FIRST AMENDMENT TO
                   AMENDED AND RESTATED BRIDGE LOAN AGREEMENT


     THIS  FIRST  AMENDMENT ("Amendment"), dated as of June 22, 2001, is entered
into by and among NetCel360.com Ltd., a Cayman Islands company (the "Borrower"),
NetCel360  Holdings  Limited, a Cayman Islands company (the "Parent"), NetCel360
Sdn  Bhd,  a Malaysian Company (together with Parent, the "Guarantors"), and the
Lenders  (as  defined  in  the  Bridge  Agreement).

                                    RECITALS.
                                    --------

     A.     The  Borrower,  Guarantors  and  Lenders,  are  parties to a certain
Amended  and  Restated  Bridge  Loan  Agreement,  dated  as of May 24, 2001 (the
"Bridge  Agreement"), pursuant to which the Lenders have agreed to extend credit
to  the  Borrower.

     B.     The  Parent  and  Vsource,  Inc.  (the  "Acquiror") are parties to a
certain  Acquisition  Agreement,  dated  as  of  May 24, 2001, as amended by the
Amendment  to  Acquisition  Agreement  dated  as  of  June  22, 2001 (as further
amended,  supplemented  or  otherwise  modified,  the  "Acquisition Agreement"),
pursuant  to  which  the  Acquiror will purchase certain of the Parent's assets,
including  all  of  the  outstanding  capital  stock  of  the  Borrower  (the
"Acquisition").

     C.     The  parties  desire  to amend the Bridge Agreement on the terms set
forth  herein.

     D.     The parties are willing to enter into this Amendment, subject to the
terms  and  conditions  hereof.

     NOW,  THEREFORE,  for  valuable  consideration, the receipt and adequacy of
which  are  hereby  acknowledged,  the  parties  hereto hereby agree as follows:

     1.     Defined  Terms.  Unless  otherwise defined herein, capitalized terms
            --------------
used  herein  shall  have  the  meanings, if any, assigned to them in the Bridge
Agreement.

     2.     Amendments  to  the  Bridge  Agreement.
            --------------------------------------

          (a)     Section 1.2(a).  Section 1.2(a) is hereby amended by replacing
                  --------------
the  proviso  at  the  end  of  the  second  sentence of Section 1.2(a) with the
following:

          "provided  that,  unless  (i) the Tranche A Majority Lenders have
          elected to extend the Tranche A Maturity Date pursuant to Section
          3.1  or  (ii)  any Tranche A Lender shall have elected to receive
          fifty  percent  (50%) of such Tranche A Lender's then outstanding
          Tranche  A  Principal  Amount  plus  accrued  and unpaid interest
          thereon  pursuant to Section 3.3(a) (and then solely with respect
          to any such Tranche A Lender), no amount shall be paid in respect


<PAGE>
          of  the  Tranche  B  Loans  unless  and until the Borrower or the
          Guarantors  shall  have paid in full all due and owing amounts in
          respect  of  the  Tranche  A  Loans."


          (b)     Section  1.3.  A  new Section 1.3 is hereby added by inserting
                  ------------
the  following  between  Sections  1.2  and  1.3:

                  "Section  1.3.  [Intentionally  Omitted]"
                  ------------

          (c)     Section 1.4(a).  Section 1.4(a) is hereby amended by inserting
                  --------------
the  following  provision  at  the  end  of  such  Section:

          "provided that, unless (i) the Tranche A Majority Lenders have elected
          to  extend the Tranche A Maturity Date pursuant to Section 3.1 or (ii)
          any Tranche A Lender shall have elected to receive fifty percent (50%)
          of such Tranche A Lender's then outstanding Tranche A Principal Amount
          plus  accrued  and  unpaid interest thereon pursuant to Section 3.3(a)
          (and then solely with respect to any such Tranche A Lender), no amount
          shall  be  paid in respect of the Tranche B Loans unless and until the
          Borrower  or  the Guarantors shall have paid in full all due and owing
          amounts  in  respect  of  the  Tranche  A  Loans."

