<PAGE>

                                                                    EXHIBIT 10.5

                             MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the "MOA") is made and executed on this 15th day
of December 2003 in Makati City, Metro Manila, by and between;

AYALA LAND, INC. a corporation duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with offices at (for the
purposes of this MOA) the 28th Floor, Tower One and Exchange Plaza, Ayala
Triangle, Ayala Avenue, Makati City, Metro Manila, represented herein by its
Attorneys-in-Fact Francisco H. Licuanan III and Ma. Victoria E. Anonuevo
(hereinafter referred to as "ALI")

                                       and

PEOPLESUPPORT (PHILIPPINES) INC., a corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines, with offices
at 12th-14th Floors, Philamlife Tower, 8767 Paseo de Roxas, Makati City, Metro
Manila, represented herein by its President, Rainerio M. Borja (hereinafter
referred to as "PEOPLESUPPORT");

(ALI and PEOPLESUPPORT are hereinafter collectively referred to as the
"PARTIES".)

                                    RECITALS

ALI will be developing and constructing a five (5)-storey office building (the
"BUILDING") along Amorsolo Street, Legaspi Village, Makati City, Metro Manila,
specifically on the site delineated in ANNEX A hereof (the "SITE"). The Building
will be primarily intended for the operation of a call center and/or outsource
services business and will be planned to have approximately 15,805.5 square
meters of leasable office space, approximately 1,270 square meters of retail
space located at the ground floor of the Building, all with appurtenant parking
slots, and will be in accordance with the initial plans and specifications
agreed upon by the Parties and provided in ANNEX B, subject to such changes as
may be mutually agreed upon by the Parties.

PEOPLESUPPORT has offered to lease 15,102.50 square meters of leasable office
space (the "OFFICE SPACE") from ALI, together with 147 parking slots (the
"OFFICE PARKING SLOTS"), and ALI is willing to lease the Office Space and Office
Parking Slots to PEOPLESUPPORT, for the purpose of operating a call center
and/or to provide outsource services thereon 24 hours a day and 7 days a week
and for such other general office use as PEOPLESUPPORT may deem necessary.

For the purpose of providing for the commitments and undertakings of ALI and
PEOPLESUPPORT in connection with the development of the Building and prior to
the commencement of the lease, the Parties desire to execute this Memorandum of
Agreement to govern their relationship.

<PAGE>

                                                                          Page 2
                                     Memorandum of Agreement-PeopleSupport Lease

NOW THEREFORE, for and in consideration of the foregoing premises and of the
terms and conditions hereinafter set forth, the Parties hereby agree as follows:

                                    SECTION 1
                          DEVELOPMENT OF THE BUILDING

1.1      PLANS AND SPECIFICATIONS. ALI hereby undertakes to exert its best
         efforts to construct the Building in accordance with the plans and
         specifications provided in ANNEX B, and any amendments or revisions to
         the same as may be agreed upon by the Parties. PEOPLESUPPORT hereby
         acknowledges the acceptability of the specifications under ANNEX B for
         the operation of a call center and/or outsource services business to
         cater to the requirements of PEOPLESUPPORT. It is agreed, however, that
         any change in ANNEX B shall require the prior written consent of
         PEOPLESUPPORT; provided that, PEOPLESUPPORT undertakes not to withhold
         its consent to any such change in the event that such change in plans
         and specifications are necessary to conform to or address: (a) site
         conditions which could not have been reasonably determined at the time
         of preparations of the plans and specifications; (b) requirements of
         law and the applicable regulation or change in law; (c) restrictions
         and regulations promulgated by the Makati Commercial Estate
         Association, Inc. ("MACEA"); or (d) change in PEOPLESUPPORT's technical
         and building requirements; provided, further, that with respect to the
         foregoing clauses (a), (b), and (c), such change in the plans and
         specifications are not inconsistent with, or do not materially alter,
         the project brief and building design criteria agreed upon by the
         Parties. Any change in plans and specifications as agreed upon by the
         Parties shall form part of this MOA as an amendment to ANNEX B hereof.

         The Parties shall agree upon, finalize and sign off on the project
         brief, user's requirements and building design criteria as provided in
         Annex B not later than December 31, 2003. The Parties shall agree upon,
         finalize and sign off on the design development plans and
         specifications not later than February 15, 2004; provided that, such
         initial design development plans and specifications shall be submitted
         to PEOPLESUPPORT for approval not later than February 1, 2004.

         In order to ensure that the Building is built to specifications, the
         Parties shall meet periodically to assess the progress of the
         construction of the Building based on the milestones to be mutually
         agreed upon by the Parties. It is understood by the Parties that the
         milestones will be determined and agreed upon at a later time, which
         milestones, when agreed upon, shall be incorporated into and form part
         of this MOA. In addition, ALI agrees to meet with PEOPLESUPPORT at any
         reasonable time when so requested by the latter, for the purpose of
         assessing the progress of construction of the Building.

<PAGE>

                                                                          Page 3
                                     Memorandum of Agreement-PeopleSupport Lease

1.2      CONSTRUCTION AND DELIVERY. ALI shall exert its best efforts to commence
         construction of the Building not later than March 31, 2004. ALI shall
         also exert its best efforts to complete the construction of the
         Building by April 15, 2005 for the purpose of turning over possession
         of the entire Office Space to PEOPLESUPPORT not later than April 15,
         2005 to allow PEOPLESUPPORT to fit-out the Office Space; provided that,
         ALI shall exert its best efforts to turn over possession of that
         portion of the Office Space in the third floor of the Building to
         PEOPLESUPPORT not later than February 1, 2005, and to turn over
         possession of that portion of the Office Space on the ground, fourth
         and fifth floors of the Building not later than March 1, 2005 in order
         to allow PEOPLESUPPORT to start fitting-out the Office Space on said
         floors; ALI shall endeavor to complete and turn over the common areas
         of the Building simultaneous with, and to cause all life-support
         systems of the Building (including air-conditioning, elevator and
         elevator shaft) to be operational and in place not later than, the
         completion of the Building. It is agreed by the Parties that the
         effective turn over of the Office Space or any portion thereof shall be
         conditioned on the same being ready for fit-out by PEOPLESUPPORT as may
         be agreed upon by the Parties.

         The best efforts delivery by ALI of the Office Space, whether partially
         or entirely, as indicated above, shall, however, be subject to the
         execution by the Parties of a contract of lease, the form of which
         shall be agreed upon by the Parties on or before February 28, 2004, and
         which shall in all aspects be in conformity with the terms agreed to by
         the Parties together with such other changes as negotiated and further
         agreed upon by the Parties (the "CONTRACT OF LEASE") pursuant to
         Section 2.3 hereof. The Contract of Lease as agreed upon by the Parties
         shall likewise form part of this MOA.

         For the purpose of advising PEOPLESUPPORT of the date of completion of
         construction of the Building and/or of informing PEOPLESUPPORT that the
         Office Space (or any portion thereof) is ready for fit-out, ALI shall
         notify PEOPLESUPPORT in writing of the readiness of the Office Space
         (or any portion thereof) for delivery (the "NOTICE OF DELIVERY").

1.3      TENANT FIT-OUT PERIOD. PEOPLESUPPORT shall be entitled to a tenant
         fit-out period of six (6) months for that portion of the Office Space
         located on the third floor which shall be turned over by ALI to
         PEOPLESUPPORT earliest, commencing on the later of: (a) the signing of
         the Contract of Lease by the Parties; or (b) receipt by PEOPLESUPPORT
         of the first Notice of Delivery. PEOPLESUPPORT shall be entitled to a
         tenant fit-out period of five (5) months for the Office Space located
         on the other floors which shall be subsequently turned over by ALI to
         PEOPLESUPPORT commencing upon the receipt by PEOPLESUPPORT of the
         Notice of Delivery for the Office Space on said floors. It is agreed by
         the Parties that PEOPLESUPPORT shall not be liable to pay rent during
         the aforesaid tenant fit-out period; provided, that for the period
         commencing from the turn-over of possession of the portion of the
         Office Space in the third floor of the Building up to the date prior to
         the completion of the Building, PEOPLSUPPORT shall be liable to pay
         common area dues of [Php]58.00 per square meter per month based on the

<PAGE>

                                                                          Page 4
                                     Memorandum of Agreement-PeopleSupport Lease

         aggregate area of the Office Space actually turned over to
         PEOPLESUPPORT as of the relevant month.

