CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR
       WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [*] OR [**].
  CONFIDENTIAL INFORMATION OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION

                                                               EXECUTION VERSION
                           SUPPORT SERVICES AGREEMENT

This SUPPORT SERVICES AGREEMENT (this "Agreement") is entered into as of October
24,  2001,  by  and  between VSOURCE (CI) LTD, a corporation organized under the
laws of the Cayman Islands with registered offices at Ugland House, South Church
Street,  PO  Box  309,  George  Town, Grand Cayman, Cayman Islands, British West
Indies  ("Vsource"),  VSOURCE,  INC.,  a corporation organized under the laws of
Delaware  with  offices  at  5740 Ralston Street, Suite 110, Ventura, California
93003,  USA  ("Vsource Parent"), and Gateway Japan Inc., a corporation organized
under  the laws of the State of Delaware, USA with offices at 610 Gateway Drive,
North  Sioux  City,  South  Dakota  57049-2000,  USA  ("Gateway").

WHEREAS,  Gateway and its Affiliates are leading providers of computer products;

WHEREAS,  Gateway  and  its  Affiliates are closing down their operations in the
Territory and wish to engage Vsource as their exclusive provider of the services
required  to  support  the  warranty  and service obligations of Gateway and its
Affiliates  with  respect  to the Gateway Products in the Territory, and Vsource
wishes  to  provide  such  services on an exclusive basis in accordance with and
subject  to  the  terms  and  conditions  of  this  Agreement;  and

WHEREAS,  in  consideration  of  Gateway  entering  into this Agreement, Vsource
Parent  wishes  to  guarantee  the  performance  by  Vsource  of the obligations
specified  herein.

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
agreements  contained  herein,  the  parties  hereto  agree  as  follows:

1.   INTERPRETATION

1.1  In  this  Agreement:

     [*Confidential information omitted and filed separately with the Securities
     and  Exchange  Commission];

     "AFFILIATES"  shall  mean companies that directly or indirectly through one
     or  more intermediaries, control, or are controlled by, or are under common
     control  with  the referenced company and the term "control" (including the
     terms "controlling", "controlled by" and "under common control with") means
     the  possession,  direct  or  indirect, of the power to direct or cause the
     direction  of  the  management  and  policies of a company, partnership, or
     other  body  corporate, whether through the ownership of voting securities,
     by  contract  or  otherwise;

     "AGREEMENT"  shall  mean  this  Agreement;

     "CONFIDENTIAL  INFORMATION" shall have the meaning set forth in Section  17
     of  this  Agreement;

     "CUSTOMER DATABASE" shall mean the database set forth in Schedule 2 hereto;

     "EFFECTIVE  DATE"  means  November  1,  2001;

     "EQUIPMENT"  means  equipment  provided  by Gateway to Vsource which is set
     forth  in  Schedule  6  to  this  Agreement;


                                        1
<PAGE>
     "EXISTING  GATEWAY  SUB-CONTRACTORS"  means  those  persons  set  forth  in
     Schedule  5  hereto;

     "EXISTING  GATEWAY  SUB-CONTRACTS"  means  those  agreements  between  the
     Existing  Gateway  Sub-contractors and Gateway or an Affiliate thereof that
     are  set  forth  in  Schedule  5  hereto;

     "FEES" shall mean fees to be paid by Gateway to Vsource for the Services in
     accordance  with  the  prices  set  forth  in  Schedule  3  hereto;

     "FORCE  MAJEURE EVENT" shall mean an event beyond the reasonable control of
     the  affected party including, without limitation, strike, lock-out, labour
     dispute  (but  excluding  strike, lock-out and labour dispute involving the
     employees  of  the affected party), act of God, war, riot, civil commotion,
     malicious damage (but excluding malicious damage involving the employees of
     the affected party), accident, fire, flood, earthquake, typhoon, hurricane,
     storm, power outage, telecommunication outage or degradation, or compliance
     with  a  law  or  governmental  order,  rule,  regulation  or  direction;

     "GATEWAY  MARKS"  shall mean any and all of Gateway's trademarks, words and
     design  marks, trade names, service marks, trade logos and trade dress, and
     foreign  language  equivalents  thereof,  described  in  Exhibit A attached
     hereto,  and  as  each  may  be  unilaterally  amended from time to time by
     Gateway  (whether  registered  or  not);

     "GATEWAY  PRODUCTS"  shall  mean  all  products  sold  by  Gateway  and its
     Affiliates  which  are  set  forth  in  the  Customer  Database;

     "PARTS"  shall mean the replacement parts for Gateway Products set forth in
     Schedule  6  to  this  Agreement.

     "PERSONAL  INFORMATION"  means  information  or  an  opinion  (including
     information or an opinion forming part of a database), whether true or not,
     and  whether  recorded in a material form or not, about an individual whose
     identity  is  apparent,  or  can  reasonably  be  ascertained,  from  the
     information  or  opinion;

     "REMOVED  PART"  shall mean a defective part that is removed from a Gateway
     Product and replaced (rather than repaired) in the course of repairing such
     Gateway  Product;

     "SERVICE  LEVELS"  shall  mean  the service levels set forth in Schedule 4;

     "SERVICES" shall mean the Services set out in Schedule 1 of this Agreement;

     "SUB-CONTRACTOR"  shall  mean  a  sub-contractor  of  Vsource  (or  of  a
     Sub-contractor), which may include Affiliates of Vsource, which Vsource (or
     a  Sub-contractor)  has  engaged  to  provide  the  Services;

     "TAXES" shall mean taxes, charges, fees, levies or other assessments of any
     nature, including, without limitation, any sales, value added, use, excise,
     real  or  personal  property,  withholding,  stamp or other taxes, customs,
     duties  or landing fees or other government charges however designated, now
     or  hereafter  imposed, collected or assessed by, or payable to, any taxing
     authority  of  any  country  and  shall  include  interest,  penalties  and
     additions  imposed,  collected  or assessed or payable with respect to such
     amount;

     "TECHNICAL  INFORMATION"  shall  mean technical information relating to the
     Gateway  Products,  including, but not limited to, photographs, instruction
     manuals,  drawings, parts lists, technical support tools, and similar types
     of  data  and  information;

     "TERRITORY"  shall  mean  Asia,  including  Japan,  Hong  Kong,  Singapore,
     Malaysia,  Australia  and  New  Zealand;

     "VSOURCE  MARKS"  shall mean any and all of Vsource's trademarks, words and
     design  marks, trade names, service marks, trade logos and trade dress, and
     foreign  language  equivalents  thereof,  and  as  each may be unilaterally
     amended  from  time  to  time  by  Vsource  (whether  registered  or  not);


                                        2
<PAGE>
     "WARRANTY"  shall  mean  the  warranty and support terms and conditions for
     each  Gateway  Product,  as  set  forth  in  the  Customer  Database;

     "WARRANTY CONTACT DETAILS" shall mean the means of contact provided to each
     end  customer of a gateway product in order for such end customer to obtain
     warranty support for such end customer's gateway product, including without
     limitation  telephone  numbers,  telefacsimile  numbers,  e-mail addresses,
     website  addresses  and  mailing  addresses.


                                        3
<PAGE>
1.2  In  this  Agreement,  a  reference  to (i) a statutory provision includes a
     reference to the statutory provision as modified or re-enacted or both from
     time to time and any subordinate legislation made or other thing done under
     the  statutory  provision;  (ii)  a  person  includes  a  reference  to  a
     government,  state,  state agency, corporation, body corporate, association
     or  partnership; (iii) a person includes a reference to that person's legal
     personal  representatives,  successors  and  permitted  assigns;  (iv)  the
     singular  includes  the plural and vice versa (unless the context otherwise
     requires);  (v)  a section, clause, schedule or exhibit, unless the context
     otherwise requires, is a reference to a section or clause of or schedule or
     exhibit  to this Agreement; and (vi) a "party" means Vsource or Gateway, as
     indicated  by the context, and the "parties" refers to Vsource and Gateway.

1.3  The  headings  in  this  Agreement  do  not affect their interpretation.

2.   APPOINTMENT

2.1  Gateway  hereby  appoints  Vsource,  and  Vsource  hereby  accepts  such
     appointment, as Gateway's and its Affiliates' sole provider of the Services
     within  the  Territory,  subject  to  the  provisions  in  Section  2.3.


2.2  Subject  to  prior  notice  to  and  consent  from Gateway, such notice and
     consent  not  to  be  unreasonably  withheld  or  delayed,  Vsource may use
     Sub-contractors  to  perform some or all of its duties or obligations under
     this Agreement. In performing its obligations under this Agreement, Vsource
     and  its  Sub-contractors  will  be entitled to rely upon any instructions,
     authorisations,  approvals  or other information provided to Vsource and/or
     its  Sub-contractors by Gateway. Unless Vsource knew or ought to have known
     of  any  error,  incorrectness  or  inaccuracy  in  such  instructions,
     authorisations,  approvals  or  other  information,  Vsource  will incur no
     liability or responsibility of any kind in relying on or complying with any
     such  instructions  or  information.  Vsource  and  Vsource Parent shall be
     jointly and severally liable for the actions, omissions, and performance of
     their  Sub-contractors  and  their  agents  and  employees.

2.3  Notwithstanding  the  provisions  in  Section  2.1,  commencing  from
     [**Confidential  information  omitted  and  filed  separately  with  the
     Securities  and  Exchange  Commission],  Gateway  shall be entitled, in its
     absolute  discretion,  to  appoint other persons to provide the Services in
     the  Territory  in  the  event  that  Vsource  materially fails to meet the
     Service Levels for [**Confidential information omitted and filed separately
     with  the  Securities  and  Exchange  Commission].

3.     TERM

3.1  This  Agreement shall commence on the Effective Date and, unless terminated
     in  accordance  with  Section  3.2,  shall  have a term of three years (the
     "Term"). Gateway shall have the right to renew this Agreement for up to two
     additional  one  year terms by giving Vsource not less than 90 days written
     notice  before  the  expiry  of  the  Term. Any such renewal period will be
     governed  by the same terms and conditions as this Agreement, except as the
     parties  may  agree  otherwise  in  writing.

3.2  This  Agreement  may  be  terminated  for  cause  as  follows:

     (a)  By  Gateway  upon sixty (60) days' written notice to Vsource if either
          Vsource  or Vsource Parent commits a material breach of this Agreement
          and  fails  to  cure  the  breach  within  such sixty (60) day period;
          provided,  that Vsource's failure to meet the Service Levels shall not
          constitute  a  material  breach  for  purposes  of  this  Section 3.2.

     (b)  By  Vsource  or Vsource Parent upon sixty (60) days' written notice to
          Gateway  if  Gateway  commits  a material breach of this Agreement and
          fails  to  cure  the  breach  within  such  sixty  (60)  day  period.


     (c)  By  Gateway  immediately  upon written notice to Vsource if Vsource or
          Vsource  Parent files for or has instituted against it any proceedings
          as to its bankruptcy, insolvency, reorganization, judicial management,
          receivership, liquidation or dissolution or there is an assignment for
          the  benefit  of  creditors  or  it  ceases  to  carry  on business as
          presently  conducted,  or  if  its  ability  to comply with all of its
          obligations  under  this Agreement becomes materially impaired for any
          reason,  including but not limited to any such impairment arising from
          a  material  adverse  change in its financial condition or operations.


                                        4
<PAGE>
     (d)  By  Vsource  or  Vsource  Parent  immediately  upon  written notice to
          Gateway if Gateway or Gateway Inc. files for or has instituted against
          it  any  proceedings as to its bankruptcy, insolvency, reorganization,
          judicial management, receivership, liquidation or dissolution or there
          is  an  assignment  for the benefit of creditors or ceases to carry on
          business  as presently conducted, or if its ability to comply with all
          of  its  obligations  under this Agreement becomes materially impaired
          for  any  reason,  including  but  not  limited to any such impairment
          arising  from  a material adverse change in its financial condition or
          operations.

