EXHIBIT 10.8 PROFESSIONAL SERVICES CONTRACT NO. TBA This Professional Services Contract (hereinafter the "Contract") entered into on the 4th day of December, 2000 by and between People Support, Inc., a Delaware corporation, with its principal place of...

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
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EXHIBIT 10.8

PROFESSIONAL SERVICES CONTRACT NO. TBA

This Professional Services Contract (hereinafter the "Contract") entered into on
the 4th day of December, 2000 by and between People Support, Inc., a Delaware
corporation, with its principal place of 0000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as "VENDOR") and Network
Solutions, Inc., a Delaware corporation with its principal place of business at
000 Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"NSI") (VENDOR and NSI are each referred to herein as a "Party," and
collectively as the "Parties").

WHEREAS, NSI desires to utilize the professional services of VENDOR and VENDOR
desires to provide those services.

NOW, THEREFORE in consideration of the mutual covenants and obligations
contained herein VENDOR and the NSI do mutually agree as follows:

1. PERFORMANCE

The parties acknowledge that VENDOR is an independent contractor and not an
employee of NSI. VENDOR, acting as an independent contractor and not as an
agent, representative, or employee of NSI, shall hire, pay and provide the
necessary personnel and shall otherwise do all things necessary or incident
to provide professional services as more specifically outlined in the
Statement of Work, which is attached hereto as Exhibit A and incorporated
herein by reference. NSI assumes no liability or responsibility for VENDOR
personnel. VENDOR will: (i) ensure it and its personnel are in compliance
with all laws, regulations, ordinances and licensing requirements where
noncompliance would have a material adverse effect on the Services provided;
(ii) be responsible for the supervision, control, compensation, withholdings,
health and safety of VENDOR personnel; (iii) ensure VENDOR personnel
performing any services hereunder on NSI's premises comply with any NSI "on
premises guidelines" as the same may be provided to VENDOR from time to time;
and (iv) inform NSI if a former employee of NSI will be assigned work under
this Contract, such assignment subject to NSI approval.

VENDOR (and its agent(s) and/or employee(s), if any) hereto agrees and
acknowledges that it is not entitled to participate in any of the benefit
plans or programs that NSI now or hereafter maintains for its employees,
including, but not limited to, NSI's employee stock purchase plan and stock
incentive plan ("Stock Plans"). In the event that any state or federal court,
or any local, state or federal government agency, division or other related
government entity, shall determine that VENDOR (and its agent(s) and/or
employee(s), if any) is considered an employee or common law employee of NSI,
or if for any reasons VENDOR (and its agent(s) and/or employee(s), if any)
were to become eligible to participate in any NSI sponsored benefit plans or
programs, VENDOR (and its agent(s) and/or employee(s), if any) waives any
right to participate, either retrospectively or prospectively, in NSI
sponsored benefit plans or programs including, but not limited to, the Stock
Plans. This waiver of any right to participate in NSI sponsored employee
benefit programs represents a material component of the terms and
compensation agreed to by these parties and is not in any way conditioned on
any representation or assumption concerning status of VENDOR (and its
agent(s) and/or employee(s), if any) with respect to

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NSI as employee, common law employee, consultant, independent contractor or
temporary employee.

2. TERM OF CONTRACT

The term of this Contract shall commence on the date of execution of the
Contract by the final party hereto and shall continue in full force and
effect through the second anniversary of the first day of the month for which
a minimum monthly fee is charged, unless sooner terminated as provided
herein. This Contract may be extended by mutual agreement of the parties.

3. TYPE OF CONTRACT

NSI hereby commissions VENDOR to provide live sales support and customer
service to persons calling designated NSI provided telephone numbers ("Voice
Support") and responses to NSI customer email inquiries ("Email Response",
and together with Voice Support, the "Services") regarding NSI's commercial
Internet web site, which has an entry uniform resource locator of
xxxx://xxx.xxxxxxxxxxxxxxxx.xxx (the "NSI Web Site"). Voice Support will be
available in English or Spanish Monday through Friday from 7:00 AM - Midnight
EST. Voice Support services will be delivered through an "800" number
established by NSI that links directly to a predefined VENDOR telephone
system. Email Responses will be available Monday through Friday from 9:00 AM
- 5:30 PM BST.

4. CONTRACT AMOUNT

Refer to Exhibit C

5. COMPENSATION AND INVOICING

VENDOR shall submit timely invoices not more frequently than once a month and
upon NSI's acceptance of all deliverables, if applicable.

VENDOR shall submit invoices to:
Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx,XX 00000
Attention: Accounts Payable

Invoices shall reference the Contract number. TBA

6. PAYMENTS

Payments will be made by NSI within 30 days after receipt of a correct
invoice from VENDOR. Payments to VENDOR shall be sent to the remittance
address set forth on VENDOR's invoice.

(a) Taxes. NSI will pay all federal, state, local or other taxes
based on any good or service provided by VENDOR under this
Agreement, other than taxes based on VENDOR's net income,
including, without limitation, any collection of requisite sales
or use tax for products or services sold on or through the NSI
Web Site. NSI

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will determine, implement and bear responsibility for customer
return policies, customer service policies, order processing
policies, collection of appropriate sales or use tax, allocation
of income tax, and implementation of warranties and limitations.

7. INSURANCE

Without prejudice to VENDOR's liability to indemnify NSI as stated in the
INDEMNIFICATION provision of this Contract, VENDOR shall procure, at its
expense, and maintain for the duration of the Contract, workers'
compensation, employers liability, commercial general liability and business
auto liability insurance policies (the "Insurance Policies") described below
with financially responsible insurance companies, reasonably acceptable to
NSI, with policy limits not less than those indicated below. Notwithstanding
any provision contained herein, the VENDOR, and its employees, agents,
representatives, consultants and lower-tier subcontractors and suppliers, are
not insured by NSI, and are not covered under any policy of insurance that
NSI has obtained or has in place.

SPECIAL PROVISIONS APPLICABLE TO VENDOR'S INSURANCE COVERAGE:

(a) Additional Insured - VENDOR, shall have the Insurance Policies, except
Workers' Compensation, endorsed to name NSI as an Additional Insured with
respect to the work to be performed by the VENDOR.

(b) Waiver of Subrogation - VENDOR shall have the Insurance Policies endorsed
to waive the insurer's rights of subrogation in favor of NSI.

(c) Deductibles - Subject to the reasonable review and approval of NSI,
VENDOR may arrange deductibles or self-insured retention as part of the
required insurance coverage. However, it is expressly agreed that all
deductibles or self-insured retention's are the sole responsibility of
the VENDOR.

(d) Adequacy of Insurance Limits - The insurance coverage limits stated below
are minimum coverage requirements, not limits of liability, and shall not
be construed in any way as NSI's acceptance of responsibility of the
VENDOR.

(e) Certificates of Insurance - Prior to commencement of any work under this
Basic Ordering Agreement, the VENDOR shall furnish NSI with Certificates
of Insurance, in a format acceptable to NSI, evidencing the insurance
coverage required in this Contract and containing the following
information:

- Identify NSI as an "Additional Insured" with respect to the Insurance
Policies except Workers' Compensation and employers' liability.

- State that the Insurance Policies have been endorsed to waive
subrogation in favor of NSI.

- State that the underwriters agree to provide NSI with at least 30 days
prior written notice of any cancellation or material change in the
coverage.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

COVERAGE

(a) Workers' Compensation - Insurance for statutory obligations imposed by
law including, where applicable, coverage under United States
Longshoremen's and Harbor Workers' Act and Xxxxx Act (if applicable,
Defense Base Act for those employees working on a U.S. Military
installation outside of the United States).

(b) Employers Liability - Insurance with limits of $1,000,000 for bodily
injury by accident and $1,000,000 for bodily injury by disease,
including, if applicable, maritime coverage endorsement.

(c) Commercial General Liability - (Standard ISO occurrence form) - including
products and completed operations coverage, full fire legal liability and
contractual liability, with a per occurrence limit of $1,000,000.

(d) Business Auto Liability - Coverage for bodily injury and property damage
liability for all owned, hired or non-owned vehicles, with an each
accident limit of $1,000,000.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) Authority. Each Party represents and warrants that it has the right to
enter into tins Agreement and to perform its obligations hereunder. Other
than the Services specified in this Agreement, however, nothing herein
shall be interpreted as a requirement for VENDOR to provide any other
support to Customers of NSTs products or services, nor shall Client make
any such representations or warranties to its Customers to that effect.
Customers shall include, without limitation, end-users, licensees, and
sublicensees.

(b) NSI Intellectual Property. NSI represents and warrants (i) that no text
or graphics on the NSI Web Site that is viewable without using the "View
source" feature infringes the intellectual property rights of any third
party, and (ii) that NSI owns, or has valid license to, all worldwide
rights, title and interest in the intellectual property consisting of all
computer programming, source, object and/or formatting code or operating
instructions developed or owned by NSI that relates to the NSI Web Site
(collectively, "NSI Intellectual Property").

(c) VENDOR Intellectual Property. VENDOR represents and warrants that VENDOR
owns, or has valid license to, all worldwide rights, title and interest
in the intellectual property consisting of all computer programming
and/or formatting code or operating instructions developed or owned by
VENDOR and employed in the delivery of the Services (collectively,
"VENDOR Intellectual Property").

(d) Submissions and Privacy. NSI will, in the usage terms and conditions of
NSI Web Site, indicate that all submissions to NSI or any third party,
including VENDOR, made on, through or in response to the NSI Web Site are
the property of NSI and how such information may be used by NSI. NSI is
responsible for the collection, use, transfer and sale of any personally
identifiable information collected by it or by VENDOR on its behalf.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

(e) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED HEREIN, (i) THE
SERVICES AND GOODS TO BE PROVIDED HEREUNDER ARE PROVIDED "AS IS," AND
(ii) VENDOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. VENDOR DOES
NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR
SECURE.

(f) LIMITATION OF LIABILITY. VENDOR IS NOT LIABLE TO NSI OR ANY THIRD PARTY
FOR LOST REVENUE OR PROFITS, CONSEQUENTIAL DAMAGES, OR INCIDENTAL,
INDIRECT OR PUNITIVE DAMAGES. VENDOR'S MAXIMUM AGGREGATE LIABILITY TO NSI
AND ANY THIRD PARTIES FROM ANY CLAIMS ARISING FROM OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY NSI IN THE
TWELVE MONTHS IMMEDIATELY PRECEDING THE MAKING OF THE CLAIM THAT GIVES
RISE TO SUCH LIABILITY.

9. PROPRIETARY RIGHTS.

(a) As between VENDOR and NSI, VENDOR owns, or has valid license to, all
worldwide rights, title and interest in any technology or other
intellectual property developed or owned by VENDOR, including VENDOR
Intellectual Property and any other technology used to create any portion
of the NSI Web Site, incorporated into the NSI Web Site, or used to
operate the NSI Web Site or a web server in connection with the delivery
of the Services including, without limitation, all software, computer
programming and/or formatting code, source code, object code, or
operating instructions created by VENDOR or provided by VENDOR to NSI.

(b) As between VENDOR and NSI, NSI owns, or has valid license to, all
worldwide rights, title and interest in NSI Intellectual Property and any
technology or other intellectual property developed or owned by NSI. NSI
also owns, or has valid license to, all worldwide rights, title and
interest in the intellectual property in all the text and graphics that
an Internet user views on a web page on the NSI Web Site without using
the "view source" feature, except for trade marks, service marks and
other marks owned or controlled by VENDOR.

(c) Non-Exclusive Arrangement. VENDOR will retain the ownership of, and the
right to reuse or incorporate VENDOR Intellectual Property, all know-how
and expertise acquired through the creation of the Technical
Implementation Plan (described in the Statement of Work attached hereto
as Exhibit A) and all training materials and the performance of the
Services, whether created or acquired before or after the execution of
this Agreement in supporting web sites or interactive projects for other
customers; provided, however, that VENDOR will not own or have any rights
to any of NSI's marks or Confidential Information, except as expressly
set forth herein. Consistent herewith, VENDOR owns all training materials
except those portions which are exclusive to NSI; NSI owns all
information exclusive to NSI, including

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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

Confidential Information; and NSI may use the training materials for the
purposes of this Agreement only.

