AMENDED AND RESTATED BRIDGE LOAN AGREEMENT

     This  Amended and Restated Bridge Loan Agreement (this "Agreement") is made
as  of May 24, 2001, by and between 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 the Parent, the
"Guarantors"),  the  lenders set forth in Schedule 1A hereto (each, a "Tranche A
                                          -----------
Lender",  and  together,  the  "Tranche A Lenders") and the lenders set forth in
Schedule  1B  hereto  (each,  a "Tranche B Lender", and together, the "Tranche B
------------
Lenders").  The  Tranche  A  Lenders  and the Tranche B Lenders are collectively
referred  to  as  the  "Lenders"  and  individually  referred  to as a "Lender."

     WHEREAS,  pursuant to that certain Bridge Loan Agreement, dated as of April
6,  2001  (as  heretofore  amended,  modified  or  supplemented,  the  "Existing
Agreement"),  among  the Borrower, the Tranche A Lenders and the Guarantors, the
Borrower  has  heretofore  borrowed  from  the  Tranche  A  Lenders an aggregate
principal  amount of US$2,250,000 (the "Tranche A Loans") in accordance with and
subject  to  the  terms  and  conditions  of  the  Existing  Agreement;
     WHEREAS,  the  Borrower wishes to borrow, and the Tranche B Lenders wish to
lend  to  the  Borrower, up to US$3,000,000 (the "Tranche B Loans"; and together
with  the  Tranche  A  Loans, the "Loans") in accordance with and subject to the
terms  and  conditions  of  this  Agreement;  and

     WHEREAS,  the  Borrower  has  asked the Lenders and Guarantors to amend and
restate  the  Existing  Agreement  in  order,  among other things, to extend the
maturity  of the Tranche A Loans, to permit the Borrower to borrow the Tranche B
Loans  and  to permit the acquisition of certain Subsidiaries of the Parent (and
related  assets)  by  Vsource  Inc.,  a  Delaware  corporation ("Vsource"), or a
Subsidiary  thereof, pursuant to that certain Acquisition Agreement of even date
herewith  between  the  Parent  and  Vsource  (the  "Acquisition.")

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

                                    SECTION 1
                         AGREEMENT OF LOAN AND GUARANTEE
                         -------------------------------

     1.1     Tranche  A  Loan.
             ----------------

     (a)     Each Tranche A Lender  has  heretofore made a Tranche A Loan to the
Borrower  in the amount set forth next to such Lender's name in Schedule 1A (the
                                                                -----------
aggregate  of  all  such  amounts  being referred to as the "Tranche A Principal
Amount").  Subject  to  Section  3  of  this  Agreement, the Tranche A Principal
Amount shall be repaid in full on July 31, 2001, unless the Acquisition has been
completed  on  or  prior to July 31, 2001, in which case the Tranche A Principal
Amount  shall  be  repaid  in  full  on  December  31,  2001  (such due date, as
applicable,  being referred to as the "Tranche A Maturity Date"). Each Tranche A
Loan  shall be evidenced by a promissory note in the form set forth in Exhibit A
                                                                       ---------
hereto  (each  a  "Tranche  A  Note"  and  collectively  the "Tranche A Notes").

     (b)     Since  April  11,  2001,  interest  has  accrued on the outstanding
Tranche A Principal Amount at the rate of 5% per annum (the "Interest Rate") and
will  continue  to accrue at the Interest Rate from the date hereof.  Subject to
Section  3.3(a),  all  accrued  and  unpaid  interest  is due and payable on the
Tranche  A  Maturity  Date  unless the Loan is repaid or exchanged on an earlier
date.


<PAGE>
     1.2     Tranche  B  Loans.
             -----------------

     (a)     Each  Tranche  B  Lender agrees to lend to the Borrower that amount
set  forth  next to such Lender's name in Schedule 1B (the aggregate of all such
                                          -----------
amounts being referred to as the "Tranche B Principal Amount"; and together with
the  Tranche  A Principal Amount, the "Principal Amount").  Subject to Section 3
of  this  Agreement,  the  Tranche B Principal Amount shall be repaid in full on
July 31, 2001, unless the Acquisition has been completed on or prior to July 31,
2001,  in  which  case the Tranche B Principal Amount shall be repaid in full on
June  30,  2002  (such  date, as applicable, being referred to as the "Tranche B
Maturity  Date"  and  together with the Tranche A Maturity Date as the "Maturity
Dates");  provided  that,  unless the Tranche A Majority Lenders have elected to
extend  the  Tranche A Maturity Date pursuant to Section 3.1, no amount shall be
paid  in respect of the Tranche B Loans unless and until the Borrower shall have
paid  in full all due and owing amounts in respect of the Tranche A Loans.  Each
Tranche  B Loan shall be evidenced by a promissory note in the form set forth in
Exhibit  B  hereto  (each,  a  "Tranche B Note"; and together with the Tranche A
----------
Notes,  the  "Notes").

     (b)     The  Borrower may, from time to time after the Initial Disbursement
Date  (as  defined  below) but prior to the date the Acquisition is consummated,
request  the  Tranche  B  Lenders  to  make additional loans (each such loan, an
"Optional  Tranche  B Loan") in an aggregate principal amount for all such loans
not to exceed $1,800,000 to the Borrower.  Such request shall be made in writing
on  a business day which is at least 5 business days prior to the requested date
of  disbursement  and such request shall be in a notice sent by the Borrower via
facsimile (with telephonic confirmation) to each of the Tranche B Lenders.  Such
notice  will  state  the  following  information:  (i) the date of the requested
disbursement of the Optional Tranche B Loan and (ii) the aggregate amount of the
Optional Tranche B Loan being requested. Each Tranche B Lender shall indicate in
writing  (delivered via facsimile, with telephonic confirmation) to the Borrower
by  12:00  p.m.  of the business day immediately following the date on which the
Borrower makes its request, whether such Tranche B Lender is willing to lend any
portion  of the requested Optional Tranche B Loan and, if so, the amount of such
Optional  Tranche  B  Loan  it  is willing to lend (such amount being, solely in
respect  of  such  requested  Optional  Tranche  B Loan, such Tranche B Lender's
"Disbursement  Commitment.")  At  least 3 business days prior to the date of the
requested disbursement of the Optional Tranche B Loan, the Borrower shall notify
those Tranche B Lenders which have Disbursement Commitments greater than zero of
the  following:

          (i)  the  aggregate  amount  of  Disbursement  Commitments,

          (ii)  whether  the  Borrower  intends to borrow the requested Optional
     Tranche  B  Loan,  and

          (iii) the portion of the Optional Tranche B Loan such Tranche B Lender
     shall be required to lend (which shall equal (1) if the aggregate amount of
     Disbursement  Commitments  is  greater  than  the  amount  of the requested
     Optional  Tranche B Loan, the product of (A) the requested Optional Tranche
     B  Loan  amount  times  (B)  a quotient, (I) the numerator of which is such
     Tranche  B  Lender's  Disbursement  Commitment  and (II) the denominator of
     which  is  the aggregate of all Tranche B Lenders' Disbursement Commitments
     in  respect  of such requested Optional Tranche B Loan, (2) otherwise, such
     Tranche  B  Lender's  Disbursement  Commitment.)

Any  Optional  Tranche  B  Loans  made  by  any  of the Tranche B Lenders to the
Borrower  pursuant  to this clause (b) shall constitute "Tranche B Loans" (other
than  for Section 1.3(d) below), the principal amounts thereof shall be added to
the  "Tranche B Principal Amount" and each such Optional Tranche B Loan shall be
evidenced  by  a  Tranche  B  Note.


                                      -2-
<PAGE>
     (c)     Interest shall accrue on the outstanding Tranche B Principal Amount
at  the rate of 8% per annum from the Disbursement Date (as defined below), and,
subject  to  Section  3.3(b),  is due and payable on the Tranche B Maturity Date
unless  the  Tranche  B  Loan  is  repaid  or  exchanged  on  an  earlier  date.

     (d)     Unless  the Borrower otherwise directs, each Tranche B Lender shall
disburse  its  Tranche B Loan under clause (a) above to the Borrower on or prior
to  May  29,  2001  (date of such disbursement being referred to as the "Initial
Disbursement  Date";  and  with  each  other  date of disbursement under Section
1.3(b) above, a "Disbursement Date"), by wire transfer to the following account:

          Beneficiary's  Name:        NetCel360.com  Ltd
          Beneficiary's  Bank  :      Citibank  NA,  Singapore
          Beneficiary's  Account:     815381017
          Swift  Code:                CITISGSG

     1.4     Guarantee  and  Indemnity.
             -------------------------

     (a)     Guarantee.  The Guarantors have, as part of the Existing Agreement,
             ---------
guaranteed  the  due  and  punctual  payment  and  performance  of  all  of  the
obligations  of  the  Borrower  (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 Tranche A Lenders or any of them pursuant to the Existing
Agreement  and/or  all  other  obligations thereby secured (the "Initial Secured
Obligations").  In  consideration  of the Lenders agreeing to make the Principal
Amount available to the Borrower upon the terms and conditions of this Agreement
and subject to Section 1.4(o) below, the Guarantors hereby jointly and severally
and  unconditionally  and  irrevocably (i) affirm their guarantee of the Initial
Secured  Obligations, and (ii) guarantee as a continuing obligation, the due and
punctual  payment  and  performance  of  the  Secured Obligations (as defined in
Section  1.4(d)  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  Borrower  of  all  other  obligations  of  the  Borrower  contained in this
Agreement,  the  Notes  or  the  Debenture  (collectively,  the  "Guarantee"),
notwithstanding  any  dispute  between  the 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 Lenders in the required currency as
aforesaid  forthwith upon receiving the written demand of the Tranche A Majority
Lenders  (as  defined  below)  or  of the Tranche B Majority Lenders (as defined
below).

     (b)     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  Borrower  or  any other person to recover the Principal
Amount  or  interest  accrued  thereon.

     (c)     Indemnity.  Without prejudice to the guarantee contained in Section
             ---------
1.4(a),  the  Guarantors  hereby  jointly  and severally and unconditionally and
irrevocably  undertake,  as  a  separate,  primary,  additional  and  continuing
obligation,  to  indemnify each Lender against all losses, liabilities, damages,
costs and expenses whatsoever arising out of any failure by the Borrower to make
due  and  punctual payment of the Secured Obligations or in the due and punctual
performance  and  observance  of all other obligations under this Agreement, the
Notes  or  the Debenture.  This indemnity shall remain in effect notwithstanding
that  the  guarantee  under Section 1.4(a) may cease to be valid and enforceable
against  the  Guarantors  for  any  reason  whatsoever.

     (d)     Secured  Obligations.  For  the purpose of this Agreement, "Secured
             --------------------
Obligations"  means  any  and all of the obligations of the Borrower (whether or
not  for  the  payment of money, and including any obligation to pay damages for


                                      -3-
<PAGE>
breach  of  contract)  which  are or may become payable to the Lenders or any of
them  pursuant  to  this  Agreement, the Notes or the Debenture and/or all other
obligations  hereby  secured.

     (e)     Continuing  Guarantee.  This  Guarantee  shall  be  a  continuing
             ---------------------
guarantee  and  shall  remain  in  full  force  and  effect  until  the  Secured
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
Borrower  or  either  or  both  of  the  Guarantors  or  any other person or any
intermediate  settlement  of account or other matter whatsoever.  This Guarantee
is  in  addition  to,  and  independent  of, any security interest granted under
Section 1.4, or any guarantee or other security or right or remedy now or at any
time  hereafter  held  by  or  available  to  the  Lenders.

     (f)     Protective  Clauses.  Without  limiting Section 1.4(e), neither the
             -------------------
liability of either of the Guarantors nor the validity or enforceability of this
Guarantee  shall  be  prejudiced,  affected  or  discharged  by:

          (i)     the  granting of any time or indulgence to the Borrower or any
other  person;

          (ii)     any variation or modification of this Agreement, the Notes or
the  Debenture  or  any  other document referred to herein or therein or related
thereto;

          (iii)     the  invalidity  or  unenforceability  of  any obligation or
liability  of  any party under this Agreement, the Notes or the Debenture or any
other  documents  referred  to  herein  or  therein  or  related  thereto;

          (iv)     any  invalidity  or  irregularity  in  the  execution of this
Agreement,  the Notes or the Debenture or any other documents referred to herein
or  therein  or  related  thereto;

          (v)     any  lack  of  capacity  or  deficiency  in  the powers of the
Borrower,  any Guarantor or any other person to enter into or perform any of its
obligations  under  this  Agreement,  the  Notes  or  the Debenture 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  Borrower,  the  Guarantors  or  such  other  person;

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

          (vii)     any other security document, security interest, guarantee or
other  security or right or remedy being or becoming held by or available to any
Lender  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 Lender 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 Lender may now or hereafter
have  from  or  against  the  Borrower  or  any  other  person;

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

          (ix)     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.

          (g)     Taxes  and  Other  Deductions.
                  -----------------------------


                                      -4-
<PAGE>
          (i)     Funds.  All payments to be made by the Guarantors or any other
                  -----
person  under this Guarantee 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.

          (ii)     Taxes.  If  at  any time either Guarantor or any other person
                   -----
is required to make any deduction or withholding in respect of Taxes (as defined
below) or otherwise from any payment due under this Guarantee for the account of
any  Lender, 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 Lender 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 Lender 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 Lenders 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.

     (h)     Costs,  Charges  and  Expenses.  Each  of the Guarantors shall from
             ------------------------------
time  to time forthwith on demand of the Tranche A Majority Lenders or Tranche B
Majority  Lenders  pay  to  or  reimburse the Lenders for all costs, charges and
expenses  (including legal and other fees on a full indemnity basis) incurred by
any Tranche A Lenders (in the case of demands by the Tranche A Majority Lenders)
or  any  Tranche  B  Lenders  (in  the case of demands by the Tranche B Majority
Lenders)  in  connection with exercising any of their rights or powers hereunder
or  in  suing  for  or  seeking  to  recover any sums due hereunder or otherwise
preserving  or  enforcing  their  rights  hereunder  or  in defending any claims
brought  against  them  in  respect  of  this  Guarantee  or  in  releasing  or
re-assigning  this Guarantee upon payment of all moneys hereby secured and until
payment  of  the  same  in  full,  all such costs, charges and expenses shall be
secured  by  this  Guarantee.

