DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                     SERIES 3-A CONVERTIBLE PREFERRED STOCK
                                       OF
                                  VSOURCE, INC.



                          I.     DESIGNATION AND AMOUNT

     This  series  of  Preferred  Stock of Vsource, Inc., a Delaware corporation
(the "Company"), is designated Series 3-A Convertible Preferred Stock, par value
      -------
$0.01  per  share  (the "Series 3-A Preferred Stock").  The number of authorized
                         --------------------------
shares  of  Series  3-A  Convertible  Preferred  Stock  shall  be  500,000.

                          II.     CERTAIN DEFINITIONS

     For  purposes of this Certificate of Designation, the following terms shall
have  the  following  meanings:

     A.     "Bankruptcy  Event" shall mean any one or more of the following: (i)
             -----------------
the  commencement of any voluntary proceeding by the Company seeking entry of an
order for relief under Title 11 of the United States Code or seeking any similar
or  equivalent relief under any other applicable federal or state law concerning
bankruptcy, insolvency, creditors' rights or any similar law; (ii) the making by
the  Company of a general assignment for the benefit of its creditors; (iii) the
commencement  of any involuntary proceeding respecting the Company seeking entry
of  an  order  for  relief  against  the Company in a case under Title 11 of the
United  States  Code or seeking any similar or equivalent relief under any other
applicable  federal  or  state law concerning bankruptcy, insolvency, creditors'
rights  or any similar law if such proceeding remains unstayed for 60 days; (iv)
entry  of  a  decree or order respecting the Company by a court having competent
jurisdiction,  which  decree  or  order  (x)  results  in  the  appointment of a
receiver,  liquidator,  assignee, examiner, custodian, trustee, sequestrator (or
other  similar  official)  for  the  Company  or for any substantial part of its
property or (y) orders the winding up, liquidation, dissolution, reorganization,
arrangement,  adjustment, or composition of the Company or any of its debts; (v)
the  appointment,  whether  or  not  voluntarily  by the Company, of a receiver,
liquidator,  assignee,  examiner,  custodian,  trustee,  sequestrator  (or other
similar  official)  for the Company or for any substantial part of its property;
(vi)  the  failure  by  the  Company  to pay, or its admission in writing of its
inability  to pay, its debts generally as they become due; (vii) the exercise by
any creditor of any right in connection with an interest of such creditor in any
substantial  part  of  the  Company's  property,  including, without limitation,
foreclosure  upon  all  or any such part of the Company's property, replevin, or
the  exercise  of  any  rights or remedies provided under the Uniform Commercial
Code  with  regard  thereto; and (viii) the consent by the Company to any of the
actions,  appointments,  or  proceedings  described herein or the failure of the
Company to contest in good faith any such actions, appointments, or proceedings.
For  purposes  of this paragraph, the "Company" shall also refer to any material
subsidiary  thereof.


<PAGE>
     B.     "Conversion  Conditions"  means  either
             ----------------------

               (a) the Company has (I) adopted, had approved by its shareholders
and has filed with the Secretary of State of Delaware (and there shall remain in
effect)  an  amendment to the Company's Certificate of Incorporation to increase
the  authorized  shares  of  the  Company's Common Stock to at least 200 million
shares  and  (II)  obtained  the approval of its shareholders of the issuance of
shares  of  Common  Stock  upon  conversion  of  the  Series 3-A Preferred Stock
pursuant  to  Section  VII  hereof,  or

               (b)  The  Company  has  determined not to seek one or both of the
approvals  referred  to in clause (a) and the Company has received an opinion of
counsel, which has not been withdrawn, to the effect that (I) such approval that
is  not  being  sought is not required for the Company to issue shares of Common
Stock  upon the conversion of the Series 3-A Preferred Stock pursuant to Section
VII hereof, (II) such shares of Common Stock, upon issuance, will be fully paid,
validly  issued and nonassessable, and (III) such issuance would not violate the
rules  or  regulations  of any securities exchange or market on which any of the
Company's  securities  is  then  listed,  if  any.

The  Company  will give each holder of Series 3-A Preferred Stock prompt written
notice  of  (a) the satisfaction of the Conversion Conditions, and (b) if at any
time after satisfaction of the Conversion Conditions pursuant to clause (b), the
Conversion  Conditions  cease  to  be  satisfied.

