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                              ACQUISITION AGREEMENT

                                  BY AND AMONG

                                  VSOURCE INC.

                                       AND

                           NETCEL360 HOLDINGS LIMITED

                                       FOR

                                    ASSETS OF

                           NETCEL360 HOLDINGS LIMITED

                                   DATED AS OF

                                  MAY 24, 2001




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<PAGE>
                                TABLE OF CONTENTS


                                                                            PAGE

ARTICLE  I      DEFINITIONS                                                    1
  SECTION  1.1     Specific  Definitions                                       1
  SECTION  1.2     Other  Terms                                                6
  SECTION  1.3     Other  Definitional  Provisions                             6
ARTICLE  II     CLOSING;  DELIVERY  AND  PAYMENT                               7
  SECTION  2.1     Acquisition  of  Assets                                     7
  SECTION  2.2     Aggregate  Consideration                                    7
  SECTION  2.3     Payment  of  Consideration                                  7
  SECTION  2.4     Company  Assets                                             7
  SECTION  2.5     Closing                                                     8
  SECTION  2.6     Assumption  of  Liabilities                                 8
ARTICLE  III     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY            8
  SECTION  3.1     Organization and Good Standing, Company Subsidiaries        9
  SECTION  3.2     Shareholders                                               10
  SECTION  3.3     Authority                                                  12
  SECTION  3.4     Consents  and  Approvals                                   12
  SECTION  3.5     No  Violations                                             12
  SECTION  3.6     Financial  Statements                                      14
  SECTION  3.7     Absence  of  Certain  Changes  and  Events                 15
  SECTION  3.8     Litigation;  Orders                                        15
  SECTION  3.9     Taxes                                                      16
  SECTION  3.10    Employee  Benefits                                         17
  SECTION  3.11    Labor  Matters                                             18
  SECTION  3.12    Compliance  with  Laws;  Governmental  Authorizations      19
  SECTION  3.13    Title  to  Properties                                      19
  SECTION  3.14    Contracts,  Leases  and  Agreements;  No  Default          20
  SECTION  3.15    Insurance                                                  23
  SECTION  3.16    Brokers  and  Finders                                      23
  SECTION  3.17    No  Undisclosed  Liabilities                               23
  SECTION  3.18    Accounts  Receivable                                       23
  SECTION  3.19    Employees                                                  24


                                      -i-
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)


  SECTION  3.20    Intellectual  Property                                     24
  SECTION  3.21    Certain  Payments                                          27
  SECTION  3.22    Company  Assets                                            27
  SECTION  3.23    Customers  and  Suppliers                                  27
  SECTION  3.24    Takeover  Statutes                                         28
  SECTION  3.25    Shares  to  be  Received  by  Company  Shareholders        28
  SECTION  3.26    No  other  Representation  or  Warranty                    28
ARTICLE  IV     REPRESENTATIONS  AND  WARRANTIES  OF  ACQUIROR                28
  SECTION  4.1     Organization and Good Standing; the Acquiror Subsidiaries  28
  SECTION  4.2     Capitalization                                             29
  SECTION  4.3     Corporate  Authority                                       30
  SECTION  4.4     Consents  and  Approval                                    30
  SECTION  4.5     No  Violations                                             30
  SECTION  4.6     SEC  Filings                                               31
  SECTION  4.7     Financial  Statements                                      31
  SECTION  4.8     Absence  of  Certain  Changes  and  Events                 32
  SECTION  4.9     Litigation;  Orders                                        33
  SECTION  4.10    Brokers  and  Finders                                      33
  SECTION  4.11    No  Undisclosed  Liabilities                               33
  SECTION  4.12    Intellectual  Property                                     33
  SECTION  4.13    Certain  Payments                                          35
  SECTION  4.14    Takeover  Statutes                                         35
  SECTION  4.15    No  Other  Representation  or  Warranty                    35
  SECTION  4.16    Certain  Contracts                                         35
ARTICLE  V      COVENANTS                                                     36
  SECTION  5.1     Company  Conduct  of  Business                             36
  SECTION  5.2     Acquiror  Conduct  of  Business                            36
  SECTION  5.3     Access                                                     37
  SECTION  5.4     Required  Approvals                                        38
  SECTION  5.5     Publicity                                                  38
  SECTION  5.6     Confidentiality                                            39


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)


  SECTION  5.7     Expenses                                                   40
  SECTION  5.8     Further  Assurances                                        40
  SECTION  5.9     Notification                                               40
  SECTION  5.10    New  Options                                               41
  SECTION  5.11    Intercompany  Liabilities                                  41
  SECTION  5.12    Company  Shareholders  Meeting                             41
  SECTION  5.13    Shareholder  Representation  Letters                       42
  SECTION  5.14    Additional  Representation  Letters                        42
  SECTION  5.15    Nasdaq  Listing  of  Additional  Shares                    42
  SECTION  5.16    Exclusivity                                                42
  SECTION  5.17    Name                                                       43
ARTICLE  VI     CONDITIONS  TO  CLOSING                                       43
  SECTION  6.1     Conditions  to  Obligations  of  the  Acquiror             43
  SECTION  6.2     Conditions  to  Obligations  of  the  Company              45
ARTICLE  VII    TERMINATION                                                   47
  SECTION  7.1     Termination                                                47
  SECTION  7.2     Effect  of  Termination;  Survival                         48
  SECTION  7.3     Indemnification  by  the  Company                          49
  SECTION  7.4     Notice  and  Payment  of  Claims                           50
  SECTION  7.5     Procedure  for  Indemnification  -  Third  Party           51
  SECTION  7.6     Procedure for Indemnification - Third Party, No Recourse
                   against the  Company  Subsidiaries                         52
  SECTION  7.7     Limited  Liability  of  the  Acquiror                      52
  SECTION  7.8     Indemnity  and  Liability  Baskets                         52
  SECTION  7.9     Payment  by  Stock                                         53
ARTICLE  VIII    REGISTRATION  RIGHTS                                         53
  SECTION  8.1     Definitions                                                53
  SECTION  8.2     Registration  Procedures                                   53
  SECTION  8.3     Registration  Expenses                                     54
  SECTION  8.4     Indemnification                                            55
  SECTION  8.5     Lockup  Agreement                                          57


                                      -iii-
<PAGE>
                                TABLE OF CONTENTS
                                  (continued)


  SECTION  8.6     Assignment  of  Registration  Rights                       57
  SECTION  8.7     Reports  Under  Exchange  Act                              57
  SECTION  8.8     Termination                                                58
ARTICLE  IX      MISCELLANEOUS                                                58
  SECTION  9.1     Assignments;  Successors,  No  Third  Party  Rights        58
  SECTION  9.2     Entire  Agreement                                          58
  SECTION  9.3     Waiver;  Amendment  or  Modification                       59
  SECTION  9.4     Notices                                                    59
  SECTION  9.5     GOVERNING  LAW                                             60
  SECTION  9.6     CONSENT  TO  JURISDICTION,  WAIVER  OF  JURY  TRIAL        61
  SECTION  9.7     Actions  of  the  Company  Subsidiaries                    61
  SECTION  9.8     Descriptive  Headings                                      62
  SECTION  9.9     Counterparts                                               62
  SECTION  9.10    Knowledge                                                  62


                                      -iv-
<PAGE>
          ACQUISITION  AGREEMENT  (the "Agreement"), dated  as  of  May 24, 2001
by and among Vsource Inc., a Delaware corporation (the "Acquiror") and NetCel360
Holdings  Limited,  a  Cayman  Islands  company  (the  "Company").

          WHEREAS,  the Acquiror is engaged in the business of providing private
exchanges  and  marketplaces  (the  "Acquiror  Business");

          WHEREAS,  the  Company  and  the  Company  Subsidiaries (as defined in
Section 3.1(c) hereof) are engaged in the business of providing business process
outsourcing  and  technology  services;

          WHEREAS,  the  Acquiror  desires  to  acquire  the  Company  Assets in
consideration  of  the  issuance  of  shares of the Acquiror's Common Stock, par
value  $0.01  per  share  (the  "Acquiror  Common  Stock");

          NOW,  THEREFORE,  in consideration of the foregoing and the respective
representations, warranties, covenants, agreements, undertakings and obligations
set  forth  herein, and intending to be legally bound hereby, the parties hereto
agree  as  follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION  1.1     Specific Definitions.  As  used  in this Agreement,
                             --------------------
the  following  terms  shall have the meaning set forth or as represented below:

           "Acquiror"  shall  have the meaning set forth in the preamble of this
document.

           "Acquiror  Accountants"  shall  mean  Grant  Thornton  LLC.

           "Acquiror  Advisors"  shall  have  the  meaning  set forth in Section
5.4(a).

           "Acquiror  Balance  Sheet" means the balance sheet of the Acquiror as
of  January  31,  2001  included  in  the  Acquiror  Form  10-K.

           "Acquiror  Business" shall have the meaning set forth in the recitals
of  this  Agreement.

           "Acquiror  Common  Stock"  shall  have  the  meaning set forth in the
recitals  of  this  Agreement.

           "Acquiror  Domain  Names" shall have the meaning set forth in Section
4.12.

"Acquiror  Financial  Statements"  shall  have  the meaning set forth in Section
4.7(a).

           "Acquiror  Form  10-K"  means  the  Acquiror's  Annual Report on Form
10-KSB  for  the  fiscal year end January 31, 2001, as filed with the SEC on May
16,  2001.


<PAGE>
           "Acquiror  Indemnified  Persons"  shall have the meaning set forth in
Section  7.3.

           "Acquiror  Intellectual  Property  Assets" shall have the meaning set
forth  in  Section  4.12.

           "Acquiror  Marks"  shall  have the meaning set forth in Section 4.12.

           "Acquiror  Material  Adverse Effect" shall have the meaning set forth
in  Article  IV.

           "Acquiror's  Organizational  Documents"  shall  have  the meaning set
forth  in  Section  4.1(b).

           "Acquiror  Subsidiary"  shall  have  the meaning set forth in Section
4.1(c).

           "Acquiror  Trade Secrets" shall have the meaning set forth in Section
4.12.

           "Acquisition"  shall  have  the  meaning  set  forth  in Section 2.1.

           "Actions"  shall  have  the  meaning  set  forth  in  Section 3.8(a).

           "Aggrieved  Party"  shall  have the meaning set forth in Section 7.8.

           "Agreement"  shall have the meaning set forth in the preamble of this
document.

           "Amended  and  Restated  Bridge Loan Agreement" means the Amended and
Restated  Bridge  Loan  Agreement  dated  May 24, 2001 among NetCel360.com Ltd.,
NetCel360  Holdings  Limited,  NetCel360  Sdn Bhd and the Lenders party thereto.

           "Bankruptcy  Exception"  shall  have the meaning set forth in Section
3.3.

           "Bridge  Loan Liens" shall mean the security interests granted to the
Lenders  under  the  Amended  and Restated Bridge Loan Agreement and the related
Debenture.

           "Closing"  shall  have  the  meaning  set  forth  in  Section  2.5.

           "Closing  Date"  shall  have  the  meaning  set forth in Section 2.5.

           "Code"  shall  have  the  meaning  set  forth  in  Section  3.9(e).

           "Company"  shall  have  the meaning set forth in the recitals of this
Agreement.

           "Company  Accountants"  shall  mean  Ernst  &  Young.

           "Company  Accounts  Receivable"  shall  have the meaning set forth in
Section  3.18(a).

           "Company  Applicable  Contract"  shall  have the meaning set forth in
Section  3.5(c).


                                      -2-
<PAGE>
           "Company  Assets"  means  all right, title and interest in and to (a)
all  of  the assets, properties, rights and claims owned by the Company, and (b)
any  other assets, properties, rights and claims used in, relating to or arising
from  the  conduct  of  the  Company  Business (including but not limited to the
assets  described in or referred to in Section 3.22), but excluding the Excluded
Assets.

           "Company  Balance  Sheet" shall have the meaning set forth in Section
3.6(a).

           "Company  Bank  Accounts" shall have the meaning set forth in Section
3.13(b).

           "Company  Benefit  Plans" shall have the meaning set forth in Section
3.10(a).

           "Company  Business"  shall  mean  the  business of providing business
process  outsourcing  and  technology  services  conducted  and  intended  to be
conducted  by  the  Company  and the Company Subsidiaries as of the date hereof.

           "Company  Common  Shares"  shall  have  the  meaning set forth in the
recitals  of  this  Agreement.

           "Company  Copyrights"  shall  have  the  meaning set forth in Section
3.20(a)(iii).

           "Company  Domain  Names"  shall have the meaning set forth in Section
3.20(a)(v).

           "Company  ERISA Plans" shall have the meaning set forth in Section 3.
1  0(b).

           "Company  Financial  Statements"  shall have the meaning set forth in
Section  3.6(a).

           "Company  Governmental  Authorizations"  shall  have  the meaning set
forth  in  Section  3.12.

           "Company  Intellectual  Property  Assets"  shall have the meaning set
forth  in  Section  3.20(a).

           "Company  Interim  Balance Sheet" shall have the meaning set forth in
Section  3.6(a).

           "Company  Investments"  shall  have  the meaning set forth in Section
3.1(c).

           "Company Leased Property" shall have the meaning set forth in Section
3.13(a).

           "Company  Marks"  shall  have  the  meaning  set  forth  in  Section
3.20(a)(i).

           "Company Material Adverse Effect" shall have the meaning set forth in
Article  III.

           "Company Non-ERISA Benefit Plans" shall have the meaning set forth in
Section  3.10(d).


                                      -3-
<PAGE>
           "Company  Obligations"  shall mean the obligations of the Company set
forth  on  Schedule  2.6  of  the  Company's  Disclosure  Schedules.

           "Company  Organizational  Documents" shall have the meaning set forth
in  Section  3.1(b).

           "Company  Owned Property" shall have the meaning set forth in Section
3.13(a).

           "Company  Patents"  shall  have  the  meaning  set  forth  in Section
3.20(a)(ii).

           "Company Proxy Statement" shall have the meaning set forth in Section
5.12(a).

           "Company  Shareholder"  shall  have  the meaning set forth in Section
3.2(a).

           "Company  Shareholders'  Meeting" shall have the meaning set forth in
Section  5.15(b).

           "Company  Subsidiary"  shall  have  the  meaning set forth in Section
3.1(c).

           "Company  Trade  Secrets" shall have the meaning set forth in Section
3.20(a)(iv).

           "Confidentiality  Agreement"  shall  have  the  meaning  set forth in
Section  7.2(a).

           "Contract"  shall  have  the  meaning  set  forth  in Section 3.5(c).

           "Damages"  shall  have  the  meaning  set  forth  in  Section  7.3.

           "ERISA"  shall  have  the  meaning  set  forth  in  Section  3.10(a).

           "Exchange  Act"  shall mean the United States Securities Exchange Act
of  1934,  as  amended.

           "Excluded  Assets"  means  those  assets  set  forth  on  Exhibit  1.

           "Fair  Market  Value" shall mean, in respect of any securities listed
on  a  national  securities  exchange  in  the United States, the average of the
closing  price  of  such securities on such national securities exchange for the
ten  (10)  trading  days  prior  to  the  date  of  determination.

           "finally  determined"  shall  have  the  meaning set forth in Section
7.4(b).

           "Governmental  Authorization"  shall  have  the  meaning set forth in
Section  3.5(g).

           "Governmental  Equity"  shall  have  the meaning set forth in Section
3.4.

           "Indemnified  Party"  shall  have  the  meaning  set forth in Section
7.4(a).

           "Indemnifying  Party"  shall  have  the  meaning set forth in Section
7.4(a).

           "knowledge"  shall  have  the  meaning  set  forth  in  Section 9.10.


                                      -4-
<PAGE>
           "Law"  shall  have  the  meaning  set  forth  in  Section  3.1(e).

           "Liability"  shall mean any debt, liability, commitment or obligation
of any kind, character or nature whatsoever, whether known or unknown, choate or
inchoate,  secured  or  unsecured,  accrued,  fixed,  absolute,  contingent  or
otherwise,  and  whether  due  or  to  become  due.

           "Liens" shall mean any charges, claims, community property interests,
conditions,  conditional  sale  or  other title retention agreements, covenants,
easements,  encumbrances,  equitable  interests,  exceptions,  liens, mortgages,
options,  pledges,  reservations,  rights  of  first  refusal,  building  use
restrictions,  rights  of  way, security interests, servitudes, statutory liens,
variances,  warrants, or restrictions of any kind, including any restrictions on
use,  voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

           "material"  shall  have  the  meanings  set  forth in Article III and
Article  IV,  as  applicable.

           "Order"  shall  have  the  meaning  set  forth  in  Section  3.1(e).

           "Ordinary  Course  of  Business"  shall have the meaning set forth in
Section  3.7.

           "Person"  shall  mean  any  individual,  corporation  (including  any
non-profit  corporation),  general  or  limited  partnership,  limited liability
company,  Governmental  Entity,  joint  venture,  estate,  trust,  association,
organization  or  other  entity  of  any  kind  or  nature.

           "Proprietary  Rights  Agreement"  shall have the meaning set forth in
Section  3.19(b).

           "Related  Person"  shall  mean,  with  respect to any Person, (a) any
Person  which,  directly  or indirectly, controls, is controlled by, or is under
common  control  with,  such  Person, (b) each Person that serves as a director,
officer,  partner,  executor, or trustee of such Person (or in any other similar
capacity),  (c) any Person with respect to which such Person serves as a general
partner  or  trustee (or in any other similar capacity), (d) any Person that has
direct  or  indirect  beneficial  ownership  (as  defined  in  Rule 13d-3 of the
Exchange  Act)  of  voting  securities or other voting interests representing at
least  20%  of the outstanding voting power or equity securities or other equity
interests  representing  at  least  20%  of  the outstanding equity interests (a
"Material  Interest")  in  such  Person  and (e) any Person in which such Person
holds  a  Material  Interest.

           "Representatives"  shall  have  the meaning set forth in Section 5.3.

           "SEC"  shall  mean  the  United  States  Securities  and  Exchange
Commission.

           "Securities Act" shall mean the United States Securities Act of 1933,
as  amended.

           "Shares"  shall  have  the  meaning  set  forth  in  Section  2.2.

           "Subsidiary"  shall  have  the  meaning  set forth in Section 3.1(c).


                                      -5-
<PAGE>
           "Takeover  Statute" shall have the meaning set forth in Section 3.24.

           "Tax"  shall  mean  any foreign, U.S. Federal, state or local income,
gross  receipts,  license,  severance,  occupation,  capital  gains,  premium,
environmental  (including taxes under Section 59A of the Code), customs, duties,
profits,  disability,  registration,  alternative  or add-on minimum, estimated,
withholding,  payroll,  employment,  unemployment insurance, social security (or
similar),  excise,  production,  sales,  use, value-added, occupancy, franchise,
real  property, personal property, business and occupation, mercantile, windfall
profits,  capital  stock,  stamp, transfer, workmen's compensation or other tax,
fee  or  imposition  of  any kind whatsoever, including any interest, penalties,
additions,  assessments  or  deferred  liability  with  respect thereto, and any
interest  in  respect  of  such  penalties,  additions,  assessments or deferred
liability,  whether  disputed  or  not.

           "Tax  Returns"  shall  mean  any  return,  report,  notice,  form,
declaration,  claim  for refund, estimate, election, or information statement or
other  document  relating  to  any  Tax,  including  any  Schedule or attachment
thereto,  and  any  amendment  thereof.

           "Third  Party  Claim"  shall  have  the  meaning set forth in Section
7.5(a).

           "Transfer",  shall  have  the  meaning  set  forth in Section 3.2(b).

           "U.S.  GAAP"  shall  have  the  meaning  set forth in Section 3.6(b).

           "Vitria  Litigation"  shall  have  the  meaning  set forth in Section
4.9(a).

           "Voting  Debt"  shall  mean  bonds,  debentures,  notes  or  other
obligations  the  holders  of  which  have  the  right  to  vote  (or  which are
convertible  into  or  exercisable for securities having the right to vote) with
the  stockholders  of  the  issuer  of  such  bonds,  debentures, notes or other
obligations.

               SECTION  1.2     Other  Terms.  Other  terms  may  be  defined
                                ------------
elsewhere  in  the text of this Agreement and, unless otherwise indicated, shall
have  such  meaning  throughout  this  Agreement.

               SECTION  1.3     Other  Definitional  Provisions.
                                -------------------------------

           (a)     The  words  "hereof",  "herein",  "hereby"  and  "hereunder"
and  words  of  similar import, when used in this Agreement, shall refer to this
Agreement  as  a  whole  and  not to any particular provision of this Agreement.

           (b)     The  terms  defined  in  the singular shall have a comparable
meaning  when  used  in  the  plural,  and  vice  versa.

           (c)     The  terms  "US$", "dollars" and "$" shall mean United States
of  America  dollars.


                                      -6-
<PAGE>
           (d)     Words  of  inclusion  shall  not  be  construed  as  terms of
limitation herein, so that references to "included" matters shall be regarded as
non-exclusive,  non-characterizing  illustrations.


           (e)     Whenever  reference is made in this Agreement to any Article,
Annex,  Exhibit, Section or Schedule, such reference shall be deemed to apply to
the  specified  Article  or  Section  of  this Agreement or the specified Annex,
Exhibit  or  Schedule  to  this  Agreement.

           (f)     Words  importing  gender  include  both  genders.

                                   ARTICLE II

                          CLOSING; DELIVERY AND PAYMENT

               SECTION  2.1     Acquisition  of  Assets.  Upon  the  terms  and
                                -----------------------
subject  to  the  conditions set forth in this Agreement and on the basis of the
representations, warranties, covenants, agreements, undertakings and obligations
contained  herein, at the Closing, the Company shall transfer, convey and assign
to  the  Acquiror,  and  the Acquiror shall acquire from the Company, all of the
Company  Assets, free and clear of any and all Liens (except for the Bridge Loan
Liens),  for the consideration specified in this Article II (the "Acquisition").

               SECTION  2.2     Aggregate  Consideration.  In  consideration for
                                ------------------------
all  of  the  Company  Assets,  the  Acquiror shall issue and deliver a total of
3,709,729  shares  (the "Shares") of the Acquiror Common Stock to the Company in
accordance  with  Sections  2.3  and  2.4  hereof.

               SECTION  2.3     Payment  of  Consideration.  At the Closing, the
                                --------------------------
Acquiror shall issue and deliver to the Company a certificate in the name of the
Company  representing  2,959,729  Shares.  On  or prior to the date which is six
months  from  the  Closing  Date,  the  Acquiror  shall issue and deliver to the
Company  a  certificate  in  the name of the Company representing 750,000 Shares
(such shares are the "Deferred Shares").  If at any time prior to the date which
is  six  months after the Closing Date the Acquiror changes the number of shares
of  Acquiror  Common  Stock outstanding, without consideration, as a result of a
stock  split,  reverse  stock  split,  stock dividend, recapitalization or other
similar  transaction,  the  number  of  Deferred  Shares  to  be issued shall be
appropriately  adjusted.

               SECTION 2.4     Company Assets.  At the Closing the Company shall
                               --------------
deliver  all  of the documents necessary to transfer full right and title in and
to  the  Company  Assets  to  the  Acquiror,  including:

           (a)     Certificates  representing 100% of the outstanding capital in
each  of  the Company Subsidiaries included in the Company Assets, duly endorsed
for  transfer  or together with any necessary duly executed transfer and/or sold
notes  to  the  Acquiror  with  all  necessary stamp or other indications of the
payment  of  necessary  transfer  or  stamp  taxes  duly  attached;

           (b)     Deeds,  bills  of  sale or other appropriate documentation of
transfer, transferring the Company Owned Property included in the Company Assets
to  the  Acquiror;


                                      -7-
<PAGE>
           (c)     Assignments  assigning  to the Acquiror full right, title and
interest  in  and to the Company's interest in the Company Intellectual Property
included  in  the  Company  Assets;

           (d)     Assignments  assigning  to  the Acquiror all of the Company's
interest  in  and to the Company Leased Property included in the Company Assets;

           (e)     Assignment  and  assumption  agreements,  assigning  to  the
Acquiror  all  rights of the Company in and to all Company Contracts included in
the  Company  Assets;

           (f)     Waivers  waiving  all  breaches,  or  granting  all necessary
consents,  for each Company Applicable Contract set forth in Schedule 3.5 of the
Company  Disclosure  Schedule  to  the  extent  related  to  a  Company  Asset;

           (g)     Evidence  of the assignment to the Acquiror or the reissuance
in  the  Acquiror's  name,  or  such  other name designated by the Acquiror, all
Company  Governmental  Authorizations and any Governmental Authorizations listed
in  Schedule  3.5  to  the  Company  Disclosure  Schedule;

           (h)     Evidence  of  the  assignment  or  transfer  of  all  Company
Investments  included  in  the  Company  Assets  to  the  Acquiror;  and

           (i)     Assignments  assigning  to  the Acquiror all Company Accounts
Receivable  included  in  the Company Assets outstanding on the Closing Date and
not  receivable  solely  by  a  Company  Subsidiary.

          SECTION  2.5     Closing.  The  closing  of the sale and purchase (the
                           -------
"Closing"  shall  take  place  (i)  at the offices of McDermott, Will & Emery at
10:00 a.m. on the first business day on which the last to be fulfilled or waived
of  the  conditions set forth in Article VI (other than those conditions that by
their  nature are to be satisfied at the Closing, but subject to the fulfillment
or  waiver  of those conditions) shall be satisfied or waived in accordance with
this Agreement or (ii) at such other place and time and/or on such other date as
the  Acquiror  and  Company  may  agree  in  writing  (the  "Closing  Date").

          SECTION  2.6     Assumption  of Liabilities.  Subject to the terms and
                           --------------------------
conditions  herein,  upon the transfer of the Company Assets, the Acquiror shall
assume  the  Company  Obligations.  Except  for  the  Company  Obligations,  the
Acquiror  shall not assume and shall not be liable or responsible for any of the
Company's  debts,  obligations  or  liabilities,  whether  known  or  unknown,
contingent,  absolute  or  otherwise,  all  of  which  shall  be retained by the
Company.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          As used herein, (i) any reference to any event, change or effect being
"material" with respect to the Company or any Company Subsidiary means an event,
change  or  effect  which  is  material  in relation to the financial condition,
properties,  business,  operations, assets, liabilities or results of operations
of  the Company and each Company Subsidiary, taken as a whole, and (ii) the term
"Company  Material  Adverse Effect" means, in respect of any effect prior to the


                                      -8-
<PAGE>
Closing,  a  material  adverse  effect  on  the financial condition, properties,
business,  operations,  assets,  liabilities  or  results  of  operations of the
Company  and  each  Company  Subsidiary, taken as a whole, and in respect of any
effect  subsequent  to  the  Closing, a material adverse effect on the financial
condition,  properties,  business, operations, assets, liabilities or results of
operations  of  the  Company  Business,  taken  as  whole.

