SECURED
      PROMISSORY NOTE

    


    
      	
              $125,000.00

            	
              December
                15, 2006

            


    

    


    FOR
      VALUE
      RECEIVED, BPO Management Services, Inc., a Delaware corporation (formerly
      netGuru, Inc., “Maker”), promises to pay to Das Family Holdings, a California
      corporation (“Payee”), or order, at 1290 N. Hancock Street, Anaheim, California
      92807-1924, or elsewhere as Payee shall hereafter designate by written notice
      to
      Maker, in lawful money of the United States of America, the sum of One Hundred
      Twenty-Five Thousand Dollars ($125,000.00) on March 31, 2007, plus simple
      interest at ten percent (10%) per annum, but in any case, not to exceed the
      maximum rate permitted by law. All sums owing hereunder are payable in lawful
      money of the United States of America.

    


    Pursuant
      to the Uniform Commercial Code (“UCC”), Maker hereby grants to Payee a first
      priority security interest in the main operating bank account of Maker (and
      any
      successor account or accounts thereto) and all proceeds thereof (the
“Collateral”). Maker covenants and agrees that substantially all of its and its
      subsidiaries’ operating capital shall be contained in the account included as
      Collateral during the term of this Note. To the extent that a new main operating
      bank account is established, such account shall be included in the Collateral
      and Maker shall execute all documents and perform all actions reasonably
      requested by Payee to satisfy such obligation. The Collateral shall secure
      payment and performance of the obligations of Maker set forth herein. Maker
      shall execute and deliver to Payee at any time or times hereafter at the request
      of Payee, all financing statements or other documents (the “Security
      Instruments”), and take all further action which may be reasonably necessary or
      desirable to perfect and keep perfected the first priority security interest
      in
      the Collateral granted by Maker to Payee and to protect and preserve the
      Collateral and Payee’s security interest therein. Without limiting the
      generality of the foregoing, Maker acknowledges and agrees that, (a) on or
      before December 19, 2006, Payee or Maker shall file one or more UCC Financing
      Statements on Form UCC-1 with such governmental authorities as Payee determines,
      in its sole discretion, to be appropriate, in order evidence the security
      interest granted to it in any Collateral for which perfection requires or
      permits such a filing; and (b) Maker and Payee shall use reasonable best efforts
      to enter into an account collateral agreement with the bank in which the
      Collateral is held, in a form mutually agreeable to Maker, Payee and the bank,
      by December 20, 2006 or as soon as practicable thereafter. Notwithstanding
      the
      foregoing, Maker hereby authorizes Payee to file such Security Instruments
      without the signature of Maker.

    


    Maker
      shall not create, incur, or allow any other lien or encumbrance on the
      Collateral without Payee’s prior written consent; provided, however, that if any
      such lien or encumbrance is expressly subordinate to Payee’s security interest
      and is the subject of an intercreditor agreement in form and substance
      satisfactory to Payee, then such consent shall not be unreasonably withheld
      or
      delayed.

    


    Upon
      payment in full of the outstanding principal balance and accrued interest
      herein, Payee shall promptly execute and deliver to Maker such documents,
      instruments, termination statements and releases as shall be requested by Maker
      in order to terminate and discharge all of the liens, security interests and
      encumbrances created by or pursuant to this Note.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Upon
      the
      occurrence of an Event of Default (as defined below), Payee may exercise all
      rights or remedies that lenders may have as secured parties under the UCC.
      All
      proceeds from the Collateral, and all other amounts received by Payee pursuant
      to the terms of this Note, unless otherwise expressly required by law or
      regulation, shall be applied as follows: (i) First, to the payment of all
      expenses reasonably incurred by Payee in connection with Payee’s foreclosure on
      the Collateral, including, but not limited to, the expenses of taking possession
      of the Collateral and all court costs and all reasonable legal fees of Payee
      in
      connection therewith; (ii) Second, to the payment of all secured obligations
      owed to Payee which are due and are unpaid; and (iii) Third, the balance, if
      any, to Maker.

    


    No
      delay
      or omission by Payee in exercising any right or remedy hereunder or with respect
      to any obligation of Maker to Payee secured hereunder shall operate as a waiver
      thereof or of any other right or remedy available to Payee, and no single or
      partial exercise thereof shall preclude any other or further exercise thereof
      or
      the exercise of any other right or remedy. All rights and remedies of Payee
      hereunder are cumulative.

