0000927089-05-000349 Sample Contracts

INDUCEMENT AGREEMENT
Inducement Agreement • August 9th, 2005 • Vsource Inc • Services-prepackaged software • Delaware

This INDUCEMENT AGREEMENT (the "Agreement"), dated as of July 29, 2005, is by and between Vsource, Inc., a Delaware corporation ("Vsource") and Clinicis, Inc., a California corporation ("Clinicis").

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LOAN AGREEMENT
Loan Agreement • August 9th, 2005 • Vsource Inc • Services-prepackaged software • Delaware

THIS LOAN AGREEMENT, dated as of July 29, 2005 (this "Agreement"), is entered into between CLINICIS-PHOENIX SURGERY CENTER, LLC, an Arizona limited liability company (being referred to as the "Borrower") and VSOURCE (USA), INC., a Delaware corporation (the "Lender").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 9th, 2005 • Vsource Inc • Services-prepackaged software • Delaware

This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of July 29, 2005, is entered into between DONALD A. COOK ("Grantor"), and VSOURCE (USA), INC, a Delaware corporation ("Lender"), with reference to the following:

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