0000927089-05-000378 Sample Contracts

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • August 23rd, 2005 • Vsource Inc • Services-prepackaged software • California

This EMPLOYMENT AND NON-COMPETITION AGREEMENT, dated as of July 18, 2005 (the "Start Date"), by and between Vsource (USA) Inc. (the "Company") and Todd Parker ("Employee").

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Contract
Common Stock Purchase Warrant • August 23rd, 2005 • Vsource Inc • Services-prepackaged software • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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