     C.     "Conversion  Price"  shall initially be $0.10.  The Conversion Price
             -----------------
shall  be  subject  to  adjustment  pursuant  to  Section  VII.D.

     D.     "Original  Issue  Price"  means $60 per share (as adjusted for stock
             ----------------------
splits,  stock dividends, combinations and the like for the Series 3-A Preferred
Stock).

     E.     "Redemption  Amount"  means  with  respect  to a share of Series 3-A
            -------------------
Preferred  Stock  for which a Redemption Notice or a Mandatory Redemption Notice
has been delivered an amount in cash equal to the greater of (i) three (3) times
the  sum  of  (a)  the  Original  Issue  Price  plus  (b) all accrued and unpaid
dividends  (as if declared, but whether or not declared) on such share of Series
3-A  Preferred  Stock  from  the  date of issuance (the amount described in this
clause  (b)  is  referred  to  as the "Premium Amount") and (ii) the Fair Market
                                       --------------
Value  of  the Common Stock into which such shares of Series 3-A Preferred Stock
are  convertible  on  the  date  of  the  Redemption  Notice  (regardless of any
limitations  or  restrictions on conversion), provided that in no event will the
Fair Market Value of the Common Stock for purposes of calculating the Redemption
Amount  pursuant to this clause (ii) be greater than $0.35 per share (subject to
adjustments for stock splits, stock dividends and like transactions with respect
to  the  Common Stock).  Except as provided in the proviso to clause (ii) of the
prior sentence, the Fair Market Value of the Common Stock shall be determined in
the  same  manner  as  Section  IV.B  hereof.

                               III.     DIVIDENDS.

     A.     The  Holders  of  shares  of  Series  3-A  Preferred Stock shall  be
entitled  to receive, out of any assets legally available therefor, and when, as
and  if  declared  by  the  Board of Directors, cumulative dividends at the rate


                                      -2-
<PAGE>
equal  to  10%  of  the  Original  Issue Price therefore per share annually.  No
dividend may be declared and paid upon shares of Common Stock in any fiscal year
of  the  Company  unless dividends at the rate set forth above since the date of
issuance  have first been paid upon or declared and set aside for payment to the
holders  of the shares of Series 3-A Convertible Preferred Stock for such fiscal
year of the Company.  No undeclared or unpaid dividend shall ever bear interest.

     B.     The  Holders  of Series 3-A Preferred Stock, in such capacity, shall
be  entitled  to  such  cash  dividends  paid and cash distributions made to the
holders  of Common Stock to the same extent as if such holders' shares of Series
3-A  Preferred  Stock  had  been  converted into Common Stock as provided herein
(without  regard to any limitations on conversion herein or elsewhere contained)
and  had  such  Common  Stock been issued and outstanding on the record date for
said  dividend  or distribution.  Payments under the preceding sentence shall be
made  concurrently  with  the  dividend or distribution to the holders of Common
Stock.

                         IV.     LIQUIDATION PREFERENCE

     A.     Liquidation  of  the  Company.  In  the  event  of  any liquidation,
            -----------------------------
dissolution  or  winding up of the Company, either voluntary or involuntary, the
holders  of  Series  3-A  Preferred  Stock  shall  be entitled to receive, after
distribution  of  all  amounts  due  to  the holders of the Company's Series 1-A
Preferred  Stock under Article 4, Section C.2(a) and C.2(b) of the Corporation's
Certificate  of  Incorporation,  if any, (computed as if no shares of Series 3-A
Preferred  Stock  were  then outstanding) and distribution of all amounts due to
the  holders  of the Company's Series 2-A Preferred Stock under Section 4(a) and
4(b) of the Certificate of Designation for such Series (computed as if no shares
of  Series  3-A  Preferred  Stock  were  then  outstanding),  and  prior  and in
preference  to  any  distribution  of  any of the assets or surplus funds of the
Company to the holders of the Common Stock by reason of their ownership thereof,
a  preference  amount  for  each outstanding share of Series 3-A Preferred Stock
held  by  such holder equal to the greater of (i) three (3) times the sum of (a)
the  Original  Issue  Price  for  that outstanding share of Series 3-A Preferred
Stock, plus (b) the Premium Amount, and (ii) the amount that would be payable to
such  holder  had all of such holders' shares of Series 3-A Preferred Stock been
converted  into  Common Stock immediately prior to such liquidation, dissolution
or  winding  up of the Company.  Nothing in this Section IV will be construed to
adversely  affect  the  rights,  preferences,  privileges  or limitations of the
holders of the Series 1-A Preferred Stock or the Series 2-A Preferred Stock upon
a liquidation, dissolution or winding up of the Company or  reduce the amount to
which such holders are entitled under the Company's Certificate of Incorporation
or  the Series 2-A Certificate of Designation (assuming for such purpose that no
shares  of  Series  3-A  Preferred  Stock  were  then  outstanding).

