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                                                                  EXHIBIT 10.2.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE,
AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS
PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.



                              PEOPLESUPPORT, INC.
                           1998 STOCK INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT
              (MONTHLY VESTING OVER FOUR YEARS WITH ONE-YEAR CLIFF
               AND ONE-YEAR ACCELERATION ON A CHANGE IN CONTROL)

INCENTIVE STOCK       This Option is intended to be an incentive stock option
OPTION                under section 422 of the Internal Revenue Code and will be
                      interpreted accordingly.

VESTING               Your right to exercise this Option shall commence twelve
                      months after the Vesting Start Date, as shown on the cover
                      sheet, and shall vest on a monthly basis thereafter until
                      fully vested on the fourth anniversary of the Vesting
                      Start Date, provided your employment with the Company and
                      its Subsidiaries has not been terminated prior thereto.
                      The number of Shares which may be purchased under this
                      Option by you at the Exercise Price shall be equal to the
                      difference between (i) the product (rounded to the nearest
                      integer) of the number of full months of your continuous
                      status as an Employee of the Company (including all days
                      of any approved leaves of absence) from the Vesting Start
                      Date times the number of Shares covered by this Option
                      times 0.0208333, minus (ii) the number of Shares purchased
                      pursuant to this Option prior to such exercise. The
                      resulting number of Shares will be rounded to the nearest
                      whole number. No additional Shares will vest after your
                      employment by the Company and its Subsidiaries has
                      terminated for any reason.

VESTING ON A CHANGE   If there is a Change in Control and your employment is
IN CONTROL            terminated without Cause in connection with or within six
                      months after the Change in Control, then, in addition to
                      the Shares set forth in the preceding paragraph, you will
                      also be able to purchase the lesser of (1) 25 percent of
                      the Shares subject to this Option or (2) the number of
                      Shares subject to this Option that are then unvested.


                      If, prior to the Change in Control, the Company determines
                      or is informed by the acquiring entity that your
                      employment will be terminated without cause in connection
                      with the Change in Control,



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          the Company will provide you the right to exercise this Option with
          respect to all such vesting Shares immediately prior to the
          consummation of the Change in Control and to be treated as a
          shareholder of the Company with respect to such Shares in connection
          with such transaction.

          Notwithstanding the foregoing, if there is a Change in Control for
          which the Company desires to use the pooling of interests method of
          accounting and the Board of Directors is advised in writing by the
          Company's outside accountants or legal counsel that the pooling of
          interests method of accounting, otherwise available to the Company and
          its surviving or acquiring entity, would be prohibited as a result of
          the vesting acceleration provisions set forth in the preceding
          paragraphs, then there will be no additional vesting as a result of a
          Change in Control.

          "Change in Control" means any of the following:

          (1) The merger, consolidation, or other reorganization, with or into,
          or the sale of all or substantially all of the Company's business
          and/or assets as an entirety to, one or more entities that are not
          Subsidiaries (a "Business Combination"), unless (A) as a result of the
          Business Combination at least 50% of the outstanding securities voting
          generally in the election of directors of the surviving or resulting
          entity or a parent thereof (the "Successor Entity") immediately after
          the reorganization are, or will be, owned, directly or indirectly, in
          substantially the same proportions, by stockholders of the Company
          immediately before the Business Combination; (B) no person (excluding
          the Successor Entity or an Excluded Person) beneficially owns,
          directly or indirectly, more than 20% of the outstanding shares of the
          combined voting power of the outstanding voting securities of the
          Successor Entity, after giving effect to the Business Combination,
          except to the extent that such ownership existed prior to the Business
          Combination; and (C) at least 50% of the members of the board of
          directors of the entity resulting from the Business Combination were
          members of the Board of Directors at the time of the execution of the
          initial agreement or of the action of the Board of Directors approving
          the Business Combination.

          For purposes of this definition, the stockholders before and after the
          Business Combination shall be determined on the presumptions that (i)
          there is no change in the record of ownership of the Company's
          securities from the record date for such approval until the
          consummation of the Business Combination; and (ii) record owners,
          other than affiliates of the Company, of securities of the Company
          hold no securities of the other parties to such reorganization.

