| S | ANNUAL      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|------------------------------------------------------------------------------------------|

| £ | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|----------------------------------------------------------------------------------------------------|

| Delaware                                                            | 22-2356861                                |
|---------------------------------------------------------------------|-------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) | (I.R.S.      Employer Identification No.) |
|                                                                |                                      |
| 1290      N. Hancock, Ste. 200, Anaheim, CA                         | 92807                                     |
| (Address      of principal executive offices)                       | (Zip      Code)                           |

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| Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.1            | Stock      Purchase Agreement dated March 27, 2000 between the registrant, Allegria      Software, Inc. and GRAL, Inc. (incorporated by reference to Exhibit 2.13      of the registrant’s Annual Report on Form 10-KSB for March 31, 2000, filed      on June 26, 2000)                                                                                                                                    |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.2            | Stock      Purchase Agreement dated September 22, 2006, between the registrant and      Sellers of Novus Imaging Solutions, Inc. (incorporated by reference to      Exhibit 2.2 of the registrant’s Annual Report on Form 10-KSB for December      31, 2006, filed on April 18, 2007)                                                                                                                       |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.3            | Stock      Purchase Agreement dated December 30, 2005, between the registrant and      Sellers of Digica, Inc. (incorporated by reference to Exhibit 2.3 of the      registrant’s Annual Report on Form 10-KSB for December 31, 2006, filed on      April 18, 2007)                                                                                                                                         |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.1            | Second      Restated Certificate of Incorporation of NGRU, as filed with the Secretary      of State of the State of Delaware on December 14, 2006 (incorporated by      reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K,      filed on December 22, 2006)                                                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2            | Bylaws      of the registrant (incorporated by reference to the registrant’s      Registration Statement on Form SB-2, May 21, 1996 or amendment      thereto  June 14, 1996)                                                                                                                                                                                                                     |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3            | Action      With Respect To Bylaws, as certified by the registrant’s Secretary on      October 22, 2004 (incorporated by reference to Exhibit 3.2 of the      registrant’s Current Report on Form 8-K, filed October 29,      2004)                                                                                                                                                                   |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.4            | Certificate      of Merger, as filed with the Secretary of State of the State of Delaware      on December 15, 2006 (incorporated by reference to Exhibit 3.4 of the      registrant’s Current Report on Form 8-K, filed on December 22,      2006)                                                                                                                                                         |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.5            | Certificate      of Amendment to Articles of Incorporation, as filed with the Secretary of      State of the State of Delaware on December 15, 2006 (incorporated by      reference to Exhibit 3.5 of the registrant’s Current Report on Form 8-K,      filed on December 22, 2006)                                                                                                                         |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.6            | Certificate      of Designation of the Relative Rights and Preferences of the Series D      Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 of      the registrant’s Current Report on Form 8-K, filed June 18,      2007)                                                                                                                                                            |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.7            | Certificate      of Designation of the Relative Rights and Preferences of the Series D-2      Convertible Preferred Stock (incorporated by reference to Exhibit 3.7 of      the registrant’s Current Report on Form 8-K, filed June 18,      2007)                                                                                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.8            | Certificate      of Amendment to Certificate of Designation of the Relative Rights and      Preferences of the Series D Convertible Preferred Stock of BPO Management      Services, Inc., as filed with the Secretary of State of the State of      Delaware on April 25, 2008 (incorporated by reference to Exhibit 3.8 of      the registrant’s Current Report on Form 8-K, filed April 28,      2008)   |
|           |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.9            | Certificate      of Amendment to Certificate of Designation of the Relative Rights and      Preferences of the Series D-2 Convertible Preferred Stock of BPO      Management Services, Inc., as filed with the Secretary of State of the      State of Delaware on April 25, 2008 (incorporated by reference to Exhibit      3.9 of the registrant’s Current Report on Form 8-K, filed April 28,      2008) |

