**Exhibit 99.2**

**Vsource****®****AnnouncesResults forThird Quarter, First Nine Months of Fiscal 2004;Change of Directors**

**LA JOLLA, Calif. -- December 10, 2003**- Vsource, Inc. (OTCBB:**VSCE**), an innovative leader inproviding customized global business process outsourcing (BPO) services to clients worldwide, today announced its financial results for its third quarter and first nine months of its fiscal yearending January 31, 2004 (fiscal 2004).

Revenue for the quarter ended October 31, 2003 totaled $4.73 million, compared to $6.04 million for the same prior year period. The company reported a net lossavailable to common shareholders of $7.80 million or $3.97 per basic share for the third quarter. Net loss available to common shareholders during the period included a non-cash charge of $3.03million from deemed non-cash dividends to preferred shareholders and one-time charges of $1.47 million for expenses related to the company's termination of its merger with TEAM America, Inc., and$0.68 million for accounts receivable due from Team America that were written off as a result of Team America's Chapter 11 proceedings. Excluding the deemed non-cash dividend and the one-timecharges, Vsource's net loss was $2.62 million in the third quarter of fiscal 2004. The company recorded a deemed dividend credit arising from the conversion of preferred stock to another class ofpreferred stock in the third quarter ended October 31, 2002, when it reported a net loss available to common shareholders of $1.60 million or $0.91per basic share.

Revenue for the first nine months of fiscal 2004 totaled $14.26 million, compared to $21.04 million for the same prior year period. The company reported a net lossavailable to common shareholders of $16.55 million or $8.75 per basic share for the first nine months of fiscal 2004. Net loss available to common shareholders during the period included non-cashcharges of $8.66 million from deemed non-cash dividends to preferred shareholders, $0.09 million from amortization of stock-based compensation expenses. Excluding the deemed non-cash dividend andone-time Team America-related charges, Vsource's net loss was $5.74 million for the first nine months of fiscal 2004. The company recorded a deemed dividend credit arising from the conversion ofpreferred stock to another class of preferred stock in the same prior year period when it reported a net loss available to common shareholders of $3.64 million or $2.11 per basicshare.

The Company's earnings before interest, taxes, depreciation and amortization, adjusted to exclude non-cash expenses ("Adjusted EBITDA"), were a loss of $4.25million for the quarter ended October 31, 2003, compared with Adjusted EBITDA loss of $0.38 million, adjusted to exclude non-cash stock-based compensation charges of $0.06 million and non-cash losson extinguishment of debt of $6.70 million, for the same prior year period. For the first nine months of fiscal 2004, Adjusted EBITDA were a loss of $6.16 million, adjusted to exclude non-cash stockcompensation charges of $0.09 million, compared with Adjusted EBITDA of $0.54 million, adjusted to exclude non-cash stock compensation charges of $0.09 million and loss on extinguishment of debt of$6.70 million, for the same prior year period. Adjusted EBITDA represents a non-GAAP (Generally Accepted Accounting Principles) financial measure. A table reconciling this measure to the appropriateGAAP measure is included in the notes to the consolidated financial statements included in this release. Net cash as of October 31, 2003 totaled $5.12 million, compared to $12.71 million as ofOctober 31, 2002 and $11.15 million as of January 31, 2003.

Commenting on third quarter results, Vsource Chairman and Chief Executive Officer, Phil Kelly said, "Clearly the termination of the Team America merger was asignificant set-back for Vsource in the third quarter. We committed significant efforts and resources to the merger. While our inability to complete it arose from events that were beyond our control,it nevertheless did slow us down. In addition to the negative impact on our financial performance due to the resulting one-time charges, it caused short-term disruption in our efforts to build up ourdelivery of our Human Capital Management (HCM) services. Despite this, we are forging ahead with our plans to make a January 2004 large-scale launch of our HCM solutions to serve small and mid-marketbusinesses in the U.S."

