PLEDGE AND SECURITY AGREEMENT
                          -----------------------------


     This  PLEDGE  AND SECURITY AGREEMENT ("Agreement"), dated as of October 11,
2000,  is  made  by  Robert  C. McShirley, an individual ("Debtor"), in favor of
VSource,  Inc.,  a  Nevada  corporation  ("Secured  Party").

          In  order  to  induce  Secured  Party  to  extend credit facilities to
Borrower  under  the Promissory Note of even date herewith (the "Note"), and for
other  good and valuable consideration, the receipt and adequacy of which hereby
are  acknowledged,  Debtor  agrees  as  follows:

     1.     Pledge  of  Collateral.  For  valuable  consideration, Debtor hereby
            ----------------------
pledges  to  Secured  Party, and grants to Secured Party a security interest in,
not  less  than  100,000  shares  of  Debtor's shares of Common Stock of Secured
Party,  the  certificates for which are listed in Exhibit A hereto, and all cash
and  non-cash  proceeds of all of the foregoing property and all rights, titles,
interests,  privileges  and references appertaining or incident to the foregoing
property  (collectively,  the  "collateral").

     2.     Indebtedness  Secured.  This  Agreement  and  the  security interest
            ---------------------
created  hereby  are  given  for  the  purpose  of  securing:  (a)  payment  and
performance  of  each  agreement  of  Debtor  contained  herein; (b) payment and
performance  of  all  indebtedness and obligations of Debtor under the Note; and
(c)  any  and all amendments, modifications, supplements, renewals or extensions
of  any  of  the foregoing, whether such amendments, modifications, supplements,
renewals or extensions are evidenced by new or additional instruments, documents
or  agreements or change the rate of interest on any indebtedness secured hereby
or the maturity thereof, or otherwise.  All indebtedness and obligations secured
hereby are hereinafter collectively referred to as the "indebtedness."  The term
"indebtedness"  shall  also  include,  without  limitation on the foregoing, all
interest that accrues on all or any part of the indebtedness after the filing of
any petition or pleading by or against Debtor for a proceeding under any chapter
or  provision  of  any  present  or  future  federal  bankruptcy  legislation or
amendments  thereto.

     3.     Representations  and  Warranties  of  Debtor.  Debtor  represents,
            --------------------------------------------
warrants and agrees that all existing and future collateral is and will be owned
by  Debtor  free  and  clear  of  all liens and rights of others, other than the
security  interest  created  under  this  Agreement.


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<PAGE>
     4.     Covenants  of  Debtor.  As  long  as any of the indebtedness remains
            ---------------------
owing  to  Secured  Party,  unless  Secured Party otherwise consents in writing:

               (a)     Debtor  shall  (i)  immediately  deliver  all  collateral

capable  of  delivery, whether now or hereafter held or acquired, to the Secured
Party  or  its  agent, (ii) at the request of Secured Party at any time and from
time  to  time,  execute all financing statements and other documents reasonably
deemed  necessary or advisable by Secured Party to create and perfect a security
interest  in,  or  otherwise relating to, the collateral, (iii) at its sole cost
and  expense,  defend any claims against the collateral or any action that might
affect  the  collateral  or any interests therein, (iv) do all acts which may be
necessary to preserve, process, develop, maintain and protect the collateral and
Debtor's  rights  and  interests therein, and (v) pay all taxes, assessments and
other charges imposed on or relating to the collateral, and all reasonable costs
and expenses, including reasonable attorneys' fees, incurred by Secured Party in
connection  with  the  enforcement  of  this  Agreement;  and

               (b)     Debtor  shall  not  (i) sell, assign, exchange, transfer,

encumber  or  otherwise  dispose  of,  or  contract  to  sell, assign, exchange,
transfer,  encumber  or  otherwise dispose of, any of the collateral or any part
thereof  or  any  interest  therein, (ii) abandon, alter, amend, cancel, modify,
release,  relinquish,  supplement, terminate or waive, or enter into or give any
agreement,  approval  or  consent  with respect to, any of the collateral or any
part  thereof  or any interest therein; or (iii) take any action with respect to
the  collateral  which  is  inconsistent with the provisions or purposes of this
Agreement or which would adversely affect the rights of Secured Party hereunder.

