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PEOPLESUPPORT                 CORPORATE HEADQUARTERS 1100 GLENDON AVE, 14  FLOOR
[ILLEGIBLE]                                        LOS ANGELES, CALIFORNIA 90024
                                                   T 310.824.6200 F 310.824.6299
           HEADQUARTERS   AMERICAS   EUROPE   ASIA         WWW.PEOPLESUPPORT.COM

                                                                    EXHIBIT 10.6

                                  May 20, 2002

Caroline Rook
1906 Canal Pointe
Little Rock, AR 72202

Dear Caroline:

It is my pleasure to offer you the position of Chief Financial Officer with
PEOPLESUPPORT, INC. ("the Company"), reporting to Lance Rosenzweig, CEO. Please
note that this offer letter is subject to final reference checking and approval
of the PeopleSupport Board of Directors. In the role of CFO you will be based in
Los Angeles and your primary responsibilities will include, but are not limited
to, all aspects of the management of the global financial function. We
anticipate occasional travel. This letter will confirm all terms of your offer
of employment with PeopleSupport. Such terms are as follows:

1. COMPENSATION: In consideration of your services, you will be paid a base
salary of $6,730.77 per pay period, (annualized salary of $175,000.00) payable
bi-weekly in accordance with the Company's standard payroll practices. You will
be eligible for future wage increases, at the discretion of the CEO. In addition
to your base salary, you will be included for full participation in the
Management Incentive Plan (MIP), which is currently being developed by the Board
of Directors. Please be advised, however, that because the MIP has not been
developed and/or approved by the Board of Directors and Shareholders of the
Company, the terms of the MIP are subject to change or may not be adopted at
all. I am also pleased to advise you that you will be given an allowance of up
to $10,000 for relocation expenses, to be reimbursed through standard expense
reporting procedures. In the event you voluntarily sever the employment
relationship within 12 months from your date of hire, the relocation
reimbursement is recoverable by the company at a pro-rated amount.

2. BENEFITS: You will be entitled to receive employee benefits made available by
the Company to similarly situated employees to the extent of your eligibility.
The details of our benefit program will be discussed in our Orientation
Program. Eligibility for health insurance benefits begins immediately from the
date of full time employment. As an executive of the Company, your medical and
dental benefit will be provided at no cost to you.

3. STOCK OPTIONS: The Company currently has a Stock Option Plan. Subject to
approval by the Board of Directors, you will be granted an option to purchase
250,000 shares of common stock of the Company. The Stock Option Agreement,
including the terms of

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vesting and exercising, will be sent to you separately. As an executive of the
Company, your stock option agreement will contain a change of control provision.

4. CHANGE OF CONTROL: If there is a Change in Control and your employment is
terminated without Cause in connection with or within six months after the
Change in Control, the Company will provide you with six (6) months base salary
continuation, payable bi-weekly in accordance with the Company's standard
payroll practices.

"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 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, 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
             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 the Change of Control (or an affiliate, suceessor, heir,
             descendant or related party of or to any such person), (iii) the
             Company, or (iv) an employee

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             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.

             "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.

5. CONFIDENTIAL INFORMATION: You agree that you will execute the Company's
Proprietary Information and Inventions Agreement, which is enclosed. You further
agree that, at all times during the term of your employment and thereafter, you
will abide by the terms of that agreement.

6. TERM OF EMPLOYMENT: PeopleSupport is an "at-will employer. That means that
both employees and the Company have the right to terminate employment at any
time, with or without advance notice, and with or without cause. Employees also
may be demoted or disciplined and the terms of their employment may be altered
at any time, with or without cause, at the discretion of the Company. No one
other than an officer of the Company has the authority to alter this
arrangement, to enter into an agreement for employment for a specified period of
time, or to make any agreement contrary to this, policy and any such agreement
must be in writing and must be signed by an officer of the Company and by the
affected employee. You acknowledge that your employment with the Company is for
an unspecified duration that constitutes at-will employment, and that either you
or the Company can terminate this relationship at any time, with or without
cause.

7. ELIGIBILITY TO WORK: This offer is contingent upon: Your ability to show
proof of your identity and legal right to work in the United States as required
by the U.S. Immigration and Naturalization Service (INS). Therefore, on your
first day of employment you will be asked to provide proof of your identity as
well as your legal right to work in the United

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States. In most cases, a United States Passport or a driver's license showing a
photo of yourself, and a Social Security Card (which does not restrict your
employment) will satisfy the INS regulations. In addition, your social
security card will be required in order to add you to our payroll system. PLEASE
BRING THIS IDENTIFICATION WITH YOU ON YOUR FIRST DAY OF EMPLOYMENT.

This offer letter and the agreements it references set forth the entire
understanding between you and PeopleSupport. By your signature below you
acknowledge that there are no oral or written agreements, obligations or
representations, express or implied, relating in any way to your employment with
PeopleSupport, including your compensation by PeopleSupport and/or termination
of employment with PeopleSupport, except as set forth in this offer letter and
the agreements it references.

PeopleSupport is an organization that is building an outstanding reputation for
exciting, innovative, unified customer care. Credit for this goes to every one
of our employees. We look forward to you accepting our offer and becoming part
of the PeopleSupport team. Please acknowledge and confirm your acceptance of
this offer by May 24, 2002 at which point the offer will expire. You can accept
by signing and returning this letter and the enclosed Proprietary Information
and Inventions Agreement. A copy of this letter has been provided for your
records. If you have any questions about this offer letter, please call me at
310 824-6022 or Patti Sarro, VP of Global Human Resources, at 310 824-6205.

Sincerely yours,

PEOPLESUPPORT, INC.

/s/ Lance Rosenzweig
--------------------------
Lance Rosenzweig
Chief Executive Officer

Acceptance:

I accept the terms of my employment with the Company as set forth herein. I
understand that this offer letter does not constitute a contract of employment
for any specified period

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of time, and that my employment relationship may be terminated by either party,
with or without notice and with or without cause.

Signature:                      /s/ Caroline Rook
                                ----------------------------------
                                Caroline Rook

Signature Date:                              5/22/2002

Anticipated Start Date:                      No later than 6-17-02 CR as
                                             discovered with Lance Rosenzweig
                                             on 5/21/2002

Enclosures: Copy of offer letter
            Proprietary Information and Inventions Agreement

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