          The Company hereby represents and warrants to the Acquiror as follows:

          SECTION  3.1     Organization and Good Standing, Company Subsidiaries.

           (a)     Each  of  the  Company  and  each  Company Subsidiary is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
respective  jurisdiction of incorporation, with requisite power and authority to
conduct  its business as it is now being conducted, to own or use the properties
or  assets  that it purports to own or use, and to perform all of its respective
obligations  under all Company Applicable Contracts. Each of the Company and the
Company  Subsidiaries  (as  defined  below)  is duly qualified or licensed to do
business  as  a  foreign  corporation  and  is  in  good  standing  as a foreign
corporation  in  each  jurisdiction  in which either the ownership or use of the
properties owned or used by it, or the nature of the activities conducted by it,
requires  such  licensing, qualification or good standing. The Company is not an
"investment  company"  within the meaning of the Investment Company Act of 1940.

           (b)     The  Company  has  made  available  or  delivered  to  the
Acquiror  a  true,  complete  and correct copy of the Company's and each Company
Subsidiary's  memorandum  of  association  and  articles  of  association  or
certificate of incorporation and by laws, as applicable, each as amended to date
(collectively,  the  "Company  Organizational  Documents").  The  Company's
Organizational  Documents  so  delivered  are  in  full  force  and  effect.

           (c)     Schedule 3.1(c) of the Company Disclosure Schedule sets forth
a  true,  complete  and  correct  list  of  the  subsidiaries  of  the  Company
(hereinafter referred to individually as a "Company Subsidiary" and collectively
as  the  "Company  Subsidiaries").  Schedule  3.1(c)  of  the Company Disclosure
Schedule  states,  with  respect to each Company Subsidiary, its jurisdiction of
incorporation  or organization, authorized capital stock, outstanding and issued
shares of such capital stock, the Company's ownership interest and jurisdictions
in  which  it  is  qualified  to do business.  Schedule 3.1(c) also sets forth a
true, complete and correct list of any other investments of the Company (whether
in  the  form of loans, capital contributions, equity interests or otherwise) in
any  other  Person  (collectively,  the  "Company  Investments").

           (d)     The  Company  or  a Company Subsidiary is and shall be on the
Closing  Date  the  sole  record  and  beneficial owner and holder of all of the
issued  and outstanding shares of capital stock of each Company Subsidiary, free
and  clear of all Liens (except for the Bridge Loan Liens).  Except as set forth
in  Schedule  3.1(d)  of the Company Disclosure Schedule, there are no shares of
capital  stock  or  other  securities of any Company Subsidiary (i) reserved for
issuance  or  (ii)  subject  to  preemptive  rights and there are no outstanding
subscriptions, options, warrants, calls, rights, convertible securities or other
agreements  or  other instruments outstanding or in effect giving any Person the
right  to acquire any shares of capital stock or other securities of any Company
Subsidiary or any commitment of any character relating to the issued or unissued
capital  stock  or  other  securities  of  any  Company  Subsidiary.


                                      -9-
<PAGE>
           (e)     Except  as  set  forth  in  Schedule  3.1(d)  of  the Company
Disclosure  Schedule, no legend or other reference to any purported Lien appears
upon  any  certificate  representing  the shares of capital stock of any Company
Subsidiary.  None  of  the shares of capital stock of any Company Subsidiary was
issued  in violation of (i) the Securities Act, the securities laws of any state
or  any  other  federal,  state,  local,  municipal,  foreign,  international,
multinational,  or  other  constitution,  law, rule, requirement, administrative
ruling,  order,  ordinance,  principle of common law, code, regulation, statute,
treaty  or  process  ("Law")  or (ii) any award, decision, injunction, judgment,
decree,  settlement,  order,  process,  ruling,  subpoena  or  verdict  (whether
temporary,  preliminary  or  permanent) entered, issued, made or rendered by any
court,  administrative agency, arbitrator, Governmental Entity or other tribunal
of  competent  jurisdiction  ("Order").

           SECTION  3.2     Shareholders.
                            ------------

           (a)     Schedule  3.2  of  the Company Disclosure Schedule sets forth
for  all  registered holders of the Company's shares, each holder's name (each a
"Company  Shareholder"), registered address, number of shares of each class held
and  percentage of total outstanding of each class held.  If all of the Acquiror
Common  Stock were received by the Company as of the date hereof and distributed
to  all  of its registered shareholders as of the date hereof in accordance with
their  respective  fully  diluted ownership interests in the Company and without
any  deductions,  no  Company  Shareholder  would receive greater than 1,446,794
shares  of  Acquiror  Common  Stock.

           (b)     The  Company  has  delivered  to  the  Acquiror duly executed
Representation Letters in the form set forth in Exhibit 3.2(b)-1 hereto and duly
executed  irrevocable  proxies  in the form set forth in Exhibit 3.2(b)-2 hereto
from  Phillip  Kelly  and  Dennis  Smith.

           (c)     The  Company  represents  and  warrants  that:

                     (i)    it  is  an  accredited  investor, as  defined in the
Securities  Act  of 1933, as amended, and will acquire the Acquiror Common Stock
to  be acquired by it for its own account, and with no intention of distributing
or  reselling  such  securities  in  any  transaction or scheme of transactions;

                     (ii)   it acknowledges that the Acquiror Common Stock to be
delivered  at  the  Closing have not been registered under the Securities Act or
any  securities  laws  of  any  territory,  possession  or  state thereof or the
District  of  Columbia  and  that  each  certificate  representing shares of the
Acquiror  Common Stock issued pursuant to this Agreement or any other securities
issued  in  respect  of them upon any stock split, stock dividend, reverse stock
split,  recapitalization, merger, consolidation or similar event, shall bear the
following  legend:

     THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE UNITED STATES
     SECURITIES  ACT  OF 1933 (THE "SECURITIES ACT") OR ANY SECURITIES LAWS
     OF  ANY  STATE  OF  THE  UNITED STATES. THEY MAY NOT BE OFFERED, SOLD,
     PLEDGED  OR  OTHERWISE  TRANSFERRED WITHIN THE UNITED STATES OR TO ANY
     UNITED  STATES  PERSON  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION


                                      -10-
<PAGE>
     STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM
     REGISTRATION  UNDER  THE  SECURITIES ACT. THE COMPANY AND ITS TRANSFER
     AGENT  SHALL  NOT  PERMIT  TRANSFER  OR RECORDATION OF TRANSFER OF THE
     SECURITIES  REPRESENTED  HEREBY UNLESS THE COMPANY SHALL HAVE RECEIVED
     AN  OPINION  OF  COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
     EFFECT THAT SUCH TRANSFER COMPLIES WITH THE FOREGOING PROVISIONS. UPON
     TRANSFER  OF  THE  SECURITIES  REPRESENTED  HEREBY  ACCOMPANIED  BY AN
     OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY THAT THE
     TRANSFER  HAS  BEEN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
     IN  A  TRANSACTION  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, THE
     COMPANY  AND THE TRANSFER AGENT SHALL PROMPTLY REMOVE THIS LEGEND FROM
     THE  SECURITIES  REPRESENTED  HEREBY.

                (iii)     it  acknowledges  that it is capable of conducting its
own  investigation  of  the  Acquiror  and  can  form  an  independent judgement
concerning  the Acquiror and the Acquiror Subsidiaries and has conducted such an
investigation  and  formed  such  an  independent  judgment.

                (iv)     it has such knowledge, sophistication and experience in
financial  and  business  matters  as to be capable of evaluating the merits and
risks  of  an  investment  in  the Acquiror and can form an independent judgment
concerning Acquiror and its subsidiaries. It has received and reviewed copies of
the  Acquiror  Form  10-K,  and  this  Agreement  and related agreements.  It is
familiar  with  the business and financial condition, properties, operations and
prospects  of  the Acquiror and its subsidiaries and have had, during the course
of  the  transactions contemplated by this Agreement, the opportunity (i) to ask
questions of, and receive answers from, the Acquiror concerning the Acquiror and
its  subsidiaries  and  (ii) to obtain additional information (to the extent the
Acquiror  possessed  such  information  or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information furnished
to  it  or  to  which  it  has  had  access.

                (v)     It  has  made  such  independent  investigation  of  the
Acquiror  as  it  deems  to  be  necessary  or  advisable in connection with the
transactions  contemplated  by  this  Agreement.

                (vi)     that by reason of its, or its management's, business or
financial  experience,  it  has  the  capacity  to  protect its own interests in
connection  with  the  transactions  contemplated  in  this  Agreement.

                (vii)     it  waives  all  claims,  however arising, it may have
against any of the Acquiror, its Related Persons, the Acquiror Subsidiaries, the
Company  Subsidiaries  or  any  of  their directors, officers, employees, agent,
stockholders,  consultants,  affiliates,  investment  bankers,  attorneys  or
representatives,  except  for  any  claims  against  the Acquiror based upon the
breach  of  any  representations and warranties or covenants or other agreements
contained  within  this  Agreement  pursuant  to  the  terms  of this Agreement.


                                      -11-
<PAGE>
                (viii)     it  will  only transfer the Acquiror Common Stock (x)
in an "offshore transaction", as defined in Rule 902 under the Securities Act to
a  person  that  is  not  a  "U.S.  person",  as  defined  in Rule 902 under the
Securities Act or (y) to a person that is an "accredited investor" as defined in
the  Securities  Act.

          SECTION  3.3     Authority.  The  Company  has  the  full legal right,
                           ---------
requisite  corporate  power  and authority and has taken all action necessary in
order to execute, deliver and perform fully its obligations under this Agreement
and  to consummate the transactions contemplated herein. This Agreement has been
duly  executed  and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  subject  to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium  and  other  similar  laws  of  general  applicability relating to or
affecting  creditors'  rights  and to general equity principles (the "Bankruptcy
Exception").

          SECTION  3.4     Consents  and  Approvals.  Except  as  set  forth  in
                           ------------------------
Schedule  3.4  of  the Company Disclosure Schedule, no notices, reports or other
filings  are  required  to  be  made  by the Company with, nor are any consents,
registrations,  approvals,  declarations,  permits, expiration of any applicable
waiting  periods  or authorizations required to be obtained by the Company from,
any  foreign,  federal,  state,  local, municipal, county or other governmental,
quasi-governmental, administrative or regulatory authority, body, agency, court,
tribunal,  commission  or other similar entity (including any branch, department
or  official  thereof) ("Governmental Entity"), in connection with the execution
or  delivery of this Agreement by the Company, the performance by the Company of
its obligations hereunder or the consummation by the Company of the transactions
contemplated  herein  except  for  any  such  notices,  reports,  filings,
registrations,  approvals,  declarations, permits, or authorizations the failure
to  make  or  obtain  any  or  all of which is not reasonably likely to prevent,
materially  burden  or  materially  delay  the  consummation of the transactions
contemplated  in  this  Agreement or materially impair the Acquiror's ability to
use,  operate  and  realize  the  benefits  of  any  Company  Asset.

          SECTION 3.5     No Violations.  Assuming the making of the filings set
                          -------------
forth  in  Schedule  3.4 of the Company Disclosure Schedule and the obtaining of
the  consents  described in Schedule 3.5 of the Company Disclosure Schedule, the
execution  and  delivery  of  this  Agreement  by  the Company does not, and the
performance  and  consummation  by  the  Company  of  any  of  the  transactions
contemplated  herein  will  not,  with  respect  to each of the Company and each
Company Subsidiary, directly or indirectly (with or without the giving of notice
or  the  lapse  of  time  or  both):

           (a)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of, or a default under (i) any provision of the Company's
Organizational  Documents  or  (ii)  any  resolution  adopted  by  the  Board of
Directors  (or similar governing body) or the shareholders of the Company or any
Company  Subsidiary;

           (b)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of,  or  a  default under, or the acceleration of, or the
triggering of any payment or other obligations pursuant to, any existing Company
Benefit Plan or Company Applicable Contract or any grant or award made under any
of  the  foregoing;


                                      -12-
<PAGE>
           (c)     contravene,  conflict  with,  or  constitute  or  result in a
breach or violation of, or a default under, or the cancellation, modification or
termination  of,  or  the  acceleration  of,  or  the  creation of a Lien on any
properties  or  assets  owned  or  used by the Company or any Company Subsidiary
pursuant  to,  any  provision  of  any agreement, license, lease, understanding,
contract,  loan,  note,  mortgage,  indenture,  promise,  undertaking  or  other
commitment  or  obligation  (whether  written or oral and express or implied) (a
"Contract"),  under which the Company or any Company Subsidiary is or may become
bound or is or may become subject to any obligation or Liability or by which any
of  their  respective  assets  owned or used are or may become bound (a "Company
Applicable  Contract"),  in each case other than as set forth in Schedule 3.5 of
the  Company  Disclosure  Schedule;

           (d)     require  the  Company or any Company Subsidiary to obtain the
consent,  waiver,  authorization  or  approval of, or give notice to, any Person
under  any  Company Applicable Contract, in each case other than as set forth in
Schedule  3.5  of  the  Company  Disclosure  Schedule;

           (e)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or violation of, any Law or any Order or give any Governmental Entity or
any  other  Person  the  right to challenge any of the transactions contemplated
herein  or  to  exercise  any  remedy or obtain any relief under, any Law or any
Order to which the Company or any Company Subsidiary, or any of the assets owned
or  used  by  the  Company  or  any  Company  Subsidiary,  are  subject;

           (f)     require  any  filing by the Company or any Company Subsidiary
with,  or approval or consent or other action by, any Governmental Entity or any
other  Person;

           (g)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of,  or  a  default  under, any provision of, or give any
Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or
modify,  any  approval,  franchise,  certificates  of authority, order, consent,
judgment,  decree,  license,  permit,  waiver  or  other  authorization  issued,
granted,  given  or  otherwise  made  available by or under the authority of any
Governmental  Entity  or pursuant to any Law ("Governmental Authorization') that
is  held  by  the Company or any Company Subsidiary or that otherwise relates to
the  Company  Business  or  any  of  the  Company  Assets;

           (h)     cause  the  Acquiror or the Company or any Company Subsidiary
to  become  subject  to,  or  to  become  liable for the payment of, any Tax; or

           (i)     cause  any  of the assets owned by the Company or any Company
Subsidiary  to  be  reassessed  or  revalued  by  any  taxing authority or other
Governmental  Entity;

           (j)     Schedule  3.5 of the Company Disclosure Schedule sets forth a
true,  complete  and  correct  list  of any consents, waivers, authorizations or
approvals  required  to  be  obtained  under  any Company Applicable Contract in
connection with the execution, delivery and performance of this Agreement by the
Company  or  the  consummation  of  the  transactions  contemplated  herein.


                                      -13-
<PAGE>
           SECTION  3.6     Financial  Statements.
                            ---------------------

           (a)     Schedule  3.6 of the Company Disclosure Schedule contains the
following  financial  statements  (collectively,  the  "Company  Financial
Statements"):  (i)  audited  consolidated  balance  sheet  of  the  Company
(consolidating each Company Subsidiary in existence at such time) as at December
31,  1999  (including  the  related notes and schedules thereto) and the related
audited  consolidated  statements of income, changes in shareholders' equity and
cash  flow  for  the fiscal year then ended, together with the report thereon of
the  Company Accountants, (ii) audited consolidated balance sheet of the Company
(consolidating each Company Subsidiary in existence at such time) as at December
31,  2000  (including  the  related  notes  and schedules thereto) (the "Company
Balance  Sheet"),  and  the  related  audited consolidated statements of income,
changes  in  shareholders'  equity and cash flow for the fiscal year then ended,
together  with  the  report  thereon  of the Company's Accountants, and (iii) an
unaudited  consolidated balance sheet of the Company (consolidating each Company
Subsidiary in existence at such time) as at March 31, 2001 (the "Company Interim
Balance  Sheet")  and  the  related unaudited consolidated statements of income,
changes  in  stockholders' equity and cash flow for the three months then ended.

           (b)     The Company Financial Statements and notes fairly present the
consolidated  financial  condition  and  the consolidated results of operations,
changes  in  shareholders'  equity and cash flow of the Company and each Company
Subsidiary as at the respective dates of and for the periods referred to in such
financial  statements,  all  in accordance with generally accepted United States
accounting  principles  ("U.S. GAAP") except, in the case of the Company Interim
Balance  Sheet  and related statements of income, changes in shareholders equity
and  cash  flow,  for  the absence of notes and subject to normal year end audit
adjustments  consistent  with  past practices.  The Company Financial Statements
reflect  the consistent application of such accounting principles throughout the
periods involved. As of their respective dates, the Company Financial Statements
did not, and any Company Financial Statements subsequent to the date hereof will
not, contain any untrue statement of a material fact or omit to state a material
fact  required  to  be  stated  therein or necessary to make the statements made
therein,  in light of the circumstances in which they were made, not misleading.
No  financial  statements  of any Person other than the Company and each Company
Subsidiary  are  required  by  U.S.  GAAP  to  be  included  in the consolidated
financial  statements  of  the  Company.  The  Company  Financial  Statements
constitute all of the financial statements that would be required to be included
in  a  Registration  Statement  on Form S-1 filed by the Company pursuant to the
Securities  Act.

           (c)     The  Company  Financial Statements were compiled from and are
in  accordance  with  the  books  and  records  of  the Company and each Company
Subsidiary. The books and records (including the books of account, minute books,
share  record  books  and  other  records)  of  the  Company  and  each  Company
Subsidiary,  all  of  which  have been made available to the Acquiror, are true,
complete  and correct and have been maintained in accordance with sound business
practices  and  the  requirements  of  Section  13(b)(2)  of  the  Exchange  Act
(regardless  of  whether or not the Company or any Company Subsidiary is subject
to  such  Section),  including the maintenance of an adequate system of internal
controls.  The  minute  books of the Company and each Company Subsidiary contain


                                      -14-
<PAGE>
true, complete and correct records of all meetings held of, and corporate action
taken  by, the shareholders, the Board of Directors, and committees of the Board
of  Directors  of the Company and each Company Subsidiary, and no meeting of any
such  stockholders,  Board  of  Directors  or  committee has been held for which
minutes  have  not  been prepared and are not contained in such minute books. At
the  Closing,  all  of those books and records shall be in the possession of the
Company  and  each  Company  Subsidiary.

           (d)     All  of  the  assets and liabilities reflected on the Company
Balance  Sheet and the Company Interim Balance Sheet were related to the Company
Business  and  arose  out  of  or  were  incurred  in the conduct of the Company
Business.
           SECTION 3.7     Absence of Certain Changes and Events.  Except  as
                           -------------------------------------
set  forth in Schedule 3.7 of the Company Disclosure Schedule, since the date of
the Company Balance Sheet, the Company and each Company Subsidiary has conducted
the  Company  Business  only in, and has not engaged in any material transaction
other  than  according  to,  the  ordinary  and  usual  course  of such business
("Ordinary  Course  of  Business"),  and  there  has  not  been:

           (a)     any  change  in the financial condition, properties, business
or  results  of  operations  of the Company and the Company Subsidiaries, except
those  changes that, individually or in the aggregate, are not reasonably likely
to  have  a  Company  Material  Adverse  Effect;

           (b)     any  material damage, destruction or other casualty loss with
respect to any material asset or property owned, leased or otherwise used by the
Company  or  any  Company  Subsidiary,  whether  or  not  covered  by insurance;

           (c)     any  declaration, setting aside or payment of any dividend or
other  distribution  in  respect  of the issued share capital of the Company, or

           (d)     any change by the Company in accounting principles, practices
or  methods.

           (e)     any increase in the compensation payable or that could become
payable  by  the  Company  or  any Company Subsidiary to any of their respective
current  or  former directors, officers or key employees or any amendment of any
of  the Company Benefit Plans other than increases or amendments in the Ordinary
Course of Business or increases pursuant to the terms of the existing employment
agreements  and  no  employment  agreements  with  any  directors,  employees or
officers  of  Company  or  any  Company  Subsidiaries,  other  than  renewals of
employment  agreements in accordance with their terms, have been entered into by
the  Company  or  any  Company  Subsidiary.

          SECTION  3.8     Litigation;  Orders.
                           -------------------

          (a)     Except  as  set  forth  in  Schedule  3.8(a)  of  the  Company
Disclosure Schedule, there are no civil, criminal, administrative, investigative
or  informal  actions,  audits,  demands, suits, claims, arbitrations, hearings,
litigations, disputes, investigations or other proceedings of any kind or nature
("Actions") pending or, to the knowledge of the Company, threatened, anticipated
or  contemplated  against, by or affecting the Company or any Company Subsidiary
or  any  of their respective assets, at law, in equity or otherwise, in, before,


                                      -15-
<PAGE>
by, or otherwise involving, any Governmental Entity, arbitrator or other Person.
The  Actions  described  on  Schedule  3.8(a)  are  not,  individually or in the
aggregate,  reasonably  likely to have a Material Adverse Effect on the Company.
None  of  the  Actions  described  on  Schedule  3.8(a)  question, challenge the
validity  of,  or  have  the  effect  of preventing, delaying, making illegal or
otherwise interfering with, this Agreement, the transactions contemplated herein
or  any  action  taken  or  proposed  to  be taken by Company Shareholder or the
Company  or  any  Company  Subsidiary  pursuant hereto or in connection with the
transactions contemplated herein. To the knowledge of the Company, except as set
forth  in  Schedule  3.8(a)  of  the  Company  Disclosure Schedule, no event has
occurred  or  circumstance  exists  that is reasonably likely to give rise to or
serve  as  a  basis  for  the  commencement  of any such Action. The Company has
delivered  or  made  available  to  the  Acquiror  copies  of  all  pleadings,
correspondence  and  other  documents relating to each Action listed in Schedule
3.8(a)  of  the  Company  Disclosure  Schedule.

           (b)     Neither  the  Company,  any  Company Subsidiaries, any assets
owned  or  used  by  the  Company or any Company Subsidiary, nor any officers or
employees  of  the  Company  are  subject  to  any Order relating to the Company
Business.

          SECTION  3.9     Taxes.
                           -----

           (a)     Each of the Company and the Company Subsidiaries has filed or
caused  to be filed (on a timely basis since February 1999) all Tax Returns that
are  or  were  required  to  be  filed by or with respect to any of them, either
separately  or  as  a  member of a group of corporations, pursuant to applicable
Law.  The Company has delivered or made available to the Acquiror copies of, and
Schedule 3.9(a) of the Company Disclosure Schedule contains a true, complete and
correct  list  of  all  such  Tax Returns filed since February 1999. Each of the
Company and the Company Subsidiaries has paid, or made provision for the payment
of,  all  Taxes that have or is reasonably likely to have become due pursuant to
those  Tax  Returns  or otherwise, or pursuant to any assessment received by the
Company  or  any Company Subsidiary. To the knowledge of the Company, there does
not  exist  any actual or proposed additional Tax assessment against the Company
or any Company Subsidiary which, individually or in the aggregate, is reasonably
likely  to  have  a  Material  Adverse  Effect  on  the  Company.

           (b)     No  waivers  of statutes of limitations as to any Tax matters
relating  to  the  Company  or  any  Company  Subsidiary  have  been given by or
requested  from  the  Company  or  any  Company  Subsidiary  and  are  currently
outstanding. To the knowledge of the Company, no audits or investigations by any
relevant  Government  Authorities  have been, or are being, conducted of any Tax
Returns  of the Company or any Company Subsidiary, and the Company has no reason
to  believe  that  any  audit  or investigation will be conducted in the future.

           (c)     The  charges,  accruals  and  reserves  with respect to Taxes
provided  in the Company Balance Sheet and the Company Interim Balance Sheet are
adequate (determined in accordance with U.S. GAAP) and are at least equal to the
Company's  and  the  Company  Subsidiaries' liability for Taxes. There exists no
proposed  Tax assessment against the Company or any Company Subsidiary except as
disclosed  in  the  Balance  Sheet.  All  Taxes  that the Company or any Company
Subsidiary  is  or  was  required  by  Law to withhold or collect have been duly
withheld  or  collected  and have been paid to the proper Governmental Entity or
other Person, or adequate reserves equal to such amounts have been set aside for
such  payments.


                                      -16-
<PAGE>
           (d)     All  Tax  Returns filed by (or that include on a consolidated
basis)  the  Company  or  any Company Subsidiary are true, complete and correct.
There  is no Tax sharing agreement that would require any payment by the Company
or  any  Company  Subsidiary  after  the  date  of  this  Agreement.

           (e)     As  a  result  of  the  Acquiror's acquisition of the Company
Assets,  neither the Company nor the Acquiror nor any Company Subsidiary will be
obligated to make a payment to a Person that could be a "parachute payment" to a
"disqualified  individual"  as  those  terms  are defined in Section 280G of the
United  States  Internal  Revenue Code of 1986, as amended (the "Code"), without
regard  to whether such payment is reasonable compensation for personal services
performed  or  to  be  performed  in  the  future.

           (f)     There  are  no  Liens  relating or attributable to Taxes with
respect  to,  or  in  connection  with, the assets of the Company or any Company
Subsidiary, except for Liens in respect of Taxes not yet due and payable. To the
knowledge  of the Company, there is no basis for the assertion of any claims for
Taxes.

           (g)     No tax is required to be withheld pursuant to Section 1445 of
the  Code  as  a  result  of  the  transfers  contemplated  by  this  Agreement.

           (h)     No  closing  agreements,  private  letter  rulings, technical
advice  memoranda  or  similar  agreement  or  rulings have been entered into or
issued by any taxing authority with respect to the Company or any affiliate with
respect  to  the  Company  Assets.

           SECTION  3.10     Employee  Benefits.
                             ------------------

           (a)     The  Company has delivered or otherwise made available to the
Acquiror  a  true,  complete  and  correct  copy of, and Schedule 3.10(a) of the
Company  Disclosure  Schedule  sets  forth a true, complete and correct list of,
each  profit-sharing,  pension,  severance  pay, thrift, savings, employee stock
ownership, incentive, change of control, employment, retirement, bonus, deferred
compensation,  stock  option,  stock  purchase,  restricted  stock, stock bonus,
medical,  health,  disability,  death  benefit  and other employee benefit plan,
agreement,  arrangement  or  commitment,  including  any  such  plan, agreement,
arrangement  or  commitment  or  any  other plan or program which constitutes an
"employee  benefit  plan"  as defined in Section 3(3) of the Employee Retirement
Income  Security  Act of 1974, as amended ("ERISA"), which provides benefits for
or pertains to any employee of the Company or any Company Subsidiary or to which
the  Company  or  any  Company Subsidiary is otherwise bound or affected (all of
which  are  hereinafter  referred  to  as  the  "Company  Benefit  Plans").

