As filed with the Securities and Exchange Commission on March 22, 2000.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WEBHELP.COM INC.
(Exact name of registrant as specified in its charter)

        Delaware                              7389                      13-4095614
(State or other jurisdiction       (Primary Standard Industrial      (I.R.S. Employer
of incorporation or organization)   Classification Code Number)    Identification Number)

One Dundas Street West
Suite 2500
Toronto, Ontario M5G 1Z3
Canada
(416) 260-4710
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)

Kerry E. Adler
Webhelp.com Inc.
One Dundas Street West
Suite 2500
Toronto, Ontario M5G 1Z3
Canada
(416) 260-4710
(Name, address, including zip code and telephone number,
including area code, of agent for service)

Copies to:

Andrew J. Beck, Esq.                  John R. Utzschneider, Esq.
Torys                                 Bingham Dana LLP
237 Park Avenue                       150 Federal Street
New York, New York  10017             Boston, MA  02110
(212) 880-6000                        (617) 951-8000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. / /

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

===================================================================================
Title of each class of                       Proposed maximum       Amount of
securities to be registered                 aggregate offering   registration fee
                                                 price(1)
===================================================================================
Common Stock, $0.01 par value.........         $86,250,000           $22,770
===================================================================================

(1) Estimated solely for the purpose of calculating the registration fee.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


Subject to Completion dated March 22, 2000

The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SHARES

[WEBHELP LOGO]

COMMON STOCK

$ PER SHARE


This is an initial public offering of common stock of Webhelp.com Inc.

We expect that the price to the public in the offering will be between $ and $ per share.

We have applied to include the common stock on the Nasdaq National Market under the symbol "WHLP" and will apply to list the common stock on The Toronto Stock Exchange under the symbol "WHP".

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

                                                                                PER SHARE          TOTAL
                                                                                ---------          ------
Price to the public......................................................     $               $
Underwriting discount and commissions....................................
Proceeds to Webhelp.com Inc..............................................

We have granted an over-allotment option to the underwriters. Under this option, the underwriters may elect to purchase a maximum of additional shares from us, within 30 days following the date of this prospectus to cover over-allotments.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CIBC WORLD MARKETS

U.S. Bancorp Piper Jaffray

RBC DOMINION SECURITIES
CORPORATION

The date of this Prospectus is April , 2000.


First Page -- Inside Cover (Webhelp.com)

(One frame with an image and text. The frame displays a man and woman smiling while leaning over the Webhelp.com logo. The text "Humanize Shopping Online", "Humanize Searching Online", "Humanize Learning Online", "Humanize Customer Service," "Humanize Sales Assistance" and "Humanize Technical Support" appear in a list in the lower left hand corner of the page.)


Second Page (Left) -- Inside Cover (Real Questions, Real People, Real Answers, Real Time):

(Two frames with images and text. The first frame accompanies text labeled "Real People" and contains a picture of a woman sitting with a laptop on a large globe with a cloudy sky above; accompanying text states "Our Web Wizards make it easy to search the Internet. These individuals are skilled in Web navigation and customer service, and are ready to answer your questions 24 hours a day, 365 days a year". The second frame accompanies text labeled "Real Answers" and contains a picture of the Company's web page while a question is being answered; accompanying text states "Tired of wasting time? We can provide fast, relevant answers to some of the most challenging questions. Using our proprietary integration of live-text chat and co-browsing technologies, Webhelp users communicate directly with our Web Wizards to help them get the best possible answers to their questions - in real time.")


Third Page (Right) -- Inside Cover (Humanize your Search, Humanize your Site, Humanizing the Internet):

(Three frames with images and text. The first two frames are pictures of the Webhelp.com portal. The accompanying text of the first picture states "Our Webhelp.com Portal is a place that people can go to get fast relevant responses to their questions. We offer real-time search assistance with a skilled Web Wizard - anytime, all the time. Webhelp.com has something for everyone. For help buying on the Internet we offer WebHelpMeShop, which assists users in finding the best prices through comparison shopping and completing their transactions. Shoppers can browse through 15 categories of products offered by more than 600 different merchants. Other sites within our Portal include WebHelpMeSell, KidZone and TeenZone which offer popular content to appeal to a broad range of users." The accompanying text of the second picture states "We provide outsourced human-assisted selling and customer support to online businesses through our Webhelp Direct service. Our Web Wizards are trained to assist customers of our online corporate clients to find the products or services the customers are looking for and to complete their purchases should they need help navigating through the check-out process. Web Wizards use a combination of selling and customer support skills, product knowledge, collaborative technology and searching techniques to deliver personalized real-time sales and support for online businesses." The third picture is a frame with no accompanying text labeled "humanizing the internet", displaying the Webhelp.com logo.)


TABLE OF CONTENTS

                                                                                                                    PAGE
                                                                                                                    ----
Prospectus Summary.................................................................................................   1
Risk Factors.......................................................................................................  17
Forward-Looking Statements.........................................................................................  19
Use of Proceeds....................................................................................................  19
Dividend Policy....................................................................................................  20
Capitalization.....................................................................................................  21
Dilution...........................................................................................................  22
Selected Consolidated Financial Data...............................................................................  23
Management's Discussion and Analysis of Financial Condition and Results of Operations..............................  24
Business...........................................................................................................  26
Management.........................................................................................................  40
Principal Stockholders.............................................................................................  47
Certain Transactions...............................................................................................  49
Description of Capital Stock.......................................................................................  51
Shares Eligible for Future Sale....................................................................................  53
Underwriting ......................................................................................................  55
Legal Matters......................................................................................................  58
Experts............................................................................................................  58
Where You Can Find More Information................................................................................  58
Index to Consolidated Financial Statements.........................................................................  F-1

As used in this prospectus, the terms "we," "us," "our" and "Webhelp.com" mean Webhelp.com Inc. and its subsidiaries (unless the context indicates a different meaning) and the term "common stock" means our common stock, $0.01 par value per share. Unless otherwise stated, all information contained in this prospectus assumes no exercise of the over-allotment option granted to the underwriters.

The underwriters are offering the shares subject to various conditions and may reject all or part of any order.

The following trademarks of Webhelp.com are used throughout this prospectus:
Webhelp, Webhelp.com, Webhelpmebuy, Webhelpmesell, Webhelpme Shop, Webhelp Express, Web Wizard, Webhelp Direct, Webhelp a Friend and Real People. Real Answers. Real Time. This prospectus also contains trademarks and registered trademarks of companies other than Webhelp.com. Any information included in our Web site is not a part of this prospectus.

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PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS THE INFORMATION CONTAINED IN OTHER PARTS OF THIS PROSPECTUS. BECAUSE IT IS A SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE SHARES. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY.

WEBHELP.COM

We are the most widely used provider of real-time human-assisted Internet services. Our services enable businesses and individuals to more effectively use the Internet to conduct e-commerce and locate content. Our Web Wizards, who are skilled in Internet navigation, customer service and searching, engage in a real-time, one-on-one text chat with Internet users to introduce the human element into the Internet. Through our Webhelp Direct service, our Web Wizards help the customers of our online corporate clients by providing online support to navigate our client's Web sites to find products and services, answer questions and complete the transaction process. For individual Internet users visiting our consumer portal, our Web Wizards respond to their questions and help them find relevant products, services and content. We currently engage more than 600 Web Wizards through four outsourced service providers located in India and the United States.

Our technology combines proprietary and licensed software, creating a robust and scalable integrated platform of search and chat technologies which supports both our corporate clients and our consumer portal. We believe that the combination of our technology solution and our operational model allows us to provide online corporate clients with increased e-commerce revenues, improved consumer satisfaction and retention and reduced customer support costs. This same combination can provide users of our consumer portal with a high quality, affordable and more intuitive and effective search service that expands the benefits of the Internet.

Our goal is to strengthen our leadership position as the most widely used provider of real-time human-assisted Internet services. The key elements of our growth strategy are as follows:

o CONTINUE TO BUILD THE WEBHELP BRAND. A critical objective is that Internet users and online businesses equate the Webhelp name with the best customer service experience on the Internet. Online, we market ourselves primarily through our consumer portal, advertising, direct marketing and sales promotion. Offline, we employ a variety of promotional techniques including advertising, events and public relations. We also plan to build the Webhelp brand internationally by offering our service in other languages.

o INCREASE THE NUMBER OF MAJOR CORPORATIONS THAT USE OUR SERVICES. We are increasing our direct sales force and our marketing initiatives. In addition to our current online corporate clients, including Microsoft Corporation and Beenz.com USA, we continue to target the most frequently visited commercial and membership sites on the Web. As part of our sales strategy, we are using our Internet search service on our Web site as a valuable sales tool to demonstrate to potential corporate clients the capabilities of our real-time human-assistance services.

o INCREASE UNDERSTANDING OF CONSUMERS' INTERESTS. We believe that the data we aggregate and store is one of our most important assets, particularly to our online corporate clients who want to improve their sales and marketing strategies and better target product development by understanding their customers' interests. We believe that this will result in increased customer satisfaction and retention, increased revenues and reduced support costs.

o FURTHER ENHANCE AND DEVELOP OUR HUMAN INTERACTIVE WEB SERVICES. To maintain and increase our competitive advantage, we intend to continue to provide new functions and features for our online corporate clients and on our consumer portal as well as new and enhanced training for our Web Wizards.


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o CULTIVATE MULTIPLE REVENUE STREAMS. We intend to continue to capitalize on our network of trained Web Wizards and our underlying technology platform to cultivate multiple revenue streams, which we believe will reduce our dependence on any single revenue source.

o PURSUE STRATEGIC ACQUISITIONS AND ALLIANCES. We plan to pursue acquisitions and alliances to strengthen our technology, broaden our audience reach, capture new distribution channels, enhance our service offering and open new revenue streams. In addition, we are focusing on entering into additional arrangements with brand name content providers as well as further expanding our outsourced service relationships.

We were incorporated on May 27, 1999 and launched our consumer portal on November 30, 1999. Between the launch and February 29, 2000, our visits per week increased from approximately 519,000 to over 2 million for a total of over 20

million visits during that three-month period. During the same period over 900,000 unique Internet users registered for our services including more than 80,000 in the last week of that period.


Our principal executive offices are located at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3, Canada. Our telephone number is (416) 260-4710.


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THE OFFERING

Common stock offered by us...........................                        shares

Common stock to be outstanding after the offering....                        shares

Use of proceeds......................................     We intend to use these net proceeds for general corporate
                                                          purposes, including expansion of our marketing and
                                                          brand-building efforts, expansion and building of Web
                                                          centers, selected acquisitions of complementary
                                                          technologies or businesses and working capital. See "Use
                                                          of Proceeds."


Proposed Nasdaq National Market symbol...............     WHLP

Proposed Toronto Stock Exchange symbol...............     WHP

Shares outstanding after the offering includes shares to be issued upon the closing of this offering upon the automatic conversion of all our outstanding preferred stock and excludes up to shares reserved for issuance under our 1999 Long Term Incentive Plan.


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SUMMARY CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

The summary consolidated balance sheet data below as of December 31, 1999 is presented on:

o an actual basis;

o a pro forma basis to reflect the conversion of all of the outstanding shares of preferred stock into shares of common stock upon the closing of this offering; and

o an as adjusted basis to reflect the pro forma basis described above and to reflect the sale of the common stock in this offering and the receipt of the net proceeds from the sale of shares of common stock at $ per share, after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

                                                                              FOR THE PERIOD MAY 27, 1999
                                                                                  TO DECEMBER 31, 1999
                                                                              ---------------------------
STATEMENT OF OPERATIONS DATA:
Revenue............................................                                  $      29,857
Gross profit (loss)................................                                       (815,059)
Operating loss.....................................                                     (4,875,834)
Net loss...........................................                                     (4,905,987)
Net loss per share - basic, diluted and pro forma..                                  $       (0.20)
Weighted average number of shares outstanding
used to compute basic and diluted net loss
per share..........................................                                    24,095,508

                                                                        DECEMBER 31, 1999
                                                       ----------------------------------------------------
                                                       ACTUAL              PRO FORMA            AS ADJUSTED
                                                       ------              ---------            -----------
BALANCE SHEET DATA:
Cash and cash equivalents.....................         $21,178,857          $21,178,857        $
Working capital...............................          24,498,610           24,498,610
Total assets..................................          27,435,614           27,435,614
Total stockholders' equity....................          27,435,614           27,435,614


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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN THE SHARES.

RISKS RELATED TO OUR BUSINESS

IT IS EXTREMELY DIFFICULT TO EVALUATE OUR PROSPECTS OR FUTURE RESULTS BECAUSE OUR BUSINESS MODEL IS UNPROVEN, WE ONLY RECENTLY BEGAN TO GENERATE REVENUES AND WE HAVE A LIMITED OPERATING HISTORY

We were incorporated on May 27, 1999 and generated no revenue prior to the launch of our Web site on November 30, 1999. Therefore, we have a limited operating history for you to use in evaluating our prospects and our historical financial information is of limited value in projecting our future operating results. Due to our limited operating history, you should not take our recent financial results as indicative of the rate of growth, if any, that you can expect in the future.

You should consider the risks, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies operating in new and rapidly evolving markets such as ours. We may not successfully address these risks, expenses and difficulties, which may include:

o our services have only recently been introduced into the marketplace;

o we may not be able to respond to the changing market for Internet services;

o we may not be able to develop a sufficiently broad group of service offerings to compete effectively;

o we may not be able to develop Webhelp as an effective brand;

o we may not be able to develop and expand our operational and technical infrastructure fast enough to meet customers' demands and to manage our growth;

o we may not be able to successfully introduce our online business services;

o we may not be able to maintain and increase levels of traffic on our Web site;

o we rely on our independent contractors to provide Web Wizard services;

o we may not be able to obtain sufficient operating efficiencies and economies of scale in the outsourced Web centers to obtain profitable contracts; and

o we may not be able to attract, retain and motivate qualified personnel.

As a strategic response to a changing competitive environment, we may choose to make pricing, service or marketing decisions or acquisitions that would adversely impact our operations and profitability.

WE HAVE A HISTORY OF SIGNIFICANT LOSSES AND EXPECT TO CONTINUE TO INCUR NET LOSSES AND NEGATIVE CASH FLOWS FROM OPERATIONS

We have incurred significant losses since our inception and expect to incur increasingly significant losses and have negative cash flows for the foreseeable future. For the period from our inception, May 27, 1999, to December 31, 1999, we reported a net loss of $4.9 million and as of December 31, 1999, we had an accumulated deficit of $14.9 million. We reported a loss of $0.20 per share for the period from our inception, May 27, 1999, to December 31, 1999. It is critical to our success that we continue to expend financial and management resources to develop our brand loyalty through marketing and promotion, enhancement of our existing services and expansion into other services. We currently expect that our operating expenses will continue to increase significantly as we expand our sales and marketing operations, fund further development of our Web site, expand our administrative staff and develop and acquire complementary technologies. We expect that our cost of revenue will increase at a rate that

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may exceed our revenue growth due to our investment in our Web site content and the further development of our customer service capabilities provided by our independent contractors who provide Web Wizard services.

The size of our losses will also depend, in part, on our ability to attract and grow revenue from advertisers, individual users and online corporate clients. Consequently, it is possible that we may never achieve profitability, and if we do achieve profitability, we may not be able to achieve profitability on a sustainable basis. If we do not achieve profitability on a sustainable basis in the future, we may be unable to continue our operations.

Our cash flows from operations and investing will also be impacted by growth in our working capital and investments in fixed assets, product development costs and any other investments in long term assets or acquisitions of assets.

OUR OPERATING RESULTS MAY BE VOLATILE AND DIFFICULT TO PREDICT

We have a limited operating history, and as our business develops, we may be subject to volatility in our revenues and operating results. Our revenues and operating results may fluctuate, and these fluctuations may be material. We expect our revenues and operating results to fluctuate due to a number of factors, many of which are beyond our control, and which include, but are not limited to, the following:

o the length of online corporate clients' contracts, the ramp up of the revenues from these contracts and any start-up costs associated with each new online corporate client;

o seasonal and other fluctuations in the number of users visiting our Web site and the related impact on our ability to generate revenues;

o changes in our ability to attract advertising and changes in the advertising rates that we are able to command;

o costs associated with increasing the number of Web Wizards available to provide our services including recruiting, training, quality assurance and those costs, if any, of our outsourced service providers that we may incur with respect to expansion of our Web centers;

o costs relating to operating inefficiencies that may exist within the Web centers as a result of uneven call traffic flow, training inadequacies or technology problems or as a result of our decision to take on staff levels in the Web centers in advance of business demands;

o costs associated with the continuing development and enhancement of our technology;

o timing and seasonality of marketing expenditures;

o costs associated with possible acquisitions and the operational integration of any such acquisitions; and

o costs associated with the development, marketing and implementation of new service offerings.

Due to our limited operating history and our inability to accurately predict our revenues, we may not be able to predict our operating results, or take actions on a timely basis with respect to reducing costs to mitigate the impact of changes in our revenue. This, and the above factors, could all result in significant variations in the operating results from quarter to quarter. As a result, our quarterly revenues and operating results may fluctuate, adversely affecting our market price and our ability to raise future capital as may be required from time to time.

OUR SERVICES AND BUSINESS PLAN ARE NOVEL AND UNPROVEN AND WE WILL NOT BECOME PROFITABLE UNLESS A LARGE NUMBER OF BUSINESSES AND CONSUMERS USE OUR SERVICES ON THE INTERNET

We will be successful only if Internet users accept our real-time, human-assistance services on our Web site and on the Web sites of our online corporate clients. In addition, we cannot predict whether our business plan will be profitable. Currently, a limited number of Internet users have registered for our services. It is difficult to predict the extent and rate of user adoption of our services. We cannot assure you that our services will be broadly accepted. Visitors to our Web site may use our search service once or twice and then revert to traditional search techniques to navigate the Internet. Furthermore, we may not have anticipated all of the operational, customer and pricing issues

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in such a novel business. As a result, the investments we have made and expect to make to implement our business plan may not produce expanded revenues or profits.

We provide our basic Internet search service to users free of charge. However, a significant portion of our revenues for the foreseeable future is expected to be derived from individual users, or our online corporate clients' customers paying a subscription charge for the use of our Webhelp Express premium service. We have not yet determined the exact nature of our Webhelp Express premium service and we have not been able to determine whether Internet users will pay for subscriptions on a sustainable basis, and at what rate they may be willing to pay. In addition, our revenues will be dependent upon our ability to charge appropriate fees and collect money from these subscribers. Our business could be materially adversely affected if we were unsuccessful in establishing a paying subscriber base, or were unable to collect monies from these subscribers.

WE FACE RISKS RELATED TO EXPANDING INTO RELATIVELY NEW SERVICES AND BUSINESS AREAS, IN PARTICULAR E-COMMERCE

To increase our revenues, we will need to expand our operations by promoting new or complementary services and by expanding the breadth and depth of our services. In particular, we believe that our future success will depend largely on our ability to substantially increase revenues through provision of customer-service solutions for online businesses that seek to facilitate and enhance e-commerce transactions. We only recently entered this market and have little experience in it. The expansion of our e-commerce services will require additional development resources. Our expansion into new service offerings may not be timely or may not generate sufficient revenues to offset the cost of these offerings. If this occurs, our business, operating results and financial condition will be materially and adversely affected.

WE MAY NOT BE ABLE TO OVERCOME COMPETITION TO PROVIDE CUSTOMER SERVICES TO E-COMMERCE WEB SITES, TO ATTRACT INTERNET USERS TO OUR WEB SITE, TO ATTRACT SPONSORS TO PLACE CONTENT ON OUR WEB SITE AND TO ATTRACT ADVERTISERS

We face direct competition from companies that provide Internet-based search engines, including those that allow a user to conduct his or her own search of the Internet for answers to his or her questions, such as About.com, AskJeeves Inc., ExpertCentral.com, Inc., [email protected] Corp. and Altavista Co. We also compete with directory services, such as Yahoo! Inc., Lycos Inc., Infospace.com, Inc. and LookSmart Ltd. that provide alternative ways for Internet users to obtain desired content online. These companies, which have significantly more resources than we do, may create a search engine that employs human assistance. Some companies have already entered the market for personalized searching, offering automated plain English question answering or next-day human response e-mails. Although we believe that our combination of real people answering questions in real time will be attractive to Internet users, we can offer no assurance that users will choose our search methods over others.

We may also face potential competition from larger enterprise software companies such as Oracle Corporation and Siebel Systems, Inc. established technology companies, including International Business Machines Corp., Hewlett-Packard Co. and Microsoft Corporation, outsourced service providers such as Convergis Corp., Teletech Holdings, Inc. and Sykes Enterprises, Incorporated, and e-mail customer service companies such as Kana Communications Inc. and Brigade Solutions, Inc., who may use their existing relationships and capabilities to offer real-time sales and customer service applications.

We compete with other Internet portals and Web sites to attract Internet users, advertisers and sponsors. We also compete with traditional offline media, including print and television, for a share of advertising budgets. There is particularly intense competition based on price in the sale of advertising on the Internet which makes it difficult to project future advertising revenues. We currently receive all of our revenue from selling advertising space and sponsorships on our Web site.

Many of our competitors and potential competitors have longer operating histories, larger user bases, longer relationships with consumers, greater brand or name recognition and significantly greater financial, technical and marketing resources than we do. As a result of their greater resources, our competitors may be in a position to respond more quickly to new or emerging technologies and changes in consumer requirements and to develop and promote their services more effectively than we do. Although we believe that the Internet market will provide opportunities for more than one supplier of services similar to ours, it is possible that one or more of our competitors may dominate one or more market segments.

FAILURE TO ADD NEW ONLINE CORPORATE CLIENTS OR RETAIN EXISTING ONLINE CORPORATE CLIENTS MAY HAVE AN ADVERSE EFFECT ON OUR REVENUES

In the coming year, we expect that revenues associated with online corporate clients will be dependent on a limited number of clients, comprised primarily of major corporations with difficult-to-navigate Web sites. If we do not complete sales to a sufficient number of clients, our future revenues will be seriously harmed.

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Most of our online corporate client contracts have a limited term following the implementation of our Webhelp Direct services. As a result, if we are unable to offer valuable services to our clients during the term of these contracts, or if our clients choose a competitor's service over our service, or if these clients decide to use their own proprietary technology to develop services similar to ours, these clients may not renew their contracts. If we do not obtain a sufficient number of contract renewals or if these renewal contracts are obtained on terms less favorable than the original contracts, our business could be seriously harmed.

WE MAY NOT BE ABLE TO DELIVER OR MEASURE THE DELIVERY OF ADVERTISEMENTS RELIABLY AND THEREFORE MAY NOT BE ABLE TO EARN OR TO RELIABLY CALCULATE ACCRUED ADVERTISING REVENUES

We currently rely on advertising as our largest source of revenue. We rely on a third-party, 24/7 Media, Inc., to sell and deliver advertising on our Web site. If 24/7 fails to sell sufficient advertising, fails to sell advertising at sufficient rates, or fails to deliver the advertisements as contracted for, due to reliability or performance problems, or if advertisements cannot be targeted as promised to advertisers, our revenues will decrease.

The process of reliably delivering and tracking advertising placement within Web sites is an increasingly important and complex task, and currently available software programs and other tracing methods are rapidly evolving. We rely on a third party to sell and manage our banner advertising. To the extent that we or they encounter system failures or material difficulties in the operation of our system, we could be unable to deliver banner advertisements and sponsorships through our Web site. Any extended failure of, or other material difficulties with, our advertising management system may require us to provide advertising free of charge. In addition, advertising clients may not advertise on our Web site or may pay less for advertising if they do not perceive our measurements of impressions and click-throughs to be accurate and reliable.

THE FAILURE OR INADEQUATE CAPACITY OF OUR SYSTEMS COULD IMPAIR OUR ABILITY TO ATTRACT AND RETAIN ONLINE CORPORATE CLIENTS, INTERNET USERS AND ADVERTISERS

Our current revenue base is substantially dependent on attracting Internet users to our Web site and convincing them to continue to use our services. The quality of our services is critical to our reputation and to market acceptance of these services and, accordingly, to our ability to attract advertisers to our Web site and online corporate clients to our consumer service offerings. Any system failure that causes interruptions in the availability, or increases the response time, of our services could result in less traffic to our Web site and interruptions in our services to our online corporate clients. If these interruptions or increases in response time continue or are repeated, they could reduce the attractiveness of our services to advertisers, sponsors, e-commerce businesses and consumers.

An increase in the use of our services could strain the capacity of the software or hardware we use or the capacity of our network infrastructure. This strain could lead to slower response time or system failures. We have experienced system interruptions in the past, including as a result of our failure to anticipate the level of usage of our services. Similar interruptions are expected to occur from time-to-time in the future.

Any substantial increase in traffic on our Web site will require us to expand and adapt our network infrastructure. Our inability to add additional software and hardware to accommodate increased traffic on our Web site may cause unanticipated system disruptions and result in slower response times. Any failure to expand the capacity of our hardware or network infrastructure on a timely basis or on commercially reasonable terms could have a negative impact on our revenues and profits.

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OUR SERVICES MAY BE ADVERSELY AFFECTED BY THE FAILURE OF THIRD-PARTY HARDWARE, SOFTWARE AND SERVICES

The delivery of our services has been and may in the future be interrupted due to the failure of third-party providers of hardware, software, bandwidth and services. In addition, our success depends to a significant degree upon retaining our key relationships with our unrelated independent contractors, who employ and manage our trained Web Wizards who navigate the Internet for our users. These relationships are governed by short-term agreements. If these agreements were to be canceled or terminated and we were unable to replace or renew these agreements on satisfactory terms, our ability to service traffic to our Web site would be compromised. In addition, we will need to increase the number of Web Wizards as our business grows. Furthermore, since there is only one telecommunications provider in India, if the telecommunications links between our servers in the United States and one or more of our Web centers in India were severed or impaired, our operations could be severely disrupted. While we contract with a number of satellite providers to provide back-up support in the event of a telecommunications failure, we currently do not have sufficient back-up support to continue providing optimal services in the event of such a disruption and we would only be able to provide our services at a reduced level.

In addition, our registered users depend on Internet Service Providers, or ISPs, other online service providers and other Web site operators for access to our Web site. Each of these service providers has experienced significant outages in the past and could experience outages, delays and other operating difficulties in the future due to system failures. In addition, our users have experienced difficulties due to browser and provider system failures unrelated to our systems and services. Users who browse the Internet using versions 3.0 or lower of Netscape or Internet Explorer may experience some degradation in our services.

We currently depend on a limited number of suppliers for certain key technologies used to operate and manage our Web site. We may not be able to expand our network infrastructure on a timely basis to meet increased demand and key technology suppliers may not continue to provide us with products and services that meet our requirements.

We rely on the servers of eGain Communications, Inc. to support our Web site. We have designed our technology so that a failure of individual servers will not impact our services. However, if all of eGain's servers were to fail, in the case of, for example, a power outage at eGain's site, whether caused by severe weather, fire or otherwise, our operations could be severely disrupted.

We are also dependent on hardware suppliers for prompt delivery, installation, repair and maintenance of servers and other equipment and services used to provide our services. Substantially all of our hardware operations are located at our computer facility in the Chicago, Illinois site of Exodus Communications, Inc. We back up our data daily at the Plymouth, Minnesota site of Onvoy, Inc. We also outsource a portion of our hardware operations to third parties. A system failure at any of our operations locations may harm the performance of our services. Our systems are vulnerable to damage from fire, floods, earthquakes, power loss, telecommunications failures, break-ins and similar events. Despite the implementation of network security measures, our servers are also vulnerable to computer viruses and similar disruptive problems. Computer viruses or other problems caused by third parties could lead to interruptions, delays or halts in service. The occurrence of any of these risks could harm our business and could have a negative effect on our revenues and profits.

OUR INABILITY TO MAINTAIN HIGH USER TRAFFIC TO OUR WEB SITE WOULD NEGATIVELY AFFECT OUR ARRANGEMENTS WITH ADVERTISERS AND SPONSORS AND, THEREFORE, REDUCE OUR REVENUES

If we do not maintain high user traffic to our Web site, we may be required to provide advertisers and sponsors with free advertising space or reduce the fees they pay, thereby lowering our revenues. Our agreements with advertisers and sponsors often require that we achieve, and sometimes guarantee the achievement of, a minimum number of times that an advertisement is displayed or a minimum number of user requests for additional content made by clicking on the advertisement or promotional hyperlink. We may receive sponsorship fees as well as a portion of transaction revenues received by these third-party sponsors from Internet users originated through our Web site. If we fail to deliver these minimums, the sponsors typically either decrease the fees payable to us or we provide the sponsorship services to the sponsor free for a "make good" period.

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Sponsors may terminate their relationship with us if we are unable to meet the minimum use standards described above. Our contracts with sponsors typically have short terms and are terminable on relatively short notice. We may not be able to attract additional sponsors or renew existing sponsorship agreements if they terminate, which would decrease an important source of our future revenues. A termination would also waste resources and significant programming and design efforts that we may have dedicated to integrating sponsors' content with our services.

WE ARE RELYING ON A COSTLY BRAND DEVELOPMENT STRATEGY TO INCREASE REVENUES, AND THIS STRATEGY MAY NOT SUCCEED

Our future revenues will not grow unless we are able to develop the Webhelp brand. Promotion and enhancement of the Webhelp brand will depend largely on our ability to provide consistently high-quality services. We are pursuing an aggressive brand-enhancement strategy, which includes mass market and multimedia advertising, promotional programs and public relations activities. In pursuing this strategy, we will incur significant expenditures, including approximately $15 million in 2000 on these advertising and promotional programs and other activities. These expenditures may exceed any resulting increase in revenues. In addition, even if brand recognition increases, the number of new users of our services may not increase. Further, even if the number of new users increases, the amount of traffic on our Web site and the number of online corporate clients who use our customer relations solutions may not increase sufficiently to justify the expenditures. If our brand enhancement strategy is unsuccessful, these expenses may never be recovered and we may be unable to increase future revenues.

THE LOSS OF MEMBERS OF OUR SENIOR MANAGEMENT TEAM COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS

Our success depends to a significant degree upon the contributions of our executive management team, particularly Kerry Adler, our President and Chief Executive Officer. We believe that their management and technological skills in establishing and maintaining multiple Web centers and establishing training programs for hundreds of Web Wizards in customer service would be difficult to replace. The loss of the services of Mr. Adler or other members of our executive management team could have a material adverse effect on our business, financial condition and results of operations. In addition, because we commenced operations in November 1999, our senior managers are still becoming integrated as a management team and may not work effectively as a team to successfully manage our business.

WE MAY NOT BE ABLE TO HIRE AND RETAIN THE SKILLED PERSONNEL THAT WE NEED TO BE SUCCESSFUL

Given the rapid growth of our business, our success depends upon our ability to attract and retain highly qualified management, technical and sales and marketing personnel. There is intense competition among Internet companies for such personnel and the process of locating and hiring personnel with the combination of skills and attributes we require may be lengthy. Additionally, it is often more difficult to attract employees once a company's stock is publicly traded because the exercise price of equity awards such as stock options are generally based on the public market price, which is highly volatile in our industry. We may be unable to attract, integrate or retain other highly qualified employees in the future. The loss of the services of key personnel or the inability to attract additional qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

IF WE ARE NOT ABLE TO MANAGE EFFECTIVELY THE POTENTIAL GROWTH OF OUR BUSINESS WE MAY NOT BE ABLE TO MEET OUR REVENUE AND PROFITABILITY TARGETS

The growth of our business has resulted, and is expected in the future to result, in growth in the number of our employees and in increased responsibility for both existing and new management personnel. We cannot assure you that our systems, procedures or controls will be adequate to support our operations or that we will be able to manage our growth effectively. To the extent we continue to grow and do not manage this expansion successfully, our ability to retain key personnel and our business, operating results and financial condition could be materially and adversely affected.

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WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN ORDER TO FUND OUR OPERATIONS, DEVELOP NEW OR ENHANCED SERVICES AND RESPOND TO COMPETITIVE PRESSURES

We may need to raise additional funds through the public or private sale of our equity or debt securities or from other sources for the following purposes:

o to fund our operations;

o to develop new or enhanced services; or

o to respond to competitive pressures.

We cannot assure you that additional funds will be available when we need them, or that if funds are available, they will be available on terms favorable to us or our stockholders. If we are not able to obtain sufficient funds or if adequate funds are not available on terms acceptable to us, we may not be able to develop or enhance our services. A lack of sufficient funds could also prevent us from taking advantage of market opportunities or being able to respond to competitive pressures. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

Our need to raise additional funds could also directly and adversely affect your investment in us in another way. When a company raises funds by issuing additional stock to new investors, the percentage ownership of the existing stockholders of that company is reduced. This is referred to as dilution. If we raise funds in the future by issuing additional stock, you may experience significant dilution. Additionally, certain types of equity securities that we may issue in the future could have rights, preferences or privileges senior to your rights as a holder of our common stock.

THE ACQUISITIONS AND INVESTMENTS THAT WE HAVE MADE AND MAY MAKE IN THE FUTURE MAY NOT BE SUCCESSFUL AND MAY CREATE UNANTICIPATED PROBLEMS FOR US

We have completed one acquisition of assets that complement our business. We are continually evaluating potential acquisitions of additional technologies and assets, as well as selected businesses. We may not be able to identify additional suitable acquisition candidates available for sale at reasonable prices or to complete any desired acquisitions. In addition, we may not be able to successfully integrate any or all of the businesses we acquire into our operations. In connection with future acquisitions, we may have to:

o issue equity securities, which would dilute the ownership interest of all our stockholders; or

o incur additional debt.

Acquisitions involve numerous additional risks, including difficulties in the integration of the operations, services, products and personnel of the acquired business. Our systems, procedures or controls may not be able to support increased operations resulting from acquisitions. Acquisitions also divert management's attention from other business objectives. We also encounter risks by entering markets in which we have little or no experience. Problems with an acquired business could impair our performance. We may make investments in companies involved in the development of technologies or services that are complementary or related to our operations in the future. We cannot assure you that any investments in these companies will result in any return, nor can there be any assurance as to the timing of any return.

WE FACE RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION AND OUR REVENUES FROM SUCH EXPANSION MAY BE LOWER THAN EXPECTED

To increase revenues, we plan to expand internationally through joint ventures providing our services in languages other than English and through international marketing. We believe this expansion is important to our ability to continue to grow and market our services. In marketing our services internationally, however, our operating costs will increase and we will face new competitors. In addition, our ability to enter international markets will be dependent upon our ability to create localized versions of our services. We cannot assure you that we will be

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successful in creating versions of our services for international markets, marketing or distributing our services abroad, or if we are successful, that our international revenues will be adequate to offset the expense of establishing and maintaining international operations. To date, we have limited experience in marketing and distributing our services internationally.

In addition, we cannot assure you that we will be able to negotiate acceptable partnership or joint venture arrangements, that these arrangements will be successful or that potential partners will not pursue alternative means of providing real-time human-assisted Internet services. Although we believe that the other parties to our joint ventures generally have an economic motivation to perform their contractual responsibilities, their devotion of resources to these activities will be beyond our control. Depending on our obligations in these joint ventures, the termination or cancellation of these arrangements could also adversely affect our financial condition and results of operations.

In addition to the uncertainty as to our ability to establish an international presence profitably, there are difficulties and risks inherent in doing business on an international level, such as:

o compliance with regulatory requirements and changes in those requirements;

o trade barriers;

o protection of intellectual property rights;

o difficulties in staffing and managing international operations;

o longer payment cycles;

o problems in collecting accounts receivable;

o political instability;

o fluctuations in currency exchange rates; and

o potentially adverse tax consequences.

We cannot assure you that one or more of these factors will not have a material adverse effect on any international operations established by us and, consequently, on our business, results of operations and financial condition.

MANY OF OUR WEB WIZARDS ARE LOCATED IN INDIA

Our offering of real-time, human-assisted search services is highly dependent on our Web Wizards. Many of our Web Wizards are currently located in India, in part in order to reduce our operating costs. Our ability to service traffic to our Web site may be affected by changes in Indian government policy, taxation, social and ethnic instability and other political, economic or other developments in or affecting India.

Since achieving independence in 1947, India has had a mixed economy with a large public sector and an extensively regulated private sector. Indian central and state governments have in the past, among other things:

o imposed controls on prices of a broad range of goods and services;

o restricted the ability of private sector enterprises to expand capacity, reduce production or employment, or enter new businesses; and

o allocated raw materials and foreign exchange.

During the past decade, and especially since 1991, the central government has significantly relaxed restrictions on the private sector. Nonetheless, the role of the Indian central and state governments in the Indian economy, as producers, consumers and regulators, remains significant in ways which directly affect our ability to rely on Web Wizards based in India. We cannot assure you that the economic liberalization policies of recent governments will be continued or that changes in Indian government policies or future developments in the Indian economy may not adversely affect our operations. If they were not continued, our operating expenses could increase or we could be unable to continue to operate in India at all.

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ECONOMIC SANCTIONS IMPOSED ON INDIA BY THE UNITED STATES COULD RESTRICT OUR INDIAN WEB CENTER'S ACCESS TO TECHNOLOGY AND LIMIT OUR ABILITY TO RELY ON WEB WIZARDS IN INDIA

In May 1998, the United States imposed economic sanctions against India in response to India's testing of nuclear devices. Since then, the United States has waived some of these sanctions after discussions with the government of India. The economic sanctions imposed on India to date have not had a material impact on our use of our Web Wizards. However, these sanctions, or additional sanctions, could restrict our access to technology that is required to construct and operate our Web centers. We cannot assure you that any of these sanctions will continue to be waived, that additional economic sanctions of this nature will not be imposed, or that these sanctions or any additional sanctions that are imposed will not have a material adverse effect on our business.

WE COULD INCUR SIGNIFICANT WITHHOLDING TAXES AND EMPLOYEE BENEFIT EXPENSES IF OUR WEB WIZARDS WERE DEEMED TO BE OUR EMPLOYEES RATHER THAN EMPLOYEES OF OUR INDEPENDENT CONTRACTORS

The outsourced service providers that employ Web Wizards act as our independent contractors. One or more jurisdictions or taxing authorities, including the Internal Revenue Service, could seek to treat the Web Wizards as our employees rather than employees of these independent contractors. As a result, they may seek to impose taxes, interest and penalties on us. In addition, employees are generally entitled to healthcare and other benefits that are typically unavailable to employees of independent contractors. Because we believe that the Web Wizards are not our employees, we would vigorously oppose any claim to the contrary. However, our efforts to do so might not be successful. Our business, results of operations and financial condition would be materially adversely affected if these claims are made and we do not prevail or if we are required to treat the Web Wizards as employees for tax or employee benefit purposes or otherwise.

WE MAY NOT BE ABLE TO ADAPT TO TECHNOLOGICAL CHANGE AND TO DEVELOP NEW SERVICES TO REMAIN COMPETITIVE

The market for Internet products and services is characterized by rapidly changing technology, evolving industry standards and customer demands, and frequent new product introductions and enhancements. Our users and online corporate clients will expect us to be on the cutting edge of these developments. These market characteristics are exacerbated by the emerging nature of this market and the fact that many companies are expected to introduce new competitive Internet products in the near future. Therefore, to be successful in attracting and maintaining users of our Web site, we must continually improve the performance, features and reliability of our search and other services. A key element of our business strategy is the development, introduction and integration of new services that capitalize on the increasing use of the Internet. We cannot assure you that we will be successful in developing or integrating these services, that they will meet with market acceptance or that our investments in these services will be recovered. In addition, the technology for our services may contain undetected errors that require significant design modifications, resulting in a loss of customer confidence in our services and a reduction in the use of our services.

WE ARE DEPENDENT ON OUR INTELLECTUAL PROPERTY AND OUR METHODS OF PROTECTING OUR INTELLECTUAL PROPERTY MAY NOT BE ADEQUATE

Our success depends significantly upon our proprietary technology. We currently rely on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. We have filed a provisional application for a patent in the United States relating to certain aspects of our system architecture and interface, and we are filing applications for registration of certain trademarks. We will continue to evaluate the possibility of filing additional applications for patents, service marks and trademarks, as appropriate. Other parties may challenge our patent application or any patent that may issue from the application or our trademarks. If challenges are brought or if the U.S. Patent and Trademark Office disallows our applications, the patent or trademark registrations may not be granted or, if granted, may be expunged. Also, we cannot assure you that we will develop additional proprietary services or technologies that are patentable, that any issued patent will provide us with any competitive advantages or will not be challenged by third parties, or that the patents of others will not have a material adverse effect on our ability to do business. We generally enter into confidentiality agreements with our employees, consultants and partners. In addition, we have certain security procedures to protect our trade secrets and know-how. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information

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that we regard as proprietary. The laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. We do not currently have any patents or patent applications pending in any country outside of the United States. Our means of protecting our proprietary rights may not be adequate. Additionally, our competitors may independently develop similar technology, duplicate our services or design around our intellectual property rights.

WE MAY BECOME INVOLVED IN INTELLECTUAL PROPERTY LITIGATION WHICH COULD IMPAIR OUR ABILITY TO CONDUCT OUR BUSINESS

There has been substantial litigation in the software and Internet industries regarding intellectual property rights. We or our licensors may become involved in claims and counterclaims with third parties regarding infringement with respect to current or future products or trademarks or other proprietary rights. Any infringement or other claims or counterclaims could impair our business because they could:

o be time-consuming;

o result in costly litigation;

o divert management's attention from the effective operation of our business;

o cause service delays; or

o require us to redesign our services or require us to enter into royalty or licensing agreements which may not be available on terms acceptable to us, or at all.

RISKS RELATED TO THE INTERNET INDUSTRY

OUR PERFORMANCE WILL DEPEND ON THE GROWTH AND COMMERCIAL ACCEPTANCE OF THE INTERNET

Our future success will depend substantially upon the widespread adoption of the Internet as a primary medium for commerce and business applications. If the Internet does not become a viable and substantial commercial medium, our business, operating results and financial condition will be materially adversely affected. The Internet has experienced, and is expected to continue to experience, significant user and traffic growth, which has, at times, caused user frustration with slow access and download times. The Internet infrastructure may not be able to support the demands placed on it by continued growth. There have been regular failures in the Internet infrastructure, and there are likely to be more in the future, which may undermine our potential clients' confidence in the Internet as a viable commercial medium. Critical issues concerning the commercial use of the Internet, like security, reliability, cost, accessibility and quality of service, remain unresolved and may negatively affect the growth of Internet use or the attractiveness of commerce and business communication on the Internet. In addition, the Internet could lose its viability if there are delays in the development or adoption of new standards and protocols to handle increased activity or if there is increased government regulation and taxation of Internet commerce.

WE MAY NOT BE ABLE TO MAINTAIN ADVERTISING REVENUES IF THE INTERNET IS NOT ADOPTED AS AN ADVERTISING MEDIUM

We expect to earn a significant portion of our revenues by selling advertisements on our Web site. For the period from our inception, May 27, 1999, to December 31, 1999, advertising revenues represented all of our revenues. We will not be able to sustain or increase our advertising revenues if the Internet does not develop into an attractive and sustainable advertising medium. For example, Internet users may purchase "filter" software programs that limit or remove advertising from the user's browser display. The widespread adoption of this software could negatively impact the use of advertising on the Web. It is also difficult to predict which method of pricing will be adopted by the industry or advertisers. For example, our advertising revenues could decrease if advertising rates are based on the number of users who access the advertiser's Web site from our Web site or seek additional information about a product or service by "clicking" on the advertisement, rather than rates being based solely on the number of times an advertisement is displayed. In order to maintain and increase advertising revenues, we must develop a large base of registered users with demographic characteristics attractive to advertisers. If we are unable to attract Internet users to our Web site, advertising revenues could be impaired, advertisers and sponsors may terminate their

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agreements with us, advertisers may not be willing to pay as much as they currently pay to appear on our Web site and we may be required to supply our services to advertisers for free.

SECURITY CONCERNS COULD HINDER E-COMMERCE TRANSACTIONS CONDUCTED OVER THE INTERNET

The need to transmit confidential information securely over the Internet has been a significant barrier to conducting commercial transactions over the Internet and communicating over the Web. Any well-publicized compromise of security could deter some consumers from using the Web or from using it to conduct transactions that involve transmitting confidential information, like stock trades or purchases of goods or services. Because much of our business strategy involves consumers' use of the Web to purchase goods or services, our business could be adversely affected by security violations by us or our commerce partners.

We may also incur significant costs to protect against the threat of security violations or to alleviate problems caused by these violations. These violations could expose us to a risk of loss or litigation and possible liability. In addition, we may suffer losses as a result of orders placed with fraudulent credit card data, even though the consumer's payment for these orders has been authorized by the associated financial institution.

WE ARE SUBJECT TO CONCERNS REGARDING PRIVACY OF PERSONAL INFORMATION ABOUT THE USERS OF OUR SERVICES

We maintain a privacy policy that is displayed on our Web site. Our policy is not to disclose willfully any individually identifiable information about any user of our services to a third party without the user's consent. This information may include personal identification information, demographic profile data, user preferences, Web site behavioral data and chat transcripts. Our policy and user choices regarding the dissemination of personal information collected on our Web site are accessible to users of our personalized services when they initially register. In addition, the Federal Trade Commission and several states have been investigating some Internet companies regarding their use of personal information. We could incur additional expenses and reduced revenues if new regulations regarding the use of personal information are introduced or if our privacy practices are investigated. In addition, if third persons were able to penetrate our network security or otherwise misappropriate users' personal information, we could be subject to costly liability claims. These could include claims for unauthorized purchases, impersonation or other similar fraud claims, as well as claims for other misuses of personal information, such as for unauthorized marketing purposes.

WE DEPEND ON THIRD-PARTY CONTENT

Our Internet search service is designed to directly link our users to a page within a third-party's Web site that presents the answer to a question asked. However, when we attempt to direct users to a page within these Web sites, some companies have automatically redirected our users to their home page. If companies prevent us from directly linking our users to a particular page within a third-party Web site, and if there are no comparable alternative Web sites to which we can direct our users, the utility and attractiveness of our services to Internet users may be reduced. If this occurs, traffic on our Web site could significantly decrease, which would seriously harm our business. In addition, we have little control over the content contained on these third-party Web sites. If these third-party Web sites do not contain high-quality, up-to-date and useful information to the user, the utility of our service to the user will be reduced, which could seriously harm our business.

WE MAY BE LIABLE FOR CONTENT RETRIEVED FROM THE INTERNET

We could be exposed to liability with respect to the selection of third-party Web sites that may be accessible through our Web site. These claims might include, among others, that by linking to Web sites operated by third parties, we may be liable for copyright or trademark infringement or other unauthorized actions by these third-party Web sites. Because material may be downloaded by the online or Internet services operated or facilitated by us or the Internet access providers with which we have relationships, and may be subsequently distributed to others, it is also possible that claims will be made against us on the basis of defamation, negligence, copyright or trademark infringement or other theories based on the nature and content of such materials. These claims could be based on us providing access to obscene or indecent content. Implementing measures to reduce our exposure to this liability may require substantial resources and may limit the attractiveness of our services to Internet users.

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Although we carry general liability insurance, our insurance may not cover potential claims of this type, or may not be adequate to indemnify us for all types of liability that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could impair our business.

GOVERNMENT REGULATION OF THE INTERNET AND LEGAL UNCERTAINTIES CAUSED THEREBY COULD IMPAIR OUR BUSINESS

We are not currently subject to direct regulation by any government agency, other than regulations applicable to businesses generally, including as they apply to access to, or commerce on, the Web. The adoption of such laws or regulations could increase our cost of doing business and may decrease the growth of the Web and the demand for our services. Due to the increasing popularity and use of the Web, it is likely that laws and regulations may be adopted with respect to issues such as the protection of databases, user privacy, consumer protection, copyrights, pricing and characteristics and quality of products and services. It is not possible to fully determine the impact of this legislation, which could subject us and/or our online corporate clients or their customers to potential liability, which could have a material adverse effect on our business, results of operations and financial position.

Due to the global nature of the Internet, it is possible that, although transmission of our services originates from our operations centers in Toronto, Ontario, Minot, North Dakota, Plymouth, Minnesota, Chicago, Illinois and India, the governments of other states and foreign countries may attempt to regulate our transmissions or to prosecute us for violations of their laws. Violations of local laws may be alleged or charged by state or foreign governments. Although we intend to comply with local law, we may violate these laws unintentionally and these laws may be modified, or new laws enacted, in the future. It is also possible that states or foreign countries may seek to impose sales taxes on out-of-state companies that engage in commerce over the Internet. In the event that states or foreign countries succeed in imposing sales or other taxes on Internet commerce, the growth of the use of the Internet for commerce could slow substantially, thereby causing a negative effect on our business and profitability.

Several states have proposed legislation that would govern the collection and use of information gathered from Internet users. As we and some of our online corporate clients aggregate this data, any legislation of this type could restrict these activities. In addition, consumers who have privacy concerns may avoid Web sites that collect information from their users.

Legislation limiting the ability of the states to impose taxes on Internet-based transactions recently has been enacted by the United States Congress. However, this legislation, known as the Internet Tax Freedom Act, imposes only a three-year moratorium, which commenced October 1, 1998 and ends on October 21, 2001, on state and local taxes on e-commerce, where those taxes are multiple or discriminatory, and on Internet access, unless those taxes were generally imposed and actually enforced prior to October 1, 1998. It is possible that the tax moratorium could fail to be renewed prior to October 21, 2001. Failure to renew this legislation would allow various states to impose taxes on Internet-based commerce. The imposition of these taxes could adversely affect our ability to become profitable.

Several telecommunications carriers are advocating that the United States Federal Communications Commission regulate the Internet in the same manner as it does other telecommunications services by imposing access fees on Internet service providers. These regulations could substantially increase the costs of communicating on the Internet. This, in turn, could slow the growth in Internet use and thereby decrease the demand for our services.

In addition, we are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. Most of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address these issues could create uncertainty in the Internet market. This uncertainty could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

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RISKS RELATED TO THE OFFERING

OUR STOCK PRICE MAY BE SUBJECT TO VOLATILITY RELATED TO THE INTERNET INDUSTRY REGARDLESS OF OUR PERFORMANCE

The stock market in general, and the market prices for Internet-related companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of Internet-related companies. These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance. Additionally, fluctuations in the market price of our common stock could result in stockholder lawsuits, which potentially could impair our business.

IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY

Public market analysts and investors have not been able to develop consistent financial models for the Internet market because of the unpredictable rate of growth of Internet users, the rapidly changing models of doing business on the Internet and the Internet's relatively low barriers to entry. As a result, and because of the other risks discussed in this prospectus, it is unlikely that our actual results will meet the expectations of public market analysts and investors in future periods. If this occurs, the price of our common stock will likely fall. In addition, our potential inability to keep short-term expense levels in line with revenues could adversely affect our financial results for any given quarter. It is possible that in some future quarter our operating results may be below the expectations of analysts and investors which could reduce the price of our common stock.

OUR OPERATING RESULTS CAN BE AFFECTED BY SEASONALITY, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE

We expect to experience seasonality in our business. Historically, Internet users have made a smaller number of visits to the Web sites of our competitors during the summer and the year-end vacation and holiday periods when Web usage typically declines. As a result, our quarterly revenues may fluctuate, adversely affecting our market price.

AFTER THE OFFERING, THERE WILL BE A SIGNIFICANT NUMBER OF SHARES OF COMMON STOCK

ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market after the offering or the perception that those sales could occur could adversely affect the market price of the common stock and our ability to raise equity capital in the future. Upon completion of the offering, we will have outstanding shares of common stock, assuming no exercise of outstanding options. Of these shares, the shares sold in the offering will be tradable without restriction or limitation under the Securities Act of 1933, except for any shares purchased by our "affiliates." The remaining shares of common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act. The holders of substantially all of such shares have agreed, until at least 180 days after the date of this prospectus, not to sell or otherwise dispose of such shares, without the prior written consent of the representatives of the underwriters. After that date, such shares may be sold subject to the limitations of Rule 144. Pursuant to an amended and restated investor rights agreement dated as of December 31, 1999, eliance, Insight Capital Partners III, L.P., Insight Capital Partners (Cayman) III, L.P., Insight Capital Partners (Co-Invest) III, L.P., CIBC WMC Inc., Kerry Adler, Laura Hantho, Hugh Cumming, Dan Walter and another common stockholder have the ability to demand registration under the Securities Act of all or a portion of our common stock owned by them when we are eligible to use an S-3 short-form registration, which will not be earlier than one year after the date of this offering. In addition, shares of common stock are reserved for issuance under our 1999 Long Term Incentive Plan. We intend to file a registration statement covering the issuance of these shares promptly following the offering. As a result, shares issuable upon the exercise of these options will be freely tradeable unless held by one of our affiliates.

CONCENTRATED OWNERSHIP MAY DISCOURAGE BIDS TO PURCHASE OUR COMMON STOCK

Our existing stockholders will, in the aggregate, beneficially own approximately % of our outstanding shares of common stock after the offering. As a result, these stockholders, acting together, would be able to control many matters requiring approval by our stockholders, including the election of directors, and bids to purchase any shares of our common stock you purchase may be delayed or prevented.

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PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS COULD DISCOURAGE OR DELAY OFFERS TO PURCHASE OUR COMMON STOCK

Our certificate of incorporation and by-laws contain certain provisions that could discourage or delay an acquisition of our common stock, even though you may want the acquisition to occur. In addition, provisions of Delaware law, our 1999 Long Term Incentive Plan and some of our executive officer's employment agreements may have the same effect.

PRIOR TO THE OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR OUR COMMON STOCK

We have applied for listing of our common stock on the Nasdaq National Market under the symbol "WHLP" and intend to apply for listing of our common stock on The Toronto Stock Exchange under the symbol "WHP". Prior to the offering, there has been no market for our common stock and we cannot assure that an active public market will develop or continue after the offering. The initial public offering price will be determined by negotiations between us and the underwriters. The negotiated initial public offering price may not be indicative of the market price for our common stock after the offering.

PURCHASERS OF OUR COMMON STOCK IN THE OFFERING WILL HAVE THE PRO FORMA TANGIBLE BOOK VALUE PER SHARE OF THEIR COMMON STOCK IMMEDIATELY AND SUBSTANTIALLY DILUTED

If the shares of our common stock offered are sold at a price of $ per share, the purchasers will experience immediate dilution in pro forma net tangible book value per share of our common stock of $ from the initial public offering price per share.

WE DO NOT PAY, NOR DO WE ANTICIPATE PAYING, ANY DIVIDENDS

We do not currently pay dividends and we do not anticipate paying any dividends in the foreseeable future. The terms of any future debt financings may restrict the payment of dividends.

YOU MAY NOT BE ABLE TO OBTAIN ENFORCEMENT OF CIVIL LIABILITIES AGAINST US OUTSIDE THE UNITED STATES

Our principal office and many of our assets are located in Canada. In addition, some of the members of our board of directors, a majority of our officers and certain experts named in this prospectus are residents of Canada. As a result, it may be impossible for you to effect service of process within the United States upon these persons or to enforce against us or these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. Investors should not assume that Canadian courts would enforce judgments of United States courts obtained in actions against us or those persons predicated upon the civil liability provisions of the United States federal securities laws or the securities or "blue sky" laws of any state within the United States, or would enforce, in original actions, liabilities against us or those persons predicated upon the United States federal securities laws or any such state securities or blue sky laws. No treaty exists between the United States and Canada for the reciprocal enforcement of foreign court judgements.

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FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and elsewhere in this prospectus constitute forward-looking statements within the meaning of the federal securities laws. These statements include, among others, the following: use of proceeds; projected increases in sales and marketing, research and development and capital expenditures; liquidity; our planned international expansion; our strategy of enhancing our current products and services and expanding into new products and services; our efforts to increase brand awareness; our development of strategic relationships; and our strategy to encourage widespread adoption of our services and to make the Webhelp solution a preferred customer relationship management platform.

We have based these forward-looking statements on our current expectations and projections about future events. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms or other comparable terminology. The forward-looking statements contained in this prospectus involve known and unknown risks, uncertainties and other factors that may cause industry trends or our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. These factors include, among others, those listed under "Risk Factors" and elsewhere in this prospectus.

