OUTSOURCING
      SERVICES AGREEMENT

    


    


    by
      and between

    


    


    DAS
      FAMILY HOLDINGS


    


    and


    


    BPO
      MANAGEMENT SERVICES, INC.


    


    


    


    


    dated
      as of December 15, 2006

    


    


    


     

    


    

 

    
      
         

      

      
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    OUTSOURCING
      SERVICES AGREEMENT

    


    


    This
      Outsourcing Services Agreement (the “Agreement”)
      is
      made this 15th
      day of
      December, 2006 (the “Effective
      Date”),
      between Das Family Holdings, a company incorporated in India (hereinafter
“PROVIDER”)
      and
      BPO Management Services, Inc., a Delaware corporation (formerly netGuru, Inc.,
      hereinafter “CLIENT”).

    


    WHEREAS,
      PROVIDER is in the business of providing technical expertise in information
      technology, and business process outsourcing, and other technical consulting
      services; and

    


    WHEREAS,
      CLIENT desires to use PROVIDER’s services, such as computer software
      programming, systems analysis, design project management, business process
      (the
“Services”),
      and
      PROVIDER agrees to provide such Services to CLIENT.

    


    Accordingly,
      in consideration of the promises and covenants set forth below, the parties
      agree as follows, intending to be legally bound:

    


    1. Scope
      of Agreement. 

    


    a. PROVIDER
      agrees to provide the Services to CLIENT as specified in one or more Statements
      of Work that may be executed from time to time by PROVIDER and CLIENT, as more
      further described in Section 9 herein. In the event of a conflict between the
      terms provided in any such Statement of Work and the terms of this Agreement,
      the terms of this Agreement shall prevail, except for the fee structure where
      the Statement of Work shall control. CLIENT reserves the right to modify the
      Services required under an executed Statement of Work from time to time, as
      its
      business needs change, and any increase or decrease in Services required from
      CLIENT shall be reflected in adjustments to the fees provided in the applicable
      Statement of Work. All such changes shall be provided in a revised Statement
      of
      Work executed by PROVIDER and CLIENT, and by this reference shall be attached
      as
      an amended Addendum hereto and made a part hereof.

    


    b. The
      Services shall be performed accurately in accordance with generally accepted
      standards in the Services industry in the United States and in compliance with
      instructions from CLIENT. Services performed will be subjected to proper quality
      assurance procedures, which shall be set forth in the applicable Statement
      of
      Work. 

    


    c. PROVIDER
      shall provide personnel adequately trained in the Services. PROVIDER agrees
      that
      all personnel assigned to work on CLIENT projects shall undergo ongoing
      development and training to ensure current knowledge regarding the
      Services.

    


    d. PROVIDER
      shall abide by CLIENT’s policies and procedures for the purpose of ensuring that
      information obtained by PROVIDER in the course of performing Services under
      this
      Agreement shall be kept confidential and shall not be disclosed except as
      required by law and as necessary for the performance of PROVIDER’s obligations
      hereunder.

    


    
      
         

      

      
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    e. PROVIDER
      will assign an Account Manager in India to work with CLIENT and assume complete
      responsibility for the account.

    


    2. Term.
      This
      Agreement shall be effective upon its execution by both parties and shall remain
      in effect for an initial period of 12 months (the “Term”).
      This
      Agreement shall automatically renew for successive periods of one year, unless
      and until terminated by either party as provided below.

    


    3. Intellectual
      Property. 

    


    a. CLIENT
      warrants that the use by PROVIDER of any and all materials furnished by CLIENT
      to PROVIDER under this Agreement will not violate or conflict with any
      intellectual property rights of any third parties including, but not limited
      to,
      copyrights, patents and trademarks. To the extent applicable hereunder, CLIENT
      warrants that it is authorized to permit PROVIDER to use all relevant code
      for
      the purposes of performing services hereunder.