     5.     Possession  of  Collateral; Voting Rights.  Secured Party shall hold
            -----------------------------------------
the  share  certificate evidencing the collateral until the indebtedness is paid
in  full.  Debtor  shall  retain  any  rights  to vote the collateral; provided,
however,  upon  the  occurrence  of an Event of Default, Secured Party's nominee
shall  be  entitled  to  vote  the  collateral.

     6.     Action  by  Secured  Party.
            --------------------------


                                      -2-
<PAGE>
               (a)     In  the event that Debtor fails to perform any obligation

on  its  part to be performed hereunder, then Secured Party may, but without any
obligation  to  do  so  and without notice to or demand upon Debtor, perform the
same  and  take such other action as Secured Party may deem necessary to protect
the  collateral  or  its  security  interest therein, Secured Party being hereby
authorized  (without  limiting  the  general nature of the authority hereinabove
conferred)  to  pay, purchase, contest and compromise any encumbrance, charge or
lien  which  in  the reasonable judgment of Secured Party appears to be prior or
superior  to  its  security  interest,  and  in  exercising  any such powers and
authority  to  pay  necessary  expenses,  employ  counsel  and  pay  reasonable
attorneys'  fees.  Debtor  hereby agrees to repay immediately and without demand
all  reasonable  sums  so expended by Secured Party, together with interest from
the  date  of  expenditure  at  the  highest  legal  rate  ("Default  Rate").

               (b)     Secured Party shall be under no duty or obligation to (i)

preserve,  process,  develop,  maintain  or  protect  the  collateral  or any of
Debtor's  rights  or  interests  therein,  or  (ii)  make or give any notices of
default,  presentments,  demands  for  performance, notices of nonperformance or
dishonor, protests, notices of protest or notices of any other nature whatsoever
in connection with the collateral on behalf of Debtor or any other person having
any  interest  therein;  and  Secured  Party  does  not  assume and shall not be
obligated  to  perform  the  obligations  of Debtor, if any, with respect to the
collateral.  Secured  Party  may,  at  any  time  and from time to time, without
notice  or  demand  and  at  the expense of Debtor, make reasonable requests for
information  concerning  the  collateral  from  any  officer, director, agent or
employee  of  any  corporation,  governmental  agency  or  instrumentality.

     7.     Events  of  Default.  The  occurrence  of  any  one of the following
            -------------------
events  shall  constitute  an  Event  of  Default:

               (a)     the  occurrence of any Event of Default under the Note or
     any other documents  pertaining  thereto;  or

               (b)     any  failure by Debtor to observe or perform any covenant

or  agreement  contained  in this Agreement for more than five (5) calendar days
after  receipt  from  Secured  Party  of  notice  of  such  default;  or

               (c)     any  representation  or  warranty  made by Debtor in this

Agreement  shall  prove  to have been false or incorrect in any material respect
when  made.

     8.     Remedies  Upon  Default.
            -----------------------


                                      -3-
<PAGE>
               (a)     Upon  the  occurrence  and  during  the continuance of an

Event of Default, Secured Party shall have in any jurisdiction where enforcement
hereof  is  sought,  in  addition  to all other rights and remedies that Secured
Party  may  have  under  this Agreement and by law, all rights and remedies of a
secured  party  under  the Uniform Commercial Code and in addition the following
rights  and  remedies,  all  of  which  may be exercised with or without further
notice  to  Debtor:

