Technology and Trademark Agreement - Webhelp.com Inc. and Webhelp S.A.


                       TECHNOLOGY AND TRADEMARK AGREEMENT

            Technology and Trademark Agreement (this "Agreement") dated as of
June 6, 2000, between Webhelp.com Inc., a Delaware corporation ("Webhelp"), and
Webhelp S.A., a French societe anonyme to be incorporated (the "Company").

                              W I T N E S S E T H :


            WHEREAS Webhelp has developed an integrated solution for the
provision of certain real-time human assistance network services and is ready,
willing and able to provide access to such network and make available certain
related know-how regarding such network services to Company;

            WHEREAS Webhelp currently maintains a Web site and provides certain
real-time human assistance and related services in the English language;

            WHEREAS Webhelp has verified that its real time human assistance
solution can be technologically customized in the French language;

            WHEREAS  the  Company  desires  to  establish  a Web  site  and to
provide similar services in the French language;

            WHEREAS the parties intend to build a relationship based on
flexibility and cooperation to allow Company to adapt to local markets, cultures
and legal environment;

            WHEREAS simultaneously herewith, Webhelp and the Company are
entering into a services agreement (the "Services Agreement") whereby Webhelp is
providing certain services to the Company in connection with the Company's
business;

            WHEREAS Webhelp and the Company desire to enter into an agreement
whereby Webhelp shall license certain technology and access to certain of
Webhelp's computer systems to the Company and the parties agree to co-own the
Trademark for the territory of France;

            WHEREAS the services contemplated by the parties need to evolve to
serve Company's clients in the spirit of assistance over the Internet or any
other network, including wireless networks, that may come into existence in the
course of this Agreement, provided such evolution is reasonably feasible taking
into account costs and technological constraints;

            WHEREAS Company desires to enter in this Agreement and agrees to the
fees herein provided in consideration of the quality, reliability and evolution
of the services;

            WHEREAS Webhelp and Company have entered in a shareholders agreement
and contemplate an initial public offering of Company's stock on the Paris stock
exchange as early as







practicable taking into account Company's financial situation and market
conditions on the Paris stock exchange;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and set forth in the Services Agreement, the
parties hereto hereby agree as follows:


                                   ARTICLE 1.
                                   DEFINITIONS



1.1.  DEFINITIONS

      In this Agreement, the following terms shall have the following meanings:

      "AGREEMENT" means this agreement, and all schedules attached to this
      Agreement, in each case as they may be amended or supplemented from time
      to time. Unless otherwise indicated, references to Section and Sections
      are to Section and Sections in this Agreement;

      "API" has the meaning attributed in Schedule I;

      "APPROVED BUSINESS SERVICES" means real-time on-line human assistance
      services provided by the Company or its approved independent contractors
      in the French language to third parties pursuant to an agreement approved
      in writing. Approved Business Service may also mean any new services
      unrelated to real time online human assistance services which Webhelp may
      develop and which, at its discretion, it may make available to Company
      under this Agreement.

      "BUSINESS DAY" means any day, other than Saturday, Sunday or any statutory
      holiday in the State of New York;

      "COMPETITIVE BUSINESS" means engaging in any outsourced customer relations
      services, Internet Search, general interest Internet portal (such as
      Yahoo!, MSN, AOL or Excite);

      "CONFIDENTIAL INFORMATION" has the meaning attributed to that term in
      Section 8.1;

      "CONTENT" means the informational, literary, artistic or other content on
      the French Site or the English Site and which is not necessary for the
      performance of human-assisted Internet searches by users in the ordinary
      course;

      "DATA" has the meaning attributed to that term in Section 2.4.

      "ENGLISH SITE" means Webhelp's Web site currently located at the URL
      www.webhelp.com.


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      "FORCE MAJEURE" means any cause of any kind whatsoever not reasonably
      within the control of a party and includes, without limitation, acts of
      God and the public enemy; the elements; fire; accidents; vandalism;
      sabotage; power failure; failure, delay or disruption of transportation
      facilities; inability to obtain, or curtailment of supplies of, materials,
      equipment, computer software (other than the Software) or labor required
      to perform or comply with any obligation or condition of this Agreement;
      strikes, lockouts or any other industrial, civil or public disturbances;
      any laws, orders, rules, regulations, acts or restraints of any government
      or governmental body or authority, civil or military, including the orders
      and judgements of courts, breakdowns or accident to communication networks
      or equipment (e.g. network failure, viruses, etc.) if and only if such
      breakdowns or accident to equipment are unforeseeable, unpreventable and
      beyond a party's control;

      "FRENCH SITE" means the French language version of the English Site
      proposed to be established by the Company located in France and having the
      domain name designation Webhelp.fr.

      "FRUSTRATED PARTY" has the meaning attributed to that term in Section
      14.1;

      "GOING CONCERN" means reaching, for fiscal year 2003, and any year
      thereafter a minimum annual amount of sales revenues of US$1,000,000.00
      (one million dollars).

      "MATERIALS" means the Software, and Webhelp's Facilitator Handbook (in
      English);

      "LICENSE" has the meaning attributed to it in Section 2.1;

      "ON-LINE" means any connection to a network known or unknown;

      "PERSON" means any individual, partnership, limited partnership,
      syndicate, sole proprietorship, Company or corporation with or without
      share capital, unincorporated association, trust, trustee, executor,
      administrator or other legal personal representative, regulatory body or
      agency, government or governmental agency, authority or entity however
      designated or constituted;

      "SERVICE PLATFORM" means Webhelp's service platform used to process
      certain aspects of Webhelp's human assistance services as more
      specifically described on Schedule II.

      "SOFTWARE" means machine-readable versions of the software application
      programs developed by Webhelp as more particularly described in Schedule
      I, and includes upgrades and new versions;

      "SOFTWARE SUPPORT" has the meaning attributed to that term in Section 4.1;

      "TECHNOLOGY TRANSFER" has the meaning attributed to that term in
      subsection 7.7.1;

      "TERMINATION EVENT" has the meaning attributed to that term in Section
      7.2;


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      "TERMINATION NOTICE" has the meaning attributed to that term in Section
      7.3;

      "THIRD PARTY CONSENTS" has the meaning attributed to that term in Section
      12.2;

      "TRADEMARK" means the Webhelp-TM- trademark.

      "WEBPAGE TEMPLATES" has the meaning attributed to that term in Schedule I.


                                   ARTICLE 2.
                                     LICENSE

2.1.  GRANT OF LICENSE

      Webhelp grants to the Company a non-transferable License (the "License")
to do any of the following:

      2.1.1.  to copy the Software onto the memory storage facility incorporated
              in the central processing unit of computer hardware owned or
              leased by the Company or independent contractors of the Company
              approved by Webhelp (the "Designated Hardware");

      2.1.2.  to load the Software into the random access memory of the
              Designated Hardware or components connected thereto by means of a
              local area network, if any;

      2.1.3.  subject to Section 2.2., to use, or permit approved independent
              contractors to use, the Software;

      2.1.4.  to access the Service Platform to perform the functions described
              in Schedule II, it being understood that the Service Platform is
              under Webhelp's control and such use is by way of Webhelp
              providing the technology applications and backbone to the French
              site;

for the purposes of providing real-time human-assisted Internet search services
to users of the French Site and providing Approved Business Services only and
for no other purpose.

2.2.  APPROVAL OF INDEPENDENT CONTRACTORS

      The Company may, with Webhelp's prior written consent, which shall not be
unreasonably withheld, retain independent contractors to provide real-time human
assistance services, provided that such contractors shall have entered into a
form of non-disclosure and other protective agreements substantially similar in
substance to the non compete/protective provisions of Webhelp's standard
Internet Services Agreement attached hereto as Schedule III.

2.3.  RESTRICTIONS ON USE

      The Company:


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      2.3.1. shall not reproduce any of the Materials in whole or in part in any
      way except, in the case of the Software, for backup or archival purposes
      and as necessary to use the Software, provided that all such copies shall
      contain all trademark, copyright and other proprietary legends of Webhelp
      on the Software so copied.

      2.3.2. may use the Software on backup computer equipment when the
      Designated Hardware or an associated unit required for use of the Software
      is temporarily inoperable until operable status is restored and processing
      on the backup equipment is completed.

      2.3.3. shall take appropriate action, by instruction, agreement or
      otherwise, with any individuals permitted access to any of the Materials
      so as to enable the Company to satisfy the Company's obligations under
      this Agreement. The Company shall deliver to Webhelp any evidence of the
      Company's compliance with this Section reasonably requested from time to
      time by Webhelp and the Company shall perform or refrain from performing,
      as the case may be, such actions for the protection of the Materials as
      Webhelp may from time to time reasonably require.

      2.3.4. shall not copy (except as permitted by Section 2.1), modify, alter,
      disassemble, decompile, translate or convert into human readable form, or
      reverse engineer, all or any part of the Software and shall not use all or
      any part of Materials to develop any derivative works or any functionally
      compatible or competitive software; notwithstanding the foregoing, Company
      shall be authorized to translate and customize the Webpage Templates, API,
      and documentation to the extent necessary to create the French site and
      such customization shall be considered a derivative work for the purposes
      of copyright law. In addition, if reasonable with respect to cost, time
      and effort, certain functions of the Service Platform may be modified to
      conform to French requirements such as payment processing and database
      utilization so long as such modification can be carried out with no
      disruption or alteration of Webhelp's current service; and

      2.3.5. shall not sell, lease, rent, License, sub-License, transfer,
      market, distribute, redistribute, or otherwise part with all or any part
      of the Materials or any copies of the foregoing, in any manner or in any
      form not expressly permitted by this Agreement.

2.4.  TITLE TO THE MATERIALS 

      All right, title and interest in and to and ownership of the Materials and
all copies thereof at all times remain with Webhelp and its third party
licensors, and the Company shall acquire no right, title or interest in or to
all or any part of the Materials or to copies thereof, except the right to use
the Materials in accordance with the terms of this Agreement. Title to the
medium containing the Software delivered to the Company shall remain with
Webhelp. Subject to Section 7.7., the Company agrees that it shall not, at any
time during or after the termination of this Agreement, contest or challenge
Webhelp's interest in the intellectual property rights in all or any part of the
Materials.

      All right, title and interest in and to and ownership of the all credit
card information, personal data such as e-mail addresses and user names, etc.
collected on or via the French site 


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(the "Data") remain at all times the property of the Company and Webhelp shall
acquire no right, title or interest in or to all or any part of the Data.Webhelp
is hereby granted the right to store the Data and to access high level Data only
for statistical purposes; Company's prior written consent being required before
Webhelp may disclose such statistics to third parties.

