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                                                                  Exhibit 10.17

                              SERVICES AGREEMENT

This AGREEMENT is entered into as of May 1, 2003 by and between TEAM AMERICA,
INC., a company incorporated under the laws of Ohio, USA, with principal
business address at 130 E. Wilson Bridge Road, Worthington, Ohio 43085, USA
(the "Client"), and VSOURCE (MALAYSIA) SDN BHD, a company incorporated under
the laws of Malaysia, with principal business address at Level 12, Menara HLA,
No. 3 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia ("Vsource").

WHEREAS, the Client wishes to retain Vsource to provide certain services, and
Vsource wishes to provide such services to the Client.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:

1. Services. Vsource will provide those services as specified in Schedule A
   hereof (the "Services") to the Client in accordance with and subject to the
   terms and conditions of this Agreement.

2. Compensation.

   (a) As compensation for the Services, the Client will pay to Vsource the
       fees (the "Fees") set forth in Schedule B hereof. The Client shall
       reimburse Vsource for all reasonable expenses, including without
       limitation expenses for travel, accommodation and subsistence, incurred
       by Vsource and/or its sub-contractors (if any) in the course of
       providing the Services.

   (b) The Client acknowledges and agrees that the Fees in Schedule B do not
       include any Taxes (as defined below). "Taxes" shall mean taxes, charges,
       fees, levies or other assessments of any nature, including, without
       limitation, any consumption, sales, value added, use, excise,
       withholding, stamp or other taxes, customs, duties or landing fees or
       other government charges however designated, now or hereafter imposed,
       collected or assessed by, or payable to, any taxing authority of any
       country and shall include interest, penalties and additions imposed,
       collected or assessed or payable with respect to such amount. If the
       Client is or was required by law to make any deduction or withholding
       for Taxes or otherwise from any payment due under this Agreement to
       Vsource, then notwithstanding anything to the contrary in this
       Agreement, the gross amount payable by the Client to Vsource will be
       increased so that, after any such deduction or withholding, the net
       amount received by Vsource will not be less than the amount Vsource
       would have received had such deduction or withholding not been required.

   (c) Vsource will invoice the Client on a monthly basis for Fees incurred
       during the immediately preceding calendar month and reimbursement of
       expenses referred to in Section 2(a). Payment on each invoice is due
       within 30 days of the date of the invoice. Interest for late payment
       will accrue on overdue invoices at the rate of 1.5% per month from the
       due date until the date of payment (whether before or after judgment).
       Interest shall accrue notwithstanding termination of this Agreement or
       the provision of any Services hereunder. Unless otherwise agreed in
       Schedule B, Fees will be priced in US Dollars.

3. Service Quality; Cooperation of the Client.

   (a) Vsource shall use (and procure that its sub-contractors (if any) use)
       reasonable care and skill and shall perform the Services in a
       workmanlike manner in accordance with applicable professional standards.
       Vsource shall comply with all applicable laws, regulations and
       directions of competent authorities in the performance of its
       obligations under this Agreement.

   (b) Vsource shall ensure that all of the personnel assigned to the
       performance of its obligations under this Agreement (including the
       personnel provided by its sub-contractors (if any)) have all the
       requisite skill, experience, qualifications and knowledge necessary to
       perform the tasks assigned to them.

   (c) All deliverables with respect to the Services will be deemed to have
       been accepted by the Client when the acceptance criteria described in
       Schedule A, if any, have been met. Where no criteria are specified, such
       deliverables will be deemed to have been accepted upon delivery to the
       Client.

   (d) In performing its obligations under this Agreement, Vsource (and its
       sub-contractors, if any) will be entitled to rely upon any instructions,
       authorisations, approvals or other information provided to it by the
       Client and shall have no obligation to make any independent verification
       of the accuracy or completeness of any

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       such instructions, authorizations, approval or information. Unless
       Vsource knew of any error, incorrectness or inaccuracy in such
       instructions, authorisations, approvals or other information, Vsource
       will incur no liability or responsibility of any kind in relying on or
       complying with any such instructions or information.

   (e) The Client acknowledges that the support and co-operation of the Client
       and its affiliates is in the best interest of both the Client and
       Vsource so as to ensure efficient and effective delivery of the Services
       by Vsource. The Client therefore agrees to provide its, and shall
       procure that its affiliates provide their, full support and co-operation
       to Vsource, especially in ensuring that Vsource is able to gain access
       to key people and information.

4. Term and Termination.

   (a) The initial term of this Agreement will be as set forth in Schedule A
       (the "Initial Term") and thereafter will automatically renew for
       subsequent one year periods unless either party notifies the other party
       in writing at least 90 days prior to the expiration of the then-current
       term that it does not wish to renew the Agreement.