----

|        |                                                                                                                                                                                                                                                                                                                                                      |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1        | Outsourcing      Services Agreement, dated December 15, 2006, between DFH and the      registrant (incorporated by reference to Exhibit 10.1 of the registrant’s      Current Report on Form 8-K, filed on December 22, 2006)                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.2        | Value-Added      Reseller Agreement between REL and Web4 (incorporated by reference to      Exhibit 10.2 of the registrant’s Current Report on Form 8-K, filed on      December 22, 2006)                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.3        | Transition      Agreement, dated December 15, 2006, between DFH and BPOMS/HRO, Inc.      (incorporated by reference to Exhibit 10.3 of the registrant’s Current      Report on Form 8-K, filed on December 22, 2006)                                                                                                                                |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.4        | Promissory      Note, dated December 15, 2006, between DFH and the registrant      (incorporated by reference to Exhibit 10.4 of the registrant’s Current      Report on Form 8-K, filed on December 22, 2006)                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.5        | Common      Stock Purchase Warrant dated December 13, 2002 issued by the registrant in      favor of Laurus Master Fund, Ltd.  (incorporated by reference to      Exhibit 10.3 of the registrant’s Current Report on Form 8-K, filed on      December 20, 2002)                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.6        | Common      Stock Purchase Warrant dated July 31, 2003 issued by the registrant in      favor of Laurus Master Fund, Ltd.  (incorporated by reference to      Exhibit 10.3 of the registrant’s Current Report on Form 8-K, filed on      August 8, 2003)                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.7        | Common      Stock Purchase Warrant dated December 23, 2004 issued by the registrant in      favor of Laurus Master fund, Ltd.  (incorporated by reference to      Exhibit 10.2 of the registrant’s Current Report on Form 8-K, filed on      December 30, 2004)                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.8        | Research      Engineers, Inc. 1997 Stock Option Plan (incorporated by reference to      Exhibit 4.2 of the registrant’s Registration Statement on Form S-8, filed      on March 12, 2002)                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.9        | Research      Engineers, Inc. 1998 Stock Option Plan (incorporated by reference to      Exhibit A of the registrant’s Definitive Proxy Statement, filed on      November 12, 1998)                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.10       | netGuru,      Inc. 2000 Stock Option Plan  (incorporated by reference to      Exhibit 4.1 of the registrant’s Registration Statement on Form S-8, filed      on March 12, 2002)                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.11       | netGuru,      Inc. 2003 Stock Option Plan (incorporated by reference to Appendix A of      the registrant’s Definitive Proxy Statement, filed on October 14,      2003)                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.12       | Employment      Agreement dated June 1, 2001, by and between the registrant and Amrit      K.  Das (incorporated by reference to Exhibit 10.12 of the      registrant’s Annual Report on Form 10-KSB for March 31, 2001, filed on      July 13, 2001)                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.13       | Description      of Salary and Bonus Programs for Executive Officers for Fiscal Year 2006      (incorporated by reference to Exhibit 10.1 of the registrant’s Current      Report on Form 8-K, filed on June 7, 2005)                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.14       | Description      of Non-Employee Director Regular Compensation (incorporated by reference      to Exhibit 10.2 of the registrant’s Current Report on Form 8-K, filed on      June 7, 2005)                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                      |
| 10.15       | Form      of Change in Control and Executive Retention Agreement approved effective      as of June 1, 2005 between netGuru, Inc. and each of Amrit K Das, Santanu      Das, Clara Young and Bruce K.  Nelson (incorporated by reference      to Exhibit 10.3 of the registrant’s Current Report on Form 8-K, filed on      June 7, 2005) |
|        |                                                                                                                                                                                                                                                                                                                                                      |
|  10.16 | Summary      of special compensation approved August 31, 2005 for executive officers      and special committee members (incorporated by reference to Exhibit 10.1      of the registrant’s Current Report on Form 8-K,  filed on      September 6, 2005)                                                                                 |

