KINTETSU SHIN-NAMBA BUILDING
                                 LEASE AGREEMENT








<PAGE>
                                 LEASE AGREEMENT



One       Name             Kintetsu Shin-Namba Building
          ---------------  -----------------------------------------------------
Building  Location         No.4-38, Minato-machi 1chome, Naniwa-ku, Osaka
                           (Indication  of Dwelling)
          ---------------  -----------------------------------------------------
          Structure/Size   (Above  ground) Steel-frame (CFT) structure
                           (Under ground) Steel-frame Reinforced concrete
                           structure
                           Basement- 1 floor, above ground - 20 stories,tower -
                           2 stories
          ---------------  -----------------------------------------------------
L |Subject|Room leased     Floor | Room Number | Floor Area
-------------------------  -----------------------------------------------------
E |Property| & rented      10   | 10-01    | 806.42m2
-------------------------  -----------------------------------------------------
A | T|  Purpose of use     Office
S | E|  (as per attached
E | R|  draw-ing)
-------------------------  -----------------------------------------------------
& | M|  Term of lease      From  November  1,  2001  to  March  31,  2003
-------------------------  -----------------------------------------------------
R |     Rent               2,561,100  yen  per  month
                           -----------------------------------------------------
E |                        Payment Term: To pay the rent of the following month
N |                        by the 25th day of each  month
-------------------------  -----------------------------------------------------
T |      Deposit  Money    30,733,200  yen
-------------------------  -----------------------------------------------------
                           853,900  yen  per  month
         Management        Payment Term: To pay the management fee of the
         Fee               following month by the 25th day of each month.
-------------------------  -----------------------------------------------------
         Other Terms &
         Conditions        No  special  contract
-------------------------  -----------------------------------------------------


Kintetsu Properties Co., Ltd. (hereinafter referred to as "Party A") and Vsource
(Japan)  Ltd.  (hereinafter  referred  to  as  "Party  B")  shall  enter into an
agreement  as  follows regarding the lease/rental of the above lease/rental room
(hereinafter  referred  to  as  the  "Property") within one building first above
written  (hereinafter  referred  to  as  the  "Building").

(Lease/Rental)

Article 1      Party  A shall lease to Party B and Party B shall rent from Party
               a  the  Property.

(Purpose  of  Use)

Article 2      Party B shall use the Property only for the purpose which is
               first above written or incidental to such purpose and shall not
               use for any  other  purpose.

(Term  of  Lease)

Article 3      The term of lease of the Property shall be as per first above
               written.

          2.   In  the  event  that  Party A or Party B wishes to terminate this
               Agreement at the same time as the expiry of this Agreement, Party
               A  or Party B shall give notice to that effect to the other party
               in  writing  no  later  than  six  months before the expiry date.


                                        2
<PAGE>
          3.   Unless  Party A or Party B expresses its rejection for renewal in
               writing  to  the  other party no later than six months before the
               expiry date, this Agreement shall be renewed under the same terms
               and  conditions for another two years and the same shall apply to
               the  expiry  thereafter.

(Rent)
Article  4     The  rent  for  the  Property shall be as first above written and
               Party B shall pay the rent of the following month by the 25th day
               of  each  month  in  the  manner  designated  by  Party  A.

          2.   In  the  event that the commencement, termination or annulment of
               this  Agreement  takes  place  in the middle of a month, the rent
               shall  be paid by a daily rate based on the number of days in the
               relevant  month  and  the rate shall be rounded up to the nearest
               ten  yen.

          3.   In  the  event  that the rent for the Property apparently becomes
               inappropriate  due  to  unforeseeable  reasons  including drastic
               change  in the economic conditions, the rent may be revised after
               consultation  between  Party  A  and  Party  B.

(Management  Fee)

Article  5     The  management  fee  for  the  Property  shall be as first above
               written.  Party  B  shall pay the management fee of the following
               month  by  the  25th  day of each month together with the rent to
               Party  A  in  the  manner designated by Party A. The provision of
               sub-clause  2  of  the  preceding  article  shall  apply  mutatis
               mutandis  to  this  clause.


          2.   The  management  fee  as provided for in the preceding sub-clause
               may  be revised every year after consultation between Party A and
               Party  B.


(Utility  Charges)

Article  6     All  electricity expense and after-hour air conditioning expenses
               which  arise  from Party B's usage of the Property shall be borne
               by  Party B and Party B shall pay the amount as demanded by Party
               A.


(Deposit  Money)

Article  7     Party  B  shall  deposit  the  deposit money which is first above
               written  with  Party  A by the date of signing of this Agreement.


