Preview | Continuing Guaranty |

1. Continuing Guaranty. Guarantor hereby unconditionally guarantees and promises to pay on demand to Bank, at the address indicated above, or at such other address as Bank may direct, in lawful money of the United States, and to perform for the benefit of Bank, as and for Guarantors own debt, all Indebtedness of Borrower now or hereafter owing to or held by Bank, until the Indebtedness has been indefeasibly paid in full in accordance with Section 12 hereof. As used herein, the term Indebtedness is used in its most comprehensive sense and shall mean and include without limitation: (a) any and all debts, duties, obligations, liabilities, representations, warranties and guaranties of Borrower heretofore, now, or hereafter made, incurred, or created in connection with that certain Business Loan Agreement between Borrower and Bank of even date herewith (the Loan Agreement) or in connection with a foreign exchange facility between Borrower and Bank (the F/X Facility), whether directly to Bank or acquired by Bank by assignment or otherwise, or held by Bank on behalf of others, however arising, whether voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, certain or uncertain, determined or undetermined, monetary or nonmonetary, written or oral, and whether Borrower may be liable individually or jointly with others, and regardless of whether recovery thereon may be or hereafter become barred by any statute of limitations, discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise unenforceable; and (b) any and all amendments, modifications, renewals and extensions of any or all of the foregoing, including without limitation amendments, modifications, renewals and extensions which are evidenced by any new or additional instruments, documents or agreements; and (c) any and all reasonable attorneys fees of outside counsel, court costs, and collection charges incurred in endeavoring to collect or enforce any of the foregoing against Borrower (to the extent owed by Borrower pursuant to the terms of the Loan Agreement or an F/X Facility), Guarantor (to the extent owed by Guarantor pursuant to the terms of this Guaranty) or any other person liable thereon (whether or not suit be brought) and any other expenses of, for or incidental to collection thereof. As used herein, the term Borrower shall include any successor to the business and assets of Borrower, and shall also

include Borrower in its capacity as a debtor or debtor in possession under the federal Bankruptcy Code, and any trustee, custodian or receiver for Borrower or any of its assets, should Borrower hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or involuntary; and all indebtedness, liabilities and obligations incurred by any such person in connection with the Loan Agreement or an F/X Facility shall be included in the Indebtedness guaranteed hereby. This Guaranty is given in consideration for credit and other financial accommodations which may, from time to time, be given by Bank to Borrower pursuant to the Loan Agreement and/or an F/X Facility, but Guarantor acknowledges and agrees that acceptance by Bank of this Guaranty shall not constitute a commitment of any kind by Bank to extend such credit or other financial accommodation to Borrower or to permit Borrower to incur Indebtedness to Bank.

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Borrower:		PeopleSupport, Inc.

Guarantor:		PeopleSupport (Philippines), Inc. a Philippines corporation, STC Solutions, Inc., a Delaware corporation, ProArm Management, Inc., a Delaware corporation, PeopleSupport Rapidtext, Inc., a Delaware corporation, The Transcription Company, a California corporation, and PeopleSupport (Costa Rica), S.R.L., a Costa Rican entity

Date:		July 28, 2006