----

|   |                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17  | Employment      Agreement dated March 24, 2006 by and between the registrant and Bruce      K.  Nelson (incorporated by reference to Exhibit 10.1 of the      registrant’s Current Report on Form 8-K, filed on March 30,      2006)                                            |
|   |                                                                                                                                                                                                                                                                                            |
| 10.18  | Employment      Agreement dated July 28, 2005 by and between the registrant and Patrick A.      Dolan (incorporated by reference to Exhibit 10.18 of the registrant’s      Annual Report on Form 10-KSB for December 31, 2006, filed on April 18,      2007)                              |
|   |                                                                                                                                                                                                                                                                                            |
| 10.19  | Employment      Agreement dated July 29, 2005 by and between the registrant and James      Cortens (incorporated by reference to Exhibit 10.19 of the registrant’s      Annual Report on Form 10-KSB for December 31, 2006, filed on April 18,      2007)                                 |
|   |                                                                                                                                                                                                                                                                                            |
| 10.20  | Employment      Agreement dated October 2, 2006 by and between the registrant and James      Buchanan (incorporated by reference to Exhibit 10.20 of the registrant’s      Annual Report on Form 10-KSB for December 31, 2006, filed on April 18,      2007)                              |
|   |                                                                                                                                                                                                                                                                                            |
| 10.21  | Employment      Agreement dated December 13, 2006 by and between the registrant and      Koushik Dutta (incorporated by reference to Exhibit 10.21 of the      registrant’s Annual Report on Form 10-KSB for December 31, 2006, filed on      April 18, 2007)                             |
|   |                                                                                                                                                                                                                                                                                            |
| 10.22  | Letter      of Agreement Dated January 19, 2007 to Extend Purchase Payment for the      Purchase of Novus Imaging Solutions, Inc. (incorporated by reference to      Exhibit 10.22 of the registrant’s Annual Report on Form 10-KSB for      December 31, 2006, filed on April 18, 2007)  |
|   |                                                                                                                                                                                                                                                                                            |
| 10.23  | Letter      of Agreement Dated February 28, 2007 to Extend Purchase Payment for the      Purchase of Novus Imaging Solutions, Inc. (incorporated by reference to      Exhibit 10.23 of the registrant’s Annual Report on Form 10-KSB for      December 31, 2006, filed on April 18, 2007) |
| 10.24  | Employment      Agreement dated January 26, 2007, by and between the registrant and Donald      Rutherford (incorporated by reference to Exhibit 10.1 of the registrant’s      current report on Form 8-K/A, filed July 13, 2007)                                                         |
|   |                                                                                                                                                                                                                                                                                            |
| 10.25  | Form      of Indemnification Agreement for directors and officers of the registrant      (incorporated by reference to Exhibit 10.25 of the registrant’s Current      Report on Form 8-K, filed June 18, 2007)                                                                            |
|   |                                                                                                                                                                                                                                                                                            |
| 10.26  | Series      D Convertible Preferred Stock Purchase Agreement dated June 13, 2007      between the registrant and purchasers named therein (incorporated by      reference to Exhibit 10.26 of the registrant’s Current Report on Form 8-K,      filed June 18, 2007)                      |
|   |                                                                                                                                                                                                                                                                                            |
| 10.26a | Schedule      of Exceptions to Series D Convertible Preferred Stock Purchase Agreement      dated June 13, 2007 (incorporated by reference to Exhibit 10.26a of the      registrant’s Current Report on Form 8-K, filed June 18,    2007)                                                 |
|   |                                                                                                                                                                                                                                                                                            |
| 10.27  | Registration      Rights Agreement dated June 13, 2007 (incorporated by reference to Exhibit      10.27 of the registrant’s Current Report on Form 8-K, filed June 18,      2007)                                                                                                         |
|   |                                                                                                                                                                                                                                                                                            |
| 10.28  | Lock-Up      Agreement dated June 13, 2007 (incorporated by reference to Exhibit 10.28      of the registrant’s Current Report on Form 8-K, filed June 18,      2007)                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                            |
| 10.29  | Confirmation      and Modification to Registration Rights Agreement dated June 13, 2007      (incorporated by reference to Exhibit 10.29 of the registrant’s Current      Report on Form 8-K, filed June 18, 2007)                                                                        |
|   |                                                                                                                                                                                                                                                                                            |
| 10.30  | Form      of Series A Warrant to Purchase Shares of Common Stock dated June 13, 2007      (incorporated by reference to Exhibit 10.30 of the registrant’s Current      Report on Form 8-K, filed June 18,2007)                                                                            |

