EMPLOYMENT
      AGREEMENT

     

    


    This
      Employment Agreement (“Agreement”)
      is
      dated as of December
      13th,
      2006
      (the “Effective
      Date”),
      by
      and between netGuru,
      Inc., a Delaware corporation (“NGRU”)
      (the
“Company”),
      and
      Koushik Dutta, an individual (the “Employee”).
      

     

    RECITALS

     

    WHEREAS,
      BPO Management Services, Inc., a Delaware corporation (“BPOMS”),
      and the Company intend to effect a merger, as a result of which BPOMS will
      become a wholly-owned subsidiary of the Company (the
      “Merger
      Agreement”);

     

    WHEREAS,
      Employee has been employed by the Company on a full time continuous basis as
      Chief
      Technology Officer of the Web4 division
      since
      April 2000 and Chief Operating Officer since November 2005;

     

    WHEREAS,
      the Company will secure the ongoing services of the Employee upon the closing
      (“Closing”) of such Merger Agreement pursuant to the terms and conditions set
      forth herein, and therefore the Employee and the Company intend hereby to enter
      into an employment agreement as set forth herein;

     

    WHEREAS,
      this Agreement is conditioned upon the Closing and shall be void and of no
      effect if for any reason, including, without limitation, a default or breach
      by
      the Company or BPOMS, the Merger Agreement is terminated.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants set forth
      below, the parties hereby agree as follows:

     

    1.     Employment.
      From and after the Effective Date, the Company hereby agrees to employ the
      Employee as Chief Technology Officer of the Company, and the Employee hereby
      accepts such employment, on the terms and conditions set forth
      below.

    


    2.    
      Term.
      The
      term of this Agreement shall begin on the Effective Date and shall end two
      (2)
      years from the Effective Date or upon termination of the Employee’s employment
      by the Company or by the Employee in accordance with the terms of this
      Agreement. The two year employment term herein shall be referred to as the
      “Employment
      Period”.
      Thereafter, the Company may elect, in its sole discretion to either: (i) o
      enter
      into a new employment agreement upon terms and conditions as then mutually
      agreed by the Company and the Employee; or (ii) continue Employee’s employment
      on an “at will” basis only and in such case the Company may terminate the
      Employee’s employment at any time with or without cause and with or without
      notice.

    


    3.     
      Position
      and Duties.

    


    
      	 	
              (a)

            	
              During
                the Employment Period, the Employee shall serve as Chief Technology
                Officer of the Company with such duties, authority and responsibilities
                that are customary for such position and such other related duties
                as
                requested by the Chief Executive Officer or the President of the
                Company
                from time to time. The Employee shall report directly to the Chief
                Executive Officer of the Company. Unless otherwise authorized by
                the Chief
                Executive Officer, the President or the Board of Directors of the
                Company
                (“Board”),
                the Employee shall devote substantially all of his working time,
                attention
                and energies during normal business hours (other than absences due
                to
                illness or vacation) to the performance of his duties for the Company.
                Notwithstanding the above, the Employee shall be permitted to (i)
                serve on
                civic or charitable boards or committees, or (ii) serve on boards
                of other
                companies provided such activities do not interfere with the Employee’s
                performance of his duties for the Company. The Employee shall be
                entitled
                to receive and retain all remuneration received by him from the items
                listed in clauses (i) and (ii) of this
                paragraph.

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (b)

            	
              In
                order to induce the Company to enter into this Agreement, except
                for the
                employment agreement with the Company concerning employment with
                the
                Company which has been disclosed to BPOMS in writing by the Company
                or
                Employee prior to the execution of the Merger Agreement, and which
                employment agreement shall be terminated by the Company and Employee
                effective on the Closing, Employee represents and warrants to the
                Company
                that (i) Employee is not a party or subject to any employment agreement
                or
                arrangement with any other person, firm, company, corporation or
                other
                business entity; and (ii) Employee is subject to no restraint, limitation
                or restriction by virtue of any agreement or arrangement, or by virtue
                of
                any law or otherwise which would impair Employee’s right or ability to
                enter the employ of the Company or to perform fully his duties and
                obligations pursuant to this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Effective
                upon the Closing, and as a material inducement for the Company to
                enter
                into this Agreement, Employee agrees to execute and deliver to the
                Company: (i) the Release
                Agreement
                in
                the form of Exhibit
                A
                attached hereto, which Release Agreement is intended to release the
                Company, BPOMS and other parties as provided for in such Release
                Agreement
                from all known and unknown claims, and as further provided for in
                such
                Release Agreement; and (ii) the Employee
                Proprietary Information And Inventions Agreement in
                the form of
                Exhibit B attached
                hereto.

            


    

    


    4.    
      Place
      of
      Performance. During the Employment Period, the location of employment of the
      Employee shall be at the Company’s principal offices, which currently are
      located in Yorba Linda, Orange County, California.

