________________________________________

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT
                    ________________________________________




                                 BY AND BETWEEN


                                NETCEL360.COM LTD


                                       AND


                                 DENNIS M. SMITH




                            DATED AS OF JUNE 22, 2001


<PAGE>
This  EMPLOYMENT  AND  NON-COMPETITION  AGREEMENT dated as of June 22, 2001 (the
"Effective  Date"),  by  and between NetCel360.com Ltd, a Cayman Islands company
(the  "Company"),  and  Dennis  M.  Smith  ("Employee").

     In  consideration  of  Employee's  continued employment by the Company, the
parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Subject  to  earlier termination in accordance with Sections
contained  within, this Agreement shall be an at-will agreement commencing as of
the  Effective  Date.

     a.     Duties.  The  Company  agrees to employ Employee and Employee agrees
            ------
to serve the Company, as its Chief Strategy Officer, subject to the direction of
the  Board of Directors of the Company (the "Board"), and to have such authority
and  duties relative to the operation of the Company as may be determined by the
Board.  In  addition,  Employee  agrees,  if  requested  by  Vsource,  Inc., the
Company's  parent ("Vsource"), to serve as a Director and Chief Strategy Officer
of  Vsource  subject to the direction of the Board of Directors of Vsource, with
such  authority  and  duties  relative  to  the  operation  of Vsource as may be
determined  by  the  Board  of  Directors  of  Vsource.

     b.     Term.  The  initial  term  of  this  Agreement  shall  be  from  the
            ----
Effective  Date  hereof until the day that is two years after the Effective Date
(the  "Initial  Term").  This Agreement shall renew automatically for additional
one (1) year terms unless either party gives notice of termination not less than
90  days  prior  to  the  end  of  the  existing  term.

     c.     Best  Efforts.  During  the  term  of  his  employment  under  this
            -------------
Agreement,  Employee  shall devote his full business time, attention, skill, and
efforts  to  the  faithful performance of his duties hereunder, and will use his
best  efforts  to  advance  the  interests  of the Company, the Company's parent
company  and  any  subsidiaries  thereof  (the  "Vsource  Companies").

     d.     Eligibility.  This  Agreement  and the benefits contained herein are
            -----------
contingent  upon  Employee's  being  authorized  to  work and reside in the host
country  in  which the Company elects to base Employee (the "Host Country").  If
Employee  loses  his  authorization to work in the Host Country at any time, for
any  reason  during  the  life  of  this  Agreement,  the  Company will consider
Employee's  circumstances, but may, at its sole discretion, consider all, or any
portion  of  this  Agreement  void.

     e.     Statutory  Benefits.  Employee  understand  and  agree  that  the
            -------------------
differential  payments  and  adjustments  described  below  as well as any other
allowances  or  gratuities  provided by the Company under this Agreement are, at
the election of the Company, in substitution for the statutory benefits required
under  the laws of the Host Country to compensate employees who are not entitled
to  receive  these  contractual  benefits.

2.     COMPENSATION.  The  Company  shall  pay to Employee, as consideration for
the services to be rendered by Employee hereunder, a base salary of US$66,562.50
per year (the "Base Salary").  Employee shall be eligible for a target incentive
bonus  ("Bonus") equal to 100% of Employee's Base Salary, which shall be payable
upon  the  achievement  of  performance  targets  to  be set by the Compensation
Committee  of  Vsource's  Board  of  Directors  (the  "Compensation Committee").


<PAGE>
3.     STOCK  OPTIONS,  RESTRICTED  STOCK  AND  SIMILAR  TYPES  OF  COMPENSATION
BENEFITS.  Stock  option  grants,  participation in restricted stock programs or
deferred  compensation  programs  and  other similar types of compensation plans
will be decided by the Board of Directors of Vsource but in any event will be on
generally  the  same  terms  and  conditions  made available to other members of
senior  management of the Vsource Companies.  Notwithstanding the foregoing, the
Company  agrees,  subject  to Vsource obtaining approval of its shareholders, to
grant  Employee:

     (a)     an  option  to acquire a number of shares of Vsource's common stock
(the  "Common  Stock")  equal  to  three percent (3.0%) of Vsource's outstanding
Common  Stock, calculated on a fully diluted basis, on the date of grant.  If at
any  time  after  the  issuance  of  such option and prior to February 15, 2002,
Vsource  issues additional shares of Common Stock or securities convertible into
or  exchangeable  for  shares  of  Common  Stock,  then,  subject to shareholder
approval,  the Company shall issue Employee an additional option for a number of
shares  of Common Stock so that in the aggregate Employee will have been granted
options  to  acquire  three  percent  (3.0%) of the Company's outstanding Common
Stock,  calculated  on  a  fully  diluted basis, as of February 15, 2002.  These
options  will  have  an  exercise  price  of  $0.10  per  share and will vest in
accordance  with  the following schedule:  50% will vest on the date hereof, and
the  balance  will  vest  in  a  series  of  four  successive  equal  quarterly
installments of 12.5% each, beginning on the date that is three months after the
date  hereof.  The  other  terms  of  these options will be as determined by the
Board  of  Directors  of  Vsource.

     (b)     an  option  to purchase 1,331,250 shares of Vsource's Common Stock.
This  option  will  have an exercise price of $0.10 per share and will vest in a
series of four successive equal quarterly installments of 25% each, beginning on
the  date  that  is three months after the date hereof.  The other terms of this
option  will  be as determined by the Board of Directors of Vsource.  The option
granted  in  this paragraph (b) will not be included when the Company calculates
the  size  of  the  options  required  to be granted under paragraph (a) of this
Section  3.