                                        3
<PAGE>
          2.   The deposit money shall not accrue any interest and Party A shall
               return the deposit money within one month after this Agreement is
               terminated  and  Party B completes any and all of its obligations
               based  on  this  Agreement as well as delivering up the Property.

          3.   In  the  event  that  the deposit money deposited with Party A by
               Party  B falls below the amount that is equivalent to ten month's
               rent  following  a  revision  of  the  rent  as  provided  for in
               sub-clause  3  of  Article  4 hereof, the amount of deposit money
               shall  be altered to that which is equivalent to ten month's rent
               and  Party  B  shall  forthwith  make  up  the  deficit.

          4.   In  the event that Party B fails to fulfill its obligations under
               this  Agreement  including  the rent and compensation for damage,
               Party  A may apply the deposit money for repayment of obligations
               without  any formalities including notice. In such event, Party B
               must  make  up  the deficit within one month after the receipt of
               notice  of  such  application  by  Party  A. Party B cannot claim
               setting  off  the  rent and other obligations against the deposit
               money.


          5.   Party B may not transfer to any third party or pledge as security
               the  credit  related  to  the  deposit  money.

(Overdue  Interest)

Article 8      In  the  event that Party B fails to pay the rent, management fee
               or  utility  charges  by the prescribed date, Party B must pay an
               overdue  interest  at  the  rate  of 14.6 % per annum (calculated
               daily  based  on 365 days per year) from the following day of the
               due  date  to  the  date  of  payment.

(Delivering  Up)

Article  9     Party  A  shall deliver up the Property to Party B on the date of
               commencement  of  the  lease.

(Scope  of  Works)

Article 10     Scope of works with regard to the Property shall be in accordance
               with  the  schedule of scope of works (hereinafter referred to as
               "Schedule  of  Scope"). In the event that Party B wishes to carry
               out  any  one  of  the  following acts, Party B shall do so after
               consulting  with  Party A in advance and obtain Party A's written
               approval  and any and all expenses (including any damage incurred
               by  a  third  party)  shall  be  borne  by  Party  B.


                                        4
<PAGE>
               (1)  Alteration  of  the  Property or creation, addition, removal
                    and  alteration  of  fixtures  or  equipment  (including
                    plumbing/wiring  of electricity, gas and water) or any other
                    alteration  of  the  status  of  the  Property  as  at  the
                    commencement  of  the  lease.

               (2)  Installation  of  or increase in goods or machines which may
                    exceed  the  weight or electricity capacity which are stated
                    in  the  Schedule  of  Scope.

               (3)  New  installation,  removal  or  alteration of exterior wall
                    sign  in  and out of the Property or any other alteration of
                    the  status  of inside and outside of the Property as at the
                    commencement  of  the  lease.

               (4)  To  show  the  company  name  on  the  door of the Property.

               (5)  Other  than  each of the foregoing, any act which may have a
                    significant  influence  on  the  assets  of  Party  A.

          2.   Party  B  shall  hereby accept in advance that Party A shall from
               time to time impose conditions which it sees necessary other than
               each  of  the  followings  in  obtaining  Party  A's  approval as
               provided  for  in  the  preceding  sub-clause.
               (1)  Party  A or the contractor designated by Party A shall carry
                    out  the  work  for  Party  A's  assets.
               (2)  Party  B  shall  bear  the  tax  and  public charge which is
                    increased  because  of  the  work.
               (3)  It  is  possible  to  alter  the terms and conditions of the
                    lease  depending  on  the  nature  of  the  work.


          3.   Acts  of  alteration  as  provided  for in sub-clause 1 shall, in
               principle,  be  carried  out  as  work  B or C in the Schedule of
               Scope.  In such case, if work A is involved, Party B shall accept
               in advance that the expenses for work B may be paid in advance in
               the manner designated by Party A on condition of adjustment after
               completion  of  the  work.


                                        5
<PAGE>
(Scope  of  Maintenance)

Article  11    Scope of repairs and other maintenance for the Property shall be
               in  accordance with the Schedule of Scope. However, Party B shall
               be  responsible  for  the  maintenance  and  repairs  (including
               repainting)  for  partition  walls which divide the Property from
               the  others  including  ceiling, wall, floor, glass screen, door,
               blind and shutter even though they fall under work A except cases
               for  which  the  cause is attributable to Party A, replacement of
               light  bulbs and other maintenance and repairs which are required
               due  to  reasons  attributable  to  Party  B.

