Version of 04.06.2000



                       TECHNOLOGY AND TRADEMARK AGREEMENT



            Technology and Trademark Agreement (this "Agreement") dated as of

June 6, 2000, between Webhelp.com Inc., a Delaware corporation ("Webhelp"), and

Webhelp S.A., a French societe anonyme to be incorporated (the "Company").



                              W I T N E S S E T H :





            WHEREAS Webhelp has developed an integrated solution for the

provision of certain real-time human assistance network services and is ready,

willing and able to provide access to such network and make available certain

related know-how regarding such network services to Company;



            WHEREAS Webhelp currently maintains a Web site and provides certain

real-time human assistance and related services in the English language;



            WHEREAS Webhelp has verified that its real time human assistance

solution can be technologically customized in the French language;



            WHEREAS  the  Company  desires  to  establish  a Web  site  and to

provide similar services in the French language;



            WHEREAS the parties intend to build a relationship based on

flexibility and cooperation to allow Company to adapt to local markets, cultures

and legal environment;



            WHEREAS simultaneously herewith, Webhelp and the Company are

entering into a services agreement (the "Services Agreement") whereby Webhelp is

providing certain services to the Company in connection with the Company's

business;



            WHEREAS Webhelp and the Company desire to enter into an agreement

whereby Webhelp shall license certain technology and access to certain of

Webhelp's computer systems to the Company and the parties agree to co-own the

Trademark for the territory of France;



            WHEREAS the services contemplated by the parties need to evolve to

serve Company's clients in the spirit of assistance over the Internet or any

other network, including wireless networks, that may come into existence in the

course of this Agreement, provided such evolution is reasonably feasible taking

into account costs and technological constraints;



            WHEREAS Company desires to enter in this Agreement and agrees to the

fees herein provided in consideration of the quality, reliability and evolution

of the services;



            WHEREAS Webhelp and Company have entered in a shareholders agreement

and contemplate an initial public offering of Company's stock on the Paris stock

exchange as early as















practicable taking into account Company's financial situation and market

conditions on the Paris stock exchange;



            NOW, THEREFORE, in consideration of the premises and the mutual

agreements hereinafter set forth and set forth in the Services Agreement, the

parties hereto hereby agree as follows:





                                   ARTICLE 1.

                                   DEFINITIONS







1.1.  DEFINITIONS



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



      "AGREEMENT" means this agreement, and all schedules attached to this

      Agreement, in each case as they may be amended or supplemented from time

      to time. Unless otherwise indicated, references to Section and Sections

      are to Section and Sections in this Agreement;



      "API" has the meaning attributed in Schedule I;



      "APPROVED BUSINESS SERVICES" means real-time on-line human assistance

      services provided by the Company or its approved independent contractors

      in the French language to third parties pursuant to an agreement approved

      in writing. Approved Business Service may also mean any new services

      unrelated to real time online human assistance services which Webhelp may

      develop and which, at its discretion, it may make available to Company

      under this Agreement.



      "BUSINESS DAY" means any day, other than Saturday, Sunday or any statutory

      holiday in the State of New York;



      "COMPETITIVE BUSINESS" means engaging in any outsourced customer relations

      services, Internet Search, general interest Internet portal (such as

      Yahoo!, MSN, AOL or Excite);



      "CONFIDENTIAL INFORMATION" has the meaning attributed to that term in

      Section 8.1;



      "CONTENT" means the informational, literary, artistic or other content on

      the French Site or the English Site and which is not necessary for the

      performance of human-assisted Internet searches by users in the ordinary

      course;



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



      "ENGLISH SITE" means Webhelp's Web site currently located at the URL

      www.webhelp.com.





                                                                               2







      "FORCE MAJEURE" means any cause of any kind whatsoever not reasonably

      within the control of a party and includes, without limitation, acts of

      God and the public enemy; the elements; fire; accidents; vandalism;

      sabotage; power failure; failure, delay or disruption of transportation

      facilities; inability to obtain, or curtailment of supplies of, materials,

      equipment, computer software (other than the Software) or labor required

      to perform or comply with any obligation or condition of this Agreement;

      strikes, lockouts or any other industrial, civil or public disturbances;

      any laws, orders, rules, regulations, acts or restraints of any government

      or governmental body or authority, civil or military, including the orders

      and judgements of courts, breakdowns or accident to communication networks

      or equipment (e.g. network failure, viruses, etc.) if and only if such

      breakdowns or accident to equipment are unforeseeable, unpreventable and

      beyond a party's control;



      "FRENCH SITE" means the French language version of the English Site

      proposed to be established by the Company located in France and having the

      domain name designation Webhelp.fr.



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

      14.1;



      "GOING CONCERN" means reaching, for fiscal year 2003, and any year

      thereafter a minimum annual amount of sales revenues of US$1,000,000.00

      (one million dollars).

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