   (b) Either party may terminate this Agreement:

      (i) by delivering 90 days' written notice upon material breach of any of
          the terms of this Agreement by the other party and the failure of
          such other party to remedy the same within such 90-day period;

     (ii) immediately upon providing written notice if the other party has
          passed a resolution for its winding up, a court of competent
          jurisdiction has made an order for such other party's winding up or
          dissolution, a receiver has been appointed over the assets of such
          other party, such other party has made an arrangement or composition
          with its creditors generally or has made an application to a court of
          competent jurisdiction for protection from its creditors generally,
          or the other party is generally unable to meet its obligations as
          they become due; or

    (iii) for convenience at any time after the Initial Term by delivering 120
          days' written notice.

   (c) Without prejudice to its other remedies under this Agreement, and
       notwithstanding any provision in this Section 4 to the contrary, Vsource
       may terminate this Agreement or the provision of any Services hereunder
       immediately, if Vsource has given the Client 10 days written notice that
       all or any part of Fees, expenses or Taxes payable in accordance with
       Section 2 were not paid when due (except if payment was not made because
       of Vsource's breach of its obligations under this Agreement).

   (d) Upon termination of this Agreement, the Client shall promptly pay
       Vsource all accrued Fees and expenses incurred up through the effective
       date of termination.

   (e) The provisions of Sections 2 (with respect to accrued Fees, expenses and
       Taxes), 4(d), 5, 6, 7, 9(b), 13, 14, 18 and 19 shall survive any
       termination of this Agreement and shall continue in full force and
       effect.

5. Client Data.

   (a) The Client acknowledges that as a result of providing the Services,
       Vsource and its sub-contractors (if any) might collect, possess and have
       access to Personal Data (as defined below) relating to the Client, its
       affiliates, its customers and its and their directors, officers and
       employees. The parties agree that such Personal Data is confidential and
       will remain the property of the Client. Following expiration or
       termination of this Agreement for any reason, Vsource will, upon written
       request from the Client and at the Client's expense, return to the
       Client all such Personal Data in Vsource's possession. "Personal Data"
       means any information about a person that is subject to restrictions on
       public disclosure imposed by law or regulation or by contract.

   (b) The Client agrees that Vsource may use the Personal Data (i) as
       necessary in connection with the delivery and performance of the
       Services; (ii) as is required by law, including disclosing such Personal
       Data to governmental or regulatory authorities having jurisdiction over
       Vsource and/or its sub-contractors; and (iii) for any other purposes as
       may be agreed to by the parties.

   (c) The Client agrees that the Personal Data may be disclosed and
       transferred in Malaysia or in places outside Malaysia to Vsource's
       affiliates and sub-contractors and their respective agents and employees
       to use, disclose, hold, process, retain or transfer for the purposes
       listed in Section 5(b).

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   (d) Where the provision of the Services to the Client entails the collection
       by Vsource of Personal Data from the Client's customers, the Client
       hereby authorizes Vsource and its sub-contractors to obtain any consents
       from and provide any notices to such customers as may be required under
       any applicable laws or regulations. Where the provision of the Services
       to the Client requires or involves the transfer by the Client and/or its
       affiliates and sub-contractors to Vsource of, and the use by Vsource and
       its sub-contractors of, Personal Data, the Client hereby represents and
       warrants that such transfer and use is in compliance with all applicable
       laws and regulations, and the Client has obtained all consents,
       licenses, permits and authorisations necessary to permit such transfer
       and use.

6. Intellectual Property. Subject to any third party rights or restrictions and
   the other provisions of this Section 6, the Client will own all intellectual
   property rights relating to the deliverables that are (a) described in this
   Agreement or any Schedule thereto, (b) developed and delivered by Vsource
   and/or its sub-contractors hereunder and (c) paid for by the Client (the
   "Deliverables"). Each party will retain all intellectual property rights it
   possessed prior to the date of this Agreement. Notwithstanding anything to
   the contrary in this Agreement, Vsource (i) will retain all right, title and
   interest in and to all development tools, know-how, methodologies,
   processes, technologies or algorithms used in performing the Services and
   providing the Deliverables which are based on trade secrets or proprietary
   information of Vsource or its sub-contractors or are otherwise owned or
   licensed by Vsource or its sub-contractors, (ii) will be free to use the
   ideas, concepts and know-how which are developed in the course of performing
   the Services or providing the Deliverables and (iii) will retain ownership
   of any Code and Data (as defined below) that are used in producing the
   Deliverables and become embedded in the Deliverables; provided, that Vsource
   hereby grants to the Client a worldwide, non-exclusive, royalty-free,
   irrevocable license to use the Code and Data and any tools or
   functionalities not created by Vsource or its sub-contractors that are
   embedded in such Deliverables, to the extent that such Code and Data or
   tools or functionalities (x) are and remain embedded in the Deliverables and
   (y) are required for operation of the Deliverables or the Services. "Code
   and Data" means software, in object code form, and any data and/or tools
   created, acquired or licensed by or to Vsource either before or during the
   course of performing the Services for the Client, which is utilized by
   Vsource in performing the Services, is required for the operation and
   functioning of the Deliverables, and which is not specifically created,
   acquired or licensed by Vsource exclusively for the Client pursuant to the
   terms of this Agreement or a Schedule thereto.