     B.     For  purposes  of  this  Section  IV,  a liquidation, dissolution or
winding  up of the Company shall be deemed to be occasioned by or to include (i)
the  acquisition of the Company by another entity by means of any transaction or
series  of  related transactions (including, without limitation, reorganization,
merger or consolidation, excluding a merger solely to change the domicile of the
Company)  or  (ii)  a  sale  of  all  or  substantially all of the assets of the
Company;  unless,  in  each  case,  the  Company's  shareholders  of  record  as
constituted  immediately  prior  to  such  acquisition or sale will, immediately


                                      -3-
<PAGE>
after  such acquisition or sale (by virtue of securities issued as consideration
for  the  Company's  acquisition  or  sale  or otherwise) hold a majority of the
voting power of the surviving or acquiring entity. In any of such events, if the
consideration  received  by  the  Company  is other than cash, its value will be
deemed  its  fair  market  value. The fair market value of common stock which is
publicly traded on an exchange or the NASDAQ National Market System or Small Cap
Market shall be the average of the daily market prices of that stock over the 20
consecutive  trading days immediately preceding (and not including) the date the
Company  or its shareholders receive such stock. The daily market price for each
trading  day  shall  be:  (A)  the  closing  price  on that day on the principal
exchange  or  NASDAQ  on  which  such common stock is then listed or admitted to
trading,  as  applicable;  or  (B)  if  no  sale takes place on that day on such
exchange or NASDAQ, the average of the official closing bid and asked prices for
that  stock.  Otherwise,  the  fair  market value of such consideration shall be
determined  in good faith by the Board of Directors of the Company (the "Board")
                                                                         -----
and  provided  in  writing  by  the  Company  to  the  holders of the Series 3-A
Preferred  Stock  within  five  (5)  days  of  the  date  of such determination;
provided,  however,  that  the  fair market value of such consideration shall be
           -------
determined  by  appraisal  in  accordance  with  the following provisions if the
holders  of  at  least two-thirds of then outstanding Series 3-A Preferred Stock
object in writing to the Board's determination within fifteen (15) days of their
receipt  of notice of such determination by the Board.  A single appraiser shall
be  selected  jointly  by  the holders of a majority of the Series 3-A Preferred
Stock  and the Company. If the holders of the Series 3-A Preferred Stock and the
Company are unable to agree on an appraiser within twenty (20) days of the Board
receiving  notice  of such holders' objection to the Board's determination, each
shall  immediately  appoint  an  appraiser  who shall determine such fair market
value.  If the lower of the appraised fair market values is not less than ninety
percent  (90%)  of the higher appraised fair market value, the final fair market
value  of  such  consideration shall be the average of the appraised values.  If
the  lower  of  the  appraised  values  is less than ninety percent (90%) of the
higher  appraised value, the original appraisers shall appoint a final appraiser
who  shall  pick  one  of  the  two  prior  values  determined  by the first two
appraisers.  All  appraisal  reports shall be completed no later than sixty (60)
days  after  the  appointment of the appraiser engaged to render such appraisal.
All  appraisal  fees  and costs shall be paid by the Company; provided, however,
                                                              --------  -------
that  if the final appraised value is no more than ten percent (10%) higher than
that  determined  by the Board, the appraisal fees and costs shall be subtracted
from  the  liquidation  preference  to  be paid to the holders of the Series 3-A
Preferred  Stock.