                    (i)     to  renew, extend, modify, amend, accelerate, accept

partial  payments  on,  make  allowances  and adjustments and issue credits with
respect  to,  release,  settle,  compromise,  compound,  collect  or  otherwise
liquidate,  on  terms  acceptable  to  Secured  Party,  in whole or in part, the
collateral  and  any amounts owing thereon or any guaranty or security therefor;
to  enter  into any other agreement relating to or affecting the collateral; and
to give all consents, waivers and ratifications in respect of the collateral and
exercise  all  other  rights, powers and remedies and otherwise act with respect
thereto  as  if  it  were  the  owner  thereof;

                    (ii)     to  enforce  payment  and  prosecute  any action or

proceeding  with  respect to any and all of the collateral and take or bring, in
Secured  Party's  name  or  in  the name of Debtor, all steps, actions, suits or
proceedings  deemed by Secured Party necessary or desirable to effect collection
of  or  to  realize  upon  the  collateral;

                    (iii)     to  endorse,  in  the  name of Debtor, all checks,

notes, drafts, money orders, instruments and other evidences of payment relating
to  the  collateral;  to  transfer any or all of the collateral into the name of
Secured  Party  or  its nominee or nominees; and to receive, open and dispose of
all  mail  addressed  to  Debtor and notify the postal authorities to change the
address for delivery thereof to such address as Secured Party may designate; and

                    (iv)     to  foreclose  the  liens  and  security  interests

created  under  this  Agreement  or  under  any  other agreement relating to the
collateral  by  any available judicial procedure or without judicial process; to
sell, assign, lease, or otherwise dispose of the collateral or any part thereof,
either at public or private sale, in lots or in bulk, for cash, on credit or for
future  delivery,  or  otherwise, with or without representations or warranties,
and  upon  such  terms  as  shall  be  acceptable  to  Secured  Party;

all  at  Secured Party's sole option and as Secured Party in its sole discretion
may  deem  advisable.


                                      -4-
<PAGE>
               (b)     Secured  Party  shall  give  Debtor  at  least five days'

written  notice  of sale of all or any part of the collateral or of any proposal
by Secured Party to retain the collateral or any part thereof in satisfaction of
the  indebtedness.  Any  sale  of  the  collateral shall be held at such time or
times and at such place or places as Secured Party may determine in the exercise
of its sole discretion.  Secured Party may bid (which bid may be, in whole or in
part,  in  the  form  of  cancellation of indebtedness) for and purchase for the
account  of  Secured Party or any nominee of Secured Party the whole or any part
of the collateral.  Secured Party shall not be obligated to make any sale of the
collateral if it shall determine not to do so regardless of the fact that notice
of  sale  of  the  collateral  may  have been given.  Secured Party may, without
notice or publication, adjourn the sale from time to time by announcement at the
time  and  place  fixed  for sale, and such sale may, without further notice, be
made  at  the  time  and  place  to  which  the  same  was  so  adjourned.

               (c)     Secured  Party  may, in its sole and absolute discretion,

sell  all or any part of the collateral at private sale in such manner and under
such  circumstances  as  Secured  Party may deem necessary or advisable in order
that  the  sale  may  be  lawfully  conducted.  Without  limiting the foregoing,
Secured  Party may (i) approach and negotiate with a limited number of potential
purchasers,  and  (ii) restrict the prospective bidders or purchasers to persons
who  will  represent and agree that they are purchasing the collateral for their
own  account  for  investment  and not with a view to the distribution or resale
thereof.  In  the  event that any of the collateral is sold at private sale (and
with  the  requisite  notice to Debtor pursuant to Subsection (b) above), Debtor
agrees  that  if  the collateral is sold for a price which Secured Party in good
faith  believes  to  be  reasonable,  then  (A)  the  sale shall be deemed to be
commercially  reasonable  in all respects, (B) Debtor shall not be entitled to a
credit  against  the  indebtedness in an amount in excess of the sale price, and
(C)  Secured  Party  shall  incur  no  liability  or responsibility to Debtor in
connection  therewith,  notwithstanding  the  possibility  that  a substantially
higher  price  might  have  been  realized  at  a  public  sale.