     (c)     an  option  to  purchase  229,241 shares of Vsource's Common Stock.
This  option  will  have  an  exercise price of $0.01 per share and 100% of this
option  will  vest on March 23, 2002.  The other terms of this option will be as
determined  by  the  Board  of Directors of Vsource.  The option granted in this
paragraph  (c)  will not be included when the Company calculates the size of the
options  required  to  be  granted  under  paragraph  (a)  of  this  Section  3.

4.     BENEFITS.  All  air  transportation  will  be  Business  Class.

5.     EXPENSES.  Upon presentation of proper vouchers, receipts or other proof,
Employee  shall  be reimbursed promptly by the Company for all reasonable travel
and  other  expenses  incurred  by  Employee  in  connection with performing his
employment  obligations  hereunder.

6.     VACATIONS.  Employee  shall  be  entitled to four (4) weeks paid vacation
per  year  during  the  term  of  his  employment.


                                      -2-
<PAGE>
7.     TERMINATION  OF  EMPLOYMENT.

     a.     By  the  Employee.  Employee's  employment  may  be  terminated  by
            -----------------
Employee, without cause (a "Voluntary Termination") (i) during the Initial Term,
at any time during the period comprised of the last 90 days of the Initial Term,
and  (ii)  at any time after the Initial Term, in each case upon 90 days written
notice  to  the  Company.

     b.     By  the  Company.  Employee's  employment  may  be terminated by the
            ----------------
Company:

          i.     immediately,  in  the  event  that (1) Employee is convicted or
     pleads guilty or nolo contendere to a felony or a crime of moral turpitude,
     (2)  the  Board  determines  in  good  faith that Employee has been grossly
     negligent  or  acted  dishonestly to the material detriment of the Company,
     (3)  Employee  willfully disobeys the instructions or mandates of the Board
     and  such  disobedience  continues  after Employee is afforded a reasonable
     opportunity  to cure such disobedience, or (4) the Board makes a good faith
     determination  that  Employee  has  engaged in actions amounting to willful
     misconduct  or  failed  to  perform  his  duties hereunder and such failure
     continues  after  Employee  is afforded reasonable opportunity to cure such
     failure (each of (1), (2), (3) or (4), refereed to herein as a "Termination
     for  Actual  Cause");  or

          ii.     immediately,  in  the  event  that  Employee  is  indicted  or
     otherwise  formally charged with a felony or a crime of moral turpitude, in
     which  case  the  Board  may,  upon  three (3) days written notice, suspend
     Employee's  employment  by  the Company. Thereafter, all payments of salary
     and  bonuses,  if  any, to which Employee otherwise would be entitled under
     this  Agreement  shall  be paid into an interest bearing escrow account. In
     the  event that Employee shall be acquitted of such charges or such charges
     shall  otherwise be dismissed, Employee shall be reinstated as an employee,
     and all salary and accrued bonuses paid into escrow, plus accrued interest,
     shall  be  paid  to  Employee.  In the event Employee shall be convicted or
     pleads  guilty  or  nolo  contendere  to such charges and his employment is
     terminated  hereunder; all salary and accrued bonuses paid into escrow plus
     accrued  interest,  shall  be paid over to the Company, and for purposes of
     this Agreement, Employee's employment shall be deemed to have terminated as
     of  the  date  of  his  suspension.

          iii.     the  Board  of  Directors,  in  its  discretion,  resolves to
     terminate  Employee's  employment for any reason other than those set forth
     in  sub-sections  b(i)  or  b(ii)  above,  upon 90 days notice to Employee.

     c.     Death of Employee.  In the event of Employee's death during the term
            -----------------
of  his  employment,  Employee's  employment pursuant to this Agreement shall be
deemed  to  have  terminated  on the last day of the calendar month during which
Employee's  death  occurred.

     d.     Disability.  In  the  event Employee is unable to perform his normal
            ----------
duties  by  reason  of  disability,  then  at  the sole discretion of the Board,
Employee's  employment  pursuant to this Agreement may be treated as having been
terminated  on  the  last  day of the calendar month during which Employee shall
have  been  deemed  disabled.  For  purposes of this Section, "disability" shall


                                      -3-
<PAGE>
mean the inability of Employee to perform his normal duties under this Agreement
for a cumulative period in excess of six (6) months within any twelve (12) month
period  due  to illness, injury, incapacity or other disability, either physical
or  mental.

8.   SEVERANCE.

     a.     Voluntary  Termination,  Termination for Actual Cause or Termination
            --------------------------------------------------------------------
Without  Cause.  In  the  event of Voluntary Termination, Termination for Actual
--------------
Cause  or  a  termination by the Company of Employee's employment without cause,
the  Company  shall  pay  to  Employee,  in  full  discharge  of its obligations
hereunder,  Base  Salary  through the date specified in the applicable notice as
the  termination date (the "Termination Date") of his employment; provided, that
in  the  case  of  a  Voluntary  Termination, if the Company permits Employee to
terminate  employment  on  a  date  earlier  than the Termination Date, then the
Company  shall  only  be  obligated  to  pay Employee's Base Salary through such
earlier  date;  and  provided,  further,  that in the case of termination by the
Company  of Employee's employment without cause, the Company may, at its option,
elect  to  pay Employee the Base Salary payable Employee through the Termination
Date,  and  require  Employee  to leave the Company's offices immediately or any
other  time  designated  by  the  Company  prior  to  the  Termination  Date.

     b.     Death  or Disability.  In event Employee's employment by the Company
            --------------------
terminates  on  account of Employee's death or disability, the Company shall pay
to  Employee  (or  his  estate), in full discharge of its obligations hereunder,
Employee's  Base  Salary  through  the  Termination  Date.