                               V.     REDEMPTION.

     A.     Redemption  at  the  Option  of  the Company.  In the event that the
            --------------------------------------------
Conversion  Conditions  (as  defined herein) are not satisfied prior to February
15,  2002  or  the  Conversion Conditions fail to be satisfied at any time on or
after February 15, 2002, then at any time after June 30, 2002, the Company shall
have  the  right,  exercisable  by  delivery of written notice to each holder of
shares  of  Series  3-A  Preferred  Stock  (a "Mandatory Redemption Notice"), to
                                               ---------------------------
require  the  holders  of  the  Series  3-A Preferred Stock to tender all of the
shares  of  Series 3-A Preferred Stock held by such holders for redemption for a
price  per  share equal to the Redemption Amount.  The Company may not issue any
Mandatory  Redemption  Notice  unless the Company has on hand cash sufficient to
effect  the  redemption and the payment of the Redemption Amount would not cause
the  Company  to  be  in  violation of the applicable provisions of the Delaware
General  Corporation  Law  ("DGCL")  including  Section  160  thereof.  If  the
                             ----


                                      -4-
<PAGE>
Conversion  Conditions  are  satisfied  prior  to February 15, 2002, the Company
shall  not  be  entitled  to issue a Mandatory Redemption Notice, so long as the
Conversion  Conditions  remain  satisfied.

     B.     Redemption at the Option of the Holders.  If at any time on or after
            ---------------------------------------
February 15, 2002, the Conversion Conditions are not satisfied, then each holder
of  the Series 3-A Preferred Stock shall have the right, at any time on or after
the  earlier of (x) June 30, 2002, and (y) the occurrence of a Bankruptcy Event,
to  require the Company to redeem all or any portion of the Series 3-A Preferred
Stock  held  by such holder at a price per share equal to the Redemption Amount.
In  order  to  complete  a  redemption pursuant to this Section V.B., the Holder
shall submit an executed notice setting forth the number of shares of Series 3-A
Preferred Stock to be redeemed (a "Redemption Notice") and surrender the related
Preferred  Stock Certificates.  Upon receipt of a validly executed and delivered
Redemption  Notice,  the  Company will immediately give written notice to all of
the  Holders  of  Series  3-A Preferred Stock.  If the Conversion Conditions are
satisfied  prior  to  February  15,  2002,  then  the  holders of the Series 3-A
Preferred Stock shall not be entitled to redeem their Series 3-A Preferred Stock
pursuant to clause (x) of this Section V.B, so long as the Conversion Conditions
remain  satisfied.

     C.     Redemption  Payments.  The  Company shall pay a holder of Series 3-A
            --------------------
Preferred  Stock  the  Redemption Amount, in cash, with respect to each share of
Series  3-A  Preferred  Stock within (i) ten (10) business days of the Company's
receipt  of  a Redemption Notice or (ii) ten (10) business days of the Company's
delivery of a Mandatory Redemption Notice, as the case may be.  In the event the
Company  is  not  able to redeem all of the shares of Series 3-A Preferred Stock
subject  to  Redemption  Notices,  the Company shall redeem shares of Series 3-A
Preferred  Stock from such holders pro rata, based on the total number of shares
of  Series  3-A Preferred Stock included by such holder in its Redemption Notice
relative  to  the  total  number  of shares of Series 3-A Preferred Stock in all
Redemption Notices; provided that the foregoing shall not be deemed to limit the
                    --------
Company's obligation to purchase shares of Series 3-A Preferred Stock hereunder.
Upon delivery of a Redemption Notice or Mandatory Redemption Notice, the Company
will  be unconditionally obligated to effect the redemption of shares subject to
the  Redemption  Notice  or  Mandatory  Redemption  Notice.