----

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31       | Form      of Series B Warrant to Purchase Shares of Common Stock dated June 13, 2007      (incorporated by reference to Exhibit 10.31 of the registrant’s Current      Report on Form 8-K, filed June 18, 2007)                                                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  10.32 | Form      of Series J Warrant to Purchase Shares of Preferred Stock dated June 13,      2007 (incorporated by reference to Exhibit 10.32 of the registrant’s      Current Report on Form 8-K, filed June 18, 2007)                                                                                                                                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33       | Form      of Series C Warrant to Purchase Shares of Common Stock dated June 13, 2007      (incorporated by reference to Exhibit 10.33 of the registrant’s Current      Report on Form 8-K, filed June 18, 2007)                                                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34       | Form      of Series D Warrant to Purchase Shares of Preferred Stock dated June 13,      2007 (incorporated by reference to Exhibit 10.34 of the registrant’s      Current Report on Form 8-K, filed June 18, 2007)                                                                                                                                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35       | Escrow      Agreement dated June 13, 2007 (incorporated by reference to Exhibit 10.35      of the registrant’s Current Report on Form 8-K, filed June 18,      2007)                                                                                                                                                                                                                                                                                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.36       | Warrant      to Purchase Shares of Common Stock dated June 13, 2007, in favor of      C.E.  Unterberg, Towbin, Inc. (incorporated by reference to      Exhibit 10.36 of the registrant’s Current Report on Form 8-K, filed June      18, 2007)                                                                                                                                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37       | Stock      Purchase Warrant dated June 13, 2007, in favor of George Logan      (incorporated by reference to Exhibit 10.37 of the registrant’s Current      Report on Form 8-K, filed June 18, 2007                                                                                                                                                                                                                                                                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.38       | Share      Purchase Agreement entered into as of June 21, 2007, by and among BPO      Management Services, Inc.; DocuCom Imaging Solutions Inc.; Raymond D.      Patterson; Martin E.  Mollot; Raymond D.  Patterson,      Maureen Patterson, and Martin E. Mollot, as Trustees of the Patterson      Family Trust; and Martin E.  Mollot, Judith Mollot, and Raymond      D. Patterson, as Trustees of the Mollot Family Trust (incorporated by      reference to Exhibit 10.38 of the registrant’s Current Report on Form 8-K,      filed June 27, 2007) |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.39       | Consulting      Agreement made as of June 21, 2007, between DocuCom Imaging Solutions Inc.      and Raymond D.  Patterson (incorporated by reference to Exhibit      10.39 of the registrant’s Current Report on Form 8-K, filed June 27,      2007)                                                                                                                                                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.40       | Consulting      Agreement made as of June 21, 2007, between DocuCom Imaging Solutions Inc.      and Martin E.  Mollot (incorporated by reference to Exhibit      10.40 of the registrant’s Current Report on Form 8-K, filed June 27,      2007)                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.41       | Stock      Purchase Agreement entered into as of June 29, 2007, by and among BPO      Management Services, Inc., Human Resource Micro-Systems, Inc., and Donald      C. Helt and Bridget B. Helt, as trustees of the Donald C. and Bridget B.      Helt Revocable Trust dated April 24, 2003 (incorporated by reference to      Exhibit 10.41 of the registrant’s Current Report on Form 8-K, filed July      6, 2007)                                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.42       | Registration      Rights Agreement entered into as of June 29, 2007, between BPO Management      Services, Inc., and Donald C. Helt and Bridget B. Helt, as trustees of the      Donald C. and Bridget B. Helt Revocable Trust dated April 24, 2003      (incorporated by reference to Exhibit 10.42 of the registrant’s Current      Report on Form 8-K, filed July 6, 2007)                                                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.43       | Escrow      Agreement dated as of June 29, 2007, by and among BPO Management Services,      Inc., Donald C. Helt and Bridget B. Helt, as trustees of the Donald C. and      Bridget B. Helt Revocable Trust dated April 24, 2003, and US. Bank      National Association (incorporated by reference to Exhibit 10.43 of the      registrant’s Current Report on Form 8-K, filed July 6,    2007)                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.44       | Consulting      Agreement made as of June 29, 2007, between BPO Management Services, Inc.,      and Donald C. Helt (incorporated by reference to Exhibit 10.44 of the      registrant’s Current Report on Form 8-K, filed July 6,    2007)                                                                                                                                                                                                                                                                                                                                               |