    


    5.    
      Compensation
      and Related Matters.

    


    
      	 	
              (a)

            	
              Base
                Salary. Commencing on the Effective Date and thereafter during the
                Employment Period, the Company shall pay the Employee a base salary
                at the
                rate of not less than $140,000.00 per year (“Base
                Salary”).
                The Base Salary shall be paid in approximately equal installments
                in
                accordance with the Company’s customary payroll practices. Effective upon
                the occurrence of two consecutive fiscal quarters (i.e. with the
                first
                full fiscal quarter commencing after the Closing )of positive EBITDA
                by
                the Company, as determined by the Company, the Base Salary shall
                be
                increased, on a one time basis only, by an amount equal to 15% of
                the then
                current Base Salary (the “Base Salary Increase”). Notwithstanding any term
                in this Agreement to the contrary, however, Employee shall be entitled
                to
                receive no more than one Base Salary Increase. EBITDA for purposes
                of this
                paragraph means earnings of the Company before interest, taxes, and
                depreciation and amortization expenses as determined in accordance
                with
                GAAP by the Company. The Company may not reduce the Base Salary amount
                without the prior written consent of the
                Employee.

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (b)

            	
              Annual
                Bonus. Commencing on January 1, 2007 and ending on the end of the
                Employment Period, the Employee shall be eligible to earn an annual
                cash
                bonus (the “Annual
                Bonus”)
                in such amount equal to 50% of the then current Base Salary as shall
                be
                determined by the Board based on the achievement of Company and individual
                performance goals for the Company as established by the Board for
                each
                applicable calendar year, with such Annual Bonus being prorated for
                any
                Partial Year (as defined below), and except that no Annual Bonus
                (or any
                pro-rated amount thereof for any Partial Year) shall be accrued,
                due or
                payable or deemed earned by Employee if, prior to the end of a calendar
                year, Employee voluntarily terminates his employment with the Company
                other than for Good Reason as defined below or if the Company terminates
                Employee’s employment for Cause as defined in this Agreement. The Board
                shall establish objective and subjective criteria to be used to determine
                the extent to which performance goals have been satisfied. The Annual
                Bonus shall be prorated for any applicable partial calendar year
                (each a
                “Partial
                Year”).
                

            


    

    


    
      	 	
              (c)

            	
              Business,
                Travel and Entertainment Expenses. The Company shall promptly reimburse
                the Employee for all business, travel and entertainment expenses
                incurred
                during the Employment Period with respect to the business or prospective
                business of the Company, subject to the Company’s expense reimbursement
                policies.

            


    

    


    
      	 	
              (d)

            	
              Vacation.
                During the Employment Period, the Employee shall be entitled to four
                (4) weeks
                of paid vacation per year. Vacation not taken during the applicable
                fiscal
                year (but not in excess of three weeks) shall be carried over to
                the next
                following fiscal year and no vacation shall accrue during the time
                period
                that Employee has accrued and unused vacation in excess of five (5)
                weeks.

            


    

    


    
      	 	
              (e)

            	
              Equity
                Awards. The Employee is hereby granted (the “Grant”) an “incentive stock
                option” (“Option”) as defined under Section 422 of the Internal Revenue
                Code of 1986, as amended, to purchase 75,000 shares of common stock
                of the
                Company at the exercise price per share equal to the fair market
                value per
                share of the Company’s common stock as of the Closing as determined by the
                Board and subject to the following: (i) vesting shall be conditioned
                upon
                being employed by the Company on a full time basis and shall be subject
                to
                the following schedule: 25% shall vest and become exercisable 6 months
                after the Closing; an additional 25% shall vest and become exercisable
                12
                months after the Closing; an additional 25% shall vest and become
                exercisable 18 months after the Closing; and 25% shall vest and become
                exercisable 24 months after the Closing and whereupon the Option
                shall
                have become vested and exercisable as to one hundred percent (100%)
                of the
                stock covered by the Option. (ii) full 100% accelerated vesting of
                the
                Option upon termination of Employee’s employment by the Company without
                Cause or by the Employee for Good Reason; (iii) except as otherwise
                provided for above in this paragraph 5(e), such other terms as provided
                for in the netGuru, Inc. 2003 Stock Option Plan (“Plan”); and (iv)
                Employee shall be required to execute at the Closing a stock option
                grant
                agreement in the form generally utilized by the Company for incentive
                stock options granted under the Plan and otherwise consistent with
                the
                terms herein.

            


    

     

    
      
        	 	
                (f)
                  

              	Welfare, Pension and Incentive Benefit Plans.
                During the
                Employment Period, the Employee (and his eligible spouse and dependents)
                shall be entitled to participate in all welfare benefit plans and
                programs
                maintained by the Company from time to time for the benefit of its
                employees, including, without limitation, all medical, hospitalization,
                dental, disability, accidental death and dismemberment, travel accident
                and life insurance plans, programs and arrangements. In addition,
                during
                the Employment Period, the Employee shall be eligible to participate
                in
                all pension, retirement, savings and other employee benefit plans
                and
                programs maintained from time to time by the Company for the benefit
                if
                its employees.