     D.     Capital  Impairment.  In the event that Section 160 of DGCL would be
            -------------------
violated  by the redemption of any shares of Series 3-A Preferred Stock that are
otherwise  subject to redemption pursuant to Section V.B., the Company: (i) will
redeem  the  greatest  number  of  shares of Series 3-A Preferred Stock possible
without  violation  of  said  Section  pro  rata  among the shares of Series 3-A
Preferred  Stock  which are subject to Redemption Notices; (ii) thereafter shall
use  its best efforts to take all necessary steps in order to remedy its capital
structure  in  order  to  allow  further  redemptions  without violation of said
Section  (and  not  take  any action inconsistent with so remedying such capital
structure);  and  (iii)  from  time  to time thereafter as promptly as possible,
shall  redeem  remaining  shares of Series 3-A Preferred Stock at the request of
the  holders  to  the  greatest  extent  possible without causing a violation of
Section  160  of  the  GCL.  In  addition,  and  notwithstanding anything to the
contrary contained in this Section V.D, so long as the Company is prevented from
redeeming shares of Series 3-A Preferred Stock pursuant to this Section V.D, the
Company  shall  be  (and  shall  be  deemed  to  be) in breach of the redemption
obligations set forth in this Section V.D and a holder shall have all rights and
remedies  under this Certificate of Designation or otherwise at law for damages,
with  respect  to  such  breach.


                                      -5-
<PAGE>
                             VI.     VOTING RIGHTS.

     A.     The  holder  of  each share of Series 3-A Preferred Stock shall have
the  right  to  one vote for each share of Common Stock to which such Series 3-A
Preferred Stock could then be converted (with any fractional share determined on
an  aggregate  conversion  basis being rounded down to the nearest whole share),
and  with  respect  to  such vote, such holder shall have full voting rights and
powers equal to the voting rights and powers of the holders of Common Stock, and
shall  be  entitled,  notwithstanding  any  provision  hereof,  to notice of any
stockholder's meeting in accordance with the bylaws of the Company, and shall be
entitled  to  vote,  together  with holders of Common Stock, with respect to any
question  upon  which  holders  of  Common  Stock  have  the  right  to  vote.

     B.     To  the  extent that under applicable law the vote of the holders of
the  Series  3-A  Preferred  Stock,  voting  separately as a class or series, as
applicable,  is  required  to  authorize  a  given  action  of  the Company, the
affirmative  vote or consent of the holders of at least a majority of the shares
of  the Series 3-A Preferred Stock represented at a duly held meeting at which a
quorum  is present or by written consent of a majority in interest of the Series
3-A  Preferred  Stock  then  outstanding (except as otherwise may be required by
applicable  law)  shall  constitute  the  approval  of such action by the class.

                               VII.     CONVERSION

     A.     Right  to Convert.  At any time while the Conversion Conditions have
            -----------------
been  satisfied,  each holder of Series 3-A Preferred Stock may, at any time and
from  time  to  time,  convert  any or all of its shares of Series 3-A Preferred
Stock  into  such number of fully paid and non-assessable shares of Common Stock
of  the  Company  (any  such  shares  issued  pursuant  to this Section VII, the
"Conversion  Shares") as is determined by dividing the sum of the Original Issue
 ------------------
Price  of  such  shares  and  the  Premium  Amount  by  the  Conversion  Price.

     B.     Automatic  Conversion.  At  any time while the Conversion Conditions
            ---------------------
have  been satisfied, each share of Series 3-A Preferred Stock outstanding shall
be  converted into such number of fully paid and non-assessable shares of Common
Stock  as  is determined by dividing the sum of the Original Issue Price of such
share  and  the Premium Amount by the Conversion Price immediately upon the date
specified  by  a  written  notice ("Automatic Election Notice") delivered to the
                                    -------------------------
Company  by  the  holders  of not less than 75% of the outstanding shares of the
Series  3-A  Preferred  Stock  electing to effect the conversion.  The Automatic
Election  Notice  shall  be  delivered  to  the  Company  not less than ten (10)
business  days  prior to the specified date of the automatic conversion.  Within
three (3) business days of receipt of the Automatic Election Notice, the Company
shall provide written notice to all record holders of Series 3-A Preferred Stock
of  the election of such automatic conversion.  Such notice shall state the date
on which the automatic conversion shall occur and shall call upon the holders of
Series  3-A  Preferred  Stock  to  deliver  to  the  Company  the  certificates
representing  shares  of  Series  3-A  Preferred Stock so converted (or, in lieu
thereof,  materials  contemplated  by  Section VII.H., if applicable).  Upon the
delivery  of  such  certificates (or, in lieu thereof, materials contemplated by
Section  VII.H.,  if  applicable),  the  Company  shall  as soon as practicable,
deliver  to  the  transmitting  holders  (or  at their direction) that number of
shares  of  Common  Stock  issuable upon conversion of such shares of Series 3-A


                                      -6-
<PAGE>
Preferred  Stock being converted, dated as of the date of such conversion.  Such
conversion  shall  be  deemed  to have been made (and the shares of Common Stock
issued)  on the date of such automatic conversion, and the holders of the Series
3-A Preferred Stock so converted shall be treated for all purposes as the record
holder  or  holders  of  such  Common  Stock  as  of the date of such conversion
specified  in  the  Automatic  Election  Notice.

