<PAGE>
                                                                     EXHIBIT 4.9



THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (THE "1933 ACT") OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH
SECURITIES AND IN COMPLIANCE WITH SUCH STATE LAWS OR IF THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO
THE COMPANY, STATING THAT SUCH SALE, TRANSFER. ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933
ACT AND SUCH APPLICABLE STATE LAWS.


                      SERIES A CONVERTIBLE PROMISSORY NOTE

US$1,000,000
Principal Amount                                                 June 25, 2001

     Vsource, Inc., a Delaware corporation (the "Company"), for value received,
hereby promises to pay to the order of BAPEF Investments XII, Ltd. or its
registered permitted assigns ("Holder") on June 30, 2003 or when sooner declared
due and payable in accordance with the Purchase Agreement (the "Maturity Date")
the sum of US$1,000,000 (the "Principal Amount"), unless this Note is repaid or
converted before that date pursuant to the terms hereunder or under the Purchase
Agreement. Interest shall accrue on the outstanding Principal Amount at the rate
of 10% per annum (compounded quarterly) from the date hereof and is due and
payable on the Maturity Date unless this Note is repaid or converted before that
date pursuant to the terms hereunder. Payment shall be made at the registered
address of the Holder appearing in the records of the Company. This Note is one
of the Notes issued pursuant to a Convertible Note Purchase Agreement dated June
25, 2001 among the Company, the Guarantors and the Purchasers named therein (the
"Purchase Agreement"). Any terms not defined in this Note shall have the meaning
set forth in the Purchase Agreement unless otherwise indicated.


     1. Guarantee. The Holder is entitled to the benefits of the Guarantee set
forth in the Purchase Agreement.


     2. Subordination. The right of the Holder to seek payment of this Note
(other than through conversion) is subordinated as provided in the Purchase
Agreement.


     3. Prepayment. This Note shall not be prepayable except upon the written
consent of the holders of 75% of the aggregate principal amount of the Notes
then outstanding. As a condition to any prepayment, the Company must give
Holder an irrevocable written notice of its intention to prepay at least 30 days
prior to prepayment, deposit good funds in a segregated account for the benefit
of Holder in an amount sufficient to make the prepayment and allow Holder to
exercise its conversion rights under this Note.


<PAGE>
4. Voluntary and Automatic Conversions.

          (a) Voluntary Conversion. At any time while this Note is outstanding,
Holder may, at the Holder's option, convert this Note including accrued interest
thereon to the date of conversion, in accordance with the provisions of
paragraph (b) below hereof, in whole, into validly issued, fully-paid and
nonassessable shares of Series 3-A Preferred Stock. The number of shares of
Series 3-A Preferred Stock into which this Note may be converted shall be
determined by dividing the outstanding principal amount of the Note together
with accrued interest, if any, to the date of conversion ("Note Amount") by $60
("Conversion Price"), it being the intention of the parties that the aggregate
Original Issue Price (as defined in the Certificate of Designation for the
Series 3-A Preferred Stock) for all shares of Series 3-A Preferred Stock issued
upon conversion of this Note shall be equal to the Note Amount.

          (b) Notice of Voluntary Conversion. If Holder elects to convert this
Note pursuant to Section 4(a), the Holder shall submit an executed Notice of
Election in the form of Exhibit A hereto and surrender this Note at the office
of the Company. The Company shall, as soon as practicable (but within three
business days) thereafter, issue and deliver (by overnight courier) to the
Holder of this Note a certificate (or certificates in such denomination as are
requested) for the number of Exchange Shares to which the Holder of this Note
shall be entitled, together with any other securities and property to which the
Holder is entitled upon such conversion under the terms of this Note. Such
conversion shall be deemed to have been made and the Exchange Shares so issuable
shall be deemed to have been issued and outstanding immediately prior to the
close of business on the date of the surrender of this Note and the delivery of
an executed Notice of Election, and the person or persons entitled to receive
the Exchange Shares issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Exchange Shares as of such
date.