                                      -5-
<PAGE>
               (d)     Debtor  hereby acknowledges and agrees that Secured Party

shall  not  be  limited  in  any  way  with  respect to the parties to which the
collateral  may  be  sold,  whether  at  a  public  or  private  sale.  Debtor
specifically  acknowledges  and  agrees  that  Secured  Party  may,  without any
liability  whatsoever  to  Debtor,  contact  one  or more competitors of Debtor,
regarding  a  sale  of  the  collateral,  and  Secured Party may sell all or any
portion  of  the  collateral  to  any  one  or more of such competitors or other
parties,  as  Secured Party deems appropriate in its capacity as a secured party
and  without  regard  to  the  impact  such  a  sale  may have on Debtor, or its
management  or  operations.

               (e)     Upon  consummation of any sale of the collateral, Secured

Party  shall  have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the collateral so sold.  Each such purchaser at any such sale
shall  hold  the  collateral sold absolutely free from any claim or right on the
part  of  Debtor,  and Debtor hereby waives (to the extent permitted by law) all
rights  of redemption, stay and appraisal which it now has or may at any time in
the  future  have  under  any  rule  of law or statute now existing or hereafter
enacted.  If  the sale of all or any part of the collateral is made on credit or
for future delivery, Secured Party shall not be required to apply any portion of
the  sale  price  to  the indebtedness until such amount is actually received by
Secured Party, and any collateral so sold may be retained by Secured Party until
the  sale price is paid in full by the purchaser or purchasers thereof.  Secured
Party  shall  not  incur  any liability in case any such purchaser or purchasers
shall  fail  to pay for the collateral so sold and, in case of any such failure,
the  collateral  may  be  sold  again  upon  like  notice.

               (f)     The  net  cash  proceeds  resulting  from the collection,

liquidation, sale, lease or other disposition of the collateral shall be applied
first,  to  the  reasonable  costs and expenses (including reasonable attorneys'
fees) of retaking, holding, storing, processing and preparing for sale, selling,
collecting,  liquidating  and  the  like;  second,  to  the  satisfaction of all
indebtedness  and obligations secured hereby in such order and manner as Secured
Party in its sole and absolute discretion may determine.  Debtor shall be liable
to  Secured  Party and shall pay to Secured Party on demand any deficiency which
may  remain  after  any such sale, disposition, collection or liquidation of the
collateral.


                                      -6-
<PAGE>
     9.     Rights  Independent.  The  security  interest  created  hereunder is
            -------------------
independent  of  any  other security for the indebtedness given by Debtor or any
other  person  or  any  guaranty, and upon the occurrence of an Event of Default
Secured  Party  may proceed in the enforcement hereof independently of any other
right  or  remedy  that  Secured  Party may at any time hold with respect to the
indebtedness or any other security or guaranty therefor.  Secured Party may file
a separate action or actions against Debtor hereunder, whether action is brought
and  prosecuted  with  respect  to any other security or any other person or any
guarantor,  or  whether  any other person or any guarantor is joined in any such
action  or  actions.  Debtor  waives  the  benefit of any statute of limitations
affecting its liability hereunder or the enforcement of the indebtedness secured
hereby.  Secured  Party's  rights hereunder shall be reinstated and revived, and
the  enforceability of this Agreement shall continue, with respect to any amount
at  any  time  paid  on  account  of  the indebtedness which shall thereafter be
required  to  be  restored  or  returned  by  Secured Party upon the bankruptcy,
insolvency, or reorganization of Debtor, or otherwise, all as though such amount
had  not  been  paid.  The  security  interest  created  hereunder  and  the
enforceability  of  this Agreement shall at all times remain effective to secure
the  full  amount  of all indebtedness, including without limitation interest at
the  Default Rate, even though the indebtedness or any part thereof or any other
security  or  guaranty  therefor  may  be  or  may  hereafter  become invalid or
otherwise  unenforceable  against  Debtor or any other party, and whether or not
Debtor  shall  have  any personal liability with respect thereto.  Debtor waives
notice  of default, presentment, demand for payment, protest, notice of protest,
notice  of nonpayment or dishonor, and all other notices and demands of any kind
whatsoever;  and Debtor consents and agrees that Secured Party may, from time to
time,  without  notice  or  demand  and  without affecting the enforceability or
security  hereof:  (a)  take,  alter, enforce or release any additional security
for  the  indebtedness;  or  (b)  release  or substitute any guarantors or other
parties  obligated  with  respect  to  the  indebtedness.