     (i)     Undertakings.  Each  Guarantor  hereby  undertakes  and  agrees
             ------------
jointly and severally with the Lenders that the undertakings in this Section 1.4
shall  remain  in force throughout the continuance of this Guarantee and so long
as  the  Secured  Obligations  or  any  part  thereof  remains  owing.

     (j)     Further  Indemnities.
              --------------------

          (i)     General  Indemnity.  The  Guarantors  hereby  jointly  and
                  ------------------
severally  undertakes  with  the  Lenders  to indemnify and keep indemnified the
Lenders  and each of them from and against all costs, charges and expenses which
the  Lenders shall incur in connection with the exercise of any powers conferred
by this Guarantee or the perfection, preservation or enforcement of the security
created  by  this  Guarantee.

          (ii)     Currency  Indemnity.  If  an  amount  due  to any Lender from
                   -------------------
either  Guarantor  in  one  currency  (the "first currency") is received by such
Lender in another currency (the "second currency"), such Guarantor's obligations
to  such Lender in respect of such amount shall only be discharged to the extent
that  such  Lender  may  purchase the first currency with the second currency in
accordance  with  its  normal  banking  practice.  If  the  amount  of the first
currency  which  may  be so purchased (after deducting any costs of exchange and
any  other  related  costs) is less than the amount so due, such Guarantor shall
indemnify  such  Lender  against  the  shortfall.

     (k)     Unrestricted  Right  of  Enforcement
             ------------------------------------


                                      -5-
<PAGE>
          The Guarantee may be enforced without any Lender first having made any
demand or had recourse to any other security or rights or taking any other steps
or  proceedings  against  the  Borrower, 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.

     (l)     Discharge  and  Release
             -----------------------

          Notwithstanding any discharge, release or settlement from time to time
between  any  Lender and the Guarantors, if any security, disposition or payment
granted  or  made  to  the  Tranche  A  Majority Lenders, the Tranche B Majority
Lenders or any Lender in respect of the Secured 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 Tranche A Majority
Lenders  and  the  Tranche  B  Majority  Lenders  shall be entitled hereafter to
enforce  this  Agreement  as  if  no  such  discharge, release or settlement had
occurred.

     (m)     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 Tranche A Majority Lenders and the Tranche B Majority
Lenders.

     (n)     Evidence  of  Debt
             ------------------

          Any  statement  of account signed as correct by the Tranche A Majority
Lenders  (in  respect  of the Tranche A Loans) or the Tranche B Majority Lenders
(in respect of the Tranche B Loans) showing any amount due under this Agreement,
the  Notes  or  the  Debenture  or  under the Guarantee shall, in the absence of
manifest  error,  be  conclusive  evidence  of  the  amount  so  due.

     (o)     Release  of  Parent
             -------------------

               Upon  the  consummation of the Acquisition in accordance with its
terms,  including  the  full  assumption  by  Vsource  of  Parent's  obligations
hereunder  (including  under this Section 1.4), (i) the Parent shall be released
from  its obligations under this Section 1.4 and the Borrower shall execute such
releases as shall be reasonably requested by the Parent to evidence the same and
(ii)  the  term  "Guarantors" shall thereafter no longer include the Parent, but
shall  include  Vsource.

     1.5     Security Interest. The Guarantee is secured by a fixed and floating
             ------------------
charge  over the Collateral in favor of the Lenders under that certain Debenture
dated  April  6,  2001  in  the  form  attached as Exhibit C hereto (as amended,
                                                   ---------
supplemented or modified from time to time, including the amendment described in
Section  8.11, the "Debenture") executed by NetCel360 Sdn Bhd.  By its execution
hereof,  NetCel360  Sdn  Bhd affirms that such fixed and floating charge is, and
shall  remain,  in  full  force  and  effect.


                                    SECTION 2
                              CONDITIONS PRECEDENT
                              --------------------

     2.1     Conditions  Precedent  to Tranche B Loans.  The obligations of each
             -----------------------------------------
Tranche  B  Lender  to  make  a  Tranche  B Loan hereunder (including, if it has
elected  in its sole discretion, to make any Optional Tranche B Loans hereunder)


                                      -6-
<PAGE>
on  a Disbursement Date (including the Initial Disbursement Date) are subject to
the  fulfillment,  on or before such Disbursement Date, of each of the following
conditions:

     (a)     Representations  and  Warranties.  Each  of the representations and
             --------------------------------
warranties  made  by  the Borrower and the Guarantors in this Agreement shall be
true and correct in all material respects on and as of such Disbursement Date as
though  such  representation or warranty was made on and as of such Disbursement
Date,  and  any  representation  or warranty made as of a specified date earlier
than  such  Disbursement  Date  shall have been true and correct in all material
respects  on  and  as  of  such  earlier  date.

     (b)     Performance.  The  Borrower  and  the  Guarantors  shall  each have
             -----------
performed  and complied with, in all material respects, each agreement, covenant
and  obligation  required by this Agreement and the Debenture to be so performed
or  complied  with  by  it  at  or  before  such  Disbursement  Date.

     (c)     Consents,  Waivers  and  Approvals.
             ----------------------------------

          (i)     All  consents,  approvals  and  actions  of,  filings with and
notices  to  any  third party, governmental or regulatory authority necessary to
permit  the  Borrower and the Guarantors to perform their obligations under this
Agreement  and  the  Debenture  and  to consummate the transactions contemplated
hereby  shall have been duly obtained, made or given, and shall be in full force
and  effect.

          (ii)     The  Borrower  and the Guarantors shall have obtained any and
all consents, permits and waivers, if any, necessary or appropriate for entering
into  and  consummation  of the transactions contemplated by this Agreement that
are  required  under  the  Second  Amended  and  Restated Shareholders Agreement
between  the  Parent  and  the Investors specified therein, dated April 11, 2001
(the  "Existing Shareholder Agreement"), the Parent's Third Amended and Restated
Memorandum  and  Articles  of  Association,  as  amended  on April 11, 2001 (the
"Existing  Articles")  and the respective memorandum and articles of association
or  similar  charter  documents  of  the  Borrower  and  NetCel360  Sdn  Bhd.

     (d)     Proceedings  and Documents.  All corporate and other proceedings in
             --------------------------
connection  with  the  transactions  contemplated  under  this Agreement and the
Debenture and all documents incident thereto shall be reasonably satisfactory in
form  and  substance  to  the  Lenders,  and  they  shall have received all such
counterpart  originals  and  certified or other copies of such documents as they
may  reasonably  request.

     (e)     Note.  Each  Lender  shall  have  received a copy of its Note  duly
             ----
executed  and  delivered by the Borrower and the Guarantors, and the note issued
in  respect  of the Tranche A Loans under the Existing Agreement shall have been
delivered  to  the  Borrower  for  cancellation.

     (f)     Events  of  Default.  As  of  such  Disbursement  Date, each of the
             -------------------
Borrower  and  the  Guarantors  shall  be  in  compliance with all the terms and
provisions set forth herein on its part to be observed or performed, and neither
any  Event of Default (as defined in Section 7 of this Agreement), nor any event
which  upon  notice  or  lapse of time or both would constitute such an Event of
Default,  shall  have  occurred  and  be  continuing.

     (g)     Affirmation  of  Security.  NetCel360  Sdn Bhd shall have taken all
             -------------------------
steps  necessary  to  perfect  the Lenders' security interest in the Collateral.

     (h)     No  Material  Adverse  Change.  As of such Disbursement Date, there
             -----------------------------
shall  not  have been, since the date hereof, any material adverse change in the
condition,  financial, legal and regulatory environment over the business of the
Borrower or the Guarantors or otherwise, or in the earnings, business affairs or


                                      -7-
<PAGE>
business  prospects  of  the  Borrower  or  the  Guarantors  or  any  of  their
Subsidiaries (as defined below) whether or not arising in the ordinary course of
business.

     (i)     Opinion  of Counsel.  The Lenders shall have received an opinion of
             -------------------
Maples  and  Calder Asia, Cayman Islands counsel to the Borrower and the Parent,
substantially in the form of Exhibit E-1 hereto, and Wong and Partners, Malaysia
                             -----------
counsel  to  NetCel360 Sdn Bhd, substantially in the form of Exhibit E-2 hereto.
                                                             -----------

     (j)     Corporate  Documents.  The  Borrower  and the Guarantors shall have
             --------------------
delivered or made available to the Lenders or their counsel, certified copies of
all  corporate documents of the Borrower, the Guarantors and the Subsidiaries as
the  Lenders  shall  reasonably  request.

     (k)     Legal  Investment.  On  the  date  of  such  Disbursement Date, the
             -----------------
making  of  the  Loans  and  the  provision  of  the  Guarantee shall be legally
permitted  by  all laws and regulations to which the Borrower and the Guarantors
are  subject,  and  there  shall  be  no  action,  suit,  proceeding, inquiry or
investigation brought by any governmental or regulatory agency or body, domestic
or  foreign,  pending,  or,  to the knowledge of the Borrower or the Guarantors,
threatened,  against  the  Borrower  or  the  Guarantors which would prevent the
Borrower  or  the Guarantors from entering into or consummating the transactions
contemplated  by  this  Agreement  or  the  Debenture.

     (l)     Parent  Shareholders  Approval.  With  respect  to  Asia  Internet
             ------------------------------
Investment  Group  I,  LLC only, the Acquisition shall have been approved by the
appropriate  resolutions  of  the  shareholders of the Parent in accordance with
applicable  law.

     2.2     Conditions Precedent to Effectiveness of Amendment and Restatement.
             ------------------------------------------------------------------
This  Agreement,  and  the  amendment  and restatement of the Existing Agreement
effected  hereby,  shall  be  effective  upon  the  receipt  by  the Borrower of
counterparts  (either  facsimile or original) hereof executed by the Lenders and
the  Guarantors.


                                    SECTION 3
                   TERMS OF CONVERSION, EXCHANGE OR REPAYMENT
                   ------------------------------------------

     3.1     Series  D  Conversion.
             ---------------------

     (a)     If  a  Transfer  does  not  occur on or prior to July 31, 2001, the
Tranche  A  Majority  Lenders,  may  elect to, on behalf of all of the Tranche A
Lenders,  upon provision of written notice to the Borrower: (i) demand immediate
repayment in full of the outstanding Tranche A Principal Amount and all interest
accrued  thereon,  to  the  accounts  identified  by each Tranche A Lender; (ii)
extend  the  Tranche A Maturity Date (with respect to Tranche A Loans); or (iii)
convert  any  or  all  of  the  outstanding  Tranche  A Principal Amount and all
interest  accrued  thereon  into  shares  of  the  Parent's next round of equity
financing  (the  "Series  D Shares").  "Transfer" shall mean (w) the Acquisition
being  consummated in accordance with its terms, (x) a merger of the Parent with
a third party (an "Acquiror"), (y) a sale of shares of the Parent to an Acquiror
resulting  in  a  Change  of  Control  (as  defined in the Existing Shareholders
Agreement),  or  (z)  any  transaction  in which all or substantially all of the
assets  of  the  Parent,  including  shares  of the Subsidiaries, are sold to an
Acquiror.  "Tranche  A Majority Lenders" shall mean those Lenders to whom 66% or
more  of  the  outstanding Tranche A Principal Amount is owed; provided, that if
any  single  Tranche A Lender would constitute a Tranche A Majority Lender, then
Tranche  A  Majority  Lender  shall  mean such Tranche A Lender and at least one
other Tranche A Lender. "Tranche B Majority Lenders" shall mean those Lenders to
whom  66%  or  more  of  the  outstanding  Tranche  B  Principal Amount is owed;
provided,  that  if  any  single  Tranche  B Lender would constitute a Tranche B
Majority Lender, then Tranche B Majority Lender shall mean such Tranche B Lender


                                      -8-
<PAGE>
and  at  least  one  other Tranche B Lender.  For purposes of the definitions of
"Tranche  A Majority Lenders" and "Tranche B Majority Lenders", Philip Kelly and
Dennis  Smith,  and  their respective successors and assigns, shall constitute a
single  Lender.

     (b)     If  a  Transfer does not occur on or prior to July 31, 2001 and the
Tranche  A  Majority Lenders elect to convert all, but not less than all, of the
outstanding  Tranche A Principal Amount and interest accrued thereon into Series
D  Shares  in accordance with Section 3.1(a)(iii), then on the agreed conversion
date  the  Parent shall issue and deliver to the Tranche A Lenders a certificate
or  certificates for the number of Series D Shares issuable upon the conversion.
Upon the issuance of certificates in accordance with either clause (i) or clause
(ii)  of  this  sub-paragraph  (b),  the conversion shall be deemed to have been
effected,  the  related  reduction  in the respective Tranche A Principal Amount
shall  be  deemed  to  have  been  made,  and the person(s) in whose name(s) any
certificate(s)  for  Series D Shares, as the case may be, shall be issuable upon
such  conversion  shall be deemed to have become the holder(s) of record of such
shares.  After  receiving  delivery  of  the  certificate  or  certificates
representing  the  Series  D shares, the Tranche A Majority Lenders on behalf of
the  Tranche  A  Lenders shall surrender the Tranche A Notes to the Borrower and
the  Guarantors  for  cancellation.

          3.2  No  Fractional  Shares.  No  fractional shares shall be issued on
               ----------------------
conversion  of  the Tranche A Notes.  If any fractional shares would result from
conversion of the Tranche A Principal Amount attributable to a Tranche A Lender,
the  Borrower shall pay the cash value thereof to such Tranche A Lender based on
the  respective  conversion  price.