           (b)     All  Company  Benefit  Plans  maintained in the United States
(the  "Company  ERISA  Plans")  which  are  subject  to ERISA are in substantial
compliance  with  ERISA.  Each  Company ERISA Plan which is an "employee pension
benefit  plan" within the meaning of Section 3(2) of ERISA and which is intended
to  be  qualified  under  Section  401(a)  of  the Code has received a favorable
determination  letter  from  the  Internal  Revenue Service with respect to such
qualification and the Company is not aware of any circumstances likely to result
in  revocation  of any such favorable determination letter. There is no material


                                      -17-
<PAGE>
pending  or,  to the knowledge of the Company threatened, litigation relating to
the Company ERISA Plans. Neither the Company nor any of the Company Subsidiaries
has  engaged  in  a  transaction  with  respect  to any Company ERISA Plan that,
assuming  the  taxable period of such transaction expired as of the date hereof,
could  subject the Company or any Company Subsidiary to a tax or penalty imposed
by  either Section 4975 of the Code or Section 502(f) of ERISA in an amount that
would  be  material.

           (c)     Neither  the  Company  nor  any entity which is considered an
employer with the Company under Section 4001 of ERISA or Section 414 of the Code
has ever maintained or contributed to any employee benefit plan subject to Title
IV  of  ERISA.  All  contributions  required  to  be made under the terms of any
Company  ERISA  Plan have been timely made or have been reflected on the Company
Financial  Statements.

           (d)     Except  as  set  forth  in  Schedule  3.10(d)  of the Company
Disclosure  Schedule,  each Company Benefit Plan which is not subject to Title I
of  ERISA  (the  "Company  Non-ERISA  Benefit  Plans")  has  been  maintained in
substantial  compliance  with  its terms and with the requirements prescribed by
any  and  all  applicable  Laws  (including  any  special provisions relating to
qualified  plans  where  such  Company Non-ERISA Benefit Plan was intended to so
qualify)  and  has  been  maintained in good standing with applicable regulatory
authorities.  The  fair  market  value  of  the  assets  of  each funded Company
Non-ERISA  Benefit  Plan  (or  the  liability  of  each funded Company Non-ERISA
Benefit  Plan  funded through insurance) is sufficient to procure or provide for
the  benefits  accrued  thereunder  through  the  Closing  Date according to the
actuarial  assumptions  and  valuations most recently used to determine employer
contributions  to  the  Company  Non-ERISA  Benefit  Plan.

           (e)     Consummation  of  the  purchase of the Company Assets and the
other  transactions  contemplated  herein  will  not  (i) entitle any directors,
officers  or employees of the Company or any Company Subsidiary to any severance
pay,  (ii)  accelerate  the time of payment or vesting or trigger any payment or
funding  of  compensation  or  benefits  under,  increase  the amount payable or
trigger  any  other  material obligation pursuant to, any of the Company Benefit
Plans  or  any  Company  Applicable  Contract  or  (iii) result in any breach or
violation  of, or default under, any of the Company Benefit Plans or any Company
Applicable  Contract.

          SECTION  3.11     Labor  Matters.
                            --------------

          (a)     Neither  the  Company nor any Company Subsidiary is a party to
or  otherwise  bound  by  any collective bargaining agreement, contract or other
agreement  or understanding with a labor union or labor organization; nor is the
Company  or  any  Company  Subsidiary  the  subject  of  any material proceeding
asserting  that  the  Company  or  any  such Company Subsidiary has committed an
unfair labor practice or is seeking to compel it to bargain with any labor union
or labor organization; nor is there pending or, to the knowledge of the Company,
threatened,  nor  has  there ever occurred, any labor strike, organized dispute,
walkout,  work  stoppage,  slow-down  or  lockout  involving  the Company or any
Company  Subsidiary.

           (b)     Neither  the Company nor any Company Subsidiary is delinquent
in  payments  to  any employees for any wages, salaries, commissions, bonuses or
other  compensation for any services performed by them or amounts required to be
reimbursed  to  such  employees.


                                      -18-
<PAGE>
           SECTION  3.12    Compliance  with  Laws; Governmental Authorizations.
                            ---------------------------------------------------
The  businesses  of  each  of  the Company and the Company Subsidiaries have not
been, and are not being, conducted in violation of any applicable Law except for
violations  or  possible  violations that, individually or in the aggregate, are
not reasonably likely to have a Material Adverse Effect or prevent or materially
burden  or  materially  impair  the  ability  of  the  Company to consummate the
transactions  contemplated  by this Agreement. No investigation or review by any
Governmental  Entity  with  respect  to the Company or any Company Subsidiary is
pending  or,  to  the  knowledge  of  the  Company,  threatened,  nor  has  any
Governmental Entity indicated an intention to conduct the same. To the knowledge
of  the  Company, no material change is required in the Company's or any Company
Subsidiary's  processes,  properties  or  procedures in connection with any such
Laws,  and  the  Company  has  not  received  any notice or communication of any
material noncompliance with any such Laws that has not been cured as of the date
hereof.  The  Company  and  the  Company  Subsidiaries each has all Governmental
Authorizations  necessary  to conduct its business as presently conducted except
where  the  failure  to  have  such  Governmental  Authorization  would  not  be
reasonably  likely  individually  or in the aggregate to have a Company Material
Adverse  Effect.  Schedule  3.12 of the Company Disclosure Schedule sets forth a
complete  list  of  all  Governmental  Authorizations (the "Company Governmental
Authorizations") that are held or issued in the name of the Company or a Company
Subsidiary.

           SECTION  3.13     Title  to  Properties.
                             ---------------------

           (a)     Except  as  set  forth  in Schedule 3.13(a)(i) of the Company
Disclosure  Schedule,  the  Company  and  the Company Subsidiaries have good and
marketable  title (or good and valid title in the case of assets other than real
property)  to all Company Assets owned by them, in each case free from all Liens
that  would materially affect the value thereof or materially interfere with the
use  made  or currently intended to be made thereof by them; and the Company and
the  Company  Subsidiaries hold all leased real or personal property under valid
and  enforceable  leases  with no exception that would materially interfere with
the  use  made  or  currently  intended  to  be  made thereof by them.  Schedule
3.13(a)(ii) of the Company Disclosure Schedule sets forth a complete list of all
real  and  personal  properties owned by the Company and each Company Subsidiary
("Company  Owned Property") and Schedule 3.13(a)(iii) sets forth a complete list
of  each  real  and  personal property with an annual value of more than $50,000
leased  by  the Company and each Company Subsidiary ("Company Leased Property").
At the Closing, the Acquiror will obtain good and marketable title to all of the
Company  Assets,  free  and clear of any Liens other than the Bridge Loan Liens.

           (b)     Schedule  3.13(b)  sets  forth  a  complete  list of all bank
accounts  ("Company Bank Accounts") held in the name of the Company or a Company
Subsidiary  or  on  which  the  Company,  a Company Subsidiaries or any of their
employees is authorized to withdraw money, either by way of direct withdrawal or
by  check.

           SECTION  3.14     Contracts,  Leases  and  Agreements;  No  Default.
                             -------------------------------------------------

           (a)     Except  as  set  forth  in  Schedule  3.14(a)  of the Company
Disclosure Schedule, neither the Company or any Company Subsidiary is a party to
or  bound  by  any  Contract:


                                      -19-
<PAGE>
                (i)     evidencing  indebtedness  for borrowed money or pursuant
to  which  the  Company  or  any  Company  Subsidiary  has guaranteed (including
guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor
or  otherwise)  any  obligation  of  any  other  Person;

                (ii)     prohibiting  or  limiting the ability of the Company or
any  Company  Subsidiary  (A)  to engage in any line of business, (B) to compete
with  any  Person, (C) to carry on or expand the nature or geographical scope of
the  Company  Business anywhere in the world or (D) to disclose any confidential
information  in the possession of the Company or any Company Subsidiary (and not
otherwise generally available to the public), other than, in the case of (ii)(D)
only,  any  Contract  for  the  sale  or  purchase  of  goods or services or any
non-disclosure  agreement entered into in connection with the possible or actual
sale or purchase of goods or services, in each case that was entered into in the
ordinary course of business and that does not meet any other of the criteria set
forth  in  this  Section  3.14(a);

                (iii)     with  any  stockholder,  director  or  officer  of the
Company  or any Company Subsidiary (or any of their respective family members or
Related  Persons)  or  with  any  employee,  agent,  consultant, advisor, leased
employee  or representative for employment or for consulting or similar services
or  containing  any  severance  or  termination  pay obligations other than such
Contracts which may be terminated upon no more than ninety (90) days' notice by,
and  in  any  case  without  penalty  or  cost  to,  the  Company or any Company
Subsidiary  other  than for services rendered or costs incurred through the date
of  termination;

                (iv)     with any Related Person (excluding employment contracts
using  the  Company's  standard  form  employment  agreement);

                (v)     pursuant  to  which  it  (A) leases from or to any other
Person  any  tangible  personal property or (B) purchases materials, supplies or
equipment  and  which  in  the  case  of  clauses  (A) and (B), calls for future
payments  in  excess  of  $100,000  in  any  year;

                (vi)     which  is  a  partnership,  joint  venture,  marketing
agreement  or  other  Contract  (however  named) involving a sharing of profits,
losses,  costs  or Liabilities by the Company or any Company Subsidiary with any
other  Person;

                (vii)     providing  for the possible acquisition or disposition
after  the  date  of  this  Agreement  of any portion of the Company Business or
assets (except for sales of inventory in the Ordinary Course of Business) of the
Company or any Company Subsidiary other than in the Ordinary Course of Business;

                (viii)     providing  for  a  power of attorney on behalf of the
Company  or  any  Company  Subsidiary;

                (ix)     involving  a  payment  by  the  Company  or any Company
Subsidiary  after  the  date  hereof of an amount of money in excess of $100,000
annually;

                (x)     relating to product warranties, guaranties, and/or other
similar  undertakings  with  respect  to contractual performance extended by the
Company or any Company Subsidiary other than in the Ordinary Course of Business;


                                      -20-
<PAGE>
                (xi)     involving  capital  expenditures  or the acquisition of
fixed  assets  which  requires  annual  payments  by  the Company or any Company
Subsidiary  in  excess  of  $100,000;

                (xii)     relating  to  a lease or similar agreement under which
the  Company  or  any  Company  Subsidiary is a lessor or sublessor of, or makes
available  for  use  by any third party, any owned real property or leasehold or
any  portion  of  premises  otherwise  occupied  by  the  Company or any Company
Subsidiary;

                (xiii)     relating  to  a  license,  royalty  Contract or other
agreement relating, in whole or in part, to Company Intellectual Property Assets
with  a  value in excess of $100,000, including Contracts with current or former
employees,  consultants,  or  contractors  regarding  the  appropriation  or the
non-disclosure  of  any  of  the  Company  Intellectual  Property  Assets;

                (xiv)     with  any  Governmental  Entity;
                (xv)     involving  the  grant to any Person of any preferential
right  to, purchase any rights, assets or property of the Company or any Company
Subsidiary;

                (xvi)     relating  to  a  mortgage, pledge, security agreement,
deed of trust or other document granting a Lien over any material property, real
or  personal,  owned  by  the  Company  or  any  Company  Subsidiary;

                (xvii)     involving  the performance of services or delivery of
goods  or materials by or to the Company or any Company Subsidiary of any amount
or  value  in  excess  of  $100,000;
                (xviii)     that  was not entered into in the Ordinary Course of
Business;

                (xix)     affecting  the  ownership of, title to, use of, or any
leasehold  or  other interest in, any real property or personal property (except
personal property leases and installment and conditional sales agreements having
a  value  per item or aggregate payments of less than $100,000 and with terms of
less  than  one  year);

                (xx)     providing  for  payments  to  or by any Person based on
sales,  purchases,  or  profits,  other than direct payments for goods and other
than  barter  transactions  carried  on  in  the  Ordinary  Course  of  Business
comprising  in  the  aggregate  less  than  5% of the Company's consolidated net
revenue  for  the  year  ended  December  31,  2000;

                (xxi)     that  contains  or provides for an express undertaking
by  the  Company  or  any Company Subsidiary to be responsible for consequential
damages,  other  than  those  entered  in  the  Ordinary  Course  of  Business;

                (xxii)     providing  for  any  franchise,  broker  or  similar
license  agreement  between  the Company or any Company Subsidiary and any other
Person;  or

                (xxiii)     under  which  the  Company or any Company Subsidiary
provides  goods  or  services  to  a  client.


                                      -21-
<PAGE>
The Company has delivered or made available to the Acquiror a true, complete and
correct  copy  of  each  Contract  identified  or  required  to be identified in
Schedule 3.14(a) of the Company Disclosure Schedule and each such Contract is in
full force and effect and is valid and enforceable in accordance with its terms,
subject  to  the  Bankruptcy  Exception.

           (b)     Except  as  set  forth  in  Schedule  3.14(b)  of the Company
Disclosure  Schedule,

                (i)     the Company and the Company Subsidiaries each is, and at
all  times  since  organization  or  incorporation  has  been,  in  substantial
compliance  with  all  applicable  terms  and  requirements  of  each  Contract
identified  or  required  to  be  identified  in Schedule 3.14(a) of the Company
Disclosure  Schedule;

                (ii)     to the knowledge of the Company, each other Person that
has  any  obligation  or  Liability  under any Company Applicable Contract is in
compliance  in  all material respects with all applicable terms and requirements
of  each Contract identified or required to be identified in Schedule 3.14(a) of
the  Company  Disclosure  Schedule;

                (iii)     to the knowledge of the Company, no event has occurred
or  circumstance exists that is reasonably likely to (with or without the giving
of  notice or the lapse of time or both) contravene, conflict with, or result in
a violation or breach of, or give the Company or any Company Subsidiary or other
Person  the  right  to  declare  a  default  or exercise any remedy under, or to
accelerate  the  maturity or performance of, or to cancel, terminate, or modify,
any  Contract identified or required to be identified in Schedule 3.14(a) of the
Company  Disclosure  Schedule;

                (iv)     neither  the  Company  nor  any  Company Subsidiary has
given  to  or  received from any other Person, at any time since organization or
incorporation,  any  notice  or  other  communication  (whether oral or written)
regarding any actual, alleged, possible, or potential violation or breach of, or
default  under, any Contract identified or required to be identified in Schedule
3.14(a)  of  the  Company  Disclosure  Schedule;  and

                (v)     each Contract identified or required to be identified in
Schedule 3.14(a) of the Company Disclosure Schedule is in full force and effect,
is valid and enforceable in accordance with its terms, subject to the Bankruptcy
Exception,  and  was  entered  into  in  the  Ordinary  Course  and  without the
commission  of  any  act  alone  or  in  concert  with  any other Person, or any
consideration  having  been paid or promised, that is or is reasonably likely to
be  in  violation  of  any  Law.

           (c)     There  are  no  renegotiations  of  or  outstanding rights to
renegotiate any amounts paid or payable to the Company or any Company Subsidiary
under  any current or completed Contract identified or required to be identified
in  Schedule  3.14(a)  of  the Company Disclosure Schedule with any other Person
having  the  contractual  or  statutory  right  to  demand  or  require  such
renegotiation  and,  to  the  knowledge  of the Company, no such Person has made
written  demand  for  such  renegotiation.

          SECTION  3.15     Insurance.  Schedule  3.15 of the Company Disclosure
                            ---------
Schedule  sets  forth a complete list of all insurance policies maintained by or


                                      -22-
<PAGE>
on  behalf  of the Company or any Company Subsidiaries and a list of all claims,
either pending or asserted, in excess of $50,000 in the aggregate since December
31,  2000.  All  premiums in respect of such policies due or coming due prior to
the  Closing  Date  have  been paid or shall have been paid prior to the Closing
Date.

          SECTION  3.16     Brokers  and  Finders.  No agent, broker, investment
                            ---------------------
banker,  intermediary, finder, Person or firm acting on behalf of the Company or
any  Company Subsidiary or which has been retained by or is authorized to act on
behalf  of  the Company or any Company Subsidiary is or would be entitled to any
broker's  or  finder's  fee  or any other commission or similar fee, directly or
indirectly,  from  any of the parties hereto in connection with the execution of
this  Agreement  or  upon  consummation of the transactions contemplated herein.

          SECTION 3.17       No Undisclosed Liabilities.  Except for Liabilities
                             --------------------------
set  forth  on  Schedule  3.17  of  the Company Disclosure Schedule, neither the
Company  nor  any  Company  Subsidiary has any Liabilities or obligations of any
nature  (and, to the knowledge of the Company, there is no basis for any present
or  future  Action  against  it  giving  rise  to  any Liability) except for (i)
Liabilities or obligations reflected or reserved against in the Balance Sheet or
the  Interim Balance Sheet and (ii) current Liabilities incurred in the Ordinary
Course of Business (none of which results from, arises out of, relates to, is in
the  nature  of,  or  was  caused by any breach of contract, breach of warranty,
tort,  infringement,  or  violation  of Law) since the respective dates thereof.

          SECTION  3.18       Accounts  Receivable.  All  accounts receivable of
                              --------------------
the  Company and each Company Subsidiary that are reflected on the Balance Sheet
or  the  Interim  Balance  Sheet or on the accounting records of the Company and
each  Company  Subsidiary  as  of  the  Closing Date (collectively, the "Company
Accounts Receivable") represent or will represent valid obligations arising from
sales  actually  made  or  services actually performed in the Ordinary Course of
Business. Unless paid prior to the Closing Date, the Company Accounts Receivable
are  or  will  be  as  of  the  Closing  Date current and collectible net of the
respective  reserves  shown on the Balance Sheet or the Interim Balance Sheet or
on  the  accounting records of the Company and each Company Subsidiary as of the
Closing  Date  (which  reserves are adequate and calculated consistent with past
practice  and,  in  the  case  of  the reserves as of the Closing Date, will not
represent  a  greater  percentage  of  the Company Accounts Receivable as of the
Closing  Date  than  the  reserves  reflected  in  the  Interim  Balance  Sheet
represented  of  the  Company Accounts Receivable reflected therein and will not
represent  a material adverse change in the composition of such Company Accounts
Receivable  in  terms  of  aging).  Except  as set forth in Schedule 3.18 of the
Company  Disclosure  Schedule,  subject  to  such  reserves, each of the Company
Accounts  Receivable  either  has been or will be collected in full, without any
set-off, within ninety (90) days after the day on which it first becomes due and
payable.  There is no contest, claim, or right of set-off, other than returns in
the  Ordinary  Course  of Business, under any Contract with any maker of Company
Accounts  Receivable relating to the amount or validity of such Company Accounts
Receivable.  Schedule  3.18  of the Company Disclosure Schedule contains a true,
complete  and  correct list of all Company Accounts Receivable as of the date of
the  Interim  Balance  Sheet,  which  list sets forth the aging of such Accounts
Receivable.


                                      -23-
<PAGE>
           SECTION  3.19     Employees.
                             ---------

           (a)     Schedule  3.19  of the Company Disclosure Schedule contains a
true,  complete  and correct list of the following information for each employee
or  director of the Company and each Company Subsidiary, including each employee
on  leave  of  absence  or  layoff  status:  employer; name; job title; vacation
accrued;  and  service  credited  for  purposes  of  vesting  and eligibility to
participate under any of the Company's Benefit Plans.  The Company has delivered
to  Acquiror  a  list  of the current compensation paid or payable to all of its
employees  and  any  change  in  their  compensation  since  December  31, 2000.

           (b)     To  the  knowledge  of  the  Company,  no  former  or current
employee  of  the  Company  or  any  Company Subsidiary or any current or former
director of the Company or any Company Subsidiary is a party to, or is otherwise
bound  by,  any Contract, between such employee or director and any other Person
(a  "Proprietary  Rights Agreement") that in any way affects or would affect (i)
the  performance of his duties as an employee or director of the Company or such
Company  Subsidiary or (ii) the ability of the Company or any Company Subsidiary
to conduct the Company Business, including any Proprietary Rights Agreement with
the  Company  or any Company Subsidiary by any such employee or director. To the
knowledge  of  the  Company,  no director, officer, or other key employee of the
Company  or  any Company Subsidiary intends to terminate his employment with the
Company  or  such  Company  Subsidiary,  as  the  case  may  be.

          SECTION  3.20     Intellectual  Property.
                            ----------------------

          (a)     Intellectual Property Assets.  The  term "Company Intellectual
                  ------------------------------
Property  Assets"  includes:

                (i)     the  name  NetCel360,  all  fictional  business  names,
trading  names,  registered  and  unregistered  trademarks,  service  marks, and
applications  (collectively,  "Company  Marks");

                (ii)     all  patents  and  patent  applications  (collectively,
"Company  Patents")

                (iii)     all copyrights in both published works and unpublished
works  (collectively,  "Company  Copyrights")

                (iv)     all  know-how, trade secrets, confidential information,
software,  technical  information, process technology, plans, drawings, and blue
prints  (collectively,  "Company  Trade  Secrets");

                (v)     all  domain  names and url addresses for websites on the
internet  or  the  world  wide  web  ("Company  Domain  Names");

owned, used, or licensed by the Company or any Company Subsidiary as licensee or
licensor.

           (b)     Agreements.  Schedule  3.20(b)  of  the  Company  Disclosure
Schedule  contains  a  true,  complete and correct list and summary description,
including  any  royalties  paid  or  received  by  the  Company  or  any Company


                                      -24-
<PAGE>
Subsidiary,  of  all  agreements  relating  to the Company Intellectual Property
Assets to which the Company or any Company Subsidiary is a party or by which the
Company  or  any  Company Subsidiary is bound, except for any license implied by
the sale of a product and any agreements relating to software programs, that can
be  replaced  for  less  than  $100,000.  There  are  no  outstanding or, to the
knowledge  of  the Company, threatened disputes or disagreements with respect to
any  such  agreement.

           (c)     Intellectual  Property  Necessary  for  the Company Business.

                (i)     The  Company  Intellectual Property Assets are all those
necessary  for  the  operation  of  the  Company  Business  as  it  is currently
conducted. The Company and/or one or more Company Subsidiary is the owner of all
right,  title,  and  interest  in  and  to, or has the right to use, each of the
Company  Intellectual  Property  Assets, free and clear of all Liens (except for
the  Bridge  Loan  Liens),  and  other  adverse claims and has the right to use,
without  payment  to  any  third party in excess of $50,000 per year, all of the
Company  Intellectual  Property  Assets.

                (ii)     All  employees  of  the  Company  and  each  Company
Subsidiary  have  executed  written  agreements with the Company or the relevant
Company Subsidiary that assign to the Company or the relevant Company Subsidiary
all  rights  to  any  inventions,  improvements,  discoveries,  or  proprietary
information  relating  to  the Company Business. Except as set forth in Schedule
3.20(c)  of  the  Company  Disclosure  Schedule,  the Company has not caused any
employee  to  enter into, and to the knowledge of the Company no employee of the
Company or any Company Subsidiary has entered into, any agreement that restricts
or  limits  in  any  way  the scope or type of work in which the employee may be
engaged  or  requires  the employee to transfer, assign, or disclose information
concerning  his  work  to  anyone  other  than  the  Company  and  each  Company
Subsidiary.

           (d)     Patents.  There  are  no  Company  Patents.
                   -------

           (e)     Trademarks.
                   ----------

                (i)     Schedule 3.20(e) of Company Disclosure Schedule contains
a  true,  complete and correct list and summary description of all Company Marks
and  the  status of the registration applications for each such Company Marks in
the  jurisdictions in which applications have been submitted. The Company and/or
one  or  more  of the Company Subsidiaries is the owner, licensor or licensee of
all  right,  title,  and  interest in and to each of the Company Marks, free and
clear  of  all  Liens,  and  other  adverse  claims.

                (ii)     No  Company  Mark  has  been  or is now involved in any
opposition,  invalidation, or cancellation and, to the knowledge of the Company,
no  such  action  is  threatened  with  respect  to  any  of  the Company Marks.

               (iii)     To  the knowledge of the Company, there is no trademark
or  trademark  application  of any third party which potentially interferes with
any  of  the  Company  Marks.

                (iv)     No  Company  Mark  is infringed or, to the knowledge of
the  Company,  has been challenged or threatened in any way by any other Person.
To  the  knowledge of the Company, none of the Company Marks used by the Company


                                      -25-
<PAGE>
or  any  Company  Subsidiary infringes or is alleged to infringe any trade name,
trademark,  or  service  mark  of  any  third  party.

           (f)     Copyrights.
                   ----------

                (i)     Schedule  3.20(f)  of  the  Company  Disclosure Schedule
contains  a  true,  complete  and  correct  list  and summary description of all
Company  Copyrights  with  a  value in excess of $100,000 (including proprietary
software  and  related  documentation,  customer and user manuals, databases and
websites)  necessary  or  materially  beneficial  to  the  Company Business. The
Company and/or one or more of the Company Subsidiaries is the owner, licensor or
licensee  of  all  right,  title,  and  interest  in  and to each of the Company
Copyrights  necessary or materially beneficial to the Company Business, free and
clear of all Liens (other than the Bridge Loan Liens), and other adverse claims.

                (ii)     No  Company  Copyright is infringed by any other Person
or,  to  the  knowledge of the Company, has been challenged or threatened in any
way  by  any  other Person.  To the knowledge of the Company none of the subject
matter  of any of the Company Copyrights infringes or is alleged to infringe any
copyright  of  any  third  party.

           (g)     Trade  Secrets.
                   --------------

                (i)     With  respect to each material Company Trade Secret, the
documentation  relating  to  such Company Trade Secret is current, accurate, and
sufficient  in  detail  and  content to identify and explain it and to allow its
full  and  proper  use  without  reliance  on the special knowledge or memory of
others.

                (ii)     The  Company and each Company Subsidiary have taken all
reasonable  precautions  to  protect  the secrecy, confidentiality, and value of
their  Company  Trade  Secrets.