9.     NON-COMPETITION.  Employee  covenants  and agrees that during the term of
Employee's  employment  with  the  Company  and  for  a period (the "Non-Compete
Period")  commencing on the Termination Date and ending on the date which is one
(1)  year from the date of the final payment by the Company to Employee pursuant
to  this  Agreement,  Employ will refrain from: (i) directly or indirectly (as a
director,  officer,  employee,  manager,  consultant,  independent  contractor,
advisor  or  otherwise) engaging in competition with, or owning any interest in,
performing  any  services  for,  participating  in  or  being connected with any
business  or  organization  which engages in competition with any of the Vsource
Companies  (ii)  soliciting  directly  or indirectly the patronage of any person
with  whom Employee has had personal contact or dealings on behalf of any of the
Vsource  Companies during the twelve (12) month period immediately preceding the
Termination  Date,  or  (iii)  directly  or indirectly employing, soliciting for
employment,  or advising or recommending to any other person that they employ or
solicit  for  employment,  any  employee  of  any  of  the  Vsource  Companies.

     In  connection  with  the  foregoing provisions of this Section 9, Employee
represents that his experience, capabilities and circumstances are such that the
provisions  of these Sections will not prevent him from earning a livelihood and
that  the  limitations set forth herein are reasonable and properly required for
the  adequate  protection  of  the  Company.


                                      -4-
<PAGE>
9.   CONFIDENTIAL  INFORMATION.

     a.     Non-Disclosure.  Employee  agrees  not  to  use  other  than for the
            --------------
benefit  of  the  Vsource Companies and to keep confidential, during the term of
Employee's  employment  with  the  Company  and  for  at  least  two  (2)  years
thereafter,  all  information  about  the  Vsource  Companies  which the Vsource
Companies  treat  as  confidential,  including,  but not limited to, information
about  customers,  marketing plans, marketing techniques, technical information,
and possible new products or services, except that Employee will not be required
to  keep  particular  items  of  information  confidential  after those items of
information  become  generally  available  to  the  public  without  a breach by
Employee  of  Employee's obligations under this Section.  Employee covenants and
agrees  that  except in the performance of his duties hereunder, he will not, at
any  time,  directly  or  indirectly,  without  the prior written consent of the
Company,  use  or  disclose  to  any  person  any  confidential  or  proprietary
information  ("Confidential  Information")  obtained  or  developed by him while
employed  by  the  Company  relating  to  the business of the Vsource Companies,
except  information which at the time (i) is available to others in the business
or generally known to the public other than as a result of disclosure by him not
permitted  hereunder,  (ii)  is  lawfully acquired from a third party who is not
obligated  to  a  Vsource  Company to maintain such information in confidence or
(iii)  is used in any dispute or proceedings between the parties and/or Employee
is legally compelled to disclose such information; provided, however, that prior
                                                   --------  -------
to  any  such  compelled disclosure, Employee will (a) assert the privileged and
confidential  nature  of  the  Confidential  Information against the third party
seeking disclosure and (b) cooperate fully with the Company or any other Vsource
Company  in protecting against any such disclosure and/or obtaining a protective
order  narrowing  the  scope  of  such disclosure and/or use of the Confidential
Information.  In  the  event  that  such  protection  against  disclosure is not
obtained,  Employee  will  be entitled to disclose the Confidential Information,
but  only  as  and to the extent necessary to legally comply with such compelled
disclosure.

     b.     Disclosure  to the Company.  Employee shall disclose promptly to the
            --------------------------
Company  all  new  discoveries,  ideas,  formulae, products, methods, processes,
designs,  trade secrets, copyrightable material, patentable inventions, or other
useful  technical information or know-how and all improvements, modifications or
alterations  of  existing  discoveries  made,  discovered,  or developed by him,
either  alone  or  in  conjunction  with any other person during the term of his
employment  by  the  Company,  or  using  the  Vsource  Companies'  materials or
facilities,  which  discoveries  or  developments are based on, derived from, or
make  use  of  any information directly related to the business disclosed to, or
otherwise  acquired  by,  Employee  from any of the Vsource Companies during his
employment  by  the  Company.  Employee  agrees  that  any  copyright,  patent,
trademark, or other proprietary rights in any such discoveries shall be the sole
and  exclusive  property  of the Company, and none of the Vsource Companies need
account  to  Employee  for  any  revenue  or  profit  derived  therefrom.  If by
operation  of  law or otherwise, any or all of the items set forth in Section 9,
or  any  component  or  element  thereof,  is  considered to be the intellectual
property  right of Employee, Employee hereby agrees to irrevocably assign to the
Company,  its  successor  and  assigns,  ownership  of  all  United  States  and
international  copyrights  and  all other intellectual property rights available
with  respect  to  each  such element or item.  Employee shall be deemed to have
granted  the  Company  an irrevocable power of attorney to execute as Employee's
agent any and all documents (including copyright registrations) deemed necessary
by  the  Company to perfect the Company's intellectual properly rights in and to
each  of  the  items  set  forth  in  this  Section.