          3.3  Discharge of Notes.  (a)  If the Acquisition is consummated prior
               ------------------
to  July  31,  2001  in accordance with its terms, then the Borrower may, at its
sole  discretion,  elect  to discharge all of its obligations (including without
limitation in respect of principal, interest and fees) in respect of the Tranche
A  Loans  by

          (i)  delivery  of  a  notice  by  no  later  than December 15, 2001 (a
     "Tranche  A  Tender  Notice")  to  the  Tranche A Lenders setting forth the
     aggregate  amount  of  Vsource's cash and cash equivalents (determined on a
     consolidated  basis)  (the  "Available Cash") and electing to discharge its
     obligations  by  delivery of shares of Vsource common stock as described in
     paragraph  (ii);  and:

          (ii) tendering to each Tranche A Lender within fifteen (15) days after
     the date of the Tranche A Tender Notice such number of shares of the common
     stock of Vsource, equal to such Tranche A Lender's then outstanding Tranche
     A  Principal  Amount  and  accrued and unpaid interest divided by 0.20 (the
     "Tranche  A  Exchange  Factor");

provided,  that, if on the date of such Tranche A Tender Notice by the Borrower,
the  aggregate  amount  of  Vsource's Available Cash is greater than $7,000,000,
then by written notice to the Borrower within twelve (12) days after delivery of
the  Tranche A Tender Notice by the Borrower, each Tranche A Lender, may, at its
sole  discretion,  elect  to  receive  in lieu of such shares of common stock of
Vsource  a  cash  payment  from the Borrower in an aggregate amount equal to the
product  of  (x)  such  Tranche  A Lender's then outstanding Tranche A Principal
Amount plus accrued and unpaid interest thereon multiplied by (y) 0.5; provided,
however,  that Phillip Kelly, Dennis Smith and Asia Internet Investment Group I,
LLC  (and  their  respective  successors  and  assigns) shall not be entitled to
exercise  the  right  to  receive a cash payment set forth in this proviso.  Any
payment  due  to  a  Tranche A Lender pursuant to the foregoing proviso shall be
payable  on  the  date which is six (6) months following such Tranche A Lender's
election.

     (b)  If the Acquisition is consummated prior to July 31, 2001 in accordance
with  its  terms,  then  on  or  before  the  earlier  of:


                                      -9-
<PAGE>
          (i)  thirty (30) days after the completion of a rights offering to the
     shareholders  of  Vsource  (the  "Rights  Offering"),  or

          (ii)  the  date  which  is (30) days after the stockholders meeting at
     which the shareholders of Vsource approve the issuance of shares of Vsource
     common stock to the Lenders in connection with this Section 3.3, if Vsource
     has  not  announced  or  commenced  a  Rights  Offering  by  such  date,

the  Borrower may, at its sole discretion and without the need of any consent of
the  Tranche  B  Lenders,  elect  to discharge all of its obligations (including
without limitation in respect of principal, interest and fees) in respect of the
Tranche  B  Loans by tendering to each Tranche B Lender such number of shares of
the  common  stock of Vsource, equal to such Tranche B Lender's then outstanding
Tranche  B Principal Amount and accrued and unpaid interest divided by 0.10 (the
"Tranche  B  Exchange  Factor"; and together with the Tranche A Exchange Factor,
the  "Exchange  Factors").

     (c)  The  Borrower  will  ensure that all shares of common stock of Vsource
issued  pursuant to Sections 3.3(a) and 3.3(b), if any, will be duly and validly
issued,  fully-paid  and non-assessable, and free and clear of all encumbrances,
liens,  mortgages  and  any  other  rights  of  third  parties  whatsoever.

     (d)     No  fractional  shares  shall be issued on exchange of the Loans as
provided  in  this  Section  3.3.  If  any  fractional  shares would result from
exchange of the Principal Amount and accrued and unpaid interest attributable to
a  Lender, the Borrower shall pay the cash value thereof to such Lender based on
the  respective  Exchange  Factor.

     (e)     In  order  for  the  Borrower to exercise its exchange rights under
this  Section  3.3, the Borrower shall contemporaneously agree with Vsource, for
the  benefit  of  the  Lenders,  that  the  Lenders  shall  be  entitled  to the
registration  rights with respect to the common stock of Vsource received by the
Lenders  which  are  set  forth  on  Exhibit  F  hereto.
                                     ----------

     (f)     The exchange rights of the Borrower under this Section 3.3, and the
Exchange Factors, shall be subject to the anti-dilution protections set forth on
Exhibit  G  hereto.
----------

     (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 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.



                                    SECTION 4
        REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTORS
        -----------------------------------------------------------------

     4.1     Representations and Warranties by the Borrower and Guarantors.  The
             -------------------------------------------------------------
Borrower  and the Guarantors jointly and severally represent and warrant to each
of  the  Lenders  as  of  the  date  hereof  and as of each Disbursement Date as
follows:
     (a)     Good  Standing  of  the  Borrower  and the Guarantors.  Each of the
             -----------------------------------------------------
Borrower  and  the Guarantors has been duly incorporated as a company limited by
shares  under  the  laws  of  its  jurisdiction  of incorporation and is validly
existing  and in good standing under the laws of such jurisdiction (meaning that
it  has  not  failed  to  make  any filing with any government authority of such
jurisdiction  or  to  pay  any  government fee or tax of such jurisdiction which
might make it liable to be struck off the relevant registry of companies of such


                                      -10-
<PAGE>
jurisdiction and thereby cease to exist under the laws of such jurisdiction) 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 and the Debenture; and each of the
Borrower  and  the  Guarantors  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 individually or in the aggregate in a
material  adverse  effect  on  its  business,  property,  results  of operation,
financial condition or business prospects, or ability to perform its obligations
under  this  Agreement  or  the  Debenture  ("Material  Adverse  Effect").

     (b)     Capitalization.  The  authorized,  issued  and  outstanding  share
             --------------
capital  of  the Borrower and each of the Guarantors as of the date hereof is as
set forth in Schedule 4.1(b) hereto.  The shares of issued and outstanding share
             ---------------
capital of each of the Borrower and the Guarantors have been duly authorized and
validly  issued  and  are fully paid and non-assessable; none of the outstanding
shares  of  share  capital of the Borrower or the Guarantors 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.  Save as otherwise
specified  in  Schedule  4.1(b)  hereto  and  prior to the issuance of shares as
               ----------------
contemplated  under  Section  3  hereof,  there are no outstanding (i) shares or
other  voting  securities  of  the  Borrower  or the Guarantors, (ii) securities
convertible into or exchangeable for shares or voting securities of the Borrower
or  the  Guarantors,  or  (iii)  options  (other  than those issued to employees
pursuant to the Parent's Amended and Restated 2001 Stock Option Plan), warrants,
conversion  or  pre-emption rights (other than those provided under the Existing
Shareholders  Agreement  or  the  Existing  Articles) or other rights to acquire
shares  from  the Borrower or either Guarantor, and no shares of the Borrower or
either  Guarantor,  or shares issuable upon exercise of any outstanding options,
warrants  or  other  rights,  or other shares issuable by the Borrower or either
Guarantor,  are  subject  to  any pre-emptive rights, rights of first refusal or
other  rights  to  subscribe  or  purchase  such shares (whether in favor of the
Borrower,  the Guarantors or any other persons) (other than those provided under
the  Existing  Shareholders Agreement and the Existing Articles).  Except as set
out  in Schedule 4.1(b), there are no outstanding obligations of the Borrower or
        ---------------
either  Guarantor  to  issue  or  deliver  or to repurchase, redeem or otherwise
acquire  any  securities.

     (c)     Authorization of Agreements.  This Agreement, the Debenture and the
             ---------------------------
Notes have been duly authorized, this Agreement and the Debenture have been, and
the Notes will be, executed and delivered by the Borrower and the Guarantors, as
applicable,  and this Agreement and the Debenture constitute, and the Notes when
executed and delivered will constitute, valid and legally binding obligations of
each  such  party,  enforceable  in  accordance  with  their  terms.

     (d)     Security  Interest.  Pursuant to the Debenture, the Lenders have an
             ------------------
effective,  valid,  legally binding and enforceable fixed and floating charge in
the  Collateral.  Such  fixed  and floating charge will, as of such Disbursement
Date,  be  superior and prior to the rights of all third persons now existing or
hereafter  arising  whether  by  way  of  mortgage,  lien,  security  interests,
encumbrance,  assignment  or  otherwise.

     (e)     Absence  of  Defaults  and  Conflicts.  None  of  the Borrower, the
             -------------------------------------
Guarantors  nor  any  of  their respective Subsidiaries (as defined below) is in
violation  of  its  constitutional documents or in default in the performance or
observance  of any obligation, agreement, covenant or condition contained in 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, except for such
violations or defaults that would not individually or in the aggregate result in
a  Material  Adverse Effect; and the execution, delivery and performance of this
Agreement,  the Notes and the Debenture and the consummation of the transactions
contemplated  herein  and  in the Notes and the Debenture, and compliance by the
Borrower  and  the  Guarantors  with  their respective obligations hereunder and
under  the  Notes  and  the Debenture have been duly authorized by all necessary
corporate action, do not require the consent of any person (except such consents


                                      -11-
<PAGE>
as  have  been  obtained)  and  do not and will not, whether with or without the
giving  of  notice  or  passage  of  time or both, conflict with or constitute a
breach  of, or default under any such contract, mortgage, deed of trust, loan or
credit  agreement,  note,  lease  or  other  agreement or instrument referred to
above,  or, other than under the Debenture, result in the creation or imposition
of  any  lien, charge or encumbrance upon any property or assets of the Borrower
or  the  Guarantors  (except  for such conflicts, breaches or defaults or liens,
charges  or  encumbrances that would not individually or in the aggregate result
in  a  Material  Adverse  Effect) or permit any person to exercise any rights of
pre-emption  (except  such  as  has  been exercised or waived under the Existing
Shareholders  Agreement  and  the Existing Articles) or to terminate, accelerate
the  performance  required by, or accelerate the maturity of any indebtedness or
obligation  of  the Borrower or either Guarantor, nor will such action result in
any  violation of the provisions of the Existing Articles or any applicable law,
statute,  rule,  regulation,  judgment, order, writ or decree of any government,
government  instrumentality  or  court, domestic or foreign, having jurisdiction
over  the  Borrower  or  the  Guarantors  or  any  of  their  respective assets,
properties  or  operations.

     (f)     Absence  of  Labor Dispute.  None of the Borrower or the Guarantors
             --------------------------
is bound by or subject to any contract, commitment or arrangement with any labor
union,  and, to the Borrower's and the Guarantor's knowledge, no labor union has
requested,  sought  or  attempted to represent any employees, representatives or
agents  of  the  Borrower  or the Guarantors.  There is no strike or other labor
dispute  involving the Borrower or the Guarantors pending nor, to the Borrower's
or  the  Guarantor's  knowledge,  threatened,  nor  is  the  Borrower  or either
Guarantor  aware of any labor organization activity involving its employees, and
none  of  the  Borrower  or  the Guarantors is aware of any existing or imminent
labor  disturbance  by  the  employees  of  any  of  its  principal  suppliers,
manufacturers,  customers or contractors.  To the best of the Borrower's and the
Guarantors'  knowledge, no employee of the Borrower or the Guarantors is or will
be  in violation of any judgment, decree or order, or any term of any employment
contract,  patent  disclosure agreement, or other contract or agreement relating
to  the  relationship of any such employee with the Borrower, a Guarantor or any
other  party  because of the nature of the business conducted or to be conducted
by  the  Borrower  or  the  Guarantor  or to the use by the employee of his best
efforts  with respect to such business.  Except as set forth in Schedule 4.1(f),
                                                                ---------------
none  of the Borrower and the Guarantors is a party to or bound by any currently
effective employment contract (other than contracts that can be terminated on an
at-will  basis  upon  specified  notice), deferred compensation agreement, bonus
plan,  incentive  plan,  profit  sharing  plan,  retirement  agreement, or other
employee  compensation  agreement other than its management incentive plan, team
incentive  plan  and  sales  and consulting incentive plan.  The Borrower is not
aware  that  any officer or key employee, or any group of key employees, intends
to  terminate  their  employment with the Borrower, nor does the Borrower have a
present  intention to terminate the employment of any of the foregoing.  Subject
to  general  principles  related  to  wrongful  termination  of  employees,  the
employment  of  each  officer  and employee of the Borrower is terminable at the
will  of  the  Borrower.

     (g)     Absence  of  Proceedings.  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 Borrower
or  the  Guarantors,  threatened,  against  or  affecting  the  Borrower  or the
Guarantors,  any  of  their  shareholders, directors, officers or agents, 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 Borrower, the
Guarantors  or  any  Subsidiaries  or  the  consummation  of  the  transactions
contemplated  in  this  Agreement  or  the  Debenture  or the performance by the
Borrower  or  the  Guarantors  of  their  respective  obligations  hereunder.

     (h)     Possession  of  Intellectual  Property.  Each  of the Borrower, the
             --------------------------------------
Guarantors  and  the Subsidiaries have all rights in the patents, patent rights,
licenses,  inventions,  copyrights,  know-how (including trade secrets and other
unpatented  and/or unpatentable proprietary or confidential information, systems
or  procedures,  directly or through agreements with other parties), trademarks,


                                      -12-
<PAGE>
service marks, trade names, Internet domain names or other intellectual property
necessary  to  carry on its existing and prospective business activities.  As of
the  date hereof, the existing and proposed business operations of the Borrower,
the  Guarantors  and  the Subsidiaries do not and will not foreseeably infringe,
respectively,  on  the  intellectual  property  rights  of  third  parties.

     (i)     Absence of Further Requirements.  No filing with, or authorization,
             -------------------------------
approval, consent, license, order, registration, qualification or decree of, any
court  or  governmental  authority  or  agency  is necessary or required for the
performance  by the Borrower or either Guarantor of its obligations hereunder in
connection  with  the  performing any of its obligations under this Agreement or
the  Debenture,  except such as have been obtained on the date hereof or will be
obtained  on  or  prior to such Disbursement Date or as may be properly obtained
subsequent  to  such  Disbursement  Date.

