<PAGE>


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into this 29th day of December, 1999, by and
between Webhelp.com., Inc. a Delaware corporation with its primary offices at
One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company), and
Hugh Cumming, an individual residing in Ontario, Canada (the "Employee").

1.       EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Technology Officer until
the termination of his employment pursuant to Section 3 hereof. Employee will
faithfully, fully, and to the best of his ability, experience and talent perform
and render such services and perform such duties for Company as Chief Technology
Officer as the Chief Executive Officer of the Company shall direct. Employee
will devote his full business time, attention, knowledge and skill solely to the
business of the Company and will not engage in any other business activities for
compensation or profit.

2.       COMPENSATION (US Dollars)

     2.1. As compensation for the performance of his duties, Employee will
          receive a salary at an annual rate of $170,000 payable in accordance
          with the Company's normal pay practices for a salaried employee.

     2.2. Employee shall receive an annual guaranteed bonus of $30,000, payable
          at the rate of $2,500 per month. Such amount shall be payable monthly
          on the Company's first normal pay date of each month, the first month
          of employment, and shall continue so long as the Employee remains
          employed hereunder.

     2.3. Employee shall be eligible for an incentive performance bonus for each
          calendar year of his employment, with such bonus for 1999, if any,
          prorated to reflect the number of days Employee is employed during
          such year.

     2.4. Employee will be entitled to participate in all fringe benefit
          programs now or hereafter made available to other salaried employees
          of the Company. A summary of benefits currently in effect is attached
          or has been previously provided to Employee. Employee shall be
          entitled to up to four (4) weeks of paid vacation per year.

     2.5. Company will reimburse Employee for all travel and business expenses
          incurred by him which are reasonable and necessary for carrying on the
          business of the Company. Expenses will be reimbursed after
          presentation by Employee of an itemized account of such expenses in
          form and substance satisfactory to the Company, and Company's
          determination that such expenditures were reasonable, ordinary and
          necessary.

3.  TERMINATION BY COMPANY OR BY EMPLOYEE

     3.1. Company may terminate Employee's employment at any time, with or
          without cause. If Employee is terminated by Company other than for
          "Cause" (as


<PAGE>
                                                                               2


          defined hereinafter), he shall be entitled to receive salary
          continuously for the lesser of twelve (12) months or until he is
          gainfully employed.

     3.2. For purposes of this Agreement, termination for "Cause" (as defined
          hereinafter) is defined as (i) willful and continued failure by
          Employee to perform his duties as Chief Technology Officer of the
          Company; (ii) gross misconduct of Employee which is injurious to the
          Company; (iii) a material breach by the Employee of his obligations
          under Section 4 of this Agreement which is reasonably believed by the
          Company to have caused, or to be likely to cause, material harm to the
          Company, or (iv) conviction of felony. Each of 3.2 (i) and (ii) shall
          be deemed to exist provided the Company has provided written notice to
          the Employee setting forth the perceived performance deficiencies and
          the steps needed to remedy those deficiencies and the Employee has
          failed to take immediate steps to remedy such deficiencies. If the
          Employee is terminated for Cause, no further salary, bonus, incentive
          performance bonus, or other compensation will be payable under this
          Agreement except for any amount of base salary and bonus which has
          accrued but not been paid prior to the date of termination. 3.3.
          Employee may terminate his employment at any time with or without
          "Good Reason" as defined in Section 3.4. If the Employee terminates
          other than for "Good Reason," no further salary, bonus, incentive
          performance bonus, or other compensation will be payable under this
          Agreement except for any amount of base salary and bonus which has
          accrued but not been paid prior to the date of termination.

     3.4. For purposes of this Agreement, termination for "Good Reason" is
          defined as (i) assignment to the Employee of demonstrably onerous or
          significantly demeaning on-going duties inconsistent with his status
          as Chief Technology Officer; or (ii) reduction in his total
          compensation below the amounts required by Section 2.1 and 2.2. If the
          Employee resigns for Good Reason, he shall be entitled to receive
          salary continuation as provided in Section 3.6.

     3.5. The Employee's employment shall be automatically terminated upon the
          occurrence of either of the following events: (i) death of the
          Employee, and (ii) disability of the Employee, as defined in the long
          term disability policy carried by the Company for the Employee, or if
          no such policy exists, disability which causes the Employee to be
          unable to satisfactorily perform his job duties for a period of twelve
          (12) consecutive months as reasonably determined by the Company in its
          discretion. In such cases, no further salary, bonus or other
          compensation will be payable under this Agreement except for any
          amount of base salary and bonus which has accrued but not been paid
          prior to the date of the termination.