                                      -7-
<PAGE>
     10.     Attorney-in-Fact.  Debtor  hereby  nominates  and  appoints Secured
             ----------------
Party  as  attorney-in-fact for the following purposes and to perform any of the
following  powers,  which are coupled with an interest and are irrevocable until
termination  of  this  Agreement:  (a) to do all acts and things and execute all
documents  which  Secured  Party  may deem necessary or advisable to perfect and
continue perfected the security interest created by this Agreement, to preserve,
process,  develop, maintain and protect the collateral and the value thereof and
Secured  Party's  interest  therein,  and  to  enable Secured Party to preserve,
protect  or  exercise  any  or  all of the rights, powers or remedies granted to
Secured  Party  under  this  Agreement  or  to  which Secured Party is otherwise
entitled  under  applicable  law;  (b)  to  do any and every act which Debtor is
obligated to do under this Agreement; (c) to prepare, sign, file and record, for
Debtor  in  Debtor's  name, any financing statement covering the collateral; and
(d)  upon  the occurrence and during the continuance of any Event of Default, to
endorse  and  transfer  the collateral upon foreclosure; provided, however, that
                                                         --------
Secured  Party  shall  be  under  no  obligation  whatsoever  to take any of the
foregoing  actions,  and Secured Party shall have no liability or responsibility
for  any  act  or  omission taken with respect thereto.  Debtor hereby agrees to
repay  immediately and without demand all reasonable costs and expenses incurred
or expended by Secured Party in exercising any rights or taking any action under
this Section, together with interest from the date of expenditure at the Default
Rate.

     11.     Amendments;  Waivers.  Neither  this  Agreement  nor  any provision
             --------------------
hereof may be amended, modified, waived, discharged or terminated nor may any of
the  collateral be released except by an instrument in writing duly signed by or
on  behalf  of  Secured  Party  and  Debtor.  No failure or delay on the part of
Secured  Party in exercising any right, power or remedy may be, or may be deemed
to  be,  a  waiver thereof; nor may any single or partial exercise of any right,
power  or  remedy preclude any other or further exercise thereof or the exercise
of  any other right, power or remedy hereunder.  Debtor warrants and agrees that
each  of  the  waivers  set  forth in this Agreement are made with Debtor's full
knowledge  of  their  significance  and  consequences,  and  that  under  the
circumstances,  the  waivers are reasonable and not contrary to public policy or
law.  If any of such waivers are determined to be contrary to any applicable law
or  public  policy,  such  waivers shall be effective only to the maximum extent
permitted  by  law.

     12.     Cumulative  Remedies.  The  rights,  powers and remedies of Secured
             --------------------
Party  hereunder  are  cumulative and not exclusive of any other right, power or
remedy  which  it  would  otherwise  have.

     13.     Costs and Expenses in Enforcement.  Debtor agrees to pay to Secured
             ---------------------------------
Party all reasonable advances, charges, costs and expenses, including reasonable
attorneys'  fees,  incurred  or  paid  by Secured Party in exercising any right,
power  or  remedy  conferred  by  this  Agreement, or in the enforcement hereof,
regardless  of  whether  an  action  is  filed  hereon.


                                      -8-
<PAGE>
     14.     Notices.  All  notices,  requests,  demands,  directions  and other
             -------
communications  provided for hereunder must be in writing and must be personally
delivered  or  mailed  to  the appropriate party at the address set forth on the
signature  pages  of this Agreement or, as to any party, at any other address as
may  be  designated  by  it  in  a  written  notice sent to all other parties in
accordance  with  this Section.  Any notice, request, demand, direction or other
communication  given  by mail will be deemed effective on the third calendar day
after  deposited in the United States mails with first class postage prepaid; or
if  given  by  personal  delivery,  when  delivered.