      The parties agree to fully cooperate with each other with regards to
registration with local data protection authorities and compliance with local
data protection laws in relation to the services to allow Company to provide the
services. Additional costs incurred by Webhelp under the foregoing shall be
borne by Company after the initial 12 month start-up period commencing on the
date of signature of this Agreement.

2.5.  TITLE AND RESTRICTIONS TO THE TRADEMARK

      Both Webhelp and Company shall be co-owners of the Trademark for the
territory of France, each party having a 50% interest in the Trademark. Webhelp
and Company shall file an application to register the Trademark as
co-applicants/co-registrants for the territory of France in connection with the
Approved Business Services. Webhelp and Company agree that the following terms
and conditions shall apply to the Trademark co-ownership.

      2.5.1.  Subject to Section 7.9, the Company shall have the exclusive right
              to use the Trademark in the territory of France for the term of
              this Agreement provided such use is restricted to a use in
              connection with the Approved Business Services and the French
              Site.

      2.5.2.  Company shall obtain Webhelp's prior written approval not to be
              unreasonably withheld with respect to the overall representation
              of the Trademark as it will be used generally in advertising and
              promotional materials both during this Agreement and after
              termination and this Subsection 2.5.2. shall survive the
              termination of this Agreement;

      2.5.3.  Upon the natural expiration of this Agreement or pursuant to
              Article 7, the parties agree that the buy out provisions of
              Section 7.9. shall apply with respect to the disposition of the
              Trademark for future use in France;

      2.5.4.  Webhelp has filed a Community Trademark Application and agrees
              that for the duration of this Agreement, it shall not enforce its
              rights as against the Company under that registration with respect
              to the territory of France.

      2.5.5.  Company and Webhelp agree that Company shall register the domain
              name Webhelp.fr and that no other Webhelp domain names or URL's
              shall be registered by Company.

      2.5.6.  Company can market its services in French speaking territories
              outside of France (excluding Quebec). However, notwithstanding the
              foregoing any promotion of the French Site or its business
              utilizing the Trademark outside of France must be approved in
              advance by Webhelp and such promotion must be aligned with any
              promotional efforts carried on by Webhelp or its licensee's in
              such French 


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              speaking territories. Such promotional efforts with respect to its
              services outside of France in French speaking territories may
              include the creation or co-involvement in a portal site utilizing
              the French speaking country's domain designation, provided such
              site is owned by Webhelp and provided further that any development
              of such site is subject to the prior approval and control of
              Webhelp.

      2.5.7.  So long as Webhelp does not actively promote itself in France,
              nothing in this Agreement prevents Webhelp from servicing any
              French company with respect to its English language service and
              such servicing shall not be construed as an infringement of any of
              the rights granted to Company hereunder.

      2.5.8.  So long as Company does not actively promote itself in territories
              where Webhelp has established its services, nothing in this
              Agreement prevents Company from servicing any company with respect
              to its French language service and such servicing shall not be
              construed as an infringement of any of the obligations provided
              hereunder.


                                   ARTICLE 3.
                         WEBHELP AND COMPANY OBLIGATIONS

3.1.  EXCLUSIVITY

      Webhelp shall not, nor shall Webhelp license to any third parties the
right to, use the Materials or the Service Platform during the term of this
Agreement for the purpose of operating a French language version of the English
Site, nor provide assistance or services in the French language to any
individual, business clients, non governmental organizations or governmental
bodies; nor shall Webhelp acquire any stock in a Company based in a
French-speaking territory whose principal activity directly competes with
Company's Approved Business Service Notwithstanding the foregoing or anything to
the contrary in this Agreement, Webhelp shall be entitled to service Canadian
national companies in the French language to whom it also provides English
language services.

      Furthermore, Company agrees that it will not promote itself and its
services to any Canadian or Quebec companies but Company may provide French
language services to such companies if approached by such unsolicited companies.
Webhelp also agrees to pass any French language only business leads to Company
arising in the Canadian marketplace.

3.2.  DELIVERY OF SOURCE CODE AND TECHNICAL INFORMATION

      Webhelp shall deliver to the Company copies of the source code for the
Software as well as all other technical information needed for the operation of
the Service Platform upon the following:

      (a)   In the event of a final determination of bankruptcy of Webhelp;


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      (b)   In the event, Webhelp and Company fail to re-negotiate the Agreement
            and Services Agreement, and Company requests the Technology Transfer
            pursuant to Section 7.7.

Webhelp further agrees to deposit in escrow with a mutually agreed upon third
party, a copy of the Software as well as other technical information needed for
the operation of the Service Platform and any and all updates, upgrades and new
versions of same, and name Company as a beneficiary under the escrow agreement
which shall provide for the aforementioned triggering events.



3.3.  MAINTENANCE OF BRAND-NAME

      Both parties shall use reasonable commercial efforts to maintain and
preserve the integrity and value of the Trademark/brand name.

3.4.  MAINTENANCE OF FRENCH SITE

      The Company shall maintain the French Site and the other services provided
by the Company in accordance with the quality and training procedures
communicated by Webhelp to the Company in writing and otherwise with at least
the same quality as the English Site.

3.5.  BUSINESS CLIENTS

      Both parties agree to closely collaborate through quarterly meetings to
maximize cross-selling opportunities and therefore agree to:

      3.5.1. exchange market and marketing information;

      3.5.2. disclose, where legally permitted, to each other the name and key
      information regarding all new clients; and

      3.5.3. provide each other with business leads and contacts, prospective
      and current client background information, negotiated terms and conditions
      with third party vendors and service providers, and technical requirements
      for Business to Business services.

      3.5.4. In the event one party provides the other party with a business
      lead which leads to a separately signed contract with that business lead,
      then such lead or client shall be considered owned by that party giving
      the lead for the territory or language which the agreement covers.
      Excluded from this provision are any sub-contracting deals between the
      parties where one acts as agent or provides services to the other for a
      client.

3.6.   MARKETING BUDGET

      The Company shall submit annual marketing budgets for Webhelp's written
approval, the first such budget being attached hereto as Schedule IV. Beginning
with the budget for 2001, such budgets shall be submitted to Webhelp in
reasonable detail at least 30 days before the 


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beginning of the year to which they relate. The Company agrees to make the
expenditures on marketing set forth in such approved annual budgets, or if no
such annual budget has been approved for the year, then the prior year's budget,
adjusted for general inflation in France, shall be utilized as the current year
budget. In any event, any such committed marketing budget may be modified in the
event of market fluctuations and Company's financial soundness.



3.6   RESTRICTIONS ON THE BUSINESS

      Both parties agree to abide by all applicable laws in the course of
performance of this Agreement, including occupational health rules, and shall
not place or cause to place on the website illegal or otherwise offensive
content.

      In addition, Webhelp commits to developing and adopting as soon as
possible a code of practice to the effect of ensuring that similar restrictions
are imposed on Webhelp, Webhelp's licensees and webcenter subcontractors.

3.7   COOPERATION AND TECHNICAL DEVELOPMENT COOPERATION

Both parties agree to cooperate in good faith during the course of performance
of this Agreement and, particularly, with regards to technical modifications and
evolutions.

To that end, the parties agree that a Technical Steering Committee shall be
formed to:

(i)   review local business opportunities and evaluate their impact on the
      service platform;

(ii)  review and find solution to technical problems;

(iii) assess technical evolutions, their desirability and feasibility;

(iv)  plan and monitor technical evolutions and to provide adequate training,
      hardware requirements for the upgraded technology; and

(v)   review services quality as provided in a quality insurance plan to be
      developed between the parties as soon as possible after execution of this
      Agreement and subsequently incorporated herein and made an integral part
      to the foregoing. The quality insurance plan shall set out more specific
      criteria than is currently set out under this agreement to deal with the
      effectiveness of communications between the parties and the level of
      service provided under the Services Agreement and this Agreement.

The Technical Steering Committee shall include a project manager for each party,
and such other participants as deemed appropriate and reasonable by each party.
The parties may request external persons to attend meetings, subject to the
provisions of confidentiality as set forth in this Agreement. The Steering
Committee shall meet as required whenever called by one of the parties but no
less that once every six months. Minutes of meetings shall be jointly prepared
by the 


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parties and such meetings may be held by telephone. Minutes will be expressly
approved within 2 weeks after the meeting.

In addition, Webhelp agrees to have Company sit on any evolution committee to
fulfill the aforementioned close cooperation obligation.

7.9   RIGHT OF FIRST REFUSAL

      In the event that during the Term of this Agreement, Webhelp commences to
entertain offers from potential third party licensees in other European
territories for other language versions (non-French/non-English) of the English
Site and the right to carry on Approved Business Services, then Webhelp agrees
to offer Company the right to make the first bid for such license ("First
Refusal Rights"). Webhelp shall send written notice to Company signifying its
intention to negotiate with potential European licensees for a particular
territory/language. Company shall respond within 15 business days with an offer
for such European territory. Webhelp may reject such offer, if in Webhelp's
opinion, acting reasonably and in good faith, the Company's offer is not in the
best interests of Webhelp's shareholders. Nothing in this Section shall prevent
Webhelp from operating within other European territories itself or from
licensing other language versions of the English Site to licensees located
outside of Europe. In addition, Companies First Refusal Right will be granted
only once for each European country in respect of which Webhelp entertains a
bid.


                                   ARTICLE 4.
                                SOFTWARE SUPPORT

4.1.  AGREEMENT TO PROVIDE SOFTWARE SUPPORT

      In addition to the services provided by Webhelp pursuant to the Services
Agreement, Webhelp shall provide to the Company support in the implementation
and operation of the Software by way of support services for no additional fees,
except for reimbursement of travel and living expenses after the initial 12
month start-up period.


                                   ARTICLE 5.
                                      FEES

5.1.  LICENSE AND SERVICE FEES

      5.1.1. In respect of the services rendered pursuant to the Software
Support and the License:

            5.1.2. during the first 12-months of the Initial Term, the Company
      shall pay to Webhelp US $1,500,000 in cash (the "Initial Payment"), 60
      days after the launch of the 


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      French site or no later than December 24th, 2000 by wire transfer to an
      account designated by Webhelp;

            5.1.3. Company shall pay to Webhelp a cash fee (the "Ongoing
      Payments") calculated in the following manner:

            (i)   For the initial 12 month period: 0% of Gross Revenue;

            (ii)  For the following 12 month period (second year): 2% of Gross 
                  Revenue;

            (iii) For the following 12 month period (third year): 2% of Gross 
                  Revenue;

            (iv)  For the following 12 month period (fourth year): 1% of Gross 
                  Revenue.