(d) VENDOR License to NSI. VENDOR hereby grants NSI a non-exclusive
royalty-free, worldwide license to use, reproduce, publish, perform and
display the VENDOR. Marks solely on the NSI Web Site in connection with
the Services provided hereunder. NSI shall not use or exploit in any
manner any of the VENDOR Marks except in such manner and media as
contemplated under this Agreement, and any other use of the VENDOR Marks
not expressly granted to NSI by the foregoing are reserved to VENDOR. All
goodwill arising out of NSI's use of any of the VENDOR Marks shall inure
solely to the benefit of VENDOR. VENDOR shall have the right, upon
commercially reasonable notice, to modify the VENDOR Marks. NSI agrees
that upon such notice, it shall use commercially reasonable efforts to
immediately implement VENDOR'S modifications. All rights under this
license will be exercised solely by the NSI to operate, maintain and
distribute the NSI Web Site on the Internet and will expire with the
termination of this Agreement.

(e) Limited License to the NSI Intellectual Property. NSI hereby grants to
VENDOR the limited, nonexclusive right and license to copy, distribute,
transmit, display, perform, create derivative works, and otherwise use
the NSI Intellectual Property provided to "VENDOR hereby or currently
available or subsequently available on the NSI Web Site, including all
marks, trademarks, servicemarks or logos, held or used by NSI, solely for
the purpose of rendering the Services and will expire with the
termination of this Agreement.

9. ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

*** has *** into ***. ***, the ***, *** under *** the *** and the *** and
***. ***, the ***, is *** of *** of the ***. It is *** that the *** does not
*** to *** that would *** it an *** other ***.

*** is hereby *** that the *** for an *** of *** in the *** of *** under ***.
Consequently, if the *** is for the ***, or may otherwise *** with *** to
***, each ***, ***, and *** that has *** to *** or *** under *** or that has
*** to ***, shall be required to *** an *** provided ***. *** will be *** to
*** their *** of the *** for *** and *** must *** with *** and *** concerning
such.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE COMMISSION.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

10. CHANGES

a. In recognition of the likelihood that the fundamental nature of the work
to be accomplished under this Contract may involve changes from time to
time in NSI project needs and requirements, the parties hereby agree that
NSI may by written direction, at any time during the course of any
project, make changes in any one or more of the following items:

1. The statement of work, descriptions, or specifications for the
services, deliverables or other documents to be furnished under
the Contract; or

2. The times or places of performance or delivery of the services,
deliverables or other documents to be provided under the Contract.

b. If any such change(s) cause an increase or decrease in the price of the
Contract, or the time required for the performance of any part of the
work to be accomplished thereunder, whether or not such work is
specifically identified in NSI's written change direction ("Change
Order"), then the price, delivery schedules and other affected provision,
if any, as applicable, shall be equitably adjusted and the Contract shall
be modified in writing accordingly.

c. Upon receipt of NSI's written change direction, VENDOR shall submit its
written proposal to NSI within 10 working days after receipt of NSI's
change order for an equitable adjustment to the ceiling price, delivery
schedules and any other affected items, as applicable, VENDOR'S shall not
proceed with me change order until directed by NSI to do so.

d. Any proposal for an equitable adjustment shall describe or otherwise
identify the nature, facts and circumstances constituting the change; the
particular elements of contract performance for which VENDOR is seeking
an equitable adjustment due to the changed requirements; and VENDOR'S
proposed equitable adjustment to the Contract ceiling price, delivery
schedules and other provisions affected by the change.

e. The term "equitable adjustment" as used in this clause, means a fair and
reasonable adjustment under the facts and circumstances of the particular
situation, in the Contract price, delivery schedules and/or any other
Contract provisions that are altered by the change, as applicable, plus
the cost of any work, deliverables or other project requirements that
will be added or deleted in connection with the change. The term,
"equitable adjustment" in this context includes the costs of, and a
reasonable profit for, the changed work/requirements, including the
associated engineering, testing, project management and documentation.

f. VENDOR and NSI personnel assigned to the project shall use their best
efforts to negotiate any proposed equitable adjustments under this clause
in a fair and reasonable manner. In the event that they are unable to
reach mutual agreement after good faith negotiations, a period of time
not to exceed 15 calendar days, on the appropriate equitable adjustment
for one or more such changes, then the matter shall be referred to the
cognizant senior executive (or his/her designee) of each party for
appropriate resolution.

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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

11. STOP WORK ORDER

NSI may at anytime, by written order to VENDOR, require VENDOR to stop all,
or any part, of the work called for by this Contract for a period of up to
thirty (30) days. Upon receipt of such an order, VENDOR shall forthwith
comply with its terms and take all reasonable steps to minimize the
incidence of costs allocable to the work covered by the order during the
period of work stoppage. Within the thirty (30) day period or any extension
of that period to which the parties shall have agreed, NSI shall either (i)
cancel the stop work order; or (ii) terminate the work covered by such
order.

If a stop work order is canceled in writing, VENDOR shall resume work. If
the period of the order or any extension thereto merely expires, VENDOR
shall contact NSI and ask for directions before resuming work or treating
the silence as a termination for convenience.

12. ACCEPTANCE

Any reports, deliverables, or other data submitted for NSI's approval shall
be approved or disapproved, in writing within ten (10) business days after
NSI's receipt.

13. INDEMNIFICATION

VENDOR and NSI agree to defend, indemnify and hold each other and their
affiliates harmless from any and all liabilities, costs and expenses,
including reasonable attorney's fees, directly arising from: (a) negligent
acts or omissions of the Indemnitor's officers, employees, agents or
contractors arising out of its performance of the Contract; (b) any claims
for infringement of copyrights, trademarks, patents or other proprietary
rights arising out of or related to Indemnitee's obligations under the
Contract; and (c) defamation, libel, slander, obscenity, indecency or
violation of the rights of privacy or publicity to the extent attributed to
the NSI Web Site or to NSI Intellectual Property (if such other Party is
VENDOR) or to VENDOR Intellectual Property (if such other Party is NSI)
(collectively, "Covered Claims"). Covered Claims will also include claims
brought against VENDOR for injury, damages, or violations of law caused by
products or services sold by NSI on the NSI Web Site or relating to NSI's
operation of its business.

14. FORCE MAJEURE

VENDOR shall not be liable for any default or delay in the performance of
its obligations hereunder if and to the extent such default or delay is
caused, directly or indirectly, by: fire, flood, earthquake, elements of
nature or acts of God; or any other similar cause beyond the reasonable
control of VENDOR (collectively referred to herein as "Force Majeure").
Except as provided elsewhere, if VENDOR is so delayed in its performance, it
shall promptly notify NSI. VENDOR shall use its reasonable efforts to
minimize the duration and consequences of any delay or failure of
performance resulting from a Force Majeure event.

15. TERMINATION

a. Default: Upon failure or neglect to comply with any of the terms of this
Contract, if same is not corrected by the breaching party within thirty
(30) calendar days of such

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party's receipt of written demand to correct from the non-breaching party,
the non-breaching party may terminate this Contract upon giving seven (7)
calendar days notice to the other party.

b. Insolvency: This Contract shall be automatically terminated by giving
written notice effective as of the date thereof in the event either party
ceases to do business in the manner contemplated in this Contract; or, in
the event that either party is adjudicated bankrupt or insolvent, or upon
the institution of any proceedings by or against it seeking relief,
reorganization or arrangement under any laws relating to bankruptcy or
insolvency, or upon any assignment for the benefit of creditors: or upon
the appointment of a receiver liquidator, or trustee of any of its
property or assists, or upon the liquidation, dissolution, or winding up
of its business.

c. Effect of Termination: Termination of this Contract shall not affect any
proprietary data or confidentiality obligations incurred under this
Contract.

16. AUTHORIZED REPRESENTATIVE/NOTICES

The following individual is authorized to conduct negotiations and
administer the Contract for NSI and all information or required notices
shall be effective upon receipt by the following individual:

***
***
Phone: ***
Fax: ***

The following individual is NSI's technical point of contact under the
Contract

TBA
Phone: ***

The following individual is authorised to conduct negotiations and administer
the Contract for VENDOR and NSI shall direct all notices and communications
to the following individual:

***
PeopleSupport, Inc.
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Phone: ***
Fax: ***

The following individual is VENDOR's technical point of contact under the
Contract:

***
TBA
Phone: TBA
Fax: TBA

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE COMMISSION.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

17. GOVERNING LAW

This Contract shall be governed and construed in all respects in accordance
with the laws of the States of California. Both parties consent to
jurisdiction and venue in the state courts located in Los Angeles,
California and the federal courts sitting in the southern district of the
State of California.

18. ASSIGNMENT OF CONTRACT

This Contract may not be assigned, in whole or in part, nor may any
assignment of any money due or to become due be made by VENDOR without, in
each case, the prior written consent of NSI.

19. NO HIRE AGREEMENT

During the term of the Contract including any extensions thereof, neither
party shall knowingly recruit, solicit, or hire any of title other party's
employees assigned to this project for the period of this Contract and for
one year thereafter. This shall in no way, however, be construed to
restrict, limit, or encumber the rights of any employee granted by law, nor
shall it in any way restrict either party from hiring employees who respond
to advertisements or make independent inquiries for employment.

20. ENTIRE CONTRACT

This Contract, including Exhibits A and B, which are incorporated herein by
reference, constitutes the entire Contract between the parties hereto
relating to the subject matter hereof and supersedes all prior oral and
written and all contemporaneous oral negotiations, commitments and
understandings of the parties.

21. MODIFICATIONS

Except as hereinafter provided, this Contract may not be changed or amended
except by a writing executed by both parties.

22. WAIVER

No delay or failure by either party to exercise or enforce at any time any
right or provision of the Contract shall be considered a waiver thereof or
of such party's right thereafter to exercise or enforce each and every right
and provision of the Contract. A waiver to be valid shall be in writing, but
need not be supported by consideration. No single waiver shall constitute a
continuing or subsequent waiver.

23. LEGAL EFFECT

If any provision of this Contract shall be held illegal, invalid or
unenforceable, in whole or in part, such provision shall be modified to the
minimum extent necessary to make it legal, valid and enforceable, and the
legality, validity and enforceability of the remaining provisions are not
affected thereby.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

24. CONFIDENTIALITY

Each Party acknowledges that in the course of performing its obligations it
will receive information, which is confidential and proprietary to the other
Party. Each Party agrees to protect such information in accordance with the
terms of the Non-Disclosure Agreement, which is appended hereto as Exhibit B
and incorporated herein by reference.

In witness hereof, the parties hereto have accepted and executed this Contract
as of the latest date noted below.

PEOPLESUPPORT, INC. NETWORK SOLUTIONS, INC.

/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxx
------------------------------- -------------------------------------
Signature Signature

Xxxxx Xxxxxxxxxx-CEO Xxxxx Xxxxx, Purchasing Mgr.
------------------------------- -------------------------------------
Printed Name and Title Printed Name and Title

12/4/00 10/6/00
------------------------------- -------------------------------------
Date Date

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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

EXHIBIT A

STATEMENT OF WORK

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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

a VeriSign(R) company
NETWORKSOLUTIONS(R) PEOPLESUPPORT
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STATEMENT OF WORK NO. 3

FOR

NETWORK SOLUTIONS, INC.
VOICE, EMAIL, AND FAX RESPONSE

a VeriSign(R) company
NETWORKSOLUTIONS(R)

PRESENTED BY

PEOPLESUPPORT

MAY 1, 2003

VER 1.6

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This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

SOW NO. 3
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
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a VeriSign(R) company
NETWORKSOLUTIONS(R) PEOPLESUPPORT
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PROPRIETARY STATEMENT

Intended for Network Solutions, Inc.