         Upon turnover by ALI of the Office Space or any portion thereof, and
         during the tenant fit-out period prior to the completion of the
         Building: (a) ALI shall provide water and electric connection and other
         utility services sufficient to allow PEOPLESUPPORT to fit out that
         portion of the Office Space so turned over, and (b) ALI, its
         contractors and personnel shall be allowed access to the restrooms and
         other areas of the Office Space which have been turned over to
         PEOPLESUPPORT; provided, however, that ALI, its contractors, employees
         and agents shall not interfere with the fit-out of the Office Space
         subject to the further condition that the fit-out by PEOPLESUPPORT is
         in accordance with the approved fit-out plans. During the tenant
         fit-out period, PEOPLESUPPORT shall pay for the costs of electric power
         and water consumed by PEOPLESUPPORT and consumed in the Office Space or
         the portion thereof occupied by or turned over to PEOPLESUPPORT.

         Commencing on the date of completion of the Building and turnover of
         the Office Space for fit-out, until the Lease Commencement Date,
         PEOPLESUPPORT shall be liable to pay: (a) common area dues of
         [Php]68.00 per square meter per month; and (b) air-conditioning charges
         in the amount of [Php]98.00 per square meter per month, both based on
         the area occupied by the Office Space.

         Commencing on the date of completion of the Building and turn-over of
         the Leased Premises, PEOPLESUPPORT shall be responsible for the
         maintenance and cleaning of all the restrooms located in the ground,
         second, third, fourth and fifth floors of the Building, which are
         exclusively dedicated to the use of PEOPLESUPPORT, its employees,
         representatives, agents and guests. For this purpose, PEOPLESUPPORT
         shall require the regular cleaning thereof at least four (4) times for
         every regular eight (8) hour shifts; and shall maintain the finish of
         the walls, normal wear and tear excepted.

         At least thirty (30) days prior to the commencement of the fit-out of
         the Office Space or any portion thereof, PEOPLESUPPORT shall submit to
         ALI the architectural, engineering, conceptual plans and specifications
         for ALI's approval. PEOPLESUPPORT shall not make any alteration,
         addition or improvement within the Office Space, the Office Parking
         Slots, or in any of the common areas, without the prior written consent
         of ALI, and then subject to such reasonable terms and conditions as may
         be imposed by ALI. The review and approval by ALI of the fit-out plans
         and the architectural, engineering, conceptual plans and specifications
         shall not be unreasonably withheld or delayed. ALI shall complete the
         review of the architectural, engineering, conceptual plans and
         specifications within fifteen (15) days from PEOPLESUPPORT's submission
         thereof. The approval by ALI of such plans shall in no event relieve
         PEOPLESUPPORT from the responsibility of obtaining all the necessary
         permits and licenses or from paying the necessary taxes, insurance
         premium or fees as shall be necessary or appropriate in connection
         therewith. PEOPLESUPPORT shall give all the notices required and shall
         comply with all ordinances, rules and regulations issued by

<PAGE>

                                                                          Page 5
                                     Memorandum of Agreement-PeopleSupport Lease

         governmental agencies and public utility companies having jurisdiction
         over the same. For purposes hereof, PEOPLESUPPORT shall cause to be
         submitted to ALI the cash bond as required by Section 1.4 hereof prior
         to the start of the fit-out.

1.4      CONSTRUCTION BOND. Within seven (7) days prior to any construction,
         fit-out or renovation in the Office Space or any portion thereof,
         PEOPLESUPPORT shall cause its Contractor to submit a cash construction
         bond equivalent to one (1) month's rent in effect at the time the
         construction is to be undertaken by PEOPLESUPPORT's Contractor to
         answer and stand as security for the repair or reconstruction of any
         damage caused to the property of ALI or of any tenant or occupant in
         the Building arising out of or in connection with the fault or
         negligence of PEOPLESUPPORT's Contractor, suppliers or workers
         undertaking such construction, fit-out or renovation or the failure of
         PEOPLESUPPORT's Contractor to comply with the Construction Guidelines
         and House Rules, and all other reasonable requirements prescribed by
         ALI prior to the commencement of such construction, fit-out or
         renovation work for the performance of such construction, fit-out or
         renovation work. It is agreed by the Parties that the construction bond
         to be posted shall be proportional to the amount of space actually
         turned over and based on the amount of [Php]6,214,550.00 for the entire
         Office Space. Upon complete turn over of the entire Office Space, the
         value of the construction bond provided by PEOPLESUPPORT's Contractor
         should have been increased so as to amount to [Php]6,214,550.00.

         The construction bond shall be returned to PEOPLESUPPORT's Contractor
         without interest after the completion of the construction, fit-out or
         renovation work, less any construction-related charges, if any, due to
         ALI or any tenant or occupant of the Building, as proper, arising in
         connection with any damage caused by the fault or negligence of
         PEOPLESUPPORT's Contractor, suppliers or workers or its or their breach
         of the Construction Guidelines and House Rules, and all other written
         requirements prescribed by ALI, subject to PEOPLESUPPORT's Contractor's
         compliance with all the conditions specified for the return of the bond
         under the Construction Guidelines and House Rules.

1.5      NAME OF BUILDING. ALI shall grant PEOPLESUPPORT the naming rights to
         the Building; provided that, PEOPLESUPPORT shall inform ALI in writing
         of the name chosen for the Building at least 30 days prior to the use
         thereof by PEOPLESUPPORT; provided, further, that the naming rights
         shall revert to ALI: (1) upon the expiration of the Contract of Lease;
         or (2) in the event that PEOPLESUPPORT pre-terminates the lease for
         more than half of the Office Space, resulting in PEOPLESUPPORT leasing
         less than 7,902.75 square meters of office space. However,
         notwithstanding the loss of naming rights, PEOPLESUPPORT shall be
         entitled to put up signs that identify its offices in the Building,
         subject to compliance with the restrictions in Section 1.6 and the
         provisions of the Contract of Lease.

<PAGE>

                                                                          Page 6
                                     Memorandum of Agreement-PeopleSupport Lease

         During the construction of the Building, PEOPLESUPPORT shall be allowed
         to put up signs or paint the perimeter wall of the construction site
         with signs essentially stating "On this site will soon rise the
         PEOPLESUPPORT CENTER", and other relevant information like web site and
         mail addresses, subject to compliance with the restrictions in Section
         1.6 and such other reasonable requirements as may be imposed by ALI.

1.6      RESTRICTIONS. ALI warrants that, in the construction of the Building,
         it shall comply with all the requirements and restrictions as embodied
         in: (1) the Consolidated and Revised Deed Restrictions for Ayala North,
         Ayala South, Ayala Triangle, Roxas Triangle, Salcedo Village, Legazpi
         Village, Buendia Extension, Apartment Ridge (Ayala Avenue) and
         Apartment Ridge Extension (Makati Avenue), as may be amended from time
         to time; (2) Makati City Zoning Ordinance No. 2000-078, as may be
         amended from time to time; (3) Makati City Comprehensive Land Use Plan,
         as may be amended from time to time; and (4) the National Building Code
         of the Philippines, as the same may be amended from time to time.