     (e)  By Gateway upon thirty (30) days written notice if (i) commencing from
          [**Confidential  information  omitted  and  filed  separately with the
          Securities  and Exchange Commission], Vsource materially fails to meet
          the  Service  Levels for [**Confidential information omitted and filed
          separately  with  the  Securities  and  Exchange  Commission];  (ii)
          commencing  from  [**Confidential  information  omitted  and  filed
          separately  with  the  Securities  and  Exchange  Commission], Vsource
          materially  fails  to  meet  the  Service  Levels  for  more  than
          [**Confidential  information  omitted  and  filed  separately with the
          Securities  and  Exchange Commission]; (iii) Vsource or Vsource Parent
          assigns  this  Agreement  to any other party without the prior written
          consent  of  Gateway;  or (iv) control of Vsource or Vsource Parent is
          transferred  to  any  person(s)  other  than such person(s) who are in
          control  of  Vsource  or  Vsource  Parent  on  the  Effective  Date.

     (f)  By  Gateway  pursuant  to  Schedule  3.

3.3  Upon  termination  of  this  Agreement  by Gateway pursuant to Section 3.2,
     Vsource  shall  (a) provide Gateway with access to its information systems,
     files  and records (including the Customer Database) as reasonably required
     for  Gateway  or a person designated by Gateway to assume the Services, (b)
     if  instructed  to  do  so  by  Gateway in writing, use its best efforts to
     procure  the  novation or assignment of each contract with a Sub-contractor
     used  to  provide the Services as soon as practicable after the termination
     of this Agreement, (c) and comply with Gateway's reasonable instructions to
     otherwise  cause  and  assist  the  orderly transition and migration of the
     Services  from  Vsource  to  Gateway  or  a third party service provider as
     directed  by  Gateway.

3.4  Termination  of  this  Agreement  does  not  affect  the accrued rights and
     obligations  of a party hereunder at the time of termination. Sections 3.3,
     4 (as to accrued Fees and Taxes and interest thereon), 5.4(b), (g) and (h),
     8.3,  11,  12, 13, 15, 17, 18, 20, 21 and 22.2 will survive the termination
     of  this  Agreement  and  continue  in  full  force  and  effect.

3.5  Vsource  acknowledges  that  Gateway's  critical  business  operations  are
     reliant  on  the  continuity  of  the  provision of the Services under this
     Agreement.  Vsource will not, and warrants and represents that it will not,
     withhold  the  Services due to any dispute arising out of or in relation to
     this Agreement, unless the Agreement is terminated by Vsource in accordance
     with  this  Agreement.

4.     FEES

4.1  Vsource  will  invoice  Gateway twice a month, on the 15th day of the month
     and  on  the  last  day of the month, for Fees incurred during the invoiced
     period.  If  the 15th day or last day of a month is not a day that banks in
     Kuala  Lumpur,  Malaysia  would  be  open  for business, then Vsource shall
     invoice  Gateway  on  the  next day that such banks would be open. All Fees
     will  be  priced  and  invoiced  in  US  dollars.

4.2  During the first six months of this Agreement, payment from Gateway on each
     invoice is due within 15 days after the date of the invoice, and thereafter
     payment  from  Gateway  is due within 30 days after the date of an invoice.


                                        5
<PAGE>
     [*Confidential information omitted and filed separately with the Securities
     and Exchange Commission]. Interest shall accrue notwithstanding termination
     of  this  Agreement  for  whatever  reason, except if terminated by Gateway
     pursuant  to  Section  3.2(a)  or  3.2(e)(i)  or  (ii).

4.3  Gateway  acknowledges and agrees that the Fees do not include any Taxes. If
     Gateway  is or was required by law to make any deduction or withholding for
     Taxes  from  any  payment  due  under  this Agreement, then notwithstanding
     anything  to  the  contrary  in this Agreement, the gross amount payable by
     Gateway  to  Vsource will be increased so that, after any such deduction or
     withholding  for Taxes, the net amount received by Vsource will not be less
     than  the  amount  Vsource  would  have  received  had  such  deduction  or
     withholding  not  been  required.  Gateway  will  not  be  responsible  for
     reimbursing  or  grossing  up  Vsource for any Taxes on any fees payable by
     Vsource  to  its  Sub-contractors.

4.4  Upon  execution  of this Agreement, Gateway will [*Confidential information
     omitted  and filed separately with the Securities and Exchange Commission].
     Beginning  [*Confidential information omitted and filed separately with the
     Securities  and  Exchange  Commission],  Vsource  will  [*Confidential
     information  omitted  and filed separately with the Securities and Exchange
     Commission].  Vsource  and  Vsource  Parent  agree  that the [*Confidential
     information  omitted  and filed separately with the Securities and Exchange
     Commission]  will only be used for working capital purposes and not for any
     other  purpose,  including  payment to shareholders, related parties (other
     than  Affiliates  that  are  Sub-contractors),  or  creditors  (excluding
     Sub-contractors). Vsource Parent unconditionally and irrevocably guarantees
     the  repayment  obligations of Vsource under this Section 4.4. In the event
     that  some  or  all  of  the  [*Confidential  information omitted and filed
     separately with the Securities and Exchange Commission] is due and owing to
     Gateway  upon  the termination of this Agreement in accordance with Section
     3,  then  such amount shall be paid to Gateway by Vsource or Vsource Parent
     within  15  days  after  the  date  of  termination.

5.   OBLIGATIONS  OF  VSOURCE

5.1  Vsource  shall  provide each of the Services described in Schedule 1 on and
     from  the  Effective  Date  in  the  Territory  as  required to support the
     Warranty  for  each  Gateway Product. Vsource shall perform the Services in
     accordance  with  the  Service  Levels  set  out  in  Schedule  4.

5.2  Vsource  represents and warrants that it and its Sub-contractors shall: (i)
     perform  the Services with reasonable skill and care in accordance with the
     Service Levels; (ii) comply with all applicable laws and regulations in the
     performance  of  its  obligations  hereunder;  (iii)  be  responsible  for
     obtaining  and  maintaining  all necessary licences, permits, registrations
     and  consents from the relevant authorities in the Territory to provide the
     Services; and (iv) ensure that all personnel assigned to the performance of
     its  obligations  hereunder  will  have  all  the  skill,  experience,
     qualifications  and  knowledge  reasonably necessary to carry out the tasks
     assigned  to  them  and  will  adopt  reasonable  and  proper  standards of
     behaviour. Vsource agrees that Gateway will have no liability to it for any
     former  Gateway  employees  who are employed by Vsource and hereby releases
     and  discharges  Gateway  from  any  liability  in  this  regard.

5.3  Vsource  represents  and warrants that it has taken all requisite corporate
     and other action to approve the execution, delivery and performance of this
     Agreement  and  agrees  to  produce to Gateway evidence of such action upon
     reasonable  request.

5.4  (a)  Vsource shall,  with  effect  from  the Effective Date, (i) be solely
          responsible  for  all  fees  and  expenses incurred under the Existing
          Gateway  Sub-contracts  and  (ii) observe and perform all of Gateway's
          obligations under the Existing Gateway Sub-contracts as though Vsource
          was  an  original  party thereto in place of Gateway. Gateway shall be
          entitled  to reimbursement of or credit for any such fees and expenses
          it  pays on behalf of Vsource. All fees and expenses accruing prior to
          the  Effective  Date under the Existing Gateway Sub-contracts shall be
          the  sole  obligation  of  Gateway.

     (b)  Gateway shall indemnify Vsource for all damages, costs (including
          legal  costs  on an indemnity basis) and expenses suffered or incurred
          by  Vsource,  directly  or  indirectly,  as  a result of any claims or
          damages  arising  from  a  cause  of  action  relating to any Existing
          Gateway  Sub-contractor  or  any  Existing  Gateway  Sub-contract that
          occurred prior to the Effective Date. Vsource and Vsource Parent shall
          jointly  and  severally indemnify Gateway against all losses, damages,
          liabilities,  claims, and expenses (including but not limited to legal


                                        6
<PAGE>
          costs  on  an  indemnity basis) whatsoever incurred by Gateway arising
          from  a  cause  of  action  relating  to  any  Existing  Gateway
          Sub-contractor, any Existing Gateway Subcontract, any contract between
          Vsource  and  a  Sub-contractor,  or  provision  of  the Services that
          occurred  after  the  Effective  Date.

     (c)  Gateway shall use its reasonable endeavours to procure the novation or
          assignment  of  each  Existing  Gateway  Sub-contract  to Vsource or a
          designated  Affiliate  thereof  as  soon  as  practicable  after  the
          Effective  Date.  Except  as  specified in Section 5.4(d), Vsource and
          Gateway  shall  each bear its own legal costs incurred in the novation
          or  assignment  of  any  Existing Gateway Sub-contract; provided, that
          Gateway  shall  bear all stamp duties and other similar taxes relating
          to  such  novation  or  assignment.

     (d)  Vsource  shall,  and  shall procure that any relevant Affiliate shall,
          execute  all  documents  and  do  all  things  necessary as reasonably
          required  by  Gateway for the purpose of novating or assigning, as the
          case  may  be,  the  Existing  Gateway  Sub-contracts  to Vsource or a
          designated  Affiliate;  provided, that if any additional costs or fees
          are required to be paid to an Existing Gateway Sub-contractor that are
          in  the  nature  of  inducements  to  cause  such  Existing  Gateway
          Sub-contractor  to  consent  to  the novation or assignment, including
          without limitation deposits or advance payments or legal fees incurred
          by  an Existing Gateway Sub-contractor in connection with the novation
          or  assignment,  such  costs or fees shall be borne solely by Gateway,
          and  if Gateway is not willing to bear such costs or fees with respect
          to  an  Existing  Gateway  Sub-contract,  then  Vsource  shall  not be
          obligated  to  consent  to the novation or assignment of such Existing
          Gateway  Sub-contract  or  assume  any of Gateway's or its Affiliate's
          obligations thereunder. In the event that Gateway bears any such costs
          or  fees  and  such  costs  or  fees  represent  advance  payments,
          prepayments,  deposits or the like, to the extent that such monies are
          not directly repaid by the Existing Gateway Sub-contractor to Gateway,
          Vsource  shall  be required to repay such amounts to Gateway within 15
          days  of  the  date  that  any  such monies are repaid by the Existing
          Gateway  Sub-contractor  to Vsource or such advance payments are drawn
          down  on  by  Vsource.

     (e)  In the event that Gateway, for any reason whatsoever, is unable to
          procure the novation or assignment of an Existing Gateway Sub-contract
          to Vsource or a designated Affiliate thereof, Vsource shall enter into
          an  arrangement, as Gateway deems reasonably appropriate, with Gateway
          for  all  of  the  expenses  and fees arising after the Effective Date
          under  such  Existing  Gateway  Sub-contract  to  be borne directly by
          Vsource and to require Vsource to observe and perform all of Gateway's
          obligations under such Existing Gateway Sub-contract as though Vsource
          was  an  original  party  thereto  in  place  of  Gateway.

     (f)  Prior to the execution of any agreement with a Sub-contractor, Vsource
          shall  provide  Gateway with a copy of the proposed final agreement at
          least  three  business  days prior to the execution of such agreement.
          Vsource shall thereafter provide Gateway with a copy of each agreement
          it  executes  with  a  Sub-contractor  and  with  any  subsequent
          modifications, revisions, or amendments thereto. Vsource shall include
          in  each  agreement  it  executes  with  a  Sub-contractor a provision
          permitting  Vsource  to  assign  such agreement to Gateway without the
          consent  of  the Sub-contractor, and upon or following the termination
          of this Agreement in accordance with Section 3 Vsource shall so assign
          the  contract to Gateway if instructed to do so by Gateway in writing.

     (g)  No  Gateway-owned  Microsoft  Certificates of Authenticity or physical
          product  may  be  held  by  or  at Vsource or a Sub-contractor without
          Gateway's  prior  written  approval.