Gross Revenue shall be defined as the total consideration actually received by
Company or accruing to the benefit of the Company in accordance with French GAAP
and in accordance with the annual financial statements prepared by Company for
its shareholders. Without limiting the generality of the foregoing,
consideration can include non-monetary consideration provided such non-monetary
consideration can be valued monetarily. Company shall have the obligation to
account and remit to Webhelp the Ongoing Payments set out above, 15 days
following each month end.

7.9   RIGHT TO AUDIT 

      During the Term of this Agreement and for two (2) years thereafter,
Company agrees to keep all usual and proper records and books of account and all
usual and proper entries relating to Company's revenue and Webhelp shall have
the right at its own cost to cause an audit and/or inspection to be made of the
applicable records and books in order to verify statements issued by Company and
Company's compliance with the terms of this Agreement. Any such audit shall be
conducted by an independent certified public accountant selected by Webhelp
(other than on a contingent fee basis). Any audit and/or inspection shall be
conducted during regular business hours at Company's facilities with reasonable
notice. Such audits shall be made no more often than once every quarter (3
months).





5.3.  TAXES

The fees referred to in this Section 5 do not include any taxes. Webhelp agrees
to indemnify Company against any and all tax liability arising out of any
applicable withholding tax due on payments made by Company to Webhelp under the
foregoing Agreement. In the event that Webhelp instructs Company to withhold
such withholding tax from payments due to Webhelp, then liability for Company's
failure to comply with such request shall not be indemnified.


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                                   ARTICLE 6.
                                    UPGRADES

6.1.  UPGRADES AND NEW VERSIONS

      Webhelp shall provide to the Company copies of all upgrades and new
versions of the Software as they are made available by Webhelp.

      Webhelp shall give due consideration to Company's requests for upgrades
and new developments and shall closely associate Company to the decision process
for upgrades and new versions development

      In addition, Company may request that Webhelp provide specific development
services, particularly regarding wireless technology. Webhelp agrees to consider
such requests, and if reasonably feasible to develop such new technology taking
into account Webhelp's resources, cost of development, and state of existing
technology, enter into a development agreement with Company which will apportion
cost and ownership of any such new technology platform. Webhelp agrees to use
reasonable best efforts to address quickly and in good faith any such request.

Notwithstanding the foregoing, Webhelp may independently develop technology
applications not related to the Service Platform and the Approved Business
Services with respect to which it is under no obligation to license to Company.


                                   ARTICLE 7.
                              TERM AND TERMINATION

7.1.  TERM

      Subject to Section 7.2, the term of this Agreement shall commence on the
date set out on the first page of this Agreement and continue for 4 years
thereafter.

7.2.  TERMINATION EVENTS

      This Agreement shall terminate on the occurrence of any of the following
events (a "Termination Event"):

      7.2.1. at Webhelp's option, if the use of the Materials or the Service
      Platform by the Company exceeds the scope of the License conferred by
      Article 2;

      7.2.2. at Webhelp's option, if the Company makes any attempt to assign,
      sub-License or otherwise transfer any of its rights under this Agreement
      other than in accordance with this Agreement;

      7.2.3. upon the bankruptcy, insolvency, or dissolution of the Company or
      Webhelp;


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      7.2.4. at Webhelp's option, if within 2 months of the launch of the French
      Site the Company shall not have obtained at least US $10 million (amount
      encompassing all amounts raised by Company before such time) in available
      financing, the proceeds of which are to be used solely to fund the
      implementation of the Webhelp business plan in the French language;
      Webhelp agrees to waive such termination event if the aforementioned
      financing is not obtained due to substantial deterioration from the date
      of the letter of intent signed between the parties on March 30, 2000 of
      the Paris stock exchange and the Nasdaq Stock Market;

      7.2.5. at Webhelp's option, if the Company should cease to be a Going
      Concern provided that Company at such time, is not publicly traded (during
      which time this subsection 7.2.5. shall be deemed waived);

      7.2.6. in the event the Shareholders Agreement is terminated or Webhelp is
      no longer a shareholder, the sale, transfer or granting of Shares to any
      entity involved in a Competitive Business or a merger, amalgamation with
      an entity involved in a Competitve Business; or

      7.2.7. at either party's option, where the other party fails to perform or
      is otherwise in breach of its material obligations under the Agreement.
      Failure by Company to pay either the Initial Payment or the Ongoing
      Payments shall be considered a material breach.

7.3.  TERMINATION NOTICE

      Upon the occurrence of a Termination Event, a party may deliver to the
other a notice setting out the Termination Event. The party receiving this
notice shall use reasonable commercial efforts to remedy the Termination Event
as soon as possible. Except in the case of Section 7.2.4, if this party has not
cured the Termination Event within thirty (30) days after receipt of the notice
but has used reasonable commercial efforts to do so, this party shall be granted
a reasonable time (of ninety (90) days following the date of notice of the
Termination Event) in which to cure the Termination Event. If the receiving
party does not take such steps within such thirty (30) day period or fails to
cure the Termination Event within the cure period, then the initiating party may
exercise its option to terminate this Agreement pursuant to this Section 7.3 by
delivering a notice of termination (a "Termination Notice") to the other party.
Such Termination Notice shall terminate all of that party's obligations arising
pursuant to this Agreement subsequent to the date of the Termination Notice
except as provided in Section 7.5.

7.4.  EFFECT OF TERMINATION

      If this Agreement is terminated pursuant to Section 7.3, (i) the Company
shall immediately return to Webhelp all copies of and media containing the
Materials, (ii) the Company shall erase any copy of the Software copied onto the
Designated Hardware for installation purposes and erase all back-up and archival
copies of the Software; and (iii) Company shall lose its exclusivity rights to
the use of the Trademark in France under this Agreement and company's 50%
interest in the Trademark for France shall automatically revert to Webhelp at no
cost. The termination of this Agreement shall not limit either party from
pursuing any other remedies


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available to it, including injunctive relief, nor shall such termination relieve
the Company from its obligation to pay fees accrued prior to the termination.
Notwithstanding the foregoing, Section 3.2 (a) and Section 7.9.3 shall apply
with respect to a bankruptcy of Webhelp (e.g. transfer of source code/technology
information and transfer or 50% ownership interest in the Trademark for France
at no additional cost). Furthermore, in the event of a termination of this
agreement due to a material breach of this Agreement by Webhelp, then the
Trademark buy out provisions set out in Section 7.9. shall apply.

7.5.  SURVIVAL

      On termination of this Agreement, all the provisions of this Agreement
shall cease to apply as of the date of the termination except for the following:

      7.5.1.  Section 2.3. - Restrictions on Use

      7.9.5.  Section 2.4. - Title to Material

      7.9.6.  Section 5.2. - Right to Audit

      7.5.4.  Section 7.4. - Effect of Termination

      7.5.5.  Section 7.5 - Survival

      7.5.6.  Article 8 - Confidential Information

      7.5.7.  Article 9 - Warranty, Limitation of Liability, Indemnity

      7.5.8.  Article 10 - Intellectual Property and Proprietary Right 
              Infringement

      7.5.9.  Section 2.5. and 7.9. - Trademark

      7.9.5.  Section 7.8. -  Non Compete

      7.9.6.  Article 11 - Assignment

      7.9.7.  Article 14 - Force Majeure

      7.9.8.  Article 15 - Jurisdiction





7.6.  RE-NEGOTIATION RIGHTS

      Prior to expiration of this Agreement, either party may request the
negotiation of new agreements related to the subject matter of this Agreement
and the Services Agreement and proceed with such negotiation in the following
manner:


                                                                              14


      7.6.1.  no later than 6 months prior to expiration and the parties agree
              to hold such negotiation in such a manner as to properly determine
              whether a new agreement and proposed new terms are mutually
              beneficial to both parties; or

      7.9.5.  Upon the adoption of a formal resolution by the Company's board of
              directors to authorize the commencement of an initial public
              offering process, the Company may request that the parties meet
              and Webhelp agrees to meet to determine whether any of the terms
              and conditions of the Agreement may be amended with a view to
              increasing the likelihood of Company completing a successful
              public offering.

      7.9.6.  If a negotiation takes place as a result of the exercise of
              subsections 7.6.1 and/or 7.6.2. the parties agree to negotiate in
              good faith with a view to arriving at appropriate fees and term
              for any new agreement, and to base such negotiations on the
              principles and rates discussed by Webhelp in arriving at the fees
              for this Agreement and the Services Agreement;

      7.9.7.  The parties agree to cooperate towards finding a mutually
              satisfying agreement within a period of 3 months starting from the
              starting date defined under subsection 7.6.1. and 7.6.2.;

      7.9.8.  Notwithstanding any of the foregoing, nothing in this Agreement
              shall be construed as obligating either party to amend this
              Agreement.

7.7.        FAILURE TO RE-NEGOTIATE

            If the parties fail to re-negotiate a new Agreement pursuant to
      subsection 7.6.1. within the 3 month period outlined in subsection 7.6.4.,
      the parties shall enjoy the following rights:



      7.9.5.  Company shall have the right to request that Webhelp make
              available at no additional cost to Company, Webhelp's technology
              information relating to the Service Platform as defined in this
              Agreement (the "Technology Transfer"), including any and all
              proprietary source code, know-how, designs and generally all
              technical information necessary to perform the services provided
              by Webhelp under the services agreement and for the purposes of
              duplicating the Service Platform. In addition, specifically
              excluded from this subsection 7.7.1. are any third party licensed
              applications utilized by Webhelp in the Service Platform or
              otherwise.

      7.9.6.  Company may choose to have Webhelp provide access to its
              technology application in a third party arrangement wherein
              Company pays Webhelp on a usage basis (e.g. an Application Service
              Provider ("ASP") model). Notwithstanding the fact that Webhelp may
              not function as an ASP, this ASP service will be offered to
              Company at the current market value for equivalent 


                                                                              15


              services. Company agrees to purchase or implement any technology
              required to keep current with Webhelp's current technology
              application and Webhelp agrees to provide Company a reasonable
              period of time to make any such transition.