     3.6. If the Employee is terminated by the Company other than for Cause or
          if the Employee resigns for Good Reason for the lesser of a period of
          twelve (12) months from the date his employment terminates or until he
          is gainfully employed, the Employee shall receive continuation of his
          annual base salary then in effect, together with the continuation of
          life and health insurance benefits then in effect; provided, however,
          that any benefit payable hereunder shall terminate on the date the
          Employee violates any of the covenants under Section 4 hereof. In the
          event the Company is unable to continue the Employee's participation
          in any such insurance program after the date of such termination or
          resignation, the


<PAGE>
                                                                               3


          Company shall provide substantially equivalent insurance benefits or
          reimburse the Employee for the cost of acquiring substantially
          equivalent benefits.

4.   COVENANTS BY EMPLOYEE

     4.1. Definitions: As used in this Agreement, the following terms shall have
          the following meanings:

          4.1.1. "Confidential Information" includes trade secrets and all other
               information disclosed to or known by the Employee as a result of
               or through the Employee's employment by the Company, including
               information about the Company's processes, services or products,
               including all information related to research, development,
               inventions, production, purchasing, accounting, finances,
               engineering, marketing, merchandising, and customers' names and
               accounts but excluding general knowledge in the industry in which
               the Company is engaged.

          4.1.2. "Inventions" includes any discoveries concepts and ideas
               regardless of patentability, including but not limited to
               processes, methods, computer programs and techniques, as well as
               improvements thereof, concerning any activity of the Company that
               the Employee may become acquainted with as a result of employment
               by the Company.

     4.2. Other than as stipulated in Exhibit A, the Employee expressly agrees
          that, except as required in his duty to the Company, he will not at
          any time, in any fashion, either directly or indirectly, use, divulge,
          disseminate, disclose, lecture upon, publish articles concerning or
          communicate to any person, firm or corporation in any manner
          whatsoever any Confidential Information, without the prior express
          approval from the Company. The parties hereby stipulate that as
          between them, all Confidential Information is important, material and
          confidential and the disclosure of such Confidential Information
          materially adversely affects the effective and successful conduct of
          business by the Company and its goodwill, and that any breach of the
          terms of this paragraph is a material breach thereof. The Employee
          agrees to sign any secrecy or nondisclosure agreement required by a
          customer of the Company as a condition of doing business with the
          Company, and to provide the Company with a signed copy of said
          agreement. Upon termination of his employment with the Company, the
          Employee shall leave with the Company all documents, records,
          notebooks and other repositories containing Confidential Information,
          including any and all copies thereof then in the Employee's possession
          whether prepared by him or others.

     4.3. Other than as stipulated in Exhibit A, the Employee agrees not to
          assert any rights to, and expressly assigns to the Company as the
          Company's exclusive property, all ideas, innovations, discoveries,
          improvements, Inventions, trademarks, computer programs and/or systems
          and other developments or improvements conceived by the Employee,
          alone or with others, during the term of his employment, whether or
          not during working hours, that are within the scope of the Company's
          business operations or that relate to any work or projects of the
          Company. The Employee agrees to assist the Company, at the Company's
          expense, to obtain patents or copyrights on any protectable ideas and
          Inventions, to obtain trademarks, to exploit other developments and to
          execute all documents


<PAGE>
                                                                               4


          necessary to obtain such patents, copyrights, trademarks, or other
          developments in the name of the Company.

     4.4. The Employee agrees that during the term of this Agreement and for a
          period of one (1) year after the expiration of this Agreement or
          termination of his employment with the Company, without the prior
          written consent of the Company (which consent will not be unreasonably
          withheld), he will not directly or indirectly own, operate, manage,
          control, participate in the management or control of, be employed by
          act, as a consultant for, provide or facilitate the provision of
          financing for, assist, or maintain or continue any interest whatsoever
          (other than stock ownership in any publicly owned company not
          exceeding five percent (5%) of the outstanding stock of such company)
          in any of the Company's customers, served by him or by any other
          principal or employee of the Company during the term of his employment
          with the Company, or in any enterprise in the United States or Canada
          engaged in a business that is directly competitive with the Company.
          Without implied limitation, the foregoing covenant shall include
          hiring or engaging or attempting to hire or engage for or on behalf of
          himself or any competitor any officer or employee of the Company or
          any of its subsidiaries, encouraging for on behalf of himself or any
          competitor, any such officer or employee to terminate his or his
          relationship or employment with the Company or any of its
          subsidiaries, soliciting for or on behalf of himself or any competitor
          any person or entity which was a client of the Company or any of its
          subsidiaries, soliciting for or on behalf of himself or any competitor
          any person or entity which was a client of his during his employment
          with the Company, and diverting to any person or entity any client or
          business opportunity which relates to the business of the Company or
          any of its subsidiaries.

