bpo_ex1052.htm


    
      

    

     

    Exhibit
      10.52

     

    ESCROW
      AGREEMENT

     

    


     

    by
      and
      among

     

    


     

    BPO
      Management Services, Inc.,

     

    Everett
      Huntoon and Howard Andrews

     

    and

     

    


     

    U.S.
      Bank
      National Association

     

    


     

    Dated
      as
      of October 10, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”) is dated as of the 10th
      day of October,
      2007, by and among BPO Management Services, Inc., a Delaware corporation (the
      “Buyer”), Mr. Everett Huntoon and Mr. Howard Andrews (together, the
“Sellers”) and U.S. Bank National Association, a national banking
      association (the “Escrow Agent”), as escrow agent.  The Buyer
      and the Sellers are sometimes referred to herein, collectively, as the
“Interested Parties.”  Capitalized terms used but not defined
      herein shall have the meanings set forth in the Purchase Agreement (as defined
      below).

     

    WHEREAS,
      the Buyer is purchasing from the Sellers 100% of the shares of issued stock
      of
      Blue Hill Data Services, Inc., a Delaware corporation (the “Company”),
      pursuant to a Stock Purchase Agreement dated as of the date hereof, between
      the
      Sellers and the Buyer (the “Purchase Agreement”);

     

    AND
      WHEREAS the Purchase Agreement provides that, in order to secure the
      Buyer’s obligation to pay an installment of the Purchase Price thereunder in the
      amount of $1,000,000, the Buyer will execute a promissory note and an associated
      confession of judgment (the “Confession of Judgment”) and provides that,
      if the Buyer fails to pay such installment of the Purchase Price when due,
      then
      the Sellers will be entitled to enforce the promissory note and the Confession
      of Judgment unless and to the extent that the Buyer has claimed indemnification
      from the Sellers pursuant to the Purchase Agreement;

     

    AND
      WHEREAS the Purchase Agreement provides that, if the Buyer is claiming
      indemnification from the Sellers pursuant to the Purchase Agreement, the Buyer
      shall deposit the amount of such indemnity claim (including costs and attorney’s
      fees and disbursements) in escrow pending final resolution of such indemnity
      claim;

     

    AND
      WHEREAS, the Sellers and Buyer wish to engage the Escrow Agent to act,
      and the Escrow Agent is willing to act, as escrow agent hereunder and, in that
      capacity, to hold the Confession of Judgment and to hold, administer and
      distribute the claimed indemnity amounts (if any) deposited in escrow hereunder
      in accordance with, and subject to, the terms of this Agreement;

     

    NOW
      THEREFORE, for valuable consideration, the receipt whereof is hereby
      acknowledged, the parties hereto agree as follows:

     

    Section
      1.                                Deposit
      of Document.

     

    Upon
      signing of the Purchase Agreement and this Agreement, the Buyer and the Sellers
      shall deposit the Confession of Judgment with the Escrow Agent by jointly
      depositing the same in a Federal Express deposit box wrapped in a properly
      addressed Federal Express envelope, (with delivery confirmation by e-mail to
      the
      following e-mail addresses requested emirsky@mirskyblock.com and
      dwest@airdberlis.com), to be held and released in accordance with the terms
      hereof.  On the date the Escrow Agent receives the Confession of
      Judgment, the Escrow Agent will provide a written confirmation of its receipt
      to
      the Buyer and the Sellers.

     


    
      
        
        

      

      
        -2
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Section
                2.

            	
               Deposit
                of Escrow
                Funds.

            


    

     

    (a)    If
      and when
      the Buyer gives a Claim Notice to the Sellers pursuant to the Purchase
      Agreement, the Buyer will simultaneously deliver a copy of such Claim Notice
      to
      the Escrow Agent.

     

    (b)    For
      purposes
      hereof, an “Indemnity Claim Amount” means the Buyer’s good faith estimate
      of the amount of damages to which it is entitled pursuant to a Claim Notice
      given under the Purchase Agreement.

     

    (c)    If
      the Buyer
      gives a copy of a Claim Notice and pays the associated Indemnity Claim Amount
      to
      the Escrow Agent hereunder, (such Indemnity Claim Amount, together with any
      investment income or proceeds received by the Escrow Agent from the investment
      thereof from time to time being collectively called the “Escrow Funds”),
      then the Escrow Agent agrees to hold the Escrow Funds in an account established
      with the Escrow Agent (the “Escrow Account”), and to administer the
      Escrow Funds in accordance with the terms of this Agreement.  On the
      date the Escrow Agent receives a Claim Notice and an Indemnity Claim Amount,
      the
      Escrow Agent will provide a written confirmation of its receipt to the Buyer
      and
      the Sellers.