7. Liability.

   (a) EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, VSOURCE DISCLAIMS
       ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
       IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
       PURPOSE.

   (b) The Client agrees with Vsource (contracting for itself, and as trustee
       for each of its directors, officers, employees, agents and
       sub-contractors from time to time) (Vsource and each of these persons
       being referred to as an "Indemnified Person") to indemnify each
       Indemnified Person against any third party losses, liabilities and costs
       incurred by such Indemnified Person arising as a result of or in
       connection with the Client's breach of this Agreement or the Client's
       negligent or willful act or omission.

   (c) Subject to Section 7(b), neither party to this Agreement will be liable
       to the other party, whether for negligence, breach of contract,
       misrepresentation or otherwise, for: (i) loss or damage incurred by the
       other party as a result of third party claims or (ii) any special,
       indirect, consequential or incidental damages, including without
       limitation, any lost profits, lost savings, lost business opportunity,
       downtime, lost or damaged files or data, or loss of goodwill, resulting
       from any cause whatsoever, including negligence or other torts, product
       defects or malfunctions or the breach of this Agreement, in either case
       regardless of the form of legal action and even if the other party has
       been notified of the possibility of such damages.

   (d) Vsource shall not be liable to the Client for any failure by Vsource to
       perform its obligations under this Agreement to the extent that such
       failure arises from or relates to: (i) any failure by the Client to
       perform its obligations under this Agreement or any other default or
       negligence by the Client or (ii) any event beyond the reasonable control
       of Vsource including, without limitation, strike, lock-out, labour
       dispute (but excluding strike, lock-out and labour dispute involving the
       employees of Vsource), act of God, war, riot, civil commotion, malicious
       damage (but excluding malicious damage involving the employees of
       Vsource), accident, fire, flood, earthquake, typhoon, hurricane, storm,
       power outage, telecommunication outage or degradation, or compliance
       with a law or governmental order, rule, regulation or direction.

   (e) Except as set out in this Agreement and any document referred to in this
       Agreement, all conditions, warranties and representations, expressed or
       implied by (i) statute, (ii) common law or (iii) otherwise, in relation
       to the Services are excluded.

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   (f) The entire liability of Vsource under or in connection with this
       Agreement whether for negligence, breach of contract, misrepresentation
       or otherwise (but excluding the categories of liability referred to in
       Section 7(f)) shall not in aggregate exceed an amount equal to twelve
       months' Fees actually paid by the Client to Vsource under this
       Agreement, regardless of the number or extent of claims made on the
       Client.

   (g) Nothing in this Agreement shall operate to exclude or restrict either
       party's liability for death or personal injury resulting from negligence
       or from fraud.

8. Covenants of Client. Client agrees to the following:

   (a) Any Affiliate of the Client for whom Vsource performs any of the
       Services, including any Affiliate with respect to which Vsource will
       perform Services relating to such Affiliate's employees, is hereby
       defined as a "Relevant Affiliate".

   (b) If any of the Services require Vsource to make payments to any persons
       on behalf of the Client or a Relevant Affiliate (each, a "Payee"),
       including employees of the Client or such Relevant Affiliate, the Client
       shall, and shall procure that each such Relevant Affiliate shall: (a)
       first obtain a signed authorization, in a form approved by Vsource, from
       each such Payee (a "Payee Authorization") authorizing the initiation of
       credits to such Payee's account and debit of such account to recover
       funds credited to such Payee's account in error and setting forth the
       bank account details, address or other relevant information of the Payee
       required by Vsource to make such payments (the "Payee Details"); (b)
       retain a copy of each Payee Authorization during the period such Payee
       Authorization is in effect and for two years thereafter; (c) promptly
       furnish a copy of any Payee Authorization to Vsource upon written
       request; (d) not, to the extent payment to a Payee is made by a check
       issued by Vsource (a "Vsource Check"), distribute such check to such
       Payee prior to the relevant pay date; and (e) cooperate with Vsource to
       recover funds erroneously included in any Vsource Check or credited to a
       Payee's account in error. The Client authorizes, and shall procure that
       each Relevant Affiliate authorizes, Vsource to rely on the Payee Details
       in making payments to a Payee and sending to such Payee any advice,
       acknowledgements and reports required in connection with the Services.
       If the Client or any Relevant Affiliate desires to stop payment on any
       Vsource Check, the Client or such Relevant Affiliate must provide
       Vsource with a written stop payment request in the form provided from
       time to time to the Client by Vsource. The Client shall not, and shall
       procure that the Relevant Affiliates shall not, request Vsource to stop
       payment on any Vsource Check that represents funds to which a Payee is
       rightfully entitled.