    


    b. All
      original works of authorship, trade secrets and know-how that are conceived,
      originated or developed by PROVIDER or its employees, agents, consultants or
      subcontractors (whether alone or in combination with others), directly as a
      result of the Services rendered to CLIENT hereunder (collectively,
“Inventions”), shall be the sole and exclusive property of CLIENT and shall be
      considered “Works Made for Hire”, and PROVIDER hereby assigns to CLIENT any
      rights it may have or acquire in such Inventions. PROVIDER agrees to (and shall
      cause its employees, agents, consultants or subcontractors to) execute any
      and
      all documents which CLIENT deems necessary to transfer or assign such rights
      to
      CLIENT.

    


    4. Confidential
      Information. 

    


    a. For
      purposes of this Agreement, “Confidential Information” shall mean any
      information that relates in any way to the business of the disclosing party,
      its
      client’s or patients of its clients, including, without limitation, (i)
      financial information pertaining to the disclosing party or its clients; (ii)
      the identity of the disclosing party’s actual or potential clients or any of the
      individuals associated with or employed by them; (iii) proposals, quotes,
      requests for quotes, marketing plans, and financial analysis; (iv) the facts,
      terms and copies of any of the disclosing party’s agreements with its clients,
      with the receiving party or with others; (v) all written information regarding
      the disclosing party or its client’s furnished to the receiving party; (vi) all
      proposed campaigns, products, plans, techniques or ideas developed by the
      disclosing party and revealed to the receiving party in connection with the
      business of the disclosing party; (vii) referral sources and fee structure;
      and
      (viii) intellectual property, specifically pertaining to certain processes
      that
      are documented and identifiable as unique to their business and not generally
      common practice in the disclosing party’s industry. For the purpose of this
      Agreement, “disclosing party” shall mean the party furnishing Confidential
      Information to the other party to this Agreement and “receiving party” shall
      mean the party furnished with Confidential Information by the other party to
      this Agreement. 

    


    b. “Confidential
      Information” shall not include: (i) information which is now publicly available
      or which later becomes publicly available through no fault of the receiving
      party (but only after it has become publicly available); (ii) information which
      was already known to the receiving party before disclosure by the disclosing
      party or its clients; (iii) information which is lawfully obtained by the
      receiving party from a third party, not an agent, employee or affiliate of
      the
      other party; or (iv) information which is developed independently by the
      receiving party’s employees who have not had access to the information disclosed
      by the disclosing party.

    


    
      
         

      

      
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    c. The
      receiving party agrees that it shall: (i) not use any of the Confidential
      Information other than for the purpose of performing the Services; (ii) not
      disclose any Confidential Information to any party without the prior written
      consent of the disclosing party; (iii) retain Confidential Information in the
      strictest of confidence and limit internal dissemination of the Confidential
      Information to individuals whose duties justify the need to know such
      Confidential Information in connection with the performance of the Services
      and
      who have been informed of their obligation to maintain the secrecy of such
      Confidential Information and have agreed in writing to abide by such obligation;
      and (iv) limit external dissemination of the Confidential Information outside
      of
      the receiving party to such legal, banking, technical or other advisors whose
      functions in assisting the receiving party justify the need to know such
      Confidential Information and who have been informed of their obligation to
      maintain the secrecy of such Confidential Information and have agreed in writing
      to abide by such obligation. Upon the disclosing party’s request at any time,
      the receiving party will promptly return to the disclosing party any and all
      Confidential Information that the receiving party then has in its possession,
      without retaining any copies, samples or other tangible records.

    


    d. No
      right
      to the Confidential Information is granted, and nothing contained in this
      Agreement shall be construed as creating an express or implied license to use
      the Confidential Information for any purposes other than performing the
      Services.

    


    e. The
      parties shall cooperate to comply with all laws regarding confidentiality and
      security of health care information.

    


    f. PROVIDER
      may disclose CLIENT’s confidential information if directed to do so by a court
      order or government agency, provided, however, that PROVIDER will only disclose
      such information to the extent directed by such court order or government agency
      and will provide written notice to CLIENT prior to making such disclosure and
      PROVIDER shall cooperate with CLIENT to the extent reasonably requested (and
      at
      CLIENT’s expense) in securing any protective orders or similar protections in an
      effort to preserve the confidential nature of such information.

    


    5. [Reserved].
      

    


    6. Non-Competition
      and Non-Solicitation. 

    


    a. Except
      for those employees listed in Exhibit
      A
      and as
      otherwise provided in Section 11 herein, during the term of this Agreement
      and
      for eighteen (18) months following its termination, CLIENT shall not hire or
      offer any employment or other form of services, directly or indirectly, either
      alone or through its affiliates to any of the consultants of PROVIDER assigned
      or introduced to CLIENT under this Agreement. 

    


    
      
         

      

      
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    b. PROVIDER
      agrees that, during the Term of this Agreement (and any extension thereof)
      and
      for a period of eighteen (18) months after the termination thereof, for whatever
      reason, it will not solicit, directly or indirectly, or attempt to solicit,
      directly or indirectly, any customer of CLIENT, to provide services being
      provided by CLIENT. 

    


    7. Continuing
      Operation.
      Because
      CLIENT and PROVIDER both were part of the same company in the past, Web4 and
      netGuru Systems divisions of CLIENT already use about a total of 10 persons
      of
      different skills for ongoing product development, testing and support work.
      These persons that will now be part of PROVIDER are identified in Exhibit
      A.
      For
      these resources, CLIENT will pay the actual gross pay per employee plus a markup
      of Five Hundred Dollars (US$500) per month per employee to PROVIDER. CLIENT
      will
      make adjustments to the salaries of these employees as deemed necessary. CLIENT
      will guarantee the employment for all these personnel for the first six months.
      These resources will be working full-time for the CLIENT and if CLIENT is not
      happy with their performance, CLIENT will issue a notice, and if the performance
      of the said person remains below CLIENT’s expectations two weeks after receiving
      the notice, CLIENT reserves the right to terminate that particular person from
      their payroll. After the initial six month period, CLIENT may decide to hire
      any
      of the employees directly at their other offices by paying a fee to PROVIDER
      equal to one month’s salary of said employee.

    


    8. Termination.
      After
      the initial 4 month period, either party may terminate any Statement of Work
      hereunder for any reason by giving the other party 60 days written notice
      addressed to the other party’s last known address. If a Statement of Work is
      terminated by CLIENT under this Section prior to such Statement of Work’s
      completion date, CLIENT agrees that it will be reimburse PROVIDER for any costs
      or expenses incurred by PROVIDER in connection with such Statement of Work,
      including travel, lease breakage and other relocation expenses incurred by
      PROVIDER or its consultants in relation to the performance of such Statement
      of
      Work; provided, however, that CLIENT shall have no obligation to reimburse
      PROVIDER for any costs and expenses if such Statement of Work is terminated
      by
      CLIENT due to a lack of performance by PROVIDER. If any Statement of Work is
      terminated by CLIENT for a material breach by PROVIDER, PROVIDER shall
      immediately refund all amounts it received under the applicable Statement of
      Work to date.

    


    9. Rate
      Structure.
      For
      Statement of Work other than the “Continuing Operation” service described in
      paragraph 7 above, services provided under this agreement shall be billed to
      CLIENT by PROVIDER at the following rate structure:

    
      	
               

              S.
                No.

            	
              Description

            	
              Rate
                (per hour)

            	
              Comments

            
	
              1

            	
              Offshore
                BPO:

               

               

              Software
                Devlpmt.:

              Low,
                Medium, High

            	
              $7

               

               

              $12,$13,$15

            	
              Loaded
                - Inclusive of generic hardware/software, bandwidth (excluding IP
                telephony), telephones (excluding ISDs), program management oversight
                and
                process support, and not inclusive of specialized software licenses,
                office space, electricity, benefits, transportations

            
	
              2

            	
              Onsite
                Work

            	
              $40
                - $70

              Skill
                Specific

            	
              Work
                engagements on any work authorization visa or status. The rate can
                vary
                for different requirements

            
	
              3

            	
              Onsite
                Short Term 

            	
              $20
                - $30

              Skill
                Specific

            	
              Under
                3 months on B1 visa for training of knowledge transfer (plus expenses
                to
                include airfare, hotel accommodation and local
                transport).

            
	
              4

            	
              Telephone
                & Internet Usage

            	
              Actual
                Cost + 10% processing fee

            	 
	
              5

            	
              Other
                Special Services, Special Software

            	
              Actual
                Cost + 10% processing fee

            	 


    

     

    
      
         

      

      
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    For
      onsite resources, additional travel and expenses on actual, if required by
      CLIENT to travel to other locations from primary work location.

    


    PROVIDER
      will provide a timesheet on the 1st
      and
      16th
      of each
      month with all hours logged into the engagement. And upon approval PROVIDER
      will
      invoice CLIENT semi-monthly for services provided and expenses incurred under
      this Agreement through the date of such invoice. All invoices shall be payable
      30 days after the date of invoice. Invoices unpaid by CLIENT shall be subject
      to
      a 1.5% interest per month, which shall be added to the fee due and owing to
      PROVIDER. 

    


    10. Statement
      of Work (SOW). 

    


    a. All
      services performed by PROVIDER shall be rendered in accordance with individual
      written Statements of Work which will include a detailed schedule of the
      services. The Statement of Work can optionally also include overriding service
      fee structures, which if included will override the rates specified in the
      Agreement. The individual Statements of work can be setup as Time & Material
      or Fixed-Price or a combination with components in Time & Material and
      Fixed-Price.

    


    b. PROVIDER
      agrees to provide the Services under this Agreement and any Statement of Work
      on
      a professional best-efforts basis and in accordance with the highest
      professional standards in PROVIDER’s field, to the reasonable satisfaction of
      CLIENT. The Services will be performed by individuals well qualified to perform
      such Services, and PROVIDER shall provide, upon request of CLIENT, information
      concerning the individuals’ experience which affirms these qualifications.
      CLIENT reserves the right to reject any individual consultant and to require
      a
      replacement.

    


    11. Indemnity.

    


    a. Each
      party shall indemnify and hold harmless the other party and its officers,
      directors, employees and agents, from and against all losses, liabilities,
      claims, demands and actions of any kind (including all costs, expenses and
      reasonable attorneys’ fees) arising from a negligence, willful misconduct or
      breach by such party of its obligations under this Agreement, and shall assume
      without expense to the other party, the defense of any such claims or actions,
      except as may be caused by the negligence or willful misconduct of such other
      party.

    


    b. NEITHER
      PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR
      INCIDENTAL DAMAGES SUFFERED BY THE OTHER, ITS SUCCESSORS, ASSIGNS OR THEIR
      RESPECTIVE AFFILIATES, AS A RESULT OF OR ARISING FROM THIS AGREEMENT REGARDLESS
      OF WHETHER SUCH LIABILITY ARISES FROM THE SERVICES PROVIDED HEREUNDER IN TORT,
      CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR OTHERWISE.

    


    
      
         

      

      
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    12. Relationship
      of Parties.
      Neither
      party shall be considered the agent, employee or partner of the other for any
      purpose whatsoever. Each party shall conduct its business in its own name and
      shall be solely responsible for the acts of itself and of its employees and
      agents. Unless expressly agreed to in advance, all expenses incurred by either
      party in connection with this Agreement shall be for that party’s own account
      and shall not be subject to reimbursement by the other party. Neither party
      is
      granted any express or implied right or authority to assume or create any
      obligation or responsibility on behalf of or in the name of the other party or
      to bind the other party in any manner. 

    


    13. Force
      Majeure.
      PROVIDER
      does not undertake any responsibility if it is prevented from performing its
      obligation due to sickness, accident, death of its consultants or any other
      cause beyond the control of PROVIDER.

    


    14. Assignment.
      Neither
      CLIENT nor PROVIDER may assign any part or whole of this Agreement or any rights
      hereunder, without the written permission of the other party. Any such attempted
      assignment shall be void.

    


    15. Severability;
      Governing Law; Choice of Venue.
      If any
      term or provision of this Agreement is declared illegal or unenforceable by
      any
      court of competent jurisdiction and cannot be modified to be enforceable, such
      term or provision shall immediately become null and void, leaving the remainder
      of this Agreement in full force and effect. This Agreement shall be binding
      upon
      the parties, their successors, legal representatives and permitted assigns.
      It
      is mutually agreed that this Agreement shall be construed and interpreted
      according to the laws of the State of California. It is further agreed that
      any
      legal action filed concerning the enforcement or interpretation of this
      Agreement shall be brought only in the state or federal courts, as applicable,
      located in Orange County, California.

    


    16. Waiver.
      The
      waiver of a breach of this Agreement or the failure of a party to exercise
      any
      right under this Agreement shall in no event constitute a waiver as to any
      other
      breach, whether similar or dissimilar in nature, or prevent the exercise of
      any
      right under this Agreement.

    


    17. Severability.
      The
      provisions of this Agreement are severable, and in the event that any one or
      more provisions are deemed illegal or unenforceable the remaining provisions
      shall remain in full force and effect unless the deletion of such provision
      shall cause this Agreement to become materially adverse to either party, in
      which event the parties shall use reasonable commercial efforts (as defined
      in
      the Purchase Agreement) to arrive at an accommodation that best preserves for
      the parties the benefits and obligations of the offending
      provision.

    


    18. Survival
      of Obligations. The
      obligations of the parties under Sections 2, 4 and 6 shall survive the
      expiration of this Agreement. The parties acknowledge and agree that all claims
      for any breaches or alleged breaches of any covenants contained in this
      Agreement shall not be subject to the time periods, dollar and other limitations
      set forth in the Purchase Agreement.

    


    
      
         

      

      
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    19. Attorneys
      Fees. Fees. If
      either
      party to this Agreement shall bring any action, suit, counterclaim, appeal,
      arbitration, or mediation for any relief against the other, declaratory or
      otherwise, to enforce the terms hereof or to declare rights hereunder, the
      losing party shall pay to the prevailing party’s reasonable attorneys’ fees and
      costs incurred in bringing and prosecuting such action and/or enforcing any
      judgment, order, ruling or award.

    


    20. Entire
      Agreement.
      This
      Agreement and any related Work Orders represent the entire Agreement and
      supersede any and all previous agreements and understandings between the parties
      relating to the subject matter hereof, and may be amended only in writing,
      signed by both parties.

    


    [Signatures
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement, intending to be
      legally bound, as of the day and year written above.

    


    


    Accepted
      by: Accepted
      by:

    


    
      	
              “PROVIDER”

            	 	
              “CLIENT”

            
	 	 	 	 	 
	
              Das
                Family Holdings.

            	 	
              BPO
                Management Services, Inc

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:
                

            	
              /s/
                Amrit K. Das

            	 	
              By:

            	
              /s/
                Patrick Dolan

            
	
              Name:

            	
              Amrit
                K. Das

            	 	
              Name:

            	
              Patrick
                Dolan

            
	
              Title:

            	
              President

            	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 	 	 
	
              Date:

            	
              December
                15, 2006

            	 	
              Date:
                

            	
              December
                15, 2006

            


    

    


    


    
      
         

      

      
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    EXHIBIT
      A

    


    


    


    Kaveri
      (Carrie) Biswas - Pre-sales (partial night shift)

    Shabana
      Anjum - Developer

    Ranabrata
      De - Developer

    Debajit
      Gupta - Developer

    Poulami
      (Paula) Mukherjee - eReview support

    Dipto
      Sarkar - Developer

    R
      Sreekant

    Partho
      Banerjee - IT Sales

    Kallol
      Biswas - Web Developer

     

    Anunay
      Nayak - BBK

    Sovandeb
      Bhattacharyya - BBK

    


    


    
      
         

      

      
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