     (h)  With  respect  to  any  "upselling"  activities  to customers in which
          Vsource  may  propose  to  engage,  Vsource shall provide Gateway with
          prior written notice and shall ensure that such activities comply with
          all  relevant  local  laws  and  its obligations under this Agreement,
          including  with  respect  to  privacy laws, and that it shall have the
          sole  warranty  and  support  responsibility  for  such  sales.

6.   GATEWAY'S  OBLIGATIONS

6.1  Gateway  represents  and  warrants  that:


                                        7
<PAGE>
     (a)  The  Customer  Database  is  true  and  complete  to  the  best of its
          knowledge;

     (b)  It  has  provided  Vsource  with a true executed copy of each Existing
          Gateway  Sub-contract;

     (c)  It  has  taken all requisite corporate and other action to approve the
          execution, delivery and performance of this Agreement and agrees to
          produce to Vsource evidence of such  action  upon  reasonable request.

6.2  Gateway  represents  that  all  Warranty  Contact  Details are valid and in
     effect as of the Effective Date and, with respect to those Warranty Contact
     Details  that  are  not  assigned  or transferred to Vsource, Gateway shall
     ensure  that  inquiries  to  such  Warranty  Contact  Details  will  be
     automatically  routed to a Vsource technical support service center. If any
     Warranty  Contact Details become invalid during the term of this Agreement,
     Gateway  shall  promptly  notify Vsource and each affected end customer and
     provide  each  affected end customer with new Warranty Contact Details that
     comply  with  this  Section  6.2.

6.3  Gateway  acknowledges  that the support and co-operation of Gateway and its
     Affiliates is required by Vsource and its Sub-contractors in order for them
     to  provide the Services and perform their obligations under this Agreement
     efficiently  and  effectively. Gateway therefore agrees to provide its, and
     to  procure  that its Affiliates provide their, support and co-operation to
     Vsource  and  its  Sub-contractors  as  reasonably  required to perform the
     Services  and perform their obligations under this Agreement, especially in
     ensuring  that  Vsource  and its Sub-contractors are able to gain access to
     personnel  and  information  of  Gateway  and  its Affiliates as reasonably
     required  from  time  to time. In this regard, Gateway and Vsource agree to
     negotiate  in  good faith as to the transfer of the lease of Gateway's call
     center  in  Osaka,  Japan,  and  the  assets contained therein, terms to be
     agreed  in  a separate contract.

6.4  Gateway agrees to use its best efforts to  transfer  its  license  of
     Primus,  a  knowledge base application utilized in Japan, to Vsource. On or
     after  the Effective Date, Gateway will configure its technical support web
     sites  for  countries  in  the  Territory such that emails sent to such web
     sites  will  be  automatically  routed  to mailboxes designated by Vsource.

7.     REPORTING

7.1  Vsource  will provide the reports listed in Schedule 7 to Gateway at the
     times set forth therein. All reports prepared by Vsource under this section
     and  the  results  of  such  reports  will  be  regarded  as  Confidential
     Information  for  purposes  of  this  Agreement.

7.2  Subject  to  restrictions  under  the  federal  securities  laws  and
     regulations  of  the  United  States, and any other jurisdiction to which a
     party  is  subject,  each party will periodically update the other party on
     its  and  its  Affiliates'  financial  condition  and  business operations,
     including  material  adverse  developments.  In particular, each party will
     inform  the  other party if it reasonably expects that (1) it will file for
     or  have  instituted  against  it  any  proceedings  as  to its bankruptcy,
     insolvency, reorganization, judicial management, receivership, liquidation,
     dissolution,  or  listing  on  a  stock  exchange;  (2)  there  will  be an
     assignment  for  the  benefit  of  creditors;  or  (3)  it will cease doing
     business.

8.   SPARE  PARTS;  EQUIPMENT

8.1  On  or  prior  to  November  1,  2001,  Gateway  will sell the Parts and
     Equipment,  in the quantities set forth in Schedule 6 to this Agreement, to
     Vsource  for  [*Confidential  information omitted and filed separately with
     the  Securities  and  Exchange  Commission].  Gateway  will  deliver,
     [*Confidential information omitted and filed separately with the Securities
     and  Exchange  Commission],  all  of  the  Parts and Equipment to locations
     designated  by  Vsource.  Gateway warrants that: (a) the types of Parts set
     forth  in  Schedule  6  are  sufficient  for Vsource to meet its repair and
     replace  obligations  during  the term of this Agreement, and (b) the Parts
     will conform to Gateway's Warranty and the relevant manufacturer's warranty
     for  the  term  of this Agreement. Gateway will, at its own cost, repair or
     replace, or reimburse Vsource for the replacement cost of, any defective or
     non-conforming  Parts.


                                        8
<PAGE>
8.2  Gateway  shall  provide  Vsource with a schedule setting forth each Part
     and  Removed  Part  that  is  covered by a manufacturer's warranty. Gateway
     shall  cause  each manufacturer to repair or replace Parts or Removed Parts
     returned to such manufacturer by Vsource to the same extent and in the same
     manner  as  if  such  Parts  or Removed Parts had been returned by Gateway.

8.3  Once  a  Part has been sold and delivered to Vsource, title to such Part
     shall  vest  in  Vsource, and Vsource shall bear the entire risk of loss or
     damage,  including shrinkage, and any storage costs, for any Parts from the
     moment  Vsource  takes possession of that Part (which shall be deemed to be
     the  time  that  a Part is delivered by Gateway to a location designated by
     Vsource).  In  the event this Agreement is terminated before the end of the
     Term,  Vsource  shall  within  15  days of the date of termination sell any
     remaining  Parts and Equipment it purchased from Gateway back to Gateway at
     [*Confidential information omitted and filed separately with the Securities
     and  Exchange  Commission]  and  shall reasonably cooperate with Gateway in
     transferring  such Parts and Equipment to facilities designated by Gateway.

8.4  Title  in each Removed Part shall vest in Vsource once such Removed Part
     has  been  removed  from a Gateway Product and replaced. Vsource shall bear
     all  costs relating to the return and repair of such Removed Parts. Vsource
     may  use any vendor it chooses, including Gateway or any Affiliate thereof,
     to  repair  or  replace  any  Removed  Parts.

9.   TECHNICAL  INFORMATION  AND  TRAINING

9.1  Gateway  has  furnished  to  Vsource,  without  charge,  such reasonable
     quantities  of  Technical  Information as are necessary for Vsource and its
     Sub-contractors  to  properly  perform  the  Services.  On  or prior to the
     Effective  Date, Gateway will permit Vsource to transfer to its systems the
     following data and materials relating to the Gateway Products: (i) contents
     of  Gateway's  Asian, Australian/New Zealand, and Japan intranets; (ii) all
     English- and Japanese-language knowledge bases (in a format mutually agreed
     upon  by Vsource and Gateway); and (iii) all English- and Japanese-language
     training materials. Gateway authorizes the Existing Gateway Sub-contractors
     to  duplicate  and  provide  Vsource  with  any  Technical Information that
     Gateway  has  heretofore provided to such Existing Gateway Sub-contractors.
     Gateway will render to Vsource further updates to all Technical Information
     provided  hereunder  from  time  to time promptly after such updates become
     available.  Upon  termination  of this Agreement, the Technical Information
     shall, upon written request by Gateway, be destroyed or returned to Gateway
     at Gateway's option. Technical Information shall be considered Confidential
     Information  for  purposes  of  this  Agreement.

9.2  Gateway  hereby  grants  Vsource  the  right  to  modify,  incorporate,
     duplicate,  reproduce and distribute Technical Information to its employees
     and  its  Sub-contractors  (i)  for  internal training purposes and (ii) as
     reasonably  required  to  provide  the  Services;  provided,  that  any
     modifications  shall  not  render  the  Technical Information incomplete or
     inaccurate.  Vsource  shall  provide  the  said  modified  documentation to
     Gateway  for  approval ten (10) days prior to distribution to its employees
     and  Sub-contractors.  Vsource shall not distribute nor render the training
     material  or  copies  of the same to any third party whatsoever (other than
     Sub-contractors).

9.3  Gateway  represents  and warrants that the training that it has provided
     to  Vsource with respect to the Gateway Products is reasonably adequate for
     Vsource  to  provide  the  Services.

9.4  In  relation  to  the  provision  of Services in Australia, Gateway will
     train  Vsource  and  its  Sub-contractors  in  accordance  with  its  Trade
     Practices  Act  compliance  manual  and  obligations.  Vsource  will  make
     available,  at  no cost to Gateway, all its personnel that provide Services
     in  Australia  to receive such training and will assure that such personnel
     attend  such  training.  Vsource  will ensure that it and its employees and
     Sub-contractors  act  in  accordance  with  Gateway's  Trade  Practices Act
     compliance  program  and  comply with the provisions of Trade Practices Act
     1974  (Cth) (or equivalent legislation) and will ensure that neither itself
     nor  its  employees or Sub-contractors cause Gateway to be in contravention
     of  the  provisions  of  Trade  Practices  Act (or equivalent legislation).
9.5  Vsource  acknowledges  that  Gateway  will  require  Vsource  and  its
     Sub-contractors  to  refer  certain customer inquiries to third parties for
     resolution,  including  with  respect to internet access service (Japan and


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<PAGE>
     Australia),  recycling  (Japan), and trade-in programs. Vsource and Gateway
     jointly  acknowledge  the  need  to  develop  a mutually agreeable customer
     escalation  process. Both parties agree to put in place such procedures and
     to  monitor  them  to  ensure  satisfactory  operation.

10.  AUDITS

10.1 Vsource  shall  establish  and maintain at its own costs a bookkeeping,
     accounting,  record  keeping,  and records retention system consistent with
     generally  accepted  accounting  principles.  Vsource  shall  keep  full,
     complete,  accurate,  and  updated records pertaining to its operations and
     the  performance  by  Vsource  and  its  Sub-contractors  pursuant  to this
     Agreement.  Vsource  shall  allow Gateway personnel, upon reasonable notice
     and during normal business hours, to review and audit Vsource's facilities,
     operations,  books, and records to confirm compliance with the requirements
     of  this  Agreement.  Vsource  and  Vsource Parent shall, within six months
     after the close of their respective financial years, provide Gateway with a
     set  of its annual audited financial statements prepared in accordance with
     generally  accepted  accounting  principles.

11.     TRADEMARKS

11.1 Gateway grants Vsource a non-exclusive non-transferable license to use,
     without  cost,  the Gateway Marks during the term of this Agreement, solely
     for the purpose of performing its obligations under this Agreement. Vsource
     shall  not  assign,  sublicense,  make  available  or otherwise transfer or
     disclose  any  right  to use, develop or otherwise enjoy any of the Gateway
     Marks  without  the prior written consent of Gateway. Vsource agrees not to
     alter  the  trademarks,  trade  names, copyright notices and designs of any
     Gateway  Product.  Vsource acknowledges and agrees that Gateway retains all
     of its right, title and interest in and to the Gateway Marks and all use of
     the Gateway Marks by Vsource shall inure to the benefit of Gateway. Gateway
     retains  the  right to specify and approve the quality and standards of all
     materials  or  any  website in which the Gateway Marks are displayed and to
     inspect, from time to time, samples of such materials. Vsource shall not at
     any time during or after this Agreement, assert any claim or interest in or
     do  anything  which  may adversely affect the validity or enforceability of
     any  of  the Gateway Marks. Vsource shall not register, seek to register or
     cause  to  be re-registered any of Gateway's trademarks, logos, copyrights,
     including  the  Gateway  Marks,  without  Gateway's  prior written consent.
     Vsource  shall  not  adopt  or  use  such trademarks, trade names, logos or
     insignias  or  any  confusingly  similar work or symbol as part of Vsource'
     company  or  partnership  name.  Vsource  agrees  to  endeavor to report to
     Gateway  all  infringement  or  improper  or  unauthorized use of Gateway's
     trademarks,  trade  names,  logos  or  insignia including the Gateway Marks
     which  comes  to  the  attention  of  Vsource.

