent  of  the  Majority Holders enter into any
          merger  or  consolidation  with  any  entity.

                    (ii)     None  of  the  Company  or the Guarantors will, and
          will  procure  that  no  Subsidiary  will,  without  the prior written
          consent  of  the  Majority  Holders, acquire any assets or business or
          acquire  or make any investment if such assets, business or investment
          is  substantial  in relation to the Company and its Subsidiaries taken
          as  a  whole.

               (g)     Maintenance  of  status  and  franchises.
                       ----------------------------------------

                    (i)     Each  of  the Company and the Guarantors will do all
          such  things  as  are necessary to maintain its corporate existence in
          good standing and to conduct its business in compliance with all laws,
          regulations,  authorizations, agreements and obligations applicable to
          it  and  pay  all  taxes  imposed  on  it  when  due.

                    (ii)     Each  of  the  Company  and the Guarantors will and
          will  procure  that each Subsidiary will, ensure that it has the right
          and  is duly qualified to conduct its business as it is or is intended
          as  at the date hereof to be conducted in all applicable jurisdictions
          and  will  obtain and maintain all franchises and rights necessary for
          the  conduct  of  its  business.

               (h)     Constitutional  Documents.  Each  of  the Company and the
                       -------------------------
Guarantors  shall  procure  that  no  amendment  or  supplement is made to their
respective  certificate  of incorporation, by-laws, memorandum of association or
articles  of  association, if any, which would have a material adverse effect on
the  Purchasers'  interests  hereunder  without the prior written consent of the
Majority  Holders  such  consent  not  to  be  unreasonably withheld or delayed.


                                      -21-
<PAGE>
               (i)     Share Capital.  Except upon conversion or exchange of any
                       -------------
class  of  convertible  or  exchangeable  securities  or  as  set  forth  in the
Certificate  of  Designation  or  the  Warrants,  each  of  the  Company and the
Guarantors  will  not without the prior written consent of the Majority Holders,
purchase  or  redeem  any  of  their  respective  issued  shares.

               (j)     Dividends.  Each  of  the Company and the Guarantors will
                       ---------
not  and will procure that no Subsidiary will, without the prior written consent
of the Majority Holders, pay any cash dividend or make any other distribution of
cash  to their respective shareholders other than dividends and distributions by
Subsidiaries  to  the  Company.

               (k)     Indebtedness.  None  of  the  Company or any Guarantor or
                       ------------
any  Subsidiary will incur or guarantee any indebtedness exceeding US$15,000,000
in  the  aggregate  without  the  prior written consent of the Majority Holders,
other  than  pursuant  to  Section  1.3(b) hereof or, subject to the limitations
contained  in  Section  6.1(e)(vii),  in  connection  with  customary  sale  and
leaseback  transactions.

               (l)     Lending.  Each of the Company and the Guarantors will not
                       -------
and  will  procure  that  no  Subsidiary  will make or grant any loan or advance
except  as  may  be  necessary  in  the  ordinary  course  of  its  business.

               (m)     Taxation.  All  payments  of  interest  in respect of the
                       --------
Series  B-1 Notes and the Warrants will be made without withholding or deduction
of  or  on  account  of  any  present  or  future  taxes, duties, assessments or
governmental  charges  of  whatever  nature  imposed  or levied by any authority
unless  the  withholding  or  deduction  of  such  taxes, duties, assessments or
governmental  charges  is required by law.  The Company will pay such additional
amounts  as  may  be  necessary  in  order  that the net amounts received by the
Purchasers  after  such  withholding  or  deduction  shall  equal the respective
amounts  receivable  in  respect of the Series B-1 Notes and the Warrants in the
absence  of  such  withholding  or  deduction.

          6.2.     LEGAL  FEES.  Promptly upon receipt of invoices therefor, the
Company  shall  (a)  pay  one  counsel  for the Purchasers up to $10,000 for the
actual  legal  fees  and  costs  incurred  in  negotiating the terms hereof, the
preparation of this Agreement and the other agreements and instruments delivered
pursuant  hereto,  and  consummating  the  transactions  contemplated  by  this
Agreement.

          6.3.     REGISTRATION  RIGHTS.  Each  holder of shares of Common Stock
received  upon  exercise of the Warrants shall have the same registration rights
as  holders of shares of Common Stock received upon conversion of the Series 3-A
Preferred  Stock  as  set  forth  as  Exhibit  B  of  the Series A Note Purchase
Agreement.

     7.     EVENTS  OF  DEFAULT

          7.1.     DEFAULT.  Upon  the  occurrence of any Event of Default, each
Note  then  outstanding  shall forthwith be immediately due and payable, without
presentment,  demand,  protest or any other notice of any kind, all of which are
hereby  expressly  waived,  unless the Majority Holders otherwise determine, and
the  Purchasers  may  exercise any and all rights and remedies available to them
under  this  Agreement  or  the  Series  B-1  Notes  or  as  provided  by  law.


                                      -22-
<PAGE>
An  "Event of Default" shall mean the occurrence of any of the following events:


                                      -23-
<PAGE>
               (a)     Any  proceeding  shall  be  commenced  by  or against the
Company  or  either  Guarantor  under  any bankruptcy or insolvency laws, or the
Company  or a Guarantor shall take any action to authorize any of the foregoing;
provided  that  if  such  proceeding  is  not  instituted by or on behalf of the
Company  (or acquiesced by it) there shall be an "Event of Default" only if such
proceeding  shall  remain  unstayed  for  60  days;

               (b)     Any  law, rule or regulation of any jurisdiction shall be
enacted  or promulgated that shall have a material adverse affect on the ability
of  the  Company to perform any of its obligations hereunder or under the Series
B-1  Notes,  including,  without  limitation,  any  moratorium  or similar laws;

               (c)     This Agreement or any of the Series B-1 Notes or Warrants
ceases  to  be  the  legal,  valid  and binding obligation of the Company or the
Guarantors  enforceable  in  accordance  with  its  terms;  and

               (d)     if  any  governmental  authority  or  agency  of  any
jurisdiction  condemns,  seizes, compulsorily purchases or expropriates all or a
substantial  part  of the assets of the Company and its Subsidiaries, taken as a
whole, or places any material restriction on a material portion of the assets of
such  Company  and  its  Subsidiaries,  taken  as  a  whole  whether  by  way of
cancellation  or revocation of, or the imposition of conditions on, any licenses
of  such  companies,  or  otherwise  howsoever.

          7.2.     OTHER  EVENTS.  Without  implication  that the contrary would
otherwise be true, the Purchasers retain all right to pursue any cause of action
(including  breach  of  contract)  in  the  event  that:

               (a)     there  is  a  material  breach  of  this  Agreement,  the
Certificate of Designation for the Series 3-A Preferred Stock or any Note by the
Company  or  a  Guarantor;  or

               (b)     Any  representation or warranty made or deemed to be made
or  repeated  by or in respect of the Company or either Guarantor in or pursuant
to  this  Agreement  is  or  proves  to have been incorrect or misleading in any
material  respect.