   (c) If any of the Services require funds of the Client or a Relevant
       Affiliate to either be remitted by the Client or such Relevant Affiliate
       to Vsource or debited by Vsource directly from a bank account of the
       Client or such Relevant Affiliate in order for Vsource to make payments
       to third parties on behalf of the Client or such Relevant Affiliate, the
       Client hereby:

      (i) authorizes, and shall procure that such Relevant Affiliate
          authorizes, Vsource to commingle such funds with other funds, whether
          of Vsource or other clients of Vsource, and all amounts earned on
          such funds while held by Vsource will be for the sole account of
          Vsource,

     (ii) represents and warrants, and shall procure that such Relevant
          Affiliate represents and warrants, that it has obtained all required
          authorizations and consents from the bank from which the Client's or
          the Relevant Affiliate's funds will be debited in order for Vsource
          to make such debits;

    (iii) undertakes, and shall procure that such Relevant Affiliate
          undertakes, to have sufficient funds in such account, within the
          deadline established by Vsource, to satisfy in full the payments due
          to such third parties, or in the case where the Client or such
          Relevant Affiliate will remit funds to Vsource, to remit to Vsource
          an amount sufficient to satisfy in full the payments due to such
          third parties;

     (iv) authorizes Vsource, and shall procure that such Relevant Affiliate
          authorizes Vsource, if the funds made available by the Client or such
          Relevant Affiliate to Vsource are in a currency different from the
          currency in which payment will be made to the third party, to convert
          at any time such funds into the appropriate currency of payment to
          the third party at such time and rate of exchange in accordance with
          Vsource's prevailing practice, and the Client or such Relevant
          Affiliate, as the case may be, shall bear all exchange risks, losses,
          commission and other bank charges which may thereby arise; and

      (v) represents and warrants, and shall procure that such Relevant
          Affiliate represents and warrants, to Vsource and any bank
          originating debit/credit instructions on behalf of Vsource (an
          "Originating Bank"), if applicable, that (i) each credit and debit to
          the account of a Payee is timely and has been authorized pursuant to
          a Payee Authorization signed by such Payee and held by the Client or
          such Relevant Affiliate, (ii) at the time any credit or debit is made
          with respect to a Payee, the Client and


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       such Relevant Affiliate has no actual knowledge of the revocation or
       termination of such Payee's Payee Authorization, and (iii) each debit
       from the account of a Payee is for a sum which is due and owing to the
       Client or such Relevant Affiliate, and the Client or such Relevant
       Affiliate has notified such Payee of such debit prior to its initiation.

   (d) If any of the Services require Vsource to debit funds from a Payee's
       account, the Client agrees that it shall be liable for any such debit
       initiated by Vsource and shall indemnify Vsource in full against any
       loss, liability, expenses or damage arising from: (a) any fraudulent or
       criminal acts of the Client's or any Relevant Affiliate's employees or
       agents or (b) any claim by such Payee or any other third party against
       Vsource in connection with such debit, unless such claim was the result
       of Vsource's gross negligence or willful misconduct.

   (e) The Services are designed to assist the Client and its Relevant
       Affiliates in complying with applicable laws and government regulations.
       Nevertheless, the Client acknowledges and agrees that it, and not
       Vsource, will be responsible for: (a) compliance by the Client and the
       Relevant Affiliates with all relevant laws and government regulations
       relating to the Client's and the Relevant Affiliates' business and (b)
       for any use the Client or any Relevant Affiliate may make of the
       Services to assist it in complying with such laws and government
       regulations. The Client will indemnify Vsource in full against any loss,
       liability, expenses or damage arising from the Client's or any Relevant
       Affiliate's breach of the foregoing obligations.

   (f) Vsource will take reasonable precautions to prevent the loss of or
       alteration to the Client's and the Relevant Affiliates' data files in
       Vsource's possession, but Vsource does not undertake to guarantee
       against any loss or alteration to such files. The Client acknowledges
       and agrees, and shall procure that each such Relevant Affiliate
       acknowledges and agrees, that Vsource is not and will not be the
       Client's or such Relevant Affiliate's official record keeper.
       Accordingly, the Client will, to the extent it deems necessary, keep or
       cause such Relevant Affiliates to keep copies of all source documents of
       the information delivered to Vsource.

