PROMISSORY NOTE
                                 ---------------



US$124,000.00
                                                              September 18, 2000

          FOR  VALUE  RECEIVED,  the  undersigned,  SANDFORD  T.  WADDELL,  an
individual  (the  "Borrower"),  hereby  promises to pay to the order of VSOURCE,
INC.,  a  Nevada  corporation  (the  "Lender"), or its assigns (individually and
collectively,  the "Holder," at the office of the Lender located at 5740 Ralston
Street,  Suite  110,  Ventura, California 93003 the principal sum of One Hundred
Twenty  Four  Thousand UNITED STATES DOLLARS (US$124,000.00) (or so much thereof
as shall remain outstanding) on September 17, 2003 (the "Maturity Date"), unless
due  earlier  pursuant  to the terms hereof.  Subject to modification, this Note
shall  bear  interest from the date hereof on the unpaid principal amount hereof
from  time  to  time outstanding at a rate of eight percent (8%) per annum (such
rate,  as  increased  as provided in this Note, the "Interest Rate").  "Business
Day"  shall  mean  any  day,  except  a  Saturday,  Sunday or other day or which
commercial  banks  in  the  State of Nevada are authorized or required by law to
close.

          Interest shall be computed on this Note on the basis of a 360-day year
consisting  of  twelve 30-day months and on the actual number of days elapsed in
any  period including the date hereof.  Any principal or interest payment due on
this  Note  which is not paid when due, whether at stated maturity, by notice of
acceleration  or  otherwise,  shall  bear interest (calculated in the manner set
forth  above)  at  a  rate  equal  to  the  then-current  Interest  Rate plus an
additional  five  percent  (5%)  per  annum.

          The  outstanding  principal balance of this Note together with accrued
and  unpaid  interest  hereunder  shall be due and payable on the Maturity Date;
provided,  however,  if  the Borrower voluntarily terminates his employment with
the  Lender  or  the  Lender  terminates the Borrower for cause, the outstanding
principal  balance  of  this  Note  together  with  accrued  and unpaid interest
hereunder shall be due and payable not later than 90 days after such termination
of  employment;  provided further, however, the outstanding principal balance of
this  Note  together with accrued and unpaid interest hereunder shall be due and
payable  upon  30  days after the later of (a) receipt of written notice thereof
from  the  Lender  after  January  31,  2001  or  (b)  the  effectiveness of the
registration  statement  covering  the  Lender's  securities.

          This  Note  is  secured  by, and entitled to the benefits provided in,
that  certain  Pledge and Security Agreement by and between the Borrower and the
Lender  dated  as  of  September  18,  2000.


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          The  Borrower may, from time to time, prepay this Note, in whole or in
part.  Any  such  optional  prepayment  of principal shall be without premium or
penalty.  Each prepayment of principal shall be accompanied by all interest then
accrued  and unpaid on the principal so prepaid.  Any principal prepaid shall be
in  addition  to, and not in lieu of, all payments otherwise required to be paid
under  this  Note  at  the  time  of  such  prepayment.

          Payments of principal, premium (if any) and interest are to be made in
lawful  money  of  the  United  States  of  America.

          The  Borrower  and  all other parties whatsoever liable for payment of
any  amounts  due  or  to  become due under the terms of this Note, hereby waive
presentment  for  payment,  protest and demand, any notice of protest or demand,
and  any  other  indulgences  or  forbearances  of  any  kind  whatsoever.

          Subject  to  compliance  with  applicable federal and state securities
laws, the Holder may sell, assign and otherwise transfer all or portions of, and
participations  in,  the  Holder's interest in this Note from time to time.  The
Borrower  hereby  agrees  to  execute  and deliver to the Holder such documents,
interests  and  agreements as Holder deems necessary or desirable to effect such
transfer.  Upon  surrender  of  this  Note  for  registration  of  transfer  or
assignment, duly endorsed, or accompanied by a written instrument of transfer or
assignment  duly  executed  by  the  registered  Holder  hereof or such Holder's
attorney  duly authorized in writing, one or more new Notes for a like principal
amount  will  be  issued to, and, at the option of the Holder, registered in the
name  of, the transferee(s) or assignee(s).  The Borrower shall treat the person
who  holds  this  Note  as  the  owner  hereof  for  all  purposes  whatsoever.

          The  Borrower  may  not  assign  its  rights  or obligations hereunder
without  the  prior  written  consent  of  Holder.  Holder may assign all or any
portion  of  this  Note  without the prior consent of the Borrower in compliance
with  applicable federal and state securities laws.  Holder may sell or agree to
sell  to  one or more other persons a participation in all or any part of any of
this  Note  without  the  prior consent of the Borrower.  Upon surrender of this
Note,  the  Borrower  shall  execute and deliver one or more substitute notes in
such  denominations  and  of  a like aggregate unpaid principal amount issued to
Holder  and/or  to  Holder's  designated  transferee  or  transferees.


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          This Note is governed by and shall be construed in accordance with the
laws  of  the  State  of  Nevada.


                                            /s/  Sandford  T.  Waddell
                                            --------------------------
                                            SANDFORD T. WADDELL, an individual


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