                                      -5-
<PAGE>
     c.     Trade  Secrets.  Employee  agrees, in order to effectuate the intent
            --------------
of the parties hereunder with respect to confidentiality of the trade secrets of
the  Vsource  Companies,  to  return to the Vsource Companies forthwith upon the
request  of  a  Vsource Company or the termination of his employment or promptly
thereafter,  all  documents, materials, photographs, memorandums, and all copies
or  reproductions  hereof,  or  any  property  of  a similar or different nature
containing  information  relating  to  the  business  or  other  Confidential
Information,  whether  such  material  was  furnished  by  a Vsource Company, or
otherwise.  Employee  further  agrees  to  use  his best efforts and to exercise
utmost  diligence  to  protect  and  guard  and keep secret and confidential all
Confidential  Information  that  shall come into his possession by reason of his
employment  by  the  Company.

     d.     Company  Property.  Employee  agrees  to  return  to  the  Vsource
            -----------------
Companies  forthwith  upon the request of any Vsource Company or the termination
of  his  employment  or promptly thereafter, all other properly belonging to the
Vsource  Companies.

11.     DAMAGES.  Employee  acknowledges that the Company may suffer irreparable
harm,  which  cannot readily be measured by monetary terms, if Employee breaches
his  obligations  under  Section  9  or  any other section.  Employee agrees and
acknowledges  that,  in  the  event  of  any  such  breach, the Company shall be
entitled  to  cancel  any  and  all shares, and/or options or rights to purchase
shares, of its or Vsource's capital stock received by the Employee and/or cancel
Employees  rights  to receive additional compensation pursuant to Section 2 or 3
as compensation for services rendered.  Employee further acknowledges and agrees
that  the  Company  may  obtain  injunctive  or  other  equitable relief against
Employee  to  prevent  or  restrain  such  breach  causing  such harm; provided,
however,  that  where such breach involves subject matter that is susceptible of
being  cured,  Employee  will  cure  such breach as promptly as practicable upon
notice  of such breach to Employee.  Such injunctive relief shall be in addition
to  any  other  remedies  the Company might have under this Agreement or at law.

12.     MISCELLANEOUS.

     a.     Notice.  Any  notices  or other communications to Employee or to the
            ------
Company  under  or  relating  to  this  Agreement must be in writing and will be
deemed  given  when delivered in person or sent by facsimile transmission to the
Company  or Employee, as the case may be, at the Company's principal offices, or
on  the  third  day after the day on which mailed to the Company or Employee, as
the case may be, by first class mail addressed to the Company or Employee at the
Company's  principal  offices,  except  that  after  the  term of this Agreement
terminates,  any  notice or other communication to Employee will be deemed given
when  delivered in person or sent by facsimile transmission, or on the third day
after  the  day  on  which mailed by first class mail, to Employee at an address
specified by Employee to the Company in the manner provided in this Section (or,
if  Employee  does  not specify an address, at the Company's principal offices).

     b.     No  Duplication.  The  payments  and  benefits  received by Employee
            ---------------
hereunder  are  in  addition  to,  and not duplicative of, payments and benefits
received  by  Employee under Employee's employment and non-competition agreement
with  NetCel360  Hong  Kong  Limited  dated  as  of  the  same  date  hereof.


                                      -6-
<PAGE>
     c.     Entire  Agreement;  Amendment.  This Agreement represents the entire
            -----------------------------
understanding  of  the  parties  with  respect to the subject matter hereof.  No
termination,  revocation,  waiver, modification, amendment or supplement to this
Agreement  shall  be  binding unless consented to in writing by Employee and the
Company.

     d.     Governing Law.  This Agreement shall be interpreted and construed in
            -------------
accordance  with  the laws of Delaware, without giving effect to the conflict of
laws  provisions  thereof.

     e.     Interpretation.  As  used  in  this  Agreement, the masculine gender
            --------------
shall  include  the  feminine  or neuter gender and the plural shall include the
singular  wherever  appropriate.  The titles of the paragraphs and sections have
been inserted as a matter of convenience of reference only and shall not control
or  affect the meaning or construction of any of the terms or provisions hereof.
Nothing  herein shall be construed against or more favorably toward any party by
reason  of  any  party  having  drafted  this  Agreement  or any portion hereof.

     f.     Severability.  Any  provision  of  this  Agreement  that is invalid,
            ------------
illegal or unenforceable in any jurisdiction shall be automatically reformed and
construed  so  as  to  be valid, operative and enforceable to the maximum extent
permitted  by  law, or if no reformation is permissible, shall be ineffective to
the  extent  of  such  invalidity,  illegality  or  unenforceability  without
invalidating  or  rendering  unenforceable  the  remaining  provisions  of  this
Agreement, and any such invalidity, illegality or unenforceability shall not, of
itself, affect the validity, legality or enforceability of such provision in any
other  jurisdiction.

     g.     Counterparts.  This  Agreement  may  be  executed  in  any number of
            ------------
counterparts,  each  of  which  shall  constitute  one  and the same instrument.

     h.     No  Waiver.  No  failure  or  delay  on  the part of either party is
            ----------
exercising  any  right or power hereunder shall operate as a waiver thereof, nor
shall  any  single  or  partial exercise of any such right or power preclude any
other  right  or  power.

     i.     Previous  Employer.  Employee  hereby represents that he is under no
            ------------------
obligation  or  agreement  that  would prevent him from being an employee of the
Company or adversely impact his ability to perform the expected services for the
Company.  As  a  condition  of  employment,  no confidential documents, computer
discs,  computer  stored  information, or any other confidential properly of any
previous  employer  are to be brought on the premises or used in any way in your
employment  by  the  Company.  As  a  further  condition of employment, Employee
agrees  not to use or disclose the trade secrets or confidential information, if
any,  of  a  previous  employer  in  connection with Employee's services for the
Company.