     (j)     Possession  of  Licenses and Permits.  The Borrower, the Guarantors
             ------------------------------------
and  each  of  the  Subsidiaries  possesses  such  permits, licenses, approvals,
consents and other authorizations (collectively, "Governmental Licenses") issued
by  regulatory  agencies  or  bodies in any applicable jurisdiction necessary to
conduct the business now operated by them; the Borrower, the Guarantors and each
of  the  Subsidiaries is in compliance with the terms and conditions of all such
Governmental  Licenses, except where the failure so to comply individually or in
the  aggregate would not have a Material Adverse Effect; all of the Governmental
Licenses  are  valid and in full force and effect, except when the invalidity of
such Governmental Licenses or the failure of such Governmental Licenses to be in
full force and effect individually or in the aggregate would not have a Material
Adverse  Effect;  none of the Governmental Licenses is at present subject to any
legal  challenge  by  any  person  or  review  by any governmental authority and
neither  the Borrower, either Guarantor nor any of the Subsidiaries has received
any notice of proceedings relating to the revocation or modification of any such
Governmental  Licenses  which, if the subject of an unfavorable decision, ruling
or  finding, would result individually or in the aggregate in a Material Adverse
Effect.

     (k)     Private  Placement.  Neither the Borrower, either Guarantor nor any
             ------------------
affiliate  (as  defined  in  Rule  405 under the Securities Act) thereof has (i)
sold,  offered  for  sale,  solicited  offers  to buy or otherwise negotiated in
respect  of, any security (as defined in the Securities Act) which is or will be
integrated  with  the  sale  of  the  Notes  in  a manner that would require the
registration under the U.S. Securities Act of 1933 (the "Securities Act") of the
Notes or (ii) engaged in any form of general solicitation or general advertising
(within  the meaning of Rule 502(c) of Regulation D under the Securities Act) or
any directed selling efforts (as defined under the Securities Act) in the United
States  in  connection  with  the  offer  and  sale  of  the  Notes.

     (l)     Subsidiaries.  Each  subsidiary  of  the  Parent,  meaning  any
             ------------
corporation  in which the Parent, 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,  except  as  set  out  in  Schedule 4.1(l), are owned,
                                                     ---------------
beneficially  and  of  record, by the Parent or Subsidiaries wholly owned by the
Parent  free  and  clear of all liens, charges, encumbrances, options, rights of
pre-emption  and  third  party  rights  whatsoever  (collectively,  "Liens").  A
complete list of all Subsidiaries and other holdings of the Parent is set out in
Schedule  4.1(l).  Save  as  set  out in that schedule, neither the Borrower nor
----------------
either  Guarantor  owns,  directly  or  indirectly,  any of the capital stock or
voting  stock  of  any  other  company  or  corporation.

     (m)     Tax, Records and Returns.  (A) Each of the Borrower, the Guarantors
             ------------------------
and  the  Subsidiaries  has  duly  filed  all returns, computations, notices and
information  required  to  be made or provided by it for any tax purpose and the
same  have been made or given within the requisite periods and on a proper basis
and  when  made were true and accurate and are up to date and none of them is or
likely  to  be  the  subject  of  any  dispute  with any tax authority exceeding
US$50,000  in  the  aggregate.


                                      -13-
<PAGE>
               (B)     Each of the Borrower, the Guarantors and the Subsidiaries
has  paid when due, and has withheld, deducted and accounted to the relevant tax
authorities  for,  all  tax, including provisional taxation, which it has become
liable  to pay, withhold, deduct or account for on or before the date hereof and
within  the  one  year period prior to the date hereof neither the Borrower, the
Guarantors,  any  Subsidiary  nor  any  director or officer thereof  has paid or
become liable to pay any fine, penalty, surcharge or interest in relation to tax
in relation to the activities of the Borrower, the Guarantors or any Subsidiary,
except  where  the  failure  to  do so would not result in a liability exceeding
US$50,000  in  the  aggregate.

     (n)     Title  to  Property.  (A)  None of the Borrower, the Guarantors and
             -------------------
the  Subsidiaries  owns  any  real  property.

          (B)     All  of  the  leases and subleases material to the business of
the  Borrower, the Guarantors and the Subsidiaries are in full force and effect,
the  Borrower,  the  Guarantors and the Subsidiaries are each in compliance with
each  of them and none of the Borrower, the Guarantors or any Subsidiary has any
notice  of  any  material  claim  of  any  sort that has been asserted by anyone
adverse  to  the  rights of the Borrower, the Guarantors or any Subsidiary under
any  of the leases or subleases mentioned above, or affecting or questioning the
rights  of  the  Borrower,  the  Guarantors  or such Subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.

          (C)     Each  of the Borrower, the Guarantors and the Subsidiaries has
good  and  marketable  title to its assets, in each case subject to no mortgage,
pledge,  lien, lease, encumbrance or charge, other than (a) those resulting from
taxes  which  have  not yet become delinquent, and (b) those that have otherwise
arisen  in  the  ordinary  course  of  business.

     (o)     [intentionally  left  blank]

     (p)     Contracts.  (A)  There are no contracts or obligations, agreements,
             ---------
arrangements  or  concerted  practices involving the Borrower, the Guarantors or
any  Subsidiary  and no practices in which the Borrower, either Guarantor or any
Subsidiary  is  engaged,  which are void, illegal, unenforceable, registrable or
notifiable  under or which contravene any fair trading or anti-trust legislation
or  regulations  of  the  law  of  any  jurisdiction  in which the Borrower, the
Guarantors  or  any  of  the  Subsidiaries  conducts  its  business or sells its
services  nor  has the Borrower, either Guarantor or any Subsidiary received any
threat  or  complaint or request for information or investigation in relation to
or  in connection with any such legislation or regulations, except to the extent
such  contracts  or obligations, agreements, arrangements or concerted practices
would  not  have  a  Material  Adverse  Effect.

          (B)     With  respect  to  each  material  contract,  commitment,
arrangement,  understanding,  tender and bid involving the Borrower, a Guarantor
or  any  Subsidiary:

               (1)     each  of the Borrower, the Guarantors and each Subsidiary
has duly authorized, executed and delivered such contract ,and the Borrower, the
Guarantors  and  each Subsidiary has duly performed and complied in all material
respects  with  each  of  its  obligations  thereunder;

               (2)     neither  the  Borrower, the Guarantors nor any Subsidiary
is under any material obligation which cannot readily be fulfilled, performed or
discharged  by  it on time and without undue or unusual expenditure of effort or
loss;

               (3)     to  the  best  of  the  Borrower's  and  the  Guarantors'
knowledge,  after  due  enquiry, there are no grounds for rescission, avoidance,
repudiation  or  termination  and  neither  the Borrower, the Guarantors nor any
Subsidiary  has  received  any  notice  of  rescission  or  termination;  and


                                      -14-
<PAGE>
               (4)     to  the  best  of  the  Borrower's  and  the  Guarantor's
knowledge,  the  obligations of the other parties thereto form valid obligations
of  such other parties, and none of such other parties is in default thereunder,
except  where  such  default  would  not  have  a  Material  Adverse  Effect.

     (q)     Affiliate  Transactions.  (i)  Except  for  the  Loans, there is no
             -----------------------
indebtedness  between  the  Borrower, either Guarantor or any Subsidiary, on the
one  hand,  and  any  officer, director, shareholder or Affiliate (as defined in
Rule  405  under  the  Securities  Act)  of  the Borrower, the Guarantors or any
Subsidiary  or  any relative of such persons, or any entity in which any of such
shareholder, director or officer of the Borrower, the Guarantors or a Subsidiary
has an interest, other than a passive shareholding of less than 5% in a publicly
listed  company,  on  the  other,  (ii)  neither  any  such  officer,  director,
shareholder  or Affiliate provides or causes to be provided any assets, services
(other  than  those  in  the  capacity of officer or director of the Borrower, a
Guarantor  or  any  Subsidiary) or facilities to the Borrower, the Guarantors or
any  Subsidiary  which  are  individually  or  in  the aggregate material to the
business  or condition of the Borrower or the Guarantors and (iii) except as set
forth  in  Schedule  4.1(q),  neither  the  Borrower,  the  Guarantors  nor  any
           ----------------
Subsidiary  provides  or  causes  to be provided any assets or facilities to any
such  officer,  director,  shareholder or Affiliate which are individually or in
the  aggregate  material  to  the  business  or condition of the Borrower or the
Guarantors.

     (r)     Minute  Books.  The  statutory books, minute books and registers of
             -------------
members  of  the Borrower, the Guarantors and the Subsidiaries made available to
the  Lenders  are  true  and  complete  and  have  been  properly and accurately
maintained in all material respects and contain full and accurate records of all
resolutions  passed  by  the  directors  and  shareholders  of the Borrower, the
Guarantors  and  the  Subsidiaries.  The  copies of the charter documents of the
Borrower, the Guarantors and the Subsidiaries (having attached thereto copies of
all  such  resolutions  that  are by law required to be attached thereto and all
amendments  made  to  date) that have been delivered to the Lenders are true and
complete.  All  legal  and  procedural  requirements  and  other  formalities
concerning  such  charter documents have been duly and properly complied with in
all  material  respects.

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

     (t)     Disclosure.  Neither  this  Agreement,  the Notes or the Debenture,
             ----------
nor  any  other  statements  or  certificates  made  or  delivered in connection
herewith or therewith, contains any untrue statement of a material fact or omits
to  state a material fact necessary to make the statements herein or therein not
misleading.

     (u)     Financial  Statements.  The  audited  consolidated  financial
             ---------------------
statements  of  the  Parent  as of and for the year ended December 31, 2000 (the
"Financial  Statements")  and the unaudited consolidated financial statements of
the  Parent  as  of  and for the three months ended March 31, 2001 (the "Interim
Financial  Statements"),  which  have  been  made  available to the Lenders, are
correct  in  all  material respects and have been prepared in accordance with US
generally  accepted accounting principles ("GAAP") applied on a basis consistent
throughout  the  periods  indicated  and consistent with each other, and present
fairly  the  consolidated financial condition and consolidated operating results
of the Parent of the dates and during the periods indicated therein, subject, in
the  case  of  the Interim Financial Statements, to normal year-end adjustments,
which  will  not  be material in amount or significance.  Except as set forth in
the  Financial  Statements or the Interim Financial Statements or arising in the
ordinary  course of business since April 1, 2001, none of the Borrower or either
of  the  Guarantors  has  (A) incurred any liabilities of any nature (matured or
unmatured,  fixed  or  contingent)  or (B) made any material disposal of assets,


                                      -15-
<PAGE>
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.  Since  April 1, 2001, (1) there has been no
material adverse change in the financial or trading position or prospects of the
Borrower,  the  Guarantors  or the Subsidiaries; and (2) the business of each of
the  Borrower,  the Guarantors and the Subsidiaries has in all material respects
been  carried  on  in  the  ordinary  course  of  such  business.

     (v)     Dissolution  or  Winding-up.  No  steps  have  been  taken  by  the
             ---------------------------
Borrower,  either  Guarantor or any Subsidiary, nor have any orders been made or
legal  proceedings been started or threatened for the dissolution or winding-up,
or  for  the  appointment  of  a  receiver, trustee, judicial manager or similar
officer, of the Borrower, the Guarantors or any Subsidiary, its assets or any of
them.  Neither  the Borrower, the Guarantors nor any Subsidiary is unable to pay
its  debts  as  they  fall  due.

     (w)     Confidentiality  Provision.  Each  officer  and  employee  of  the
             --------------------------
Borrower,  the  Guarantors  or  the  Subsidiaries  is  subject  to an employment
agreement  with confidentiality provisions substantially to the effect set forth
in  Schedule  4.1(w).
    ----------------

     (x)     Non-Competition  Agreements.  Neither  the Borrower, the Guarantors
             ---------------------------
nor any of its Subsidiaries is a party to any non-competition or other agreement
or  subject  to  any  duty which restricts the scope of, or the jurisdictions in
which  the Borrower, the Guarantors or the relevant Subsidiary may carry on, its
business.

     (y)     Insurance.  Each  of  the  Borrower,  the  Guarantors  and  the
             ---------
Subsidiaries  has  maintained adequate insurance coverage against risks normally
insured  against  by  companies carrying on a similar business in the geographic
area  in  which  such  company  carries  on  its business, and in particular has
maintained  all  insurance  required  by  statute.

     (z)     No Other Representations.  Notwithstanding anything to the contrary
             ------------------------
contained in this Agreement, it is the explicit intent of each party hereto that
none  of the Borrower or the Guarantors is making any representation or warranty
whatsoever,  express  or  implied,  except those representations, and warranties
contained  in  this  Section  4.1.

     (aa)     Taxes on Payments.  All payments to be made by the Borrower or the
              -----------------
Guarantors under this Agreement, the Notes or the Debenture, may be made by them
free  and  clear  of,  and  without  deduction  for,  taxes and no deductions or
withholdings  are  required  to  be  made  therefrom.

     (bb)     Pari  passu  Ranking.  The  obligations  of the Borrower hereunder
              --------------------
rank  at  least  pari  passu with all its other present and future unsecured and
unsubordinated obligations save for any obligations mandatorily preferred by law
and  not  by  contract.

     (cc)     No Immunity.  Each of the Borrower and the Guarantors is generally
              -----------
subject  to  civil  and commercial law and to legal proceedings and none of them
nor  any  of  their respective assets or revenues is entitled to any immunity or
privilege  (sovereign  or  otherwise)  from  any  set-off,  judgment, execution,
attachment  or  other  legal  process.

     (dd)     Security  Interests  over  Assets.  Save  as  may  be permitted or
              ---------------------------------
contemplated  by  this  Agreement  and  the  Debenture, no Security Interest (as
defined  below)  exists  over  all  or  any of the present or future revenues or
assets  of  the  Borrower  or either of the Guarantors.  For the purpose of this
Agreement,  "Security  Interest"  means  any  mortgage, charge (whether fixed or
floating),  pledge,  lien, hypothecation, assignment, security interest or other


                                      -16-
<PAGE>
encumbrance  of  any  kind  securing  or  conferring  any priority of payment in
respect  of  any  obligation  of  any person and includes any right granted by a
transaction which, in legal terms, is not the granting of security but which has
an economic or financial effect similar to the granting of security in each case
under  any  applicable  law.

