bpo_ex1051.htm


    
      

    

    Exhibit
      10.51

    CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT (this “Agreement”) is entered into as of
      October 10, 2007 between BLUE HILL Data Services, Inc. (the
“Company” or “Blue Hill”), and Howard
      Andrews (“Andrews”), an individual.

    


    RECITALS

     

    


    A.           Andrews
      is a party to that certain Stock Purchase Agreement with BPO Management
      Services, Inc. (the “Buyer”) dated as of the date hereof (the
“Stock Purchase Agreement”), with respect to the stock of the
      Company.

     

    B.           The
      Stock Purchase Agreement provides that Andrews shall provide consulting services
      to the Company in accordance with the terms herein.

     

    C.           The
      parties hereto intend that this Agreement shall be effective upon the Closing
      Date as defined in the Stock Purchase Agreement (the “Effective
      Date”).

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing premises, the following mutual
      covenants and agreements contained herein and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged
      by
      each of the parties hereto, the parties hereto agree, intending to be legally
      bound, as follows:

    


    1.           Consulting
      Engagement The Company hereby engages Andrews to provide consulting
      services to the Company, and Andrews hereby accepts such engagement and agrees
      to provide such services to the Company, upon the terms and subject to the
      conditions hereinafter contained.

    


    2.           Consulting
      Period The term (the “Term”) of this Agreement shall
      commence on October 1, 2007 and end 15 months thereafter on December 31, 2008
      (the “Termination Date”). Either party hereto shall have the
      right to terminate this Agreement without notice and effective upon in the
      event
      of the death, bankruptcy, insolvency, or assignment for the benefit of creditors
      of the other party.

    


    3.           Duties
      and Responsibilities  Commencing on the Effective Date,
      Andrews shall perform for the Company the services described on Exhibit
      A attached hereto (collectively, the “Services”), on a
      full time basis, reporting to and solely as requested by John Lalli, as the
      lead
      director of the Company (the “Lead Director”) or his designee,
      and solely during regular business hours.  Andrews will perform the
      Services in accordance with this Agreement at BLUE HILL’s offices located at 2
      Blue Hill Plaza, 2nd Floor, Pearl River, NY 10965,  by telephone or at
      such other place(s) as are reasonably necessary to perform the Services in
      accordance with this Agreement.  Andrews will use his best efforts to
      effect an orderly transition in management of


    
      
        
        

      

      
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    BLUE
      HILL
      to the person or persons designated by the Lead Director.  During the
      Consulting Period, Andrews will use his best efforts, and take all action
      reasonably requested by the Lead Director, to preserve the business and goodwill
      of BLUE HILL and its relationship with customers, suppliers and others having
      business dealings with it and to integrate the business of BLUE HILL with
      certain businesses and activities of the Buyer as may be directed from time
      to
      time by the Lead Director.  Andrews’s specific duties shall include
      those described in Schedule A attached hereto.

    


    4.           Consulting
      Fees  Andrews shall be paid a fee for performance of the
      Services herein during the Term in the amount of $12,500.00 per month, payable
      on a monthly basis in advance, no later than the first day of each
      month.  In addition, BLUE HILL shall reimburse Andrews promptly for
      reasonable out-of-pocket expenses incurred in connection with Services rendered
      under this Agreement. Andrews shall bear any taxes arising from the Company’s
      payment to him of the fees hereunder.  Andrews shall indemnify BLUE
      HILL for any taxes, penalties or interest incurred by BLUE HILL due to Andrews’s
      failure to pay taxes described in the immediately preceding
      sentence.

    


    5.           General
      Provisions  Both Company and Andrews agree that, from and
      after the date hereof, Andrews is and shall be deemed to be an
      independent  contractor, and not an employee of the Company. The
      Company shall indemnify and hold Andrews harmless from and against any and
      all
      third party claims, assignments, liabilities, damages, losses, obligations,
      judgments and expenses (including reasonable attorneys’ fees and expert fees)
      relating to, resulting from or arising out of Andrews’s performance of the
      Services unless due to Andrews’s gross negligence or willful
      misconduct.

    


    6.           MISCELLANEOUS.

     

    a.           No
      waiver or modification of this Agreement shall be binding unless it is in
      writing signed by the parties hereto.  No waiver of a breach hereof
      shall be deemed to constitute a waiver of a future breach, whether of a similar
      or dissimilar nature.

     

    b.           All
      notices and other communications required or permitted under this Agreement
      shall be in writing, served personally on, or mailed by certified or registered
      United States mail to, the party to be charged with receipt
      thereof.  Notices and other communications served by mail shall be
      deemed given hereunder upon receipt if delivered by Fed EX, UPS or other
      nationally recognized overnight delivery service or 72 hours after deposit
      of
      such notice or communication in the United States Post Office as certified
      or
      registered mail with postage prepaid and duly addressed to whom such notice
      or
      communication is to be given at the addresses provided for in the notice section
      of the Stock Purchase Agreement.  Any such party may change said
      party’s address for purposes of this Section 6.b. by giving to the party
      intended to be bound thereby, in the manner provided herein, a written notice
      of
      such change.