   (g) Neither Vsource nor any Originating Bank shall be liable for any damages
       to the Client or any Relevant Affiliate arising from any decision to
       refrain from or delay issuing any credit or debit instructions with
       respect to, or a Vsource Check to, a third party if: (a) Vsource is
       unable, after reasonable efforts, to verify such debit or credit
       instructions in accordance with an agreed upon security procedure or (b)
       Vsource has not received timely funds from the Client or any Relevant
       Affiliate as required under Section 8(c) of this Agreement. The Client
       shall be, and shall procure that its Relevant Affiliates shall be, bound
       by any debit/credit instructions issued in respect of the Client or such
       Relevant Affiliate and received and verified by the Originating Bank in
       accordance with agreed upon security procedures, and neither Vsource nor
       such Originating Bank will be liable for any loss sustained from any
       instructions which are not authentic if such security procedures have
       been followed in good faith. The Client agrees, and shall procure that
       its Relevant Affiliates agree, that Vsource shall not be liable for any
       loss or damages arising from any act or omission of any clearing house,
       correspondent bank or agent required to be used to provide the Services
       under this Agreement.

   (h) If any of the Services provided under this Agreement are terminated by
       the Client, the Client shall immediately (a) become solely responsible
       for all of its third-party payment obligations covered by such Services
       then or thereafter due and (b) reimburse Vsource for all payments made
       by Vsource hereunder on the Client's or a Relevant Affiliate's behalf to
       any third party.

   (i) To the extent permitted by applicable law and in addition to any other
       remedy which Vsource may have, Vsource may at any time at its
       discretion, without prior notice to the Client or any Relevant
       Affiliate, deduct from, set-off, appropriate, combine, consolidate
       and/or apply any monies owing by Vsource to the Client or any Relevant
       Affiliate under this Agreement, in any currency, in or towards
       settlement or discharge of any sums payable or due to Vsource from the
       Client or such Relevant Affiliate under this Agreement. This Clause
       shall without limitation apply to any amount previously overpaid by
       Vsource to the Client or such Relevant Affiliate under this Agreement,
       any claim that Vsource may have against the Client or any Relevant
       Affiliate and all sums payable or due to Vsource from the Client or any
       Relevant Affiliate under this Agreement. Where any deduction, set-off,
       appropriation, combination, consolidation and/or application of monies
       under this Section 8(i) requires the conversion of one currency into
       another, Vsource shall be entitled to effect such conversion at such
       time and rate of exchange in accordance with its prevailing practice and
       the Client and its Relevant Affiliates shall bear all exchange risks,
       losses, commission and other bank charges which may thereby arise;
       provided, that Vsource acts in a reasonable and responsible manner.

   (j) Vsource shall not be liable for any loss arising from an error of
       judgment or mistake of law, by it or any officer or employee, made in
       the course of its performance of the Services unless such loss was the
       result of Vsource's gross negligence or willful misconduct. No provision
       of this Agreement shall require Vsource to do anything which may be
       illegal or contrary to applicable law or regulation or expend or risk

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       its own funds or otherwise incur any financial liability in the
       performance of its duties if it shall have grounds for believing that
       repayment of such funds or adequate indemnity against such risk or
       liability is not assured to it. Without prejudice to the generality of
       the foregoing, nothing contained in this Agreement shall impose any
       obligation on Vsource to borrow any moneys or to maintain, protect or
       preserve any moneys of the Client or any Relevant Affiliate.

   (k) The Client will use, and shall procure that its Relevant Affiliates will
       use, the Services in accordance with the instructions and reasonable
       policies established by Vsource from time to time and communicated to
       the Client. The Client will use, and shall procure that its Relevant
       Affiliates will use, the Services only for the internal business
       purposes of the Client or such Relevant Affiliates and will not provide,
       directly or indirectly, any of the Services or any portion thereof to
       any other person.

   (l) The Client acknowledges and agrees that any equipment to be used by the
       Client in order to accept any Service must be compatible with Vsource's
       required standards and must be approved by Vsource. Vsource shall not be
       liable to the Client for any breach by it or any Sub-contractor under
       this Agreement caused by failure of any of the Client's software or
       hardware.

   (m) The Client will promptly notify Vsource in writing of any changes in
       Client policies that affect the provision of the Services, such as the
       Client's expense claim policies or accounting policies, with sufficient
       detail to enable Vsource to reflect such changes in the Services. The
       Client and Vsource will mutually agree on the time schedule for when
       such changes need to be reflected in the Services.

   (n) To the extent that any codes or numbers used by the Client in connection
       with the Services are allocated to it by Vsource, then Vsource may
       change any such codes or numbers if a telecommunications carrier being
       used by Vsource in connection with the Services requires Vsource to
       change any of such codes or numbers.