     (ee)     Choice  of Law.  In any proceedings taken in the State of Delaware
              --------------
in  relation  to  this  Agreement, the Notes or the Debenture, the choice of the
laws  of  the  State  of Delaware as the governing law of this Agreement and the
Notes and any judgment obtained in the State of Delaware would be recognised and
enforced.

     4.2     Representations  and  Warranties Continue.  The representations and
             -----------------------------------------
warranties  in  Section  4.1  shall be deemed to be repeated by the Borrower and
each  Guarantor  throughout  the  continuance of this Agreement as if made, with
reference  to  the  facts  and  circumstances  existing  from  time  to  time.


                                    SECTION 5
                  COVENANTS OF THE BORROWER AND THE GUARANTORS
                  --------------------------------------------

     5.1     Covenants  of  the  Borrower.  Until  such  time as the Acquisition
             -----------------------------
shall  have  been  consummated  in  accordance with its terms, each Borrower and
Guarantor  covenants  with  the  Lenders  as  follows:

     (a)     Interim  Period.  During the period from the date of this Agreement
             ---------------
to  the  Initial Disbursement Date (the "Interim Period"), none of the Borrower,
the  Guarantors or the Subsidiaries shall carry on its business in a manner, do,
allow  or  procure  any  act  or  omission which would constitute a breach of or
render  inaccurate or misleading any of the representations and warranties under
Section  4.1  except  for  entering  into  or consummating the Acquisition.  The
Borrower  or  the  Guarantors shall give the Lenders prompt notice of any event,
condition  or  circumstance  during  the  Interim Period that would constitute a
violation  or  breach  of  any  of  such  representations and warranties if such
representations  and  warranties  were  made  as  of  any day during the Interim
Period,  or  would  constitute a violation or breach of any terms and conditions
contained in this Agreement.  In addition, during the Interim Period, other than
entering  into  or  consummating  the  Acquisition,  none of the Borrower or the
Guarantors  shall  permit,  with  respect to itself or any Subsidiary, any:  (i)
material change in key personnel, (ii) disposal of material assets, (iii) change
in  its  auditors  or  its  financial  year  end,  (iv) amendment to its charter
documents  (except  for  the  adoption  of  amendments  to the Existing Articles
necessary  to  effect  the  sale  and  issuance  of  the  Series  C Shares), (v)
acquisition  of  assets  or  contracting to do so otherwise than in the ordinary
course  of business, (vi) entering into of arrangements that are not on an arm's
length  basis and in the ordinary course of business, (vii) lending or borrowing
of  money or providing any security or indemnity except under this Agreement and
the  Debenture  or  in the ordinary course of business and (viii) declaration or
payment  of  dividends  or  issuance  of  securities  of  any  kind.

     (b)     Stamp Tax.  The Borrower 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 making of the Loans
and  the  Guarantee,  creation, issue and offering of the Series D Shares or the
shares of Vsource, if any, received in the exchange described in Section 3.3, or
the  execution  or  delivery  of  this  Agreement  or  the Debenture; and (2) in
addition  to  any  amount  payable  by the Borrower or the Guarantors under this
Agreement,  any  value added, turnover or similar tax payable in respect of that
amount.

     (c)     Material  Changes.  The  Borrower and the Guarantors will forthwith
             -----------------
notify the Lenders if, at any time prior to a Disbursement Date, anything occurs
which  renders  or  may  render  untrue  or  incorrect in any respect any of the
representations and warranties contained in Section 4.1 or which breaches any of
the  covenants  given  in  Section  5.1(a).


                                      -17-
<PAGE>
     (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 promptly taken by the Guarantors and the
Borrower.

     (e)     Duration.  The undertakings in this Section 5 shall remain in force
             --------
from and after the date hereof and so long as any sum remains payable under this
Agreement.

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

     (g)     Consents.  Each  of the Borrower 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  promptly  furnish certified copies to the
Lenders  of,  all  such  authorisations,  approvals,  consents,  licences  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.

     (h)     Pari  Passu  Ranking.  Each  of  the  Borrower  and  the Guarantors
             --------------------
undertakes that its obligations hereunder 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.

     (i)     Disposals.  Except  for  entering  into  and  consummating  the
             ---------
Acquisition,  each  of the Borrower 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 pursuant to the Acquisition or except for any of the
following  types  of  disposals provided such disposal does not adversely affect
the  ability  of the Borrower or the Guarantors to perform its obligations under
this  Agreement:

          (i)     disposals made with the prior written consent of the Tranche A
Majority  Lenders  and  the  Tranche  B  Majority  Lenders;

          (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;

          (iv)     disposals of any of its assets on terms whereby such asset is
leased  to  or re-acquired by the Borrower or Guarantor or any other Subsidiary;

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

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

     (j)     Mergers.
             -------


                                      -18-
<PAGE>
          (i)     Save  for  the  Acquisition,  none  of  the  Borrower  or  the
Guarantors  will  without  the  prior  written consent of the Tranche A Majority
Lenders  and  the  Tranche  B  Majority  Lenders  enter  into  any  merger  or
consolidation  with  any  entity  or  take  any step with a view to dissolution,
liquidation  or  winding-up.

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

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

          (i)     Each  of  the  Borrower  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 a proper and efficient manner and in compliance with
all  laws, regulations, authorisations, agreements and obligations applicable to
it  and  pay  all  taxes  imposed  on  it  when  due.

          (ii)     Each of the Borrower 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.

     (l)     Constitutional  Documents.  Each of the Borrower and the Guarantors
             -------------------------
shall  procure  that  no  material  amendment  or  supplement  is  made to their
respective memorandum of association or articles of association, if any, without
the  prior  written  consent of the Tranche A Majority Lenders and the Tranche B
Majority  Lenders  such  consent  not  to  be  unreasonably withheld or delayed.

     (m)     Share  Capital.  Except upon conversion of any class of convertible
             --------------
securities  currently  issued  and  outstanding  or  redemption  of the Parent's
shares  following  the Acquisition, each of the Borrower and the Guarantors will
not  and  procure  that no Subsidiary will, without the prior written consent of
the  Tranche  A Majority Lenders and the Tranche B Majority Lenders, purchase or
redeem  any  of  their respective issued shares or reduce their respective share
capital  or make a distribution of assets or other capital distribution to their
respective  shareholders.

     (n)     Dividends.  Each  of  the  Borrower and the Guarantors will not and
             ---------
will  procure  that no Subsidiary will, without the prior written consent of the
Tranche  A Majority Lenders and the Tranche B Majority Lenders, pay any dividend
or  make  any  other  income  distribution  to  their  respective  shareholders.

     (o)     Subsidiary  or  Investment.  Except  for  acquisitions of assets or
             --------------------------
businesses  of  customers  in  connection  with the provision by the Parent or a
Subsidiary of outsourced services to such customer using such acquired assets or
businesses  in  an  amount of US$5,000,000 or less, each of the Borrower and the
Guarantors  will not without the prior written consent of the Tranche A Majority
Lenders  and the Tranche B Majority Lenders, establish or acquire any subsidiary
or  invest  in  any  other  entity  the business of which is not within the core
business  activity  of  the  Parent  and its Subsidiaries as shown in the latest
financial  statements of the Parent supplied to the Lenders or provide financing
to  any  person  except  by  way  of  trade credit in the ordinary course of its
business.

     (p)     Indebtedness.  None  of  the  Borrower  or  any  Guarantor  or  any
             ------------
Subsidiary  will  incur  or guarantee any indebtedness exceeding US$1,000,000 in
the  aggregate  without  the  prior  written  consent  of the Tranche A Majority
Lenders  and  the  Tranche  B  Majority  Lenders.


                                      -19-
<PAGE>
     (q)     Lending.  Each of the Borrower 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.

     (r)     Undertakings  by  the  Parent.  For so long as any Principal Amount
             -----------------------------
shall  remain  outstanding,  the  Parent  will:

          (i)     not  make  any repayment of capital or reduction of its stated
capital  involving any repayment to its shareholders either in cash or in specie
(other  than  to  shareholders having the right on a winding up of the Parent to
return  of  capital  in  priority  to  other  shareholders);

          (ii)     not  issue  or pay up any securities by way of capitalisation
of  profits  other than (a) by the issue of shares to its shareholders or (b) by
the  issue  of  shares  in  lieu of a cash dividend and in each case credited as
fully-paid out of distributable profits or (c) by the issue of fully-paid equity
share  capital  (other  than  the  securities  set forth in Schedule 4.1(b) (the
                                                            ---------------
"Shares")  to  the  holders  of  equity  share  capital  of  the  same  class;

          (iii)     not,  unless  the  consent of the Tranche A Majority Lenders
and  the  Tranche  B  Majority  Lenders has been obtained, in any way modify the
rights  attaching  to the Shares or create or issue or permit to be in issue any
other  class of equity share capital carrying any right which is more favourable
than  the  corresponding  right  attaching  to  the Shares or attach any special
rights  or  privileges  to  any  such  other  class  of  equity  share  capital;

          (iv)     procure  that,  unless  the consent of the Tranche A Majority
Lenders  and  the  Tranche  B  Majority Lenders has been obtained, no securities
(whether  issued  by  the  Parent or any Subsidiary) in issue at the date hereof
shall  be  exchanged  for or converted into Shares except in accordance with the
terms  of  issue  thereof;  or

     (v)     will ensure that all Shares issued upon conversion of the Loan will
be  duly  and  validly issued as fully-paid and non-assessable free and clear of
all  encumbrances,  liens,  mortgages  and  any  other  rights  of third parties
whatsoever.

     (s)     Taxation.  All  payments of interest in respect of the Loan 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.  In that event,
the  Borrower will pay such additional amounts as may be necessary in order that
the  net  amounts  received  by  the Lenders after such withholding or deduction
shall  equal  the  respective  amounts  receivable in respect of the Loan in the
absence  of  such  withholding  or  deduction.

     (t)     Issuance  of  New Notes. The Borrower and the Guarantors shall duly
             -----------------------
execute  and  deliver to each of the Tranche A Lender a Note in exchange for the
note  held  by  such  Tranche  A  Lenders  under  the  Existing  Agreement.


                                    SECTION 6
                           INVESTMENT REPRESENTATIONS
                           --------------------------

     6.1     Each  Lender  (in  respect  of itself only and so that the relevant
Lender  shall  not  in  any  circumstances  be  liable  for  any  breach  of any
representation,  warranty  or agreement set forth in this Section 6 hereto by or
in  relation  to  any other Lender) hereby makes the representations, warranties
and agreements set forth below as of the date hereof and as of each Disbursement


                                      -20-
<PAGE>
Date.  Each Lender acknowledges that the Borrower and the Guarantors are relying
upon  the  accuracy  and  completeness  of the representations contained in this
Section  6  in  complying  with its obligations under applicable U.S. securities
laws.

     (a)     Experience.  The  Lender  has,  from  time  to  time,  evaluated
             ----------
investment  in  new,  high technology companies and has experience in evaluating
and  investing in new, high technology companies.  Lender has such knowledge and
experience  in  financial  and  business  matters  that  Lender  is  capable  of
evaluating  the  merits  and  risks associated with the Loan and exchange of the
Loans  into  shares  of  the  Parent  or  Vsource  pursuant to the terms of this
Agreement  and  is  capable  of  protecting  Lender's  interests  in  connection
therewith,  and  is able to afford a complete loss of Lender's investment in the
shares.

     (b)     Investment.  Lender  is  acquiring  its  Note,  and if such Note is
             ----------
converted  Lender  will  be  acquiring  shares  of  the  Parent  or Vsource, for
investment  for  its  own  account  and  not  with the view to, or for resale in
connection with, any distribution thereof.  Such Lender understands that neither
its  Note,  or  the  shares  into  which  the  Loan  may  be converted, has been
registered  under  the Securities Act by reason of a specific exemption from the
registration  provisions  of  the Securities Act which depends upon, among other
things,  the  bona  fide  nature  of  the investment intent as expressed herein.

     (c)     Rule  144.  Lender  acknowledges  that its Note and the shares into
             ---------
which  the  Loan  may be converted must be held indefinitely unless subsequently
registered  under  the  Securities Act or an exemption from such registration is
available.  Lender  is aware of the provisions of Rule 144 promulgated under the
Securities  Act which permit limited resale of securities purchased in a private
placement  subject  to  the satisfaction of certain conditions, including, among
other  things,  the availability of certain current public information about the
Borrower and the Guarantors, the resale occurring not less than one year after a
party  has  purchased  and  paid  for  the securities to be sold, the sale being
through  a  "broker's  transaction"  or  in transactions directly with a "market
maker"  (as  provided by Rule 144(f)) and the number of shares being sold during
any  three-month  period  not  exceeding applicable specified limitations.  Such
Lender  is  aware  that the conditions for resale set forth in Rule 144 have not
yet  been  satisfied  with  respect  to  Parent.

     (d)     No  Public  Market.  Lender  understands  that no public market now
             ------------------
exists  for  any  of the securities issued by the Borrower or the Guarantors and
that  a  public  market  may  never  exist  for the Notes or any of the Parent's
shares.

     (f)     Resale  Restrictions.  Lender  hereby agrees not to resell the debt
             --------------------
securities received under this Agreement unless such securities are subsequently
registered  under the Securities Act or an exemption therefrom is available.  If
requested  by  the  Borrower or the Guarantors, Lender shall furnish them with a
legal  opinion reasonably satisfactory to them that a sale of such securities is
exempt  from  the  requirements of registration under the Securities Act.  It is
agreed that no such opinion will be required for sales made pursuant to Rule 144
except  in  unusual circumstances, and it is further agreed that no such opinion
will  ever  be  required  for  transfers  to Lender's affiliates (which shall be
deemed  to  be  persons  or  entities controlling, controlled by or under common
control  with  Lender)  or  immediate  family  members  of  such  affiliates.