     15.     Further  Assurances.  Debtor  agrees  to  do  such further acts and
             -------------------
things,  and  to  execute  and deliver such additional conveyances, assignments,
agreements,  documents  and  instruments  as  Secured  Party  may  at  any  time
reasonably  request in connection with the administration or enforcement of this
Agreement or related to the collateral or any part thereof or in order to better
assure and confirm unto Secured Party its rights, powers and remedies hereunder.
Debtor  hereby  consents  and  agrees that the trustee for any of the collateral
shall  be  entitled  to  accept  the  provisions of this Agreement as conclusive
evidence  of  the  right of Secured Party to effect any transfer or exercise any
right  hereunder,  notwithstanding any other notice or direction to the contrary
heretofore  or  hereafter given by Secured Party or any other person to any such
trustee.

     16.     Binding  Agreement.  This  Agreement  and  the terms, covenants and
             ------------------
conditions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that Debtor shall not
be permitted to transfer, convey or assign this Agreement or any interest herein
without  the  prior  written consent of Secured Party.  Secured Party may assign
its  interest  hereunder  or  in  the  collateral  in whole or in part.  Without
limiting  the  foregoing,  Debtor  hereby  consents to the assignment by Secured
Party  of all or any portion of its rights under this Agreement and all notices,
agreements  and  other  documents which are secured hereby or referenced herein.
Debtor  acknowledges  and  agrees that any and all rights of Secured Party under
this  Agreement  may be exercised from time to time by any assignee or successor
of Secured Party.  Debtor agrees that any assignee's rights shall be free of all
defenses, set-offs or counterclaims which Debtor may have against Secured Party.


                                      -9-
<PAGE>
     17.     Severability.  In  case  any lien, security interest or other right
             ------------
of  Secured  Party  shall  be held to be invalid, illegal or unenforceable, such
invalidity,  illegality  or  unenforceability  shall  not affect any other lien,
security  interest  or  other  right  granted  hereby.

     18.     Miscellaneous.  All words used herein in the plural shall be deemed
             -------------
to  have  been  used  in the singular, and all words used herein in the singular
shall  be  deemed  to  have  been  used  in  the  plural,  where the context and
construction  so  require.  Section  headings in this Agreement are included for
convenience of reference only and are not a part of this Agreement for any other
purpose.  Time is of the essence with respect to each provision of this Security
Agreement.  As  used  herein  the  term  "Debtor" shall include any successor to
Debtor,  including  without  limitation  any  successor  by  merger.

     19.     Governing  Law.  This Agreement shall be governed by, and construed
             --------------
and  enforced  in  accordance  with,  the  laws  of  the  State  of  California.
Notwithstanding  the  above,  in  the event that any law or laws of the State of
California  shall  require  or  otherwise  dictate  that  the  laws of any other
jurisdiction  be  applied  in  any proceeding involving this Agreement, such law
shall  be  disregarded  with  the result that the remaining laws of the State of
California  shall  be  applied  to  such  proceeding.


                                      -10-
<PAGE>
     IN  WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement to
be  duly  executed  as  of  October  11,  2000.


                                             "Debtor"


                                             /s/  Robert  C.  McShirley
                                             --------------------------
                                             ROBERT  C.  MCSHIRLEY

                                             Address:
                                             -------

                                             ___________________________
                                             ___________________________


                                             "Secured  Party"


                                             VSOURCE,  INC.


                                             By:  /s/  Sandford  T.  Waddell
                                                ----------------------------
                                             Name:  Sandford  T.  Waddell
                                             Title:  Chief Financial Officer

                                             Address:
                                             -------

                                             5740 Ralston Street, Suite 110
                                             Ventura,  California  93003


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<PAGE>