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

    

    
      	 	
              (g)

            	
              Automobile
                Allowance. The Company shall provide the Employee with an automobile
                allowance of not less than $600.00 per month in connection with the
                performance of his duties.

            


    

    


    	(h)  	
            Additional
              Items. The Company shall provide the Employee with the following
              additional items in connection with the performance of his duties:
              laptop
              computer, internet connection at home (or wireless internet), phone
              cards
              for overseas business calls from outside office, Company credit card
              and
              mobile telephone.

          


    


     6.   
      Termination.
      The Employee’s employment hereunder may be terminated during the Employment
      Period under the following circumstances:

    


    
      	 	
              (a)

            	
              Death.
                The Employee’s employment hereunder shall terminate upon his
                death.

            


    

    


    
      	 	
              (b)

            	
              Disability.
                If, as a result of the Employee’s incapacity due to physical or mental
                illness as determined by a physician selected by the Employee, and
                reasonably acceptable to the Company (or selected by the Company
                if
                Employee fails to designate a reasonably acceptable physician after
                reasonable written notice by the Company), (i) the Employee shall
                have
                been substantially unable to perform his duties hereunder for four
                (4)
                consecutive months, or for an aggregate of 120 days during any period
                of
                twelve (12) consecutive months and (ii) within thirty (30) days after
                written Notice of Termination is given to the Employee after such
                four-month or 120-aggregate-day period, the Employee shall not have
                returned to the substantial performance of his duties on a full-time
                basis, the Company shall have the right to terminate the Employee’s
                employment hereunder for
“Disability.”

            


    

    


    
      	 	
              (c)

            	
              Cause.
                The Company shall have the right to terminate the Employee’s employment
                for “Cause.” For purposes of this Agreement, the Company shall have
                “Cause” to terminate the Employee’s employment only upon the
                Employee’s:

            


    

    


    (i)    
      willful
      gross misconduct or conviction of a felony after the Effective Date that, in
      either case, results in material and demonstrable damage to the business or
      reputation of the Company or which involves any crime or offense involving
      money
      or other property of the Company or BPOMS, or any of their respective
      subsidiaries or affiliates; or

    


    (ii)   
      refusal
      to perform, or willful breach or neglect of the performance of any of his duties
      or obligations hereunder and continued failure to perform his duties hereunder
      within ten (10) business days after the Company delivers to him a written demand
      for performance that specifically identifies the actions to be performed;
      or

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (iii)   material
      breach of Section 3(a) or 3(b) or 3(c) of this Agreement; or

    


    (iv) 
      Employee’s
      performance of any act or his failure to act, for which, if Employee were
      prosecuted and convicted, a crime or offense involving money or property of
      the
      Company or BPOMS or any of their respective subsidiaries or affiliates, or
      which
      would constitute a felony in the jurisdiction involved, would have occurred;
      or

    


    (v)  
      any
      attempt by Employee to improperly secure any personal profit in connection
      with
      the business of the Company or BPOMS or any of their respective subsidiaries
      or
      affiliates; or

    


    (vi)  
      chronic
      alcoholism or drug addiction; or

    


    (vii) 
      any
      breach by Employee of the terms of Section 9 of this Agreement.

    


    Cause
      shall not exist unless and until the Company has delivered to the Employee
      written notice from the Board or the Chief Executive Officer of the Company
      specifying the particulars thereof in detail and unless and until the Company
      has given the Employee fifteen (15) days in which to cure the underlying breach,
      to the extent such breach is susceptible of cure.

    


    
      	 	
              (d)

            	
              Without
                Cause. The Company shall have the right to terminate the Employee’s
                employment hereunder without Cause by providing the Employee with
                a Notice
                of Termination. Termination without cause includes, without limitation,
                the Company or its successor and/or its assigns terminating the Employee
                solely as a result of a sale of the Company to a third party.
                

            


    

    


    
      	 	
              (e)

            	
              Good
                Reason. The Employee shall have the right to terminate his employment
                for
                “Good
                Reason.”
                For purposes of this Agreement, the Employee shall have “Good Reason” to
                terminate his employment upon:

            


    

    


    (i)  
      a
      reduction in the Employee’s Base Salary; or

    


    (ii)  
      the
      failure of Company to pay any compensation, or otherwise provide any material
      benefits, due to the Employee in accordance with the terms of this Agreement,
      and such failure is not cured within 20 days after written notice from Employee
      of the failure to make such payment or benefit; or

    


    (iii)  
      a
      material diminution of Employee’s responsibilities, or the assignment to the
      Employee of duties materially inconsistent with the Employee’s position, duties,
      and status with the Company as set forth in Section 3(a), if done without the
      Employee’s prior written consent and provided such change is not rescinded by
      the Company within 20 days after written notice from Employee specifying the
      change; or

    


    (iv)  
      the
      Company moves the Employee’s place of employment more than one hundred
      twenty-five (125) miles from the location specified in Section 4 hereof
      without the Employee’s prior written consent.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    7.     
      Termination
      Procedure.