      7.7.3.  If Company does not pursue the courses of action set out in 7.7.1
              or 7.7.2., Webhelp shall have the right to acquire all outstanding
              shares in the Company at fair market value including without
              limitation, the value of the Agreement, Company's interest in the
              Trademark, and the Services Agreement. The process of agreeing on
              the valuation of the shares shall follow the method set out in the
              Shareholders Agreement. Webhelp shall notify Company and the other
              shareholders of Company of its desire to exercise the option to
              acquire all the shares within 21 days of the end of the 3 month
              period of negotiation set out above and the parties agree that the
              shares shall be transferred before the termination of the
              Agreement;

7.8.        NON-COMPETE

            The parties agree to the following non-compete conditions following
      termination of this Agreement based upon either Subsection 7.7.1. or
      7.7.2. being invoked:

      7.8.1.  In the event the Technology Transfer set out in subsection 7.7.1.
              is requested by Company, Webhelp expressly agrees not to compete
              with Company by providing a French language version of the English
              Site or providing the Approved Business Services in the French
              language for a period of 24 months from the date the Technology
              Transfer is completed and Company agrees that its utilization of
              the Technology Transfer and/or its provision of Approved Business
              Services shall be for the French language only for a period of 24
              months from the date of Technology Transfer without geographical
              limitations. Furthermore, Company agrees that during such period
              of time it will not try to compete indirectly by licensing or
              selling any parts or materials related to the Technology Transfer
              to any third parties (or related parties) that may have the effect
              of enabling such third parties to provide versions of the Approved
              Business Services in languages other than French;

      7.9.5.  In the event Company requests that Webhelp act as an ASP pursuant
              to Section 7.7.2., Webhelp expressly agrees not to compete with
              Company by providing a French language version of the English Site
              or the provision of Approved Business Services in the French
              language for a period of 12 months from the date that the ASP
              arrangement commences. Company agrees that so long as it utilizes
              Webhelp as an ASP, it shall provide the Approved Business Services
              in the French language only and may not operate an English
              language version of the French Site;

      Notwithstanding the foregoing, the non-compete provisions set out above
      shall not apply with respect to existing business to business customers of
      each party, at the time the Agreement terminates, that desire servicing in
      other languages. The parties further agree 


                                                                              16


      that the non-compete provisions set out above shall apply to any entities
      in which either party either directly or indirectly has a controlling
      interest.



   7.9.     TRADEMARK EXCLUSIVITY BUY OUT

            In the event Company exercises its rights either under Subsections
      7.7.1. or 7.7.2. or the Agreement naturally expires without Subsections
      7.7.1., 7.7.2. or 7.7.3. being invoked (or the Agreement terminates as a
      result of Webhelp's material breach of this Agreement), either party ("the
      Proposer") may propose in writing, a valuation in US dollars of the other
      party's ("the Offeree") co-right to use the Trademark (and related
      registrations such as the domain name) in the French territory ("Use
      Rights"). Upon receipt of such proposed valuation, the Offeree shall have
      the option and the obligation to elect either to sell its Use Rights to
      the Trademark to the Proposer or to purchase the Proposer's Use Rights at
      the proposed valuation. Notwithstanding the foregoing, in the case where
      Webhelp purchases the Use Rights, Company's co-ownership interest shall
      also be transferred to Webhelp such that Webhelp owns 100% of the
      Trademark (and domain name) in the Territory of France. The following
      conditions shall apply to the co-ownership of the Trademark if this
      Section 7.9. is invoked based upon the foregoing:

      7.9.5.  In the event that Company purchases Webhelp's Use Rights, it
              agrees (i) to use the Trademark only for the Approved Business
              Service; and (ii) to abide by subsection 5.2.2. relating to
              Webhelp's right to approve the representation of the Trademark. In
              the event Company breaches this Subsection 7.9.1., Company's 50%
              ownership in the Trademark for the territory of France shall be
              transferred to Webhelp and Company shall no longer have the right
              to use the Trademark in the French territory;

      7.9.6.  Webhelp currently has filed a Community Trade Mark ("CTM")
              application and agrees that in the event Company purchases the Use
              Rights, Webhelp will not enforce its CTM rights for the French
              territory;

      7.9.7.  Notwithstanding anything to the contrary stated herein, in the
              event of bankruptcy of Webhelp in the case where Company has
              purchased the Use Rights, Webhelp's co-ownership interest in the
              Trademark for the territory of France shall be automatically
              transferred to the other party. In the event that at any time
              either during this agreement or after, Company goes bankrupt, its
              50% ownership interest shall be transferred to Webhelp;

      7.9.8.  In the event that Webhelp purchases the Use Rights to the
              Trademark, Company agrees to execute all documents required to
              transfer the domain name for the territory of France which
              utilizes the Trademark (e.g. currently Webhelp.fr).

      7.9.9.  In the event Company has obtained a Technology Transfer under
              section 7.7.1 and if Webhelp acquires Company's 50% interest in
              the Trademark, the parties


                                                                              17


              expressly agree that Company shall be granted a call option by
              Webhelp on Webhelp's Company shares. Company shall notify Webhelp
              of its intent to proceed with the exercise of the call option
              within 21 business days from the date of such acquisition. Company
              shall then have 3 months from the date of notification to
              effectively exercise such right.

Notwithstanding the foregoing, in the event that Subsection 7.7.1. is invoked by
Company, Company must be the Proposer at the time of such transfer unless
otherwise agreed by the parties. In all other cases, either party may be the
Proposer. This Section 7.9. shall not be applicable upon termination of the
Agreement based upon a Termination Event as set out in Section 7.2. where such
Termination Event relates to acts or omissions concerning the Company.

7.10. In the event that Webhelp is no longer a shareholder in the Company as a
result of the exercise of the "drag along rights" pursuant to Section 6.12. of
the Shareholders Agreement, Webhelp shall be entitled to terminate this
Agreement within 90 days of the transfer of its shares in the Company and no
rights under this Agreement shall flow to such transferee upon termination.


                                   ARTICLE 8.
                                 CONFIDENTIALITY

8.1.  OBLIGATION TO KEEP CONFIDENTIAL

      The Company acknowledges that the Materials, this Agreement and the
Services Agreement constitute valuable confidential information (the
"Confidential Information") of Webhelp. The Company therefore, shall, in respect
of the Confidential Information:

      8.1.1. take reasonable steps (including those steps that it takes to
      protect its own information that it regards as confidential) to keep the
      Confidential Information confidential;

      8.1.2. not disclose or otherwise make available the Confidential
      Information to any third party except to such directors, officers,
      employees and agents of the Company who have a need to have access to the
      Confidential Information for the purposes set forth in Section 2.1; and

      8.1.3. issue written instructions to the Company's directors, officers,
      employees and agents requiring them to comply with its obligations
      referred to in this Section 8.1 and to use the Confidential Information
      only in connection with the Software. Any failure on the part of any of
      them to comply with such written instructions shall be deemed to be a
      breach of this Article by the Company.

      8.1.4. notwithstanding the foregoing, Company is authorized to disclose
      the Confidential Information to professional advisers, subject to the
      execution of the non disclosure agreement (attached hereto) where such
      professional advisers are not under a professional duty of
      confidentiality.


                                                                              18


8.2.  PERMITTED DISCLOSURE

      This Section shall not apply to Confidential Information that:

      8.2.1. is in the public domain other than as a consequence of a breach of
      the obligations contained in this Agreement to maintain the
      confidentiality of such Confidential Information;

      8.2.2. is known by the Company prior to its disclosure by Webhelp or is
      independently developed by the Company without breach of the obligations
      contained in this Agreement; or

      8.2.3. has been received by the Company from a third party who is not
      subject to obligations similar to the obligations contained in this
      Agreement.

8.3.  UNAUTHORIZED DISCLOSURE

      The Company shall notify Webhelp of the existence of any unauthorized
possession or use of Webhelp's Confidential Information promptly after
discovering any unauthorized disclosure, possession, or use of such Confidential
Information by any Person, and of the circumstances surrounding such
unauthorized disclosure, possession or use. The Company shall co-operate with
Webhelp, at Webhelp's expense, unless the Company was at fault for the
unauthorized disclosure, to stop such unauthorized disclosure, possession or
use.

8.4.  COURT ORDERS

      In the event that any of the Company or any other Person to whom the
Confidential Information is provided as permitted by this Agreement receives
notice indicating that it may or shall be legally compelled to disclose any of
the Confidential Information, it shall provide Webhelp with prompt notice so
that Webhelp may, at its sole option, discretion and expense, seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this Agreement within the time specified in the order or legal notice, failing
which Company may disclose such Confidential Information.

8.5.  INJUNCTIVE RELIEF

      The foregoing agreements and covenants set forth in this Article shall be
construed as being an agreement independent of any other provisions in this
Agreement. The Company acknowledges that its failure to comply with the
provisions of this Article shall cause irreparable harm to Webhelp which cannot
be adequately compensated for in damages, and accordingly acknowledges that
Webhelp shall be entitled, in addition to any other remedies available to it, to
interlocutory and permanent injunction relief to restrain any anticipated,
present or continuing breach of this Article 8.

      Notwithstanding the foregoing, Company may disclose Confidential
Information necessary to establish a claim in any proceeding against Webhelp.

                                                                              19


8.6.  RETURN OF CONFIDENTIAL INFORMATION

      Upon the expiration or earlier termination of this Agreement, the Company
shall promptly return to Webhelp all documents and other material containing
Confidential Information of Webhelp.


                                   ARTICLE 9.
                  WARRANTY, LIMITATION OF LIABILITY, INDEMNITY

9.1.  DEFECTIVE MEDIA

      The Company's sole remedy for defective media embodying the Materials is
timely replacement by Webhelp of the defective media.

9.2.  WARRANTIES

      THE MATERIALS AND ACCESS TO THE SERVICE PLATFORM ARE PROVIDED TO THE
COMPANY WILL SUBSTANTIALLY CONFORM TO TECHNICAL AND FUNCTIONAL DESCRIPTION
ATTACHED AS SCHEDULES TO THIS AGREEMENT OR TO THE SERVICES AGREEMENT SUBJECT TO
MODIFICATION AND UPGRADES MADE FROM TIME TO TIME TO IMPROVE THE SERVICE PLATFORM
OR EXPAND ITS CAPABILITY.

9.3.  CUMULATIVE LIABILITY

      Notwithstanding anything to the contrary in this Agreement or any statute
or rule of law to the contrary, subject to Section 9.5, either party's
cumulative liability for all claims arising out of or in connection with this
Agreement, the Services Agreement and any Schedules attached hereto or thereto,
whether directly or indirectly, including, without limitation, from or in
connection with the Agreement, use or improper functioning of the Software or
the Service Platform or the provision of Software Support, or claims related to
the Trademark, shall not exceed the total cash fees paid by the Company pursuant
to Article 5 to this Agreement and the Service Agreement from the date of
signature of this Agreement.

9.4.  NO LIABILITY FOR INDIRECT DAMAGES

      WEBHELP SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL
DAMAGES OF THE COMPANY OR OF ANY THIRD PARTY CLAIMS AGAINST THE COMPANY,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, OR
FAILURE TO REALIZE EXPECTED SAVINGS, HOWEVER DERIVED.