This document and any communications with PeopleSupport should be considered
highly confidential. Neither the ideas expressed herein, nor any part of this
document or any other information or communications related thereto shall be
copied or disclosed to any party, nor shall they be used for any purpose other
than meeting with PeopleSupport representatives, without the written consent of
PeopleSupport. By accepting delivery of this document, the recipient agrees
that: (i) in the event the recipient does not wish to pursue this matter, the
recipient will return this copy to PeopleSupport, at the address listed below as
soon as practical; (ii) the recipient will not copy, fax, reproduce or
distribute this document, in whole or in part, without written permission, and
(iii) all of the information contained herein will be treated as confidential
material, and shall not be used for any purposes other than the evaluation of
this proposal.

While PeopleSupport has no reason to doubt the accuracy of the information
contained herein, PeopleSupport makes no representations or warranties as to the
adequacy, completeness or accuracy of this information. Only a definitive
agreement and the associated Statement of Work between PeopleSupport and Network
Solutions will be binding.

No person is authorized to provide any information or make any representations
regarding this proposal and PeopleSupport commitments to recipient not contained
here. Any such information or representations should not be relied upon as
having been authorized by PeopleSupport.

PEOPLESUPPORT, INC.

Contact: Xxxx Xxxxx
Sales Director
Address: 0000 Xxxxxxx Xxx., Xxx. 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxx@xxxxxxxxxxxxx.xxx

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TABLE OF CONTENTS

1 INTRODUCTION............................................ 4

2 SOLUTION OVERVIEW....................................... 6
2.1 INBOUND VOICE SUPPORT PROCESSES......................... 7
2.2 EMAIL SUPPORT PROCESSES................................. 7
2.3 FAX SUPPORT PROCESS..................................... 8
2.4 CHAT SUPPORT PROCESS.................................... 8
2.5 OUTBOUND VOICE PROCESSES................................ 8
2.6 BACK-OFFICE PROCESSES................................... 9
2.7 SUPPORT ESCALATION PROCESS.............................. 9
2.8 PERFORMANCE OBJECTIVES.................................. 9
2.9 VOLUME FORECASTING AND SERVICE LEVEL AGREEMENT.......... 11
2.10 ADJUSTMENT TO FORECASTS AND RAMP-UP PROCESSES........... 11
2.11 PEOPLESUPPORT OPERATIONAL CAPACITY PLANNING............. 12

3 TRAINING................................................ 14

3.1 TRAINING APPROACH....................................... 14
3.2 ONGOING TRAINING AFTER LIVE DATE........................ 14

4 QUALITY ASSURANCE....................................... 16

4.1 QUALITY ASSURANCE REVIEW PROCESS........................ 16

5 TECHNOLOGY.............................................. 18

5.1 TECHNOLOGY ARCHITECTURE AND SPECIFICATIONS.............. 18
5.2 EMAIL TECHNOLOGY SUPPORT................................ 18
5.3 VOICE TECHNOLOGY SUPPORT................................ 20
5.5 DATA CONNECTIVITY....................................... 21
5.6 CLIENT APPLICATIONS..................................... 22
5.7 REPORTING AND DATA FEED................................. 24
5.8 ESCALATION OF TECHNOLOGY ISSUES......................... 25

6 SECURITY................................................ 26

6.1 CLIENT SECURITY REQUIREMENTS............................ 26
G. CLIENT SECURITY REQUIREMENTS............................ 27
6.2 PEOPLESUPPORT SECURITY PRACTICES........................ 27
6.3 NETWORK SECURITY........................................ 28
6.3 EREP BACKGROUND CHECK................................... 28

APPENDIX A - PRICING.................................................... 00

XXXXXXXX X - TECHNICAL ESCALATION PROCEDURES............................ 33

APPENDIX C - CUSTOMER REPORTS........................................... 39

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1 INTRODUCTION

This Statement of Work No. 3 ("SOW No. 3"), dated May 1, 2003 describes the
Email, Fax, and Voice response services for Technical Support, Customer Service,
and Sales ("Services") that PeopleSupport, Inc. ("PeopleSupport") will provide
to Network Solutions, Inc. ("Client"). This SOW No. 3 is entered into in
connection with that certain Professional Services Contract between
PeopleSupport and Client dated as of December 4, 2000 (the "Agreement"). This
SOW No. 3 supercedes all prior functional and technical understandings, whether
written or oral, between PeopleSupport and Client regarding the matters
addressed herein, including all prior SOWs and change orders. All capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Agreement. In the event of any inconsistencies between
this SOW No. 3 and any other prior agreements, the provisions of this SOW No. 3
shall prevail over such agreements.

OVERVIEW

In conjunction adoption of SOW #3, PeopleSupport will outline and begin to
deploy an effective methodology to support and migrate the current segmented
workforce to a Universal Agent strategy as directed by the Client within the
first thirty (30) days after the effective date of this agreement. This
migration strategy will support the concept that all eReps and support personnel
will be cross-trained on all customer contact methods and programs for required
support.

Going forward, it is inherent within the Universal Agent concept that the nature
of the work performed by PeopleSupport for Network Solutions may change.
PeopleSupport recognizes the needs of Network Solutions to be able to address
these future dynamics of the business relationship. To that end, PeopleSupport
understands that the types and natures of the work performed for Network
Solutions can and will change during the life of this agreement. PeopleSupport
commits to working with Network Solutions in establish a mutually agreeable
change order as these dynamics dictate. The long-term goal of both parties,
working within the framework of this Agreement, allows for that migration at the
volumes established herein.

PEOPLESUPPORT PROVIDED SERVICES

Expected peak inbound volume (8:00 a.m.-8:00 p.m. US eastern time weekdays) will
include Tier 1 voice, Tier 1 e-mail and the following fax queues: Main,
Escalated and Password Reset. Expected off peak volume (8:00 p.m.-8:00 a.m.
eastern time weekdays and all hours on weekends) will include Tier 1 voice, tier
1 e-mail, VIP voice, WSV voice, WSV email, and the aforementioned fax queues.
Additionally, Email support may be provided using PeopleSupport's eShare system,
in conjunction with other supporting systems and applications. Fax Support will
be provided through Client's Siebel system. Voice support will be provided for
Client's customer calls routed to PeopleSupport phone system. For purposes of
this document, AHT shall be defined as Talk time + hold time + wrap time. In
addition PeopleSupport will engage in outbound calls to support inbound voice
and fax services.

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PROGRAM OVERVIEW
VOICE, EMAIL, AND FAX OPERATIONS

OPERATING MODEL OUTSOURCED
------------------------------------------------------------------------------------------------------------------------------------

SOLUTIONS AND SERVICES INBOUND VOICE, EMAIL, FAX AND OUTBOUND VOICE
------------------------------------------------------------------------------------------------------------------------------------
VOICE: 24X7
EMAIL: 24X7
PEOPLESUPPORT SUPPORT HOURS FAX: 24X7
PEOPLESUPPORT WILL RECEIVE FORECASTED VOICE
VOLUME DURING PEAK HOURS AND 100% OF VOICE
VOLUME OFF PEAK HOURS AND WEEKENDS.
------------------------------------------------------------------------------------------------------------------------------------
VOICE SUPPORT:

- 85% OF CALLS ANSWERED WITHIN 30 SECONDS/99%
OF CALLS ANSWERED WITHIN 30 SECONDS FOR VIP
PROGRAM

- 85% OF ALL VOICE SESSIONS SAMPLED MUST SCORE
85% OR HIGHER FOR CALL REQUIREMENTS.

EMAIL SUPPORT:

- 90% OF ALL EMAILS PROCESSED WITHIN 1 HOUR

- 99% OF ALL EMAIL SESSIONS SAMPLED MUST BE
SERVICE LEVEL AGREEMENTS ACCURATE AND SCORE 90% OR HIGHER FOR
CALIBRATION SESSIONS.

FAX SUPPORT:

- 90% OF ALL FAXES PROCESSED WITHIN 1 HOUR

- 99% OF ALL CUSTOMER FACING RESPONSES AND PROCESSES
LEADING TO CUSTOMER RESOLUTION MUST SCORE 90% OR HIGHER
IN QUALITY ASSESSMENT SESSIONS.
------------------------------------------------------------------------------------------------------------------------------------
CLIENT OPERATING HOURS 8AM - 8PM EASTERN TIME MON-FRI
------------------------------------------------------------------------------------------------------------------------------------
LANGUAGES SUPPORTED ENGLISH
------------------------------------------------------------------------------------------------------------------------------------
CLIENT APPLICATION PLATFORMS CLIENT PROVIDED CLIENT/SERVER APPLICATIONS:

- CONTACT MANAGEMENT & CASE TRACKING SYSTEM: SIEBEL

- BACK-OFFICE ACCOUNTING APPLICATION: BARS

CLIENT PROVIDED UNIX BASED VIA TELNET APPLICATIONS:

- CUSTOMER ACCOUNT MANAGEMENT TOOLS: XXXX AND DOMREG.

CLIENT PROVIDED WEB BASED APPLICATIONS:

- KNOWLEDGE MANAGEMENT: MAX

- CUSTOMER ACCOUNT MANAGEMENT TOOLS: VMAC, CSR
TOOLS, SKIPS, RTPS, FDMS, PASSWORD GENERATOR

CLIENT PROVIDED CONNECTIVITY:

- DUAL VPN OVER THE INTERNET VIA CLIENT PROVIDED ISP CONNECTION

- CLIENT PROVIDED VPN AND FIREWALL EQUIPMENT
------------------------------------------------------------------------------------------------------------------------------------

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2 Solution Overview

In conjunction with Services, PeopleSupport eReps will assist customers with the
following business programs:

CUSTOMER
PROGRAM SYSTEM USED TASKS CONTACT METHODS
----------- ------------------- --------------------------------------- ------------------

TIER 1 > CSR Tools > Assist customers with new Domain > Inbound Voice
> Siebel Registrations > Outbound Voice
> BARS > Technical Support with existing > Email
> VMAC domain registrations (billing, > Fax
> SKIPS, product and technical support)
> RTPS > General customer inquiries and
> FDMS complaints
> Password > Up-sell additional products and
Generator services to customers
> EShare (Email) > Create service requests (SRs) in
Siebel for inbound calls
> Call back customers to resolve
open SRs

TIER 2 > CSR Tools > Handle escalated issues from all > Inbound Voice
> Siebel other programs and touchpoints. > Email
> BARS > Escalated issues include: > Fax
> VMAC Refund/Waive Approval, Manual
> SKIPS, Change in CSRT, Domain
> RTPS specializing more than once,
> FDMS customer callbacks, request for
> Password Client's Corp Support assistance,
Generator Special Access in Siebel
> EShare (Email)

VIP > CSR Tools > Domain name registration and > Inbound Voice
> Siebel renewal for premier customers >
> BARS > Technical support and domain
> VMAC modification for premier customs
> SKIPS, > Up-sell additional services to
> RTPS customers
> FDMS > Create service requests (SRs) in
> Password Siebel for inbound calls
Generator
> EShare (Email)

WEBSITES > Siebel > Provide technical support for > Inbound Voice
> Value Web Client's web site program > Email
> EShare (Email) >

AOL-SB > Siebel > Handle escalated technical support > Inbound Voice
calls for Client's AOL Small
Business program from AOL
customer service

PASSWORD > Siebel > Respond to customer requests for > Inbound Voice
RESET > CSR Tools forgotten passwords by resetting > Outbound Voice
> Password passwords. > Fax
Generator

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2.1 INBOUND VOICE SUPPORT PROCESSES

PeopleSupport will provide Inbound Voice Support response for Client. Inbound
voice support will consist of live voice response to resolve customer service
and technical support issues.