    


    
      	 	
              (a)

            	
              Notice
                of Termination. Any termination of the Employee’s employment by the
                Company or by the Employee during the Employment Period (other than
                pursuant to Section 6(a)) shall be communicated by written Notice
                of
                Termination to the other party. For purposes of this Agreement, a
                “Notice
                of Termination”
                shall mean a notice indicating the specific termination provision
                in this
                Agreement relied upon and setting forth in reasonable detail the
                facts and
                circumstances claimed to provide a basis for termination of the Employee’s
                employment under that provision.

            


    

    


    
      	 	
              (b)

            	
              Date
                of Termination. “Date
                of Termination”
                shall mean

            


    

    


    (i)   
      if
      the
      Employee’s employment is terminated by his death, the date of his
      death,

    


    (ii)  
      if
      the
      Employee’s employment is terminated pursuant to Section 6(b), thirty (30) days
      after the date on which the Notice of Termination was transmitted to the
      Employee (provided that the Employee does not return to the substantial
      performance of his duties on a full-time basis during such thirty (30) day
      period), and 

    


    (iii)  
      if
      the
      Employee’s employment is terminated for any other reason, the date on which a
      Notice of Termination is given or any later date (which shall not exceed thirty
      (30) days thereafter), as set forth in such Notice of Termination. 

    


    8.     
      Compensation
      upon Termination or During Disability. In the event the Employee is disabled
      or
      his employment terminates during the Employment Period, the Company shall
      provide the Employee with the payments and benefits set forth
      below.

    


    
      	 	
              (a)

            	
              Termination
                by Company Without Cause or by the Employee for Good Reason. If the
                Employee’s employment is terminated by the Company without Cause (other
                than due to Disability or death) or the Employee elects to terminate
                his
                Employment for Good Reason:

            


    

    


    (i)   
      the
      Company shall pay to the Employee, on or before the Date of Termination, a
      payment equal to the sum of (A) all accrued and unpaid Base Salary and accrued
      unpaid vacation pay through the Date of Termination, and (B)subject to execution
      by Employee of a release agreement in a form and with such terms that are
      acceptable to the Company in the Company’s sole discretion and which release
      agreement shall release the Company from all known and unknown claims, Base
      Salary for a six
      month period
      payable
      in semi-monthly installments or such other installments as would have been
      paid
      under this Agreement if this Agreement had not terminated; provided,
      further,
      that
      the Company shall have no obligation to pay Base Salary for the remainder of
      the
      Employment Period if the Employee’s employment is terminated by the Company
      without Cause because the Company or BPOMS has filed for protection under
      applicable bankruptcy law or has permanently ceased operations);

    


    (ii)   
      the
      Company shall, consistent with past practice, reimburse the Employee pursuant
      to
      Section 5(c) for business expenses incurred but not paid prior to such
      termination of employment; and

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (iii)  
      the
      Employee shall be entitled to any other rights, compensation and/or benefits
      as
      may be due to the Employee in accordance with the terms and provisions of any
      agreements, plans or programs of the Company.

    


    The
      payments and benefits provided for as subclause (A) of clause (i) above and
      in
      clause (ii) above are hereinafter referred to as the “Accrued
      Obligations.”

     

    
      	 	
              (b)

            	
              Termination
                by the Company for Cause or Termination by Employee Without Good
                Reason.
                If the Employee’s employment is terminated by the Company for Cause or by
                the Employee without Good Reason, then the Company shall provide
                the
                Employee with his Accrued Obligations and shall have no further obligation
                to the Employee hereunder except for the benefits provided under
                any plans
                or programs of the Company; and provided that the Annual Bonus shall
                not
                be due or payable or deemed earned or accrued if Employee is terminated
                for Cause or if Employee terminates this Agreement without Good
                Reason.

            


    

    


    
      	 	
              (c)

            	
              Disability.
                During any period that the Employee fails to perform his duties hereunder
                as a result of incapacity due to physical or mental illness (“Disability
                Period”),
                the Employee shall continue to receive his full Base Salary set forth
                in
                Section 5(a) until his employment is terminated pursuant to Section
                6(b).
                In the event the Employee’s employment is terminated for Disability
                pursuant to Section 6(b), the Company shall pay the Accrued Obligations
                and prorated Annual Bonus through the Date of Termination and shall
                have
                no further obligations to the Employee hereunder except to the extent
                of
                disability benefits or other employee benefit plans otherwise available
                to
                Employee.