                (iii)     The  Company  and/or  one  or  more  of  the  Company
Subsidiaries  has  good  title  and  an absolute (but not necessarily exclusive)
right  to  use  the  Company Trade Secrets. To the knowledge of the Company, the
Company  Trade  Secrets are not part of the public knowledge or literature, and,
to  the  knowledge of the Company, have not been used, divulged, or appropriated
either  for  the  benefit  of  any Person (other than the Company or any Company
Subsidiary  or  pursuant  to a non-disclosure agreement), or to the detriment of
the Company or any Company Subsidiary. No Company Trade Secret is subject to any
adverse  claim  or,  to  the  knowledge  of  the  Company has been challenged or
threatened  in  any  way.

           (h)     Domain  Names.
                   -------------

                (i)     Schedule  3.20(h)  sets  forth  a  complete  list of all
Company Domain Names. The Company and/or one or more Company Subsidiaries is the
owner  of  all  right,  title, and interest in and to each of the Company Domain
Names,  free  and  clear  of  all  Liens, and other adverse claims. Such Company
Domain Names are properly registered with Network Solutions or such other agency
or  company  duly  authorized by relevant Governmental Entities to maintain such
registry,  and  all  fees  due  in  respect  of  such  registrations  have been.


                                      -26-
<PAGE>
                (ii)     No  Company  Domain  Name  is  infringed,  or  to  the
knowledge  of  the  Company, has been challenged or threatened in any way by any
other  Person.  None  of the Company Domain Names infringes on any Copyrights of
any  Person.

          SECTION  3.21     Certain  Payments.  Since  their  incorporation  or
                            -----------------
organization,  neither  the  Company  nor any Company Subsidiary has nor has any
Representative  of the Company or any Company Subsidiary, or to the knowledge of
or  the  Company  any other Person associated with or acting for or on behalf of
the  Company  or  any  Company  Subsidiary,  directly or indirectly (a) made any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other
payment  to any Person, private or public, regardless of form, whether in money,
property,  or  services  (i) to obtain favorable treatment in securing business,
(ii)  to  pay  for  favorable treatment for business secured, or (iii) to obtain
special  concessions  or  for  special  concessions  already obtained, for or in
respect  of  the  Company  or  any  Company  Subsidiary  or  (b)  established or
maintained any fund or asset that has not been recorded in the books and records
of  the  Company  or  any  Company  Subsidiary.

          SECTION  3.22     Company  Assets.  The  Company  Owned  Property, the
                            ---------------
Company Leased Property, the Company Account Receivables, the Company's interest
in  the  Company Intellectual Property, the Company Governmental Authorizations,
the Company Bank Accounts, the capital stock of the Company Subsidiaries and the
Company  Investments  constitute  all of the assets held directly by the Company
and  represent  all  of  the  assets necessary or beneficial for the Acquiror to
conduct  the  Company  Business after Closing to the same extent as conducted by
the  Company immediately prior to Closing.  The Excluded Assets in the aggregate
have  a fair market value (after taking into account any related liabilities and
obligations)  of  less  than  $50,000.

          SECTION  3.23     Customers  and  Suppliers.  Schedule  3.23  of  the
                            -------------------------
Company  Disclosure Schedule sets forth the aggregate amount of sales to each of
the  20  largest  customers  of the Company Business for the twelve months ended
March  31,  2001  and  the  aggregate  amount  of purchases from each of the ten
largest  providers of goods or services to the Company Business during this same
period.  To  the  knowledge  of the Company, no customer or material supplier of
the  Company  Business will cease or substantially reduce the business conducted
with  the  Company  or  any  Company  Subsidiary  after,  or as a result of, the
Closing.  Schedule  3.14  of the Company Disclosure Schedule sets forth customer
contracts  entered into by NetCel360 Pte Ltd which the Company and NetCel360 Pte
Ltd  are  currently  restricted from transferring to the Acquiror as part of the
Company  Assets  (the "Company Singapore Contracts").  The Company hereby agrees
to  use  commercially  reasonable efforts to cause NetCel360 Pte Ltd to transfer
the  Company  Singapore  Contracts  to  the  Acquiror  or  one  of  the  Company
Subsidiaries  promptly  after  such  restrictions  have  expired.

          SECTION  3.24     Takeover  Statutes.  No  "fair price", "moratorium",
                            ------------------
"control share acquisition" or other similar anti-takeover statute or regulation
(each  a  "Takeover  Statute")  or any applicable anti-takeover provision in the
Company's  memorandum  of association and articles of association or certificate
of  incorporation  and  bylaws,  as  applicable,  is, or at the Closing will be,
applicable  to  the  transactions  contemplated  in  this  Agreement.


                                      -27-
<PAGE>
          SECTION  3.25     Shares  to  be  Received  by  Company  Shareholders.
                            ---------------------------------------------------
Exhibit  3.25  sets  forth  the  number of shares of Acquiror Common Stock to be
received  by each Company Shareholder if all Shares were received by the Company
as  of the date hereof and distributed to the Company Shareholders in accordance
with their respective fully diluted ownership interests in the Company.  For the
purposes  of  this  Section  3.25,  it is assumed that (i) all shares of Company
Common  Shares that may be issued subsequent to the date hereof have been issued
and  (ii)  Total  E-commerce  Limited  has distributed all of the Shares that it
receives,  to  its  two  Shareholders.

          SECTION  3.26       No  other  Representation or Warranty.  Except for
                              -------------------------------------
the  representations  and  warranties contained in this Article III, neither the
Company  nor  any  Company  Subsidiary  makes  any  other  express  or  implied
representation  or  warranty on behalf of the Company or any Company Subsidiary.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

          As used herein, (i) any reference to any event, change or effect being
"material"  with  respect  to  the  Acquiror or any Acquiror Subsidiary means an
event,  change  or  effect  which  is  material  in  relation  to  the financial
condition,  properties, business, operations, assets or results of operations of
the  Acquiror  and each Acquiror Subsidiary, taken as a whole, and (ii) the term
"Acquiror  Material  Adverse  Effect"  on  the Acquiror means a material adverse
effect  on  the financial condition, properties, business, operations, assets or
results  of  operations of the Acquiror and each Acquiror Subsidiary, taken as a
whole.

          The Acquiror hereby represents and warrants to the Company as follows:

          SECTION  4.1     Organization  and  Good  Standing;  the  Acquiror
                           -------------------------------------------------
Subsidiaries.
------------

           (a)     Each  of  the  Acquiror  and each Acquiror Subsidiary is duly
incorporated,  validly  existing  and  in  good  standing  under the laws of its
respective  jurisdiction of incorporation, with requisite power and authority to
conduct  its business as it is now being conducted, to own or use the properties
or  assets  that it purports to own or use, and to perform all of its respective
obligations  under  all Acquiror Applicable Contracts.  Each of the Acquiror and
Acquiror  Subsidiaries  (as  defined  below) is duly qualified or licensed to do
business  as  a  foreign  corporation  and  is  in  good  standing  as a foreign
corporation  in  each  jurisdiction  in which either the ownership or use of the
properties owned or used by it, or the nature of the activities conducted by it,
requires  such  licensing,  qualification or good standing.  The Acquiror is not
required  to  register  as  an  "investment  company"  within the meaning of the
Investment  Company  Act  of  1940.

           (b)     The Acquiror has made available or delivered to the Company a
true, complete and correct copy of the Acquiror's and each Acquiror Subsidiary's
certificate  of incorporation and bylaws, as applicable, each as amended to date
(collectively,  the  "Acquiror's  Organizational  Documents").  The  Acquiror's
Organizational  Documents  so  delivered  are  in  full  force  and  effect.


                                      -28-
<PAGE>
           (c)     Schedule  4.1(c)  of  the  Acquiror  Disclosure Schedule sets
forth  a  true,  complete  and  correct list of all Subsidiaries of the Acquiror
(hereinafter  referred  to  individually  as  an  "Acquiror  Subsidiary"  and
collectively  as  the  "Acquiror Subsidiaries"). Schedule 4.1(c) of the Acquiror
Disclosure  Schedule  states,  with  respect  to  each  Acquiror Subsidiary, its
jurisdiction  of  incorporation  or  organization  and  the Acquiror's ownership
interest.

           (d)     Except for each Acquiror Subsidiary and as contemplated under
this  Agreement, the Acquiror does not and on the Closing Date will not have any
Subsidiaries  or  own of record or beneficially, or has any Contract to acquire,
any  capital  stock  or  equity  interest, investment or other securities of any
Person  or  any  direct  or  indirect  equity or ownership interest in any other
business.

          SECTION  4.2     Capitalization.

           (a)     The  authorized capital stock of the Acquiror is set forth in
the  Acquiror  Form  10-K.  All  of the issued and outstanding shares of capital
stock of the Acquiror and each Acquiror Subsidiary have been duly authorized and
are  validly  issued,  fully  paid  and  nonassessable.

           (b)     The Acquiror or an Acquiror Subsidiary is and shall be on the
Closing  Date  the  sole  record  and  beneficial owner and holder of all of the
issued and outstanding shares of capital stock of each Acquiror Subsidiary, free
and  clear  of  all  Liens.

           (c)     Except  as  described in the Acquiror Form 10-K, there are no
shares  of  capital  stock  or  other securities of the Acquiror or any Acquiror
Subsidiary (i) reserved for issuance or (ii) subject to preemptive rights or any
outstanding  subscriptions,  options,  warrants,  calls,  rights,  convertible
securities  or  other  agreements  or other instruments outstanding or in effect
giving  any  Person  the  right  to acquire any shares of capital stock or other
securities  of the Acquiror or any Acquiror Subsidiary or any commitments of any
character  relating  to the issued or unissued capital stock or other securities
of  the  Acquiror  or  any  Acquiror  Subsidiary.  The  Acquiror  does  not have
outstanding  any  Voting  Debt.

           (d)     Except  for  each  Acquiror Subsidiary, the Acquiror does not
and  on  the  Closing  Date  will  not have any Subsidiaries or own of record or
beneficially,  or  has  any  Contract  to  acquire,  any capital stock or equity
interest, investment or other securities of any Person or any direct or indirect
equity  or  ownership  interest  in  any  other  business.

           (e)     All  of the Shares have been duly authorized and, when issued
in  accordance  with  this  Agreement,  shall  be  validly  issued,  fully paid,
nonassessable  and  free  and  clear  of  all  Liens

          SECTION  4.3       Corporate  Authority.  The  Acquiror  has  the full
                             --------------------
legal  right,  requisite  corporate power and authority and has taken all action
necessary  in  order to execute, deliver and perform fully its obligations under
this  Agreement  and  to  consummate  the transactions contemplated herein. This
Agreement has been duly executed and delivered by the Acquiror and constitutes a
valid and binding agreement of the Acquiror, enforceable against the Acquiror in
accordance  with  its  terms,  subject  to  the  Bankruptcy  Exception.


                                      -29-
<PAGE>
          SECTION  4.4       Consents  and Approval.  Except for the filing with
                             ----------------------
the  Nasdaq stock Market of a supplemental listing application in respect of the
Shares,  and  except  as  set  forth  in Schedule 4.4 of the Acquiror Disclosure
Schedule,  no  notices,  reports or other filings are required to be made by the
Acquiror  with,  nor  are  any consents, registrations, approvals, declarations,
permits, expiration of any applicable waiting periods or authorizations required
to  be obtained by the Acquiror from, any Governmental Entity in connection with
the  execution or delivery of this Agreement by the Acquiror, the performance by
the Acquiror of its obligations hereunder or the consummation by the Acquiror of
the  transactions  contemplated  herein  except  for  any such notices, reports,
filings,  registrations, approvals, declarations, permits, or authorizations the
failure  to  make  or  obtain  any  or  all of which is not reasonably likely to
prevent,  materially burden or materially delay the consummation by the Acquiror
of  the  transactions  contemplated  in  this  Agreement.

          SECTION  4.5       No  Violations.  Assuming the making of the filings
                             --------------
set forth in Schedule 4.4 of the Acquiror Disclosure Schedule, the execution and
delivery  of  this  Agreement  by the Acquiror does not, and the performance and
consummation by the Acquiror of any of the transactions contemplated herein will
not, with respect to each of the Acquiror and each Acquiror Subsidiary, directly
or  indirectly  (with  or  without  the giving of notice or the lapse of time or
both):

           (a)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of,  or a default under (i) any provision of the Acquiror
Organizational  Documents  or  (ii)  any  resolution  adopted  by  the  Board of
Directors (or similar governing body) or the stockholders of the Acquiror or any
Acquiror  Subsidiary;

           (b)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of,  or  a  default under, or the acceleration of, or the
triggering of any payment or other obligations pursuant to, any existing benefit
plan  maintained by Acquiror or any Acquiror Applicable Contract or any grant or
award  made  under  any  of  the  foregoing;

           (c)     contravene,  conflict  with,  or  constitute  or  result in a
breach or violation of, or a default under, or the cancellation, modification or
termination  of,  or  the  acceleration  of,  or  the  creation of a Lien on any
properties  or  assets  owned or used by the Acquiror or any Acquiror Subsidiary
pursuant  to,  any  provision  of  any Contract, under which the Acquiror or any
Acquiror  Subsidiary  is  or may become bound or is or may become subject to any
obligation or Liability or by which any of their respective assets owned or used
are  or  may  become  bound  (an  "Acquiror  Applicable  Contract");

           (d)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or violation of, any Law or any Order or give any Governmental Entity or
any  other  Person  the  right to challenge any of the transactions contemplated
herein  or  to  exercise  any  remedy or obtain any relief under, any Law or any
Order  to  which  the  Acquiror or any Acquiror Subsidiary, or any of the assets
owned  or  used  by  the  Acquiror  or  any  Acquiror  Subsidiary,  are subject;

           (e)     require any filing by the Acquiror or any Acquiror Subsidiary
with,  or approval or consent or other action by, any Governmental Entity or any
other  Person;


                                      -30-
<PAGE>
           (f)     contravene,  conflict  with,  or  constitute  or  result in a
breach  or  violation  of,  or  a  default  under, any provision of, or give any
Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or
modify,  any  Governmental  Authorization  that  is  held by the Acquiror or any
Acquiror  Subsidiary  or that otherwise relates to the Acquiror Business, or any
of  the  assets  owned  or  used  by the Acquiror or any Acquiror Subsidiary; or

           (g)     cause any of the assets owned by the Acquiror or any Acquiror
Subsidiary  as  of  the  date  hereof to be reassessed or revalued by any taxing
authority  or  other  Governmental  Entity.

          SECTION  4.6     SEC  Filings.  The  Acquiror Form 10-K (including any
                           ------------
financial  statements  or  schedules  included  therein)  (i)  complied with the
requirements  of the Securities Act, or the Exchange Act, as the case may be, in
all  material  respects,  and (ii) did not at the time of filing (or if amended,
supplemented  or superseded by a filing prior to the date hereof, on the date of
that  filing) contain any untrue statement of a material fact or omit to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  the  light  of the circumstances under which they were
made,  not  misleading.

          SECTION  4.7     Financial  Statements.
                           ---------------------

           (a)     The  Acquiror  Form  10-K  contains  the audited consolidated
balance  sheet  of the Acquiror as at January 31, 2000 and January 31, 2001, and
the  related audited consolidated statements of income, changes in stockholders'
equity  and cash flow for each of the fiscal years then ended, together with the
report  thereon  of  the  Acquiror  Accountants  (collectively,  the  "Acquiror
Financial  Statements").

           (b)     The  Acquiror  Financial  Statements and notes fairly present
the consolidated financial condition and the consolidated results of operations,
changes  in stockholders' equity and cash flow of the Acquiror and each Acquiror
Subsidiary as at the respective dates of and for the periods referred to in such
financial  statements,  all  in accordance with U.S. GAAP except, in the case of
the  Acquiror Interim Balance Sheet and related statements of income, changes in
shareholders  equity  and  cash  flow,  for  the absence of notes and subject to
normal  year  end  audit adjustments.  The Acquiror Financial Statements reflect
the  consistent application of such accounting principles throughout the periods
involved.  As  of  their respective dates, the Acquiror Financial Statements did
not  contain any untrue statement of a material fact or omit to state a material
fact  required  to  be  stated  therein or necessary to make the statements made
therein,  in light of the circumstances in which they were made, not misleading.
No  financial statements of any Person other than the Acquiror and each Acquiror
Subsidiary  are  required  by  U.S.  GAAP  to  be  included  in the consolidated
financial  statements  of  the  Acquiror.  As of April 30, 2001 the Acquiror had
cash and cash equivalents of at least $3.4 million (including amounts subject to
a  writ  of  attachment  filed  by  Vitria).

           (c)     The Acquiror Financial Statements were compiled from and will
be  in  accordance  with the books and records of the Acquiror and each Acquiror
Subsidiary. The books and records (including the books of account, minute books,
stock  record  books  and  other  records)  of  the  Acquiror  and each Acquiror
Subsidiary,  all  of  which  have been made available to the Acquiror, are true,
complete  and correct and have been maintained in accordance with sound business


                                      -31-
<PAGE>
practices  and  the  requirements  of  Section  13(b)(2)  of  the  Exchange  Act
(regardless of whether or not the Acquiror or any Acquiror Subsidiary is subject
to  such  Section),  including the maintenance of an adequate system of internal
controls.  The minute books of the Acquiror and each Acquiror Subsidiary contain
true, complete and correct records of all meetings held of, and corporate action
taken  by, the stockholders, the Board of Directors, and committees of the Board
of Directors of the Acquiror and each Acquiror Subsidiary, and no meeting of any
such  stockholders,  Board  of  Directors  or  committee has been held for which
minutes  have  not  been prepared and are not contained in such minute books. At
the  Closing,  all  of those books and records shall be in the possession of the
Acquiror  and  each  Acquiror  Subsidiary.

          SECTION  4.8     Absence of Certain Changes and Events.  Except as set
                           -------------------------------------
forth  in  Schedule  4.8  of the Acquiror Disclosure Schedule or as described or
referred to in the Acquiror Form 10-K or the Acquiror's Form 8-K dated March 20,
2001,  since  January  31,  2001,  the Acquiror and each Acquiror Subsidiary has
conducted  the  Acquiror  Business  only in, and has not engaged in any material
transaction  other than according to, the Ordinary Course of Business, and there
has  not  been:

           (a)     any  change  in the financial condition, properties, business
or  results  of operations of the Acquiror and the Acquiror Subsidiaries, to the
knowledge  of  the  Acquiror,  except those changes that, individually or in the
aggregate,  are  not  reasonably  likely  to  have  an Acquiror Material Adverse
Effect;

           (b)     any  material damage, destruction or other casualty loss with
respect to any material asset or property owned, leased or otherwise used by the
Acquiror  or  any  Acquiror  Subsidiary,  whether  or  not covered by insurance;

           (c)     any  declaration, setting aside or payment of any dividend or
other  distribution  in respect of the capital stock of the Acquiror, except for
dividends  or  other distributions on its capital stock publicly announced prior
to  the  date  hereof,

           (d)     any  change  by  the  Acquiror  in  accounting  principles,
practices  or  methods;  or

           (e)     any increase in the compensation payable or that could become
payable  by  the  Acquiror or any Acquiror Subsidiary to any of their respective
current  or  former directors, officers or key employees or any amendment of any
of  the  Acquiror  Benefit  Plans,  other  than  increases  or amendments in the
Ordinary  Course  of Business or increases pursuant to the terms of the existing
employment  agreements,  and  no  employment  agreements  with  any  directors,
employees  or  officers of the Acquiror or any Acquiror Subsidiaries, other than
renewals  of  employment  agreements  in  accordance with their terms, have been
entered  into  by  the  Acquiror  or  any  Acquiror  Subsidiary.

          SECTION  4.9     Litigation;  Orders.
                           -------------------

           (a)     Except  for  the Acquiror's litigation with Vitria Technology
Inc.  (the  "Vitria  Litigation")  and  as  set  forth in Schedule 4.9(a) of the
Acquiror  Disclosure Schedule, there are no Actions pending or, to the knowledge
of  the  Acquiror,  threatened,  anticipated  or  contemplated  against,  by  or
affecting  the  Acquiror  or  any Acquiror Subsidiary or any of their respective
assets,  at law, in equity or otherwise, in, before, by, or otherwise involving,
any  Governmental  Entity,  arbitrator  or  other  Person.  None  of the Actions
described  above  are reasonably likely to (i) have a Material Adverse Effect on


                                      -32-
<PAGE>
the  Acquiror or (ii) question, challenge the validity of, or have the effect of
preventing,  delaying,  making  illegal  or  otherwise  interfering  with,  this
Agreement,  the transactions contemplated herein or any action taken or proposed
to  be  taken  by  the Acquiror or any Acquiror Subsidiary pursuant hereto or in
connection  with  the  transactions  contemplated herein. Except as set forth in
Schedule  4.9(a)  of  the  Acquiror Disclosure Schedule, to the knowledge of the
Acquiror, no event has occurred or circumstance exists that is reasonably likely
to give rise to or serve as a basis for the commencement of any such Action. The
Acquiror  has  delivered  or  made  available  to  the  Acquiror  copies  of all
pleadings,  correspondence and other documents relating to each Action listed in
Schedule  4.9(a)  of  the  Acquiror  Disclosure  Schedule.

           (b)     Neither  the  Acquiror, any Acquiror Subsidiaries, any assets
owned  or  used  by the Acquiror or any Acquiror Subsidiary, nor any officers or
employees  of  the  Acquiror  are  subject to any Order relating to the Acquiror
Business.

          SECTION  4.10     Brokers  and  Finders.  No agent, broker, investment
                            ---------------------
banker, intermediary, finder, Person or firm acting on behalf of the Acquiror or
any Acquiror Subsidiary or which has been retained by or is authorized to act on
behalf of the Acquiror or any Acquiror Subsidiary is or would be entitled to any
broker's  or  finder's  fee  or any other commission or similar fee, directly or
indirectly,  from  any of the parties hereto in connection with the execution of
this  Agreement  or  upon  consummation of the transactions contemplated herein.

          SECTION  4.11     No  Undisclosed  Liabilities.  Except  for  any
                            ----------------------------
Liabilities  in  connection  with  the  Vitria Litigation, potential Liabilities
referred  to  in  the Acquiror Form 10-K or as set forth on Schedules 4.9(a) and
4.11  of the Acquiror Disclosure Schedule, neither the Acquiror nor any Acquiror
Subsidiary  has  any  Liabilities  or  obligations  of  any  nature (and, to the
knowledge  of  the  Acquiror, there is no basis for any present or future Action
against  it  giving  rise  to  any  Liability)  except  for  (i)  Liabilities or
obligations reflected or reserved against in the Acquiror Balance Sheet and (ii)
current  Liabilities  incurred in the Ordinary Course of Business (none of which
results  from,  arises out of, relates to, is in the nature of, or was caused by
any  breach of contract, breach of warranty, tort, infringement, or violation of
Law)  since  the  respective  dates  thereof.

          SECTION  4.12     Intellectual  Property.
                            ----------------------

           (a)     Intellectual  Property  Assets.  The  term  "Acquiror
                   ------------------------------
Intellectual  Property  Assets"  includes:

                (i)     the  name Vsource and all registered trademarks, service
marks,  and  applications  (collectively,  "Acquiror  Marks");

                (ii)     all  know-how, trade secrets, confidential information,
software,  technical  information, process technology, plans, drawings, and blue
prints  (collectively,  "Acquiror  Trade  Secrets");  and

                (iii)     all domain names and URL addresses for websites on the
internet  or  the  world  wide  web  ("Acquiror  Domain  Names");
owned,  used, or licensed by the Acquiror or any Acquiror Subsidiary as licensee
or  licensor.


                                      -33-
<PAGE>
           (b)     Intellectual  Property  Necessary  for the Acquiror Business.
                   ------------------------------------------------------------
The  Acquiror  Intellectual  Property  Assets  are  all  those necessary for the
operation  of  the Acquiror Business as it is currently conducted. Except as set
forth  in  Schedule  4.12(b)  of  the Acquiror Disclosure Schedule, the Acquiror
and/or  one  or  more  of  the  Acquiror Subsidiaries is the owner of all right,
title,  and  interest  in  and to, or has the right to use, each of the Acquiror
Intellectual  Property  Assets,  free  and clear of all Liens, and other adverse
claims  and  has  the  right  to  use, without any payment to any third party in
excess  of  $50,000  per year, all of the Acquiror Intellectual Property Assets.

           (c)     Trademarks.
                   ----------

                (i)     The  Acquiror  Form  10-K  contains a true, complete and
correct  list and summary description of all Acquiror Marks. To the knowledge of
the  Acquiror,  the  Acquiror  and/or one or more the Acquiror Subsidiary is the
owner,  licensor or licensee of all right, title, and interest in and to each of
the  Acquiror  Marks,  free  and  clear  of all Liens, and other adverse claims.

                (ii)     No  Acquiror  Mark  has  been or is now involved in any
opposition, invalidation, or cancellation and, to the knowledge of the Acquiror,
no  such  action  is  threatened  with  respect  to  any  of the Acquiror Marks.

                (iii)     To  the  knowledge  of  the  Acquiror,  there  is  no
trademark  or  trademark  application  of  any  third  party  which  potentially
interferes  with  any  of  the  Acquiror  Marks.

                (iv)     No  Acquiror  Mark is infringed or, to the knowledge of
the  Acquiror, has been challenged or threatened in any way by any other Person.
To  the  knowledge  of  the  Acquiror,  none  of  the Acquiror Marks used by the
Acquiror  or  any  Acquiror  Subsidiary  infringes or is alleged to infringe any
trade  name,  trademark,  or  service  mark  of  any  third  party.

           (d)     Trade  Secrets.  To  the  knowledge  of  the  Acquiror,  the
                   --------------
Acquiror  and/or  one or more of the Acquiror Subsidiaries has good title and an
absolute  (but  not  necessarily  exclusive)  right  to  use  the Acquiror Trade
Secrets.  To  the  knowledge of the Acquiror, the Acquiror Trade Secrets are not
part  of  the  public  knowledge  or  literature,  and,  to the knowledge of the
Acquiror,  have  not been used, divulged, or appropriated either for the benefit
of any Person (other than the Acquiror or any Acquiror Subsidiary or pursuant to
a non-disclosure agreement), or to the detriment of the Acquiror or any Acquiror
Subsidiary.  No Acquiror Trade Secret is subject to any adverse claim or, to the
knowledge  of  the  Acquiror  or any Acquiror Subsidiary, has been challenged or
threatened  in  any  way.