     C.     Mechanics  of  Conversion.  In order to effect a conversion pursuant
            -------------------------
to Section VII.A, a holder of Series 3-A Preferred Stock shall fax (or otherwise
deliver) a copy of the fully executed Notice of Conversion (in substantially the
form  attached  hereto) to the Company or its transfer agent and shall surrender
or  cause  to  be surrendered personally or via a reputable overnight courier to
the  Company  or its transfer agent the certificates representing the Series 3-A
Preferred  Stock  being  converted  (the  "Preferred  Stock  Certificates") duly
                                           ------------------------------
endorsed  or accompanied by duly executed stock powers and (or, in lieu thereof,
materials  contemplated by Section VII.H., if applicable).  Upon the delivery of
a Notice of Conversion, the Company shall as soon as practicable, deliver to the
Holder  (or at its direction) (x) that number of shares of Common Stock issuable
upon conversion of such shares of Series 3-A Preferred Stock being converted and
(y)  a  certificate  representing  the  number of shares of Series 3-A Preferred
Stock not being converted, if any.  Such conversion shall be deemed to have been
made  (and  the shares of Common Stock issued) immediately prior to the close of
business  on  the date of surrender of the Preferred Stock Certificates (or such
other later date specified in the Notice of Conversion), and the person entitled
to  receive the shares of Common Stock issuable upon conversion shall be treated
for  all-purposes  as  the  record holder of such shares of Common Stock on such
date.

     D.     Conversion Price Adjustments.  The Conversion Price shall be subject
            ----------------------------
to  the  following  adjustments:

          (1)  Adjustment  for  Stock Splits and Combinations. If the Company at
              -----------------------------------------------
     any  time  or  from  time  to time after June 19, 2001 (the "Pricing Date")
                                                                  ------------
     effects a subdivision of the Common Stock of the Company, by stock split or
     otherwise,  the  Conversion  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 Pricing Date combines
     the  outstanding  shares  of  Common  Stock,  by  reverse  stock  split  or
     otherwise,  the  Conversion  Price  then  in effect immediately before that
     combination  shall  be proportionately increased. Any adjustment under this
     Section  VII.D(1)  shall  become  effective at the close of business on the
     date  the  subdivision  or  combination  becomes  effective.

          (2)  Adjustment  for Certain Dividends and Distributions. In the event
               ---------------------------------------------------
     the  Company at any time or from time to time after the Pricing Date 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
     Conversion  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 Conversion Price then in
     effect  by  a  fraction  (a)  the numerator of which is the total number of


                                      -7-
<PAGE>
     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 (b) 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  Conversion  Price shall be recomputed accordingly as of the
     close of business on such record date or date fixed therefor and thereafter
     the Conversion Price shall be adjusted pursuant to this Section VII.D(2) 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.

          (3)  Adjustments  for  Other Dividends and Distributions. In the event
              ----------------------------------------------------
     the  Company at any time or from time to time after the Pricing Date 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 each holder of Series 3-A Preferred
     Stock  shall receive the amount of securities of the Company which it would
     have  received had such shares of Series 3-A Preferred Stock been converted
     for 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
     hereunder  with  respect  to  the  rights  of  such  holder.

          (4) Adjustment for Recapitalization, Reclassification, or Exchange. If
              ---------------------------------------------------------------
     the  Common  Stock issuable upon the conversion of the Series 3-A Preferred
     Stock 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 VII.D), then and
     in  any  such  event  each  holder  of  Series 3-A Preferred Stock shall be
     entitled  to  receive  in  exchange  for its shares of Series 3-A Preferred
     Stock  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 into which the shares of
     Series  3-A  Preferred  Stock  then  held by such holder could be converted
     immediately  prior  to  such  recapitalization,  reclassification  or other
     exchange,  all  subject  to  further  adjustment  as  provided  herein.