In addition, this prospectus includes data relating to the Internet industry, e-commerce and the Internet-based search engine market. Some of this data was obtained from industry publications and reports, such as reports by International Data Corporation, Jupiter Communications and Forrester Research, Inc. These reports assume certain events, trends and activities will occur and they project information based on those assumptions. We have not independently verified this data.

We cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $ . If the underwriters fully exercise the over-allotment option, the net proceeds of the shares we sell will be $ . "Net proceeds" is what we expect to receive after paying the underwriting discount and commissions and other expenses of the offering. For the purpose of estimating net proceeds, we are assuming that the public offering price will be $ per share.

We will use approximately $ of the net proceeds to expand our marketing and brand-building efforts and to expand and build Web centers. We will use the balance of the net proceeds for general corporate purposes, including working capital.

The nature and timing of these expenditures is subject to our discretion and is not currently committed to specific programs.

Until we use the net proceeds of the offering, we will invest the funds in short-term, investment grade, interest-bearing securities.

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DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock or other securities. We anticipate that we will retain earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.

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CAPITALIZATION

The following table sets forth the following information as of December 31, 1999:

o our actual capitalization;

o our pro forma capitalization after giving effect to the conversion of all the outstanding shares of preferred stock into shares of common stock upon the closing of this offering; and

o our as adjusted capitalization after giving effect to the pro forma adjustments described above and after giving effect to the sale of the shares of common stock that we are offering under this prospectus at an initial public offering price of $ per share, after deducting the underwriting discount and commissions and estimated offering expenses.

                                                                                            DECEMBER 31, 1999
                                                                                --------------------------------------
                                                                                ACTUAL       PRO FORMA     AS ADJUSTED
                                                                                ------       ---------     -----------
Stockholders' equity:

   Convertible preferred stock, $0.01 par value; 20,000,000 shares
     authorized; issuable in series

   Series A convertible preferred stock, $0.01 par value; 15,000,000 shares
     designated, issued and outstanding;
     aggregate liquidation preference of $19,200,000; .....................   $    150,000    $       --      $       --
     no shares issued and outstanding in pro forma

   Series B convertible preferred stock, $0.01 par value; 3,671,329 shares
     designated, issued and outstanding;
     aggregate liquidation preference of $72,435,321; .....................         36,713            --              --
     no shares issued and outstanding in pro forma

   Common stock, $0.01 par value; 65,000,000 shares authorized
     31,276,224 shares issued and outstanding; ............................         87,415            --
     49,947,553 shares issued and outstanding in pro forma; ...............                      274,128
                shares issued and outstanding in pro forma as adjusted;....                           --

   Additional paid-in capital .............................................     42,067,473      42,067,473
   Deficit accumulated during the development stage .......................    (14,905,987)    (14,905,987)
                                                                              ------------    ------------    ------------
     Total stockholders' equity ...........................................     27,435,614      27,435,614
                                                                              ------------    ------------    ------------

     Total capitalization .................................................   $ 27,435,614    $ 27,435,614    $
                                                                              ============    ============    ============

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DILUTION

Our pro forma net tangible book value as of December 31, 1999 was approximately $26.9 million, or $0.54 per share. "Pro forma net tangible book value per share" represents the amount of our total tangible assets reduced by the amount of the total liabilities and divided by the number of shares outstanding, after giving effect to the conversion of all of our outstanding preferred stock into common stock.

After giving effect to adjustments relating to the offering, our pro forma net tangible book value as of December 31, 1999 would have been $ million or $ per share. The adjustments made to determine pro forma net tangible book value per share after the offering are the following:

o an increase in total assets to reflect the net proceeds of the offering as described under "Use of Proceeds" (assuming that the public offering price will be $ per share); and

o the addition of the number of shares offered by this prospectus to the number of shares outstanding.

The following table illustrates, as of December 31, 1999, the increase in pro forma net tangible book value of $ per share and the dilution (the difference between the offering price per share and the pro forma net tangible book value per share) to new investors:

Assumed public offering price per share.........................................                   $
                                                                                                    ---------
Pro forma net tangible book value per share as of December 31, 1999.............     $
                                                                                      ---------
Increase in pro forma net tangible book value per share attributable                  ---------
   to the offering..............................................................

Pro forma net tangible book value per share after the offering..................                    ---------

Dilution per share to new investors.............................................                   $
                                                                                                    =========

The following table shows the difference between existing stockholders and new investors with respect to the number of shares purchased from us, the total consideration paid and the average price paid per share. The table assumes that the public offering price will be $ per share.

                                       SHARES PURCHASED               TOTAL CONSIDERATION
                                   -----------------------         -----------------------      AVERAGE PRICE
                                   NUMBER          PERCENT         AMOUNT          PERCENT        PER SHARE
                                   ------          -------         ------          -------      -------------
Existing stockholders.......     49,947,553              %                                  %
New investors...............                             %                                  %
                                 ----------         -----          -------             -----
Total                                               100.0%                             100.0%
                                 ==========         =====          =======             =====

The foregoing calculations:

o do not include shares issuable upon exercise of options outstanding as of the date of this prospectus; and

o assume no exercise of the underwriters' over-allotment option.

To the extent outstanding options are exercised, there will be further dilution to new investors.

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SELECTED CONSOLIDATED FINANCIAL DATA

This section presents our selected historical financial data. You should read carefully the financial statements included in this prospectus, including the notes to the financial statements. The selected data in this section is not intended to replace the financial statements.

We derived the statement of operations data for the year ended December 31, 1999 and balance sheet data as of December 31, 1999 from the audited financial statements in this prospectus. Those financial statements were audited by Ernst & Young LLP, our independent auditors.

The pro forma information included in the statement of operations data gives effect to the issuance of shares of common stock upon the conversion of all of our outstanding preferred shares upon the closing of this offering. The pro forma and as adjusted data have not been audited.

                                                                                FOR THE PERIOD
                                                                                MAY 27, 1999, TO
                                                                                DECEMBER 31, 1999
                                                                                -----------------
STATEMENT OF OPERATIONS DATA:
Revenue ......................................................................   $     29,857
Cost of revenue ..............................................................        844,916
                                                                                 ------------
Gross profit (loss) ..........................................................       (815,059)
                                                                                 ------------
Operating expenses:

     Sales and marketing .....................................................        654,124
     General and administrative ..............................................      3,110,672
     Product development .....................................................        180,638
     Amortization of other intangibles .......................................         48,063
     Depreciation of fixed assets ............................................         67,278
                                                                                 ------------
Total operating expenses .....................................................      4,060,775
                                                                                 ------------
Operating loss ...............................................................     (4,875,834)
                                                                                 ------------
Interest expense, net ........................................................         30,153
                                                                                 ------------
Net loss and comprehensive loss for the period and deficit, end of period ....   $ (4,905,987)
                                                                                 ============
Net loss per share, basic, diluted and pro forma .............................   $      (0.20)
                                                                                 ============
Weighted average number of shares outstanding
used to compute basic and diluted net loss per share .........................     24,095,508

Weighted average number of shares outstanding
used to compute pro forma basic and diluted net loss per share ...............     24,317,751

                                                                        AS AT DECEMBER 31, 1999
                                                           -----------------------------------------------------
                                                           ACTUAL               PRO FORMA            AS ADJUSTED
                                                           ------               ---------            -----------
BALANCE SHEET DATA:
Cash and cash equivalents.............................$    21,178,857        $   21,178,857        $
Working capital.......................................     24,498,610            24,498,610
Total assets..........................................     29,187,230            29,187,230
Total stockholders' equity............................     27,435,614            27,435,614

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YOU SHOULD READ THIS DISCUSSION TOGETHER WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED IN THIS PROSPECTUS.

OVERVIEW

We are the most widely used provider of real-time human-assisted Internet services. Our services enable businesses and individuals to more effectively use the Internet to conduct e-commerce and locate content. We were incorporated on May 27, 1999 and until November 30, 1999, when we launched our Web site, were primarily engaged in developing and implementing our business plan. We raised capital, invested in product development efforts, contracted with outsourced service providers for our Web centers, signed on content providers for our Web site and initiated marketing activities. Since launching our Web site, we have focused on recruiting people, developing brand awareness through online and traditional advertising campaigns and aggressively growing sales from banner advertising on our Web site. The financial statements included in this registration statement, and the commentary included in this Management's Discussion and Analysis, cover the period from May 27, 1999 to December 31, 1999, our inception period. Because we generated revenue only during the month of December 1999, no comparisons have been provided to prior years and prior quarters.

Revenues during our inception period consisted entirely of advertising revenues, and those revenues were derived entirely through our third party advertising manager, 24/7 Media. In November 1999, we signed an exclusive agreement with 24/7 Media whereby we deliver impressions (for example, banner ads, page sponsorships, buttons) to users of our consumer portal over a specified period of time for a specified fee. We recognized these revenues based on actual impressions delivered.

Commencing in fiscal year 2000, we expect to earn revenues from additional services offered to online corporate clients and individual users. Generating revenue from multiple revenue streams is an important strategy for us.

We provide corporate clients with private branded online customer sales and support services on their Web sites. We expect this to represent a significant proportion of our revenue stream going forward. We will recognize this revenue on a per user or per engagement basis. We are also in discussions with a number of membership organizations to offer our services to their members in return for a subscription fee or a per engagement fee.

Following the launch of our Web site, we offered registered users a free trial period in which we provided them with real-time assistance in processing queries in our consumer portal. During the second quarter of 2000, we will introduce our premium service to registered users whereby they will be able to access a premium offering for a set fee.

We are also currently developing relationships with several e-commerce companies to provide their customers with assistance in processing and completing transactions online. Because the pricing structure will be based on a per transaction engagement fee, we will recognize revenue upon completion of each transaction.

Cost of revenues consist primarily of fees paid to third-party outsourced service providers who enable us to provide Internet users with real-time, human-assisted searches. These third parties provide us with Web centers on a variable cost basis, subject to a specified minimum cost. We currently have exclusive, renewable contracts with three outsourced service providers in India. We also have a contract with an outsourced service provider in the United States which will expire on May 31, 2000. We are currently considering whether to negotiate an extension of this contract. As of December 31, 1999, we engaged more than 600 Web Wizards at our Web centers and expect to grow this number substantially over the next 12 months. We plan on expanding our outsourced operations by growing our Web center facilities in India, and are in negotiations with additional outsourced service providers to enable this growth.

Cost of revenues also included Web hosting costs and payments to providers of content on our Web site.

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Since our inception in May 1999, we have experienced operating losses and negative cash flows. As of December 31, 1999, we had an accumulated deficit of $14.9 million. Included in this amount is $10.0 million relating to the repurchase of our common stock during this period. The profit potential of our business is unproven, and our limited operating history makes an evaluation of our company and our prospects difficult. We may not generate revenue sufficient to achieve profitability or, if we achieve profitability, we may not be able to sustain profitability.

RESULTS OF OPERATIONS DURING THE INCEPTION PERIOD

REVENUES. Revenues for the one month from the launch of the Company's Web site until December 31, 1999 totaled $30,000, and consisted entirely of banner advertising revenues derived entirely through 24/7 Media. We did not enter into any barter transactions during the period.

COST OF REVENUES. Cost of revenues of $845,000 consisted primarily of third-party outsourced service provider costs of $743,000 associated with providing us with Web Wizards, personnel and Web centers. Web hosting expenses were $76,000 and expenses related to the provision of content on our Web site was $26,000.

Because we are providing our premium service for free to registered users for an initial four-month trial period which is scheduled to end in April 2000, there were no revenues related to these costs during the inception period.

SALES AND MARKETING. Sales and marketing expenses totaled $654,000 and consisted primarily of advertising, public relations and promotional expenses of $614,000, as well as salaries, commissions and related personnel expenses. Advertising included $410,000 spent on online advertising and $204,000 spent on offline media. As of December 31, 1999, we had four full-time sales employees. These costs are expected to increase significantly in future months as we grow our business and build our brand awareness. In addition, we intend to build a sales force for each of our markets, including business-to-business and limited parts of our business-to-consumer market. It is currently our intention to rely on a third party advertising manager to sell our online advertising to advertisers.

GENERAL AND ADMINISTRATIVE. General and administrative expenses totalled $3.1 million. Of this amount, $2.6 million represented a charge to current period expenses for a reimbursement of expenses incurred by eliance on our behalf and a release from prior obligations with eliance. Also included in this amount is $272,000 for compensation and related personnel costs and $239,000 for other general corporate costs, including travel, accounting and finance, rent and legal and professional fees. These costs will increase as personnel are added to manage our growth. In addition, we expect to begin incurring costs related to being a public entity, including directors' and officers' liability insurance, investor relations and other professional fees.

PRODUCT DEVELOPMENT EXPENSES. Product development expenses of $181,000 consisted primarily of consulting fees related to the design, development, testing and enhancement of our technology and our Web site. We expect that these expenses will increase as we continue to invest in our technology and our Web site.

DEPRECIATION AND AMORTIZATION. We recorded depreciation and amortization of $115,000 for the month of December 1999, representing amortization of fixed assets and amortization of the intangible assets.

INTEREST. We incurred $40,000 in interest on our $2.0 million bridge loan financing. The bridge note was cancelled as part of a December 29, 1999 private placement (see Liquidity and Capital Resources below). We also earned $10,000 of interest income on cash balances.

INCOME TAXES. There was no provision for federal income, state or provincial taxes for the period ended December 31, 1999 due to our operating losses.

STOCK COMPENSATION. On January 28, 2000, our stockholders approved the 1999 Long Term Incentive Plan for directors, officers, employees and other parties (see "Management - Long Term Incentive Plan"). Commencing with fiscal 2000, we expect to record deferred compensation expense in connection with stock options granted with exercise prices lower than the deemed fair market value of our common shares. Deferred compensation will be amortized over the three year period in which the options vest.

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LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through two private equity placements and a $2.0 million bridge note from a significant shareholder. As of December 31, 1999, we had issued $42.2 million of equity securities in three transactions in consideration for $33.3 million in cash, the cancellation of the $2.0 million bridge note, a $2.6 million stock subscription receivable and $4.3 million in assets. Pursuant to a binding letter of intent dated November 26, 1999, on December 29, 1999, we issued 15 million shares of Series A Preferred stock for consideration of $3.4 million in cash, a $2.6 million stock subscription receivable and the cancellation of the $2.0 million bridge note. On December 31, 1999, we issued 3,671,329 shares of Series B convertible preferred stock to one institutional investor for consideration of $30.0 million in cash. We used $10.0 million of the proceeds to repurchase 1,223,776, or approximately 5%, of our founders' shares of common stock. Subsequent to year end, we collected the stock subscription receivable.

Net cash provided by operating activities was $322,000 for the inception period. This consisted of operating losses of $4.9 million offset by $2.7 million of non-cash items and a decrease in working capital of $2.5 million. For the foreseeable future, we expect cash flow from operations to be negative. Net cash used in investing activities of $4.4 million related primarily to the purchase of assets from eliance in December 1999. During the period, we acquired certain assets of eliance in exchange for $4.3 million in cash and 8,500,000 shares of common stock. These assets included certain fixed assets, certain intangibles such as licenses, trademarks and trade names, other intangibles, prepaid expenses and one month of an Internet services agreement. As described above, $2.6 million of the consideration was charged to current period expenses, to reflect the expenses incurred by eliance on our behalf and a release from prior obligations with eliance.

Cash and cash equivalents are primarily held in cash and debt securities with major financial institutions, bearing interest at rates approximating 2% to 4% per annum. Cash is held primarily in United States dollars, as revenues and most expenses, with the exception of certain salaries and rent payable in Canadian dollars, are denominated in United States dollars. Our exposure to market risk is principally confined to our cash and cash equivalents, and as such, we do not consider this risk to be material.

We have no material capital commitments or obligations other than operating leases as described in Note 9 to the consolidated financial statements.

Our capital requirements depend on numerous factors, including market acceptance of our search products, future investments in our Web site content and development, marketing and selling efforts, brand promotion, hardware and software investments to increase capacity and other factors. Expenditures incurred in the month of December are expected to increase in future months concurrent with the expected growth of operations. Additionally, we will continue to evaluate possible investments in businesses and technologies, and plan to expand our sales and marketing programs and conduct more aggressive brand promotions.

Our ability to generate significant revenue is uncertain. We generated a loss of $4.9 million during the inception period and had a deficit of $14.9 million as at December 31, 1999. We expect losses from operations and negative cash flow to continue for the foreseeable future as a result of our expansion plans and our expectation that operating expenses, particularly sales and marketing expenses, will increase significantly over the next 24 months. However, we believe that the net proceeds of this offering, together with our existing cash and cash equivalents, will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 24 months.

NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" and SFAS No. 137 "DEFERRAL OF EFFECTIVE DATE FOR SFAS NO. 133" which are effective for fiscal years beginning after June 15, 2000. Management has not yet determined the impact of these new standards on our consolidated financial position or results of operations.

26

YEAR 2000

We have not experienced any problems with our computer systems relating to these systems being unable to recognize appropriate dates related to the year 2000. We are also not aware of any material problems with our clients or vendors. Accordingly, we do not anticipate incurring material expenses or experiencing any material operational disruptions as a result of any Year 2000 issues.

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BUSINESS

OVERVIEW

We currently are the most widely used provider of real-time human-assisted Internet services. Our services enable businesses and individuals to more effectively use the Internet to conduct e-commerce and locate content. Our human search experts, Web Wizards, introduce the human element into the Internet by interacting in real-time and on a one-on-one basis via text chat with Internet users. Through Webhelp Direct, our Web Wizards help online corporate clients' customers by providing online support to navigate our clients' Web sites to find products and services, answer questions and complete online transactions. For individual Internet users, our Web Wizards respond to their questions and help them find relevant products, services and content. The key elements of our strategy are to continue to build the Webhelp brand, increase the number of major corporations that use our services, increase the understanding of customer interests, further enhance and develop our human interactive Web services, cultivate multiple revenue streams and pursue strategic acquisitions and alliances.

Our technology combines proprietary and licensed software creating an integrated platform of search and chat technologies. This robust and scalable solution provides a single platform which supports both our corporate clients and our consumer portal. We currently engage over 600 Web Wizards through four outsourced service providers located in India and the United States. We believe that the combination of our technology solution and our operational model allows us to provide online corporate clients with increased e-commerce revenues, improved consumer satisfaction and retention and reduced customer support costs. This same combination can provide the users of our consumer portal with a high-quality, affordable, intuitive and effective search service which expands on the benefits of the Internet.

We launched our consumer portal on November 30, 1999. Between the launch and February 29, 2000, our visits per week increased from approximately 519,000 to over 2 million for a total of over 20 million visits during that three-month period. During the same period over 900,000 unique Internet users registered for our services including more than 80,000 in the last week. As of March 20, 2000 we had contracts in place from which we expect to derive revenues with a number of key corporate customers including, Microsoft and Beenz.com USA and with several affiliate partners, including, AllAdvantage.com, CNET, Inc., Frictionless Commerce Incorporated, GoTo.Com, Inc. and U S West Inc.

INDUSTRY BACKGROUND

The Internet has become an important medium through which tens of millions of people and businesses communicate, share information and conduct commerce. International Data Corporation estimates that the number of Internet users worldwide will increase from approximately 196 million in 1999 to approximately 502 million in 2003. The volume of content available to these users is also increasing. IDC also expects the number of Web pages to grow from 1.7 billion in 1999 to over 13 billion by 2003. This growth in usage and content is being driven by increased awareness and acceptance of the Internet by the general population, the proliferation of personal computers in the home and improvements in network infrastructure to allow for high-speed and high bandwidth access to the Internet. As the number of users and the volume of content on the Internet increase, online businesses are finding it increasingly difficult to attract and retain customers and differentiate themselves from their competitors. Similarly, we believe that Internet users are finding it increasingly difficult to locate relevant products, services and content in a timely manner.

SEARCHING THE WEB CAN BE INEFFICIENT AND INEFFECTIVE. Generally, Internet users have relied on automated search engines or directories to locate content, goods and services on the Web. Search engines, which typically require the user to enter keywords, often return hundreds or thousands of pages that are poorly organized and may be irrelevant to the user. This is because search engines are unable to put the keywords in context effectively and cannot make intuitive judgments about the relevance and usefulness of the pages returned. Forrester Research, Inc. found that 92% of Internet searches produced results that failed basic tests such as finding all relevant content or ordering it in a meaningful manner. Internet directories have also become less useful as the number of pages on the Web has grown. Many directories lack comprehensive category structures, contain links to inactive Web sites and/or do not

28

sufficiently differentiate their content. Furthermore, according to Nature magazine, the publicly indexable Web now contains about 800 million pages. Nature has estimated that combined coverage of eleven major full-text search engines is 42% of the estimated total number of pages, but no single search engine indexes more than 16% of the Web. Most Internet users are either not aware of all the search engine and directory alternatives or are not prepared to spend the time to search using multiple engines and directories.

Recently, search engines and directories have emerged which attempt to address some of these issues. Natural language search engines, which allow users to type queries using plain English, have been introduced to simplify the process of searching the Web. While these services are easier to use, we believe that they continue to suffer from many of the same shortcomings of traditional search engines, including irrelevant answers, limited coverage and inability to process typographical errors or idioms.

ONLINE SALES AND SUPPORT IS ESSENTIAL. Many businesses are selling their products both to other businesses and to consumers on the Web and have developed extensive Web sites for marketing, selling and public relations. IDC has estimated that the revenues from global e-commerce will grow from approximately $111 billion in 1999 to approximately $1.3 trillion in 2003 and that the number of buyers on the Web will grow from 48 million to 183 million over the same period.

As a result of the Internet's growing acceptance as a commercial medium, e-commerce businesses are finding that forming and maintaining strong customer relationships is critical. The Internet has narrowed the communication gap between businesses and customers, and businesses must adapt their customer service models to keep up with the escalating needs and expectations of their clients. Currently, the primary customer service models offered on the Internet are:

o VOICE. Call center representatives receive and respond to telephone calls relating to customer service and order processing.

o E-MAIL. Two types of e-mail response capability exist: automatic and human. System-generated e-mail messages are automatically sent in response to frequently asked questions by obtaining information from an established knowledge base. Human e-mail response involves the direct knowledge and participation of customer service representatives to answer customers' questions.

o SELF SERVICE. Customers help themselves by referring to either frequently asked question or status reporting databases (e.g., billing or payment status).

Voice response provided through call centers has historically proven to be an effective customer service model for offline businesses. However, telephone-based customer service used as a medium to respond to customer requests resulting from online concerns can be frustrating for consumers. Customer service representatives cannot see the customer's computer screen and customers may have to disconnect from the Internet in order to contact the call center. E-mail introduced the concept of business-to-consumer communication as a customer service mechanism. However, the Web has changed customer expectations regarding the length of time it should take to receive a response from an organization. From a sample of 37 companies surveyed by Forrester Research that are early adopters in soliciting customer e-mail, the average length of time it takes to receive a response to an e-mail query is 32 hours. Self-service on the Internet can be an effective tool when the customer query is simple and commonly asked and the answer is easily found. When the query is more complex or the answer cannot be found, the customer is often directed to a secondary point of contact for support.

Online businesses' inability to assist consumers in navigating through complex product offerings and purchase procedures can frustrate consumers and cause them to abandon purchases. Datamonitor estimates that only 22% of online transactions were completed in 1998. Of the 184 million abandoned transactions, Datamonitor estimates that 8%, or $1.6 billion could have been saved by implementing some form of online customer service. Early data indicates those losses will double to $3.2 billion in 1999.

HUMAN INTERACTION IS NEEDED TO DRIVE E-COMMERCE REVENUES. PC Computing recently reported the results of two e-commerce surveys by NFO Interactive, a market research firm, and Net Effect Systems, a provider of interactive customer service. According to NFO, 35% of Internet shoppers say they would be willing to spend more money

29

online if they could speak to a customer service representative before surrendering their credit card information. According to Net Effect, the reason 94% of visitors to e-commerce sites do not buy online is that the sites lack interactive customer service features such as live chat or instant callback.

THE BUSINESS OPPORTUNITY

We believe that a significant opportunity exists to provide service to Internet users who are demanding a user-friendly method to locate relevant content on the Internet in real-time. We also believe that in order to increase online revenues and improve customer acquisition, satisfaction and retention, businesses must provide a more effective vehicle for online sales and support. The solution should be:

o real-time, with personalized one-on-one support capability;

o easy to use, intuitive and user-friendly;

o thorough in its coverage of the Internet;

o affordable to both consumers and businesses; and

o available 24 hours a day, seven days a week.

We believe the demand for outsourcing services will continue to show strong growth. According to IDC, becoming more customer-centric is a high priority for many companies. Competitive pressures, deregulation and customer behavior are all converging to push companies into developing strategic plans for their customer care processes. To remain competitive, many companies are outsourcing as a way to reduce costs, increase efficiencies and refocus critical resources. By 2003, IDC expects spending on call center outsourcing services to reach $42 billion.

THE WEBHELP SOLUTION

Our real-time, human-assisted Internet services provide users with an easy and effective way to sell, buy and find goods, services and content on the Web. We can provide our services to both individual users and online businesses. For individuals, our Webhelp.com portal offers different levels of service, including a free basic search service and a fee-based premium service. Our fee-based online business solutions provide interactive customer service and sales assistance. Our Web Wizards use the same underlying technology to provide both our Webhelp.com portal services and our online business solutions.

WEBHELP.COM PORTAL

Our Webhelp.com Web site is a portal where Internet users can get expert, real-time search assistance. Internet users submit their questions using plain English. Our Web Wizards then interact with Internet users through real-time chat to refine search parameters and share located information until the Internet user has completed his or her search.

We believe that our search service offers the following benefits:

o HUMAN ASSISTANCE. We use our base of more than 600 Web Wizards to provide quality assistance to Internet users.

o REAL-TIME ANSWERS. We offer our service 24 hours a day, 7 days a week. Our responses are available in real-time.

o EASE OF USE. Our users can ask questions using plain English and our Web Wizards can interpret them using common sense and follow-up questions to provide relevant results. The questions need not be in any particular format and may even contain misspellings and typographical errors. Following each engagement, an e-mail is automatically sent to the user with a transcript of the engagement providing a record of the search results for future reference.

30

o QUALITY SEARCH RESULTS. Our Web Wizards can deliver relevant and usable results by combining the ability to ask probing questions with the ability to search the Internet using multiple search engines simultaneously.

o AFFORDABLE. Our search service is available free, as well as on a low cost basis for premium service.

o EFFECTIVE ADVERTISING PLATFORM. Although our users have the opportunity to continue browsing, our experience suggests that the nature of online chat tends to create a captive audience for advertisers' messages while our users wait for a Web Wizard to respond to their question. The effectiveness of the advertiser's messages is further enhanced through the delivery of targeted messages using insight into customers' interests gained from the database of current and past chat sessions. This targeted advertising can be delivered using a variety of channels including banner ads, e-mail and sponsorships.

WEBHELP DIRECT

We provide outsourced human-assisted selling and customer support to online businesses through our Webhelp Direct service. Our Web Wizards are trained to assist our online corporate clients' customers to find the products or services they are looking for and to complete their purchases should they need help navigating through the check-out process. They use a combination of selling and customer support skills, product knowledge, collaborative technology and searching techniques to deliver personalized real-time sales and support for online businesses. We believe that our human-assisted Internet services will provide businesses with the following benefits:

o INCREASED E-COMMERCE REVENUES. Our Web Wizards can increase e-commerce revenues for online businesses by providing real-time, interactive support and information that can facilitate the buying process, thereby increasing the likelihood of a completed purchase transaction. Online businesses can derive additional revenues from a Web Wizard recommending related or upgraded products and services.

o IMPROVED CONSUMER SATISFACTION AND RETENTION. By providing real-time, interactive customer support, our Web Wizards can improve online consumer satisfaction, enhancing customer retention and building brand loyalty.

o AFFORDABLE OUTSOURCED SERVICE AND REDUCED CUSTOMER SUPPORT COSTS. By addressing the need of the customer interactively in real-time and in context, our services are generally more cost-effective than currently employed alternatives such as e-mail and call centers. Since we are able to provide services to both our consumer portal users and our online corporate clients using the same Web Wizards, technology and infrastructure, our Webhelp Direct services are an affordable alternative to e-mail and call center based customer service solutions. By using our outsourced turnkey solutions, our clients avoid having to purchase and maintain new systems and hire and train new personnel.

o INCREASE UNDERSTANDING OF CUSTOMER INTERESTS. By aggregating information about customers' online experiences and providing reports on interests and needs, our online corporate clients can use this information to enhance the strategic direction and development of their Web site as well as their offerings.

THE WEBHELP STRATEGY

Our goal is to strengthen our leadership position as the most widely used provider of real-time human-assisted Internet services. The key elements of our growth strategy are as follows:

CONTINUE TO BUILD THE WEBHELP BRAND. Our branding objective is to have Internet users and online businesses equate the Webhelp name with the best customer service experience on the Internet. To achieve this objective we are pursuing an aggressive integrated marketing communications strategy that includes a number of both online and offline elements. Online, we market ourselves primarily through our consumer portal, advertising, direct marketing and sales promotion. Offline, we employ a variety of promotional techniques including advertising, events and public relations. In the future, we intend to build the Webhelp brand internationally by offering our service in other languages.

INCREASE THE NUMBER OF MAJOR CORPORATIONS THAT USE OUR SERVICES. Our plan is to continue to target the most frequently visited commercial and membership sites on the Web. In order to increase the number of major

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corporations using our services, we plan to increase our direct sales force and our marketing initiatives. In addition, we plan to use our consumer portal as a sales tool to generate demand and demonstrate our services to our potential corporate clients.

INCREASE UNDERSTANDING OF CUSTOMER INTERESTS. We believe that our data is one of our most important assets. We collect data from multiple sources, including on-site and off-site navigation, registration and chat transcripts, and store it in a knowledge database. We plan to use this data to improve our online corporate clients' ability to understand their customers' interests in order to improve their sales and marketing strategies and better target product development. We believe that this will result in increased customer satisfaction and retention, increased revenues and reduced support costs.

FURTHER ENHANCE AND DEVELOP OUR HUMAN INTERACTIVE WEB SERVICES. To maintain and increase our competitive advantage, we intend to continue to provide new functions and features for our consumer portal users and online corporate clients as well as new and enhanced training for Web Wizards.

PURSUE STRATEGIC ACQUISITIONS AND ALLIANCES. We plan to pursue acquisitions and alliances to strengthen our technology, broaden our audience reach, capture new distribution channels and open new revenue streams. In addition, we are focusing on entering into additional arrangements with brand name content providers as well as further expanding our outsourced service relationships.

CULTIVATE MULTIPLE REVENUE STREAMS. We intend to continue to capitalize on our network of highly trained Web Wizards and our underlying technology platform to cultivate multiple revenue streams. We believe this strategy will reduce our dependence on any single revenue source.

HOW WEBHELP WORKS

Our scalable technology and business model allow us to provide Internet users and our online corporate clients with the assistance they need on the Web. The process of answering questions on our Web site is designed to provide specific answers to specific questions in a manner that is both natural and efficient. Users simply type their question into a text box on our site and a friendly Web Wizard will respond promptly to the query. The request need not be in any particular format and may even contain misspellings and typographical errors. The services we provide our online corporate clients use the same Web Wizard and technology to assist consumers in finding and buying products and services on our clients' Web sites.

WEBHELP.COM PORTAL

Our Webhelp.com portal offers users the ability to ask our Web Wizards a question in real time. Using chat technology, our Web Wizards engage in an interactive dialogue with the user, refining search parameters and providing suggestions until the user has found what they are searching for. Our basic service is free for our registered users. Users can expedite their queries by becoming members of our Webhelp Express service, which gives members a priority status by moving their inquiries to the front of the service queue. This service is sold directly to members on a pay-as-you-go basis for $0.99, on an unlimited basis for $9.99 per month or as a package of ten Webhelp Express engagements for $9.99.

From inception through February 29, 2000, based on voluntary user feedback, the majority of our users responding to our survey rated our service "A Lot Better" than other Internet search alternatives, which was the most favorable ranking available.

The following are a few examples of searches as they were originally submitted:

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------------------------------- ---------------------------- ---------------------------- ----------------------------
QUESTION:                       WEB PAGE:                    QUESTION:                    WEB PAGE:
How do I determine what kind    PC Review's Beginner's       I am doing a dissertation    Amerillo National Centre
of laptop to buy?               guide to buying a notebook   on the impact MP3 players    Archive Construction
                                                             will have on the music
                                SECTION ON PAGE:             industry, do you know of     SECTION ON PAGE:
                                Top Ten tips for buying a    any sites that would have    MP3 Files changing the
                                new notebook                 information on this?         music industry

------------------------------- ---------------------------- ---------------------------- ----------------------------
QUESTION:                       WEB PAGE:                    QUESTION:                    WEB PAGE:
We seem to have a lot of        Shiva Lan Rover Tech         What is the name of a        Subway guide to Tokyo
problems using Shiva LanRover   Support Page                 subway station in Tokyo
[SIC] any FAQ's?                                             Japan?                       SECTION ON PAGE:
                                SECTION ON PAGE:                                          Subway in Tokyo
                                FAQ Index (25-1-99)
------------------------------- ---------------------------- ---------------------------- ----------------------------
QUESTION:                       WEB PAGE:                    QUESTION:                    WEB PAGE:
I need information about Rosa   Coterie Inc.                 Where can I find out if a    NAPD
Parks arrest and the bus                                     '89 Pointiac [SIC] Sunbird
boycott what went on because    SECTION ON PAGE:             ahs [SIC]  struts or         SECTION ON PAGE:
of her by 1-13-00, can you      Montgomery Bus Boycott -     shocks?                      NAPD Pontiac Sunbird
help me?                        Rosa Parks
------------------------------- ---------------------------- ---------------------------- ----------------------------
QUESTION:                       WEB PAGE:                    QUESTION:                    WEB PAGE:
What is the difference          Auburn School District 408   Can I get comparative        Mutual Funds Investor
between an Apple-Macintosh      - Building Tech              information on mutual        Resource Center
and PC?                         Information Help Page        funds?
                                                                                          SECTION ON PAGE:
                                SECTION ON PAGE:                                          What is a mutual fund?
                                Mac vs. PC
------------------------------- ---------------------------- ---------------------------- ----------------------------
QUESTION:                       WEB PAGE:                    QUESTION:                    WEB PAGE:
What is fire in terms of        Boles Fire Protection        If I quit my job of 24       Screen Actors Guild
chemical analysis?              District                     years, can I receive
                                                             unemployment                 SECTION ON PAGE:
                                SECTION ON PAGE:                                          New Qualifying Rules for
                                What is Fire?                                             unemployment insurance
------------------------------- ---------------------------- ---------------------------- ----------------------------

In addition to providing search services, the Webhelp.com portal provides registered users with access to a wide range of complementary content and services such as features tailored to specific user groups, the ability to perform self-searches, get stock quotes and view the latest news headlines. Our tailored features include:

o WEBHELPME SHOP. Webhelpme Shop combines human support with a simple three-step comparison shopping process to empower consumers to easily search for, value-compare and buy goods from across the Web. Consumers can shop unassisted or request assistance from one of our Web Wizards to use the service. Webhelpme Shop offers Web shoppers the opportunity to comparison shop across more than 15 product categories from more than 600 merchants. In the month of February 2000, almost 50,000 consumers used this service.

o WEBHELPMESELL. Webhelpmesell provides support and information for small businesses and individuals selling online.

o KID ZONE AND TEEN ZONE. In addition to kid and teen focused human-assisted search capabilities, we also provide targeted content to complement our search offerings. Our site has customized sections where children and teenagers can go to find contests, games, homework help and information on clothing, sports and many other areas of interest to their age group.

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If a user encounters problems or has additional questions, a Web Wizard is available to facilitate his or her search within each of our tailored features.

WEBHELP DIRECT

Our business service offers corporate Web sites a variety of ways to enhance their total Web site experience by adding a human element to their site. We tailor our business services to meet the specific needs of each of our Webhelp Direct clients and provide them with a customized solution.

By strategically placing a hypertext link or custom designed button on our clients' Web sites we offer their customers the ability to access a private labeled Webhelp site where we provide live human assistance. Our Web Wizards use our proprietary integration of live text chat and co-browsing technologies to provide help to customers in real time, guiding them through our online corporate clients' Web sites, answering questions, providing customer service, sales assistance and follow-up e-mails. An online customer service contact is significantly less expensive than a telephone contact. In addition, by providing insight on customer behavior, we identify opportunities to streamline our online corporate clients' Web sites and create a significantly more user-friendly environment.

CORPORATE CLIENTS. We have entered into customer support services agreements with the following online corporate clients:

MSN. MSN is the network of Internet services through which Microsoft Corporation offers e-mail functionality, personal communications services, an online community, customizable access to news, Internet access and other services. On March 15, 2000, Webhelp and Microsoft jointly launched "MSN Support Professional" services whereby Web Wizards engage in real-time chat with MSN members to help users navigate MSN and search for Microsoft-related information. We have entered into an agreement with Microsoft to provide these customer support services to complement MSN's existing call center and e-mail offerings for a limited trial period. Microsoft may extend the term of this agreement at its option.

MONEY.NET. Money.net is an online financial news and information community which offers free real-time stock portfolio tracking on the Internet. We are working with Money.net to provide cost-effective, real-time customer support to assist online users in effectively utilizing certain products and services offered through Money.net. This customer support is scheduled for launch in the second quarter of 2000. Under an agreement that we entered into with Money.net, we are to provide these services for one year, which may be extended by Money.net for an additional one-year period.

BEENZ.COM. Beenz.com provides incentive-based rewards programs for online merchants. Under an agreement that we entered into with Beenz, we plan to provide real-time, chat-based assistance to help users navigate through the Beenz.com Web site to view the various offerings from multiple online merchants and to complete their purchases. The launch date for this customer service is scheduled for the second quarter of 2000 and to continue for a period based on the usage of our services via that Web site.

OPERATIONS

We provide real-time, human-assisted Internet services out of four Web centers located in India and the United States. We have exclusive contracts with outsourcing companies that provide us with personnel and facilities with advanced workstations and access to back-up power sources. Using outsourcing companies to provide us with Web Wizards and Web centers gives us the flexibility to rapidly scale our operations to respond to increased demand and new corporate clients. Presently, of more than 600 Web Wizards, more than half are located in India. We intend to grow through expansion of our operations in India, and we are in discussions with additional outsourcing companies to facilitate this growth. We believe that this strategy will enable us to realize cost savings from the large workforce of well-educated, technically literate, English-speaking individuals located in India. We are looking into expanding our operations into other countries where we would be able to enter into cost-effective outsourcing contracts similar to the contracts we have entered into in India. The outsourced service providers are contractually obligated to fulfill our need for Web Wizards and Web center seats. Our agreements allow for us to train the Web Wizards to meet our high customer interactions and quality service standards.

We provide our Web Wizards with the training and tools to use multiple search engines simultaneously. Our Web Wizards become experts at finding content on the Internet and in the strengths and weaknesses of available search tools through our proprietary training program and on-the-job experience. The Web Wizard training program consists of a 40-hour program that includes application training, communication and selling skills, lessons in North American culture, quality assurance and a significant amount of hands-on training. While all Web Wizards receive this basic level of training, a select group of Web Wizards is certified in an advanced training program focused on providing sales and customer service support for our Webhelp Direct clients. These corporate Web Wizards receive instruction on site-specific suggestive selling and customer support techniques, and are trained to be familiar with the details of a specific Webhelp Direct client's Web site along with the use of the appropriate tools to assist the corporate client's customers. The training program for the corporate Web Wizards includes instruction on opening the lines of communication with the customer, presenting solutions, suggestive selling techniques, handling any objections, completing e-commerce transactions and offering peace of mind to the customer.

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Our quality assurance processes are designed to ensure that all of our Web Wizards maintain a high level of competency and provide uniform service. At each center, potential Web Wizards and on-site trainers must meet specific requirements and guidelines prior to joining the Webhelp team. In order to ensure consistency, as each new Web center opens, a team of senior trainers from our Toronto head office travels to the Web center to certify the trainers. Once the training programs are successfully completed, quality is monitored by on-site Webhelp supervisors, as well as second level quality assurance specialists located in Toronto. Ongoing feedback and coaching help maintain the work quality and job satisfaction of our Web Wizards.

TECHNOLOGY

Our operations are driven by the integration of proprietary and licensed software which enables us to provide real-time human assisted Internet services. Our technology enables the Internet user to quickly and easily interact with our Web Wizards. The integration of the multiple components of our system enables our Web Wizards to provide Internet users with seamless assistance. Because the various components of our system operate from several separate locations, our operating performance is not restricted by geographic limitations such as the physical location of the Internet users, our Web Wizards or the various pieces of our underlying infrastructure. Our technology is designed to enable us to grow each aspect of our system individually and to enable us to use Web Wizards and system components located anywhere in the world. The following diagram illustrates how each separate component is integrated to create a unified system:

[GRAPHIC]

(This graphic is a flow chart which illustrates the integration of our system. The top left hand corner illustrates the User Components, comprised of the Browser, together with the Plug-in and Interactive Chat. The top right corner illustrates the Web Wizard components, comprised of the Productivity Tools, together with Interactive Chat and Search. In the middle of the two corners is the Web Page Sharing and Chat technologies. Below this is the Underlying Infrastructure, composed of Registration / Member Management, Interactive Chat, Queue & Routing, and Follow-up E-Mail Application, above Business Rules and the Proprietary Integration Layer. This feeds into the Security Layer which in turn feeds into Payment Processing and the Knowledge Base /Profile Database.)

USER COMPONENTS. Internet users enter our system over the Internet either through specific Web sites, such as the Webhelp.com portal or a Webhelp Direct client's Web site, or through an easily downloadable plug-in. The Internet user's existing Web browser provides the platform through which interaction with our Web Wizards occurs. The plug-in, which can be personalized to reflect individual interests, may be installed as a button on the user's browser menu bar and enables members to access a Web Wizard from anywhere on the Web. The plug-in may also be used by our online corporate clients' customers to access a Web Wizard directly without having to go to the corporate client's Web site.

WEB WIZARD COMPONENTS. Regardless of whether a Web Wizard is responding to a Web search query or assisting a customer of one of our online corporate clients, each Web Wizard uses the same basic tools. For a search query, a Web Wizard uses his or her browser in combination with multi-tasking software to simultaneously search the Internet using multiple search engines, chat with the Internet user and send Web pages, or links to Web pages, back

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to the Internet user's browser. For our online corporate clients' customers, a Web Wizard uses the same chat and multi-tasking software to interact with the customers. However, in addition to the general Web search capabilities, Web Wizards dedicated to responding to queries of our online corporate clients' customers also have access to that corporate client's knowledge base.

UNDERLYING INFRASTRUCTURE. In order to support the Internet users and the Web Wizards, we have developed a stable, Internet-based infrastructure that can easily be expanded as demand requires. This underlying infrastructure consists of three discrete processing layers including proprietary integration, payment processing and the knowledge base / profile database:

o The proprietary integration layer uses business rules and software to monitor and direct the queuing and routing of users, securely register and manage members and provide follow-up e-mails.

o The payment processing layer permits secure e-commerce transactions. This includes payment processing, order management and fraud detection.

o The secure knowledge base / profile database layer catalogues and stores chat transcripts and user information. We are creating an active database of users, which will provide the information required to target advertising, serve our users more efficiently and improve the relevance of proactive offers to assist users.

SCALABILITY. The software underlying our service is integrated with a scalable and reliable network architecture. We are able to easily add additional, inexpensive hardware to quickly scale our Web site. This network architecture is supported by servers running on a redundant array of inexpensive computers. In addition, our entire Web site has been designed for stateless operation, which allows each successive request, even if it originates from the same Internet user, to be handled by a different server if necessary. Each Web server is configured identically and uses a lightweight Java servlet to communicate with our proprietary integration layer. Since the data requests are initiated abstractly by the Web servers, we do not have to maintain a connection to the server that started the visit for a Webhelp user. The application server starts a new thread for each incoming request. In addition, components of the integration layer do not have to physically reside on the same system, nor is the architecture limited to a single instance of a component. This gives us the ability to scale the integration layer across multiple pieces of hardware to accommodate increased load. We use a massively redundant enterprise storage solution to run our back-end database services. All interactions with the database are channeled through the integration layer, which reduces possibility of corruption and eliminates blocking behavior.

We also have an integration layer component that monitors each server and balances load across our servers. As load increases beyond a set threshold, calls are queued by our application queuing component and then delivered to a chat server when load has been reduced. By "owning" the process of distribution and queuing of sessions we are able to scale on the agent side by just adding additional chat servers and Web Wizards. Once an entry is created for the server, as soon as Web Wizards are logged in to a queue, traffic will be distributed to that server.

HARDWARE. Substantially all of our hardware operations are located at our computer facility in the Chicago, Illinois site of Exodus Communications. We back up our data daily at the Plymouth, Minnesota site of Onvoy.

Onvoy also provides us with redundancy for our Webhelp Direct services.

SALES AND MARKETING

SALES

WEBHELP DIRECT. The goal of our sales team is to generate revenue by establishing and developing long-term strategic relationships with leading online businesses and providing them with customized Webhelp Direct solutions. Our sales team targets Fortune 500 companies as well as organizations that sell to or service a large online customer base. Our sales team is currently located in five cities throughout North America. We plan to significantly increase our sales presence in major markets. Our Webhelp.com portal also generates independent sales leads as potential Webhelp Direct clients use our search service. By experiencing first hand the benefits of

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real-time human-assisted services, potential clients see the benefits of providing online service support to their online business customers.

ADVERTISING. Our advertising sales are handled exclusively through 24/7 Media, which has a significant sales force located in nine major markets. Our strategy is to provide high value advertising opportunities through the delivery of targeted messages using insight into customers' interests gained from the database of current and past chat sessions.

WEB SITE AFFILIATES. Under our affiliate marketing program we compensate affiliated Web sites for sending traffic to our Webhelp.com portal. Conversely, we are compensated for sending traffic that results in a product sale or lead generation. Our existing affiliate partners include CNET, U S West, AllAdvantage, GoTo.Com and Frictionless. We have a dedicated affiliate management team and plan to significantly increase the number and scope of our affiliate relationships.

CLIENT SERVICES. Our sales team works closely with our Webhelp Direct client services team in order to ensure that both existing and potential customers receive optimal levels of service. This division of labor allows the sales team to focus on developing relationships and explore new business opportunities while the client service team focuses on managing the existing accounts to ensure client satisfaction and achieve revenue growth. We believe that this structure results in optimal client service and a more effective sales force.

MARKETING

Our key marketing objective is to build Webhelp brand awareness in order to drive traffic to the Webhelp.com portal as well as acquire new Webhelp Direct customers. With respect to our portal, we have developed an integrated marketing communications strategy that involves advertising both online (including banner ads and e-mails) and offline (including print and outdoor advertising), as well as various other promotional tools. Other major marketing initiatives include exhibiting at key industry trade shows, direct marketing campaigns and sponsorships. The marketing team also assists the Webhelp Direct sales team by providing it with marketing material, sales presentations and lead generation. We are conducting all marketing activities in conjunction with an aggressive public relations strategy in order to optimize the effectiveness of these efforts.

COMPETITION

BUSINESS SERVICES

The market for online real-time sales and customer support is new. There are no substantial barriers to entry in this market, other than the ability to design and build scalable software; with respect to outsourced solution providers, the ability to design and build scalable network architecture; and, with respect to providers of real-time human interaction, the ability to staff and train personnel. Established or new entities may enter this market in the near future, including companies that provide, or distribute technology for providing, real-time human interaction online. These companies include AskJeeves, Kana, eGain, PeopleSupport Inc., FaceTime Communications, Inc. and LivePerson, Inc.

We may also face potential competition from larger enterprise software companies such as Oracle and Siebel Systems. In addition, established technology companies, including IBM, Hewlett-Packard and Microsoft, may also use their existing relationships and capabilities to offer real-time sales and customer service applications.

Finally, clients and potential clients that choose to provide real-time sales and customer services in-house may not use or continue to use our services. To a lesser extent, traditional offline customer service solutions, such as telephone call centers, may develop or purchase technology to provide competing online real-time sales and customer services.

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We believe that competition will increase as our current competitors increase the sophistication of their offerings and as new participants enter the market. Many of our current and potential competitors have:

o longer operating histories;

o larger client bases;

o greater brand recognition;

o more diversified lines of products and services; and

o significantly greater financial, marketing and other resources.

These competitors may enter into strategic or commercial relationships with larger, more established and better-financed companies. These competitors may be able to:

o undertake more extensive marketing campaigns;

o adopt more aggressive pricing policies; and

o make more attractive offers to businesses to induce them to use their products or services.

Any delay in the general market acceptance of online real-time sales and customer service would likely harm our competitive position. Delays would allow our competitors additional time to improve their service or product offerings, and would also provide time for new competitors to develop real-time sales and customer service applications and solicit prospective clients within our target markets. Increased competition could result in pricing pressures, reduced operating margins and loss of market share.

WEBHELP.COM PORTAL

We face direct competition from companies that provide Internet-wide search, expert search and directory services. For example, we compete with search engines, including About.com Inc., AskJeeves, ExpertCentral, [email protected] and AltaVista. We also compete with directory services, such as Yahoo!, Lycos and LookSmart, because they provide alternative ways for Internet users to obtain the desired content online.

REGULATION

We are subject to federal, state and local regulation, including laws and regulations applicable to businesses generally, including with respect to access to or commerce over the Internet. Due to the increasing popularity and use of the Internet and various other online services, it is likely that a number of laws and regulations will be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security.

The nature of this legislation and the manner in which it may be interpreted and enforced cannot be fully determined and, therefore, this legislation could expose us and/or our online corporate clients or their customers to potential liability, which in turn could have an adverse effect on our business, results of operations and financial condition. The adoption of any such laws or regulations might also impair the growth of Internet use, which in turn could decrease the demand for our service or increase the cost of doing business or in some other manner have a material adverse effect on our business, results of operations and financial condition. In addition, applicability to the Internet of existing laws governing issues such as intellectual property, taxation and personal privacy is uncertain. The vast majority of such laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies.

As a result of collecting data from live online chat engagements, our advertisers and online corporate clients may be able to analyze the commercial habits of their customers. Privacy concerns may cause customers to avoid Web sites that collect such behavioral information and even the perception of security and privacy concerns, whether or not valid, may indirectly inhibit market acceptance of our services. In addition, our online corporate clients may be

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harmed by any laws or regulations that restrict their ability to collect or use this data. Several states have proposed legislation that would govern the collection and use of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has initiated actions against online services regarding the manner in which information is collected from Internet users, used by online services and/or provided to third parties, and has begun investigations into the privacy practices of companies that collect information about individuals on the Internet. The European Union has enacted its own privacy regulations that may result in limits on the collection and use of some user information. Changes to existing domestic or international laws or the passage of new laws intended to address these or other issues, including some recently proposed changes, could create uncertainty in the marketplace that could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs, or could in some other manner have a material adverse effect on our business, results of operations and financial condition.

It may take years to determine how existing laws apply to the Internet. Any new legislation or regulation regarding the Internet, or the application of existing laws and regulations to the Internet, could harm us. Additionally, as we expand outside the U.S., the international regulatory environment relating to the Internet could have a material adverse effect on our business, results of operations and financial condition.

EMPLOYEES

As of February 29, 2000, we had 58 full-time employees, of who 9 were management, finance and administrative personnel, 31 were engaged primarily in technology development and operations and technology development and 18 were engaged primarily in marketing and sales activities. As of February 29, 2000, our four outsourced Web center service providers had more than 600 Web Wizards. None of our employees is covered by collective bargaining agreements. We believe that our employee relations are good.

PROPERTIES

Our headquarters are located in Toronto, Ontario, where we lease approximately 5,200 square feet of space under a term lease that expires on November 14, 2000, subject to a one-year renewal. This facility is used for executive office space, including sales and marketing and finance and administration, operations and technology. We also lease approximately 6,000 square feet of office space in Minneapolis, Minnesota, under a sublease that expires on June 30, 2000 and can be extended on a month to month basis. We are currently seeking additional facilities to accomodate our rapid growth. We believe that suitable additional or alternative space is available and will be available in the future on commercially reasonable terms.

LEGAL PROCEEDINGS

On January 22, 2000, three stockholders of eliance Corporation commenced a lawsuit on behalf of themselves and, purportedly, on behalf of eliance against Webhelp, Kerry Adler, our Chief Executive Officer and President, Laura Hantho, our Chief Operating Officer, and various other persons and entities. The lawsuit was commenced in the District Court for the Fourth Judicial District of the County of Hennepin, State of Minnesota. In the lawsuit, the plaintiffs challenge on a number of grounds the sale and transfer of certain assets of eliance to us in 1999, alleging, among other things, that the transaction was accomplished by the defendants through breaches of fiduciary duty they then owed as officers or directors of eliance. The assets that we acquired from eliance include office furniture, computer equipment, the name and domain name "webhelp.com," certain trademarks, call center contracts, software licenses and other agreements.

Many of the parties to the January 22, 2000 lawsuit other than Webhelp are also parties to litigation prevously filed on or about September 27, 1999 in the United States District Court, District of Minnesota. In that lawsuit, it was alleged that the board of directors of eliance was improperly constituted and that various actions of that board were not within their authority. While the federal District Court entered a preliminary injunction, precluding the plaintiff in that action from interfering with eliance's business, both actions remain pending without a decision on the merits. We believe that the plaintiffs' claims in these lawsuits are without merit and intend to defend these suits vigorously. Although we can give no assurances, based on the available facts, the Company believes that the outcome of this matter will not have a material adverse effect upon our financial condition.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF WEBHELP

The following table sets forth certain information regarding our executive officers and directors.

NAME                                                      AGE     POSITION
----                                                      ---     --------
Kerry E. Adler                                            34      Chief Executive Officer, President and a Director
   Toronto, Ontario
Laura Hantho                                              38      Chief Operating Officer and a Director
    Toronto, Ontario
Hugh Cumming                                              30      Chief Technology Officer
    Toronto, Ontario
Tom Cronin                                                36      Chief Financial Officer
    Toronto, Ontario
Dan Walter                                                43      Chief Marketing Officer
    Omaha, Nebraska
Ramanan Raghavendran                                      31      Director
    New York, New York
Jeff Horing                                               36      Director
    New York, New York
Wes Nichols                                               35      Director
    Pacific Palisades, California

The following is a brief summary of the business experience of each of our executive officers and directors:

KERRY ADLER has served as Webhelp.com's Chief Executive Officer and President and a director since our inception. From July 1999 to November 1999, Mr. Adler was President of eliance Corporation, a provider of electronic commerce solutions. From August 1998 to July 1999, Mr. Adler was Chairman of SITEL Corporation (Canada) and Senior Vice President and immediate past member of the Office of the President, SITEL Corporation, a customer relationship management company. From February 1996 to August 1998, Mr. Adler was President for SITEL Teleservices Canada and was one of its original founders. His previous experience includes the roles of Executive Vice President of (CTC) Canadian Telephone Corporation., Management Consultant for AT&T Canada Corp. (Unitel Corporation), Managing Partner for RPW Systems & Services, Inc. and Chief Executive Officer and founder of CORPFON Cellular Inc.

LAURA HANTHO has served as Webhelp.com's Chief Operating Officer and a director since our inception. From July 1999 to November 1999, Ms. Hantho was Chief Operating Officer of eliance Corporation, a provider of electronic commerce solutions. Ms. Hantho was previously employed for 20 years with IBM. From January 1999 to July 1999. Ms. Hantho served in the role of Global Services Executive. From January 1998 to January 1999, Ms. Hantho served as Professional Services Executive. From February 1996 to January 1998, Ms. Hantho was the National Brand Manager, AS/400 Division. From January 1995 to February 1996, she was the Canadian Large New Business Marketing Manager for the AS/400 Division. Previously during her career, Ms. Hantho served in diverse roles including marketing, sales and systems engineering roles.

