VSOURCE INC
EMPLOYMENT AGREEMENT BETWEEN VSOURCE (MALAYSIA) LTD AND JOHN GERARD CANTILLON
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>5
<FILENAME>dex1021.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN VSOURCE (MALAYSIA) LTD AND JOHN GERARD CANTILLON
<TEXT>
<PAGE>

                                                                  Exhibit 10.21


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

                   EMPLOYMENT AND NON-COMPETITION AGREEMENT

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


                                By and Between

                          Vsource (Malaysia) Sdn Bhd

                                      and

                             John Gerard Cantillon

                       Dated as of January 1/st/ , 2003

<PAGE>

This EMPLOYMENT AND NON-COMPETITION AGREEMENT dated as of January 1st, 2003
(the "Effective Date"), by and between Vsource (Malaysia) Sdn Bhd (Company No.
502982-W), a Malaysia company (the "Company"), and John Gerard Cantillon
("Employee").

   In consideration of Employee's continued employment by the Company, the
parties hereto agree as follows:

1.  Employment.  Subject to earlier termination in accordance with Sections
contained within, this Agreement shall be an at-will agreement commencing as of
the Effective Date.

   a.  Duties. The Company agrees to employ Employee and Employee agrees to
serve the Company, as its Chief Operating Officer, subject to the direction of
the Chief Executive Officer and the Board of Directors of the Company (the
"Board"), and to have such authority and duties relative to the operation of
the Company as may be determined by the Chief Executive Officer and the Board.

   b.  Term. The initial term of this Agreement shall be from the Effective
Date hereof until the day that is two years after the Effective Date (the
"Initial Term"). This Agreement shall renew automatically for additional one
(1) year terms unless either party gives notice of termination not less than 90
days prior to the end of the existing term.

   c.  Best Efforts. During the term of his employment under this Agreement,
Employee shall devote his full business time, attention, skill, and efforts to
the faithful performance of his duties hereunder, and will use his best efforts
to advance the interests of the Company, the Company's parent company and any
subsidiaries thereof (the "Vsource Companies").

   d.  Eligibility. This Agreement and the benefits contained herein are
contingent upon Employee's being authorized to work and reside in the country
in which the Company elects to base Employee (the "Host Country"), which may or
may not be the country of incorporation of the Company. If Employee loses his
authorization to work in the Host Country at any time, for any reason during
the life of this Agreement, the Company will consider Employee's circumstances,
but may, at its sole discretion, consider all, or any portion of this Agreement
void.

   e.  Statutory Benefits. Employee understands and agrees that the
differential payments and adjustments described below as well as any other
allowances or gratuities provided by the Company under this Agreement are, at
the election of the Company, in substitution for the statutory benefits
required under the laws of the Host Country to compensate employees who are not
entitled to receive these contractual benefits.

2.  Compensation.  The Company shall pay to Employee, as consideration for the
services to be rendered by Employee hereunder, a salary of RM350,360 per year
(the "Salary") to be paid on a monthly basis in Malaysian Ringgit. Employee
shall not be eligible for a 13/th/ month bonus or incentive bonus.

3.  Stock Options, Restricted Stock and Similar Types of Compensation
Benefits.  Stock option grants, participation in restricted stock programs or
deferred compensation programs and other similar types of compensation plans
will be decided by the Board of Directors of Vsource but in any event will be
on generally the same terms and conditions made available to other members of
senior management of the Vsource Companies.

4.  Expenses.  Upon presentation of proper vouchers, receipts or other proof,
Employee shall be reimbursed promptly by the Company for all reasonable travel
and other expenses incurred by Employee in connection with performing his
employment obligations.

5.  Annual Leave.  Annual leave accrues at the rate of 15 days per annum.
Employee will be eligible for the leave as per Company policy and practice,
which currently exists or may be adopted in the future. Leave shall be

<PAGE>

taken at such times as shall be mutually agreed upon by Employee and the Chief
Executive Officer, having regard to the Company's business needs and Employee's
responsibilities. Employee shall be entitled to observe all local country
holidays as designated by the Company's annual holiday schedule.

6.  Benefits.  Employee is entitled to participate in the benefits programs
provided by the Company, based on Employee's eligibility as per Company policy
and practice, which currently exists or may be adopted in the future.