     8.   MISCELLANEOUS

          8.1.     GOVERNING  LAW  AND  JURISDICTION.  This  Agreement  shall be
governed  by  and  construed  under  the  laws of the State of Delaware.  If any
Delaware  law or laws shall require or permit the application of the laws of any
other  jurisdiction  to  this  Agreement,  such  Delaware  law  or laws shall be
disregarded  with  the  effect  that the remaining laws of the State of Delaware
shall  nonetheless  be  applied.

          8.2.     SURVIVAL  AND  DISCLOSURE  SCHEDULE.  The  representations,
warranties,  covenants,  and  agreements  made  herein  shall  survive  any
investigation  made  by  any  party  hereto  and the closing of the transactions
contemplated  hereby and shall in no way be affected by any investigation of the
subject  matter  thereof  made by or on behalf of the Purchasers or the Company.


                                      -24-
<PAGE>
          8.3.     SUCCESSORS  AND  ASSIGNS.  Except  as  otherwise  expressly
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the successors, assigns, heirs, executors, and administrators of
the  parties  hereto.  Each  Purchaser  shall be entitled to assign, transfer or
participate  all  or  any  portion  of  the  Securities;  provided that (1) such
transfers  comply  with  all  applicable law, (2) no such transfer is made to an
entity  which  the Board of Directors of the Company determines in good faith is
then  a  competitor of the Company (unless all common and preferred stock in the
Company  is  being  transferred  to  such  competitor  in such transaction), (3)
transfers of Securities may not be made in amounts of less than $500,000 and (4)
prior  to any assignment, each assignee shall execute and deliver to the Company
a  joinder  to this Agreement agreeing to be fully bound by, and subject to, all
of  the  covenants,  terms  and  conditions  of  this  Agreement.

          8.4.     ENTIRE  AGREEMENT.  This  Agreement, the Exhibits hereto, and
the  other  documents  delivered  pursuant hereto constitute the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and  no  party  shall be liable or bound to any other party in any manner by any
covenants  or  agreements  except  as  specifically set forth herein or therein.
Nothing  in  this  Agreement, express or implied, is intended to confer upon any
party,  other  than  the  parties  hereto  and  their  respective successors and
assigns,  any rights, remedies, obligations or liabilities under or by reason of
this  Agreement,  except  as  expressly  provided  herein.

          8.5.     SEVERABILITY.  In  case any provision of this Agreement shall
be  invalid,  illegal, or unenforceable, it shall, to the extent practicable, be
modified  so  as to make it valid, legal and enforceable and to retain as nearly
as  practicable  the  intent  of  the  parties;  and the validity, legality, and
enforceability  of  the remaining provisions shall not in any way be affected or
impaired  thereby.

          8.6.     AMENDMENT  AND  WAIVER.  Any  term  of  this Agreement may be
amended  and  the observance of any term of this Agreement may be waived (either
generally  or in a particular instance and either for a specified period of time
or indefinitely), with the written consent of the Company and the holders of 75%
of  the  aggregate  principal  amount  of the Series B-1 Notes then outstanding;
provided, that no such amendment or waiver shall reduce the amount of the Series
B-1  Notes  the  holders  of  which  are  required  to  consent to any waiver or
supplemental  agreement, without the consent of the holders of all of the Series
B-1  Notes;  provided,  further,  however,  that  any amendment, modification or
waiver  that  would  change the interest rate, maturity date, requirement of pro
rata  payment or exchange privilege, shall not be effective as to such Purchaser
without  such  Purchaser's  prior  written  consent.  Any  amendment  or  waiver
effected  in accordance with this paragraph shall be binding upon each holder of
any  securities  purchased  under  this  Agreement at the time outstanding, each
future holder of all such securities, and the Company.  Upon the effectuation of
each  such  amendment  or waiver, the Company shall promptly give written notice
thereof  to  the  record  holders  of  the  Securities  who  have not previously
consented  thereto  in  writing.


                                      -25-
<PAGE>
          8.7.     DELAYS  OR  OMISSIONS.  No  delay or omission to exercise any
right, power, or remedy accruing to any party hereto or any subsequent holder of
any  Securities  upon  any  breach,  default or noncompliance of any other party
under  this Agreement or under the Certificate of Incorporation or Bylaws of the
Company shall impair any such right, power, or remedy, nor shall it be construed
to be a waiver of any such breach, default or noncompliance, or any acquiescence
therein,  or  of  any  similar  breach,  default  or  noncompliance  thereafter
occurring.  Any waiver, permit, consent, or approval of any kind or character on
any  party's  part  of  or  to  any  breach, default or noncompliance under this
Agreement  or under the Certificate of Incorporation or Bylaws of the Company or
any waiver on any party's part of any provisions or conditions of this Agreement
must  be  in  writing and shall be effective only to the extent specifically set
forth  in  such  writing;  and  all  remedies,  either under this Agreement, the
Certificate  of  Incorporation  or Bylaws, any law, or otherwise afforded to any
party,  shall  be  cumulative  and  not  alternative.

          8.8.     NOTICES,  ETC.  All notices and other communications required
or permitted hereunder shall be effective if in writing and delivered personally
or  sent by telecopier, nationally recognized overnight courier or registered or
certified  mail,  return  receipt  requested,  postage  prepaid,  addressed:

     If   to  a Purchaser:    at  such  Purchaser's  address  as  set  forth  on
                              Exhibit  A  attached  hereto,  or  at  such  other
                              address  as such Purchaser shall have furnished to
                              the  Company  in  writing,

     If to the Company, to:   Vsource,  Inc.
                              16875  West  Bernardo  Drive
                              Suite  250
                              San  Diego,  CA  92127
                              USA
                              Attention:  Chief  Financial  Officer
                              Facsimile:     (858)  618-5904

                              with a copy to:  Vsource (Asia) Ltd
                              Unit  501,  AXA  Centre
                              151  Gloucester  Road
                              Wanchai,  Hong  Kong
                              Attention:  General  Counsel
                              Facsimile:     (852)  2523-1344

          Unless  otherwise  specified  herein,  such  notices  or  other
communications shall be deemed effective (a) on the date delivered, if delivered
personally,  (b)  two  business  days  after  being  sent, if sent by nationally
recognized  overnight courier, (c) one business day after being sent, if sent by
telecopier  with  confirmation  of  good transmission and receipt, and (d) three
business days after being sent, if sent by registered or certified mail, postage
prepaid,  return  receipt  requested.  Each  of  the  parties  herewith shall be
entitled to specify another address by giving notice as aforesaid to each of the
other  parties  hereto.


                                      -26-
<PAGE>
          8.9.     TITLES  AND  SUBTITLES, NUMBER AND GENDER.  The titles of the
paragraphs  and subparagraphs of this Agreement are for convenience of reference
only  and  are  not to be considered in construing this Agreement.  Whenever the
context requires, the plural shall include the singular and the reverse and each
gender  shall  include  the  others.

          8.10.     COUNTERPARTS.  This  Agreement may be executed in any number
of  counterparts,  each  of  which shall be deemed an original, but all of which
together  shall  constitute  one  instrument.


                                      -27-
<PAGE>
Executed  as  of  the  date  first  set  forth  above.

                                 VSOURCE,  INC.