     4.5. The Employee expressly agrees that the terms and condition of this
          Section 4 shall remain in full force and effect during and after
          termination of this Agreement for a period of 12 months. The parties
          hereto agree and declare that monetary damages will be insufficient to
          fully compensate the Company for its losses in the event that the
          Employee breaches the covenants contained in this Section 4.
          Therefore, the Company will be entitled to enjoin the Employee from
          any threatened or actual violation of any covenant contained herein,
          and the Employee will not raise as a defense to any action or
          proceeding for an injunction the claim that the Company would be
          adequately compensated by monetary damages.

5.   DISPUTE RESOLUTION

     5.1. Except with respect to matters as to which injunctive relief is being
          sought, any dispute arising out of or relating to this Agreement, or
          the breach, termination or validity hereof shall be finally settled by
          binding arbitration conducted expeditiously in accordance with
          J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the
          "J.A.M.S. Rules"). The arbitration shall be governed by the United
          States Arbitration Act, 9 U.S.C. Section 1-16, and judgement upon the
          award rendered by the arbitrators may be entered by any court having
          jurisdiction thereof. The place of arbitration shall be New York City,
          New York.

     5.2. Such proceedings shall be administered by the neutral arbitrator in
          accordance with J.A.M.S. Rules as the arbitrator deems appropriate,
          however, such proceedings shall be guided by the following agreed upon
          procedures:
<PAGE>
                                                                               5


          5.2.1. Mandatory exchange of all relevant documents, to be
               accomplished within thirty (30) days of the initiation of the
               procedure;

          5.2.2. no other discovery;

          5.2.3. hearings before the neutral arbitrator which shall consist of a
               summary presentation by each side of no more than three 3 hours;
               such hearings to take place on one or two days at a maximum; and

          5.2.4. decision to be rendered not more than ten (10) days following
               such hearings.

6.   MISCELLANEOUS PROVISIONS

     6.1. Employee hereby represents and warrants that he is free to make this
          Agreement and the making hereof and/or performance hereunder by him
          will not violate the legal and/or equitable rights of any third party.

     6.2. This Agreement embodies the entire understanding of the parties and
          there are no promises, terms, covenants, conditions or obligations or
          other written, expressed or implied agreements other than those
          contained herein. No change or modification of the Agreement will be
          valid unless the same will be in writing and signed by both parties
          hereto.

     6.3. The failure of Company to act or exercise its rights under this
          Agreement upon the breach of any of the terms or conditions hereof by
          the Employee shall not be construed as a waiver of such breach, nor
          prevent Company from hereafter enforcing strict compliance with any
          and all of the terms and conditions herein set forth. If any provision
          of the Agreement is declared void, all of the remaining provisions of
          this Agreement shall nevertheless remain in full force and effect, and
          no provisions shall be deemed dependent upon any other provision.

     6.4.

          6.4.1. The employment by Company of Employee is being effected because
               of Employee's special capabilities and qualifications and all of
               his rights, benefits and duties hereunder are, therefore, not
               assignable or transferable in any manner, except to the extent
               that any benefit hereunder may be payable to his estate.

          6.4.2. The Company's obligations and duties under this Agreement shall
               be binding upon any successor, and this Agreement shall inure to
               the benefit of and be enforceable by any such successor to the
               Company.

     6.5. This Employment Agreement will be construed and enforced in accordance
          with the laws of the State of New York.

     6.6. Employee certifies that he has read the entire contents of this
          Agreement before signing his name hereto, that he was encouraged and
          afforded sufficient opportunity by Employer to obtain legal advice
          prior to executing this Agreement and that he fully understands all of
          the terms, conditions, and provisions set forth herein.

     6.7. If any provision of this Agreement shall be deemed unenforceable,
          prohibited, or invalid under applicable law, such provision shall be
          ineffective to the extent of such unenforceability, prohibition, or
          invalidity, but no other provision of this Agreement shall be
          invalidated thereby, and the remainder of this Agreement shall remain
          enforceable and in effect.

<PAGE>
                                                                               6


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

     WEBHELP.COM INC.                                EMPLOYEE

     By:      /s/ Kerry Adler                     /s/ Hugh Cumming
         ---------------------------       --------------------------------
                                                     Hugh Cumming