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"In our core BPO solutions, our sales efforts continue to gain momentum with the addition of two significant contracts with new Fortune 500 clients signed in Augustand October, respectively. We added two new facilities to our expanding network of Centers of Excellence to support these clients and other newly acquired clients. The Taipei, Taiwan facility is ourthird Center of Excellence in the Asia Pacific region designed to support a global insurance provider in the Taiwan market. Tomorrow, we will be dedicating our fourth Center of Excellence, located atthe Cyberjaya technology park in Malaysia. This fourth Center of Excellence will focus on global human resource solutions to clients worldwide. We are committed to growing our Centers of Excellenceto enhance our unique operating platform for the delivery of BPO services to clients globally. In addition, during the third quarter, we achieved many significant milestones as we continued to buildout our infrastructure and continued to successfully implement and deliver on our client contracts.

Vsource's results for the three months and nine months ended October 31, 2003 included $0.34 million and $0.67 million, respectively of revenues generated from aservices contract with TEAM America, Inc. On September 26, 2003, Vsource announced that it had terminated the Merger Agreement, dated as of June 12, 2003, by and among Vsource, TEAM America, Inc. andBeaker Acquisition Co., Inc., due to the breach by TEAM America of various representations, warranties, covenants and agreements set forth in the merger agreement and the occurrence of a materialadverse effect on TEAM America.

In addition, Vsource today announced that Bruno Seghin, a member of its Board of Directors, had resigned with effect from December 9, 2003, and Luc Villette hadbeen elected by Vsource's Board of Directors to fill the vacant seat with effect from the same date. Mr. Seghin, who had served as a Director since October 2002, had been nominated to the Board byCapital International Asia CDPQ, Inc. ("CDP") pursuant to the terms of a Stockholders Agreement dated as of October 25, 2002 between Vsource and the stockholders party thereto (the "StockholdersAgreement"), and CDP subsequently nominated Mr. Villette to fill the seat vacated by Mr. Seghin.

Based in Hong Kong, Mr. Villette, aged 55, is the Managing Director of AlterAsiA Limited, a company that provides investment advisory services to institutionalclients. Since 1998, he has worked for CDPQ, the largest Canadian Pension Fund, serving as Managing Director of several of their affiliates involved in private equity investments in Asia. Prior tothat, he was the Chief Operating Officer of Archon Group (France), a Goldman Sachs subsidiary involved in the acquisition and the work-out of distressed real estate loans portfolios. From 1987 to1993, he was the Chief Financial Officer of Pargesa Holdings and Parfinance, which were companies listed in Geneva and Paris, respectively, and both affiliates of Power Corporation ofCanada.

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**Vsource, Inc.**
**Consolidated Statements of Income**
**(in thousands, except per share data)**
|                                                                                                                   |                                                        | Three months ended October 31, | Nine months ended October 31, |
|-------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------------------------------|-------------------------------|
|                                                                                                                   |                                                        | 2003                           | 2002                          | 2003 | 2002 |
|                                                                                                                   |                                                        |                                |                               |  |  |
| Revenue                                                                                                           | $4,730                                                 | $6,043                         | $14,264                       | $21,040 |
| Operating Expenses                                                                                                |                                                        |                                |                               |  |
|                                                                                                                   | Cost of revenue                                        | 3,334                          | 3,314                         | 8,571 | 10,537 |
|                                                                                                                   | Selling, general and administrative                    | 4,700                          | 3,926                         | 12,051 | 11,892 |
|                                                                                                                   | Amortization of stock-based compensation expense       | -                              | 57                            | 94 | 907 |
|                                                                                                                   | Write-off of merger-related expenses                   | 1,467                          | -                             | 1,467 | - |
|                                                                                                                   | Insurance proceeds in respect of loss on inventory     | -                              | -                             | - | (464) |
|                                                                                                                   | Loss on extinguishment of debt                         | -                              | 6,703                         | - | 6,703 |
|                                                                                                                   | Total expenses                                         | 9,501                          | 14,000                        | 22,183 | 29,575 |
| Operating loss                                                                                                    | (4,771)                                                | (7,957)                        | (7,919)                       | (8,535) |
|                                                                                                                   | Non-cash beneficial conversion feature expense (1)     | -                              | (587)                         | - | (1,717) |
|                                                                                                                   | Other interest income (expense)                        | 5                              | (191)                         | 31 | (528) |
| Net loss                                                                                                          | (4,766)                                                | (8,735)                        | (7,888)                       | (10,780) |
|                                                                                                                   | Non-cash deemed dividend to preferred shareholders (2) | (3,029)                        | 7,136                         | (8,664) | 7,136 |
| Net loss available to common shareholders                                                                         | (7,795)                                                | (1,599)                        | (16,552)                      | (3,644) |
| Basic and diluted net loss per share available to common shareholders                                             | (3.97)                                                 | (0.91)                         | (8.75)                        | (2.11) |
| Weighted average number of common shares outstanding                                                              |                                                        |                                |                               |  |
|                                                                                                                   | Basic and diluted (3)                                  | 1,964                          | 1,749                         | 1,892 | 1,725 |
| Earnings before interest, taxes, depreciation ∓ amortization excluding non-cash stock compensation expense (4) | (4,249)                                                | (382)                          | (6,155)                       | 1,353 |
|                                                                                                                   | Adjusted EBITDA margin (5)                             | -89.8%                         | -6.3%                         | -43.2% | 2.6% |
|                                                                                                                   |                                                        |                                |                               |  |  |