         PEOPLESUPPORT warrants that it shall comply with the requirements and
         restrictions, relating to the use and operation of the Leased Premises,
         as embodied in: (1) the Consolidated and Revised Deed Restrictions for
         Ayala North, Ayala South, Ayala Triangle, Roxas Triangle, Salcedo
         Village, Legazpi Village, Buendia Extension, Apartment Ridge (Ayala
         Avenue) and Apartment Ridge Extension (Makati Avenue), as may be
         amended from time to time; (2) Makati City Zoning Ordinance No.
         2000-078, as may be amended from time to time; (3) Makati City
         Comprehensive Land Use Plan, as may be amended from time to time; and
         (4) the National Building Code of the Philippines, as the same may be
         amended from time to time.

                                    SECTION 2
                           LEASE OF THE OFFICE SPACE

2.1      LEASE TERM. The lease shall commence on August 1, 2005, unless another
         date is mutually agreed upon by the Parties, (the "LEASE COMMENCEMENT
         DATE"), and shall terminate on July 31, 2015, unless otherwise extended
         in accordance with Section 2.4 (the "LEASE TERM").

2.2      APPROVALS. Prior to February 1, 2005, ALI shall obtain the approvals
         for the accreditation by the Philippine Economic Zone Authority (PEZA)
         of the Building as an "information technology (IT) building".

2.3      CONTRACT OF LEASE. On or before January 15, 2005, ALI and PEOPLESUPPORT
         shall execute the Contract of Lease which shall include the following
         terms:

<PAGE>

                                                                          Page 7
                                     Memorandum of Agreement-PeopleSupport Lease

         (a)      The Lease Term shall be for a period of ten (10) years,
                  commencing on August 1, 2005, and ending on July 31, 2015,
                  unless otherwise extended by the Parties in accordance with
                  the principles and terms set forth in this MOA.

         (b)      PEOPLESUPPORT shall lease the Office Space, consisting of
                  15,102.50 square meters of leasable office space in the
                  Building, broken down as follows at the following monthly
                  rental rates for the first year of the Lease Term:

<TABLE>
<CAPTION>
                                                           Monthly lease rate
  Location                     Area                         per square meter
-------------------------------------------------------------------------------
<S>                   <C>                                  <C>
Ground Floor          1,157.00 square meters                 [Php] 550.00
 Third Floor          4,648.50 square meters                 [Php] 400.00
Fourth Floor          4,648.50 square meters                 [Php] 400.00
 Fifth Floor          4,648.50 square meters                 [Php] 400.00
</TABLE>

                  In consideration of its lease of the Office Space,
                  PEOPLESUPPORT shall pay a total monthly rental of
                  [Php]6,214,550.00 for the period from the Lease Commencement
                  up to the day prior to the first anniversary of the Lease
                  Commencement Date. The rent shall be liquidated and paid in
                  the manner provided in the Contract of Lease.

         (c)      The rental rate for the succeeding four (4) years shall be
                  increased at the following rates per annum over the
                  then-prevailing monthly rental rate:

<TABLE>
<CAPTION>
                         Period Covered                                 Rate Increase
-------------------------------------------------------------------------------------
                  From                              To
-------------------------------------------------------------------------------------
<S>       <C>                               <C>                         <C>
Year 2    First anniversary of the          Day prior to second                5%
          Lease Commencement Date           anniversary of the
                                            Lease Commencement Date

Year 3    Second anniversary of the         Day prior to third                 5%
          Lease Commencement Date           anniversary of the
                                            Lease Commencement Date

Year 4    Third anniversary of the          Day prior to fourth                9%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 5    Fourth anniversary of the         Day prior to fifth                 9%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date
</TABLE>

                  The monthly rent due for the year commencing on the fifth
                  anniversary of the Lease Commencement Date up to the day prior
                  to the sixth anniversary of the Lease Commencement Date shall
                  be computed as follows: (i) in the event that the then
                  prevailing monthly market rental rate (computed per square
                  meter) of office units at the Makati Stock Exchange Building
                  is higher than the then prevailing monthly rental rate
                  (computed per square meter) of the Office Space, the monthly
                  rent at year 6 shall be equal to the lower of: (1) the then

<PAGE>

                                                                          Page 8
                                     Memorandum of Agreement-PeopleSupport Lease

                  prevailing monthly market lease rate of office spaces at the
                  Makati Stock Exchange Building; or (2) the amount which is
                  equal to the then prevailing monthly lease rate for the Office
                  Space plus ten percent (10%) thereof; or (ii) in the event
                  that the then prevailing monthly market rental rate (computed
                  per square meter) of office units at the Makati Stock Exchange
                  Building is lower than the then prevailing monthly rental rate
                  (computed per square meter) of the Office Space, the monthly
                  rent shall be the higher of: (1) the then prevailing monthly
                  market lease rate of office spaces at the Makati Stock
                  Exchange Building; or (2) the amount which is equal to the
                  then prevailing lease rate for the Leased Premises less ten
                  percent (10%) thereof. For this purpose, not later than sixty
                  (60) days prior to the fifth anniversary of the Lease
                  Commencement Date, the Parties shall appoint a mutually
                  acceptable independent property consultant to determine the
                  prevailing market lease rate of office spaces at the Makati
                  Stock Exchange Building.

                  The monthly rental rate for the remainder of the Lease Term
                  shall be increased at the following rates per annum over the
                  then-prevailing monthly rental rate:

<TABLE>
<CAPTION>
                              Period Covered                               Rate Increase
----------------------------------------------------------------------------------------
                  From                                 To
----------------------------------------------------------------------------------------
<S>       <C>                               <C>                            <C>
Year 7    Sixth anniversary of the          Day prior to the seventh             5%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 8    Seventh anniversary of the        Day prior to the eight               5%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 9    Eighth anniversary of the         Day prior to the ninth               9%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 10   Ninth anniversary of the          Expiration of the Lease              9%
          Lease Commencement Date           Term
</TABLE>

         (d)      For the duration of the Lease Term, PEOPLESUPPORT shall be
                  allowed to utilize the ground floor lobby (with an area of
                  approximately 247.5 square meters) and the storage space at
                  the 2nd floor (with an area of approximately 168.91 square
                  meters), of the Building; provided, however, that in the event
                  of pre-termination by PEOPLESUPPORT of the lease of the Office
                  Space on the ground floor of the Building, PEOPLESUPPORT shall
                  no longer be allowed to utilize the ground floor lobby and the
                  storage space. No additional rent shall be chargeable for the
                  use of such space.

         (e)      For the duration of the Lease Term, PEOPLESUPPORT shall lease
                  the Office Parking Slots designated in Annex B (the Office
                  Space and the Office Parking Slots are collectively referred,
                  to as the "LEASED

<PAGE>

                                                                          Page 9
                                     Memorandum of Agreement-PeopleSupport Lease

                  PREMISES"). In consideration of its lease of the Office
                  Parking Slots, PEOPLESUPPORT shall pay a monthly rental of
                  [Php]1,900.00 for each parking slot per month, or an aggregate
                  amount of [Php]279,300.00 per month during the first year of
                  the Lease Term. The monthly rental for the Office Parking
                  Slots shall be paid and liquidated in the same manner as the
                  monthly rental for the Office Space as provided in the
                  Contract of Lease. The monthly rental rate herein stated shall
                  be subject to an annual escalation at the rate of 5%.

         (f)      Beginning on the Lease Commencement Date, and in addition to
                  the payment of rental and other amounts due under the Contract
                  of Lease, PEOPLESUPPORT shall pay to ALI on or before the date
                  specified in the statement of account, the monthly common area
                  charges, which shall be at a monthly rate based on the area of
                  the Office Space. The common area charges for the first year
                  of the Lease Term shall be [Php]68.00 per square meter of the
                  Office Space per month. The rate or the amount of common area
                  charges shall be increased annually at the rate of 9% per
                  annum over the current monthly rate of common area charges.