          (d)     Section 3.3(g).  Section 3.3(g) is hereby amended and restated
                  --------------
in  its  entirety  as  follows:

               "(g) If the Borrower has not discharged the Tranche B Loans under
          this  Section  3.3  prior to the Tranche B Maturity Date, the Borrower
          shall,  subject  to  the  proviso  in  the  second sentence of Section
          1.2(a),  pay the Tranche B Lenders, in discharge of its obligations in
          respect  of  the  Tranche  B Loans, an aggregate amount (to be ratably
          distributed  to  the  Tranche B Lenders in accordance with the respect
          Tranche  B  Principal  Amounts  of  the  Loans)  equal  to  three  (3)
          multiplied  by  the Tranche B Principal Amount plus accrued and unpaid
          interest  thereon."

          (e)     Section  5.1(a).  Section 5.1(a) is hereby amended by deleting
                  ---------------
in its entirety the parenthetical set forth in clause (iv) of the third sentence
of  such  Section.

          (f)     Section 5.1(d).  Section 5.1(d) is hereby amended and restated
                  --------------
in  its  entirety  as  follows:

               "(d)  Perfection  of  Security.  All  such action as is necessary
                     -----------------------
          after the Initial Disbursement Date to maintain the perfected security
          interest  granted  with respect to the Collateral, including filing of
          the  Debenture,  Form  34,  Form  40B  and  any  other  documents  or
          instruments  that  are  required  with  the  Registrar of Companies in
          Malaysia,  shall  be taken promptly, but in no event later than thirty
          (30)  days  after the Initial Disbursement Date, by the Guarantors and
          the  Borrower."


                                      -2-
<PAGE>
          (g)     Schedule  IB.  Schedule  IB is hereby replaced in its entirety
                  ------------
by  Schedule  IB1  attached  hereto.

          (h)     Exhibit  A.  Exhibit  A  is hereby replaced in its entirety by
                  ----------
Exhibit  A1  attached  hereto.

          (i)     Exhibit  B.  Exhibit  B  is hereby replaced in its entirety by
                  ----------
Exhibit  B1  attached  hereto.

     3.     Consent.  The Lenders hereby acknowledge and consent to the exchange
            -------
by  any  Tranche B Lender of its Tranche B Note, for cancellation in full of the
obligations  owed  thereunder,  for  a  Series  A  Note, issued by Vsource, Inc.
pursuant  to  the  terms of a Series A Convertible Note Purchase Agreement to be
entered into by Vsource, Inc. and certain purchasers named therein, in principal
amount  equal  to  the  principal amount of such Tranche B Note plus all accrued
interest  thereon  through  the  date  of  the  exchange.

     4.     Miscellaneous.
            -------------

          (a)     Except  as herein expressly modified, all terms, covenants and
provisions of the Bridge Agreement are and shall remain in full force and effect
and  all  references  therein to such Bridge Agreement shall henceforth refer to
the  Bridge  Agreement  as  amended  by this Amendment.  This Amendment shall be
deemed  incorporated  into,  and  a  part  of,  the  Bridge  Agreement.

          (b)     This  Amendment shall be binding upon and inure to the benefit
of  the  parties hereto and thereto and their respective successors and assigns.
No  third  party  beneficiaries  are intended in connection with this Amendment.

          (c)     This  Amendment  shall  be governed by and construed under 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.

          (d)     This  Amendment may be executed in counterparts, each of which
shall  be enforceable against the party actually executing such counterpart, and
which  together  shall  constitute  one  instrument.

          (e)     This  Amendment,  together  with  the Bridge Agreement and the
other  documents delivered pursuant to the Bridge Agreement, constitute the full
and  entire  understanding  and agreement between the parties with regard to the
subjects  hereof and thereof and supercedes and replaces any prior understanding
or  agreement.  This  Amendment  supersedes  all prior drafts and communications
with  respect  thereto.  This  Amendment may not be amended except in accordance
with  the  provisions  of  Section  8.4  of  the  Bridge  Agreement.

          (f)     In  the  event that any provision of this Amendment becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void,  this  Amendment  shall  continue  in  full  force and effect without said
provision.