     (g)     Access  to  Data.  During  the  negotiation  of  the  transactions
             ----------------
contemplated  herein, Lender and its representatives have been afforded full and
free  access  to  corporate  books,  financial  statements,  records, contracts,
documents  and  other  information  concerning  the each of the Borrower and the
Guarantors  and to its offices and facilities, have been afforded an opportunity
to ask such questions of the Borrower's and the Guarantors' officers, employees,
agents,  accountants  and  representatives  concerning  the  Borrower's  and the


                                      -21-
<PAGE>
Guarantors'  business,  operations, financial condition, assets, liabilities and
other relevant matters as they have deemed necessary or desirable, and have been
given  all  such  information  as  has  been requested, in order to evaluate the
merits  and  risks  of  the  prospective  investments  contemplated  herein.

     (h)     Legends.  It is understood that the Notes and the certificate(s) of
             -------
any  shares  into  which  the  Loan  may  be  converted  shall  bear  the legend
substantially  as  set  forth  below:

          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.


                                    SECTION 7
                                EVENTS OF DEFAULT
                                -----------------

     7.1     Upon  the  occurrence  of  any  Event  of  Default, the outstanding
Principal Amount, any interest accrued thereon and the payments called for under
Section  3.3(g),  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,  and  the Lenders may exercise any and all rights and
remedies  available  to  them under this Agreement, the Notes and the Debenture.

An  "Event of Default" shall mean the occurrence of any of the following events:

     (a)     Material  breach  of  this Agreement, any Note or the Debenture, or
any  default in the repayment of any other material indebtedness of the Borrower
or  the  Guarantors  when  the  same  shall  be  due  and  payable;

     (b)     Any  proceeding  shall  be  commenced by or against the Borrower or
either  Guarantor  under any bankruptcy or insolvency laws, or the Borrower 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 Borrower or a
Guarantor  (or  acquiesced by them) there shall be an "Event of Default" only if
such  proceeding  shall  remain  unstayed  for  60  days;

     (c)     Any  judgment or order, or any series of judgments or orders, shall
have  been  entered  against  the  Borrower  or  a  Guarantor which would have a
material adverse effect upon the value of the collateral under the Debenture and
such  judgment  or order remains unstayed for a period of 30 or more consecutive
days;

     (d)     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
Borrower  or  a  Guarantor  or  any Subsidiary to perform any of its obligations
hereunder  or  under  the Notes or the Debenture, including, without limitation,
any  moratorium  or  similar  laws;

     (e)     This  Agreement,  any Note or the Debenture ceases to be the legal,
valid  and  binding  obligation of the Borrower or the Guarantors enforceable in
accordance  with  its  terms  or  the Lenders cease to have a perfected security
interest  in  the  collateral  under  the  Debenture;


                                      -22-
<PAGE>
     (f)     Any  representation  or  warranty  made  or  deemed  to  be made or
repeated  by or in respect of the Borrower or either Guarantor in or pursuant to
this Agreement is or proves to have been incorrect or misleading in any material
respect;

     (g)     If  the holder of any encumbrance takes possession or a receiver is
appointed  of  the whole or a material part of the assets, undertaking, property
or  revenues  of  the  Borrower  or  a  Guarantor  which constitutes part of the
collateral  under  the  Debenture  or  any  of  them  is  or  declares itself to
insolvent;

     (h)     A  distress,  execution  or  seizure  before  judgment is levied or
enforced  upon  or sued out against the whole or a material part of the property
of  the Borrower or any Guarantor which constitutes part of the collateral under
the  Debenture  and  is  not  discharged  within  30  days  thereof;

     (i)     if  any other present or future indebtedness of the Borrower or any
Guarantor  is  not  paid or met at its stated maturity (or within any applicable
period  of  grace)  or  by  reason  of  default  on the part of such Borrower or
Guarantor  becomes  due  or  capable  of  being declared due prior to its stated
maturity  (or  if payable or repayable on demand is not paid or repaid on demand
or  within  any  applicable  period  of  grace)  or if any security for any such
indebtedness  becomes  enforceable;

     (j)     if the Borrower or any Guarantor fails to pay when due or expressed
to  be  due, any amounts payable by it under any present or future guarantee for
any  moneys  borrowed  from  or  raised  through a financial institution and, if
capable  of  remedy,  is  not  remedied  within  any  applicable  grace  period
thereunder;

     (k)     if  a  moratorium  is  agreed  or  declared  in  respect  of  any
indebtedness  of  the  Borrower  or  any  Guarantor;

     (l)     if  any  governmental  authority  or  agency  of  any  jurisdiction
condemns,  siezes,  compulsorily  purchases or expropriates all or a substantial
part  of  the  assets  of  the  Borrower or any Guarantor or places any material
restriction  on  a  material portion of the assets of such Borrower or Guarantor
whether by way of cancellation or revocation of, or the imposition of conditions
on,  any  licences  of  such  companies,  or  otherwise  howsoever;

     (m)     any event occurs which has an analogous effect to any of the events
referred  to  in  paragraphs  (a)  to (l) above under the laws applicable to the
Borrower  or  a  Guarantor;  and

     (n)     any  material  adverse  change  in the financial position, business
operating  condition  (financial or otherwise) or prospects of the Borrower, any
Guarantor  or  any  Subsidiary  shall  have  occurred.;

provided,  that  if  the Acquisition has occurred, "Event of Default" shall only
--------
mean  the  items  listed  in  clauses  (b), (c), (d), (e), (g), (h), (k) or (l).


                                    SECTION 8
                                  MISCELLANEOUS
                                  -------------

     8.1     Governing Law; Jurisdiction.  This Agreement and the Notes 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.  With respect to any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising  out  of  or  in  connection  with,  this  Agreement or the transactions
contemplated hereby, the parties hereto submit to the non-exclusive jurisdiction


                                      -23-
<PAGE>
of the federal courts located in Wilmington, Delaware or the courts of the State
of  Delaware  located  in  Wilmington,  Delaware  and each of the parties hereby
consents  to  the  jurisdiction of such courts (and of the appropriate appellate
courts) in any such suit, action or proceeding and waives any objection to venue
laid  therein.  For purposes of this Agreement, process in any such suit, action
or proceeding in any such courts may be served on the parties hereto anywhere in
the  world,  whether  within  or  without  Delaware.

     8.2     Survival.  The  representations,  warranties,  covenants  and
             --------
agreements  made  herein  shall survive any investigation made by Lender and the
making  of  the  Loan  contemplated  hereby.

     8.3     Successors  and  Assigns.  Except as otherwise 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.

     8.4     Entire  Agreement;  Amendment.  This  Agreement  and  the  other
             -----------------------------
documents delivered pursuant hereto 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, including with
respect  to  the  Advance.  No  termination,  revocation,  waiver, modification,
amendment  or  supplement  to this Agreement or any Note shall be binding unless
(i)  in  writing  and signed by the Borrower and each of the Guarantors and (ii)
consented  to  in  writing by the Tranche A Majority Lenders (in the case of the
Tranche  A  Loans)  and  by  the  Tranche B Majority Lenders (in the case of the
Tranche  B  Loans).

     8.5     No  Waiver.  Each  party  to this Agreement shall have the absolute
             ----------
right to exercise or refrain from exercising any right or rights that such party
may  have  by  reason of this Agreement, the Notes or the Debenture without such
refrain  acting  as  a  waiver  or  surrender  of  any  right granted hereunder.

     8.6     Notices,  etc.  Any  notice or other communication (except payment)
             --------------
required  or permitted hereunder shall be in writing and shall be deemed to have
been  given  upon delivery if personally delivered or upon deposit in the United
States  mail  for mailing by certificate mail, postage prepaid, and addressed as
follows:

          If to the Borrower or
          either Guarantor:       c/o  NetCel360  Hong  Kong  Limited
                                  5th Floor, AXA Centre, 151 Gloucester Road
                                  Wanchai,  Hong  Kong
                                  Telephone:  852-2259-7888
                                  Facsimile:   852-2523-1344
                                  Attn:  Dennis  Smith

If  to  a Lender:     In accordance with the contact details set forth alongside
such  Lender's  name  in  Schedule  1A  or  Schedule  1B,  as  applicable.
                          ------------      ------------

     8.7     Expenses.  Each  party  shall  bear  its own expenses in connection
             --------
herewith  and  with  conversion  or  exchange  of the Notes.  If legal action is
brought  to  enforce  or interpret the terms of this Agreement, the Notes or the
Debenture,  the  prevailing  party  shall  be entitled to recover its reasonable
attorneys'  fees,  costs  and necessary disbursements in connection therewith in
addition  to  any  other  relief  to  which  such  party  may  be  entitled.

     8.8     Counterparts.  This Agreement 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.


                                      -24-
<PAGE>
     8.9     Severability.  In the event that any provision of this Agreement or
             ------------
the  Notes  becomes  or  is  declared by a court of competent jurisdiction to be
illegal,  unenforceable  or  void, this Agreement or the Notes shall continue in
full  force  and  effect  without  said  provision.

     8.10     Assignment.  None  of  the Borrower or either Guarantor may assign
              ----------
this  Agreement  or  any Note, or any of its rights and obligations hereunder or
thereunder,  to  any  person  other  than  an Acquiror without the prior written
consent  of  the  Tranche A Majority Lenders and the Tranche B Majority Lenders;
provided, that Parent will have the right to assign this Agreement and any Note,
  ------
and  its rights and obligations hereunder or thereunder to Vsource, and upon any
such assignment the Parent will have no further obligations under this Agreement
or  any such Note whatsoever. No Lender may assign or transfer this Agreement or
any  Note,  or any of its rights and obligations hereunder or thereunder, to any
person  without  the  prior  delivery  to  the  Borrower  of  a  letter or other
instrument  satisfactory  to  the  Borrower  signed  by the proposed assignee or
transferee  pursuant to which such proposed assignee or transferee makes each of
the  representations,  warranties  and  agreements set forth in Section 6 hereof

     8.11     Amendment  to  Debenture.  The  Debenture,  dated  April  6, 2001,
              ------------------------
between NetCel360 Sdn Bhd and the Lenders named therein (each of whom is a party
to  this  Agreement) is hereby amended as set forth in Exhibit H hereto, and the
                                                       ---------
parties  hereby  agree  to  execute  such documents and do such things as may be
necessary  to  effect  such  amendment  and  to  maintain  the security interest
described  in  the  Debenture.


                                      -25-
<PAGE>
The  foregoing  Amended and Restated Bridge Loan Agreement is hereby executed as
of  the  date  first  above  written.

                                THE  BORROWER:

                                NETCEL360.COM  LIMITED



                                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


<PAGE>
                                THE  LENDERS:


                                PHILLIP  E.  KELLY



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

                                DENNIS  SMITH



                                /s/  Dennis  Smith
                                    ------------------------
                                    Name:  Dennis  Smith
                                    Address:  c/o  NetCel360  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:


                                BAINLAB,  INC.



                                By: __________________________________
                                Name:
                                Title:



<PAGE>
                               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:


                                CSFB  ASIANET  IEP,  LTD.



                                By: __________________________________
                                Name:
                                Title:


                                CSFB  ASIANET  CO-INVESTORS,  LTD.



                                By: __________________________________
                                Name:
                                Title:


<PAGE>
                               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:


                               NEW  MEDIA  INVESTORS  VI,  L.L.C.



                               By:     ________________________________
                               Name:
                               Title:


<PAGE>
<TABLE>
<CAPTION>
                                    SCHEDULE 1A

                              Tranche A Lenders List

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

Phillip Kelly                          $    920,487  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                           $    537,132  c/o NetCel360 Hong Kong Limited
                                                     5th Floor, AXA Centre
                                                     151 Gloucester Road
                                                     Wanchai, Hong Kong
                                                     Tel: 852-2259-7878
                                                     Fax: 852-2523-1344

BAPEF Investments XII, Ltd.            $    409,920  c/o International Private Equity Services Ltd.
                                                     P.O. Box 431
                                                     13-14 Victoria Road
                                                     Gurnsey, UK
                                                     GY13ZD
                                                     Attn: Connie Helyar
                                                     Tel: 44-1481-713-843
                                                     Fax: 44-1481-715-219

G5 Partners, LP                        $     40,992  Apt. 2169, Tower 12
                                                     Hong Kong Park View
                                                     88 Tai Tam Reservoir Road
                                                     Hong Kong
                                                     Attn: Stewart Homler
                                                     Tel: 852-2101-7128
                                                     Fax: 852-2812-7128

bainlab, Inc.                          $      3,075  c/o Bain & Company, Inc.
                                                     Two Copley Place
                                                     Boston, MA 02116
                                                     USA
                                                     Attn: Michael V. Cannuscio
                                                     Tel: 617-572-2194
                                                     Fax: 617-572-2992

Charles Longley                        $     18,000  c/o DHL International HK Ltd.
                                                     23/F, Shui On Centre
                                                     6-8 Harbour Road, Wanchai
                                                     Hong Kong
                                                     Attn: Charles Longley, CEO
                                                     Tel: 852-2582-2626
                                                     Fax: 852-2802-0303

Stephen Stonefield                     $     31,500  c/o Credit Suisse First Boston
                                                     1 Raffles Link
                                                     #03-01, #04-01
                                                     Singapore 039393
                                                     Attn: Stephen Stonefield
                                                     Tel: 65-212-2288
                                                     Fax: 65-2122-2299


<PAGE>
                                                             Contact
                                                            -----------
      Name of Lender                   Loan Amount          Information
      --------------                   ------------         -----------
CSFB AsiaNet Tech Co-Investors, Ltd.   $     44,117  c/o Credit Suisse First Boston Hong Kong Branch
CSFB AsiaNet IEP, Ltd.                 $    115,675  45/F, Two Exchange Square
CSFB AsiaNet Co-Investors, Ltd.        $     19,548  Central
                                                     Hong Kong
                                                     Attn: Peter Thomas
                                                           Michael Chae
                                                     Tel: (852) 2101-7140
                                                     Fax: (852) 2101-7720

                                                     copy to:
                                                     Credit Suisse First Boston Advisory Partners, LLC
                                                     Eleven Madison Avenue, 26th Floor
                                                     New York, NY 10010-3629
                                                     Attn: Ken Lohsen
                                                     Tel: (212) 325-5744
                                                     Fax: (212) 325-8436

                                                     copy to:
                                                     Credit Suisse First Boston
                                                     2400 Hanover Street
                                                     Palo Alto, CA 94304
                                                     Attn: Andrew Kiang, John Bateman
                                                     Tel: (650) 614-5000
                                                     Fax: (650) 614-5030

Morton Topfer                          $     22,500  c/o Castletop Capital
                                                     5000 Plaza on the Lake
                                                     Suite 170
                                                     Austin, TX 78746
                                                     USA
                                                     Tel: 512-329-6600
                                                     Fax: 512-329-6642

Asia Internet Investment Group I, LLC  $     44,012  c/o Mercantile Equity Partners
                                                     1372 Shermer Road
                                                     Northbrook, IL 60062
                                                     USA
                                                     Attn: Steven Edelson
                                                     Tel: 847-509-3711
                                                     Fax: 847-509-3715

New Media Investors VI, L.C.C.         $     43,042  c/o Jenzabar, Inc.
                                                     17 Sellers Street
                                                     Cambridge, MA 02139
                                                     USA
                                                     Attn: Robert A. Maginn, Jr.
                                                     Tel: 617-492-9099
                                                     Fax: 617-492 9081
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE IB

                             Tranche B Lenders List

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

Phillip Kelly                          $    712,500  c/o NetCel360 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 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 A

                             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                                                    May __, 2001


     NetCel360.com  Limited, 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 as of the
same  date hereof (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$2,500,000  (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 Loan
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 Loan Agreement
or  the Debenture, 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  entered  into  by  NetCel360  Sdn  Bhd.

