PEOPLESUPPORT, INC.



                            INDEMNIFICATION AGREEMENT



        This Indemnification Agreement (the "Agreement") is entered into as of ,

200__ (the "Effective Date"), by and between PEOPLESUPPORT, INC., a Delaware

corporation (the "Corporation"), and _____________ ("Indemnitee").



                                    RECITALS



        A. Indemnitee is either a member of the board of directors of the

Corporation (the "Board of Directors") or an officer of the Corporation, or

both, and in such capacity or capacities, or otherwise as an Agent (as

hereinafter defined) of the Corporation, is performing a valuable service for

the Corporation.



        B. Indemnitee is willing to serve, continue to serve and to take on

additional service for or on behalf of the Corporation on the condition that he

or she be indemnified as herein provided.



        C. It is intended that Indemnitee shall be paid promptly by the

Corporation all amounts necessary to effectuate in full the indemnity provided

herein.



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

this Agreement, and of Indemnitee continuing to serve the Corporation as an

Agent and intending to be legally bound hereby, the parties hereto agree as

follows:



        1. Services by Indemnitee. Indemnitee agrees to serve (a) as a director

or an officer of the Corporation, or both, so long as Indemnitee is duly

appointed or elected and qualified in accordance with the applicable provisions

of the Certificate of Incorporation and bylaws of the Corporation, and until

such time as Indemnitee resigns or fails to stand for election or is removed

from Indemnitee's position, or (b) otherwise as an Agent of the Corporation.

Indemnitee may from time to time also perform other services at the request or

for the convenience of, or otherwise benefiting, the Corporation. Indemnitee may

at any time and for any reason resign or be removed from such position (subject

to any other contractual obligation or other obligation imposed by operation of

law), in which event the Corporation shall have no obligation under this

Agreement to continue Indemnitee in any such position.



        2. Indemnification. Subject to the limitations set forth herein and in

Section 6 hereof, the Corporation hereby agrees to indemnify Indemnitee as

follows:



        The Corporation shall, with respect to any Proceeding (as hereinafter

defined) associated with Indemnitee's being an Agent of the Corporation,

indemnify Indemnitee to the fullest extent permitted by applicable law and the

Certificate of Incorporation and Bylaws of the Corporation in effect on the date

hereof or as such law or Certificate of Incorporation or Bylaws may from time to

time be amended (but, in the case of any such amendment, only to the extent such

amendment permits the Corporation to provide broader indemnification rights than

the law or







                                      -1-



Certificate of Incorporation or Bylaws permitted the Corporation to provide

before such amendment). The right to indemnification conferred herein and in the

Certificate of Incorporation and Bylaws shall be presumed to have been relied

upon by Indemnitee in serving or continuing to serve the Corporation as an Agent

and shall be enforceable as a contract right. Without in any way diminishing the

scope of the indemnification provided by this Section 2, the Corporation will

indemnify Indemnitee to the full extent permitted by law with respect to any

Proceeding associated with Indemnitee's being an Agent of the Corporation,

including any Proceeding brought by or in the right of the Corporation, by

reason of the fact that Indemnitee is or was an Agent or by reason of anything

done or not done by Indemnitee in such capacity, against Expenses (as

hereinafter defined) and Liabilities (as hereinafter defined) actually and

reasonably incurred by Indemnitee or on his or her behalf in connection with the

investigation, defense, settlement or appeal of such Proceeding. In addition to,

and not as a limitation of, the foregoing, the rights of indemnification of

Indemnitee provided under this Agreement shall include those rights set forth in

Sections 3 and 8 below. Notwithstanding the foregoing, the Corporation shall be

required to indemnify Indemnitee in connection with a Proceeding commenced by

Indemnitee (other than a Proceeding commenced by Indemnitee to enforce

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