9. Advance.

   (a) Upon execution of this Agreement, Vsource will advance the amount of
       US$500,000 (the "Advance Amount") to Client to assist Client with the
       working capital expenditures that Client will need to incur in order to
       meet its obligations during implementation of the Services.

   (b) If the Detailed Project Definition (as described in Schedule A) is not
       completed and mutually agreed upon by the parties on or prior to May 31,
       2003, then Client shall repay the Advance Amount in full on May 31,
       2003. If the Detailed Project Definition is successfully completed and
       mutually agreed upon by the parties on or prior to May 31, 2003, then
       the Advance Amount shall be repaid in 11 equal monthly installments
       starting on June 30, 2003. No interest shall accrue if the Advance
       Amount (or installment thereof, as the case may be) is repaid in full by
       the applicable due date(s), but any overdue unpaid amount shall accrue
       interest in accordance with Section 2(c) of this Agreement. Client
       agrees that its obligation to repay the Advance Amount ranks senior to
       all of its currently outstanding debt obligations, except any secured
       debt obligations and debt obligations which by their terms shall rank
       senior to any subsequently incurred debt obligation unless the lender
       thereunder agrees to either be pari passu or be subordinated to such
       subsequent debt obligation. Client further agrees that it shall not
       incur any debt obligation subsequent to the Advance Amount that is pari
       passu or senior to the Advance Amount, or pledge, place a lien on or
       otherwise encumber any of its assets, without the written consent of
       Vsource. For purposes of this Section 9(b), "debt obligation" means any
       debt incurred by Client and also includes any guarantee or surety
       provided by Client with respect to another party's, including an
       Affiliate's, debt obligations.

   (c) Client represents and warrants that it has all authorizations, consents
       and permits required for it to execute and deliver this Agreement and
       perform all of its obligations hereunder, and such execution, delivery
       and performance will not (i) contravene, conflict with, or constitute or
       result in a breach or violation of, or a default under any of its
       charter or constitution documents or any law, regulation or court order
       to which it or any of its subsidiaries is subject, or (ii) contravene,
       conflict with, or constitute or result in a breach or violation of, or a
       default under, or the acceleration of, or the triggering of any payment
       or other obligations (including the creation of a lien on any properties
       or assets owned or used by Client or any of its subsidiaries) pursuant
       to, any provision of any contract, indenture, mortgage, deed of trust,
       loan or credit agreement, note, lease or other agreement or instrument
       to which it or any of its subsidiaries is a party or by which it or its
       subsidiaries may be bound, or to which any of its or its subsidiaries'
       property or assets is subject.

10. Amendments; Waiver.


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   (a) No alteration, amendment, assignment or modification of any of the terms
       or provisions of this Agreement shall be valid unless made pursuant to
       an instrument in writing signed by each of the parties hereto; provided,
       that the waiver by a party hereto of compliance with the provisions
       hereof or of any breach or default by the other party hereto need be
       signed only by the party waiving such provision, breach or default.

   (b) Either party to this Agreement may request changes to the Services.
       Changes must be supported by sufficient details to enable the other
       party to assess the impact of the requested change on the cost,
       timetable or any other aspect of this Agreement. The parties agree to
       work together to consider, and if appropriate, agree on any such
       changes. Until a change is agreed in writing, the parties to this
       Agreement will continue to act in accordance with this Agreement.

   (c) No failure or delay on the part of any of the parties in exercising any
       right or power hereunder shall operate as a waiver thereof, nor shall
       any single or partial exercise of any such right or power preclude any
       other right or power.

11. Assignment. Neither party may assign this Agreement nor any of the rights
    or obligations hereunder without the prior written consent of the other,
    except that the rights and obligations of Vsource under this Agreement may
    be assigned or otherwise transferred to one of the affiliates of Vsource.
    Vsource shall provide to the Client prior written notice of any such
    assignment or transfer. This Agreement shall inure to the benefit of and be
    binding upon the parties hereto and their respective legal successors and
    permitted assigns.

12. Independent Contractor. Vsource will perform the Services as an independent
    contractor, and not as an employee, officer or agent of the Client or of
    its general partner. In addition, nothing in this Agreement will constitute
    the parties an association, joint venture or partnership.

13. Confidentiality. Each party hereto agrees that it, its employees, agents
    and sub-contractors will keep confidential and will not disclose or divulge
    the terms of the transactions contemplated by this Agreement and all
    information concerning the other party which such other party treats as
    confidential, including, but not limited to, Personal Data, proprietary
    intellectual property, information concerning customers, marketing plans,
    technical information, and possible new products or services; provided,
    however, that each party shall not be required to keep such information
    confidential (i) after such information otherwise becomes generally
    available to the public in the absence of a breach of this Agreement by the
    disclosing party, or (ii) if such information is required to be disclosed
    by law, rule, regulatory authority or stock exchange on request of any
    governmental body, court of law, regulatory authority or stock exchange.
    The parties acknowledge that monetary damages may not be a sufficient
    remedy for unauthorized disclosure of confidential information and a
    disclosing party of confidential information shall be entitled, without
    waiving any other rights or remedies, to such injunctive or equitable
    relief as may be deemed proper by a court of competent jurisdiction.