HUGH CUMMING has served as Webhelp.com's Chief Technology Officer since November 1999. From July 1999 to November 1999, Mr. Cumming was Chief Technology Officer of eliance Corporation. From March to August, 1999, he was the Chief Information Officer for SITEL Europe PLC. Previously, from December 1997 to March 1999 he was the Vice President of Technology for SITEL Global Business in the Netherlands. From August 1995 to December 1997, he was the Vice President of Technology for SITEL Canada, Inc. His career has included the roles of Vice President for MIS for Canadian Telephone Corporation., President and founder of Computer Engineering Co., Software Engineer for IBM Canada Ltd. and Software Developer for Ecolab Inc. and SoftQuad Inc.

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TOM CRONIN has served as Chief Financial Officer at Webhelp.com since February 2000. From March 1994 until January 2000, Mr. Cronin acted in various finance executive roles with SHL Systemhouse Inc., an information technology services company, and its successor and subsidiary companies within MCI Communications Corp. and Electronic Data Systems Corp. His roles included Vice-President Corporate Finance and Treasurer while SHL Systemhouse was a public company, Finance Director and board of directors member of SHL Systemhouse Europe, interim Senior Operating Manager of SHL Systemhouse Europe and most recently as Chief Financial Officer of EDS Innovations Inc. Prior to joining SHL Systemhouse, Mr. Cronin spent eight years with Ernst & Young LLP in their Toronto and London, England offices in both audit and corporate finance. Mr. Cronin is a Chartered Accountant in Canada.

DAN WALTER, has served as Webhelp.com's Chief Marketing Officer since November 1999. From August to November 1999, Mr. Walter was Executive Vice President at eliance Corporation. Previously, from January 1990 to August 1999, he worked with SITEL Corporation, where he served as member of the Office of the President from January 1999 to August 1999. He was Corporate Senior Vice President, Global Business Development from January 1997 to January 1999 and Chairman of the Telecommunications/Energy Sector Group from January 1997 to August 1999. From 1995 to 1997, he served as Group Executive Vice President of the Telecommunication Industry Division. Mr. Walter was the chief architect of SITEL's large-scale business development for such Fortune 500 customers as General Motors Corp. and GTE Corp.

RAMANAN RAGHAVENDRAN has been a director of Webhelp.com since January 2000. Mr. Raghavendran has been Chairman and Chief Executive Officer of ConnectCapital, a pan-Asian investment company, and Special Partner, Asia, for Insight Capital Partners, a private equity investment firm, since February 2000. From December 1996 to January 2000, Mr. Raghavendran was a General Partner of Insight Capital Partners and several related entities. From August 1992 to December 1996, Mr. Raghavendran was a senior member of the investment team at General Atlantic Partners, a private equity investment firm. He is a member of the boards of directors of Exchange Applications, C-Bridge Internet Solutions and several private companies

JEFFREY HORING has been a director of Webhelp.com since December 1999. Mr. Horing co-founded Insight Capital Partners in 1995 and has been a General Partner of Insight since then. Mr. Horing was previously a member of the technology group at Warburg, Pincus and an investment banker at Goldman Sachs & Co. in the capital markets group. He is a director of Exchange Applications, Inc. and several privately held companies.

WES NICHOLS has been a director of Webhelp.com since March 2000. He is a Managing Partner of Direct Partners, one of the largest direct marketing agencies in North America, where he is responsible for strategic planning and overall growth. Prior to founding Direct Partners, Mr. Nichols was a member of the executive management team of National Direct Marketing Corp. where he was responsible for analyzing investment opportunities and structuring marketing programs for a number of blue chip clients. Prior to that, he was with various direct marketing agencies in Chicago, Richmond and Baltimore, with a focus on strategic planning and account services for a variety of Fortune 500 companies.

The current directors were elected to the board pursuant to the terms of a stockholders' voting agreement. Effective upon the completion of the offering, that agreement will terminate.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has a compensation committee and an audit committee. The members of the compensation committee are Messrs. Horing, Nichols and Raghavendran. The compensation committee makes recommendations to the full board as to the compensation of senior management, administers our 1999 Long Term Incentive Plan and determines the persons who are to receive options and the number of shares subject to each option.

The members of the audit committee are Messrs. Horing, Nichols and Raghavendran. The audit committee acts as a liaison between the board and the independent accountants and annually recommends to the board the appointment of the independent accountants. The audit committee reviews with the independent accountants the planning and scope of the audits of the financial statements, the results of those audits and the adequacy of internal accounting controls and monitors other corporate and financial policies.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All executive officer compensation decisions have been made by the compensation committee of the board of directors. The compensation committee reviews and makes recommendations regarding the compensation for our management and key employees, including salaries and bonuses. No member of the compensation committee is an executive of Webhelp.com.

KEY MANAGEMENT

The following is a brief summary of other key management team members.

ROBERT FORAN has served as Vice President Finance, Operations at Webhelp since January 2000. From November 1999 to January 2000, he served as our Chief Financial Officer. Mr. Foran was Vice President of Finance and Administration for SITEL Corporation (Canada) from November 1996 to November 1999, where he played a critical role in leading the financial bidding process for some of the largest customer relationship management bids in Canada. He served previously as Director of Finance for SITEL Corporation (Canada) in 1996, and Controller for (CTC) Canadian Telephone Corporation in 1995. He is an active member of The Canadian Institute of Chartered Accountants.

CHRIS BARRROW has been Vice President, Business Development/West Coast for Webhelp since December 1999. From December 1998 to November 1999, Mr. Barrow worked as Senior Director of Business Development for 3Com Corp. where he was responsible for worldwide new business development, strategic programs, planning and strategic relationships. From July 1997 to December 1998, he worked for SITEL Corporation, first as Vice President of Business Development and then as Vice President Worldwide Marketing. From 1989 to 1997, Mr. Barrow worked at Compaq Computer Corp. where, from 1993 to 1997, he held the position of Director of Western Region. Mr. Barrow has worked in the high-tech industry since 1984 with a number of companies including Nintendo Co. Ltd. and several start up companies.

JACK JESSEN has served as Webhelp's Vice President, Business Development/East since December 1999. He came to Webhelp.com from SITEL Corporation where he served as North America Regional Manager, Global Account from June to December 1999. From December 1997 to May 1999, he was President of Entelechy Systems Inc., a IVR/CRM venture. Prior to that, from May 1995 to December 1997, he served in various positions with SITEL Corporation, most recently, from April to December 1997, as Vice President and General Manager Global Business Development. From August 1996 to March 1997, he worked as Vice President and General Manager, New Business Development and from August 1995 to August 1996, Mr. Jessen held the position of Vice President and General Manager, Client Services Group. Previously he held general management positions with Time Warner Cable, and was a Senior Accountant with KPMG Peat Marwick LLP.

JOHN BURTON has served as Webhelp's General Counsel since February 2000. From August 1992 to February 2000, he was an associate at Torys in New York. Prior to that, he was an associate at Cravath, Swaine & Moore. Mr. Burton has broad experience in the areas of public and private finance and mergers and acquisitions, representing large and middle-market corporations in transactions valued at several billion dollars, in the aggregate.

CHRISTOPHER HARRS has been the Vice President of Strategic Marketing, Canada at Webhelp since March 2000. Previously, since July 1992, he served as Vice President, Business and Legal Affairs for the film, music and home video divisions of Universal Studios Canada Ltd. From July 1993 to March 1998, Mr. Harrs also served as Director, Strategic Marketing at Universal Studios Canada where he created and implemented revenue-generating products and marketing programs including some of Canada's best-selling music compilation series. Mr. Harrs is a Member of the Ontario Bar.

RAHUL SHARMA has served as Director, Brand Management at Webhelp since March 2000. From August 1999 to March 2000, Mr. Sharma was a Group Brand Manager for the Campbell's Soup Co. From July 1996 until July 1999, he worked at The Procter & Gamble Company (Canada). From November 1995 to May 1996, Mr. Sharma worked as a Marketing Analyst in the Research & Development Division of PT Telekomunikasi Indonesia,

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Indonesia's national telecommunications company. From May 1995 to November 1995, Mr. Sharma worked with several small businesses consulting, writing business plans, and working in economic development.

GREGORY OGOREK has served as Webhelp's Manager of International Partnerships since March 2000. Previously, he held various positions in Paris, France at Europ Assistance, the world leader in the field of assistance (roadside, travel and home teleservice assistance). From March 1999 to September 1999, Mr. Ogorek served as General Manager of Europ Assistance's home teleservice assistance subsidiary, Europ Telesecurite. From November 1997 to March 1999, he launched and served Europ Telesecurite as Marketing and Sales Director. Prior to that, from December 1996 to November 1997, Mr. Ogorek served Europ Assistance as Project Leader for a major European strategic new home assistance business development. From May 1995 to December 1996, he served as their Market Development Manager.

CORY BASIL has been Webhelp's Senior Director, Product Marketing since November 1999. Previously, Mr. Basil was at SITEL Corporation from April 1996 to November 1999, where he was employed in a variety of roles. From January 1999 to November 1999, he was Manager, Business Development and Integration for SITEL Corporation WebServicing where he was responsible for SITEL's eCRM Product Development and Sales. From November 1997 to January 1999, he worked as a Manager, Business Development for SITEL Corporation's Global Business Development Unit. From October 1996 to November 1997, Mr. Basil worked as Senior Account Executive at SITEL Canada. From April 1996 to October 1996, Mr. Basil worked as Client Support Manager at SITEL Canada. Prior to his employment at SITEL Mr. Basil had a number of roles within the Direct Marketing Industry including Telstra Corporation Limited and Goldfarb Consultants.

EXECUTIVE COMPENSATION

During the fiscal year ended December 31, 1999, we paid our President and Chief Executive Officer, Kerry Adler, salary in the amount of $43,560 with no bonus. We did not pay any of our executive officers more than $100,000 in 1999. Each of our executive officers has entered into an employment agreement pursuant to which he or she is to receive salaries and bonuses in excess of $100,000 in 2000.

EMPLOYMENT AGREEMENTS

We have employment agreements with each of Kerry Adler, Laura Hantho, Hugh Cumming, Tom Cronin and Dan Walter. The employment agreements provide for the annual base salaries and guaranteed bonuses set forth in the table below:

                                                  ANNUAL
EXECUTIVE OFFICER                               BASE SALARY             GUARANTEED BONUS
-----------------                               -----------             ----------------
Kerry Adler..........................            $300,000                   $300,000
Laura Hantho.........................             170,000                     30,000
Hugh Cumming.........................             170,000                     30,000
Dan Walter...........................             200,000                       -
Tom Cronin...........................             170,000                     30,000

All our executive officers are eligible to receive an annual incentive performance bonus for each calendar year of employment in an amount to be determined by the compensation committee. Under the employment agreements these executives may participate in all fringe benefit programs available to our other salaried employees.

We may terminate their employment with or without cause, as defined in the employment agreements. If we terminate Mr. Adler's employment without cause, we will be required to pay him an additional $300,000 over three months. If we terminate the employment of any of Ms. Hantho or Messrs. Cumming, Walter or Cronin without cause, we will be required to pay them their salary continuously for the lesser of 12 months or until they are gainfully employed. Each executive officer may terminate his or her employment with or without good reason, as defined in the employment agreements. If Mr. Adler is either terminated other than for cause or resigns for good reason, for 12 months after his termination we will be required to pay him his annual base salary together with life and health insurance benefits, subject to his compliance with the provisions protecting

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our confidential information and barring his competition with us under certain circumstances. If Ms. Hantho or Messrs. Cumming, Walter or Cronin are either terminated other than for cause or resign for good reason, for the lesser of 12 months after their termination or until they are gainfully employed, the Company will be required to pay them their annual base salary together with life and health insurance benefits, subject to their compliance with the provisions protecting our confidential information and barring their competition with us under certain circumstances. If any of these executive officers are terminated for cause or resigns without good reason, no further salary, bonuses or other compensation will be due except for any amount which has accrued but not been paid prior to the termination date.

Under the employment agreements, each executive has agreed not to use or disclose our confidential information. Each executive has also agreed to assign to us all innovations, discoveries and inventions he or she develops during the course of his or her employment. Each executive also has agreed to assist us in obtaining patents, copyrights or trademarks on any protectable ideas and inventions during the course of his or her employment. Such provisions are effective during and after the termination of the agreements for a period of 12 months (for Mr. Cumming) or 18 months (for Messrs. Adler, Walter and Cronin and Ms. Hantho).

Each executive has also agreed that he or she will not join or assist any of our customers, served by him or her or by any other of our principals or employees during the term of the executive's employment with us, or any enterprise in the United States or Canada engaged in a business that is directly competitive with us for a period of one year after termination of his or her employment without our consent, which consent cannot be unreasonably withheld.

LONG TERM INCENTIVE PLAN

We sponsor the Webhelp.com Inc. 1999 Long Term Incentive Plan. Under the plan, up to an aggregate of 3,500,000 shares of our common stock will be available for issuance of awards to our employees, directors and consultants, of which none had been granted prior to January 1, 2000.

The following discussion of the material features of the plan is qualified by reference to the text of the plan filed as an exhibit to the Registration Statement of which this prospectus forms a part.

The plan is administered by the compensation committee of our board of directors which determines the persons who are to receive awards and the number of shares to be subject to each award. In selecting individuals for awards and determining the type of award and the terms thereof, the compensation committee may take into consideration any factors it deems relevant including present and potential contributions to our success. Awards may be in the form of stock options, grants of restricted stock, stock appreciation rights, other stock-based awards and performance awards payable upon achievement of specified goals. Options granted under the plan must be exercised within a period fixed by the compensation committee, which may not exceed ten years from the date of the grant of the option. Awards may be made exercisable in whole or in installments, as determined by the compensation committee.

Options may not be transferred other than by will or the laws of descent and distribution and during the lifetime of an optionee may be exercised only by the optionee. The exercise price may not be less than the par value of our common stock or, in the case of incentive stock options, not less than the fair market value of our common stock on the date of grant of the option. Unless designated as "incentive stock options" intended to qualify under Section 422 of the Internal Revenue Code of 1986, options which are granted under the plan are intended to be "non-qualified stock options". The exercise price may be paid in cash, shares of our common stock owned by the optionee, or in a combination of cash and shares.

The plan provides that, in the event of changes in our corporate structure or certain events affecting our common stock, our board of directors may, in its discretion, make adjustments with respect to the number of shares which may be issued under the plan or which are covered by outstanding options or other awards, in the exercise price per share, or both. In connection with certain changes of our control of or any sale or transfer by us of all or substantially all our assets, all outstanding options under the plan will become exercisable in full on or prior to the effective date of the merger, consolidation, sale, transfer or other change of control transaction.

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401(K) RETIREMENT SAVINGS PLAN

We are implementing a 401(k) retirement savings plan. The purpose of the retirement plan will be to provide our employees with an opportunity to save for retirement on a tax-advantaged basis.

All U.S. employees will be eligible to participate in the retirement plan following completion of months of service with us and attainment of age . The retirement plan will permit employees to defer receipt of a portion of their compensation in accordance with Section 401(k) of the Code and have it contributed, by way of payroll deductions, to the retirement plan. An employee's interest in his or her 401(k) contributions will be fully vested at all times. The retirement plan will also provide for discretionary matching contributions of % of the first % of compensation contributed by an employee. For plan participants who were employed as of the effective date of the retirement plan, matching contributions will be fully vested and for plan participants who became employees subsequent to that date, matching contributions will vest over a year period.

An employee generally will be entitled to payment of his or her account balance under the retirement plan upon retirement (usually at age 65), death, permanent disability or other termination of employment. Payment under the retirement plan will be made in the form of a lump sum.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Our certificate of incorporation provides that a director of Webhelp.com shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following:

o any breach of the director's duty of loyalty to us or our stockholders;

o acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

o the unlawful payment of dividends or unlawful stock purchases under
Section 174 of the Delaware General Corporation Law; or

o any transaction from which the director derived any improper personal benefit.

If the Delaware General Corporation Law is amended to eliminate or further limit the personal liability of directors, then the liability of a director of Webhelp.com shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of such provision of our certificate of incorporation by our stockholders shall be prospective only and shall not adversely affect any right or protection of a director of Webhelp existing at the time of such repeal or modification.

While our certificate of incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate this duty, nor does it have any effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care. The provisions of our certificate of incorporation described above apply to an officer of Webhelp.com only if he or she is a director of Webhelp.com and is acting in his or her capacity as a director, and do not apply to our officers who are not directors.

Our certificate of incorporation provides to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, or any comparable successor law, as the same may be amended and supplemented from time to time, that:

o we may indemnify all persons whom we have power to indemnify under the Delaware General Corporation Law from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby;

o we shall indemnify each such person if he or she is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of

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Webhelp.com or because he or she was serving Webhelp.com or any other legal entity in any capacity at our request while a director, officer, employee or agent of Webhelp.com; and

o we shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

Our certificate of incorporation further provides that the indemnification and advancement of expenses provided for therein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of March , 2000 and after giving effect to the offering, of :

o each person who we know beneficially owns more than five percent of our common stock;

o each of our directors;

o our Chief Executive Officer; and

o all of our executive officers and directors as a group.

Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

                                                                    PERCENTAGE OF
                                                                     OWNERSHIP(1)
              NAME AND ADDRESS OF                  NUMBER OF
                BENEFICIAL OWNER                   SHARES(1)       PRIOR TO OFFERING        AFTER OFFERING
              -------------------                  ---------       -----------------        --------------
Kerry Adler(2)                                                               %
  c/o Webhelp.com Inc.
  One Dundas Street West
  Suite 2500
  Toronto, ON M5G 1Z3.......................

Laura Hantho(3)                                                              %
  c/o Webhelp.com Inc.
  One Dundas Street West
  Suite 2500
  Toronto, ON M5G 1Z3.......................

Hugh Cumming(4)                                                              %
  c/o Webhelp.com Inc.
  One Dundas Street West
  Suite 2500
  Toronto, ON M5G 1Z3.......................

eliance Corporation..........................                                %
  7800 Equitable Drive
  Suite 250
  Minneapolis, MN 55344

Insight Capital Partners(5)..................                                %
  527 Madison Avenue
  10th Floor
  New York, NY 10022

W-W-H Investors LLC..........................                                %
  411 West Putnam
  Greenwich, CT 06830

CIBC WMC Inc.................................                                %
  425 Lexington Avenue
  New York, NY 10017

Ramanan Raghavendran(6)......................                                %
  c/o Insight Capital Partners
  527 Madison Avenue
  10th Floor
  New York, NY 10022

Jeffrey Horing(7)............................                                %
  c/o Insight Capital Partners
  527 Madison Avenue
  10th Floor
  New York, NY 10022

Wes Nichols..................................                                *
  c/o Webhelp.com Inc.
  One Dundas Street West
  Suite 2500
  Toronto, ON M5G 1Z3.......................

All executive officers and directors as a
group (8 persons)(2)(3)(4)(6)(7)


* Indicates ownership percentage of less than one percent.

(1) Amounts and percentages include outstanding options which are exercisable within 60 days of March , 2000

(2) Includes shares owned by eliance Corporation held in escrow subject to option to purchase such shares.

(3) Includes shares owned by eliance Corporation held in escrow subject to Ms. Hantho's option to purchase such shares.

(4) Includes shares owned by eliance Corporation held in escrow subject to Mr. Cummings' option to purchase such shares.

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(5) These shares are held by five funds managed by Insight Capital Partners;

Insight Capital Partners II, L.P. holds          shares; Insight Capital
Partners (Cayman) II, L.P. holds         shares; Insight Capital
Partners III, L.P. holds            shares; Insight Capital Partners
(Co-Invest) III, L.P. holds            shares; and Insight Capital
Partners (Cayman) III, L.P. holds          shares.

(6) Includes shares held by the five funds managed by Insight Capital Partners. Mr. Raghavendran, one of our directors, is a special partner of Insight Capital Partners. Mr. Raghavendran disclaims beneficial ownership of the shares held by the entities affiliated with Insight Capital Partners, except to the extent of his pecuniary interest therein.

(7) Includes shares held by the five funds managed by Insight Capital Partners. Mr. Horing, one of our directors, is a general partner of Insight Capital Partners. Mr. Horing disclaims beneficial ownership of the shares held by the entities affiliated with Insight Capital Partners, except to the extent of his pecuniary interest therein.

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CERTAIN TRANSACTIONS

LOAN FROM INSIGHT

On November 10, 1999, we borrowed $2,000,000 from Insight Capital Partners at an interest rate of 8% per annum. Our obligations to repay this loan were canceled as partial payment for the 15,000,000 shares of Series A convertible preferred stock issued to various Insight funds on December 29, 1999.

ISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK

Based on a valuation established in July 1999 and in accordance with a binding letter of intent dated November 18, 1999 and a stock purchase agreement dated December 29, 1999, we issued an aggregate of 15,000,000 shares of Series A stock for a purchase price of $0.53 per share, or an aggregate of $8,000,000 before expenses. Of those shares, 5,797,592 shares were issued to InSight Capital Partners III, L.P.; 1,436,168 shares were issued to InSight Capital Partners (Cayman) III, L.P.; 1,016,240 shares were issued to InSight Capital Partners (Co-Invest) III, L.P.; 4,781,250 shares were issued to W-W-H Investors LLC and 1,968,750 shares were issued to Imprimis SB LP. The current holders of the Series A stock are controlling stockholders of eliance Corporation. The liquidation value of the Series A stock is $1.28 per share plus accrued but unpaid dividends. Shares of the Series A stock will automatically be converted into shares of our common stock on a -to- basis upon consummation of the offering.

TRANSACTION WITH ELIANCE CORPORATION

Pursuant to a binding letter of intent dated November 29, 1999 and an asset purchase agreement dated as of December 29, 1999 between us, our wholly owned subsidiary and eliance, we purchased certain assets from eliance, including all rights under certain agreements, contracts and licenses, the name and URL "Webhelp.com" and the trademarks "Webhelp.com," "Webhelpme," "Webhelpmebuy," and "Webhelpmesell". The purchase price was $4,256,400 cash and 8,500,000 shares of our common stock, of which 5,500,000 are subject to the share escrow agreement described below. Mr. Adler, Ms. Hantho, Mr. Cumming and Mr. Walter were previously employed by eliance. The asset purchase agreement also provides for mutual releases between eliance and us and the indemnification of us, Mr. Adler and Ms. Hantho. See "Business -Legal Proceedings."

SHARE ESCROW AGREEMENT. In connection with the eliance transaction, we entered into a share escrow agreement dated as of December 29, 1999 whereby eliance delivered 5,500,000 of the shares received as consideration for the asset purchase to Torys as the escrow agent. The shares are being held in escrow as security for the indemnification provisions of the asset purchase agreement. eliance retains voting rights over the shares during the period of the escrow agreement. The escrow agreement provides that Mr. Adler, Ms. Hantho, Mr. Cumming, Mr. Walter and another individual, may purchase up to 4,500,000 of the shares held in escrow at any time and from time to time until the fifth anniversary of the escrow agreement. All or any part of the first 1,500,000 of the shares subject to this option have a purchase price of $0.60 per share. The second 1,500,000 shares have a purchase price of $1.20 per share, and the last 1,500,000 shares have a purchase price of $1.80 per share. The purchase price for the shares will be zero, however, if the proceeds from this offering are $25,000,000 or more and eliance obtains a firm commitment from a purchaser of its Web800 business or completes a sale of fifty percent (50%) or more of the assets of its Web800 business. Torys is not entitled to compensation for services rendered as escrow agent pursuant to the escrow agreement.

SOFTWARE LICENSE AGREEMENT. Pursuant to a software license agreement dated December 29, 1999, eliance has granted us a perpetual, nonexclusive, royalty-free license to use and modify machine readable versions of the eBus transaction engine. The eBus transaction engine consists of scalable component architecture providing a suite of generic services to facilitate e-commerce and related functions of our Web site. The license provides us with copies of the source code to the software to enable us to maintain and update the software ourselves.

INTERNET SERVICES AGREEMENT. Pursuant to an Internet services agreement dated December 29, 1999, eliance is providing us with Web center services on an exclusive basis within the field of customer-initiated Internet search inquiries for a period ending May 31, 2000. The services include the employment and training of Web Wizards,

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who must be available twenty-four hours a day seven days a week at up to 150 Web center work stations. eliance provides and maintains all equipment and machines necessary for the performance of these services and provides us with an office and access to their facilities at Minot, North Dakota and Minneapolis, Minnesota. In addition, eliance is required to ensure quality control and compliance with our policies and training programs through daily monitoring of the services provided on a random sampling basis. We reimburse eliance for the salaries and benefits of the personnel we use and pay a percentage-based allocation of the costs attributable to the services provided at the Web center stations. We are currently considering negotiating an extension of this agreement.

ISSUANCE OF SERIES B CONVERTIBLE PREFERRED STOCK

Pursuant to a Series B convertible preferred stock purchase agreement dated as of December 31, 1999 among Webhelp, Mr. Adler, Ms. Hantho, Mr. Cumming, Mr. Walter, CIBC WMC Inc., an affiliate of CIBC World Markets Corp. (a representative of the underwriters of this offering) and another common stockholder, we issued 3,671,329 shares of Series B convertible preferred stock to CIBC WMC Inc. for a purchase price of approximately $8.17 per share, or an aggregate purchase price of $30,000,000 before expenses. The liquidation value of the Series B stock is $19.73 per share plus accrued but unpaid dividends thereon. Upon liquidation, the Series A and Series B stockholders will be paid the amounts to which they are entitled on an equivalent basis. The Series B stock will automatically be converted to our common stock on a -to- basis upon consummation of the offering. With $10,000,000 of the proceeds, we repurchased 734,265 shares of our common stock from Mr. Adler for $6.0 million, 195,804 shares from Ms. Hantho for $1.6 million, 146,853 shares from Mr. Cumming for $1.2 million, 122,378 shares from Mr. Walter for $1.0 million and 24,476 shares from other common stockholders for $200,000. These shares represented approximately 5% of the shares held by the founders.

REGISTRATION RIGHTS OF CERTAIN HOLDERS

We are a party to an amended and restated investor rights agreement dated as of December 31, 1999 that provides eliance, InSight Capital Partners III, L.P., InSight Capital Partners (Cayman) III, L.P., InSight Capital Partners (Co-Invest) III, L.P., Insight Capital Partners II, L.P., Insight Capital Partners (Cayman) II, L.P., W-W-H Investors LLC, Imprimis SB LP, CIBC WMC Inc., Kerry Adler, Laura Hantho, Hugh Cumming, Dan Walter, and another common stockholder with the ability to demand registration under the Securities Act of all or a portion of the shares of our common stock owned by them from time to time at any time after we become eligible to file a registration statement on Form S-3, which will not be earlier than one year after the date of this offering. Of these shares, including shares issued upon the conversion of the Series A stock and Series B stock to our common stock upon consummation of the offering, 8,500,000 are held by eliance, 5,797,592 are held by Insight Capital Partners III, L.P., 1,436,168 are held by Insight Capital Partners (Cayman) III, L.P., 1,016,240 are held by Insight Capital Partners (Co-Invest) III, L.P., 4,781,250 are held by W-W-H Investors LLC, 1,968,750 are held by Imprimis SB LP, 3,671,329 are held by CIBC WMC, Inc., 13,665,735 are held by Kerry Adler, 3,644,196 are held by Laura Hantho, 2,733,147 are held by Hugh Cumming and 2,277,622 are held by Dan Walter. In general, eliance or a stockholder or stockholders holding in the aggregate at least 75% of the Series B stock may request that we register the sale of their shares of Common Stock on one occasion, and a stockholder or stockholders, other than eliance or holders of Series B stock, holding in the aggregate at least 20% of the shares subject to the agreement may request that we register the sale of their shares of common stock on up to two occasions. These stockholders also have the right under certain circumstances to include all or a portion of their shares on registration statements we file. We are obligated to bear all of the expenses in connection with the registration of these shares except for registrations initiated by eliance or, under certain circumstances, upon withdrawal of a registration request by an initiating stockholder. Our obligation to register the shares subject to the agreement terminates five years after consummation of this offering.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock does not purport to be complete and is subject in all respects to applicable Delaware law and to the provisions of our certificate of incorporation and our by-laws, copies of which have been filed as exhibits to the Registration Statement of which this prospectus is a part.

As of February 29, 2000, our authorized capital stock consisted of 65,000,000 shares of common stock, $0.01 par value per share, of which shares were issued and outstanding (excluding treasury shares) and held of record by stockholders, shares are issuable upon the exercise of outstanding stock options to participants pursuant to our 1999 Long Term Incentive Plan, and 20,000,000 shares of preferred stock, $0.01 par value per share, of which 15,000,000 shares have been designated as Series A convertible preferred stock and 3,671,329 shares have been designated as Series B convertible preferred stock and were issued and outstanding.

COMMON STOCK

Holders of our common stock are entitled to one vote per share on all matters which, pursuant to the Delaware General Corporation Law, require the approval of our stockholders, other than matters relating solely to another class of stock. In the event of a liquidation, dissolution or winding up of Webhelp.com, holders of our common stock are entitled to participate ratably in all distributions to the holders of our common stock after payment of liabilities and satisfaction of any preferential rights of holders of preferred stock. Holders of our common stock are not entitled to any preemptive rights. Subject to any preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive cash dividends ratably on a per share basis if and when such dividends are declared by the board of directors from funds legally available for payment.

The rights, preferences and privileges of holders of shares of our common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future.

PREFERRED STOCK

Our board of directors is authorized to provide for the issuance by us of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and restrictions thereof, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption or repurchase, redemption or repurchase prices, limitations or restrictions thereon, liquidation preferences and the number of shares constituting any series or the designation of such series, without any further vote or action by the stockholders. The issuance of any series of preferred stock may have an adverse effect on the rights of holders of our common stock, and could decrease the amount of earnings and assets available for distribution to holders of our common stock. In addition, any issuance of preferred stock could have the effect of delaying, deferring or preventing a change in our control.

Since our formation, we have issued an aggregate of 18,671,329 shares of preferred stock, in two series. See "Certain Transactions--Issuance of Series A Convertible Preferred Stock" and "-- Issuance of Series B Convertible Preferred Stock."

We have no present plans to issue any additional shares of preferred stock.

PURPOSES AND EFFECTS OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND OUR BY-LAWS

The description set forth below of certain provisions of our certificate of incorporation and our by-laws is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and our by-laws, the forms of which are included as exhibits to the Registration Statement of which this prospectus is a part.

NUMBER OF DIRECTORS; REMOVAL; VACANCIES; SPECIAL MEETINGS; QUORUM. Our by-laws provide that the number of our directors may be fixed from time to time by vote of the stockholders or of our board of directors, but that the number of directors which constitutes the whole board shall be between one and eight. Except where a vacancy on

51

the board is created pursuant to the removal of a director as described below or where vacancies occur contemporaneously in the offices of all of the directors, which vacancies will be filled by the stockholders, vacancies or newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office or by a sole remaining director. Our by-laws provide that directors may be removed from the board, with or without cause, by the affirmative vote of our stockholders holding a majority of the shares of our capital stock.

Our by-laws further provide that special meetings of our board of directors may be called by our President or any two directors on notice to all the directors. The presence of one-third or more of the directors constituting our board of directors shall constitute a quorum for the transaction of business at any regularly held or special meeting of the board. Except as may otherwise be provided under the Delaware General Corporation Law, if a quorum is present then a vote of the majority of the directors present shall be the act of the board.

SPECIAL MEETINGS; ACTIONS BY WRITTEN CONSENT; ADVANCE NOTICE PROVISIONS. Our by-laws provide that except as otherwise provided by the Delaware General Corporation Law, special meetings of our stockholders may only be called by resolution of our board of directors, by our President or by the holders of a majority of the outstanding shares of our capital stock entitled to vote on matters to be voted on at such meeting. Our by-laws also require advance notice of any special meeting of our stockholders to be delivered to each stockholder entitled to vote at such a meeting.

AMENDMENT OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND OUR BY-LAWS. Under the Delaware General Corporation Law, stockholders have the right to adopt, amend or repeal their corporation's by-laws and, with the approval of the board of directors, the certificate of incorporation of a corporation. In addition, subject to the terms of one or more series of preferred stock as designated from time to time by our board of directors, our certificate of incorporation provides that our by-laws may be adopted, altered or repealed by our board of directors.

ANTI-TAKEOVER LEGISLATION

Section 203 of the Delaware General Corporation Law provides that, subject to certain exceptions specified therein, a corporation shall not engage in any business combination with any "interested stockholder" for a three-year period following the date that such stockholder becomes an interested stockholder unless:

o prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

o upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares); or

o on or subsequent to such date, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Except as specified in Section 203 of the Delaware General Corporation Law, an interested stockholder is defined to include:

o any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation, at any time within three years immediately prior to the relevant date; and

o the affiliates and associates of any such person.

Under certain circumstances, Section 203 of the Delaware General Corporation Law makes it more difficult for a person who would be an "interested stockholder" to effect various business combinations. Our certificate of incorporation does not exclude us from the restrictions imposed under Section 203 of the Delaware General Corporation Law. It is anticipated that the provisions of Section 203 of the Delaware General Corporation Law may encourage companies interested in acquiring us to negotiate in advance with our board of directors, since the stockholder approval requirement would be avoided if a majority of the directors then in office approve, prior to the time the stockholder becomes an interested stockholder, either the business combination or the transaction which results in the stockholder becoming an interested stockholder.

52

STOCK TRANSFER AGENT

The transfer agent for our common stock will be American Stock Transfer & Trust Company, New York, New York and CIBC Mellon Trust Company, Toronto, Ontario.

STOCK EXCHANGE LISTINGS

We have applied for the listing of our common stock on the Nasdaq National Market under the symbol "WHLP" and we intend to apply for the listing of our common stock on The Toronto Stock Exchange under the symbol "WHP". These listings are subject to our fulfilling the requirements of the Nasdaq Stock Market and The Toronto Stock Exchange, including distribution of the securities to a minimum number of public stockholders.

SHARES ELIGIBLE FOR FUTURE SALE

U.S. RESALE RESTRICTIONS

When the offering is completed, we will have a total of shares of common stock outstanding. The shares offered by this prospectus will be freely tradeable unless they are purchased by "affiliates" of Webhelp, as defined in Rule 144 under the Securities Act of 1933. The remaining shares are "restricted", which means they were originally sold in offerings that were not subject to a registration statement filed with the Securities and Exchange Commission. These restricted shares may be resold only through registration under the Securities Act of 1933 or under an available exemption from registration, such as provided through Rule 144. Under Rule 144, of the restricted shares may be sold in and the remainder may be sold in .

Substantially all of our current stockholders have agreed to a 180-day "lock-up" with respect to their common stock that they own or may acquire by exercising stock options. This generally means that they cannot sell these shares during the 180 days following the date of this prospectus. See "Underwriting" for additional details. After the 180-day lock-up period, these shares may be sold in accordance with Rule 144 once they have been held for one year.

We intend to file a registration statement on Form S-8 under the Securities Act to register the shares of our common stock authorized and reserved for issuance pursuant to our 1999 Long Term Incentive Plan. Upon the filing of the Form S-8, outstanding shares of our common stock so registered may be freely sold without restriction, except for shares held by our officers, directors and other affiliates. See "Management -- 1999 Long Term Incentive Plan."

CANADIAN RESALE RESTRICTIONS

Excluding any common shares purchased in this offering, as of February 29, 2000, Canadian residents held shares of common stock and options or warrants to purchase shares of common stock. Under applicable Canadian securities laws, all shares or shares issuable upon exercise of these options may not be sold or otherwise disposed of for value, except pursuant to a prospectus, a discretionary exemption or a statutory exemption available only in specific limited circumstances, until we have been a reporting issuer for at least 12 months, or 18 months in the case of a control person under applicable Canadian securities laws, in the province in which the shareholder or optionee resides. We will become a reporting issuer when we file this prospectus with the securities regulatory authorities of those provinces and when those authorities issue receipts for the prospectus. We expect that the receipts will be issued on or about the date of this prospectus. We intend to apply to these regulatory authorities for a discretionary exemption that would permit sales of our common stock by residents of these provinces who are our employees, consultants or other service providers and acquire such shares upon the exercise of stock options after we have been a reporting issuer for 180 days, provided that the particular employee, consultant or service provider has held the shares or stock options for a combined period of at least one year, and that the sale is made through the facilities of The Nasdaq National Market.

53

If the discretionary exemption is granted or other steps taken to allow the sale of such common stock are successful, shares of common stock issued or issuable upon the exercise of outstanding and vested options, which would otherwise be subject to the resale restrictions described above, will be eligible for resale 180 days after the completion of this offering.

ESCROWED SECURITIES

We intend to seek discretionary relief from securities regulators in each of the provinces of Canada to be exempt from applicable escrow rules, in accordance with the policies of The Toronto Stock Exchange and the proposed policies of the Canadian Securities Administrators concerning the disposition of shares held by certain persons related to a company engaging in an initial public offering. In the event such relief is not obtained, several holders of common shares may have to enter into an escrow agreement with us and a trustee, pursuant to which shares held by those persons will be placed in escrow with the trustee to be released over a prescribed time period.

54

UNDERWRITING

We have entered into an underwriting agreement with the underwriters named below. CIBC World Markets Corp., U.S. Bancorp Piper Jaffray Inc. and RBC Dominion Securities Corporation are acting as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number of shares of common stock by each of the underwriters. The underwriters' obligations are several, which means that each underwriter is required to purchase a specified number of shares, but is not responsible for the commitment of any other underwriter to purchase shares. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase the number of shares of common stock set forth opposite its name below:

UNDERWRITER                                                                    NUMBER OF SHARES
-----------                                                                    ----------------
CIBC World Markets Corp................................................

U.S. Bancorp Piper Jaffray Inc.........................................

RBC Dominion Securities Corporation....................................






                                                                               -----------------
Total

The underwriters have agreed to purchase all of the shares offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased. Under the underwriting agreement, if an underwriter defaults in its commitment to purchase shares, the commitments of non-defaulting underwriters may be increased. The obligations of the underwriters under the underwriting agreement may be terminated upon the occurrence of certain stated events, including the occurrence of a material adverse change in the state of the financial markets.

This offering is being made concurrently in the United States and all of the provinces of Canada. The shares of common stock will be offered in the United States through the underwriters either directly or through their respective U.S. broker-dealer affiliates or agents. The shares of common stock will be offered in all of the provinces of Canada by CIBC World Markets Inc. and RBC Dominion Securities Inc., the Canadian affiliates of CIBC World Markets Corp. and RBC Dominion Securities Corporation, respectively, and other registered dealers that may be designated by the underwriters. Subject to applicable law, the underwriters may offer the shares of common stock outside of Canada and the United States.

The shares should be ready for delivery on or about , 2000 against payment in immediately available funds. The representatives have advised us that the underwriters propose to offer the shares directly to the public at the public offering price that appears on the cover page of this prospectus. In addition, the representatives may offer some of the shares to other securities dealers at such price less a concession of $ per share. The underwriters may also allow, and such dealers may reallow, a concession not in excess of $ per share to other dealers. After the shares are released for sale to the public, the representatives may change the offering price and other selling terms at various times.

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 30 days after the date of this prospectus, permits the underwriters to purchase a maximum of additional shares from us to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase shares covered by the option at the initial public offering price that appears on the cover page of this prospectus, less

55

the underwriting discount and commissions. If this option is exercised in full, the total price to public will be $ and the total proceeds to us will be $ . The underwriters have severally agreed that, to the extent the over-allotment option is exercised, they will each purchase a number of additional shares proportionate to the underwriter's initial amount reflected in the foregoing table.

The following table provides information regarding the amount of the discount and commissions that we will pay to the underwriters.

 PER SHARE                 TOTAL WITHOUT EXERCISE             TOTAL WITH FULL EXERCISE
                          OF OVER-ALLOTMENT OPTION            OF OVER-ALLOTMENT OPTION
 ---------                ------------------------            ------------------------
$                               $                                    $

We estimate that our total expenses of the offering, excluding the underwriting discounts and commissions, will be approximately $ .

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933 and applicable Canadian provincial securities legislation.

We and our officers and directors and substantially all other current stockholders, have agreed to a 180-day "lock up" with respect to the shares of common stock that they beneficially own, including securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of common stock. This means that for a period of 180 days following the date of this prospectus, neither we nor such persons may offer, sell, pledge or otherwise dispose of these securities without the prior written consent of CIBC World Markets Corp.

The representatives have informed us that they do not expect discretionary sales by the underwriters to exceed five percent of the shares offered by this prospectus.

At our request, the underwriters have reserved for sale up to shares for employees, directors and other persons associated with us. These reserved shares will be sold at the initial public offering price that appears on the cover page of this prospectus. The number of shares available for sale to the general public in the offering will be reduced to the extent reserved shares are purchased by such persons. The underwriters will offer to the general public, on the same terms as other shares offered by this prospectus, any reserved shares that are not purchased by such persons.

There is no established trading market for the shares. The offering price for the shares has been determined by us and the representatives, based on the following factors:

o the history of, and prospects for, us and the industry in which we compete;

o our past and present financial performance;

o assessment of our management and the present state of our development;

o our prospects for future earnings;

o the prevailing market condition of the applicable U.S. and Canadian securities markets at the time of this offering;

o market valuations of publicly traded companies that we and the representatives believe to be comparable to us; and

o other factors that we deemed relevant.

56

Pursuant to policy statements of the Ontario Securities Commission and the Commission des valeurs mobilieres du Quebec, the underwriters may not, throughout the period of distribution, bid for or purchase our common shares. This restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the common shares. These exceptions include a bid or purchase permitted under the by-laws and rules of The Toronto Stock Exchange relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

Subject to the foregoing, the rules of the Securities and Exchange Commission may limit the ability of the underwriters to bid for or purchase shares before the distribution of the shares is completed. However, the underwriters may engage in the following activities in accordance with the rules:

o Stabilizing transactions - The representatives may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

o Over-allotments and syndicate covering transactions - The underwriters may create a short position in the shares by selling more shares than are set forth on the cover page of this prospectus. If a short position is created in connection with the offering, the representatives may engage in syndicate covering transactions by purchasing shares in the open market. The representatives may also elect to reduce any short position by exercising all or part of the over-allotment option.

o Penalty bids - If the representatives purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering.

Stabilization and syndicate covering transactions may cause the price of the shares to be higher than it would be in the absence of such transactions. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages releases of the shares.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. These transactions may occur on the Nasdaq National Market, The Toronto Stock Exchange or otherwise. If such transactions are commenced, they may be discontinued without notice at any time.

In addition to the underwriting discounts and commissions described above, an affiliate of CIBC World Markets Corp., a representative of the underwriters, acquired an aggregate of 3,671,329 shares of our Series B stock in December 1999, at a purchase price of $8.17 per share, for an aggregate purchase price of approximately $30,000,000. These shares will convert into shares of common stock upon the completion of this offering. Under the rules of the National Association of Securities Dealers, Inc., the acquisition of these shares at a price below the initial public offering price may be deemed to be additional compensation to the underwriters. Based upon the initial public offering price of $ per share, this additional compensation to the underwriters amounts to approximately $ .

Under the rules of the National Association of Securities Dealers, Inc., the shares of common stock that will be held by this affiliate of CIBC World Markets Corp. upon the completion of this offering may not be sold, transferred, assigned or hypothecated for a period of one year from the date of this prospectus, except to officers, partners (not directors) of the underwriters and members of the selling group and/or their officers or partners.

57

LEGAL MATTERS

The validity of the shares of common stock being offered hereby will be passed upon for us by Torys, 237 Park Avenue, New York, New York 10017 and Suite 3000, Maritime Life Tower, 79 Wellington Street West, Toronto, Ontario M5K 1N2. Certain legal matters in connection with the sale of the shares of our common stock offered hereby will be passed upon for the underwriters by Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts 02110 and by Blake, Cassels & Graydon LLP, Suite 2300, Commerce Court West, Toronto, Ontario, M5L 1A9.

EXPERTS

The consolidated balance sheet of Webhelp.com as of December 31, 1999 and the consolidated statements of operations and comprehensive loss and stockholders' equity and cash flows for the period from May 27, 1999 (inception) to December 31, 1999, included in this prospectus, have been audited by Ernst & Young LLP, independent chartered accountants, as indicated in their report appearing elsewhere herein, and are included in reliance upon such report given the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the Securities and Exchange Commission in connection with this offering. In addition, upon completion of the offering, we will be required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy the registration statement and any other documents we file at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. Our Securities and Exchange Commission filings are also available to the public at the Securities and Exchange Commission's Internet site at "http://www.sec.gov".

This prospectus is part of the registration statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus to any contract or other document of ours, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or document.

58

WEBHELP.COM INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                           PAGE
                                                                                                           ----
Independent Auditors' Report................................................................               F-2
Consolidated Balance Sheet..................................................................               F-3
Consolidated Statement of Operations and Comprehensive Loss.................................               F-4
Consolidated Statement of Cash Flows .......................................................               F-5
Consolidated Statement of Stockholders' Equity..............................................               F-6
Notes to Consolidated Financial Statements..................................................               F-7


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
WEBHELP.COM INC.

We have audited the accompanying consolidated balance sheet of WEBHELP.COM INC.
[a development stage company] as of December 31, 1999 and the related consolidated statement of operations and comprehensive loss, stockholders' equity and cash flows for the period from May 27, 1999 to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of WEBHELP.COM INC. as of December 31, 1999, and the consolidated results of its operations and its cash flows for the period from May 27, 1999 to December 31, 1999 in conformity with accounting principles generally accepted in the United States.

Toronto, Canada,
January 12, 2000 [except as to notes 9[b] and 6[b] which are dated as of January 22 and March 6, 2000, respectively]. Chartered Accountants

F-2

WEBHELP.COM INC. [a development stage company]

CONSOLIDATED BALANCE SHEET
[expressed in United States dollars]

As at December 31

                                                                                            1999
                                                                                               $
------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents                                                              21,178,857
Accounts receivable                                                                        32,795
Prepaid expenses                                                                        2,475,294
Due from shareholder [NOTE 6[A][I]]                                                     2,563,280
------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                   26,250,226
------------------------------------------------------------------------------------------------------------------
Fixed assets, net [NOTE 4]                                                              2,354,797
Intangible assets, net [NOTE 5]                                                           582,207
------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                           29,187,230
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable                                                                        1,563,287
Accrued compensation and related expenses                                                 134,928
Other accrued liabilities                                                                  53,401
------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                               1,751,616
------------------------------------------------------------------------------------------------------------------
Commitments and contingency [NOTE 9]

STOCKHOLDERS' EQUITY
Capital stock [NOTE 6]
Convertible preferred stock, $0.01 par value; 20,000,000 shares authorized;
     issuable in series
   Series A convertible preferred stock, $0.01 par value; 15,000,000 shares
     designated, issued and outstanding; aggregate liquidation preference of
     $19,200,000                                                                          150,000
   Series B convertible preferred stock, $0.01 par value; 3,671,329 shares
     designated, issued and outstanding; aggregate liquidation preference of
     $72,435,321                                                                           36,713
   Common stock, $0.01 par value; 65,000,000 shares authorized; 31,276,224
     shares issued and outstanding                                                         87,415
Additional paid-in capital                                                             42,067,473
Deficit accumulated during the development stage                                      (14,905,987)
------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                             27,435,614
------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             29,187,230
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------

SEE ACCOMPANYING NOTES

F-3

WEBHELP.COM INC. [a development stage company]

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
[expressed in United States dollars]

                                                                                  FOR THE PERIOD
                                                                                      MAY 27,
                                                                                      1999 TO
                                                                                   DECEMBER 31,
                                                                                       1999
                                                                                         $
------------------------------------------------------------------------------------------------------------------

REVENUE                                                                                    29,857
COST OF REVENUE                                                                           844,916
------------------------------------------------------------------------------------------------------------------
GROSS PROFIT (LOSS)                                                                      (815,059)
------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
Sales and marketing                                                                       654,124
General and administrative [NOTE 3]                                                     3,110,672
Product development                                                                       180,638
Amortization of intangibles                                                                48,063
Depreciation of fixed assets                                                               67,278
-------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                                                4,060,775
-------------------------------------------------------------------------------------------------------------------
Operating loss                                                                         (4,875,834)
------------------------------------------------------------------------------------------------------------------
Interest expense, net                                                                      30,153
------------------------------------------------------------------------------------------------------------------
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD                                         (4,905,987)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------

NET LOSS PER SHARE - BASIC AND DILUTED                                                     $(0.20)

WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING USED TO COMPUTE BASIC
     AND DILUTED NET LOSS PER SHARE                                                    24,095,508

PROFORMA NET LOSS PER SHARE - BASIC AND DILUTED                                            $(0.20)

WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING USED TO COMPUTE PROFORMA BASIC
     AND DILUTED NET LOSS PER SHARE                                                    24,317,751
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------

SEE ACCOMPANYING NOTES

F-4

WEBHELP.COM INC. [a development stage company]

CONSOLIDATED STATEMENT OF CASH FLOWS
[expressed in United States dollars]

                                                                                  FOR THE PERIOD
                                                                                      MAY 27,
                                                                                     1999, TO
                                                                                   DECEMBER 31,
                                                                                       1999
                                                                                         $
------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
Net loss for the period                                                                (4,905,987)
Add items not involving cash
   Expenses paid for in common stock [NOTE 3]                                           2,600,000
   Depreciation and amortization                                                          115,341
------------------------------------------------------------------------------------------------------------------
                                                                                       (2,190,646)

Net changes in non-cash working capital balances
   related to operations [NOTE 10]                                                      2,512,569
------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES                                                     321,923
------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of fixed assets                                                                 (131,654)
Purchase of assets [NOTE 3]                                                            (4,256,400)
------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                                      (4,388,054)
------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from issuance of bridge loan [NOTE 6[A][I]]                                    2,000,000
Issuance of common stock, net of issuance costs [NOTE 6[A][II]]                            16,412
Issuance of convertible preferred stock Series A, net of issuance costs                 3,377,250
Issuance of convertible preferred stock Series B, net of issuance costs                29,851,326
Repurchase of common stock                                                            (10,000,000)
------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                                                  25,244,988
------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD AND
   CASH AND CASH EQUIVALENTS, END OF PERIOD                                            21,178,857
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------

SEE ACCOMPANYING NOTES

F-5

WEBHELP.COM INC. [a development stage company]

CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY
[expressed in United States dollars]

                                 CONVERTIBLE                CONVERTIBLE
                                  PREFERRED                  PREFERRED
                                    STOCK                      STOCK                      COMMON                ADDITIONAL
                            SERIES A - PAR VALUE       SERIES B - PAR VALUE          STOCK - PAR VALUE        PAID-IN CAPITAL
                            Number             $       Number              $       Number            $               $
--------------------------------------------------------------------------------------------------------------------------

BALANCE, MAY 27, 1999 [INCEPTION]
   [NOTE 6[A][II]]                    --       --          --              --  23,760,000             15                --
Issuance of common stock
   [NOTE 6[A][II]]                    --       --          --              --     240,000          2,400            47,600
Issuance of preferred stock
   [NOTE 6[A][I]]             15,000,000  150,000          --              --          --             --         7,790,530
Issuance of common stock
   [NOTE 3]                           --       --          --              --   8,500,000         85,000         4,414,730
Issuance of preferred stock
   [NOTE 6[A][I]]                     --       --   3,671,329          36,713          --             --        29,814,613
Repurchase of common stock
   [NOTE 6[A][II]]                    --       --          --              --  (1,223,776)            --                --
Net loss for the period               --       --          --              --          --             --                --
--------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999    15,000,000  150,000   3,671,329          36,713  31,276,224         87,415        42,067,473
--------------------------------------------------------------------------------------------------------------------------

                                       DEFICIT
                                      ACCUMULATED        TOTAL
                                      DURING THE      STOCKHOLDERS'
                                   DEVELOPMENT STAGE     EQUITY
                                           $               $


BALANCE, MAY 27, 1999 [INCEPTION]
   [NOTE 6[A][II]]                           --                15
Issuance of common stock
   [NOTE 6[A][II]]                           --            50,000
Issuance of preferred stock
   [NOTE 6[A][I]]                            --         7,940,530
Issuance of common stock
   [NOTE 3]                                  --         4,499,730
Issuance of preferred stock
   [NOTE 6[A][I]]                            --        29,851,326
Repurchase of common stock
   [NOTE 6[A][II]]                  (10,000,000)      (10,000,000)
Net loss for the period              (4,905,987)       (4,905,987)
------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999          (14,905,987)       27,435,614
------------------------------------------------------------------

SEE ACCOMPANYING NOTES

F-6

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

1. NATURE OF BUSINESS

Webhelp.com Inc. ["Webhelp" or the "Company"] provides Web-based Internet search capabilities. The primary product of the Company is the Webhelp.com service which provides real-time, human assisted search capabilities, customer service and e-commerce services to consumers and corporations using a single technology platform. The Company's principal markets are in North America.

The Company was incorporated in the State of Delaware on May 27, 1999 as BlueSky Ventures Inc. On November 20, 1999, the name of the Company was changed to Webhelp.com Inc. On November 30, 1999, the Company launched its web site.

The Company was in the development stage as at December 31, 1999, with primary efforts directed toward the raising of capital and the development of markets.

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are stated in United States dollars.

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

BASIS OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Ispoke.com Inc., a U.S. company, and Webhelp Canada Inc., a Canadian company. All intercompany accounts and transactions have been eliminated on consolidation.

F-7

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

FIXED ASSETS

Fixed assets are recorded at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the following periods:

Computer software                          3 years
Computer hardware                          3-5 years
Furniture and fixtures                     3-5 years

INTANGIBLES

Intangibles represent licences, trademarks, names and other intangibles. Intangibles are amortized on a straight-line basis over three years. Management reviews on an ongoing basis the valuation and amortization of the intangibles. The determination as to whether there has been an impairment is made by comparing the carrying value of the intangible to the projected undiscounted net revenue stream to be generated by the related activity.

CASH AND CASH EQUIVALENTS

The Company invests its excess cash in debt securities and considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As at December 31, 1999, all of the Company's cash equivalents were classified as held-to-maturity.

CONCENTRATIONS OF CREDIT RISK AND CREDIT RISK EVALUATIONS

Financial instruments which subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents consist principally of debt securities held with North American financial institutions with high credit standing. As at December 31, 1999, 94% of the Company's cash and cash equivalents were held at one institution. The Company has not experienced any significant losses on its cash and cash equivalents.

The Company conducts business with companies in various industries primarily in the United States and Canada. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential credit issues.

F-8

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

REVENUE RECOGNITION

Revenue for the period ended December 31, 1999 consisted solely of advertising revenue derived from short-term advertising contracts. Under these contracts, the Company delivers impressions [for example banner ads, page sponsorships and buttons] to users of the Company's consumer portal over a specific period of time for a fixed fee. Advertising rates, typically measured on a cost per thousand impressions ["CPMs"] basis, are dependent on whether the impressions are for general rotation throughout the Company's web site or for targeted audiences and properties within specific areas of Webhelp's Internet page. The Company recognizes revenue based upon actual impressions delivered.

No barter transactions were entered into for the period ended December 31, 1999.

Commencing in 2000, the Company expects to earn additional revenue from corporate and consumer services which may include:

o Search services charged on a per user or per engagement basis;
o Membership charged on a monthly basis; and
o Electronic commerce transaction fees.

Search services will be recognized based on the actual number of engagements delivered at contractual per answer rates. Membership revenues will be recognized ratably based on the passage of time. Commission based e-commerce services will be recorded when the consumer has consummated their transaction online with the Company's third party client, and the value of the Company's commission can be ascertained.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses on foreign currency transactions are included in general and administrative expenses.

F-9

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for employee stock options using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25 ["APB 25"] and makes the pro forma disclosures required by Statement of Financial Accounting Standards ["SFAS"] No. 123, "Accounting for Stock-Based Compensation".

ADVERTISING COSTS

The Company expenses the costs of advertising as incurred. Advertising expense for the period from May 27, 1999 to December 31, 1999 was $614,432.

INCOME TAXES

The Company uses the liability method to account for income taxes as required by SFAS No. 109, "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by adding other common stock equivalents in the weighted average number of common shares outstanding for a period, if dilutive.