     

    
      	
              Section
                3.

            	
              Release
                from Escrow.

            


    

     

    (a)           The
      dollar amount of the Confession of Judgment initially shall be
      blank.  The Escrow Agent is hereby irrevocably authorized and
      irrevocably directed by the parties hereto to complete the Confession of
      Judgment in the amount of ONE MILLION DOLLARS ($1,000,000.00) less any Indemnity
      Claim Amount, notice of which is received by the Escrow Agent prior to January
      1, 2009.

     

    (b)           If,
      at any time after January 1, 2009 the Escrow Agent
      receives a notice from the Sellers (a “Delivery Notice”) in the form
      attached hereto as Exhibit A, and if, prior to that time:

     

        (i)           
      the Escrow Agent has not received a Claim Notice and an Indemnity Claim Amount
      from the Buyer, then the Escrow Agent shall immediately provide a copy of the
      Delivery Notice to the Buyer (with copies to Buyer’s counsel as provided in
      section 14 hereof) and, within ten (10) Business Days after it receives such
      Delivery Notice, the Escrow Agent shall deliver the Confession of Judgment
      to
      the Sellers completed in the amount of ONE MILLION DOLLARS ($1,000,000.00);
      or

     

        (ii)           the
      Escrow Agent has previously received a copy of a Claim Notice and Indemnity
      Claim Amount from the Buyer, then the Escrow Agent shall complete the Confession
      of Judgment by filling in the amount of the confession, which shall be ONE
      MILLION DOLLARS ($1,000,000.00) less the amount of the Indemnity Claim, and
      promptly deliver the Confession of Judgment, as so completed, to Sellers’
attorney at the address listed in section 14 hereof (and will send a copy of
      the
      completed Confession of Judgment to the Buyer and the Buyer’s
      counsel).

     


    
      
        
        

      

      
        -3
          -

        
          

        

      

      
        
        

      

    


    (c)    If,
      at any
      time, the Escrow Agent receives a written notice jointly executed by the Sellers
      and the Buyer (a “Release Notice”) in the form attached hereto as Exhibit
      B, then the Escrow Agent will immediately deliver the Confession of Judgment
      to
      the Buyer.

     

    (d)           If
      the Escrow Agent receives a copy of a Claim Notice and an Indemnity Claim Amount
      from the Buyer pursuant to Section 2 hereof, then the Escrow Agent will hold
      the
      Escrow Funds until it receives either:

     

        (i)           a
      written notice jointly executed by the Buyer and the Sellers advising that
      the
      particular indemnity claim has been resolved and jointly instructing the Escrow
      Agent as to the distribution of the Escrow Funds or any portion thereof,
      or

     

        (ii)           a
      notice from the Buyer or the Sellers in the form attached hereto as Exhibit
      C (a
“Resolution Notice”) certifying that the matter referred to in the
      particular Claim Notice has been determined by arbitration pursuant to the
      rules
      of the American Arbitration Association as provided by the Purchase
      Agreement.

     

    Upon
      receipt of such joint written notice from the Sellers and the Buyer or such
      Resolution Notice, the Escrow Agent shall make payment from the Escrow Funds
      in
      accordance therewith within two (2) Business Days of receipt
      thereof.

     

    (e)                      For
      purposes of this Agreement, “Business Day” shall mean any day other than
      a Saturday or Sunday or a day on which national banking institutions in the
      City
      of Los Angeles, or the City of New York are authorized or obligated by law
      or
      executive order to be closed.

     

    
      	
              Section
                4.

            	
              Investment
                of Funds.

            


    

     

    (a)                      The
      Escrow Agent shall invest any Escrow Funds in the Escrow Agent’s Insured Money
      Market Account (“IMMA”) or, if directed by Buyer,  in short
      term United States Treasury bills.  The Escrow Funds shall be held
      and, if registrable, shall be registered in the name of the Escrow Agent under
      “Escrow Agreement dated as of October 10, 2007 by and among BPO Management
      Services, Inc., Everett Huntoon and Howard Andrews and U.S. Bank National
      Association, as escrow agent.”

     

    (b)           All
      earnings received from the investment of the original principal amount of the
      Escrow Funds shall be credited in proportion to and belong to the Interested
      Party or Parties to whom the Escrow Funds are paid pursuant to Section 3
      hereof.  The Escrow Agent shall have no liability for any investment
      losses, including without limitation any market loss on any investment
      liquidated prior to maturity in order to make a payment required
      hereunder.