                                 By:       /S/  PHILLIP  E.  KELLY
                                           -------------------------------------
                                           Name:  Phillip  E.  Kelly
                                           Title:  Chief  Executive  Officer

                                 GUARANTORS

                                 VSOURCE  (CI)  LTD


                                 By:       /S/  PHILLIP  E.  KELLY
                                           -------------------------------------
                                           Name:  Phillip  E.  Kelly
                                           Title:  Chief  Executive  Officer

                                 VSOURCE  (MALAYSIA)  SDN  BHD


                                 By:       /S/  PHILLIP  E.  KELLY
                                           -------------------------------------
                                           Name:  Phillip  E.  Kelly
                                           Title:  Chief  Executive  Officer


                                      -28-
<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:


__________________________
Phillip  E.  Kelly
5th  Floor,  AXA  Centre
151  Gloucester  Road
Wanchai,  Hong  Kong

Purchase  Price:  $402,629          Dated:   1/28/2002
                  --------                  ----------


<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:


_________________________________
Kumi  Hui
Flat  9A,  Manly  Mansion
69B  Robinson  Road,  Mid-Levels
Hong  Kong

Purchase  Price:  $26,843          Dated:    1/28/2002
                  -------                   -----------


<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:


_______________________________
Jack  Tai-On  Poon
c/o  P.O.  Box  28843
Gloucester  Road  Post  Office
Wanchai,  Hong  Kong

Purchase  Price:  $53,684                    Dated:    1/28/2002
                  -------                            -----------

<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:


______________________________
John  Gerard  Cantillon
10  Jalan  Marie  Pitchay
Tanjong  Bungah
Hillside,  Penang  11200
Malaysia

Purchase  Price:  $268,420                    Dated:    1/28/2002
                   -------                             -----------


<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:

BAPEF  INVESTMENTS  XII  LTD.,
a  Virgin  Islands  company

By:_________________
Its:     Director
    -----------------------------------------------
c/o  International  Private  Equity  Services  Ltd.
P.O.  Box  431
13-14  Victoria  Road
Guernsey,  UK
GY13ZD
Attn:  Connie  Helyar

Purchase  Price:  $2,147,357                    Dated:    1/28/2002
                  ----------                             -----------


<PAGE>
This is page          to the Exchangeable Note and Warrant Purchase Agreement to
which  Vsource,  Inc.,  a Delaware corporation, the Guarantors and the Purchaser
set  forth  below  are  parties:

PURCHASER:

G5  PARTNERS,  LP

By:___________________
Name:     Stewart  J.  Homler  on  behalf  of  MG5  LLC
Title:     Managing  Member

Tokyu  Vanuguard
Apartment  #504
3-4-36  Roppongi,  Minato-ku
Tokyo  106-0032,  Japan

Purchase  Price:  $40,263                    Dated:    1/28/2002
                  -------                             -----------


<PAGE>
<TABLE>
<CAPTION>
                                               EXHIBIT A

                                               PURCHASERS
                                               ----------

                                 Principal Amount of          Number of               Contact
                             ---------------------------  ------------------  ------------------------
    Name of Purchaser        Series B-1 Notes Purchased   Warrants Purchased        Information
---------------------------  ---------------------------  ------------------  ------------------------
<S>                          <C>                          <C>                 <C>

Phillip E. Kelly             $                   402,629           2,013,145  Phillip E. Kelly
                                                                              5th Floor, AXA Centre
                                                                              151 Gloucester Road
                                                                              Wanchai, Hong Kong

Kumi Hui                     $                    26,843             134,215  Flat 9A, Manly Mansion
                                                                              69B Robinson Road
                                                                              Mid-Levels, Hong Kong

John Gerard Cantillon        $                   268,420           1,342,100  10 Jalan Marie Pitchay
                                                                              Tanjong Bungah
                                                                              Hillside, Penang 11200
                                                                              Malaysia

Jack Tai-on Poon             $                    53,684             268,420  c/o P.O. Box 28843
                                                                              151 Gloucester Road
                                                                              Wanchai, Hong Kong

BAPEF Investments XII, Ltd.  $                 2,147,357          10,736,785  c/o International Private
                                                                              Equity Services Ltd.
                                                                              P.O. Box 431
                                                                              13-14 Victoria Road
                                                                              Gurnsey, UK
                                                                              GY13ZD
                                                                              Attn: Connie Helyar

G5 Partners, LP              $                    40,263             201,315  Tokyu Vanuguard
                                                                              Apartment #504
                                                                              3-4-36 Roppongi, Minato-ku
                                                                              Tokyo 106-0032, Japan
                                                                              Attn:  Stewart J. Homler
</TABLE>


<PAGE>
                                    EXHIBIT B

                             FORM OF SERIES B-1 NOTE
                             -----------------------


     THE  SECURITIES  EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
     THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  (THE "1933 ACT") OR THE
     SECURITIES  LAWS  OF  ANY  STATE  AND  MAY  NOT  BE SOLD, TRANSFERRED,
     ASSIGNED  OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT  UNDER  THE  1933  ACT  COVERING  SUCH  SECURITIES  AND  IN
     COMPLIANCE  WITH SUCH STATE LAWS OR IF THE COMPANY RECEIVES AN OPINION
     OF  COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY
     TO  THE  COMPANY,  STATING  THAT  SUCH  SALE,  TRANSFER, ASSIGNMENT OR
     HYPOTHECATION  IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
     REQUIREMENTS  OF  THE  1933  ACT  AND  SUCH  APPLICABLE  STATE  LAWS.

                          EXCHANGEABLE PROMISSORY NOTE


US$__________________
Principal Amount                                        Date:  _________________

     Vsource,  Inc., a Delaware corporation (the "Company"), for value received,
hereby  promises  to  pay  to  the  order  of ______ or its registered permitted
assigns  ("Holder")  on June 30, 2003 or when sooner declared due and payable in
accordance  with  the  Purchase  Agreement  (the  "Maturity  Date")  the  sum of
US$________  (the  "Principal  Amount"), unless this Note is repaid or exchanged
before  that  date  pursuant  to  the  terms  hereunder  or  under  the Purchase
Agreement.  Interest  shall  accrue  on  the outstanding Principal Amount at the
rate of 10% per annum (compounded quarterly) from [the date hereof][December 28,
2001]  and is due and payable on the Maturity Date unless this Note is repaid or
exchanged  before  that  date pursuant to the terms hereunder.  Payment shall be
made  at  the  registered  address of the Holder appearing in the records of the
Company.  This  Note is one of the Notes issued pursuant to an Exchangeable Note
and  Warrant  Purchase Agreement dated as of January 28, 2002 among the Company,
the Guarantors and the Purchasers named therein (the "Purchase Agreement").  The
unpaid principal balance of this Note at any time, together with all accrued and
unpaid  interest  thereon  at  such  time,  is  referred  to herein as the "Note
Amount."  Any terms not defined in this Note shall have the meaning set forth in
the  Purchase  Agreement  unless  otherwise  indicated.

     1.     Guarantee.  The  Holder is entitled to the benefits of the Guarantee
            ---------
set  forth  in  the  Purchase  Agreement.