          (5) 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


                                      -8-
<PAGE>
     shares,  provided  for  elsewhere  in  this  Section  VII.C) 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 each holder of Series 3-A Preferred
     Stock shall thereafter be entitled to receive upon conversion of the shares
     of Series 3-A Preferred Stock then held by such holder 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  exercise  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 VII.D with respect to the rights of each holder of Series
     3-A  Preferred  Stock,  after  the  capital  reorganization,  merger,
     consolidation  or sale to the end that the provisions of this Section VII.D
     (including  the  number of shares deliverable upon conversion of the Series
     3-A  Preferred  Stock) shall continue to be applicable after that event and
     shall  be  as  nearly  equivalent  to  the  provisions  hereof  as  may  be
     practicable.


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

               (a)  If  at any time or from time to time after the Pricing Date,
          the Company issues or sells, or is deemed by the express provisions of
          this  Section  VII.D(6)  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
          VII.D(2) and other than upon a subdivision or combination of shares of
          Common  Stock  as provided in Section VII.D(1), 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  an  amount  equal  to  such  Effective  Price;  and

               (b)  For the purpose of making any adjustment required under this
          Section  VII.D(6),  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.

               (c) For the purpose of the adjustment required under this Section
          VII.D(6), if the Company issues or sells any rights or options for the
          purchase of, or stock or other securities convertible into, Additional


                                      -9-
<PAGE>
          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 as 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 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.

               (d)  "Additional Shares of Common Stock" shall mean all shares of
                     ---------------------------------
          Common  Stock issued (or deemed issued hereunder) by the Company after
          the Pricing Date, 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 Pricing Date; (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


                                      -10-
<PAGE>
          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 notes issued by the Company
          prior  to July 15, 2001. 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
          VII.D(6), into the aggregate consideration received, or deemed to have
          been  received  by  the  Company  for  such  issue  under this Section
          VII.D(6),  for  such  Additional  Shares  of  Common  Stock.

          (7)  Upon  the  occurrence  of  each adjustment or readjustment of the
     Conversion  Price,  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  holders  of  Series  3-A  Preferred Stock a
     certificate  setting  forth  such adjustment or readjustment and showing in
     detail  the  facts  upon  which  such  adjustment or readjustment is based.


     E.     Reservation  of  Stock  Issuable  Upon  Conversion.  Subject  to
            --------------------------------------------------
satisfying the Conversion Conditions, the Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for  the  purpose  of  effecting  the conversion of the shares of the Series 3-A
Preferred Stock, such number of its shares of Common Stock as shall from time to
time  be  sufficient  to  effect the conversion of all outstanding shares of the
Series  3-A  Preferred  Stock  and  if  at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of  all  then  outstanding shares of the Series 3-A Preferred Stock, the Company
will  take  such  corporate  action  as  may,  in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number  of  shares  as  shall be sufficient for such purpose, including, without
limitation,  engaging  in  best  efforts  to  obtain  the  requisite stockholder
approval  of  any  necessary  amendment  to  the  Company's  Certificate  of
Incorporation.


     F.     Fractional  Shares.  No  fractional  share  shall be issued upon the
            ------------------
conversion  of  any share or shares of Series 3-A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one  share of Series 3-A Preferred Stock by a holder thereof shall be aggregated
for  purposes of determining whether the conversion would result in the issuance
of  any  fractional  share.  If,  after  the  aforementioned  aggregation,  the
conversion  would  result  in  the  issuance  of a fraction of a share of Common
Stock,  the  Company  shall,  in  lieu  of issuing any fractional share, pay the
holder  otherwise  entitled  to  such  fraction  a sum in cash equal to the fair
market  value of such fraction on the date of conversion (determined as provided
in  Section  IV.C).

     G.     Notices.  Any  notice required by the provisions of this Section VII
            -------
to  be  given  to  the  holders of shares of Series 3-A Preferred Stock shall be
deemed  given  if  deposited  in the United States mail, postage prepaid, return
receipt  requested,  and  addressed  to  each  holder  of  record at his address
appearing  on  the  books  of  the  Company.