         (g)      Beginning on Lease Commencement Date, the LESSEE shall pay for
                  the cost of water consumption in the Leased Premises and in
                  the comfort rooms in the Building designated for the exclusive
                  use of PEOPLESUPPORT, its clients, guests, customers or
                  employees (i.e., the comfort rooms in the ground, second,
                  third, fourth and fifth floors) at a monthly rate per square
                  meter of the Leased Premises as provided in the Contract of
                  Lease.

         (h)      PEOPLESUPPORT shall pay and discharge all charges for
                  supplying electrical power to the Leased Premises at the same
                  rates charged by the Manila Electric Company to its
                  concessionaires (as may be adjusted from time to time) based
                  on the number of kilowatts consumed by the Leased Premises as
                  evidenced by the sub-meter separately provided by
                  PEOPLESUPPORT for electric consumption within the Leased
                  Premises. Billings for electric consumption shall be sent to
                  PEOPLESUPPORT on a monthly basis.

         (i)      PEOPLESUPPORT shall reimburse ALI for the actual out-of-pocket
                  cost of providing additional pest control services for the
                  Leased Premises when such services may be warranted in ALI's
                  opinion; provided, that the need for such additional pest
                  control services is not attributable to the acts or omissions
                  of persons other than PEOPLESUPPORT, its employees, agents,
                  representatives, customers, clients and guests

         (j)      PEOPLESUPPORT shall pay and discharge all charges for
                  supplying emergency power to the Leased Premises, the need for
                  which arises due to occurrences beyond ALI's control, at a
                  reasonable rate to be determined by ALI. Such rate may be
                  adjusted as and when the cost of diesel fuel increases.
                  Billings and all supporting records of

<PAGE>

                                                                         Page 10
                                     Memorandum of Agreement-PeopleSupport Lease

                  emergency power consumption shall be sent to PEOPLESUPPORT on
                  a monthly basis.

         (k)      PEOPLESUPPORT shall pay and discharge all deposits and charges
                  for telephone, facsimile, telecommunications and other public
                  services or utilities consumed or supplied to the Leased
                  Premises; provided that with respect to the public utilities
                  and services covered by the previous sections, the liability
                  of PEOPLESUPPORT with respect to the supply and consumption of
                  these services shall be respectively governed by these
                  sections or by the Contract of Lease.

         (l)      Beginning on Lease Commencement Date, PEOPLESUPPORT shall be
                  responsible for the maintenance and cleaning of all the
                  restrooms located in the ground, second, third, fourth, and
                  fifth floors of the Building, which are exclusively dedicated
                  to the use of PEOPLESUPPORT, its employees, representatives,
                  agents and guests. For this purpose, PEOPLESUPPORT shall
                  require the regular cleaning thereof at least four (4) times
                  for every regular eight (8) hour shifts; and shall maintain
                  the finish of the walls, normal wear and tear excepted.

         (m)      On or before the due dates specified in this MOA and in the
                  Contract of Lease, PEOPLESUPPORT shall pay advance rent in the
                  amount of [Php]18,643,650.00 for the Office Space and
                  [Php]837,900.00 for the Office Parking Slots for the first
                  year of the Lease Term. The amount of advance rental shall at
                  all times be maintained at an amount equivalent to three (3)
                  months' rent at the prevailing rates, and shall be increased
                  correspondingly as the rental rates increase. This payment
                  shall be applied against the rent due for the last three (3)
                  months of the Lease Term.

         (n)      On or before the due dates specified in this MOA and in the
                  Contract of Lease, PEOPLESUPPORT shall provide ALI with a
                  security deposit to be paid in cash or in check in an amount
                  equivalent to three (3) months' rental for the Leased Premises
                  to answer and stand as security for the proper and due
                  performance of all of PEOPLESUPPORT's obligations under the
                  Contract of Lease (the "SECURITY DEPOSIT"). The Security
                  Deposit shall be in the amount of [Php]18,643,650.00 for the
                  Office Space and [Php]837,900.00 for the Office Parking Slots
                  for the duration of the lease. The Security Deposit shall
                  remain fixed and shall not be subject to escalation for the
                  duration of the Lease Term.

                  The Security Deposit shall be returned to PEOPLESUPPORT,
                  without interest, within two (2) months from the date
                  PEOPLESUPPORT has completely and satisfactorily vacated and
                  delivered the Leased Premises to ALI, less whatever amounts
                  PEOPLESUPPORT may owe ALI or which ALI may apply against the
                  Security Deposit as provided under the Contract of Lease. ALI
                  shall, notwithstanding the return of the Leased Premises to
                  ALI by PEOPLESUPPORT, have the right to withhold any portion
                  of the Security Deposit until ALI shall have

<PAGE>

                                                                         Page 11
                                     Memorandum of Agreement-PeopleSupport Lease

                  received statements of account from utility companies
                  supplying telephone, water, electric power or public utility
                  services to the Leased Premises, covering the period ending on
                  the date PEOPLESUPPORT shall have completely vacated and
                  delivered the Leased Premises to ALI. The amount withheld
                  shall answer for the payment of such statements of account and
                  the balance thereof remaining with ALI, after such payment,
                  shall be returned to PEOPLESUPPORT without interest. Likewise,
                  should PEOPLESUPPORT have any other obligation which remains
                  due and unpaid under any other contract with ALI, ALI shall
                  have the right to apply the amount of these unpaid obligations
                  against the Security Deposit in settlement thereto upon the
                  termination of the lease.

                  The Security Deposit shall be forfeited in favor of ALI upon
                  the occurrence of the events enumerated in the Contract of
                  Lease for the forfeiture of the additional security.

         (o)      Beginning on the Lease Commencement Date, and in addition to
                  the payment of rental and other amounts due hereunder,
                  PEOPLESUPPORT shall pay to ALI the cost of providing
                  air-conditioning for the Office Space. The air-conditioning
                  charges shall be at a monthly rate per square meter of the
                  leasable area occupied by the Office Space. For the first year
                  of the lease, PEOPLESUPPORT shall be liable to pay
                  air-conditioning charges in the amount of [Php]98.00 per
                  square meter of the Office Space per month. The rate or the
                  amount of air-conditioning charges shall be increased
                  periodically by either (i) an increase in utility/service
                  charges imposed by the Manila Electric Company or any
                  successor company or service agency responsible for providing
                  or supplying the utility or service to the Leased Premises, or
                  (ii) annually at the rate of 5% per annum over the current
                  monthly rate of air-conditioning charges, whichever amount is
                  higher. It is agreed that ALI shall provide PEOPLESUPPORT with
                  the option to shut off the air-conditioning per floor
                  depending on the demands of PEOPLESUPPORT; provided that
                  PEOPLESUPPORT shall give prior notice to ALI of the need to
                  shut off the airconditioning.

                  The Office Space shall be supplied with air-conditioning 24
                  hours a day, seven (7) days a week with a maximum
                  air-conditioning system capacity of 940 tons of refrigeration;
                  provided that, in compliance with PEOPLESUPPORT's
                  requirements, the air-conditioning system shall be running at
                  79% capacity, which is equivalent to 743 tons of refrigeration
                  ("TR"), from 8 a.m. of any day to 6 p.m. of the same day.

