VSOURCE INC
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
May  08,  2001

ROOT  James
Hong  Kong


Dear  James

Congratulations,  and  welcome  to NETCEL360 HONG KONG LIMITED ("NetCel360"). We
are  pleased to confirm our offer of employment to you to join us as SENIOR VICE
PRESIDENT,  BUSINESS  PROCESS OUTSOURCING AND TECHNOLOGY SERVICES GROUP, located
in HONG KONG, reporting to the CHAIRMAN & CEO, under the terms specified in this
letter.

1.     DATE  OF  HIRE

Your  date  of  hire  will be effective May 8, 2001.  However, in recognition of
your  years of service with NetCel360 Limited, your date of hire for purposes of
service-related  benefit eligibility and accumulation will be February 14, 2000.

2.     DUTIES

This  offer  is  indicative  of an at-will agreement where we employ you and you
agree  to  contribute  to  the  company  in  line with directions and objectives
established  for  you  by your Team Leader.  During the term of your employment,
you  shall  devote  your  full  business  time,  attention, skill and efforts to
advance  the  interests  to  achieve  success  for  the  company.

Based  on  business  needs  your  role and responsibilities may be reassigned or
modified.  We  reserve the right to assign this agreement and to transfer you to
other  departments, locations, subsidiaries or associated companies in line with
organizational  goals.

3.     HOURS  OF  WORK

Your  normal  hours  of  work  are  40  hours  over five (5) days a week, with a
one-hour  break  for  lunch  each  day.

NetCel360  is a professional organization whose business is driven by customers'
needs.  In  addition  to  the usual business hours, you will be expected to work
the  hours  necessary to achieve your individual objectives and to meet business
needs.

4.     BASE  SALARY

Your  basic salary will be US210,000 annually payable on a 12-month basis, to be
increased  to US250,000 annually, payable on a 13-month basis, beginning on July
1,  2001. The elements of your package must conform to prevailing company policy
and  practice.

All compensation matters, particularly related to salary and stock options, must
be  kept  in  the  strictest  confidence.  Therefore, please do not divulge such
information  to  unauthorized  people  inside  or  outside  Netcel360.


<PAGE>
                                      -2-


5.     VARIABLE  PAY

We  believe  in sharing in the success of our company with our team members. You
will  be  eligible  to  participate in NetCel360's Bonus Plan. Your target bonus
will  be  75%  of  your  guaranteed  annual  salary.

6.     HOUSING

You  are  entitled  to  a  housing  allowance  of  up  to  US5,000.00 per month.

7.     ANNUAL  LEAVE

You  are  entitled  to  4  weeks  paid vacation per year during the term of your
employment.

Leave  shall  be taken at such times as shall be mutually agreed upon by you and
your  Team  Leader,  having  regard  to  NetCel360's  business  needs  and  your
responsibilities. You shall be entitled to observe all local country holidays as
designated  by  the  NetCel360's  annual  holiday  schedule.

8.     BENEFITS

You  are  entitled  to  participate  in  the  benefits  programs provided by the
Company,  based  on  your  eligibility as per company policy and practice, which
currently  exists  or  may  be  adopted  in  the  future.

9.     EXPENSES

Upon  presentation  of  proper  vouchers,  receipts or other proof, you shall be
reimbursed  promptly  by  NetCel360 for all reasonable travel and other expenses
incurred  in  connection  with  performing  your  employment  obligations.

10.     TERMINATION  OF  EMPLOYMENT

Notice  Period
--------------

This  Agreement  may  be terminated by you without Cause or by NetCel360 without
Cause  on  one  (1)  month's  notice.

NetCel360  may  also  at  its  election  terminate  this Agreement without Cause
without  notice  by paying you the salary payable during the term of such notice
period,  in  which case it may require you to leave NetCel360's offices prior to
the  Termination  Date  .

This  Agreement  may  be  terminated by NetCel360 for Cause or performance below
established  standards  as  per  company  policy and country law without notice.

Severance  Pay
--------------

In the event your employment is terminated voluntarily, without Cause, for Cause
or  on account of death or disability, NetCel360shall pay you, in full discharge
of  its obligations hereunder, salary through the Termination Date. In addition,
in case of termination due to death or disability, the Company shall pay you (or
your  estate),  a pro-rata portion of any additional compensation for the period
in  which  your  employment is terminated, accrued through the Termination Date.