Client and PeopleSupport agree on the following Inbound Voice Support processes
for *** programs:

1. eRep(TM) will utilize Client provided *** to validate customer
information as trained by Client.

2. Once customer information is validated, eRep(TM) will create a new
*** record in ***.

3. eRep(TM) will research the issue using processes and tools taught
during training.

4. eRep(TM) will process the issue using the systems and processes
taught during training. ***

5. eRep(TM) will interact with the customer to resolve their request.

6. Once request is resolved eRep(TM) will close out the *** products
and services.

The above processes are the only voice support processes required. Changes to
these processing requirements will be subject to a documented change order.

2.1.1 INVOICE REQUESTS

For inbound voice calls where customers are requesting a faxed copy of an
invoice, Client and PeopleSupport agree to the following process: NOTE: the
below is an interim process as Client will be deploying *** system that will
mitigate the need for said process.

1. Customer calls the toll free number to request a copy of an invoice.

2. The eRep will then open up the requested invoice using the Client
*** application.

3. The eRep will then confirm the customers fax number and print the
requested invoice to the fax driver utilizing PeopleSupport provided
fax software.

4. The fax document will then be queued and sent to the customer
through the fax software.

2.2 EMAIL SUPPORT PROCESSES

PeopleSupport will provide email support for Client's customer service. These
email inquiries will be routed from Client's web site and consist of general
customer service support inquiry.

Client and PeopleSupport agree on the following support processes for handling
*** email programs:

1. Customers will email inquiries from Client's web site.

2. Email will be routed by Client to PeopleSupport email system as
defined in Section 5 of SOW No. 3.

3. eRep(TM) will research the issue using the processes and tools
taught during training.

4. eRep(TM) will select the appropriate template response and make any
modifications required.

5. If an appropriate template response is not available, eRep will
generate a response based on information presented during training.

6. eRep(TM) will answer email using PeopleSupport's eShare system.

7. When eRep(TM) is certain all inquiries have been answered, the eRep
will deliver standard closing.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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8. *** will only be created by an eRep if the email is *** for
resolution.

9. eRep(TM) will send the response to the customer.

The above processes are the only processes required for email support. Changes
to these processing requirements will be subject to a documented change order.

2.3 FAX SUPPORT PROCESS

PeopleSupport will provide inbound fax support for Client. Fax support will
consist of customer faxes sent in to resolve existing customer service requests.
Fax support will be handled using Client's *** system.

Client and PeopleSupport agree on the following support processes for handling
FAX Support for *** Programs:

1. Customers will fax in supporting documentation to resolve existing
service requests to Client's *** System. The *** system will then
automatically route the fax to the appropriate *** service request
or the general fax queue in ***. An *** will have already been
opened for the *** during the ***. In cases, where a fax is
submitted without *** and an ***, the eRep will open an *** for each
fax request submitted where *** is created.

2. eRep(TM) will query the *** system and pull up incoming faxes to be
processed.

3. eRep(TM) will research the issue using processes and tools taught
during training.

4. eRep(TM) will process the issue using the systems and processes
taught during training.

a. This may include placing an outbound call or sending an outgoing ***
email to customer to solicit more information required to support
customer's request.

b. This may include asking a *** documents required to complete stated
request.

5. eRep(TM) will close out the service request in ***.

6. eRep(TM) will change status of fax activity to `done'.

*** will send an automated email response to the customer informing them that
the issue has been resolved and service request has been closed.

The above processes are the only processes required for fax support. Changes to
these processing requirements will be subject to a documented change order.

2.4 CHAT SUPPORT PROCESS

Should Client and PeopleSupport mutually agree to implement chat support the
pricing and service levels set forth in this SOW for voice support for that
program shall apply. The specific processes and implementation activities will
be detailed in a change order.

2.5 OUTBOUND VOICE PROCESSES

PeopleSupport eReps will perform outbound calls on Client's behalf for the
following processes:

> When a customer calls to have their *** and is unable to answer *** address in
*** is ***; but the caller is calling from

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the phone number on the *** record, the eRep is to call the *** at the number
listed in ***.

> If additional information is needed to ***, the eRep will attempt to contact
the *** to get all required information from customer to complete the request.

2.6 BACK-OFFICE PROCESSES

PeopleSupport will provide the following back office process in support of
Client:

REWORK QUEUE -- PeopleSupport will assign *** eReps to monitor and process ***
in the ***Rework Queue. This queue will consist of *** that have been rejected
due to incomplete or inaccurate information or *** that should not have been
escalated. Support of this queue may require eReps to contact customers *** to
gather ***.

*** -- PeopleSupport will assign *** eReps to support *** changes for ***
program. Request for *** will be received via email and processed using Client's
tools.

SR MANAGEMENT -- On a ***, the designated PeopleSupport operations management
personnel will be required to query *** in order to manage the volume of ***.
*** are to be routed to the proper internal Client department for handling,
completed and closed by the PeopleSupport Supervisor or support staff or
communicated to the Vendor Manager for handling. Under the current Client
defined process, eReps will not need to spend any time outside of the voice or
fax handle time to work on ***. If Client defines any processes that require
eReps to spend time working or *** outside of time that is already *** this time
will be ***.

All eReps assigned to *** programs may also be utilized to support other
programs as volume dictates. PeopleSupport may adjust the number of eReps
assigned to support these processes based volume. All time spent directly in
support will be *** and tracked using PeopleSupport's CMS system.

Client and PeopleSupport may mutually agree to have PeopleSupport eReps perform
other processes. These processes will need to be mutually agreed to in writing
using a change order according to PeopleSupport's change order processes. Should
Client and PeopleSupport mutually agree, any back office work performed by
PeopleSupport eReps will be subject to the terms of pricing, staffing, and
forecasting requirements defined in this SOW No. 3.

2.7 SUPPORT ESCALATION PROCESS

Client acknowledges that there will be situations where PeopleSupport eReps will
be unable to resolve a voice, email, or fax support inquiry. In such
circumstances, PeopleSupport's *** group will handle escalations. If the ***
group cannot resolve the issue then it will be assigned to the appropriate
PeopleSupport supervisor who will process the request. If the PeopleSupport
supervisor cannot resolve the issue, the issue will be assigned to the
appropriate *** department who will resolve the issue.

2.8 PERFORMANCE OBJECTIVES

Client and PeopleSupport agree on the following performance goals for all
programs except for ***:

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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> INBOUND VOICE SLAS

On a *** basis, PeopleSupport will answer a minimum of *** of Client's
Voice Support sessions within *** seconds of the applicable incoming
telephone call being released from PeopleSupport's ACD.

> INBOUND EMAIL SLAS

On a *** basis, PeopleSupport shall complete and accurately process and/or
respond to no less than *** of all email received for any given *** within
*** of receipt.

> INBOUND FAX SLAS

On a *** basis, PeopleSupport shall complete and accurately process and/or
respond to no less than *** of all faxes received for any given day within
*** of receipt. At no time shall the oldest date of non-processed or not
started faxes exceed *** from the current *** work schedule.

> ***

On a ***, each Supervisor and each Team Manager will be required to query *** in
order to effectively manage the volume of *** are to be routed to the proper ***
department for handling, completed and closed by the PeopleSupport Supervisor or
support staff or communicated to the Vendor Manager for handling. At no time
shall any open *** be assigned to a ***. Further, at no time shall an open ***
be assigned to a Supervisor with no action taken or annotation listed for more
than ***. All *** are to be routed, escalated or closed.

Client and PeopleSupport agree on the following performance goals for the ***
Program:

> INBOUND VOICE SLAS

On a ***, PeopleSupport will answer a minimum of *** of Client's Voice
Support sessions within *** seconds of the applicable incoming telephone
call being released from PeopleSupport's ACD.

> INBOUND EMAIL SLAS

On a ***, PeopleSupport shall complete and accurately process and/or
respond to no less than *** of all email received on a given *** within ***
of receipt.

> INBOUND FAX SLAS

On a *** basis, PeopleSupport shall complete and accurately process and/or
respond to no less than *** of all faxes received for any given *** within
*** of receipt. An no time shall the oldest date of non-processed or not
started faxes exceed *** from the current *** work schedule.

> ***

At no time shall any open *** be assigned to a *** eRep. Further, at no
time shall an open *** be assigned to a Supervisor with no action taken or
annotation listed for more than ***. All *** are to be routed, escalated or
closed. In addition, any issue that takes more than *** to complete will
require regular and consistent communications to customers advising of the
status of issue. These messages should be based upon the notes listed in
*** by the department that is working to resolve issue.

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> AHT

Client and PeopleSupport agree to a target AHT goal of ***. Should Client's
processes change or other activities outside of PeopleSupport's control
occur that affect AHT, Client and PeopleSupport will mutually revise the
target AHT to a level that is commensurate with the processes and
procedures required to support Client. Furthermore Client and PeopleSupport
agree to *** the target AHT on *** basis. Should PeopleSupport fail to meet
target AHT goals when process or procedural changes are implemented,
PeopleSupport shall not be held responsible for meeting the target SLA for
any period the changes are in effect.

PeopleSupport is not responsible for delays in meeting the service levels
arising from any Client provided telecommunication, software applications,
materials, equipment or Client operational delays.

2.9 VOLUME FORECASTING AND SERVICE LEVEL AGREEMENT

In order for PeopleSupport to properly staff the Client's account, Client agrees
to provide PeopleSupport with a *** *** forecast every *** for all customer
contact methods serviced by PeopleSupport, divided into *** increments, of the
number of *** sessions Client will deliver to PeopleSupport for each program
("Support Target"). Each *** forecast submission is considered locked for the
next ***. For example, on ***, Client will submit a forecast for *** beginning
***. In this example, the *** will be considered locked; the following
*** Client will submit a forecast for *** beginning ***. The forecast for ***
will then be considered locked. Should Client fail to deliver a forecast for a
given ***, the *** of the *** shall be ***.

Client must receive written confirmation of acceptance of such forecast within
*** from its PeopleSupport Account Manager before the forecast is deemed
accepted by PeopleSupport. Once agreed the forecast is locked down,
PeopleSupport will be accountable to support the volume as outlined in the
forecast. If PeopleSupport fails to respond with a written communication of
acceptance within two business days, forecast will be considered as accepted.
Performance objectives and service levels shall not apply in a *** in which
Client has failed to deliver a ***. PeopleSupport agrees to service, in each
calendar month, that number of support sessions equal to the respective Support
Target for such month, but may, in its discretion, service additional support
sessions. PeopleSupport shall not be obligated to meet the agreed upon
performance objectives and service levels in the event the actual volume of
sessions received by PeopleSupport is more than *** over the respective forecast
for such point of contact or program only on the day of the excessive volume.

2.10 ADJUSTMENT TO FORECASTS AND RAMP-UP PROCESSES

PeopleSupport will develop a capacity plan such that the respective Support
Target may be increased or decreased by Client by up to an aggregate of *** each
month from prior month with respect to each customer contact methods. The
Support Targets for a *** become *** prior to the start of such ***.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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In no event shall PeopleSupport be required to staff to volumes, patterns and
handle time estimates and/or meet performance objectives (as defined herein),
which are unreasonable or cannot reasonably and/or practically be achieved
during the timeframe requested.

2.10.1 SUBSTANTIAL VOLUME INCREASES

If Client requires a volume increase in the number of contacts supported by
PeopleSupport (i.e., a monthly increase of more than *** with respect to a
customer contact methods) (a "Substantial Volume Increase"), a mutually agreed
upon ramp up period will be planned:

a) To facilitate the appropriate collection of human and technical
resources to handle a Substantial Volume Increase, Client must provide
reasonable notice to PeopleSupport, with no less than 45-day written
notice before the start of the Substantial Volume Increase. The proposed
Substantial Volume Increase requirements shall be reasonable under the
circumstances and the available resources and technical infrastructure.
Should Client provide less than 45-day written PeopleSupport will make a
reasonable to handle the additional volume, but cannot guarantee
performance goals during this period.

b) PeopleSupport will present Client with a Change Order outlining a
detailed capacity ramp up plan ("Ramp up Plan") for Client's approval.
Client must approve the capacity plan and the terms of the Change Order
before PeopleSupport commences with the ramp up.

c) PeopleSupport will make every reasonable effort to achieve pre-defined
performance objectives and Service Levels during the ramp up period set
forth in the Ramp up Plan Change Order. However, Client will provide a
reasonable time frame post ramp up to meet outlined performance goals
and service levels.

d) Client will be responsible for all client specific new hire training
costs required to meet service levels for forecasted volume, as set
forth in Appendix A. PeopleSupport shall determine the staffing levels
required based on Client's forecast and train new eReps to meet service
levels. *** forecasted volumes that is not a result of attrition.