     

    (c)                      The
      Interested Parties agree that, for tax reporting purposes, all interest and
      other income earned from the investment of the Escrow Funds in any tax year
      shall be reported by the Interested Party or Parties to whom the earnings are
      paid pursuant to Section 3 hereof.

     

    (d)           The
      Interested Parties agree to provide the Escrow Agent with a certified tax
      identification or social security numbers, as the case may be, by signing and
      returning a

     


    
      
        
        

      

      
        -4
          -

        
          

        

      

      
        
        

      

    


    Form W-9
      (or Form W-8 BEN, in case of non-U.S. persons) to the Escrow Agent upon the
      execution and delivery of this Agreement.  Each of the Interested
      Parties understands that, in the event its tax identification numbers are not
      certified to the Escrow Agent, the Internal Revenue Code, as amended from time
      to time, may require withholding of a portion of any interest or other income
      earned on the investment from the Escrow Funds.  The Interested
      Parties agree to instruct the Escrow Agent in writing with respect to the Escrow
      Agent’s responsibility for withholding and other taxes, assessments or other
      governmental charges, and to instruct the Escrow Agent with respect to any
      certifications and governmental reporting that may be required under any laws
      or
      regulations that may be applicable in connection with its acting as Escrow
      Agent
      under this Agreement.

     

    


     

    (e)                      The
      Escrow Agent shall deliver prompt monthly account statements to the Sellers
      and
      the Buyer with respect to the balance of the Escrow Funds and all transactions
      with respect thereto.  The Escrow Agent shall respond promptly to
      provide information regarding the Escrow Funds, upon the reasonable request
      of
      the Sellers or the Buyer.

     

    
      	
              Section
                5.

            	
              Concerning
                the Escrow Agent.

            


    

     

    (a)                      Each
      Interested Party acknowledges and agrees that the Escrow Agent (i) shall
      not be responsible for any of the agreements referred to or described herein
      (including, without limitation the Purchase Agreement), or for determining
      or
      compelling compliance therewith, and shall not otherwise be bound thereby,
      (ii) shall be obligated only for the performance of such duties as are
      expressly and specifically set forth in this Agreement on its part to be
      performed, each of which is ministerial (and shall not be construed to be
      fiduciary) in nature, and no implied duties or obligations of any kind shall
      be
      read into this Agreement against or on the part of the Escrow Agent,
      (iii) shall not be obligated to take any legal or other action hereunder
      which might in its judgment involve or cause it to incur any expense or
      liability unless it shall have been furnished with acceptable indemnification,
      (iv) may rely on and shall be protected in acting or refraining from acting
      upon any written notice, instruction (including, without limitation, wire
      transfer instructions, whether incorporated herein or provided in a separate
      written instruction), instrument, statement, certificate, request or other
      document furnished to it hereunder and believed by it in good faith to be
      genuine and to have been signed or presented by the proper person, and shall
      have no responsibility or duty to make inquiry as to or to determine the
      genuineness, accuracy or validity thereof (or any signature appearing thereon),
      or of the authority of the person signing or presenting the same, and (v) may
      consult counsel satisfactory to it, including in-house counsel, and the opinion
      or advice of such counsel in any instance shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in accordance with the opinion or advice
      of
      such counsel.

     

    (b)           The
      Escrow Agent shall not be liable to anyone for any action taken or omitted
      to be
      taken by it hereunder except in the case of the Escrow Agent’s gross negligence
      or willful misconduct in breach of the terms of this Agreement.  In no
      event shall the Escrow Agent be liable for indirect, punitive, special or
      consequential damage or loss (including but not limited to lost profits)
      whatsoever, even if the Escrow Agent has been informed of the likelihood of
      such
      loss or damage and regardless of the form of action, unless due to the Escrow
      Agent’s willful misconduct or fraud.

     


    
      
        
        

      

      
        -5
          -

        
          

        

      

      
        
        

      

    


    


     

    (c)                      The
      Escrow Agent shall have no more or less responsibility or liability on account
      of any action or omission of any book-entry depository, securities intermediary
      or other subescrow agent employed by the Escrow Agent than any such book-entry
      depository, securities intermediary or other subescrow agent has to the Escrow
      Agent, except to the extent that such action or omission of any book-entry
      depository, securities intermediary or other subescrow agent was caused by
      the
      Escrow Agent’s own gross negligence or willful misconduct in breach of this
      Agreement.