| (1) | Non-cash beneficial conversion feature charges associated with the issuance of convertible debt                                                                                                                                                                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Non-cash deemed dividend for preferred shareholders associated with the amortization of beneficial conversion feature and accretion of redemption value of Series 4-A convertiblepreferred stock and; associated with reversal of beneficial conversion feature originally recognized on Series 2-A convertible preferred stock and warrants upon exchange for Series 4-A convertiblepreferred stock |
| (3) | Excludes common shares outstanding on an "as converted basis" totaling 20.3 million in aggregate associated with preferred stock, warrants and vested employee optionsoutstanding                                                                                                                                                                                                                    |
| (4) | Reconciliation of Net loss to Adjusted EBITDA                                                                                                                                                                                                                                                                                                                                                        |

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|  |                                                  | Three months ended October 31, | Nine months ended October 31, |
|--|--------------------------------------------------|--------------------------------|-------------------------------|
|  |                                                  | 2003                           | 2002                          | 2003 | 2002 |
|  |                                                  |                                |                               |  |  |
|  | Net loss                                         | $(4,766)                       | $(8,735)                      | $(7,888) | $(10,780) |
|  | Add:                                             |                                |                               |  |  |
|  | Non-cash beneficial conversion feature expense   | -                              | 587                           | - | 1,717 |
|  | Other interest (income) expense                  | (5)                            | 191                           | (31) | (528) |
|  | Depreciation and amortization                    | 522                            | 815                           | 1,670 | 2,278 |
|  | Amortization of stock-based compensation expense | -                              | 57                            | 94 | 907 |
|  | Loss on extinguishment of debt                   | -                              | 6,703                         | - | 6,703 |
|  | Adjusted EBITDA                                  | $(4,249)                       | $(382)                        | $(6,155) | $1,353 |

| (5) | Adjusted EBITDA margin is Adjusted EBITDA divided by Revenue |
|-----|--------------------------------------------------------------|