         (p)      PEOPLESUPPORT may sub-lease all or any part of the Leased
                  Premises; provided that, prior to entering into any sub-lease
                  arrangement, PEOPLESUPPORT shall obtain ALI's prior written
                  consent, which consent shall not be unreasonably withheld or
                  delayed, for such sub-lessee and for the terms and conditions
                  for such sub-lease; provided further that, the contract of
                  sub-lease shall be subject to all

<PAGE>

                                                                         Page 12
                                     Memorandum of Agreement-PeopleSupport Lease

                  the terms and conditions of the Contract of Lease and
                  PEOPLESUPPORT shall remain responsible for complying with and
                  ensuring the sub-lessee's compliance with the terms of the
                  Contract of Lease. In no case shall the use or occupancy of
                  the Leased Premises or any area covered by the sub-lease
                  contract be contrary to the use and occupancy of the Leased
                  Premises as required by the Contract of Lease, nor shall any
                  undertaking of any sub-lessee under a sub-lease contract
                  impair or be detrimental to the exercise by ALI of any of its
                  rights under the Contract of Lease. ALI reserves the right to
                  determine the need to execute, and once such determination has
                  been made, PEOPLESUPPORT shall so ensure the execution of, a
                  tripartite agreement among ALI, PEOPLESUPPORT and the
                  sub-lessee under which the sub-lessee shall have direct rental
                  obligations to ALI. ALI shall also determine the direct rental
                  to be paid to ALI by a sub-lessee and shall have the option to
                  require that the rent due from the sub-lessee be based on the
                  same rates applied to PEOPLESUPPORT or be determined on the
                  same basis specified hereunder. PEOPLESUPPORT undertakes to
                  inform its sub-lessees of all terms and conditions of the
                  Contract of Lease, including the necessity of a tripartite
                  agreement if so required by ALI. All sub-lease contracts shall
                  contain a reference to and shall not be inconsistent with the
                  Contract of Lease. Moreover, PEOPLESUPPORT shall stipulate in
                  all of its sub-lease contracts the right of ALI to require
                  PEOPLESUPPORT to cancel the sub-lease and/or tripartite
                  agreement without need of any court action in the event of
                  breach of the terms and conditions of the sub-lease and
                  Contract of Lease.

                  PEOPLESUPPORT shall have the right to sub-lease any portion of
                  the Leased Premises to any of its affiliate companies without
                  need for obtaining ALI's written consent; provided that, prior
                  written notice is given to ALI of such sub-lease arrangement;
                  provided further that, all other terms and conditions as
                  provided in the immediately preceding paragraph shall apply to
                  the sub-lease to PEOPLESUPPORT's affiliate company.

                  In addition, PEOPLESUPPORT shall have the right to allow the
                  use, by any affiliate company of PEOPLESUPPORT, of the Leased
                  Premises without need for the Parties to enter into a
                  sub-lease arrangement; provided that, prior written notice is
                  given to ALI of such intent to allow use by PEOPLESUPPORT's
                  affiliate company.

                  For this purpose, "affiliate" means any corporation,
                  partnership or other form of association which is (i) owned or
                  Controlled, directly or indirectly, by PEOPLESUPPORT, or (ii)
                  directly or indirectly Controlling PEOPLESUPPORT, or (iii)
                  Controlled by or under Common Control, directly or indirectly,
                  with PEOPLESUPPORT. In turn, "Control" (including with
                  correlative meanings, the terms "Controlling", "Controlled by"
                  and "under Common Control") means the power to direct or cause
                  the direction of the management and policies of any
                  corporation, partnership or other form of association,

<PAGE>

                                                                         Page 13
                                     Memorandum of Agreement-PeopleSupport Lease

                  whether through the ownership of voting stock or by contract
                  or otherwise.

         (q)      The provisions of this MOA governing the option to extend the
                  Lease Term under Section 2.4 shall be adopted in the Contract
                  of Lease.

         (r)      In no event shall PEOPLESUPPORT pre-terminate the lease for
                  the period from the Lease Commencement Date up to the day
                  prior to the third anniversary of the Lease Commencement Date.

                  Commencing on the third anniversary of the Lease Commencement
                  Date, PEOPLESUPPORT may pre-terminate the lease subject to the
                  occurrence of all of the following conditions:

                           1.       PEOPLESUPPORT shall provide ALI a written
                                    notice of pre-termination at least nine (9)
                                    months prior to the effective date of
                                    termination;

                           2.       PEOPLESUPPORT shall be liable for a penalty
                                    in an amount equivalent to three (3) months'
                                    rent based on the prevailing rate;

                           3.       Prior to the pre-termination of the lease,
                                    PEOPLESUPPORT shall have vacated all of the
                                    other spaces leased by PEOPLESUPPORT in
                                    Metro Manila; and

                           4.       PEOPLESUPPORT shall not enter into any new
                                    leases in Metro Manila within a period of
                                    one (1) year after the effective date of
                                    pre-termination of the lease; provided
                                    that, PEOPLESUPPORT may only enter into a
                                    new lease in Metro Manila within the said
                                    period in the event that there is no
                                    available office space for lease in the
                                    Building.

                  Starting with the 6th year of the Lease Term, PEOPLESUPPORT
                  may pre-terminate the lease subject to the occurrence of all
                  of the following conditions:

                           1.       PEOPLESUPPORT shall provide ALI a written
                                    notice of pre-termination at least six (6)
                                    months prior to the effective date of
                                    termination; and

                           2.       PEOPLESUPPORT shall be liable for a penalty
                                    in an amount equivalent to three (3) months'
                                    rent based on the prevailing rate.

                  In the event that the Parties agree to an extension of the
                  lease term, PEOPLESUPPORT may pre-terminate the lease at any
                  time during the

<PAGE>

                                                                         Page 14
                                     Memorandum of Agreement-PeopleSupport Lease

                  extended Lease Term by providing ALI a written notice of
                  pre-teimination at least six (6) months prior to the effective
                  date of termination of the Contract of Lease. ALI shall
                  likewise have the right to pre-terminate the lease during the
                  extended Lease Term by providing PEOPLESUPPORT written notice
                  of pre-termination at least twenty four (24) months prior to
                  the effective date of termination, only on the following
                  grounds: (1) ALI shall decide to demolish the Building (or any
                  portion thereof) and establish a new structure on the Site, or
                  (2) ALI shall decide to sell the Site; provided that, in the
                  event that ALI shall have obtained a firm offer to buy the
                  Site from a third party, PEOPLESUPPORT shall be given the
                  right of first refusal on the same; provided further, that,
                  the terms of the right of first refusal shall be agreed upon
                  by the Parties. In the event that ALI is not able to sell the
                  Site before the effective date of termination of the Contract
                  of Lease, the Parties shall discuss and negotiate on the
                  possibility of extending the lease further on a year-to-year
                  basis, subject to the same terms and conditions as the
                  Contract of Lease.

                  In the event of pre-termination by PEOPLESUPPORT of the lease
                  over the Office Space or a portion thereof, ALI shall be free
                  to lease the Office Space or any portion thereof the lease of
                  which has been vacated by PEOPLESUPPORT to any prospective
                  tenant, provided however, that in the event that PEOPLESUPPORT
                  shall pre-terminate the lease over only a portion of the
                  Office Space, ALI shall not lease the portion vacated by
                  PEOPLESUPPORT to those enumerated in the list attached hereto
                  as ANNEX C while PEOPLESUPPORT continues to occupy any portion
                  of the Office Space as tenant. It is understood by the Parties
                  that the list in Annex C may be updated or amended by
                  PEOPLESUPPORT from time to time, by providing prior written
                  notice to ALI of any such update or amendment. In the event of
                  pre-termination by PEOPLESUPPORT of the Contract of Lease over
                  the entire Office Space, ALI shall be free to lease the Office
                  Space to any prospective tenant, without any prohibition.

         (s)      Notwithstanding the provision on pre-termination in Section
                  2.3(r) above, commencing on the third anniversary of the Lease
                  Commencement Date, in the event of a downturn in the operation
                  of PEOPLESUPPORT, it shall be entitled to partially reduce the
                  area of the Leased Premises by floors subject to the same
                  conditions as specified in Section 2.3 (r), second paragraph,
                  governing the pre-termination of the lease commencing from the
                  third anniversary of the Contract of Lease.