     

    (d)           The
      Escrow Agent is hereby authorized, in making or disposing of any investment
      permitted by this Agreement, to deal with itself (in its individual capacity)
      or
      with any one or more of its affiliates, whether it or such affiliate is acting
      as a subagent of the Escrow Agent or for any third person or dealing as
      principal for its own account.

     

    (e)                      Notwithstanding
      any term appearing in this Agreement to the contrary, in no instance shall
      the
      Escrow Agent be required or obligated to deliver the Confession Judgment or
      any
      Escrow Funds (together called the “Escrow Property”) (or take other
      action that may be called for hereunder to be taken by the Escrow Agent) sooner
      than (i) two (2) Business Days after it has received the applicable
      documents required under this Agreement in good form, or (ii) passage of
      the applicable time period or occurrence of the applicable distribution date
      (or
      both (i) and (ii), as applicable under the terms of this Agreement), as the
      case
      may be.

     

    
      	
              Section
                6.

            	
              Compensation,
                Expense Reimbursement and
                Indemnification.

            


    

     

    (a)                      The
      Buyer agrees to pay the Escrow Agent’s fees and expenses hereunder in accordance
      with the fee schedule attached hereto as Schedule 1 and made a part
      hereof, which may be subject to change hereafter by the Escrow Agent on an
      annual basis.

     

    (b)           The
      Buyer agrees to reimburse the Escrow Agent on demand for all costs and expenses
      incurred in connection with the administration of this Agreement or the escrow
      created hereby or the performance or observance of its duties hereunder which
      are in excess of its compensation for normal services hereunder, including
      without limitation, payment of any legal fees and expenses incurred by the
      Escrow Agent in connection with resolution of any claim by any party
      hereunder.

     

    (c)                      The
      Buyer and Sellers agree to indemnify the Escrow Agent (and its directors,
      officers and employees) and hold it (and such directors, officers and employees)
      harmless from and against any loss, liability, damage, cost and expense of
      any
      nature incurred by the Escrow Agent arising out of or in connection with this
      Agreement or with the administration of its duties hereunder, including but
      not
      limited to reasonable attorney’s fees and other costs and expenses of defending
      or preparing to defend against any claim of liability (collectively,
“Losses”), unless and except to the extent such Losses are caused by the
      Escrow Agent’s gross negligence, or willful misconduct, and except that Buyer
      shall be solely responsible for escrow fees and expenses charged by Escrow
      Agent
      under Schedule 1 hereunder.

     

    (d)           The
      foregoing indemnification and agreement to hold harmless shall survive the
      termination of this Agreement.

     


    
      
        
        

      

      
        -6
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Section
                7.

            	
              Termination.

            


    

     

    This
      Agreement, and the escrow created hereunder, shall terminate upon the release
      and/or distribution of all documents and amounts comprising the Escrow Property,
      as provided herein, and the fulfillment of all of the Escrow Agent’s obligations
      hereunder.

     

    
      	
              Section
                8.

            	
              Tax
                Indemnification.

            


    

     