(Scope  of  Assets)

Article  12    For the scope of ownership of fixtures and other assets added to
               the  Property,  work  A  shall belong to Party A and work B and C
               shall  belong  to  Party B. However, for Party B's asset which is
               difficult  to  be separated from Party A's asset or separating it
               from  Party  A's  asset may affect Party A's asset, Party B shall
               relinquish  the  property  right  when  requested  by  Party A in
               accordance  with  the  provision  in  sub-clause  1 of Article 21
               hereof  at  the termination of this Agreement and it shall belong
               to Party A. In this case, Party B shall not demand any money from
               Party  A  for  such  asset.

          2.   Tax and public charges on Party B's assets as provided for in the
               preceding  sub-clause  shall  be  borne  by  Party  B.

(Maintenance  and  Management)

Article 13     Party B must use the Property and the common area of the Building
               with  the  care  of  a  good  manager.


          2.   Party  B shall at its own responsibility and expense insure Party
               B's  assets  in  relation  to the Property (including the movable
               property within the Property) with the kind of non-life insurance
               coverage  which  has  adequate  compensation.

(Acts  Which  Are  Prohibited)

Article  14     Party  B  shall  not  commit  any  of  the  following  acts:
               (1)  Irrespective  of  reasons,  transfer  the  right to rent the
                    Property  or  let any third party use the Property or pledge
                    as  security.


                                        6
<PAGE>
               (2)  Sub-let  all or part of the Property unless it is sub-let to
                    a  related company of Party B with prior written approval of
                    Party  A.
               (3)  Bring in hazardous goods or similar goods to the Building or
                    within  the  Building  site.
               (4)  Commit  any  act  that may cause damage to the facilities in
                    the  Building,  inside  the  Building or within the Building
                    site.
               (5)  Display a signboard of Party B or any other advertisement at
                    locations  other  than  those  designated  by  Party  A.
               (6)  Other than each of the foregoing sub-clauses, commit any act
                    which  may  harm  the safety, tranquility and dignity of the
                    Building  or  any act which may cause trouble or nuisance to
                    other  tenants  or  third  parties.

(Compensation  for  Damage)

Article  15    In  the  event that Party B, agent, servant, contractor or other
               related  person  of  Party  B  deliberately  or negligently cause
               damage  to  Party  A  or  other tenants or third parties, Party B
               shall  forthwith  give notice to Party A to that effect and shall
               compensate  for  any  and  all  damages.

(Indemnity)

Article 16     Party A shall not be liable to compensate for any damage suffered
               by  Party  B  which  is  caused  due  to  reasons  which  are not
               attributable to Party A including the acts of God, malfunction of
               equipment,  accident  and  theft.

          2.   Party A shall not be liable to compensate for any damage suffered
               by  Party  B under any circumstance which is caused by the act or
               omission  of  other  tenants  or  third  parties.

          3.   Party  A shall not be liable for any insufficiency of the various
               services  or suspension or limitation of usage of the common area
               or  a  part  of  the  Property  which  is  caused  by the work of
               inspection,  repair  or alteration of the Building carried out by
               Party  A  based  on  proper  reason.


(Entering  and  Inspection)

Article  17    Party  A  or its servant or contractor may, with prior notice to
               Party  B,  enter  and  inspect  the Property and take appropriate
               measures  when  it  is necessary to do so for the preservation of
               the  Building,  prevention  of  crime, prevention of disaster and


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<PAGE>
               management  of  the  Building.  However,  Party  A  may enter the
               Property without notice to Party B and take necessary measures in
               the  event  of  urgency  or  emergency and shall forthwith notify
               Party  B  after  the  fact.

          2.   In  the  event  of  the  preceding  sub-clause, Party B must give
               cooperation  to  the  measures  taken  by  Party  A.


(Termination)

Article  18     In  the  event  that Party A or Party B wishes to terminate this
               Agreement  during  the term of the lease, Party A or Party B must
               give  six  month's  advance written notice to the other party. In
               this  case,  this  Agreement shall be terminated at the expiry of
               such  prior notice. However, Party B may terminate this Agreement
               immediately  by  paying the sum that is equivalent to six month's
               rent  in  lieu  of  prior  notice  as  aforesaid.

          2.   In  the  event  of  the  preceding  sub-clause,  Party B must pay
               separately  the  sum  that  is  equivalent to six month's rent if
               Party B terminates this Agreement between the commencement of the
               lease  and  March  31,  2003.


