TRANSITION
      AGREEMENT

    


    


    This
      TRANSITION AGREEMENT (the “Agreement”),
      is
      made as of December 15, 2006, by and between Das Family Holdings, a California
      corporation (“Licensor”),
      and
      BPOMS/HRO, Inc., a Delaware corporation (“Licensee”).

    


    R
      E C I T A L S:

    


    A. Immediately
      prior hereto, Licensor purchased BPO Management Services, Inc.’s interest in
      Research Engineers, Ltd. and certain other assets including, without limitation,
      the Internet domain name set forth on Exhibit
      A
      hereto
      (the “Domain
      Name”)
      and
      trademark set forth on Exhibit
      A
      hereto
      (the “Mark”
and
      collectively with the Domain Name, the “Marks”)
      pursuant to the terms and conditions of that certain Purchase Agreement dated
      August 29, 2006, as amended (the “Purchase
      Agreement”),
      between Licensor and BPO Management Services, Inc. (formerly netGuru, Inc.),
      a
      Delaware corporation (“Parent”).

    


    B. Licensee
      is a wholly-owned subsidiary of Parent.

    


    C. Licensee
      intends to continue to market and sell (i) certain engineering business process
      outsourcing services for the architecture, engineering, and construction (A/E/C)
      industry, (ii) document/project collaboration software/solutions for A/E/C
      companies, enterprise software providers, software integrators, and other
      businesses engaged in document/project-centric operations, and (iii) technical
      services and support (collectively, the “Business”).

    


    D. Licensee
      desires to obtain from Licensor and Licensor desires to grant to Licensee a
      temporary license to use the Marks in connection with the Business during the
      Term (as defined in Section 7 below), on the terms and subject to the conditions
      set forth herein.

    


    A
      G R E E M E N T:

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein and for other good
      and valuable consideration, the receipt and sufficiency of each of which are
      hereby acknowledged, the parties hereby agree as follows:

    


    1. Grant
      of License.
      Licensor hereby grants to Licensee, and Licensee hereby accepts, an exclusive,
      non-transferable, royalty-free license (the “License”)
      to use
      and display the Marks, and to use the Domain Name for the purpose of promoting
      the Business and directing customers or potential customers to an Internet
      web
      site or other computer server accessible via the Internet in connection with
      the
      Business, during the Term and subject to the restrictions on use set forth
      in
      Section 2 below. Licensee shall have no right to grant sublicenses of the Marks
      or to assign its rights hereunder to any other party except as expressly
      provided in Section 11(d) hereof.

    


    2. Restrictions
      on License of Marks; Likelihood of Confusion.

    


    (a) Licensee
      shall only use the Marks in connection with the operation and promotion of
      the
      Business in a manner consistent with its usage prior to the date hereof and
      for
      no other purpose whatsoever.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Licensee
      shall not adopt or use any word, name, mark or other designation that is likely
      to cause confusion with the Marks and shall not make any unlicensed use or
      file
      any application for registration of the Marks or any mark confusingly similar
      thereto anywhere in the world. Licensee shall not use or advertise the Marks
      in
      a manner which is likely to cause third parties to believe that Licensee is
      related to Licensor in any way other than as a holder of a license to the Marks.
      In the event that Licensor reasonably believes an action or practice undertaken
      by Licensee is likely to be confusing to third parties, Licensor may, in its
      sole discretion, require Licensee to cease and desist use of the Licensee in
      that manner, and Licensor and Licensee shall work together in good faith to
      modify such action or practice so as to comply with this Agreement.

    


    3. Consideration.
      The
      grant of the License hereunder is a requirement and inducement for Parent to
      consummate the transactions contemplated by the Purchase Agreement and, as
      such,
      the parties agree that this constitutes adequate consideration. Accordingly,
      Licensee shall not be required to pay a separate royalty or other charge for
      the
      License. 