     

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

     


    
      
        
        

      

      
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    d.           This
      Agreement shall be construed in accordance with, and governed by, the laws
      of
      the State of New York applicable to agreements executed and to be performed
      in
      New York by New York residents. The exclusive venue for any legal proceeding
      with respect to this Agreement shall be New York, New York.

     

    e.           This
      Agreement contains the entire agreement between the parties hereto with respect
      to the subject matter of this Agreement and supersedes all previous oral and
      written and all contemporaneous oral negotiations, commitments, writings, and
      understandings; provided however, the covenants contained in Section 7 hereof
      are in addition to (and not in substitution for) covenants made by Andrews
      in
      the Stock Purchase Agreement and any covenants made by Andrews in any
      non-disclosure or confidentiality or assignment of invention or work product
      agreements which Andrews may have executed in favor of Blue Hill at any time
      prior to the date hereof.

     

    f.           If
      any provision of this Agreement or application thereof to anyone or under any
      circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
      such invalidity or unenforceability shall not affect any other provisions or
      applications of this Agreement that can be given effect without the invalid
      or
      unenforceable provision or application and shall not invalidate or render
      unenforceable such provision in any other jurisdiction or under any other
      circumstance.

     

    g.           Time
      is of the essence with respect to the performance of each term of this
      Agreement.

     

    h.           This
      Agreement shall be binding upon and inure to the benefit of the parties hereto;
      provided, however, Andrews may not assign any of his obligations under this
      Agreement.

     

    i.           Arbitration.
      Any dispute between the parties arising out of or in connection with this
      Consulting Agreement, including as to the scope of this arbitration provision
      which the parties intend be as broad and encompassing as possible, shall be
      submitted to the American Arbitration Association (“AAA”) for binding
      arbitration by a single arbitrator in the County of New York pursuant to the
      AAA’s rules for commercial arbitration, including the optional rules, each party
      to bear its own attorney’s fee and disbursements, but the costs of arbitration
      (AAA and arbitrator fees and charges) to be born equally by the parties. During
      the period from the time that a notice of arbitration pursuant to this provision
      is served on a party until the time has run to appeal an arbitral award made
      pursuant to this provision, all periods of limitation and all defenses asserting
      the passage of time or laches are agreed to be tolled.

     

    j.           Vacation.  Andrews
      shall earn, in addition, one week of paid vacation for each three month portion
      of the term of this Consulting Agreement.  Andrews may take that
      vacation at any time during the term of this Consulting Agreement provided
      that
      at the termination of this Consulting Agreement any vacation taken in excess
      of
      that earned shall be considered to be unpaid vacation and Andrews shall repay
      to
      BLUE HILL any excess amounts paid to him.

     

    7.           CONFIDENTIAL
      INFORMATION.  Andrews agrees as follows:

     


    
      
        
        

      

      
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    7.1           Nondisclosure
      and Nonuse of Confidential Information.  Andrews acknowledges that
      he is aware of Confidential Information (as defined in Section 7.4) relating
      to
      BLUE HILL, that BLUE HILL and the Buyer and its Affiliates continually develop
      Confidential Information, that Andrews may develop Confidential Information
      for
      BLUE HILL and the Buyer or its Affiliates and that Andrews may learn of
      Confidential Information during the course of services rendered to BLUE HILL
      and
      the Buyer or its Affiliates.  Andrews will comply with BLUE HILL’s and
      the Buyer’s policies and procedures for protecting Confidential Information and,
      except as required by the nature of his du­ties, Andrews will never,
      directly or indirectly, use or dis­close any Confi­dential Information
      without the prior written consent of the Lead Director.  Andrews
      understands that this restriction will continue to apply after the termination
      of this Agreement.

     

    7.2           Use
      and Return of Property and Documents.  Andrews will protect the
      integrity of Confidential Information and keep confidential all documents,
      customer lists, records of research, proposals, reports, memoranda, computer
      software and programming, financial information, and other materials
      (“Documents”) including any copies thereof, in which
      Confidential Information may be contained.  Andrews will not copy any
      Documents except as reasonably required by the nature of the services rendered
      under this Agreement.  Andrews will not remove any Documents or copies
      from BLUE HILL’s or the Buyer’s or its Affiliates’ premises except as reasonably
      required by the nature of the services rendered under this Agreement or if
      authorized by the Lead Director. Upon BLUE HILL’s written request, Andrews will
      return to BLUE HILL immediately after the termination of this Agreement all
      Documents and copies and any other property of BLUE HILL, the Buyer or its
      Affiliates then in Andrews’s possession or control.

     

    7.3           Assignments
      of Rights.  Andrews will promptly and fully disclose all Company
      Property (as defined in Section 7.4) to BLUE HILL and the
      Buyer.  Andrews hereby assigns and agrees to assign to BLUE HILL (or
      as otherwise directed by BLUE HILL) Andrews’s full right, title and interest to
      all Company Property.  Andrews agrees to execute any and all
      applications for domestic and foreign patents, copyrights or other proprietary
      rights and do such other acts (including, among others, the execution and
      delivery of instru­ments of further assurance or confirmation) requested by
      BLUE HILL to assign the Company Property to BLUE HILL and to permit BLUE HILL
      to
      enforce any patents, copy­rights or other proprietary rights in the Company
      Property.  All copyrightable works that qualify as Company Property
      shall be considered “works made for hire.”