F-10

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

PRO FORMA NET LOSS PER SHARE AND PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY

Pro forma net loss per share has been computed as described above and also gives effect to the conversion of preferred shares not included above that will automatically convert upon completion of the Company's initial public offering, using the if converted method. The calculation of historical and pro forma basic and diluted net loss per share and pro forma statement of stockholders' equity is as follows:

                                                                                     PERIOD FROM
                                                                                    MAY 27, 1999
                                                                                   TO DECEMBER 31,
                                                                                        1999
                                                                                          $
------------------------------------------------------------------------------------------------------------------

Historical net loss                                                                    (4,905,987)
------------------------------------------------------------------------------------------------------------------

Weighted average shares outstanding used to compute
basic and diluted net loss per share                                                   24,095,508
Basic and diluted net loss per share                                                       $(0.20)
Pro forma net loss                                                                     (4,905,987)
Weighted average number of shares of common stock
used in computing basic and diluted net loss per share [from above]                    24,095,508
Adjustment to reflect the effect of the assumed conversion
of preferred stock from the date of issuance                                              222,243
Weighted average shares outstanding used in computing
pro forma basic and diluted net loss per share                                         24,317,751
Pro forma basic and diluted net loss per share [NOTE 1]                                    $(0.20)
------------------------------------------------------------------------------------------------------------------

PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY
Capital stock
   Convertible preferred stock, $0.01 par value; 20,000,000 shares authorized;
       issuable in series
       Series A convertible preferred stock, $0.01 par value                                  --
       Series B convertible preferred stock, $0.01 par value                                  --
   Common stock, $0.01 par value; 65,000,000 shares authorized; 49,947,553
     shares issued and outstanding [PROFORMA]                                             274,128
Additional paid-in capital                                                             42,067,473
Deficit accumulated during the development stage                                      (14,905,987)
------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                             27,435,614
------------------------------------------------------------------------------------------------------------------

F-11

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

BUSINESS SEGMENTS

As at December 31, 1999, for management purposes, the Company is managed as one business segment and as such, the Company has determined that it does not have separately reportable operating segments.

The Company maintains offices in both the U.S. and Canada. For the period ended December 31, 1999, all of the Company's revenue was earned in the U.S. and $250,000 of the Company's intangible and capital assets were held in Canada, with the balance held in the U.S.

NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 137, "Deferral of Effective Date for SFAS No. 133" which are effective for fiscal years beginning after June 15, 2000. Management has not yet determined the impact on the consolidated financial position or results of operations of the Company of this new standard.

3. ASSET PURCHASE

On December 29, 1999, the Company acquired, pursuant to an asset purchase agreement ["the eliance Agreement"], certain of the assets of eliance Corporation ["eliance"], in exchange for $4,256,400 in cash and 8,500,000 common shares of the Company [NOTE 6]. At the time of the eliance Agreement, eliance was controlled by an existing stockholder of the Company. The 8,500,000 common shares of the Company had a fair value of $4,533,333.

As part of the eliance Agreement, the Company purchased [i] certain fixed assets
[ii] certain intangibles such as licenses, trademarks and names [iii] other intangibles [iv] prepaid expenses, and [v] one month of an Internet services agreement. A portion of the consideration paid represented a reimbursement of expenses incurred by eliance on behalf of the Company and a release from prior obligations with eliance. Accordingly, these expenses have been charged to general and administrative expenses in the current period.

F-12

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

Details of the consideration paid are as follows:
                                                                                               $
-------------------------------------------------------------------------------------------------------------------
Fixed assets                                                                            2,290,421
Intangibles [NOTE 5]                                                                      630,270
Prepaid expenses                                                                        3,269,042
------------------------------------------------------------------------------------------------------------------
Net assets acquired                                                                     6,189,733
Reimbursement of expenses and release                                                   2,600,000
------------------------------------------------------------------------------------------------------------------
TOTAL CONSIDERATION                                                                     8,789,733
------------------------------------------------------------------------------------------------------------------

Concurrent with the execution of the eliance Agreement, the Company and eliance entered into a share escrow agreement under which 5,500,000 of the common shares issued to eliance were deposited in escrow for a period of five years. Should eliance not meet certain of its obligations under the eliance Agreement within the first year of the escrow agreement, the Company shall have the right to recover a portion of these shares from the escrow agent as indemnification.

4. FIXED ASSETS

Fixed assets consist of the following:

                                                                                            1999
                                                                                               $
------------------------------------------------------------------------------------------------------------------

COST
Computer software                                                                         764,673
Computer hardware                                                                       1,432,037
Furniture and fixtures                                                                    225,365
------------------------------------------------------------------------------------------------------------------
                                                                                        2,422,075
------------------------------------------------------------------------------------------------------------------

LESS ACCUMULATED AMORTIZATION
Computer software                                                                          21,240
Computer hardware                                                                          39,778
Furniture and fixtures                                                                      6,260
------------------------------------------------------------------------------------------------------------------
                                                                                           67,278
------------------------------------------------------------------------------------------------------------------
NET BOOK VALUE                                                                          2,354,797
------------------------------------------------------------------------------------------------------------------

F-13

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

5. INTANGIBLES

Intangibles consist of licences, trademarks, names and other intangibles.

                                                                                             1999
                                                                                               $
------------------------------------------------------------------------------------------------------------------
Intangibles, net of accumulated amortization of $48,063 [NOTE 3]                          582,207
------------------------------------------------------------------------------------------------------------------

6. CAPITAL STOCK

[A] SHARE CAPITAL ISSUED AND OUTSTANDING

On December 29, 1999, the Company approved a 16,000-to-one stock split. All references to common stock and per share amounts have been restated to reflect the stock split on a retroactive basis.

[I] CONVERTIBLE PREFERRED STOCK

Subject to certain anti-dilutive provisions, each share of Series A and B convertible preferred stock, par value of $0.01 per share, is convertible at the option of the holder into the same number of shares of common stock. The Series A and B convertible preferred stock will be automatically converted into common stock in the event of a public offering, with gross proceeds [net of underwriting discounts and commission] of at least $25,000,000.

The holders of the Series A and B convertible preferred stock are entitled to receive non-cumulative dividends when and if declared by the Board of Directors. These dividends are in preference to any declaration or payment of any dividend on the common stock of the Company. Subject to certain anti-dilutive provisions, the dividends per share of the Series A and B convertible preferred stock have to be at least equal to the dividend per share declared or paid on the common stock of the Company. As of December 31, 1999, no dividends have been declared on the Series A and B convertible preferred stock.

In the event of any liquidation, the holders of the Series A and B convertible preferred stock have a liquidation preference over holders of common stock equal to $1.28 and $19.73 per share,

F-14

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

respectively, plus any declared and unpaid dividends. The remaining assets will be distributed to the common stockholders.

Each holder of the outstanding shares of the Series A and B convertible preferred stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares of the convertible preferred stock held by such holder are then convertible.

On November 10, 1999, the Company received $2,000,000 in the form of a bridge loan [the "Advance"] from InSight Investors, bearing interest at 8%. On December 29, 1999, an agreement [the "Insight Capital Agreement"] was entered into among the Company and InSight Capital Partners III, L.P., InSight Capital Partners (Cayman) III, L.P., and InSight Capital Partners (co-Invest) III, L.P.,
[collectively, the "Insight Investors"], pursuant to which the Insight Investors purchased in aggregate 15,000,000 shares of Series A convertible preferred stock for total consideration of $8,000,000 which was comprised of $6,000,000 in cash and conversion of the Advance into convertible preferred stock. At December 31, 1999, $2,563,280 of the cash consideration was outstanding from the Insight Investors. This amount was paid subsequent to the period end.

On December 31, 1999, an agreement [the "CIBC Agreement"] was entered into between the Company and CIBC WMC Inc. ["CIBC"], pursuant to which CIBC purchased 3,671,329 shares of Series B convertible preferred stock for a total cash consideration of $30,000,000. The Company incurred costs of $59,470 in connection with this issuance.

[II] COMMON STOCK

Holders of the common stock with par value of $0.01 per share are entitled to one vote per share, and dividends may be declared and paid on the common stock from funds lawfully available therefor. Upon the dissolution or liquidation of the Company, holders of the common stock will be entitled to receive all assets of the Company available for distribution to its stockholders, subject to any preferential rights of any then outstanding preferred stock.

On May 27, 1999, the Company issued a total of 23,760,000 shares of common stock to the founding shareholders of the Company in exchange for all of their interests in the Company's system architecture and the business plan.

On June 10, 1999, the Company issued 240,000 shares of common stock to a third party for $50,000 cash.

F-15

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

$10,000,000 of the gross proceeds of $30,000,000 from the issuance of Series B convertible preferred stock to CIBC pursuant to the CIBC Agreement was used to repurchase 1,223,776 shares of common stock from certain of the stockholders of the Company.

See also note 3.

[B] STOCK OPTIONS

On January 28, 2000, the stockholders approved the 1999 Long-term Incentive Plan [the "1999 Plan"] for directors, officers, employees and other parties, as may be approved from time to time [collectively, the "Optionees"] for which up to 3,500,000 common shares are reserved for issuance pursuant to the 1999 Plan. Under the terms of the 1999 Plan, the optionees are eligible to receive awards in the form of options, stock appreciation rights, grants of restricted securities, performance awards, or other stock-based awards. As at December 31, 1999, no awards under the 1999 Plan had been made. Subsequent to the period end, and as of March 6, 2000, the Company has awarded stock options to certain Optionees as follows:

                                             EXERCISE PRICE
-------------------------------------------------------------------------------------------------------------------
NUMBER OF                                       PER SHARE                                  EXPIRY
OPTIONS                                             $                                       DATE
-------------------------------------------------------------------------------------------------------------------
1,434,500                                        $4.95                                 March 2010
355,350                                          $8.17                                 March 2010
------------------------------------------------------------------------------------------------------------------
1,789,850
------------------------------------------------------------------------------------------------------------------

All of the stock option awards vest quarterly and on an even basis over a three-year period except for 356,850 of the issued stock option awards which vest on an annual basis over a three-year period.

7. RELATED PARTY TRANSACTIONS

In addition to the eliance Agreement [NOTE 3], the Company entered into a Corporate services agreement with eliance during the period under which eliance provides the Company with certain services. Approximately $100,000 in services were provided to the Company in connection with this agreement in 1999. No balances were outstanding under this agreement as at December 31, 1999.

F-16

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

As at December 31, 1999, the Company has a subscription receivable from Insight Investors [NOTE 6[A][I]].

8. INCOME TAXES

There has been no provision for income taxes as the Company has incurred operating losses.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

                                                                                    PERIOD FROM
                                                                                    MAY 27, 1999
                                                                                         TO
                                                                                 DECEMBER 31, 1999
                                                                                          $
------------------------------------------------------------------------------------------------------------------
Net operating loss carryforwards                                                          785,000
------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                 785,000
Valuation allowance, all relating to current period                                      (785,000)
------------------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS                                                                       ---
------------------------------------------------------------------------------------------------------------------

Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $785,000 during the period from May 27, 1999 to December 31, 1999.

At December 31, 1999, the Company has net operating loss carryforwards for federal income tax purposes of approximately $2,308,000, all of which expire in the year 2019.

F-17

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

9. COMMITMENTS AND CONTINGENCY

[A] LEASE COMMITMENTS

Future minimum lease payments for premises and equipment by year and in the aggregate, under non-cancellable operating leases, consist of the following:

                                                                                             $
---------------------------------------------------------------------------------------------------
2000                                                                                      884,000
2001                                                                                      195,000
2002                                                                                      195,000
2003                                                                                       16,000
---------------------------------------------------------------------------------------------------
                                                                                        1,290,000
---------------------------------------------------------------------------------------------------

Rental expense for the period totalled approximately $22,000.

[B] CONTINGENCY

On January 22, 2000, three stockholders of eliance commenced a lawsuit on behalf of themselves and, purportedly, on behalf of eliance against the Company, certain officers and other persons and entities (jointly, the "defendants"). In the lawsuit, the plaintiffs challenge, on a number of grounds, the sale and transfer of certain assets of eliance in 1999 pursuant to the eliance Agreement alleging, among other things, that such transactions were accomplished by the defendants through breaches of fidcuiary duty they then owned as directors or officers of eliance. The lawsuit seeks unspecified damages and certain other relief. The Company is vigorously defending this lawsuit. Although the Company can give no assurances, based on the available facts, the Company believes the outcome of this matter will not have a material adverse effect upon its financial condition.

F-18

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

December 31, 1999

10. CONSOLIDATED STATEMENT OF CASH FLOWS

The net change in non-cash working capital balances related to operations consists of the following:

                                                                                     PERIOD FROM
                                                                                    MAY 27, 1999
                                                                                         TO
                                                                                    DECEMBER 31,
                                                                                        1999
                                                                                          $
---------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CURRENT ASSETS
Accounts receivable                                                                       (32,795)
Prepaid expenses                                                                          793,748
INCREASE IN CURRENT LIABILITIES
Accounts payable                                                                        1,563,287
Accrued compensation and related expenses                                                 134,928
Other accrued liabilities                                                                  53,401
---------------------------------------------------------------------------------------------------
                                                                                        2,512,569
---------------------------------------------------------------------------------------------------

There was no cash paid during the period for interest or income taxes.

Excluded from the consolidated statement of cash flows for the period from May 27, 1999 to December 31, 1999 is the following :

o the issuance of 23,760,000 shares of common stock of the Company in exchange for system architecture and business plan [NOTE 6[A][II]];

o the conversion of the $2,000,000 Advance in conjunction with the issuance of the Series A convertible preferred stock [NOTE 6[A][I]]; and

o the issuance of 8,500,000 common shares as part of the consideration for the eliance Agreement [NOTE 3].

F-19

Webhelp.com Inc. [a development stage company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[expressed in United States dollars]

11. RECONCILIATION TO CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are stated in United States dollars. Generally accepted accounting policies in the United States differ from those in Canada. The Company's accounting policies that differ include Accounting for Stock Based Compensation. In addition, under accounting principles generally accepted in Canada, the repurchase of common stock [NOTE 6[A][I]] would be treated as a deduction of $10,000,000 from capital stock and not as a direct charge of $10,000,000 to deficit. The application of accounting principles generally accepted in Canada would not result in a material difference in the measurement of the Company's consolidated balance sheet, consolidated statements of stockholders' equity, operations and cash flows as at December 31, 1999 and for the period from May 27, 1999 to December 31, 1999.

F-20

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www.webhelp.com)


[LOGO]

WEBHELP.COM INC.                                  CIBC WORLD MARKETS

                  SHARES                            U.S. BANCORP
                                                    PIPER JAFFRAY

              COMMON STOCK                     RBC DOMINION SECURITIES
                                                    CORPORATION
----------
PROSPECTUS
----------

APRIL , 2000


You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.

Until , 2000 (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following are the estimated expenses in connection with the distribution of the securities being registered hereunder.

S.E.C. registration fee*......................                 $22,770
NASD filing fee*..............................                   9,125
NASDAQ-NMS application fee*...................                  95,000
Accounting fees and expenses..................                    **
Legal fees and expenses.......................                    **
Printing and engraving expenses...............                    **
Blue sky fees and expenses....................                    **
Transfer agent and registrar fees.............                    **
Miscellaneous expenses........................                    **
                                                                -------

Total..................................                        $  **
                                                                =======


* Actual fee ** To be supplied by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article SIXTH of the Amended and Restated Certificate of Incorporation of the registrant (the "Certificate") provides that, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law ( the "Delaware Law"), or any comparable successor law, as the same may be amended and supplemented from time to time, the registrant (i) may indemnify all persons whom it shall have power to indemnify under the Delaware Law from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the registrant or because he was serving the registrant or any other legal entity in any capacity at the request of the registrant while a director, officer, employee or agent of the registrant and
(iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The Certificate further provides that the indemnification and advancement of expenses provided for therein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The registrant has entered into indemnification agreements with all of its directors and executive officers prior to the consummation of the offering. These agreements provide that the directors and executive officers will be indemnified to the fullest possible extent permitted by the Delaware Law against all expenses (including attorneys' fees), judgments, fines, penalties, taxes and settlement amounts paid or incurred by them in any action or

II-1


proceeding, including any action by or in the right of the registrant or any of its subsidiaries or affiliates, on account of their service as directors, officers, employees, fiduciaries or agents of the registrant or any of its subsidiaries or affiliates, and their service at the request of the registrant or any of its subsidiaries or affiliates as directors, officers, employees, fiduciaries or agents of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

The registrant maintains liability insurance for its officers and directors, insuring them against certain losses arising from claims or charges made against them while acting in their capacities as officers or directors of the registrant.

Article EIGHTH of the Certificate provides that a director of the registrant shall not be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the Delaware Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware Law is amended to eliminate further or limit the personal liability of directors, then the liability of a director of the registrant shall be eliminated or limited to the fullest extent permitted by the Delaware Law, as so amended. Any repeal or modification of such provision of the Certificate by the stockholders of the registrant shall be prospective only and shall not adversely affect any right or protection of a director of the registrant existing at the time of such repeal or modification.

While the Certificate provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, the Certificate will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care. The provisions of the Certificate described above apply to an officer of the registrant only if he or she is a director of the registrant and is acting in his or her capacity as a director, and do not apply to officers of the registrant who are not directors.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

As of May 27, 1999, the registrant issued (giving retroactive effect to the 16,000 to one stock split on December 29, 1999) 14,640,000 shares of Common Stock to Kerry Adler, 3,840,000 shares of Common Stock to Laura Hantho, 2,880,000 shares of Common Stock to Hugh Cumming and 2,400,000 shares of Common Stock to Dan Walter in exchange for all of their interests in the Webhelp.com system architecture and the Webhelp.com business plan.

As of June 10, 1999, the registrant issued (giving retroactive effect to the 16,000 to one stock split on December 29, 1999) 240,000 shares of Common Stock to Shukie Halfon for $50,000.

As of December 29, 1999, for an aggregate purchase price of $8,000,000, the registrant issued 5,797,592 shares of Series A Convertible Preferred Stock ("Series A Stock") to InSight Capital Partners III, L.P., 1,436,168 shares of Series A Stock to InSight Capital Partners (Cayman) III, L.P. and 1,016,240 shares of Series A Stock to InSight Capital Partners (Co-Invest) III, L.P. and as of January 3, 2000, the registrant issued 4,781,250 shares of Series A Stock to W-W-H Investors LLC and 1,968,750 shares of Series A Stock to Imprimis SB LP.

As of December 31, 1999, the registrant issued 3,671,329 shares of Series B Preferred Stock to CIBC WMC Inc. for $30,000,000.

All of such issuances were made in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

The Exhibits required to be filed as part of this Registration Statement are listed in the attached Index to Exhibits.

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(b) Financial Statement Schedules

All schedules have been omitted because they are inapplicable or the information is provided in the Financial Statements, including the Notes thereto, included in the prospectus.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of its Certificate or By-Laws or the laws of the State of Delaware, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 21st day of March, 2000.

WEBHELP.COM INC.

By /s/ Kerry Adler
   ------------------------------------
   Kerry Adler
   President and Chief Executive Officer

POWER OF ATTORNEY

The registrant and each person whose signature appears below hereby appoints each of Kerry Adler and Laura Hantho as attorney-in-fact with full power of substitution, severally, to execute in the name and on behalf of the issuer and each such person, individually, and in each capacity stated below, one or more amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), as the attorney-in-fact acting in the premises deems appropriate and to file the same with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

       SIGNATURE                                       TITLE                            DATE
       ---------                                       -----                            ----
     /s/ Kerry Adler
------------------------------------
        Kerry Adler                   President, Chief Executive Officer and       March 21, 2000
                                      a Director (principal executive
                                      officer)
     /s/ Tom Cronin
------------------------------------
        Tom Cronin                    Chief Financial Officer (principal           March 21, 2000
                                      financial and accounting officer)
     /s/ Laura Hantho
------------------------------------
        Laura Hantho                  Chief Operating Officer and a Director

     /s/ Jeffrey Horing
------------------------------------
        Jeffrey Horing                Director                                     March 21, 2000

     /s/ Ramanan Raghavendran
------------------------------------
      Ramanan Raghavendran            Director                                     March 21, 2000

     /s/ Wes Nichols
------------------------------------
        Wes Nichols                   Director                                     March 21, 2000

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INDEX TO EXHIBITS

EXHIBIT NUMBER                                     DOCUMENT DESCRIPTION                                    SEQUENTIAL
--------------                                     --------------------                                     PAGE NO.
                                                                                                           -----------
 1.1*                Form of Underwriting Agreement........................................................

 3.1*                Amended and Restated Certificate of Incorporation.....................................

 3.3*                Amended and Restated By-Laws..........................................................

 4                   Amended and Restated Investor Rights Agreement dated as of December 31, 1999
                     among Webhelp.com Inc. and certain of its stockholders................................

 5*                  Opinion of Torys......................................................................

 10.1                Website Affiliation Agreement dated November 9, 1999 between 24/7 Media, Inc.
                     and the registrant....................................................................

 10.2*               Internet Services Agreement dated December 2, 1999....................................

 10.3*               Internet Services Agreement dated October 19, 1999....................................

 10.4*               Internet Services Agreement dated October 19, 1999....................................

 10.5*               Internet Services Agreement dated December 29, 1999 between eliance
                     Corporation and the registrant........................................................

 10.6*               Customer Agreement dated November 25, 1999 between NewChannel, Inc. and the
                     registrant............................................................................

 10.7*               Software License Agreement dated January, 2000 between iWare Technology Inc.
                     and the registrant....................................................................

 10.8                Hosting Agreement between eGain Communications Corporation and iSpoke.com
                     Inc., by assignment...................................................................

 10.9                Master Services Agreement dated November 9, 1999 between Exodus
                     Communications, Inc. and iSpoke.com Inc., by assignment...............................

 10.10               Lease Agreement dated November 1, 1999 between Interactive Executive Offices
                     Corp. and Webhelp Canada Inc., by assignment..........................................

 10.11*              Customer Support Services Agreement effective February 1, 2000 between
                     Microsoft Corporation and the registrant..............................................

 10.12*              Customer Support Services Agreement dated January 31, 2000 between Beenz.com
                     USA and the registrant................................................................


10.13              Employment Agreement dated December 29, 1999 between Kerry Adler and the
                   registrant............................................................................

10.14              Employment Agreement dated December 29,1999 between Laura Hantho and the
                   registrant............................................................................

10.15              Employment Agreement dated December 29, 1999 between Hugh Cumming and the
                   registrant............................................................................

10.16              Employment Agreement dated as of December 29, 1999 between Dan Walter and the
                   registrant............................................................................

10.17              Employment Agreement dated February 7, 2000 between Tom Cronin and
                   Webhelp Canada Inc....................................................................

10.18              1999 Long Term Incentive Plan.........................................................

10.19              Asset Purchase Agreement dated as of December 29, 1999 among eliance corporation,
                   the registrant and iSpoke.com Inc.....................................................

10.20              Share Escrow Agreement dated as of December 29, 1999
                   among eliance Corporation, the registrant, iSpoke.com Inc.
                   Kerry Adler, Laura Hantho, Hugh Cumming, Shukie Halfon
                   and Torys (formerly Tory Haythe)......................................................

21                 Subsidiaries of the registrant........................................................

23.1               Consent of Ernst & Young LLP..........................................................

23.2               Consent of Torys (contained in Exhibit 5).............................................

24                 Power of Attorney (See signature page)................................................

27                 Financial Data........................................................................


* TO BE FILED BY AMENDMENT.


Exhibit 4

Webhelp.com Inc.

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

This Agreement dated as of December 31, 1999 is entered into by and among Webhelp.com Inc., a Delaware corporation (the "Company"), those persons listed on Exhibit A (the "Preferred Stockholders"), eliance Corporation ("eliance") and Kerry Adler, Laura Hantho, Hugh Cumming, Dan Walter and Shukie Halfon (the "Founders").

RECITALS

WHEREAS, the Company and the Series A Preferred Stockholders have entered into a Series A Preferred Stock Purchase Agreement dated December 29, 1999, and the Company and the Series B Preferred Stockholder have entered into a Series B Preferred Stock Purchase Agreement of even date herewith (each, a "Purchase Agreement") and the Company has issued certain shares of capital stock of the Company to the Preferred Stockholders; and

WHEREAS, the Company, the Preferred Stockholders and the Founders desire to amend and restate that certain Investor Rights Agreement dated December 29, 1999 on the terms herein, to provide for certain arrangements with respect to (i) the registration of shares of capital stock of the Company under the Securities Act of 1933 and (ii) the Preferred Stockholders' right of first refusal with respect to certain issuances of securities of the Company, and to admit the Series B Preferred Stockholders as parties to this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

REGISTRATION RIGHTS

1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

"COMMON STOCK" means the common stock, $0.01 par value per share, of the Company.


"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

"INITIATING HOLDERS" means the Stockholders initiating a request for registration pursuant to Section 2.1(a).

"INITIAL PUBLIC OFFERING" means the initial underwritten public offering of shares of Common Stock pursuant to an effective Registration Statement.

"OTHER HOLDERS" means holders of securities of the Company (other than Stockholders) who are entitled by contract with the Company, to have securities included in a Registration Statement.

"PROSPECTUS" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

"REGISTRATION STATEMENT" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation).

"REGISTRATION EXPENSES" means the expenses described in
Section 2.4.

"REGISTRABLE SHARES" means (i) the shares of Common Stock issued or issuable upon conversion of the Shares issued to the Preferred Stockholders pursuant to the Purchase Agreements, (ii) any shares of Common Stock held by eliance or any Founder on the date hereof, (iii) any shares of Common Stock, and any shares of Common Stock issued or issuable upon the conversion or exercise of any other securities, acquired by the Preferred Stockholders pursuant to Section 3 of this Agreement, (iv) any shares of Common Stock held by eliance on the date hereof (including those held by Tory Haythe, as escrow agent) that are distributed by eliance to any of the Preferred Stockholders, and (v) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); PROVIDED, HOWEVER, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to a person or entity which, by virtue of Section 5 of this Agreement, is not entitled to the rights provided by this Agreement. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Shares, the determination of such percentage shall include shares of Common Stock issuable upon conversion of the Shares even if such conversion has not been effected.

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"SECURITIES ACT" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

"SELLING STOCKHOLDER" means any Stockholder owning Registrable Shares included in a Registration Statement.

"SHARES" shall have the meaning specified in Subsection 1.2 of the Purchase Agreement.

"STOCKHOLDERS" means the Preferred Stockholders, the Founders and any persons or entities to whom the rights granted under this Agreement are transferred by any Preferred Stockholders or Founders, their successors or assigns pursuant to Section 5 hereof.

2. REGISTRATION RIGHTS

2.1 REQUIRED REGISTRATIONS.

(1) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), (i) a Stockholder or Stockholders holding in the aggregate at least 20% of the Registrable Shares, (ii) eliance or (iii) a Stockholder or Stockholders holding in the aggregate at least 75% of the Series B Preferred Stock of the Company may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price).

(2) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(d) below.

(3) Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register (provided, however, that the Company will only be obligated to effect such registration on Form S-3 (or any successor form)).

(4) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information

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in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to
Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section 2.1, shall be reduced pro rata among the requesting Stockholders (including the Initiating Holders) based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that requested registration.

(5) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to
Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld.

(6) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a) initiated by eliance, one registration pursuant to Section 2.1(a) initiated by the holders of Series B Preferred Stock or two registrations pursuant to Section 2.1(a) initiated by Stockholders other than eliance or the holders of Series B Preferred Stock. For purposes of this
Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4).

(7) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

2.2 INCIDENTAL REGISTRATION.

(1) Whenever the Company proposes to file a Registration Statement on Form S-3 (other than a Registration Statement filed pursuant to the Initial Public Offering), it will, prior to such filing, give written notice to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to

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be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

(2) If the registration for which the Company gives notice pursuant to Section 2.2(a) is of a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to
Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors of the Company distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

2.3 REGISTRATION PROCEDURES.

(1) If and whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of any offer and sale of Registrable Shares under the Securities Act, the Company shall:

(1) file with the Commission a Registration Statement with respect to such offer and sale of Registrable Shares and use its reasonable best efforts to cause that Registration Statement to become effective as soon as possible;

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(2) as expeditiously as practicable prepare and file with the Commission any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the anti-fraud provisions thereof) and to keep the Registration Statement effective for 12 months from the effective date or such lesser period until all such Registrable Shares are sold;

(3) as expeditiously as practicable furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder;

(4) as expeditiously as practicable use its reasonable best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Selling Stockholder; PROVIDED, HOWEVER, that the Company shall not be required in connection with this paragraph (iv) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;

(5) as expeditiously as practicable, cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(6) promptly cause its transfer agent and registrar to take all appropriate steps with respect to all such Registrable Shares not later than the effective date of such registration statement;

(7) promptly make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement subject to their entering into customary confidentiality agreements;

(8) as expeditiously as practicable, notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; and

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(9) as expeditiously as practicable following the effectiveness of such Registration Statement, notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus.

(2) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to resume making offers of the Registrable Shares.

(3) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this
Section 2.3(c) to suspend sales of Registrable Shares for a period in excess of 60 days in any 365-day period.

2.4 ALLOCATION OF EXPENSES. The Company will pay all Registration Expenses for all registrations under this Agreement other than a registration initiated by eliance pursuant to Section 2.1 (for which eliance shall pay all Registration Expenses); PROVIDED, HOWEVER, that if a registration under
Section 2.1 is withdrawn at the request of the Initiating Holders (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and if the Initiating Holders elect not to have such registration counted as a registration requested under Section 2.1, the Initiating Holders shall pay the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Shares included in such registration. For purposes of this Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting

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discounts, selling commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders).

2.5 INDEMNIFICATION AND CONTRIBUTION.

(1) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Selling Stockholders selling such Registrable Shares, each underwriter of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such sale of Registrable Shares was registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. (1)

(2) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in

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conformity with information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Stockholder hereunder shall be limited to an amount equal to the proceeds, net of brokerage or underwriting commissions, to such Stockholder of Registrable Shares sold in connection with such registration.

(3) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party that shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice promptly as provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; PROVIDED FURTHER that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

(4) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.5 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Stockholders and the

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parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this
Section 2.5 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 2.5, (a) in no case shall any one Stockholder be liable or responsible for any amount in excess of the proceeds received by such Stockholder from the offering of Registrable Shares and (b) the Company shall be liable and responsible for any amount in excess of such proceeds, net of brokerage or underwriting commissions PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

2.6 OTHER MATTERS WITH RESPECT TO UNDERWRITTEN OFFERINGS. In the event that Registrable Shares are sold pursuant to a Registration Statement in an underwritten offering pursuant to Section 2.1, the Company agrees to (a) enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of the Company and customary covenants and agreements to be performed by the Company, including without limitation customary provisions with respect to indemnification by the Company of the underwriters of such offering; (b) use its reasonable best efforts to cause its legal counsel to render customary opinions to the underwriters with respect to the Registration Statement.

2.7 INFORMATION BY HOLDER. Each holder of Registrable Shares included in any registration shall furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification, listing or compliance referred to in this Agreement, including, without limitation, in connection with the NASD Rules of Fair Practice in an underwritten offering.

2.8 "STAND-OFF" AGREEMENT; CONFIDENTIALITY OF NOTICES. Each Stockholder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or other securities of the Company held by such Stockholder for a period of 180 days following the effective date of a Registration Statement; PROVIDED, that:

(1) such agreement shall only apply to the Initial Public Offering; and

(2) all officers and directors of the Company enter into similar agreements.

The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such 180-day period.

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Any Stockholder receiving any written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

2.9 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. The Company shall not, without the prior written consent of Stockholders holding at least a majority of the Registrable Shares then held by all Stockholders, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which grant such holder or prospective holder rights to include securities of the Company in any Registration Statement, unless (a) such rights to include securities in a registration initiated by the Company or by Stockholders are not more favorable than the rights granted to Other Holders under Section 2.2 of this Agreement, and (b) no rights are granted to initiate a registration, other than registration pursuant to a registration statement on Form S-3 (or its successor) in which Stockholders are entitled to include Registrable Shares on a pro rata basis with such holders based on the number of shares of Common Stock (on an as-converted basis) owned by Stockholders and such holders.

2.10 RULE 144 REQUIREMENTS. After the registration by the Company of a class of securities under Section 12 of the Exchange Act the Company agrees to:

(1) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(2) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (1)

(3) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements),
(ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

2.11 TERMINATION. All of the Company's obligations to register Registrable Shares under Sections 2.1 and 2.2 of this Agreement shall terminate five years after the closing of the Initial Public Offering.

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3. RIGHT OF FIRST OFFER

3.1 RIGHTS OF STOCKHOLDERS

(1) Except as set forth in Section 3.1 (g), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of its Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to each Stockholder a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Stockholder (A) a pro rata portion of the Offered Securities determined by dividing the aggregate number of shares of Common Stock then held by such Stockholder (giving effect to the conversion of all shares of convertible preferred stock then held) by the total number of shares of Common Stock then held by all Stockholders (giving effect to the conversion of all outstanding shares of convertible preferred stock) (the "Basic Amount") , and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Stockholders as such Stockholder shall indicate it will purchase or acquire should the other Stockholders subscribe for less than their Basic Amounts (the "Undersubscription Amount").

(2) To accept an Offer, in whole or in part, a Stockholder must deliver a written notice to the Company within 15 days of delivery of the written notice of the Offer described in Section 3.1 (a), setting forth the portion of the Stockholder's Basic Amount that such Stockholder elects to purchase and, if such Stockholder shall elect to purchase all of its Basic Amount, the Undersubscription Amount (if any) that such Stockholder elects to purchase (the "Notice of Acceptance"). If the Basic Amounts subscribed for by all Stockholders are less than the total of all of the Basic Amounts available for purchase, then each Stockholder who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; PROVIDED, HOWEVER, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all of the Basic Amounts available for purchase and the Basic Amounts subscribed for (the "Available Undersubscription Amount"), each Stockholder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Stockholder bears to the total Undersubscription Amounts subscribed for by all Stockholders, subject to rounding by the Board of Directors to the extent it deems reasonably necessary.

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(3) The Company shall have 90 days from the expiration of the period set forth in Section 3.1(b) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Stockholders (the "Refused Securities"), but upon terms and conditions substantially similar to the Offer and (including, without limitation, unit prices and interest rate spreads over prevailing interest rates) which are not more favorable, in the aggregate, to the acquiring person or persons or less favorable to the Company than those set forth in the Offer.

(4) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 3.1(c) above), then each Stockholder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Stockholder elected to purchase pursuant to Section 3.1(b) above multiplied by a fraction,
(i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Stockholders pursuant to Section 3.1(b) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Stockholder so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Stockholders in accordance with Section 3.1(a) above.

(5) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Stockholders shall acquire from the Company, and the Company shall issue to the Stockholders, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 3.1(d) above if the Stockholders have so elected, upon the terms and conditions specified in the Offer. The purchase by the Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholders of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Stockholders, the Company and their respective counsel.

(6) Any Offered Securities not acquired by the Stockholders or other persons in accordance with Section 3.1(c) above may not be issued, sold or exchanged until they are again offered to the Stockholders under the procedures specified in this Section 3.1.

(7) The rights of the Stockholders under this Section 3 shall not apply to:

(1) Common Stock issued as a stock dividend to holders of Common Stock or upon any subdivision or combination of shares of Common Stock;

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(2) the issuance of any shares of Common Stock upon conversion of convertible securities;

(3) the issuance of shares of Common Stock, or the grant of options therefor, including, without limitation, shares issued upon exercise of options outstanding on the date of this Agreement (such number to be proportionately adjusted in the event of any stock splits, stock dividends, recapitalizations or similar events occurring on or after the date of this Agreement) to officers, directors, consultants and employees of the Company or any subsidiary pursuant to any plan, agreement or arrangement approved by a vote of not less than a majority of the Board of Directors of the Company;

(4) securities issued solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity;

(1) Shares of Common Stock issued prior to December 31, 1999 in connection with acquisitions of companies or assets or licenses of assets or services to be provided by the sellers of such assets or the licensors;

(2) shares of Common Stock sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act.

3.2 TERMINATION. This Section 3 shall terminate upon the earlier of the following events:

(1) The sale of all or substantially all of the assets or business of the Company, by merger, sale of assets or otherwise; or (1)

(2) The closing of the Initial Public Offering.

4. TRANSFERS OF RIGHTS. This Agreement, and the rights and obligations of each Stockholder hereunder, may be assigned by such Stockholder to (i) any person or entity to which at least 250,000 Shares are transferred by such Stockholder, (ii) to Global Crossing or Pacific Capital pursuant to any transfer contemplated under Section 9.4 of the Company's Series B Preferred Stock Purchase Agreement, dated as of December 31, 1999, or (iii) to any partner or stockholder of such Stockholder to whom Registrable Shares are transferred, and such transferee shall be deemed a "Stockholder" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company, including a notice address for such transfer, and agrees in writing to be bound by this Agreement.

5. NEGATIVE COVENANTS. In addition to any other rights provided by law, so long at least 250,000 shares of Preferred Stock are outstanding, the Company shall not, without the prior written consent of a majority of the Preferred Stockholders:

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(1) Amend or repeal any material provision of, or add any material provision to, the Company's Certificate of Incorporation or By-Laws;

(2) Authorize or issue any new or existing class or classes of capital stock ranking as to dividends, liquidation or voting rights superior to or on a parity with any preference or priority of the Series A Preferred Stock, or any warrants or options (other than an option grant to an employee in the ordinary course of business approved by the Board of Directors;

(3) Reclassify any Common Stock into shares having any preference or priority as to dividends or liquidation superior to or on a parity with any such preference or priority over the Serires A Preferred Stock;

(4) Change accounting methods or policies in any material respect or change the Company's auditors;

(5) Declare any dividend;

(6) Issue long-term debt (including convertible securities); or

(7) Pledge assets, except in connection with indebtedness incurred in the normal course of the Company's business.

6. GENERAL.

(1) SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(2) SPECIFIC PERFORMANCE. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Stockholder and the Company shall be entitled to specific performance of the agreements and obligations of the other parties hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

(3) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof).

(4) NOTICES. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid or

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(ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to the Company, at One Dundas Street West, Suite 2500, P.O. Box 84, Toronto, Ontario M5G 1Z3, Attention: President, or at such other address or addresses as may have been furnished in writing by the Company to the Series A Preferred Stockholders, with a copy to 79 Wellington Street West, Suite 3000, P.O. Box 270, Toronto, Ontario M5K IN2, Attention: Jay Duffield, Esq.

If to a Preferred Stockholder, at his or its address set forth on EXHIBIT A, or at such other address or addresses as may have been furnished to the Company in writing by such Preferred Stockholder, with a copy to Hale and Dorr LLP, 60 State Street, Boston, MA 02109, Attention: Edward Young, Esq. in the case of a Serires A Preferred Stockholder, or with a copy to Mayer, Brown & Platt, 1675 Broadway, New York, NY 10019, Attention: Mark S. Wojciechowski in the case of the Serires B Preferred Stockholder.

If to Founder, at his or her address set forth below his or her signature to the Agreement, or at such other address or address as have been furnished in writing by the Founder of the Company.

Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

(5) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

(6) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of at least 66% of the Registrable Shares held by all of the Stockholders; PROVIDED, that this Agreement may be amended with the consent of the holders of less than all Registrable Shares only in a manner which affects all such holders in the same fashion. Any such amendment, termination or waiver effected in accordance with this Section 6(f) shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

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(7) PRONOUNS. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(8) COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

(9) SECTION HEADINGS. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

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[COUNTERPART SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT]

Executed as of the date first written above.

COMPANY

WEBHELP.COM INC.

By: /s/ Kerry Adler
   --------------------------------------------
Name:
Title:

PURCHASERS

INSIGHT CAPITAL PARTNERS III, L.P.

By: Insight Venture Associates III, LLC
Its General Partner

By: /s/ Jeffrey Horing
   ---------------------------------------
Name:      Jeffrey Horing
Title:     Managing Member

INSIGHT CAPITAL PARTNERS III-COINVESTORS, L.P.

By: Insight Venture Associates III, LLC
Its General Partner

By: /s/ Jeffrey Horing
   ---------------------------------------
Name:      Jeffrey Horing
Title:     Managing Member

INSIGHT CAPITAL PARTNERS III-CAYMAN, L.P.

By: Insight Venture Associates III, LLC
Its General Partner

By: /s/ Jeffrey Horing
   ---------------------------------------
Name:      Jeffrey Horing
Title:     Managing Member


W-W-H Investors LLC

By: /s/ Robert Holtz
   --------------------------------------------
Name:
     ------------------------------------------

Title:
      -----------------------------------------

Imprimis SB LP

By: /s/ Robert Holtz
   --------------------------------------------

CIBC WMC INC.

By: /s/ David Kassie
   --------------------------------------------
     Name:
     Title:

FOUNDERS

 /s/ Kerry Adler
-----------------------------------------------
Kerry Adler
Address:
        ---------------------------------------
        ---------------------------------------
        ---------------------------------------

 /s/ Laura Hantho
-----------------------------------------------
Laura Hantho

Address:


  /s/ Hugh Cumming
-----------------------------------------------
Hugh Cumming
Address:
        ---------------------------------------
        ---------------------------------------
        ---------------------------------------


 /s/ Dan Walter
-----------------------------------------------
Dan Walter
Address:
        ---------------------------------------
        ---------------------------------------
        ---------------------------------------

 /s/ Shukie Halfon
-----------------------------------------------
Shukie Halfon
Address:
        ---------------------------------------
        ---------------------------------------
        ---------------------------------------

1391343 Ontario Limited

By: /s/ Ralph Soberano
   --------------------------------------------
   Ralph Soberano
   Title:
   Address:

ELIANCE CORPORATION

By: /s/ Jeffrey Farstad
   --------------------------------------------
Its:
    -------------------------------------------


EXHIBIT A

PREFERRED STOCKHOLDERS

NAME AND ADDRESS

InSight Capital Partners (Co-Invest) III, L.P. 122 East 42nd Street, Suite 2400
New York, NY 10168

InSight Capital Partners (Cayman) III, L.P. 122 East 42nd Street, Suite 2400
New York, NY 10168

InSight Capital Partners (Co-Invest) III, L.P. 122 East 42nd Street, Suite 2400
New York, NY 10168

W-W-H Investors LLC
411 W. Putnam Ave.
Greenwich, CT 06830

Imprimis SB LP
411 W. Putnam Ave.
Greenwich, CT 06830

CIBC WMC Inc.
425 Lexington Avenue

New York, NY 10017


Exhibit 10.1

[LOGO]

24/7 MEDIA INC.

WEBSITE AFFILIATION
AGREEMENT

Master Affiliation Agreement, dated November 9, 1999 (the "Agreement") between Webhelp.com Inc. (the "Affiliate"), with an address set forth on the signature page hereto, and 24/7 Media, Inc., a Delaware corporation with an address at 1250 Broadway, 28th floor, New York, NY 10001, that operates the 24/7 Network for which it solicits Advertisers regarding the placement of Advertising for display on Pages and to which the Tags can be affixed as provided herein.

The Affiliate and 24/7 wish to enter into the relationship as set out in this Agreement. All capitalized terms used in the Agreement and any exhibit attached to the Agreement have the meanings set forth in Section A below.

In consideration of the foregoing, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

SECTION A. DEFINITIONS

1. "Advertisers" means advertisers, advertising agencies, sponsors, promotional partners, media buying services or other similar entities that, whether directly or through its advertising agency, promote itself, its brands or its products or services.

2. "Advertising" or "Advertisements" means the material that promotes a brand or a product or a service through advertising banners, text links, buttons, jump pages and similar promotional devices as well as all elements of a sponsorship or promotion.

3. "Advertising Sales Revenue" means the revenue generated by 24/7 from the sale of Advertising on the Web Site(s).

4. "Affiliate" means the party listed on the signature page hereto that is the operator and owner of the Web Site(s) specified on the signature page hereto.

5. "Affiliate Technology" means all hardware, software, programs, codes, trade names, technology, intellectual property, licenses, patents, trademarks, copyrights, trade secrets, know-how, and processes used by Affiliate under this Agreement.

6. "Agreement" means this Agreement and any exhibits attached hereto, as the same may be amended, supplemented or modified in accordance with the terms hereof.


7. "Appended Data" means the demographic or other information owned by 24/7 that is attached or appended to the Registration Data for use in the Database.

8. "Bad Debt" means receivables for billed Net Advertising Sales Revenue in which collection has not been made and, in accordance with the criteria set by 24/7, is deemed uncollectable.

9. "CPM" means the dollar cost per thousand Advertisements or impressions with respect to Advertising sold by 24/7 to an Advertiser.

10. "Database" means 24/7's Profilz(TM) co-operative database of Internet users that compiles demographic and other information of Internet users for the purposes of delivering profile-targeted Advertising to Internet users.

11. "DMA" means the Direct Marketing Association.

12. "E-Commerce Service" means the "click2buy.com" e-commerce service and/or other e-commerce services owned by 24/7.

13. "Effective Date" means the date first written above.

14. "Net Advertising Sales Revenue" means the Advertising Sales Revenue, less any advertising agency commissions retained by the advertising agency or paid by 24/7 to the advertising agency.

15. "Pages" means the pages, screens, and other segments or spaces on the Web site(s).

16. "Registration Data" means the information and data gathered by Affiliate pertaining to its Internet users of its web site for use in the Database.

17. "Royalty" means the payment by 24/7 to Affiliate comprised of the Affiliate's portion of Net Advertising Revenue as set forth in Section C.3. of this Agreement.

18. "Tag(s)" means a unique tag, or graphical element in a fixed location on a Page designed for the delivery of Advertising, in HTML/Java or other appropriate languages that are affixed appropriately by Affiliate to the Web Site's Pages to enable 24/7 to serve Advertising to those Pages.

19. "Term" means the term of this Agreement, as determined pursuant to Section C.4. of this Agreement.

20. "24/7" means 24/7 Media, Inc., a Delaware corporation, and its subsidiaries.

21. "24/7 Data" means the data, names, phone numbers, addresses and other information collected by 24/7 from the registration of users on the 24/7 Network, the 24/7 Mail Network or the Database or other sources.

22. "24/7 Mail Network" means the network of email lists for which 24/7 solicits Advertisers regarding the placement of Advertising for display in messages distributed to email lists;

23. "24/7 Network" means the network of Internet Web sites for which 24/7 solicits Advertisers regarding the placement of Advertising for display on Pages.

24. "24/7 Technology" means all hardware, software, programs, codes, trade names, technology, intellectual property, licenses, patents, trademarks, copyrights, trade secrets, know-how, and processes used by 24/7 under this Agreement.

25. "Web Site(s)" means Internet Web site(s) owned by Affiliate specified on the signature page hereto.

2 Page 2


SECTION B. SCOPE OF AGREEMENT

The Affiliate hereby grants to 24/7 the worldwide exclusive right to sell all Advertising on the Web Site(s).

SECTION C.
TERMS

1. Obligations of Affiliate, The Affiliate represents, warrants, covenants and agrees:

A. to use its best efforts to maintain the Web Site and the Web Site's Pages in a manner consistent with the intent and purpose of the Web Site as at the date first written above;

B. to insert the Tags on each of the Web Site's Pages in such a manner as to assure that the Advertising to be affixed to said Tag is fully and clearly visible on the first Web Site Page viewed when that Page is viewed at a 640 x 480 pixel resolution;

C. to insert a button with the 24/7 logo on the Web Site's home page directing potential advertisers to the 24/7 web site.

D. to notify 24/7 within one business day from the time of notice when any new Advertising is given of the Affiliate's rejection of any new Advertising. Failure to provide timely notice of rejection of the new Advertising shall be deemed acceptance thereof, until such time as Affiliate notifies 24/7 of Affiliate's rejection thereof, at which time 24/7 will use its best efforts to remove the Advertising;

E. to furnish 24/7 with all subscribership, viewership, inventory, and usage reports, reviews and audience studies, deliveries, census requirements, and any other information regarding the Web Site and the Web Site's Pages as is reasonably available to the Affiliate and appropriate for use by 24/7 for the sale of Advertising, provided, that such reports are subject to the confidentiality obligations of the parties set forth in this Agreement;

F. not to engage, contract with, license or permit any person, firm or entity (including the Affiliate and its employees) other than 24/7 and its employees to sell, or represent the Affiliate for the sale of, Advertising on the Web Site and to refer all advertising inquiries to 24/7.

2. Obligations of 24/7 Media, Inc. 24/7 represents, warrants, covenants and agrees:

A. to provide the Affiliate, during the Term and only for use in the performance of this Agreement, with unique Tags;

B. to utilize its best efforts to solicit and sell to Advertisers' Advertising on the Web Site's Pages, (including sales of the Web Site as a single site, through multi-site packages and through the 24/7 Network package) at such prices as 24/7 shall deem appropriate;

C. to deliver and serve Advertising to the Web Site's Pages;

D. to provide the Affiliate with notice, via on-line posting or email, of new Advertising that has been solicited by 24/7 to be displayed on the Web Site's Pages, and to honor any decision by Affiliate to decline any Advertising, in accordance with the provisions in
Section C.1.D of this Agreement;

3 Page 3


E.    to provide the Affiliate with real-time access to records that will
      allow it to monitor the volume of paid Advertising delivered to the
      Web Site's Pages and the revenue earned (subject to billing
      corrections and accounting adjustments) thereby, provided, that such
      records are subject to the confidentiality obligations of the
      parties set forth in this Agreement; all such records, including
      data, statistical information or other traffic analysis, produced or
      provided by 24/7 shall be the joint property of 24/7 and Affiliate;

F.    to deliver to the Affiliate a monthly statement ("Statement")
      showing the Royalty earned by Affiliate during the calendar month
      and any sum(s) due the Affiliate on account thereof pursuant to
      Section C.3. of this Agreement; each Statement shall be final and
      binding on the Affiliate, unless the Affiliate objects in writing
      thereto within 60 days of receipt of the relevant Statement;
      notwithstanding the foregoing, 24/7 shall not be responsible for
      uncollectable or Bad Debts of Advertisers nor any default on the
      part of Advertisers; and

G.    to maintain suitable and qualified personnel in administrative,
      sales and technical positions necessary for 24/7 to perform
      effectively the terms of this Agreement.

3. Payments.

A. Advertisers shall be directed to pay to 24/7 all cash and other consideration generated from the sale of Advertising by 24/7 during the term of this Agreement and for a period of six months following the termination of this Agreement (except for sponsorships, with respect to which payments shall be made to 24/7 and a percentage shall be retained by 24/7 for the duration of the sponsorship regardless of the date of termination of this Agreement).

B. 24/7 shall deliver to Affiliate the Royalty on the terms and conditions set forth in Section C.3.C. of this Agreement, provided that 24/7 may retain the amount due to Affiliate until the Royalty due Affiliate exceeds $50 in the aggregate.

C. 24/7 shall pay to the Affiliate the Royalty equal to the Affiliate's entire share of the Net Advertising Sales Revenue earned during that month (after accounting adjustments) and collected by 24/7 pursuant to the related invoicing, and 24/7 shall retain 30%

D. The Affiliate may elect to have 24/7 serve promotional or barter advertisements not sold by 24/7, for which Affiliate will pay 24/7 a serving fee of $2.50 CPM; such advertisements shall not exceed thirty percent (30%) of the Pages.

F. In the event any Advertiser remits any payment for Advertising directly to the Affiliate rather than to 24/7, the Affiliate agrees to make prompt payment to 24/7 of any and all such payments.

F. Affiliate agrees that it is obligated to compensate 24/7 on any business contracted with 24/7 Media prior to termination date.

4. Term.

A. The Term of this Agreement will commence on the Effective Date, will continue for one year from the Effective Date, and will renew automatically for additional periods of one year, unless otherwise terminated pursuant to the terms of this Agreement. Either party may terminate the Agreement by giving written notice to the other party no earlier than eight months after the Effective Date. Termination will be effective four (4) months after the date on which written notice is given, provided that notice is given pursuant to the terms of Section C.13. of this Agreement, to the other party.

B. Notwithstanding Section C.4.A. of this Agreement, this Agreement may be terminated by either party on 60 days' prior written notice to the other party upon the occurrence of a material breach by the other party of any covenant, duty or undertaking herein, which material

4 Page 4


      breach continues without cure for a period of 30 days after written
      notice of such breach is received by the breaching party from the
      non-breaching party.

C.    Notwithstanding Section C.4.A. or C.4.B. of this Agreement, this
      Agreement may be terminated by 24/7 on written notice to the
      Affiliate upon the occurrence of a breach by Affiliate of its
      covenants under Section C.7. of this Agreement, which breach
      continues without cure for a period of more than 48 hours after
      written notice of such breach is received by Affiliate from 24/7, or
      which breach occurs on more than two occasions; and 24/7 shall have
      the right and option to de-activate the Tags on the Pages or to
      adjust the royalty due to Affiliate set forth in Section C.3. of
      this Agreement upon the occurrence of a breach of Section C.7.C. of
      this Agreement, which breach continues without cure for a period of
      more than 48 hours after which written notice of such breach is
      received by Affiliate from 24/7.

D.    Notwithstanding Section C.4.A. or C.4.B. of the Agreement, the
      Agreement may be terminated by 24/7 on 30 days' prior written notice
      to the Affiliate if the number of available Pages in any two
      consecutive months is less than one million average per month or if
      the average click-through rate for the Advertisements served on the
      Web Site(s) for any three-month period is less than 0.25%.

E.    Affiliate further covenants and agrees that the maximum rotation
      rate of advertising displayed on the Web Site will not exceed one
      banner every sixty seconds; and if such rate is exceeded, then 24/7
      shall have the right and option to terminate the Agreement if such
      breach continues without cure for a period of more than 48 hours
      after written notice of such breach is received by Affiliate from
      24/7 of such breach, or which breach occurs on more than two
      occasions.

5. Intellectual Property.

A. The 24/7 Technology will remain the sole property of 24/7 and Affiliate will have no rights, title or interest in the 24/7 Technology. The Affiliate Technology will remain the sole property of Affiliate and 24/7 will have no rights, title or interest in the Affiliate Technology. Upon the expiration or termination of this Agreement, each party agrees that it will promptly return all information, documents, manuals and other materials belonging to the other party except as otherwise provided in this Agreement or any exhibits hereto.

B. Upon termination or expiration of this Agreement. 24/7 will retain ownership of and all rights, title and interest in the 24/7 Data, with the exception of the rights granted Affiliate pursuant to 2E and 2F.

6. Confidentiality, 24/7 and Affiliate covenant to each other that neither party will disclose to any third party (other than its employees and directors, in their capacity as such, and the employees and directors of any affiliate on a need to know basis so long as they are bound by the terms of this Agreement) any information regarding the terms and provisions of this Agreement or any nonpublic confidential information, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary", except (i) to the extent necessary to comply with any law or valid order of a court of competent jurisdiction (or any regulatory or administrative tribunal), in which event the party so complying shall so notify the others as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information, if available; (ii) as part of its normal reporting or review procedure to its auditors or its attorneys, as the case may be, so long as they are notified of the provisions of this Agreement; (iii) in connection with any filing with any governmental body or as otherwise required by law, including the federal securities laws and any applicable rules and regulations of any stock exchange or quotation system; and (iv) in a confidential disclosure made in connection with a contemplated financing, merger, consolidation or sale of capital stock of 24/7 or the Affiliate. Information which is or should be reasonably understood to be confidential or proprietary includes, but is not limited to, information about the 24/7 Network, the 24/7 Mail Network, the Database, the E-Commerce Service, sales, cost and other unpublished financial information, product and business plans, projections, marketing data, and sponsors, but shall not include information (a) already lawfully known to or independently developed by a party, (b)

5 Page 5


            disclosed in published materials, (c) generally known to the public,
            (d) lawfully obtained from any third party or (e) required to be
            disclosed by law.

7.    Content of Web Site.

      A.    Affiliate covenants and agrees not to knowingly include or provide
            via the Web Site, and agrees to remove from the Web site any
            material that is : (i) libelous, pornographic, obscene, or
            defamatory under any federal or state law; (ii) an infringement of
            any third party's intellectual property rights (including copyright,
            patent, trademark, trade secret or other proprietary rights); or
            (iii) an infringement on any third party's rights of publicity or
            privacy. Affiliate further covenants and agrees, with respect to the
            operation of its Web Site and its Pages, to comply with all laws,
            statutes, ordinances, and regulations.