          For purposes of this definition, the term "Excluded Person" means (i)
          any person described in and satisfying the conditions of Rule
          13d-1(b)(1) under the Securities Exchange Act of 1934, as amended from
          time to time (the "Exchange Act"), (ii) any person who is the


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                    beneficial owner (as defined in Rule 13d-3 under the
                    Exchange Act) of more than 10% of the outstanding Shares of
                    Common Stock at the time of adoption of this Plan, (or an
                    affiliate, successor, heir, descendant or related party of
                    or to any such person), (iii) the Company, or (iv) an
                    employee benefit plan (or related trust) sponsored or
                    maintained by the Company or the Successor Entity.

                    (2) Any "person" (as such term is used in Sections 13(d) and
                    14(d) of the Exchange Act) other than an Excluded Person
                    becomes the beneficial owner (as defined in Rule 13d-3 under
                    the Exchange Act), directly or indirectly, of securities of
                    the Company representing more than 50% of the combined
                    voting power of the Company's then outstanding securities
                    entitled to then vote generally in the election of directors
                    of the Company, other than as a result of (A) an acquisition
                    directly from the Company, (B) an acquisition by the
                    Company, (C) an acquisition by any employee benefit plan (or
                    related trust) sponsored or maintained by the Company or a
                    Successor Entity, or (D) an acquisition by any entity
                    pursuant to a transaction which is expressly excluded under
                    paragraph (1) above.

TERM                Your Option will expire no later than the close of business
                    at Company headquarters on the day before the tenth
                    anniversary (fifth anniversary for a 10% owner) of the Date
                    of Grant, as shown on the cover sheet. (It will expire
                    earlier if your employment by the Company and its
                    Subsidiaries terminates, as described below.)

REGULAR             If your employment with the Company and its Subsidiaries
TERMINATION         terminates for any reason except Cause, death or Disability,
                    your Option will expire at the close of business at Company
                    headquarters on the 30th day after your termination date.

CAUSE               If your employment with the Company and its Subsidiaries is
                    terminated for Cause, your Option shall immediately expire.

                    "Cause" means: (1) conviction of a felony involving moral
                    turpitude; (2) commission of any act of criminal fraud,
                    misappropriation of funds or embezzlement in connection with
                    your employment by the Company or a Subsidiary; or (3)
                    breach of any material provision of any employment agreement
                    between you and the Company or a Subsidiary.

DEATH               If your employment with the Company and its Subsidiaries
                    terminates because of your death, your Option will expire at
                    the close of business at Company headquarters on the date
                    six months after the date of death. During that six-month
                    period, your estate or heirs may exercise the vested portion
                    of your Option.


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DISABILITY          If your employment with the Company and its Subsidiaries
                    terminates because of your Disability, your Option will
                    expire at the close of business at Company headquarters on
                    the date six months after your termination date. (However,
                    if your Disability is not expected to result in death or
                    last for a continuous period of at least 12 months, your
                    Option will be eligible for ISO tax treatment only if it is
                    exercised within three months following the termination of
                    your employment with the Company and its Subsidiaries.)

                    "Disability" means that you are unable to engage in any
                    substantial gainful activity by reason of any medically
                    determinable physical or mental impairment.

LEAVES OF ABSENCE   For purposes of this Option, your employment does not
                    terminate when you go on a bona fide leave of absence that
                    was approved by the Company in writing, if the terms of the
                    leave provide for continued service crediting, or when
                    continued service crediting is required by applicable law.
                    The Company determines which leaves count for this purpose,
                    and when your employment terminates for all purposes under
                    the Plan.

NOTICE OF EXERCISE  When you wish to exercise this Option, you must notify the
                    Company by filing the proper "Notice of Exercise" form at
                    the address given on the form. Your Notice must specify how
                    many Shares you wish to purchase. Your Notice must also
                    specify how your Shares should be registered (for example,
                    in your name only or in your and your spouse's names as
                    community property or as joint tenants with right of
                    survivorship). The Notice will be effective when it is
                    received by the Company. If someone else wants to exercise
                    this Option after your death, that person must prove to the
                    Company's satisfaction that he or she is entitled to do so.

FORM OF PAYMENT     When you submit your Notice of Exercise, you must include
                    payment of the Exercise Price for the Shares you are
                    purchasing. Payment may be made in one (or a combination) of
                    the following forms:

                    - Your personal check, a cashier's check or a money order.

                    - Shares which have already been owned by you for more than
                      twelve months and which are surrendered to the Company.
                      The value of the Shares, determined as of the effective
                      date of the option exercise, will be applied to the
                      Exercise Price.

                    - To the extent that a public market for the Shares exists
                      as determined by the Company, by delivery (on a form
                      prescribed by the Committee) of an irrevocable direction
                      to a securities broker to sell Shares and to deliver all
                      or part of the sale proceeds to the Company in payment of
                      the aggregate Exercise Price.


