0000927089-04-000326 Sample Contracts

COMMITMENT AGREEMENT
Commitment Agreement • September 2nd, 2004 • Kelly Phillip • Services-prepackaged software • New York

This Commitment Letter Agreement (the "Agreement") will confirm the agreement among the undersigned (the "Stockholder") and Vsource, Inc., a Delaware corporation (the "Company").

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • September 2nd, 2004 • Kelly Phillip • Services-prepackaged software • New York

This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made and entered into as of August 31, 2004, by and among Symphony House Berhad, a company incorporated in Malaysia (the "Purchaser"), and each of those persons and entities, severally and not jointly, whose names are set forth on the "Schedule of the Selling Shareholders" attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as "Selling Shareholders" and each individually as a "Selling Shareholder").

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