EMPLOYMENT AND NON-COMPETITION AGREEMENT
BY AND BETWEEN
DENNIS M. SMITH
DATED AS OF JUNE 22, 2001
This EMPLOYMENT AND NON-COMPETITION AGREEMENT dated as of June 22, 2001 (the "Effective
Date"), by and between NetCel360.com Ltd, a Cayman Islands company (the "Company"), and Dennis M.
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
Strategy Officer, subject to the direction of 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 Board. In
addition, Employee agrees, if requested by Vsource, Inc., the Company's parent ("Vsource"), to serve as a
Director and Chief Strategy Officer of Vsource subject to the direction of the Board of Directors of Vsource,
with such authority and duties relative to the operation of Vsource as may be determined by the Board of
Directors of Vsource.
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
d. Eligibility. This Agreemen