     2.     Voluntary Prepayment.   The Company may prepay this Note in whole or
            --------------------
in  part, subject to the following conditions:  (i) the Company shall have given
the  Holder an irrevocable written notice of its intention to prepay at least 30
days  prior  to  prepayment and, if such prepayment is to occur after August 15,


<PAGE>
2002, shall have deposited good funds in a segregated account for the benefit of
the Holder in an amount equal to the amount being prepaid; (ii) the Holder shall
not  have  exercised  its  exchange rights under Section 3 of this Note, if any,
prior  to  the  date  set forth in such irrevocable written notice of prepayment
upon  which  the  Company  intends  to  prepay  this  Note;  and  (iii) any such
prepayment  must  be  made  on  a pro rata basis among all Series B-1 Notes then
outstanding.

     3.     Voluntary  Exchange.
            -------------------

          (a)     Voluntary Exchange.  If the Note Amount is not paid in full on
                  ------------------
     or  prior  to August 15, 2002, then, at any time thereafter while this Note
     is  outstanding,  Holder  may,  at  the Holder's option, exchange this Note
     including  accrued  interest thereon to the date of exchange, in accordance
     with the provisions of paragraph (b) below hereof, in whole or in part, for
     a Series A Note in the initial principal amount equal to the amount of this
     Note  being  exchanged,  including  all accrued and unpaid interest on this
     Note.

          (b)     Notice  of  Voluntary  Exchange.  If  the  Holder  elects  to
                  -------------------------------
     exchange  all  or  any  portion  of this Note pursuant to Section 3(a), the
     Holder shall submit an executed Notice of Election in the form of Exhibit 1
     hereto  and  surrender  this Note at the office of the Company. The Company
     shall,  as soon as practicable (but within three business days) thereafter,
     issue  and  deliver  to  the  Holder  of  this  Note a Series A Note in the
     principal amount to which the Holder of this Note shall be entitled and, if
     this Note is being exchanged in part, a new Series B-1 Note with respect to
     the  remainder  of  this  Note  which is not being exchanged. Such exchange
     shall  be  deemed to have been made and the Series A Note so issuable shall
     be  deemed  to  have  been  issued and outstanding immediately prior to the
     close  of  business  on  the  date  of  the  surrender of this Note and the
     delivery  of  an  executed  Notice  of  Election, and the person or persons
     entitled  to receive the Series A Note issuable upon such exchange shall be
     treated  for  all purposes as the record holder or holders of such Series A
     Note  as  of  such  date.

          (c)     Series  A  Notes  Issuable  Upon Exchange.  The Company agrees
                  -----------------------------------------
     that all Series A Notes issued upon a voluntary exchange of this Note will,
     upon  issuance  be  duly  authorized  and  validly  issued  and free of all
     preemptive  rights  and all liens, charges, encumbrances or restrictions on
     transfer  except  such restrictions on transfer as may apply under state or
     federal  securities  laws.

     4.     Notices  of  Record  Date.  In  the  event  of:
            -------------------------

          (a)     Any  taking  by  the Company of a record of the holders of any
     class  of  equity  securities of the Company for the purpose of determining
     the  holders  thereof  who are entitled to receive any distribution, or any
     right  to subscribe for, purchase or otherwise acquire any other securities
     or  property,  or  to  receive  any  other  right;  or

          (b)     Any  capital  reorganization  of  the  Company,  any
     reclassification  or  recapitalization of the equity capital of the Company
     (other  than  a  subdivision or combination of the Company's securities) or
     any  transfer  of  all or substantially all of the assets of the Company to
     any  other  person or any consolidation or merger involving the Company; or

          (c)     Any  voluntary  or  involuntary  dissolution,  liquidation  or
     winding-up  of  the  Company,

then  the  Company  will  deliver  to the Holder at least ten (10) business days
prior  to  the  earliest  applicable  date  hereinafter  specified,  a  notice
specifying:  (i)  the  date  on  which  any  such  record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such  dividend,  distribution  or  right;  (ii)  the  date  on  which  any  such
reorganization,  reclassification, transfer, consolidation, merger, dissolution,
liquidation  or  winding-up  is expected to become effective and the record date
for  determining  stockholders  entitled to vote thereon or participate therein;
and  (iii)  a  description  of  the  material  terms  thereof.

     5.     No  Shareholder  Rights.  Nothing  contained  in  this Note shall be
            -----------------------
construed  as  conferring  upon  the  Holder  or  any  other  person  any rights
whatsoever  as  a  shareholder  of  the  Company.

     6.     Event  of  Default.  Upon the occurrence of an Event of Default, the
            ------------------
entire  principal balance and interest on this Note shall immediately become due
and  payable and the Holder shall have all remedies under the Purchase Agreement
or  as  provided  by  law.

     The  Company and the Guarantors waive the rights of presentment, demand for
performance,  protest,  notice  of protest, and notice of dishonor.  No delay on
the part of the Holder in exercising any right hereunder shall operate as waiver
of  such  right  under  this  Note.  This  Note  is being delivered and shall be
construed  in accordance with the internal laws of the State of Delaware without
giving  effect to any choice of law rule that would cause the application of the
laws  of  any jurisdiction other than the internal laws of the State of Delaware
to  the  rights  and  duties  of  the  parties.

                                  VSOURCE,  INC.


                                  By:___________________________________________
                                  Name:
                                  Title:

                                  AS  GUARANTORS:
                                  VSOURCE  (CI)  LTD


                                  By:___________________________________________
                                  Name:
                                  Title:


<PAGE>
                                  VSOURCE  (MALAYSIA)  SDN  BHD


                                  By:___________________________________________
                                  Name:
                                  Title:


<PAGE>
                                    EXHIBIT 1
                                    ---------

                               NOTICE OF ELECTION

TO:  VSOURCE,  INC.

     The  undersigned,  the holder of the foregoing Note, hereby surrenders such
Note  and  irrevocably  elects  to  exchange  such  Note  for a Series A Note of
VSOURCE,  INC.,  pursuant  to  and  in accordance with the Exchangeable Note and
Warrant  Purchase  Agreement  dated as of January 28, 2002 and requests that the
Series  A  Note  be  issued  in  the  name  of,  and  delivered  to,
______________________,  whose  address  is  __________________________________.

The  undersigned  hereby  joins  in and elects to become a party to the Series A
Note  Purchase Agreement as a "Purchaser" thereunder, agreeing to be fully bound
by,  and  subject to, all of the covenants, terms and conditions of the Series A
Note  Purchase  Agreement  applicable  to  "Purchasers"  thereunder.


Dated:  _________________,  200_.


                                        __________________________________
                                        (Signature  must conform in all respects
                                        to  name  of  holder as specified on the
                                        face  of  the  Note)

                                        __________________________________

                                        __________________________________
                                                   (Address)


<PAGE>
                                    EXHIBIT C

                                 FORM OF WARRANT
                                 ---------------

THIS  WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  APPLICABLE  STATE  SECURITIES LAWS.  THE
WARRANT  MAY  NOT  BE  SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY
HAS  RECEIVED  AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DISPOSITION IS
IN  COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                        Right  to  Purchase  _______  Shares
                                        of  Common  Stock  of  Vsource,  Inc.