         (t)      If the Leased Premises are totally destroyed or rendered
                  totally unfit for the use intended by PEOPLESUPPORT, without
                  any fault or omission of PEOPLESUPPORT, then either Party
                  shall have the right to rescind this Contract of Lease by
                  written notice sent to the other parry without need of any
                  judicial action, and all deposits and rentals paid for the
                  unexpired portion of the lease shall be returned to
                  PEOPLESUPPORT within a reasonable period, without interest.

<PAGE>

                                                                         Page 15
                                     Memorandum of Agreement-PeopleSupport Lease

                  In the event of a partial destruction of the Leased Premises,
                  as mutually determined by the Parties, PEOPLESUPPORT may
                  choose between a proportional reduction of the rent and the
                  termination of the Contract of Lease.

                  It shall be the duty of ALI to repair at its expense, within a
                  reasonable time as agreed upon by the Parties, any damage to
                  the Leased Premises arising without the fault or omission of
                  PEOPLESUPPORT, and to render the same fit for the use intended
                  by PEOPLESUPPORT.

2.4      OPTION TO EXTEND LEASE TERM. At the beginning of the ninth year of the
         Lease Term, ALI shall inform PEOPLESUPPORT in writing of whether or not
         it shall grant PEOPLESUPPORT the option to extend the Lease Term for
         another period of five (5) years. In turn, if PEOPLESUPPORT is granted
         the option to extend the Lease Term, PEOPLESUPPORT shall inform ALI in
         writing not less than six (6) months before the end of the initial
         Lease Term whether or not PEOPLESUPPORT shall exercise its option to
         extend the Lease Term by another period of five (5) years; provided
         that, any extension of the Lease Term shall be under the same terms and
         conditions as the Contract of Lease.

         In the event that the Parties agree to extend the Lease Term for
         another period of five (5) years, the Parties shall conduct a rent
         review to determine the monthly rent due for the first year of the
         renewed term; provided that the rent due for the first year of the
         renewed term shall be based on the average prevailing market lease rate
         of comparable ALI-owned buildings in Makati (e.g. Makati Stock Exchange
         Building); provided further that any increase or decrease in the rent
         due for the first year of the renewed term shall not exceed 10% of the
         rent in the last year of the Lease Term; provided further that the
         rental rate for the next four years of the renewed term shall be
         increased at the following rates per annum over the then-prevailing
         monthly rental rate:

<TABLE>
<CAPTION>
                             Period Covered                              Rate Increase
--------------------------------------------------------------------------------------
                  From                              To
--------------------------------------------------------------------------------------
<S>       <C>                               <C>                          <C>
Year 12   Eleventh anniversary of the       Day prior to the twelfth           5%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 13   Twelfth anniversary of the        Day prior to the thirteenth        5%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 14   Thirteenth anniversary of the     Day prior to the fourteenth        9%
          Lease Commencement Date           anniversary of the Lease
                                            Commencement Date

Year 15   Fourteenth anniversary of the     Expiration of the Lease            9%
          Lease Commencement Date           Term
</TABLE>

<PAGE>

                                                                         Page 16
                                     Memorandum of Agreement-PeopleSupport Lease

         However, in the event that the monthly rent due for the last year of
         the Lease Term based on the escalation rates herein specified is higher
         by more than ten percent (10%) than the prevailing market monthly lease
         rate of comparable ALI-owned buildings in Makati (e.g. Makati Stock
         Exchange), as determined by an third-party property consultant
         acceptable to both Parties, then the monthly rental rates for the
         extended Lease Term shall be adjusted as follows:

<TABLE>
<CAPTION>
                             Period Covered                            Rate Adjustment
--------------------------------------------------------------------------------------
                  From                           To
--------------------------------------------------------------------------------------
<S>       <C>                            <C>                           <C>
Year 11   Tenth anniversary of the       Day prior to the                Decrease by
          Lease Commencement Date        eleventh anniversary of            10%
                                         the Lease Commencement
                                         Date

Year 12   Eleventh anniversary of the    Day prior to the                Decrease by
          Lease Commencement Date        twelfth anniversary of             5%
                                         the Lease Commencement Date

Year 13   Twelfth anniversary of the     Day prior to the                Increase by
          Lease Commencement Date        thirteenth anniversary             5%
                                         of the Lease Commencement
                                         Date

Year 14   Thirteenth anniversary of the  Day prior to the                Increase by
          Lease Commencement Date        fourteenth anniversary              9%
                                         of the Lease Commencement
                                         Date

Year 15   Fourteenth anniversary of      Expiration of the Lease         Increase by
          the Lease Commencement         Term                               9%
          Date
</TABLE>

2.5      PAYMENTS. PEOPLESUPPORT shall pay ALI the following amounts on the
         dates specified herein:

         (a)      The advance rent in an amount equivalent to three (3) months'
                  rent for both the Office Space and the Office Parking Slots,
                  based on the monthly rental rates prevailing for the first
                  year of the Lease Term, in the aggregate amounts of
                  [Php]18,643,650.00 for the Office Space and [Php]837,900.00
                  for the Office Parking Slots, shall be paid in three equal
                  installments as follows:

                  1.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid through a manager's check within seven (7) days
                           from the signing of this MOA;

                  2.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid upon the start of construction of the Building
                           which shall be the date of groundbreaking; provided
                           that ALI shall notify PEOPLESUPPORT in writing of the
                           date of

<PAGE>

                                                                         Page 17
                                     Memorandum of Agreement-PeopleSupport Lease

                           groundbreaking and the due date for payment of the
                           second installment on the advance rental; and

                  3.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid in September 2004 or six (6) months from the
                           start of construction, whichever is earlier; provided
                           that ALI shall notify PEOPLESUPPORT in writing of the
                           date on which the third installment on the advance
                           rental shall be due.

                  The aggregate amount of the foregoing payments shall be
                  applied as rent for the last three (3) months of the Lease
                  Term.

                  The amount of advance rental shall at all times be maintained
                  at an amount equivalent to three (3) months' rent at the
                  prevailing rates, and shall be increased correspondingly as
                  the rental rates increase.

         (b)      The Security Deposit in an amount equivalent to three (3)
                  months' rent for both the Office Space and the Office Parking
                  Slot, based on the monthly rental rates prevailing for the
                  first year of the Lease Term, in the aggregate amounts of
                  [Php]18,643,650.00 for the Office Space and [Php]837,900.00
                  for the Office Parking Slots, shall be paid in three (3) equal
                  installments as follows:

                  1.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid upon turn-over of possession of the Office Space
                           but in no case earlier than April 15, 2005;

                  2.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid on May 15, 2005; and

                  3.       [Php]6,214,550.00 for the Office Space and
                           [Php]279,300.00 for the Office Parking Slots shall be
                           paid on June 15, 2005.

                  The Security Deposit shall remain fixed and shall not be
                  subject to escalation for the duration of the Lease Term.

                                   SECTION 3
                                  TERMINATION

3.1      FAILURE TO COMPLETE CONSTRUCTION. In the event that ALI is unable to
         complete the construction of the Building and turn over the Office
         Space to PEOPLESUPPORT by April 15, 2005 due to causes directly
         attributable to ALI or its designated Contractor (which shall, for the
         avoidance of doubt, exclude events constituting force majeure, acts of
         government and other events occurring during construction which are
         beyond the control of ALI, or events not due to ALI's acts which cause
         the non-compliance by ALI of its undertakings), PEOPLESUPPORT shall
         have the right either to compel the

<PAGE>

                                                                         Page 18
                                     Memorandum of Agreement-PeopleSupport Lease

         performance by ALI to complete the construction of the Building or,
         upon prior written notice to ALI, rescind this MOA and the Contract Of
         Lease. In case of rescission of this MOA and the Contract of Lease to
         be entered into by the Parties, by PEOPLESUPPORT, ALI shall have the
         obligation to return to PEOPLESUPPORT any and all payments made by
         PEOPLESUPPORT to ALI as of the date of rescission, without interest.