           (e)     Domain  Names.  Schedule  4.12(e)  of the Acquiror Disclosure
                   -------------
Schedule  sets  forth  a  complete list of all Acquiror Domain Names used in the
conduct  of  the  Acquiror's Business.  The Acquiror and/or one or more Acquiror
Subsidiaries  is  the  owner of all right, title, and interest in and to each of
the  Acquiror  Domain  Names, free and clear of all Liens.  Such Acquiror Domain
Names  are  properly  registered  with Network Solutions or such other agency or


                                      -34-
<PAGE>
company  duly  authorized  by  relevant  Governmental  Entities to maintain such
registry,  and  all  fees  due  in  respect of such registrations have been paid

          SECTION  4.13     Certain  Payments.  Since  their  incorporation  or
                            -----------------
organization,  neither  the Acquiror nor any Acquiror Subsidiary has nor has any
Representative  of  the Acquiror or any Acquiror Subsidiary, or to the knowledge
of  the  Acquiror or any other Person associated with or acting for or on behalf
of  the Acquiror or any Acquiror Subsidiary, directly or indirectly (a) made any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other
payment  to any Person, private or public, regardless of form, whether in money,
property,  or  services  (i) to obtain favorable treatment in securing business,
(ii)  to  pay  for  favorable treatment for business secured, or (iii) to obtain
special  concessions  or  for  special  concessions  already obtained, for or in
respect  of  the  Acquiror  or  any  Acquiror  Subsidiary  or (b) established or
maintained any fund or asset that has not been recorded in the books and records
of  the  Acquiror  or  any  Acquiror  Subsidiary.

          SECTION  4.14     Takeover  Statutes.  No  Takeover  Statute  or  any
                            ------------------
applicable  anti-takeover  provision  in the Acquiror's Organizational Documents
is,  or  at  the Closing will be, applicable to the transactions contemplated in
this  Agreement.

          SECTION  4.15     No Other Representation or Warranty.  Except for the
                            -----------------------------------
representations  and  warranties  contained  in  this  Article  IV,  neither the
Acquiror  nor  any  Acquiror  Subsidiary  makes  any  other  express  or implied
representation or warranty on behalf of the Acquiror or any Acquiror Subsidiary.

          SECTION  4.16     Certain  Contracts.  Except as set forth in Schedule
                            ------------------
4.16  of the Acquiror Disclosure Schedule, neither the Acquiror nor any Acquiror
Subsidiary  is  a  party to or bound by any Contract prohibiting or limiting the
ability  of the Acquiror or any Acquiror Subsidiary (i) to engage in any line of
business,  (ii)  to  compete  with  any  Person, (iii) to carry on or expand the
nature  or  geographical scope of the Acquiror Business anywhere in the world or
(iv)  to disclose any confidential information in the possession of the Acquiror
or  any  Acquiror  Subsidiary  (and  not  otherwise  generally  available to the
public),  other  than,  in  the  case of (iv) only, any Contract for the sale or
purchase  of  goods  or services or any non-disclosure agreement entered into in
connection  with the possible or actual sale or purchase of goods or services in
the ordinary course of business that does not meet any other of the criteria set
forth  in  this  Section  4.16.

                                    ARTICLE V

                                    COVENANTS

          SECTION  5.1     Company  Conduct  of Business.  The Company covenants
                           -----------------------------
and  agrees  that  after  the  date  hereof  and prior to the Closing, except as
requested  or  consented  to  by the Acquiror in writing (such consent not to be
unreasonably withheld or delayed) and except as otherwise expressly contemplated
in  this  Agreement,  the  Company  and  each  Company  Subsidiary  shall:

           (a)     conduct  the  Company Business only in the Ordinary Course of
Business;


                                      -35-
<PAGE>
           (b)     except  as  set  forth  on  Schedule  5.1(b)  of  the Company
Disclosure  Schedule, use their respective reasonable efforts to preserve intact
the  current  business  organization  of the Company and each Company Subsidiary
(including  all material supply, license, franchise and similar relationships of
such  business), keep available the services of the current officers, employees,
and  agents  of  the  Company  and  each  Company  Subsidiary,  and maintain the
relationships  and  goodwill  with  all  material suppliers, distributors, sales
representatives,  customers,  clients, landlords, lessors, creditors, employees,
agents,  and  others  having  business  relationships  with the Company and each
Company  Subsidiary,  in  each  case  to the extent not included in the Excluded
Assets;

           (c)     not  take  any affirmative action, or fail to take any action
within  their  or its control, as a result of which any of the changes or events
listed  in  Section  3.7  is  reasonably  likely  to  occur;

           (d)     not  settle  any audit, make or change any Tax election, file
any  amended  Tax  Return or take any other action with respect to Taxes that is
outside  the  Ordinary  Course  of  Business or inconsistent with past practice;

           (e)     confer  with the Acquiror concerning operational matters of a
material  nature;  provided,  however  that  the  officers  and directors of the
Company shall retain sole and exclusive decision-making authority regarding such
matters;  and

           (f)     otherwise  report periodically to the Acquiror concerning the
status of the Company Business and the status of the operations, and finances of
the  Company  and  each  Company  Subsidiary.

          SECTION  5.2     Acquiror Conduct of Business.  The Acquiror covenants
                           ----------------------------
and  agrees  as to itself and each Acquiror Subsidiary to use reasonable efforts
to  ensure  that  after  the  date  hereof  and  prior to the Closing, except as
requested  or  consented  to  by  the Company in writing (such consent not to be
unreasonably withheld or delayed) and except as otherwise expressly contemplated
in  this  Agreement,  the  Acquiror  and  each  Acquiror  Subsidiary  shall:

           (a)     conduct  the Acquiror Business only in the Ordinary Course of
Business;

           (b)     use  its best efforts to preserve intact the current business
organization of the Acquiror and each Acquiror Subsidiary (including all supply,
license,  franchise  and similar relationships of such business), keep available
the  services of the current officers, employees, and agents of the Acquiror and
each  Acquiror  Subsidiary,  and  maintain  the  relationships and goodwill with
suppliers,  distributors,  sales representatives, customers, clients, landlords,
lessors,  creditors, employees, agents, and others having business relationships
with  the  Acquiror  and  each  Acquiror  Subsidiary;

           (c)     not  take  any affirmative action, or fail to take any action
within  its control, as a result of which any of the changes or events listed in
Section  4.8  is  reasonably  likely  to  occur;


                                      -36-
<PAGE>
           (d)     not  settle  any audit, make or change any Tax election, file
any  amended  Tax  Return or take any other action with respect to Taxes that is
outside  the  Ordinary  Course  of  Business or inconsistent with past practice;

           (e)     confer  with  the Company concerning operational matters of a
material nature; provide however that the officers and directors of the Acquiror
shall  retain  sole  and  exclusive  decision-making  authority  regarding  such
matters;  and

           (f)     otherwise  report  periodically  to  Company  concerning  the
status of the Acquiror Business and the status of the operations and finances of
the  Acquiror  and  each  Acquiror  Subsidiary.

          SECTION  5.3     Access.  Between  the  Date of this Agreement and the
                           ------
Closing  Date:

           (a)     The  Company  shall,  and the Company shall cause the Company
Subsidiaries  and  each  of  their respective Representatives to, (i) afford the
Acquiror  and  its  Representatives  and  the Acquiror's prospective lenders and
their  Representatives  (collectively,  the  "Acquiror  Advisors") access to the
Company's  and each Company Subsidiary's personnel, customers, assets, premises,
properties,  Contracts,  books  and records, and other documents and data during
normal  business  hours  and  at such other times as the parties may agree, (ii)
furnish  Acquiror  and  the Acquiror Advisors with copies of all such Contracts,
books  and  records,  and  other existing documents and data as the Acquiror may
reasonably  request,  (iii)  furnish the Acquiror and the Acquiror Advisors with
such  additional  financial,  operating,  and  other data and information as the
Acquiror  may  reasonably  request  and  (iv)  otherwise  cooperate  with  any
investigation  by  the Acquiror and the Acquiror's Advisors, and the Company and
each  Company  Subsidiary  shall authorize the Company Accountants to permit the
Acquiror  and  the  Acquiror  Accountants  to examine all accounting records and
working papers pertaining to the Company Financial Statements.  No investigation
pursuant  to  this  Section  5.3(a)  shall  affect  or  be  deemed to modify any
representation or warranty made by the Company.  The foregoing shall not require
the Company to permit or cause to permit any inspection, or to disclose or cause
to  disclose  any information, that in the reasonable judgment of the Company is
reasonably  likely  to result in the violation of any Law or Order or disclosure
of  any  trade  secrets  of third parties or violate any of its obligations with
respect  to confidentiality if the Company shall have used reasonable efforts to
obtain  the  consent  of such third party to such inspection or disclosure.  All
requests  for information made pursuant to this Section 5.3(a) shall be directed
to  an  executive  officer of the Company or such person as may be designated by
such  officer  of  the  Company;  and

           (b)     The Acquiror shall, and shall cause the Acquiror Subsidiaries
and  Related Persons and each of their respective Representatives to, (i) afford
the  Company  and its Representatives access to the Acquiror's and each Acquiror
Subsidiary's  personnel, premises, properties, Contracts, books and records, and
other  documents and data, (ii) furnish the Company and its Representatives with
copies  of  all  such Contracts, books and records, and other existing documents
and  data  as  they  may  reasonably  request,  (iii) afford the Company and its
Representatives  with  such  additional financial, operating, and other data and
information  as  the  Company and its Representatives may reasonably request and
(iv)  otherwise  cooperate  with  any  investigation  by  the  Company  and  its
Representatives,  and  the Acquiror and each Acquiror Subsidiary shall authorize
the  Acquiror's Accountants to permit the Company and the Company Accountants to
examine  all  accounting  records  and working papers pertaining to the Acquiror
Financial  Statements.  No  investigation  pursuant to this Section 5.3(b) shall
affect  or  be  deemed  to  modify  any  representation  or warranty made by the
Acquiror.  The  foregoing  shall  not  require  the  Acquiror  to  permit  any


                                      -37-
<PAGE>
inspection,  or  to disclose any information, that in the reasonable judgment of
the  Acquiror  is  reasonably  likely  to  result in the disclosure of any trade
secrets  of  third  parties  or  violate  any of its obligations with respect to
confidentiality if the Acquiror shall have used reasonable efforts to obtain the
consent  of such third party to such inspection or disclosure.  All requests for
permit  made  pursuant  to this Section 5.3(a) shall be directed to an executive
officer  of  the  Acquiror  or such person as may be designated by such officer.

          SECTION  5.4     Required  Approvals.  Each party hereto hereby agrees
                           -------------------
to  cooperate  with  each  other  party  and  use reasonable efforts to promptly
prepare  and file all necessary documentation to the extent reasonably necessary
and  as  required  by  applicable  Laws,  to  effect all necessary applications,
notices,  petitions,  filings  and  other documents and to obtain as promptly as
practicable all necessary permits, consents, approvals and authorizations of all
third parties and Governmental Entities necessary to consummate the transactions
contemplated  herein.  Each party shall have the right to review in advance, and
to  the  extent practicable each will consult the other on, in each case subject
to  applicable Laws relating to the exchange of information, all the information
relating to such party or its Subsidiaries, that appear in any filing made with,
or  written  materials submitted to, all third parties and Governmental Entities
in  connection  with  the  transactions  contemplated  in  this  Agreement.  In
exercising  the foregoing right, each of the parties shall act reasonably and as
promptly  as practicable. The Acquiror and the Company agree that they will keep
the  other  apprised  of  the  status  of  matters relating to completion of the
transactions  contemplated  herein, including promptly furnishing the other with
copies  of  notice or other communications received by the Acquiror, the Company
or any Company Subsidiary, from all third parties and Governmental Entities with
respect  to  the transactions contemplated herein. The Company shall give prompt
notice  to  the  Acquiror of any change that is reasonably likely to result in a
Company  Material  Adverse  Effect. The Acquiror shall give prompt notice to the
Company  of  any  change  that  is  reasonably  likely  to result in an Acquiror
Material  Adverse  Effect.

          SECTION  5.5     Publicity.  The  initial press release announcing the
                           ---------
transactions  contemplated  herein  shall be released jointly after consultation
between  the parties hereto and thereafter the parties hereto shall consult with
each  other  prior  to  issuing  any  press  releases or otherwise making public
announcements  with respect to the transactions contemplated herein and prior to
making  any filings with any Governmental Entity or with any national securities
exchange  interdealer  quotation  service with respect thereto, except as may be
required  by  Law  or  by  obligations pursuant to any listing agreement with or
rules  of any national securities exchange or interdealer quotation service. All
press  releases  and public announcements shall comply with either or both Rules
135c  and  Rule  135e  under  the  Securities  Act,  if  applicable.

          SECTION  5.6     Confidentiality.
                           ---------------

           (a)     Notwithstanding  anything herein to the contrary, the Company
shall,  and  shall use reasonable efforts to, cause the Company Subsidiaries and
each  of their respective Representatives to, maintain in confidence and not use
to the detriment of the Acquiror or any Acquiror Subsidiary any written, oral or
other  information  relating  to  or  obtained  from  the Acquiror, the Acquiror
Subsidiaries  or  Related  Persons or any of their Representatives in connection
with  this  Agreement  or  the  transactions  contemplated herein, except to the


                                      -38-
<PAGE>
extent  (i) any such information is or becomes generally available to the public
other  than  as  a  result  of disclosure by the Company, their Subsidiaries and
Related  Persons  or  any  of  their  respective  Representatives, (ii) any such
information is required to be disclosed by Law or a court or Governmental Entity
of  competent  jurisdiction, (iii) any such information was or becomes available
to the Company on a non-confidential basis and from a source (other than a party
to  this  Agreement  or any Representative of such party) that is not bound by a
confidentiality  agreement  or (iv) that use of such information is necessary or
appropriate  in  making any filing or obtaining any consent or approval required
for  the  consummation  of the transactions contemplated herein, and the Company
shall  instruct  its  Representatives  having access to such information of such
obligation  of confidentiality. The Acquiror shall, and shall cause the Acquiror
Subsidiaries  and  Related  Persons and each of their respective Representatives
to,  maintain  in  confidence and not use to the detriment of the Company or any
Company  Subsidiary  any  written,  oral  or  other  information  relating to or
obtained from the Company, the Company Subsidiaries or Related Persons or any of
their  Representatives  in  connection  with  this Agreement or the transactions
contemplated herein, except to the extent (i) any such information is or becomes
generally  available  to  the public other than as a result of disclosure by the
Acquiror,  its  Subsidiaries  and  Related  Persons  or  any of their respective
Representatives, (ii) any such information is required to be disclosed by Law or
a  court  or  Governmental  Entity  of  competent  jurisdiction,  (iii) any such
information was or becomes available to the Acquiror on a non-confidential basis
and from a source (other than a party to this Agreement or any Representative of
such party) that is not bound by a confidentiality agreement or (iv) that use of
such  information  is necessary or appropriate in making any filing or obtaining
any  consent  or  approval  required  for  the  consummation of the transactions
contemplated  herein, and the Acquiror shall instruct its Representatives having
access  to  such  information  of  such  obligation  of  confidentiality.

           (b)     If  for  any  reason  this  Agreement  is  terminated, or the
transactions  contemplated  herein  are  abandoned,  the  Company shall promptly
return  to  the  Acquiror  or,  at  the Acquiror's option, destroy all copies of
material  containing  confidential  or  proprietary information disclosed to the
Company  by  the  Acquiror, any Acquiror Subsidiary or Related Persons or any of
their  Representatives, and the Acquiror shall promptly return to the Company or
at  their  request  destroy  all  copies of materials containing confidential or
proprietary information disclosed to the Acquiror by the Company. The redelivery
or  destruction  of  such confidential material by a party shall not relieve any
party  of  its  obligations  regarding  confidentiality.

           (c)     The  provisions in this Section 5.6 supersede and replace the
provisions of the Non Disclosure Agreement between the Company and the Acquiror.

          SECTION  5.7     Expenses.  Subject  to  Section  7.2(b) and except as
                           --------
otherwise  expressly  provided  herein,  whether  or  not  the  transactions
contemplated  herein  are  consummated,  all  costs  and  expenses  incurred  in
connection with this Agreement and the transactions contemplated herein shall be
paid  by  the  party incurring such expense.  Without limiting the generality of
the foregoing, each party shall pay all legal, accounting and investment banking


                                      -39-
<PAGE>
fees,  and  other  fees  to consultants and advisors incurred by it, relating to
this  Agreement  and  the  transactions  contemplated  herein.  In  the event of
termination  of  this  Agreement,  the  obligation  of each party to pay its own
expenses  will  be  subject to any rights of such party arising from a breach of
this  Agreement  by  another  party.  The Company and the Acquiror shall each be
liable  for  50% of all stamp or transfer taxes arising from the transfer of the
share  capital  of  any  Company  Subsidiary  or  other  Company  Assets.

          SECTION 5.8     Further Assurances.  At any time and from time to time
                          ------------------
after  the Closing Date, the parties hereto agree to (a) furnish upon request to
each  other  such  further  assurances,  information,  documents, instruments of
transfer  or  assignment,  files  and  books  and records, (b) promptly execute,
acknowledge,  and deliver any such further assurances, documents, instruments of
transfer or assignment, files and books and records, and (c) do all such further
acts  and things, all as such other party may reasonably request for the purpose
of  carrying  out  the  intent  of  this Agreement and the documents referred to
herein.

          SECTION  5.9     Notification.  Between the date of this Agreement and
                           ------------
the  Closing  Date:

           (a)     The  Company shall promptly notify the Acquiror in writing if
the  Company  or  any  Company Subsidiary becomes aware of any fact or condition
that  causes  or  constitutes  a  material  breach  of  any  of  the  Company's
representations  and  warranties  as  of  the  date of this Agreement, or if the
Company or any Company Subsidiary becomes aware of the occurrence after the date
of  this  Agreement  of  any  fact  or condition that could (except as expressly
contemplated  herein)  cause  or  constitute  a  material  breach  of  any  such
representation  or  warranty had such representation or warranty been made as of
the  time  of occurrence or discovery of such fact or condition. Should any such
fact  or  condition require any change in the Company Disclosure Schedule if the
Company  Disclosure  Schedule were dated the date of the occurrence or discovery
of  any  such  fact  or  condition,  the  Company  shall promptly deliver to the
Acquiror a supplement to the Company Disclosure Schedule specifying such change.
During  the  same  period, the Company shall promptly notify the Acquiror of the
occurrence  of  any breach of any covenant, agreement, undertaking or obligation
of the Company in this Article V or of the occurrence of any event that may make
the  satisfaction  of the conditions in Section 6.1 impossible or not reasonably
likely;  and

           (b)     The  Acquiror shall promptly notify the Company in writing if
the  Acquiror  or any Acquiror Subsidiary becomes aware of any fact or condition
that  causes  or  constitutes  a  material  breach  of  any  of  the  Acquiror's
representations  and  warranties  as  of  the  date of this Agreement, or if the
Acquiror  or  any  Acquiror Subsidiary becomes aware of the occurrence after the
date  of this Agreement of any fact or condition that could (except as expressly
contemplated  herein)  cause  or  constitute  a  material  breach  of  any  such
representation  or  warranty had such representation or warranty been made as of
the  time  of occurrence or discovery of such fact or condition. Should any such
fact  or condition require any change in the Acquiror Disclosure Schedule if the
Acquiror  Disclosure Schedule were dated the date of the occurrence or discovery
of  any  such  fact  or  condition,  the  Acquiror shall promptly deliver to the
Company a supplement to the Acquiror Disclosure Schedule specifying such change.


                                      -40-
<PAGE>
During the same period, the Acquiror shall promptly notify the to the Company of
the  occurrence  of  any  breach  of  any  covenant,  agreement,  undertaking or
obligation  of  the Acquiror in this Article V or of the occurrence of any event
that  may  make  the satisfaction of the conditions in Section 6.2 impossible or
not  reasonably  likely.

           (c)     Neither  the  delivery  nor the failure to deliver any notice
required  under  this  Section 5.9 shall constitute a waiver of any defense that
may be validly asserted to any claim related to the contents (not the failure to
deliver)  of  the  notice  delivered  or  failed  to  be  delivered.

          SECTION  5.10     New  Options.  Promptly  after  Closing,  subject to
                            ------------
applicable  Law,  the  Acquiror shall grant to the then employees of the Company
Subsidiaries  and  the  previous employees of the Company that are after Closing
direct employees or officers of the Acquiror or Acquiror Subsidiaries options to
purchase  shares  of  Acquiror  Common  Stock pursuant to the terms of the Stock
Option  Plan  of  the  Acquiror  and  in  an  amount  determined by the Board of
Directors  or  the  Compensation  Committee  of  the  Acquiror.

          SECTION 5.11     Intercompany Liabilities.  At or prior to the Closing
                           ------------------------
the  Company  shall  take all actions necessary so that (i) the Company and each
Company  Subsidiary  shall  have  no Liability to any Company Shareholder or any
Related  Person  of  any  Company  Shareholder  after the Closing, including the
obligation to pay a dividend to any Company Shareholder or any Related Person of
any  Company  Shareholder other than pursuant to the Amended and Restated Bridge
Loan  Agreement  (ii) each Company Subsidiary, other than any Company Subsidiary
that is an Excluded Asset, shall have no Liability to the Company, and (iii) the
Company  shall  have  no  Liability  to  any  Company Subsidiary, other than any
Company  Subsidiary  that  is  an  Excluded  Asset.

          SECTION  5.12     Company  Shareholders  Meeting.
                            ------------------------------

           (a)     The  Company  agrees, promptly after the date hereof, to take
all  action  necessary in accordance with the laws of the Cayman Islands and the
Company's  Organizational  Documents to convene a meeting of the shareholders of
the  Company  (the  "Company  Shareholders'  Meeting")  to consider approval and
adoption of this Agreement and the transactions contemplated herein. The Company
will use reasonable efforts to solicit from its shareholders proxies in favor of
approval and adoption of this Agreement and the transactions contemplated herein
and  will  take  all  other  action necessary or advisable to secure the vote or
consent of its shareholders as required by the law of the Cayman Islands and the
Company  Organizational  Documents.  Notwithstanding  anything  to  the contrary
contained  in  this  Agreement,  the Company may adjourn or postpone the Company
Shareholders'  Meeting,  but  only  to  the  extent necessary to ensure that any
necessary  supplement  or  amendment  to  any  proxy  statement  provided to the
shareholders of the Company in advance of a vote on the approval and adoption of
this  Agreement  and  the transactions contemplated herein or, if as of the time
for which Company Shareholders' Meeting is originally scheduled (as set forth in
the  Company  Proxy Statement) there are insufficient shares of capital stock of
the  Company  represented  (either in person or by proxy) to constitute a quorum
necessary  to  conduct  the  business  of the Company Shareholders' Meeting. The
Company  shall ensure that the Company Shareholders' Meeting is called, noticed,
convened,  held  and conducted, and that all proxies solicited by the Company in
connection  with  the Company Shareholders' Meeting are solicited, in compliance
with  the  law of the Caymans Islands, the Company Organizational Documents, and


                                      -41-
<PAGE>
all  other applicable legal requirements. The Company's obligation to call, give
notice of, convene and hold the Company Shareholders' Meeting in accordance with
this  Section  5.12(a)  shall  not  be  limited  to or otherwise affected by the
commencement,  disclosure,  announcement  or  submission  to  the Company or any
Company  Shareholder  of  any  acquisition  proposal by a third party, or by any
withdrawal,  amendment  or  modification  of  the recommendation of the Board of
Directors  of  the  Company  with  respect to this Agreement or the transactions
contemplated  hereby.

           (b)     The Company agrees, as to itself and the Company Subsidiaries
that  none of the information regarding the Company and the Company Subsidiaries
to  be  provided  to the Acquiror to be included or incorporated by reference in
the  Acquiror  Proxy Statement will, at the time the Acquiror Proxy Statement is
published  and  mailed  to  the  Acquiror's  stockholders,  contain  any  untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

          SECTION  5.13     Shareholder  Representation  Letters.  The  Company
                            ------------------------------------
shall use its best efforts to deliver to Acquiror prior to Closing duly executed
Representation  Letters,  in  the form set forth in Exhibit 3.2(b)-1 hereto from
each  Company  Shareholder that has not otherwise duly executed and delivered to
the  Acquiror  a  Representation  Letter  on  or  prior  to  Closing.

          SECTION 5.14     Additional Representation Letters.  The Company shall
                           ---------------------------------
not  distribute,  by liquidation, repurchase of securities issued by the Company
or one its Related Persons or otherwise, any Acquiror Common Stock to any Person
that  has  not  delivered  a  Representation  Letter,  unless  prior  to  such
distribution  the Company shall have received a letter from such Person agreeing
and  representing  to  the same extent as provided in the Representation Letter.

          SECTION  5.15     Nasdaq Listing of Additional Shares.  Promptly after
                            -----------------------------------
the  date  hereof,  the  Acquiror  shall  file  with  the  Nasdaq Stock Market a
Notification Form for the Listing of Additional Shares in respect of the Shares.

          SECTION  5.16     Exclusivity.  The  Company  will  not  (and will not
                            -----------
cause  or  permit  any  of  the  Company Subsidiaries or any of their directors,
officers,  employees,  or  agents  to)  (i)  directly or indirectly, through any
representative or otherwise, solicit or entertain offers from, negotiate with or
in  any manner encourage, discuss, accept, or consider any proposal of any other
Person  relating to the acquisition of any shares of stock of the Company or any
Company  Subsidiary,  any  of  their  assets  or  business, in whole or in part,
whether  through  direct  purchase,  merger,  consolidation,  or  other business
combination  (other  than  sales  of  inventory in the ordinary course), or (ii)
participate  in  any  discussions  or  negotiations  regarding,  furnish  any
information  with  respect  to,  assist  or participate in, or facilitate in any
other  manner  any  effort  or  attempt  by  any Person to do or seek any of the
foregoing.  The  Company  will  notify the Buyer immediately if any Person makes
any  proposal,  offer, inquiry, or contact with respect to any of the foregoing.


          SECTION  5.17     Name.  Promptly  after  the Closing the Company will
                            ----
change  its  name  to  a  name  that  is  dissimilar  to  NetCel360.