9.5.  INDEMNITY IN RESPECT OF THIRD PARTY CLAIMS

      The Company shall indemnify Webhelp and hold Webhelp harmless for and
against any and all claims which a third party may assert against Webhelp by
reason of or as a consequence of the use of the Materials or the Service
Platform by the Company. Webhelp shall indemnify Company and hold Company
harmless for and against any and all claims which a third party may 

                                                                              20



assert against Company by reason of or as a consequence of Webhelp's provision
of services using the Materials of the Service Platform.

9.6.  APPLICATION

      This Article applies regardless of the basis on which the Company is
entitled to claim, including but not limited to contract or tort, even if the
damages are caused by breach of contract (including, without limitation,
fundamental breach), or by the negligence, gross negligence, negligent
misrepresentation or other fault of Webhelp, and even if Webhelp has been
advised of the possibility of these damages.


                                   ARTICLE 10.
            INTELLECTUAL PROPERTY AND PROPRIETARY RIGHT INFRINGEMENT

10.1. INDEMNITY IN RESPECT OF PROPRIETARY RIGHT INFRINGEMENT

      Webhelp shall indemnify the Company and save the Company harmless for and
against any and all costs, losses, damages, liability, claims and demands
incurred by or made against the Company up to the time any such claim is settled
or adjudicated, alleging that the use of the Materials and of the Trademark
(including registration of the Trademark in France) (other than any Content
incorporated therein) by the Company in accordance with the terms of this
Agreement infringes or otherwise breaches the copyright, trade secret, or other
intellectual property including Trademark, other than patent rights, of any
third party; provided that the Company gives Webhelp prompt notice of, and
reasonable assistance in defending, any claim to which this Article applies, and
provided further that Webhelp or a third party designated by Webhelp shall have
sole authority to defend and contest or settle any claim to which this Article
applies. Webhelp shall be responsible for all legal costs associated with such
defense.

10.2. INDEMNITY IN RESPECT OF PATENT RIGHT INFRINGEMENT

      Webhelp shall have no liability under this Article for, and the Company
shall indemnify and save Webhelp harmless for and against any and all costs,
losses, damages, legal costs and expenses, liability, claims and demands
incurred by or made against Webhelp in connection with, any claim described in
Section 10.1 and any claim for breach of patent rights which is based upon the
use of the Materials by the Company:

      10.2.1. in connection with any other hardware, software or services not
      provided by Webhelp, or

      10.2.2. in any manner which is not authorized by this Agreement.

10.3. REMEDIES

      If any of the Materials or intellectual property rights subject of this
Agreement becomes, or in Webhelp's judgement is likely to become, the subject of
a claim that infringes a proprietary 

                                                                              21



right or if Webhelp settles a claim of infringement, Webhelp may, at its sole
option, discretion and expense:

      10.3.1. obtain for the Company the right to continue using any of same;
      or

      10.3.2. replace, or modify any of same to make them non-infringing so long
      as the replacement or modification is of equal quality and performs to the
      same or better level of performance as the Materials and intellectual
      property rights or in the case of the Trademark to adopt a non-confusing
      /infringing trademark.

10.4. ENTIRE LIABILITY AND REMEDY

      Articles 9 and 10 state the entire liability of Webhelp and the exclusive
remedy of the Company with respect to any claim of infringement, including
patent, copyright, trade secret infringement or Trademark.


                                   ARTICLE 11.
                                   ASSIGNMENT

11.1. ASSIGNMENT BY COMPANY

      The Company may not sub-License (other than in accordance with this
Agreement), assign, pledge, grant a security interest in or otherwise transfer
this Agreement or any of its rights or obligations under this Agreement, to any
Person. Any attempt or any purported act or attempted act to do any of the
things prohibited by this Article shall be null and void.

11.2. ASSIGNMENT BY WEBHELP

      This Agreement may be assigned by Webhelp.

11.3. AGREEMENT BINDING ON SUCCESSORS AND ASSIGNS

      This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.


                                   ARTICLE 12.
                         REPRESENTATIONS AND WARRANTIES

12.1. REPRESENTATION AND WARRANTY BY WEBHELP

      Webhelp represents and warrants to the Company that, to its knowledge, the
Materials (other than any Content incorporated therein) do not infringe any
patent, copyright, or any other proprietary right in respect of the Materials
(other than any Content incorporated therein).

                                                                              22



                                   ARTICLE 13.
                              TERMS AND CONDITIONS

13.1. COMPLIANCE BY COMPANY

      The directors, officers, employees and agents of the Company shall observe
and comply with this Agreement, and any material breach of this Agreement
uncured within a period of 10 working days after notice of the breach shall be
deemed to be a breach by the Company.


                                   ARTICLE 14.
                                  FORCE MAJEURE

14.1. DELAY CAUSED BY FORCE MAJEURE

      If, by reason of Force Majeure, either party hereto (the "Frustrated
Party") is delayed or unable, in whole or in part, to perform or comply with any
obligation or condition of this Agreement (other than an obligation to pay),
then it shall be relieved of liability and shall suffer no prejudice for failing
to perform or comply or for delaying such performance or compliance during the
continuance and to the extent of the inability so caused from and after the
happening of the event of Force Majeure, provided that it gives to the other
party prompt notice of such inability as soon as practicable and reasonably full
particulars of the cause thereof. If notice is not promptly given, taking into
account the effects of the event of Force Majeure, then the Frustrated Party
shall only be relieved from performance or compliance from and after the giving
of such notice. The Frustrated Party shall use reasonable commercial efforts to
remedy the situation and remove, so far as possible with reasonable dispatch,
the cause of its inability to perform or comply, provided, however, that
settlement of strikes, lockouts and other industrial disputes shall be within
the discretion of the Frustrated Party. The Frustrated Party shall give prompt
notice of the cessation of Force Majeure.


                                   ARTICLE 15.
                                     GENERAL

15.1. SUBMISSION TO JURISDICTION

      Each of Company and Webhelp agrees that any suit, action or proceeding
arising out of or relating to this Agreement against it or any of its assets may
be brought in any court of the State of New York or the United States sitting in
New York, New York and each of Company and Webhelp hereby irrevocably and
unconditionally attorns and submits to the jurisdiction of such courts over the
subject matter of any such suit, action or proceeding. Each of Company and
Webhelp irrevocably waives and agrees not to raise any objection it might now or
hereafter have to any such suit, action or proceeding in any such court
including, without limitation, any objection that the place where such court is
located is an inconvenient forum or that there is any other suit, action or
proceeding in any other place relating in whole or in part to the same subject
matter.

                                                                              23



      Each of Company and Webhelp agrees that any judgment or order in any such
suit, action or proceeding brought in such a court shall be conclusive and
binding upon it and consents to any such judgment or order being recognized and
enforced in the courts of its jurisdiction of incorporation or any other courts,
by registration or homologation of such judgment or order, by a suit, action or
proceeding upon such judgment or order, or any other means available for
enforcement of judgments or orders, at the option of Webhelp or Company,
provided that service of any required process is effected upon it in the manner
specified in Section 15.5 or as otherwise permitted by law. Nothing in this
Section shall restrict the bringing of any such suit, action or proceeding in
the courts of any other jurisdiction.

15.2. PUBLIC NOTICES

      No press release or other announcement concerning the transaction
contemplated by this Agreement shall be made by either of the parties, without
the prior written consent of the other party (such consent not to be
unreasonably withheld) provided, however, that either party may, without
consent, make such disclosure if the same is required by any stock exchange on
which any of the securities of that party or any of its affiliates are listed or
by any securities commission or the Nasdaq Stock Market or other similar
regulatory authority having jurisdiction over that party or any of its
affiliates, and if such disclosure is required the party making such disclosure
shall use reasonable efforts to give prior oral or written notice to the other,
and if such prior notice is not possible, to give such notice immediately
following the making of such disclosure.

15.3. EXPENSES

      Each of Webhelp and Company shall be responsible for the expenses
(including fees and expenses of legal advisers, accountants and other
professional advisers) incurred by it, respectively, in connection with the
negotiation and settlement of this Agreement and the completion of the
transaction contemplated hereby.

15.4. AMENDMENT OR MODIFICATION, WAIVER

      No provision of this Agreement may be amended or modified unless such
amendment or modification is agreed to in writing and signed by each party
hereto. Except as otherwise specifically provided in this Agreement, no waiver
by any party hereto of any breach by the other party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar provision or condition at the same or any
prior or subsequent time.

15.5. NOTICES

      All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) on
the date of service if served personally on the party to whom notice is given,
(ii) on the day of transmission if sent via facsimile transmission to the
facsimile number given below, provided telephonic confirmation of receipt is
obtained promptly after completion of transmission,


                                                                              24




      (iii) on the business day after delivery to an overnight courier service
or the Express mail service maintained by the United States Postal Service,
provided receipt of delivery has been confirmed, or (iv) on the fifth day after
mailing, if mailed by registered or certified mail, postage prepaid, properly
addressed and return-receipt requested, in all cases to the parties as follows:

      If to the Company:

      If to Webhelp:

      One Dundas Street West
      Suite 2500
      Toronto, Ontario  M5G 1Z3
      Canada
      Attention: Kerry Adler
      Telecopier: (416) 204-1939

      With a copy to:

      John D. Burton
      Webhelp.com Inc.
      237 Park Avenue
      20th Floor
      New York, New York  10017
      U.S.A.
      Telecopier:  (646) 349-2065


      Any party may change its address by giving the other party written notice
of its new address in the manner set forth above.

15.6. ENTIRE AGREEMENT

      This Agreement and the Agreement contain the entire agreement between the
parties hereto with respect to the subject matter hereof and thereof. This
Agreement and the Agreement supersede all prior understandings, negotiations and
agreements between the parties with respect to the subject matter hereof. In
case of contradiction between the terms contained in the Agreement, the Services
Agreement, and the schedules attached thereto, construction of such terms shall
be made with reference to the commercially reasonable intent of the parties
acting in perfect good faith.

15.7. SEVERABILITY

    If any provision herein contained shall be held to be illegal or
unenforceable, such holding shall not affect the validity or enforceability of
the other provisions of this Agreement.


                                                                              25




15.8. GOVERNING LAW

      This Agreement shall be construed in accordance with the laws of the State
of New York applicable to contracts entered into and to be performed entirely
within that State, without reference to any conflict of laws principles that
would apply the laws of any other jurisdiction.

15.9. BINDING EFFECT

      This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto, and their respective successors and permitted assigns.

15.10. COUNTERPARTS

      This Agreement may be executed in counterparts and each of such
counterparts shall for all purposes be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

15.11. INTENTIONS OF THE PARTIES

      The parties hereto intend, in good faith, that this Agreement and the
transactions contemplated hereby be conducted in such a manner so as to comply
with all applicable laws, rules and regulations governing the services
contemplated hereby.