                                  VSOURCE, INC.
                          Common Stock Purchase Warrant



     VSOURCE,  INC.,  a  Delaware  corporation (the "Company"), hereby certifies
that, for value received,   _______________  (the "Holder") is entitled, subject
to  the  terms set forth below, to purchase from the Company at any time or from
time  to  time  on  or before 5:00 p.m., Pacific Standard time, on [date 5 years
after issuance date] (the "Expiration Date") _________  (_______) fully paid and
nonassessable  shares  of  common stock of the Company (the "Common Stock") at a
purchase  price  per  share equal to the Purchase Price, as defined herein.  The
number  of  such  shares  of  Common Stock and the Purchase Price are subject to
adjustment  as  provided  in this Warrant. The initial purchase price for shares
subject  to  this Warrant will be 10/100 Dollars ($0.10) per share (the "Initial
Purchase  Price"),  and  will  be adjusted from time to time as provided herein.
The  Initial  Purchase  Price or, if such price has been adjusted, the price per
share  of Common Stock as last adjusted pursuant to the terms hereof is referred
to  as  the  "Purchase  Price"  herein.

     1.     EXERCISE  OF  WARRANT.
            ---------------------

          (a)     This  Warrant may be exercised by the Holder hereof in full or
in  part at any time or from time to time until the Expiration Date by surrender
of  this  Warrant and the subscription form annexed hereto (duly executed by the
Holder),  to  the  Company,  and  by  making  payment in cash or by certified or
official  bank check payable to the order of the Company, in the amount obtained
by multiplying (i) the number of shares of Common Stock designated by the Holder
in  the  subscription  form  by  (ii)  the Purchase Price then in effect. On any
partial  exercise  the  Company  will forthwith issue and deliver to or upon the
order  of  the  Holder  hereof  a  new Warrant of like tenor, in the name of the
Holder  hereof,  providing in the aggregate on the face or faces thereof for the
purchase  of  the  number  of  shares of Common Stock for which such Warrant may
still  be  exercised.


                                      -41-
<PAGE>
          (b)     In  lieu  of  exercising  this  Warrant as provided above, the
Holder may elect to receive, without the payment by the Holder of any additional
consideration, shares of Common Stock equal to the value of this Warrant (or the
portion  thereof  being  canceled) by surrender of this Warrant at the principal
office  of  the  Company  together  with  the  subscription form attached hereto
indicating  such  election, in which event the Company shall issue to the holder
hereof  a  number  of  Warrant  Shares  computed  using  the  following formula:

                                        Y (A - B)
                                        ---------
                                  X  =      A

    Where:     X  =  The  number  of  shares of Common Stock to be issued to the
               Holder  pursuant  to  this  net  exercise;

               Y = The number of shares of Common Stock designated by the Holder
               in  the  subscription  form;

               A = The then fair market value of one share of Common Stock as of
               the  date  the  election  is  made;

               B = The Exercise Price (as adjusted to the date of the election).

     For  purposes  of  this Section 1(b), the fair market value of one share of
     Common Stock as of a particular date shall be determined as follows: (i) if
     traded  on  a  securities exchange or through the Nasdaq National Market or
     SmallCap System, the value shall be deemed to be the average of the closing
     prices  of  the securities on such exchange over the thirty (30) day period
     ending  three  (3)  days prior to the net exercise election; (ii) if traded
     over-the-counter,  the  value  shall  be  deemed  to  be the average of the
     closing  prices over the thirty (30) day period ending three (3) days prior
     to  the  net  exercise;  and (iii) if there is no active public market, the
     value  shall  be the fair market value thereof, as determined in good faith
     by  the  Board  of  Directors  of  the  Company.

     2.     DELIVERY  OF  STOCK  CERTIFICATES,  ETC.,  ON  EXERCISE.  As soon as
            -------------------------------------------------------
practicable  after  the  exercise  of this Warrant, the Company will cause to be
issued  in  the name of and delivered to the Holder hereof a certificate for the
number  of  fully  paid  and  nonassessable  shares  of  Common  Stock (or Other
Securities)  to  which  the  Holder shall be entitled on such exercise, plus, in
lieu  of  any  fractional share to which the Holder would otherwise be entitled,
cash  equal to such fraction multiplied by the then current fair market value as
determined  pursuant  to Section 1(b) above of one full share, together with any
other  stock  or other securities or property (including cash, where applicable)
to  which  the  Holder is entitled upon such exercise.  "Other Securities" shall
mean  any stock (other than Common Stock) and other securities of the Company or
any  other person (corporate or otherwise) which the Holder at any time shall be
entitled to receive, or shall have received, on the exercise of this Warrant, in
lieu  of  or in addition to Common Stock, or which at any time shall be issuable
or  shall  have been issued in exchange for or in replacement of Common Stock or
Other  Securities  pursuant  to  Sections  3  or  4.


                                      -42-
<PAGE>
     3.     ADJUSTMENT.
            ----------

          (a)     Initial  Purchase  Price;  Subsequent  Adjustment of Price and
                  --------------------------------------------------------------
Number  of Purchasable Shares.  The Initial Purchase Price will be adjusted from
-----------------------------
time  to  time  as provided below.  The Initial Purchase Price or, if such price
has been adjusted, the price per share of Common Stock as last adjusted pursuant
to  the  terms  hereof is referred to as the "Purchase Price" herein.  Upon each
adjustment  of  the  Purchase  Price,  the Holder will thereafter be entitled to
purchase,  at  the  Purchase Price resulting from such adjustment, the number of
shares  of  Common  Stock  obtained  by multiplying the Purchase Price in effect
immediately  before  such  adjustment  by  the  number of shares of Common Stock
purchasable  pursuant  to  this  Warrant  immediately before such adjustment and
dividing  the  product  by  the  Purchase  Price resulting from such adjustment.

          (b)     Adjustment  for Stock Splits and Combinations.  If the Company
                  ---------------------------------------------
at  any  time  or  from  time  to  time after the date of this Warrant effects a
subdivision  of  the  outstanding Common Stock, by stock split or otherwise, the
Purchase  Price  then  in  effect  immediately  before that subdivision shall be
proportionately  decreased;  and, conversely, if the Company at any time or from
time  to  time after the date of this Warrant combines the outstanding shares of
Common  Stock,  by  reverse stock split or otherwise, the Purchase Price then in
effect  immediately  before that combination shall be proportionately increased.
Any  adjustment  under  this Section 3(b) shall become effective at the close of
business  on  the  date  the  subdivision  or  combination  becomes  effective.

          (c)     Adjustment  for  Certain  Dividends and Distributions.  In the
                  -----------------------------------------------------
event  the  Company  at  any  time  or  from time to time after the date of this
Warrant either makes, or fixes a record date for the determination of holders of
Common  Stock  entitled  to receive, a dividend or other distribution payable in
additional  shares  of  Common  Stock,  then and in each such event the Purchase
Price  then  in effect shall be decreased as of the time of such issuance or, in
the  event  such  a  record  date  is fixed, as of the close of business on such
record  date, by multiplying the Purchase Price then in effect by a fraction (1)
the  numerator of which is the total number of shares of Common Stock issued and
outstanding  immediately  prior  to  the  time  of such issuance on the close of
business  on such record date, and (2) the denominator of which shall be (i) the
total  number of shares of Common Stock issued and outstanding immediately prior
to  the  time of such issuance or the close of business on such record date plus
(ii)  the  number of shares of Common Stock issuable in payment of such dividend
or  distribution;  provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed  therefor,  the  Purchase  Price shall be recomputed accordingly as of the
close  of business on such record date or date fixed therefor and thereafter the
Purchase Price shall be adjusted pursuant to this Section 3(c) as of the time of
actual  payment of such dividend or distribution.  For purposes of the foregoing
formula,  "the total number of shares of Common Stock issued and outstanding" on
a  particular date shall include shares of Common Stock issuable upon conversion
of  stock  or  securities  convertible  into  Common  Stock  and the exercise of
warrants,  options  or  rights  for  the  purchase  of  Common  Stock  which are
outstanding  on  such  date.