     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  LIMITED


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________


                                AS  GUARANTORS:
                                NETCEL360  HOLDINGS  LIMITED


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________



                                NETCEL360  SDN  BHD


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________


<PAGE>
                                    EXHIBIT B

                             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                                                    May __, 2001


     NetCel360.com  Limited, 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 the
same  date hereof (the "Agreement") on the Tranche B Maturity Date the principal
amount  set  next  to each Tranche A Lender's name in such Schedule 1B, 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 5% 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 Loan
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 Loan Agreement
or  the Debenture, 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 Lenders
in  the  required  currency  as aforesaid forthwith upon receiving the Tranche B
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  entered  into  by  NetCel360  Sdn  Bhd.

     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  LIMITED


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________


                                AS  GUARANTORS:
                                NETCEL360  HOLDINGS  LIMITED


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________



                                NETCEL360  SDN  BHD


                                By:_____________________________
                                Name:___________________________
                                Title:__________________________


<PAGE>

                                    EXHIBIT F

                               REGISTRATION RIGHTS
                               -------------------

     Section  1.1  Definitions.  The following terms when used in this Exhibit F
                   -----------
shall  have the following meanings (such definitions to be equally applicable to
the  singular  and  plural  forms  thereof):

     "Holder"  shall  mean  any  Lender.

     "Registrable  Securities"  shall mean any shares of Common Stock of Vsource
issued to a Lender pursuant to Section 3.3 of this Agreement (the "Shares") held
by a Holder and any equity securities of Vsource issued or issuable with respect
to  Shares  by  way  of  a stock dividend or stock split or in connection with a
combination  of  shares,  recapitalization,  merger,  consolidation  or  other
reorganization  and  held by a Holder; provided, however, that any share of such
securities  shall  cease  to  be  a Registrable Security when (i) a registration
statement  covering such Registrable Security has been declared effective by the
Commission  and such securities have been disposed of pursuant to such effective
registration  statement  or  (ii)  such securities are distributed to the public
pursuant to Rule 144 (or any similar or successor provision then in force) under
the  Securities  Act.

     Section  1.2  Registration  Procedures.  Vsource  shall:
                   ------------------------

     (a)  Prepare  and  file  with  the Commission a registration statement with
respect  to  the  Registrable  Securities (which registration statement may also
include  securities  held  by  other holders of Vsource Common Stock) within the
later  of  (a)  six (6) months after the closing of the Acquisition, and (b) one
(1) month after an issuance of Vsource common stock pursuant to Section 3.3, and
use  its  reasonable  efforts  to  (A) have such registration statement declared
effective  within  two (2) months after such registration statement was required
to  be filed, and (B) cause the registration statement to remain effective until
the  earlier  of (i) the date when all Registrable Securities have been sold, or
(ii)  one  (1)  year  after  such  registration  statement is declared effective
(unless  Vsource  is,  and  remains,  eligible  to use Form S-3 or any successor
short-form  form  registration  statement,  in  which case the period shall be 2
years)  provided  however, that such 1-year period (or 2-year period as the case
may  be)  shall be extended for a period of time equal to the period the Holders
refrain from selling any securities included in such registration at the request
of  an  underwriter  of  Vsource  Common  Stock (or other securities of Vsource)
pursuant  to  Section  1.5  and  for a period of time equal to the period during
which Registrable Securities could not be sold pursuant to a notice delivered by
Vsource  pursuant  to  Section  1.2(d);

     (b)  Use its reasonable efforts to prepare and file with the Securities and
Exchange  Commission  (the  "Commission")  such  amendments  and  supplements
(including  post-effective  amendments)  to such registration statements and the
prospectuses  used  in  connection  therewith  as  may  be necessary to keep the
registration  statements  effective for the period referred to in clause (a) and
comply  with  the  provisions  of  the  Securities  Act of 1933, as amended (the
"Securities  Act")  with respect to the disposition of all securities covered by
the  registration  statement  during such period in accordance with the intended
methods  of  disposition  by  the  sellers thereof set forth in the registration
statement;

          (c)  Furnish  to  each Holder of Registrable Securities such number of
copies  of  the  registration  statement,  each amendment and supplement thereto
(including  post-effective  amendments),  the  prospectus  included  in  the
registration  statement  (including  each preliminary prospectus) and such other
documents  as  such  Holder  may  reasonably  request in order to facilitate the
disposition  of  the  Registrable  Securities  owned  by  such  Holder;


<PAGE>
          (d)  Notify  each  Holder  of such Registrable Securities, at any time
when  a  prospectus  relating  thereto  is  required  to  be delivered under the
Securities  Act,  of  the  happening  of  any  event  as  a  result of which the
prospectus  included in such registration statement contains an untrue statement
of  a  material  fact or omits any fact necessary to make the statements therein
not  misleading,  and  promptly  prepare  and  file  a  supplement  or amendment
(including  post-effective  amendments) to the prospectus so that, as thereafter
delivered  to  the  purchasers  of  such Registrable Securities, such prospectus
shall  not  contain  an untrue statement of a material fact or omit to state any
fact  necessary  to  make  the  statements  therein  not  misleading;

     (e)  Cause  all  such  Registrable  Securities  registered pursuant to this
Agreement  to  be  listed on each securities exchange or market on which similar
securities  issued  by  Vsource  are  then  listed,  if  any;

     (f)  Use  reasonable efforts to register and qualify the securities covered
by  such  registration statement under such other securities or Blue Sky laws of
such  jurisdictions  as  shall  be reasonably requested by the Holders, provided
that  (a)  if  Vsource's  shares  are  no longer listed on a national securities
exchange  or  traded  on  the  Nasdaq  national market then the Holders may only
request  such  registration  and qualification in up to 10 jurisdictions and (b)
Vsource  shall not be required in connection therewith or as a condition thereto
to  qualify to do business or to file a general consent to service of process in
any such states or jurisdictions unless Vsource is already subject to service in
such  jurisdiction  and  except  as  may  be required by the Securities Act; and

     (g)  Advise  each  seller of such Registrable Securities, promptly after it
shall  receive  notice  or obtain knowledge thereof, of the issuance of any stop
order  by  the  Commission  suspending  the  effectiveness  of such registration
statement  or  the  initiation or threatening of any proceeding for such purpose
and  promptly  use its best efforts to prevent the issuance of any stop order or
to  obtain  its  withdrawal  if  such  stop  order  should  be  issued.

     Section  1.3  Registration  Expenses.
                   ----------------------

     (a)  All  expenses  incident to Vsource's performance of or compliance with
this  Agreement,  including without limitation all registration and filing fees,
fees  and  expenses  of  compliance  with  securities or blue sky laws, printing
expenses, messenger and delivery expenses, and fees and disbursements of counsel
for  Vsource,  reasonable  fees and disbursements of one counsel for the Holders
and  all independent certified public accountants, and other Persons retained by
Vsource  (all  such expenses being herein called "Registration Expenses"), shall
be  borne  by  Vsource,  and Vsource shall pay its internal expenses (including,
without  limitation,  all  salaries  and  expenses of its officers and employees
performing  legal  or  accounting  duties),  the  expense of any annual audit or
quarterly  review,  the  expense of any liability insurance and the expenses and
fees  for listing the securities to be registered on each securities exchange on
which  similar  securities  issued  by  Vsource  are  then listed or on the NASD
automated  quotation system if the common stock of Vsource is listed on any such
exchange  or  system.

     (b)  To  the  extent  Registration  Expenses are not required to be paid by
Vsource,  each Holder of securities included in any registration hereunder shall
pay  those  Registration  Expenses allocable to the registration of the Holder's
securities  so included, and any Registration Expenses not so allocable shall be
borne  by  all  sellers  of  securities  included  in  the  registration

     Section  1.4  Indemnification.
                   ---------------

     (a)  Vsource  agrees  to  indemnify,  to  the extent permitted by law, each
Holder  of Registrable Securities, its affiliates and their respective officers,
directors,  employees  and  agents,  as  the  case  may  be, and each Person who
controls  the  Holder  (within  the  meaning of the Securities Act), against all
losses,  claims,  damages,  liabilities  and  expenses  caused  by any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement  under which Registrable Securities were registered, any prospectus or


<PAGE>
preliminary  prospectus contained therein or any amendment thereof or supplement
thereto  or  any  omission or alleged omission of a material fact required to be
stated  therein  or  necessary  to  make  the statements therein not misleading,
except  insofar  as  the  same  are  caused  by  or contained in any information
furnished  in  writing  to  Vsource  by such Holder expressly for use therein as
provided  in  Section  1.4(b)  below.

     (b)  In  connection  with  any  registration statement in which a Holder of
Registrable Securities is participating, each Holder shall furnish to Vsource in
writing  such  information and affidavits as Vsource reasonably requests for use
in  connection  with  any  such registration statement or prospectus and, to the
extent permitted by law, shall indemnify Vsource, its directors and officers and
each  Person  who  controls  Vsource  (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue  or  alleged  untrue  statement  of  material  fact  contained  in  the
registration  statement,  prospectus  or preliminary prospectus or any amendment
thereof  or supplement thereto or any omission or alleged omission of a material
fact  required  to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by the Holder;
provided,  however, that such Holder shall not be liable in any such case to the
extent  that any alleged losses or damages result from the failure of Vsource to
promptly  amend  or  take  action to correct or supplement any such registration
statement  or  prospectus  on the basis of corrected or supplemental information
provided  in  writing  by  such  Holder  to  Vsource expressly for such purpose;
provided,  further, that the obligation to indemnify shall be individual to each
Holder and shall be limited to the net amount of proceeds received by the Holder
from  the sale of Registrable Securities pursuant to the registration statement.

     (c)  Any Person entitled to indemnification hereunder shall (i) give prompt
written  notice  to the indemnifying party of any claim with respect to which it
seeks  indemnification  (provided,  however, that the failure of any indemnified
party to give notice shall not relieve the indemnifying party of its obligations
under  this  Section  1.4,  except  to the extent that the indemnifying party is
actually  prejudiced  by  such  failure  to  give  notice)  and  (ii) permit the
indemnifying  party  to  assume  and  undertake  the  defense of such claim with
counsel reasonably satisfactory to the indemnified party.  After notice from the
indemnifying  party of its election to undertake and assume the defense thereof,
the  indemnifying  party  shall  not be liable to such indemnified party for any
legal  expenses  subsequently  incurred  by such indemnified party in connection
with  the  defense  thereof.  The indemnifying party shall not be subject to any
liability  for  any  settlement  made  by  the  indemnified  party  without  the
indemnifying  party's  advance  written  consent  (but such consent shall not be
unreasonably  withheld).  The  indemnifying  party  shall  not  consent  to  a
settlement of, or the entry of any judgment arising from, any third party claim,
unless  (i)  the  settlement  or  judgment  is  solely for money damages and the
indemnifying party admits in writing its liability to hold the indemnified party
harmless  from and against any losses, damages, expenses and liabilities arising
out  of  such  settlement  or  judgment  or  (ii) the indemnified party consents
thereto,  which  consent  shall  not  be unreasonably withheld.  An indemnifying
party  who elects not to assume the defense of a claim shall not be obligated to
pay  the  fees and expenses of more than one counsel for all parties indemnified
by  the  indemnifying party with respect to such claim, unless in the reasonable
judgment  of any indemnified party, a conflict of interest may exist between the
indemnified party and any other of such indemnified parties with respect to such
claim.

     (d)  The  indemnification  provided for under this Section 1.4 shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  indemnified  party  or  any officer, director or controlling Person of such
indemnified  party  and  shall survive the transfer of securities.  Vsource also
agrees  to  make  such provisions as are reasonably requested by any indemnified
party  for  contribution  to the party in the event Vsource's indemnification is
unavailable  for  any  reason.

     (e)  If  the indemnification provided for in paragraphs (a) and (b) of this
Section 1.4 is unavailable or insufficient to hold harmless an indemnified party
under such paragraphs in respect of any losses, claims, damages, liabilities and
expenses  in  respect  thereof referred to therein, then each indemnifying party
shall  in  lieu  of indemnifying such indemnified party contribute to the amount


<PAGE>
paid  or  payable  by such indemnified party as a result of such losses, losses,
claims,  damages,  liabilities  or expenses in such proportion as appropriate to
reflect  the relative fault of Vsource, on the one hand, and the sellers of such
Registrable  Securities  on  the  other,  in  connection  with the statements or
omissions  which  resulted  in  such  losses,  claims,  damages,  liabilities or
expenses,  as well as any other relevant equitable considerations, including the
failure  to  give  any  notice  under  paragraph  (c)  of this Section 1.4.  The
relative  fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact relates to information
supplied  by  Vsource,  on  the  one  hand,  or  the sellers of such Registrable
Securities  on  the  other hand, and to the parties' relative intent, knowledge,
access  to  information  and opportunity to correct or prevent such statement or
omission.  Vsource and the sellers of Registrable Securities agree that it would
not  be  just  and  equitable  if  contributions pursuant to this paragraph were
determined  by  pro  rata  allocation  (even  if  all  of  the  sellers  of such
Registrable  Securities  were  treated as one entity for such purpose) or by any
other  method  of  allocation  which  did  not  take  account  of  the equitable
considerations  referred to above in this paragraph.  The amount paid or payable
by  an indemnified party as a result of the losses, claims, damages, liabilities
or  action  in  respect  thereof,  referred to above in this paragraph, shall be
deemed  to  include  any  legal  or  other  expenses reasonably incurred by such
indemnified  party in connection with investigating or defending any such action
or  claim.  Notwithstanding  the provisions of this paragraph, no seller of such
Registrable  Securities  shall be required to contribute any amount in excess of
the  total  proceeds  received  from  the  sale  of  such  seller's  Registrable
Securities.