    


    The
      occurrence of any of the following shall constitute an “Event of Default.”
Should the Maker, or any successors and assigns thereof:

    


    (a) file
      a
      petition in voluntary bankruptcy or for an arrangement or reorganization
      pursuant to the bankruptcy laws of the United States, or any similar law, state
      or federal, whether now or hereafter existing (hereafter referred to as a
“bankruptcy proceeding”);

    


    (b) fail
      to
      obtain a vacation or stay of any involuntary bankruptcy proceeding within
      forty-five (45) days, as hereinafter provided;

    


    (c) fail
      to
      pay, or admit in writing its inability or refusal to pay, its debts as they
      become due;

    


    (d) have
      a
      trustee or receiver appointed for or have any court take jurisdiction of its
      property, or the major part thereof, in any involuntary proceeding for the
      purpose of reorganization, arrangement, dissolution or liquidation if such
      trustee or receiver shall not be discharged or if such jurisdiction be
      relinquished, vacated or stayed on appeal or otherwise within forty-five (45)
      days;

    


    (e) fail
      to
      perform, comply with or observe any material agreement or obligation to be
      performed or complied with by it hereunder (other than as set forth in
      subparagraph (f) below); provided,
      however,
      that
      upon the occurrence of the foregoing event, Payee shall give Maker prior written
      notice that such occurrence shall constitute an Event of Default, and the
      opportunity to cure such occurrence within five (5) business days thereafter
      (unless such default is incapable of cure);

    


    
      
         

      

      
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    (f) fail
      to
      pay when due any principal, interest, fees, costs, expenses or other amounts
      payable hereunder; or

    


    (g) make
      an
      assignment for the benefit of its creditors.

    


    Upon
      the
      occurrence of any such Event of Default, the entire unpaid balance of principal
      on this Note, together with all accrued interest thereon, shall be due and
      payable either immediately or at any time during the continuance of such Event
      of Default, at the option of Payee. Additionally, the interest rate thereon
      shall automatically increase to eighteen percent (18%) per annum until the
      same
      shall be paid, but in any case, not to exceed the maximum rate permitted by
      law. Failure
      to exercise this option shall not constitute a waiver of the right to exercise
      the same upon the occurrence of any subsequent such Event of
      Default.

    


    Except
      as
      set forth herein, demand, notice of demand, presentation for payment, notice
      of
      non-payment or dishonor, protest and notice of protest are hereby waived by
      Maker.

    


    Maker
      shall have the right to prepay this Note in whole or in part, without penalty,
      at any time and from time to time, prior to the maturity date
      hereof.

    


    This
      Note
      shall bind Maker and Maker’s heirs, representatives, successors and assigns and
      the benefits hereof shall inure to Payee and Payee’s successors and assigns;
      provided, however, that Maker shall not assign its obligations under this Note,
      by operation of law or otherwise, without Payee’s prior written
      consent.

    


    If
      any
      term or provision of this Note or the application thereof to any person or
      circumstances shall, to any extent, be invalid or unenforceable, the remainder
      of this Note, or the application of such term or provision to persons or
      circumstances other than those as to which it is held invalid or unenforceable,
      shall not be affected thereby. Each term and provision of this Note shall be
      valid and enforceable to the fullest extent permitted by law.

    


    In
      any
      action or proceeding arising out of or related to this Note, or the transactions
      contemplated hereby, the prevailing party therein shall be entitled to recover
      from the other party the reasonable attorneys’ and paralegals’, accountants’ and
      experts’ fees, court costs, filing fees, publication costs and other expenses
      incurred by the prevailing party in connection therewith, at trial and all
      appellate proceedings, and in all bankruptcy, administrative and similar
      proceedings.

    


    Time
      is
      of the essence with respect to every provision hereof.

    


    Any
      notice, approval, request, authorization, direction or other communication
      under
      this Note shall be given in writing and shall be deemed to have been delivered
      and given for all purposes (i) on the delivery date if delivered personally
      to the party to whom the same is directed or transmitted by facsimile with
      confirmation of receipt, (ii) one (1) business day after deposit with a
      commercial overnight carrier, with written verification of receipt, or
      (iii) five (5) business days after the mailing date, whether or not
      actually received, if sent by U.S. mail, return receipt requested, postage
      and
      charges prepaid, to the address of the Payee set forth herein or to Maker at
      22700 Savi Ranch Parkway, Yorba Linda, California 92887 (or at such other
      address as may be communicated to the notifying party in writing).

    


    
      
         

      

      
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    This
      Note
      shall be governed by and interpreted and enforced pursuant to the laws of the
      State of California applicable to agreements made and to be performed in
      California, without giving effect to principles of conflict of laws. Maker
      consents to the jurisdiction of the Orange County, California Superior Court
      and
      the United States District Court located in Orange County, California as the
      venue with respect to any dispute or controversy arising under or in connection
      with this Note.

     

    
      	 	 	 
	 	
              BPO
                MANAGEMENT SERVICES, INC.,

              a
                Delaware corporation (formerly netGuru, Inc.)

            
	 
 	 
 	 
 
	 	By:  	/s/ 
James
              Cortens
	 	
              
James
              Cortens, President
	 	 


    

    


     

     

     

    
      
         

      

      
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