      B.    Affiliate agrees to place prominently on its Web Site(s) and to
            operate in accordance with and to comply with a privacy statement or
            policy that adheres to or exceeds widely-accepted industry
            guidelines, such as the TRUSTe Privacy Program, the Better Business
            Bureau Privacy Practices or the DMA-accepted privacy statements.
            Affiliate agrees to provide a text-link or hyper-link on its Web
            Site(s) to the privacy policy of 24/7 posted on its main web site at
            www.247media.com. Affiliate agrees to continuously monitor and
            enhance its privacy policy and the management and use of information
            collected from Internet users to conform to industry standards for
            the Term.

      C.    Affiliate agrees not to include or provide via the Web Site or the
            Pages (or in any chat room directly or indirectly connected
            therewith) any language, content or material that is or may
            reasonably be considered to be a direct or indirect incentive aimed
            at a user to repetitively click on Advertising that is displayed on
            the Web Site and receive, as consideration for such clicks, cash,
            cash equivalents or other tangible benefit; and Affiliate agrees not
            to take any action or encourage any conduct in relation to its Web
            Site or Pages that is or may reasonably be considered adverse to the
            interests of Advertisers that advertise on the Web Site.

8.    Indemnification.

      A.    Affiliate shall indemnify and hold harmless 24/7, its advertisers
            and other suppliers and any related third parties, against and in
            respect of any and all third party claims, suits, actions,
            proceedings (formal and informal), investigations, judgments,
            deficiencies, damages, settlements, liabilities, and legal and other
            expenses (including reasonable legal fees and expenses of attorneys
            chosen by 24/7) as and when incurred, arising out of or based upon
            any act or omission or alleged act or alleged omission by Affiliate
            in connection with the acceptance of, or the performance or
            non-performance by Affiliate of, any of its duties under this
            Agreement or arising from the breach by Affiliate of its warranties,
            representations or covenants contained in this Agreement. Affiliate
            shall promptly notify 24/7 of all claims and proceedings related
            thereto of which Affiliate becomes aware.

      B.    24/7 shall indemnify and hold harmless the Affiliate, against and in
            respect of any and all third party claims, suits, actions,
            proceedings (formal and informal), investigations, judgments,
            deficiencies, damages, settlements, liabilities, and legal and other
            expenses (including reasonable legal fees and expenses of attorneys
            chosen by Affiliate) as and when incurred, arising out of or based
            upon any act or omission or alleged act or alleged omission by 24/7
            in connection with the acceptance of, or the performance or
            non-performance by 24/7 of, any of its duties under this Agreement
            or arising from the breach by 24/7 of its warranties,
            representations or covenants contained in this Agreement. 24/7 shall
            promptly notify Affiliate of all claims and proceedings related
            thereto of which 24/7 becomes aware.

9.    Affiliate Representations and Acknowledgements. Affiliate represents,
      warrants and acknowledges the following:


6                                    Page 6


A. that Affiliate has the authority to enter into this Agreement and to perform its obligations hereunder, that it has the right to grant the rights granted to 24/7 hereunder, and that it has the authority to make the Web Site and the Pages available for Advertising.

B. that 24/7 has an ownership interest in the E-Commerce Service and that the E-Commerce Service includes the placement of Advertising and promotional banners on the 24/7 Network, generally on a basis and on terms no more favorable to click2buy.com than would be made available to a party not affiliated with 24/7. Affiliate has the option to reject Advertising that employs the E-Commerce Service.

C. that 24/7 owns and operates the Database and that the Affiliate understands and agrees that the payment in respect of Advertising sold that employs the Database shall be calculated by subtracting from the gross revenue generated from the delivery of Advertising an advertisers' fee for the use of the Database, which advertisers' fee shall be disclosed to the Affiliate prior to the commencement of this Agreement, shall reasonably reflect 24/7's cost of developing and operating the Database and may change from time to time. Affiliate has the option to reject Advertising that employs the Database.

D. that 24/7 is acting solely as a conduit distributor and marketer of the Advertising and that it has no responsibility for the content of the Advertising and/or the Web Site(s)

10. No Poaching. Affiliate agrees that, during the Term and for a period of one year from the end of the Term, neither it nor its affiliates will solicit or recruit the services of any 24/7 employees, or hire any such employees.

11. Amendment and Waiver; Successors and Assigns. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedy that may be available to the parties at law, in equity or otherwise. This Agreement shall not be amended, waived, modified, assigned or transferred except by a written consent to that effect signed by Affiliate and 24/7, provided, that 24/7 may transfer or assign this Agreement without the consent of Affiliate in the event of a merger of 24/7 with, or a sale or all or substantially all of its assets to, a third party. This Agreement shall inure to the benefit of and be binding on the successors and permitted assigns of the parties hereto. Affiliate agrees that if it assigns or transfers this Agreement, it shall cause such successor, assignee, or transferee to assume all of the Affiliate's obligations hereunder. Any assignment, transfer, or assumption shall not relieve the Affiliate of liability hereunder.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed therein, without regard to principles of conflicts of laws.

13. Notices All notices required or permitted to be given under this Agreement shall be in writing and either hand-delivered, telecopied, mailed by certified first class mail, postage prepaid, or sent via electronic mail to the other party or parties hereto at the address(es) set forth on the signature page to this Agreement. A notice shall be deemed given when delivered personally, when the telecopied notice is transmitted by the sender, three business days after mailing by certified first class mail, or on the delivery date if delivered by electronic mail.

14. Entire Agreement This Agreement constitutes the entire agreement and supersedes all prior agreements of the Parties with respect to the transactions set forth herein and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

7 Page 7


16.   Force Majeure. Neither party shall be held liable or responsible to the
      other party nor be deemed to have defaulted under or breached this
      Agreement for failure or delay in fulfilling or performing any term of
      this Agreement when such failure or delay is caused by or results from
      causes beyond the reasonable control of the affected party, including but
      not limited to fire, floods, failure of communications systems or
      networks, embargoes, war, acts of war (whether war is declared or not),
      insurrections, riots, civil commotion, strikes, lockouts or other labor
      disturbances, acts of God or acts, omissions or delays in acting by any
      governmental authority or the other party; provided, however, that the
      party so affected shall use reasonable commercial efforts to avoid or
      remove such causes of nonperformance, and shall continue performance
      hereunder with reasonable dispatch whenever such causes are removed.
      Either party shall provide the other party with prompt written notice of
      any delay or failure to perform that occurs by reason of force majeure.
      The parties shall mutually seek a resolution of the delay or the failure
      to perform as noted above.

17.   Severability. Should one or more provisions of this Agreement be or become
      invalid, the parties hereto shall substitute, by mutual consent, valid
      provisions for such invalid provisions which valid provisions in their
      economic effect are sufficiently similar to the invalid provisions that it
      can be reasonably assumed that the parties would have entered into this
      Agreement with such valid provisions. In case such valid provisions cannot
      be agreed upon, the invalidity of one or several provisions of this
      Agreement shall not affect the validity of this Agreement as a whole,
      unless the invalid provisions are of such essential importance to this
      Agreement that it is to be reasonably assumed that the parties would not
      have entered into this Agreement without the invalid provisions.

18.   Dispute Resolution. Any controversy or claim arising out of or relating to
      the Agreement, or the breach thereof, shall be settled exclusively by
      arbitration. Such arbitration shall be conducted before a single
      arbitrator in accordance with the Commercial Arbitration Rules of the
      American Arbitration Association then in effect. If arbitration is
      commenced by 24/7, it shall take place in the city in the continental
      United States in which the principal U.S.A. corporate offices of Affiliate
      are located. If Affiliate has no corporate offices in the U.S.A. or if
      arbitration is commenced by Affiliate, then arbitration shall take place
      in New York, New York. Judgment may be entered on the arbitrator's award
      in any court having jurisdiction, and the parties irrevocably consent to
      the jurisdiction of such courts for that purpose. The parties waive
      personal service in connection with any such arbitration; any process or
      other papers under this provision may be served outside the home state of
      Affiliate or New York by registered mail, return receipt requested, or by
      personal service, provided a reasonable time for appearance or response is
      allowed. All decisions of the arbitrator shall be final and binding on the
      parties. The parties shall equally divide all costs of the American
      Arbitration Association and the arbitrator. Each party shall bear its own
      legal fees in any dispute. The arbitrator may grant injunctive or other
      relief.

19.   LIMITATION OF LIABILITY; DISCLAIMER. IN NO EVENT SHALL EITHER PARTY BE
      LIABLE TO THE OTHER PARTY FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL,
      PUNITIVE, CONSEQUENTIAL OR LOST PROFIT DAMAGES, EVEN IF ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES. 24/7 MAKES NO WARRANTIES OF ANY KIND TO ANY
      PERSON WITH RESPECT TO THE AD SERVING SYSTEM USED TO DELIVER ADVERTISING
      OR ANY ADVERTISING OR DATA SUPPLIED HEREBY, INCLUDING ANY IMPLIED WARRANTY
      OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

20.   Independent Contractors. 24/7 and Affiliate shall each act as independent
      contractors. Neither party shall exercise control over the activities and
      operations of the other party. 24/7 and Affiliate shall each conduct all
      of its business in its own name and as it deems fit, provided it is not in
      derogation of the other's interests. Neither party shall engage in any
      conduct inconsistent with its status as an independent contractor, have
      authority to bind the other with respect to any agreement or other
      commitment with any third party, nor enter into any commitment on behalf
      of the other, except as expressly provided for by this Agreement.

21.   Publicity. None of the parties hereto shall issue a public announcement or
      press release concerning this Agreement or the terms hereof without the
      prior written approval by the other party hereto


8                                 Page 8

      (which approval shall not be unreasonably withheld or delayed); provided,
      however, that nothing in this Agreement shall restrict any party from
      disclosing information that is already publicly available, except as a
      result of a breach of the confidentiality obligations of this Agreement.

                               [END OF TEXT]


9                                 Page 9


[SIGNATURE PAGE TO MASTER AFFILIATION AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 9 day of November, l999.

24/7 MEDIA, INC.
1250 Broadway, 28th floor
New York, New York 10001

By: /s/ Thomas [ILLEGIBLE]
   --------------------------------
   Name:  Thomas [ILLEGIBLE]
   Title: V.P. [ILLEGIBLE]

E-mail address: [email protected]

AFFILIATE:

Name of Web Site: Webhelp.com

URL of Web Site: www.webhelp.com

Corporate Name of
Web Site owner: Webhelp.com Inc.

Address: 1 Dundas Street West

25th Floor
Toronto, Ontario, Canada

Fax No.: 416-260-4710

By: /s/ Kerry E. Adler
   --------------------------------
   Name: Kerry E. Adler
        ---------------------------
   Title: President & CEO
         --------------------------

E-mail address: [email protected][ILLEGIBLE].com

10 Page 10


INSERTION ORDER - TERMS AND CONDITIONS

Section 1. Obligations, Representations and Warranties of Parties; Indemnification.

A. Advertiser acknowledges chat the sole obligation of 24/7 Media, Inc. ("24/7 MedIa") is to display an advertising banner, text link or advertisement or other creative (the "Creative") delivered by Advertiser to 24/7, which advertising Creative conforms to the specifications set forth herein and elsewhere in the insertion order (the insertion order and these Terms and Conditions are referred to collectively herein as the "Agreement"). Advertiser is solely responsible for any and all liability, loss, cost, claim or expense arising out of or relating to the Creative and/or the Advertiser Web Content
(defined below). In this regard, Advertiser warrants and represents that (i)
Advertiser owns and/or has the right and authority to permit the use, reproduction, distribution and transmission of the Creative by 24/7 Media; (ii) the Creative and any content and/or services linked to the Creative ("Advertiser Web Content") are factually accurate and do not contain any fraudulent or deceptive materials, or material which misrepresents, ridicules or attacks an individual or group on the basis of age, color, national origin, race, religion, sex, sexual orientation or handicap; (iii) the Creative does not promote or make claims that are not easily provable, nor does it falsify the product or message being communicated; and (iv) the use, reproduction, distribution, or transmission of the Creative will not, and the Advertising Web Content does not, violate any foreign or domestic, federal, state or local law or regulation, or any rights of any third party, including, but not limited to, any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, or constitute false advertising, unfair competition, defamation, invasion of privacy or rights to celebrity, or any other right of any person or entity.

B. Advertiser agrees to indemnify 24/7 Media and its affiliates and to hold 24/7 Media and its affiliates harmless from and against any and all liability, loss, damage, claim and, expense, including reasonable legal fees and expenses that may be incurred by 24/7 Media and its affiliates, arising out of or related to Advertisers breach of, or the untruth of. any of the foregoing representations and warranties or any obligation hereunder or Advertisers part to be performed.

Section 2. Payment; Measurement.

A. Payment terms are Net 30 days from the date of invoice for advertisers extended credit, otherwise full payment is due upon acceptance of this order. Advertisers will be invoiced at least monthly during the term of the agreement.

B. Performance tracking and measurement of all Creative will be measured by 24/7 Media (or its third-party affiliate). In the event of a discrepancy between 24/7 Media and Advertiser, all performance tracking data of 24/7 Media will control and govern the terms of this Agreement.

Section 3. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL 24/7 MEDIA BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT 24/7 MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN. 24/7 MEDIA SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL AMOUNT PAID TO 24/7 MEDIA BY ADVERTISER UNDER THIS AGREEMENT. 24/7 MEDIA MAKES NO REPRESENTATION, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING 24/7 MEDIA'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 24/7 MEDIA SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE CREATIVE AND (II) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE CREATIVE ON THE 24/7 MEDIA NETWORK.

Section 4. Rejection of Creative; Cancellation.

A. 24/7 Media reserves the right to reject any advertising which is not, in its sole discretion, consistent with 24/7 Media's standards.

B. In addition, 24/7 Media shall have the right, at any time, to remove any of Advertisers advertising if 24/7 Media determines, in its sole discretion, that the Creative, Advertiser Web Content or any portion thereof (i) violates 24/7 Media's then applicable advertising policy, or (ii) is otherwise objectionable to 24/7 Media, in which event 24/7 Media shall refund to Advertiser a pro rata portion of the fee which Advertiser has paid to 24/7 Media for display of the Creative (if Advertiser has paid 24/7 Media a flat fee).

C. If, for any reason, 24/7 Media must cancel this Agreement within the dates of the Campaign (as set forth in the insertion order) then 24/7 Media will deliver to Advertiser a written notice of cancellation. In the event of such a cancellation, Advertiser will only be responsible for payment up until the cancellation date (as set forth in the notice). Should the level of impressions at the date of cancellation be lower than as set forth in the insertion order, Advertiser will be responsible for payment based on the planned number of impressions set forth in the insertion order.

Section 5. Miscellaneous.

A. 24/7 Media and Advertiser are independent contractors, and neither 24/7 Media nor Advertiser is an agent, representative or partner of the other. 24/7 Media may terminate this Agreement at any time in the event of material breach of this Agreement by Advertiser.

B. Advertiser understands that once the Creative is made available, it will not be changed or modified in any way and there shall be no refunds or pro-ration of rates even if Advertiser elects to discontinue display of the Creative prior to expiration of the advertising term, except as expressly provided herein. Advertising rates are subject to change by 24/7 Media from time to time; any rate changes will apply to any additional advertising services requested by Advertiser after such rate change.

C. Acceptance of this insertion order is subject to review of 24/7 management, and is not a granting of credit.

D. This Agreement sets forth the entire agreement between Advertiser and 24/7 Media, and supersedes any and all prior agreements (whether written or oral) of 24/7 Media and Advertiser with respect to the subject matter set forth herein.

E. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

F. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the internal laws of the State of New York, without regard to its principles of conflicts of law.

G. Advertiser may not assign this agreement, in whole or in part.


Exhibit 10.8

eGAIN COMMUNICATIONS CORPORATION

HOSTING AGREEMENT

1. Hosting Agreement. This Agreement (including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation ("eGain") and Eliance Corporation ("Customer") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement ("Software"), and certain other services relating to the processing of and response to online inquiries and messages ("Online Messages") received by Customer from its customers and other users of Customer's Web site ("Users").

2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services ("Hosting Services") to the Software installed on eGain's servers and other equipment (the "eGain System"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information ("Reports") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System. The Hosting Services, and the hosting fees specified in Exhibit A, do not include any deployment, training or other consulting or professional services which, if applicable, will be specified in a Statement of Work, signed by both parties, and incorporated herein by this reference.

2.1 Customer Support. eGain will provide live telephone support to Customer 24-hours-a-day, seven-days-a-week by a trained eGain customer support representative.

3. Customer's Responsibilities. Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials ("Customer Equipment") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.

4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.

5. Pricing and Payment. Customer agrees to pay the fees and other charges for the Hosting Services and other services provided under this Agreement as specified in Exhibit A of this Agreement. CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.

6. Limited Warranties; Disclaimer of Warranties.

6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:

a) For the first sixty (60) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours ("Initial Downtime"), eGain will credit Customer's account for one
(1) day of service.

b) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, eGain will credit Customer's account for one (1) additional day of service.

For the purposes of this Agreement, "Downtime" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either


eGAIN COMMUNICATIONS CORPORATION

HOSTING AGREEMENT

by speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, "Normal Business Hours" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.

In the event of a breach (other than Downtime) of the warranty set forth in
Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.

THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.

6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as "Year 2000 Compliant"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.

6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2, (A) THE HOSTING SERVICES ARE PROVIDED, AND THE SOFTWARE AND THE eGAIN SYSTEM ARE MADE AVAILABLE, BY eGAIN TO CUSTOMER "AS IS," AND (B) eGAIN AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE HOSTING SERVICES, THE SOFTWARE OR THE eGAIN SYSTEM, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.

6.4 Without limiting the express warranties set forth in this Agreement, eGain does not warrant that the Software, the eGain System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the Software, the eGain System or the Hosting Services will be uninterrupted or free of errors or omissions. eGain cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. eGain will use commercially reasonable efforts to adequately maintain, and upgrade as necessary, the eGain System to provide the Hosting Services to its customers. However, except as expressly set forth herein, eGain shall not be responsible for any delays, errors, failures to perform, or disruptions in the Hosting Services caused by or resulting from any act, omission or condition beyond eGain's reasonable control.

7. Limitation of liability. EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.

8. Confidential Information. Each party agrees to keep confidential and to use only for purposes of performing (or as otherwise permitted under) this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or which would reasonably be considered of a confidential nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.

9. Indemnification. Subject to the limitations set forth in this Section 9, eGain will defend any third-party suit or action against Customer to the extent such suit or action is based on a claim that the Software or the eGain System infringes any valid United States patent, copyright, trade secret or other proprietary right, and eGain will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim. These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s). THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

10. Term and Termination.

10.1 Term and Termination. This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice


eGAIN COMMUNICATIONS CORPORATION

HOSTING AGREEMENT

of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.

10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen
(15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.

11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer "case studies," and the like) without Customer's prior consent.

12. Miscellaneous. This Agreement, including Exhibit A and any other exhibits hereto, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles. Notices under this Agreement shall be in writing, addressed to the party at its last-provided address, and shall be deemed given when delivered personally, or by e-mail (with confirmation of receipt) or conventional mail (registered or certified, postage prepaid with return receipt requested). Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.

Each party agrees to the terms and conditions contained in this Agreement.

Customer: Eliance Corporation

Name:/s/                                 Title:
     ___________________________               _________

Signature:______________________         Date:__________


eGain Communications Corporation:

Name:/s/                                 Title:
     ___________________________               _________

Signature:______________________         Date:__________


Exhibit 10.9

EXODUS COMMUNICATIONS, INC.
MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (the "Agreement") between Exodus Communications, Inc. ("Exodus") and Eliance Corporation ("Customer") is made effective as of date indicated below the Customer signature on the initial Order Form submitted by Customer and accepted by Exodus.

1. OVERVIEW.

1.1 General. This agreement states the terms and conditions by which Exodus will deliver and Customer will receive any or all of the services provided by Exodus, including facilities, bandwidth, managed services and professional services. If Customer purchases any equipment from Exodus (as indicated in the Order Form(s) described below), the terms and conditions by which Customer purchases and Exodus sells such equipment are stated in Addendum A attached hereto. Only this Section 1.1 and Addendum A shall apply to the purchase and sale of equipment. The specific services and/or products to be provided hereunder are identified in the Order Form(s) submitted by Customer and accepted by Exodus and described in detail in the Specification Sheets and Statements of Work attached to each Order Form. Each Order Form (with the attached Specification Sheet(s) and Statement(s) of Work) submitted, accepted and executed by both parties is hereby incorporated by reference into this Agreement. This Agreement is intended to cover any and all Services ordered by Customer and provided by Exodus. In the event that any terms set forth herein apply specifically to a service not ordered by Customer, such terms shall not apply to Customer.

1.2 Definitions.

(a) "Customer Area" means that portion(s) of the Internet Data Center(s) made available to Customer for the placement of Customer Equipment and/or Exodus Supplied Equipment and use of the Service(s).

(b) "Customer Equipment" means the Customer's computer hardware, not including stored data, and other tangible equipment placed by Customer in the Customer Area. The Customer Equipment shall be identified on Exodus' standard customer equipment list completed and delivered by Customer to Exodus, as amended in writing from time to time by Customer.

(c) "Customer Registration Form" means the list that contains the names and contact information (e.g. pager, email and telephone numbers) of Customer and the individuals authorized by Customer to enter the Internet Data Center(s) and Customer Area, as delivered by Customer to Exodus and amended in writing from time to time by Customer.

(d) "Customer Technology" means Customer's proprietary technology, including Customer's Internet operations design, contents, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

(e) "Exodus Supplied Equipment" means the computer hardware, software and other tangible equipment and intangible computer code contained therein to be provided by Exodus for use by Customer as set forth on the Order Form(s).

(f) "Exodus Technology" means Exodus' proprietary technology, including Exodus Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Exodus or licensed to Exodus from a third party) and also including any derivatives, improvements, enhancements or extensions of Exodus Technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to Customer or that have general applicability in the art.

(g) "Initial Term" means the minimum term for which Exodus will provide the Service(s) to Customer, as indicated on the Order Form(s). Except as otherwise expressly provided in this Agreement, Exodus is obligated to provide and Customer is obligated to pay for each Service through its Initial Term and any Renewal Term.

(h) "Internet Data Center(s)" means any of the facilities used by Exodus to provide the Service(s).

(i) "Professional Services" means any non-standard professional or consulting service provided by Exodus to Customer as more fully described in a Statement of Work.

(j) "Renewal Term" means any service term following the Initial Term, as specified in Section 2.2.

(k) "Representatives" mean the individuals identified in writing on the Customer Registration Form and authorized by Customer to enter the Internet Data Center(s) and the Customer Area.

(l) "Rules and Regulations" means the Exodus general rules and regulations governing Customer's use of Services, including, but not limited to, online conduct, and the obligations of Customer and its Representatives in the Internet Data Centers.

(m) "Service(s)" means the specific service(s) provided by Exodus as described on the Order Form(s).

(n) "Service Commencement Date" means the date Exodus will begin providing the Service(s) to Customer, as indicated in a Notice of Service Commencement delivered by Exodus to Customer.

(o) "Service Level Warranty" is described and defined in Section 5.2 below.

(p) "Specification Sheet" means the detailed description for each Service, other than Professional Services, ordered by Customer that is attached to an Order Form(s).

(q) "Statement of Work" means the detailed description(s) of the Professional Services attached to (an) Order Form(s).

(r) "Work" means any tangible deliverable provided by Exodus to Customer as described in the Statement of Work for any Professional Service.

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2. DELIVERY OF SERVICES; TERMS; FEES.

2.1 Delivery of Service

(a) General. By submitting an Order Form, Customer agrees to take and pay for, and, by accepting the Order Form, Exodus agrees to provide, the Service(s) during the Initial Term and for any Renewal Term, as specified in paragraph 2.2(b) below.

(b) Delivery of Supplemental Services. The purpose of this provision is to enable Exodus to provide Customer with certain limited services and equipment needed by Customer on a "one-off" or emergency basis ("Supplemental Services") where such services are not included within the scope of the Services as described in the Specification Sheets and/or Statement of Work. Supplemental Service may include, as an example, a request from Customer to Exodus via telephone that Exodus immediately replace a problem Customer server with an Exodus server for a temporary period of time. Exodus shall notify Customer of the fees for any Supplemental Services requested by Customer and obtain Customer's approval prior to providing such services. In the event Exodus reasonably determines that Supplemental Services are required on an emergency basis, Exodus may provide such services without the consent of Customer, thereafter provide notice of the services to Customer and bill Customer a reasonable fee for such services. Customer agrees to pay Exodus the fees charged by Exodus for Supplemental Services. Customer will be charged for Supplemental Services in the invoice issued the month following delivery of the services. Exodus will use commercially reasonable efforts to provide Supplemental Services, provided that Exodus has no obligation to determine the need for or provide Supplemental Services. All Supplemental Services provided pursuant to this paragraph 2.1(b) are provided on an "as-is" basis and exclude warranties of any kind, whether express or implied.

2.2 Term

(a) Term Commencement. The term for each Service will commence on the Service Commencement Data indicated in the Notice of Service Commencement delivered by Exodus to Customer when Exodus begins providing each Service to Customer.

(b) Renewal Term(s). Each Service will continue automatically for additional terms equal to the Initial Term ("Renewal Term") unless Customer notifies Exodus in writing at least thirty (30) days prior to the end of the Initial Term or a Renewal Term, as applicable, that it has elected to terminate such Service, in which case such Service shall terminate at the end of such term. The termination of any Service will not affect Customer's obligations to pay for other Service(s). Notwithstanding the foregoing, Exodus may change or increase the prices it charges Customer for any Service at any time after the Initial Term effective thirty (30) days after providing notice to customer. This paragraph 2.2(b) does not apply to Exodus Supplied Equipment which is only provided for the Initial Term.

3. FEES AND PAYMENT TERMS.

3.1 Fees and Expenses. Customer will pay all fees due according to the prices and terms listed in the Order Form(s). The prices listed in the Order Form(s) will remain in effect during the Initial Term indicated in the Order Form(s) and will continue thereafter, unless modified in accordance with Section
2.2. Customer also agrees to reimburse Exodus for actual out-of-pocket reasonable expenses incurred in providing Professional Services to Customer.

3.2 Payment Terms. On the Service Commencement Date for each Service, Customer will be billed an amount equal to all non-recurring charges indicated in the Order Form and the monthly recurring charges for the first month of the term. Monthly recurring charges for all other months will be billed in advance of the provision of Services. All other charges for Services received and expenses incurred for Professional Services during a month (e.g., bandwidth usage fees, travel expenses) will be billed at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each Exodus invoice. All payments will be made in the United States in U.S. dollars.

3.3 Late Payments. Any payment not received within thirty (30) days of the invoice date will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in its payments, Exodus may, upon written notice to Customer, modify the payment terms to require full payment before the provision of all Services and Exodus Supplied Equipment or require other assurances to secure Customer's payment obligations hereunder.

3.4 Taxes. All fees charged by Exodus for Services are exclusive of all taxes and similar fees now in force or [ILLEGIBLE] in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on Exodus' net income.

4. CONFIDENTIAL, INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS

4.1 Confidential Information.

(a) Nondisclosure of Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party ("Confidential Information"). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Confidential information will also include, but not be limited to, Exodus Technology, Customer Technology, and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to [ILLEGIBLE] party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information.

(b) Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation or confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives

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the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

4.2 Intellectual Property.

(a) Ownership. Except for the rights expressly granted herein and the assignment expressly made in paragraph 4.4(a), this Agreement does not transfer from Exodus to Customer any Exodus Technology. and all right, title and interest in and to Exodus Technology will remain solely with Exodus. Except for the rights expressly granted herein, this Agreement does not transfer from Customer to Exodus any Customer Technology, and all right, title and interest in and to Customer Technology will remain solely with Customer. Exodus and Customer each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party.

(b) General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Exxodus will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Exodus.

4.3 Licensed Grants.

(a) By Exodus. Exodus hereby grants to Client a nonexclusive, royalty-free license, during the term of this Agreement, to use the Exodus Technology solely for purposes of using the Services(s). Customer shall have no right to use the Exodus Technology for any purpose other than using the Service(s).

(b) By Customer. Customer agrees that if, in the course of performing the Service(s), it is necessary for Exodus to access Customer Equipment and use Customer Technology, Exodus is hereby granted and shall have a nonexclusive, royalty-free license, during the term of this Agreement, to use the Customer Technology solely for the purposes of delivering the Service(s) to Customer. Exodus shall have no right to use the Customer Technology for any purpose other than providing the Service(s).

4.4 Professional Services; Assignments and License.

(a) Assignment of Work. Effective at the time Exodus receives full and final payment for the Professional Service, Exodus assigns to Customer all right, title and interest, including all intellectual property rights, in the Work, provided, however, that such assignment does not include the Exodus Technology.

(b) License Grant. Commencing at the time Exodus receives full and final payment for the Work, Exodus grants to Customer a non-exclusive, non-transferable, royalty fee, perpetual license to use the Exodus Technology incorporated into the Work solely in connection with the use of the Work as a whole. To the extent that Customer or its employees or contractors participate in the creation or development of Exodus Technology, Customer, on behalf of itself and its employees and contractors, hereby assigns to Exodus all right, title and interest, including all intellectual property rights in, the Exodus Technology.

5. EXODUS REPRESENTATIONS AND WARRANTIES.

5.1 General.

(a) Authority and Performance of Exodus. Exodus represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Customer will not violate any applicable U.S. laws or regulations, including OSHA requirements, or cause a breach of any agreements with any third parties. In the event of a breach of the warranties set forth in this paragraph 5.1(a), Customer's sole remedy is termination pursuant to Section 10 of the Agreement.

(b) Year 2000 Performance Compliance. Exodus warrants that none of the computer hardware and software systems and equipment incorporated into or utilized in the delivery of the Services contains any date dependent routlines or logic which will fail to operate correctly after December 31, 1999, by reason of such date dependence; provided, however, that no representation or warranty is made as to the adequacy of any Customer or third party service provider hardware or software used in connection with the Services. In the event of any breach of the warranties under this paragraph 5.1(b), Customer's sole remedy is termination pursuant to Section 10 of the Agreement.

5.2 Service Level Warranty. In the event that Customer experiences any of the service performance issues defined in this Section 5.2 as a result of Exodus' failure to provide bandwidth or facility services, Exodus will, upon Customer's request in accordance with paragraph 5.2(d) below, credit Customer's account as described below (the "Service Level Warranty"). The Service Level Warranty shall not apply to any services other than bandwidth and facility services, and, shall not apply to performance issues (i) caused by factors outside of Exodus' reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (ii) that resulted from Customer's equipment and/or third party equipment (not within the sole control of Exodus).

(a) Service Warranty Definitions. For purposes of this Agreement, the following definitions shall apply only to the Services (not including Professional Services).

(i)"Downtime" shall mean sustained packet loss in excess of fifty percent (50%) within Exodus' U.S. network for fifteen (15) consecutive minutes due to the failure of Exodus to provide Service(s) for such period. Downtime shall not include any packet loss or network unavailability during Exodus' scheduled maintenance of the Internet Data Centers, network and Service(s), as described in the Rules and Regulations.

(ii) "Excess Latency" shall mean transmission latency in excess of one hundred twenty (120) milliseconds round trip time between any two points within Exodus' U.S. network.

(iii) "Excess Packet Loss" shall mean packet loss in excess of one percent (1%) between any two points within Exodus' U.S. network.

(iv) "Performance Problem" shall mean Excess Packet Loss and/or Excess Latency.

(v) "Service Credit" shall mean an amount equal to the pro-rata monthly recurring connectivity charges (i.e., all monthly recurring bandwidth-related charges) for one (1) day of Service.

(b) Downtime Periods. In the event Customer experiences Downtime, Customer shall be eligible to receive from Exodus a Service Credit for each Downtime period. Examples: If Customer experiences one Downtime period, it shall be eligible to receive one Service Credit. If Customer experiences two Downtime periods, either from a single event or multiple events, it shall be eligible to receive two Service Credits.

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(c) Performance Problem; Packet Loss and Latency. In the event that Exodus discovers or is notified by Customer that Customer is experiencing a Performance Problem, Exodus will take all actions necessary to determine the source of the Performance Problem.

(i) Time to Discover Source of Performance Problem; Notification of Customer. Within two (2) hours of discovering or receiving notice of the Performance Problem, Exodus will determine whether the source of the Performance Problem is limited to the Customer Equipment and the Exodus equipment connecting the Customer Equipment to the Exodus LAN. If Exodus determines that the Customer Equipment and Exodus connection are not the source of the Performance Problem, Exodus will determine the source of the Performance Problem within an additional two (2) hour period. In any event, Exodus will notify Customer of the source of the Performance Problem within sixty (60) minutes of identifying the source.

(ii) Remedy of Packet Loss and Latency. If the source of the Performance Problem is within the sole control of Exodus, Exodus will remedy the Performance Problem within two (2) hours of determining the source of the Performance Problem. If the source of and remedy to the Performance Problem reside outside of the Exodus LAN or WAN, Exodus will use commercially reasonable efforts to notify the party(ies) responsible for the source of the Performance Problem and cooperate with it (them) to resolve such problem as soon as possible.

(iii) Failure to Determine Source and/or Remedy. In the event that Exodus (A) is unable to determine the source of the Performance Problem within the time periods described in subsection (i) above and/or; (B) Exodus is the sole source of the Performance Problem and is unable to remedy such Performance Problem within the time period described in subsection (ii) above, Exodus will deliver a Service Credit to Customer for each two (2) hour period in excess of the time periods for identification and resolution described above.

(d) Customer Must Request Service Credit. In order to receive any of the Service Credits described in this Section 5.2, Customer musty notify Exodus within seven (7) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit.

(e) Remedies Shall Not Be Cumulative: Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Exodus to Customer for any and all Downtime periods and Performance Problems that occur in a single calendar month shall not exceed seven (7) Service Credits. A Service Credit shall be issued in the Exodus invoice in the month following the Downtime or Performance Problem, unless the Service Credit is due in Customer's final month of Service. In such case, a refund for the dollar value of the Service Credit will be mailed to Customer. Customer shall also be eligible to receive a pro-rata refund for (i) Downtime periods and Performance Problems for which Customer does not receive a Service Credit and(ii) any Services Exodus does not deliver to Customer for which Customer has paid.

(f) Termination Option for Chronic Problems. Customer may terminate this Agreement for cause and without penalty by notifying Exodus within five (5) days following the end of a calendar month in the event either of the following occurs; (i) Customer experiences more than fifteen (15) Downtime periods resulting from three (3) or more non-consecutive Downtime events during the calendar month; or (ii) Customer experiences more than eight (8) consecutive hours of Downtime due to any single event. Such termination will be effective ten (10) days after receipt of such notice by Exodus.

(g) THE SERVICE LEVEL WARRANTY SET FORTH IN THIS SECTION 5.2 SHALL ONLY APPLY TO THE BANDWIDTH AND FACILITIES SERVICE(S) PROVIDED BY EXODUS AND, DOES NOT APPLY TO (I) ANY PROFESSIONAL SERVICES; (II) ANY SUPPLEMENTAL SERVICES; AND (III) ANY SERVICE(S) THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL WARRANTY (AS STATED IN THE SPECIFICATION SHEETS FOR SUCH SERVICES). THIS SECTION 5.2 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR AND FAILURE BY EXODUS TO PROVIDE SERVICE(S).

5.3 Service Performance Warranty. Exodus warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof

5.4 Selection of Exodus Supplied Equipment; Manufacturer Warranty. Customer acknowledges that is has [ILLEGIBLE] the Exodus Supplied Equipment and disclaims any statements made by Exodus. Except with respect to any express warranties for Service(s) related to Exodus Supplied Equipment, Customer acknowledges and agrees that its use and possession of the Exodus Supplied Equipment by Customer shall be subject to and controlled by the terms of any manufacturer's or, if appropriate, supplier's warranty, and Customer agrees to look solely to the manufacturer or, if appropriate, supplier with respect to all mechanical, service and other claims, and the right to enforce all warranties made by said manufacturer are hereby to the extent Exodus has the right, assigned to Customer solely for the Initial Term.

5.5 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS
SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. EXODUS DOES NOT MAKE, AND HEREBY DISCLIAMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXODUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPPTED, ERROR-FREE, OR COMPLETELY SECURE.

5.6 Disclaimar of Actions Caused by and/or Under the Control of Third Parties. EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS' NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH EXODUS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, EXODUS CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS

6. CUSTOMER OBLIGATIONS.

6.1 Warranties of Customer.

(a) General. Customer represents and warrants that (i) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the term of this Agreement, to place and use any Customer Equipment as contemplated under this Agreement; (ii) the performance of its obligations and use of the Services (by Customer, its customers and users) will not violate any applicable laws, regulations or the Rules and Regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other Exodus customer's use of Exodus services, and (iii) all equipment, materials and other tangible items placed by Customer at Internet Data.

Page 4

Centers will be used in compliance with all applicable manufacturer specifications.

(b) Breach of Warranties. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available of law or in equity, Exodus will have the right, in its sole reasonable discretion to suspend immediately any related Services if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its business. Exodus will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, Exodus will promptly restore the Service(s).

6.2 Compliance with Law and Rules and Regulations. Customer agrees that it will use the Services(s) only for lawful purposes and in accordance with this Agreement. Customer will comply at all times with all applicable laws and regulations and the Rules and Regulations, as updated by Exodus from time to time. The Rules and Regulations are incorporated herein and made a part hereof by this reference. Exodus may change the Rules and Regulations upon fifteen (15) days' notice to Customer, which notice may be provided by posting such new Rules and Regulations at the Exodus Web site www.exodus.net. Customer agrees that it has received, read and understands the current version of the Rules and Regulations. The Rules and Regulations contain restrictions on Customer's and Customer's users' online conduct (including prohibitions against unsolicited commercial email) and contain financial penalties for violations of such restrictions. Customer agrees to comply with such restrictions and, in the event of a failure to comply, Customer agrees to pay the financial penalties in accordance with the Rules and Regulations. Customer acknowledges that Exodus exercises no control whatsoever over the content of the information (illegible) through Customer's site(s) and that it is the sole responsibility of Customer to ensure that the information it and its users transmit and receive complies with all applicable laws and regulations and the Rules and Regulations.

6.3 Access and Security. Except with the advanced written consent of Exodus, Customer's access to the Internet Data Center will be limited solely to the Representatives. Representatives may only access the Customer Area and are prohibited from accessing other areas of the Internet Data Center(s) unless accompanied by an authorized Exodus representative.

6.4 Restrictions on Use of Services. Customer shall not, without the prior written consent of Exodus (which may be withheld in its sole discretion), resell the Services to any third parties or connect Customer Equipment directly to anything other then the Exodus network, equipment and facilities.

6.5 Relocation of Customer Equipment. In the event that it becomes necessary to relocate the Customer Equipment to another Customer Area or Internet Data Center operated by Exodus, Customer will cooperate in good faith with Exodus to facilitate such relocation, provided that such relocation is based on reasonable business needs of Exodus (including the needs of other Exodus customers), the expansion of the space requirements of Customer or otherwise. Exodus shall be solely responsible for any costs and expenses incurred by Exodus in connection with any such relocation and will use commercially reasonable efforts in cooperation with Customer, to minimize and avoid any interruption to the Services.

6.6 Exodus Supplied Equipment.

(a) Delivery and Term. On or prior to the Service Commencement Date, Exodus shall deliver to Customer, at the designated Customer Area, the Exodus Supplied Equipment. Customer shall have the right to use Exodus Supplied Equipment for the Initial Term set forth in the Order Form and any additional period agree to in writing by Exodus. Customer shall not remove any Exodus Supplied Equipment from the Customer Area(s) without the prior written consent of Exodus.

(b) Title. The Exodus Supplied Equipment shall always remain the personal property of Exodus. Customer shall have no right or interest in or to the Exodus Supplied Equipment except as provided in this Agreement and the applicable Order Form and shall hold the Exodus Supplied Equipment subject and subordinate to the rights of Exodus. Customer agrees to (illegible) UCC financing statements as and when requested by Exodus and hereby appoints Exodus as its attorney-in-fact to execute such financing statements on behalf of Customer. Customer will, at its own expense, keep the Exodus Supplied Equipment free and clear from any liens or (illegible) of any kind (except any caused by Exodus) and will indemnify and hold Exodus harmless from and against any loss or expense caused by Customer's failure to do so. Customer shall give Exodus immediate written notice of any attachment or judicial process affecting the Exodus Supplied Equipment or Exodus' ownership. Customer will not remove, alter or destroy any labels on the Exodus Supplied Equipment stating that it is the property of Exodus and shall allow the inspection of the Exodus Supplied Equipment at any time.

(c) Use, Maintenance and Repair. Customer will, at its own expense, keep the Exodus Supplied Equipment in good repair, appearance and condition, other than normal wear and tear, and, if not included in the Services, shall obtain, pay for and keep in effect through the Initial Term a hardware and software maintenance agreement with the manufacturer or other party acceptable to Exodus. All parts furnished in connection with such repair and maintenance shall be manufacturer authorized parts and shall immediately become components of Exodus Supplied Equipment and the property of Exodus. Customer shall use the Exodus Supplied Equipment in compliance with the manufacturer's or supplier's suggested guidelines.

(d) Upgrades and Additions. Customer may affix or install any necessary, addition upgrade, equipment or device on to the Exodus Supplied Equipment (other then electronic data) ("Additions") provided that such Additions (i) can be removed without causing material damage to the Exodus Supplied Equipment (i) do not reduce the value of the Exodus Supplied Equipment and (iii) are obtained from or approved in writing by Exodus and are not subject to the interest of any third party other than Exodus. Any other Additions may not be installed without Exodus' prior written consent. At the end of the Initial Term, Customer shall remove any Addition: which (i) were not provided by Exodus and (ii) are readily removable without causing material damage or impairment of the intended function, use, or value of the Exodus Supplied Equipment, and restore (?)Exodus Supplied Equipment to its original configuration. Any Additions which are not so removable, will become the property of Exodus (lien free).

7. INSURANCE.

7.1 Exodus Minimum Levels. Exodus agrees to keep in full force and effect during the term of this Agreement: (i) comprehensive general liability insurance in an amount not less than $2 million per occurence for bodily injury and property damage and (ii) workers' compensation insurance in an amount not less than that required by applicable law. Exodus agrees that it will ensure and be solely responsible for ensuring that its contractors and subcontractors maintain insurance coverage at levels no less than those required by applicable (illegible) customary in Exodus' and its agents' industries.

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7.2 Customer Minimum Levels. In order to provide customers with physical access to facilities operated by Exodus and equipment owned by third parties. Exodus is required by its insurers to ensure that each Exodus customer maintains adequate insurance coverage. Customer agrees to keep in full force and effect during the term of this Agreement: (i) comprehensive general liability insurance in an amount not less than $2 million per occurrence for bodily injury and property damage and (ii) workers compensation insurance in an amount not less than that required by applicable law. Customer agrees that it will ensure and be solely responsible for ensuring that its agents (including contractors and subcontrators) maintain insurance coverage at levels no less than those required by applicable law and customary in Customer's and its agents' industries.

7.3 Certificates of Insurance; Naming Exodus as and Additional Insured. Prior to installation of any Customer Equipment in the Customer Area, Customer will (i) deliver to Exodus certificates of Insurance which evidence the minimum levels of insurance set forth above; and (ii) cause its insurance provider(s) to (illegible) Exodus as an additional insured and notify Exodus in writing of the effective date thereof.

8. LIMITATIONS LIABILITY.

8.1 Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSON VISITING AN INTERNET DATA CENTER DOES SO AT ITS OWN RISK. EXODUS ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS.

8.2 Damage to Customer Equipment. EXODUS ASSUMES NO LIABILITY FOR ANY
DAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO, OF LOSS OF, CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY TO THE THEN-CURRENT REPLACEMENT VALUE OF THE CUSTOMER EQUIPMENT, EXCLUDING LOST DATA, SOFTWARE AND (ILLEGIBLE).

8.3 CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1 ("CONFIDENTIAL INFORMATION") OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OR CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

8.4 Basis of the Bargain, Failure of Essential Purpose. The parties acknowledge that Exodus has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein and that the same form an essential (illegible) of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

9. INDEMNIFICATION.

9.1. Indemnification. Each party (the "Indemnifying Party") will indemnify, defend and hold the other (the Indemnified Party") harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any (illegible) suit, action or proceeding (each, an "Action") brought by any third party against the Indemnified Party or its affiliates alleging (i) the infringement or misappropriation of any intellectual property right relating to the delivery or use of the Service(s) (but excluding any infringement contributarily caused by the Indemnified Party); (ii) personal injury caused by the negligence or willful misconduct of the Indemnifying Party; and (iii) any violation of or failure to comply with the Rules and Regulations. Customer will indemnify, defend and hold Exodus and its affiliates harmless from and against any and all Losses resulting from or arising out of any Action brought against Exodus and its affiliates alleging any damage or destruction to the Customer Area, the Internet Data Centers, Exodus equipment or other customer equipment caused by customer, its Representative(s) or designees.

9.2 Notice. Each party's indemnification obligations hereunder shall be subject to (i) receiving prompt written notice of the existence of any Action;
(ii) being able to, or its action, control the defense of such Action; (iii) permitting the indemnified party to participate in the defense of any Action; and (iv) receiving fail cooperation of the indemnified party in the defense therof.

10. TERMINATION.

10.1 Termination Per Cause. Either party may terminate this Agreement if:
(i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Exodus; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to involuntary, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. Customer may also terminate this Agreement in accordance with the terms set forth in paragraph 5.2 (i) ("Termination Option For Chronic Problems") of this Agreement.

10.2. No Liability for Termination. Neither party will be liable to the other for any termination or expiration or any Service or this Agreement in accordance with its terms.

10.3 Effect of Termination. Upon the effective date of termination of this Agreement:

(a) Exodus will immediately cease providing the Service(s);

(b) any and all payment obligations of Customer under this Agreement for Service(s) provided through the date of termination will immediately become due;

(c) within thirty (30) days of such termination, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement; and

(d) within five (5) days of such termination Customer shall (i) remove from the Internet Data Centers all Customer Equipment (excluding any Exodus Supplied Equipment) and any other Customer property; (ii) deliver or make available all Exodus Supplied Equipment to an authorized representative of Exodus, and (iii) return the Customer

Page 6

Area to Exodus in the same condition as it was on the Service Commencement Date for the Customer Area normal wear and tear excepted. If Customer does not remove the Customer Equipment and its other property within such five-day period, Exodus will have the option to (1) move any and all such property to secure storage and charge Customer for the cost of such removal and storage, and/or
(ii) liquidate the property in any reasonable manner.

10.4. Customer Equipment as Security. In the event that Customer fails to pay Exodus all undisputed amounts owed Exodus under this Agreement when due, Customer Agrees that, upon delivery of thirty (30) days written notice to Customer, Exodus may (i) restrict Customer's physical access to the Customer Area and Equipment; and/or (ii) take possession of any Customer Equipment and store it, at Customer's expense, until taken in full or partial satisfaction of any lien or judgment, all without being liable to prosecution or for damages.

10.5. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 3, 4.1, 4.2, 4.4, 5.5, 6.6(d), 8, 9, 10 and 11 (excluding 11.2)

11. MISCELLANEOUS PROVISIONS.

11.1 Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Exodus), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Exodus is unable to provide Service(s) for a period of ten (10) consecutive days as a result of a continuing force majeure event, Customer may cancel the Service(s).

11.2 No Lease; Agreement Subordinate to Master Lease. This Agreement is a services agreement and is not intended to and will not constitute a lease of any real property. Customer acknowledges and agrees that (i) it has been granted only a license to occupy the Customer Area and use the Internet Data Centers and any equipment provided by Exodus in accordance with this Agreement; (ii) Customer has not been granted any real property interest in the Customer Area or Internet Data Centers; (iii) Customer has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances;
(iv) this Agreement to the extent it involves the use of space leased by Exodus, shall be subordinate to any lease between Exodus and its landlord(s); and (v) the expiration or termination of any such lease shall terminate this Agreement as to such property subject to Customer retaining any rights or claims it may have against Exodus arising from the expiration or termination of such lease. Customer hereby waives and releases any claims or rights to make a claim that it may have against the landlord(s) under any lease by Exodus with respect to any equipment or property of Customers' located in the premises demised to Exodus by such landlord(s).

11.3 Marketing. The parties agree that during the term of this Agreement any references regarding the other party, either in writing or orally, requires the written consent of the other party, prior to any uses thereof.

11.4 Governmental Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

11.5. Non-Solicitation. During the Term of this Agreement and continuing through the first anniversary of the termination of this Agreement, Customer agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Exodus or contracted by Exodus to provide Services to Customer.

11.6 No Third Party Beneficiaries. Exodus and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer.

11.7 Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except the body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules, of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

11.8. Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

11.9 Assignment. Customer may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Customer may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Exodus, any any attempted assignment or delegation without such consent will be void. Exodus may assign this Agreement in whole or part. Exodus also may delegate the performance of certain Services to third parties, including Exodus

Page 7

wholly owned subsidiaries, provided Exodus controls the delivery of such Services to Customer and remains responsible to Customer for the delivery of such Services. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

11.10 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the Order Form or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.

11.11 Relationship of Parties. Exodus and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Exodus and Customer. Neither Exodus nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

11.12 Entire Agreement; Counterparts; Originals. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other responses by Customer shall be deemed objected to by Exodus without need of further notice of objection, and shall be of no effect or in any way binding upon Exodus. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. This Agreement may be changed only by a written document signed by authorized representatives of Exodus and Customer in accordance with this Section 11.12. For purposes of this Agreement, the term "written" means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format.

11.13 Interpretation of Conflicting Terms. In the event of a conflict between or among the terms in this Agreement, the Order Form(s), the Specification Sheet(s), the Statement(s) of Work, and any other document made a part hereof, the documents shall control in the following order: the Order Form with the latest date, the Statement of Work, Specification Sheets, the Agreement and other documents.

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Authorized representatives of Customer and Exodus have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.

CUSTOMER                                   EXODUS COMMUNICATIONS, INC


Signature: /s/ Hugh Cumming                Signature:  /s/ Sue Irvine
           ---------------------------                --------------------------

Print Name: HUGH CUMMING                   Print Name: Sue Irvine
           ---------------------------                --------------------------

Title:     CHIEF TECHNOLOGY OFFICER        Title:      Contracts Mgr.
           ---------------------------                --------------------------

Date:      29/10/99                        Date:       11/9/99
           ---------------------------                --------------------------

This Agreement incorporates the following documents:

o Order Form(s)

Specification Sheet(s)

Statement(s) Of Work (if applicable)

o Registration Form

o Addendum A - Equipment Purchase Terms and Conditions (if applicable)

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ADDENDUM A

EQUIPMENT PURCHASE TERMS AND CONDITIONS

1. SHIPPING AND HANDLING. All equipment purchased by Customer (the "Equipment") is provided FOB vendor facility. Shipment will be made as specified by Customer and Customer is solely responsible for all expenses in connection with the delivery of the Equipment. The Equipment will be deemed accepted by Customer upon shipment.

2. PURCHASE PRICE AND TAXES. Customer shall pay to Exodus the purchase price set forth in the applicable Order Form ("Purchase Price") for each item of Equipment. Customer hereby grants and Exodus reserves a purchase money security interest in the Equipment and the proceeds thereof as a security for its obligations hereunder until payment of the full Purchase Price to Exodus. The Purchase Price is due and payable within thirty (30) days of shipment of the Equipment. Customer shall pay all taxes and other governmental charges assessed in connection with the sale, use or possession of the Equipment including, without limitation, any and all sales and/or use taxes and personal property taxes (other than taxes on Exodus' net income).

3. TITLE. Customer shall acquire title to the Equipment upon full payment of the purchase price(s) set forth herein. Notwithstanding the foregoing, Exodus and any licensor of rights to Exodus shall retain title to and rights in the intellectual property (whether or not subject to patent or copyright) and content contained in the materials supplied under the terms of this Agreement.

4. SELECTION OF EQUIPMENT; MANUFACTURER WARRANTY. Customer acknowledges that is has selected the Equipment and disclaims any statements made by Exodus. Customer acknowledges and agrees that use and possession of the Equipment by Customer shall be subject to and controlled by the terms of any manufacturer's or, if appropriate, supplier's warranty, and Customer agrees to look solely to the manufacturer or, if appropriate, supplier with respect to all mechanical service and other claims, and the right to enforce all warranties made by said manufacturer are hereby, to the extent Exodus has the right, assigned to Customer. THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF ANY ORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER EXPRESSED, IMPLIED OR STATUTORY. EXODUS HAS NOT MADE NOR DOES MAKE ANY OTHER WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OF NONINFRINGEMENT OF THIRD PARTY RIGHTS AND AS TO EXODUS AND ITS ASSIGNEES, CUSTOMER PURCHASES THE EQUIPMENT "AS IS".

5. LIMITATION OF LIABILITY. Excluding gross negligence and willful misconduct Exodus' entire liability for any damages which may arise hereunder, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including Exodus' negligence, or otherwise, shall be limited to the Purchase Price paid by Customer for the Equipment. EXCLUDING GROSS NEGLIGENCE AND WILLFUL MISCONDUCT IN NO EVENT WILL EXODUS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF BUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION, USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF EXODUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, the parties to this Agreement hereby consent to jurisdiction and venue in the courts of the state of California and in the U.S. District Courts in the City of San Francisco, California.

7. MISCELLANEOUS. THE ABOVE TERMS AND CONDITIONS ARE THE ONLY TERMS AND CONDITIONS UPON WHICH EXODUS IS WILLING TO SELL THE EQUIPMENT AND SUPERSEDE ALL PREVIOUS AGREEMENTS, PROMISES OR REPRESENTATIONS, ORAL OR WRITTEN.

Page 1

Authorized representatives of Customer and Exodus have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.

CUSTOMER                                   EXODUS COMMUNICATIONS, INC


Signature: /s/ [ILLEGIBLE] Cumming         Signature:  /s/ Sue Irvine
           ---------------------------                --------------------------

Print Name: [ILLEGIBLE] CUMMING            Print Name: Sue Irvine
           ---------------------------                --------------------------

Title:     CHIEF TECHNOLOGY OFFICER        Title:      Contracts Mgr.
           ---------------------------                --------------------------

Date:      29/10/99                        Date:       11/9/99
           ---------------------------                --------------------------

This Agreement incorporates the following documents:

o Order Form(s)

Specification Sheet(s)

Statement(s) Of Work (if applicable)

o Registration Form

o Addendum A - Equipment Purchase Terms and Conditions (if applicable)

Page 9

Exhibit 10.10

[Logo] INTERACTIVE
EXECUTIVE OFFICES CORP.

AGREEMENT TO LEASE

BETWEEN:             Interactive Executive Offices Corp.
                     (hereinafter called the "Landlord")

AND:                 Eliance Corporation
                     (hereinafter called the "Client")

THE CLIENT agrees to lease from the Landlord and the Landlord agrees to lease to the Client the north suite known as Suite No. 2501 at 1 Dundas Street West, P.O. Box 84, Toronto, Ontario, M5G 1Z3.

THE TERM of the lease is twelve months beginning on the 15th day of November, 1999 and ending on the 14th day of November, 2000, with an option to extend agreement for an additional one year period.

THE CLIENT agrees to pay rent, in lawful money of Canada, during the term hereof at the monthly rate of TWENTY ONE THOUSAND TWO HUNDRED DOLLARS and .00 CENTS ($21,200.00) plus Business Tax at the rate of 9% and GST at the rate of 7% totaling TWENTY FOUR THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS and .56 CENTS ($24,725.56).