    The
      Buyer
      agrees (i) to assume any and all obligations imposed now or hereafter by any
      applicable tax law with respect to any payment or distribution of the Escrow
      Funds to the Buyer, or performance of other activities under this Agreement,
      (ii) to instruct the Escrow Agent in writing with respect to the Escrow
      Agent’s responsibility for withholding and other taxes, assessments or other
      governmental charges with respect to any payment or distribution of the Escrow
      Funds to the Buyer, and to instruct the Escrow Agent with respect to any
      certifications and governmental reporting that may be required under any laws
      or
      regulations that may be applicable in connection with its acting as Escrow
      Agent
      under this Agreement, by virtue of the Buyer’s status as an Interested Party,
      and (iii) to indemnify and hold the Escrow Agent harmless from any
      liability or obligation on account of taxes, assessments, additions for late
      payment, interest, penalties, expenses and other governmental charges that
      may
      be assessed or asserted against the Escrow Agent in connection with, on account
      of or relating to the Escrow Funds, the management established hereby, any
      payment or distribution of or from the Escrow Funds to the Buyer pursuant to
      the
      terms hereof or other activities performed under the terms of this Agreement,
      including without limitation any liability for the withholding or deduction
      of
      (or the failure to withhold or deduct) the same, and any liability for failure
      to obtain proper certifications or to report properly to governmental
      authorities in connection with this Agreement, including costs and expenses
      (including reasonable legal fees and expenses), interest and
      penalties.  The Sellers agree (i) to assume any and all obligations
      imposed now or hereafter by any applicable tax law with respect to any payment
      or distribution of the Escrow Funds to the Sellers, (ii) to instruct the
      Escrow Agent in writing with respect to the Escrow Agent’s responsibility for
      withholding and other taxes, assessments or other governmental charges with
      respect to any payment or distribution of the Escrow Funds to the Sellers,
      and
      to instruct the Escrow Agent with respect to any certifications and governmental
      reporting that may be required under any laws or regulations that may be
      applicable in connection with its acting as Escrow Agent under this Agreement,
      by virtue of the Buyer’s status as an Interested Party, and (iii) to
      indemnify and hold the Escrow Agent harmless from any liability or obligation
      on
      account of taxes, assessments, additions for late payment, interest, penalties,
      expenses and other governmental charges that may be assessed or asserted against
      the Escrow Agent in connection with, on account of or relating to the Escrow
      Funds, the management established hereby, any payment or distribution of or
      from
      the Escrow Funds to the Sellers pursuant to the terms hereof or other activities
      performed under the terms of this Agreement, including without limitation any
      liability for the withholding or deduction of (or the failure to withhold or
      deduct) the same, and any liability for failure to obtain proper certifications
      or to report properly to governmental authorities in connection with this
      Agreement, including costs and expenses (including reasonable legal fees and
      expenses), interest and penalties.  The indemnifications and
      agreements to hold harmless set forth in this Section 8 shall survive the
      termination of this Agreement.

     


    
      
        
        

      

      
        -7
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Section
                9.

            	
              Resignation.

            


    

     

    The
      Escrow Agent may at any time resign as Escrow Agent hereunder by giving
      thirty (30) days’ prior written notice of resignation to each of the
      Interested Parties.  Prior to the effective date of the resignation as
      specified in such notice, the Buyer will issue to the Escrow Agent a written
      instruction authorizing redelivery of the Escrow Property to a bank or trust
      company that it selects as successor to the Escrow Agent hereunder, which
      successor shall have been approved in writing by the Sellers prior to such
      instruction by the Buyer, such approval not to be unreasonably withheld or
      delayed.

     

    
      	
              Section
                10.

            	
              Dispute
                Resolution.

            


    

     

    (a)                      It
      is understood and agreed that, should any dispute arise with respect to the
      delivery, ownership, right of possession, and/or disposition of the Escrow
      Property, or should any claim be made upon the Escrow Agent or the Escrow
      Property by a third party, the Escrow Agent upon receipt of notice of such
      dispute or claim is authorized and shall be entitled (at its sole option and
      election) to retain in its possession without liability to anyone, all or any
      of
      the Escrow Property until such dispute shall have been settled by (i) the mutual
      written agreement of the parties involved, (ii) an award by an arbitrator in
      an
      arbitration conducted in accordance with the provisions of the Purchase
      Agreement and after the time for the perfection of an appeal to such award
      which
      shall have run, or (iii) by a final order, decree or judgment of a court of
      competent jurisdiction in the United States of America, the time for perfection
      of an appeal of such order, decree or judgment having expired.  The
      Escrow Agent may, but shall be under no duty whatsoever to, institute or defend
      any legal proceedings which relate to the Escrow Funds.

     

    (b)           The
      parties agree that any dispute arising out of this Agreement where the Escrow
      Agent is merely a stakeholder and no claim is asserted against it, including
      any
      dispute as to the scope of this arbitration provision, which the parties intend
      to be as broad and fully encompassing as possible, shall be submitted to
      arbitration by a single arbitrator in accordance with the rules for commercial
      arbitration then in effect of the American Arbitration Association, including
      the optional rules, the Buyer and the Sellers to bear their own costs and fees
      and disbursements of attorneys.

     

    
      	
              Section
                11.

            	
              Governing
                Law; Submission to
                Jurisdiction.