2.10.2 VOLUME DECREASES

Notwithstanding Section 2.8 above, if Client elects to decrease the volume of
sessions provided to PeopleSupport by more than ***, Client's minimum financial
obligation to PeopleSupport shall continued to be as set forth on Appendix A.

2.10.3 FORECASTS FOR SPECIAL PROMOTIONS AND ADVERTISING

Client will provide PeopleSupport with notice of and forecasts related to all
media and program promotions (including, but not limited to, radio, television,
direct mail, e-mail, Internet and other media) within a reasonable amount of
time before release of the promotion so that PeopleSupport can make appropriate
staffing or other adjustments. PeopleSupport shall not be obligated to meet
performance objectives in the event the actual volume of sessions received by
PeopleSupport is more than *** over the forecast. However, PeopleSupport shall
remain responsible for standard SLAs and performance standards if volume is
within the lock-in forecast level or any excess volume up to ***.

2.11 PEOPLESUPPORT OPERATIONAL CAPACITY PLANNING

PeopleSupport will work closely with Client's Work Force Management team to plan
capacity, and to develop operational plans. Based on the volume forecasts
provided by Client in the *** Support Forecasts, PeopleSupport will provide
Client with a *** capacity forecast reflecting

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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the number of eReps required to handle the forecasted volume of contacts in
accordance with its performance objectives and service levels ("*** Capacity
Plan"). The *** Capacity Plan will factor in PeopleSupport's analysis of actual
contact volumes, historical performance, existing and new-hire resources and
special circumstances (holidays, seasonality and attrition factors).

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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3 TRAINING

The training phase of the outsourcing program is crucial to PeopleSupport's
ability to provide Client with quality service. In this section, our approach,
initial and ramp-up training process and the on-going program updates or changes
to training.

3.1 TRAINING APPROACH

Client will make available all existing training and research documentation,
training materials, and the knowledge base to PeopleSupport. Client and
PeopleSupport will jointly participate in the training needs analysis process
with members from both teams to identify learning objectives and determine the
scope of the training effort. For each program and curriculum required, Client
or Client designate must certify PeopleSupport trainers to provide training as
prescribed by Client.

PeopleSupport will provide written confirmation that all Pre-Shift material has
been delivered in accordance with Client's requests.

PeopleSupport will develop a customized training program for Client with the
following capabilities:

- Utilize the Client trainers and facility for the Train-the-Trainer session.

- Provide instructors with extensive background in customer service/technical
support, as well as stand up classroom training experience.

- Provide basic customer service and communications training, Client
product/program training and pre-certification of agents prior to
performing support for Client.

- Establish a training and QA structure that supports Client's program
requirements.

- Create a separate training environment that resembles the live Client
environment, including individual workstations equipped with Client's
applications.

Client will be responsible for the ***.

3.2 ONGOING TRAINING AFTER LIVE DATE

Increases in the volume of services provided and/or significant changes to
Client's policies/procedures, products, or service offerings will require
post-implementation training. A need analysis will be conducted to determine if
any course development material must be prepared, and to scope out how long the
training should take so that PeopleSupport can appropriately schedule the
training. In order to provide the highest level of quality, PeopleSupport will
recommend training updates when deemed necessary. Client must provide
PeopleSupport with all relevant ongoing training materials a minimum of five (5)
business days in advance of the training date. In emergency situations where
programs may need to shift to PeopleSupport quickly and Client does not have the
luxury of a five (5) day advanced notice, PeopleSupport will make a reasonable
effort to provide and support training needs on an emergency needs basis.
PeopleSupport will provide *** and Client and will be ***.

Reasons for needing post-implementation training include, but are not limited to
the following:

- New delivery mechanisms

- System changes

- Procedure changes

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- New product/service introductions

- Policy changes

- Changes to support provided

Client may request PeopleSupport to provide additional training on updated
material and other newly introduced Client system. Any training provided to
Client for this purpose is subject to the training rates listed in Appendix A of
this SOW No. 3. Client will be responsible for all of Client approved travel
related expenses of PeopleSupport personnel for this activity. Client will be
responsible for *** at the service levels set forth in this SOW No. 3.
PeopleSupport shall determine the number or eReps that are required to be
trained and will not be required to have prior approval from Client to hire
and/or train new eReps, though PeopleSupport will make every effort to
communicate any planned training with Client in a reasonable time frame.
PeopleSupport will be responsible for any *** caused by *** to planned ramp
down.

At least once per ***, Client and PeopleSupport shall conduct a *** to ensure
that PeopleSupport maintains the most updated and accurate training materials
available. Client is responsible for delivering updated training materials to
PeopleSupport on a regular basis.

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4 QUALITY ASSURANCE

PeopleSupport will provide a comprehensive quality management and assurance
process, including the following components:

- A custom Quality Assurance program designed for the Client's program

- A dedicated Quality Assurance (QA) team who together with an eRep's
supervisor will conduct QA monitoring.

- Weekly email coaching calibrations between PeopleSupport QA/Operations
Team and the Client.

- The frequency of monitoring will be commensurate with individual eRep
performance scores.

- Development of action plan for agents/teams that fall below the Client QA
standard.

- A "Best Practices" Training manual

- A program and eRep score card providing metrics and performance against
goals

- Monitoring of SR compliance across the program

PeopleSupport utilizes and maintains an in-house quality assurance manual. The
quality assurance manual is used to document internal and custom client
processes and procedures. PeopleSupport and Client will work together to
regularly update the QA manual based on the close loop feedback mechanism and
through the Calibration Sessions. The frequency of monitoring will be no less
than *** of sessions handled ***. Quality goals will be established within ***
business days after Live Date of any new program and reviewed *** thereafter.
Both Parties will mutually agree to maintain a quality monitoring system.
PeopleSupport shall assign and dedicate one Quality Assurance Specialist per ***
eReps.

4.1 QUALITY ASSURANCE REVIEW PROCESS

Quality Assurance reviewing will be conducted by the QA department and the
Operation Supervisors or Operation Shift Lead. Each *** the QA Analyst will have
a target number of sessions to complete. The Analyst may conduct a review
through the use of *** transcripts or *** sessions.

During an *** review session, the *** transcript is pulled up using a
PeopleSupport's *** and for the *** review session, the *** session is either
retrieved from a *** sessions or through *** monitoring session. Sessions are
analyzed and scored by QA Analyst on the QA Score Sheet. After this process, the
QA Analyst meets with the eRep to deliver targeted feedback on his/her
performance and provides coaching, if necessary. QA Score Sheet results
detailing individual and team performance are reported to the Supervisors in the
weekly team reports. Trending analysis will be provided to Client on a weekly
basis. Sessions that determine an eRep's behaviors or actions were non compliant
with Client requirements or expectations will require immediate delivery of
feedback to the eRep and his/her Supervisor for immediate coaching.

In addition, Operation Supervisors review a sample of sessions on a weekly
basis. This review process, is similar to the QA process and is documented on
the same score sheet. The feedback is given to the eRep either immediately or
during a later review session. The Supervisor provides positive feedback or any
necessary coaching. If remedial action is required, the Production Supervisor
may recommend coaching from a Subject Matter Expert, listening to other eReps
during sessions, or providing additional focused training. If the PeopleSupport
QA

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Analysts provide feedback that suggests global training is required,
PeopleSupport will work with Client to develop required curricula.

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5 TECHNOLOGY

5.1 TECHNOLOGY ARCHITECTURE AND SPECIFICATIONS

This section outlines the technical requirements for the integration of systems
and technologies in support of Client's operation at PeopleSupport.

The following diagram illustrates the agreed voice and data connectivity
architecture between Client and PeopleSupport facilities:

***

5.2 EMAIL TECHNOLOGY SUPPORT

PeopleSupport will provide support for Client's email by using PeopleSupport's
eShare email management system. PeopleSupport shall provide support for the
following Client mailboxes:

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NAME ADDRESS PROGRAM

***
***
Customer Service *** ***
***
***
Fax Service *** ***
Managed DNS *** ***
WSV *** ***
WSV Excel *** ***
WSV Intuit *** ***

It will be Client's responsibility to route these incoming emails to a
designated address on a dedicated PeopleSupport Mail Server. PeopleSupport will
initially support one queue for each mailbox listed above. Additional mailboxes
or queues may require a change order and carry applicable charges. PeopleSupport
will also support additional eShare queues to be used for escalations.

PeopleSupport shall provide support to Client using a dedicated mail server and
a dedicated eShare application server. Both the eShare application server and
email server shall have a redundant backup that is also dedicated for Client.

PeopleSupport shall provide Client *** of PeopleSupport's eShare application as
set forth in Appendix A of this SOW No. 3. Client will use eShare for updating
Client templates, handling escalations, and monitoring. PeopleSupport will
provide client with all files and documentation required to install and run the
eShare system. It shall be Client's responsibility to install the application on
Client designated workstations. PeopleSupport will provide client *** to be used
on the eShare systems. Client eShare logins will not have any administrative
capabilities beyond updating Client templates and categories.

At a future date, Client may elect to use Client's *** to process *** instead of
PeopleSupport's *** system. Should that change occur, the new process would need
to be documented in a change order.

The following diagram illustrates the *** and routing:

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***

1. Client's customers will submit email inquiries through the Internet
to Client hosted mailbox. These emails will be sent through the
Internet to Client's mail server.

2. The Client mail server will then auto-forward the messages across
the public Internet to the dedicated PeopleSupport mail server.

3. The incoming messages will be pulled from the PeopleSupport mail
server in the eShare email response system hosted by PeopleSupport.
The eShare system consists of a dedicated application server and
dedicated database server. PeopleSupport eReps will respond to the
emails through the eShare software on their desktop.

4. Outgoing email responses will be sent from eShare to the
PeopleSupport mail server. The mail server will then send the
outgoing messages through the Internet to the customers email
account.

5. Client's agents may connect to the PeopleSupport eShare system using
the eShare software installed on their desktop. Connectivity to the
PeopleSupport eShare servers will be over the public Internet.

5.3 VOICE TECHNOLOGY SUPPORT

PeopleSupport eReps will receive voice calls on behalf of Client. Calls may be
received on *** or routed directly to PeopleSupport from a *** depending on the
program being supported. Calls will be routed from a *** lines terminated at
PeopleSupport's *** in Los Angeles. Calls will be routed from the Los Angeles
*** at PeopleSupport to the Manila operations centers using PeopleSupport's
private voice network.

PeopleSupport provides the routing, capacity management, and delivery of all
calls to the Manila center utilizing our dedicated private network and its
tandem ***. Calls are escalated back to Client facilities using ***
mechanisms as furnished by Client or using a Client provided dial plan to place
US-based outbound calls.

Client may also make use of Client's *** server to intelligently route calls to
PeopleSupport. Client will house a *** and a *** in PeopleSupport's Manila
center to assist with call routing. Calls will be routed between PeopleSupport
and Client's Call

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Center based on agent availability and queue size. Client will maintain a
back-up routing mechanism in the event of a *** or network failure. Client will
be responsible for supporting and maintaining the ***.