    


    4. Title
      in Licensor.
      Licensee acknowledges Licensor’s use of the Marks and agrees that Licensee shall
      not acquire any right, title or interest in or to the Marks by virtue of the
      License or through Licensee’s use of the Marks other than the right to use such
      Marks to the extent expressly provided under this Agreement. Licensee agrees
      that it shall not (a) assert any claim to the Marks other than as a licensee
      as
      expressly provided herein, (b) contest in any way Licensor’s ownership of or
      right to use such Marks, or (c) take any action or any position inconsistent
      with such ownership.

    


    5. Quality
      Control.
      Licensee agrees to use the Marks only in connection with the purpose for which
      they are intended, which purpose shall not reflect adversely upon the good
      name
      of Licensor or the goodwill and reputation associated with the
      Marks.

    


    6. Infringement
      by Third Parties.
      If
      Licensee learns of any infringement of the Marks or of the existence, use or
      promotion of any mark or design that is confusingly similar to the Marks by
      any
      third party, or believes that any third party may be so infringing the Marks
      or
      using or promoting any such confusingly similar mark or trade name, Licensee
      shall promptly give Licensor notice in accordance with Section 11(c). If
      Licensor elects to take action against any infringement, Licensee shall, at
      Licensor’s cost, render all reasonable assistance to Licensor in connection
      therewith.

    


    7. Term.
      The
      term of this Agreement (the “Term”)
      shall
      be for a period commencing on the date hereof and expiring on March 31, 2007,
      except in the event that (a) the parties hereto mutually agree to terminate
      this
      Agreement in which event the Term shall terminate at such agreed upon time,
      (b)
      Licensee materially breaches this Agreement in which case the Agreement shall
      terminate immediately, (c) Licensor materially breaches this Agreement in which
      case the Agreement may be terminated at the election of Licensee, (d) an Event
      of Default occurs under that certain secured promissory note in principal amount
      of $125,000 made in favor of Licensor dated the same date hereof, in which
      case
      the Agreement shall terminate immediately, or (e) Licensee is no longer a
      wholly-owned subsidiary of Parent, Licensee discontinues its business, makes
      an
      assignment for the benefit of creditors, files a petition under Section 11
      of
      the United States Bankruptcy Code (or any successor thereto), is adjudicated
      bankrupt or insolvent, a petition in bankruptcy is filed against Licensee that
      is not dismissed within sixty (60) days, a receiver or trustee is appointed
      for
      Licensee’s business or property or there is a permanent cessation of business by
      Licensee, in which case the Agreement shall terminate immediately. For purposes
      of this Agreement, a material breach shall be deemed to have occurred, among
      other things, if Licensee fails to comply with its obligations under Section
      8(b) hereof. Upon termination of this Agreement (or the Term with respect to
      the
      Mark or Domain Name individually), the License to use such Mark or Domain Name
      shall automatically terminate and Licensee shall immediately cease and forever
      refrain from usage of such Mark or Domain Name, as applicable, and any other
      name or mark (whether or not violative of Section 2(b)) so similar to the Marks
      as to be likely to cause confusion with the Marks. The provisions of Sections
      2(b), 4, 7, 9, 10 and 11 shall survive the expiration or sooner termination
      of
      this Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    8. Licensee
      Obligations and Covenants.

    


    (a) Licensee
      shall use the Marks consistent with past practices in the Business.

    


    (b) Licensee
      shall enter into a web site hosting agreement whereby Licensee, at its sole
      cost
      and expense, shall provide for reasonably satisfactory hosting of the Domain
      Name website during the Term as well as related e-mail services (including
      customary service level guarantees consistent with past practice). Additionally,
      as part of such obligation, Licensee shall ensure that the Domain Name website
      includes prominent disclosure and an active link to Licensor’s designated
      website (in a form pre-approved by Licensor).

    


    (c) Licensee
      shall not make any separate agreement with any third party that is inconsistent
      with any of the provisions of this Agreement.

    


    (d) Licensee
      shall not conduct the Business in violation of any laws, regulations or
      ordinances that are applicable in the countries and territories within which
      the
      Business operates.