7.  Termination of Employment.

   a.  By the Employee. Employee's employment may be terminated by Employee,
without cause (a "Voluntary Termination") (i) during the Initial Term, at any
time during the period comprised of the last 90 days of the Initial Term, and
(ii) at any time after the Initial Term, in each case upon 90 days written
notice to the Company.

   b.  By the Company. Employee's employment may be terminated by the Company:

       i. immediately, in the event that (1) Employee is convicted or pleads
          guilty or nolo contendere to a felony or a crime of moral turpitude,
          (2) the Board determines in good faith that Employee has been grossly
          negligent or acted dishonestly to the material detriment of the
          Company, (3) Employee willfully disobeys the instructions or mandates
          of the Board and such disobedience continues after Employee is
          afforded a reasonable opportunity to cure such disobedience, or (4)
          the Board makes a good faith determination that Employee has engaged
          in actions amounting to willful misconduct or failed to perform his
          duties hereunder and such failure continues after Employee is
          afforded reasonable opportunity to cure such failure (each of (1),
          (2), (3) or (4), refereed to herein as a "Termination for Actual
          Cause"); or

      ii. immediately, in the event that Employee is indicted or otherwise
          formally charged with a felony or a crime of moral turpitude, in
          which case the Board may, upon three (3) days written notice, suspend
          Employee's employment by the Company. Thereafter, all payments of
          salary and bonuses, if any, to which Employee otherwise would be
          entitled under this Agreement shall be paid into an interest bearing
          escrow account. In the event that Employee shall be acquitted of such
          charges or such charges shall otherwise be dismissed, Employee shall
          be reinstated as an employee, and all salary and accrued bonuses paid
          into escrow, plus accrued interest, shall be paid to Employee. In the
          event Employee shall be convicted or pleads guilty or nolo contendere
          to such charges and his employment is terminated hereunder; all
          salary and accrued bonuses paid into escrow plus accrued interest,
          shall be paid over to the Company, and for purposes of this
          Agreement, Employee's employment shall be deemed to have terminated
          as of the date of his suspension.

     iii. if the Board of Directors, in its discretion, resolves to terminate
          Employee's employment for any reason other than those set forth in
          sub-sections b(i) or b(ii) above, upon 90 days notice to Employee.

   c.  Death of Employee. In the event of Employee's death during the term of
his employment, Employee's employment pursuant to this Agreement shall be
deemed to have terminated on the last day of the calendar month during which
Employee's death occurred.

   d.  Disability. In the event Employee is unable to perform his normal duties
by reason of disability, then at the sole discretion of the Board, Employee's
employment pursuant to this Agreement may be treated as having been terminated
on the last day of the calendar month during which Employee shall have been
deemed disabled. For purposes of this Section, "disability" shall mean the
inability of Employee to perform his normal duties under this Agreement for a
cumulative period in excess of six (6) months within any twelve (12) month
period due to illness, injury, incapacity or other disability, either physical
or mental.


                                      -2-

<PAGE>

8.  Severance.

   a.  Voluntary Termination, Termination for Actual Cause or Termination
Without Cause. In the event of Voluntary Termination, Termination for Actual
Cause or a termination by the Company of Employee's employment without cause,
the Company shall pay to Employee, in full discharge of its obligations
hereunder, Salary through the date specified in the applicable notice as the
termination date (the "Termination Date") of his employment; provided, that in
the case of a Voluntary Termination, if the Company permits Employee to
terminate employment on a date earlier than the Termination Date, then the
Company shall only be obligated to pay Employee's Salary through such earlier
date; and provided, further, that in the case of termination by the Company of
Employee's employment without cause, the Company may, at its option, elect to
pay Employee the Salary payable Employee through the Termination Date, and
require Employee to leave the Company's offices immediately or any other time
designated by the Company prior to the Termination Date.

   b. Death or Disability. In event Employee's employment by the Company
terminates on account of Employee's death or disability, the Company shall pay
to Employee (or his estate), in full discharge of its obligations hereunder,
Employee's Salary through the Termination Date.

9.  Non-Competition.

   Employee covenants and agrees that during the term of Employee's employment
with the Company and for a period (the "Non-Compete Period") commencing on the
Termination Date and ending on the date which is one (1) year from the date of
the final payment by the Company to Employee pursuant to this Agreement, Employ
will refrain from: (i) directly or indirectly (as a director, officer,
employee, manager, consultant, independent contractor, advisor or otherwise)
engaging in competition with, or owning any interest in, performing any
services for, participating in or being connected with any business or
organization which engages in competition with any of the Vsource Companies in
the Asia-Pacific region, (ii) soliciting directly or indirectly the patronage
of any person with whom Employee has had personal contact or dealings on behalf
of any of the Vsource Companies during the twelve (12) month period immediately
preceding the Termination Date, or (iii) directly or indirectly employing,
soliciting for employment, or advising or recommending to any other person that
they employ or solicit for employment, any employee of any of the Vsource
Companies.