            


    

    


    
      	 	
              (d)

            	
              Death.
                If the Employee’s employment is terminated by his death, the Company shall
                pay the Accrued Obligations and prorated Annual Bonus through the
                Date of
                Termination and shall have no further obligations hereunder except
                for any
                benefits otherwise available to Employee or his family under insurance
                or
                other employee benefit plans.

            


    

    


    
      	 	
              (e)

            	
              Upon
                the Date of Termination other than due to termination for Cause or
                other
                than due to termination of employment by Employee without Good Reason,
                a
                pro-rated Annual Bonus shall be due and payable to Employee within
                forty-five (45) days after the end of the then current calendar
                year.

            


    

    


    9.     
      Confidential
      Information.

    


    
      	 	
              (a)

            	
              Confidential
                Information. Except as may be required or appropriate in connection
                with
                his carrying out his duties under this Agreement, the Employee shall
                not,
                without the prior written consent of the Company or as may otherwise
                be
                required by law or any legal process, or as is necessary in connection
                with any adversarial proceeding against the Company (in which case
                the
                Employee shall cooperate with the Company in obtaining a protective
                order
                at the Company’s expense against disclosure by a court of competent
                jurisdiction), communicate, to anyone other than the Company and
                those
                designated by the Company or on behalf of the Company in the furtherance
                of its business or to perform his duties hereunder or to the Employee’s
                legal and financial advisors, any trade secrets, confidential information,
                knowledge or data relating to the Company or BPOMS or their respective
                subsidiaries and affiliates or any businesses or investments of the
                Company or BPOMS or their respective subsidiaries and affiliates,
                obtained
                by the Employee during the Employee’s employment by the Company or his
                prior employment with the Companyor its affiliates that is not generally
                available public knowledge (other than by acts by the Employee in
                violation of this Agreement). For purposes of this Agreement,
                “confidential
                information”
                shall not include: information which is or becomes generally available
                to
                the public other than as a result of a disclosure by the Employee
                in
                violation of this Agreement or any other
                agreement.

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (b)

            	
              Injunctive
                Relief. In the event of a breach or threatened breach of this Section
                9,
                the Employee agrees that the Company or BPOMS or their respective
                subsidiaries and affiliates shall be entitled to injunctive relief
                in a
                court of appropriate jurisdiction to remedy any such breach or threatened
                breach, the Employee acknowledges that damages would be inadequate
                and
                insufficient.

            


    

    


    
      	 	
              (c)

            	
              Notwithstanding
                the foregoing, to the extent of any conflict between the provisions
                of
                this Section 9 and the Employee
                Proprietary Information and Inventions Agreement dated
                as of the date hereof between the Company and the Employee, the terms
                of
                the latter agreement shall govern.

            


    

    


    10.   
      Restrictive
      Covenants.

    


    
      	 	
              (a)

            	
              Non-Competition.
                During his employment with the Company (“Employment”), the Employee agrees
                not to:

            


    

    


    (i)   
      Undertake
      any planning for any outside business activity that is competitive with the
      Company; or

    


    (ii)   Directly
      or indirectly own any interest in, manage, control, participate in (whether
      as
      an officer, director, employee, partner, agent, representative or otherwise),
      consult with, render services for, or in any manner engage in any business
      directly competing with the Company and engaged in such business anywhere within
      any state, possession, territory or jurisdiction of the United States of
      America.

    


    The
      ownership of any of the following securities by Employee shall be deemed not
      to
      violate this Section 10(a): if Employee owns beneficially or of record in the
      aggregate less than five percent (5%) of any security which is publicly traded
      on a national securities exchange or actively traded in a recognized
      over-the-counter market. 

    


    
      	 	
              (b)

            	
              Non-Solicitation.
                During the period commencing on the date of this Agreement and continuing
                until the first (1st)
                anniversary of the date when the Employee's Employment is terminated
                for
                any reason, the Employee shall not directly or indirectly, personally
                or
                through others, solicit or attempt to solicit (on the Employee’s own
                behalf or on behalf of any other person or entity) either (i) the
                employment of any employee of the Company or BPOMS or any of the
                Company's
                or BPOMS’ affiliates or subsidiaries, or (ii) the business of any customer
                of the Company or BPOMS, or any of the Company's or BPOMS’ affiliates or
                subsidiaries with whom the Employee had contact during his Employment
                or
                during Employee’s prior employment with the Company or its
                affiliates.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (c)

            	
              Non-Disclosure.
                The Employee shall have entered into an Employee Proprietary Information
                and Inventions Agreement with the Company effective as of the Closing
                and
                which is incorporated herein by
                reference.

            


    

    


    
      	 	
              (d)

            	
              Injunctive
                Relief. The Employee acknowledges and agrees that his failure to
                perform
                any of his covenants in this Section 10 would cause irreparable injury
                to
                the Company and cause damages to the Company that would be difficult
                or
                impossible to ascertain or quantify. Accordingly, without limiting
                any
                other remedies that may be available with respect to any breach of
                this
                Agreement, the Employee agrees that the Company may seek an injunction
                to
                restrain any breach of this Section
                10.