                                      -42-
<PAGE>
                                   ARTICLE VI

                              CONDITIONS TO CLOSING

          SECTION  6.1     Conditions  to  Obligations  of  the  Acquiror.  The
                           ----------------------------------------------
obligation  of  the Acquiror to consummate the Acquisition and to take the other
actions  to  be  taken  by  the  Acquiror  at  the  Closing  is  subject  to the
satisfaction,  at  or  prior to the Closing, of each of the following conditions
(any  of  which  may  be  waived  in  whole  or  in  part  by  the  Acquiror):

           (a)     Representations  and  Warranties.  All of the representations
                   --------------------------------
and  warranties  of  the  Company  set  forth  in  this  Agreement  (considered
collectively),  and  each  of  these  representations and warranties (considered
individually), shall be true and correct in all material respects as of the date
of  this  Agreement  and  as of the Closing Date, with the same effect as though
such representations and warranties had been made on and as of the Closing Date,
without  giving  effect  to  any  supplement  to the Company Disclosure Schedule
(delivered  to  the  Acquiror  in accordance with Section 5.9(a) hereof), except
that  such  representations  and  warranties that are made as of a specific date
need  only  be true in all material respects as of such date; provided, however,
that  the  entering  into  of additional Contracts by the Company or any Company
Subsidiary subsequent to the date hereof and prior to the Closing Date shall not
cause  the  representation contained in Section 3.14 hereof not to be materially
true  as  of  the  Closing  if such additional Contracts are entered into in the
Ordinary  Course  of  Business.

           (b)     Covenants.  All  of  the  covenants, agreements, undertakings
                   ---------
and  obligations  that  the  Company  is  required  to perform or to comply with
pursuant to this Agreement at or prior to the Closing (considered collectively),
and  each  of  these  covenants,  agreements,  undertakings  and  obligations
(considered  individually),  shall  have  been  duly performed and substantially
complied  with.  The  Company  must  have  delivered to the Acquiror each of the
documents  required  to  be delivered by Company pursuant to Sections 2.4 or 6.1
hereof  and  each  of the covenants, agreements, undertakings and obligations in
Sections  5.4  and  5.12  hereof  must  have  been  fully  complied  with.

           (c)     Shareholder  Approval.  The  consummation of the transactions
                   ---------------------
contemplated  herein  shall have been approved by the appropriate resolutions of
Company  Shareholders.

           (d)     Officer's  Certificate.  The  Acquiror  shall have received a
                   ----------------------
certificate,  dated  as  of  the  Closing  Date and signed by a senior executive
officer or officers of the Company, representing that the conditions referred to
in  Sections  6.1(a), 6.1(b) and 6.1(c) hereof (regarding the Company) have been
satisfied  and  the  changes  set  forth  in  6.1(k)  hereof  have not occurred.

           (e)     Secretary's  Certificate.  The  Acquiror  shall have received
                   ------------------------
copies  of the resolutions of the Board of Directors (or other similar governing
body)  of  the  Company,  authorizing the execution, delivery and performance of
this  Agreement  and certificates of the secretaries or assistant secretaries of
such  corporations  dated  as  of  the  Closing  Date,  to  the effect that such
resolutions  were  duly  adopted and are in full force and effect, together with
copies  of  the  memorandum  of  association  and  articles  of  association (or
equivalent  documents)  of  each  such  corporation  certified by such officers.


                                      -43-
<PAGE>
           (f)     No Prohibition.  Neither the consummation nor the performance
                   --------------
of  any  of  the  transactions  contemplated herein will, directly or indirectly
(with or without the giving of notice or the lapse of time or both), contravene,
or  conflict  with,  or  result  in a violation of, or cause the Acquiror or any
Related Person of the Acquiror to suffer any adverse consequences under, (i) any
applicable  Law  or  Order,  or  (ii)  any Law or Order that has been published,
introduced,  or  otherwise  proposed  by  or  before  any  Governmental  Entity.

           (g)     No Action.  No Action or Order shall be pending or threatened
                   ---------
which  (i)  involves  a challenge to or seeks to prohibit, delay or restrict the
consummation  of any of the transactions contemplated herein, (ii) questions the
validity  or  legality  of any of the transactions contemplated herein, or (iii)
could  adversely  affect  the  right  of  the Acquiror to own any of the Company
Assets  or  operate  the  Company  Business.

           (h)     Receipt  of Company Assets.  The Acquiror shall have received
                   --------------------------
from  the  Company all documents transferring the Company Assets, as provided in
Section  2.4  and otherwise as reasonably requested by the Acquiror. There shall
not  have  been  made  or threatened by any Person any claim asserting that such
Person  is the rightful owner of any Company Assets or is entitled to any of the
consideration  being  paid  by  the  Acquiror  for  the  Company  Assets.

           (i)     Consents.  Each  of  the  consents, registrations, approvals,
                   --------
declarations,  permits  or  authorizations set forth in Schedules 3.4 and 3.5 of
the  Company  Disclosure  Schedule  shall have been obtained and must be in full
force  and  effect.

           (j)     Opinion of Counsel.  The Company shall have caused Maples and
                   ------------------
Calder Asia, Cayman Islands counsel for the Company, to issue to the Acquiror an
opinion,  dated  as  of  the  Closing Date, in substantially the form as Exhibit
6.1(j)  hereto.

           (k)     No  Material  Adverse  Effect.  There shall not have occurred
                   -----------------------------
any  change  in  the  business,  operations,  properties,  prospects, assets, or
condition  of  the  Company  or  any Company Subsidiary since the date hereof is
reasonably  likely  to  constitute  a  Company  Material  Adverse  Effect on the
Company,  and  no  event  has occurred or circumstance exists that is reasonably
likely  to  result  in  such  a  Company  Material  Adverse  Effect.

           (l)     No  Damage.  There  shall  not have occurred any damage to or
                   ----------
destruction  of  any  assets  or  properties  of  the  Company  or  any  Company
Subsidiary,  the  cost  of the repair or replacement of which could be more than
$50,000  in  excess of insurance proceeds (whether or not received) with respect
thereto.

           (m)     Employment  Agreements.  Phillip Kelly and Dennis Smith shall
                   ----------------------
have  entered  into  employment  agreements  with  the  Acquiror  with  mutually
satisfactory  terms.

           (n)     Termination  of  Agreements.  All  agreements, understandings
                   ---------------------------
and  contracts  between  the  Company  and any Company Subsidiary that is not an
Excluded  Asset  shall  have  been  terminated and any liability of such Company
Subsidiaries  thereunder  shall  have  been  waived.

           (o)     Nasdaq Listing of Additional Shares.  Fifteen days shall have
                   -----------------------------------
passed  since the filing with the Nasdaq Stock Market of a Notification Form for
the  Listing  of Additional Shares, unless the Acquiror shall have received from


                                      -44-
<PAGE>
the  Nasdaq  Stock  Market a waiver of the 15-day prior notification requirement
under  Nasdaq  Stock  Market  Rule  4320(e)(15)(D).

           (p)     Due  Diligence.  The  Acquiror  shall  have completed its due
                   --------------
diligence  investigation of the Company and the Company Business and the results
of  such  investigation  shall  be  reasonably  satisfactory  to  Acquiror.

           (q)     Fairness Opinion.  The Acquiror shall have received a written
                   ----------------
opinion,  in  form  and  substance reasonable satisfactory to the Acquiror, from
Jeffries  & Co. ("Jeffries"), stating that in Jeffries' opinion the transactions
contemplated  by  this  Agreement are fair from a financial point of view to the
stockholders  of  the  Acquiror.

           (r)     Loan  Agreement.  The  Acquiror  shall  have  entered  into a
                   ---------------
binding loan agreement providing for a loan of at least $2.0 million, with terms
at  least  as  favorable  to  the  Acquiror as those contained in the Commitment
Letter,  dated  the date hereof, among Mercantile Capital Partners I, LP, Dennis
Smith,  Phillip  Kelly  and  the  Acquiror.

           (s)     Fairness Opinion.  The Acquiror shall have received a written
                   ----------------
opinion,  in  form  and  substance  satisfactory to the Acquiror, from Jeffries,
stating  that  the financing described in clause (r) of this Section 6.1 is fair
from  a  financial  point  of  view  to  the  stockholders  of  the  Acquiror.

          SECTION  6.2     Conditions  to  Obligations  of  the  Company.  The
                           ---------------------------------------------
obligation  of  the  Company to consummate the sale of the Company Assets and to
take  the  other actions to be taken by Company at the Closing is subject to the
satisfaction,  at  or  prior to the Closing, of each of the following conditions
(any  of  which  may  be  waived  in  whole  or  in  part  by  Company):

           (a)     Representations  and  Warranties.  All of the representations
                   --------------------------------
and  warranties  of  the  Acquiror  set  forth  in  this  Agreement  (considered
collectively),  and  each  of  these  representations and warranties (considered
individually), shall be true and correct in all material respects as of the date
of  this  Agreement  and  as of the Closing Date, with the same effect as though
such representations and warranties had been made on and as of the Closing Date,
without  giving  effect  to  any  supplement to the Acquiror Disclosure Schedule
(delivered to the Company in accordance with Section 5.9(b) hereof), except that
such  representations  and  warranties  that are made as of a specific date need
only  be  true  in all material respects as of such date; provided however, that
any  representation or warranty that is qualified by materiality or by reference
to an Acquiror Material Adverse Effect shall be true and correct in all respects
as  of  the  Closing  Date  or  as  of  such  earlier  date, as the case may be.

           (b)     Covenants.  All  of  the  covenants, agreements, undertakings
                   ---------
and  obligations  that  the  Acquiror  is  required to perform or to comply with
pursuant to this Agreement at or prior to the Closing (considered collectively),
and  each  of  these  covenants,  agreements,  undertakings  and  obligations
(considered  individually),  shall  have  been  duly performed and substantially
complied with. The Acquiror must have delivered to Company each of the documents
required  to  be  delivered  by  the  Acquiror  pursuant  to Section 6.2 hereof.

           (c)     Shareholder  Approval.  The  consummation of the transactions
                   ---------------------
contemplated  herein  shall have been approved by the appropriate resolutions of
Company  Shareholders.


                                      -45-
<PAGE>
           (d)     Officer's  Certificate.  The Company shall have received from
                   ----------------------
the  Acquiror a certificate, dated as of the Closing Date and signed by a senior
executive  officer or officers of the Acquiror, representing that the conditions
referred  to  in  Sections  6.2(a)  and  6.2(b)  hereof  have  been  satisfied.

           (e)     Secretary's  Certificate.  The  Company  shall  have received
                   ------------------------
copies  of the resolutions of the Board of Directors (or other similar governing
body)  of  the  Acquiror  authorizing the execution, delivery and performance of
this  Agreement  and certificates of the secretaries or assistant secretaries of
the  Acquiror  dated as of the Closing Date, to the effect that such resolutions
were  duly adopted and are in full force and effect, together with copies of the
memorandum  of association and articles of association (or equivalent documents)
of  the  Acquiror  certified  by  such  officers.

           (f)     No  Prohibition.  There  is  no  Law  or Order in effect that
                   ---------------
prohibits  the  sale  of  the  Company  Assets  by  the Company to the Acquiror.

           (g)     No Action.  No Action or Order shall be pending or threatened
                   ---------
which  (i)  involves  a challenge to or seeks to prohibit, delay or restrict the
consummation  of  any  of the transactions contemplated herein or (ii) questions
the  validity  or  legality  of  any  of  the  transactions contemplated herein.

           (h)     Receipt  of  Purchase Price.  The Company shall have received
                   ---------------------------
from  the  Acquiror  the  Shares  to  be  issued  pursuant  to  Section  2.3(a).

           (i)     Consents.  Each  of  the  consents, registrations, approvals,
                   --------
declarations,  permits  or  authorizations  set  forth  in  Schedule  4.5 of the
Acquiror Disclosure Schedule, shall have been obtained and must be in full force
and  effect.

           (j)     Opinion  of  Counsel.  The  Acquiror  shall  have  caused
                   --------------------
McDermott, Will & Emery, United States counsel for the Acquiror, to issue to the
Company  an opinion, dated as of the Closing Date, relating to the Acquiror good
standing,  due  authorization  and  execution  of  this Agreement, the valid and
binding nature of this Agreement, appropriate authorization to issue the Shares,
with standard assumptions and qualifications and otherwise in form and substance
reasonably  satisfactory  to  the  Company.

           (k)     No  Material  Adverse  Effect.  There shall not have occurred
                   -----------------------------
any  change  in  the  assets  or  liabilities  of  the  Acquiror or any Acquiror
Subsidiary  since  the  date  hereof  that is reasonably likely to constitute an
Acquiror  Material  Adverse  Effect,  and  no event has occurred or circumstance
exists  that is reasonably likely to result in such an Acquiror Material Adverse
Effect.

           (l)     Board  Representation.  The  Acquiror  shall  have taken such
                   ---------------------
actions  as  may  be  necessary to appoint Phillip Kelly and Dennis Smith to the
Acquiror's  board  of  directors.

                                   ARTICLE VII

                                   TERMINATION


                                      -46-
<PAGE>
          SECTION  7.1     Termination.  Notwithstanding  anything  in  this
                           -----------
Agreement  to  the  contrary,  this  Agreement and the transactions contemplated
herein  may,  by  written  notice  given  at  any  time prior to the Closing, be
terminated:

           (a)     by  either  the  Acquiror  or  the Company, upon their mutual
written  consent;

           (b)     by  either the Acquiror or the Company if the Closing has not
occurred  (other than through the failure of any party seeking to terminate this
Agreement  to fully comply with its obligations hereunder) on or before June 30,
2001;

           (c)     by  either  the  Acquiror or the Company, if any Governmental
Entity  shall  have issued, enacted, entered, promulgated or enforced any Order,
or  taken  any  other action restraining, enjoining or otherwise prohibiting the
transactions  contemplated  herein  and  such  Order, or other action shall have
become  final and non-appealable, provided, however, that the right to terminate
this  Agreement  pursuant  to  this Section 7.1(d) shall not be available to any
party  that  has  failed  to  fully comply with its obligations hereunder in any
manner  that shall have proximately contributed to the occurrence of such Order;

           (d)     by  the  Acquiror,  if  (x)  the  Company  has  breached  any
representation, warranty or covenant contained in this Agreement in any material
respect, or (y) if satisfaction of the conditions set forth in Section 6.1 is or
becomes  impossible  (other  than  through  the failure of the Acquiror to fully
comply  with  its  obligations  hereunder)  and the Acquiror has not waived such
condition  on  or  before  the  Closing  Date;  or

           (e)     by  the  Company,  if  (x)  the  Acquiror  has  breached  any
representation, warranty or covenant contained in this Agreement in any material
respect,  or  (y) if satisfaction of the conditions set forth in Section 6.02 is
or  becomes  impossible  (other than through the failure of the Company to fully
comply  with  its  obligations  hereunder)  and  the Company has not waived such
condition  on  or  before  the  Closing  Date.

           (f)     by  either  the  Acquiror  or  the  Company  if  the required
approval  of  the  Company  Shareholders  has not been obtained by reason of the
failure  to  obtain  the  required  vote  at  the Company Shareholders' Meeting;
provided,  however  that  the right to terminate this Agreement pursuant to this
Section  7.1(f)  shall  not be available to the Company if the failure to obtain
approval and adoption of this Agreement and the transactions contemplated herein
at  the  Company  Shareholders'  Meeting shall have been caused by the action or
failure  to  act  of the Company and such action or failure to act constitutes a
material  breach  by  the  Company  of  this  Agreement.

          SECTION  7.2     Effect  of  Termination;  Survival.
                           ----------------------------------

           (a)     In  the  event  of  the  termination  and abandonment of this
Agreement pursuant to Section 7.1 herein, this Agreement (other than Section 5.6
(Confidentiality),  Section  5.7  (Expenses),  Section  9.5  (Governing Law) and
Section  9.6 (Consent to Jurisdiction; Waiver of Jury Trial), which shall remain
in  full  force  and  effect)  shall forthwith become null and void and no party
hereto  (or  any of their respective Representatives or stockholders) shall have
any  Liability  or  further  obligation  to  any  other  party hereto, except as
provided  in  this  Section  7.2;  provided,  however  that if this Agreement is


                                      -47-
<PAGE>
terminated  by  the  Acquiror  or  the  Company  because  of  the breach of this
Agreement  by  the Acquiror or the Company because one or more of the conditions
to  the  Acquiror's  or  the  Company's  obligations under this Agreement is not
satisfied as a result of the Acquiror's or the Company's failure to fully comply
with  its  obligations  under  this Agreement, the terminating party's rights to
pursue  all  legal  remedies  will  survive  such  termination  unimpaired.

           (b)     If  the transaction contemplated herein has not been approved
by  the  appropriate  resolutions  of  Company Shareholders on or before June 7,
2001,  then the Company shall reimburse the Acquiror for the reasonable fees and
disbursements  of  the  Acquiror's  legal,  accounting  and  other  professional
advisors  incurred  in  connection  with  the Acquiror's attempt to complete the
transactions  contemplated  by  this  Agreement.

           (c)     If  (i)  the  Acquiror  terminates this Agreement pursuant to
Section 7.1(d)(x) or 7.1(f), and (ii) the Company sells a substantial portion of
the Company Business within 120 days of such termination (whether through a sale
of  assets,  merger,  stock  exchange,  or  otherwise),  then  the Company shall
promptly  pay  $1.0  million  in  cash  to  the  Acquiror.

           (d)     If  (i)  the  Company  terminates  this Agreement pursuant to
Section  7.1(e)(x),  and  (ii)  the  Acquiror  purchases  another  company  (for
consideration  with  a  fair  market value in excess of $2.0 million) within 120
days  from the date of such termination, then the Acquiror shall promptly pay to
the  Company  $1.0  million  in  cash.

           (e)     Notwithstanding  (i)  the  making of this Agreement, (ii) any
investigation  or  examination  conducted  with  respect  to,  or  any knowledge
acquired  (or  capable of being acquired) about the accuracy or inaccuracy of or
compliance  with, any representation, warranty, covenant, agreement, undertaking
or  obligation  made  by or on behalf of the parties hereto, (iii) the waiver of
any condition based on the accuracy of any representation or warranty, or on the
performance  of  or  compliance  with  any  covenant,  agreement, undertaking or
obligation,  and  (iv)  the  Closing  hereunder:

                (i)     All  of  the  representations  and  warranties of the
parties  contained  in  Article  III  of  this Agreement, the Company Disclosure
Schedule,  any  supplements to the Company Disclosure Schedule (delivered to the
Acquiror in accordance with Section 5.9(a) hereof), and any other certificate or
document  delivered to the Acquiror pursuant to this Agreement shall survive the
Closing  until  the  date  90  days  after  the release of the audited financial
statements  of  the  Acquiror  for  the  year  ended  January  31,  2002.

                (ii)     All  of  the  representations  or warranties of the
Acquiror  contained  in  Article  IV  of this Agreement, the Acquiror Disclosure
Schedule,  any supplements to the Acquiror Disclosure Schedule (delivered to the
Company  in  accordance with Section 5.9(b) hereof) and any other certificate or
document  delivered  to the Company or the Company Shareholders pursuant to this
Agreement  shall  survive  the Closing until 90 days after the date the Acquiror
releases  audited  consolidated  financial statements for the year ended January
31,  2002  in  accordance  U.S.  GAAP.

                (iii)     All of the  covenants,  agreements,  undertakings  and
obligations of the parties contained in this Agreement and any other certificate


                                      -48-
<PAGE>
or  document  delivered  pursuant  to  this  Agreement shall survive until fully
performed  or  fulfilled, unless non-compliance with such covenants, agreements,
undertakings  or  obligations  is  waived  in  writing  by  the party or parties
entitled  to  such  performance.

No  claim  for  indemnification,  reimbursement  or any other remedy pursuant to
Sections  7.3  and  7.4  hereof  may  be  brought  with  respect  to breaches of
representations  or warranties contained in Article IV herein, no claim pursuant
to  statutory,  common  law  or  other remedy may be brought with respect to any
breaches  of  representations  and  warranties  made  by  the Acquiror after the
applicable  expiration  date set forth in clause (e)(ii) of this Section 7.2 and
no  claim  for  indemnification,  reimbursement  or any other remedy pursuant to
Sections  7.3 and 7.4 hereof may be brought after the applicable expiration date
set  forth  in  clause  (e)(i)  of  this Section 7.2 with respect to breaches of
representations  or  warranties  made by the Company; provided, however that if,
prior  to  such  applicable  date,  Acquiror  shall have notified the Company in
writing  of  a  claim for indemnification under this Article VII (whether or not
formal legal action shall have been commenced based upon such claim), such claim
shall  continue to be subject to indemnification in accordance with this Article
VII  notwithstanding  such  expiration  date.

          SECTION  7.3     Indemnification  by  the  Company.  The Company shall
                           ---------------------------------
indemnify  and  hold  harmless  the Acquiror, each Company Subsidiary, and their
respective  successors,  assigns,  stockholders,  controlling  persons,  Related
Persons  and  Representatives (collectively, the "Acquiror Indemnified Persons")
from  and against, and shall reimburse the Acquiror Indemnified Persons for, any
and  all  losses,  Liabilities,  Actions,  deficiencies,  diminution  of  value,
expenses (including costs of investigation and defense and reasonable attorneys'
and  accountants' fees), or damages of any kind or nature whatsoever, whether or
not involving a third-party claim (collectively, "Damages"), incurred thereby or
caused  thereto,  directly  or  indirectly,  based on, arising out of, resulting
from,  relating  to,  or  in  connection  with:

           (a)     Any breach of or inaccuracy in any representation or warranty
made  by  the Company in this Agreement (without giving effect to any supplement
to  the  Company  Disclosure  Schedule),  the  Company  Disclosure Schedule, the
supplements  to  the  Company  Disclosure Schedule (delivered to the Acquiror in
accordance  with  Section  5.9(a)  hereof), or any other certificate or document
delivered  pursuant  to this Agreement, other than those, if any, that have been
waived  in  writing  by  the  Acquiror.

           (b)     Any  breach  or  violation of or failure to fully perform any
covenant,  agreement, undertaking or obligation of the Company set forth in this
Agreement,  other  than  those,  if any, that have been waived in writing by the
Acquiror.

           (c)     Any  claim  by  any  Person for brokerage or finder's fees or
commissions  or  similar  payments  based  upon  any  agreement or understanding
alleged  to  have  been made by any such Person with the Company, or any Company
Subsidiary  (or any Person acting on their behalf) in connection with any of the
transactions  contemplated  herein.

           (d)     Any  liabilities  of  the  Company  not expressly assumed, by
assignment  of  contract  or  otherwise,  by  the  Acquiror  herein.


                                      -49-
<PAGE>
The indemnity obligations under this Article VII can be satisfied either through
the  delivery  of cash or through delivery of the Acquiror Common Stock having a
Fair  Market  Value equal to the amount of the Damages for which indemnification
or  payment  is being made.  The Company shall not be obligated to indemnify for
any  Damages (exclusive of reasonable attorneys fees and expenses) to the extent
that  such  Damages,  together  with  all other Damages (exclusive of reasonable
attorneys  fees  and  expenses) previously indemnified or reimbursed pursuant to
this  Article  VII exceeds the greater of (i) the Fair Market Value of 3,709,729
shares  of  Acquiror  Common  Stock at Closing and (ii) the Fair Market Value of
such  number  of  shares of Acquiror Common Stock at the time payment is due for
any  Damages  to  be  paid  pursuant  to  this  Article  VII.

           SECTION  7.4     Notice  and  Payment  of  Claims.
                            --------------------------------

           (a)     Notice.  The  party  entitled  to indemnification pursuant to
                   ------
this  Article  VII  (the  "Indemnified Party") shall notify the party liable for
indemnification  pursuant  to this Article VII (the "Indemnifying Party") within
five  (5)  days  after  becoming aware of, and shall provide to the Indemnifying
Party  as  soon  as  practicable  thereafter  all  information and documentation
necessary  to  support  and verify, any Damages that the Indemnified Party shall
have  determined  to  have given or is reasonably likely to give rise to a claim
for  indemnification hereunder, and the Indemnifying Party shall be given access
to  all  books  and  records  in  the  possession  or  under  the control of the
Indemnified  Party  which  the  Indemnifying  Party  reasonably determines to be
related  to  such claim. Notwithstanding the foregoing, the failure to so notify
the Indemnifying Party shall not relieve the Indemnifying Party of any Liability
that  it  may  have  to  any  Indemnified  Party,  except to the extent that the
Indemnifying Party demonstrates that it is prejudiced by the Indemnified Party's
failure  to  give  such  notice.

           (b)     Payment.  In  the  event  an action for indemnification under
                   -------
this  Article  VII  shall have been finally determined, such final determination
shall  be  paid to the Acquiror on demand in immediately available funds in U.S.
dollars.  An action, and the liability for and amount of Damages therefor, shall
be  deemed  to be "finally determined" for purposes of this Article VII when the
parties  to  such action have so determined by mutual agreement or, if disputed,
when  a  final  non-appealable  Order  shall  have  been  entered.

           (c)     Interest.  Any  amounts  not  paid  when due pursuant to this
                   --------
Article  VII  shall bear interest from the date thereof until the date paid at a
rate  equal  to 5.0% per annum calculated on the basis of a 360 day year and the
actual  number  of day elapsed or the highest legal rate permitted by applicable
Law.

           SECTION  7.5     Procedure  for  Indemnification  -  Third  Party.
                            ------------------------------------------------

           (a)     Upon  receipt  by  an  Indemnified  Party  of  notice  of the
commencement  of any Action by a third party (a "Third Party Claim") against it,
such  Indemnified  Party shall, if a claim is to be made against an Indemnifying
Party  under  this  Article  VII,  give  notice to the Indemnifying Party of the
commencement  of  such Third Party Claim as soon as practicable, but in no event
later than five (5) days after the Indemnified Party shall have been served, but
the  failure  to  so  notify  the  Indemnifying  Party  shall  not  relieve  the
Indemnifying  Party  of any Liability that it may have to any Indemnified Party,


                                      -50-
<PAGE>
except  to  the extent that the Indemnifying Party demonstrates that the defense
of  such  Third  Party Claim is prejudiced by the Indemnified Party's failure to
give  such  notice.

           (b)     If  a  Third  Party  Claim  is brought against an Indemnified
Party  and  it gives proper notice to the Indemnifying Party of the commencement
of  such  Third  Party  Claim,  the  Indemnifying  Party  will, unless the claim
involves Taxes, be entitled to participate in such Third Party Claim and, to the
extent that it wishes (unless (i) the Indemnifying Party is also a party to such
Third  Party Claim and the Indemnified Party determines in good faith that joint
representation  would  be inappropriate, or (ii) the Indemnifying Party fails to
provide  reasonable assurance to the Indemnified Party of its financial capacity
to  defend  such  Third  Party Claim and provide indemnification with respect to
such  Third  Party  Claim)  to assume the defense of such Third Party Claim with
counsel  satisfactory  to  the  Indemnified  Party  and,  after  notice from the
Indemnifying  Party  to  the  Indemnified  Party  of  its election to assume the
defense  of such Third Party Claim, the Indemnifying Party shall not, as long as
it  legitimately conducts such defense, be liable to the Indemnified Party under
this  Article  VII  for  any  fees  of  other counsel or any other expenses with
respect  to  the  defense  of  such  Third Party Claim in each case subsequently
incurred  by  the Indemnified Party in connection with the defense of such Third
Party  Claim,  other  than  reasonable  costs  of  investigation.