    


    9. Licensor
      Representations.
      LICENSOR MAKES, AND LICENSEE RECEIVES, NO REPRESENTATIONS, WARRANTIES OR
      CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, WITHOUT
      LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE OR NONINFRINGEMENT OF A THIRD-PARTY RIGHTS, OR THEIR EQUIVALENTS UNDER
      THE LAWS OF ANY JURISDICTION.

    


    10. Indemnification.
      Except
      for claims of infringement by third parties, which claims are not subject to
      indemnification under this paragraph, Licensee agrees to indemnify, hold
      harmless and defend Licensor from and against all suits, actions, claims,
      damages, liabilities, costs and expenses including reasonable attorney’s fees,
      court costs and other legal expenses arising out of or connected with the use,
      production, packaging, sale, distribution, consumption or rendering of any
      goods
      or services which are produced, packaged, sold, distributed or rendered by
      or on
      behalf of Licensee under the Marks.

    


    11. Miscellaneous.

    


    (a) Severability.
      If any
      provision of this Agreement shall be held unenforceable, either by operation
      of
      law or otherwise, the remainder of the Agreement shall nevertheless remain
      in
      full force and effect, it being the intent and Agreement of the parties that
      this Agreement will be deemed to have been amended by modifying such provision
      to the extent necessary to render it valid, legal and enforceable while
      preserving its intent or, if such modification is not possible, by substituting
      therefore another provision that is legal and enforceable and that achieves
      the
      same objective.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) No
      Waiver.
      No
      express or implied waiver by any party of any provision of this Agreement or
      of
      any breach or default of the other party shall constitute a continuing waiver,
      and no waiver by any party shall prevent such party from enforcing any and
      all
      other provisions of this Agreement or from acting upon such other provisions
      or
      upon any other or subsequent breach or default by the other party. 

    


    (c) Notices.
      All
      notices, demands, requests, consents, statements, satisfactions, waivers,
      designations, refusals, confirmations, denials and other communications that
      may
      be required or otherwise provided for or contemplated hereunder shall be in
      writing and shall be deemed to be properly given and received (i) upon delivery,
      if delivered in person or by facsimile transmission with receipt acknowledged,
      (ii) one (1) business day after having been deposited for overnight delivery
      with Federal Express or another comparable nationally-recognized overnight
      courier service, or (iii) three (3) business days after having been deposited
      in
      any post office or mail depository regularly maintained by the U.S. Postal
      Service and sent by registered or certified mail, postage prepaid, addressed
      as
      follows:

     

    
      
        	
                If
                  to Licensor:

              	
                If
                  to Licensee:

              
	 	 
	
                Das
                  Family Holdings

              	
                BPOMS/HRO,
                  Inc.

              
	
                6837
                  E. Horizon Drive

              	
                22700
                  Savi Ranch Parkway

              
	
                Orange,
                  California 92867

              	
                Yorba
                  Linda, California 92887

              
	
                Fax
                  No.: (714) 464-5352

              	
                Fax
                  No.: (714) 974-4771

              
	
                Attn:
                  Chief Executive Officer

              	
                Attn:
                  Chief Executive
                  Officer

              


      

    

     

    or
      such
      other person or persons at such address or addresses as may be designated by
      written notice to the other parties hereunder.

    