                                      -43-
<PAGE>
          (d)     Adjustments  for  Other  Dividends  and Distributions.  In the
                  -----------------------------------------------------
event  the  Company  at  any  time  or  from time to time after the date of this
Warrant makes, or fixes a record date for the determination of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
securities  of  the  Company other than shares of Common Stock, then and in each
such  event,  provision  shall  be  made  so  that the Holder shall receive upon
exercise  hereof, in addition to the number of shares of Common Stock receivable
thereupon,  the amount of securities of the Company which it would have received
had  this  Warrant been converted into Common Stock as of the date of such event
and  had  it  thereafter,  during  the period from the date of such event to and
including  the  date  of  exercise, retained such securities receivable by it as
aforesaid during such period, subject to all other adjustments called for during
such  period  under  this  Section  3  with respect to the rights of the Holder.

          (e)     Adjustment  for  Recapitalization,  Reclassification,  or
                  ---------------------------------------------------------
Exchange.  If  the  Common  Stock  issuable upon the exercise of this Warrant is
changed into the same or a different number of shares of any class or classes of
stock  of  the  Company,  whether by recapitalization, reclassification or other
exchange (other than a subdivision or combination of shares, or a stock dividend
or  a  reorganization,  merger,  consolidation  or  sale of assets, provided for
elsewhere  in  this Section 3), then and in any such event the Holder shall have
the right thereafter to exercise this Warrant to purchase the kind and amount of
stock  and  other securities and property receivable upon such recapitalization,
reclassification  or other exchange by holders of the number of shares of Common
Stock  which  might  have been purchased under this Warrant immediately prior to
such  recapitalization,  reclassification  or  other  exchange,  all  subject to
further  adjustment  as  provided  herein.

          (f)     Reorganizations,  Mergers,  Consolidations or Sales of Assets.
                  -------------------------------------------------------------
If  at  any  time  or from time to time there is a capital reorganization of the
Common  Stock  (other  than  a  subdivision  or combination of shares or a stock
dividend  or  a  recapitalization, reclassification or other exchange of shares,
provided  for  elsewhere  in this Section 3) or a merger or consolidation of the
Company  with  or  into another corporation, or the sale of all or substantially
all of the Company's assets to any other person, then, as a part of such capital
reorganization,  merger,  consolidation or sale, provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this Warrant
the number of shares of stock or other securities or property of the Company, or
of the successor corporation resulting from such capital reorganization, merger,
consolidation or sale, to which a holder of the number of shares of Common Stock
deliverable  upon  such  conversion  would  have  been  entitled on such capital
reorganization,  merger,  consolidation  or sale.  In any such case, appropriate
adjustment  shall be made in the application of the provisions of this Section 3
with  respect  to  the  rights  of  the Holder after the capital reorganization,
merger,  consolidation  or sale to the end that the provisions of this Section 3
(including the number of shares deliverable upon exercise of this Warrant) shall
continue  to be applicable after that event and shall be as nearly equivalent to
the  provisions  hereof  as  may  be  practicable.

          (g)     Sale  of  Shares  Below  Conversion  Price.
                  ------------------------------------------


                                      -44-
<PAGE>
               (1)     If at any time or from time to time after the date hereof
     the Company issues or sells, or is deemed by the express provisions of this
     Section  3(g) to have issued or sold, Additional Shares of Common Stock (as
     hereinafter defined), other than as a dividend or other distribution on any
     class  of  stock as provided in Section 2 and other than upon a subdivision
     or  combination  of shares of Common Stock as provided in Section 2, for an
     Effective  Price  (as  hereinafter  defined)  less  than  the then existing
     Conversion  Price,  then and in each such case the then existing Conversion
     Price  shall  be  reduced  to  such  Effective  Price.

               (2)     For  the  purpose of making any adjustment required under
     this  Section 3(g), the consideration received by the Company for any issue
     or  sale  of  securities  shall  (A)  to  the extent it consists of cash be
     computed  at  the amount of cash received by the Company, (B) to the extent
     it  consists  of property other than cash, be computed at the fair value of
     that  property  as  determined  in  good  faith  by  the  Board, and (C) if
     Additional  Shares  of Common Stock, Convertible Securities (as hereinafter
     defined)  or  rights  or  options  to  purchase either Additional Shares of
     Common  Stock  or  Convertible  Securities are issued or sold together with
     other  stock  or  securities  or  other  assets  of  the  Company  for  a
     consideration  which  covers  both,  be  computed  as  the  portion  of the
     consideration  so  received that may be reasonably determined in good faith
     by  the  Board  to  be allocable to such Additional Shares of Common Stock,
     Convertible  Securities  or  rights  or  options.

               (3)     For  the  purpose  of  the adjustment required under this
     Section  3(g), if the Company issues or sells any rights or options for the
     purchase  of,  or  stock  or  other securities convertible into, Additional
     Shares  of  Common  Stock  (such  convertible  stock  or  securities  being
     hereinafter  referred  to as "Convertible Securities") and if the Effective
     Price of such Additional Shares of Common Stock is less than the Conversion
     Price then in effect, then in each case the Company shall be deemed to have
     issued at the time of the issuance of such rights or options or Convertible
     Securities the maximum number of Additional Shares of Common Stock issuable
     upon  exercise  or conversion thereof and to have received as consideration
     for  the issuance of such shares an amount equal to the total amount of the
     consideration,  if  any,  received  by the Company for the issuance of such
     rights  or  options  or  Convertible  Securities, plus, in the case of such
     rights or options, the minimum amounts of consideration, if any, payable to
     the  Company upon the exercise of such rights or options, plus, in the case
     of  Convertible  Securities,  the minimum amounts of consideration, if any,
     payable  to  the  Company  (other  than  by  cancellation of liabilities or
     obligations  evidenced  by such Convertible Securities) upon the conversion
     thereof.  No  further adjustment of the Conversion Price, adjusted upon the
     issuance  of  such rights, options or Convertible Securities, shall be made
     as  a result of the actual issuance of Additional Shares of Common Stock on
     the  exercise  of  any such rights or options or the conversion of any such
     Convertible  Securities.  If  any  such rights or options or the conversion
     privilege  represented  by  any  such  Convertible  Securities shall expire
     without  having  been  exercised,  the  Conversion  Price adjusted upon the
     issuance  of  such  rights,  options  or  Convertible  Securities  shall be
     readjusted  to  the Conversion Price which would have been in effect had an
     adjustment been made on the basis that the only Additional Shares of Common
     Stock  so  issued  were  the  Additional  Shares  of  Common Stock, if any,
     actually issued or sold on the exercise of such rights or options or rights


                                      -45-
<PAGE>
     of conversion of such Convertible Securities, and such Additional Shares of
     Common  Stock,  if  any, were issued or sold for the consideration actually
     received by the Company upon such exercise, plus the consideration, if any,
     actually  received  by  the  Company for the granting of all such rights or
     options,  whether  or  not  exercised,  plus the consideration received for
     issuing  or selling the Convertible Securities actually converted, plus the
     consideration,  if  any,  actually  received  by the Company (other than by
     cancellation  of  liabilities  or obligations evidenced by such Convertible
     Securities)  on  the  conversion  of  such  Convertible  Securities.