11.2 Vsource  grants  Gateway  a non-exclusive license to use, without cost,
     the Vsource Marks during the term of this Agreement, solely for the purpose
     of  performing  its  obligations under this Agreement. Gateway acknowledges
     and agrees that Vsource retains all of its right, title and interest in and
     to  the  Vsource  Marks  and  all use of the Vsource Marks by Gateway shall
     inure  to  the benefit of Vsource. Vsource retains the right to specify and
     approve  the quality and standards of all materials or any website in which
     the  Vsource Marks are displayed and to inspect, from time to time, samples
     of  such  materials.  Gateway  shall  not  at any time during or after this
     Agreement,  assert  any  claim  or  interest  in  or  do anything which may
     adversely  affect  the  validity  or  enforceability  of any of the Vsource
     Marks.  Gateway  shall  not  register,  seek  to  register  or  cause to be
     re-registered any of Vsource's trademarks, logos, copyrights, including the
     Vsource  Marks,  without Vsource's prior written consent. Gateway shall not
     adopt  or  use  such  trademarks,  trade  names,  logos or insignias or any
     confusingly  similar  work  or  symbol  as  part  of  Gateway's  company or
     partnership  name.  Gateway  agrees  to  endeavor  to report to Vsource all
     infringement or improper or unauthorized use of Vsource's trademarks, trade
     names,  logos  or  insignia  including the Vsource Marks which comes to the
     attention  of  Gateway.

11.3 Notwithstanding  Section  11.1,  Vsource is not permitted to register a
     domain  name  which  incorporates  any  of the Gateway Marks unless Vsource
     obtains  prior  written  consent  from  Gateway  and  only  subject  to any
     conditions  Gateway  may  impose. Gateway hereby consents to the use of the
     domain  name  "Gateway2U.com"  by  Vsource  and  its  Sub-contractors  when
     responding  to  email  inquiries  from  customers  of  Gateway  Products.

12.  INDEMNIFICATION


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<PAGE>
     Vsource  and  Vsource  Parent shall jointly and severally indemnify, defend
     and  hold  harmless  Gateway, its Affiliates and their respective officers,
     directors,  employees,  and  contractors (each such person, an "Indemnified
     Person")  from  and  against  any  and  all  damages,  penalties,  losses,
     liabilities,  judgments, settlements, awards, costs and expenses (including
     reasonable  attorneys'  fees),  arising  out  of  or related to any claims,
     assertions, demands, causes of action, suits, proceedings or other actions,
     whether  at  law or in equity ("Claims"), alleging (i) that any Service, or
     the  use  of  any  part  thereof infringes, misappropriates or violates any
     patent,  copyright,  trademark,  trade  name,  trade  secret  or  other
     intellectual  property  right  of a third party, (ii) that the Services, or
     that  Vsource  or  its  employees,  violates  any  applicable  law,  rule,
     regulation or judicial or administrative order, (iii) any injury (including
     death)  or  damage  to a person or tangible personal property solely to the
     extent  it  arises  out  of or is in connection with the performance of the
     Services  and  is  proximately  caused  by  Vsource  or any person, firm or
     corporation  directly  or  indirectly  employed  or  engaged  by Vsource to
     perform  the  Services, (iv) that Vsource and/or its Sub-Contractors failed
     to comply with the Service Levels, (v) that Vsource has materially breached
     any of its representations, warranties, covenants or obligations under this
     Agreement,  or (vi) any actions, omissions, and/or performance of Vsource's
     Sub-Contractors  and/or  their  agents  and  employees  (including Existing
     Gateway  Sub-Contractors)  from and after the Effective Date. Gateway shall
     provide  timely  written  notice of any Claim described in this Section 12,
     and  provide reasonable information and assistance to Vsource, at Vsource's
     expense, in the defense or settlement of such Claim. Gateway, at its option
     and  cost, may be represented by and participate through its own counsel in
     such  suit,  action,  proceeding, or settlement. Vsource shall not agree to
     any  settlement  or  other  resolution  of any claim that adversely impacts
     Gateway  without  the  prior  written  consent  of  Gateway.

13.  LIMITATION  OF  LIABILITY

13.1 EXCEPT  FOR  THE  WARRANTIES  EXPRESSLY  PROVIDED  BY IT HEREIN, EACH PARTY
     DISCLAIMS  ALL  OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED, INCLUDING BUT NOT
     LIMITED  TO  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A
     PARTICULAR  PURPOSE.

13.2 IN NO EVENT WILL ANY OF VSOURCE, VSOURCE PARENT OR GATEWAY, OR ANY OF THEIR
     RESPECTIVE  DIRECTORS,  OFFICERS,  EMPLOYEES,  AGENTS,  AFFILIATES  AND
     SUB-CONTRACTORS,  BE  LIABLE  FOR  ANY  SPECIAL, INDIRECT, CONSEQUENTIAL OR
     INCIDENTAL  DAMAGES,  INCLUDING  WITHOUT  LIMITATION,  ANY  LOST PROFITS OR
     SAVINGS, RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE OR OTHER
     TORTS,  PRODUCT DEFECTS OR MALFUNCTIONS OR THE BREACH OF THIS AGREEMENT, IN
     EITHER  CASE REGARDLESS OF THE FORM OF LEGAL ACTION AND EVEN IF SUCH PERSON
     HAS  BEEN  NOTIFIED  OF  THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

13.3 UNLESS  OTHERWISE  PROVIDED  ELSEWHERE  IN THIS AGREEMENT, NONE OF VSOURCE,
     VSOURCE  PARENT OR GATEWAY SHALL BE LIABLE FOR ANY LOSS OR DAMAGES, WHETHER
     ARISING  IN  CONTRACT,  TORT  OR  OTHERWISE,  IN  EXCESS  OF US$10,000,000;
     PROVIDED,  THAT  THE  FOREGOING  LIMITATION SHALL NOT OPERATE TO EXCLUDE OR
     RESTRICT  ANY  PERSON'S  LIABILITY  FOR  LOSS  OR DAMAGES ARISING FROM SUCH
     PERSON'S  INTENTIONAL  MISCONDUCT OR FOR DEATH OR PERSONAL INJURY RESULTING
     FROM  SUCH  PERSON'S  GROSS  NEGLIGENCE.

14.  INSURANCE

     The  parties acknowledge that Vsource has provided Gateway with information
     on (and shall follow up with copies of certificates of insurance evidencing
     the same) its insurances which are currently in effect that provide Vsource
     coverage for damages arising out of physical injury or damage caused either
     directly  or  indirectly  by  the  acts,  errors or omissions (negligent or
     otherwise)  of  Vsource,  its Sub-contractors or its or their employees, in
     the  performance  of  the  Services  and  Vsource's  obligations under this
     Agreement.  Vsource agrees that during the term of this Agreement, it shall
     not  cancel  or


                                       11
<PAGE>
     reduce  the coverage of or otherwise modify the terms of such insurances in
     any  respect that would have a material adverse impact on Gateway including
     coverage  limits  and  deductibles  without  the  prior written approval of
     Gateway.

15.  U.S.  EXPORT  CONTROLS

     The parties refer to the U.S. Export Administration Regulations ("EAR") and
     the  Commerce  Control  list  therein. The parties agree that they will not
     re-export  any  technical data or software programs received from the other
     party or any direct products thereof without first obtaining the permission
     of  the  U.S.  Department  of  Commerce  or  State, either in writing or as
     provided  by  an  applicable  regulation.  Such  permission  is required in
     addition to any authorization required to be obtained from the other party.
     The  parties  agree  that  they  shall  not  use  or  transfer without U.S.
     Government  permission U.S. Origin products, technology, or software of any
     type  if the party knows that the products, technology, or software will be
     used  in  the design, development, production, or use of missiles, chemical
     or  biological  weapons,  sensitive  nuclear  end  uses in certain specific
     countries  of  concern  designated  from  time  to  time  by  the  Commerce
     Department  in  Part  778 of the U.S. Export Administration Regulations, as
     amended  from  time  to  time.  This  requirement shall survive the term or
     termination  of  this  Agreement.

16.  RELATIONSHIP  MANAGEMENT;  NOTICES

16.1 Vsource and Gateway shall each designate a person who shall be its point of
     contact  with respect to all matters relating to the Services and terms and
     conditions  of  this Agreement. Unless and until notice is given otherwise,
     such  point  of  contact  shall  be:

     For Vsource or Vsource Parent:  For Gateway:
     ------------------------------  -------------------------------
     c/o NetCel360 Sdn Bhd           Gateway Japan, Inc.
     Level 12, Wisma Kia Peng        610 Gateway Drive
     No. 3, Jalan Kia Peng           North Sioux City, SD 57049-2000
     50450 Kuala Lumpur, Malaysia    USA
     Attn:  Chief Operating Officer  Attn:  Mark Halliden
     Tel: 6-03-7490-8000             Tel:  (858) 848-3844
     Fax: 6-03-7490-8008             Fax:  (858) 848-2586

                                     With a copy to:
                                     Gateway Companies, Inc.
                                     14303 Gateway Place
                                     Poway, CA 92064
                                     USA
                                     Attn:  General Counsel
                                     Tel:  (858) 848-3401
                                     Fax:  (858) 848-2525

16.2 Gateway  or  Vsource,  as  the case may be, may designate another person to
     perform  such  function  and shall notify the other party in writing of the
     name  and  contact  details  of  such  person.

16.3 Any  notice  under or in connection with this Agreement shall be in writing
     and  shall be: (i) delivered personally; (ii) sent by courier or registered
     mail,  proper  postage  prepaid;  or  (iii)  sent  by  fax, with electronic
     confirmation.  Notice  is  deemed to have been duly given: (i) if delivered
     personally,  when  left at the address referred to in Section 16.1; (ii) if
     by  courier, one day after posting it and if by registered mail, seven days
     after  posting  it; and (iii) if sent by fax, on completion of transmission
     by  the  recipient.

17.  CONFIDENTIALITY


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<PAGE>
     In  negotiating  and  implementing  this Agreement, each party ("Disclosing
     Party")  may  transmit  to  the  other  party  ("Receiving  Party") certain
     proprietary  and confidential information. Receiving Party agrees that, for
     the  subsistence  of  this  Agreement and a period of three (3) years after
     expiration  or  termination  of  this  Agreement, it shall not disclose any
     information  it  receives  from  Disclosing  Party  that  is  marked either
     CONFIDENTIAL,  PROPRIETARY,  STRICTLY  PRIVATE,  or  INTERNAL  DATA, or, if
     presented  orally  or  visually,  is  described  as  being  confidential,
     proprietary,  strictly private or internal only (collectively "Confidential
     Information"), to any other third party, person, corporation or entity; nor
     shall  Receiving  Party  use  Confidential Information for its own benefit,
     except  as  provided  herein.  Receiving  Party  will  limit  disclosure of
     Confidential Information to those officers, directors, employees, agents or
     sub-contractors  having  a  reasonable  need  to  know of such Confidential
     Information.  Receiving  Party  acknowledges  that  each  of  its officers,
     directors, employees, agents and sub-contractors shall be obligated by this
     Agreement  to  protect  any  Confidential  Information.  Any  reliance  on
     Confidential  Information  disclosed  hereunder is at Receiving Party's own
     risk.  Nothing contained in this Section 17 shall grant or imply any rights
     by  license, estoppel or otherwise. Confidential Information as used herein
     does not include information which: (i) is in the public domain at the time
     of  its disclosure or which enters the public domain at any time after such
     disclosure through no fault of Receiving Party, (ii) is generally disclosed
     to  third  parties  by  Disclosing  Party  without  restriction,  (iii)  is
     communicated  to  Receiving  Party by a third party having a right to do so
     without  restriction  on  nondisclosure, or (iv) is approved for release by
     written  authorization  of Disclosing Party. Notwithstanding the foregoing,
     Receiving  Party  may  disclose  Confidential  Information  without  the
     authorization  of  Disclosing  Party  if  disclosure  is required by law, a
     governmental  or  regulatory  authority  having jurisdiction over Receiving
     Party  or  a  stock exchange on which the securities of Receiving Party are
     listed;  provided,  that  Receiving  Party  shall disclose only the minimum
     portion  of  the  Confidential  Information which is legally required to be
     disclosed;  and  provided,  further,  that in such circumstances, Receiving
     Party shall provide Disclosing Party with as much advance written notice as
     practicable  and  shall  make  reasonable  efforts  to  preserve  the
     confidentiality  of  the  Confidential  Information,  including,  without
     limitation,  by  cooperating with Disclosing Party to obtain an appropriate
     protective  order  or  other reliable assurance that confidential treatment
     will  be  accorded  the Confidential Information. Vsource shall ensure that
     each  Sub-contractor  is  bound  by  obligations of confidentiality no less
     onerous  than  as  provided  in  this  section.  Upon  termination  of this
     Agreement,  each  party must return or destroy (at the other party's option
     and  cost) all Confidential Information of the other party and must provide
     a  declaration  from  an  officer  certifying compliance with this section.