    (d) Transferability.
      Licensee shall not be free to transfer the rights or obligations under this
      Agreement to any other party, whether by sale, operation of law, pledge,
      assignment, or otherwise, without obtaining the prior written consent of
      Licensor. A “Change in Control” of Parent (as hereinafter defined) shall be
      deemed a transfer by Licensee under this agreement, and shall require the prior
      written consent of Licensor. A “Change
      in Control”
shall
      mean (i) the acquisition, directly or indirectly, by any person or group (within
      the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
      amended) of the beneficial ownership of securities of Parent possessing more
      than fifty percent (50%) of the total combined voting power of all outstanding
      securities of Parent; (ii) a merger or consolidation in which Parent is not
      the
      surviving entity, except for a transaction in which the holders of the
      outstanding voting securities of Parent immediately prior to such merger or
      consolidation hold, in the aggregate, securities possessing more than fifty
      percent (50%) of the total combined voting power of all outstanding voting
      securities of the surviving entity immediately after such merger or
      consolidation; (iii) a reverse merger in which Parent is the surviving entity
      but in which securities possessing more than fifty percent (50%) of the total
      combined voting power of all outstanding voting securities of Parent are
      transferred to or acquired by a person or persons different from the persons
      holding those securities immediately prior to such merger; (iv) the sale,
      transfer or other disposition (in one transaction or a series of related
      transactions) of all or substantially all of the assets of Parent; or (v)
      approval by the stockholders of a plan or proposal for the liquidation or
      dissolution of Parent.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (e) Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns.

    


    (f) Amendments.
      No
      modification or amendment of this Agreement shall be valid or binding on the
      parties unless such modification or amendment shall be in writing signed by
      the
      party or parties against whom the same is sought to be enforced. 

    


    (g) Further
      Assurances.
      Each
      party hereby covenants and agrees that it shall execute and deliver such
      additional agreements and other documents, and take such further acts, as may
      be
      necessary or desirable in order to implement any of the provisions of this
      Agreement. 

    


    (h) Counterparts.
      This
      Agreement may be executed in counterparts, each such counterpart shall be deemed
      an original, and all of which, when taken together, shall constitute one and
      the
      same instrument, and each party hereby covenants and agrees to execute all
      duplicates or replacement counterparts of this Agreement as may be
      required.

    


    (i) Costs
      and Expenses.
      Unless
      otherwise provided in this Agreement, each party shall bear all fees and
      expenses incurred by it in connection with this Agreement or its performance
      hereunder.

    


    (j) Title
      and Captions.
      Section
      titles or captions contained in this Agreement are inserted only as a matter
      of
      convenience and for reference purposes and in no way define, limit, extend
      or
      describe the scope of this Agreement or the intent of any provisions
      thereof.

    


    (k) Applicable
      Law.
      The
      Agreement shall be deemed made in, and governed by, the laws of the State of
      California and in the event of a dispute, each party hereby consents to the
      jurisdiction of the appropriate federal or state courts located in the State
      of
      California, county of Orange, to resolve such dispute.

    


    (l) Specific
      Performance.
      Licensee agrees that money damages would not be a sufficient remedy for any
      breach of this Agreement by Licensee and that Licensor shall be entitled to
      equitable relief, including injunction and specific performance, as a remedy
      for
      any such breach or threatened breach. Such remedies shall not be deemed to
      be
      Licensor’s exclusive remedies for a breach of this Agreement but shall be in
      addition to all other remedies available to Licensor at law or in
      equity.

    


    (m) Attorneys’
      Fees.
      In
      the
      event of any litigation or other legal proceeding relating to this Agreement,
      the prevailing party in such proceeding shall be entitled to receive from the
      other party its reasonable attorneys’ and other professionals’ fees and
      costs,
      including fees and costs incurred in connection with such litigation and any
      appeal therefrom and costs of collection.

    


    (n) Entire
      Agreement.
      The
      parties acknowledge that this Agreement constitutes the entire agreement between
      the parties in respect of the matters contemplated herein, and supersedes all
      prior agreements and merges all prior discussions between them.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    [Signature
      Page Follows]

    


     

     

     

    
 

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Transition Agreement to be signed
      by their respective duly authorized officers as of the date first written
      above.

    


    Das
      Family Holdings,

    a
      California corporation

    


    By: /s/_________________________________

    


    Print
      Name: _____________________________

    


    Its:
      ___________________________________

    


    


    


    BPOMS/HRO,
      Inc., 

    a
      Delaware corporation

    


    By: /s/________________________________

    


    Print
      Name: ____________________________

    


    Its:
      __________________________________

    


    


     

     

    

 

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    Marks

    


    


    netGuru,
      Inc.

    netguru.com