PeopleSupport will provide and support the following VDNs and routing
requirements to support Client:

TOLL FREE
NAME NUMBER ROUTING PROGRAM

*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
*** *** *** ***
***
*** *** *** ***

For calls that are routed directly to PeopleSupport from Client's toll free
number, PeopleSupport will provide a recorded greeting of up to 10 seconds. Any
changes to these recordings will be subject to a documented change order.

REAL TIME CALL MONITORING

PeopleSupport provides a real-time Service-Observe and call monitoring
capability for all of its locations. This monitoring is password protected and
can be conducted anytime and from anywhere without the need for prior
arrangement with PeopleSupport. Client has been provided with live call
monitoring capability by dialing into ***.

*** and real time volumes can also be monitored via *** or PeopleSupport's
Intellicenter Analytics portal. Client will be able to retrieve *** statistics
from PeopleSupport's Intellicenter Analytics portal. In addition, Client can
access the *** system to observe real time split/skill statistics and
performance information. The PeopleSupport Intellicenter portal is the book of
record for all call performance statistics and billable activity for Client.

5.5 DATA CONNECTIVITY

Data connectivity will be through a *** via a Client provided, dedicated ***
connection. Client will also provide a *** to serve as a backup. Client will
provide all required *** to establish the *** connection between PeopleSupport's
data center *** and Client's data center.

It is Client's responsibility to ensure that the network connectivity between
Client's facility and PeopleSupport's data center is adequate to support the
required applications and user level. Client is responsible for *** associated
with *** between the Client *** and PeopleSupport's ***.

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PeopleSupport and client will both monitor the communication link between the
two data centers as well as applications supporting the client program.

All email routed to and from PeopleSupport email servers shall be ***.

5.6 CLIENT APPLICATIONS

PeopleSupport utilizes the following applications supplied by Client to provide
customer service for Client's customers:

1. *** server application used for looking *** history.

2. *** application used for looking up *** information. This is an
interim support tool that is scheduled to be decommissioned in ***.

3. *** - Web based application used to replicate most of the features
of

4. ***

5. *** application used for the *** accounts

6. *** applications used to record service request information and
inbound faxes.

Client represents and warrants that it has obtained all necessary rights for
PeopleSupport to use all Client provided systems, applications and materials,
and shall indemnify PeopleSupport against any claims arising out of Client's
failure to secure such rights for PeopleSupport. PeopleSupport is not
responsible for meeting agreed upon performance objectives and service levels
for a day in which PeopleSupport is unable to access Client provided systems.
Furthermore, Client remains responsible for the full daily rate of all eReps
assigned to support Client on any day, or portion thereof, that PeopleSupport is
unable to support Client due to Client system problems for more than ***. Daily
rate will be based on *** of the forecasted volume for all customer contact
methods.

5.6.1 CLIENT *** APPLICATION SERVERS

PeopleSupport houses *** servers to facilitate access to *** using the ***
interface. The *** application servers utilize a secure communication link with
Client's databases residing at Client's facilities. Two of the application
servers act as ***. The third application server acts as a *** for disaster
recovery purposes.

The *** Applications will be used to receive and process *** messages. It is
Client's responsibility to maintain and administer these servers and any
applications that reside on them. This includes *** accounts, conducting
regularly scheduled reboots, ensuring that servers are optimized to handle the
required usage, and any other support needed.

5.6.2 USE OF *** APPLICATION

PeopleSupport will utilize Client's *** software to manage and close all contact
related activity. *** will be created for all *** sessions. *** request will
only be created for inbound *** that need to be escalated to ***.

*** will be used to manage inbound faxes. Client's *** system will handle
routing of incoming faxes in to *** and assign them to the appropriate service
request. If *** is

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unable to assign the *** to a *** then it will be assigned to the general ***
queue. PeopleSupport eReps(TM) will need to regularly query *** to retrieve
incoming *** to be processed. PeopleSupport eReps(TM) will also need to monitor
the general queue to manually assign those *** to the appropriate ***.

Client will be responsible for application development, application support,
application performance and all associated maintenance and licensing issues
associated with its *** call management system. As the *** application has a
direct impact on PeopleSupport's ability to conduct its services and meet
program service levels, PeopleSupport and Client agree to follow the
PeopleSupport technical escalation procedures outlined in Attachment B of this
SOW No. 3 in order to resolve any technical issues. Client agrees to create,
modify and manage eRep logins, passwords and to conduct other application
administration promptly so as to not affect PeopleSupport's ability to utilize
the system for call management. Client agrees to a *** turn around period for
completion of all user administration specifically for updating and/or changing
existing *** and *** management systems.

5.6.3 *** SOFTWARE DISTRIBUTION

Client will require PeopleSupport to make regular updates to the *** system by
deploying updated files on eRep workstations. PeopleSupport requires a minimum
of *** advance notice prior to normal *** upgrade. However, PeopleSupport will
assist Client with emergency changes on a case by case basis on shorter notice.
PeopleSupport will manage the distribution of the updated files to eReps
workstation from Client files supplied on Client's network. Any *** upgrade
activities beyond a standard monthly upgrade consisting of copying upgraded ***
files may carry a professional services fee as defined in Appendix A of this SOW
No. 3.

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5.7 REPORTING AND DATA FEED

PeopleSupport will provide Client with *** to access a secure web site
containing the Intellicenter Analytics portal. Client may access all of
its reports for its account through the Intellicenter. All reports are
based on US Central Time (CT) standard. If Client wishes to have reports
generated on information not included in the PeopleSupport standard
reporting package, PeopleSupport can provide custom reporting. The
requirements, cost, and time frame required for development will be
determined by the Implementation Project Manager and will be submitted to
Client in writing for approval prior to commencement of development.

Information available on the Client Portal will be maintained on the
Portal for the following periods of time: thirty (30) days of Daily
Reports; 6 months of Weekly Reports; and 1 year of Monthly Reports. It is
Client's responsibility to keep and store such reports for future
reference. For a period of One (1) year, PeopleSupport will keep raw data
only.

PeopleSupport's standard email reports include the "Email Performance
Report". This report is generated on a *** basis with *** intervals. This
report includes the number of *** required to *** from *** for the ***,
and the number of ***. On the *** report this information is divided into
***. An example of the *** version of this report is included in Appendix
C.

In addition to providing standard reports, PeopleSupport will provide the
*** defined in Appendix C. PeopleSupport will post these reports to
PeopleSupport's Intellicenter Analytics Portal and on a *** basis the ***
version of these reports will be posted to PeopleSupport's FTP site.

Client will promptly and regularly provide PeopleSupport with reports
required to perform QA, validate forecasts, and monitor eRep utilization.
If Client data servers are fully operational at a minimum, Client will
provide PeopleSupport the following reports:

- On a daily basis, Client will provide PeopleSupport a list of the
number of faxes received, processed, the average time required to
process fax from time received until the fax is completely
processed, and the number of faxes pending by queue divided in to
half hour segments.

- On a daily basis, Client will also *** per queue.

- On the first business day of each month, Client will provide
PeopleSupport the number faxes processed by Queue, the number
processed in less than two hours, and the number processed in less
than six hours.

Alternatively, Client may provide PeopleSupport ***. Such a *** would be
delivered to PeopleSupport on a *** basis *** and contain details ***.

Client acknowledges and agrees that service level agreements relating to
fax customer contact will be waived if Client fails to provide
PeopleSupport with ***.

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5.8 ESCALATION OF TECHNOLOGY ISSUES

PeopleSupport and Client agree to follow the Technical Escalation Procedures
documented hereto as Appendix B for any technical issues that may arise
affecting Client's customer service operations.

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6 SECURITY

6.1 CLIENT SECURITY REQUIREMENTS

A. SECURITY
PeopleSupport will use *** to comply with the following: (a) use current
security to protect the PeopleSupport telecommunications system and any computer
system or network device that PeopleSupport uses to provide Services hereunder
against the *** (i) protecting against ***, (ii) securing the computer systems
and network devices, and (iii) protecting against ***; (b) with respect to any
of the Services or any other information or material, if any, provided by
PeopleSupport to Client via electronic mail, a website and/or otherwise via the
Internet (and/or to the extent PeopleSupport shall have access to Client's
and/or its Affiliates' electronic mail, website and/or other Internet systems),
provide security to *** that PeopleSupport accesses or uses to provide the
foregoing against the *** (i) protecting against ***, (ii) securing such server,
and (iii) protecting against *** of *** software; and (c) maintain *** and
provide general maintenance and monitoring of *** and implementation of *** set
changes and active *** monitoring of *** in order to identify attempted security
violations. In the event of an attempted security violation, PeopleSupport shall
notify Client as soon as reasonably possible.

B. INTRUSION DETECTION
PeopleSupport will use *** to use and follow the following intrusion detection
services and procedures: (a) provide intrusion detection services to detect
unauthorized access to or unauthorized activity on the PeopleSupport
telecommunications system as well as networks, computer systems and network
devices associated with the use of and access to the Client's call management
systems and databases. PeopleSupport will attempt to ensure that all intrusion
detection measures and systems are maintained and functional on a *** basis.
Intrusion detection services shall include, *** appropriate computer system
access logs and (b) notify Client as soon as reasonably possible of any
detected, potential or suspected intrusions in violation of this subsection B.

C. VIRUS PROTECTION
PeopleSupport will use *** to use and follow the following computer virus
detection/scanning services and procedures: (a) employ, implement and maintain
the then current *** program (including, without limitation, a feature to
prevent the spread of computer viruses between parties which access or exchange
data or files through network connectivity) prior to sending any data, files or
other material to Client and/or accessing or submitting the same to Client's
call management systems (singularly or collectively "Data Sending") and, upon
detecting *** and (b) install and use such computer virus detection/scanning on
all Data Sending mechanisms as well as at any other points reasonably requested
by Client.

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D. ACCESS CONTROL
PeopleSupport will use *** to use and follow the following access control
services and procedures: (a) implement measures to restrict *** systems to only
authorized personnel; (b) attempt to ensure that all eReps and other
PeopleSupport personnel who access or submit material to Client's *** are *** to
and *** by the PeopleSupport hosted systems and Client's *** (PeopleSupport
shall not use any ***); (c) enforce the principle of "***," namely, that
authorized personnel only have the level of access to Client's call management
systems required to perform their job functions in providing services to Client;
(d) in addition to any application, database or operating system level access
controls, *** encryption technology, e.g., *** (all encryption mechanisms
employed by PeopleSupport must be approved in advance, in writing, by Client);
(e) restrict access to all Client's customers' or providers' data, personally
identifiable information, and other data identified by Client as "sensitive" or
"confidential" stored on backup media, in hardcopy form or in any other format
to only those employees who require such access to accomplish their job
functions in performing the Services and store such data in a physically secure
location; and (f) remove all Client data and data identified as "***" from any
media, whether magnetic, optical or any other form, before disposing of such
media. (By way of example only, and without limitation, an acceptable form of
data removal for magnetic media would be degaussing.)

E. DATA INTEGRITY
PeopleSupport will use *** to provide the following data communication security
services: (a) ***.

F. NOTICE AND LOGS
PeopleSupport shall report actual or potential security violations or incidents
that impact Client to Client within *** of PeopleSupport's knowledge.

G. CLIENT SECURITY REQUIREMENTS
The service requirements, functions, security features and other requirements
set forth in Subsections A. through F. above, inclusive, shall be referred to
singularly or collectively as the "Client Security Requirements."

6.2 PEOPLESUPPORT SECURITY PRACTICES

A. PeopleSupport shall disclose to Client PeopleSupport's physical, personnel,
communications, data and operational and security policies, procedures and
methodologies and all hardware, software, telecommunications and other
technology used to implement such policies, procedures and methodologies,
including, without limitation, those related to network firewalls, access
control, system administration and maintenance, intrusion detection, virus
detection and

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eradication, data encryption, data backup, system restoration, redundant
systems, backup power and disaster recovery used by PeopleSupport to meet the
Client Security Requirements (singularly or collectively, "PeopleSupport
Security Practices").