                                      -7-
<PAGE>
     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  date  first  above  written.

                                               NetCel360.com  Ltd



                                               By:  /s/  Phillip  E.  Kelly
                                                    --------------------------
                                                    Name:  Phillip  E.  Kelly
                                                    Title:  Director



                                               By:  /s/  Dennis  M.  Smith
                                                    -------------------------
                                                    Dennis  M.  Smith




Nationality:  US  Citizen


                                      -8-
<PAGE>

                    ________________________________________

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT
                    ________________________________________




                                 BY AND BETWEEN


                           NETCEL360 HONG KONG LIMITED


                                       AND


                                 DENNIS M. SMITH




                            DATED AS OF JUNE 22, 2001


<PAGE>
This  EMPLOYMENT  AND  NON-COMPETITION  AGREEMENT dated as of June 22, 2001 (the
"Effective  Date"),  by  and  between  NetCel360  Hong Kong Limited, a Hong Kong
company  (the  "Company"),  and  Dennis  M.  Smith  ("Employee").

     In  consideration  of  Employee's  continued employment by the Company, the
parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Subject  to  earlier termination in accordance with Sections
contained  within, this Agreement shall be an at-will agreement commencing as of
the  Effective  Date.

     a.     Duties.  The  Company  agrees to employ Employee and Employee agrees
            ------
to serve the Company, as its Chief Strategy Officer, subject to the direction of
the  Board of Directors of the Company (the "Board"), and to have such authority
and  duties relative to the operation of the Company as may be determined by the
Board.

     b.     Term.  The  initial  term  of  this  Agreement  shall  be  from  the
            ----
Effective  Date  hereof until the day that is two years after the Effective Date
(the  "Initial  Term").  This Agreement shall renew automatically for additional
one (1) year terms unless either party gives notice of termination not less than
90  days  prior  to  the  end  of  the  existing  term.

     c.     Best  Efforts.  During  the  term  of  his  employment  under  this
            -------------
Agreement,  Employee  shall devote his full business time, attention, skill, and
efforts  to  the  faithful performance of his duties hereunder, and will use his
best  efforts  to  advance  the  interests  of the Company, the Company's parent
company  and  any  subsidiaries  thereof  (the  "Vsource  Companies").

     d.     Eligibility.  This  Agreement  and the benefits contained herein are
            -----------
contingent  upon  Employee's  being  authorized  to  work and reside in the host
country  in  which the Company elects to base Employee (the "Host Country").  If
Employee  loses  his  authorization to work in the Host Country at any time, for
any  reason  during  the  life  of  this  Agreement,  the  Company will consider
Employee's  circumstances, but may, at its sole discretion, consider all, or any
portion  of  this  Agreement  void.

     e.     Statutory  Benefits.  Employee  understand  and  agree  that  the
            -------------------
differential  payments  and  adjustments  described  below  as well as any other
allowances  or  gratuities  provided by the Company under this Agreement are, at
the election of the Company, in substitution for the statutory benefits required
under  the laws of the Host Country to compensate employees who are not entitled
to  receive  these  contractual  benefits.

2.     COMPENSATION.  The  Company  shall  pay to Employee, as consideration for
the services to be rendered by Employee hereunder, a base salary of US$66,562.50
per year (the "Base Salary").  Employee shall be eligible for a target incentive
bonus  ("Bonus") equal to 100% of Employee's Base Salary, which shall be payable
upon  the  achievement  of  performance  targets  to  be set by the Compensation
Committee  (the  "Compensation Committee") of the Board of Directors of Vsource,
Inc.  ("Vsource").

3.     STOCK  OPTIONS,  RESTRICTED  STOCK  AND  SIMILAR  TYPES  OF  COMPENSATION
BENEFITS.  Stock  option  grants,  participation in restricted stock programs or
deferred  compensation  programs  and  other similar types of compensation plans
will be decided by the Board of Directors of Vsource but in any event will be on
generally  the  same  terms  and  conditions  made available to other members of
senior  management  of  the  Vsource  Companies.


<PAGE>
4.     BENEFITS.  Employee  is entitled to participate in the Company's programs
for  medical,  dental,  vision, and retirement coverage provided by the Company.
All claims against health services should be submitted to the relevant insurance
provider.  In  addition,  Employee  shall  receive  the  following  benefits:

     (a)     Housing:  Employee  will  be reimbursed for all housing expenses up
             -------
to  HK$85,000  per  month  (inclusive  of  rent,  management fees and government
rates),  plus  all  utilities.

     (b)     Education:  Employee will be reimbursed for the cost of tuition and
             ---------
related  expenses  for  one  child  attending  Hong  Kong  International School.

5.     EXPENSES.  Upon presentation of proper vouchers, receipts or other proof,
Employee  shall  be reimbursed promptly by the Company for all reasonable travel
and  other  expenses  incurred  by  Employee  in  connection with performing his
employment  obligations  hereunder.