15.12. COOPERATION

      The parties agree to cooperate in perfect good faith during the course of
the performance of this Agreement and will cooperate closely with regard to
technical modifications and evolutions. In addition, the parties will use their
best efforts to have the other party benefit from negotiated terms and
conditions with third party vendors or service providers.

15.13.  AUDIT

      Company shall have the right to audit Webhelp's documents and/or
facilities in order to:

(i)   ensure compliance with applicable data protection rules;

(ii)  verify the actual cost to Webhelp for specific development services
      ordered by Company under this Agreement;

(iii) verify third party invoices to Webhelp on Company's per use charges;



Such audit shall be performed at Company's expense and shall occur only twice a
year.


                                                                              26



15.14. TESTING AND RELEASE PROCEDURE

      The parties agree to have the French site and Webcenter tested upon
completion by Webhelp of the services to be performed for the set up of the
French Site. Such tests shall include:

      (i)   an initial test of the French site and first Webcenter to the effect
            of showing the functioning of the entire chain including the French
            site, the Services Platform, and the Webcenter; at the end of such
            initial test the parties will sign an initial tests certificate
            stating errors, technical difficulties or any other reservations
            which Webhelp and Company agree to use best efforts to cure within a
            commercially reasonable period of time; a second initial test shall
            be performed when such reservations have been cured;

      (ii)  upon completion of the initial test procedure as aforedescribed,
            Company will conduct online testing over a two week period and shall
            sign and remit to Webhelp a release certificate upon successful
            completion of such testing; any reservations resulting from such
            online testing shall be cured by Webhelp and Company within a
            commercially reasonable period of time.



      No operational use of the French site or of the Webcenter shall constitute
tacit release of same and only upon completion of such testing procedure, shall
the French site be considered having been launched.


                                                                              27




                                      * * *

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.



                                          WEBHELP.COM INC.







                                          By  ____________________________
                                              Name:
                                              Title:


                                          WEBHELP S.A.





                                          By  _____________________________
                                              Name:
                                              Title:


                                                                              28


                                                                    SCHEDULE IV




MARKETING BUDGETS FOR WEBHELP.FR


Webhelp.fr should start its operation in September 2000.

Marketing expenses include
o     On-line and off-line global advertising costs
o     Promotional events
o     Public relation events
o     Direct marketing expenses
o     Spending in any promotional documentation

Marketing expenses have been forecasted taking into account (i) the current and
projected number of internet users in France and in French speaking territories
(ii) the ability to serve the demand thanks to adequate webcenters. The
objective being to spend enough resources in marketing expenses in order to
maximise the webhelp penetration rate on the internet use population without
harming the quality of service due to the inability to serve a high level of
traffic.

Marketing Budget based on a launch date for the 1st of September

2000 : US $ 590,000     (4 months of operations)
2001 : US $ 2,200,000





                                  SCHEDULE III


                           INTERNET SERVICES AGREEMENT


            INTERNET SERVICES AGREEMENT (this "Agreement") dated as of ______
___, 2000, between Webhelp.com Inc., a Delaware corporation ("Webhelp"), and
__________, a _______________ (the "Company").

                              W I T N E S S E T H :


            WHEREAS, Webhelp currently maintains a Web site and provides certain
real-time human assistance and related services;

            WHEREAS, the Company owns a Web center that to provides outsourced
Internet services in the English language; and

            WHEREAS, Webhelp and the Company desire to enter into an agreement
whereby the Company shall provide Webhelp with certain services in connection
with the Webhelp's business;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto hereby agree as follows:

1.    DEFINITIONS.

      The capitalized terms listed below shall have the following meanings when
used in this Agreement and any schedules, attachments, and amendments.

      (a) "Chat Requests" shall mean a Request routed to the Company for
resolution in real-time online chat with a Web WizardTM Professional.

      (b) "Confidential Information" means nonpublic information that the party
disclosing such information ("Disclosing Party") designates as being
confidential or which, under the circumstances surrounding disclosure ought to
be treated as confidential. "Confidential Information" includes, without
limitation, information relating to Disclosing Party software in use or in
development, Disclosing Party's system architecture, Disclosing Party's
operations or training, the marketing or promotion of any Disclosing Party
product, Disclosing Party's business policies or practices, financial
information and projections of Disclosing Party, information received from
others that Disclosing Party is obligated to treat as confidential and all of
the terms of this Agreement (including but not limited to its existence) and all
discussions and negotiations related thereto. Confidential Information disclosed
to the party receiving such information ("Receiving Party") by any of Disclosing
Party's subsidiaries Disclosing Party or any of their respective employees or
agents is covered by this Agreement. Confidential Information shall not include
any information that: (i) is or subsequently becomes publicly available without



                                                                               2

Receiving Party's breach of any obligation owed Disclosing Party, (ii) became
known to Receiving Party prior to Disclosing Party's disclosure of such
information to Receiving Party; (iii) became known to Receiving Party from a
source other than Disclosing Party other than by the breach of an obligation of
confidentiality owed to Disclosing Party; or (iv) is independently developed by
Receiving Party without the use of any of the Confidential Information.

      (c) "Confidential Materials" shall mean all tangible materials containing
Confidential Information, including without limitation written or printed
documents and computer disks or tapes, whether machine or user readable.

      (d) "Customer" shall mean any end-user of Webhelp's services, whether on
Webhelp's own Web site, on one of Webhelp's client's Web sites or otherwise.

      (e) "Effective Date" shall mean the date on which this Agreement becomes
effective as set forth in the first paragraph of this Agreement.

      (f) "Handled Requests" shall mean total Requests taken by a Web Wizard-TM-
Professional, as opposed to requests terminated prior to a Web Wizard-TM-
Professional interacting with the Customer, or in the case of e-mail responses,
Requests not responded to within 24-hours of the Request.

      (g) "Request" shall mean an online request by a Customer for assistance
which is routed to the Company by Webhelp for resolution pursuant to the terms
of this Agreement.

      (h) "Services" shall mean the customer support services to be provided by
Company under this Agreement.

      (i) "Term" shall mean the duration of this Agreement pursuant to Section
__.

      (j) "Web Wizard-TM- Professional" shall mean any individual, including, 
but not limited to, employees, agents or independent contractors or employees or
agents of independent contractors, of the Company, who has any responsibility
for providing any Services in accordance with the terms of this Agreement,
including, without limitation, supervisors and other management personnel.

      2.    SERVICES.

      (a)   GENERAL. The Company agrees to provide the Services to Webhelp in
accordance with the terms and conditions of this Agreement. The Services shall
include responding to certain Requests from Customers twenty-four hours per day,
seven days per week, as more fully detailed in Schedule I hereto. The Company
will be responsible for maintaining all equipment and services necessary to
provide the Services including, without limitation, the equipment necessary to
handle all Customer Request, including all costs associated therewith.

      (b)   PERFORMANCE REQUIREMENTS. The Company shall use best efforts and
capable expertise to resolve Customer inquiries; provided that Company shall, at
a minimum, follow all policies and procedures set forth in any training
materials as described in Section 2(h). In the event that 


                                                                               3


the Company is unable to resolve an inquiry after applying its best efforts and
capable expertise, [the Company shall escalate the problem to Webhelp as
described in the training materials provided by Webhelp].

      (c)   EQUIPMENT. The Company shall provide, at its own expense, all
equipment and services necessary to provide the Services including, without
limitation, Internet access with an average response time of ___ seconds when
used with Webhelp's specified chat application and at least _____ fully equipped
Web WizardTM workstations 24 hours a day, seven days a week.

      (d)   BACKUP. The Company recognizes the need to provide assistance to
Customers in the event of any disruption in service from any cause, including
but not limited to incapacitating damage to equipment or facilities required in
the performance of the Services, caused by fire, civil disturbance, strikes,
acts of nature or similar situations. In the event that a Company's facility
that is used for purposes of this Agreement is incapacitated for any reason, the
Company will follow the policies and procedures, including, but not limited to,
the backup and disaster recovery procedures, set for in Schedule III in order to
resume providing Services according to the terms of this Agreement.

      (e)   REPORTING. The Company will provide to Webhelp the following
information:

            (i)   on a [monthly] basis, within ___ days of the end of each 
                  [calendar month]:

            o     [OFFERED REQUESTS]
            o     [REQUESTS RESOLVED]
            o     [HANDLED REQUESTS]
            o     [NUMBER OF ABANDONED REQUESTS]

            (ii) on a daily basis, within ___ hours of ____:

            o     all hours worked, broken down by employee

            

            (iii) from time to time, all information related to the Services
      that Webhelp informs the Company has been requested by Webhelp's clients;
      and

            (iv) from time to time, such other information related to the
      Services as Webhelp shall reasonably request.

      (a)   PERSONNEL AND ACCESS. The Company shall be responsible for
determining the number of Web Wizard-TM- Professionals to be employed by the 
Company for the purpose of handling all Company obligations under the 
Agreement. The Company shall be solely responsible for all compensation of 
any nature accruing to the Support Professionals for Services performed by 
the Web Wizard-TM-Professionals. All Web Wizard-TM- Professionals shall be 
competent in personal computer use and written English. The Company shall 
provide persons designated by Webhelp with access to all facilities at which 
Services are performed and Webhelp shall have access to one office at the 
facility where most of the Services are performed. The Company shall make 
available its executives and managers to meet at reasonable times with the 
executives and managers of Webhelp at Webhelp's corporate headquarters; 
provided that Webhelp shall 


                                                                               4


reimburse the Company for all reasonable, documented, out-of-pocket travel, food
and lodging expenses incurred by the Company in connection with any such
meeting.

      (b)   COMPANY-PROVIDED TRAINING. The Company is responsible for
implementing training procedures for all Web Wizard-TM- Professionals to ensure
that such personnel comply with the requirements of this Agreement.

      (c)   WEBHELP PROVIDED TRAINING. Webhelp will provide "train-the-trainer"
training at no charge to the Company. Such training will include any scripts, 
service information, or specific requests by Webhelp for handling requests. 
The Company acknowledges and agrees that as a result of Webhelp providing 
"train-the-trainer" training and materials, Company shall be responsible for 
internal and ongoing training of the Web Wizard-TM- Professionals after 
receiving the "train-the-trainer" training and materials. The Company is 
granted a non-exclusive, personal, non-transferable, non-assignable, 
royalty-free license to reproduce for the Term such "train-the-trainer" 
materials for its internal use only, to provide the internal and ongoing 
training required under the terms of this Agreement. The license grant 
provided for in this section shall expire upon expiration or termination of 
this Agreement. Upon expiration or termination of this Agreement, the Company 
shall, at Webhelp's request, either return to Webhelp or destroy any and all 
materials provided to the Company by Webhelp under this Agreement, including 
all copies thereof.