                                       13
<PAGE>
18.  PROVISION  OF  INFORMATION

18.1 Gateway  acknowledges  that  it  is  transferring  to  Vsource  and  its
     Sub-contractors  Personal  Information  relating  to  end  users of Gateway
     Products  and  represents  and warrants that such transfer is in compliance
     with  all  applicable  laws  and  regulations, and Gateway has obtained any
     license,  consent,  permit  and  authorisation  necessary  to  permit  such
     transfer.  The parties agree that such Personal Information is Confidential
     Information  and  will  be subject to Section 17. Gateway hereby authorizes
     Vsource to disclose and transfer the Personal Information to its Affiliates
     and  Sub-contractors,  and their respective officers, employees and agents,
     including those outside of the jurisdiction in which an end user is located
     in order that such Affiliates and Sub-contractors may perform the Services.

18.2 Vsource agrees, in respect of Personal Information held in conjunction with
     this  Agreement:  (a)  to use Personal Information only for the purposes of
     fulfilling  its  obligations  under  this  Agreement;  (b)  not to disclose
     Personal  Information  without  the written authority of the customer or as
     required  by  law  and  to immediately notify the customer where it becomes
     aware that a disclosure of Personal Information may be required by law; (c)
     to  comply  with the obligations set out in any legislation in force in any
     relevant jurisdiction during the term concerning privacy or data protection
     and  for  that  purpose  to  negotiate  in  good  faith  in relation to any
     amendments  required  to  this Agreement to achieve that compliance; (d) to
     ensure  that  each  person engaged by Vsource or any Sub-contractor who has
     access  to  any  Personal  Information  will  not access, use, disclose, or
     retain Personal Information under this Agreement except in performing their
     duties  of  engagement;  (e)  to  immediately  notify  Gateway when Vsource
     becomes  aware  of  a  breach  of  clauses  (a)  to  (d)  by  itself or any
     Sub-contractor;  and  (f)  to  co-operate  with  any reasonable requests or
     directions  of Gateway arising directly from or in connection with a law of
     any  jurisdiction  concerning  the security, use, or disclosure of Personal
     Information.

18.3 Vsource  indemnifies  Gateway in respect of any liability, loss, or expense
     incurred by Gateway to the extent that such liability, loss, or expense was
     caused by a breach of the obligations of Vsource under Sections 17 or 18 of
     this  Agreement.

19.  FORCE  MAJEURE

     Should either party be prevented, hindered or delayed from or in performing
     any  of its obligations under this Agreement by a Force Majeure Event, such
     obligations  will  be suspended while the Force Majeure Event continues and
     such  party will not be deemed to be in breach of this Agreement. The party
     claiming a Force Majeure Event shall diligently seek to overcome such Force
     Majeure  Event.

20.  ANNOUNCEMENTS/PUBLICITY

     Gateway  agrees  that  Vsource  and  Vsource  Parent  may publicly refer to
     Gateway  and or Gateway, Inc., orally and in writing, as a customer and may
     list  the  name "Gateway" and the Gateway Marks in any non-descriptive list
     of  customers  of  Vsource,  including  in  Vsource's  website,  its  sales
     materials  and  the  "About  Vsource"  section of Vsource's press releases.
     Vsource  agrees  that  Gateway may publicly refer to Vsource, orally and in
     writing, as a vendor and may use the Vsource Marks in connection therewith.
     From  the  Effective Date, any other reference to the other party by either
     party,  including any details of this Agreement or the Services, whether in
     the  form  of  a  press release or otherwise, or any other use of the other
     party's  logo, trade name, trademark or service mark, may be made only with
     such  other  party's  prior  written  consent.

21.  DISPUTE  RESOLUTION

     With  the  exception  of  (i) disputes involving breach of confidentiality,
     infringement  of  a  party's  intellectual  property,  or  other  types  of
     irreparable  harm  for which injunctive relief through the courts is sought
     by  either party, or (ii) as otherwise provided in this Section 21, neither
     party  shall resort to legal remedies or commence any formal proceedings to
     resolve  a dispute under this Agreement until the parties have attempted to
     resolve  the  dispute  through  the  escalation  process  described in this
     Section  21.  The  party


                                       14
<PAGE>
     raising  a  dispute  shall  submit  to the other party a written notice and
     supporting  material describing all issues and circumstances related to the
     dispute (a "Dispute Notice"). The designated primary representative of each
     party  shall  attempt  to  resolve  the  dispute.  If  the parties' primary
     representatives  fail to resolve the dispute within 15 days from receipt of
     a  Dispute  Notice, a Senior Vice President or higher-level officer of each
     party  shall  attempt  to  resolve  it.  If  the Senior Vice Presidents (or
     higher-level  officers)  of  the  parties are unable to resolve the dispute
     within  30  days  from  receipt  of  the  Dispute  Notice, either Party may
     commence  formal legal proceedings in accordance with Section 22.2 below to
     resolve  the  dispute.  This Section 21 shall not be construed to prevent a
     party  from  instituting  formal proceedings earlier than indicated in this
     Section  21  to:  (A)  avoid  the  expiration of any applicable limitations
     period,  or  (B)  preserve  a  superior  creditor  position

22.  MISCELLANEOUS

22.1 Neither  party  may  assign  or transfer any right or obligation under this
     Agreement  without the prior written consent of the other party. If consent
     is  given, this Agreement shall be binding upon and inure to the benefit of
     the  assigns.

22.2 This  Agreement  and  any  Statements  of  Work  shall  be  governed by and
     interpreted  in  accordance  with  the  laws of the State of New York, USA,
     without  giving  effect  to  the  conflict  of laws principles thereof. Any
     proceeding  to  enforce  or resolve a dispute relating to this Agreement or
     any  Statement  of  Work  must be brought exclusively in a state or federal
     court  in  the State of New York, USA. The parties hereby irrevocably waive
     any present and future objection to any such venue, and irrevocably consent
     and  submit unconditionally to the exclusive jurisdiction for itself and in
     respect  of  any  of  its property in such court. The parties further agree
     that final judgment against it in any such action or proceeding arising out
     of  or  relating  to  this  Agreement  or  any  Statement  of Work shall be
     conclusive  and may be enforced in any other jurisdiction within or outside
     the  United  States  of  America  by  suit  on the judgment, a certified or
     exemplified  copy  of which shall be conclusive evidence of the fact and of
     the  amount  of  the  obligation.

     THE PARTIES EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
     BY  LAW,  ANY  RIGHT  TO  HAVE  A JURY PARTICIPATE IN RESOLVING ANY DISPUTE
     ARISING  OUT  OF,  OR  IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
     RELATIONSHIP  BETWEEN  THEM ESTABLISHED BY THIS AGREEMENT, ANY STATEMENT OF
     WORK  AND  ANY  OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT ENTERED INTO IN
     CONNECTION  WITH  THIS AGREEMENT, ANY STATEMENT OF WORK OR THE TRANSACTIONS
     CONTEMPLATED  HEREBY  OR  THEREBY.

22.3 This  Agreement,  together  with  any  schedules  and  exhibits referred to
     herein,  constitutes  the  entire  agreement,  and  supersedes any previous
     agreements,  between  the  parties  relating  to the subject matter of this
     Agreement.

22.4 Unless  otherwise  expressly  provided  for  herein,  this Agreement may be
     amended  or  modified  only  in writing upon the agreement of both parties.

22.5 A  failure to exercise or delay in exercising a right or remedy provided by
     this  Agreement  or  by  law  does  not constitute a waiver of the right or
     remedy  or  a  waiver  of  other  rights  or remedies. No single or partial
     exercise of a right or remedy provided by this Agreement or by law prevents
     a  further exercise of the right or remedy or the exercise of another right
     or  remedy.

22.6 Vsource  will provide the Services to Gateway as an independent contractor,
     and  not  as  an  employee,  officer  or agent of Gateway or as its general
     partner. In addition, nothing in this Agreement will constitute the parties
     an  association,  joint  venture  or  partnership.

22.7 This Agreement may be executed in any number of counterparts, each of which
     when  executed  and  delivered  is  an  original,  but all the counterparts
     together  constitute  the  same  document.


                                       15
<PAGE>
22.8 Each party shall do and execute, or arrange for the doing and executing of,
     each  necessary  act,  document  and  thing  reasonably within its power to
     implement  this  Agreement.

22.9 If  any  provision  of  this  Agreement  is  held  to  be invalid, illegal,
     unenforceable,  in  whole  or  in  part,  the remaining provisions shall be
     unimpaired,  and  the  invalid, illegal or unenforceable provision shall be
     replaced  by  a mutually acceptable provision, which being valid, legal and
     enforceable,  comes  closest  to  the  economic effect and intention of the
     parties  hereto underlying the invalid, illegal or unenforceable provision.


                                       16
<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

                              VSOURCE (CI) LTD

                              By:     /S/  PHILLIP E. KELLY
                                      -----------------------
                              Name:   PHILLIP E. KELLY
                              Title:  Co-Chairman and CEO


                              VSOURCE, INC.

                              By:     /S/  PHILLIP E. KELLY
                                      -----------------------
                              Name:   PHILLIP E. KELLY
                              Title:  Co-Chairman and CEO


                              GATEWAY JAPAN, INC.

                              By:     /S/  THOMAS W. REEDY
                                      -----------------------
                              Name:   THOMAS W. REEDY
                              Title:  Treasurer


                                       17
<PAGE>
                                   SCHEDULE 1

                             DESCRIPTION OF SERVICES

Vsource will provide the following support services to end users ("End User") of
Gateway  Products in the Territory in accordance with, and subject to, the terms
and  conditions  of  the  Warranties applicable to such Gateway Products and the
service  levels  specified  in  Schedule 4  to  this  Agreement:
                                ----------

1.   TECHNICAL  SUPPORT  SERVICES

     Vsource  shall provide technical support by responding to telephone, email,
     fax,  post,  inquiries from field service engineers of Sub-contractors, and
     other  inquiries  from  End  Users  (each, a "Call") to Vsource's technical
     support call centers (each, a "Call Center"). All Calls will be answered in
     person  or,  if a telephone call is received outside of the operating hours
     specified in Schedule 4 to this Agreement (the "SLAs"), electronically with
                  ----------
     voice  messaging.  Vsource  will,  to  the  extent  reasonably practicable,
     endeavor  to  identify  itself to End Users as "Gateway" when responding to
     Calls,  including  using "Gateway" in the email domain name when responding
     to  email  inquiries.

2.   FIELD  SERVICES

     Vsource  shall  provide  the  following  field  services:

2.1  ONSITE  SERVICE

     Upon  the  issuance  of  a service request from a Call Center, Vsource will
     arrange  for  a  technician  to  arrive  at  an End User's location to make
     diagnoses,  make  repairs  and/or  replace  parts. Vsource will manage on a
     daily  basis  the  status  of  each service request for actions taken, each
     service  request  that  cannot  be  completed at an End User's location and
     parts  consumption  during  the  course  of  hardware  resolution.