6.     VACATIONS.  Employee  shall  be  entitled to four (4) weeks paid vacation
per  year  during  the  term  of  his  employment.

7.     TERMINATION  OF  EMPLOYMENT.

     a.     By  the  Employee.  Employee's  employment  may  be  terminated  by
            -----------------
Employee, without cause (a "Voluntary Termination") (i) during the Initial Term,
at any time during the period comprised of the last 90 days of the Initial Term,
and  (ii)  at any time after the Initial Term, in each case upon 90 days written
notice  to  the  Company.

     b.     By  the  Company.  Employee's  employment  may  be terminated by the
            ----------------
Company:

          i.     immediately,  in  the  event  that (1) Employee is convicted or
     pleads guilty or nolo contendere to a felony or a crime of moral turpitude,
     (2)  the  Board  determines  in  good  faith that Employee has been grossly
     negligent  or  acted  dishonestly to the material detriment of the Company,
     (3)  Employee  willfully disobeys the instructions or mandates of the Board
     and  such  disobedience  continues  after Employee is afforded a reasonable
     opportunity  to cure such disobedience, or (4) the Board makes a good faith
     determination  that  Employee  has  engaged in actions amounting to willful
     misconduct  or  failed  to  perform  his  duties hereunder and such failure
     continues  after  Employee  is afforded reasonable opportunity to cure such
     failure (each of (1), (2), (3) or (4), refereed to herein as a "Termination
     for  Actual  Cause");  or

          ii.     immediately,  in  the  event  that  Employee  is  indicted  or
     otherwise  formally charged with a felony or a crime of moral turpitude, in
     which  case  the  Board  may,  upon  three (3) days written notice, suspend
     Employee's  employment  by  the Company. Thereafter, all payments of salary
     and  bonuses,  if  any, to which Employee otherwise would be entitled under
     this  Agreement  shall  be paid into an interest bearing escrow account. In
     the  event that Employee shall be acquitted of such charges or such charges
     shall  otherwise be dismissed, Employee shall be reinstated as an employee,
     and all salary and accrued bonuses paid into escrow, plus accrued interest,


                                      -2-
<PAGE>
     shall  be  paid  to  Employee.  In the event Employee shall be convicted or
     pleads  guilty  or  nolo  contendere  to such charges and his employment is
     terminated  hereunder; all salary and accrued bonuses paid into escrow plus
     accrued  interest,  shall  be paid over to the Company, and for purposes of
     this Agreement, Employee's employment shall be deemed to have terminated as
     of  the  date  of  his  suspension.

          iii.     the  Board  of  Directors,  in  its  discretion,  resolves to
     terminate  Employee's  employment for any reason other than those set forth
     in  sub-sections  b(i)  or  b(ii)  above,  upon 90 days notice to Employee.

     c.     Death of Employee.  In the event of Employee's death during the term
            -----------------
of  his  employment,  Employee's  employment pursuant to this Agreement shall be
deemed  to  have  terminated  on the last day of the calendar month during which
Employee's  death  occurred.

     d.     Disability.  In  the  event Employee is unable to perform his normal
            ----------
duties  by  reason  of  disability,  then  at  the sole discretion of the Board,
Employee's  employment  pursuant to this Agreement may be treated as having been
terminated  on  the  last  day of the calendar month during which Employee shall
have  been  deemed  disabled.  For  purposes of this Section, "disability" shall
mean the inability of Employee to perform his normal duties under this Agreement
for a cumulative period in excess of six (6) months within any twelve (12) month
period  due  to illness, injury, incapacity or other disability, either physical
or  mental.

8.   SEVERANCE.

     a.     Voluntary  Termination,  Termination for Actual Cause or Termination
            --------------------------------------------------------------------
Without  Cause.  In  the  event of Voluntary Termination, Termination for Actual
--------------
Cause  or  a  termination by the Company of Employee's employment without cause,
the  Company  shall  pay  to  Employee,  in  full  discharge  of its obligations
hereunder,  Base  Salary  through the date specified in the applicable notice as
the  termination date (the "Termination Date") of his employment; provided, that
in  the  case  of  a  Voluntary  Termination, if the Company permits Employee to
terminate  employment  on  a  date  earlier  than the Termination Date, then the
Company  shall  only  be  obligated  to  pay Employee's Base Salary through such
earlier  date;  and  provided,  further,  that in the case of termination by the
Company  of Employee's employment without cause, the Company may, at its option,
elect  to  pay Employee the Base Salary payable Employee through the Termination
Date,  and  require  Employee  to leave the Company's offices immediately or any
other  time  designated  by  the  Company  prior  to  the  Termination  Date.

     b.     Death  or Disability.  In event Employee's employment by the Company
            --------------------
terminates  on  account of Employee's death or disability, the Company shall pay
to  Employee  (or  his  estate), in full discharge of its obligations hereunder,
Employee's  Base  Salary  through  the  Termination  Date.