THE CLIENT agrees to pay any additional construction expenses arising from future requests to modify the suite, except the following:
o Glass Walls and Doors as per Schedule "A"
o Carpet
o Telephone Wiring
o ISDN Wiring
o Paint
o Construction of 1 Office

THIS MONTHLY RENTAL is due and payable in advance on the FIRST day of each month during the term. At the request of the Landlord, the Client shall forthwith provide the Landlord with post-dated cheques for each month during the remainder of the Term. The Client agrees that should the Client default in payment of rental or any other amount payable hereunder, or the performance of any other terms or conditions of the Agreement, the Landlord shall give written notice of default and allow the Client ten (10) days to rectify the default. If the default has not been rectified within the said ten (10) days, then the Landlord may, without further notice, immediately re-enter and possess the said office. Late payment charges may be charged by the Landlord to the Client in the event that rental or other amounts due and owing pursuant to this Agreement are not paid., The late payment charges shall be a pre-estimate of the Landlord's expenses arising out of such late payment and shall be an amount equal to 2.0% per month (24% per annum) of THAT MONTH'S RENT, a fifty dollar ($50.00) late payment charge, and any charges incurred by the Landlord, such charges, however, not to include any expenses of reletting.

THE CLIENT AGREES to pay a one-time fee in the amount of FIFTY DOLLARS ($50.00) to be set up in the building directory.


[Logo] INTERACTIVE
EXECUTIVE OFFICES CORP

THE CLIENT agrees to utilize the services of the Landlord for all business activities the Landlord has the capacity and expertise to offer, eg. Administrative support, secretarial support, printing, binding, desktop publishing, photocopying, faxing, courier, and expertise.

This service use is as a first priority to the Landlord. If cost or service quality is not competitive, the Client has the right to utilize alternate service providers.

THE CLIENT agrees there will be no structural changes to the leased premises without the written approval of the Landlord and any changes shall be done by the Landlord at the Client's cost.

THE CLIENT ACKNOWLEDGES that the Landlord is in the business of subdividing office premises into private offices and renting such offices together with facilities and services such as furniture, secretarial services, consolidated billing, office management, etc. The Client further acknowledges that in the event of the Client's default, the Landlord may suffer damages equal to the total amount of rental monies peryable under this Agreement. However, to the extent the Landlord has been able to re-let the premises, which Landlord shall use its reasonable efforts to accomplish, actual damages to the Landlord shall be reduced thereby.

IT IS UNDERSTOOD that the Lease will include the facilities and services as set out in Part 1 of Schedule "A" are subject to change upon 15 days notice. Payment for such additional services is due and payable within five (5) days of the date of invoice for the same. Failure to make payments for such additional services shall entitle the Landlord to discontinue such services immediately and without notice to the Client.

It is understood that Client has the right, with Landlord's approval which shall not be unreasonably withheld , to sublet the premises if client determines to leave the premises prior to the end of the lease period.

THE CLIENT agrees to permit the Landlord or his representative to arrange with Shared Technologies of Canada for Client's own telephone service. The Client further agrees to pery all telephone charges arising from Client's occupation of the Premises.

THE CLIENT agrees to repair at Client's own expense, damage to walls, ceilings, fixtures, doors, rugs, furniture and any contents of the Client's office provided by the Landlord, caused by the Client reasonable wear and tear excepted.The Client agrees not to decorate or alter the leased premises without the prior written notice of the Landlord which prohibition shall include the drilling or nailing of holes in the walls, doors or framework, or affixing articles with tape to any surfaces provided by the Landlord.


[Logo] INTERACTIVE
EXECUTIVE OFFICES CORP

THE CLIENT will indemnify and save harmless the Landlord from all expenses, cost, liabilities and from any claims made by any person or persons against the Landlord for damages incurred by injury, or damage to any person or his property while on the premises provided said damages were not caused by the negligence of Landlord.

THE LANDLORD shall be liable for the theft or damage of any property in the leased premises.

THE CLIENT agrees to pay the Landlord 100% of the annual salary of any Interactive Executive Office employee hired either directly or indirectly by the Client, its employers, assigns or heirs, but only if such employee is currently working for the Landlord, or has terminated his/her position with the Landlord within six months of the date of the employment by the Client.

OVER HOLDING if the Tenant remains in possession of the Premises after the end of the Term with the consent of the Landlord there shall be no tacit renewal of the Lease and monthly tenancy shall be created which may be terminated by either party on one month's prior written notice. Rent shall be payable in advance on the first day of the month.

DATED at Toronto, Ontario this 1st day of November, 1999.

INTERACTIVE EXECUTIVE OFFICES CORP.         ELIANCE CORPORATION

Per                                         Per

/s/ Patricia Garcia                         /s/ Kerry Adler
------------------------------              ----------------------------
Landlord                                    Client

Name: Patricia Garcia                       Name:
Title : Centre Manager                      Title:

Address:


EXHIBIT 10.13

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company) and Kerry E. Adler, an individual residing at 565 Old Orchard Grove, North York, M5M 2H2 (the "Employee").

1. EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Executive Officer until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for Company as Chief Executive Officer as the Board of Directors of the Company shall direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit. Upon the closing of the transaction described in Exhibit A, Employee shall be duly elected to the Board of Directors of the Company.

2. COMPENSATION (US Dollars)

2.1. As compensation for the performance of his duties, Employee will receive a salary at an annual rate of $300,000, payable in accordance with the Company's normal pay practices for a salaried employee.

2.2. Employee shall receive an annual guaranteed bonus of $200,000, payable at the rate of $16,667 per month. Such amount shall be payable monthly on the Company's first normal pay date of each month, the first month of employment, and shall continue so long as the Employee remains employed hereunder.

2.3. Employee shall be eligible for an incentive performance bonus for each calendar year of his employment, with such bonus for 1999, if any, prorated to reflect the number of days Employee is employed during such year. The minimum amount of any such full annual bonus shall be $100,000.

2.4. Employee will be entitled to participate in all fringe benefit programs now or hereafter made available to other salaried employees of the Company. A summary of benefits currently in effect is attached or has been previously provided to Employee. Employee shall be entitled to up to four (4) weeks of paid vacation per year.

2.5. Company will reimburse Employee for all travel and business expenses incurred by him which are reasonable and necessary for carrying on the business of the Company. Expenses will be reimbursed after presentation by Employee of an itemized account of such expenses in form and substance satisfactory to the Company, and Company's determination that such expenditures were reasonable, ordinary and necessary.


2

3. TERMINATION BY COMPANY OR BY EMPLOYEE

3.1. Company may terminate Employee's employment at any time, with or without Cause (as defined hereinafter). If Employee is terminated by Company other than for Cause, he shall be entitled to receive $300,000 paid out over 3 months as provided in Section 2.1 and 2.2.

3.2. For purposes of this Agreement, termination for "Cause" is defined as
(i) willful and continued failure by Employee to perform his duties as Chief Executive Officer of the Company; (ii) gross misconduct of Employee which is injurious to the Company; (iii) a material breach by the Employee of his obligations under Section 4 of this Agreement which is reasonably believed by the Company to have caused, or to be likely to cause, material harm to the Company, or (iv) conviction of a felony. Each of 3.2 (i) and (ii) shall be deemed to exist provided the Company has provided written notice to the Employee setting forth the perceived performance deficiencies and the steps needed to remedy those deficiencies and the Employee has failed to take immediate steps to remedy such deficiencies. If the Employee is terminated for Cause, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.3. Employee may terminate his employment at any time with or without "Good Reason" as defined in Section 3.4. If the Employee terminates other than for "Good Reason," no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.4. For purposes of this Agreement, termination for "Good Reason" is defined as (i) assignment to the Employee of demonstrably onerous or significantly demeaning on-going duties inconsistent with his status as Chief Executive Officer; (ii) reduction in his total compensation below the amounts required by Section 2.1; or (iii) failure to elect to or removal of the Employee from the Board of Directors. If the Employee resigns for Good Reason, he shall be entitled to receive salary continuation as provided in Section 3.6.

3.5. The Employee's employment shall be automatically terminated upon the occurrence of either of the following events: (i) death of the Employee, and (ii) disability of the Employee, as defined in the long term disability policy carried by the Company for the Employee, or if no such policy exists, disability which causes the Employee to be unable to satisfactorily perform his job duties for a period of twelve
(12) consecutive months as reasonably determined by the Company in its discretion. In such cases, no further salary, bonus or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of the termination.

3.6. If the Employee is terminated by the Company other than for Cause or if the Employee resigns for Good Reason, for a period of twelve (12) months from the date his employment terminates the Employee shall receive continuation of his annual base salary then in effect, together with the continuation of life and health


3

insurance benefits then in effect; provided, however, that any benefit payable hereunder shall terminate the date the Employee violates any of the covenants under Section 4 hereof. In the event the Company is unable to continue the Employee's participation in any such insurance program after the date of such termination or resignation, the Company shall provide substantially equivalent insurance benefits or reimburse the Employee for the cost of acquiring substantially equivalent benefits.

4. COVENANTS BY EMPLOYEE

4.1. Definitions: As used in this Agreement, the following terms shall have the following meanings:

4.1.1. "Confidential Information" includes trade secrets and all other information disclosed to or known by the Employee as a result of or through the Employee's employment by the Company, including information about the Company's processes, services or products, including all information related to research, development, inventions, production, purchasing, accounting, finances, engineering, marketing, merchandising, and customers' names and accounts but excluding general knowledge of the industry in which the Company is engaged.

4.1.2. "Inventions" includes any discoveries, concepts and ideas regardless of patentability, including but not limited to processes, methods, computer programs and techniques, as well as improvements thereof, concerning any activity of the Company that the Employee may become acquainted with as a result of employment by the Company.

4.2. Other than as stipulated in Exhibit A, the Employee expressly agrees that, except as required in his duty to the Company, he will not at any time, in any fashion, either directly or indirectly, use, divulge, disseminate, disclose, lecture upon, publish articles concerning or communicate to any person, firm or corporation in any manner whatsoever any Confidential Information, without the prior express approval from the Company. The parties hereby stipulate that as between them, all Confidential Information is important, material and confidential and that the disclosure of such Confidential Information materially adversely affects the effective and successful conduct of business by the Company, and its goodwill, and that any breach of the terms of this paragraph is a material breach thereof. The Employee agrees to sign any secrecy or nondisclosure agreement required by a customer of the Company as a condition of doing business with the Company, and to provide the Company with a signed copy of said agreement. Upon termination of his employment with the Company, the Employee shall leave with the Company all documents, records, notebooks and other repositories containing Confidential Information, including any and all copies thereof then in the Employee's possession whether prepared by him or others.

4.3. Other than as stipulated in Exhibit A, the Employee agrees not to assert any rights to, and expressly assigns to the Company as the Company's exclusive property, all ideas, innovations, discoveries, improvements, Inventions, trademarks, computer programs and/or systems and other developments or improvements conceived by the Employee, alone or with others, during the term


4

of his employment, whether or not during working hours, that are within the scope of the Company's business operations or that relate to any work or projects of the Company. The Employee agrees to assist the Company, at the Company's expense, to obtain patents or copyrights on any protectable ideas and Inventions, to obtain trademarks, to exploit other developments and to execute all documents necessary to obtain such patents, copyrights, trademarks, or other developments in the name of the Company.

4.4. The Employee agrees that during the term of this Agreement and for a period of one (1) year after the expiration of this Agreement or termination of his employment with the Company, without the prior written consent of the Company (which consent will not be unreasonably withheld), he will not directly or indirectly own, operate, manage, control, participate in the management or control of, be employed by, act as a consultant for, provide or facilitate the provision of financing for, assist, or maintain or continue any interest whatsoever (other than stock ownership in any publicly owned company not exceeding five percent (5%) of the outstanding stock of such company) in any of the Company's customers, served by him or by any other principal or employee of the Company during the term of his employment with the Company, or in any enterprise in the United States or Canada engaged in a business that is directly competitive with the Company.

4.5. The Employee expressly agrees that the terms and condition of this
Section 4 shall remain in full force and effect during and after termination of this Agreement for a period of 18 months. The parties hereto agree and declare that monetary damages will be insufficient to fully compensate the Company for its losses in the even that the Employee breaches the covenants contained in this Section 4. Therefore, the Company will be entitled to enjoin the Employee from any threatened or actual violation of any covenant contained herein, and the Employee will not raise as a defense to any action or proceeding for an injunction the claim that the Company would be adequately compensated by monetary damages.

5. DISPUTE RESOLUTION

5.1. Except with respect to matters as to which injunctive relief is being sought, any dispute arising out of or relating to this Agreement, or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the "J.A.M.S. Rules"). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C.ss.1-16, and judgement upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York City, New York.

5.2. Such proceedings shall be administered by the neutral arbitrator in accordance with J.A.M.S. Rules as the arbitrator deems appropriate, however, such proceedings shall be guided by the following agreed upon procedures:

5.2.1. Mandatory exchange of all relevant documents, to be accomplished within thirty (30) days of the initiation of the procedure;

5.2.2. no other discovery;


5

5.2.3. hearings before the neutral arbitrator which shall consist of a summary presentation by each side of no more than three (3) hours; such hearings to take place on one or two days at a maximum; and

5.2.4. decision to be rendered not more than ten (10) days following such hearings.

6. MISCELLANEOUS PROVISIONS

6.1. Employee hereby represents and warrants that he is free to make this Agreement and the making hereof and/or performance hereunder by him will not violate the legal and/or equitable rights of any third party.

6.2. This Agreement embodies the entire understanding of the parties and there are no promises, terms, covenants, conditions or obligations or obligations or other written, expressed or implied agreements other than those contained herein. No change or modification of the Agreement will be valid unless the same will be in writing and signed by both parties hereto.

6.3. The failure of Company to act or exercise its rights under this Agreement upon the breach of any of the terms or conditions hereof by the Employee shall not be construed as a waiver of such breach, nor prevent Company from hereafter enforcing strict compliance with any and all of the terms and conditions herein set forth. If any provision of the Agreement is declared void, all of the remaining provisions of this Agreement shall nevertheless remain in full force and effect, and no provisions shall be deemed dependent upon any other provision.

6.4. The employment by Company of Employee is being effected because of Employee's special capabilities and qualifications and all of his rights, benefits and duties hereunder are, therefore, not assignable or transferable in any manner, except to the extent that any benefit hereunder may be payable to his estate.

6.4.1. The Company's obligations and duties under this Agreement shall be binding upon any successor, and this Agreement shall inure to the benefit of and be enforceable by any such successor to the Company.

6.5. This Employment Agreement will be construed and enforced in accordance with the laws of the State of New York.

6.6. Employee certifies that he has read the entire contents of this Agreement before signing his name hereto, that he was encouraged and afforded sufficient opportunity by Employer to obtain legal advice prior to his executing this Agreement and that he fully understands all of the terms, conditions, and provisions set forth herein.

6.7. If any provision of this Agreement shall be deemed unenforceable, prohibited, or invalid under applicable law, such provision shall be ineffective to the extent of such unenforceability, prohibition, or invalidity, but no other provision of this Agreement shall be invalidate thereby, and the remainder of this Agreement shall remain enforceable and in effect.


6

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

WEBHELP.COM INC.                                   EMPLOYEE

By: /s/ Laura Hantho                          /s/ Kerry Adler
    --------------------------           ----------------------------

                                                 Kerry E. Adler


EXHIBIT 10.14

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto Ontario M5G 1Z3 (the "Company), and Laura Hantho, an individual residing at 20 Bannon Avenue, Etobicoke Ontario, M8X 1T8 (the "Employee").

1. EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Operating Officer until the termination of her employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of her ability, experience and talent perform and render such services and perform such duties for the Company as Chief Operating Officer as the CEO shall direct. Employee will devote her full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit. Upon the closing of the transaction described in Exhibit A, Employee shall be duly elected to the Board of Directors of the Company.

2. COMPENSATION (US Dollars)

2.1. As compensation for the performance of her duties, Employee will receive a salary at an annual rate of $170,000 payable in accordance with the Company's normal pay practices for a salaried employee.

2.2. Employee shall receive an annual guaranteed bonus of $30,000, payable at the rate of $2,500 per month. Such amount shall be payable monthly on the Company's first normal pay date of each month, the first month of employment, and shall continue so long as the Employee remains employed hereunder.

2.3. Employee shall be eligible for an incentive performance bonus for each calendar year of her employment, with such bonus for 1999, if any, prorated to reflect the number of days Employee is employed during such year.

2.4. Employee will be entitled to participate in all fringe benefit programs now or hereafter made available to other salaried employees of the Company. A summary of benefits currently in effect is attached or has been previously provided to Employee. Employee shall be entitled to up to four (4) weeks of paid vacation per year.

2.5. Company will reimburse Employee for all travel and business expenses incurred by her which are reasonable and necessary for carrying on the business of the Company. Expenses will be reimbursed after presentation by Employee of an itemized account of such expenses in form and substance satisfactory to the Company, and Company's determination that such expenditures were reasonable, ordinary and necessary.

3. TERMINATION BY COMPANY OR BY EMPLOYEE

3.1. Company may terminate Employee's employment at any time, with or without Cause (as defined hereunder). If Employee is terminated by Company other than


2

for Cause, she shall be entitled to receive salary continuously for the lesser of twelve (12) months or until she is gainfully employed.

3.2. For purposes of this Agreement, termination for Cause is defined as (i) willful and continued failure by Employee to perform her duties as Chief Operating Officer of the Company; (ii) gross misconduct of Employee which is injurious to the Company; (iii) a material breach by the Employee of her obligations under Section 4 of this Agreement which is reasonably believed by the Company to have caused, or to be likely to cause, material harm to the Company, or (iv) conviction of a felony. Each of 3.2 (i) and (ii) shall be deemed to exist provided the Company has provided written notice to the Employee setting forth the perceived performance deficiencies and the steps needed to remedy those deficiencies and the Employee has failed to take immediate steps to remedy such deficiencies. If the Employee is terminated for Cause, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.3. Employee may terminate her employment at any time with or without "Good Reason" as defined in Section 3.4. If the Employee terminates other than for Good Reason, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.4. For purposes of this Agreement, termination for "Good Reason" is defined as (i) assignment to the Employee of demonstrably onerous or significantly demeaning on-going duties inconsistent with her status as Chief Operating Officer; (ii) reduction in her total compensation below the amounts required by Section 2.1 and 2.2; or (iii) failure to elect to or removal of the Employee from the Board of Directors. If the Employee resigns for Good Reason, she shall be entitled to receive salary continuation as provided in
Section 3.6.

3.5. The Employee's employment shall be automatically terminated upon the occurrence of either of the following events: (i) death of the Employee, and (ii) disability of the Employee, as defined in the long term disability policy carried by the Company for the Employee, or if no such policy exists, disability which causes the Employee to be unable to satisfactorily perform her job duties for a period of twelve (12) consecutive months as reasonably determined by the Company in its discretion. In such cases, no further salary, bonus or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of the termination.

3.6. If the Employee is terminated by the Company other than for Cause or if the Employee resigns for Good Reason, for the lesser of a period of twelve (12) months from the date her employment terminates or until she is gainfully employed, the Employee will be entitled to receive continuation of her annual base salary then in effect, together with continuation of life and health insurance benefits at the level in effect on the date of termination or resignation; provided, however, that any benefit payable hereunder shall terminate the date the Employee violates her covenants under Section 4 hereof. In the event the Company is unable to continue the Employee's participation in any such


3

insurance program after the date of such termination or resignation, the Company shall provide substantially equivalent insurance benefits or reimburse the Employee for the cost of acquiring substantially equivalent benefits.

4. COVENANTS BY EMPLOYEE

4.1. Definitions: As used in this Agreement, the following terms shall have the following meanings:

4.1.1. "Confidential Information" includes trade secrets and all other information disclosed to or known by the Employee as a result of or through the Employee's employment by the Company, including information about the Company's processes, services or products, including all information related to research, development, inventions, production, purchasing, accounting, finances, engineering, marketing, merchandising, and customers' names and accounts but excluding general knowledge in the industry in which the Company is engaged.

4.1.2. "Inventions" includes any discoveries concepts and ideas regardless of patentability, including but not limited to processes, methods, computer programs and techniques, as well as improvements thereof, concerning any activity of the Company that the Employee may become acquainted with as a result of employment by the Company.

4.2. Other than as stipulated in Exhibit A, the Employee expressly agrees that, except as required in her duty to the Company, she will not at any time, in any fashion, either directly or indirectly, use, divulge, disseminate, disclose, lecture upon, publish articles concerning or communicate to any person, firm or corporation in any manner whatsoever any Confidential Information, without the prior express approval from the Company. The parties hereby stipulate that as between them, all Confidential Information is important, material and confidential and that the disclosure of such Confidential Information materially adversely affects the effective and successful conduct of business by the Company and its goodwill, and that any breach of the terms of this paragraph is a material breach thereof. The Employee agrees to sign any secrecy or nondisclosure agreement required by a customer of the Company as a condition of doing business with the Company, and to provide the Company with a signed copy of said agreement. Upon termination of her employment with the Company, the Employee shall leave with the Company all documents, records, notebooks and other repositories containing Confidential Information, including any and all copies thereof then in the Employee's possession whether prepared by him or others.

4.3. Other than as stipulated in Exhibit A, the Employee agrees not to assert any rights to, and expressly assigns to the Company as the Company's exclusive property, all ideas, innovations, discoveries, improvements, Inventions, trademarks, computer programs and/or systems and other developments or improvements conceived by the Employee, alone or with others, during the term of her employment, whether or not during working hours, that are within the scope of the Company's business operations or that relate to any work or projects of the Company. The Employee agrees to assist the Company, at the Company's expense, to obtain patents or copyrights on any protectable ideas and Inventions, to obtain trademarks, to exploit other developments and to execute all documents


4

necessary to obtain such patents, copyrights, trademarks, or other developments in the name of the Company.

4.4. The Employee agrees that during the term of this Agreement and for a period of one (1) year after the expiration of this Agreement or termination of her employment with the Company, without the prior written consent of the Company (which consent will not be unreasonably withheld), she will not directly or indirectly own, operate, manage, control, participate in the management or control of, be employed by act as a consultant for, provide or facilitate the provision of financing for, assist, or maintain or continue any interest whatsoever (other than stock ownership in any publicly owned company not exceeding five percent (5%) of the outstanding stock of such company) in any of the Company's customers, served by her or by any other principal or employee of the Company during the term of her employment with the Company, or in any enterprise in the United States or Canada engaged in a business that is directly competitive with the Company. Without implied limitation, the foregoing covenant shall include hiring or engaging or attempting to hire or engage for or on behalf of herself or any competitor any officer or employee of the Company or any of its subsidiaries, encouraging for on behalf of herself or any competitor, any such officer or employee to terminate her or her relationship or employment with the Company or any of its subsidiaries, soliciting for or on behalf of herself or any competitor any person or entity which was a client of the Company or any of its subsidiaries, soliciting for or on behalf of herself or any competitor any person or entity which was a client of her employment with the Company, and diverting to any person or entity any client or business opportunity which relates to the business of the Company or any of its direct subsidiaries.

4.5. The Employee expressly agrees that the terms and condition of this Section 4 shall remain in full force and effect during and after termination of this Agreement for a period of 18 months. The parties hereto agree and declare that monetary damages will be insufficient to fully compensate the Company for its losses in the event that the Employee breaches the covenants contained in this Section 4. Therefore, the Company will be entitled to enjoin the Employee from any threatened or actual violation of any covenant contained herein, and the Employee will not raise as a defense to any action or proceeding for an injunction the claim that the Company would be adequately compensated by monetary damages.

5. DISPUTE RESOLUTION

5.1. Except with respect to matters as to which injunctive relief is being sought, any dispute arising out of or relating to this Agreement, or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the "J.A.M.S. Rules"). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C.
Section 1-16, and judgement upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York City, New York.


5

5.2. Such proceedings shall be administered by the neutral arbitrator in accordance with J.A.M.S. Rules as the arbitrator deems appropriate, however, such proceedings shall be guided by the following agreed upon procedures:

5.2.1. Mandatory exchange of all relevant documents, to be accomplished within thirty (30) days of the initiation of the procedure;

5.2.2. no other discovery;

5.2.3. hearings before the neutral arbitrator which shall consist of a summary presentation by each side of no more than three 3 hours; such hearings to take place on one or two days at a maximum; and

5.2.4. decision to be rendered not more than ten (10) days following such hearings.

6. MISCELLANEOUS PROVISIONS

6.1. Employee hereby represents and warrants that she is free to make this Agreement and the making hereof and/or performance hereunder by her will not violate the legal and/or equitable rights of any third party.

6.2. This Agreement embodies the entire understanding of the parties and there are no promises, terms, covenants, conditions or obligations or other written, expressed or implied agreements other than those contained herein. No change or modification of the Agreement will be valid unless the same will be in writing and signed by both parties hereto.

6.3. The failure of Company to act or exercise its rights under this Agreement upon the breach of any of the terms or conditions hereof by the Employee, shall not be construed as a waiver of such breach, nor prevent Company from hereafter enforcing strict compliance with any and all of the terms and conditions herein set forth. If any provision of the Agreement is declared void, all of the remaining provisions of this Agreement shall nevertheless remain in full force and effect, and no provisions shall be deemed dependent upon any other provision.

6.4.

6.4.1. The employment by Company of Employee is being effected because of Employee's special capabilities and qualifications and all of her rights, benefits and duties hereunder are, therefore, not assignable or transferable in any manner, except to the extent that any benefit hereunder may be payable to her estate.

6.4.2. The Company's obligations and duties under this Agreement shall be binding upon any successor, and this Agreement shall inure to the benefit of and be enforceable by any such successor to the Company.

6.5. This Employment Agreement will be construed and enforced in accordance with the laws of the State of New York.

6.6. Employee certifies that she has read the entire contents of this Agreement before signing her name hereto, that she was encouraged and afforded sufficient opportunity by Employer to obtain legal advice prior to her executing this Agreement and that she fully understands all of the terms, conditions, and provisions set forth herein.

6.7. If any provision of this Agreement shall be deemed unenforceable, prohibited, or invalid under applicable law, such provision shall be ineffective to the extent of such unenforceability, prohibition, or invalidity, but no other provision of this


6

Agreement shall be invalidate thereby, and the remainder of this Agreement shall remain enforceable and in effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

WEBHELP.COM INC. EMPLOYEE

By:       /s/ Kerry Adler                   /s/ Laura Hantho
    ---------------------------       --------------------------------

                                               Laura J. Hantho


EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 29th day of December, 1999, by and between Webhelp.com., Inc. a Delaware corporation with its primary offices at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company), and Hugh Cumming, an individual residing in Ontario, Canada (the "Employee").

1. EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Technology Officer until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for Company as Chief Technology Officer as the Chief Executive Officer of the Company shall direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit.

2. COMPENSATION (US Dollars)

2.1. As compensation for the performance of his duties, Employee will receive a salary at an annual rate of $170,000 payable in accordance with the Company's normal pay practices for a salaried employee.

2.2. Employee shall receive an annual guaranteed bonus of $30,000, payable at the rate of $2,500 per month. Such amount shall be payable monthly on the Company's first normal pay date of each month, the first month of employment, and shall continue so long as the Employee remains employed hereunder.

2.3. Employee shall be eligible for an incentive performance bonus for each calendar year of his employment, with such bonus for 1999, if any, prorated to reflect the number of days Employee is employed during such year.

2.4. Employee will be entitled to participate in all fringe benefit programs now or hereafter made available to other salaried employees of the Company. A summary of benefits currently in effect is attached or has been previously provided to Employee. Employee shall be entitled to up to four (4) weeks of paid vacation per year.

2.5. Company will reimburse Employee for all travel and business expenses incurred by him which are reasonable and necessary for carrying on the business of the Company. Expenses will be reimbursed after presentation by Employee of an itemized account of such expenses in form and substance satisfactory to the Company, and Company's determination that such expenditures were reasonable, ordinary and necessary.

3. TERMINATION BY COMPANY OR BY EMPLOYEE

3.1. Company may terminate Employee's employment at any time, with or without cause. If Employee is terminated by Company other than for "Cause" (as


2

defined hereinafter), he shall be entitled to receive salary continuously for the lesser of twelve (12) months or until he is gainfully employed.

3.2. For purposes of this Agreement, termination for "Cause" (as defined hereinafter) is defined as (i) willful and continued failure by Employee to perform his duties as Chief Technology Officer of the Company; (ii) gross misconduct of Employee which is injurious to the Company; (iii) a material breach by the Employee of his obligations under Section 4 of this Agreement which is reasonably believed by the Company to have caused, or to be likely to cause, material harm to the Company, or (iv) conviction of felony. Each of 3.2 (i) and (ii) shall be deemed to exist provided the Company has provided written notice to the Employee setting forth the perceived performance deficiencies and the steps needed to remedy those deficiencies and the Employee has failed to take immediate steps to remedy such deficiencies. If the Employee is terminated for Cause, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination. 3.3. Employee may terminate his employment at any time with or without "Good Reason" as defined in Section 3.4. If the Employee terminates other than for "Good Reason," no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.4. For purposes of this Agreement, termination for "Good Reason" is defined as (i) assignment to the Employee of demonstrably onerous or significantly demeaning on-going duties inconsistent with his status as Chief Technology Officer; or (ii) reduction in his total compensation below the amounts required by Section 2.1 and 2.2. If the Employee resigns for Good Reason, he shall be entitled to receive salary continuation as provided in Section 3.6.

3.5. The Employee's employment shall be automatically terminated upon the occurrence of either of the following events: (i) death of the Employee, and (ii) disability of the Employee, as defined in the long term disability policy carried by the Company for the Employee, or if no such policy exists, disability which causes the Employee to be unable to satisfactorily perform his job duties for a period of twelve
(12) consecutive months as reasonably determined by the Company in its discretion. In such cases, no further salary, bonus or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of the termination.

3.6. If the Employee is terminated by the Company other than for Cause or if the Employee resigns for Good Reason for the lesser of a period of twelve (12) months from the date his employment terminates or until he is gainfully employed, the Employee shall receive continuation of his annual base salary then in effect, together with the continuation of life and health insurance benefits then in effect; provided, however, that any benefit payable hereunder shall terminate on the date the Employee violates any of the covenants under Section 4 hereof. In the event the Company is unable to continue the Employee's participation in any such insurance program after the date of such termination or resignation, the


3

Company shall provide substantially equivalent insurance benefits or reimburse the Employee for the cost of acquiring substantially equivalent benefits.

4. COVENANTS BY EMPLOYEE

4.1. Definitions: As used in this Agreement, the following terms shall have the following meanings:

4.1.1. "Confidential Information" includes trade secrets and all other information disclosed to or known by the Employee as a result of or through the Employee's employment by the Company, including information about the Company's processes, services or products, including all information related to research, development, inventions, production, purchasing, accounting, finances, engineering, marketing, merchandising, and customers' names and accounts but excluding general knowledge in the industry in which the Company is engaged.

4.1.2. "Inventions" includes any discoveries concepts and ideas regardless of patentability, including but not limited to processes, methods, computer programs and techniques, as well as improvements thereof, concerning any activity of the Company that the Employee may become acquainted with as a result of employment by the Company.

4.2. Other than as stipulated in Exhibit A, the Employee expressly agrees that, except as required in his duty to the Company, he will not at any time, in any fashion, either directly or indirectly, use, divulge, disseminate, disclose, lecture upon, publish articles concerning or communicate to any person, firm or corporation in any manner whatsoever any Confidential Information, without the prior express approval from the Company. The parties hereby stipulate that as between them, all Confidential Information is important, material and confidential and the disclosure of such Confidential Information materially adversely affects the effective and successful conduct of business by the Company and its goodwill, and that any breach of the terms of this paragraph is a material breach thereof. The Employee agrees to sign any secrecy or nondisclosure agreement required by a customer of the Company as a condition of doing business with the Company, and to provide the Company with a signed copy of said agreement. Upon termination of his employment with the Company, the Employee shall leave with the Company all documents, records, notebooks and other repositories containing Confidential Information, including any and all copies thereof then in the Employee's possession whether prepared by him or others.

4.3. Other than as stipulated in Exhibit A, the Employee agrees not to assert any rights to, and expressly assigns to the Company as the Company's exclusive property, all ideas, innovations, discoveries, improvements, Inventions, trademarks, computer programs and/or systems and other developments or improvements conceived by the Employee, alone or with others, during the term of his employment, whether or not during working hours, that are within the scope of the Company's business operations or that relate to any work or projects of the Company. The Employee agrees to assist the Company, at the Company's expense, to obtain patents or copyrights on any protectable ideas and Inventions, to obtain trademarks, to exploit other developments and to execute all documents


4

necessary to obtain such patents, copyrights, trademarks, or other developments in the name of the Company.

4.4. The Employee agrees that during the term of this Agreement and for a period of one (1) year after the expiration of this Agreement or termination of his employment with the Company, without the prior written consent of the Company (which consent will not be unreasonably withheld), he will not directly or indirectly own, operate, manage, control, participate in the management or control of, be employed by act, as a consultant for, provide or facilitate the provision of financing for, assist, or maintain or continue any interest whatsoever (other than stock ownership in any publicly owned company not exceeding five percent (5%) of the outstanding stock of such company) in any of the Company's customers, served by him or by any other principal or employee of the Company during the term of his employment with the Company, or in any enterprise in the United States or Canada engaged in a business that is directly competitive with the Company. Without implied limitation, the foregoing covenant shall include hiring or engaging or attempting to hire or engage for or on behalf of himself or any competitor any officer or employee of the Company or any of its subsidiaries, encouraging for on behalf of himself or any competitor, any such officer or employee to terminate his or his relationship or employment with the Company or any of its subsidiaries, soliciting for or on behalf of himself or any competitor any person or entity which was a client of the Company or any of its subsidiaries, soliciting for or on behalf of himself or any competitor any person or entity which was a client of his during his employment with the Company, and diverting to any person or entity any client or business opportunity which relates to the business of the Company or any of its subsidiaries.

4.5. The Employee expressly agrees that the terms and condition of this
Section 4 shall remain in full force and effect during and after termination of this Agreement for a period of 12 months. The parties hereto agree and declare that monetary damages will be insufficient to fully compensate the Company for its losses in the event that the Employee breaches the covenants contained in this Section 4. Therefore, the Company will be entitled to enjoin the Employee from any threatened or actual violation of any covenant contained herein, and the Employee will not raise as a defense to any action or proceeding for an injunction the claim that the Company would be adequately compensated by monetary damages.

5. DISPUTE RESOLUTION

5.1. Except with respect to matters as to which injunctive relief is being sought, any dispute arising out of or relating to this Agreement, or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the "J.A.M.S. Rules"). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16, and judgement upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York City, New York.

5.2. Such proceedings shall be administered by the neutral arbitrator in accordance with J.A.M.S. Rules as the arbitrator deems appropriate, however, such proceedings shall be guided by the following agreed upon procedures:


5

5.2.1. Mandatory exchange of all relevant documents, to be accomplished within thirty (30) days of the initiation of the procedure;

5.2.2. no other discovery;

5.2.3. hearings before the neutral arbitrator which shall consist of a summary presentation by each side of no more than three 3 hours; such hearings to take place on one or two days at a maximum; and

5.2.4. decision to be rendered not more than ten (10) days following such hearings.

6. MISCELLANEOUS PROVISIONS

6.1. Employee hereby represents and warrants that he is free to make this Agreement and the making hereof and/or performance hereunder by him will not violate the legal and/or equitable rights of any third party.

6.2. This Agreement embodies the entire understanding of the parties and there are no promises, terms, covenants, conditions or obligations or other written, expressed or implied agreements other than those contained herein. No change or modification of the Agreement will be valid unless the same will be in writing and signed by both parties hereto.

6.3. The failure of Company to act or exercise its rights under this Agreement upon the breach of any of the terms or conditions hereof by the Employee shall not be construed as a waiver of such breach, nor prevent Company from hereafter enforcing strict compliance with any and all of the terms and conditions herein set forth. If any provision of the Agreement is declared void, all of the remaining provisions of this Agreement shall nevertheless remain in full force and effect, and no provisions shall be deemed dependent upon any other provision.

6.4.

6.4.1. The employment by Company of Employee is being effected because of Employee's special capabilities and qualifications and all of his rights, benefits and duties hereunder are, therefore, not assignable or transferable in any manner, except to the extent that any benefit hereunder may be payable to his estate.

6.4.2. The Company's obligations and duties under this Agreement shall be binding upon any successor, and this Agreement shall inure to the benefit of and be enforceable by any such successor to the Company.

6.5. This Employment Agreement will be construed and enforced in accordance with the laws of the State of New York.

6.6. Employee certifies that he has read the entire contents of this Agreement before signing his name hereto, that he was encouraged and afforded sufficient opportunity by Employer to obtain legal advice prior to executing this Agreement and that he fully understands all of the terms, conditions, and provisions set forth herein.

6.7. If any provision of this Agreement shall be deemed unenforceable, prohibited, or invalid under applicable law, such provision shall be ineffective to the extent of such unenforceability, prohibition, or invalidity, but no other provision of this Agreement shall be invalidated thereby, and the remainder of this Agreement shall remain enforceable and in effect.


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

WEBHELP.COM INC. EMPLOYEE

By:      /s/ Kerry Adler                     /s/ Hugh Cumming
    ---------------------------       --------------------------------

                                                Hugh Cumming


Exhibit 10.16

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of the 29th day of December, 1999, by and between Webhelp.com Inc., a Delaware corporation (the "Company), and Dan Walter (the "Employee").

1. EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Marketing Officer of the Company until the termination of his employment pursuant to Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for the Company as the Chief Executive Officer shall reasonably direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and will not engage in any other business activities for compensation or profit.

2. COMPENSATION (US Dollars)

2.1. As compensation for the performance of his duties, Employee will receive a base salary at an annual rate of $200,000 payable in accordance with the Company's normal pay practices for a salaried employee.

2.2. Employee shall be eligible for an incentive performance bonus for each calendar year of his employment, with such bonus for 2000, if any, prorated to reflect the number of days Employee is employed during such year.

2.3. Employee will be entitled to participate in all fringe benefit programs now or hereafter made available to other salaried employees of the Company. A summary of benefits currently in effect is attached or has been previously provided to Employee. Employee shall be entitled to four (4) weeks of paid vacation per year.

2.4. Company will reimburse Employee for all travel and business expenses incurred by him which are reasonable and necessary for carrying on the business of the Company. Expenses will be reimbursed after presentation by Employee of an itemized account of such expenses in form and substance satisfactory to the Company, and Company's determination that such expenditures were reasonable, ordinary and necessary.

3. TERMINATION OF EMPLOYMENT

3.1. Company may terminate Employee's employment at any time, with or without Cause (as defined hereunder). If Employee is terminated by Company without Cause and other than by reason of the Employee's death or disability, Employee shall be entitled to salary and benefit continuation as provided in Section 3.6.


2

3.2 For purposes of this Agreement, "Cause" shall mean (i) willful and continued failure by Employee to perform his duties as Chief Marketing Officer of the Company; (ii) gross misconduct or neglect of Employee in carrying out his duties hereunder which is injurious to the Company; (iii) a material breach by the Employee of his obligations under Section 4 of this Agreement which is reasonably believed by the Company to have caused, or to be likely to cause, material harm to the Company, or (iv) conviction of a felony. Each of 3.2 (i) and (ii) shall be deemed to exist provided the Company has provided written notice to the Employee setting forth the perceived performance deficiencies and the steps needed to remedy those deficiencies and the Employee has failed to take immediate steps to remedy such deficiencies. If the Employee is terminated for Cause, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.3 Employee may terminate his employment at any time with or without "Good Reason" as defined in Section 3.4. If the Employee terminates other than for Good Reason, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.4 For purposes of this Agreement, termination for "Good Reason" is defined as (i) assignment to the Employee of demonstrably onerous or significantly demeaning on-going duties inconsistent with his status as Chief Marketing Officer; or (ii) a reduction in Employee's total compensation below the amounts set forth in Sections 2.1 and 2.2. If the Employee resigns for Good Reason, Employee shall be entitled to receive salary and benefit continuation as provided in Section 3.6.

3.5 Employee's employment shall be automatically terminated upon the occurrence of either of the following events: (i) death of the Employee, and (ii) disability of the Employee, as defined in the long term disability policy carried by the Company for the Employee, or if no such policy exists, disability which causes the Employee to be unable to satisfactorily perform his job duties for a cumulative period of three months in any period of six consecutive months as reasonably determined by the Company in its discretion. In such cases, no further salary, bonus or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of the termination.

3.6 If the Employee is terminated by the Company other than for Cause or if the Employee resigns for Good Reason, for the lesser of a period of twelve (12) months from the date his employment terminates or until he is gainfully employed (including as a consultant or independent contractor), the Employee will be entitled to receive continuation of his annual base salary then in effect, together with continuation of life and health insurance benefits at the level in effect on the date of termination or resignation; provided, however, that any benefit payable


3

hereunder shall terminate the date the Employee breaches any covenant under Section 4 hereof. In the event the Company is unable to continue the Employee's participation in any such insurance program after the date of such termination or resignation, the Company shall provide substantially equivalent insurance benefits or reimburse the Employee for the cost of acquiring substantially equivalent benefits.

4 COVENANTS BY EMPLOYEE

4.1 Definitions: As used in this Agreement, the following terms shall have the following meanings:

4.1.1 "Confidential Information" means trade secrets and all other information disclosed to or known by the Employee as a result of or through the Employee's employment by the Company, including information about the Company's processes, projects, services or products, including all information related to research, development, inventions, production, purchasing, accounting, finances, engineering, marketing, merchandising, and customers' names and accounts but excluding general knowledge in the industry in which the Company is engaged.

4.1.2 "Inventions" means any discoveries, concepts and ideas, regardless of patentability, including but not limited to, processes, methods, computer programs and techniques, and improvements thereof concerning or relating to any activity of the Company that the Employee may become acquainted with as a result of employment by the Company.

4.2 The Employee expressly agrees that, except as required in the performance of his duties to the Company, Employee will not at any time, directly or indirectly, use, divulge, disseminate, disclose, lecture upon, publish articles concerning or communicate or otherwise make available to any person, firm or entity in any manner whatsoever any Confidential Information without the prior express written approval from the Company. The parties hereby stipulate that as between them, all Confidential Information is important, material and confidential and that the disclosure of such Confidential Information materially adversely affects the effective and successful conduct of business by the Company and its goodwill, and that any breach of the terms of this paragraph is a material breach of this Agreement. The Employee agrees to sign any secrecy or nondisclosure agreement required by a customer of the Company as a condition of doing business with the Company, and to provide the Company with a signed copy of said agreement. The Employee agrees that all Confidential Information is the exclusive property of the Company and upon termination of his employment the Employee shall return to the Company all documents, records, notebooks and other repositories containing Confidential Information, including any and all copies thereof then in the Employee's possession whether prepared by him or others.


4

4.3 The Employee agrees not to assert any rights to, and expressly assigns to the Company as the Company's exclusive property, all ideas, innovations, discoveries, improvements, Inventions, trademarks, computer programs and/or systems and other developments or improvements conceived by the Employee, alone or with others, during the term of his employment, whether or not during working hours, that are within the scope of the Company's business operations or that relate to any work or projects of the Company. The Employee agrees to assist the Company, at the Company's expense, to obtain patents or copyrights on any protectable ideas and Inventions, to obtain trademarks, to exploit other developments and to execute all documents necessary to obtain such patents, copyrights, trademarks, or other developments in the name of the Company.

4.4 The Employee agrees that during the term of this Agreement and for a period of one year after the expiration of this Agreement or termination of his employment with the Company (without regard to whether such termination is by you or the Company), without the prior written consent of the Company, he will not, directly or indirectly, engage, own, operate, manage, control, participate in the management or control of, be employed by, act as a consultant for, provide or facilitate the provision of financing for, assist, or maintain or continue any interest whatsoever (other than stock ownership in any publicly owned company not exceeding five percent (5%) of the outstanding stock of such company) in (i) any of the Company's customers, served by him or by any other principal or employee of the Company during the term of his employment with the Company, or (ii) any enterprise in the United States or Canada engaged in a business that is competitive with the Company. Without implied limitation, the foregoing covenant shall include hiring or engaging or attempting to hire or engage for his own account or for the account of any person, firm or entity any officer or employee of the Company, encouraging on behalf of himself or any competitor, any such officer or employee to terminate his relationship or employment with the Company, soliciting for or on behalf of himself or any competitor any person or entity which was a client of the Company, and diverting to any person or entity any client or business opportunity which relates to the business of the Company.

4.5 The Employee expressly agrees that the terms and condition of this
Section 4 (other than Section 4.4) shall remain in full force and effect during and after termination of this Agreement for a period of 18 months. The parties hereto agree and declare that monetary damages will be insufficient to fully compensate the Company for its losses in the event that the Employee breaches the covenants contained in this
Section 4. Therefore, the Company will be entitled to enjoin the Employee from any threatened or actual violation of any covenant contained herein, and the Employee will not raise as a defense to any action or proceeding for an injunction the claim that the Company would be adequately compensated by monetary damages.

4.6 For purposes of Sections 4.1 through 4.5 hereof, the term "Company" shall include all direct and indirect subsidiaries of the Company.

5 DISPUTE RESOLUTION


5

5.1 Except with respect to matters as to which injunctive relief is being sought, any dispute arising out of or relating to this Agreement, or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the "J.A.M.S. Rules"). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16, and judgement upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York City, New York.

5.2 Such proceedings shall be administered by the neutral arbitrator in accordance with J.A.M.S. Rules as the arbitrator deems appropriate, however, such proceedings shall be guided by the following agreed upon procedures:

5.2.1 Mandatory exchange of all relevant documents, to be accomplished within thirty (30) days of the initiation of the procedure;

5.2.2 no other discovery;

5.2.3 hearings before the neutral arbitrator which shall consist of a summary presentation by each side of no more than three 3 hours; such hearings to take place on one or two days at a maximum; and

5.2.4 decision to be rendered not more than ten (10) days following such hearings.

6 MISCELLANEOUS PROVISIONS

6.1 Employee hereby represents and warrants that he is free to make this Agreement and the making and performance of this Agreement by him will not violate the legal and/or equitable rights of any third party.

6.2 This Agreement embodies the entire understanding of the parties and there are no promises, terms, covenants, conditions or obligations or other written, expressed or implied agreements other than those contained herein. No change or modification of the Agreement will be valid unless the same will be in writing and signed by both parties hereto.

6.3 The failure of Company to act or exercise its rights under this Agreement upon the breach of any of the terms or conditions hereof by the Employee shall not be construed as a waiver of such breach, nor prevent Company from hereafter enforcing strict compliance with any and all of the terms and conditions herein set forth. If any provision of the Agreement is declared void, all of the remaining provisions of this Agreement shall nevertheless remain in full force and effect, and no provisions shall be deemed dependent upon any other provision.

6.4


6

6.4.1 The employment by Company of Employee is being effected because of Employee's special capabilities and qualifications and all of his rights, benefits and duties hereunder are, therefore, not assignable or transferable in any manner, except to the extent that any benefit hereunder may be payable to Employee's estate.

6.4.2 The Company may assign this Agreement and the Company's obligations and duties hereunder shall be binding upon any successor and shall inure to the benefit of and be enforceable by any such successor to the Company.

6.5 The validity, construction and performance of this Employment Agreement will be governed by the laws of the State of New York, without regard to conflict of law principles.

6.6 Employee certifies that he has read the entire contents of this Agreement before signing his name hereto, that he was encouraged and afforded sufficient opportunity by Employer to obtain legal advice prior to his executing this Agreement and that he fully understands all of the terms, conditions, and provisions set forth herein.

6.7 If any provision of this Agreement shall be deemed unenforceable, prohibited, or invalid under applicable law, such provision shall be ineffective to the extent of such unenforceability, prohibition, or invalidity, but no other provision of this Agreement shall be invalidated thereby, and the remainder of this Agreement shall remain enforceable and in effect.

6.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

* * *


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

WEBHELP.COM INC. EMPLOYEE

By: /s/ Kerry Adler /s/ Dan Walter


EXHIBIT 10.17

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 7th day of February, 2000, by and between Webhelp Canada Inc., an Ontario corporation (the "Company), and Tom Cronin ("Employee"). The first date of employment under this Agreement will be February 8, 2000 (the "Commencement Date").

1. EMPLOYMENT RELATIONSHIP.

Employee is hereby employed by the Company and will act also in the capacity of Chief Financial Officer of the Company's parent, Webhelp.com Inc., a Delaware corporation (the "Parent"), until the termination of his employment pursuant to
Section 3 hereof. Employee will faithfully, fully, and to the best of his ability, experience and talent perform and render such services and perform such duties for the Company and the Parent as the President of the Company shall reasonably direct. Employee will devote his full business time, attention, knowledge and skill solely to the business of the Company and the Parent and will not engage in any other business activities for compensation or profit.

2. COMPENSATION (US Dollars)

2.1. As compensation for the performance of his duties, Employee will receive a base salary at an annual rate of $170,000 payable in accordance with the Company's normal pay practices for a salaried employee.

2.2. Employee shall receive an annual guaranteed bonus of $30,000, payable at a rate of $2,500 per month on the Company's first normal pay date of each month.

2.3. Employee shall be eligible for an incentive performance bonus for each calendar year of his employment, with such bonus for 2000, if any, prorated to reflect the number of days Employee is employed during such year.

2.4. The Parent will grant to Employee on the Commencement Date nonqualified options (the "Options") to purchase an aggregate of 400,000 shares of the common stock, par value $0.01 per share ("Common Stock"), of the Parent subject to and under the Parent's 1999 Long Term Incentive Plan (the "Plan"). The Options shall in all respects be subject to the Plan and shall (i) have an exercise price per share equal to $4.95 per share, proportionately adjusted for any stock splits, reverse stock splits or stock dividends in respect of the Common Stock, (ii) have a term of ten (10) years from the date of grant; and (iii) vest and become exercisable over three years in quarterly installments from the Commencement Date, provided that Employee is employed by the Company (or its subsidiary or affiliate) on the applicable vesting date. However, should this Agreement terminate other than for "Cause" (as defined in paragraph 3.2), the number of unvested options as at the date of such termination, shall be reduced by 50% and any remaining options unvested will continue to vest and be


2

exercisable under the existing terms of this Agreement and the 1999 Long Term Incentive Plan.

2.5. Employee will be entitled to participate in all fringe benefit programs now or hereafter made available to other salaried employees of the Company. A summary of benefits currently in effect is attached or has been previously provided to Employee. Employee shall be entitled to four (4) weeks of paid vacation per year.

2.6. The Company will reimburse Employee for all travel and business expenses incurred by him which are reasonable and necessary for carrying on the business of the Company and the Parent. Expenses will be reimbursed after presentation by Employee of an itemized account of such expenses in form and substance satisfactory to the Company and the Company's determination that such expenditures were reasonable, ordinary and necessary.

3. TERMINATION OF EMPLOYMENT

3.1. The Company may terminate Employee's employment at any time, with or without Cause (as defined hereinafter). If Employee is terminated by the Company without Cause and other than by reason of Employee's death or disability, Employee shall be entitled to salary and benefit continuation as provided in Section 3.6.

3.2 For purposes of this Agreement, "Cause" shall mean (i) willful and continued failure by Employee to perform his duties as Chief Financial Officer of the Parent; (ii) gross misconduct or neglect of Employee in carrying out his duties hereunder which is injurious to the Company, the Parent or any of their respective subsidiaries (collectively, the "Parent Group"); (iii) a material breach by Employee of his obligations under Section 4 of this Agreement which is reasonably believed by the Company to have caused, or to be likely to cause, material harm to the Parent Group, or (iv) conviction of a felony. Each of 3.2 (i) and (ii) shall be deemed to exist provided the Company has provided written notice to Employee setting forth the perceived performance deficiencies and the steps needed to remedy those deficiencies and Employee has failed to take immediate steps to remedy such deficiencies. If Employee is terminated for Cause, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.

3.3 Employee may terminate his employment at any time with or without "Good Reason" as defined in Section 3.4. If Employee terminates other than for Good Reason, no further salary, bonus, incentive performance bonus, or other compensation will be payable under this Agreement except for any amount of base salary and bonus which has accrued but not been paid prior to the date of termination.


3

          3.4  For purposes of this Agreement, termination for "Good Reason" is
               defined as (i) assignment to Employee of demonstrably onerous or
               significantly demeaning on-going duties inconsistent with his
               status as Chief Financial Officer of the Parent; or (ii) a
               reduction in Employee's total compensation below the amounts set
               forth in Sections 2.1 and 2.2. If Employee resigns for Good
               Reason, Employee shall be entitled to receive salary and benefit
               continuation as provided in Section 3.6.

          3.5  Employee's employment shall be automatically terminated upon the
               occurrence of either of the following events: (i) the death of
               Employee, and (ii) the disability of Employee, as defined in the
               long term disability policy carried by the Company for Employee,
               or if no such policy exists, disability which causes Employee to
               be unable to satisfactorily perform his job duties for a
               cumulative period of three months in any period of six
               consecutive months as reasonably determined by the Company in its
               discretion. In such cases, no further salary, bonus or other
               compensation will be payable under this Agreement except for any
               amount of base salary and bonus which has accrued but not been
               paid prior to the date of the termination.

          3.6  If Employee is terminated by the Company other than for Cause or
               if Employee resigns for Good Reason, for the lesser of a period
               of twelve (12) months from the date his employment terminates or
               until he is gainfully employed (including as a consultant or
               independent contractor), Employee will be entitled to receive
               continuation of his annual base salary then in effect, together
               with continuation of life and health insurance benefits at the
               level in effect on the date of termination or resignation;
               provided, however, that any benefit payable hereunder shall
               terminate the date Employee breaches any covenant under Section 4
               hereof. In the event the Company is unable to continue Employee's
               participation in any such insurance program after the date of
               such termination or resignation, the Company shall provide
               substantially equivalent insurance benefits or reimburse Employee
               for the cost of acquiring substantially equivalent benefits.

4        COVENANTS BY EMPLOYEE

          4.1  Definitions: As used in this Agreement, the following terms shall
               have the following meanings:

               4.1.1 "Confidential Information" means trade secrets and all
                    other information disclosed to or known by Employee as a
                    result of or through Employee's employment by the Company,
                    including information about the processes, projects,
                    services or products, including all information related to
                    research, development, inventions, production, purchasing,
                    accounting, finances, engineering, marketing, merchandising,
                    and customers' names and accounts of any member of the
                    Parent Group but excluding general knowledge in the industry
                    in which the Parent Group is engaged.

               4.1.2 "Inventions" means any discoveries, concepts and ideas,
                    regardless of patentability, including but not limited to,
                    processes, methods, computer


4

programs and techniques, and improvements thereof concerning or relating to any activity of any member of the Parent Group that the Employee may become acquainted with as a result of employment by Company.

4.2 Employee expressly agrees that, except as required in the performance of his duties to the Company or the Parent, Employee will not at any time, directly or indirectly, use, divulge, disseminate, disclose, lecture upon, publish articles concerning or communicate or otherwise make available to any person, firm or entity in any manner whatsoever any Confidential Information without the prior express written approval from the Company. The parties hereby stipulate that as between them, all Confidential Information is important, material and confidential and that the disclosure of such Confidential Information materially adversely affects the effective and successful conduct of business by the Parent Group and its goodwill, and that any breach of the terms of this paragraph is a material breach of this Agreement. Employee agrees to sign any secrecy or nondisclosure agreement required by a customer of the Parent Group as a condition of doing business with the Parent Group, and to provide the Company with a signed copy of said agreement. Employee agrees that all Confidential Information is the exclusive property of members of the Parent Group and upon termination of his employment Employee shall return to the Company all documents, records, notebooks and other repositories containing Confidential Information, including any and all copies thereof then in Employee's possession whether prepared by him or others.

4.3 Employee agrees not to assert any rights to, and expressly assigns to the Company as the Company's exclusive property, all ideas, innovations, discoveries, improvements, Inventions, trademarks, computer programs and/or systems and other developments or improvements conceived by Employee, alone or with others, during the term of his employment, whether or not during working hours, that are within the scope of the Parent Group's business operations or that relate to any work or projects of the Parent Group. Employee agrees to assist members of the Parent Group, at the Company's expense, to obtain patents or copyrights on any protectable ideas and Inventions, to obtain trademarks, to exploit other developments and to execute all documents necessary to obtain such patents, copyrights, trademarks, or other developments in the name of members of the Parent Group.