          If  the Indemnifying Party assumes the defense of a Third Party Claim,
(i) it shall be conclusively established for purposes of this Agreement that the
claims  made  in  such  Third Party Claim are within the scope of and subject to
indemnification; (ii) no compromise, discharge or settlement of, or admission of
Liability  in  connection  with, such claims may be effected by the Indemnifying
Party  without  the Indemnified Party's written consent (which consent shall not
be unreasonably withheld or delayed) unless (A) there is no finding or admission
of  any  violation  of  Law  or any violation of the rights of any Person and no
effect  on  any other claims that may be made against the Indemnified Party, and
(B)  the  sole  relief provided is monetary damages that are paid in full by the
Indemnifying  Party;  (iii)  the Indemnifying Party shall have no Liability with
respect  to  any  compromise  or  settlement of such claims effected without its
written  consent;  and  (iv)  the  Indemnified  Party  shall  cooperate  in  all
reasonable respects with the Indemnifying Party in connection with such defense,
and  shall  have  the  right  to  participate,  at  the Indemnified Party's sole
expense,  in  such  defense,  with  counsel  selected  by  it.

          If proper notice is given to an Indemnifying Party of the commencement
of  any  Third  Party Claim and the Indemnifying Party does not, within ten (10)
days  after  the  Indemnified  Party's  notice  is  given,  give  notice  to the
Indemnified  Party  of  its  election  to assume the defense of such Third Party
Claim,  the  Indemnifying Party shall be bound by any determination made in such
Third  Party  Claim  or any compromise or settlement effected by the Indemnified
Party.

           (c)     Notwithstanding  the  foregoing,  if  an  Indemnified  Party
determines  in  good  faith  that there is a reasonable probability that a Third
Party  Claim  may  adversely  affect  it  or its Related Persons other than as a
result  of  monetary  damages  for which it could be entitled to indemnification
under  this  Agreement, the Indemnified Party may, by notice to the Indemnifying
Party,  assume  the  exclusive right to defend, compromise, or settle such Third
Party.


                                      -51-
<PAGE>
           (d)     The  Indemnifying  Party hereby consents to the non-exclusive
jurisdiction  of  any  court in which a Third Party Claim is brought against the
Indemnified  Party for purposes of any claim that the Indemnified Party may have
under  this  Agreement  with  respect  to  such Third Party Claim or the matters
alleged  therein, and agree that process may be served on the Indemnifying Party
with  respect  to  such  a  claim  anywhere  in  the  world.

          SECTION  7.6     Procedure  for  Indemnification  -  Third  Party,  No
                           -----------------------------------------------------
Recourse  against the Company Subsidiaries.  Effective upon Closing, the Company
------------------------------------------
hereby  irrevocably  waives  any  and  all  rights  that it may have against any
Company  Subsidiary  in respect of any claims or causes of actions, for monetary
damages,  specific performance or otherwise, arising prior to Closing, including
any  claims  arising  out  of any breach or alleged breach by the Company or any
Company  Subsidiary  of  any  representations and warranties, covenants or other
agreements  contained  in  this  Agreement  or any other agreements or documents
executed  or  to  be  executed  by the parties hereto in order to consummate the
transactions contemplated by this Agreement. Without limiting the foregoing, the
Company  shall  not be entitled to contribution from, subrogation to or recovery
against,  any  Company  Subsidiary  with respect to any liability of the Company
that may arise under or pursuant to this Agreement or any of other agreements or
documents  executed  or  to  be  executed  by  the  parties  hereto  in order to
consummate  the  transactions  contemplated  by  this  Agreement.

          SECTION  7.7     Limited  Liability of the Acquiror.  The liability of
                           ----------------------------------
the  Acquiror  with  respect to any breaches of this Agreement together with all
other  Damages  (exclusive  of reasonable attorney fees and expenses) previously
compensated  or  reimbursed pursuant to a claim for breach of representations or
warranties  shall  not  exceed  the  greater  of  (i)  the  Fair Market Value of
3,709,729  shares  of  Acquiror Common Stock at Closing and (ii) the Fair Market
Value  of  such number of shares of Acquiror Common Stock at the time payment is
due  for  any  Damages  to  be  paid  pursuant  to  this  Article  VII.

          SECTION  7.8     Indemnity  and Liability Baskets.  Any party entitled
                           --------------------------------
to  make  a  claim  under  Section  7.3  herein  or  arising  from the breach of
representations  or  warranties  contained  in Article IV herein (the "Aggrieved
Party")  shall  not have the right to indemnification or compensation thereunder
unless  and until the Aggrieved Party shall have incurred on a cumulative basis,
since  the  Closing  Date,  Damages,  to  which  it  otherwise  is  entitled  to
indemnification  or  compensation under Section 7.3 or as a result of the breach
of  representations  or  warranties  contained in Article IV herein, which in an
aggregate  equals  or  exceeds  $50,000.  If such Damages should equal or exceed
$50,000,  the  Aggrieved  Party  shall  be  entitled  to  indemnification  or
compensation,  as  the  case may be, for the entire amount of the Damages, up to
the  maximum  set  forth  in  Section  7.3  herein,  in  the case of a claim for
indemnification hereunder, or as set forth in Section 7.7 herein, in the case of
a  claim  arising  from  the  breach  of  representations  of  warranties of the
Acquiror.

          SECTION 7.9     Payment by Stock.  Acquiror may obtain satisfaction of
                          ----------------
any  indemnification under this Article VII through the withholding of shares of
Deferred  Stock,  valuing  such  shares at their then current Fair Market Value.


                                      -52-
<PAGE>
                                  ARTICLE VIII

                               REGISTRATION RIGHTS

          SECTION  8.1     Definitions.  The  following  terms when used in this
                           -----------
Article  VIII  shall have the following meanings (such definitions to be equally
applicable  to  the  singular  and  plural  forms  thereof):

          "Holder"  shall mean the Company and any stockholder of the Company to
           ------
which  the Registrable Securities have been transferred pursuant to Section 8.6.

          "Registrable  Securities"  shall mean any Shares held by a Holder and
           -----------------------
any  equity  securities of Acquiror 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 SEC 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  8.2     Registration  Procedures.  Acquiror  shall:
                           ------------------------

           (a)     Prepare  and  file with the SEC a registration statement with
respect  to  the  Registrable  Securities (which registration statement may also
include  securities  held  by other holders of Acquiror Common Stock) within six
(6)  months  after  the Closing, and use its reasonable efforts to (A) have such
registration  statement  declared  effective  within  eight (8) months after the
Closing,  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 the
Acquiror  is,  and remains, eligible to use Form S-3 or any successor short-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 Acquiror Common Stock (or other securities of Acquiror) pursuant
to  Section  8.5  and  for  a  period  of  time equal to the period during which
Registrable  Securities  could  not  be  sold  pursuant to a notice delivered by
Acquiror  pursuant  to  Section  8.2(d);

           (b)     Use  its  reasonable efforts to prepare and file with the SEC
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
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;


                                      -53-
<PAGE>
           (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;

           (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  the  Acquiror  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 the Acquiror'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)  Acquiror  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 Acquiror 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  SEC 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  8.3     Registration  Expenses.
                           ----------------------

           (a)     All  expenses  incident  to  Acquiror'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 Acquiror, reasonable fees and disbursements of one
counsel  for  the  Holders and all independent certified public accountants, and
other  Persons  retained  by  Acquiror  (all  such  expenses being herein called
"Registration Expenses"), shall be borne by Acquiror, and Acquiror 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


                                      -54-
<PAGE>
and  the  expenses  and fees for listing the securities to be registered on each
securities  exchange  on  which  similar  securities issued by Acquiror are then
listed  or  on the NASD automated quotation system if the Common Stock is listed
on  any  such  exchange  or  system.

           (b)     To  the  extent  Registration Expenses are not required to be
paid  by  Acquiror,  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  8.4     Indemnification.
                           ---------------

           (a)     Acquiror 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
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  Acquiror by such Holder expressly for use therein as
provided  in  Section  8.4(b)  below.

           (b)     In  connection  with  any  registration  statement in which a
Holder  of Registrable Securities is participating, each Holder shall furnish to
Acquiror  in  writing  such  information  and  affidavits as Acquiror reasonably
requests  for  use  in  connection  with  any  such  registration  statement  or
prospectus  and,  to  the extent permitted by law, shall indemnify Acquiror, its
directors and officers and each Person who controls Acquiror (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  Acquiror  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
Acquiror  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 8.4, 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,


                                      -55-
<PAGE>
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 Agreement 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.
Acquiror  also agrees to make such provisions as are reasonably requested by any
indemnified  party  for  contribution  to  the  party  in  the  event Acquiror's
indemnification  is  unavailable  for  any  reason.

           (e)     If the indemnification provided for in paragraphs (a) and (b)
of  this  Section  8.4  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 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 Acquiror, 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
8.4.  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 Acquiror, 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.  Acquiror 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


                                      -56-
<PAGE>
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  8.5     Lockup  Agreement.  Each  Holder agrees in connection
                           ------------------
with  any  underwritten  public  sale  or  distribution  of  the Common Stock by
Acquiror  pursuant to a registration statement filed with the SEC, that upon the
request  of  Acquiror, 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 Acquiror, for such period of
time  (not  to  exceed  180  days  after the effective date of such registration
statement)  as  Acquiror may reasonably request, provided, that all officers and
directors  of Acquiror, all securityholders who hold at least one percent of the
Acquiror  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  8.5 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 SEC Rule 145 transaction
on  Form  S-4  or  similar  forms  which  may  be  promulgated  in  the  future.

          SECTION 8.6     Assignment of Registration Rights.  The rights granted
                          ---------------------------------
to  the  Company  hereunder  may  only  be  assigned by the Company to a current
stockholder  of  the Company that acquires Registrable Securities in liquidation
or  other  distribution  of  the  Company's  assets.  Upon  such  transfer  or
assignment,  such  transferee  or assignee shall be deemed a "Holder" under this
Agreement,  provided,  that at least 30 days prior to such transfer, Acquiror is
furnished  with  a written agreement executed by such proposed assignee (in form
and substance satisfactory to Acquiror) pursuant to which such proposed assignee
agrees  to  be  bound  by  the  terms  of  this  Article  VIII.

          SECTION  8.7      Reports  Under  Exchange Act.  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 SEC that may at any time
period  a  Holder  to  sell  securities  of  Acquiror  to  the  public  without
registration  or  pursuant to a registration on Form S-3, Acquiror agrees to use
its  reasonable  efforts  to:

           (a)     make  and  keep  public information available, as those terms
are  understood and defined in SEC Rule 144, so long as Acquiror 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  SEC in a timely manner all reports and other
documents  required  of  Acquiror 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
Acquiror  as  to  whether it has complied with the reporting requirements of SEC
Rule  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


                                      -57-
<PAGE>
the  most  recent  annual or quarterly report of Acquiror and such other reports
and  documents so filed by Acquiror , and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which  permits  the  selling  of  any  such  securities  without registration or
pursuant  to  such  form.

          SECTION  8.8     Termination.  Except  for  Section  8.4  which  shall
                           -----------
survive  indefinitely,  the provisions of this Article VIII 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 the Acquiror's Common Stock are registered under the Exchange Act and
Acquiror  is  no  longer  required  to  make any filings under the Exchange Act.

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION  9.1     Assignments;  Successors,  No  Third  Party  Rights.
                           ---------------------------------------------------
Except  as set forth in Section 8.6, no party may assign any of its rights under
this  Agreement  without  the  prior written consent of the other parties hereto
(which  may  not  be  unreasonably  withheld or delayed), and any purported such
assignment  without  such  consent  shall  be  void, provided, however, that the
Acquiror  may  assign  any  or  all  of  its  rights  and obligations under this
Agreement to a wholly-owned subsidiary of the Acquiror without the prior consent
of  the  Company.  Subject  to  the  foregoing,  this  Agreement  and all of the
provisions  hereof  shall apply to, be binding upon, and inure to the benefit of
the  parties  hereto  and their successors and permitted assigns and the parties
indemnified  pursuant  to  Article  VII.  Nothing  in this Agreement, express or
implied, is intended to confer upon any Person other than the parties hereto any
rights or remedies of any nature whatsoever under or by reason of this Agreement
or any provision of this Agreement. This Agreement and all of its provisions and
conditions  are  for  the  sole  and  exclusive  benefit  of the parties to this
Agreement  and  their  successors  and  permitted  assigns.

          SECTION  9.2     Entire  Agreement.  This  Agreement,  including  the
                           -----------------
Company  Disclosure  Schedule, the Acquiror Disclosure Schedule and the Exhibits
hereto and the other agreements and written understandings referred to herein or
otherwise  entered  into  by  the  parties  hereto  on  the date hereof, and the
Confidentiality  Agreement constitute the entire agreement and understanding and
supersede  all  other  prior  covenants,  agreements, undertakings, obligations,
promises,  arrangements, communications, representations and warranties, whether
oral  or  written,  by  any  party hereto or by any director, officer, employee,
agent,  Related  Person  or  Representative  of  any  party  hereto.

          SECTION  9.3     Waiver;  Amendment  or  Modification.
                           ------------------------------------

           (a)     Any  provisions  of  this  Agreement  may  be  amended if the
amendment  is  in  writing  signed  by  the  Acquiror  and  the  Company.

           (b)     Subject  to  Clause  9.3(c)  hereof,  compliance  with  any
provision  or  term of this Agreement may be waived, if and only if, such waiver
is  signed  by  the  party  against  whom  the  waiver  is  to  be  effective.


                                      -58-
<PAGE>
           (c)     No  claim  or  right  arising  out  of  this Agreement or the
documents referred to in this Agreement can be discharged by one party, in whole
or  in part, by a waiver or renunciation of the claim or right unless in writing
signed  by  the  other party, and no waiver that may be given by a party will be
applicable  except in the specific instance for which it is given; and no notice
to  or  demand  on  one party will be deemed to be a waiver of any obligation of
such  party  or  of  the right of the party giving such notice or demand to take
further  action  without  notice  or demand as provided in this Agreement or the
documents  referred  to  in  this  Agreement.

           (d)     The  rights and remedies of the parties hereto are cumulative
and  not  alternative.  Except where a specific period for action or inaction is
provided  herein,  neither the failure nor any delay on the part of any party in
exercising  any  right, power or privilege under this Agreement or the documents
referred  to  in this Agreement shall operate as a waiver thereof, nor shall any
waiver  on  the part of any party of any such right, power or privilege, nor any
single  or  partial exercise of any such right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other such right, power
or  privilege.  The  failure  of  a party to exercise any right conferred herein
within the time required shall cause such right to terminate with respect to the
transaction  or  circumstances  giving  rise  to such right, but not to any such
right  arising  as  a  result  of  any  other  transactions  or  circumstances.

          SECTION 9.4     Notices.  All notices, requests, instructions, claims,
                          -------
demands,  consents  and  other  communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given on the
date  delivered  by  hand  or  by courier service such as Federal Express, or by
other  messenger  (or, if delivery is refused, upon presentment) or upon receipt
of  an  electronic  confirmation  of  successful facsimile transmission (if such
successful  delivery  is  promptly  confirmed by telephone or in person with the
person  to  whom  it is being sent), or upon delivery by registered or certified
mail  (return  receipt  requested),  postage  prepaid,  to  the  parties  at the
following  addresses:

           (a)     If  to  the  Acquiror:

                         Vsource  Inc.
                         5740  Ralston  Street
                         Suite  110
                         Ventura,  California  93003
                         Telephone:     (805)  677-6720
                         Facsimile:
                         Attention:     Sandy  Waddell

                    With  a  Copy  to:

                         McDermott,  Will  &  Emery
                         227  West  Monroe  Street
                         Chicago,  Illinois  60606
                         Telephone:     (312)  984-7594
                         Facsimile:     (312)  984-7700
                         Attention:     Brooks  B.  Gruemmer


                                      -59-
<PAGE>
           (b)     If  to  the  Company:

                         NetCel360  Holdings  Limited
                         Unit  501,  AXA  Centre
                         151  Gloucester  Road,  Wanchai
                         Hong  Kong
                         Telephone:     852-2259-7888
                         Facsimile:
                         Attention:     Phillip  Kelly

or  to such other persons or addresses as the person to whom notice is given may
have  previously furnished to the other in writing in the manner set forth above
(provided  that  notice  of  any  change of address shall be effective only upon
receipt  thereof).

           SECTION 9.5     GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO
                           -------------
BE  MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY
AND  IN ACCORDANCE WITH THE LAWS OF, THE STATE OF DELAWARE WITHOUT REGARD TO THE
CONFLICT  OF  LAW  PRINCIPLES  THEREOF.

           SECTION  9.6     CONSENT  TO  JURISDICTION,  WAIVER  OF  JURY  TRIAL.
                            ---------------------------------------------------

           (a)     THE  PARTIES  HERETO  HEREBY  IRREVOCABLY  SUBMIT  TO  THE
JURISDICTION  OF  THE  COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF
THE  UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT
OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF
THE  DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED  HEREIN, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN
ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT,
THAT  IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT
MAINTAINABLE  IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR
THAT  THIS  AGREEMENT  OR  ANY  SUCH  DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE
OR  FEDERAL  COURT.  THE  PARTIES  HEREBY  CONSENT  TO  AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY
SUCH  ACTION  OR  PROCEEDING  IN THE MANNER PROVIDED IN SECTION 9.4 HEREOF OR IN
SUCH  OTHER  MANNER  AS  MAY  BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT
SERVICE  THEREOF.

           (b)     EACH  PARTY  HERETO  HEREBY  ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY  WHICH  MAY  ARISE  UNDER  THIS  AGREEMENT  IS  LIKELY  TO  INVOLVE
COMPLICATED  AND  DIFFICULT  ISSUES,  AND  THEREFORE  EACH  SUCH  PARTY  HEREBY
IRREVOCABLY  AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL


                                      -60-
<PAGE>
BY  JURY  IN  RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING  TO  THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
EACH  PARTY  CERTIFIES  AND  ACKNOWLEDGES  THAT  (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY  OF  ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER,  (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS  WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE  MUTUAL  WAIVERS  AND  CERTIFICATIONS  IN  THIS  SECTION  9.6.

          SECTION  9.7     Actions  of  the Company Subsidiaries.  Whenever this
                           -------------------------------------
Agreement  requires  any Company Subsidiary to take any action, such requirement
shall  be  deemed to involve, with respect to actions to be taken at or prior to
the Closing, an undertaking on the part of the Company to use reasonable effects
to  cause  such  Company  Subsidiary  to  take  such  action.

          SECTION 9.8     Descriptive Headings.  The descriptive headings herein
                          --------------------
are  inserted  for convenience of reference only and are not intended to be part
of, or to affect the meaning, construction or interpretation of, this Agreement.

          SECTION  9.9     Counterparts.  For  the  convenience  of  the parties
                           ------------
hereto,  this Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall  together  constitute  the  same  agreement.

          SECTION  9.10     Knowledge.  When  references  are  made  in  this
                            ---------
agreement  of information being "to the knowledge" of a party, such Person shall
be  deemed  to have "knowledge" of a particular fact or other matter if (a) such
individual  is  actually  aware  of  such fact or other matter; or (b) a prudent
individual  could be expected to discover or otherwise become aware of such fact
or  other  matter  after  due  and  careful  inquiry.


                                      -61-
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  executed  by  their  officers  duly  authorized as of the date first written
above.



                                       VSOURCE  INC.


                                       By:  _________________________________
                                       Name:
                                       Title:


                                       NETCEL360  HOLDINGS  LIMITED


                                       By:  _________________________________
                                       Name:
                                       Title:


                                      -62-
<PAGE>



                                    EXHIBIT 1

                                 EXCLUDED ASSETS
                                 ---------------



<PAGE>
                                EXHIBIT 3.2(B)(I)

                          FORM OF REPRESENTATION LETTER

                            REPRESENTATION LETTER OF

                         _______________________________
                     [INSERT NAME OF NETCEL360 SHAREHOLDER]

                                __________, 2001

TO:  [Acquiror]

          In  connection  with  the issuance by Vsource Inc. (the "Acquiror") of
shares  of  its common stock (the "Acquiror Common Stock") to NetCel360 Holdings
Limited  (the  "Company") pursuant to the Acquisition Agreement, dated as of May
__,  2001, among the Acquiror and the Company (the "Acquisition Agreement"), the
undersigned  hereby  represents  and  warrants  as  follows:

          1.     I/We  understand  that  the  shares  of  Acquiror  Common Stock
to  be delivered at the Closing have not been registered under the United States
Securities  Act  of  1933,  as amended (the "Securities Act"), or any securities
laws  of any territory, possession or state or the District of Columbia and that
each  certificate  representing  shares  of  the  Acquiror  Common  Stock issued
pursuant  to the Acquisition Agreement or any other securities issued in respect
of  them  upon  any  stock  split,  stock  dividend,  reverse  stock  split,
recapitalization,  merger,  consolidation  or  similar  event,  shall  bear  the
following  legend:

     THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE UNITED STATES
     SECURITIES  ACT  OF 1933 (THE "SECURITIES ACT") OR ANY SECURITIES LAWS
     OF  ANY  STATE  OF  THE  UNITED STATES. THEY MAY NOT BE OFFERED, SOLD,
     PLEDGED  OR  OTHERWISE  TRANSFERRED WITHIN THE UNITED STATES OR TO ANY
     UNITED  STATES  PERSON  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION
     STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM
     REGISTRATION  UNDER  THE  SECURITIES ACT. THE COMPANY AND ITS TRANSFER
     AGENT  SHALL  NOT  PERMIT  TRANSFER  OR RECORDATION OF TRANSFER OF THE
     SECURITIES  REPRESENTED  HEREBY UNLESS THE COMPANY SHALL HAVE RECEIVED
     AN  OPINION  OF  COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
     EFFECT THAT SUCH TRANSFER COMPLIES WITH THE FOREGOING PROVISIONS. UPON
     TRANSFER  OF  THE  SECURITIES  REPRESENTED  HEREBY  ACCOMPANIED  BY AN
     OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY THAT THE
     TRANSFER  HAS  BEEN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR


                                      -2-
<PAGE>
     IN  A  TRANSACTION  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, THE
     COMPANY  AND THE TRANSFER AGENT SHALL PROMPTLY REMOVE THIS LEGEND FROM
     THE  SECURITIES  REPRESENTED  HEREBY.


          2.     I am/We  are  an  "accredited  investor"  within the meaning of
subparagraph  (a)(3)  of  Rule  501  under  the Securities Act who in the normal
course  of  business make investments in securities or other instruments similar
to  the  Acquiror Common Stock, and will acquire the Acquiror Common Stock to be
acquired by me/us in any liquidation of the Company for my/our own account, with
no  intention of distributing or reselling such securities in any transaction or
scheme  of  transactions.

          3.     I/We  have  such  knowledge,  sophistication  and experience in
financial  and  business  matters  as to be capable of evaluating the merits and
risks  of  an  investment  in  the Acquiror and can form an independent judgment
concerning Acquiror and its subsidiaries. I/We have received and reviewed copies
of the Acquiror's Annual Report on Form 10-KSB for the fiscal year ended January
31, 2001, filed with the Securities and Exchange Commission on May 16, 2001, and
drafts  of  the  Acquisition  Agreement  and  related  agreements.  I  am/We are
familiar  with  the business and financial condition, properties, operations and
prospects  of  the Acquiror and its subsidiaries and have had, during the course
of  the  transactions contemplated by the Acquisition Agreement and prior to the
delivery  of shares of Acquiror Common Stock at the Closing, the opportunity (i)
to  ask  questions  of,  and  receive  answers from, the Acquiror concerning the
Acquiror  and  its subsidiaries and the terms and conditions of the transactions
contemplated  by  the  Acquisition  Agreement  and  (ii)  to  obtain  additional
information  (to  the  extent  the  Acquiror possessed such information or could
acquire  it  without  unreasonable  effort  or  expense) necessary to verify the
accuracy of any information furnished to me/us or to which I/we have had access.

          4.     I/We  have  made such independent investigation of the Acquiror
as  I/we  deem  to be necessary or advisable in connection with the transactions
contemplated  by  the  Acquisition  Agreement.

          5.     I/We  by  reason of my/our, or my/our management's, business or
financial  experience, I/we have the capacity to protect my/our own interests in
connection  with  the  transactions  contemplated  in the Acquisition Agreement.

          6.     I/We  waive  all  claims  I/we  may  have  against  any  of the
Acquiror,  its  Related  Persons,  the  Acquiror's subsidiaries, or any of their
directors,  officers,  employees,  agent, stockholders, consultants, affiliates,
investment  bankers, attorneys or representatives, except for any claims against
the  Acquiror  based  upon  the  breach of any representations and warranties or
covenants  or  other  agreements  contained  within  the  Acquisition  Agreement
pursuant  to  the  terms  of  the  Acquisition  Agreement.

          7.     Any  transfer  of  Acquiror Common Stock to me/us will occur in
(i)  an "offshore transaction", as defined in Rule 902 under the Securities Act,
to  a  person  that  is  not  a  "U.S. person", as defined in Rule 902 under the
Securities  Act  or (ii) to a person that is an "accredited investor" as defined
in  the  Securities  Act.


                                      -3-
<PAGE>
          The  representations  and  warranties  contained in this letter are in
addition  to  the  express written or implied representations and warranties, if
any,  which  I/we  otherwise  may  make  in  connection with the issuance of the
Acquiror  Common  Stock  pursuant  to  the  Acquisition  Agreement.

          Capitalized terms used but not otherwise defined herein shall have the
meanings  set  forth  in  the  Acquisition  Agreement.

          Counsel  for  the  Acquiror  may  rely  upon  the  representations and
information  in  this  letter  for  purposes  of  rendering  a  legal opinion in
connection  with  the  issuance  of  the  Securities.



                                      By:  _________________________________
                                      Name:
                                      Title:


                                      -4-
<PAGE>
                                EXHIBIT 3.2(B)-2

                            FORM OF IRREVOCABLE PROXY
                            -------------------------

               THIS  IRREVOCABLE  PROXY  (this  "Agreement")  is made as of this
_____  day  of  May, 2001, by the undersigned stockholder (the "Stockholder") of
NetCel360 Holdings Limited (the "Company") for the benefit of Vsource, Inc. (the
"Acquiror").