                                      -3-
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered
this  Amendment  as  of  the  date  first  above  written.


                         THE  BORROWER:

                         NETCEL360.COM  LTD



                         By:  /s/  Dennis  M.  Smith
                              ------------------------------
                              Name:  Dennis  M.  Smith
                              Title: Director


                         THE  GUARANTORS:

                         NETCEL360  HOLDINGS  LIMITED


                         By:  /s/  Dennis  M.  Smith
                              ------------------------------
                              Name:  Dennis  M.  Smith
                              Title: Director


                         NETCEL360  SDN  BHD


                         By:  /s/  Dennis  M.  Smith
                              ------------------------------
                              Name:  Dennis  M.  Smith
                              Title: Director


                                      -4-
<PAGE>
                         THE  LENDERS:


                         PHILLIP  E.  KELLY


                              /s/  Phillip  E.  Kelly
                              ------------------------------
                              Name:    Phillip  E.  Kelly
                              Address: c/o  NetCel360  Hong  Kong  Limited
                                       5th  Floor,  AXA  Centre
                                       151  Gloucester  Road
                                       Wanchai,  Hong  Kong


                         DENNIS  SMITH

                              /s/  Dennis  Smith
                              ------------------------------
                              Name:     Dennis  Smith
                              Address:     c/o  NetCel360  Hong  Kong  Limited
                                        5th  Floor,  AXA  Centre
                                        151  Gloucester  Road
                                        Wanchai,  Hong  Kong


                         BAPEF  INVESTMENTS  XII  LTD.


                         By:     _______________________________________
                                 Name:
                                 Title:


                         G5  PARTNERS,  LP

                         By:     MG5  LLC,  as  general  partner


                         By:     _______________________________________
                                 Name:
                                 Title:


                                      -5-
<PAGE>
                         BAINLAB,  INC.


                         By:     _______________________________________
                                 Name:
                                 Title:


                         CHARLES  LONGLEY


                              ______________________________________
                              Name:     Charles  Longley
                              Address:  c/o  DHL  Worldwide  Express
                                        23  Floor,  Shui  On  Centre
                                        6-8  Harbour  Road,  Wanchai
                                        Hong  Kong


                         STEPHEN  STONEFIELD


                              _______________________________________
                              Name:     Stephen  Stonefield
                              Address:  c/o  Credit  Suisse  First  Boston
                                        1  Raffles  Link
                                        #03-01,  #04-01
                                        Singapore  039393


                         CSFB  ASIANET  TECH  CO-INVESTORS,  LTD.


                         By:     _______________________________________
                                 Name:
                                 Title:


                                      -6-
<PAGE>
                         CSFB  ASIANET  IEP,  LTD.


                         By:     _______________________________________
                                 Name:
                                 Title:


                         CSFB  ASIANET  CO-INVESTORS,  LTD.


                         By:     _______________________________________
                                 Name:
                                 Title:


                         MORTON  TOPFER


                              _______________________________________
                              Name:
                              Address:


                         ASIA  INTERNET  INVESTMENT  GROUP  I,  LLC

                         By: Asia Investing Group, L.P, as Managing Member
                         By: Asia Investors Group, LLC, as General Partner
                         By: Mercantile Asia Investors, LP, as Managing Member
                         By: Mercantile Asia, LLC, its General Manager


                         By:     /s/  I.  Steven  Edelson
                              ------------------------------
                              Name:
                              Title:


                                      -7-
<PAGE>
                         NEW  MEDIA  INVESTORS  VI,  L.L.C.