         The foregoing paragraph and the right of PEOPLESUPPORT to rescind this
         MOA and the Contract of Lease due to ALI's failure to complete the
         construction of the Building by April 15, 2005 shall only apply when
         all of the following conditions are met: (1) the Parties have agreed
         upon, finalized and signed off on the project brief, user's
         requirements and building design criteria not later than December 31,
         2003; and (2) the Parties have agreed upon, finalized and signed off on
         the design development plans and specifications not later than February
         15, 2004.

         In the event that PEOPLESUPPORT shall exercise its right to compel the
         performance by ALI to complete the construction of the Building, the
         effectivity date of the lease and the Lease Commencement Date shall be
         deferred to a date agreed upon by the Parties.

         In addition to the foregoing rights of PEOPLESUPPORT to seek a
         rescission of the MOA and the Contract of Lease or to require specific
         performance by ALI to complete the construction of the Building,
         PEOPLESUPPORT shall be entitled to damages from ALI. It is agreed that
         the liability of ALI for damages shall be limited to the payment by ALI
         of the following amounts, at the option of ALI:

         (a)      The difference between the monthly rent agreed upon by the
                  Parties herein and the monthly rent actually paid by
                  PEOPLESUPPORT, both to be computed for the period commencing
                  on August 1, 2005 and ending on the date on which
                  PEOPLESUPPORT shall have completed the tenant fit-out on the
                  Office Space as provided in Section 1.3, subject to the
                  following conditions:

                  (i)      ALI shall only be liable for such rate differential
                           for a period not exceeding six (6) months;

                  (ii)     ALI shall only be liable for an amount not exceeding
                           [Php]4,637,290.50 per month; and

                  (iii)    In any event, ALI's liability shall be limited to
                           [Php]27,823,743.00.

         (b)      To provide PEOPLESUPPORT with office space in a building of
                  similar class to the Building, in a location within Makati
                  City, with an area as may be required by PEOPLESUPPORT at that
                  time, which PEOPLESUPPORT may lease temporarily, subject to
                  such terms and conditions as may be agreed upon by the
                  Parties, provided that, in no event shall ALI be liable to pay
                  or assume rent and other charges for such office space for
                  more than [Php]4,637,290.50 per month for a period

<PAGE>

                                                                         Page 19
                                     Memorandum of Agreement-PeopleSupport Lease

                  not exceeding six (6) months or a maximum total amount of
                  [Php]27,823,743.00.

                  In the event that ALI shall opt to provide PEOPLESUPPORT with
                  a substitute office space for temporary lease, the following
                  conditions shall apply:

                  (i)      The temporary office space shall have an area as may
                           be required by PEOPLESUPPORT at that time;

                  (ii)     PEOPLESUPPORT may lease and occupy the temporary
                  office space for the period commencing on August 1, 2005 and
                  ending on the date on which PEOPLESUPPORT shall have completed
                  the fit-out of the Office Space in the Building, as provided
                  in Section 1.3 hereof;

                  (iii)    ALI and PEOPLESUPPORT shall jointly execute a
                  contract of lease for the temporary lease of this office space
                  with the relevant lessor; and

                  (iv)     ALI's liability shall be limited to a maximum total
                           amount of [Php]27,823,743.00 or [Php]4,637,290.50 per
                           month for a period not exceeding six (6) months.

         At least six (6) months before February 1, 2005, ALI shall notify
         PEOPLESUPPORT in writing as to whether or not it shall be able to
         complete the construction of the Building by April 15, 2005.

         It is further agreed by the Parties that such limited liability shall
         only apply to instances of failure to deliver the Building or the
         Leased Premises that are not intentional. However, if it is proven that
         such failure to deliver is intentional, ALI shall be liable for all
         actual and consequent damages that PEOPLESUPPORT shall actually incur.

3.2      NON-COMPLIANCE WITH UNDERTAKINGS. The failure by PEOPLESUPPORT to
         perform any of its undertakings under this MOA (other than due to force
         majeure or events not due to PEOPLESUPPORT's acts or fault, or due to
         events beyond the control of PEOPLESUPPORT) ALI shall have the right,
         upon prior written notice to PEOPLESUPPORT, to rescind this Agreement.
         In case of rescission of this Agreement by ALI, ALI shall forfeit in
         its favor all payments made by PEOPLESUPPORT as of the date of
         rescission, including the advance rental and Security Deposit.

                                    SECTION 4
                            MISCELLANEOUS PROVISIONS

4.1      GOVERNING LAW AND VENUE OF SUIT. This MOA and the rights and
         obligations of the Parties shall be governed by and construed in
         accordance with the laws of the Republic of the Philippines. Any and
         all actions or suits

<PAGE>


                                                                         Page 20
                                     Memorandum of Agreement-PeopleSupport Lease

         in connection with or arising from this MOA shall be filed with or
         instituted in the proper court of Makati City, Metro Manila.

4.2      NOTICES. Notices to either Party shall be sent to the Party's address
         as provided in the recitals of this Memorandum of Agreement, and to the
         attention of the persons representing such Party in this Memorandum of
         Agreement.

IN WITNESS WHEREOF, the parties have signed these presents on the date and in
the place first above written.

                                AYALA LAND, INC.
                                       By:

/s/ FRANCISCO H. LICUANAN III               /s/ MA. VICTORIA E. ANONUEVO
------------------------------              ------------------------------------
FRANCISCO H. LICUANAN III                   MA. VICTORIA E. ANONUEVO
                                Attorneys-In-Fact

                        PEOPLESUPPORT (PHILIPPINES) INC.

                                       By:

                                           /s/ RAINERIO M. BORJA
                                           -------------------------------------
                                           RAINERIO M. BORJA
                                           President

                           SIGNED IN THE PRESENCE OF:

/s/ RAUL R. CORTEZ                         /s/ [ILLEGIBLE]
---------------------                      -------------------------------------

<PAGE>

                                                                         Page 21
                                     Memorandum of Agreement-PeopleSupport Lease

                                 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
MAKATI CITY, METRO MANILA  ) S.S.

         BEFORE ME, a Notary Public for and in the above jurisdiction, this ___
day of DEC 15 2003 personally appeared the following:

<TABLE>
<CAPTION>
         Name               Community Tax Cert. No.      Date/Place Issued
<S>                         <C>                          <C>
Ayala Land, Inc.                  69781                    1-9-03 / MAKATI CITY
represented by:
Francisco H. Licuanan III         14437931                 2-19-03 / MAKATI CITY
Ma. Victoria E. Anonuevo          12252715                 1-27-03 / MANILA


People Support (Phils.) Inc.
represented by:                14489061                    04-03-03 / MAKATI
Rainerio M. Borja
</TABLE>

known to me and by me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary
act and deed, as well as that of the corporations represented therein.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place above written.