(Annulment  of  Agreement)

Article 19     Party A may, without any formalities whatsoever including notice,
               annul  this  Agreement  in the event that Party B falls under any
               one  of  the  followings:

               (1)  Failure  to  pay rent, management fee or utility charges for
                    more  than  three  months.
               (2)  Breach  of  Article  2, Article 10, Article 14 or any one of
                    the  articles  of this Agreement or any pertinent contracts,
                    regulations or other agreements between Party A and Party B.
               (3)  Failure  to  use whole or part of the Property for more than
                    two  months  consecutively  without  proper  reasons.
               (4)  Liquidation  or  merger  without  prior  notice  with  other
                    corporate  body.
               (5)  Petition  for  bankruptcy,  civil  reconstruction,  company
                    rehabilitation  or  liquidation  is filed or falls under the
                    status  of  suspension  of  payment  or  insolvency.


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<PAGE>
               (6)  Other than each of the foregoing, fiduciary relation between
                    Party  A  and  Party  B  is  lost  and  continuation of this
                    Agreement  is  found  to  be  difficult.


          2.   In  the event that this Agreement is annulled under the preceding
               sub-clause,  Party B must pay a penalty that is equivalent to six
               month's  rent.  However,  this  shall  not  prevent  Party A from
               demanding  compensation from Party B in the event that sub-clause
               4  of  Article  21 hereof applies or Party A suffers damage which
               exceeds  the  penalty.

(Termination  of  Agreement  by  Force  Majeure)

Article  20    In  the  event that part of the Property becomes unusable due to
               reasons  which are not attributable to neither Party A or Party B
               including  the acts of God, this Agreement will lose its validity
               regarding  such  portion. Similarly, this Agreement will lose its
               validity  in  the  event  that  the whole of the Property becomes
               unusable  due  to  the  same  reasons  as  above.


(Reinstatement,  etc.)

Article  21    In the event of termination of this Agreement, Party B shall, at
               the  time of the termination of this Agreement, repay any and all
               obligations  to  Party  A,  remove  fixtures, equipment and other
               Party  B's  assets  which  have  been  added  or installed in the
               Property,  remove and deliver up Party A's assets which have been
               installed by Party A at the request of Party B, repair damages on
               appurtenant  fittings  and  fixtures  and deliver up the Property
               after reinstating it to the state of work A (hereinafter referred
               to  the  "Original  State") and all the expenses required for the
               above  shall  be borne by Party B. In this case, if Party A makes
               the request, Party B shall follow Party A's instruction and Party
               B  shall  accept in advance that Party B may deliver up the whole
               or  part  of the Property in the state of the termination of this
               Agreement.

          2.   In  the event that Party B fails to take measures to reinstate to
               the  Original  State as provided for in the preceding sub-clause,
               Party  A  may do so at Party B's expense on behalf of Party B and
               Party  B  may  not  raise  any  objection.

          3.   In  the  event that Party B leaves behind any articles inside the
               Property  after it vacates the Property, Party B's property right
               of  such  articles shall be deemed waived and Party A may, at its
               own discretion, remove and dispose of such articles. However, any
               expenses  incurred from the removal and disposal of such articles
               shall  be  borne  by  Party  B.


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<PAGE>
          4.   In the event that Party B fails to deliver up the Property at the
               time of termination of this Agreement, Party B must pay a penalty
               which  is  equivalent  to  double the rent and management fee and
               utility  charges  for  the  priod  from  the following day of the
               termination  of  this  Agreement  to  the  date  of completion of
               delivering up the Property. In the event that Party A suffers any
               damage  due  to  the delay in delivering up the Property, Party B
               must  compensate  for  such  damage  to  Party  A.

(Exclusion  of  Purchase  of  Fixtures,  etc.)

Article  22    Party  B  shall  not,  in delivering up the Property, demand any
               refund  for  expenditure  or  benefits which were expensed or any
               payment for removal fee, compensation for removal or compensation
               from Party A irrespective of reason and may not demand that Party
               A  purchases the fixtures or equipment installed in the Property.

(Building  Management  Rules,  etc.)

Article  23    Party B must abide by the building management rules provided for
               by  Party  A and other miscellaneous rules in using the Property.


(Confidentiality  Obligation)

Article  24    Party  A  and  Party  B shall not, without good reason, disclose
               the  information that they are able to obtain in relation to this
               Agreement to any third party unless requested to disclose for tax
               investigation  or  by law or after approval of the other party is
               obtained.

(Consumption  Tax,  etc.)

Article  25    Consumption  tax,  etc.  which  are  imposed  on the rent of the
               Property,  management  fee and other fees which should be paid by
               Party  B shall be borne by Party B and Party B shall pay together
               with  the  rent,  etc.  to  Party  A.