B. To the extent required, PeopleSupport shall have *** days to phase in its
PeopleSupport Security Practices to meet the Client Security Requirements.
During (but not necessarily for the full extent of) any such period, Client may
conduct a review and audit of PeopleSupport's Security Practices. At the
conclusion of such audit ("Security Audit Completion"), Client may advise
PeopleSupport of suggested modifications or additions to its PeopleSupport
Security Practices in order to comply with the Client Security Requirements.
PeopleSupport agrees that beginning upon the Security Audit Completion it will
use commercially reasonable efforts to comply with the Client Security
Requirements. In addition, PeopleSupport agrees to work with Client to implement
acceptable recommendations that Client makes with respect to the PeopleSupport
Security Practices.

C. Client may conduct audits, upon a minimum of *** prior written notice and
during normal business hours so as not to materially effect PeopleSupport's
operation of its business, to determine PeopleSupport's state of compliance with
respect to obligations set forth in this Section.

6.3 NETWORK SECURITY

- Entrance to the PeopleSupport network is protected by firewalls. Access to
the production systems is granted on an as-needed basis, and is monitored
for any possible abuse or unauthorized users.

- Client equipment shall reside on a separate VLAN.

- Upon a minimum of *** prior written notice and during normal business
hours so as not to materially effect PeopleSupport's operation of its
business, PeopleSupport will permit Client to conduct an independent and
non-intrusive audit of its security policies, procedures and systems
including non-invasive penetration testing.

- PeopleSupport provides a Tier Three Physical Access Control facility, with
agents residing in a Tier Two Facility Physical Access Control Facility.

- PeopleSupport provides workstations, offices for management/Team Leaders
for this program and training/conference areas as well as telephones,
headsets and installation.

- PeopleSupport will provide advance notice, in writing, of any desire to
relocate Client's contact service operations to a new or different
facility(s). Any services rendered in any of the outsourcer facility other
than the initially agreed upon Primary Facility, must meet the standards
of performance and competency specified herein, with no degradation,
starting at the time the operations to other facilities, including but not
limited to installation of the necessary telecommunications facilities.

6.3 EREP BACKGROUND CHECK

PeopleSupport performs background checks on all PeopleSupport eReps. The
background checks include ***, request for submission of *** and reviews of
previous ***. Upon hiring, each PeopleSupport eRep signs proprietary
information, non-disclosure and inventions agreements.

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IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute and meet the deliverables outlined in this SOW No. 3.

NETWORK SOLUTIONS, INC.

/s/ Xxxx Xxxxxxxx
------------------------
Signature

Xxxx Xxxxxxxx
------------------------
Print Name

Executive Vice President
------------------------
Title

6/2/03
------------------------
Date

/s/ Illegible
------------------------
Signature

Contract Administrator
------------------------
Title

6-2-2003
------------------------
Date

PeopleSupport, Inc.

/s/ Xxxxx Xxxxxxxxxx
------------------------
Signature

CEO
------------------------
Print Name

Xxxxx Xxxxxxxxxx
------------------------
Title

May 23, 2003
------------------------
Date

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APPENDIX A - PRICING

The following pricing schedule is based on PeopleSupport handling email and
voice technical support for Client.

SERVICE PRICE

***
***
***

ALL PROGRAMS AND CUSTOMER CONTACT METHODS
- Per ***
Pricing includes ***

- Processing time for ***

$***

ALL PRICES INCLUDE***:
***
***
***
***
***
***
TRAINING
Course Development $***
***
*** $***
***
***
VOICE TELECOM FEES

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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SERVICE PRICE
------- -----

*** $***

***
DATA CONNECTIVITY FEES
Client will be responsible for all *** $***
TECHNOLOGY HOSTING FEES
PRICE INCLUDES: $***
- ***
- ***
- ***
- ***
- ***
PROFESSIONAL SERVICES, as requested by client
Technical services rendered to alter, change, update or $***
modify the Client Web Site, and PeopleSupport provided
software, the interface, Internet connectivity, to develop
or modify reports, *** upgrade deployment or for other
technical services.

ITEM DESCRIPTION
---- -----------

TRAVEL EXPENSES Client will promptly ***

MINIMUM MONTHLY ***
COMMITMENTS
or

$***

The above minimums shall apply to all programs and may apply
to any services defined in this SOW as well as other services
mutually agreed

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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to. The minimum fees set forth here are exclusive of ***
The term of this SOW No. 3 shall be from 5/1/03 till 3/31/04
unless sooner terminated as provided below. During the term
of this SOW No. 3, a party may terminate this SOW No. 3 if
there is a material default by the other party which remains
uncured for more than thirty (30) days following receipt of
written notice of such default; provided however that if the
alleged default cannot be reasonably cured within thirty (30)
days, then the thirty day period shall be extended to that
amount of time reasonably necessary to cure such default in
which case the defaulting party shall not be deemed to be in
material breach provided further that the defaulting party
shall have commenced reasonable actions to cure such default
during the initial notice period and continue to take such
actions after the expiration of the initial notice period.
Commencing on 10/1/03, either party may terminate this SOW
No. 3 for any reason upon 90 days prior written notice.

Contract Terms

Client agrees that PeopleSupport shall be its exclusive
outsourcer for the services contemplated in this agreement
and for other customer care services provided performance
expectations are met or exceeded for all outlined metrics.
During the course of the Agreement, Client shall enter into
no agreements with other outsourcers for heretofore-described
activities.

Client agrees to accept electronic invoices and will work in
good faith to pursue an electronic payment service for
payment of such invoices.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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APPENDIX B -- TECHNICAL ESCALATION PROCEDURES

PRIMARY TECHNICAL CONTACTS
PeopleSupport and Client have provided the following designated contacts that
are authorized to respond to technical emergencies and escalations:

CLIENT TECHNICAL ESCALATION INFORMATION

CELL HOURS
NAME ORGANIZATION EMAIL ADDRESS PHONE NO. PAGER NO. PHONE NO. ON CALL
---- ------------ ------------- --------- --------- --------- -------

NOC NSI *** *** ***
Dot Command NSI *** *** ***

NOTE: Name of mailbox subject to change
PEOPLESUPPORT TECHNICAL ESCALATION INFORMATION

CELL HOURS
NAME ORGANIZATION EMAIL ADDRESS PHONE NO. PAGER NO. PHONE NO. ON CALL
---- ------------ ------------- --------- --------- --------- -------

Helpdesk Help Desk *** *** N/A N/A ***

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

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PURPOSE AND SCOPE
PeopleSupport has established a set of standard Client Escalation Procedures
available to all clients. These escalation procedures are outlined below.
PeopleSupport has made an effort to address all operational aspects of providing
continued service to clients. However, we recognize that clients might require
additional procedures unique to their operational needs. To address these unique
requirements outside of the standard escalation procedures, PeopleSupport can
work with each client to create customized business resumption and escalation
procedures as needed.

This document serves as the standard PeopleSupport Client Escalation Procedure.
This procedure documents both Client and PeopleSupport responsibilities with
regards to notification, ongoing communication and correction of problems
arising from an outage in services caused by systems and internal operational
elements under the control of PeopleSupport or caused by external elements
outside of the direct control of PeopleSupport. Specifics as to the
PeopleSupport service (the "Service") to be provided to the Client are set forth
in Client's Statement of Work (SOW), which is incorporated, signed into and made
a part of the Agreement.

For reference, policies and procedures for system backup and recovery are stated
in the PeopleSupport Backup and Offsite Storage Policies document. The document
can be obtained by contacting your PeopleSupport Account Executive.

EVENT NOTIFICATION
PeopleSupport shall provide initial notice to a designated Client representative
by telephone, e-mail, pager or comparable notification service within 1 hour of
PeopleSupport becoming aware of an event that has caused or may cause an
unscheduled outage or security breach problem. Client must provide a valid pager
number, fax number, voice mail or email address to PeopleSupport Helpdesk for
this purpose. PeopleSupport will contact the NOC at designated contact phone
number or email addresses to report such activity.

Client is solely responsible for providing accurate contact information for
Client's designated point of contact. In the event Client first becomes aware of
such outage or security breach event, Client shall promptly provide initial
notice to PeopleSupport via the assigned PeopleSupport Helpdesk Number provided
to Client. In the event of critical outages, status reports about the event will
continue on the hour until either the event has been resolved or both
PeopleSupport and Client have determined a course of action that does not
require continued notification.

CLIENT TECHNICAL SUPPORT
PeopleSupport will provide 7x24 customer service in support of Client's customer
service solution via email, voice and voice mail for the purpose of these Client
Escalation Procedures. The customer service center can be used to log problem
reports or request assistance with system usage. Details of PeopleSupport and
Client responsibility for the applications and services are outlined in the SOW.

MONITORING SERVICES
Monitoring Services refer to the ability of PeopleSupport to observe the
performance and availability of system, application and network components of
the customer service solution in real-time and identifying problems with such
components that indicate an outage of services. PeopleSupport will perform 7x24
system-level monitoring, including polling of the hardware,

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operating system and applications in order to detect abnormal system conditions.
Key system metrics monitored by PeopleSupport include:

- Hardware malfunctions
- Server uptime
- File System and Space utilization
- CPU utilization
- Memory utilization
- Application Service availability
- Wide-Area network uptime
- Intrusion Detection and logging

For equipment directly under the control of PeopleSupport, PeopleSupport
utilizes hardware sparing and redundant equipment whenever possible to address
malfunctioning equipment outages.

PROBLEM CATEGORIES AND PRIORITIES
PeopleSupport has established a standard problem management procedure to
identify, categorize and track problems with the operational and hosted
solutions under its direct control. Problems are categorized and prioritized by
order of importance to our Clients. PeopleSupport assigns a case number to the
problem when a client initiates a problem report by notifying the PeopleSupport
Helpdesk.

The PeopleSupport Helpdesk can be reached at numbers listed at the beginning of
this document.

There are four categories of problems ranging from Emergency (Priority 1) to
Assistance (Priority 4.)

PRIORITY 1 - EMERGENCY: A major catastrophic system or network outage with
no known or accepted immediate workaround. All available resources are
applied to resolve the problem continuously. Examples of typical
emergencies are:

- Total outage of an application system, service or Voice
infrastructure

- Partial outage of an application system (e.g. more than 50% of
Client's users are affected) with considerable restrictions of use

- Loss of data, information integrity or interfaces

- Considerable loss of redundancy due to outage of communication
links, network, or server stand-by units.

- All security incidents with major impact to Client's operation at
PeopleSupport.

PRIORITY 2 - CRITICAL: A problem resulting from the system not meeting
technical specifications and/or performance. Portions or aspects of the
system are inoperable but the core portion of the system is available. All
resources are applied to resolve the problem continuously. Examples of
typical critical problems are:

- Unavailability of Reports

- Unavailability of voice lines, routing problems or system resource
issues

- Inability of some users to login to the system due to security or
access control issues

- Malfunction of a major feature of the system

- Security breaches and virus attacks with significant impact to
Client's operation at PeopleSupport.

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PRIORITY 3 - NON-CRITICAL: Problems, which require technical advice or a
solution for minor and non-emergency problems. A work around is available
and there are no major operational or security impacts. Resources are
applied to resolve the problem within mutually agreed upon timeframes
based on the nature of the problem.

PRIORITY 4 - ASSISTANCE: Minor, non-disruptive operational error or
function, general questions, or enhancement requests for new functionality
or a change in existing functionality with little immediate operational
impact. Resources are applied to resolve the problem within mutually
agreed upon timeframes based on the nature of the problem.

PROBLEM RESOLUTION RESPONSE TIMES
The following table indicates PeopleSupport's problem resolution goals. These
resolution goals apply to all problems related to systems and services under the
direct control of PeopleSupport. Problem resolution or workaround time commences
after the problem has been identified and reproduced by PeopleSupport. A Call
Back procedures is followed by PeopleSupport to notify clients affected by
priority 1-3 problems. Clients must provide PeopleSupport Helpdesk with up to
date contact information and a preferred method of communication for all
notifications. Client's primary contact shall have the authority to make
decisions on behalf of Client to facilitate a rapid resolution of all problems.