      (d)   MONITORING AND ANALYSES. The Company shall monitor daily, on a
random sampling basis across all hours of the day, the services provided
hereunder and the Internet communications used in providing such services. In
addition, upon Webhelp's request, the Company shall provide Webhelp with
analyses and recommendations as to the provision of services hereunder,
including, without limitation, the need for multilingual Web Wizard-TM-
Professionals or other means of responding to Requests that are not in English
and modifications to the Web Wizard-TM- phrases provided by Webhelp pursuant to
Section 2(h).

      3.    COVENANTS OF WEBHELP.

      (a)   INCREASES IN STAFFING. Webhelp shall give the Company at least [one
week's] advance notice of any required increase in the number of, or hours
worked by, Web Wizard-TM- Professionals.

      (b)   DECREASES IN STAFFING. Webhelp shall give the Company at least ___
hours advance notice of any required decrease in the number of Web Wizard-TM-
Professionals, including, without limitation, due to quality issues.

      (c)   SOFTWARE AND TRAINING MATERIALS. Webhelp shall provide or make
available to the Company sufficient copies of the application software and
training materials in order for the Company to perform the Services in
accordance with this Agreement.

      3.    FEES. Webhelp shall pay the Company the fees set forth on Schedule
II hereto. Payment terms are net ____ days after receipt of an invoice and
payment shall be made by wire transfer to an account designated in writing by
the Company from time to time. If Webhelp and 



                                                                               5


the Company disagree on the amount indicated as due in an invoice, then Webhelp
will pay all undisputed portions of the invoice in accordance with this Section
3 and will provide the Company with written notice of the disputed amount within
_____ days of Webhelp's receipt of the applicable invoice and a representative
from each of the Company and Webhelp shall meet within _____ days of such
written notice and shall negotiate in good faith to resolve such dispute within
_____ days. Each of the parties shall be solely responsible for payment of its
expenses.

      4.    TERM.

      (a)   INITIAL TERM. This Agreement shall commence on the date hereof and
shall continue for a period of _____ years (the "Initial Term").

      (b)   RENEWAL.

            (i) If Webhelp is not in material default under the terms of this
      Agreement, at the end of the Initial Term or any Renewal Term (as defined
      below), then Webhelp may elect to renew this Agreement for an additional
      ___ year term ("Renewal Term") with respect to the Company's performance
      of Services by giving the Company notice in writing not less than ______
      days before the date of expiration of the then-current term hereof.

            (ii) Any extension or renewal pursuant to this Section 4 shall be on
      the same terms and conditions contained in this Agreement save and except
      that the rates of the fees payable by Webhelp to the Company pursuant to
      Section 3 (the "Service Fees") for any Renewal Term shall be established
      by mutual agreement of the parties. In the event that the parties have not
      agreed on the rates of the Service Fees for any Renewal Term when such
      Renewal Term begins, Service Fee rates agreed to subsequently shall be
      applied retroactively to all Services performed during such Renewal Term.
      If, within _____ days of the commencement the Renewal Term, the parties
      haven't agreed on Service Fee rates for such Renewal Term, the Service Fee
      rates applicable during the immediately preceding term (i.e., the Initial
      Term or preceding Renewal Term, as appropriate) shall apply retroactively
      to all Services performed during the then-current Renewal Term, as
      applicable, and for the remainder thereof, and either party shall have the
      right to terminate the Agreement on ______ days prior written notice.

      (c)   TERMINATION. In addition, either party may terminate this Agreement
as follows:

            (i)   In the event that the other party materially breaches any
      provision of this Agreement (other than Section 7, as to which paragraph
      (ii) below applies), upon ______ days prior written notice which notice
      shall specify the breach; provided such breach has not been corrected
      during such ______ day notice period;

            (ii)  The other party is in material breach of Section 7; or

            (iii) The other party becomes insolvent or makes any assignment for
      the benefit of creditors or similar transfer evidencing insolvency; or
      suffers or permits the 


                                                                               6


      commencement of any form of insolvency or receivership proceeding; or has
      any petition under any bankruptcy law filed against it, which petition is
      not dismissed within sixty (60) days of such filing; or has a trustee or
      receiver appointed for its business or assets or any part thereof.

      (d)   OTHER REMEDIES. All remedies set forth in this Section 5 shall be in
addition to and not in lieu of all other remedies available under this
Agreement.

      (e)   EFFECT OF TERMINATION. In the event of termination or expiration of
this Agreement for any reason each Sections ______________ shall survive
termination. Neither party shall be liable to the other for damages of any sort
resulting solely from terminating this Agreement in accordance with its terms.

      3.    INDEMNIFICATION.

      (a)   COMPANY GENERAL INDEMNIFICATION. The Company agrees to indemnify,
defend, and hold Webhelp, its holding companies, affiliates and successors and
their respective officers, directors and employees harmless from and against any
and all third party claims, actions, causes of action, demands, costs,
liabilities, expenses, and damages (including reasonable attorneys' fees and
expenses) arising out of or in connection with: (i) the Company's breach of any
provision of this Agreement, including the representations and warranties set
forth in Section 7 below; (ii) any reckless or willful act or omission of the
Company or its employees and temporary employees, independent contractors or
agents in connection with the services provided under this Agreement; or (iii)
any obligation or liability to employ or assume the obligations to or
liabilities of any Company employee that may arise as a result of the transfer
or termination of such Company employees (regular or temporary) or any act or
omission of the Company relating to such transfer or termination.

      (b)   WEBHELP GENERAL INDEMNIFICATION. Webhelp agrees to indemnify,
defend, and hold the Company, its holding companies, affiliates and successors
and their respective officers, directors and employees harmless from and against
any and all third party claims, actions, causes of action, demands, costs,
liabilities, expenses, and damages (including reasonable attorneys' fees and
expenses) arising out of or in connection with: (i) Webhelp's breach of any
provision of this Agreement, including the representations and warranties set
forth in Section 7 below; or (ii) any reckless or willful act or omission of
Webhelp or its employees and temporary employees, independent contractors or
agents in connection with the services provided under this Agreement.

      (c)   INDEMNIFICATION PROCESS. If any action shall be brought against
individual or entity indemnified hereunder (the "Claimant") in respect to which
indemnity may be sought from the other party (the "Indemnifying Party") pursuant
to the provisions of this Section 5, the Claimant shall promptly notify the
Indemnifying Party in writing, specifying the nature of the action and the total
monetary amount sought or other such relief as is sought therein; provided that
(i) the Claimant's failure to give any such notice shall not impair or limit any
Claimant's rights hereunder except to the extent that Indemnifying Party is
prejudiced thereby and (ii). The Claimant shall cooperate with the Indemnifying
Party at the Indemnifying Party's expense in all reasonable respects in
connection with the defense of any such action. The Indemnifying Party 


                                                                               7


may upon written notice to the Claimant undertake to conduct all proceedings or
negotiations in connection therewith, assume the defense thereof, and if it so
undertakes, it shall also undertake all other required steps or proceedings to
settle or defend any such action, including the employment of counsel which
shall be satisfactory to the Claimant, and payment of all expenses. The Claimant
shall have the right to employ separate counsel and participate in the defense.
The Indemnifying Party shall reimburse the Claimant upon demand for any payments
made or loss suffered by it at any time after the date of tender, based on the
judgment of any court of competent jurisdiction or pursuant to a bona fide
compromise or settlement of claims, demands, or actions, in respect to any
damages to which the foregoing relates; provided that no settlement shall be
made by the Indemnifying Party without the prior written consent of the Claimant
unless such settlement contains a general release of the Claimant by all adverse
parties in such action in form and substance reasonably acceptable to the
Claimant.

      (d)   The indemnification obligations hereunder shall survive any
termination of this Agreement notwithstanding any other provision herein to the
contrary.

      (e)   NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR
RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE
LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS SECTION ___ SHALL NOT APPLY TO EITHER PARTY'S ABILITY TO OBTAIN INJUNCTIVE
OR OTHER EQUITABLE RELIEF.


      3.    CONFIDENTIAL INFORMATION AND CONFIDENTIAL MATERIALS.

      (a)   DISCLOSURE. Receiving Party shall not disclose any Confidential
Information to third parties for five (5) years following the date of its
disclosure by Disclosing Party to Receiving Party, except to Receiving Party's
employees or consultants as provided below. However, Receiving Party may
disclose Confidential Information in accordance with judicial or other
governmental order, provided Receiving Party shall give Disclosing Party
reasonable notice prior to such disclosure and shall comply with any applicable
protective order or equivalent.

      (b)   SECURITY. Receiving Party shall take reasonable security
precautions, at least as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential Information.
Receiving Party may disclose Confidential Information or Confidential Material
only to Receiving Party's employees or consultants on a need-to-know basis.
Receiving Party will have executed or shall execute appropriate written
agreements with its employees and consultants sufficient to enable it to comply
with all the provisions of this Agreement.

      (c)   PERMITTED DISCLOSURE AND USE. Confidential Information and
Confidential Materials may be disclosed, reproduced, summarized or distributed
only in pursuance of Receiving Party's business relationship with Disclosing
Party, and only as otherwise provided hereunder. 


                                                                               8


Receiving Party agrees to segregate all such Confidential Materials from the
confidential materials of others in order to prevent commingling.
Notwithstanding Section 6(a) above, either party may (x) disclose the terms of
this Agreement (including but not limited to its existence) and all discussions
and negotiations related thereto (i) to its employees, affiliates and its
immediate legal and financial consultants as required in the ordinary course of
that party's business, provided that such employees, affiliates and/or legal
and/or financial consultants agree in advance of disclosure to treat such terms
and conditions confidentially and (ii) as required by law or in any governmental
or quasi-governmental (E.G., securities exchange, Nasdaq or National Association
of Securities Dealers, Inc.) filing or (y) use the name of the other party in a
press release or public announcement(s) relating to the rights and obligations
set forth in this Agreement and/or the relationship established by this
Agreement; provided that neither party shall issue any such press release or
make any public announcement(s) without providing the other party with two
business days to review the proposed release or announcement.

      (d)   SOFTWARE. Receiving Party may not reverse engineer, de-compile or
disassemble any software disclosed to Receiving Party.

      (e)   UNAUTHORIZED DISCLOSURE. Receiving Party shall notify Disclosing
Party immediately upon discovery of any unauthorized use or disclosure of
Confidential Information and/or Confidential Materials, or any other breach of
this Agreement by Receiving Party, and will cooperate with Disclosing Party in
every reasonable way to help Disclosing Party regain possession of the
Confidential Information and/or Confidential Materials and prevent its further
unauthorized use.