**Vsource, Inc.**
**Consolidated Balance Sheets**
**(in thousands)**
|                                                                       |                           | October 31, 2003 | January 31, 2003 |
|-----------------------------------------------------------------------|---------------------------|------------------|------------------|
| Assets                                                                |                           |                  |
| Current assets:                                                       |                           |                  |
|                                                                       | Cash                      | $5,118           | $11,152          |
|                                                                       | Restricted cash           | 150              | 150              |
|                                                                       | Accounts receivable, net  | 1,692            | 1,522            |
|                                                                       | Inventories               | 276              | 490              |
|                                                                       | Prepaid expenses          | 270              | 337              |
|                                                                       | Other current assets      | 1,608            | 1,262            |
|                                                                       | Total current assets      | 9,114            | 14,913           |
| Property and equipment, net                                           | 4,373                     | 4,974            |
| Restricted cash, non-current                                          | 500                       | 250              |
| Total assets                                                          | $13,987                   | $20,137          |
|                                                                       |                           |                  |                  |
| Liabilities, Preferred stock and Shareholders' (deficit) equity       |                           |                  |
| Current liabilities:                                                  |                           |                  |
|                                                                       | Accounts payable          | $1,853           | $1,134           |
|                                                                       | Accrued expenses          | 5,187            | 3,333            |
|                                                                       | Advance from customers    | 1,206            | 1,229            |
|                                                                       | Total current liabilities | 8,246            | 5,696            |
| Advance from customer, non-current                                    | -                         | 900              |
| Preferred stock                                                       | 16,134                    | 8,096            |
| Shareholders' (deficit) equity                                        | (10,393)                  | 5,445            |
| Total Liabilities, Preferred stock and Shareholders' (deficit) equity | $13,987                   | $20,137          |

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**Non-GAAP Financial Measures**

This release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, Vsource has provided reconciliation within this release of the non-GAAP financial measures to themost directly comparable GAAP financial measures. Adjusted EBITDA has been presented in this release in order to assist in the analysis of the operating profitability of the company because thecompany believes this form of measurement eliminates the effects of non-cash charges such as beneficial conversion feature expense, stock-based compensation and depreciation and amortization.Management reviews this form of measurement monthly. Vsource has consistently provided this measurement in previous releases and therefore has provided a consistent basis for comparison betweenquarters, which the company believes is useful to investors and other interested persons.

**About Vsource**

Vsource, Inc., headquartered in La Jolla, Calif., provides customized global business process outsourcing (BPO) services to clients worldwide. Under Vsource Client Outsourcing Solutions (COS),Vsource delivers superior BPO solutions to Fortune 500 and Global 500 organizations. Vsource COS include: Human Resource Solutions, Warranty Solutions, Sales Solutions, and Vsource FoundationSolutionsTM, which include Customer Relationship Management (CRM), Financial Services, Travel and Expense Claims, and Supply Chain Management (SCM). Under Vsource Humans Capital Management(HCM) solutions, Vsource delivers Fortune 500 reliability to small and medium-sized businesses in the U.S. HCM solutions include: HR Management, Health & Welfare, Administrative Services, and RiskManagement. For more information, log on to: http://www.vsource.com.

For more information, visit the Vsource Web site: http://www.vsource.com.

**Forward Looking Statements:** Some of the statements in this release and other oral and written statements made by us from time to time to the public constituteforward-looking statements. These forward-looking statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actualresults to differ materially from those described in the forward-looking statements. These forward-looking statements include, without limitation, statements with respect to anticipated futureoperating and financial performance, introduction of services and growth opportunities expected or anticipated to be realized by management. Vsource disclaims any obligation to update or revise anyforward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Factors that could cause or contribute to such differences include, but are notlimited to, reliance on one client and the expectation that revenues from this client will decline significantly, a potential requirement to redeem our Series 4-A convertible preferred stock if wefail to meet certain conditions by March 31, 2006, our limited experience in the business process outsourcing business, the new and unproven market for business process outsourcing services in theAsia-Pacific region, long cycles for sales of our solutions, complexities involved in implementing and integrating our services, fluctuations in revenues and operating results, economic andinfrastructure disruptions, dependence on a small number of vendors and service providers, litigation, and competition. Other factors that may affect these statements are identified in our previousfilings with the Securities and Exchange Commission.

*Vsource is a registered trademark of Vsource, Inc. vMarketing and Vsource Foundation Solutions are trademarks of Vsource, Inc.*

*Fortune, Fortune 500 and Global 500 are registered trademarks of Time Inc. Vsource disclaims any proprietary interest in the marks and names of others.*

Vsource Media Relations Contact:

Cindy KimDirect: 858.456.4871Mobile: 619.708.5277Cindy_Kim@vsource.com

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