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of California applicable to agreements made and to be performed entirely
      within such State.  Solely for purposes of any actions, suits, or
      proceedings to which the Escrow Agent is a party, each party hereby irrevocably
      and unconditionally consents to submit to the exclusive jurisdiction of the
      courts of the State of California or the courts of the United States of America
      located in Los Angeles for any actions, suits, or proceedings arising out of
      or
      relating to this Agreement (and the parties agree not to commence any action,
      suit, or proceeding relating thereto except in such courts), and further agrees
      that service of any process, summons, notice, or document by U.S. registered
      mail to the respective addresses set forth above shall be effective service
      of
      process for any action, suit, or proceeding brought against the parties in
      any
      such court.  Solely for purposes of any actions, suits, or proceedings
      to which the Escrow Agent is a party, each party hereby irrevocably and
      unconditionally waives any objection to the laying of venue of any action,
      suit,
      or proceeding arising out of this Agreement, in the courts of the State of
      California or the United States of America located in Los Angeles, and hereby
      further irrevocably and unconditionally waives its right and agrees not to
      plead
      or claim in any such court that any such action, suit, or proceeding brought
      in
      any such court has been brought in an inconvenient forum.  For all
      actions, suits or proceedings to which the Escrow Agent is not a party, the
      parties agree that Section 10.8 of the Purchase Agreement shall govern court
      jurisdiction.

     


    
      
        
        

      

      
        -8
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Section
                12.

            	
              Waiver
                of Jury Trial.

            


    

     

    TO
      THE EXTENT PERMITTED BY LAW, THE ESCROW AGENT AND THE INTERESTED PARTIES HEREBY
      WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING
      BETWEEN THEM OR THEIR SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS
      AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION
      HEREWITH.

     

    
      	
              Section
                13.

            	
              Force
                Majeure.

            


    

     

    The
      Escrow Agent shall not be responsible for delays or failures in performance
      resulting from acts beyond its control.  Such acts shall include but
      not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
      governmental regulations superimposed after the fact, fire, communication line
      failures, computer viruses, power failures, earthquakes or other
      disasters.

     

    
      	
              Section
                14.

            	
              Notices;
                Wiring Instructions.

            


    

     

    (a)                      Notice
      Addresses.  Any notice permitted or required hereunder shall be in
      writing, and shall be sent (i) by personal delivery, overnight delivery by
      a recognized courier or delivery service, or (ii) mailed by registered or
      certified mail, return receipt requested, postage prepaid, or (iii) by
      confirmed telecopy accompanied by mailing of the original on the same day by
      first class mail, postage prepaid, in each case the parties at their address
      set
      forth below (or to such other address as any such party may hereafter designate
      by written notice to the other parties).

     

    If
      to
      Sellers:

     

    Mr.
      Everett Huntoon

    111
      Orchard Road

    Mt.
      Kisco, NY 10549

     

    and

     

    


    Mr.
      Howard Andrews

    10
      Quail Hollow Lane

    West
      Nyack, NY 10994

     


    
      
        
        

      

      
        -9
          -

        
          

        

      

      
        
        

      

    


    with
      a
      copy to:

    


    MIRSKY
&
BLOCK,
      PLLC

    303
      South Broadway

    Suite
      222

    Tarrytown,
      NY 10591

    914-332-4700

    866-738-9412
      eFax

     

    Attention:
      Ellis R.
      Mirsky

     

    If
      to
      Buyer:

     

    BPO
      Management Services, Inc.

    1290
      N.
      Hancock, Suite 202

    Anaheim,
      CA 92807

    Attention:
      Chief Executive Officer

    Tel.
      No.:
      (714) 974-2670

    Fax
      No.:  (714) 974-4771

    


    With
      a
      required copy to:

     

    Cornman
      & Swartz

    19800
      MacArthur Blvd., Suite 820

    Irvine,
      CA 92612

    Attention:
      Jack T. Cornman

    Tel.
      No.:
      (949) 224-1500

    Fax
      No.:  (949) 224-1505

    


    And
      a
      required copy to:

    


    D.L.
      West

    Aird
      & Berlis LLP

    1800
–
      181 Bay Street

    Toronto,
      ON   M5J 2T9

    Tel:  (416)
      865-7737

    Fax:
      (416) 863-1515

    


    If
      to
      Escrow Agent:

     

    U.S.
      Bank
      National Association

    Corporate
      Trust Services

    633
      West
      Fifth Street, 24th Floor

    Los
      Angeles, CA  90071

    Attention:  Brad
      E. Scarbrough

    Facsimile:  (213)
      615-6197

    Telephone:  (213)
      615-6047


    
      
        
        

      

      
        -10
          -

        
          

        

      

      
        
        

      

    


    


    Notwithstanding
      the foregoing, notices addressed to the Escrow Agent shall be effective only
      upon receipt.  Any notice to the Escrow Agent in the form of any of
      the Exhibits to this Agreement which indicates that a copy thereof is to be
      given to one or more of the Interested Parties must be given to such Interested
      Party in the manner herein provided at the same time as such notice is given
      to
      the Escrow Agent. If any notice or document is required to be delivered to
      the
      Escrow Agent and any other person, the Escrow Agent may assume without inquiry
      that each notice or document was received by such other person when it is
      received by the Escrow Agent.