            


    

    


    
      	 	
              (e)

            	
              Survival.
                The covenants in this Section 10 shall survive any termination or
                expiration of this Agreement and the termination of the Employee's
                Employment with the Company for any
                reason.

            


    

    


    11.   
      Successors;
      Binding Agreement.

    


    
      	 	
              (a)

            	
              Company’s
                Successors. No rights or obligations of the Company under this Agreement
                may be assigned or transferred, except that the Company has the right,
                but
                not the obligation, to require any successor (whether direct or indirect,
                by purchase, merger, consolidation or otherwise) to all or substantially
                all of the business and/or assets of the Company to expressly assume
                and
                agree to perform this Agreement in the same manner and to the same
                extent
                that the Company would be required to perform it if no such succession
                had
                taken place, and in such case the Company shall be released from
                all
                obligations under this Agreement. As used in this Agreement, “Company”
                shall include any successor to its business and/or assets (by merger,
                purchase or otherwise) which executes and delivers the agreement
                provided
                for in this Section 11 or which otherwise becomes bound by all the
                terms
                and provisions of this Agreement by operation of
                law.

            


    

    


    
      	 	
              (b)

            	
              Employee’s
                Successors. No rights or obligations of the Employee under this Agreement
                may be assigned or transferred by the Employee other than his rights
                to
                payments or benefits hereunder, which may be transferred only by
                will or
                the laws of descent and distribution. Upon the Employee’s death, this
                Agreement and all rights of the Employee hereunder shall inure to
                the
                benefit of and be enforceable by the Employee’s beneficiary or
                beneficiaries, personal or legal representatives, or estate, to the
                extent
                any such person succeeds to the Employee’s interests under this Agreement.
                If the Employee should die following his Date of Termination while
                any
                amounts would still be payable to him hereunder if he had continued
                to
                live, all such amounts unless otherwise provided herein shall be
                paid in
                accordance with the terms of this Agreement to such person or persons
                so
                appointed in writing by the Employee, or otherwise to his legal
                representatives or estate.

            


    

    


    12.  
      Notice.
      For the purposes of this Agreement, notices, demands and all other
      communications provided for in this Agreement shall be in writing and shall
      be
      deemed to have been duly given when delivered either personally or two (20
      business days after deposit with the United States Postal Service by certified
      or registered mail, return receipt requested, postage prepaid, addressed as
      follows:

    


    If
      to the
      Employee:   Koushik
      Dutta, 28 Washington, Irvine, CA 92606

     

                    
Jack
      Cornman

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    If
      to the
      Company:   19800
      MacArthur Blvd, suite 820

     

                      Irvine,
      CA 92612

     

     

    or
      to
      such other address as any party may have furnished to the others in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    13.   Miscellaneous.
      No provisions of this Agreement may be amended, modified, or waived unless
      such
      amendment or modification is agreed to in writing signed by the Employee and
      by
      a duly authorized officer of the Company, and such waiver is set forth in
      writing and signed by the party to be charged. No waiver by either party hereto
      at any time of any breach by the other party hereto of any condition or
      provision of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time. No agreements or representations, oral or otherwise,
      express or implied, with respect to the subject matter hereof have been made
      by
      either party which are not set forth expressly in this Agreement. The respective
      rights and obligations of the parties hereunder of this Agreement shall survive
      the Employee’s termination of employment and the termination of this Agreement
      to the extent necessary for the intended preservation of such rights and
      obligations. The validity, interpretation, construction and performance of
      this
      Agreement shall be governed by the laws of the State of California without
      regard to its conflicts of law principles.

    


    14.  
      Validity.
      The invalidity or unenforceability of any provision or provisions of this
      Agreement shall not affect the validity or enforceability of any other provision
      of this Agreement, which shall remain in full force and effect.

    


    15.  
      Counterparts.
      This Agreement may be executed in one or more counterparts and by facsimile,
      each of which shall be deemed to be an original but all of which together will
      constitute one and the same instrument.

    


    16.  
      Entire
      Agreement. This Agreement, the Release
      Agreement
      and the
Employee
      Proprietary Information And Inventions Agreement
      hereof
      set forth the entire agreement of the parties hereto in respect of the subject
      matter contained herein and supersede all prior agreements, promises, covenants,
      arrangements, communications, representations or warranties, whether oral or
      written, by any officer, employee or representative of any party hereto in
      respect of the subject matter hereto.

    


    17.  
      Withholding.
      All payments hereunder shall be subject to any required withholding of Federal,
      state and local taxes pursuant to any applicable law or regulation.