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WITHHOLDING TAXES       You agree to make any arrangements required by the
                        Company to pay any withholding or other taxes that may
                        be due as a result of the Option exercise or the sale of
                        Shares acquired upon exercise of this Option.


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RESTRICTIONS ON                  By signing this Agreement, you agree not to
EXERCISE AND RESALE              exercise this Option or sell any Shares
                                 acquired upon exercise of this Option at a time
                                 when applicable laws, regulations or Company or
                                 underwriter trading policies prohibit exercise
                                 or sale. In connection with any underwritten
                                 public offering by the Company of its equity
                                 securities pursuant to an effective
                                 registration statement filed under the 1933
                                 Act, including the Company's initial public
                                 offering, you shall not exercise this Option
                                 nor sell, make any short sale of, loan,
                                 hypothecate, pledge, grant any option for the
                                 purchase of, or otherwise dispose or transfer
                                 for value or agree to engage in any of the
                                 foregoing transactions with respect to any
                                 shares without the prior written consent of the
                                 Company or its underwriters, for such period of
                                 time after the effective date of such
                                 registration statement as may be requested by
                                 the Company or such underwriters. In order to
                                 enforce the provisions of this paragraph, the
                                 Company may impose stop-transfer instructions
                                 with respect to the shares until the end of the
                                 applicable stand-off period. Such limitation on
                                 exercise shall not alter the vesting schedule
                                 set forth in this Agreement other than to limit
                                 the periods during which this Option shall be
                                 exercisable.

                                 If the sale of Shares under the Plan is not
                                 registered under the Securities Act of 1933,
                                 but an exemption is available which requires an
                                 investment or other representation, you shall
                                 represent and agree at the time of exercise
                                 that the Shares being acquired upon exercise of
                                 this Option are being acquired for investment,
                                 and not with a view to the sale or distribution
                                 thereof, and shall make such other
                                 representations as are deemed necessary or
                                 appropriate by the Company and its counsel.


THE COMPANY'S                    In the event that you propose to sell, pledge
RIGHT OF FIRST                   or otherwise transfer to a third party any
REFUSAL                          Shares acquired under this Agreement, or any
                                 interest in such Shares, the Company shall have
                                 the "Right of First Refusal" with respect to
                                 all (and not less than all) of such Shares. If
                                 you desire to transfer Shares acquired under
                                 this Agreement, you must give a written
                                 "Transfer Notice" to the Company describing
                                 fully the proposed transfer, including the
                                 number of Shares proposed to be transferred,
                                 the proposed transfer price and the name and
                                 address of the proposed transferee. The
                                 Transfer Notice shall be signed both by you and
                                 by the proposed transferee and must constitute
                                 a binding commitment of both parties to the
                                 transfer of the Shares. The Company shall have
                                 the right to purchase all, and not less than
                                 all, of the Shares on the terms described in
                                 the Transfer Notice (subject, however, to any
                                 change in such terms permitted in the next
                                 paragraph) by delivery of a Notice of Exercise
                                 of the Right of First Refusal within 30 days
                                 after the date when the Transfer Notice was
                                 received by the Company. The Company's rights
                                 under this Subsection shall be freely
                                 assignable, in whole or in part.

                                 If the Company fails to exercise its Right of
                                 First Refusal within 30 days after the date
                                 when it received the Transfer Notice, you


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                              may, not later than 90 days following receipt of
                              the Transfer Notice by the Company, conclude a
                              transfer of the Shares subject to the Transfer
                              Notice on the terms and conditions described in
                              the Transfer Notice. Any proposed transfer on
                              terms and conditions different from those
                              described in the Transfer Notice, as well as any
                              subsequent proposed transfer by you, shall again
                              be subject to the Right of First Refusal and shall
                              require compliance with the procedure described in
                              the paragraph above. If the Company exercises its
                              Right of First Refusal, the parties shall
                              consummate the sale of the Shares on the terms set
                              forth in the Transfer Notice within 60 days after
                              the date the Company received the Transfer Notice
                              (or within such longer period as may have been
                              specified in the Transfer Notice); provided,
                              however, that in the event the Transfer Notice
                              provided that payment for the Shares was to be
                              made in a form other than lawful money paid at the
                              time of transfer, the Company shall have the
                              option of paying for the Shares with lawful money
                              equal to the present value of the consideration
                              described in the Transfer Notice.