                                   WITNESSETH:

          WHEREAS,  the  Acquiror  and  the  Company  have  entered  into  an
Acquisition  Agreement  (as such agreement may be amended from time to time, the
"Acquisition  Agreement", capitalized terms used and not defined herein have the
respective  meanings  assigned to them in the Acquisition Agreement) pursuant to
which  the  Acquiror  will  purchase  certain  assets  of  the  Company  (the
"Acquisition");

          WHEREAS,  the Stockholder owns, of record and beneficially, the shares
of  stock  of  the Company set forth on Schedule 1 to this Proxy (the "Shares");

          WHEREAS,  in  order  to induce Acquiror and the Company to execute the
Acquisition Agreement, the Stockholder has agreed to grant to Acquiror the Proxy
(as  hereinafter  defined);

          NOW  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

          1.     Irrevocable  Proxy.
                 ------------------

                (a)     Grant  of  Proxy.  The  Stockholder  hereby  constitutes
and  appoints  I.  Steven  Edelson  and  Sandy  Waddell,  and  each of them (the
"Proxyholders"),  each with the power of substitution, as the lawful proxies for
the  Stockholder  to vote all of the Shares which the Stockholder is entitled to
vote,  for  and  in the name, place and stead of the Stockholder, at any annual,
special  or  other  meeting  of  the  stockholders  of  the  Company  and at any
adjournment  thereof,  or pursuant to any consent in lieu of a meeting, at which
meeting  or  in connection with which consent action shall be taken (i) in favor
of the Acquisition, the execution and delivery by the Company of the Acquisition
Agreement  and  the  approval of the terms thereof and each of the other actions
contemplated  by  the  Acquisition  Agreement  and  any  actions  required  in
furtherance thereof; (ii) against any action or agreement that would result in a
breach  in  any respect of any covenant, representation or warranty or any other
obligation  or  agreement  of  the  Company under the Acquisition Agreement; and
(iii)  against  the  following  actions  (other  than  the  Acquisition  and the
transactions  contemplated by the Acquisition Agreement):  (A) any extraordinary
corporation  transaction,  such  as  a  merger,  consolidation or other business
combination  involving  the  Company  or  its subsidiaries; (B) a sale, lease or


                                      -5-
<PAGE>
transfer of a material amount of assets of the Company or its subsidiaries, or a
reorganization,  recapitalization,  dissolution or liquidation of the Company or
its  subsidiaries; (C)(1) any change in a majority of the persons who constitute
the  board  of  directors  of  the  Company; (2) any change in the Bylaws of the
Company;  (3)  any other material change in the Company's corporate structure or
business;  or  (4)  any  other  action involving the Company or its subsidiaries
which  is  intended, or could reasonably be expected, to impede, interfere with,
delay,  postpone,  or  materially  adversely  affect  the  Acquisition  and  the
transactions  contemplated  by  the  Acquisition  Agreement  (the "Proxy").  The
Stockholder  shall  not  enter into any agreement or understanding the effect of
which  would  be  to  violate  the  provisions  and agreements contained in this
Section  1(a).


                (b)     Irrevocability  of  Proxy.  The  Proxy  granted  by  the
                        -------------------------
preceding  paragraph  (a)  is  coupled  with an interest and it is therefore not
revocable  by  the  Stockholder  without  the  consent  of  the  Acquiror.
Notwithstanding  the  foregoing, such Proxy shall terminate upon the termination
of  the  Acquisition  Agreement.


          2.     Restrictions on Grants of Proxies and Non-Interference.  During
                 ------------------------------------------------------
the term of this Agreement, the Stockholder shall not (i) except as contemplated
by  this  Agreement, grant any proxies or powers of attorney, deposit any Shares
into a voting trust or enter into a voting agreement with respect to any Shares;
or  (ii)  take  any action that would have the effect of preventing or disabling
the  Stockholder  from  performing  the  Stockholder's  obligations  under  this
Agreement.

          3.     Approval  of  Acquisition.  The  Stockholder  agrees  that,  if
                 -------------------------
requested  by  the  Proxyholders, the Stockholder will vote or cause to be voted
all  the  Shares  in favor of the Acquisition and the Acquisition Agreement (and
the  documents  and  transactions  related  thereto)  at  any  meeting  of  the
shareholders  of  the  Company held for the purpose of approving the Acquisition
Agreement  and  the  Acquisition.

          4.     Further Assurance and Adjustments.  The Stockholder shall, upon
                 ---------------------------------
the  reasonable  request  of  the  Acquiror,  execute and deliver any additional
documents  necessary  or  desirable to effect any of the terms and provisions of
this  Agreement.  If  at any time the Shares are changed into a different number
of  Shares  or  a  different  class  by  reason  of  any  reclassification,
recapitalization,  split-up,  combination, exchange of Shares or readjustment of
the  Company's  capital  stock or if a stock dividend thereon is declared with a
record  date  prior  to  the  termination  of this Agreement, then the number of
Shares subject to the Proxy granted hereby and the voting rights to be exercised
upon  exercise  thereof  shall  be  appropriately  adjusted.

          5.     Specific Performance.  The parties hereto agree that if for any
                 --------------------
reason  the  Stockholder  failed to perform any of the Stockholder's obligations
under  this  Agreement, then the Acquiror would be irreparably damaged and money
damages  would  not  constitute  an  adequate remedy.  Accordingly, the Acquiror
shall  be  entitled  to  specific performance and injunctive and other equitable
relief  to enforce the performance of such obligations by the Stockholder.  This
provision is without prejudice to any other rights the Acquiror may have against
the  Stockholder  for  failure  to  perform any of the Stockholder's obligations
under  this  Agreement.

          6.     Term.  The  Proxy  shall  terminate  upon  termination  of  the
                 ----
Acquisition  Agreement  in  accordance  with  its  terms.


                                      -6-
<PAGE>
          7.     Binding  Agreement.  All  authority and rights herein conferred
                 ------------------
or  agreed  to  be  conferred  by  the  Stockholder  shall  survive the death or
incapacity of the Stockholder.  This Agreement shall inure to the benefit of and
be  binding  upon  the  parties  hereto  and  their  respective  heirs, personal
representatives,  successors  and  assigns.

          8.     Counterparts.  This  Agreement  may  be executed in two or more
                 ------------
counterparts,  all  of  which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the  parties  and  delivered  to the other parties, it being understood that all
parties  need  not  sign  the  same  counterpart.

          9.     Entire  Agreement.  This Agreement (including the documents and
                 -----------------
the  instruments  referred  to  herein)  constitutes  the  entire  agreement and
supersedes all prior agreements and understandings, both written and oral, among
the  parties  with  respect  to  the  subject  matter  hereof.

          10.     Governing Law.  This Agreement shall be governed and construed
                  -------------
in  accordance  with  the laws of the State of Delaware without giving effect to
the  principles  of  conflicts  of  law  thereof.

          11.     No Prejudice.  This Agreement has been jointly prepared by the
                  ------------
parties  hereto  and  the  terms  hereof  shall  not be construed in favor of or
against  any  party  on  account  of  its  participation  in  such  preparation.

          12.     Headings.  The  Article, Section and paragraph headings herein
                  --------
are  for convenience of reference only, do not constitute part of this Agreement
and  shall  not  be  deemed  to  limit or otherwise affect any of the provisions
hereof.

          IN  WITNESS WHEREOF, the Acquiror and the Stockholder have caused this
Agreement  to  be  duly  executed  as  of  the day and year first written above.


VSOURCE,  INC.                             SHAREHOLDER

------------------------------------       -------------------------------------
Name:                                      Name:
Title:                                     Title:


                                      -7-
<PAGE>
                                 EXHIBIT 6.1(J)
             FORM OF OPINION TO BE ISSUED BY MAPLES AND CALDER ASIA

[Company]
[Address]
[Address]

Dear  Sirs

           We  have  acted  as  special  Cayman  Islands  legal  advisers to the
Company  in connection with the Acquisition Agreement referred to below dated as
of  [  ]  April,  2001  made between inter alios the Company  and  the Acquiror.

           For  the  purposes  of this opinion, we have reviewed only originals,
copies  or  final  drafts  of  the  following  documents:

           (a)     the  certificate  of  incorporation  of the Company (dated 25
August,  1999)  and the memorandum and articles of association of the Company as
adopted  by  Special  Resolution  passed  on 11 April, 2001 (the "MEMORANDUM AND
ARTICLES");

           (b)     a certificate of good standing for the Company dated 6 April,
2001  issued  by  the  Registrar  of  Companies  in  the  Cayman  Islands  (the
"CERTIFICATE  OF  GOOD  STANDING");

           (c)     unanimous  written  resolutions of the board of the directors
of  the  Company  held  on  [6]  April,  2001;

           (d)     a  certificate  from  a  director  of  the Company dated [  ]
April,  2001  a copy of which is attached hereto (the "DIRECTOR'S CERTIFICATE");

           (e)     the  Acquisition  Agreement together with the signature pages
thereto  executed  on  behalf  of  the  Company;  and

           (f)     the  Company's  Stockholder  Agreement.
Terms  used  herein  shall bear the same meaning as in the Acquisition Agreement
unless  the  context  otherwise  requires.

Save  as  aforesaid  we  have  not  been  instructed  to  undertake and have not
undertaken  any  further enquiry or due diligence in relation to the transaction
the  subject of this opinion and the following opinions are given only as to and
based  on  circumstances  and matters of fact existing at the date hereof and of
which we are aware consequent upon the instructions we have received in relation
to  the  matter  the  subject  of  this opinion and as to the laws of the Cayman
Islands as the same are in force at the date hereof.  In giving this opinion, we
have  relied  upon  the  completeness  and  accuracy (and assumed the continuing
completeness  and  accuracy as at the date hereof) of the Director's Certificate
and  the  Certificate  of  Good  Standing  without further verification and have
relied upon the following assumptions, which we have not independently verified:


                                      -8-
<PAGE>
               (i)  The  Acquisition  Agreement  has  been  or  will  be  duly
          authorized,  executed  and  delivered  by or on behalf of all relevant
          parties  (other  than  the  Company).

               (ii) These are, or will be, legal, valid, binding and enforceable
          against  all relevant parties in accordance with the laws of the State
          of  Delaware  and all other relevant laws (other than, with respect to
          the  Company,  the  laws  of  the  Cayman  Islands).

               (iii)  The  power, authority and legal right of all parties under
          all  relevant  laws  and  regulations (other than, with respect to the
          Company,  the  laws  of the Cayman Islands) to enter into, execute and
          perform  their respective obligations under the Acquisition Agreement.

               (iv)  The  choice  of  the  laws  of the State of Delaware as the
          governing law of the Acquisition Agreement and the agreement to submit
          to  the  jurisdiction of the courts of the State of Delaware have been
          made by all parties in good faith and would be regarded as a valid and
          binding  selection and submission respectively which will be upheld by
          the  State  of Delaware courts as a matter of the laws of the State of
          Delaware  and by all other courts under all other relevant laws (other
          than  the  laws  of  the  Cayman  Islands).

               (v) Copy documents or drafts of documents provided to us are true
          and  complete  copies  of,  or  in  the final forms of, the originals.

               (vi)  The  genuineness  of  all  signatures  and  seals.

               (vii)  All  conditions  precedent  in  the  Acquisition Agreement
          (other than obtaining the approval of the Company's stockholders) have
          been  satisfied  or  duly  waived  and there has been no breach of the
          terms  of  the  Acquisition  Agreement  at  the  date  hereof.

               (viii)  There  is no contractual or other prohibition (other than
          as  may  arise by virtue of the laws of the Cayman Islands) binding on
          the  Company  or  on any other party prohibiting it from entering into
          and  performing  its  obligations  under  the  Acquisition  Agreement.

          The  following opinions are given only as to matters of Cayman Islands
law  and  we  have  assumed that there is nothing under any other law that would
affect  or  vary  the  following  opinions.  Specifically  we  have  made  no
investigation  of the laws of the State of Delaware or Hong Kong and we offer no
opinion  in  relation  thereto.

          Based  upon  the  foregoing  and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are
of  the  opinion  that:

1.   The  Company has been duly incorporated as an exempted company with limited
     liability  for an unlimited duration and is validly existing under the laws
     of the Cayman Islands with full and requisite corporate power and authority


                                      -9-
<PAGE>
     to  own  its property and assets and to carry on its business in accordance
     with  its Memorandum and Articles and to enter into and execute and perform
     its  obligations  under  the  Acquisition  Agreement.

2.   The  execution and delivery of the Acquisition Agreement by the Company and
     the  performance of its obligations thereunder has been duly authorized and
     approved by all necessary corporate action of the Company and has been duly
     executed  and does not violate or result in a breach of any of the terms or
     provisions  of  the  Memorandum  and  Articles  or  any law, public rule or
     regulation  applicable  to  the  Company in the Cayman Islands currently in
     force  and  do  not  violate,  conflict  with  or result in a breach of any
     existing  order  or  decree  of any governmental authority or agency or any
     official  body  in  the  Cayman  Islands.

3.   The  Acquisition  Agreement  constitute  the  legal,  valid  and  binding
     obligations  of  the  Company,  enforceable  in accordance with their terms
     except  and in so far as such enforcement may be limited as hereinafter set
     forth.

4.   No  authorizations, consents, orders, permissions or approvals are required
     from  any  governmental authorities or agencies or other official bodies in
     the  Cayman  Islands  and no notice to, registrations with, or other filing
     with  or  action by any Cayman Islands governmental authority or regulatory
     body  is  required  in  connection  with:

     (1)     the  execution  and  delivery  of  the  Acquisition  Agreement;

     (2)     the  performance of any obligation under the Acquisition Agreement;
             or

     (3)     the  validity,  enforceability  or admissibility in evidence of the
             Acquisition  Agreement.

5.   It  is  not  necessary  to ensure the legality, validity, enforceability or
     admissibility  in  evidence  of  the Acquisition Agreement that they or any
     other  instrument be notarized, legalized, filed, recorded or enrolled with
     any  governmental  department,  agency  or  other  authority  in the Cayman
     Islands.

6.   The  Company  is  in  good  standing with the Registrar of Companies in the
     Cayman  Islands.

7.   No  stamp  duties  or  other similar taxes or charges are payable under the
     laws  of  the Cayman Islands in respect of the execution or delivery of the
     Acquisition  Agreement  or  its  performance  or  enforcement, unless it is
     executed  in  or  thereafter  brought within the jurisdiction of the Cayman
     Islands  (e.g. for the purposes of enforcement) in which case stamp duty of
     CI$2.00  (US$2.44)  on  such  Acquisition  Agreement  may  be  payable.

8.   There  are  currently  no  taxes or other charges or deductions payable (by
     withholding  or  otherwise)  to the Cayman Islands Government or any taxing
     authority  thereof either (i) on or by virtue of the execution, delivery or
     enforcement  of  the  Acquisition  Agreement  or (ii) on any payment of any


                                      -10-
<PAGE>
     nature  to  be  made  by  the  Company under the Acquisition Agreement. The
     Cayman Islands currently have no income, corporate or capital gains tax and
     no  estate  duty,  inheritance  tax  or  gift  tax.

9.   The  choice  of  the law of the State of Delaware to govern the Acquisition
     Agreement  will  be  upheld  as a valid choice of law under the laws of the
     Cayman  Islands  and  the  courts  of  the Cayman Islands would uphold such
     choice  of law in a suit on the Acquisition Agreement brought in the courts
     of  the  Cayman  Islands,  assuming  it  is  so  pleaded.

10.  The  submission  in the Acquisition Agreement to submit to the jurisdiction
     of  the  courts of the State of Delaware is legal, valid and binding on the
     Company.

11.  Although  there  is  no  statutory  enforcement  in  the  Cayman Islands of
     judgments  obtained  in  the  State  of  New York, the courts of the Cayman
     Islands  will  recognize  and  enforce  a  judgment  of  a foreign court of
     competent jurisdiction without retrial on the merits based on the principle
     that  a  judgment  of  a  competent foreign court imposes upon the judgment
     debtor  an  obligation  to  pay  the  sum for which judgment has been given
     provided  that such judgment is final and conclusive, for a liquidated sum,
     not  in  respect  of taxes or a fine or penalty, is not inconsistent with a
     Cayman Islands judgment in respect of the same matter, and was not obtained
     in  a  manner  and is not of a kind the enforcement of which is contrary to
     the  public  policy  of the Cayman Islands. A Cayman Islands court may stay
     proceedings  if  concurrent  proceedings  are  being  brought  elsewhere. A
     foreign  judgment  may  be  final and conclusive even if subject to appeal.
     However,  if  appealable, a Cayman Islands court may stay enforcement until
     such  appeal  has  been heard. A judgment with respect to a debt (including
     interest)  which  is lawfully due is not normally of a kind the enforcement
     of  which  the  Cayman  Islands courts would consider to be contrary to the
     public  policy  of  the  Cayman  Islands.

12.  An  original  action  may  be  commenced  against the Company in the Cayman
     Islands  under  the  Acquisition  Agreement  or  without  first  commencing
     proceedings  or  obtaining  a  judgment  in  the  State  of  New  York.

13.  Based on our review of the Register of Writs and other Originating Process,
     there  are no actions pending against the Company in the Grand Court of the
     Cayman  Islands  on  [ ] April, 2001. A search at the Companies Registry in
     the Cayman Islands would not reveal any order or resolution for the winding
     up  of the Company because under Cayman Islands law the records kept by the
     Registrar  of  Companies  are not documents of public record. The inquiries
     referred  to  above  which  we  have  made at the Grand Court of the Cayman
     Islands  have  revealed  no  record  of  the presentation of any winding up
     petition in respect of the Company. We assume that there has been no change
     in  this  position  since  the  date  on  which  the  inquiries  were made.

14.  There  is  no  exchange  control  legislation under Cayman Island's law and
     accordingly  there are no exchange control regulations imposed under Cayman
     Island's  law.

15.  Neither  the  Company  nor  any  of its assets is entitled to immunity from
     service  of process, jurisdiction suit or enforcement of a judgement on the


                                      -11-
<PAGE>
     ground  of  sovereignty  in  the  courts  of  Cayman  Islands in respect of
     proceedings  against  it  in  relation  to  the  Acquisition  Agreement.

This  opinion  is  subject  to  the  following  qualifications  and limitations:

(1)  The  term "enforceable" as used above means that the obligations assumed by
     the  Company  under  the relevant instrument are of a type and nature which
     the  courts  of  the  Cayman  Islands  enforce. It does not mean that those
     obligations will necessarily be enforced in all circumstances in accordance
     with  their  terms.  In  particular:

     (a)  enforcement  may  be  limited  by bankruptcy, insolvency, liquidation,
          reorganization,  readjustment  of debts or moratorium or other laws of
          general  application relating to or affecting the rights of creditors;

     (b)  enforcement  may  be  limited  by  general  principles of equity - for
          example,  equitable  remedies  such as specific performance may not be
          available,  inter alia, where damages are considered to be an adequate
          remedy;

(c)  claims  may  become  barred  under  the statutes of limitation or may be or
          become  subject to defenses of set-off, counterclaim, laches, estoppel
          and  similar  defenses;

     (d)  where  obligations  are  to be performed in a jurisdiction outside the
          Cayman  Islands,  they may not be enforceable in the Cayman Islands to
          the  extent  that  performance would be illegal under the laws of that
          jurisdiction;

     (e)  provisions,  for  example,  for  the payment of additional interest in
          certain  circumstances,  may be unenforceable to the extent a court of
          the  Cayman  Islands  determines such a provision to be a penalty; and

     (f)  enforcement may be limited by the principle of forum non conveniens or
          analogous  principles  notwithstanding  any  purported  waiver of such
          principle  by  any  of  the  parties.

(2)  With respect to winding up proceedings, Cayman Islands law may require that
     all  claims  or  debts  of  the Company are converted into their functional
     currency of account at the exchange rate ruling at the date of commencement
     of  the  winding  up.

(3)  A  certificate,  determination,  calculation or designation of any party to
     the  Acquisition  Agreement  as  to  any matter provided in the Acquisition
     Agreement  might  be  held  by a Cayman Islands court not to be conclusive,
     final  and  binding  if,  for  example,  it  could  be  shown  to  have  an
     unreasonable  or  arbitrary  basis  or  in  the  event  of  manifest error.

(4)  Pursuant  to the Grand Court Rules, 1995, Order 62, rule 2, the Grand Court
     of  the  Cayman  Islands  will award costs in litigation in accordance with
     contractual  provisions  in  this regard but we have reservations as to the
     way  this  rule of court will apply in practice. While it is clear that the
     legal  fees  and  expenses incurred before judgment in enforcing a contract


                                      -12-
<PAGE>
     can  be  recovered  in  accordance  with  the terms of that contract, it is
     likely  that  any  legal  fees and expenses incurred after judgment will be
     recoverable, if at all, in accordance with the rules laid down in the Grand
     Court  (Taxation  of  Costs)  Rules,  1995.

(5)  We  have reservations as to the ability of a party to obtain a judgment for
     payment  of  interest  at default rates (as against prescribed court rates)
     after  judgment  in  the  courts  of  the  Cayman  Islands.

(6)  If  any  provision  of  a  document  is  held  to  be  illegal,  invalid or
     unenforceable,  severance  of  such  provision  will  be  subject  to  the
     discretion  of  the  Cayman  Islands  courts  notwithstanding  any  express
     contractual  provisions  in  this  regard.

(7)  In  certain  circumstances provisions (if any) in the Acquisition Agreement
     that  (i) the election of a particular remedy does not preclude recourse to
     one  or more others, or (ii) delay or failure to exercise a right or remedy
     will  not  operate  as  a  waiver  of  any such right or remedy, may not be
     enforceable.

(8)  A  Cayman  Islands  court  may set aside transactions which are not entered
     into  on  behalf  of  a  company  bona  fide and in its interests and where
     another  party  to  the  transaction  exhibits  the requisite bad faith. In
     circumstances  where  the  court finds that the directors of a company have
     acted  in  breach  of  their fiduciary duties to the company, the court may
     find such directors liable in damages for loss sustained by such company or
     its  creditors  as  a  result.

(9)  Whilst  parties  to  an agreement may agree inter se that respective rights
     and  obligations  take effect "as of" a date prior to the date of execution
     and  delivery, the rights of third parties, to the extent that the same may
     be available thereunder, only take effect from the date of actual execution
     and  delivery.

(10) Any  term of the Acquisition Agreement may be amended orally by the parties
     thereto  notwithstanding  provisions  to  the  contrary  contained therein.

(11) Based  on  principles  of  privity  of  contract,  any  indemnity  or other
     provision  of  the  Acquisition Agreement (not being in the form of a deed)
     which  is  expressed  to  be in favor of persons who are not parties to the
     Acquisition Agreement may not be enforceable by such persons in the absence
     of  a  trust  in  their  favor.

(12) The power of the courts in the Cayman Islands to order specific performance
     of  an  obligation or to order any other equitable remedy is discretionary,
     and  accordingly,  a  court  in  the  Cayman Islands might make an award of
     damages  where specific performance of an obligation or any other equitable
     remedy  was  sought.

(13) All  payments  due  from the Company under the Acquisition Agreement may be
     made  free  and  clear  of,  and without deduction or withholding for or on
     account  of any present taxes imposed, assessed or levied under the laws of
     the  Cayman  Islands;


                                      -13-
<PAGE>
(14) Cayman Islands laws do not prohibit financial assistance (meaning financial
     assistance  given  either directly or indirectly by a company or any of its
     subsidiaries  to  a  person  proposing  to  acquire shares in such company,
     either  prior  to  or  at  the  time of such acquisition). Accordingly, the
     Guarantor  may  provide  financial  assistance  if  the  Directors  of  the
     Guarantor  consider, in discharging their duties of care and to act in good
     faith,  for  a  proper  purpose and in the interests of the Guarantor, that
     such  assistance  can  properly  be  given. Such assistance should be on an
     arm's-length  basis.

(15) Under  the Fraudulent Dispositions Law (1996 Revision) every disposition of
     property made with an intent to defraud (which means an intention willfully
     to  defeat  an  obligation  owed  to another creditor) and at an undervalue
     shall  be  voidable  at  the  instance  of the creditor thereby prejudiced.

Except  as  specifically  stated  herein, we make no comment with respect to the
accuracy or completeness of any representations and warranties which may be made
by or with respect to the Company in the Acquisition Agreement or otherwise with
respect to the commercial terms of the transactions the subject of this opinion.

This  opinion,  although addressed to you, may be relied upon by your respective
legal  counsel  (but  in  that capacity only).  It may not be relied upon by any
other  person  without  our  prior  written  consent.


                                         Yours  faithfully,



                                         MAPLES  AND  CALDER  ASIA


                                      -14-
<PAGE>
                                 SCHEDULE 4.1(C)

                              ACQUIROR SUBSIDIARIES
                              ---------------------


Name                           Jurisdiction               Ownership
----                           ------------               ---------

Virtual Source, Inc.              Nevada                  100% by Vsource Inc.


OTT Acquisition Corp.           California                100% by Vsource Inc.



                                      -15-
<PAGE>
                                  SCHEDULE 4.4
                                  ------------


1.     The  Acquiror  will be required to file a Form 8-K with the Commission in
connection  with  this  transaction.



                                      -16-
<PAGE>
                                  SCHEDULE 4.9
                                  ------------


1.     eQuest,  a  software  vendor  to Acquiror, has claimed that it is owed an
additional  $61,000  from Acquiror pursuant to an agreement between Acquiror and
eQuest.  Acquiror  contends  that  the work performed by eQuest pursuant to that
agreement  was  deficient  and  that  it has a right to reimbursement of amounts
previously  paid  to  eQuest.  Acquiror  has  offered  a mutual release of these
claims  in settlement of this dispute.  eQuest has retained a collection agency,
which  has  contacted  Acquiror.


                                      -17-
<PAGE>
                                  SCHEDULE 4.11
                                  -------------


1.   Acquiror  expects to incur restructuring costs of approximately $400,000 in
     the  first  quarter.

2.   Ongoing  lease  liabilities  of  approximately  $440,000  in  total through
     October  21,  2002.


                                      -18-
<PAGE>
                                  SCHEDULE 4.12

                              INTELLECTUAL PROPERTY
                              ---------------------


e.   Vsource.net
     ottinc.com


                                      -19-
<PAGE>