2.2  RETURN  TO  BASE  (RTB)

     Upon  the  issuance  of a service request from a Call Center, Vsource shall
     arrange  for  an End User's Gateway Product to be delivered to a designated
     depot  center  (a  "Depot"),  at Vsource's sole cost. At the Depot, Vsource
     shall  make a diagnosis, make repairs and/or replace the Gateway Product or
     parts  thereof.  Upon the completion of repairs and/or replacement, Vsource
     shall  arrange  for  the repaired or replaced Gateway Product to be shipped
     back  to  the  End  User,  at Vsource's sole cost. Vsource will manage on a
     daily  basis  the  status  of  each service request for actions taken, each
     service request that cannot be completed by repair or replacement of parts,
     and  parts  consumption  during  the  course  of  hardware  resolution.

2.3  PARTS  EXCHANGE/PARTS  ONLY  WARRANTY  (POW)

     Upon  the  issuance  of a service request from a Call Center, Vsource shall
     instruct  an  End  User on how to return parts from such End User's Gateway
     Product to a designated logistics location ("Logistics Location") for parts
     exchange.  On receipt and verification of such returned parts, Vsource will
     ship  the  replacement parts to such End User. Vsource shall bear all costs
     associated with shipping parts from an End User to a Logistics Location and
     back  to  the  End User. Vsource will manage on a daily basis the status of
     each  service  request  for  parts  only  dispatches.


                                       18
<PAGE>
3.   PARTS  MANAGEMENT

     Vsource  shall  manage the inventory and supply of spare parts necessary to
     perform  the  Services,  including  as  appropriate  planning  of stockpile
     levels,  parts  return  and repair management with OEM manufacturers and/or
     third  parties  performing component repair, and purchase of parts. Vsource
     shall  bear  all  costs  and risks associated with any acquisition of spare
     parts  following  the  Effective  Date.

4.   EXCLUSIONS

     Notwithstanding  the foregoing, the Services do not include any support of:

     (a)  the  operating,  utility  or  application software programs (including
          customized  integrated services applications) installed or included in
          the Gateway Products except for configuration of operating systems and
          re-installation  of operating systems on Gateway Products using (i) in
          the  case of on-site services, media provided by the End User and (ii)
          in  the  case  of  RTB  services,  media  provided  by  Gateway;  or

     (b)  accessories  or  products  purchased  by  End  Users  from third party
          vendors.

     Subject to the terms and conditions of the Agreement, Vsource may undertake
     to  provide the support services set forth in paragraphs (a) and (b) to End
     Users  pursuant  to  separate arrangements entered into between Vsource and
     such  End  Users.


5.   ESCALATION  PROCESS

     Gateway  and  Vsource  shall agree in a separate document no later than the
Effective  Date  on  a  process  by  which:


     (a)  End  User  complaints may be managed and escalated with a view towards
          minimizing  litigation  against  and  the  liability  of  Gateway;

     (b)  End  Users  that  decline  to  speak  with  personnel  of Vsource or a
          Sub-contractor and expressly seek to speak with Gateway may be managed
          and  escalated  to  Gateway;  and

     (c)  technical  support inquiries that cannot be resolved by technicians of
          Vsource  or  a  Sub-contractor may be managed and escalated to Gateway
          personnel.

6.   OTHER

     Gateway  and Vsource shall agree on procedures in each market to respond to
     End  User  queries  about  Gateway  or products and services purchased from
     Gateway  that  are  beyond  the scope of this Agreement, including internet
     access,  third  party  hardware  and  software,  recycling,  etc.  (each, a
     "Non-Technical  Support  Call".  Such  responses  will  typically  involve
     providing the End User with details on how to contact the appropriate third
     party  who  can  respond  to  such  queries.


                                       19
<PAGE>
                                                     SCHEDULE 2


                                                 CUSTOMER DATABASE

Customer  Database  to  be  provided  under  separate  cover.






                                       20
<PAGE>
                                   SCHEDULE 3

                                SCHEDULE OF FEES

PRICING SCHEDULE (US DOLLARS)

[*Confidential information omitted and filed separately with the Securities and
Exchange  Commission]

1.  DEFINITIONS.  For  purposes  of  this  Schedule 3, the following terms shall
                                           ----------
have  the  following  meanings:

Fixed  Pricing:  the  minimum  amount  of  Fees to be paid by Gateway each month
--------------

Fixed  Call Volume:  the maximum number of Calls that may be received by Vsource
------------------
each  month  before Gateway will be charged for Incremental Calls; if the number
of Calls received during a month is less than or equal to the Fixed Call Volume,
then  the  Fees  for  such  month  shall  equal the Fixed Pricing for such month

Incremental  Calls:  each  Call  received by Vsource during a month in excess of
------------------
the  Fixed  Call  Volume  for such month (e.g., if Vsource receives 10,000 Calls
during  a  month and the Fixed Call Volume for such month is 9,000, then Vsource
has  received  1,000  Incremental  Calls)

Cost  per  Incremental  Call:  the amount that Gateway will be invoiced for each
----------------------------
Incremental  Call  received  by  Vsource  during  a  month

Call:  each telephone call, email, fax, or postal communication from an End User
----
received  by  Vsource

2.  ASSUMPTIONS.

email:  A  Call  comprised  of  an  email  or  series  of related emails will be
-----
considered  completed  when (i) the End User that sent the email informs Vsource
that  the  problem  identified  has  been  resolved or (ii) no response has been
received  from such End User within 3 days after the last email sent to such End
User

Toll  free calls for Japan:  In Japan, 60% of all telephone calls from End Users
--------------------------
will  be  toll calls and 40% of telephone calls will be toll free calls.  If the
number  of  toll free calls received from End Users during a month exceed 40% of
all  telephone  calls  received  from End Users during such month, Vsource shall
invoice  Gateway  at  cost  for  the  incremental  toll  free  charges.

3.  REVIEW.  Vsource  and  Gateway  shall review the Fixed Call Volumes annually
and  will  revise  the  Fixed Call Volumes for the next year as mutually agreed.
Such  reviews  shall commence no later than 90 days prior to each anniversary of
the  Effective Date and conclude within 30 days thereafter.  Should the parties,
after  negotiating in good faith, be unable to reasonably agree on revisions (if
any)  on  Fixed  Call  Volumes  for  the  next year by the 60th day prior to the
anniversary  of  the  Effective  Date,  then  Gateway  shall  have  the right to
terminate  this Agreement as of that anniversary of the Effective Date.  For the
avoidance  of  doubt,  the  amounts  of  the  Fixed  Pricing  and  the  Cost per
Incremental Call shall not be subject to this review, except that should the run
rate  of Fixed Call Volumes (excluding Non-Technical Support Calls and any Calls
relating  to  Recalled  Products  per  Item  4  of  this Schedule 4) immediately
preceding  such review exceed 110% of the forecasted Fixed Call Volumes for that
period  in  any  market  then  the  parties  agree  to  negotiate  in good faith
reasonable adjustments to the Fixed Pricing, Cost per Incremental Call, Hours of
Operation,  and/or  Service  Level  Metrics  for  the  next year in such market.

4.  EXCLUSIONS.  Notwithstanding  any  of  the  foregoing  in  this  Schedule 3:
                                                                     ----------
Exception  Warranties:  Gateway  has  informed  Vsource  that  certain  Gateway
---------------------
Products  may be covered by Warranties that (i) require service levels exceeding
the service levels set forth in Schedule 4 of this Agreement or (ii) require the
                                ----------
same  service  levels as those set forth in Schedule 4 but have different levels
                                            ----------
of coverage (e.g., a dedicated engineer) (together, the "Exception Warranties").
The Fees set forth in this Schedule 3 shall not apply to Services performed with
                           ----------
respect  to  Gateway Products covered by Exception Warranties.  Instead, Vsource
shall  charge  Gateway on a time and materials basis for such Services, at rates
to  be  mutually  agreed  between  Gateway  and  Vsource.


                                       21
<PAGE>
Recalls:  The  Fees  set  forth  in  this Schedule 3 shall not apply to Services
-------                                   ----------
provided  with respect to a general recall of or repair/replacement of a uniform
defect in Gateway Products, parts thereof or Parts provided under this Agreement
("Recalled  Products").  Instead,  Vsource and Gateway shall agree upon the fees
to  be  charged  for  Services  relating  to  Recalled  Products.

5.  YEARS  4  AND  5.  In  the event that the Agreement is renewed in accordance
with  its  terms,  the  parties  will  agree on Service Levels and Fees for each
market in Years 4 and 5 consistent with the review process set forth herein, but
in  no  event  shall  aggregate  Fees  in each market be greater than 75% of the
aggregate  Fees  paid  in  such  market  in  Year  3.

6.  CURRENCY.  All  Fees  will  be  priced  and  invoiced  in  US  dollars.


                                       22
<PAGE>
                                   SCHEDULE 4

                            SERVICE LEVEL AGREEMENTS

HOURS OF OPERATION FOR TECHNICAL SUPPORT SERVICES (1):
------------------------------------------------------
<TABLE>
<CAPTION>
<S>              <C>            <C>            <C>
COUNTRY          CONSUMER       BUSINESS       SERVER
------------------------------------------------------------
                                9am to 6pm      9am to 6 pm
Japan            24 x 7          Mon - Sat      Mon - Fri
------------------------------------------------------------
Asia             9am to 8pm     9am to 8pm     9am to 8pm
(Malaysia Time)  Mon - Fri      Mon - Fri      Mon - Fri
------------------------------------------------------------
Australia        8am to 9pm     8am to 9pm     8am to 9pm
(Eastern Time)   Mon - Fri      Mon - Fri      Mon - Fri
------------------------------------------------------------
                 8:30am to 9pm  8:30am to 7pm  8:30am to 7pm
New Zealand      Mon - Fri      Mon - Fri      Mon - Fri
------------------------------------------------------------
</TABLE>
------------------------

(1)  All  times  are  local

SERVICE  LEVEL  METRICS:
------------------------
<TABLE>
<CAPTION>
                          YEARS  1-3
                          ----------------------------------------------------------
                          ANZ                 JAPAN               ASIA
-------------------------------------------------------------------------------------
                          Consumer  Business  Consumer  Business  Consumer  Business
-------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>

Average email                 [**]      [**]      [**]      [**]      [**]      [**]
response

-------------------------------------------------------------------------------------
Average speed                 [**]      [**]      [**]      [**]      [**]      [**]
to answer

-------------------------------------------------------------------------------------
Average talk time             [**]      [**]      [**]      [**]      [**]      [**]

-------------------------------------------------------------------------------------
Average abandonment rate      [**]      [**]      [**]      [**]      [**]      [**]

-------------------------------------------------------------------------------------
Average onsite                [**]      [**]      [**]      [**]      [**]      [**]
attendance turnaround

-------------------------------------------------------------------------------------
Average RTB                   [**]      [**]      [**]      [**]      [**]      [**]
repair turnaround

-------------------------------------------------------------------------------------
Average parts                 [**]      [**]      [**]      [**]      [**]      [**]
exchange turnaround

-------------------------------------------------------------------------------------
</TABLE>

**Confidential  information omitted and filed separately with the Securities and
Exchange  Commission

SERVICE  LEVEL  DESCRIPTION  AND  ASSUMPTIONS:
----------------------------------------------

1.   EMAIL  RESPONSE  TIME

     -    The  amount  of  time from receipt of an email from an End User to the
          time  a  Call  Center  technical support agent responds to such email,
          exclusive  of  hours  not within an applicable Call Center's operating
          hours

2.   SPEED  TO  ANSWER

     -    The  amount  of  time  that  an  End  User  calling during Call Center
          operating hours is in the queue before being answered by a Call Center
          technical  support  agent


                                       23
<PAGE>
3.   TALK  TIME

     -    The  amount  of time a Call Center technical support agent spends on a
          Call  with  an End User before either resolving the Call or escalating
          the  Call

4.   ABANDONMENT  RATE

     -    The  percentage  of  calls from End Users during Call Center operating
          hours  that  are not answered by a Call Center technical support agent
          and  subsequently  abandoned  by  End  Users

