Exhibit 4.2

February  5,  2002

To:     Holders  of  Series  1-A  Convertible  Preferred  Stock

RE:     Reduction  of  Conversion  Price

In  accordance  with  the  terms  of  the  Certificate  of  Incorporation  (the
"Certificate")  of  Vsource,  Inc. (the "Company"), the Company hereby certifies
that  as  of the date hereof, the Conversion Price of its outstanding Series 1-A
Convertible Preferred Stock (the "Series 1-A Preferred Stock") has been adjusted
to $0.82.  As a result, a holder of Series 1-A Preferred Stock will receive 3.04
shares  of  the  Company's  common  stock (the "Common Stock") for each share of
Series  1-A  Preferred  Stock  that  is  converted.

The  foregoing  adjustment  is  based  on  the  following  facts:

-    The  following  securities  have become convertible into or exercisable for
     shares  of  Common  Stock:

     o    $4,557,596  in principal amount of Convertible Promissory Notes issued
          pursuant  to a Convertible Note Purchase Agreement dated June 24, 2001
          between  the  Company  and the Purchasers set forth therein, which are
          convertible into 75,960 shares of the Company's Series 3-A Convertible
          Preferred  Stock,  which,  in  turn  are  now  convertible  into
          45,575,951shares  of  Common  Stock;

     o    Warrants  (the  "Series  B Warrants") to purchase 21,256,500 shares of
          Common  Stock,  issued  pursuant  to  an Exchangeable Note and Warrant
          Purchase  Agreement dated as of July 12, 2001, between the Company and
          the  Purchasers  set  forth  therein;

     o    Warrants  to  purchase  an aggregate of 350,000 shares of Common Stock
          granted  to third-party advisers in consideration of services provided
          in  connection  with the Company's acquisition of substantially all of
          the  assets  of  NetCel360  Holdings  Limited;  and

     o    Warrants to purchase 14,695,976 shares of Common Stock, pursuant to an
          Exchangeable  Note  and Warrant Purchase Agreement dated as of January
          28,  2001,  between  the Company and the Purchasers set forth therein.

-    In  accordance  with  Section 4C5(d)(6)(A) of Article 4 of the Certificate,
     the  Conversion Price was adjusted to $0.82, being the Original Issue Price
     of  $2.50  multiplied  by  a  fraction,

     o    the  numerator  of  which  was  38,518,045,  being  comprised  of  (A)
          33,831,184 shares of Common Stock outstanding at the close of business
          on  the  day  next  preceding  the  date  on which the above-described
          securities  became  convertible or exercisable (the "Effective Date"),
          plus  (B)  3,275,137  shares  of  Common  Stock  which  the  aggregate
          consideration  received  (or  deemed  to  have  been  received) by the
          Company  for  the total number of Additional Shares of Common Stock so
          issued would purchase at the then Conversion Price, plus (C) 1,411,724
          shares  of  Common  Stock  underlying  Other  Securities,  and

     o    the  denominator  of  which  was  116,971,341,  being comprised of (X)
          115,559,617  shares  of  Common  Stock  outstanding  at  the  close of
          business  on  the  Effective Date, after giving effect to the issue of
          Additional  Shares,  plus  (Y)  1,411,724  shares  of  Common  Stock
          underlying  the  Other  Securities  at  the  close  of business on the
          Effective  Date.


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All  terms  not otherwise defined herein shall have the meaning set forth in the
Certificate.

Sincerely,


/S/  Dennis  M.  Smith

DENNIS  M.  SMITH
Vice-Chairman  and
Chief  Financial  Officer


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