                              The Company's Right of First Refusal shall inure
                              to the benefit of its successors and assigns and
                              shall be binding upon any transferee of the
                              Shares.

                              The Company's Right of First Refusal shall
                              terminate in the event that Stock is listed or
                              traded on an established stock exchange.

TRANSFER OF OPTION            Prior to your death, only you may exercise this
                              Option. You cannot transfer or assign this Option.
                              For instance, you may not sell this Option or use
                              it as security for a loan. If you attempt to do
                              any of these things, this Option will immediately
                              become invalid. You may, however, dispose of this
                              Option in your will.

                              Regardless of any marital property settlement
                              agreement, the Company is not obligated to honor a
                              Notice of Exercise from your spouse or former
                              spouse, nor is the Company obligated to recognize
                              such individual's interest in your Option in any
                              other way.

RETENTION RIGHTS              This Agreement does not give you the right to be
                              retained by the Company (or any Subsidiaries) in
                              any capacity. The Company (or Subsidiary) reserves
                              the right to terminate your employment at any time
                              and for any reason.

SHAREHOLDER RIGHTS            You, or your estate or heirs, have no rights as a
                              shareholder of the Company until a certificate for
                              the Shares acquired upon exercise of this Option
                              has been issued. No adjustments are made for
                              dividends or other rights if the applicable record
                              date occurs before your stock certificate is
                              issued, except as described in the Plan.

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ADJUSTMENTS             In the event of a stock split, a stock dividend, a
                        subdivision of the outstanding stock, a combination or
                        consolidation of an the outstanding stock into a lesser
                        number of shares, a recapitalization, reclassification
                        or a similar change in the Company Stock, the number of
                        Shares covered by this Option and the Exercise Price per
                        share may be adjusted pursuant to the Plan. Your Option
                        shall be subject to the terms of the agreement of
                        merger, liquidation or reorganization in the event the
                        Company is subject to such corporate activity.

LEGENDS                 All certificates representing the Shares issued upon
                        exercise of this Option shall, where applicable, have
                        endorsed thereon the following legends:

                           THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER,
                           INCLUDING RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED
                           TRANSFER OF THE SHARES, SET FORTH IN AN AGREEMENT
                           BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS
                           OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH
                           AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
                           COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO
                           THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD
                           OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
                           ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
                           ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF
                           REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
                           PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF
                           THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
                           SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
                           QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS
                           IS NOT REQUIRED.

APPLICABLE LAW          This Agreement will be interpreted and enforced under
                        the laws of the State of California (without regard
                        to their choice of law provisions).

THE PLAN AND OTHER      The text of the Plan is incorporated in this Agreement
AGREEMENTS              by reference. Certain capitalized terms used in this
                        Agreement are defined in the Plan.

                        This Agreement and the Plan constitute the entire
                        understanding between you and the Company regarding this
                        Option. Any prior agreements, commitments or
                        negotiations concerning this Option are superseded.


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By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.





















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                       NOTICE OF EXERCISE OF STOCK OPTION



PeopleSupport, Inc.
Attn: Chief Financial Officer


     Re: Exercise of Stock Option to Purchase Shares of Company Stock


Ladies and Gentlemen:


     Pursuant to the Stock Option Agreement dated __________, 2002 (the "Stock
Option Agreement"), between PeopleSupport, Inc., a Delaware corporation (the
"Company"), and the undersigned, I hereby elect to purchase ___________ shares
of the common stock of the Company (the "Shares"), at the price of $_______per
Share. My check in the amount of $______________ is enclosed.

     The undersigned understands there may be tax consequences as a result of
the purchase or disposition of the Shares. The undersigned represents that
he/she has received and reviewed the Plan's federal income tax information and
consulted with any tax consultants he/she deems advisable in connection with the
purchase or disposition of the Shares and the undersigned is not relying on the
Company for any tax advice.

     The undersigned acknowledges that he/she has received, read and understood
the Stock Option Agreement and agrees to abide by and be bound by their terms
and conditions. The undersigned represents that the Shares are being acquired
solely for its own account and not as a nominee for any other party, or for
investment, and that the undersigned purchaser will not offer, sell or otherwise
dispose of any such Shares except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended, or any state securities
laws.


Dated:
       ----------------


                                              ---------------------------------
                                                         (Signature)

                                              ---------------------------------
                                                     (Please Print Name)

                                              ---------------------------------


                                              Social Security No.
                                                                  -------------

                                              ---------------------------------
                                                         (Full Address)



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