4.4 Employee agrees that during the term of this Agreement and for a period of one year after the expiration of this Agreement or termination of his employment with the Company and any other members of the Parent Group (without regard to whether such termination is by him or the Company), without the prior written consent of the Company, he will not, directly or indirectly, engage, own, operate, manage, control, participate in the management or control of, be employed by, act as a consultant for, provide or facilitate the provision of financing for, assist, or maintain or continue any interest whatsoever (other than stock ownership in any publicly owned company not exceeding five percent (5%) of the outstanding stock of such company) in
(i) any of the Parent Group's customers, served by him


5

               or by any other principal or employee of any member of the Parent
               Group during the term of his employment with the Company, or (ii)
               any enterprise in the United States or Canada engaged in a
               business that is competitive with the Parent Group. Without
               implied limitation, the foregoing covenant shall include hiring
               or engaging or attempting to hire or engage for his own account
               or for the account of any person, firm or entity any officer or
               employee of any member of the Parent Group, encouraging on behalf
               of himself or any competitor, any such officer or employee to
               terminate his relationship or employment with the any member of
               the Parent Group, soliciting for or on behalf of himself or any
               competitor any person or entity which was a client of any member
               of the Parent Group, and diverting to any person or entity any
               client or business opportunity which relates to the business of
               the Parent Group.

          4.5  Employee expressly agrees that the terms and condition of this
               Section 4 (other than Section 4.4) shall remain in full force and
               effect during and after termination of this Agreement for a
               period of 18 months. The parties hereto agree and declare that
               monetary damages will be insufficient to fully compensate the
               Company for its losses in the event that Employee breaches the
               covenants contained in this Section 4. Therefore, the Company
               will be entitled to enjoin Employee from any threatened or actual
               violation of any covenant contained herein, and Employee will not
               raise as a defense to any action or proceeding for an injunction
               the claim that the Company would be adequately compensated by
               monetary damages.

5        DISPUTE RESOLUTION

          5.1  Except with respect to matters as to which injunctive relief is
               being sought, any dispute arising out of or relating to this
               Agreement, or the breach, termination or validity hereof shall be
               finally settled by binding arbitration conducted expeditiously in
               accordance with J.A.M.S./Endispute Comprehensive Arbitration
               Rules and Procedures (the "J.A.M.S. Rules"). The arbitration
               shall be governed by the United States Arbitration Act, 9 U.S.C.
               Section 1-16, and judgement upon the award rendered by the
               arbitrators may be entered by any court having jurisdiction
               thereof. The place of arbitration shall be New York City, New
               York.

          5.2  Such proceedings shall be administered by the neutral arbitrator
               in accordance with J.A.M.S. Rules as the arbitrator deems
               appropriate, however, such proceedings shall be guided by the
               following agreed upon procedures:

               5.2.1 Mandatory exchange of all relevant documents, to be
                    accomplished within thirty (30) days of the initiation of
                    the procedure;

               5.2.2 no other discovery;

               5.2.3 hearings before the neutral arbitrator which shall consist
                    of a summary presentation by each side of no more than three
                    3 hours; such hearings to take place on one or two days at a
                    maximum; and


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               5.2.4 decision to be rendered not more than ten (10) days
                    following such hearings.

6        MISCELLANEOUS PROVISIONS

          6.1  Employee hereby represents and warrants that he is free to make
               this Agreement and the making and performance of this Agreement
               by him will not violate the legal and/or equitable rights of any
               third party.

          6.2  This Agreement embodies the entire understanding of the parties
               and there are no promises, terms, covenants, conditions or
               obligations or other written, expressed or implied agreements
               other than those contained herein. No change or modification of
               the Agreement will be valid unless the same will be in writing
               and signed by both parties hereto.

          6.3  The failure of the Company to act or exercise its rights under
               this Agreement upon the breach of any of the terms or conditions
               hereof by Employee shall not be construed as a waiver of such
               breach, nor prevent the Company from hereafter enforcing strict
               compliance with any and all of the terms and conditions herein
               set forth. If any provision of the Agreement is declared void,
               all of the remaining provisions of this Agreement shall
               nevertheless remain in full force and effect, and no provisions
               shall be deemed dependent upon any other provision.

          6.4

               6.4.1 The employment by the Company of Employee is being effected
                    because of Employee's special capabilities and
                    qualifications and all of his rights, benefits and duties
                    hereunder are, therefore, not assignable or transferable in
                    any manner, except to the extent that any benefit hereunder
                    may be payable to Employee's estate.

               6.4.2 The Company may assign this Agreement and the Company's
                    obligations and duties hereunder shall be binding upon any
                    successor and shall inure to the benefit of and be
                    enforceable by any such successor to the Company.

          6.5  The validity, construction and performance of this Agreement will
               be governed by the laws of the State of New York, without regard
               to conflict of law principles.

          6.6  Employee certifies that he has read the entire contents of this
               Agreement before signing his name hereto, that he was encouraged
               and afforded sufficient opportunity by the Company to obtain
               legal advice prior to his executing this Agreement and that he
               fully understands all of the terms, conditions, and provisions
               set forth herein.

          6.7  If any provision of this Agreement shall be deemed unenforceable,
               prohibited, or invalid under applicable law, such provision shall
               be ineffective to the extent of such unenforceability,
               prohibition, or invalidity, but no other provision of this
               Agreement shall be invalidated thereby, and the remainder of this
               Agreement shall remain enforceable and in effect.


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6.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

* * *


8

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

WEBHELP CANADA INC. EMPLOYEE

By: /s/ /s/ Tom Cronin


Exhibit 10.18

WEBHELP.COM, INC.
1999 LONG TERM INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of this Webhelp.com, Inc. 1999 Long Term Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, Webhelp.com, Inc. (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity thus enhancing the value of the Company for the benefit of its shareholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

"Affiliate" shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

"Award" shall mean any Option, Stock Appreciation Right, Restricted Security, Performance Award, or Other Stock-Based Award granted under the Plan.

"Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

"Board" shall mean the Board of Directors of the Company.

"Cause", as used in connection with the termination of a Participant's employment, shall mean (i) with respect to any Participant employed under a written employment agreement with the Company or an Affiliate of the Company which agreement includes a definition of "cause," "cause" as defined in such agreement or, if such agreement contains no such definition, a material breach by the Participant of such agreement, or (ii) with respect to any other Participant, the failure to perform adequately in carrying out such Participant's employment responsibilities, including any directives from the Board, or engaging in such behavior in his personal or business life as to lead the Committee in its reasonable judgment to determine that it is in the best interests of the Company to terminate his employment.

"Common Stock" shall mean the common stock of the Company, $.01 par value.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.


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"Committee" shall mean the Compensation Committee or any other committee of the Board designated by the Board to administer the Plan and composed of not less than three nonemployee directors.

"Common Shares" shall mean any or all, as applicable, of the Common Stock and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(b) of the Plan and any other securities of the Company or any Affiliate or any successor that may be so designated by the Committee.

"Employee" shall mean any employee of the Company or of any Affiliate.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" shall mean (A) with respect to any property other than the Common Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee; and (B) with respect to the Common Shares, the last sale price regular way on the date of reference, or, in case no sale takes place on such date, the average of the high bid and low asked prices, in either case on the principal national securities exchange on which the Common Shares are listed or admitted to trading, or if the Common Shares are not listed or admitted to trading on any national securities exchange, the last sale price reported on The Nasdaq National Market on such date, or the average of the closing high bid and low asked prices in The Nasdaq SmallCap Market on such date, whichever is applicable, or if there are no such prices reported on The Nasdaq Stock Market on such date, as furnished to the Committee by any New York Stock Exchange member selected from time to time by the Committee for such purpose. If there is no bid or asked price reported on any such date, the Fair Market Value shall be determined by the Committee in accordance with the regulations promulgated under
Section 2031 of the Code, or by any other appropriate method selected by the Committee.

"Good Reason", as used in connection with the termination of a Participant's employment, shall mean (i) with respect to any Participant employed under a written employment agreement with the Company or an Affiliate of the Company, "good reason" as defined in such written agreement or, if such agreement contains no such definition, a material breach by the Company of such agreement, or (ii) with respect to any other Participant, a failure by the Company to pay such Participant any amount otherwise vested and due and a continuation of such failure for 30 business days following notice to the Company thereof.

"Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

"Non-Qualified Stock Option" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. Any stock option granted by the Committee which is not designated an Incentive Stock Option shall be deemed a Non-Qualified Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


3

"Other Stock-Based Award" shall mean any right granted under
Section 6(e) of the Plan.

"Participant" shall mean any individual granted an Award under the Plan.

"Performance Award" shall mean any right granted under Section 6(d) of the Plan.

"Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

"Released Securities" shall mean securities that were Restricted Securities but with respect to which all applicable restrictions have expired, lapsed or been waived in accordance with the terms of the Plan or the applicable Award Agreement.

"Restricted Securities" shall mean any Common Shares granted under Section 6(c) of the Plan, any right granted under Section 6(c) of the Plan that is denominated in Common Shares or any other Award under which issued and outstanding Common Shares are held subject to certain restrictions.

"Rule 16a-1" and "Rule 16b-3" shall mean, respectively, Rule 16a-1 and Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

SECTION 3. ADMINISTRATION. The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to an eligible Employee or other individual under the Plan; (iii) determine the number and classification of Common Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine requirements for the vesting of Awards or performance criteria to be achieved in order for Awards to vest; (vii) determine whether, to what extent and under what circumstances cash, Common Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of


4

the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder and any Employee. Notwithstanding the foregoing, the maximum number of Awards which may be granted to any one Participant under this Plan in any one-year period shall not exceed _____ Common Shares, subject to the adjustments provided in Section 4(b) hereof and no Awards under this Plan shall be granted after June 30, 2009.

SECTION 4. COMMON SHARES AVAILABLE FOR AWARDS.

(a) COMMON SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b):

(i) CALCULATION OF NUMBER OF COMMON SHARES AVAILABLE. The number of Common Shares available for granting Awards under the Plan shall be ______, any or all of which may be or may be based on Common Stock, any other security which becomes the subject of Awards, or any combination thereof. Initially ______ shares of Common Stock shall be reserved for Awards hereunder. Further, if, after the effective date of the Plan, any Common Shares covered by an Award granted under the Plan or to which such an Award relates, are forfeited, or if an Award otherwise terminates or is canceled without the delivery of Shares or of other consideration, then the Common Shares covered by such Award or to which such Award relates, or the number of Common Shares otherwise counted against the aggregate number of Common Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, termination or cancellation, shall again be, or shall become, available for granting Awards under the Plan.

(ii) ACCOUNTING FOR AWARDS. For purposes of this
Section 4,

(A) if an Award is denominated in or based upon Common Shares, the number of Common Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Common Shares available for granting Awards under the Plan and against the maximum number of Awards available to any Participant; and

(B) Awards not denominated in Common Shares may be counted against the aggregate number of Common Shares available for granting Awards under the Plan and against the maximum number of Awards available to any participant in such amount and at such time as the Committee shall determine under procedures adopted by the Committee consistent with the purposes of the Plan;

PROVIDED, HOWEVER, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards


5

may be counted or not counted under procedures adopted by the Committee in order to avoid double counting. Any Common Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company, through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company shall, in the case of Awards granted to Participants who are officers or directors of the Company for purposes of Section 16 of the Exchange Act, be counted against the Common Shares available for granting Awards under the Plan.

(iii) SOURCES OF COMMON SHARES DELIVERABLE UNDER AWARDS. Any Common Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Shares or of treasury Common Shares.

(b) ADJUSTMENTS. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to purchase Common Shares or other securities of the Company, or other similar corporate transaction or event affects the Common Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of Common Shares (or other securities or property) which thereafter may be made the subject of Awards, (ii) the number and kind of Common Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; PROVIDED, HOWEVER, that the number of Common Shares subject to any Award denominated in Common Shares shall always be a whole number.

In connection with any merger or consolidation in which the Company is not the surviving corporation and which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than a majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group of all or a majority of the then outstanding voting securities of the Company, all outstanding Options under the Plan shall become exercisable in full, notwithstanding any other provision of the Plan or of any outstanding Options granted thereunder, on and after (i) the fifteenth day prior to the effective date of such merger, consolidation, sale, transfer or acquisition or (ii) the date of commencement of such tender offer or exchange offer, as the case may be. The provisions of the foregoing sentence shall apply to any outstanding Options which are Incentive Stock Options to the extent permitted by Section 422(d) of the Code and such outstanding Options in excess thereof shall, immediately upon the occurrence of the event described in clause (i) or (ii) of the foregoing sentence, be treated for all purposes of the Plan as Non-Qualified Stock Options and shall be immediately exercisable as such as provided in the foregoing sentence.


6

SECTION 5. ELIGIBILITY. Any Employee, including any officer or employee-director of the Company or of any Affiliate, and any consultant of, or other individual providing services to, the Company or any Affiliate shall be eligible to be designated a Participant. A non-employee director shall be eligible to receive Non-Qualified Stock Options under the Plan.

SECTION 6. AWARDS.

(a) OPTIONS. The Committee is hereby authorized to grant to eligible individuals options to purchase Common Shares (each, an "Option") which shall contain the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(i) EXERCISE PRICE. The purchase price per Common Share purchasable under an Option shall be determined by the Committee; PROVIDED, HOWEVER, that such purchase price shall not be less than one hundred percent (100%) of the Fair Market Value of a Common Share on the date of grant of such Option, or such other price as required under Subsection 6(a)(iv) hereof.

(ii) TIME AND METHOD OF EXERCISE. Subject to the terms of Section 6(a)(iii), the Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (including, without limitation, cash, Common Shares, outstanding Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(iii) EXERCISABILITY UPON DEATH, RETIREMENT AND TERMINATION OF EMPLOYMENT. Subject to the condition that no Option may be exercised in whole or in part after the expiration of the Option period specified in the applicable Award Agreement:

(A) Subject to the terms of paragraph (D) below, upon the death of a Participant while employed or within 3 months of retirement or disability as defined in paragraph (B) below, the Person or Persons to whom such Participant's rights with respect to any Option held by such Participant are transferred by will or the laws of descent and distribution may, prior to the expiration of the earlier of: (1) the outside exercise date determined by the Committee at the time of granting the Option, or (2) nine months after such Participant's death, purchase any or all of the Common Shares with respect to which such Participant was entitled to exercise such Option immediately prior to such Participant's death, and any Options not so exercisable will lapse on the date of such Participant's death;

(B) Subject to the terms of paragraph (D) below, upon termination of a Participant's employment with the Company (x) as a result of retirement pursuant to a retirement plan of the Company or an Affiliate or disability (as determined by


7

the Committee) of such Participant, (y) by the Company other than for Cause, or (z) by the Participant with Good Reason, such Participant may, prior to the expiration of the earlier of: (1) the outside exercise date determined by the Committee at the time of granting the Option, or (2) three months after the date of such termination, purchase any or all of the Common Shares with respect to which such Participant was entitled to exercise any Options immediately prior to such termination, and any Options not so exercisable will lapse on such date of termination;

(C) Subject to the terms of paragraph (D) below, upon termination of a Participant's employment with the Company under any circumstances not described in paragraphs (A) or (B) above, such Participant's Options shall be canceled to the extent not theretofore exercised;

(D) Upon (i) the death of the Participant, or (ii)
termination of the Participant's employment with the Company
(x) by the Company other than for Cause (y) by the Participant with Good Reason or (z) as a result of retirement or disability as defined in paragraph (B) above, the Company shall have the right to cancel all of the Options such Participant was entitled to exercise at the time of such death or termination (subject to the terms of paragraphs (A) or (B) above) for a payment in cash equal to the excess, if any, of the Fair Market Value of one Common Share on the date of death or termination over the exercise price of such Option for one Common Share times the number of Common Shares subject to the Option and exercisable at the time of such death or termination; and

(E) Upon expiration of the respective periods set forth in each of paragraphs (A) through (C) above, the Options of a Participant who has died or whose employment has been terminated shall be canceled to the extent not theretofore canceled or exercised.

(F) For purposes of paragraphs (A) through (D) above, the period of service of an individual as a director or consultant of the Company or an Affiliate shall be deemed the period of employment.

(iv) INCENTIVE STOCK OPTIONS. The following provisions shall apply only to Incentive Stock Options granted under the Plan:

(A) No Incentive Stock Option shall be granted to any eligible Employee who, at the time such Option is granted, owns securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company or of any Affiliate, except that such an Option may be granted to such an Employee if at the time the Option is granted the option price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Shares (determined in accordance with Section 2) subject to the Option, and the Option by its terms is not exercisable after the expiration of five (5) years from the date the Option is granted; and


8

(B) To the extent that the aggregate Fair Market Value of the Common Shares with respect to which Incentive Stock Options (without regard to this subsection) are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. This subsection shall be applied by taking Options into account in the order in which they were granted. If some but not all Options granted on any one day are subject to this subsection, then such Options shall be apportioned between Incentive Stock Option and Non-Qualified Stock Option treatment in such manner as the Committee shall determine. For purposes of this subsection, the Fair Market Value of any Common Shares shall be determined, in accordance with Section 2, as of the date the Option with respect to such Common Shares is granted.

(v) OTHER TERMS AND CONDITIONS OF OPTIONS. Notwithstanding any provision contained in the Plan to the contrary, during any period when any member of the Committee shall not be a "nonemployee director" as defined in Rule 16b-3, then, the terms and conditions of Options granted under the Plan to any director or officer, as defined in Rule 16a-1, of the Company during such period, unless other terms and conditions are approved in advance by the Board, shall be as follows:

(A) The price at which each Common Share subject to an option may be purchased shall, subject to any adjustments which may be made pursuant to Section 4, in no event be less than the Fair Market Value of a Common Share on the date of grant, and provided further that in the event the option is intended to be an Incentive Stock Option and the optionee owns on the date of grant securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company or of any Affiliate, the price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per Common Share on the date of grant.

(B) The Option may be exercised to purchase Common Shares covered by the Option not sooner than six (6) months following the date of grant. The Option shall terminate and no Common Shares may be purchased thereunder more than ten (10) years after the date of grant, provided that if the Option is intended to be an Incentive Stock Option and the Optionee owns on the date of grant securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company or of any Affiliate, the Option shall terminate and no Common Shares may be purchased thereunder more than five (5) years after the date of grant.

(b) STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant to eligible Employees "Stock Appreciation Rights." Each Stock Appreciation Right shall consist of a right to receive the excess of (i) the Fair Market Value of one Common Share on the date of exercise or, if the Committee shall so determine in the case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over (ii) the grant price of the right as specified by the Committee, which shall


9

not be less than one hundred percent (100%) of the Fair Market Value of one Common Share on the date of grant of the Stock Appreciation Right (or, if the Committee so determines, in the case of any Stock Appreciation Right retroactively granted in tandem with or in substitution for another Award, on the date of grant of such other Award). Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right granted under the Plan shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c) RESTRICTED SECURITIES.

(i) ISSUANCE. The Committee is hereby authorized to grant to eligible Employees "Restricted Securities" which shall consist of the right to receive, by purchase or otherwise, Common Shares which are subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote such Common Shares or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(ii) REGISTRATION. Restricted Securities granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificates or certificates. In the event any stock certificate is issued in respect of Restricted Securities granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Securities.

(iii) FORFEITURE. Except as otherwise determined by the Committee, upon termination of a Participant's employment for any reason during the applicable restriction period, all of such Participant's Restricted Securities which had not become Released Securities by the date of termination of employment shall be forfeited and reacquired by the Company; PROVIDED, HOWEVER, that the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant's Restricted Securities. Unrestricted Common Shares, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the holder of Restricted Securities promptly after such Restricted Securities become Released Securities.

(d) PERFORMANCE AWARDS. The Committee is hereby authorized to grant to eligible Employees "Performance Awards." Each Performance Award shall consist of a right, (i) denominated or payable in cash, Common Shares, other securities or other property (including, without limitation, Restricted Securities), and (ii) which shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and


10

any applicable Award Agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the termination of a Participant's employment and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee and by the other terms and conditions of any Performance Award. The Committee shall issue performance goals prior to the commencement of the performance period to which such performance goals pertain.

(e) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to grant to eligible Employees "Other Stock-Based Awards." Each Other Stock-Based Award shall consist of a right (i) which is other than an Award or right described in Section 6(a), (b), (c) or (d) above and (ii) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares) as are deemed by the Committee to be consistent with the purposes of the Plan; PROVIDED, HOWEVER, that such right shall comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of Other Stock-Based Awards. Common Shares or other securities delivered pursuant to a purchase right granted under this Section 6(e) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Common Shares, other securities, other Awards, other property, or any combination thereof, as the Committee shall determine.

(f) GENERAL.

(i) NO CASH CONSIDERATION FOR AWARDS. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award, except that in no event shall an Incentive Stock Option be granted together with a Non-Qualified Stock Option in such a manner that the exercise of one Option affects the right to exercise the other. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other awards.

(iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Common Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments. In accordance with the


11

above, the Committee may elect (i) to pay a Participant (or such Participant's permitted transferee) upon the exercise of an Option in whole or in part, in lieu of the exercise thereof and the delivery of Common Shares thereunder, an amount of cash equal to the excess, if any, of the Fair Market Value of one Common Share on the date of such exercise over the exercise price of such Option for one Common Share times the number of Common Shares subject to the Option or portion thereof so exercised or (ii) to settle other stock denominated Awards in cash.

(iv) LIMITS ON TRANSFER OF AWARDS.

(A) No award (other than Released Securities), and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or, in the case of Restricted Securities, to the Company) and any such purported assignment, alienation, pledge, attachment, sale or other transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(B) Each award, and each right under any Award, shall be exercisable, during the Participant's lifetime only by the Participant or if permissible under applicable law, by the Participant's guardian or legal representative.

(v) TERMS OF AWARDS. The term of each Award shall be for such period as may be determined by the Committee; PROVIDED, HOWEVER, that in no event shall the term of any Option exceed a period of ten years from the date of its grant.

(vi) RULE 16b-3 SIX-MONTH LIMITATIONS. To the extent required in order to maintain the exemption provided under Rule 16b-3 only, any equity security offered pursuant to the Plan must be held for at least six months after the date of grant, and with respect to any derivative security issued pursuant to the Plan, at least six months must elapse from the date of acquisition of such derivative security to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security. Terms used in the preceding sentence shall, for the purposes of such sentence only, have the meanings, if any, assigned or attributed to them under Rule 16b-3.

(vii) COMMON SHARE CERTIFICATES. All certificates for Common Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Common Shares are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


12

(viii) DELIVERY OF COMMON SHARES OR OTHER SECURITIES AND PAYMENT BY PARTICIPANT OF CONSIDERATION. No Common Shares or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Company. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, Common Shares, other securities, other Awards or other property, or any combination thereof; PROVIDED that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Common Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company.

SECTION 7. AMENDMENTS; ADJUSTMENTS AND TERMINATION. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; PROVIDED, HOWEVER, that, subject to the Company's rights to adjust Awards under Sections 7(c) and (d), any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, shall not to that extent be effective without the consent of such Participant, other holder or beneficiary of an Award, as the case may be; and PROVIDED FURTHER, HOWEVER, that notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would:

(i) increase the total number of Common Shares available for Awards under the Plan, except as provided in
Section 4 hereof; or

(ii) otherwise cause the Plan to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement which is or would be a prerequisite for exemptive relief from Section 16(b) of the Exchange Act.

(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; PROVIDED, HOWEVER, that, subject to the Company's rights to adjust Awards under Sections 7(c) and (d), any amendment, alteration, suspension, discontinuation, cancellation or termination that would impair the rights of any Participant or holder or beneficiary of any Award theretofore granted, shall not to that extent be effective without the consent of such Participant or holder or beneficiary of an Award, as the case may be.

(c) ADJUSTMENT OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the Company or any Affiliate shall assume outstanding employee awards or the right or obligation to


13

make future such awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.

(d) ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NON- RECURRING EVENTS. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or non-recurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

SECTION 8. GENERAL PROVISIONS.

(a) NO RIGHT TO AWARDS. No Employee or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) DELEGATION. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company or any Affiliate, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue, suspend, or terminate Awards; PROVIDED, HOWEVER, that, no such delegation shall be permitted with respect to Awards held by Employees who are officers or directors of the Company for purposes of Section 16 of the Exchange Act, or any successor section thereto or who are otherwise subject to such Section.

(c) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

(d) WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Common Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy all obligations for the payment of such taxes.

(e) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.


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(f) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(g) GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law.

(h) SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(i) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(j) NO FRACTIONAL COMMON SHARES. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Common Shares or whether such fractional Common Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(k) HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

SECTION 9. ADOPTION, APPROVAL AND EFFECTIVE DATE OF THE PLAN. The Plan shall be considered adopted and shall become effective on the date the Plan is approved by the Board; provided, however, that the Plan and any Awards granted under the Plan shall be void, if the shareholders of the Company shall not have approved the adoption of the Plan within twelve (12) months after the effective date, by a majority of votes cast thereon at a meeting of shareholders duly called and held for such purpose.


Exhibit 10.19

ASSET PURCHASE AGREEMENT

By and Between

ELIANCE CORPORATION,

WEBHELP.COM INC.

and

iSPOKE.COM INC.


TABLE OF CONTENTS

SECTION                                                                                       PAGE
1.      Sale and Delivery of the Assets to be Sold; Release......................................2
        1.1      Delivery of the Assets to be Sold...............................................2
        1.2      Further Assurances..............................................................4
        1.3      Purchase Price..................................................................4
        1.4      Assumption of Liabilities.......................................................4
        1.5      The Closing.....................................................................4
        1.6      General Procedure...............................................................5

2.      Representations of the Seller............................................................5
        2.1      Organization and Standing.......................................................5
        2.2      Authority for Agreement; No Conflict............................................5
        2.3      Governmental Consents...........................................................6
        2.4      Ownership of the Assets to be Sold..............................................6
        2.5      Intellectual Property...........................................................6
        2.6      Tangible Properties.............................................................7
        2.7      Contracts and Commitments.......................................................8
        2.8      Litigation......................................................................9
        2.9      Employees and Consultants.......................................................9
        2.10     Disclosures.....................................................................9
        2.11     Investment......................................................................9
        2.12     Experience......................................................................9

3.      Representations of the Parent and Buyer.................................................10
        3.1      Organization and Standing......................................................10
        3.2      Authority for Agreement; No Conflict...........................................10
        3.3      Governmental Consents..........................................................11
        3.4      Capitalization.................................................................11
        3.5      Securityholder Lists and Agreements............................................12
        3.6      Issuance of Shares.............................................................12
        3.8      Absence of Undisclosed Liabilities.............................................12
        3.9      Ownership of Assets............................................................12
        3.10     Intellectual Property..........................................................12
        3.11     Tangible Properties............................................................13
        3.13     Taxes..........................................................................13
        3.14     Litigation.....................................................................13
        3.15     Compliance.....................................................................14
        3.16     Permits........................................................................14
        3.17     Environmental Matters..........................................................14
        3.18     Insurance......................................................................15
        3.19     Employees and Consultants......................................................15
        3.20     ERISA..........................................................................15
        3.21     Year 2000 Compliance...........................................................15
        3.22     Subsidiaries, Etc..............................................................15



                                       i

4.      Access to Information; Public Announcements.............................................15
        4.1      Access to Management, Properties and Records...................................15
        4.2      Confidentiality................................................................15
        4.3      Public Announcements...........................................................16

5.      Pre-Closing Covenants...................................................................16
        5.1      Conduct of Business............................................................16
        5.2      Absence of Material Changes....................................................16
        5.3      Taxes..........................................................................17

6.1     Conditions to the Obligations of the Buyer..............................................17
        6.1      Consents; Absence of Legal Proceedings.........................................17
        6.2      Accuracy of Representations and Warranties.....................................17
        6.3      Performance....................................................................17
        6.4      Compliance Certificates........................................................18
        6.5      Certificates and Documents.....................................................18

7.      Condition to the Obligations of the Seller..............................................19
        7.1      Consents; Absence of Legal Proceedings.........................................19
        7.2      Accuracy of Representations and Warranties.....................................19
        7.3      Performance....................................................................19
        7.4      Compliance Certificates........................................................19
        7.5      Certificates and Documents.....................................................20

8.      Transfer of Shares......................................................................21
        8.1      Restricted Shares..............................................................21
        8.2      Requirements for Transfer......................................................21
        8.3      Legend.........................................................................21

9.      Indemnification.........................................................................21
        9.1      By the Seller..................................................................21
        9.2      By the Parent and the Buyer....................................................22
        9.3      Claims for Indemnification.....................................................22
        9.4      Defense by Indemnifying Party..................................................23
        9.5      Payment of Indemnification Obligation..........................................23
        9.6      Survival of Representations; Claims for Indemnification........................23
        9.7      Limitations....................................................................23

10.     Post-Closing Agreements.................................................................24
        10.1     Proprietary Information........................................................24
        10.2     Non-Competition Agreement......................................................24
        10.3     Cooperation in Litigation......................................................24
        10.4     Transition.....................................................................25
        10.5     Insurance......................................................................25
        10.7     Employee Stock Options.........................................................25
        Stockholders Meeting....................................................................25
        Employees...............................................................................25



                                       ii

11.     Termination of Agreement................................................................25
        11.1     Termination by Lapse of Time...................................................25
        11.2     Termination by Agreement of the Parties........................................26
        11.3     Effect of Termination..........................................................26

12.     Transfer Taxes, Governmental Fees and Charges; Certain Income Taxes.....................26

13.     Other Provisions........................................................................26
        13.1     Successors and Assigns.........................................................26
        13.2     Expenses.......................................................................26
        13.3     Brokers........................................................................27
        13.4     Severability...................................................................27
        13.5     Specific Performance...........................................................27
        13.6     Governing Law..................................................................27
        13.7     Notices........................................................................27
        13.8     Complete Agreement.............................................................28
        13.9     Amendments and Waivers.........................................................28
        13.10    Pronouns.......................................................................29
        13.11    Counterparts; Facsimile Signatures.............................................29
        13.12    Section Headings...............................................................29

iii

Exhibits

A-1     - List of Intangible Properties
A-2     - List of Tangible Properties
A-3     - List of Assumed Contracts and Assumed Liabilities
A-4     - July 4, 1999 Agreement
A-5     - Seller Consulting Agreement
A-6     - Parent Consulting Agreement
A-7     - Annex I to November 26, 1999 Agreement
B       - Instrument of Assumption of Liabilities
C       - Bill of Sale
D-1     - Seller's Disclosure Schedule
D-2     - Buyer's Disclosure Schedule
E-1     - Form of Seller's Non-Disclosure of Proprietary Information Agreement
E-2     - Form of Seller's Non-Competition and Non-Solicitation Agreement
F       - Certificate of Amendment to the Buyer's Certificate of Incorporation
G       - Software License
H       - Corporate Services Agreement
I       - Internet Services Agreement
J       - Share Escrow Agreement

iv

ASSET PURCHASE AGREEMENT

Agreement made as of December 29, 1999, among eliance Corporation, a Delaware corporation with its principal office at 7800 Equitable Drive, Suite 250, Minneapolis, MN 55344 (the "Seller"), Webhelp.com Inc., a Delaware corporation formerly known as BlueSky Ventures Inc. with its principal office at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Parent"), and iSpoke.com Inc., a Delaware corporation and a wholly owned subsidiary of Parent with its principal office at, One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Buyer").

PRELIMINARY STATEMENT

WHEREAS, Seller and Parent, deeming it to be advisable and in the best interests of both companies to combine their internet operations and technology, including Seller's eBus transaction engine and Parent's system architecture for its web site, Webhelp.com, and expertise in the operation thereof, and to thereby create valuable synergies, entered into an agreement on July 4, 1999, pursuant to which Parent was to acquire common stock of Seller in exchange for Parent's contribution of certain assets and the employment of Parent's stockholders, Kerry Adler ("Adler"), Laura Hantho ("Hantho") and Hugh Cumming ("Cumming"), with Seller (the "July 4, 1999 Agreement");

WHEREAS, Adler, Hantho and Cumming resigned from their employment with Seller effective November 21, 1999;

WHEREAS, Seller and Parent, deeming it to be advisable and in the best interests of both companies to restructure the transaction set forth in the July 4, 1999 Agreement, entered into an agreement on November 29, 1999, pursuant to which Seller was to acquire Common Stock, $.01 par value ("Parent Common Stock"), of Parent, in exchange for Seller's contribution of certain assets which were to be used with Parent's Webhelp.com web site under the July 4, 1999 Agreement and for other consideration, including Seller's licensing of the eBus transaction engine to the Buyer, certain services to be provided to Parent and Parent's agreement to employ Adler, Hantho and Cumming ("November 29, 1999 Agreement");

WHEREAS, Seller and Parent have deemed it to be advisable and in the best interests of both companies to restructure the transaction set forth in the November 29, 1999 Agreement in order to remove the liens on certain hardware and other properties to be transferred by Seller to Parent and for other reasons; and

WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, certain assets of the Seller described herein for the consideration set forth below and the assumption of certain of the Seller's liabilities set forth below, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual premises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:


1. SALE AND DELIVERY OF THE ASSETS TO BE SOLD; RELEASE

1.1 (a) Delivery of the Assets to be Sold

Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer and the Buyer shall purchase and acquire from the Seller, all of Seller's right, title and interest, as of the date of Closing, in and to all of the assets of Seller identified below, free and clear of all Encumbrances (as defined in Section 2.4):

(i) All fixtures, furniture, equipment, computer hardware and tangible embodiments of computer software and other tangible property set forth on EXHIBIT A-2 attached hereto and all of such property located at Suite 2500, One Dundas Street West, Toronto, Ontario (collectively, the "Tangible Properties");

(ii) All rights (collectively, the "Contract Rights") of the Seller under the contracts, agreements, leases, licenses and other instruments set forth on EXHIBIT A-3 attached hereto, the "face contracts" for the Webhelp.com site and the lease for Suite 2500, One Dundas Street West, Toronto, Ontario (collectively, the "Assumed Contracts");

(iii) The name and URL "webhelp.com" or any combination of words in which the name "webhelp.com" or "webhelp" appears or any rights associated with such name or any right to use such name in all jurisdictions in which Seller either currently uses any such name or has any right to use any such name; and

(iv) The trademarks "webhelpme", "webhelpme buy", "webhelpme sell" and "webhelpme shop."

The Tangible Properties, Contract Rights and other assets and rights described in this paragraph (a) shall be referred to collectively as the "Assets to be Sold."

(b) RELEASES

(i) Seller, on behalf of itself and each of its directors or any their respective successors or assigns, or any heirs, executors or administrators of any of the foregoing persons, on behalf of the Seller, and their respective successors and assigns, and any heirs, executors and administrators of any of the foregoing persons (collectively, the "Releasors"), in consideration of this Agreement and for other good and valuable consideration received from Parent, receipt of which is hereby acknowledged by Seller, hereby releases Parent, Buyer and each of Parent's current stockholders, directors, officers and employees, and their respective successors and assigns, and any heirs, executors or administrators of any such persons (collectively, the "Releasees") from all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions and demands whatsoever, in law or equity (collectively, "Claims"), which (A) any Releasors, or (B) any of Seller's stockholders, officers or employees or any of their respective successors or assigns, or any heirs, executors or administrators of any of the foregoing persons, ever had, now has or hereafter can, shall or may have, in the case of any person in

2

clause (B) on behalf of the Seller to the extent they can be released by the Seller, against any Releasees arising out of or relating to:

(x) the following agreements, copies of which are attached hereto as Exhibits: (1) July 4, 1999 Agreement (Exhibit A-4), (2) the agreement dated October 20, 1999 between Screaming Solutions Ventures Inc. and the Seller (Exhibit A-5), (3) the agreement between Screaming Solutions Ventures Inc and the Parent (Exhibit A-6), and (4) the November 29, 1999 Agreement (Exhibit A-7);

(y) the following interests: (1) ownership of any of the Assets to be Sold or the computer software components set forth in Exhibit A-1, (2) any licensing fees or other amount for the eBus transaction engine other than pursuant to the terms and conditions set forth in the Software License, and (3) any fees or other amounts for the services and space provided by Seller to Buyer and Parent prior to the Closing except at expressly set forth in the Corporate Services Agreement; or

(z) Adler's, Hantho's, Cumming's, Robert Foran's and Dan Walter's employment with or other provision of services to Seller and the termination of such employment or other provision of services, including, without limitation, arising out of or relating to the covenants set forth in Section 4 of the individual Employment Agreements between Seller and Adler, Hantho and Cumming.

(ii) Each of Parent and Buyer, on behalf of itself and each of the individuals who were their stockholders, directors or officers on the day prior to the Closing Date, and their respective successors and assigns (collectively, the "Seller Releasors"), in consideration of this Agreement and for other good and valuable consideration received from Seller, receipt of which is hereby acknowledged by Parent and Buyer, hereby releases Seller and each of Seller's current stockholders, directors, officers and employees, and their respective successors and assigns, and any heirs, executors or administrators of any such persons (collectively, the "Seller Releasees") from all Claims which any Seller Releasors ever had, now has or hereafter can, shall or may have against any Seller Releasees arising out of or relating to:

(x) the following agreements, copies of which are attached hereto as Exhibits: (1) July 4, 1999 Agreement (Exhibit A-4), (2) Seller Consulting Agreement (Exhibit A-5), (3) Parent Consulting Agreement (Exhibit A-6), and (4) the November 26, 1999 Agreement (Exhibit A-7); or

(y) Adler's, Hantho's, Cumming's, Robert Foran's and Dan Walter's employment with or other provision of services to Seller and the termination of such employment or other provision of services.

The releases set forth in this Section 1.1(b) does not apply to any claims, actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions and demands whatsoever, in law or equity, which arise out of or relate to events, acts or occurrences after the date of this Agreement. The release set forth in Section 1.1(b)(ii) shall not apply to any claims for indemnification, contribution or advancement of expenses that the Releasors have, whether at law, by contract or

3

pursuant to the Seller's or its subsidiary's certificate of incorporation or by-laws, in respect of Claims by individuals or entities who are not Seller Releasees.

1.2 FURTHER ASSURANCES. At any time and from time to time after the Closing, at the Buyer's reasonable request and without further consideration, the Seller shall promptly execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and take such other action, as the Buyer may reasonably request to more effectively transfer, convey and assign all of the Assets to be Sold, to put the Buyer in actual possession and operating control thereof, to assist the Buyer in exercising all rights with respect thereto and to carry out the purpose and intent of this Agreement.

1.3 (a) PURCHASE PRICE. The purchase price for the Assets to be Sold (the "Purchase Price") shall consist of (i) cash in the amount of $4,500,000 payable by wire transfer or other immediately available funds and (ii) 8,500,000 shares (the "Shares") of the Parent's Common Stock, $0.01 par value (the "Parent Common Stock"), free and clear of all Encumbrances of any kind; 3,000,000 shares of Parent Common Stock shall be delivered to the Seller at the Closing and 5,500,000 shares of Parent Common Stock shall be delivered into the Escrow Account (as defined in the Escrow Agreement) and released in accordance with the provisions of the Escrow Agreement by and among Parent, Seller, Buyer and certain stockholders of Parent in the form of Exhibit J hereto (the "Escrow Agreement"). The Shares shall constitute 17% of all shares of Parent Common Stock issued and outstanding, on a fully diluted basis (after giving effect to conversion of the outstanding Series A Convertible Preferred Stock of Parent and a stock option pool equal to 5% of all such shares on a fully diluted basis), immediately following the Closing.

(b) ADJUSTMENT TO PURCHASE PRICE. In the event that the Seller is unable to transfer to the Buyer at the Closing any of the Assets to be Sold free and clear of all Encumbrances, at the option of the Buyer, the cash portion of the Purchase Price to be delivered at the Closing shall be reduced in an aggregate amount equal to the stated value of such encumbered assets as set forth on Exhibits A-2 or A-3, as the case may be and such assets shall not be deemed to be Assets to be Sold.

1.4 ASSUMPTION OF LIABILITIES.

(a) The Buyer will execute and deliver to the Seller an Instrument of Assumption of Liabilities in the form attached hereto as EXHIBIT B, pursuant to which it shall assume and agree to perform, pay and discharge all obligations and liabilities arising under the Assumed Contracts from and after the Closing Date (collectively, the "Assumed Liabilities"). At the Closing, the Buyer shall deliver such Instrument of Assumption of Liabilities to the Seller.

(b) The Buyer shall not assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities or commitments, fixed or contingent, of the Seller other than the Assumed Liabilities.

1.5 . The Closing shall take place at the offices of Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota 55402, on the second business day following the satisfaction of the conditions set forth in Articles 6 and 7 or on such other date as is

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mutually agreeable to the Parent and the Seller (the "Closing Date"). The transfer of the Assets to be Sold by the Seller to the Buyer shall be deemed to occur at 9:00 a.m., Minneapolis time, on the Closing Date.

1.6 GENERAL PROCEDURE. At the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Sections 6 and 7 hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets to be Sold shall be effected by Seller's execution and delivery to Buyer of a bill of sale substantially in the form attached hereto as EXHIBIT C (the "Bill of Sale") and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to be Sold to Buyer.

2. REPRESENTATIONS OF THE SELLER

Except as disclosed by the Seller in its disclosure schedule contained in EXHIBIT D-1 hereto, the Seller hereby represents and warrants to the Parent and the Buyer that the following statements are true, complete and correct. The Seller's disclosures contained in EXHIBIT D-1 shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 2, and the disclosures in any paragraph of EXHIBIT D-1 shall qualify only the corresponding paragraph of this Section 2, unless otherwise specified.

2.1 ORGANIZATION AND STANDING. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own and lease its properties and assets and to conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform this Agreement and all other agreements required to be executed by the Seller at or prior to the Closing pursuant to Section 6.5 (the "Seller's Ancillary Agreements") and pursuant to the other provisions of this Agreement and to carry out the transactions contemplated by this Agreement and the Seller's Ancillary Agreements. The Seller is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the failure so to qualify would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Seller. The Seller has made available to the Buyer true and complete copies of its Certificate of Incorporation and By-Laws, each as amended to date and presently in effect.

2.2 AUTHORITY FOR AGREEMENT; NO CONFLICT. The execution, delivery and performance by the Seller of this Agreement and the Seller's Ancillary Agreements, and the consummation by the Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Seller's Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Seller and constitute valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights or by general principles of equity. The execution of and performance of the transactions contemplated by this Agreement and the Seller's Ancillary Agreements and compliance with their respective

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provisions by the Seller will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Seller, each as amended to date, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, document creating or pertaining to an Encumbrance (as defined in Section 2.4 below) or other arrangement to which the Seller is a party or by which the Seller is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any Assets to be Sold or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of the Assets to be Sold.

2.3 GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") is required on the part of the Seller in connection with the execution and delivery of this Agreement or the Seller's Ancillary Agreements or the other transactions to be consummated at the Closing, as contemplated by this Agreement and the Seller's Ancillary Agreements, except such filings as shall have been made prior to and shall be effective on and as of the Closing, all of which filings are specified in EXHIBIT D-1.

2.4 OWNERSHIP OF THE ASSETS TO BE SOLD. SECTION 2.4(I) of EXHIBIT D-1 sets forth a list of all claims, liabilities, liens, mortgages, security interests, pledges, charges, encumbrances and equities of any kind materially and adversely affecting the Assets to be Sold (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of or have a valid lease, license or right to use the Assets to be Sold, and at the Closing will have the right to sell and transfer to the Buyer good and marketable title to the Assets to be Sold owned by the Seller , whether arising by contract or by operation of law, free and clear of all Encumbrances of any kind, except for (a) liens for taxes not yet due and payable or (b) such imperfections of title, easements, mortgages or other Encumbrances, if any, as are not, individually or in the aggregate, substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby, or otherwise materially impair business operations. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets to be Sold owned by the Seller in the Buyer, free and clear of all Encumbrances.

2.5 INTELLECTUAL PROPERTY.

(a) The Seller owns, free and clear of all Encumbrances, or has the valid right to use all Intellectual Property (as defined in this Section 2.5) included as part of the Assets to be Sold. No third party (other than licensors of software that is generally commercially available, licensors of Intellectual Property under the

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agreements disclosed pursuant to paragraph (b) below and non-exclusive licensees of the Intellectual Property in the ordinary course of the Seller's business) has any rights (other than patent rights) to any of the Intellectual Property included as part of the Assets to be Sold. To the Seller's knowledge, no third party (other than licensors of software that is generally commercially available, licensors of Intellectual Property under the agreements disclosed pursuant to paragraph (b) below and non-exclusive licensees of the Intellectual Property in the ordinary course of the Seller's business) has any patent rights owned or used by the Seller. To the Seller's knowledge, no third party is infringing, violating or misappropriating any of the Intellectual Property that the Seller owns that is included as part of the Assets to be Sold. For purposes of this Agreement, "Intellectual Property" means all (i) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations, (ii) trademarks, service marks, trade dress, logos, trade names and corporate names and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software (in both source code and object code form), data and documentation, and (v) trade secrets, whether patentable or unpatentable and whether or not reduced to practice, know-how and copyrightable works.

(b) EXHIBIT D-1 hereto identifies each agreement with a third party pursuant to which the Seller obtains rights to Intellectual Property included as part of the Assets to be Sold (other than software that is generally commercially available) that is owned by a party other than the Seller. Other than license fees for software that is generally commercially available, the Seller is not obligated to pay any royalties or other compensation to any third party in respect of its ownership, use or license of any of its Intellectual Property included as part of the Assets to be Sold.

(c) The Seller has taken reasonable precautions (i) to protect its rights in the Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential intellectual property, and to the Seller's knowledge, there have been no acts or omissions (other than those made based on reasonable, good faith business decisions) by the officers, directors and employees of the Seller the result of which would be to materially compromise the rights of the Seller to apply for or enforce appropriate legal protection of the Intellectual Property.

(d) Notwithstanding the foregoing, no action or condition arising out of the activities of any stockholders of the Parent since they became employees of the Seller within the scope of their employment shall give rise to a breach of any of the representations or warranties contained in Sections 2.4 or 2.5.

2.6 TANGIBLE PROPERTIES. All of the Seller's Tangible Properties included as part of the Assets to be Sold are suitable for the uses in which they are currently employed, are in good operating condition and are free from any defects, except such minor defects as do not interfere with the conduct of the Seller's business.

2.7 CONTRACTS AND COMMITMENTS.

(a) Copies of all Assumed Contracts have previously been delivered or made available by the Seller to the Buyer.

(b) Except as set forth in EXHIBIT D-1:

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(i) The Seller is not in material breach of or default under any Assumed Contract; and

(ii) To the knowledge of the Seller, there is no existing breach or default by any other party to any Assumed Contract.

(C) EXHIBIT D-1 lists each consent of any third party that is required under any Assumed Contract, as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby and, assuming receipt of such consents, the enforceability of any such contract will not be affected in any adverse manner by the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

(d) EXHIBIT D-1 lists and describes briefly all real property and personal property leased or subleased to the Seller and included as part of the Assets to be Sold and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered or made available to the Buyer correct and complete copies of the leases and subleases (as amended to date) listed therein. With respect to each such lease and sublease:

(i) The lease or sublease is legal, valid, binding, enforceable and in full force and effect;

(ii) The lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;

(iii) The Seller is not in material breach or material default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or material default by Seller or permit termination, modification, or acceleration thereunder;

(iv) There are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease;

(v) The Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the leasehold or subleasehold;

(vi) All facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and

(vii) To the knowledge of Seller, the owner of the facility or personal property leased or subleased has good and clear record and marketable title to the parcel of real property or such personal property, free and clear of any security interest, easement, covenant or other restriction, except for recorded easements, covenants, and other restrictions which do not impair the intended uses, occupancy or value of the property subject thereto.

2.8 LITIGATION. There is no action, suit or proceeding, or governmental inquiry or investigation, pending, or, to the Seller's knowledge, any basis therefor or threat thereof, against

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the Seller or any of the Seller's stockholders, which questions the validity of this Agreement or the right of the Seller to enter into it or perform its obligations hereunder.

2.9 EMPLOYEES AND CONSULTANTS. All employees and consultants of the Seller who have access to confidential or proprietary information of the Seller related to the Assets to be Sold have executed and delivered nondisclosure agreements in the form of EXHIBIT E-1 and non-competition agreements in the form of EXHIBIT E-2, and all of such agreements are in full force and effect.

2.10 DISCLOSURES. Neither this Agreement nor any Exhibit hereto, nor any report, certificate or instrument furnished to the Buyer in connection with the transactions contemplated by this Agreement when read together, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

2.11 INVESTMENT. The Seller is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the Exhibits hereto, the Seller has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act . The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. The Seller has not participated in any general solicitation or any securities of the Parent.

2.12 EXPERIENCE. The Seller has carefully reviewed the representations concerning the Parent contained in this Agreement and has made detailed inquiry concerning Parent, its business and its personnel; the officers of the Parent have made available to the Seller any and all written information which it has requested and have answered to the Seller's satisfaction all inquiries made by the Seller; and the Seller has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Buyer and the Seller is able financially to bear the risks thereof.

3. REPRESENTATIONS OF THE PARENT AND BUYER. Except as disclosed by the Parent and Buyer in their disclosure schedule contained in EXHIBIT D-2 hereto, the Parent and the Buyer hereby jointly and severally represent and warrant to the Seller that the following statements are true, complete and correct. The Parent and Buyer's disclosures contained in EXHIBIT D-2 shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosures in any paragraph of EXHIBIT D-2 shall qualify only the corresponding paragraph of this Section 3, unless otherwise specified.

3.1 ORGANIZATION AND STANDING. Each of the Parent and the Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own and lease its properties and assets and to conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform this Agreement and all other agreements required to be executed by the Buyer

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and/or Parent at or prior to the Closing pursuant to Section 7.5 (the "Parent/Buyer's Ancillary Agreements") and to carry out the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements. On the Closing Date, the Buyer will be duly qualified to do business as a foreign corporation and will be in good standing in the States of Minnesota and North Dakota and in every other jurisdiction in which the failure so to qualify would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Buyer or the Parent. Each of the Parent and the Buyer has furnished to the Seller true and complete copies of its Certificate of Incorporation and By-Laws, each as amended to date and presently in effect. Each of the Parent and the Buyer has at all times complied with all provisions of its Certificate of Incorporation and By-Laws and is not in default under, or in violation of, any such provision. EXHIBIT D-2 lists all affiliated entities of the Parent and Buyer, the assumed names of each such affiliated entity, and a description of the business and operations of each. Neither the Parent nor the Buyer have any predecessor entities.

3.2 AUTHORITY FOR AGREEMENT; NO CONFLICT. The execution, delivery and performance by each of the Parent and the Buyer of this Agreement and the Parent/Buyer's Ancillary Agreements, and the consummation by each of the Parent and the Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action. This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Parent and the Buyer and constitute valid and binding obligations of each of the Parent and the Buyer enforceable in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights or by general principles of equity. The execution of and performance of the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent or the Buyer will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Parent or the Buyer, each as amended through the Closing Date, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its properties or assets.

3.3 GOVERNMENTAL CONSENTS. Assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of the Parent or the Buyer in connection with the execution and delivery of this Agreement or the Parent/Buyer's Ancillary Agreements, the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at the Closing, as contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements, except such filings as shall have been made prior to and shall be effective on and as of the

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Closing and such filings required to be made after the Closing under applicable U.S. federal and state securities laws and Canadian Securities Laws, all of which filings are specified in EXHIBIT D-2. Based on the representations made by the Seller in Section 2 of this Agreement, the offer and sale of the Shares will be in compliance with applicable U.S. federal and state securities laws.

3.4 CAPITALIZATION. The authorized capital stock of the Parent (immediately prior to the Closing, after giving effect to the filing of an amendment to the Parent's Certificate of Incorporation in the form of EXHIBIT F attached hereto) will consist of 55,000,000 shares of Common Stock, of which 24,000,000 shares are issued and outstanding, 2,500,000 shares of which have been reserved for issuance pursuant to the Webhelp.com Inc. 1999 Long Term Incentive Plan (the "Parent's Incentive Plan") and 8,500,000 shares of which have been reserved for issuance to the Seller pursuant to the terms of this Agreement, and 16,000,000 shares of Preferred Stock, $0.01 par value per share, of which 15,000,000 shares will be issued and outstanding prior to the Closing and designated as Series A Convertible Preferred Stock. All of the issued and outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in EXHIBIT D-2 and except as provided in this Agreement or in the Parent's Incentive Plan, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Parent is authorized or outstanding, (ii) the Parent has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Parent, (iii) the Parent has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Parent. Assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, all of the issued and outstanding shares of capital stock of the Parent have been offered, issued and sold by the Parent in compliance with applicable federal and state securities laws and applicable securities laws of any province of Canada ("Canadian Security Laws"). The Parent owns, beneficially and of record, 100% of the capital stock of the Buyer free and clear of any claims, liens, equities, encumbrances or other restrictions.

3.5 SECURITYHOLDER LISTS AND AGREEMENTS. EXHIBIT D-2 contains a true and complete list of the securityholders of the Parent, showing the number of shares of Common Stock or other securities of the Parent held by each stockholder as of the date of this Agreement and, in the case of options, warrants and other convertible securities, the exercise price thereof and the number and type of securities issuable thereunder. Except as described in EXHIBIT D-2, there are no agreements, written or oral, between the Parent and any holders of its securities, or to the Parent's knowledge, among any holders of its securities, relating to the acquisition (including without limitation rights of first refusal, antidilution or pre-emptive rights), disposition, registration under the Securities Act of 1933, as amended (the "Securities Act "), or voting of the capital stock of the Parent.

3.6 ISSUANCE OF SHARES. The issuance, sale and delivery of the Shares have been, or will be on or prior to the Closing, duly authorized by all necessary corporate action on the part of

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the Parent, and all such shares have been duly reserved for issuance. The Shares when so issued, sold and delivered against the stated consideration therefor in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and nonassessable.

3.7 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth in all of the Sections of EXHIBIT D-2, the Parent does not have any material liability (whether known or unknown and whether absolute or contingent), except for liabilities which have arisen since the Parent's Balance Sheet Date in the ordinary course of business.

3.8 OWNERSHIP OF ASSETS. SECTION 3.9 of EXHIBIT D-2 sets forth a list of all Encumbrances materially and adversely affecting the Parent's assets. The Parent is, and at the Closing will be, the true and lawful owner of, or shall have a valid right to use, all assets used in its business. The Buyer does not own any assets.

3.9 INTELLECTUAL PROPERTY.

(a) The Parent owns, free and clear of all Encumbrances, or has the valid right to use all Intellectual Property (as defined in Section 2.5) used by it in its business as currently conducted or as currently proposed to be conducted. The Buyer does not own or use any Intellectual Property. To the knowledge of the Parent, no third party has any rights (other than patent rights) to any of the Intellectual Property owned or used by the Parent. To the Parent's knowledge, no third party has any patent rights owned by the Parent. To the Parent's knowledge, no third party is infringing, violating or misappropriating any of the Intellectual Property that the Parent owns.

(b) None of the activities or business conducted by the Parent infringes, violates or constitutes a misappropriation of any Intellectual Property of any other person or entity. The Parent has not received any complaint, claim or notice alleging any such infringement, violation or misappropriation.

(c) EXHIBIT D-2 hereto identifies all Intellectual Property used by the Parent in its business as currently conducted or currently proposed to be conducted, including each (i) patent that has been issued or assigned to the Parent with respect to any of its Intellectual Property, (ii) pending patent application that the Parent has made with respect to any of its Intellectual Property, (iii) any copyright or trademark registration or application with respect to the Parent's Intellectual Property, and (iv) license or other agreements pursuant to which the Parent has granted any rights to any third party with respect to any of its Intellectual Property.

(d) EXHIBIT D-2 hereto identifies each agreement with a third party pursuant to which the Parent obtains rights to Intellectual Property material to the business of the Parent (other than software that is generally commercially available) that is owned by a party other than the Parent. Other than license fees for software that is generally commercially available, the Parent is not obligated to pay any royalties or other compensation to any third party in respect of its ownership, use or license of any of its Intellectual Property.