----

|        |                                                                                                                                                                                                                                                                                                                                              |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.45       | Reformation      Agreement effective as of June 13, 2007, among the registrant and the      purchasers named therein (incorporated by reference to Exhibit 10.45 of      the registrant's Registration Statement on Form SB-2, filed on November      29, 2007)                                                                              |
| 10.46  | Form      of Amendment to Series J Warrant to Purchase Shares of Preferred Stock of      BPO Management Services, Inc. (incorporated by reference to Exhibit 10.46      of the registrant’s Current Report on Form 8-K, filed October 4 ,      2007)                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.47  | Form      of Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO      Management Services, Inc. (incorporated by reference to Exhibit 10.47 of      the registrant’s Current Report on Form 8-K, filed October 4 ,      2007)                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.48  | Form      of Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO      Management Services, Inc. (incorporated by reference to Exhibit 10.48 of      the registrant’s Current Report on Form 8-K, filed October 4 ,      2007)                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.49  | Stock      Purchase Agreement entered into as of October 10, 2007, by and among BPO      Management Services, Inc., Everett Huntoon and Howard Andrews      (incorporated by reference to Exhibit 10.49 of the registrant’s Current      Report on Form 8-K, filed October 16, 2007)                                                        |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.50  | Consulting      Agreement made as of October 10, 2007, between Blue Hill Data Services,      Inc. and Everett Huntoon (incorporated by reference to Exhibit 10.50 of      the registrant’s Current Report on Form 8-K, filed October 16,      2007)                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.51  | Consulting      Agreement made as of October 10, 2007, between Blue Hill Data Services,      Inc. and Howard Andrews (incorporated by reference to Exhibit 10.51 of the      registrant’s Current Report on Form 8-K, filed October 16,      2007)                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.52  | Escrow      Agreement dated as of October 10, 2007, by and among BPO Management      Services, Inc., Everett Huntoon, Howard Andrews, and U.S. Bank National      Association (incorporated by reference to Exhibit 10.52 of the      registrant’s Current Report on Form 8-K, filed October 16,      2007)                                 |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.53       | Standard      Multi-Tenant Office Lease - Gross dated November 21, 2007, between      Chadwick California, L.P. and BPO Management Services, Inc. (incorporated      by reference to Exhibit 10.53 of the registrant’s Current Report on Form      SB-2/A, filed January 31, 2008)                                                          |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.54       | Indenture      made November 23, 2007, between Shelter Canadian Properties Limited as      agent for HREIT Holdings 65 Corporation, Adapsys Document Management LP,      and BPO Management Services, Inc. (incorporated by reference to Exhibit      10.54 of the registrant’s Current Report on Form SB-2/A, filed January 31,      2008) |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.55       | Form      of Second Amendment to Series J Warrant to Purchase Shares of Preferred      Stock of BPO Management Services, Inc. (incorporated by reference to      Exhibit 10.55 of the registrant’s Current Report on Form 8-K, filed April      28, 2008)                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.56       | Form      of Second Amendment to Series C Warrant to Purchase Shares of Common Stock      of BPO Management Services, Inc. (incorporated by reference to Exhibit      10.56 of the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.57       | Form      of Second Amendment to Series D Warrant to Purchase Shares of Common Stock      of BPO Management Services, Inc. (incorporated by reference to Exhibit      10.57 of the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.58       | Reserved                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                              |
| 10.59       | Form      of Amendment to Series A Warrant to Purchase Shares of Common Stock of BPO      Management Services, Inc. (incorporated by reference to Exhibit 10.59 of      the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                             |

----

|   |                                                                                                                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.60  | Form      of Amendment to Series B Warrant to Purchase Shares of Common Stock of BPO      Management Services, Inc. (incorporated by reference to Exhibit 10.60 of      the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 10.61  | Form      of Third Amendment to Series J Warrant to Purchase Shares of Preferred      Stock of BPO Management Services, Inc. (incorporated by reference to      Exhibit 10.61 of the registrant’s Current Report on Form 8-K, filed April      28, 2008)                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 10.62  | Form      of Third Amendment to Series C Warrant to Purchase Shares of Common Stock      of BPO Management Services, Inc. (incorporated by reference to Exhibit      10.62 of the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 10.63  | Form      of Third Amendment to Series D Warrant to Purchase Shares of Common Stock      of BPO Management Services, Inc. (incorporated by reference to Exhibit      10.63 of the registrant’s Current Report on Form 8-K, filed April 28,      2008)                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 21     | Subsidiaries      of the registrant (incorporated by reference to Exhibit 21 of the      registrant’s Current Report on Form 10-KSB, filed on April 15,      2008)                                                                                                                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
| 31.1*  | Certification      of Principal Executive Officer Required by Rule 13a-14(a) of the      Securities Exchange Act of 1934, as amended, as Adopted Pursuant to      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
| 31.2*  | Certification      of Principal Financial Officer Required by Rule 13a-14(a) of the      Securities Exchange Act of 1934, as amended, as Adopted Pursuant to      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                              |   |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
| 32     | Certification      of Chief Executive Officer and Chief Financial Officer Pursuant to 18      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002  (incorporated by reference to      Exhibit 32 of the registrant’s Current Report on Form 10-KSB, filed on      April 15, 2008) |   |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
| *      | Filed      herewith.                                                                                                                                                                                                                                                                                                                         |   |

|                    |                                           | BPO      MANAGEMENT SERVICES, INC |
|-------------------------|------------------------------------------------|-----------------------------------|
|                    |                                           |                              |
|                    |                                           |                              |
| Dated:      May 1, 2008 |                                      | /s/ Patrick      A. Dolan    |
|                    | Patrick      A. Dolan, Chief Executive Officer |