5.   ONSITE  ATTENDANCE  TURNAROUND

     -    The number of days from the first working day after the day on which a
          service  request  has been issued to the day that a technician arrives
          at  an  End  User's location to perform on-site services, exclusive of
          non-business  days and days during which the on-site visit is deferred
          at  such End User's request (e.g., if Vsource informs an End User that
          an  on-site  technician  is available to arrive on Monday but such End
          User  requests  that the on-site technician not arrive until Thursday,
          then  Monday,  Tuesday  and  Wednesday  would  not  be  included  when
          calculating  Onsite  Attendance  Turnaround)

6.   RTB  REPAIR  TURNAROUND

     -    The number of days from the first working day after the day on which a
          Gateway  Product  arrives  at  a  Vsource  Depot  to  the day that the
          repaired  or  replaced  Gateway Product is ready to be shipped back to
          the  End  User,  exclusive  of  non-business  days

7.   PARTS  EXCHANGE  TURNAROUND

     -    The number of days from the first working day after the day on which a
          Gateway  Product  part  arrives at a Vsource Logistics Location to the
          day that a replacement or repaired part is ready to be shipped back to
          the  End  User,  exclusive  of  non-business  days

ASSUMPTIONS:
------------
-     No  Blocked  Calls
-     Vsource  performance  of  service  levels  to  be  reviewed  quarterly
-     The  same  Warranty Contact Details will be maintained, with telephone and
      telefacsimile  numbers  being  transferred  to  Vsource
-     Options  for  chargeable  support  for  faster  response  time
-     Hours  of  operation  to  be  maintained
-     All  charges  inclusive  of  telecommunication  costs
-     The  parties  may  adjust Hours of Operation and Service Level Metrics, as
      well as related fees, as agreed during the course of this Agreement

REVIEW:
-------

Beginning  90  days prior to the first and second anniversaries of the Effective
Date  (and  any  subsequent  anniversaries  if  this  Agreement  is  renewed  in
accordance  with  its terms), and concluding no later than 60 days prior to each
such  anniversary,  Vsource  and  Gateway  shall  review and mutually agree upon
adjustments  to  the  Hours  of Operation and Service Level Metrics set forth in
this  Schedule  4.  While  the  parties  shall mutually agree upon any INCREASED
      -----------
Hours  of  Operation and Service Level Metrics (e.g., going from [**Confidential
information  omitted  and  filed  separately  with  the  Securities and Exchange
Commission]%  to  [**Confidential  information omitted and filed separately with
the  Securities  and  Exchange  Commission]% average abandonment rate in Japan),
Gateway  shall  have the right to direct REDUCED Hours of Operations and Service
Level  Metrics  (e.g.,  going from [**Confidential information omitted and filed
separately  with  the  Securities  and  Exchange Commission]% to [**Confidential
information  omitted  and  filed  separately  with  the  Securities and Exchange
Commission]%  average  abandonment  rates  in  Japan).


                                       24
<PAGE>
                                   SCHEDULE 5

                        EXISTING GATEWAY SUB-CONTRACTORS


1.  Ricoh Technonet Company  (Maintenance Service Agreement dated September 1,
1995)

2.  Uniadex, Ltd.  (Service Agreement dated November 1, 1999)






                                       25
<PAGE>
                                   SCHEDULE 6

                                SCHEDULE OF PARTS


Schedule  of  Parts  to  be  provided  under  separate  cover.






                                       26
<PAGE>
                                   SCHEDULE 7

                                     REPORTS

Reports in the following formats will be provided on a monthly basis:

<TABLE>
<CAPTION>
REPORT NO 1.                                                 REPORT FORMAT
------------                                                 -------------

VOLUME  -  TECHNICAL  SUPPORT
-----------------------------
                                                                             Countries
                                                              ----------------------------------------
<S>                             <C>        <C>                <C>        <C>        <C>          <C>
(a) Telephone                              Volume/Month       Asia       Australia  New Zealand  Japan
                                           -----------------  ---------  ---------  -----------  -----
                                           Calls In
                                           -----------------  ---------  ---------  -----------  -----
                                           Calls Answered
                                           -----------------  ---------  ---------  -----------  -----


(b) Email                                                                    Countries
                                                              ----------------------------------------
                                           Volume/Month       Asia       Australia  New Zealand  Japan
                                           -----------------  ---------  ---------  -----------  -----
                                           Email-Inbound
                                           -----------------  ---------  ---------  -----------  -----
                                           EMAIL CLOSED
                                           -----------------  ---------  ---------  -----------  -----


(c) Non-Tech Support Calls                                                   Countries
                                                              ----------------------------------------
                                                              Asia       Australia  New Zealand  Japan
                                           -----------------  ---------  ---------  -----------  -----
                                           Volume/Month
                                           -----------------  ---------  ---------  -----------  -----


(d) Aging Response Time Report                                               Countries
                                                              ----------------------------------------
                                                              Asia       Australia  New Zealand  Japan
                                           -----------------  ---------  ---------  -----------  -----
                                           email
                                           -----------------  ---------  ---------  -----------  -----
                                           tel support
                                           -----------------  ---------  ---------  -----------  -----
                                           on site
                                           -----------------  ---------  ---------  -----------  -----
                                           return to base
                                           -----------------  ---------  ---------  -----------  -----
                                           parts exchange
                                           -----------------  ---------  ---------  -----------  -----



Volume - Field Service
                                                                             Countries
                                                              ----------------------------------------
                                           No Of Calls/Month  Asia       Australia  New Zealand  Japan
                                           -----------------  ---------  ---------  -----------  -----
                                           On Site Calls
                                           -----------------  ---------  ---------  -----------  -----
                                           RTB
                                           -----------------  ---------  ---------  -----------  -----
                                           POW
                                           -----------------  ---------  ---------  -----------  -----
</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>
REPORT  NO.  2                                                            REPORT  FORMAT
--------------                                                           --------------

Technical Support - SLA Target Percentage
----------------------------------------------
                                                                            YEARS 1-3
                           -------------------------------------------------------------------------------------------------
                                                                            Countries
                           -------------------------------------------------------------------------------------------------
                                           Asia                             Australia                       New Zealand
                           ----------------------------------  ----------------  ---------------- ----------------- --------
                               Consumer           Business          Consumer         Business         Consumer      Business
                           ----------------  ----------------  ----------------  ---------------- ----------------- --------
<S>                        <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
% Of Target SLA vs Actual  Vsource  GTW SLA  Vsource  GTW SLA  Vsource  GTW SLA  Vsource  GTW SLA  Vsource  GTW SLA  Vsource
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average email response                 [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average speed to answer                [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average talk time                      [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average abandonment rate               [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average onsite attendance
turnaround                             [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average RTB repair
turnaround                             [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Average parts exchange
turnaround                             [**]              [**]              [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------

                                                 Japan
                                    ---------------------------------
                                       Consumer          Business
                           -------  ----------------  ----------------
<S>                        <C>      <C>      <C>      <C>      <C>
% Of Target SLA vs Actual  GTW SLA  Vsource  GTW SLA  Vsource  GTW SLA
-------------------------  -------  -------  -------  -------  -------
Average email response        [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average speed to answer       [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average talk time             [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average abandonment rate      [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average onsite attendance
turnaround                    [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average RTB repair
turnaround                    [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
Average parts exchange
turnaround                    [**]              [**]              [**]
-------------------------  -------  -------  -------  -------  -------
</TABLE>

** Confidential information omitted and filed separately with the Securities and
Exchange  Commission


                                       28
<PAGE>
<TABLE>
<CAPTION>
      REPORT  NO.  3             REPORT FORMAT
      --------------             -------------
------------------------------------------------------------------------------------
COST
                                                             Countries
                                                 -----------------------------------
                                 Cost Category  Asia  Australia  New Zealand  Japan
                                 -------------  ----  ---------  -----------  ------
<S>                              <C>            <C>   <C>        <C>          <C>
                                 Fixed Cost
                                 -------------  ----  ---------  -----------  ------
                                 Variable Cost
                                 -------------  ----  ---------  -----------  ------
</TABLE>
      REPORT  NO.  4             REPORT FORMAT
      --------------             -------------

<TABLE>
<CAPTION>
TECHNICAL SUPPORT & FIELD SERVICES -  BACKLOGS
                                                             Countries
                                                 -----------------------------------
                                                 Asia  Australia  New Zealand  Japan
                                                 ----  ---------  -----------  -----
<S>                       <C>    <C>             <C>   <C>        <C>          <C>
                                 Email
                                 -------------  ----  ---------  -----------  ------
                                 Telephone
                                 -------------  ----  ---------  -----------  ------
                                 Onsite Service
                                 -------------  ----  ---------  -----------  ------
                                 RTB
                                 -------------  ----  ---------  -----------  ------
                                 Parts Exchange
                                 -------------  ----  ---------  -----------  ------
</TABLE>

      REPORT  NO.  5             REPORT FORMAT
      --------------             -------------
<TABLE>
<CAPTION>
CUSTOMER COMPLAINTS & ESCALATION
                                                               Countries
                                                   -----------------------------------
                                                   Asia  Australia  New Zealand  Japan
                                                   ----  ---------  -----------  -----
<S>                    <C>                  <C>    <C>   <C>        <C>          <C>
                                            Delay
                                            -----  ----  ---------  -----------  -----
                       Customer Complaints   [**]
                       -------------------  -----  ----  ---------  -----------  -----
                                             [**]
                                            -----  ----  ---------  -----------  -----
                                             [**]
                       ===================  =====  ====  =========  ===========  =====
                       Escalation *          [**]
                                            -----  ----  ---------  -----------  -----
                                             [**]
                                            -----  ----  ---------  -----------  -----
                                             [**]
                       -------------------  -----  ----  ---------  -----------  -----
                       *summary of
                       each escalation
                       attached
</TABLE>

** Confidential information omitted and filed separately with the Securities and
Exchange  Commission


                                       29
<PAGE>
                                    EXHIBIT A
                                  GATEWAY MARKS
<TABLE>
<CAPTION>
COUNTRY      TRADEMARK                                APPLICATION NUMBER  REGISTRATION NUMBER
-----------  ---------------------------------------  ------------------  -------------------
<S>          <C>                                      <C>                 <C>
Australia    GATEWAY SOLO                                         677725               677725
Australia    VIVITRON                                             639612               639612
Australia    GW2K WORD MARK                                       675483               675483
Australia    COLORBOOK                                            638966               638966
Australia    GATEWAY 2000 FAMILY PC WORD MARK                     635682               635682
Australia    GATEWAY 2000 WORD MARK                               560924               560924
Australia    BLACK AND WHITE SPOT DESIGN                          638965               638965
Australia    GATEWAY WORD MARK
Australia    SOLO                                                 675544               675544
Australia    DESTINATION                                          663067               663067
Australia    G DESIGN                                             638964               638964
Australia    HANDBOOK                                             638967               638967
Australia    GATEWAY COUNTRY                                      733273               733273
Australia    GATEWAY 2000 COUNTRY                                 733273               733273
Australia    PERFECT SCHOLAR                                      741829               741829
Australia    GATEWAY (GREEN)                                      765373
Australia    GATEWAY (GREEN BOX ABOVE)                            765378               765378
Australia    GATEWAY (GREEN BOX LEFT)                             765375               765375
Australia    GATEWAY COUNTRY (GREEN BOX ABOVE)
Australia    COW SPOTTED BOX                                      765377               765377
Australia    YOUR:)WARE                                           772407               772407
Australia    GATEWAYNET (WORD MARK)                               774535               774535
Australia    GATEWAYNET WELCOME TO YOUR WEB (DESIGN)              777473               777473
Australia    GATEWAYNET (DESIGN)                                  777472               777472
Australia    NET (DESIGN)                                         777471               777471
Australia    GATEWAY PROFILE                                      780615               780615
Australia    GATEWAY NEO                                          805403               805403
Australia    GATEWAY@WORK                                         825089               825089
             ------------
Australia    TRACTOR SEAT & DESIGN                                830999
Australia    INTERIOR OF SILO WITH DESK AND CHAIRS                831002
Australia    CORRUGATED BOOTHS & DESIGN                           831000
Australia    GATEWAY COMMUNICATIONS GROUP                                              744865
Bangladesh   BLACK AND WHITE SPOT DESIGN                           71661
Bangladesh   GATEWAY WORD MARK                                     71504
Bangladesh   GATEWAY WORD MARK
Bangladesh   SOLO                                                  71503
Bangladesh   GATEWAY (GREEN BOX ABOVE)                             71662
Brunei       BLACK AND WHITE SPOT DESIGN                           34075
Brunei       GATEWAY (WORD MARK)                                   34076
Brunei       GATEWAY NEO                                           30759                26361
China        VIVITRON                                           95017149               926596
China        BLACK AND WHITE SPOT DESIGN                      9900040448              1447429
China        GATEWAY WORD MARK                                 970060654
China        GATEWAY WORD MARK
China        SOLO                                             9900123204
China        DESTINATION                                        95024294               942662
China        GATEWAY 2000 STYLIZED                             970060655
China        ALR                                               960121065              1163278
China        GATEWAY (GREEN)                                  9800090777