(e) The Parent has taken reasonable precautions (i) to protect its rights in its Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, and to the Parent's knowledge, there have been no acts

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or omissions (other than those made based on good faith business decisions) by the officers, directors and employees of the Parent the result of which would be to materially compromise the rights of the Parent to apply for or enforce appropriate legal protection of the Parent's Intellectual Property. 3.10

3.10 TANGIBLE PROPERTIES.

(a) Neither the Parent nor the Buyer owns any real property.

(b) The Parent's furniture, fixtures, computer hardware and tangible embodiments of software, equipment and other tangible personal property are suitable for the uses in which they are currently employed, are in good operating condition and are free from any defects, except such minor defects as do not interfere with the conduct of the Parent's business.

3.11 TAXES. The Parent has filed or has obtained presently effective extensions with respect to all federal, state, provincial, county, local and foreign tax returns which are required to be filed by it, such returns, if any, are true and correct in all material respects and all taxes, if any, shown thereon to be due have been timely paid with exceptions not material to the Parent. Federal income tax returns of the Parent, if any, have not been audited by the Internal Revenue Service, and no controversy with respect to taxes of any type is pending or, to the Parent's knowledge, threatened. Neither the Parent nor any of its stockholders has ever filed (a) an election pursuant to Section 1362 of the Code, that the Parent be taxed as an S Corporation or (b) consent pursuant to Section 341(f) of the Code relating to collapsible corporations.

3.12 LITIGATION. There is no action, suit or proceeding pending, or, to the Parent's knowledge, governmental inquiry or investigation threatened against the Parent, the Buyer or any of the Parent's stockholders, which questions the validity of this Agreement or the right of the Parent to enter into it or perform its obligations hereunder, or which might result, either individually or in the aggregate, in a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Parent nor is there any litigation pending, or, to the Parent's knowledge, any basis therefor or threat thereof, against the Parent or any of the Parent's stockholders by reason of the past employment relationships of any of the Parent's stockholders, the proposed activities of the Parent, or negotiations by the Parent and/or any of the Parent's stockholders with possible investors in the Parent. The Parent is not subject to any outstanding judgment, order or decree.

3.13 COMPLIANCE. Neither the Parent nor the Buyer is in violation of or default under any law, regulation or order applicable to it, the effect of which, individually or in the aggregate with such other violations and defaults, could reasonably be expected to have a material adverse effect on the business or financial condition of its present business.

3.14 PERMITS. EXHIBIT D-2 sets forth a list of all Permits from any Governmental Entity issued to or held by the Parent or Buyer. Such listed Permits are the only Permits that are required for the Parent or Buyer to conduct its business as presently conducted, except for those the absence of which would not have a material adverse effect on its financial condition of its present business. Each such Permit is in full force and effect and, to the knowledge of the

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Parent, no suspension or cancellation of such Permit is threatened and there is no reasonable basis for believing that such Permit will not be renewable upon expiration.

3.15 ENVIRONMENTAL MATTERS.

(a) The Parent has complied in all material respects with all applicable Environmental Laws. There is no pending or, to the knowledge of the Parent, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Parent. For purposes of this Agreement, "Environmental Law" means (x) any U.S. federal, state or local law, statute, rule or regulation or the common law relating to the protection of human health or the environment, including without limitation CERCLA (as defined below), the Resource Conservation and Recovery Act of 1976, any statute, regulation or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation, emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants, or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, abandoned or discarded barrels, containers and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste or (y) any similar Canadian law. As used in this Section 2.27, the terms "release" and "environment" shall have the meaning set forth in the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA").

(b) Neither the Parent nor the Buyer has ever owned, operated or controlled any parcel of real property or any facility.

(c) The Parent is not aware of any material environmental liability of the solid and hazardous waste transporters and treatment, storage and disposal facilities that have been utilized by the Parent and has not undertaken any independent investigation relating to the same.

3.16 INSURANCE. As of the date of this Agreement, neither the Parent nor the Buyer maintains any insurance policies.

3.17 EMPLOYEES AND CONSULTANTS. Neither the Parent nor the Buyer has ever had any employees.

3.18 ERISA. EXHIBIT D-2 hereto lists any employees benefit plans (as defined in Section 3(3) of ERISA) maintained by the Parent. Each of such employee benefit plans complies in all material respects with (i) all applicable requirements of ERISA and (ii) all applicable requirements of the Code.

3.19 YEAR 2000 COMPLIANCE. The Parent has reviewed its operations and those of its subsidiaries, to evaluate the extent to which the business or operations of the Parent or any of its

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subsidiaries will be affected by the Year 2000 Problem. As a result of such review, the Parent has no reason to believe and does not believe, that the Year 2000 Problem will have a material adverse effect on the business or condition (financial or otherwise) of the Parent.

3.20 SUBSIDIARIES, ETC. Except for the Buyer, the Parent has no subsidiaries and does not own any shares of capital stock of or any interest in or control, directly or indirectly, any other corporation or any partnership, joint venture or other non-corporate business enterprise. The Buyer was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.

3.21 DISCLOSURES. This Agreement and the Exhibits hereto, when read together, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading.

4. ACCESS TO INFORMATION; PUBLIC ANNOUNCEMENTS

4.1 ACCESS TO MANAGEMENT, PROPERTIES AND RECORDS. From the date of this Agreement until the Closing Date, each of the Seller and the Parent shall afford the officers, attorneys, accountants and other authorized representatives of the other party access to its offices, facilities, records and personnel upon reasonable notice and during normal business hours so that the other party may have a reasonable opportunity to make such inquiry as the other party shall reasonably need to make in connection with this Agreement.

4.2 CONFIDENTIALITY. All information not concerning the Assets to be Sold or the Assumed Liabilities not previously disclosed to the public or generally known to persons engaged in the respective businesses of the Seller, the Parent or the Buyer which shall have been furnished by the Seller, the Parent or Buyer to the other party in connection with the transactions contemplated hereby or as provided pursuant to this Section 4 shall not be disclosed (i) to any person other than their respective employees, directors, attorneys, accountants or financial advisors who have been advised of the provisions of this Agreement and only for purposes of evaluating and effectuating the transactions contemplated hereby or (ii) otherwise than as contemplated herein. In the event that the transactions contemplated by this Agreement shall not be consummated, all such information which shall be in writing shall be returned to the party furnishing the same, including, to the extent reasonably practicable, all copies or reproductions thereof which may have been prepared, and neither party shall at any time thereafter disclose to third parties, or use, directly or indirectly, for its own benefit, any such information, written or oral, about the business of the other party hereto. Notwithstanding the above, to the extent required by law (a) the Parent or Buyer may include in any Registration Statement or periodic report filed by either of them with the Securities and Exchange Commission or any state securities commission or any stock market and (b) each party may otherwise disclose, to the extent reasonably advised by counsel as being required by applicable law, any information regarding the Assets to be Sold, the Seller and/or the terms of this Agreement. If either party intends to make any such disclosure, it shall provide a copy to the other party prior to such disclosure and provide the other party with an opportunity to comment on such disclosure if the other party wishes to do so.

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4.3 PUBLIC ANNOUNCEMENTS. Except as otherwise required by law, the parties agree not to make any public announcements or other public communications concerning this Agreement and the purchase of the Assets to be Sold by the Buyer without the prior written approval of the other party, provided, however, that a party making a public disclosure which it believes in good faith to be required by law shall use its best efforts to advise the other party prior to making the disclosure and provide such other party with an opportunity to comment on such public disclosure if it wishes to do so.

5. PRE-CLOSING COVENANTS. From and after the date hereof and until the Closing Date:

5.1 CONDUCT OF BUSINESS. Each of the Seller and the Parent shall operate its business (except, in the case of the Seller, its business unrelated to the Assets to be Sold, so long as the operation of such unrelated business does not have or could not reasonably be expected to have an adverse effect on the Assets to be Sold) in a manner consistent with past practice. All of the property of each party shall be used, operated, repaired and maintained in a normal business manner materially consistent with past practice.

5.2 ABSENCE OF MATERIAL CHANGES. Without the prior written consent of the other parties, no party shall until the Closing:

(a) Sell, assign or transfer any of its assets, except in the ordinary course of business (or, in the case of the Seller, a sale, assignment or transfer of any assets not included as part of the Assets to be Sold, so long as such sale, assignment or transfer of such unincluded assets does not have or could not reasonably be expected to have an adverse effect on the Assets to be Sold);

(b) Mortgage, pledge, or subject any of its assets (other than, in the case of the Seller, assets not included as part of the Assets to be Sold, so long as the mortgage, pledge or encumbrance of such unrelated assets does not have or could not reasonably be expected to have an adverse effect on the Assets to be Sold) to any lien, charge or any other Encumbrance (except for Permitted Encumbrances and except for subsequently acquired property becoming subject to Encumbrances under bank financing arrangements in effect on the date hereof);

(c) Merge or consolidate with or into any corporation or other entity;

(d) Modify or amend any of the Assumed Contracts or Contract Rights; or

(e) Commit or agree to do any of the foregoing.

5.3 TAXES. Subject to Section 12 hereof, each of the Seller and the Buyer will, on a timely basis, file all tax returns for and pay any and all taxes which shall become due or shall have accrued on account of the ownership of its assets on or prior to the Closing Date (including personal property and excise taxes payable with respect to the Assets to be Sold).

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6. CONDITIONS TO THE OBLIGATIONS OF THE BUYER. The obligation of the Buyer to purchase the Assets to be Sold at the Closing is subject to the fulfillment, or the waiver by the Buyer, of each of the following conditions on or before the Closing:

6.1 CONSENTS; ASBENCE OF LEGAL PROCEEDINGS. The Seller shall have obtained (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Seller, except for any the failure of which to obtain or effect would not have a material adverse effect on the Seller or on the ability of the parties to consummate the transactions contemplated by this Agreement. No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have a material adverse effect, and no such judgment, order, decree, stipulation or injunction shall be in effect.

6.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in Section 2 shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date).

6.3 PERFORMANCE. The Seller shall have performed and complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with by the Seller prior to or at the Closing.

6.4 COMPLIANCE CERTIFICATES. The Seller shall have delivered to the Buyer a certificate, executed by the Chairman of the Board of the Seller, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.2 and 6.3 of this Agreement.

6.5 CERTIFICATES AND DOCUMENTS. The Seller shall have delivered to the Buyer:

(a) The Bill of Sale;

(b) A software license agreement, substantially in the form attached hereto as EXHIBIT G (the "Software License"), duly executed by Seller;

(c) A corporate service agreement, substantially in the form attached hereto as EXHIBIT H (the "Corporate Services Agreement"), duly executed by Seller;

(d) An internet services agreement, substantially in the form attached hereto as EXHIBIT I (the "Internet Services Agreement"), duly executed by Seller;

(e) Such assignments of patents and trademarks and other instruments of conveyance, assignment and transfer, if any, in form and substance reasonably satisfactory to the Buyer, as are appropriate to convey, transfer and assign to, and to vest in, the Buyer or its subsidiaries, good and marketable title to the Assets to be Sold;

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(f) Executed UCC termination statements or amendments with respect to all UCC financing statements that relate to the Assets to be Sold, if any;

(g) Executed releases with respect to any Encumbrances, if any, relating to the Assets to be Sold created in connection with any financings;

(h) Tax lien waivers from any Governmental Entities which may be required, if any;

(i) A certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing of the Seller in Delaware;

(j) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Seller issued by the Secretary of State of the State of Minnesota and the Secretary of State of the State of North Dakota;

(k) Resolutions of the Board of Directors of the Seller, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Seller as of the applicable closing date;

(l) Certificates of the Secretary, Assistant Secretary or other appropriate officer of the Seller attesting to the incumbency of the Seller's officers; and

(m) Such other certificates of each Seller's officers and such other documents as the Buyer has reasonably requested;

(n) The Escrow Agreement, executed by the Seller;

(o) Releases from the directors of the Seller and their affiliates in the form of Section 2.1(b)(i);

(p) Agreements by each of the directors of the Seller and their affiliates and all preferred stockholders of the Seller to attend and vote in favor of this Agreement and transactions contemplated hereby at any meeting of stockholder of the Seller;

(q) The Order Granting Motion for Ex Parte Temporary Injunction in DAVID ERICKSON VS. ELIANCE CORPORATION (Civ. No. 51-99-C 01321) shall have been lifted and there shall be no similar order in place and such case shall be dismissed with prejudice.

7. CONDITION TO THE OBLIGATIONS OF THE SELLER. The obligations of the Seller to be performed at the Closing are subject to fulfillment, or the waiver, of the following conditions, on or before the Closing:

7.1 CONSENTS; ABSENCE OF LEGAL PROCEEDINGS. The Parent shall have obtained (and shall have provided copies thereof to the Seller) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Parent or the Buyer, except for any the failure of which to obtain or effect would not have a material adverse effect on the Parent or the Buyer or on the ability of the

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parties to consummate the transactions contemplated by this Agreement. No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have a material adverse effect, and no such judgment, order, decree, stipulation or injunction shall be in effect.

7.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in Section 3 shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date).

7.3 PERFORMANCE. The Parent and the Buyer shall have performed or complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with by the Parent and/or the Buyer prior to or at the Closing Date.

7.4 COMPLIANCE CERTIFICATES. The Parent and the Buyer shall have delivered to the Seller a certificate, executed by the President of the Parent and the Buyer, respectively, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 7.2 and 7.3 of this Agreement.

7.5 CERTIFICATES AND DOCUMENTS. The Seller or the Escrow Agent (as defined in the Escrow Agreement), as the case may be, shall have received each of the following documents on the Closing Date:

(a) Stock certificates representing the Shares, as provided in
Section 1.3;

(b) The Instrument of Assumption of Liabilities executed by the Buyer and countersigned by the Seller;

(c) The Software License, duly executed by Buyer;

(d) The Corporate Services Agreement, duly executed by the Parent;

(e) The Internet Services Agreement, duly executed by Buyer;

(f) The Escrow Agreement, executed by the Buyer, the Parent, certain stockholders of the Parent and Tory Haythe;

(g) The Certificate of Incorporation of each of the Parent and the Buyer, as amended and in effect as of the closing date certified by the Secretary of State of the State of Delaware;

(h) By-Laws of each of the Parent and the Buyer, certified by its Secretary as of the closing date;

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(i) A certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing of each of the Parent and the Buyer in Delaware;

(j) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Parent and Buyer issued by the Secretaries of State of the States of Minnesota and North Dakota.

(k) Resolutions of the Board of Directors of each of the Parent and the Buyer, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary of each of the Parent and the Buyer, respectively, as of the closing date;

(l) A certificate of the Secretary of each of the Parent and the Buyer, respectively, attesting to the incumbency of the Parent and the Buyer's respective officers;

(m) Such certificates of the Parent or the Buyer's officers and such other documents as the Seller have reasonably requested.

8. TRANSFER OF SHARES.

8.1 RESTRICTED SHARES. "Restricted Shares" means (i) the Shares and
(ii) any other shares of capital stock of the Parent issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); PROVIDED, HOWEVER, that shares of Parent Common Stock which are Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the Securities Act,
Section 4(1) of the Securities Act or Rule 144 under the Securities Act or (y) at such time as they become eligible for sale under Rule 144(k) under the Securities Act.

8.2 REQUIREMENTS FOR TRANSFER.

(a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or
(ii) the Parent first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Parent, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act .

(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer by the Seller to its stockholders, a transfer by a holder to an affiliate, spouse or child or by a holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a holder which is a limited liability company to a member of such limited liability company or a retired member who resigns after the date hereof or to the estate of any such member or retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 8 to the same extent as if it were the original holder hereunder.

8.3 LEGEND. Each certificate representing Restricted Shares shall bear a legend substantially in the following form:

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"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the issuer is obtained to the effect that such registration or qualification is not required."

The foregoing legend shall be removed from the certificates representing any Restricted Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act .

9. INDEMNIFICATION

9.1 BY THE SELLER. From and after the Closing Date, subject to the provisions of this Section 9, the Seller hereby agrees to indemnify and hold harmless the Parent and the Buyer and their respective officers, directors and agents against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, "Loss") reasonably incurred by the Parent or the Buyer in connection with each and all of the following:

(a) Any breach by the Seller of any representation or warranty made by it in this Agreement;

(b) Any breach of any covenant, agreement or obligation of the Seller contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement;

(c) Any misrepresentation contained in any statement, certificate or schedule furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; and

(d) Except for the Assumed Liabilities, any claims, damages, or liabilities arising out of the conduct of the business and operations of the Seller or any other liabilities or obligations of the Seller.

9.2 BY THE PARENT AND THE BUYER. From and after the Closing Date, subject to the provisions of this Section 9, each of the Parent and the Buyer, jointly and severally, hereby agrees to indemnify and hold harmless the Seller and its officers, directors and agents against all Loss reasonably incurred by the Seller in connection with each and all of the following:

(a) Any breach by the Parent or Buyer of any representation or warranty made by it in this Agreement;

(b) Any breach of any covenant, agreement or obligation of the Parent or Buyer contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement;

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(c) Any misrepresentation contained in any statement, certificate or schedule furnished by the Parent or Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; and

(d) Any claims, damages, or liabilities arising out of the conduct of the business and operations of the Parent or the Buyer, or the Assumed Liabilities.

9.3 CLAIMS FOR INDEMNIFICATION. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.

9.4 DEFENSE BY INDEMNIFYING PARTY. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding, provided that such assumption of the defense shall not constitute a waiver of the Indemnifying Party's right to challenge the existence or extent of its obligation to indemnify with respect to such claim or legal proceedings. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 20 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner.

9.5 PAYMENT OF INDEMNIFICATION OBLIGATION. All indemnification by the Parent, the Buyer or the Seller hereunder shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability; provided that the Buyer shall have the right to offset any amounts due to Buyer hereunder against amounts due from Buyer under the Instrument of Assumption of Liabilities and in accordance with the Escrow Agreement.

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9.6 SURVIVAL OF REPRESENTATIONS; CLAIMS FOR INDEMNIFICATION. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the signing of this Agreement and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the second anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such second anniversary of the Closing Date, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto within two years after the Closing Date.

9.7 LIMITATIONS. Notwithstanding anything to the contrary herein, the aggregate liability of each of the Seller and the Parent under this Article 9 shall include only that portion of the aggregate damages of the Indemnified Party which exceeds $50,000.

10. POST-CLOSING AGREEMENTS

The Seller and the Parent agree that from and after the Closing Date:

10.1 PROPRIETARY INFORMATION. The Seller shall hold in confidence, and use its best efforts to have all of the Seller's officers, directors, managers, members and personnel hold in confidence, all knowledge and information of a secret or confidential nature with respect to the Assets to be Sold and shall not disclose, publish or make use of the same without the consent of the Parent, except to the extent that such information shall be required by law or valid legal process or shall have become public knowledge other than by breach of this Agreement by the Seller.

10.2 NON-COMPETITION AGREEMENT.

(a) As a material and valuable inducement for the Parent and the Buyer to enter into this Agreement, pay and deliver the Purchase Price and consummate the transactions provided for herein, the Seller agrees that, without the prior approval of the Parent, for a period of five years after the Closing Date, the Seller shall not engage directly or indirectly in the business of designing, developing, manufacturing, marketing or selling products or services which are competitive with the business being conducted by the Parent on the Closing Date in the United States or Canada.

(b) The parties hereto agree that the duration and geographic scope of the non-competition provision set forth in this Subsection 10.2 are reasonable. In the event that any court determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. The Seller agrees that damages are an inadequate remedy for any breach of this provision and that the Parent shall, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the

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form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision.

10.3 COOPERATION IN LITIGATION. Each party hereto will fully cooperate with the others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the conduct of the business by the Seller prior to or after the Closing Date (other than litigation or proceedings arising out the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (including legal fees and disbursements), as incurred, of the party providing such cooperation and of its officers, directors, managers, members, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, managers, members, employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

10.4 TRANSITION. The Seller will not take any action that is designed or intended to have the effect of dissuading any licensor, customer, supplier, or other business associate from maintaining the same business relationships in regard to the Assets to be Sold with the Buyer after the Closing as it maintained with the Seller prior to the Closing. The Seller will refer all customer inquiries relating to the Assets to be Sold to the Buyer from and after the Closing.

10.5 INSURANCE. The Parent will, and will cause the Buyer to, obtain and maintain in force such property damage, public liability, directors and officers liability, business interruption, worker's compensation, indemnity bonds and other types of insurance as the Parent's executive officers, after consultation with an accredited insurance broker, shall determine to be necessary or appropriate to protect the Parent from the insurable hazards or risks associated with the conduct of the Parent's business. The Parent's executive officers shall periodically report to the Board of Directors on the status of such insurance coverage.

All insurance shall be maintained in at least such amounts and to such extent as shall be determined to be reasonable by the Board of Directors; and all such insurance shall be effected and maintained in force under a policy or policies issued by insurers of recognized responsibility, except that the Parent or any subsidiary may effect worker's compensation or similar insurance in respect of operations in any state or other jurisdiction either through an insurance fund operated by such state or other jurisdiction or by causing to be maintained a system or systems of self-insurance which is in accord with applicable laws.

10.6 EMPLOYEE STOCK OPTIONS. The Parent agrees to grant to current employees of the Seller and employees of the Seller who shall have become employees of the Parent or the Buyer from time to time options to purchase an aggregate of 500,000 shares of Parent Common Stock on or before December 31, 1999.

10.7 STOCKHOLDERS MEETING. Promptly following the execution hereof, the Seller shall call a meeting of its stockholders (which shall occur within 20 days of the notice thereof) at

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which meeting this Agreement and the transactions contemplated hereby shall be presented to such stockholders for ratification.

10.8 EMPLOYEES. The Parent and the Buyer shall be permitted to offer employment to the employees of the Seller and its subsidiary from time to time.

11. TERMINATION OF AGREEMENT

11.1 TERMINATION BY LAPSE OF TIME. This Agreement shall terminate at 5:00 p.m., Minneapolis time, on December 31, 1999, if the Closing contemplated hereby has not been consummated, unless such date is extended by the written consent of the Buyer and the Seller.

11.2 TERMINATION BY AGREEMENT OF THE PARTIES. This Agreement may be terminated by the mutual written agreement of the parties hereto.

11.3 EFFECT OF TERMINATION. If any party terminates this Agreement pursuant to this Section 11 all rights and obligations of the parties hereunder shall terminate without liability of any party to the other party except for breach of its covenants hereunder.

12. TRANSFER TAXES, GOVERNMENTAL FEES AND CHARGES; CERTAIN INCOME TAXES.

(a) Notwithstanding any provision of law imposing the burden of Transfer Taxes (as hereinafter defined) on the Seller or the Buyer, as the case may be, any sales, use, and other transfer taxes imposed in connection with the consummation of the transactions contemplated by this Agreement (collectively, "Transfer Taxes") shall be borne by the Seller. The Seller and the Buyer agree to cooperate in good faith with each other, and to use their commercially reasonable efforts, to minimize Transfer Taxes. Without limiting the generality of the preceding sentence, (i) the Buyer shall promptly and properly complete, execute and deliver to the Seller resale, exemption, and/or similar certificates or other documentation necessary or appropriate under any applicable law to claim and/or evidence that all or any portion of the sale or transfer of the Assets under this Agreement is exempt from or otherwise not subject to Transfer Taxes imposed under such applicable law, and (ii) the parties shall consult and cooperate in good faith on a timely basis in order to effectively handle and contest any audit, examination, investigation, or administrative court, or other proceeding relative to Transfer Taxes.

(b) The Seller shall pay and be responsible for all filing, recordation, transfer or other governmental fees or charges, in each case relating to the sale or transfer of any of the Assets to be Sold hereunder.

(c) If a party hereto shall fail to pay on a timely basis any amount such party is responsible for under this Section 12, the other party may pay such amount to the appropriate governmental authority or authorities or other appropriate third party or parties, and the party responsible for payment of such amount shall promptly reimburse the other party for such amount so paid.

(d) The Buyer waives compliance with the provisions of any applicable bulk sales laws or other similar laws of any jurisdiction as respects the transactions contemplated by this Agreement.

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13. OTHER PROVISIONS

13.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.2 EXPENSES. If the Closing occurs, the Seller shall pay all out-of-pocket expenses incurred by it and by the Parent including, without limitation, the reasonable fees and disbursements of Dorsey & Whitney LLP, counsel to the Seller, and of Tory Haythe, counsel to the Parent, incurred in connection with the matters contemplated by this Agreement. If the Closing does not occur, all expenses shall be borne solely and entirely by the party that has incurred the same.

13.3 BROKERS. Each of the Seller, the Parent and the Buyer (i) represents and warrants to the other parties hereto that it has not retained a finder or broker in connection with the transactions contemplated by this Agreement, and (ii) will indemnify and save the other party harmless from and against any and all claims, liabilities or obligations with respect to brokerage or finders' fees or commissions, or consulting fees in connection with the transactions contemplated by this Agreement asserted by any person on the basis of any statement or representation alleged to have been made by such indemnifying party.

13.4 SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13.5 SPECIFIC PERFORMANCE. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Buyer shall be entitled to specific performance of the agreements and obligations of the Seller hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

13.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota (without reference to the conflicts of law provisions thereof).

13.7 NOTICES. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

To the Parent:        Webhelp.com Inc.
                      One Dundas Street West
                      Suite 2500
                      P.O. Box 84565
                      Toronto, Ontario M5G 1Z3

26

With a copy to:       Tory Haythe
                      Suite 3000, Aetna Tower
                      Toronto Dominion Center
                      Toronto, Ontario M5K 1N2
                      Attn:  James J. Duffield, Esq.

To the Buyer:         iSpoke.com Inc.
                      One Dundas Street West
                      Suite 2500
                      P.O. Box 84565
                      Toronto, Ontario M5G 1Z3

With a copy to:       Tory Haythe
                      Suite 3000, Aetna Tower
                      Toronto Dominion Center
                      Toronto, Ontario M5K 1N2
                      Attn:  James J. Duffield, Esq.

To the Seller:        eliance Corporation
                      7800 Equitable Drive
                      Suite 250
                      Minneapolis, MN 55344
                      Attn:  Paul Eidsness, Esq.

With copies to:       Dorsey & Whitney
                      220 South Sixth Street
                      Minneapolis, MN 55402
                      Attn:  Robert A. Kuhns, Esq.

Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

13.8 COMPLETE AGREEMENT. This Agreement (including its Exhibits) and the Parent/Buyer's and Seller's Ancillary Agreements constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter including, without limitation, that certain letter of intent dated July 4, 1999, and that certain letter of intent dated November 29, 1999.

13.9 AMENDMENTS AND WAIVERS. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either

27

retroactively or prospectively), with the written consent of the Seller and the Parent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

13.10 PRONOUNS. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

13.11 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

13.12 SECTION HEADINGS. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.

* * * * *

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of and on the date first above written.

SELLER:

ELIANCE CORPORATION

ATTEST:                              By:  /s/ Jeffrey Farstad
                                         -------------------------------
                                         Name:  Jeffrey Farstad
---------------------------                    -------------------------
                                         Title: Chairman
                                               -------------------------

PARENT:

WEBHELP.COM, INC.

ATTEST:                              By:  /s/ Kerry Adler
                                         -------------------------------
                                         Name:  Kerry Adler
---------------------------                    -------------------------
                                         Title: President
                                               -------------------------

BUYER:

iSPOKE.COM INC.

ATTEST:                              By:  /s/ Kerry Adler
                                         -------------------------------
                                         Name:  Kerry Adler
---------------------------                    -------------------------
                                         Title: President
                                               -------------------------

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Exhibit 10.20

SHARE ESCROW AGREEMENT

SHARE ESCROW AGREEMENT dated as of December 29, 1999 by and among Webhelp.com Inc., a Delaware corporation formerly know as BlueSky Ventures Inc.(the "Corporation"), iSpoke.com Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation (the "Buyer"), eliance Corporation, a Delaware Corporation (the "Seller), each of the persons named on SCHEDULE 1 hereto (individually, a "Senior Manager" and, collectively, the "Senior Managers"), and Tory Haythe, as escrow agent.

WHEREAS, prior to the execution and delivery hereof, the Senior Managers owned all of the issued and outstanding shares of Common Stock, $0.01 par value ("the Common Stock"), of the Corporation; and

WHEREAS, pursuant to the Asset Purchase Agreement dated as of December 29, 1999 (the "Agreement") among the Corporation, the Seller and the Buyer, the Seller is to receive, INTER ALIA, shares of Common Stock in exchange for certain of its assets, and the Seller has agreed, among other items, to indemnify the Corporation and the Buyer under the circumstances and to the extent set forth in Section 9 of the Agreement; and

WHEREAS, pursuant to the Agreement, the Escrow Shares (as defined below) are to be deposited in escrow simultaneously with the closing of the transactions contemplated by the Agreement; and

WHEREAS, the parties hereto have designated Tory Haythe to serve as the escrow agent hereunder (such escrow agent, and its respective successors, designated as provided herein, being hereinafter referred to as the "Escrow Agent").

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. ESCROW SHARES. The Seller hereby delivers to the Escrow Agent 5,500,000 shares of Common Stock registered in the name of the Seller together with a signed and undated blank stock power(s) with respect to such shares (in the aggregate, such shares and all stock powers of the Seller delivered to the Escrow Agent, hereinafter, collectively, the "Escrow Shares"), and the Escrow Agent hereby acknowledges receipt of the Escrow Shares. All and additional or different shares and/or other property (other than cash dividends) paid in respect of the Escrow Shares resulting from any recapitalization, exchange, merger, consolidation, stock split, conversion or dividend (including, without limitation, any stock dividend) on or in respect of the Escrow Shares and any and all interest and earnings on, or proceeds of, any of the foregoing (all of the foregoing, collectively, the "Collateral") shall be deemed to be, and shall be held as part of, the Escrow Shares, and the Corporation, the Buyer, the Senior Managers and the Seller hereby agree to deliver immediately to the Escrow Agent all Collateral. Subject to Section 7 hereof, during the term of this Share Escrow Agreement, the Escrow Shares


2

held by the Escrow Agent shall be voted at the direction of the Seller. The Collateral shall be held and disposed of by the Escrow Agent as hereinafter provided.

2. PURPOSE OF COLLATERAL. The Collateral shall be held to secure the Corporation, the Buyer and the Senior Managers in the manner herein stated in respect of (i) any required payment by the Seller for any Indemnification Amount (as hereinafter defined) to which the Corporation, the Buyer or any of the Senior Managers are entitled under Section 9 of the Agreement and (ii) the rights of the Senior Managers to purchase the Escrow Shares pursuant to Section 11 hereof.

3. INTERESTS IN THE COLLATERAL. Regardless of the actual disposition of the Collateral pursuant to this Share Escrow Agreement, the Seller shall be considered the owner of the Escrow Shares and any other Collateral for the reporting of all income earned with respect to the Collateral for federal, state and local income tax purposes, and any losses on the Collateral shall be deemed to have been sustained or incurred by the Seller for such income tax purposes on the basis of its ownership thereof. In the event that the Corporation shall receive and retain any Collateral consisting of shares of Common Stock in payment of any Indemnification Amount(s) hereunder, it is expressly understood and agreed that the Corporation shall, and is hereby authorized to, cancel stock certificates representing such shares and shall treat such shares as treasury shares. The Buyer hereby agrees to distribute immediately to the Corporation any Collateral consisting of shares of Common Stock which the Buyer receives pursuant hereto.

4. HOLDING AND INVESTMENT OF THE COLLATERAL. The Escrow Agent is hereby authorized and directed to hold the Collateral in escrow, and to invest and reinvest the Collateral (other than the Escrow Shares) in its name, as escrow agent, subject to the provisions hereinafter set forth. The Escrow Agent shall from time to time during the term hereof (a) deposit any cash Collateral in an interest bearing account (without any limitation or penalty for withdrawal) with a bank or trust company organized under the laws of the United States or any state of the United States with capital in excess of $100,000,000 and/or (b) invest and reinvest any cash Collateral in any one or more of the following: (i) certificates of deposit of any bank or trust company organized under the laws of the United States or any state of the United States with capital in excess of $100,000,000 having a final maturity within thirty (30) days of the date of purchase thereof, (ii) obligations of the United States government or any instrumentality thereof having a final maturity within thirty
(30) days of the date of purchase thereof, (iii) money market funds which invest only in obligations insured by the United States government, or (iv) any other investments mutually agreed upon in writing by the Seller, the Corporation and the Senior Managers. All expenses of investing the Collateral shall be paid first out of the interest earned thereon. The Escrow Agent shall bear no responsibility for the selection or performance of investments permitted hereunder or any losses thereon.

5. DISINVESTMENT OF THE COLLATERAL. If the Collateral (or any portion thereof) shall be required for disbursement from the escrow created hereby as provided in Section 6 hereof, the Escrow Agent shall cause the Collateral to be transferred to the Seller, the Corporation, the Buyer or the Senior Managers, as the case may be, in


3

accordance with the terms hereof. Subject to Section 6(c) hereof, it is understood and agreed that any Indemnification Amount(s) payable to the Corporation, the Buyer or the Senior Managers, as the case may be, hereunder shall be payable first, from and to the extent of Collateral other than the Escrow Shares, and second, from any remaining Escrow Shares. In the event that any Indemnification Amount(s) is to be paid from such remaining Collateral, and if amounts invested as set forth in Section 4 hereof shall be required for disbursement from the escrow created hereby, the Escrow Agent shall cause any such investments of such remaining Collateral to be sold or otherwise converted to cash and to be transferred to the Seller, the Corporation, the Buyer or the Senior Managers, as the case may be, in accordance with the terms hereof.

6. DISBURSEMENT OF THE COLLATERAL. Disbursements of the Collateral from the escrow created hereby shall be made only as follows:

(a) (i) If, under the indemnity obligations of the Seller set forth in Section 9 of the Agreement, the Corporation, the Buyer or any of the Senior Managers (individually, an "Indemnitee" and collectively, the "Indemnitees") shall be entitled pursuant to said Section 9 to a payment for Loss (as defined in the Agreement) sustained or incurred by such Indemnitee (the "Indemnification Amount"), the Escrow Agent shall, if requested in writing by such Indemnitee (an "Indemnification Payment Notice") (which Indemnification Payment Notice shall also be sent simultaneously to the other Indemnitees, as well as the Seller), disburse the Indemnification Amount to such Indemnitee in accordance with Sections 5 and 6(b) hereof.

(ii) If Senior Managers shall deliver to the Escrow Agent a Final Option Notice (as defined in Section 11 hereof) pursuant to Section 11 to purchase Option Shares (as defined in Section 11 hereof) and shall pay to the Escrow Agent the aggregate amount payable under Section 11 for such Option Shares, the Escrow Agent shall disburse such Option Shares (or if there are fewer Escrow Shares remaining than the number of Option Shares paid for, then the remaining Escrow Shares and cash in the amount of the difference between the aggregate amount paid by the Senior Managers for such Option Shares and the aggregate amount payable by the Senior Managers under Section 11 for a number of Option Shares equal to the number of remaining Escrow Shares) to the Senior Managers as set forth Final Option Notice, in accordance with Sections 5 and 6(b) hereof.

(b) Subject to the terms hereof, the Escrow Agent shall 5 days after the receipt of an Indemnification Payment Notice or, if there shall be an outstanding Option Notice, 5 days after receipt of Final Option Notice deliver
(x) first, Option Shares that have been paid for by the Senior Managers subject to any outstanding Option Notice and the amount paid for such Option Shares shall become Collateral hereunder, and (y) second, to such Indemnitee Collateral (with Collateral other than Escrow Shares to be delivered first in the event of the payment of an Indemnification Amount which is less than the value of all of the Collateral) equal in value (as determined below) to the Indemnification Amount, with the certificates representing any portion of the Escrow Shares included in the Collateral so delivered, accompanied by stock powers duly endorsed in blank, all subject to the next sentence. If the Escrow Agent shall have


4

received a written objection (the "Objection Notice") to the payment of such Indemnification Amount at least twenty-four (24) hours prior to its payment, the Escrow Agent shall not deliver any of the Collateral held by it hereunder with respect to an Indemnification Amount until (i) final adjudication of the matter by a court of competent jurisdiction which adjudication is not subject to any further right to appeal or (ii) the mutual written agreement of the Corporation, the Senior Managers and the Seller received by the Escrow Agent from the Corporation, the Senior Managers and the Seller. Notwithstanding any other provisions contained herein, in the event of such an Indemnification Payment Notice and/or Objection Notice, the provisions of this Share Escrow Agreement shall continue in full force and effect with respect to the amount of the Indemnification Amount claimed until the first to occur of the events described in the immediately proceeding sentence. Subject to the foregoing sentence, the balance of the Collateral, if any, in excess of the amount of any Indemnification Amount claimed or paid to any of the Indemnitees, if any, shall remain with the Escrow Agent subject to the provisions of this Share Escrow Agreement until the Termination Date (as hereinafter defined). Notwithstanding any other provision contained herein and notwithstanding the occurrence of the Expiration Date (as hereunder defined) or Termination Date (as hereinafter defined), if any Indemnitee shall have given an Indemnification Payment Notice with respect to any matter(s) ("Indemnification Matter(s)") for which an Indemnitee is entitled to indemnification pursuant to Section 9 of the Agreement, within the one (1) year period ending on the first (1st) anniversary of the date of this Share Escrow Agreement (the "Expiration Date"), the provisions of this Share Escrow Agreement shall continue in full force and effect with respect to any Collateral which is subject to the Indemnification Payment Notice until all claims for Loss arising out of or resulting from such Indemnification Matter(s) shall have been resolved and any related claim(s) for Indemnification Amount(s) shall have been finally determined. Subject to the foregoing, within three (3) business days of receipt of a written request therefor from the Seller to the Escrow Agent, on or after the third (3rd) business day occurring after the Expiration Date, if there shall be any Collateral other than Escrow Shares that is not subject to an Indemnification Notice or if the number of remaining Escrow Shares exceed 4,500,000 minus the number of Options Shares in respect of which Options have been exercised or that are subject to an outstanding Option Notice or Indemnification Notice, then any such excess non-Escrow Share Collateral and any such excess Escrow Shares shall be delivered to the Seller. Subject to the foregoing, within three (3) business days of receipt of a written request therefor from the Seller to the Escrow Agent, on or after the third (3rd) business day occurring after the fifth (5th) anniversary of the date hereof, the balance of the Collateral, if any, that is not subject to any Indemnification Notice or Option Notice shall be delivered to the Seller.

For purposes of this Section 6, the value of each of the Escrow Shares for purposes of an Indemnification Amount shall be (i) $0.53 if the Corporation shall not have issued any additional shares of Common Stock after the date hereof other than pursuant to its 1999 Long Term Incentive Plan, (ii) the most recent per share price at which the Corporation shall have issued shares of Common Stock, unless shares of Common Stock are listed on a national securities exchange or the Nasdaq Stock Market, or (iii) if shares of Common Stock are so listed, the last sale price reported in the WALL STREET JOURNAL for the last business day prior to the date any determination is made, in


5

each case appropriately adjusted for any stock splits, stock dividends, stock combinations or other similar occurrences. Any fractional shares shall be rounded to the next whole share.

(c) It is also expressly understood and agreed that any payment by the Escrow Agent of any of the Collateral (including the Escrow Shares) to any of the Indemnitees in payment of an Indemnification Amount(s) hereunder, or the release of Escrow Shares under the circumstances set forth in Section 7(b) hereof, shall not, in any event, release, terminate or otherwise limit the Seller (or any of its) agreements set forth in the Agreement, including, without limitation, the indemnity and other agreements set forth in Section 9 of the Agreement. Without limiting the generality of the foregoing, the understandings and agreements by the Seller set forth in Section 9 of the Agreement are hereby reaffirmed by the Seller and such understandings and agreements are incorporated by reference herein.

7. LIMITATIONS ON REVOCATION, TERMINATION OR MODIFICATION OF THIS
SHARE ESCROW AGREEMENT, OTHER MATTERS. The Collateral, this Share Escrow Agreement and the Escrow Agent's authority hereunder are subject to the interests of the Corporation, the Buyer and the Senior Managers, and this Share Escrow Agreement and the authority of the Escrow Agent hereunder shall be irrevocable (except as mutually agreed among the Corporation, the Buyer, the Senior Managers and the Seller) and shall not be subject to termination or modification by the Corporation, the Buyer and the Seller (or any of them) alone or by operation of law or by the occurrence of any event or events.

8. AGREEMENTS WITH THE ESCROW AGENT. To induce the Escrow Agent to act hereunder, it is agreed by the Corporation, the Buyer, the Senior Managers and the Seller that:

(a) The Escrow Agent shall hold the Collateral as an escrow agent and shall give the Collateral such degree of care as it gives other similar property held in an escrow agent capacity.

(b) The Escrow Agent does not have and will not have any interest in the Collateral but is serving only as an escrow holder and has only possession thereof.

(c) The Escrow Agent makes no representation as to the validity, genuineness or collectibility of any Collateral held by or delivered to or by it.

(d) The Escrow Agent may act or refrain from acting in reliance upon any instrument or signature furnished to it hereunder and believed by it to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so.

(e) The Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving notice of such resignation to the Corporation, the Buyer, the Senior Managers and the Seller, specifying the date upon which such resignation shall take effect; provided, however, that such date shall be not less than


6

thirty (30) days from the date of such notice. The Corporation, the Buyer, the Senior Managers and the Seller shall also have the right, by mutual agreement, to terminate the appointment of the Escrow Agent hereunder by giving to it notice of the date such termination shall take effect and designating a successor Escrow Agent. In any such event, the Corporation, the Buyer, the Senior Managers and the Seller shall, by mutual agreement, reasonably approve and designate a successor Escrow Agent to such resigning or terminated Escrow Agent. Upon demand of a successor Escrow Agent, all property held in escrow hereunder by the resigning or discharged Escrow Agent shall be turned over and delivered to such successor Escrow Agent who shall, thereupon, be bound by all of the provisions hereof.

(f) The Escrow Agent may act relative hereto upon advice of counsel selected by it in reference to any matter connected herewith, and shall not be liable to any of the parties hereto, or their respective heirs, legal representatives, successors and assigns, for any action taken on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence.

(g) This Share Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Share Escrow Agreement against the Escrow Agent.

(h) In the event of any bona fide disagreement among any of the parties to this Share Escrow Agreement resulting in adverse claims or demands being made in connection with the subject matter of this Share Escrow Agreement, or in the event that the Escrow Agent should, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable for damages, interest, or in any other way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to so refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, by a panel of arbitrators or by the mutual agreement of the Corporation, the Buyer, the Senior Managers and the Seller, and (ii) the Escrow Agent shall have received appropriate evidence of the foregoing, including, at its election, an opinion of counsel that any such adjudication is final and unappealable or that any such agreement is binding upon all of the interested persons. In the alternative, the Escrow Agent may, but shall not be obligated to, file a suit in interpleader (the parties hereto consenting to the filing of such action in the New York Supreme Court, New York County) for a declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with such court the amount of the Collateral held by it hereunder, in which event the Corporation, the Buyer, the Senior Managers and the Seller, jointly and severally, agree to pay all costs, expenses and attorneys fees incurred by the Escrow Agent in connection therewith, the amount thereof to be fixed, how they should be apportioned among the parties hereto, and such judgment therefore to be rendered by the court in such suit.


7

(i) The Corporation, the Buyer, the Senior Managers and the Seller, jointly and severally, hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder, and the Corporation, the Buyer, the Senior Managers and the Seller, jointly and severally, hereby agree to indemnify the Escrow Agent for, and to hold it harmless against, any damage, loss, liability, cost or expense incurred by the Escrow Agent arising out of or in connection with its entering into this Share Escrow Agreement and carrying out its duties hereunder, other than from its own willful misconduct or gross negligence, including the costs and expenses of defending itself against any claim or liability in the premises.

(j) The parties hereto acknowledge and consent to the fact that Tory Haythe has acted and will continue to act as legal counsel to the Corporation, the Buyer and the Senior Managers in connection with the transactions contemplated by the Agreement and this Share Escrow Agreement, or in any disputes arising therefrom or relating thereto.

9. COMPENSATION. No compensation shall be paid to the Escrow Agent for the services to be rendered by it hereunder. The Corporation, the Buyer, the Senior Managers and the Seller, jointly and severally, agree to reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by it in the performance of its duties as Escrow Agent hereunder (including reasonable fees, expenses and disbursements involved in investing or reinvesting the Collateral) and jointly and severally agree to reimburse, indemnify and hold harmless the Escrow Agent from any amounts that the Escrow Agent is obligated to pay in the way of such disbursements and advances. The immediately preceding agreement contained in this Section 9 and the agreements contained in Section 8 hereof shall survive despite any termination of this Share Escrow Agreement or the resignation or removal of the Escrow Agent. The Escrow Agent shall have a claim on the Collateral for the payment of any of such reimbursement of expenses, disbursements and advances.

10. ACTIONS BY THE SENIOR MANAGERS. (a) Any action to be taken by the Senior Managers, notices to be given by the Senior Managers or any matters requiring the Senior Managers to act or refrain from acting hereunder may be undertaken with the concurrence of any Senior Managers owning a majority of the Common Stock subject to the terms hereof at any time and from time to time (such Senior Managers hereinafter, collectively, the "Senior Managers Representatives") and, for all purposes, it is expressly understood and agreed that any action so taken, notice so given or other matter acted upon or refrained from shall be deemed to constitute the action of all of the Senior Managers and shall be binding on all of the Senior Managers. It is understood and agreed that initially, notwithstanding the foregoing, Kerry E. Adler shall act as the Senior Managers Representative. In addition, subject to subsection
(c) below, the Corporation, the Buyer, the Seller and the Escrow Agent shall be entitled (i) conclusively to rely upon the direction, notice, request or other communication received from any of the Senior Managers Representatives without the need to


8

confirm such or otherwise communicate with any other Senior Managers, and (ii) to give any direction, notice, request or other communication to any of the Senior Managers Representatives without the need to confirm or otherwise communicate with any other Senior Managers, and any such direction, notice, request or other communication (whether from or to any of the Senior Managers Representatives) shall be conclusive, binding and enforceable against all Senior Managers.

(b) The Senior Managers Representatives shall not be liable to the Senior Managers or any third party for any action taken by any of the Senior Managers Representative except with regard to actions involving (i) a breach of such Senior Managers Representative's duty of loyalty to the Senior Managers,
(ii) any acts by such Senior Managers Representative not in good faith or involving a known violation of law or (iii) transactions from which such Senior Manager Representative derived an improper personal benefit.

(c) The Corporation, the Buyer, the Seller and the Escrow Agent shall be entitled to rely on any and all communications from any of the Senior Managers Representatives as being authorized by a majority of the Senior Managers Representatives and/or the Senior Managers as provided hereunder with respect to the subject matter of this Share Escrow Agreement and the Senior Managers Representatives, jointly and severally, agree to hold the Corporation, the Buyer, the Seller and the Escrow Agent harmless from any and all claims that such actions were not properly authorized. The Corporation, the Buyer, the Seller and the Escrow Agent shall be entitled to send all communications with respect to the subject matter of this Share Escrow Agreement to any of the Senior Managers Representatives at the address indicated herein.

11. OPTION TO OPTION SHARES. Notwithstanding anything herein to the contrary, the Senior Managers and the Corporation shall have the right and option (the "Option") at any time until the fifth anniversary of the date of this Escrow Agreement to purchase up to 4,500,000 of the Escrow Shares (all or any portion of such shares, the "Option Shares") on the following terms and conditions.

(a) PRIORITY. (i) The Senior Manager(s) (the "Purchasing Manager(s)") proposing to purchase the Option Shares shall deliver a written notice (an "Option Notice") to the Escrow Agent, the Seller, the Corporation and each of the other Senior Manager(s) to that effect. The Option Notice shall specify the number of Option Shares which such Purchasing Manager(s) desire to purchase, the dollar value per share of the consideration for such Option Shares pursuant to Section 11(b) or 11(c) of this Share Escrow Agreement.

(ii) The other Senior Manager(s) shall have the right, but not the obligation, to exercise their Option by written notice to the Purchasing Manager(s) and the Escrow Agent within 10 days of delivery of the Option Notice. The Purchasing Manager(s) and the other Senior Manager(s) exercising the Option (collectively, the "Beneficiaries") shall have the right to purchase a PRO RATA portion of the Option Shares based on the ratio the number of shares of Common Stock held by such Beneficiary on the date hereof bears to the aggregate number of shares of Common Stock held by all Beneficiaries on the date hereof. Within 5 business days of the end of such 10-day period, the Beneficiaries shall give a written notice to the Escrow Agent, the


9

Seller, the Corporation and the Corporation and the other Senior Manager(s) specifying the information in the related Option Notice as well as the names and addresses of the Beneficiary and the number of Option Shares each Beneficiary is purchasing (the "Final Option Notice") and shall pay to the Escrow Agent the purchase price for the Option Shares.

(iii) Subject to the provisions herein, the Beneficiaries may each, at his, her or its election, designate one or more Affiliates to exercise the rights under this Section 11, subject to compliance with applicable law.

(iv) Upon the Senior Manager(s) giving notice that they intend to exercise the Option under this Section 11, the Seller shall thereupon for all purposes cease to be a stockholder of the Corporation as to the Option Shares purchased by the Beneficiaries in accordance herewith and shall have no rights against the Corporation or the other Senior Manager(s) in respect of such Option Shares.

(vi) For purposes of this Agreement, the term "Affiliate" shall mean, with respect to any person or party, (i) in the case of an individual, such individual's spouse, children, parents, spouse's parents, siblings or spouse's siblings, or trusts established for the benefit of such persons, and (ii) any corporation, partnership, limited liability company or other entity controlled by, controlling or under common control with such person or party.

(b) EXERCISE PRICE. For purposes of exercising the Option, all or any part of the first 1,500,000 Option Shares shall have a purchase price of $0.60 per share; all or any part of the second 1,500,000 Option Shares shall have a purchase price of $1.20 per share; the last 1,500,000 Option Shares shall have a purchase price of $1.80 per share.

(c) ZERO-EXERCISE PRICE. In the event that both of the following two conditions are satisfied, the exercise price of the Option to purchase the Option Shares shall be Zero Dollars ($-0-): (i) the Seller obtains a firm commitment from a bona-fide purchaser to purchase Web800 or the Seller completes a sale of fifty percent (50%) or more of the assets of Web800, and
(ii) the Corporation completes an underwritten public offering of its Common Stock resulting in gross proceeds to the Corporation (net of underwriters' commissions) of $25 million.

12. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given on the date delivered, if delivered by hand against receipt, on the date sent and received by telecopy, or three business days after mailing if sent by prepaid, certified United States mail, return receipt requested, and addressed as follows:

(1) if to the Corporation, the Buyer or the Senior Managers:

Webhelp.com Inc.
One Dundas Street West


10

Suite 2500
P.O. Box 84565
Toronto, Ontario M5G 1Z3
Attention: Kerry E. Adler
Telecopy: (416) 542-5420

with a copy to:

Tory Haythe
Suite 300, Aetna Tower
Toronto Dominion Center
Toronto, Ontario M5K 1N2
Attention: James J. Duffield, Esq.
Telecopy: (416) 865-7380

(2) if to the Seller:

eliance Corporation 7800 Equitable Drive Suite 250
Minneapolis, Minnesota 55344 Attention: President Telecopy: (612) 294-1407

with a copy to:

Dorsey & Whitney
220 South Sixth Street Minneapolis, Minnesota 55402 Attention: Robert A. Kuhns, Esq.

Telecopy: (612) 340-2868

(3) if to the Escrow Agent:

Tory Haythe
Suite 300, Aetna Tower Toronto Dominion Center Toronto, Ontario M5K 1N2 Attention: James J. Duffield, Esq.

Telecopy: (416) 542-5420

or to such other address as any party may from time to time designate by notice to the other parties, and any such change of address notice given hereunder shall be effective upon receipt.

13. MISCELLANEOUS.


11

(a) This Share Escrow Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to the conflict of laws principles of such State.

(b) This Share Escrow Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original, and all such counterparts shall constitute a single instrument.

(c) The provisions contained in this Share Escrow Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and their respective heirs, legal representatives, successors and assigns. Without limiting the generality of the foregoing, it is understood and agreed that the Corporation may assign and transfer any or all of the rights and benefits afforded to it hereunder, subject to the obligations of it hereunder, to any of its affiliates and to the Buyer, and any of its affiliates (and the Buyer, in turn, may assign and transfer any and all of its rights and benefits hereunder, subject to its obligations hereunder, to any of its affiliates). Any assignment of this Share Escrow Agreement or the rights and/or obligations arising hereunder in contravention of the provisions of this Section 13 (c) shall be null and void.

(d) The Corporation, the Buyer, the Senior Managers and the Seller will cooperate with the Escrow Agent and deliver to the Escrow Agent such additional information and documents as the Escrow Agent shall reasonably request in the performance of its obligations hereunder, including such documents as it shall reasonably request to evidence termination of this Share Escrow Agreement and to evidence its consent to the final delivery of the Collateral in accordance with the terms hereof.

(e) THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SHARE ESCROW AGREEMENT, AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE PARTIES FURTHER WAIVE TRIAL BY JURY, ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO ANY ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE PARTIES FURTHER AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SHARE ESCROW AGREEMENT SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY.


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(f) The parties hereto agree that this Share Escrow Agreement is the product of negotiations between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in, and did participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Share Escrow Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without regard to the rule of CONTRA PROFERENTEM.

* * *


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IN WITNESS WHEREOF, this Share Escrow Agreement has been duly executed as of the day and year first above written.

SENIOR MANAGERS:

     /s/ Kerry E. Adler
------------------------------
         Kerry E. Adler

     /s/ Laura Hantho
------------------------------
         Laura Hantho

     /s/ Hugh Cumming
------------------------------
         Hugh Cumming

     /s/ Dan Walter
------------------------------
         Dan Walter

     /s/ Shukie Halfon
------------------------------
         Shukie Halfon

CORPORATION:

WEBHELP.COM INC.

By:  /s/ Kerry Adler
    --------------------------
    Name: Kerry Adler
    Title: President


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BUYER:

iSPOKE.COM INC.

By:  /s/ Kerry Adler
    --------------------------
    Name: Kerry Adler
    Title: President

SELLER:

eliance CORPORATION

By:  /s/ Jeffrey Farstad
    --------------------------
    Name: Jeffrey Farstad
    Title: Chairman

ESCROW AGENT:

TORY HAYTHE

By:  /s/ Thomas I. Sheridan III
    -----------------------------
    Name: Thomas I. Sheridan III
    Title: Partner


Exhibit 21

Subsidiaries of the Registrant

iSpoke.com Inc., a Delaware corporation

Webhelp Canada Inc., an Ontario corporation


Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and "Selected Consolidated Financial Data" and to the use of our report dated January 12, 2000 [except as to notes 9[b] and 6[b] which are dated as of January 22 and March 6, 2000, respectively] with respect to the consolidated financial statements of Webhelp.com Inc. as at December 31, 1999 and for the period May 27, 1999 to December 31, 1999, in the Registration Statement on Form S-1 and related Prospectus Webhelp.com Inc. for the registration of common shares with a maximum offering price of $86,250,000.

Ernst & Young LLP

Toronto, Ontario, Canada
March 22, 2000


ARTICLE 5


PERIOD TYPE OTHER
FISCAL YEAR END DEC 31 1999
PERIOD START MAY 27 1999
PERIOD END DEC 31 1999
CASH 21,178,857
SECURITIES 0
RECEIVABLES 32,795
ALLOWANCES 0
INVENTORY 0
CURRENT ASSETS 26,250,226
PP&E 2,422,075
DEPRECIATION 67,278
TOTAL ASSETS 29,187,230
CURRENT LIABILITIES 1,751,616
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 186,713
COMMON 87,415
OTHER SE 27,161,486
TOTAL LIABILITY AND EQUITY 29,187,230
SALES 0
TOTAL REVENUES 29,857
CGS 0
TOTAL COSTS 844,917
OTHER EXPENSES 4,060,775
LOSS PROVISION 0
INTEREST EXPENSE 30,153
INCOME PRETAX (4,905,987)
INCOME TAX (4,905,987)
INCOME CONTINUING (4,905,987)
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME (4,905,987)
EPS BASIC (.20)
EPS DILUTED (.20)