14. Publicity. The Client agrees that Vsource and its parent company may
    publicly refer to the Client, orally and in writing, as a customer and may
    use the Client's logo, trade name, trademark or service mark in connection
    therewith. Vsource agrees that the Client may publicly refer to Vsource,
    orally and in writing, as a vendor and may use Vsource's logo, trade name,
    trademark or service mark in connection therewith. Any other reference to
    the other party by either party, including any details of this Agreement or
    the Services, whether in the form of press release or otherwise, may be
    made only with such other party's prior written consent except as required
    by law, regulation or rules of the stock exchange on which a party's shares
    are listed.

15. Notices. All notices, requests and other communications hereunder must be
    in writing and will be deemed to have been duly given only if delivered
    personally or by facsimile transmission or mailed (prepaid first class
    certified mail, return receipt requested) to the parties at the following
    addresses or facsimile numbers:

If to Vsource, to:

Vsource (Malaysia) Sdn Bhd
No. 3 Jalan Kia Peng
50450 Kuala Lumpur
Malaysia
Attn: Chief Operating Officer
Telefacsimile No.: 60-3-7490-8000

If to the Client, to:
130 E. Wilson Bridge Road
Worthington, Ohio 43085

                                      7

<PAGE>

USA
Attn: CEO
Telefacsimile No.: 1-614-848-7639

   All such notices, requests and other communications will (i) if delivered
   personally against written receipt to the address as provided in this
   Section, be deemed given upon delivery, (ii) if delivered by facsimile
   transmission to the facsimile number as provided in this Section, be deemed
   given upon receipt or upon the next business day in Malaysia ("Business
   Day") if received after normal business hours or on a holiday, a Saturday or
   a Sunday, and (iii) if delivered by mail in the manner described above to
   the address as provided in this Section, be deemed given upon receipt (in
   each case regardless of whether such notice is received by any other person
   to whom a copy of such notice, request or other communication is to be
   delivered pursuant to this Section). Any party from time to time may change
   its address, facsimile number or other information for the purpose of
   notices to that party by giving notice specifying such change to the other
   party hereto.

16. Severability. If any provision of this Agreement is held to be invalid,
    illegal, unenforceable, in whole or in part, the remaining provisions shall
    be unimpaired, and the invalid, illegal or unenforceable provision shall be
    replaced by a mutually acceptable provision, which being valid, legal and
    enforceable, comes closest to the economic effect and intention of the
    parties hereto underlying the invalid, illegal or unenforceable provision.

17. Entire Agreement. This Agreement, together with the Schedules and any other
    attachments hereto, constitutes the entire Agreement between the parties
    hereto and supersedes all previous agreements, including, without
    limitation, promises, proposals, representations, understanding and
    negotiations, whether written or oral, between the parties respecting the
    subject matter hereof. Except as expressly provided in this Agreement, the
    rights and remedies contained in the Agreement are cumulative and not
    exclusive of rights or remedies provided by law.

18. Governing Law. This Agreement shall be governed by and interpreted in
    accordance with the laws of Hong Kong. Each party irrevocably submits to
    the non-exclusive jurisdiction of the courts of Hong Kong.

19. Non-solicitation. The Client agrees that it and its affiliates will not
    during the term of this Agreement, and for one year after the completion
    thereof, employ, solicit, entice away from Vsource or its affiliates any
    officer or employee thereof.

20. Counterparts. This Agreement may be executed in several counterparts, each
    of which shall be deemed to be an original, and all of which, when taken
    together, shall constitute one and the same instrument.

                                      8

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                           VSOURCE (MALAYSIA) SDN BHD


                                           By:        /s/  DENNIS M. SMITH
                                                  -----------------------------
                                           Name:  Dennis M. Smith
                                           Title: Vice Chairman and Chief
                                                    Financial Officer


                                           TEAM AMERICA, INC.


                                           By:       /s/  S. CASH NICKERSON
                                                  -----------------------------
                                           Name:  S. Cash Nickerson
                                           Title: Chief Executive Officer


                                      9

<PAGE>

                                  SCHEDULE A

                            DESCRIPTION OF SERVICES

Part I. Requested Services/Products:

Section 1 Description Of Services

Client operates primarily as a Professional Employer Organization ("PEO")
throughout the United States. Client, through its subsidiaries, provides
comprehensive human resource services, including payroll and payroll
administration, benefits administration, on-site and on-line employee and
employer communications, employment practices and human resource risk
management and workforce compliance administration. Client provides these
services by becoming co-employer of its clients employees. As of December 28,
2002, Client served approximately 1,500 clients and approximately 12,750
worksite employees. In addition, Client had 150 corporate employees located at
its headquarters in Worthington, Ohio and at its offices around the United
States.