9.     NON-COMPETITION.  Employee  covenants  and agrees that during the term of
Employee's  employment  with  the  Company  and  for  a period (the "Non-Compete
Period")  commencing on the Termination Date and ending on the date which is one
(1)  year from the date of the final payment by the Company to Employee pursuant
to  this  Agreement,  Employ will refrain from: (i) directly or indirectly (as a


                                      -3-
<PAGE>
director,  officer,  employee,  manager,  consultant,  independent  contractor,
advisor  or  otherwise) engaging in competition with, or owning any interest in,
performing  any  services  for,  participating  in  or  being connected with any
business  or  organization  which engages in competition with any of the Vsource
Companies  (ii)  soliciting  directly  or indirectly the patronage of any person
with  whom Employee has had personal contact or dealings on behalf of any of the
Vsource  Companies during the twelve (12) month period immediately preceding the
Termination  Date,  or  (iii)  directly  or indirectly employing, soliciting for
employment,  or advising or recommending to any other person that they employ or
solicit  for  employment,  any  employee  of  any  of  the  Vsource  Companies.

     In  connection  with  the  foregoing provisions of this Section 9, Employee
represents that his experience, capabilities and circumstances are such that the
provisions  of these Sections will not prevent him from earning a livelihood and
that  the  limitations set forth herein are reasonable and properly required for
the  adequate  protection  of  the  Company.

9.   CONFIDENTIAL  INFORMATION.

     a.     Non-Disclosure.  Employee  agrees  not  to  use  other  than for the
            --------------
benefit  of  the  Vsource Companies and to keep confidential, during the term of
Employee's  employment  with  the  Company  and  for  at  least  two  (2)  years
thereafter,  all  information  about  the  Vsource  Companies  which the Vsource
Companies  treat  as  confidential,  including,  but not limited to, information
about  customers,  marketing plans, marketing techniques, technical information,
and possible new products or services, except that Employee will not be required
to  keep  particular  items  of  information  confidential  after those items of
information  become  generally  available  to  the  public  without  a breach by
Employee  of  Employee's obligations under this Section.  Employee covenants and
agrees  that  except in the performance of his duties hereunder, he will not, at
any  time,  directly  or  indirectly,  without  the prior written consent of the
Company,  use  or  disclose  to  any  person  any  confidential  or  proprietary
information  ("Confidential  Information")  obtained  or  developed by him while
employed  by  the  Company  relating  to  the business of the Vsource Companies,
except  information which at the time (i) is available to others in the business
or generally known to the public other than as a result of disclosure by him not
permitted  hereunder,  (ii)  is  lawfully acquired from a third party who is not
obligated  to  a  Vsource  Company to maintain such information in confidence or
(iii)  is used in any dispute or proceedings between the parties and/or Employee
is legally compelled to disclose such information; provided, however, that prior
                                                   --------  -------
to  any  such  compelled disclosure, Employee will (a) assert the privileged and
confidential  nature  of  the  Confidential  Information against the third party
seeking disclosure and (b) cooperate fully with the Company or any other Vsource
Company  in protecting against any such disclosure and/or obtaining a protective
order  narrowing  the  scope  of  such disclosure and/or use of the Confidential
Information.  In  the  event  that  such  protection  against  disclosure is not
obtained,  Employee  will  be entitled to disclose the Confidential Information,
but  only  as  and to the extent necessary to legally comply with such compelled
disclosure.

     b.     Disclosure  to the Company.  Employee shall disclose promptly to the
            --------------------------
Company  all  new  discoveries,  ideas,  formulae, products, methods, processes,
designs,  trade secrets, copyrightable material, patentable inventions, or other
useful  technical information or know-how and all improvements, modifications or
alterations  of  existing  discoveries  made,  discovered,  or developed by him,
either  alone  or  in  conjunction  with any other person during the term of his


                                      -4-
<PAGE>
employment  by  the  Company,  or  using  the  Vsource  Companies'  materials or
facilities,  which  discoveries  or  developments are based on, derived from, or
make  use  of  any information directly related to the business disclosed to, or
otherwise  acquired  by,  Employee  from any of the Vsource Companies during his
employment  by  the  Company.  Employee  agrees  that  any  copyright,  patent,
trademark, or other proprietary rights in any such discoveries shall be the sole
and  exclusive  property  of the Company, and none of the Vsource Companies need
account  to  Employee  for  any  revenue  or  profit  derived  therefrom.  If by
operation  of  law or otherwise, any or all of the items set forth in Section 9,
or  any  component  or  element  thereof,  is  considered to be the intellectual
property  right of Employee, Employee hereby agrees to irrevocably assign to the
Company,  its  successor  and  assigns,  ownership  of  all  United  States  and
international  copyrights  and  all other intellectual property rights available
with  respect  to  each  such element or item.  Employee shall be deemed to have
granted  the  Company  an irrevocable power of attorney to execute as Employee's
agent any and all documents (including copyright registrations) deemed necessary
by  the  Company to perfect the Company's intellectual properly rights in and to
each  of  the  items  set  forth  in  this  Section.

     c.     Trade  Secrets.  Employee  agrees, in order to effectuate the intent
            --------------
of the parties hereunder with respect to confidentiality of the trade secrets of
the  Vsource  Companies,  to  return to the Vsource Companies forthwith upon the
request  of  a  Vsource Company or the termination of his employment or promptly
thereafter,  all  documents, materials, photographs, memorandums, and all copies
or  reproductions  hereof,  or  any  property  of  a similar or different nature
containing  information  relating  to  the  business  or  other  Confidential
Information,  whether  such  material  was  furnished  by  a Vsource Company, or
otherwise.  Employee  further  agrees  to  use  his best efforts and to exercise
utmost  diligence  to  protect  and  guard  and keep secret and confidential all
Confidential  Information  that  shall come into his possession by reason of his
employment  by  the  Company.

     d.     Company  Property.  Employee  agrees  to  return  to  the  Vsource
            -----------------
Companies  forthwith  upon the request of any Vsource Company or the termination
of  his  employment  or promptly thereafter, all other properly belonging to the
Vsource  Companies.