          (c) Automatic Conversion. This Note shall automatically be converted
into such number of shares of Series 3-A Preferred Stock as is determined by
dividing the Note Amount by the Conversion Price upon the date specified by a
written notice ("Automatic Election Notice") delivered to the Company by the
holders of not less than 75% of the sum of the then outstanding aggregate
principal amount of the Notes and the aggregate Original Issue Price of the then
outstanding Series 3-A Preferred Stock. The Automatic Election Notice shall be
delivered to the Company not less than ten (10) business days prior to the
specified date of effectiveness of the automatic conversion. Within three (3)
business days following the receipt of the Automatic Election Notice, the
Company shall provide written notice of the occurrence of such election to all
holders of the Notes and record holders of Series 3-A Preferred Stock (if any).
Such notice shall state the specified date of such automatic conversion and
shall call upon each holder of the Notes to surrender such Notes at the office
of the Company. The Company shall, as soon as practicable (but within three
business days) upon receipt of such surrendered Notes, issue and deliver (by
overnight

                                      -2-
<PAGE>
     Courier) to each transmitting holder a certificate (or certificates in such
     denominations as are requested) for the number of Exchange Shares to which
     each such holder shall be entitled, together with any other securities and
     property to which each such holder is entitled upon such conversion under
     the terms of such surrendered Note. Such automatic conversion shall be
     deemed to have been made and the Exchange Shares so issuable shall be
     deemed to have been issued and outstanding on the date of such automatic
     conversion, and the person or persons entitled to receive the Exchange
     Shares issuable upon such conversion shall be treated for all purposes as
     the record holder or holders of such Exchange Shares as of such date,
     regardless of whether the Holder has surrendered this Note for conversion.

          (d) Mechanics and Effect of Conversion. No fractional shares shall be
     issued upon conversion of this Note. If more than one Note is surrendered
     for conversion at one time by the same Holder, the number of full shares of
     Series 3-A Preferred Stock issuable upon conversion thereof shall be
     computed on the basis of the aggregate principal amount of the Notes so
     surrendered. In lieu of the Company issuing any fractional shares to the
     Holder upon the conversion of this Note, the Company may, at its option
     either (a) pay the Holder cash equal to the product of such fraction
     multiplied by the Conversion Price, or (b) issue one additional share of
     Series 3-A Preferred Stock to such Holder. Upon conversion of this Note,
     the Company shall be forever released from all its obligations and
     liabilities under the Note.

          (e) Deemed Outstanding. For all purposes of Article VII (antidilution)
     of the Certificate of Designation for the Series 3-A Preferred Stock, upon
     conversion of this Note into Exchange Shares, such Exchange Shares shall be
     deemed outstanding as of the date of the Purchase Agreement so that the
     Holder is entitled to all antidilution adjustments that would have been
     made since that date as if such shares were then outstanding.

          (f) Reservation of Shares Issuable Upon Conversion. The Company agrees
     that all shares of Series 3-A Preferred Stock issued upon conversion of the
     Note will, upon issuance be duly authorized, validly issued, fully paid and
     non-assessable and free of all preemptive rights and all liens, charges,
     encumbrances or restrictions on transfer except such restrictions on
     transfer as may apply under state or federal securities laws. The Company
     shall keep available out of its authorized but unissued Series 3-A
     Preferred Stock (and, subject to satisfying the Conversion Conditions (as
     defined in the Certificate of Designation for the Series 3-A Preferred
     Stock), Common Stock) solely for the purpose of effecting the conversion
     of this Note such number of shares of its Series 3-A Preferred Stock (and
     subject to satisfying the Conversion Conditions, Common Stock for issuance
     on conversion of such shares of Series 3-A preferred Stock) as shall from
     time to time be sufficient to effect the conversion of this Note. If at any
     time the number of authorized but unissued shares of Series 3-A Preferred
     Stock (and, subject to satisfying the Conversion Conditions, Common Stock
     for issuance on conversion of such Series 3-A Preferred Stock) shall not be
     sufficient to effect the conversion

                                      -3-



<PAGE>
     of the entire outstanding principal amount of and accrued interest
     on this Note, in addition to such other remedies as shall be available
     to the Holder, the Company will use its best efforts to take such action
     as may, in the opinion of the Majority Holders, be necessary to increase
     its authorized but unissued shares of Series 3-A Preferred Stock (and,
     subject to satisfying the Conversion Conditions, Common Stock for issuance
     on conversion of such Series 3-A Preferred Stock) to such number of shares
     as shall be sufficient for such purposes.


     5. Reorganization. In the event that the Company effects a capital
reorganization or a consolidation of the Company with or a merger of the Company
into any other entity such that the Company is not the surviving entity, this
Note shall be convertible into the Series 3-A Preferred Stock of such surviving
entity (or such other ownership interest in such entity as is most nearly
similar to the Series 3-A Preferred Stock of the Company), upon terms as nearly
similar as is practicable with the terms to which this Note would have been
convertible into the Series 3-A Preferred Stock of the Company. The Company will
make adequate and appropriate provisions in any such transaction for the rights
of Holder under, this Section 5.