CALL BACK TIME AFTER CASE IS PROBLEM RESOLUTION OR WORKAROUND
OPENED BY PEOPLESUPPORT TIME AFTER PROBLEM IDENTIFICATION BY
CASE PRIORITY HELPDESK PEOPLESUPPORT
------------- -------- -------------

Priority 1 1 hour 4 hours
Priority 2 2 hour 12 hours
Priority 3 1 day 1 week
Priority 4 XXX XXX (typically 2-4 weeks)

IN PRIORITY 1 AND PRIORITY 2 CASES THAT ARE AS A RESULT OF PEOPLESUPPORT SYSTEM
PROBLEMS, PEOPLESUPPORT SHALL WORK AROUND THE CLOCK UNTIL A RESOLUTION OR
WORKAROUND IS REACHED.

All priority 1 problems are escalated internally as follows:

PRIORITY 1 CUSTOMER CARE OPERATIONS
IMPACT NEXT LEVEL MANAGER INFORMATION TECHNOLOGY
DURATION CONTACTED NEXT LEVEL MANAGER CONTACTED
-------- --------- ----------------------------

0-1 hour Account Supervisor On Call IT Support Engineer
> 1 hour Client Account Manager Manager of Help Desk
> 2 hours Center Director Director of Network Operations
> 4 hours Managing Director of Operations Chief Information Officer

In priority 3 cases, PeopleSupport shall use commercially reasonable efforts to
notify the Client and resolve problems as quickly as is reasonably practical.
Resolution to problems with priority 4 depends on the scope and nature of the
request (typically a programming or enhancement request) and cannot be
accurately forecasted. If a problem cannot be resolved permanently, a temporary
resolution will be implemented to the extent possible based on mutual agreement
with Client.

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ESCALATION AND PROBLEM RESOLUTION PROCEDURES

- IF THE SOURCE OF THE PROBLEM IS EXTERNAL TO PEOPLESUPPORT

When there is a site and/or system problem that is external to PeopleSupport
(such as unavailability of the Client Web Site or back-end application system or
tools):

A) Client shall notify the PeopleSupport Helpdesk within one hour of noticing
the outage.

B) PeopleSupport will "troubleshoot" the problem as appropriate to determine
the impact of the problem to systems and networks under the control of
PeopleSupport. If the problem is as a result of systems and facilities
outside the control of PeopleSupport, Client shall assign a designated
resource to PeopleSupport to address the problem within a mutually agreed
upon timeframe.

C) PeopleSupport shall contact Client's designated support staff to inquire
about the problem periodically until the problem is resolved. Client's
designated support entity must be listed at the beginning of this
document.

D) Client's designated support staff shall respond to PeopleSupport inquiries
with timely updates in 60-minute intervals until the problem is resolved.

In the event of a technical problem with Client's call tracking system, email
management system, or any Client system directly used by PeopleSupport eReps,
problems may have a direct impact on PeopleSupport's ability to meet the agreed
upon service levels. In such cases, PeopleSupport reserves the right to waive
the agreed upon Service Level measures or customer care as long as the problem
remains unresolved by the Client.

- IF THE SOURCE OF THE PROBLEM IS INTERNAL TO PEOPLESUPPORT

When there is a system or operational problem that is internal to PeopleSupport
(such as unavailability of the voice systems, applications or network access):

A) Client shall contact the PeopleSupport Helpdesk to report an exact detail
of the problem as soon as Client notices the problem. Or, wherein the only
available resource is PeopleSupport (i.e. weekends, or after hours),
PeopleSupport personnel shall notify Client via the NOC escalation process
of said disruptive service. A PeopleSupport Helpdesk Analyst will receive
the call and open a ticket for the problem under an assigned priority. In
the event that an Analyst is not reachable, a voice mail or Page may be
left for the on-call support analyst at PeopleSupport. The Helpdesk shall
return all voice mails and pages within 30 minutes.

B) PeopleSupport Analysts will "troubleshoot" the problem as appropriate to
determine if the problem is related to systems and networks under the
control of PeopleSupport. If the problem is as a result of systems and
facilities under the control of PeopleSupport, a designated resource from
PeopleSupport will be assigned to address the problem.

C) PeopleSupport Analyst shall notify Client's designated point of contact
within one hour of noticing an outage.

D) PeopleSupport Analyst shall provide Client with updates in 60-minute
intervals until the problem is resolved.

E) In the event of a major catastrophic impact to Client's operation at
PeopleSupport caused by systems under PeopleSupport's direct control,
PeopleSupport shall exercise the Client's agreed to Disaster Recovery plan
to resolve the problem.

F) For Priority 1, if the outage exceeds 24 hours and is in PeopleSupport's
control, PeopleSupport will provide Client with a credit equal to 5% of
the monthly invoice amount for the customer contact methods affected.

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SCHEDULE MAINTENANCE POLICY
To maintain and enhance PeopleSupport's hosted applications, network
infrastructure and communication systems, we have established a scheduled weekly
maintenance window. The time periods below represent a designated window of time
that scheduled and routine maintenance activity may be planned without prior
notice. PeopleSupport will attempt to minimize the impact of the scheduled
maintenances as much as possible without impacting system's future uptime and
availability. Though the systems might not become unavailable every week during
the scheduled times listed below, clients should assume and plan for momentary
outages during these timeframes accordingly.

DAY OF THE WEEK START TIME END TIME
Tuesday 10:00 PM (CST) 12:00 AM (CST)
Thursday 10:00 PM (CST) 12:00 AM (CST)
Sunday 12:00 AM (CST) 4:00
AM (CST)

In addition to regularly scheduled maintenance, PeopleSupport may at times
perform emergency maintenance. Whenever possible, PeopleSupport shall make
commercially reasonable efforts to provide Client with forty-eight (48) hours
prior notification of all scheduled maintenance procedures arising from
emergencies.

MODIFICATION OF ESCALATION PROCEDURES
Client acknowledges that from time to time, PeopleSupport may be required to
modify terms and conditions of this Client Escalation Procedure as required by
third-party vendors. PeopleSupport shall notify Client of any such Required
Modification. Client shall have five(5) business days to review such
modification and notify PeopleSupport of its acceptance or rejection of same.
Failure to affirmatively reject shall be deemed an acceptance under this
section.

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NON-DISCLOSURE AGREEMENT
PROPRIETARY INFORMATION

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EXHIBIT B

NSI NDA

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NON-DISCLOSURE AGREEMENT
Proprietary Information

This is an Agreement, effective October 2, 2000, 2000 between Network Solutions,
Inc. (hereinafter referred to as "NSI") and PeopleSupport, Inc,, a Delaware
corporation (hereinafter referred to as "PSI"). It is recognized that it may be
necessary or desirable to exchange information between NSI and PSI for the
purpose of discussing a possible Interactive Support Services Agreement. With
respect to the information exchanged between the parties subsequent to this
date, the parties agree as follows:

(1) "Proprietary information" shall include, but not be limited to,
performance, sales, financial, contractual and special marketing
information, ideas, technical data and concepts originated by the
disclosing party, not previously published or otherwise disclosed to the
general public, not previously available without restriction to the
receiving party or others, nor normally furnished to others without
compensation, and which the disclosing party desires to protect against
unrestricted disclosure or competitive use, and which is furnished
pursuant to this Agreement and reasonably believed by the " receiving
party to be Proprietary Information of the disclosing party.

(2) Each party covenants and agrees that it will keep in confidence, and
prevent the disclosure to any person or persons outside its organization
or to any unauthorized person or persons, any and all information which is
received from the other under this Non-Disclosure Agreement; provided
however, that a receiving party shall not be liable for disclosure of any
such information if the same:

A. Was in the public domain at the time it was disclosed,

B. Becomes part of the public domain without breach of this Agreement,

C. Is disclosed with the written approval of the other party,

D. Is disclosed after two years from receipt of the information,

E. Was independently developed by the receiving party,

F. Is or was disclosed by the disclosing party to a third party without
restriction, or

G. Is disclosed pursuant to the provisions of a court order.

As between the parties hereto, the provisions of this Paragraph 2 shall
supersede the provisions of any inconsistent legend that may be affixed to
said data by the disclosing party, and the inconsistent provisions of any
such legend shall be without any force or effect.

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Any protected information provided by one party to the other shall be used
only in furtherance of the purposes described in this Agreement, and shall
be, upon request at any time, returned to the disclosing party. If either
party loses or makes unauthorized disclosure of the other party's
protected information, it shall notify such other party immediately and
take all steps reasonable and necessary to retrieve the lost or improperly
disclosed information.

(3) The standard of care for protecting Proprietary Information imposed on the
party receiving such information, will be that degree of care the
receiving party uses to prevent disclosure, publication or dissemination
of its own proprietary information, but in no event less than reasonable
care.

(4) Neither party shall be liable for the inadvertent or accidental disclosure
of Proprietary Information if such disclosure occurs despite the exercise
of the same degree of care as such party normally takes to preserve its
own such data or information.

(5) In providing any information hereunder, each disclosing party makes no
representations, either express, or implied, as to the information's
adequacy, sufficiency, or freedom from defect of any kind, including
freedom from any patent infringement that may result from the use of such
information, nor shall either party incur any liability or-obligation
whatsoever by reason of such information, except as provided under
Paragraph 2, hereof.

(6) This Non-disclosure Agreement contains the entire agreement relative to
the protection, of information to be exchanged hereunder, and supersedes
all prior or contemporaneous oral or written understandings or agreements
regarding this issue. This Non-Disclosure Agreement shall not be modified
or amended, except in a written instrument executed by the parties.

(7) Nothing contained in this Non-Disclosure Agreement shall, by express
grant, implication, estoppel or otherwise, create in either party any
right, title, interest, or license in or to the inventions, patents,
technical data, computer software, or software documentation of the other
party.

(8) Nothing contained in this Non-Disclosure Agreement shall grant to either
party the right to make commitments of any kind for or on behalf of any
other party without the prior written consent of that other party.

(9) The effective date of this Non-Disclosure Agreement shall be the date upon
which the last signatory below executes this Agreement.

(10) This Non-Disclosure Agreement shall be governed and construed in
accordance with the laws of the State of California.

(11) This Non-Disclosure Agreement may not be assigned or otherwise transferred
by either party in whole or in part without the express prior written
consent of the other party, which consent shall not unreasonably be
withheld. This consent requirement shall not apply in the event either
party shall change its corporate name or merge with another corporation.
This Non-

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Disclosure Agreement shall benefit and be binding upon the successors and
assigns of the parties hereto.

(12) Both parties agree to take all reasonable precautions to prevent any
trading in Company securities by their respective officers, directors,
employees and agents having knowledge of the proposed transaction between
the parties until the proposed transaction has been sufficiently publicly
disclosed. The parties understand and agree that until a press release is
issued regarding a proposed transaction between the parties, neither party
will disclose the fact that negotiations are taking place, except to
professional advisors and to employees of the parties on a need-to-know
basis.

(13) It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this agreement by either party or any
of its representatives and that the non-breaching party shall be entitled
to equitable relief, including injunction and specific performance, as a
remedy for any such breach. Such remedies shall not be deemed to be the
exclusive remedies for a breach of this agreement but shall be in addition
to all other remedies available at law or equity. In the event of
litigation relating to this agreement, if a court of competent
jurisdiction determines that either party or any of its representatives
have breached this agreement, then the breaching party, shall be liable
and pay to the non-breaching party the reasonable legal fees incurred in
connection with such litigation, including an appeal therefrom.

Network Solutions Inc. PeopleSupport, Inc.

By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxxxxxx
---------------------- ------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxxxxx

Title: Purchasing Mgr. Title: CEO

Date: 10/6/00 Date: 12/4/00

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