     

    (b)           Wiring
      Instructions.  Any funds to be paid by the Escrow Agent to the
      Sellers, or to the Buyer, or to be paid to the Escrow Agent hereunder, shall
      be
      sent by wire transfer pursuant to such instruction as may have been given in
      advance and in writing to or by the Sellers, the Buyer or the Escrow Agent,
      as
      applicable.

     

    If
      to the
      Sellers, then to:

     

    Bank:  
      Union State Bank, 46 College Avenue, Nanuet, NY 10954

     

    Routing
      Number: 021 905 977

     

    Account
      Number: 475 735 161

     

    Name
      on
      Account:              Mirsky
& Block, PLLC Trust Account

     

    303
      South
      Broadway, Suite 222

     

    Tarrytown,
      NY 10591

     

    If
      to the Buyer, then to:

     

    Bank:                                     Union
      Bank of California

    


    Transit
      Number:                 
122000496

    


    Account
      Number:              
4500154271

    


    Swift
      ID:                             
 BOFCUS33MPK

    


    Name
      on
      Account:            
BPO Management Services, Inc

     

    
      	
              Section
                15.

            	
              Miscellaneous.

            


    

     

    (a)    Binding
      Effect; Successors.  This Agreement shall be binding upon the
      respective parties hereto and their heirs, executors, successors and
      assigns.  If the Escrow Agent consolidates, merges or converts into,
      or transfers all or substantially all of its corporate trust business (including
      the escrow contemplated by this Agreement) to, another corporation, the
      successor corporation without any further act shall be the successor Escrow
      Agent.

     

    (b)           Modifications.  This
      Agreement may not be altered or modified without the express written consent
      of
      the parties hereto.  No course of conduct shall constitute a waiver of
      any of the terms and conditions of this Escrow Agreement, unless such waiver
      is
      specified in writing, and then only to the extent so specified.  A
      waiver of any of the terms and conditions of this Escrow Agreement on one
      occasion shall not constitute a waiver of the other terms of this Escrow
      Agreement, or of such terms and conditions on any other
      occasion.  Notwithstanding any other provision hereof, consent to an
      alteration or modification of this Agreement may not be signed by means of
      an
      e-mail address.

     


    
      
        
        

      

      
        -11
          -

        
          

        

      

      
        
        

      

    


    


     

    (c)    Reproduction
      of
      Documents.  This Agreement and all documents relating thereto,
      including, without limitation, (a) consents, waivers and modifications
      which may hereafter be executed, and (b) certificates and other information
      previously or hereafter furnished, may be reproduced by any photographic,
      photostatic, microfilm, optical disk, micro-card, miniature photographic or
      other similar process.  The parties agree that any such reproduction
      shall be admissible in evidence as the original itself in any judicial or
      administrative proceeding, whether or not the original is in existence and
      whether or not such reproduction was made by a party in the regular course
      of
      business, and that any enlargement, facsimile or further reproduction of such
      reproduction shall likewise be admissible in evidence.

     

    (d)           Counterparts
      and Facsimile Execution.  This Escrow Agreement may be executed in
      several counterparts, each of which shall be deemed to be one and the same
      instrument.  The exchange of copies of this Agreement and of signature
      pages by facsimile transmission shall constitute effective execution and
      delivery of this Agreement as to the parties and may be used in lieu of the
      original Agreement for all purposes.  Signatures of the parties
      transmitted by facsimile shall be deemed to be their original signatures for
      all
      purposes.

     

     

    (e)           Severability.  If
      one or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

     

    (f)           U.S.A.
      Patriot Act Compliance Information.  To help the U.S. federal
      government fight the funding of terrorism and money laundering activities,
      U.S.
      federal law requires all financial institutions to obtain, verify and record
      information that identifies each person who opens an account.  For a
      non-individual person such as a business entity, a charity, a trust or other
      legal entity the Escrow Agent will ask for documentation to verify its formation
      and existence as a legal entity.  The Escrow Agent may also ask to see
      financial statements, licenses, identification and authorization documents
      from
      individuals claiming authority to represent the entity or other relevant
      documentation.  Buyer and Sellers each agree to provide all such
      information and documentation as to themselves as reasonably requested by Escrow
      Agent to ensure compliance with U.S. federal law.

     


    
      
        
        

      

      
        -12
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
      10th day of
      October, 2007.

