DISTRIBUTION AND MARKETING AGREEMENT
US WEST Interprise America, Inc., a Colorado Corporation ("USW") with offices located at 1801 California
Street #3400, Denver, Co 80202 and Vsource, Inc. ("Vsource") with offices located at 5740 Ralston, Suite 110,
Ventura, CA 93003, ("Party" or "Parties"), hereby execute this Distribution and Marketing Agreement
("Agreement") and agree as follows:
1. SCOPE: Vsource will provide the services and any resulting deliverables (the "Services") according to the
specifications ("Specifications") which are described herein or attached hereto. USW's Affiliates and Assigns may
acquire Services under the terms and conditions of this Agreement.
2. DEFINITIONS: The terms defined in this Agreement shall have the meanings set forth below whenever they
appear in the Agreement, unless the context in which they are used clearly requires a different meaning or a
different definition is described for a particular provision:
2.1 "AFFILIATES" means any entity, which directly or indirectly controls, or is controlled by, or is under
common control with, USW. "Control" means (i) for corporate entities, direct or indirect ownership of fifty
percent (50%) or more of the stock or shares entitled to vote for the election of the board of directors or other
governing body of the entity; and (ii) for non-corporate entities, direct or indirect ownership of fifty percent
(50%) or greater of the equity interest.
2.2 "CUSTOMER(S)" means USW's Customers, either potential or existing.
2.3 "SUPPORT MATERIALS" means all, applications, methods and other documents (in any medium)
customized by or for USW that Vsource's personnel use in conjunction with the performance of Services under
the Agreement. Vsource shall not use Support Materials in conjunction with the performance of Services
hereunder unless USW first approves such Support Materials in writing.
2.4 "DECISION MAKER(S)" means those persons that are eighteen (18) years of age or older and authorized
to purchase prod