Doc. No. 175;                                  /s/ YAZMIN M. FACTORAN - ESTRELLA
Page No. 36;                                       YAZMIN M. FACTORAN - ESTRELLA
Book No. II;                                              NOTARY PUBLIC
Series of 2003.                                       UNTIL DECEMBER 31, 2004
                                                          PTR # 7621351A
ALI Legal/CBG/CBG-PeopleSupport-MOA-ExecutionCopy       ISSUED JAN. 3, 2003
                                                      ISSUED AT MAKATI CITY
<PAGE>

                                                                         ANNEX A

                                 LOCATION PLAN

                                     [MAP]
<PAGE>
                                                                         ANNEX B
                                                                     Page 1 of 8

                            PLANS AND SPECIFICATIONS

                              [GROUND FLOOR PLAN]

GROUND FLOOR PLAN

<PAGE>

                                                                         ANNEX B
                                                                     Page 2 of 8

                            PLANS AND SPECIFICATIONS

                              [SECOND FLOOR PLAN]

SECOND FLOOR PLAN

<PAGE>

                                                                         ANNEX B
                                                                     Page 3 of 8

                            PLANS AND SPECIFICATIONS

                         [TYPICAL 3RD - 5TH FLOOR PLAN]

TYPICAL 3RD-5TH FLOOR PLAN

<PAGE>

                                                                         ANNEX B
                                                                     Page 4 of 8

                            PLANS AND SPECIFICATIONS

                                   [PICTURE]

PERSPECTIVE

<PAGE>

                                                                         ANNEX B
                                                                     PAGE 5 OF 8

                            PLANS AND SPECIFICATIONS

BUILDING SPECIFICATIONS

NUMBER OF FLOORS                  5 levels
FLOOR TO FLOOR HEIGHT             4.0 m for Ground Floor
                                  2.8 m for 2nd Floor
                                  3.4 m for 3rd, 4th, and 5th floors
GROSS LEASABLE AREA               17,075.5 sm
        OFFICE                    15,805.5 sm
        RETAIL                    1,270.0 sm
GROSS FLOOR PLATE                 5,006 sm
BUILDING EFFICIENCY               88%

AMENITIES                         Retail Establishments
                                  Provision for Executive Toilets/Tenant Pantry
                                  Administration Office
                                  CCTV Security System at Lobby

ARCHITECTURAL FINISHES

GROUND FLOOR                      EXTERIOR.

                                       - Clear tempered glass for ground floor
                                         doors and windows

                                  INTERIOR.

                                       - Gypsum ceiling boards with downlights
                                         for main lobby

                                       - Homogeneous Ceramic Tile flooring

TYPICAL FLOOR                     EXTERIOR.

                                       - Textured Paint on Concrete exterior
                                         finishes

                                       - 6mm thk tempered glass on Powder Coated
                                         Aluminum Frame Windows

                                  ELEVATOR LOBBIES.

                                       - Gypsum ceiling boards with downlights

                                       - Homogeneous ceramic Tile flooring

                                  TOILETS.
                                       - Painted Gypsum ceiling boards with
                                         downlights

                                       - Glazed ceramic Tiles on walls and
                                         unglazed ceramic Tiles on floors

                                       - Modular toilet partitions

                                       - Stone Counter top

<PAGE>

                                                                         ANNEX B
                                                                     PAGE 6 OF 8

                            PLANS AND SPECIFICATIONS

                                  STAIRS.

                                       - Plain cement concrete with non-slip
                                         nosing and painted G. I. handrail

 LEASABLE UNITS                   WALLS.

                                       - Plain Cement Finish/Gypsum Walls ready
                                         to receive paint

                                  FLOORS.
                                       - Straight to Finish Cement Flooring

                                  CEILINGS.

                                       - Off-form Concrete Finish

TELECOMMUNICATIONS                Telephone system with all data-grade category
                                  5e wiring and conduiting from main
                                  distribution frame to telephone terminal
                                  cabinets on each floor

                                  Chase and Telecom room provisions to allow for
                                  three lease line providers

                                  Telecommunication clean grounding

VERTICAL TRANSPORT                3 units elevator rated at 1,600 kg carrying
                                  capacity at 1.50 m/s

VENTILATION/                      Air-conditioned elevator lobbies, corridors,
AIRCONDITIONING                   admin offices, circulation areas

                                  Centralized cooling tower and packaged
                                  water-cooled units (pwcu) with main cooling
                                  duct connections provisions(1)

                                  460V power provision for air conditioning
                                  equipment

                                  Ventilation for common toilets, electrical
                                  rooms, Utility rooms, garbage rooms, storage
                                  rooms

                                  Main kitchen exhaust duct risers For Ground
                                  Floor Retail Spaces

                                  Fire smoke exhaust and stair pressurization
                                  systems

<PAGE>

                                                                         ANNEX B
                                                                     PAGE 7 OF 8

                            PLANS AND SPECIFICATIONS

FIRE PROTECTION/                  Automatic fire sprinkler system
LIFE SAFETY SYSTEM

                                  Wet and Dry standpipe system

                                  Fire storage tank of 90,000 gallons at the
                                  utility area

                                  Fire pumping system - fire and jockey pumps

                                  Portable fire extinguishers

 SECURITY SYSTEM                  CCTV security surveillance system

 SANITARY AND PLUMBING            MWSS Water source

                                  Water distribution - 70,000 gallon water tank
                                  and booster pumping system to distribute
                                  domestic water to all floors including cooling
                                  tower make-up water.

                                  Water sub-meters

                                  G.I. pipe, schedule 40, local cold water lines

                                  Storm drainage system - cast iron drains with
                                  brass strainers at roofs, decks, ledges and
                                  PVC downspouts channeled to concrete drain
                                  pipes for disposal to existing creek

                                  PVC sewer horizontal pipes and soil stacks

                                  sewage retention / holding tank of 105 cubic
                                  meter capacity

                                  Oil interceptor for genset and UPS rooms

                                  Central grease tank for ground floor
                                  restaurants

<PAGE>

                                                                         ANNEX B
                                                                     PAGE 8 OF 8

                            PLANS AND SPECIFICATIONS

ELECTRICAL                        2 units MECO 2 MVA(2) transformers

                                  Electrical radial distributions provided from
                                  electrical rooms

                                  100% demand power back-up power provided by 2
                                  units 1870 KVA water cooled diesel engine
                                  generators

                                  Lighting in elevator lobbies, admin offices,
                                  toilet corridors, circulation areas, exterior
                                  building areas

                                  Fire alarm system with addressable smoke and
                                  heat detection sensors connected to the smoke
                                  exhaust system

                                  Lightning protection system covering a radius
                                  of 50 meters around the office tower apex

                                  Grounding system available on each electrical
                                  room per floor. Separate clean grounding for
                                  telecommunications and computer systems

(1) PeopleSupport (Philippines) Inc. shall be responsible for the provision of
variable air volume (VAV) units, ductworks, and aircon booths for its Office
Space.

(2) For further verification.

<PAGE>

                                                                         ANNEX C
                                                                     PAGE 1 OF 2

                              MAJOR COMPETITORS OF
                        PEOPLESUPPORT (PHILIPPINES) INC.

1.  Acallade International

2.  Accord Customer Care Solutions

3.  Advanced Contact Solutions

4.  AIG BPO

5.  Ambergris Solutions

6.  AOL

7.  APAC

8.  Asian Call Centres

9.  BCD Pinpoint

10. CA Telemarketing

11. Call Asia

12. Client Logic

13. Contact World

14. ContactPoint Outbound Services, Inc.

15. Convergys

16. Customer Care Contact Center

17. Customer Contact Center

18. Cybercity Teleservices

19. Daksh

20. Easycall Communications Philippines

21. ENZI Corp

22. ePacific Global Contact Center

23. e-Performax

24. Epixstar

25. e-Telecare

26. Expercs Direct Communications

27. Galileo Asia

28. Global Technology Solutions

29. Globalstride

30. Harte-Hanks

31. ICT

32. Immequire Philippines

33. Incoho Philippines

34. INFOnxx

35. iPeople

36. iTouchPoint

37. Link2Support

38. Pacific Connexion

39. Parlance Systems

40. Pilipinas Teleserv

<PAGE>

                                                                         ANNEX C
                                                                     PAGE 2 OF 2

                              MAJOR COMPETITORS OF
                        PEOPLESUPPORT (PHILIPPINES) INC.

41. PRC

42. QInteraction

43. Reese Brothers

44. RMH

45. SC Reservations (Philippines), Inc.

46. Sitel

47. Six Continents

48. SMi Services (now SM e-Ventures)

49. Source One Asia

50. Stream

51. SVI Connect

52. Sykes Asia

53. Telephilippines

54. TeleTech

55. Vertex Solutions

56. Vision X Inc.

57. Vocativ Systems

58. West

59. Western Wats

60. ePLDT