      (f)   RETURN AND DESTRUCTION. Receiving Party shall return all originals,
copies, reproductions and summaries of Confidential Information or Confidential
Materials at Disclosing Party's request, or at Disclosing Party's option,
certify the destruction thereof.

      (g)   EQUITABLE RELIEF. Receiving Party acknowledges that monetary damages
may not be a sufficient remedy for unauthorized disclosure of Confidential
Information and that Disclosing Party shall be entitled, without waiving any
other rights or remedies, to such injunctive or equitable relief as may be
deemed proper by a court of competent jurisdiction.

      (h)   OWNERSHIP. All Confidential Information and Confidential Materials
are and shall remain the property of Disclosing Party. By disclosing information
to Receiving Party, Disclosing Party does not grant any express or implied right
to Receiving Party to or under Disclosing Party parents, copyrights, trademarks,
or trade secret information.

      (i)   EXPORT. Both parties agree that they do not intend nor will they,
directly or indirectly, export or re-export (i) any Confidential Information or
Confidential Materials, or (ii) any product (or any part thereof), process or
service that is the direct product of the Confidential Information or Materials
to (A) any country that is subject to U.S. export restrictions (currently
including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea,
Libya, the Federal Republic of Yugoslavia (Serbia and Montenegro) and Sudan), or
to any national of any such country, wherever located, who intends to transmit
or transport the products back to such country; (B) to any end-user who either
party knows or has reason to know will utilize them in the design, 


                                                                               9


development or production of nuclear, chemical or biological weapons; or (C) to
any end-user who has been prohibited from participating in U.S. export
transactions by any federal agency of the U.S. government.

      (j)   FEEDBACK. Either party may from time to time provide suggestions,
comments or other feedback to the other party with respect to Confidential
Information provided originally by the other party (hereinafter "Feedback").
Both parties agree that all Feedback is and shall be entirely voluntary and
shall not, absent separate agreement, create any confidentiality obligation for
the Receiving Party. However, the Receiving Party shall not disclose the source
of any feedback without the providing party's consent. Feedback shall be clearly
designated as such and, except as otherwise provided herein, each party shall be
free to disclose and use such Feedback as it sees fit, entirely without
obligation of any kind to the other party. The foregoing shall not, however,
affect either party's obligations hereunder with respect to Confidential
Information of the other party.

      (k)   CUSTOMER INFORMATION. The Company acknowledges and agrees that the
information acquired by the Company in connection with the provision of Services
pursuant to this Agreement, including, without limitation, customer and prospect
information, sales information (including, without limitation, customer names,
addresses and telephone numbers) may not be used by the Company and is the
property of Webhelp.

      8.    NON-COMPETITION. During the Term and for a period of [one] year
thereafter, the Company shall not, without obtaining prior written consent from
Webhelp, directly or indirectly (including, without limitation, though its
affiliates or any of its or their respective officers, directors or managers),
engage in any activity or act in any manner, including but not limited to, as an
owner, founder, associate, promoter, partner, joint venture, shareholder (other
than as a less than five percent (5%) shareholder of a publicly traded
corporation), officer, director, trustee, manager, employer, employee,
independent contractor, subcontractor, principal, agent, salesman, broker,
representative consultant, advisor, investor or otherwise, as or for any
business or entity that is engaged in a business that provides real-time human
assistance services using the Internet. The Company acknowledges that monetary
damages may not be a sufficient remedy for breach of this Section 8 and that
Webhelp shall be entitled, without waiving any other rights or remedies, to such
injunctive or equitable relief as may be deemed proper by a court of competent
jurisdiction.

      9.    WARRANTIES.

      (a)   The Company warrants that:

            (i)   it possesses all necessary authority to enter into this
      Agreement, and that by so doing it does not violate any other agreements
      to which it is a party;

            (ii)  the Services it will provide shall conform in all material
      respects with all requirements set forth in this Agreement including,
      without limitation, those Service requirements set forth in Schedule I;
      and


                                                                              10


            (iii) in providing the Services, the Company, including all Web
      Wizard-TM- Professionals, shall conform to and comply with all applicable
      laws and government rules and regulations. The Company assumes all
      responsibility for providing to the Web Wizard-TM- Professionals any
      training that may be required to ensure compliance with such laws.

      (b)   Webhelp warrants that:

            (i)   it possesses all necessary authority to enter into this
      Agreement, and that by so doing it does not violate any other agreements
      to which it is a party; and

            (ii)  all phrases and product descriptions supplied by Webhelp to
      the Company shall be accurate and complete.

      (c)   THIS SECTION 7 CONTAINS THE ONLY WARRANTIES, EXPRESS OR IMPLIED,
MADE BY EITHER PARTY. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE
EXPRESSLY EXCLUDED AND DECLINED. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES,
PROMISES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND/OR NON-INFRINGEMENT.

      9.    INDEPENDENT CONTRACTOR. At all times, the Company shall render and
perform its services hereunder as an independent contractor in accordance with
its own standards, subject to the Company's compliance with the provisions of
this Agreement and with all applicable laws, ordinances and regulations. Webhelp
shall not have or exercise any control or direction over the Company in the
performance of the Company's services under this Agreement. Under no
circumstances shall either party hereto, any of its officers, directors or
employees or any other person employed by or associated with such party be
deemed to be an employee of the other party. Neither party nor any director,
officer, employee, agent or representative of such party shall be entitled to
any of the employment-related benefits (including, without limitation, fringe
benefits and worker's compensation benefits) afforded by the other party to its
employees by virtue of this Agreement.

      10.   PAYMENT OF APPLICABLE TAXES. The Company shall be solely responsible
for the payment of all applicable federal, state and local income taxes, gross
receipt taxes, FICA, unemployment and disability benefits and worker's
compensation obligations arising out of or relating to the performance by the
Company of services pursuant to this Agreement. It is expressly acknowledged and
agreed by the parties hereto that neither party hereto shall withhold or in any
way be responsible for the payment of any national, federal, state, provincial
or local income or occupational taxes, gross receipt taxes, FICA taxes,
unemployment compensation, disability benefits, or worker's compensation
contribution, or any other similar payments for or on behalf of the other party
hereto or its employees, agents or representatives. Any state or local sales or
use taxes now or hereafter imposed on the provision of goods and services to
Webhelp by the Company under this Agreement that (A) are owed by Webhelp solely
as a result of entering into this Agreement and the payment of the fees
hereunder, (B) are required to be collected from Webhelp by the Company under
applicable law, and (C) are based solely upon the 


                                                                              11


amounts payable under this Agreement (such taxes the "Collected Taxes"), shall
be stated separately as applicable on the Company's invoices and shall be
remitted by Webhelp to the Company, and, if and as required, the Company shall
remit to Webhelp official tax receipts indicating that such Collected Taxes have
been paid by the Company. Webhelp may provide to the Company an exemption
certificate acceptable to the relevant taxing authority (including without
limitation a resale certificate) in which case the Company shall not collect the
taxes covered by such certificate. If taxes are required to be withheld on any
amounts otherwise to be paid by Webhelp to the Company, Webhelp will deduct such
taxes from the amount otherwise owed and pay them to the appropriate taxing
authority. At the Company's written request and expense, Webhelp will cooperate
with and assist the Company in obtaining tax certificates or other appropriate
documentation evidencing such payment. [TO BE REVIEWED BY INDIAN COUNSEL AND
U.S. TAX COUNSEL. ASSUMES THERE ARE NO INDIAN WITHHOLDING OBLIGATIONS.]

      11.   RELINQUISHMENT OF RECORDS. Upon the termination of this Agreement,
each party hereto shall promptly return to the other party upon request any and
all files, data and materials owned by the requesting party and made available
to the other party pursuant to this Agreement.

      12.   AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement
may be amended or modified unless such amendment or modification is agreed to in
writing and signed by each party hereto. Except as otherwise specifically
provided in this Agreement, no waiver by any party hereto of any breach by the
other party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar provision or condition at the same or any prior or subsequent time.

      13.   NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given (i) on the date of service if served personally on the party to whom
notice is given, (ii) on the day of transmission if sent via facsimile
transmission to the facsimile number given below, provided telephonic
confirmation of receipt is obtained promptly after completion of transmission,
(iii) on the business day after delivery to an overnight courier service or the
Express mail service maintained by the United States Postal Service, provided
receipt of delivery has been confirmed, or (iv) on the fifth day after mailing,
if mailed by registered or certified mail, postage prepaid, properly addressed
and return-receipt requested, in all cases to the parties as follows:

      If to the Company:





      If to Webhelp:

      One Dundas Street West
      Suite 2500
      Toronto, Ontario  M5G 1Z3
      Canada



                                                                              12


      Attention: Laura Hantho
      Telecopier: (416) 204-1939

      With a copy to:

      John D. Burton
      Webhelp.com Inc.
      237 Park Avenue
      20th Floor
      New York, New York 10017
      U.S.A.
      Telecopier: (646) 349-2065


Any party may change its address by giving the other party written notice of its
new address in the manner set forth above.

      14.   ENTIRE AGREEMENT. This Agreement contain the entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof. This Agreement supersede all prior understandings, negotiations and
agreements between the parties with respect to the subject matter hereof.

      15.   SEVERABILITY. If any provision herein contained shall be held to be
illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.

      16.   GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York applicable to contracts entered into and to be
performed entirely within that State, without reference to any conflict of laws
principles that would apply the laws of any other jurisdiction.

      17.   ASSIGNMENT. This Agreement may not be assigned in whole or in part
by either party hereto without the prior written consent of the other, and any
attempted assignment in violation of this Section 13 shall be null and void.

      18.   BINDING EFFECT. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, and their respective successors and
permitted assigns.

      19.   COUNTERPARTS. This Agreement may be executed in counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

      20.   INTEREST IN OTHER BUSINESSES. Nothing contained herein shall create
any right or entitlement in the Company or Webhelp to participate in any other
related or unrelated activity conducted by the other party and each party
further acknowledges that nothing contained herein shall create any interest,
right or entitlement of such party in any present or future operations,
activities or facilities owned, managed or otherwise related to the other party
hereto or its 


                                                                              13


subsidiaries or affiliates, other than the rights of the parties hereto as
expressly provided herein and in the other agreements entered into as of the
date hereof between the parties.

      21.   INTENTIONS OF THE PARTIES. The parties hereto intend, in good faith,
that this Agreement and the transactions contemplated hereby be conducted in
such a manner so as to comply with all applicable laws, rules and regulations
governing the services contemplated hereby.



                                      * * *



                                                                              14


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.



                                          WEBHELP.COM INC.



                                          By  __________________________
                                              Name:
                                              Title:


                                          [               ]


                                          By  __________________________
                                              Name:
                                              Title: