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THE
      OPTION GRANTED PURSUANT TO THIS NONSTATUTORY STOCK OPTION AGREEMENT


(THE
      “OPTION”) AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR
      THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSE
      L,
      WHICH IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.  IN
      ADDITION, THE SHARES ISSUABLE UPON THE ERXERCISE HEREOF ARE ALSO SUBJECT TO
      THE
      FOLLOWING, AS SET FORTH IN THAT CERTAIN RIGHTS AGREEMENT DATED JULY 29, 2005,
      AND THAT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED JULY 29, 2005
      (COLLECTIVELY, THE “AGREEMENTS”) BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF
      THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
      COMPANY: (1) A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE
      OF
      A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE ACT; AND (2) SUCH OTHER
      RESTRICTIONS ON TRANSFER AS PROVIDED FOR IN SUCH AGREEMENTS. SUCH LOCK-UP PERIOD
      AND OTHER RESTRICTIONS ON TRANSFER AS PROVIDED FOR IN THE AGREEMENTS ARE BINDING
      ON TRANSFEREES OF SUCH SHARES.







**BPO
      Management Services, Inc**


**Stock
      Option Plan**





**GRANT
      OF STOCK OPTION**





Date
      of
      Grant: _________, 2005





THIS
      GRANT, dated as of the date of grant first stated above (the "Date of Grant"),
      is delivered by **BPO
      Management Services, Inc** .,
      a
      Delaware corporation ("BPO" or the “Company”) to James Cortens (the "Grantee"),
      who is an employee or officer of BPO or one of its subsidiaries (the Grantee's
      employer is sometimes referred to herein as the "Employer").





WHEREAS,
      the Board of Directors of BPO (the "Board") on July 29, 2005, adopted, with
      subsequent stockholder approval, the **BPO
      Management Services, Inc** .
      Stock
      Option Plan (the "Plan");





WHEREAS,
      the Plan provides for the granting of stock options by a committee to be
      appointed by the Board (the "Committee) to directors, officers and key employees
      of BPO or any subsidiary of BPO to purchase, or to exercise certain rights
      with
      respect to, shares of the voting Common Stock of BPO, .001 par value (the
      "Stock"), in accordance with the terms and provisions thereof; and





WHEREAS,
      the Committee considers the Grantee to be a person who is eligible for a grant
      of stock options under the Plan, and has determined that it would be in the
      best
      interest of BPO to grant the stock options documented herein.





NOW,
      THEREFORE, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:





***1.
      Grant of Option.***


Subject
      to the terms and conditions hereinafter set forth, BPO, with the approval and
      at
      the direction of the Committee, hereby grants to the Grantee, as of the Date
      of
      Grant, an option to purchase up to 500,000 shares of Stock at a price of Two
      and
      One Half cents ($.025) per share, the fair market value (“Option Price”). Such
      option is hereinafter referred to as the "Option" and the shares of stock
      purchasable upon exercise of the Option are hereinafter sometimes referred
      to as
      the "Option Shares." The Option is not intended by the parties hereto to be
      a
      qualified an incentive stock option as such term is defined under section 422
      of
      the Internal Revenue Code of 1986, as amended (“Code”)).





***2.
      Installment Exercise.***


Subject
      to such further limitations as are provided herein, the Option shall become
      exercisable in four (4) installments, the Grantee having the right hereunder
      to
      purchase from BPO the following number of Option Shares upon exercise of the
      Option, on and after the following dates, in cumulative fashion:




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(a)
      on
      and after the first anniversary of the Date of Grant, up to one-fourth (ignoring
      fractional shares) of the total number of Option Shares;





(b)
      on
      and after the second anniversary of the Date of Grant, up to an additional
      one-fourth (ignoring fractional shares) of the total number of Option Shares;
      and





(c)
      on
      and after the third anniversary of the Date of Grant, up to an additional
      one-fourth (ignoring fractional shares) of the total number of Option Shares;
      and





(d)
      on
      and after the fourth anniversary of the Date of Grant, the remaining Option
      Shares.





***3.
      Termination of Option.***


(a)
      The
      Option and all rights hereunder with respect thereto, to the extent such rights
      shall not have been exercised, shall terminate and become null and void after
      the expiration of five years from the Date of Grant (the "Option
      Term").


(b)
      Upon
      the occurrence of the Grantee's ceasing for any reason to be employed by the
      Employer (such occurrence being a "termination of the Grantee's employment"),
      the Option, to the extent not previously exercised, may be exercised during
      the
      following periods, but only to the extent that the Option was outstanding and
      exercisable on the date of termination: (i) not later than six (6) months from
      the date of termination of the Grantee's employment in the case of a disability
      (within the meaning of Section 22(e) (3) of the Code), (ii) in the case of
      the
      Grantee's death during his employment by the Employer, not later than six (6)
      months from the Grantee's date of death, and (iii) not later than three (3)
      months from the date of termination of the Grantee’s employment other than for
      the reasons described in (i) and (ii), above. In no event, however, shall any
      such period extend beyond the Option Term.





(c)
      In
      the event of the death of the Grantee, the Option may be exercised by the
      Grantee's estate, or by a person who acquires the right to exercise such Stock
      Option by bequest or inheritance or by reason of the death of the Grantee,
      but
      only to the extent that the Option would otherwise have been exercisable by
      the
      Grantee. Any such estate or other person acquiring rights under this Section
      shall be subject to the Grantee’s obligations under the Option and the
      Plan.





(d)
      A
      transfer of the Grantee's employment between BPO and any subsidiary of BPO,
      or
      between any subsidiaries of ONP, shall not be deemed to be a termination of
      the
      Grantee's employment.





(e)
      Notwithstanding any other provisions set forth herein or in the Plan, if the
      Grantee shall (i) commit any act of malfeasance or wrongdoing affecting BPO
      or
      any subsidiary of BPO, (ii) breach any covenant not to compete, or employment
      contract, with BPO or any subsidiary of BPO, or (iii) engage in conduct that
      would warrant the Grantee's discharge for cause (excluding general
      dissatisfaction with the performance of the Grantee's duties, but including
      any
      act of disloyalty or any conduct clearly tending to bring discredit upon BPO
      or
      any subsidiary of BPO), any unexercised portion of the Option shall immediately
      terminate and be void.





***4.
      Exercise of Option.***


(a)
      The
      Grantee may exercise the Option with respect to all or any part of the number
      of
      Option Shares then exercisable hereunder by giving the Secretary of BPO written
      notice of intent to exercise. The notice of exercise shall specify the number
      of
      Option Shares as to which the Option is to be exercised and the date of exercise
      thereof, which date shall be at least five (5) days after the giving of such
      notice unless an earlier time shall have been mutually agreed upon.





(b)
      Full
      payment (in U.S. dollars) by the Grantee of the Option Price for the Option
      Shares purchased shall be made on or before the exercise date specified in
      the
      notice of exercise in cash, or, with the prior written consent of the Committee,
      in whole or in part through the surrender of previously acquired shares of
      Stock
      at their fair market value on the exercise date.





On
      the
      exercise date specified in the Grantee's notice or as soon thereafter as is
      practicable, BPO shall cause to be delivered to the Grantee, a certificate
      or
      certificates for the Option Shares then being purchased (out of theretofore
      unissued Stock or reacquired Stock, as BPO may elect) upon full payment for
      such
      Option Shares. The obligation of BPO to deliver Stock shall, however, be subject
      to the condition that if at any time the Committee shall determine in its
      discretion that the listing, registration or qualification of the Option or
      the
      Option Shares upon any securities exchange or under any state or federal law,
      or
      the consent or approval of any governmental regulatory body, is necessary or
      desirable as a condition of, or in connection with, the Option or the issuance
      or purchase of Stock thereunder, the Option may not be exercised in whole or
      in
      part unless such listing, registration, qualification, consent or approval
      shall
      have been effected or obtained free of any conditions not acceptable to the
      Committee.





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(c)
      If
      the Grantee fails to pay for any of the Option Shares specified in such notice
      or fails to accept delivery thereof, the Grantee's right to purchase such Option
      Shares may be terminated by BPO. The date specified in the Grantee's notice
      as
      the date of exercise shall be deemed the date of exercise of the Option,
      provided that payment in full for the Option Shares to be purchased upon such
      exercise shall have been received by such date.


(d)
      If
      during the Option Term, (i) there is the sale of eighty (80%) or more of the
      assets of the Company, or (ii) any one person, or more than one person acting
      as
      a group (other than the Company or existing shareholders and any revocable
      intervivos trusts created by any of the existing shareholders), acquires, by
      purchase or exchange, ownership of stock of the Company possessing more than
      fifty (50%) percent of the total voting power of the Company, in such event,
      the
      Option, to the extent not previously exercised, shall immediately become fully
      exercisable.





***5.
      Adjustment of and Changes in Stock of BPO.***


In
      the
      event of a reorganization, recapitalization, change of shares, stock split,
      spin-off, stock dividend, reclassification, subdivision or combination of
      shares, merger, consolidation, rights offering, or any other change in the
      corporate structure or shares of capital stock of BPO, the Committee shall
      make
      such adjustment as it deems appropriate in the number and kind of shares of
      Stock subject to the Option or in the Option Price; provided, however, that
      no
      such adjustment shall give the Grantee any additional benefits under the
      Option.





***6.
      Fair Market Value.***


As
      used
      herein, the "fair market value" of a share of Stock shall be determined by
      the
      Committee.





***7.
      Sale of Common Stock to Company***


Pursuant
      to Section 4.18 of the Plan, and in accordance with the terms thereof, if at
      the
      time of Grantee’s termination of employment with the Employer the Common Stock
      of BPO is not publicly traded, BPO shall have the right (but not the obligation)
      to purchase, and the Grantee shall have the obligation to sell to BPO, the
      Common Stock acquired by the Grantee by the exercise of the Option.





***8.
      No Rights of Stockholders.***


Neither
      the Grantee nor any personal representative shall be, or shall have any of
      the
      rights and privileges of, a stockholder of BPO with respect to any shares of
      Stock purchasable or issuable upon the exercise of the Option, in whole or
      in
      part, prior to the date of exercise of the Option.





***9.
      Non-Transferability of Option.***


During
      the Grantee's lifetime, the Option hereunder shall be exercisable only by the
      Grantee or any guardian or legal representative of the Grantee, and the Option
      shall not be transferable except, in case of the death of the Grantee, by will
      or the laws of descent and distribution, nor shall the Option be subject to
      attachment, execution or other similar process. In the event of (i) any attempt
      by the Grantee to alienate, assign, pledge, hypothecate or otherwise dispose
      of
      the Option, except as provided for herein, or (ii) the levy of any attachment,
      execution or similar process upon the rights or interest hereby conferred,
      BPO
      may terminate the Option by notice to the Grantee and it shall thereupon become
      null and void.





***10.
      Employment Not Affected.***


The
      granting of the Option or its exercise shall not be construed as granting to
      the
      Grantee any right with respect to continuance of employment by the Employer.
      Except as may otherwise be limited by a written agreement between the Employer
      and the Grantee, the right of the Employer to terminate at will the Grantee's
      employment with it at any time (whether by dismissal, discharge, retirement
      or
      otherwise) is specifically reserved by BPO, as the Employer or on behalf of
      the
      Employer (whichever the case may be), and acknowledged by the
      Grantee.





***11.
      Amendment of Option.***


The
      Option may be amended by the Board or the Committee at any time (i) if the
      Board
      or the Committee determines, in its sole discretion, that amendment is necessary
      or advisable in the light of any addition to or change in the Internal Revenue
      Code of 1986, as amended, or in the regulations issued thereunder, or any
      federal or state securities law or other law or regulation, which change occurs
      after the Date of Grant and by its terms applies to the Option; or (ii) other
      than in the circumstances described in clause (i), with the consent of the
      Grantee.





-3-


***12.
      Notice.***


Any
      notice to BPO provided for in this instrument shall be addressed to it in care
      of its Secretary at its executive offices at: c/o Cornman & Swartz,
      attention: Jack Cornman, 19800 MacArthur Blvd., Suite 820, Irvine, California,
      92612, or such other address per written notice by the BPO, and any notice
      to
      the Grantee shall be addressed to the Grantee at the current address shown
      on
      the payroll records of the Employer. Any notice shall be deemed to be duly
      given
      if and when properly addressed and posted by registered or certified mail,
      postage prepaid.





***13.
      Incorporation of Plan by Reference; Amendment.***


The
      Option is granted pursuant to the terms of the Plan, the terms of which are
      incorporated herein by reference, and the Option shall in all respects be
      interpreted in accordance with the Plan. The Committee shall interpret and
      construe the Plan and this instrument, and its interpretations and
      determinations shall be conclusive and binding on the parties hereto and any
      other person claiming an interest hereunder, with respect to any issue arising
      hereunder or thereunder. This Option may be amended after written notice to
      Grantee to the extent necessary to comply with United States Internal Revenue
      Code Section 409A and any regulations relating thereto as determined by BPO
      from
      time to time





***14.
      Governing Law.***


The
      validity, construction, interpretation and effect of this instrument shall
      exclusively be governed by and determined in accordance with the law of the
      State of Delaware, except to the extent preempted by federal law, which shall
      to
      the extent govern.








IN
      WITNESS WHEREOF, BPO has caused its duly authorized officers to execute and
      attest this Grant of Stock Option, and to apply the corporate seal hereto,
      and
      the Grantee has placed his or her signature hereon, effective as of the Date
      of
      Grant.




BPO
              Management
              Services, Inc.Attest:By:Secretary
            President


ACCEPTED
              AND
              AGREED TO;Date:
            By:Grantee


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