     6. Conversion Price Adjustments.

          (a) Adjustment for Stock Splits and Subdivisions. In the event the
     Company should at any time or from time to time after the date of issuance
     hereof fix a record date for the effectuation of a split or subdivision of
     the outstanding shares of Series 3-A Preferred Stock or the determination
     of holders of Series 3-A Preferred Stock entitled to receive a distribution
     payable in additional shares of Series 3-A Preferred Stock or other
     securities or rights convertible into, or entitling the holder thereof to
     receive directly or indirectly, additional shares of Series 3-A Preferred
     Stock (hereinafter referred to as "Series 3-A Preferred Equivalents")
     without payment of any consideration by such holder for the additional
     Series 3-A Preferred Stock or the Series 3-A Preferred Equivalents
     (including the additional Series 3-A Preferred Stock issuable upon
     conversion or exercise thereof), then, as of such record date (or the date
     of such distribution, split or subdivision if no record date is fixed), the
     Conversion Price shall be appropriately decreased so that the number of
     shares of Series 3-A Preferred Stock issuable upon conversion of this Note
     shall be increased in proportion to such increase of outstanding shares.

          (b) Adjustments for Reverse Stock Splits. If the number of shares of
     Series 3-A Preferred Stock outstanding at any time after the date hereof
     is decreased by a combination of the outstanding Series 3-A Preferred
     Stock, then, following the record date of such combinations, the Conversion
     Price for this Note shall be appropriately increased so that the number of
     shares of Series 3-A Preferred Stock issuable on conversion hereof shall be
     decreased in proportion to such decrease in outstanding shares.

          (c) Notice. The Company will give the Holder prompt written notice
     of any adjustment described in this Section 6 together with a calculation
     of such adjustment in reasonable detail.

                                      -4-
<PAGE>


     7. Notices of Record Date. In the event of:

          (a) Any taking by the Company of a record of the holders of any class
     of equity securities of the Company for the purpose of determining the
     holders thereof who are entitled to receive any distribution, or any right
     to subscribe for, purchase or otherwise acquire any other securities or
     property, or to receive any other right; or

          (b) Any capital reorganization of the Company, any reclassification or
     recapitalization of the equity capital of the Company (other than a
     subdivision or combination of the Company's securities) or any transfer of
     all or substantially all of the assets of the Company to any other person
     or any consolidation or merger involving the Company; or

          (c) Any voluntary or involuntary dissolution, liquidation or
     winding-up of the Company,

then the Company will deliver to the Holder at least ten business (10) days
prior to the earliest applicable date hereinafter specified, a notice
specifying: (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and the amount and character of such
dividend, distribution or right; (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding-up is expected to become effective and the record date
for determining stockholders entitled to vote thereon or participate therein;
and (iii) a description of the material terms thereof.


     8. No Shareholder Rights. Nothing contained in this Note shall be construed
as conferring upon the Holder or any other person any rights whatsoever as a
shareholder of the Company.


     9. Event of Default. Upon the occurrence of an Event of Default, the entire
principal balance and interest on this Note shall immediately become due and
payable and the Holder shall have all remedies under the Purchase Agreement or
as provided by law.

     The Company and the Guarantors waive the rights of presentment, demand for
performance, protest, notice of protest, and notice of dishonor. No delay on the
part of the Holder in exercising any right hereunder shall operate as waiver of
such right under this Note. This Note is being delivered and shall be construed
in accordance with the internal laws of the State of Delaware without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of Delaware to the
rights and duties of the parties.



                                       VSOURCE, INC.

                                       By: /s/ SANDFORD T. WADDELL
                                          --------------------------------------
                                       Name:  Sandford T. Waddell
                                       Title: Chief Financial Officer, Secretary

                                      -5-
<PAGE>
                                             AS GUARANTORS:
                                             NETCEL360.COM LTD

                                             By: /s/ DENNIS M. SMITH
                                                -------------------------------
                                             Name: Dennis M. Smith
                                             Title:



                                             NETCEL360 SDN BHD

                                             By: /s/ DENNIS M. SMITH
                                                -------------------------------
                                             Name: Dennis M. Smith
                                             Title:

                                      -6-
<PAGE>
                                   EXHIBIT A

                               NOTICE OF ELECTION



TO: VSOURCE, INC.

     The undersigned, the holder of the foregoing Note, hereby surrenders such
Note and irrevocably elects to convert such Note into Series 3-A Convertible
Preferred Stock of VSOURCE, INC., pursuant to and in accordance with the
Convertible Note Purchase Agreement dated June 25, 2001 and requests that the
certificates for such shares be issued in the name of, and delivered to,
                    , whose address is                                        .


Dated:                     ,200 .




                                             ----------------------------------
                                             (Signature must conform in all
                                             respects to name of holder as
                                             specified on the face of the Note)


                                             ----------------------------------

                                             ----------------------------------
                                                         (Address)

                                      -7-