EX-10.11 2 doc2.txt Exhibit 10.11 COLIN KRUGER AND MICHAEL SHIRMAN 5777 W. CENTURY BLVD., #1400 LOS ANGELES, CALIFORNIA 90045 December 14, 2000 Vsource, Inc. 5740 Ralston, Suite 110 Ventura, California 93003 Re: Online Transaction Technology, Inc. Gentlemen: We wish to supplement the Merger Agreement dated as of December 14, 2000 (the "Agreement") among Vsource, Inc. ("Vsource"), OTT Acquisition Corp., Online Transaction Technology, Inc. (the "Company"), and Colin Kruger and Michael Shirman (the "Founders"). Capitalized terms in this letter unless otherwise defined have the meanings set forth in the Agreement. For good cause and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we agree that the Losses indemnified by the Founders pursuant to Section 9.1 of the Agreement shall include any Losses resulting from any additional shares of Company Common Stock or Parent Common Stock issuable to Cumetrix Data Systems or Kibel Green Issa, Harvey Kibel, Steve Green, JMI Limited, L.P., or Adam Michelin pursuant to the anti-dilution or preemptive rights provisions of any warrants or preferred stock of the Company outstanding prior to the Closing. Sincerely, //s// Colin Kruger //s// Michael Shirman