                         By:     _______________________________________
                              Name:
                              Title:


                                      -8-
<PAGE>
<TABLE>
<CAPTION>
                                    SCHEDULE IB1

                               Tranche B Lenders List

                                                                 Contact
                                                              -------------
        Name of Lender                 Loan Amount             Information
        --------------                 ------------           -------------
<S>                                    <C>           <C>

Phillip Kelly                          $    962,500  c/o NetCel360 Hong Kong Limited
                                                     5th Floor, AXA Centre
                                                     151 Gloucester Road
                                                     Wanchai, Hong Kong
                                                     Tel: 852-2259-7878
                                                     Fax: 852-2523-1344

Dennis Smith                           $    237,500  c/o NetCel360 Hong Kong Limited
                                                     5th Floor, AXA Centre
                                                     151 Gloucester Road
                                                     Wanchai, Hong Kong
                                                     Tel: 852-2259-7878
                                                     Fax: 852-2523-1344

Asia Internet Investment Group I, LLC  $    250,000  c/o Mercantile Equity Partners
                                                     1372 Shermer Road
                                                     Northbrook, IL 60062
                                                     USA
                                                     Attn: Steven Edelson
                                                     Tel: 847-509-3711
                                                     Fax: 847-509-3715
</TABLE>


<PAGE>
                                   EXHIBIT A1

                             FORM OF TRANCHE A NOTE
                             ----------------------

     The  securities  represented hereby have not been registered under the
     U.S.  Securities Act of 1933, as amended, or under the securities laws
     of  any  state  of  the United States. These securities are subject to
     restrictions  on transferability and resale and may not be transferred
     or  resold  except  as permitted under the applicable securities laws.
     Investors  should  be  aware  that  they  may  be required to bear the
     financial  risks  of this investment for an indefinite period of time.

                           CONVERTIBLE PROMISSORY NOTE


US$[*]
Principal Amount                                            As of April 11, 2001


     NetCel360.com  Ltd,  a  Cayman  Islands  company (the "Obligor"), for value
received, hereby promises to pay to the order of the Tranche A Lenders set forth
in  Schedule  1A to the Amended and Restated Bridge Loan Agreement dated May 24,
2001,  as  amended  by  the  first Amendment to Amended and Restated Bridge Loan
dated  as  of June __, 2001 (the "Agreement") on the Tranche A Maturity Date the
principal  amount  set next to each Tranche A Lender's name in such Schedule 1A,
which  in  aggregate  is US$2,250,000 (the "Tranche A Principal Amount"), unless
this  Tranche  A  Note  is  repaid or converted before that date pursuant to the
terms  hereunder  or  under  the  Agreement.  Interest  shall  accrue  on  the
outstanding Tranche A Principal Amount at the rate of 5% per annum from the date
hereof and is due and payable on the Tranche A Maturity Date unless this Tranche
A  Note is repaid or converted before that date pursuant to the terms hereunder.
Any terms not defined in this Tranche A Note shall have the meaning set forth in
the  Agreement  unless  otherwise  indicated.

     In  consideration  of  the Tranche A Lenders agreeing to make the Tranche A
Principal Amount available to the Borrower 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
and  performance  of  the  Secured  Obligations  in  the currency and respective
currencies  in  which  the same is payable under the terms of this Agreement and
the  due  and  punctual  performance and observance by the Borrower of all other
obligations  of  the Borrower contained in this Tranche A Note, the Agreement or
the  Debenture  (as  defined  below),  notwithstanding  any  dispute between the
Tranche  A Lenders and the Borrower, and if the Borrower fails to pay any amount
of  the Secured Obligations when due the Guarantors shall pay such amount to the
Tranche  Lenders  in the required currency as aforesaid forthwith upon receiving
the  Tranche  A  Majority Lenders' first written demand.  The Guarantee shall be
secured  by  a  fixed  and  floating  charge over the Collateral in favor of the
Lenders  granted under a Debenture, as amended by a Supplemental Agreement dated
May  24,  2001,  entered  into  by  NetCel360  Sdn  Bhd  (the  "Debenture").

     The  Obligor 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  Tranche  A  Lenders  in exercising any right hereunder shall
operate  as waiver of such right under this Tranche A Note.  This Tranche A 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.


<PAGE>
                                    AS  OBLIGOR:
                                    NETCEL360.COM  LTD


                                    By:_____________________________________
                                    Name:
                                    Title:


                                    AS  GUARANTORS:
                                    NETCEL360  HOLDINGS  LIMITED


                                    By:_____________________________________
                                    Name:
                                    Title:


                                    NETCEL360  SDN  BHD


                                    By:_____________________________________
                                    Name:
                                    Title:


<PAGE>
                                   EXHIBIT B1

                             FORM OF TRANCHE B NOTE
                             ----------------------

     The  securities  represented hereby have not been registered under the
     U.S.  Securities Act of 1933, as amended, or under the securities laws
     of  any  state  of  the United States. These securities are subject to
     restrictions  on transferability and resale and may not be transferred
     or  resold  except  as permitted under the applicable securities laws.
     Investors  should  be  aware  that  they  may  be required to bear the
     financial  risks  of this investment for an indefinite period of time.


                           CONVERTIBLE PROMISSORY NOTE


US$[*]
Principal Amount                                             As of June __, 2001


     NetCel360.com  Ltd,  a  Cayman  Islands  company (the "Obligor"), for value
received, hereby promises to pay to the order of the Tranche B Lenders set forth
in Schedule 1B to the Amended and Restated Bridge Loan Agreement dated as of May
24,  2001, as amended by the First Amendment to Amended and Restated Bridge Loan
Agreement  dated as of June __, 2001 (the "Agreement") on the Tranche B Maturity
Date  the  principal  amount  set  next  to each Tranche B Lender's name in such
Schedule  IB1,  which  in  aggregate  is  US$________  (the "Tranche B Principal
Amount"),  unless  this  Tranche  B Note is repaid or converted before that date
pursuant  to  the terms hereunder or under the Agreement.  Interest shall accrue
on  the  outstanding Tranche B Principal Amount at the rate of 8% per annum from
the  date  hereof  and  is due and payable on the Tranche B Maturity Date unless
this  Tranche  B  Note  is  repaid or converted before that date pursuant to the
terms  hereunder.  Any  terms  not defined in this Tranche B Note shall have the
meaning  set  forth  in  the  Agreement  unless  otherwise  indicated.

     In  consideration  of  the Tranche B Lenders agreeing to make the Tranche B
Principal Amount available to the Borrower 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
and  performance  of  the  Secured  Obligations  in  the currency and respective
currencies  in  which  the same is payable under the terms of this Agreement and
the  due  and  punctual  performance and observance by the Borrower of all other
obligations  of  the Borrower contained in this Tranche B Note, the Agreement or
the  Debenture  (as  defined  below),  notwithstanding  any  dispute between the
Tranche  B Lenders and the Borrower, and if the Borrower fails to pay any amount
of  the Secured Obligations when due the Guarantors shall pay such amount to the
Tranche B Lenders in the required currency as aforesaid forthwith upon receiving
the  Tranche B Majority Lenders' first written demand; provided that, unless (i)
the  Tranche  A  Majority  Lenders have elected to extend the Tranche A Maturity
Date pursuant to Section 3.1 of the Agreement or (ii) any Tranche A Lender shall
have  elected  to  receive  fifty  percent (50%) of such Tranche A Lender's then
outstanding  Tranche A Principal Amount plus accrued and unpaid interest thereon
pursuant  to  Section 3.3(a) (and then solely with respect to any such Tranche A
Lender),  no  amount  shall be paid in respect of the Tranche B Loans unless and
until  the  Obligor  or the Guarantors shall have paid in full all due and owing
amounts  in respect of the Tranche A Loans.  The Guarantee shall be secured by a
fixed  and  floating  charge over the Collateral in favor of the Lenders granted
under  a  Debenture,  as amended by a Supplemental Agreement dated May 24, 2001,
entered  into  by  NetCel360  Sdn  Bhd  (the  "Debenture").

     The  Obligor 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  Tranche  B  Lenders  in exercising any right hereunder shall
operate  as waiver of such right under this Tranche B Note.  This Tranche B 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.


<PAGE>
                                    AS  OBLIGOR:
                                    NETCEL360.COM  LTD


                                    By:_____________________________________
                                    Name:
                                    Title:


                                    AS  GUARANTORS:
                                    NETCEL360  HOLDINGS  LIMITED


                                    By:_____________________________________
                                    Name:
                                    Title:


                                    NETCEL360  SDN  BHD


                                    By:_____________________________________
                                    Name:
                                    Title:


<PAGE>