    


    
      	
              BPO
                Management Services, Inc.

               

               

              By:      /James
                Cortens/                     

                   Name:
                James Cortens

                   Title:   President

               

            	 
	
              ESCROW
                AGENT:

               

            	 
	
              U.S.
                Bank National Association, as Escrow Agent

            	 
	
               

               

              By:     /Brad
                Scarborough               

                   Name:
                Brad E Scarborough

                   Title:  Vice
                president

               

               

            	 


    

    


    EVERETT
      HUNTOON, individually

    


    


    


             /Everett
      Huntoon/                  


    Everett
      Huntoon

    


    


    


    HOWARD
      ANDREWS, individually

    


    


    


            /Howard
      Andrews/                    

    Howard
      Andrews

    


     

    



    
      
        
        

      

      
        -13
          -

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      A

     

    DELIVERY
      NOTICE

     

    
      	
              To:

            	
              U.S.
                Bank National Association

            


    

     

    
      	
              With
                copy to:

            	
              BPO
                Management Services, Inc. and to Cornman & Swartz and Aird &
                Berlis LLP

            


    

     

     

    This
      Notice is issued pursuant to that certain Escrow Agreement, dated as of
      October 10, 2007 (the “Escrow Agreement”), by and among BPO Management
      Services, Inc. (the “Buyer”), Everett Huntoon and Howard Andrews and U.S. Bank
      National Association (the “Escrow Agent”).  Capitalized terms herein
      shall have the meaning ascribed to them in the Escrow Agreement.

     

    The
      undersigned hereby certify that: (i) the Buyer has failed to pay to the
      undersigned all or a portion of  the deferred installment of the
      Purchase Price under the Purchase Agreement, (ii) the undersigned have not
      received a Claim Notice from the Buyer in respect to any claim for
      indemnification under the Purchase Agreement, and (iii) the undersigned are
      entitled to enforce the Confession of Judgment.

     

    The
      undersigned hereby request that the Escrow Agent deliver the Confession of
      Judgment to them pursuant to the Escrow Agreement.

     

    


     

    DATED:
      ______________________

     

    


     

    


     

    
      	 	
              By:                                                          
                                                                                       

              Name:  Everett
                Huntoon

               

               

              By:                                                          
                

              Name:  Howard
                Andrews

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    RELEASE
      NOTICE

     

    


     

    To:           U.S.
      Bank National Association

     

    This
      Notice is issued pursuant to that certain Escrow Agreement (the “Escrow
      Agreement”), dated as of October 10, 2007, by and among BPO Management
      Services, Inc. (the “Buyer), Everett Huntoon and Howard Andrews and U.S. Bank
      National Association.  Capitalized terms herein shall have the meaning
      ascribed to them in the Escrow Agreement.

     

    The
      undersigned hereby request that you deliver the Confession of Judgment being
      held under the Escrow Agreement to the Buyer.

     

    


     

    DATED:
      _______________________

     

    


     

    
      	 	
              By: _____________________________                                                     

              Name:  Everett
                Huntoon

               

              By: 
                ____________________________

              Name:  Howard
                Andrews

               

              BPO
                MANAGEMENT SERVICES INC.

              By:  
                _____________________________

              Name:

            


    

    


    


     


    
      
        
        

      

      
        -15
          -

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    RESOLUTION
      NOTICE

     

    TO:           U.S.
      Bank National Association

     

    With
      copy
      to: [insert name of Interested Party which is not giving this
      Notice]

     

    This
      Notice is issued pursuant to that certain Escrow Agreement (the “Escrow
      Agreement”), dated as of October 10, 2007, by and among BPO Management Services,
      Inc., Everett Huntoon and Howard Andrews, and U.S. Bank National
      Association.  Capitalized terms herein shall have the meaning ascribed
      to them in the Escrow Agreement.

     

    The
      undersigned hereby certifies that: (i) it has received an arbitration award
      directing delivery of the Escrow Funds, (ii) a true and correct copy of the
      award accompanies this certificate, and (iii) it is entitled to receive
      payment from the Escrow Funds in the amount set forth below in accordance with
      Section 3 of the Escrow Agreement.

     

    You
      are
      hereby instructed to deliver immediately $________ of the Escrow Funds held
      by
      you to _____________ by wire transfer to the following account:

     

    _________________________(Bank)

     

    _________________________(Account)

     

    _________________________(Routing
      Number)

     

    
      	 	
              By: 
                _________________________________

              Name:

              Title:

            


    

    
 

     

     

    16