<PAGE>
                                      -3-


11.     DEFINITIONS;  INTERPRETATION.

Terms  not  otherwise  defined in this Agreement shall have the meaning given in
NetCel360's  Team  Member  Reference Handbook, as it may be revised from time to
time.  The  provisions of this Agreement should be read in conjunction with, and
are  supplemented  by,  the  Team  Member  Reference  Handbook.


12.     NON-COMPETITION  AND  CONFIDENTIALITY.

You  are subject to the non-competition and confidentiality provisions set forth
in  Attachment  A  to  this  Agreement.

13.     DATA  PRIVACY  CONSENT

With  acceptance  of  this  offer,  you  permit  the Company to transfer various
personnel  and  employment  data  concerning and relating to you (via electronic
mail or fax) to the corporate entities or legitimate third parties assisting the
Company  in  implementation,  administration  and  management of programmes. You
understand  and  acknowledge  that  all  appropriate security measures to ensure
confidentiality  will  be  maintained.

14.     CODE  OF  CONDUCT

NetCel360 people set the standard for ethical business conduct.  As part of your
employment,  you  will  be  required  to  review  our  Code of Conduct with your
supervisor  and  agree  to  comply.  We  will  outline the relevant details that
pertain  to  standard of business behaviour that we expect all employees to live
by.  It  is  important  for  you  to  fully  understand  this philosophy and the
policies  and  procedures  governing  it.

It  is  an expressed condition of your employment with NetCel360 that you engage
your  self  exclusively in the company's business and do not undertake any other
form  of  employment  which  may  conflict  with  the  company's business in any
respect.

Your  work  will  be  subject  to  the  rules  and  regulations of NetCel360, as
promulgated  and  modified  from  time  to  time,  in  relation to your conduct,
discipline  and  other  matters.  In  addition  to the above, all such rules and
regulations as may be in operation at the time of your accepting the appointment
with  NetCel360  may  also  be  amended  or  altered  from  time  to time at the
discretion  of  NetCel360  and  will  apply  to  you.

15.     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.

16.     GOVERNING  LAW;  JURISDICTION.

This Agreement shall be interpreted and construed in accordance with the laws of
Hong  Kong,  without  giving  effect to the conflict of laws provisions thereof.
----------
Any  suit, action or proceeding seeking to enforce any provision of, or based on
any  matter  arising  out  of  or  in  connection  with,  this  Agreement or the
transactions  contemplated hereby shall be brought against any of the parties in
the  courts  of  Hong  Kong
                 ----------


<PAGE>
                                      -4-


and  each  of the parties hereby consents to the jurisdiction of such courts and
waives  any  objection to venue laid therein.To indicate your acceptance of this
offer,  please  sign  and return this original offer letter with your start date
indicated  to  the  undersigned  and  retain  a  copy  for  your  records.

We are very pleased to welcome you to the NetCel360 family.  Should you have any
questions,  or  desire  further  information, please do not hesitate to call us.

Yours  sincerely

/S/  PRITHVI  SHERGILL
________________________
PRITHVI  SHERGILL
Vice  President,  Talent  Management
NetCel360  Hong  Kong  Limited

ACCEPTANCE:
I, the undersigned hereby accept the offer and agree to the terms and conditions
as  stipulated  in  this Agreement and Attachment A and will comply with all the
regulations  and  policies  laid  down  by  NetCel360  from  time  to  time.




Signature :    /S/  JAMES  ROOT
               ______________________

Date:  May 8, 2000


<PAGE>
                                      -5-


                                                                  ATTACHMENT 'A'


                          EMPLOYEE AGREEMENT REGARDING
                        NON-COMPETITION & NON-DISCLOSURE

In consideration of my employment by NetCel360 Hong Kong Limited ( together with
its  subsidiaries  and affiliates, the "Company"), its successors and assignees,
I,  hereby  agree  as  follows:

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 the Employment
Agreement,  the  Employee  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
          organisation  which engages in competition with the Company, NetCel360
          Holdings  Limited  or  any  subsidiary  thereof  (collectively,
          "NetCel360"),

     (ii) soliciting  directly  or  indirectly  the patronage of any person with
          whom  Employee  has  had  personal  contact  or  dealings on behalf of
          NetCel360thereof  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  NetCel360.