    


    18.  
      Section
      Headings. The section headings in this Employment Agreement are for convenience
      of reference only, and they form no part of this Agreement and shall not affect
      its interpretation.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    19.  
      Attorneys’
      Fees. Should any arbitration, proceeding, or other legal action be brought
      for
      the enforcement of this Agreement, the successful or prevailing party shall
      be
      entitled to recover its reasonable attorneys’, accounting, and other
      professional fees, and any other costs incurred in such arbitration, proceeding
      or other legal action, at trial, on appeal, or in collection thereof, in
      addition to any other relief to which it may be entitled.

    


    CONTINUED
      ON NEXT PAGE

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      on
      the date first above written.

    


    netGuru,
      Inc., a Delaware corporation 

    By: 
      /s/
      Patrick A Dolan

    Name:
      Patrick A. Dolan

    Title:
      Chief Executive Officer

    


    By:
      /s/
      James Cortens

    Name:
      James Cortens

    Title:
      Secretary

    


    


    Employee:

    


    /s/
      Koushik Dutta 

    Name:
      Koushik Dutta

     

    
 

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    RELEASE
      AGREEMENT

    


    Release
      Agreement (“Agreement”),
      dated
      ______________ and effective as of _____________, 2006 (the “Effective
      Time”)
      by and
      between netGuru,
      Inc., a Delaware corporation (the
      “Company”
or
      “Employer”),
      and
      __________ (the “Employee”).
      The
Effective
      Time
      shall be
      the time of the closing of the merger as described in the attached Employment
      Agreement.

    


    	1.  	
            The
              Company and Employee agree that Employee has been employed by the Company
              on at will basis since about
              _________________.

          


    


    	2.  	
            In
              connection with and as partial consideration for entering into the
              attached Employment Agreement in lieu of the employment relationship
              between the Employee and the Company terminating as of the Effective
              Time,
              the Employee has executed this Agreement.

          


    


    	3.  	
            Both
              the Company and Employee agree that all prior written, verbal, and
              oral
              agreements, if any, with the Company with respect to the Company’s
              obligation, if any, to pay Employee any compensation, severance payments,
              bonuses, salary, benefits and/or options and any such agreements regarding
              future employment, including, without limitation, any promises in
              connection with the sale of the Employer or its assets or the merger
              of
              the Company are hereby cancelled, null, and void, and of no further
              force
              or effect.

          


    


    	4.  	
            Employee
              acknowledges that Employee has received all payments and any and all
              other
              compensation due to Employee, of any kind, with respect to Employee’s
              employment with Employer for services performed through and including
              the
              Effective Time.

          


    


    	5.  	
            Employee
              hereby releases the Company, BPO Management Services, Inc., a Delaware
              corporation, and each of their respective successors and assigns, and
              all
              of their respective related entities, including all subsidiaries and
              affiliates, and the present and former stockholders, directors, officers,
              employees, agents, and representatives or any of them from any and
              all
              claims and demands Employee may have arising from Employee’s employment
              relationship with the Company from the beginning of time through and
              including the Effective Time, other than any claims and demands arising
              out of this Agreement. This includes the release of any rights or claims
              Employee may have under or in connection with his employment with the
              Company; any promises to be granted any stock options or other equity
              or
              quasi-equity based securities; any promises to have any stock options
              or
              other equity or quasi-equity based securities vest in any manner other
              than as provided for in the Company’s stock option plans; any promises to
              be paid a severance amount or bonuses or in connection with the sale
              of or
              merger or reorganization of or with the Company or the Company’s assets or
              otherwise; the Age Discrimination in Employment Act, which prohibits
              age
              discrimination in employment; Title VII of the Civil Rights Act of
              1964,
              as amended, which prohibits discrimination in employment based on race,
              color, national origin, religion, or sex; the Americans With Disabilities
              Act, which prohibits discrimination in employment by reason of disability;
              the
              California Fair Employment and Housing Act, Cal. Gov’t. Code §§ 12900,
              et
              seq.
              (discrimination, including race, color, national origin, ancestry,
              disability, medical condition, marital status, sex, sexual or racial
              harassment and age); the California Labor Code §§ 200, et
              seq.
              (salary, commission, compensation, benefits and other matters);
              or
              any other federal, state, or local laws or regulations prohibiting
              employment discrimination or otherwise relating to Employee's employment.
              This Agreement also includes a release by Employee of any claims for
              defamation and intentional torts. This release covers both claims that
              Employee knows about and those Employee may not know about. Employee
              represents that as of the date of Employee’s execution of this Agreement,
              Employee has incurred no disability or injury in relation to or as
              a
              result of Employee’s employment and asserts no claim for any form of
              compensation for such disability, injury or job-related condition.
              Employee promises never to file a lawsuit asserting any claims (other
              than
              claims under the Age Discrimination in Employment Act) that have been
              released in this Section
              5.

