MEMORANDUM OF AGREEMENT



This Memorandum of Agreement (the "MOA") is made and executed on this 15th day

of December 2003 in Makati City, Metro Manila, by and between;



AYALA LAND, INC. a corporation duly organized and existing under and by virtue

of the laws of the Republic of the Philippines, with offices at (for the

purposes of this MOA) the 28th Floor, Tower One and Exchange Plaza, Ayala

Triangle, Ayala Avenue, Makati City, Metro Manila, represented herein by its

Attorneys-in-Fact Francisco H. Licuanan III and Ma. Victoria E. Anonuevo

(hereinafter referred to as "ALI")



                                       and



PEOPLESUPPORT (PHILIPPINES) INC., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with offices

at 12th-14th Floors, Philamlife Tower, 8767 Paseo de Roxas, Makati City, Metro

Manila, represented herein by its President, Rainerio M. Borja (hereinafter

referred to as "PEOPLESUPPORT");



(ALI and PEOPLESUPPORT are hereinafter collectively referred to as the

"PARTIES".)



                                    RECITALS



ALI will be developing and constructing a five (5)-storey office building (the

"BUILDING") along Amorsolo Street, Legaspi Village, Makati City, Metro Manila,

specifically on the site delineated in ANNEX A hereof (the "SITE"). The Building

will be primarily intended for the operation of a call center and/or outsource

services business and will be planned to have approximately 15,805.5 square

meters of leasable office space, approximately 1,270 square meters of retail

space located at the ground floor of the Building, all with appurtenant parking

slots, and will be in accordance with the initial plans and specifications

agreed upon by the Parties and provided in ANNEX B, subject to such changes as

may be mutually agreed upon by the Parties.



PEOPLESUPPORT has offered to lease 15,102.50 square meters of leasable office

space (the "OFFICE SPACE") from ALI, together with 147 parking slots (the

"OFFICE PARKING SLOTS"), and ALI is willing to lease the Office Space and Office

Parking Slots to PEOPLESUPPORT, for the purpose of operating a call center

and/or to provide outsource services thereon 24 hours a day and 7 days a week

and for such other general office use as PEOPLESUPPORT may deem necessary.



For the purpose of providing for the commitments and undertakings of ALI and

PEOPLESUPPORT in connection with the development of the Building and prior to

the commencement of the lease, the Parties desire to execute this Memorandum of

Agreement to govern their relationship.







                                                                          Page 2

                                     Memorandum of Agreement-PeopleSupport Lease



NOW THEREFORE, for and in consideration of the foregoing premises and of the

terms and conditions hereinafter set forth, the Parties hereby agree as follows:



                                    SECTION 1

                          DEVELOPMENT OF THE BUILDING



1.1      PLANS AND SPECIFICATIONS. ALI hereby undertakes to exert its best

         efforts to construct the Building in accordance with the plans and

         specifications provided in ANNEX B, and any amendments or revisions to

         the same as may be agreed upon by the Parties. PEOPLESUPPORT hereby

         acknowledges the acceptability of the specifications under ANNEX B for

         the operation of a call center and/or outsource services business to

         cater to the requirements of PEOPLESUPPORT. It is agreed, however, that

         any change in ANNEX B shall require the prior written consent of

         PEOPLESUPPORT; provided that, PEOPLESUPPORT undertakes not to withhold

         its consent to any such change in the event that such change in plans

         and specifications are necessary to conform to or address: (a) site

         conditions which could not have been reasonably determined at the time

         of preparations of the plans and specifications; (b) requirements of

         law and the applicable regulation or change in law; (c) restrictions

         and regulations promulgated by the Makati Commercial Estate

         Association, Inc. ("MACEA"); or (d) change in PEOPLESUPPORT's technical

         and building requirements; provided, further, that with respect to the

         foregoing clauses (a), (b), and (c), such change in the plans and

         specifications are not inconsistent with, or do not materially alter,

         the project brief and building design criteria agreed upon by the

         Parties. Any change in plans and specifications as agreed upon by the

         Parties shall form part of this MOA as an amendment to ANNEX B hereof.



         The Parties shall agree upon, finalize and sign off on the project

         brief, user's requirements and building design criteria as provided in

         Annex B not later than December 31, 2003. The Parties shall agree upon,

         finalize and sign off on the design development plans and

         specifications not later than February 15, 2004; provided that, such

         initial design development plans and specifications shall be submitted

         to PEOPLESUPPORT for approval not later than February 1, 2004.



         In order to ensure that the Building is built to specifications, the

         Parties shall meet periodically to assess the progress of the

         construction of the Building based on the milestones to be mutually

         agreed upon by the Parties. It is understood by the Parties that the

         milestones will be determined and agreed upon at a later time, which

         milestones, when agreed upon, shall be incorporated into and form part

         of this MOA. In addition, ALI agrees to meet with PEOPLESUPPORT at any

         reasonable time when so requested by the latter, for the purpose of

         assessing the progress of construction of the Building.







                                                                          Page 3

                                     Memorandum of Agreement-PeopleSupport Lease



1.2      CONSTRUCTION AND DELIVERY. ALI shall exert its best efforts to commence

         construction of the Building not later than March 31, 2004. ALI shall

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