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

The Company reserves the right to waive its rights under this section if, in its
sole  discretion  and  judgement,  it  determines  that  despite the fact that a
violation  has occurred, the facts are overwhelmingly compelling or it is in the
Company's  best  interest  to  make  such  waiverThe  Human Resource Leader, on
concurrence  from  the CEO shall notify the Employee of such waiver.  Any waiver
so granted shall only be with respect to the violation set forth in such notice.
Moreover  the  Company  may  withdraw any waiver so granted at any time upon its
becoming  aware  of  any  change in the facts upon which its decision to grant a
waiver  was  predicated.

CONFIDENTIAL  INFORMATION
-------------------------

Non-Disclosure
--------------

Employee agrees not to use other than for the benefit of the Company and to keep
confidential,  during the term of Employee's employment with the Company and for
at  least  two  (2) years thereafter, all informa-tion about NetCel360 which the
Company  or  any  of its subsidiaries treats 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.


<PAGE>
                                      -6-


Employee agrees that prior to speaking with the any member of the media industry
-  press,  radio,  television  or  web - during or after his employment with the
Company  will  inform and obtain concurrence from the Company prior to doing so.

Employee  covenants  and agrees that except in the performance of his/her 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/her  while  employed  by  the Company relating to the business of NetCel360,
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/her not permitted hereunder,

(ii)  is  lawfully acquired from a third party who is not obligated to NetCel360
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,  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 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.

Disclosure  to  the  Company
----------------------------

Employee  shall  disclose  promptly to the Company and assign all his/her right,
title  and  interest in 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/her  employment  by  the  Company,  or  using
NetCel360's 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 NetCel360 during
his/her  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 the Company need not 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 the
sections  documented,  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
HONG  KONG,  United  States  and  other  international  copyrights and all other
intellectual  property  rights  available  with  respect to each such element or
item.


<PAGE>
                                      -7-


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 property rights in and to each of the items set forth in
these  sections.

In  the  case  where  an  Employee enters into a new business venture or takes a
financial  stake  in  another  enterprise  during  his  employment  with us, the
Employee  is  required  to inform the Company of this event prior to doing so to
ensure  there  is  no  conflict  of  interest.

Trade  Secrets
--------------
Employee agrees, in order to effectuate the intent of the parties hereunder with
respect to confidentiality of the trade secrets of the Company, to return to the
Company  forthwith upon the request of the Company or the termination of his/her
employment  or  promptly  thereafter,  all  documents,  materials,  photographs,
memorandums,  and  all  copies  or  reproductions  thereof, or any property of a
similar  or  different nature containing information relating to the business of
NetCel360 or other Confidential Information, whether such material was furnished
by NetCel360, or otherwise.  Employee further agrees to use his/her best efforts
and  to  exercise  utmost  diligence  to  protect  and guard and keep secret and
confidential  all  Confidential  Information  that  shall  come  into  his/her
possession  by  reason  of  his/her  employment  by  the  Company.

The  Employee  represents  that  he/she is under no obligation or agreement that
would  prevent  him/her  from  being  an  employee  of the Company or which will
adversely  impact  his/her  ability  to  perform  the  expected  services.  As a
condition  of  employment,  the  Employee hereby acknowledges and agrees that no
confidential documents, computer discs, computer stored information or any other
confidential property of any previous employer are to be brought on the premises
or  used  in  any  way  in  his/her  employment  with  the Company. As a further
condition  of  employment,  the Employee agrees not to use or disclose the trade
secrets  or  confidential  information,  if  any,  of  a  previous  employer  in
connection  with  his/her  services  with  the  Company.

Company  Property
-----------------
The  Employer shall use only licensed software in accordance with Company policy
and  applicable  license  agreements.

Employee  agrees  to  return  to  the  Company forthwith upon the request of the
Company  or  the  termination  of his/her employment or promptly thereafter, all
other  property  belonging  to  NetCel360.

DAMAGES
-------

Employee acknowledges that the Company may suffer irreparable harm, which cannot
readily be measured in monetary terms, if Employee breaches his/her obliga-tions
under  any  of  the  sections  above  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 capital stock received by the Employee and/or cancel
employee's  rights  to  receive  additional  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  Attachment  A  or  at  law.


<PAGE>
                                      -8-


The  abovesigned  Employee  hereby acknowledges that he/she understands and will
comply  with  the terms having on this day received a copy of this Attachment A.
No failure or delay on the part of either party in 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. The
Employee  further  acknowledges and agrees that the agreements contained in this
Attachment  A shall be binding upon his/her heirs, executors, administrators and
any  other  assignees.


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