11.     DAMAGES.  Employee  acknowledges that the Company may suffer irreparable
harm,  which  cannot readily be measured by monetary terms, if Employee breaches
his  obligations  under  Section  9  or  any other section.  Employee agrees and
acknowledges  that,  in  the  event  of  any  such  breach, the Company shall be
entitled  to  cancel  any  and  all shares, and/or options or rights to purchase
shares, of its or Vsource's capital stock received by the Employee and/or cancel
Employees  rights  to receive additional compensation pursuant to Section 2 or 3
as compensation for services rendered.  Employee further acknowledges and agrees
that  the  Company  may  obtain  injunctive  or  other  equitable relief against
Employee  to  prevent  or  restrain  such  breach  causing  such harm; provided,
however,  that  where such breach involves subject matter that is susceptible of
being  cured,  Employee  will  cure  such breach as promptly as practicable upon
notice  of such breach to Employee.  Such injunctive relief shall be in addition
to  any  other  remedies  the Company might have under this Agreement or at law.

12.  MISCELLANEOUS.

     a.     Notice.  Any  notices  or other communications to Employee or to the
            ------
Company  under  or  relating  to  this  Agreement must be in writing and will be
deemed  given  when delivered in person or sent by facsimile transmission to the


                                      -5-
<PAGE>
Company  or Employee, as the case may be, at the Company's principal offices, or
on  the  third  day after the day on which mailed to the Company or Employee, as
the case may be, by first class mail addressed to the Company or Employee at the
Company's  principal  offices,  except  that  after  the  term of this Agreement
terminates,  any  notice or other communication to Employee will be deemed given
when  delivered in person or sent by facsimile transmission, or on the third day
after  the  day  on  which mailed by first class mail, to Employee at an address
specified by Employee to the Company in the manner provided in this Section (or,
if  Employee  does  not specify an address, at the Company's principal offices).

     b.     No  Duplication.  The  payments  and  benefits  received by Employee
            ---------------
hereunder  are  in  addition  to,  and not duplicative of, payments and benefits
received  by  Employee under Employee's employment and non-competition agreement
with  NetCel360.com  Ltd  dated  as  of  the  same  date  hereof.

     c.     Entire  Agreement;  Amendment.  This Agreement represents the entire
            -----------------------------
understanding  of  the  parties  with  respect to the subject matter hereof.  No
termination,  revocation,  waiver, modification, amendment or supplement to this
Agreement  shall  be  binding unless consented to in writing by Employee and the
Company.

     d.     Governing Law.  This Agreement shall be interpreted and construed in
            -------------
accordance  with the laws of Hong Kong, without giving effect to the conflict of
laws  provisions  thereof.

     e.     Interpretation.  As  used  in  this  Agreement, the masculine gender
            --------------
shall  include  the  feminine  or neuter gender and the plural shall include the
singular  wherever  appropriate.  The titles of the paragraphs and sections have
been inserted as a matter of convenience of reference only and shall not control
or  affect the meaning or construction of any of the terms or provisions hereof.
Nothing  herein shall be construed against or more favorably toward any party by
reason  of  any  party  having  drafted  this  Agreement  or any portion hereof.

     f.     Severability.  Any  provision  of  this  Agreement  that is invalid,
            ------------
illegal or unenforceable in any jurisdiction shall be automatically reformed and
construed  so  as  to  be valid, operative and enforceable to the maximum extent
permitted  by  law, or if no reformation is permissible, shall be ineffective to
the  extent  of  such  invalidity,  illegality  or  unenforceability  without
invalidating  or  rendering  unenforceable  the  remaining  provisions  of  this
Agreement, and any such invalidity, illegality or unenforceability shall not, of
itself, affect the validity, legality or enforceability of such provision in any
other  jurisdiction.

     g.     Counterparts.  This  Agreement  may  be  executed  in  any number of
            ------------
counterparts,  each  of  which  shall  constitute  one  and the same instrument.

     h.     No  Waiver.  No  failure  or  delay  on  the part of either party is
            ----------
exercising  any  right or power hereunder shall operate as a waiver thereof, nor
shall  any  single  or  partial exercise of any such right or power preclude any
other  right  or  power.

     i.     Previous  Employer.  Employee  hereby represents that he is under no
            ------------------
obligation  or  agreement  that  would prevent him from being an employee of the
Company or adversely impact his ability to perform the expected services for the
Company.  As  a  condition  of  employment,  no confidential documents, computer


                                      -6-
<PAGE>
discs,  computer  stored  information, or any other confidential properly of any
previous  employer  are to be brought on the premises or used in any way in your
employment  by  the  Company.  As  a  further  condition of employment, Employee
agrees  not to use or disclose the trade secrets or confidential information, if
any,  of  a  previous  employer  in  connection with Employee's services for the
Company.


                                      -7-
<PAGE>
     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  date  first  above  written.

                                              NetCel360  Hong  Kong  Limited


                                              By:  /s/  Phillip  E.  Kelly
                                                   --------------------------
                                                   Name:  Phillip  E.  Kelly
                                                   Title:  Director



                                              By:  /s/  Dennis  M.  Smith
                                                   --------------------------
                                                   Dennis  M.  Smith

Nationality:  US  Citizen


                                      -8-
<PAGE>