     Section  1.5  Lockup  Agreement.  Each Holder agrees in connection with any
                   -----------------
underwritten public sale or distribution of the Common Stock by Vsource pursuant
to  a registration statement filed with the Commission, that upon the request of
Vsource,  such  Holder  shall  not sell, make any short sale of, loan, grant any
option  for  the purchase of, or otherwise dispose of any Registrable Securities
without  the  prior  written consent of Vsource, for such period of time (not to
exceed  180  days  after  the  effective date of such registration statement) as
Vsource  may  reasonably  request,  provided, that all officers and directors of
Vsource, all securityholders who hold at least one percent of the Vsource Common
Stock,  on a fully-diluted basis, and all other persons with registration rights
(whether  or  not  pursuant  to  this  Agreement) enter into similar agreements.
Notwithstanding  the  foregoing,  the  obligations described in this Section 1.5
shall  not  apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or
a registration relating solely to an Commission Rule 145 transaction on Form S-4
or  similar  forms  which  may  be  promulgated  in  the  future.

     Section  1.6  Reports  Under  Securities  Exchange.  With  a view to making
                   ------------------------------------
available  to  the  Holders  the  benefits  of  Rule  144  promulgated under the
Securities  Act  and  any other rule or regulation of the Commission that may at
any  time  period  a  Holder to sell securities of Vsource to the public without
registration  or  pursuant  to a registration on Form S-3, Vsource agrees to use
its  reasonable  efforts  to:

          (a)  make  and  keep  public information available, as those terms are
     understood  and  defined in Commission Rule 144, so long as Vsource remains
     subject  to  the periodic reporting requirements under Sections 13 or 15(d)
     of  the  Exchange  Act;

          (b)  take such action as is necessary to enable the Holders to utilize
     Form  S-3  for  the  sale  of  their  Registrable  Securities;

          (c)  file with the Commission in a timely manner all reports and other
     documents  required  of  Vsource  under the Securities Act and the Exchange
     Act;  and

          (d)  furnish to any Holder, so long as the Holder owns any Registrable
     Securities, forthwith upon request (i) a written statement by Vsource as to
     whether  it has complied with the reporting requirements of Commission Rule


<PAGE>
     144,  the  Securities  Act  and the Exchange Act, or that it qualifies as a
     registrant whose securities may be resold pursuant to Form S-3, (ii) a copy
     of  the  most  recent  annual or quarterly report of Vsource and such other
     reports  and  documents  so  filed  by  Vsource  ,  and  (iii)  such  other
     information  as  may  be reasonably requested in availing any Holder of any
     rule  or regulation of the Commission which permits the selling of any such
     securities  without  registration  or  pursuant  to  such  form.

     Section  1.7  Termination.  Except  for  Section  1.4  which  shall survive
                   -----------
indefinitely,  the  provisions of this Exhibit F shall terminate with respect to
each  Holder of Registrable Securities on the earlier of (a) the date that there
are  no  longer  any  Registrable Securities, and (b) the date when no shares of
Vsource's  common  stock are registered under the Exchange Act and Vsource is no
longer  required  to  make  any  filings  under  the  Exchange  Act.

References  to Sections in the Exhibit F refer to Sections in this Exhibit F and
not  to  Sections  in  the  Agreement.


<PAGE>
                                    EXHIBIT G
                            ANTI-DILUTION PROTECTIONS
                            -------------------------

(a)  EXCHANGE  FACTOR  ADJUSTMENTS. The Exchange Factors shall be subject to the
following  adjustments:

     (1)  Adjustment  for  Stock  Splits and Combinations. If Vsource, Inc. (the
          -----------------------------------------------
          "Corporation")  at  any  time  or from time to time after May __, 2001
          (the  "Pricing Date") effects a subdivision of the common stock of the
          Corporation  (the  "Common  Stock"),  by stock split or otherwise, the
          Exchange  Factors  then  in effect immediately before that subdivision
          shall  each  be  proportionately  decreased;  and,  conversely, if the
          Corporation  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 Exchange Factors then in effect immediately
          before  that  combination  shall  be  proportionately  increased.  Any
          adjustment  under  this  Clause  (a)(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
          ----------------------------------------------------
          Corporation  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 Exchange Factors 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
          Exchange  Factors  then  in  effect by a fraction (a) 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 (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  Exchange  Factors  shall  be  recomputed
          accordingly  as  of  the close of business on such record date or date
          fixed  therefor  and thereafter the Exchange Factors shall be adjusted
          pursuant  to  this  Clause  (a)(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
          ------------------------------------------------------
          Corporation  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 Corporation other than shares of Common


<PAGE>
          Stock,  then  and  in each such event, provision shall be made so that
          each  Lender,  to  the  extent the Borrower determines to exercise its
          exchange  rights  under  Section  3.3,  shall  receive upon conversion
          thereof,  in  addition  to  the  number  of  shares  of  Common  Stock
          receivable  thereupon,  the  amount  of  securities of the Corporation
          which  it  would  have received had such Lender's Loans 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 hereunder with respect to the rights of such
          Lender.

     (4)  Adjustment for Recapitalization, Reclassification, or Exchange. If the
          --------------------------------------------------------------
          Common  Stock  issuable upon the exchange of the Loans is changed into
          the  same  or  a different number of shares of any class or classes of
          stock  of  the  Corporation,  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  Clause  (a)),  then  and  in any such event each Lender shall be
          entitled, if the Borrower elects to exercise its exchange rights under
          Section  3.3, to receive in exchange for its Loans 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 Loans then owed to
          such  Lender  could  be  exchanged  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  shares,  provided for elsewhere in this Clause (a)) or a
          merger  or  consolidation  of  the  Corporation  with  or into another
          corporation,  or  the  sale  of  all  or  substantially  all  of  the
          Corporation'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  Lender  shall thereafter be entitled, to the
          extent  that the Borrower elects to exercise its exchange rights under
          Section  3.3,  to  receive  upon  exchange  of such Lender's Loans the
          number  of  shares  of  stock  or  other securities or property of the
          Corporation,  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
          Clause  (a) with respect to the rights of each Lender, if the Borrower
          elects  to  exercise  its exchange rights under Section 3.3, after the
          capital  reorganization, merger, consolidation or sale to the end that
          the  provisions  of  this  Clause  (a) (including the number of shares
          deliverable  upon  conversion or exchange of the Loans) shall continue
          to be applicable after that event and shall be as nearly equivalent to
          the  provisions  hereof  as  may  be  practicable.


<PAGE>
     (6)  Sale  of Shares Below Exchange Factor. (A) If at any time or from time
          --------------------------------------
          to time after the Pricing Date, the Corporation issues or sells, or is
          deemed  by the express provisions of this Clause (a)(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  Clause  (a)(2)  and other than upon a subdivision or
          combination  of  shares  of Common Stock as provided in Clause (a)(1),
          for  an  Effective  Price  (as hereinafter defined) less than the then
          existing  Tranche  B  Exchange  Factor, then and in each such case the
          then  existing Exchange Factors shall be reduced to an amount equal to
          such  Effective  Price;  and

          (B)  For  the  purpose  of  making  any adjustment required under this
               Clause  (a)(6), the consideration received by the Corporation 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  Corporation, (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  Corporation  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 Clause
               (a)(6),  if the Corporation 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 Tranche B Exchange Factor then
               in  effect,  then in each case the Corporation 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  Corporation 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  Corporation 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 Corporation
               (other  than  by  cancellation  of  liabilities  or  obligations
               evidenced  by  such  Convertible  Securities) upon the conversion
               thereof.  No  further adjustment of the Exchange Factor, adjusted
               upon  the  issuance  of  such  rights,  options  or  Convertible


<PAGE>
               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 Exchange Factors as
               adjusted upon the issuance of such rights, options or Convertible
               Securities  shall  be  readjusted  to  the Exchange Factors 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 Corporation upon
               such  exercise, plus the consideration, if any, actually received
               by  the  Corporation  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  Corporation  (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  by the Corporation after the Pricing Date,
               whether  or  not  subsequently  reacquired  or  retired  by  the
               Corporation,  other  than: (A) shares of Common Stock issued upon
               conversion  of  the  Loans  or  any  other options or warrants or
               convertible  securities  outstanding  or  issuable on the Pricing
               Date;  (B)  shares  of  Common  Stock  issuable  or issued to the
               directors,  officers  and  employees  of  or  consultants  to the
               Corporation;  (C)  shares  of  Common Stock issuable or issued as
               part  of  an  acquisition by the Corporation of all of or certain
               assets (including technology rights) or shares of another company
               or  entity  whether  through  a  purchase,  merger,  exchange,
               reorganization  or  the like; (D) shares of Common Stock issuable
               or  issued  pursuant  to  equipment  financing  or  leasing
               arrangements;  or  (E)  shares issued in a public offering of the
               Corporation's  securities.  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
               Corporation  under  this  Clause  (a)(6),  into  the  aggregate
               consideration  received,  or  deemed to have been received by the
               Corporation  for  such  issue  under this Clause (a)(6), for such
               Additional  Shares  of  Common  Stock.  "Other  Securities"  with
               respect  to an issue or sale of Additional Shares of Common Stock
               shall  mean (i) preferred stock, debentures and notes convertible
               into  Common  Stock,  and  (ii)  options  or warrants to purchase
               Common  Stock  at  a  price  that  is  no greater than 95% of the
               Effective  Price  of  such  issue or sale of Additional Shares of
               Common  Stock.  The  "number of shares of Common Stock underlying
               Other  Securities"  on a particular date shall mean the number of
               shares  of Common Stock issuable upon the exercise or conversion,


<PAGE>
               as  the  case  may  be,  of such Other Securities at the close of
               business on such date but only to the extent that (i) the holders
               thereof  have the fully vested legal right to exercise or convert
               such Other Securities on such date and to retain the Common Stock
               issued  upon  such  exercise or conversion or (ii) in the case of
               the  Loans,  the  Borrower has the right to convert such Loans to
               Common  Stock  under  Section  3.3;  it being understood that for
               purposes  of  determining  the  "number of shares of Common Stock
               underlying  Other  Securities" in respect of the Tranche A Loans,
               the applicable Exchange Factor shall, solely for purposes of this
               Clause  (a)(6)(A)(I)  be  the  Tranche  B  Exchange  Factor.

     (7)  Upon the occurrence of each adjustment or readjustment of the Exchange
          Factor,  the  Borrower  at  its  expense  shall  promptly compute such
          adjustment  or  readjustment  in accordance with the terms hereof, and
          shall  prepare  and furnish to the Lenders a certificate setting forth
          such  adjustment  or readjustment and showing in detail the facts upon
          which  such  adjustment  or  readjustment  is  based.


<PAGE>
                                    EXHIBIT H

                             AMENDMENT TO DEBENTURE
                             ----------------------

     The  recitals  set  forth  in  the  Debenture, dated April 6, 2001, between
NetCell  360  Sdn  Bhd  and  the  Lenders  named  therein are hereby amended and
restated  as  follows:

WHEREAS:

(A)  By a Bridge Loan Agreement (the "Existing Loan Agreement") executed between
     NetCel360.com  Limited, a Cayman Islands company (the "Borrower), NetCel360
     Holdings  Limited  (the  "Parent"), the Chargor and the Lenders as of April
     16, 2001, the Lenders extended to the Borrower a loan (the "Existing Loan")
     in United States Dollars of USD 2,250,000 upon the terms and conditions set
     out  therein.

(B)  By  and Amended and Restated Loan Agreement (the "Loan Agreement") executed
     between  the  Borrower,  the  Parent  and  the  Lenders as of the same date
     hereof, certain of the Lenders have agreed to extend to the Borrower a loan
     (the "New Loan") in United States Dollars of up to 3,000,000 upon the terms
     and  conditions  set  forth therein. The Existing Loan and the New Loan are
     hereinafter  referred  to  collectively  as  the  "Loan".

(C)  In  consideration  of  the  Lenders  having  agreed to make the Loan to the
     Borrower,  the  Parent  and  the Chargor have agreed to unconditionally and
     irrevocably  guarantee,  on  a  joint  and  several basis, repayment of the
     principal  amount  of the Loan and interest accrued thereon on the time and
     date  specified for such payment in the Loan Agreement, and the Chargor ahs
     agreed  to  execute and deliver to and in favour of the Lenders, this Deed,
     as amended, supplement or modified from time to time (the "Deed"), upon the
     terms  and  conditions  herein.


<PAGE>
     The  following  Schedules  and  Exhibits to the Amended and Restated Bridge
Loan Agreement have not been filed as part of this Form 8-K.  The Company agrees
to furnish supplementally to the Commission, upon request, a copy of all omitted
schedules.

Schedule     Description
--------     -----------

4.1(b)       Authorized,  Issued  and  Outstanding  Capital  Stock
4.1(l)       Subsidiaries  and  Other  Holdings
4.1(q)       Assets  and  Services  Provided  to  Employees
4.1(w)       Confidentiality  Provisions

Exhibit      Description
-------      -----------

C            From  of  Debenture
Exhibit E-1  Opinion  of  Cayman  Islands  Counsel
Exhibit E-2  Opinion  of  Malaysian  Counsel


<PAGE>