          


     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    	6.  	
            The
              Employee has been fully advised by Employee’s attorney of the contents of
              Section 1542 of the Civil Code of the State of California, and that
              section and the benefits thereof, as well as benefits accruing under
              any
              comparable provisions of the law of any other jurisdiction, are hereby
              expressly waived by the Employee. Section 1542 reads as
              follows:

          


    


    “Section
      1542. (Certain
      Claims Not Affected By General Release)
      A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”

    


    _________
      

    Initials

    


    	7.  	
            Any
              notice or other communication required or permitted hereunder shall
              be in
              writing and shall be delivered personally, sent by facsimile transmission
              or sent by certified, registered, or express mail, postage prepaid,
              return
              receipt requested. Any such notice shall be deemed given when so delivered
              personally or sent by facsimile transmission, one business day after
              being
              sent if sent by recognized overnight courier, or if mailed, then four
              days
              after the date of deposit in the United States mails addressed to the
              addresses as indicated in the attached Employment
              Agreement.

          


    


    	8.  	
            Commencing
              immediately upon the date of this Agreement, Employee agrees to keep
              confidential and not to directly or indirectly divulge any of the terms,
              or existence of this Agreement, and not to disclose such information
              to
              anyone other than Employee’s attorneys and licensed tax and/or
              professional investment advisor, all of whom will be informed of and
              be
              bound by this confidentiality provision. Employee may disclose the
              terms
              of this Agreement when required by law provided that seven days’ advance
              written notice is given to the Company.

          


    


    	9.  	
            This
              Agreement may be amended, superseded, canceled, renewed, or extended,
              and
              the terms hereof may be waived, only by a written instrument signed
              by the
              parties or, in the case of a waiver, by the party waiving compliance.
              No
              delay on the part of any party in exercising any right, power, or
              privilege hereunder shall operate as a waiver thereof, nor shall any
              waiver on the part of such party of any such right, power, or privilege,
              nor any single or partial exercise of any such right, power, or privilege,
              preclude any other or further exercise thereof or the exercise of any
              other such right, power, or privilege.

          


     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    	10.  	
            This
              Agreement shall be governed by and construed in accordance with the
              laws
              of the State of California, without regard to its conflict of laws
              rules.

          


    


    	11.  	
            The
              provisions of this Agreement shall be binding upon and inure to the
              benefit of the parties hereto and their respective heirs, legal
              representatives, successors, and assigns. This Agreement, and the
              Employee’s rights and obligations hereunder, may not be assigned by the
              Employee. The Company shall be permitted to assign this Agreement and
              its
              rights, together with its obligations, hereunder, provided the assignee
              agrees to accept such assignment and further provided that a permitted
              assignment shall not release the Company from its obligations under
              this
              Agreement except to the extent that such obligations are satisfied
              by the
              assignee.

          


    


    	12.  	
            In
              the event that one or more of the provisions contained in this Agreement,
              or any part hereof, shall be determined to be invalid, illegal, or
              unenforceable in any respect under any applicable statute or rule of
              law,
              only such provision(s) shall be considered invalid, illegal, or
              unenforceable (and then only to the extent of such invalidity, illegality,
              or unenforceability), and the rest of the provisions shall remain in
              full
              force and effect. The Employee agrees that if any provision contained
              herein shall be adjudged to be invalid, illegal, or unenforceable for
              any
              reason, but would be adjudged to be valid, legal, and enforceable if
              part
              of the wording thereof were deleted and/or the time period thereof
              and/or
              the geographic area thereof were reduced, the said provision shall
              apply
              with such modification(s) as may be necessary to make it valid, legal,
              and
              enforceable.

          


    


    	13.  	
            This
              Agreement and any other agreements incorporated herein by reference,
              such
              as the attached Employment Agreement and any other exhibits to such
              Employment Agreement, set forth the entire agreement and understanding
              of
              the parties relating to the subject matter hereof, and, subject to
              the
              provisions hereof, supersede all prior agreements, arrangements, and
              understandings, written or oral, relating to the subject matter hereof.
              

          


    


    


    EMPLOYEE
      ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND RELEASE,
      UNDERSTANDS IT, AND IS VOLUNTARILY ENTERING INTO IT OF EMPLOYEE'S OWN FREE
      WILL,
      WITHOUT DURESS OR COERCION, AFTER DUE CONSIDERATION OF ITS TERMS AND CONDITIONS.
      EMPLOYEE FURTHER ACKNOWLEDGES THAT EXCEPT AS STATED IN THIS AGREEMENT AND
      RELEASE, THE COMPANY OR ANY REPRESENTATIVE OF THE COMPANY HAS MADE NO
      REPRESENTATIONS OR PROMISES TO EMPLOYEE.

     

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement the date first above
      written.

     

    netGuru,
      Inc., a Delaware corporation 

    


    By:
      _________________________

    Name:______________________

    Title: _______________________

    


    


    


    EMPLOYEE

    


    


    ______________________________

    [name
      of
      employee]

    



    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    EMPLOYEE
      PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

     

     

    
      
         

      

      
        16