(Preparation  of  Notarized  Deed)

Article 26     Party A shall, at any time requested by Party A, agree to prepare
               the  Notarized Deed with Consent for Execution Provision for each
               article  of  this Agreement by commissioning the notary public at
               Party  B's  expense.


                                       10
<PAGE>
(Consent  for  Jurisdiction)

Article  27    In the event that any dispute arises between Party A and Party B
               regarding  this  Agreement,  Party  A  and Party B shall agree in
               advance  that the jurisdiction shall be the Osaka District Court.

(Governing  Law)

Article  28    The  governing  law  of  this  Agreement  shall  be  the laws of
               Japan.

(Principle  of  Good  Faith)

Article  29    Any  matters which are not provided for in this Agreement or any
               doubt  arises  in  the  interpretation  of  any  article  of this
               Agreement,  Party A and Party B shall consult with each other and
               decide  in  good  faith.


In  witness  thereof,  this  Agreement  is prepared in duplicate and Party A and
Party  B  shall  put  their  names  and  seal  and  keep  one  copy  each.

October  31,  2001

          Party  A     No.2-3, Namba  2-chome, Chuo-ku, Osaka
                       Kintetsu Properties Co.,  Ltd.
                       President     Otomo Shigezo

          Party  B     Nikko Shibuya Nanpeidai  ldg.,  2/F
                       No.2-17  Nanpeidai-cho, Shibuya-ku, Tokyo
                       Vsource  (Japan)  Ltd.
                       President     Futamura Shunichiro


                                       11
<PAGE>
<TABLE>
<CAPTION>

Kintetsu Namba Building Schedule of Scope of Works  (Office)


<S>           <C>                   <C>                      <C>                         <C>           <C>
              Scope/Illegible       Party A                  Party                       B             Reference
              --------------------  -----------------------  --------------------------  ------------
Works                               Work A                   Work B                      Work C
------------  --------------------  -----------------------  --------------------------  ------------  ---------------------------
                                                                                         All works
                                                                                         other than
Construction  Floor                 Tile carpet                                       -  work A        OA floor-H="
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
 Works                              Soft wooden                                       -  -ditto-
              Wooden sheet          sheet
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
                                    Plaster board                                     -  -ditto-
              Wall/Floor            with EP paint
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
                                    System ceiling                                    -  -ditto-       Ceiling height=2700
                                    (Soundabsorption board)                                               (Standard floor)
                                                                                                       Ceilingheight=2900
              Ceiling                                                                                     (2/F to 3/F)
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Blind                 Blind                                             -  -ditto-
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Work for Signage      Common sign board                                 -  -ditto-
------------  --------------------  -----------------------  --------------------------  ------------  ---------------------------
                                                             Power trunk line            All works
                                    All works under          which exceeds               other than    Average luminosity 700 Lx
Fitting       Lighting/socket       standard design          Standard capacity           work A and B  Socket capacity 50Va/
------------  --------------------  -----------------------  --------------------------  ------------  ---------------------------
Works         Power                 Up to power board        -ditto-                     -ditto-       12Va/
                                    within EPS
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Telephone/            Up to terminal board                              -  All works
              Telecommunication     within EPS                                           other than
                                                                                         work A
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              TV wiring             -ditto-                                           -  -ditto-       CATV
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
                                                             Including - cut relay       All works     Individual contract
                                                             - & control                 other than    w/Broadnet Cable Service
              Cable broadcasting    -ditto-                  wiring                      work A and B  Co., Ltd.
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Air conditioning      All works under                                   -  All works
                                    the standard                                         other than
                                    design                                               work A
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Smoke Extraction      -ditto-                  Additional/alterationworks             -
                                                             other than work A
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Sprinkler             -ditto-                  -ditto-                                -
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Emergency light       -ditto-                  -ditto-                                -
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Guiding light         -ditto-                  -ditto-                                -
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Emergency public      -ditto-                  -ditto-                                -
              address
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Fire alarm detection  -ditto-                  -ditto                   -             -
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Fire hydrant          All works                                         -             -
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
              Security equipment    All works under                                   -  All works     Designated number of cards
                                    the standard design                                  other than    issued by Party A
                                                                                         work A
              --------------------  -----------------------  --------------------------  ------------  ---------------------------
</TABLE>

Work  A:  Designed,  constructed and administered by Party A at its own expense.
Work  B:  Designed,  constructed and administered by Party B at its own expense.
Work  C:  Designed, constructed and administered by the contractor designated by
          Party  A  at  Party  B's  expense.
          *After  installation  of  partition  wall  by  Party  A.
          In order to secure 2-direction evacuation, -illegible- (with emergency
          lock)  may  be  installed.


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<PAGE>