                                      -11-
<PAGE>
     H.     Valid  Issue.  The  Company  will  ensure that all Conversion Shares
            ------------
issued  pursuant  to  this Section VII, if any, will be duly and validly issued,
full-paid  and  non-assessable,  and  free and clear of all encumbrances, liens,
mortgages  and  any  other  rights  of  third  parties  whatsoever.

     I.     Lost  or  Stolen  Certificates.  Upon  receipt by the Company of (i)
            ------------------------------
evidence  of  the  loss, theft, destruction or mutilation of any Preferred Stock
Certificate(s)  and  (ii)  (x)  in  the  case  of loss, theft or destruction, of
indemnity  reasonably  satisfactory  to  the  Company,  or  (y)  in  the case of
mutilation,  upon  surrender  and  cancellation  of  the  Preferred  Stock
Certificate(s),  the  Company  shall  execute  and  deliver  new Preferred Stock
Certificate(s)  of  like  tenor  and  date.  However,  the  Company shall not be
obligated  to  reissue  such  lost or stolen Preferred Stock Certificate(s) if a
holder  of  Series 3-A Preferred Stock contemporaneously requests the Company to
convert  such  Preferred  Stock.

                              VIII.     AMENDMENT.

     Any  term relating to the Series 3-A Preferred Stock may be amended and the
observance  of any term relating to the Series 3-A Preferred Stock may be waived
(either  generally  or  in  a particular instance) only with the vote or written
consent  of holders of 75% of the outstanding shares of the Series 3-A Preferred
Stock.  Any  amendment  so  effected  shall  be binding upon the Company and any
holder  of  the  Series  3-A  Preferred  Stock.

                         IX.     PROTECTIVE PROVISIONS.

     So long as any shares of Series 3-A Preferred Stock remain outstanding, the
Company  shall  not,  without  the  vote  or written consent by the holders of a
majority  of  the  outstanding  shares  of  Series  3-A  Preferred Stock, voting
together  as  a  single  class:

     A.     Increase  or decrease (other than by conversion) the total number of
authorized  shares  of  Series  3-A  Preferred  Stock;  or

     B.     Amend  the Certificate of Incorporation of the Company (including by
way  of  a  Certificate  of  Designations)  to  change  the rights, preferences,
privileges  or  limitations  of  the  Series  3-A Preferred Stock, or authorize,
create  or  issue  any  class  of  capital  stock  ranking  senior  (in terms of
dividends,  liquidation  preference  or  redemption)  to, or pari passu with the
Series  3-A  Preferred  Stock.


                                      -12-
<PAGE>
     IN WITNESS WHEREOF, the undersigned officers have executed this Certificate
of  Designations,  Preferences  and  Rights  of Series 3-A Convertible Preferred
Stock  of  Vsource,  Inc.  on  the  __  day  of  June,  2001.


                                    VSOURCE,  INC.


                                    /s/  Sandford  T.  Waddell
                                    --------------------------------------------
                                    Sandford T. Waddell, Chief Financial Officer


                                      -13-
<PAGE>
                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION


ATTN:     CHIEF  EXECUTIVE  OFFICER

          CHIEF  FINANCIAL  OFFICER

The undersigned hereby irrevocably elects to convert (the "Conversion") the Face
                                                           ----------
Amount  of the Series 3-A Convertible Preferred Stock (the "Series 3-A Preferred
                                                            --------------------
Stock")  set  forth  below,  plus all accrued and unpaid dividends thereof, into
-----
shares  of  common  stock  ("Common  Stock")  of  Vsource,  Inc. (the "Company")
---                          -------------                             -------
according  to  the  conditions of the Certificate of Designation, as of the date
written  below.

In  the event of partial exercise, please reissue an appropriate certificate for
the  principal  balance  which  shall  not  have  been  converted.


                                    Date of Conversion:_________________________
                                    Applicable Conversion Price:________________
                                    Face Amount of Preferred stock: ____________

                                    Number of Shares of Common Stock
                                    to be Issued upon conversion:_______________

                                    Signature:__________________________________

                                    Name:_______________________________________

                                    Address: ___________________________________

                                    Fax Number (for confirmation): _____________

cc:   ___________________ [Transfer Agent]

Acknowledged  And  Agreed:

VSOURCE,  INC.

By:___________________________________
Name:_________________________________
Title:________________________________   Date:__________________________________


                                      -14-
<PAGE>