                                       30
<PAGE>
COUNTRY      TRADEMARK                                APPLICATION NUMBER  REGISTRATION NUMBER
-----------  ---------------------------------------  ------------------  -------------------
China        GATEWAY (GREEN BOX ABOVE)                        9800090779
China        GATEWAY (GREEN BOX LEFT)                         9800090780
China        GATEWAY COUNTRY (GREEN BOX ABOVE)
China        COW SPOTTED BOX                                  9800090778              1396310
China        YOUR:)WARE                                       9900119023
China        GATEWAY COUNTRY (GREEN BOX LEFT)
China        GATEWAY (WORD MARK)                              9900075197              1436872
China        GATEWAY (WORD MARK)                              9900075195              1452701
China        GATEWAY (WORD MARK)                              9900075199              1455437
China        GATEWAY (WORD MARK)                              9900075198              1463975
China        GATEWAY NEO                                      2000019845
China        GATEWAY@WORK (& DESIGN)                          2000039747              1591711
China        TRACTOR SEAT & DESIGN                            2000056315
China        SILO & DESIGN                                    2000056317
China        INTERIOR OF SILO WITH DESK AND CHAIRS            2000056316
China        CORRUGATED BOOTHS & DESIGN                       2000056314
Indonesia    BLACK AND WHITE SPOT DESIGN                       D00-13280
Indonesia    GATEWAY WORD MARK                                 D00-13281
Indonesia    GATEWAY NEO                                        D9918753
Japan        GATEWAY SOLO                                        7117616              4338201
Japan        VIVITRON                                           10269794              3291800
Japan        VIVITRON                                           13076886             21586372
Japan        GW2K WORD MARK                                      7108044              4057805
Japan        GATEWAY 2000 WORD MARK                              8170491              4289812
Japan        BLACK AND WHITE SPOT DESIGN                        10172494              3297919
Japan        GATEWAY WORD MARK
Japan        SOLO
Japan        DESTINATION                                        10269594              3291798
Japan        WONDERWORKS                                          770337              4070468
Japan        G DESIGN                                           10172394              3297918
Japan        GATEWAY 2000 STYLIZED                              11083697              4240016
Japan        DESTINATION KATAKANA                               10269694              3291799
Japan        HANDBOOK KATAKANA                                  10172594              3346383
Japan        GATEWAY COUNTRY                                    11083797              4263364
Japan        GATEWAY 2000 COUNTRY                               11083897              4263365
Japan        GATEWAY 2000 COUNTRY                               11083797              4263364
Japan        GATEWAY FAMILY PC                                1049731997              4354849
Japan        GATEWAY (GREEN)                                     1052962
Japan        GATEWAY (GREEN BOX ABOVE)                           1052964              4316862
Japan        GATEWAY (GREEN BOX LEFT)                            1052965              4316863
Japan        GATEWAY COUNTRY (GREEN BOX ABOVE)
Japan        COW SPOTTED BOX                                     1052963              4316861
Japan        YOUR:)WARE                                          1094967
Japan        GATEWAY COUNTRY (GREEN BOX LEFT)
Japan        GATEWAYNET (WORD MARK)                              1089901              4352227
Japan        GATEWAYNET WELCOME TO YOUR WEB (DESIGN)             1095981              4366116
Japan        GATEWAYNET (DESIGN)                                 1095982              4364171
Japan        NET (DESIGN)                                       10-95983              4364172
Japan        WELCOME TO YOUR WEB (WORD MARK)                     1091774              4352961
Japan        GATEWAY PROFILE                                    10109569              4363365
Japan        GATEWAY NEO                                         1178035


                                       31
<PAGE>
COUNTRY      TRADEMARK                                APPLICATION NUMBER  REGISTRATION NUMBER
-----------  ---------------------------------------  ------------------  -------------------
Japan        GATEWAY@WORK (& DESIGN)
Japan        GATEWAY SELECT                                     20005646
Japan        TRACTOR SEAT & DESIGN                             200038577
Japan        SILO & DESIGN                                     200038578
Japan        INTERIOR OF SILO WITH DESK AND CHAIRS             200038579
Japan        CORRUGATED BOOTHS & DESIGN                        200038580
Japan        JI-SAKU-KI                                        200017786              4464394
Japan        GATEWAY HOME                                      200116406
Malaysia     GATEWAY 2000 WORD MARK                             MA587391              9105873
Malaysia     SOLO
Malaysia     GATEWAY 2000 COUNTRY                             MA/2341/98
Malaysia     GATEWAY (GREEN)                                 MA/10755/98
Malaysia     GATEWAYNET (DESIGN)                              2000/17549
Malaysia     GATEWAYNET (WORD MARK)                           2000/16891
Malaysia     YOUR:)WARE                                         03021/99
Malaysia     COW SPOTTED BOX                                 MA/10780/98
Malaysia     COW SPOTTED BOX                                 MA/10756/98
Malaysia     GATEWAY (GREEN BOX LEFT)                          MA1077998
Malaysia     GATEWAY (GREEN BOX LEFT)                           98/10758
Malaysia     GATEWAY (GREEN BOX ABOVE)                       MA/10757/98
Malaysia     GATEWAY (GREEN BOX ABOVE)                       MA/10778/98
Malaysia     CORRUGATED BOOTHS & DESIGN                        200004297
Malaysia     INTERIOR OF SILO WITH DESK AND CHAIRS             200004296
Malaysia     SILO & DESIGN                                     200004295
Malaysia     TRACTOR SEAT & DESIGN                             200004294
Malaysia     GATEWAY@WORK (& DESIGN)                          2000/01546
Malaysia     GATEWAY NEO                                        99/09801
Malaysia     GATEWAY (WORD MARK)                              2000/13911
Malaysia     GATEWAY PROFILE                                  2000/16890
Malaysia     GATEWAY COUNTRY                                  MA/2342/98
Malaysia     GATEWAY WORD MARK                                 200002208
Malaysia     BLACK AND WHITE SPOT DESIGN                        03022/99
Myanmar      BLACK AND WHITE SPOT DESIGN
Myanmar      GATEWAY WORD MARK
Myanmar      SOLO
Myanmar      GATEWAY (GREEN BOX ABOVE)
New Zealand  GATEWAY 2000 WORD MARK                               211842              B211842
New Zealand  BLACK AND WHITE SPOT DESIGN                          609267               609267
New Zealand  GATEWAY WORD MARK
New Zealand  GATEWAY 2000 STYLIZED                                244679               244679
New Zealand  GATEWAY (GREEN)                                      293342
New Zealand  GATEWAY (GREEN)                                      293343
New Zealand  GATEWAY (GREEN BOX ABOVE)                            293346               293346
New Zealand  GATEWAY (GREEN BOX ABOVE)                            293347               293347
New Zealand  GATEWAY (GREEN BOX LEFT)                             293348               293348
New Zealand  GATEWAY (GREEN BOX LEFT)                             293349               293349
New Zealand  GATEWAY COUNTRY (GREEN BOX ABOVE)
New Zealand  COW SPOTTED BOX                                      293344               293344
New Zealand  COW SPOTTED BOX                                      293345               293345
New Zealand  YOUR:)WARE                                           297882               297882
New Zealand  YOUR:)WARE                                           297883               297883
New Zealand  YOUR:)WARE                                           297884               297882


                                       32
<PAGE>
COUNTRY      TRADEMARK                                APPLICATION NUMBER  REGISTRATION NUMBER
-----------  ---------------------------------------  ------------------  -------------------
New Zealand  YOUR:)WARE                                           297885               297885
New Zealand  GATEWAY COUNTRY (GREEN BOX LEFT)
New Zealand  GATEWAYNET (WORD MARK)                               299129               299129
New Zealand  GATEWAYNET WELCOME TO YOUR WEB (DESIGN)              301503               301503
New Zealand  GATEWAYNET (DESIGN)                                  301504               301504
New Zealand  NET (DESIGN)                                         301505               301505
New Zealand  GATEWAY NEO                                          317079               317079
New Zealand  GATEWAY@WORK (& DESIGN)                              607888               607888
New Zealand  TRACTOR SEAT & DESIGN                                612163               612163
New Zealand  SILO & DESIGN                                        612164               612164
New Zealand  INTERIOR OF SILO WITH DESK AND CHAIRS                612165               612165
New Zealand  CORRUGATED BOOTHS & DESIGN                           612166               612166
Pakistan     GATEWAY NEO                                          158246
Singapore    GATEWAY SOLO                                     T01/07046E
Singapore    VIVITRON                                            S774794               774794
Singapore    GATEWAY 2000 WORD MARK                            S/7360/91              7360/91
Singapore    BLACK AND WHITE SPOT DESIGN                      T99/03474H
Singapore    GATEWAY WORD MARK                                 T9912855F
Singapore    SOLO                                             T01/07045G
Singapore    DESTINATION                                         S211495               211495
Singapore    PERFECT SCHOLAR                                    S1049797           T97/10497H
Singapore    GATEWAY (GREEN BOX ABOVE)                         T9910669B
Singapore    GATEWAY (GREEN BOX LEFT)                          T991067OF
Singapore    COW SPOTTED BOX                                   T9909692A
Singapore    YOUR:)WARE                                       T99/03473Z           T99/03473Z
Singapore    GATEWAY (WORD MARK)                              T00/17432A
Singapore    GATEWAY NEO                                      T99/11058D
Singapore    GATEWAY@WORK (& DESIGN)                           T0002390J
Singapore    TRACTOR SEAT & DESIGN                             T0005931Z
Singapore    SILO & DESIGN                                     T0005930A
Singapore    INTERIOR OF SILO WITH DESK AND CHAIRS             T0005929H
Singapore    CORRUGATED BOOTHS & DESIGN                        T0005928Z
Taiwan       GATEWAY 2000 WORD MARK                              8041208               577929
Taiwan       GATEWAY NEO                                        88044077               925040
Taiwan       BLACK AND WHITE SPOT DESIGN I                      88042276
Taiwan       GATEWAYNET (WORD MARK)                              8940768
Taiwan       GATEWAY WORD MARK                                  89040278
Thailand     BLACK AND WHITE SPOT DESIGN                          397039               114807
Thailand     SOLO                                                 454798
Thailand     GATEWAY 2000 STYLIZED                                326001
Thailand     GATEWAY 2000 STYLIZED                                313455              TM74637
Thailand     GATEWAY 2000 STYLIZED                                313448              TM74639
Thailand     GATEWAY 2000 STYLIZED                                313452              TM74638
Thailand     GATEWAY NEO
Viet Nam     BLACK AND WHITE SPOT DESIGN                    4-2001-00675
Viet Nam     GATEWAY WORD MARK                                     31360
Viet Nam     SOLO                                           4-2001-00673
Viet Nam     GATEWAY 2000 STYLIZED                                 31361
Viet Nam     GATEWAY (GREEN BOX ABOVE)                      4-2001-00674
Viet Nam     GATEWAY (WORD MARK)                            4-2001-00676
</TABLE>


                                       33
<PAGE>