Client has engaged Vsource to provide general outsourcing services to support
its PEO operations across the United States. Vsource will support Client from
its Shared Services Center in Kuala Lumpur, Malaysia, and will provide services
in the following functional areas:

  .   Payroll services
  .   Customer support
  .   IT hosting and maintenance
  .   Corporate financial services

1.1 Payroll services

Vsource will provide payroll services to all Client Work Site Employees (WSEs).
Key tasks will include the following:

  .   Payroll, Checks & Journals Processing
  .   Complete Employment Tax Processing, FIT, FICA, FUTA, SUTA, State & City
      Income Taxes
  .   W-2, W-4, W-5, & I-9 Processing
  .   Administration of Wage Garnishments & Tax Liens
  .   Payroll Record Storage
  .   All Required Payroll Reports

1.2 Customer Support Services

Client will migrate certain customer support functionality currently performed
by its Human Resources Associates (HRA) and Human Resources Consultant (HRC) to
Vsource's Shared Services Center in Kuala Lumpur, Malaysia.

Based on past indicators, Vsource expects that it will provide answers (both
inbound and outbound) to Client's customers as well as WSE in the areas of
payroll (80%) and benefits (20%). Vsource will also establish a knowledge
database to log, track, and analyze inquiries and their associated actions,
escalations, and resolutions.

1.3 IT Host And Maintenance

Vsource will provide hardware maintenance and support for Client's corporate
database (in Oracle) and core customer application, Team Direct. Vsource will
host a version of the application and database in its Shared Services Center in
Kuala Lumpur. Key tasks performed will include:

         .   Perform daily database backup and weekly system backup of Client
             data and files on the Oracle Servers. System backup includes
             operating system and applications.
         .   Perform network and security configuration and support within
             Vsource
         .   Provide patch management for operating system
         .   Replace faulty hardware components
         .   Provide database administration which includes monitoring,
             performance management and storage space management
         .   Schedule downtime for system maintenance

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<PAGE>

         .   Diagnose and attempt to resolve connectivity and system problems

1.4 Corporate Financial Services

Vsource will also perform certain Client's corporate finance functions as a
part of this outsourcing initiative, more specifically:

    1. General Ledger
    2. Fixed Asset
    3. Accounts Receivables
    4. Accounts Payables
    5. Reporting

Section 2 Assumptions

Vsource has based this scope of Services, and the pricing therefor, on the
following assumptions:

  .   Payroll services will be carried out at the back office level. Client and
      WSE "onboarding" will still be performed by Client staff in the region.

  .   HRC will still perform majority of the customer support function that
      require in-person presence as well as specific industry knowledge.
      Malaysia based Vsource agents will support Client clients and WSE's based
      on pre-defined FAQs and knowledge base. Non-standard inquiries will be
      escalated to the regional HRCs for resolution.

  .   While back office IT functions will be maintained in Vsource's Shared
      Services Center in Malaysia, client-facing functions such as corporate
      web pages and web-input forms will need to be hosted in the US to reduce
      overall latency and improve performance

Section 3 Project Schedule

           Phase 1: Detailed Project Definition    May 1-May 31
           Phase 2: Setup and system testing       June 1-July 31
           Live                                    August 1

Section 4 Initial Term

The initial term of this Agreement shall be two years from the date hereof.

                                      11

<PAGE>

                                  SCHEDULE B

                               SCHEDULE OF FEES

The minimum Fees for the Services shall be US$166,667 per month, payable
beginning on May 31, 2003. The Fees have been determined based on the nature
and size of Client's business, number of WSEs and number of corporate employees
as of December 28, 2002, as described in Client's Form 10-K for the year ended
December 28, 2002 (the "Variables"). During the Project Definition phase,
Vsource and Client will jointly quantify expected Service volume and develop
and agree upon a more complete recurring Fees structure based on Vsource
standard corporate pricing table. In the event that any of the Variables
increases, thereby requiring Vsource to perform a greater number of
transactions or provide a greater volume of the Services, such agreed-upon
pricing table shall go into effect and monthly Fees shall be increased in
accordance therewith.

Currently, Vsource utilizes the following methodology in determining overall
project pricing with consideration for volume:

  .   Payroll-based on number of pay-slips as well as initial setup charges
  .   Customer support: number of agents or number of inquiries plus relevant
      setup charges
  .   IT support: usually time and material or functionality based
  .   Corporate finance: transaction based plus all necessary setup charge

                                      12