               (4)     "Additional Shares of Common Stock" shall mean all shares
     of  Common  Stock  issued (or deemed issued hereunder) by the Company after
     the  date  hereof, whether or not subsequently reacquired or retired by the
     Company,  other  than: (A) shares of Common Stock issued upon conversion or
     exchange of the Series 3-A Preferred Stock or any other options or warrants
     or  convertible  securities outstanding or issuable on the date hereof; (B)
     shares of Common Stock issued upon conversion or exchange of the Series 2-A
     Preferred  Stock  pursuant  to  Section 7 of the Certificate of Designation
     creating  the Series 2-A Preferred Stock; (C) shares of Common Stock issued
     upon  conversion  or exchange of the Series 1-A Preferred Stock pursuant to
     Article  4,  Section C.5 of the Certificate of Incorporation; (D) shares of
     Common Stock issuable or issued to the directors, officers and employees of
     or  consultants  to the Company pursuant to a plan approved by the Board of
     Directors  of the Company and (E) shares of Common Stock issuable or issued
     pursuant  to equipment financing or leasing arrangements, and (F) shares of
     Common Stock issuable pursuant to the warrants, if any, which may be issued
     in  connection  with  the  Exchangeable Note and Warrant Purchase Agreement
     (the "Series B-1 Agreement") dated as of January 28, 2002, by and among the
     Company,  Vsource  (CI) Ltd, Vsource (Malaysia) Sdn Bhd, and the Purchasers
     named  therein.  The "Effective Price" of Additional Shares of Common Stock
     shall  mean  the  quotient  determined  by  dividing  the  total  number of
     Additional  Shares  of  Common Stock issued or sold, or deemed to have been
     issued  or  sold by the Company under this Section 3(g), into the aggregate
     consideration  received, or deemed to have been received by the Company for
     such  issue  under  this Section 3(g), for such Additional Shares of Common
     Stock.

          (h)     Certificate  of  Adjustment.  Upon  the  occurrence  of  each
                  ---------------------------
adjustment  or readjustment of the Purchase Price and/or the number of shares of
Common  Stock subject to this Warrant, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof, and
shall  prepare  and  furnish  to  the  Holder  a  certificate setting forth such
adjustment  or  readjustment  and  showing  in  detail the facts upon which such
adjustment  or  readjustment  is  based.

     4.     EXERCISE  UPON  REORGANIZATION, CONSOLIDATION, MERGER, ETC.  In case
            ----------------------------------------------------------
at  any  time  or  from  time  to  time,  the  Company  intends  to (a) effect a
reorganization, (b) consolidate with or merge into any other person, (c) sell or
transfer  all  or  substantially  all  of  its properties or assets to any other
person,  (d)  dissolve,  (e)  consummate  an  initial  public  offering  of  its
securities;  or  if  the  Company is sold through the sale of its capital stock,
then, notwithstanding any other provision of this Warrant, in each such case, as
a  condition  of  such  reorganization, consolidation, merger, sale dissolution,


                                      -46-
<PAGE>
conveyance,  or  offering  the Company shall give at least fifteen (15) business
days  notice  to the Holder of such pending transaction whereby the Holder shall
have  the  right  to  exercise  this  Warrant  prior to any such reorganization,
consolidation,  merger, sale, dissolution, conveyance or offering.  Any exercise
of  this Warrant pursuant to notice under this Section shall be conditioned upon
the  closing  of  such reorganization, consolidation, merger, sale, dissolution,
conveyance  or  offering  which is the subject of the notice and the exercise of
this Warrant shall not be deemed to have occurred until immediately prior to the
closing  of  such  transaction.

     5.     FURTHER  ASSURANCES.  The  Company  will take all action that may be
            -------------------
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable  shares of stock, free from all taxes, liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of  this  Warrant  from  time  to  time  outstanding.

     6.     NOTICES  OF  RECORD  DATE,  ETC.  In  the  event  of:
            -------------------------------

          (a)     any  taking  by  the Company of a record of the holders of any
class  of  securities for the purpose of determining the holders thereof who are
entitled  to receive any dividend on, or any right to subscribe for, purchase or
otherwise  acquire  any  shares of stock of any class or any other securities or
property,  or  to  receive  any  other  right,  or

          (b)     any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all of the assets of the Company to or the
sale,  consolidation or merger of the Company with, to or into any other person,
or

          (c)     Any  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up  of  the  Company;

then  and  in each such event the Company will mail or cause to be mailed to the
Holder,  at least fifteen (15) business days prior to such record date, a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such  dividend,  distribution  or  right,  (ii)  the  date  on  which  any  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding up is to take place, and the time,
if  any  is  to  be fixed, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other  Securities)  for  securities  or  other  property  deliverable  on  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation  or  winding-up,  and  (iii)  the  amount and
character  of  any  stock or other securities, or rights or options with respect
thereto,  proposed  to  be issued or granted, the date of such proposed issue or
grant  and  the persons or class of persons to whom such proposed issue or grant
is  to  be  offered  or  made.  Such  notice shall also state that the action in
question  or  the  record date is subject to the effectiveness of a registration
statement under the Securities Act or a favorable vote of stockholders if either
is  required.  Such  notice  shall be mailed at least fifteen (15) business days
prior  to  the  date  specified in such notice on which any such action is to be
taken  or  the record date, whichever is earlier.  The Holder shall use its best
efforts  to  decide whether to exercise this Warrant within ten (10) days of its
receipt  of  such  notice.


                                      -47-
<PAGE>
     7.     RESERVATION  OF  STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS.  The
            --------------------------------------------------------------
Company  will  at all times reserve and keep available out of its authorized but
unissued  shares  of  capital  stock,  solely  for  issuance and delivery on the
exercise  of  this  Warrant,  a  sufficient number of shares of Common Stock (or
Other  Securities) to effect the full exercise of this Warrant and the exercise,
conversion  or  exchange  of  any  other  warrant  or  security  of  the Company
exercisable  for,  convertible into, exchangeable for or otherwise entitling the
Holder  to  acquire  shares of Common Stock (or Other Securities), and if at any
time  the  number  of  authorized  but unissued shares of Common Stock (or Other
Securities)  shall  not  be  sufficient  to  effect such exercise, conversion or
exchange, the Company shall take such action as may be necessary to increase its
authorized  but  unissued  shares  of Common Stock (or Other Securities) to such
number  as  shall  be  sufficient  for  such  purposes.

     8.     TRANSFER OF WARRANT.  This Warrant cannot be transferred without the
            -------------------
prior  written  consent  of the Company, which consent shall not be unreasonably
withheld;  provided, however, the Holder may transfer this Warrant to any of its
affiliates  without  such  consent  so  long  as such transfer complies with all
applicable  securities  laws.

