Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person* Smith, Dennis M.	2. Issuer Name and Ticker or Trading Symbol VSOURCE, INC.   (VSRC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director                    ___ 10% Owner _X_ Officer (give             ___ Other (specify                   title below)                     below) Chief Financial Officer and Chief Strategy Officer
(Last)             (First)            (Middle) Unit 501, AXA Centre, 151 Gloucester Road	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year 12/2001
(Street) Wanchai Hong Kong		5. If Amendment, Date of Original (Month/Day/Year) January 9, 2002	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)             (State)             (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common	12/15/2001	J(1)		80,088	A	(1)	2,491,667	D	N/A
Common	12/18/2001	C(2)		2,411,579	A	$0.20	2,491,667	D	N/A

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (3-99)

FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9.Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$0.01

11/20/2001

A

V

229,241

(3)

11/19/2011

Common

229,241

N/A

6,134,615

D

N/A

Stock Options (right to buy)

$0.10

12/18/2001

A

V

4,574,124

(4)

12/17/2011

Common

4,574,124

N/A

6,134,615

D

N/A

Stock Options (right to buy)

$0.10

12/18/2001

A

V

1,331,250

(5)

12/17/2011

Common

1,331,250

N/A

6,134,615

D

N/A

Convertible Promissory Note of NetCel360.com Ltd

$0.20

12/01/2001

P

$121,957

(6)

(6)

Common

609,784

$121,957

0

D

N/A

Convertible Promissory Note of NetCel360.com Ltd

$0.20

12/15/2001

P

$49,460

(6)

(6)

Common

247,300

$24,730

0

D

N/A

Convertible Promissory Note of NetCel360.com Ltd

$0.20

12/18/2001

C(2)

$482,316

(2)

(2)

Common

2,411,579

$482,316

0

D

N/A

Explanation of Responses:

(1) See Attachment 1
(2) See Attachment 2
(3) See Attachment 3(a)
(4) See Attachment 3(b)
(5) See Attachment 3(c)
(6) See Attachment 4

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Dennis M. Smith **Signature of Reporting Person	02/07/2002  Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number. Page 2

Dennis M. Smith Form 4--Attachment 1

Mr. Smith acquired 80,088 shares of common stock (the "Common Stock") of Vsource, Inc. ("Vsource") on December 15, 2001 pursuant to a distribution of shares of Vsource by NetCel360 Holdings Limited ("NetCel360") to its direct shareholders. These shares were part of the 2,774,213 shares (the "First Tranche Shares") of Common Stock received by NetCel360 as the first tranche of consideration for the sale of NetCel360's assets to Vsource under an Acquisition Agreement dated as of May 24, 2001, as amended (the "Acquisition Agreement") between Vsource and NetCel360. Mr. Smith is a direct and indirect shareholder of NetCel360. The 80,088 shares reported were distributed to him as a direct shareholder of NetCel360.

On December 22, 2001, NetCel360 received 935,486 shares of Common Stock on December 22, 2001 from Vsource as payment in full of all remaining consideration due under the Acquisition Agreement (the "Second Tranche Shares"). Mr. Smith anticipates that pursuant to a plan of reorganization adopted by NetCel360 (the "Plan of Reorganization"), he will receive up to 27,007 shares of Common Stock when NetCel360 distributes the Second Tranche Shares to its direct shareholders. Mr. Smith does not control NetCel360 and does not know when such distribution will occur. Accordingly, because the issuance of the Second Tranche Shares from NetCel360 to Mr. Smith is beyond his control and he does not at this time have any other pecuniary interest in those Second Tranche Shares, Mr. Smith does not currently beneficially own any of such shares of Common Stock and none of such shares are reported at this time in this Form 4.

Mr. Smith is also an indirect shareholder in NetCel360 through his interest in Total E-commerce Limited ("TEC"), a shareholder of NetCel360. Mr. Smith is a director of TEC and holds a 24.5% interest in NetCel Limited, which holds 50% of TEC. The other 50% of TEC is owned by a single entity which is not affiliated with Mr. Smith. NetCel360 distributed 644,152 First Tranche Shares to TEC. Mr. Smith anticipates that under the Plan of Reorganization, NetCel360 will distribute up to 217,212 Second Tranche Shares to TEC. If TEC were to distribute all of its First Tranche Shares and Second Tranche Shares to its shareholders, NetCel Limited would receive 430,682 shares of Common Stock, of which Mr. Smith would receive 105,517 shares of Common Stock. It is the intent of TEC and NetCel Limited to promptly distribute any shares of Common Stock to their respective shareholders upon completion of the distribution of the Second Tranche Shares by NetCel360. TEC does not control NetCel360 and does not know when such distribution will occur. Mr. Smith does not control TEC and does not have beneficial ownership of the shares of Common Stock held by TEC. Accordingly, because the issuance of shares of Common Stock from NetCel360 to TEC, and from TEC to NetCel Limited, are beyond the control of Mr. Smith, Mr. Smith does not currently beneficially own any of such shares of Common Stock and none of such shares are reported at this time in this Form 4.

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Dennis M. Smith Form 4--Attachment 2

Mr. Smith acquired 2,411,579 shares of Common Stock on December 18, 2001 pursuant to Vsource's discharge of its obligations under a $2.25 million loan (the "Bridge Loan") incurred under the Amended and Restated Bridge Loan Agreement dated May 24, 2001, as amended on June 22, 2001 (the "Bridge Loan Agreement"). Under the terms of the Bridge Loan Agreement, Vsource was entitled to repay in full all principal and interest outstanding under the Bridge Loan by issuing and delivering shares of Common Stock to the Bridge Loan lenders at a conversion rate of $0.20 per share. Vsource assumed the rights and obligations of NetCel360 under the Bridge Loan Agreement as part of the acquisition of assets of NetCel360 under the Acquisition Agreement. Mr. Smith held $482,316 in principal and accrued interest of the Bridge Loan at the time of conversion.

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Dennis M. Smith Form 4--Attachment 3

1. All of the stock options vest on March 23, 2002.
   
   
2. The stock options vest in accordance with the following vesting schedule: 50% on June 22, 2001, and the balance in four equal quarterly installments beginning on September 22, 2001.
   
   
3. The stock options vest in accordance with the following vesting schedule: four equal quarterly installments beginning on September 22, 2001.

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Dennis M. Smith Form 4--Attachment 4

On December 18, 2001, Mr. Smith sold $121,957 in principal and accrued interest of the Bridge Loan in a private transaction for a cash purchase price of $121,957.

Following issuance by Vsource on December 4, 2001 of a notice (the "Conversion Notice") notifying lenders under the Bridge Loan that it intended to discharge its repayment obligations under the Bridge Loan Agreement by issuing shares of Common Stock to the lenders, CSFB AsiaNet Tech Co-Investors, Ltd, CSFB AsiaNet IEP, Ltd and CSFB AsiaNet Co-Investors, Ltd (collectively, the "CSFB Lenders"), which together held $185,243 in aggregate of principal and accrued interest under the Bridge Loan (the "CSFB Loan"), requested that Mr. Smith purchase, and Mr. Smith agreed to purchase, $49,460 of the CSFB Loan for $24,730 in cash prior to the conversion date specified in the Conversion Notice.

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