   In connection with the foregoing provisions of this Section 9, Employee
represents that his experience, capabilities and circumstances are such that
the provisions of these Sections will not prevent him from earning a livelihood
and that the limitations set forth herein are reasonable and properly required
for the adequate protection of the Company.

10.  Confidential Information.

   a.  Non-Disclosure. Employee agrees not to use other than for the benefit of
the Vsource Companies and to keep confidential, during the term of Employee's
employment with the Company and for at least two (2) years thereafter, all
information about the Vsource Companies which the Vsource Companies treat as
confidential, including, but not limited to, information about customers,
marketing plans, marketing techniques, technical information, and possible new
products or services, except that Employee will not be required to keep
particular items of information confidential after those items of information
become generally available to the public without a breach by Employee of
Employee's obligations under this Section. Employee covenants and agrees that
except in the performance of his duties hereunder, he will not, at any time,
directly or indirectly, without the prior written consent of the Company, use
or disclose to any person any confidential or proprietary information
("Confidential Information") obtained or developed by him while employed by the
Company relating to the business of the Vsource Companies, except information
which at the time (i) is available to others in the business or generally known
to the public other than as a result of disclosure by him not permitted
hereunder, (ii) is lawfully acquired from a third party who is not obligated to
a Vsource Company to maintain such information in confidence or (iii) is used
in any dispute or proceedings between the parties and/or Employee is legally
compelled to disclose such information; provided, however, that prior to any
such compelled disclosure,

                                      -3-

<PAGE>

Employee will (a) assert the privileged and confidential nature of the
Confidential Information against the third party seeking disclosure and (b)
cooperate fully with the Company or any other Vsource Company in protecting
against any such disclosure and/or obtaining a protective order narrowing the
scope of such disclosure and/or use of the Confidential Information. In the
event that such protection against disclosure is not obtained, Employee will be
entitled to disclose the Confidential Information, but only as and to the
extent necessary to legally comply with such compelled disclosure.

   b.  Disclosure to the Company. Employee shall disclose promptly to the
Company all new discoveries, ideas, formulae, products, methods, processes,
designs, trade secrets, copyrightable material, patentable inventions, or other
useful technical information or know-how and all improvements, modifications or
alterations of existing discoveries made, discovered, or developed by him,
either alone or in conjunction with any other person during the term of his
employment by the Company, or using the Vsource Companies' materials or
facilities, which discoveries or developments are based on, derived from, or
make use of any information directly related to the business disclosed to, or
otherwise acquired by, Employee from any of the Vsource Companies during his
employment by the Company. Employee agrees that any copyright, patent,
trademark, or other proprietary rights in any such discoveries shall be the
sole and exclusive property of the Company, and none of the Vsource Companies
need account to Employee for any revenue or profit derived therefrom. If by
operation of law or otherwise, any or all of the items set forth in this
Section 10, or any component or element thereof, is considered to be the
intellectual property right of Employee, Employee hereby agrees to irrevocably
assign to the Company, its successor and assigns, ownership of all United
States and international copyrights and all other intellectual property rights
available with respect to each such element or item. Employee shall be deemed
to have granted the Company an irrevocable power of attorney to execute as
Employee's agent any and all documents (including copyright registrations)
deemed necessary by the Company to perfect the Company's intellectual properly
rights in and to each of the items set forth in this Section.

   c.  Trade Secrets. Employee agrees, in order to effectuate the intent of the
parties hereunder with respect to confidentiality of the trade secrets of the
Vsource Companies, to return to the Vsource Companies forthwith upon the
request of a Vsource Company or the termination of his employment or promptly
thereafter, all documents, materials, photographs, memorandums, and all copies
or reproductions hereof, or any property of a similar or different nature
containing information relating to the business or other Confidential
Information, whether such material was furnished by a Vsource Company, or
otherwise. Employee further agrees to use his best efforts and to exercise
utmost diligence to protect and guard and keep secret and confidential all
Confidential Information that shall come into his possession by reason of his
employment by the Company.

   d.  Company Property. Employee agrees to return to the Vsource Companies
forthwith upon the request of any Vsource Company or the termination of his
employment or promptly thereafter, all other properly belonging to the Vsource
Companies.

11.  Damages.

   Employee acknowledges that the Company may suffer irreparable harm, which
cannot readily be measured by monetary terms, if Employee breaches his
obligations under Section 9 or 10, or any other section. Employee agrees and
acknowledges that, in the event of any such breach, the Company shall be
entitled to cancel any and all shares, and/or options or rights to purchase
shares, of its or any Vsource Company's capital stock received by the Employee
and/or cancel Employee's rights to receive additional compensation pursuant to
Section 2 or 3 as compensation for services rendered. Employee further
acknowledges and agrees that the Company may obtain injunctive or other
equitable relief against Employee to prevent or restrain such breach causing
such harm; provided, however, that where such breach involves subject matter
that is susceptible of being cured, Employee will cure such breach as promptly
as practicable upon notice of such breach to Employee. Such injunctive relief
shall be in addition to any other remedies the Company might have under this
Agreement or at law.


                                      -4-

<PAGE>

12.  Miscellaneous.

   a.  Notice. Any notices or other communications to Employee or to the
Company under or relating to this Agreement must be in writing and will be
deemed given when delivered in person or sent by facsimile transmission to the
Company or Employee, as the case may be, at the Company's principal offices, or
on the third day after the day on which mailed to the Company or Employee, as
the case may be, by first class mail addressed to the Company or Employee at
the Company's principal offices, except that after the term of this Agreement
terminates, any notice or other communication to Employee will be deemed given
when delivered in person or sent by facsimile transmission, or on the third day
after the day on which mailed by first class mail, to Employee at an address
specified by Employee to the Company in the manner provided in this Section
(or, if Employee does not specify an address, at the Company's principal
offices).

   b.  No Duplication. The payments and benefits received by Employee hereunder
are in addition to, and not duplicative of, payments and benefits received by
Employee under Employee's employment and non-competition agreement with Vsource
(CI) Ltd dated as of the same date hereof (the "CI Agreement").

   c.  Entire Agreement; Amendment. This Agreement, together with the CI
Agreement, represents the entire understanding of the parties with respect to
the subject matter hereof and thereof, and replaces in its entirety the
employment agreement dated April 4, 2001 between Employee and the Company,
which Employee agrees is cancelled and terminated as of the Effective Date,
except that Employee shall be credited hereunder with all benefits that have
accrued thereunder through the Effective Date, including without limitation
accrued vacation and employee stock options that have previously been granted.
No termination, revocation, waiver, modification, amendment or supplement to
this Agreement shall be binding unless consented to in writing by Employee and
the Company.

   d.  Governing Law. This Agreement shall be interpreted and construed in
accordance with the laws of Malaysia, without giving effect to the conflict of
laws provisions thereof.

   e.  Interpretation. As used in this Agreement, the masculine gender shall
include the feminine or neuter gender and the plural shall include the singular
wherever appropriate. The titles of the paragraphs and sections have been
inserted as a matter of convenience of reference only and shall not control or
affect the meaning or construction of any of the terms or provisions hereof.
Nothing herein shall be construed against or more favorably toward any party by
reason of any party having drafted this Agreement or any portion hereof.

   f.  Severability. Any provision of this Agreement that is invalid, illegal
or unenforceable in any jurisdiction shall be automatically reformed and
construed so as to be valid, operative and enforceable to the maximum extent
permitted by law, or if no reformation is permissible, shall be ineffective to
the extent of such invalidity, illegality or unenforceability without
invalidating or rendering unenforceable the remaining provisions of this
Agreement, and any such invalidity, illegality or unenforceability shall not,
of itself, affect the validity, legality or enforceability of such provision in
any other jurisdiction.

   g.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.

   h.  No Waiver. No failure or delay on the part of either party is exercising
any right or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power preclude any other right
or power.

13.  Data Privacy Consent.

   Employee authorizes and consents to the transfer by the Company of various
personnel and employment data concerning and relating to Employee (via
electronic mail or fax) to the Vsource Companies or third parties assisting the
Company in implementation, administration and management of employee programmes.

                                      -5-

<PAGE>

   IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the date first above written.

                                              VSOURCE (MALAYSIA) SDN BHD

                                              By:   /s/
                                                  -----------------------------
                                                              Name:
                                                             Title:



                                              By:   /s/
                                                  -----------------------------
                                                      John Gerard Cantillon

Nationality: Republic of Ireland

                                      -6-

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