     9.     NO  RIGHTS  AS  A  STOCKHOLDER.  This  Warrant shall not entitle the
            ------------------------------
Holder  hereof  to  any  voting  rights  or other rights as a stockholder of the
Company.

     10.     NOTICES,  ETC.  All notices which are required to be given pursuant
             -------------
to  this  Warrant  shall be in writing and shall be delivered by certified mail,
return  receipt  requested,  first  class  postage prepaid, or sent by overnight
express  or similarly recognized overnight delivery with receipt acknowledged or
by facsimile, with a copy thereof sent by one of the other means.  Notices shall
be  deemed  to  have  been given at the time delivered and shall be addressed as
follows  or  to  such  other  address  as a party may designate by proper notice
hereunder.

If  to  Holder:               To  the  address  set  forth  on  Exhibit A of the
                              Series  B-1  Agreement.

If  to  the  Company:         Vsource,  Inc.
                              16875  West  Bernardo  Drive
                              Suite  250
                              San  Diego,  CA  92127
                              USA
                              Attention:  Chief  Financial  Officer
                              Facsimile:  (858)  618-5904

                              with  a  copy  to:
                              Vsource  (Asia)  Ltd
                              Unit  501,  AXA  Centre
                              151  Gloucester  Road
                              Wanchai,  Hong  Kong
                              Attention:  General  Counsel
                              Facsimile:  (852)  2523-1344


                                      -48-
<PAGE>
     11.     SECURITIES  LAWS.  By  acceptance  of  this  Warrant,  the  Holder
             ----------------
represents  to  the  Company that the Holder is "accredited investor" within the
meaning  of  Rule  501  of  Regulation  D  adopted  under the Securities Act, as
presently  in  effect,  or  not  a  "U.S. person" within the meaning of Rule 902
adopted under the Securities Act and is acquiring the Securities in an "offshore
transaction" as defined in Rule 902, that this Warrant is being acquired for the
Holder's  own  account and for the purpose of investment and not with a view to,
or  for  sale in connection with, the distribution thereof, nor with any present
intention  of  distributing  or selling the Warrant or the Common Stock issuable
upon  exercise  of  the  Warrant,  and  that  it is an investor in securities of
companies  in  the  development  stage  and  acknowledges  that  it can bear the
economic  risk  of  its  investment  and  has  such  knowledge and experience in
financial  or  business  matters that it is capable of evaluating the merits and
risks  of  the  investment  in  the  shares subject to this Warrant.  The Holder
acknowledges  and  agrees  that  this Warrant and the Common Stock issuable upon
exercise  of this Warrant (if any) have not been (and at the time of acquisition
by  the  Holder,  will  not  have  been  or  will  not  be) registered under the
Securities  Act  or  under  the  securities  laws of any state, in reliance upon
certain  exemptive  provisions  of such statutes.  The Holder further recognizes
and  acknowledges  that  because this Warrant and the Common Stock issuable upon
exercise  of this Warrant are unregistered, they may not be eligible for resale,
and  may  only  be  resold  in  the future pursuant to an effective registration
statement  under the Securities Act and any applicable state securities laws, or
pursuant  to  a valid exemption from such registration requirements and that the
Holder  must, therefore, bear the economic risk of such investment indefinitely.

     12.     LEGEND.  Unless  theretofore  registered  for  resale  under  the
             ------
Securities Act, each certificate for shares issued upon exercise of this Warrant
shall  bear  the  following  or  a  similar  legend:

          THE  SHARES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR ANY APPLICABLE STATE
     SECURITIES  LAWS.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
     NOT  BE  RESOLD,  TRANSFERRED  OR  ASSIGNED  IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
     AS  AMENDED,  OR  AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
     DISPOSITION  IS  IN  COMPLIANCE  WITH THE SECURITIES ACT AND ANY APPLICABLE
     STATE  SECURITIES  LAWS.

     13.     MISCELLANEOUS.  This  Warrant  and any terms hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed  by  the  internal  laws  of the State of California, without regard to
conflict  of  laws principles.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of  any  provision hereof shall in no way
affect  the  validity  or  enforceability  of  any  other  provision.


                                      -49-
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers thereunto duly authorized as of [date of
issuance].

                                 VSOURCE,  INC.



                                 By:     _________________________________


                                      -50-
<PAGE>
                              FORM OF SUBSCRIPTION

                                  VSOURCE, INC.

                   (To be signed only on exercise of Warrant)



TO:     VSOURCE,  INC.

     1.     The  undersigned  Holder  of the attached original, executed Warrant
hereby  elects to exercise its purchase right under such Warrant with respect to
shares  of Common Stock, as defined in the Warrant, of Vsource, Inc., a Delaware
corporation  (the  "Company").

     2.     The undersigned Holder is hereby paying the aggregate purchase price
for  such  shares  of  Common  Stock (the "Exercise Shares") (i) by the enclosed
certified  or  official bank check payable in United States dollars to the order
of the Company in the amount of $___________, or (ii) by wire transfer of United
States  funds  to  the  account of the Company in the amount of $______________,
which  transfer has been made before or simultaneously with the delivery of this
Form  of  Subscription  pursuant  to  the  instructions of the Company, or (iii)
electing  to  exercise the attached Warrant for _______ shares purchasable under
the  Warrant  pursuant  to  the  net exercise provisions of Section 1(b) of such
Warrant.

     3.     Please  issue  a  stock certificate or certificates representing the
appropriate  number  of  shares  of  Common Stock in the name of the undersigned
Holder.

Dated:_______________________



                                          __________________________________
                                                 Signature  of  Holder


<PAGE>
                                  Schedule 3.2
                                  -------------

     1.     The  Series  A  Notes are convertible into securities which have the
right  to  vote.


<PAGE>
                                  Schedule 3.4
                                  -------------

     1.     The  Company  may  file  a  Form  8-K  with  the U.S. Securities and
Exchange  Commission  ("SEC")  in  connection  with  this  transaction.

     2.     The  transactions  contemplated by this Agreement and the Securities
will:

          (a)  Result  in a change in the conversion or exercise prices pursuant
               to  the  "anti-dilution"  provisions of the Company's outstanding
               Series 1-A Convertible Preferred Stock and Series 2-A Convertible
               Preferred Stock and certain outstanding warrants and options; and

          (b)  The  provisions  of  Exhibit  B  to  the  Series  A Note Purchase
               Agreement  will  require  the  filing  and  effectiveness  of  a
               Registration  Statement  with  the  SEC  and certain filings with
               state  securities  commissions.


<PAGE>
                                  Schedule 3.11
                                 --------------

1.   The  Company  received  a  letter  from  the  SEC  dated  December 18, 2001
     commenting (the "SEC Comments") upon the Company's Post Effective Amendment
     No.  2 on Form S-3 to Form SB-2 filed November 15, 2001, Form 10-K and Form
     10-Q/A  for  the  quarter  ended October 31, 2001. On January 14, 2002, the
     Company  filed  its  response (the "Response") to the SEC Comments with the
     SEC.  As  of  the  date of this Agreement, the Company has not received any
     further  response  from  the  SEC  and  can  provide  no assurance that the
     Response  adequately  addressed  the  SEC  Comments.


<PAGE>