     

    7.4           Definitions:  For
      the purposes of this Agree­ment, the following definitions shall
      apply:

     

         “Affiliate”
      has the meaning set forth in Rule 12b-2 of the regulations promulgated
      under the Securities Exchange Act.

    


    “Company
      Property” means developments, methods of doing business, compositions,
      works, concepts and ideas (whether or not patentable or copyrightable or
      constituting trade secrets) conceived, made, created, developed or reduced
      to
      writing or practice by Andrews (whether alone or with oth­ers, and whether
      or not during normal business hours or on or off BPOMS’s premises) prior to the
      date hereof while Andrews was employed by BLUE


    
      
        
        

      

      
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    HILL
      or
      while rendering services hereunder to BLUE HILL or the Buyer or any of its
      Affiliates during the Term that relate to either the services provided by,
      business of, or any prospec­tive activity of, BLUE HILL, the Buyer or any of
      its Affiliates known to Andrews, or about which Andrews had reason to know,
      as a
      result of his prior employment by BLUE HILL or his services rendered under
      this
      Agreement.

    


    “Confidential
      Information” shall mean any and all information of BLUE HILL, the Buyer
      and its Affiliates that is not generally known by others with whom BLUE HILL,
      the Buyer or any of its Affiliates does or plans to compete or do
      busi­ness.  Confidential Information includes, without
      limita­tion, such information relating to (i) BLUE HILL’s, the Buyer’s and
      its Affiliates’ development, research and marketing activities, (ii) BLUE
      HILL’s, the Buyer’s and its Affiliates’ strategic plans, (iii) the identity and
      special needs of BLUE HILL’s, the Buyer’s and its Affiliates’ customers and (iv)
      people and organiza­tions with whom BLUE HILL, the Buyer and its Affiliates
      has bus­iness relationships.  Confidential Information also
      includes such infor­mation that BLUE HILL or the Buyer and its Affiliates
      may receive or have received belong­ing to customers or others who do
      busi­ness with BLUE HILL or the Buyer and/or any of its Affiliates and,
      except to the extent disclosed by BLUE HILL or the Buyer or any of its
      Affiliates on a nonconfidential basis, the Company Property.

    


    7.5           Remedies.
      Andrews acknowledges that, if Andrews breaches the provisions of this Section
      7,
      the harm to BLUE HILL, the Buyer and its Affiliates will be
      irreparable.  Andrews therefore agrees that, in the event of such a
      breach by Andrews, in addi­tion to damages, BLUE HILL or the Buyer shall be
      entitled to obtain preliminary and perma­nent injunctive relief against any
      such breach.  The Buyer is a third party beneficiary of this
      Agreement.

    


    


    IN
      WITNESS WHEREOF, the undersigned
      have executed this Consulting Agreement on the day and year first above
      written.

    


    
      	
              BLUE
                HILL DATA SERVICES, INC.

               

                    
                /John
                Lalli/               
                

              John
                M. Lalli, President

            	
              HOWARD
                ANDREWS

               

                    
                /Howard
                Andrews/              
                

            
	 	 


    

    


    


    
      	 	 


    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    DESCRIPTION
      OF SERVICES

    


    


    


    In
      conjunction with the Consulting Agreement to which this Exhibit
      A is attached, the parties have agreed to the following list of
      Services to be performed by Andrews:

    


    
      	
               

            	
              1.

            	
              Responsibilities
                – Specific services to be performed on an ongoing day to day basis
                include
                pricing for both  new business and BLUE HILL client renewals,
                cost and pricing analysis for required vendor hardware and software,
                BLUE
                HILL facility/infrastructure requirements, analysis and
                recommendations,  continue and further hardware and software
                vendor relationship, support sales services functions, support sales
                contract requirements, except to the extent otherwise requested by
                Mr.
                John Lalli, as the lead director of the Company (the “Lead
                Director”).

            


    

    


    
      	
               

            	
              2.

            	
              Customer/Client
                retention – Facilitate meetings with any customers, as requested by the
                Lead Director, to effect an orderly transition to new management
                of
                Company or deal with any customer issues  Develop a plan with
                steps and timelines to best ensure, and where possible improve, BLUE
                HILL’s continuing business relationship with its customers. The plan will
                focus on the 60-90 day period following acquisition and include the
                Lead
                Director and the customer-facing staff of BLUE HILL. Assist with
                collection of any material delinquent accounts
                receivable.

            


    

     

    
      	
               

            	
              3.

            	
              Transition
                Process - Monitor progress of the transition in management of the
                business
                and recommend to the Lead Director from time to time any necessary
                or
                desirable steps or actions to improve the effectiveness and efficiency
                of
                the transition process.

            


    

     

    
      	
               

            	
              4.

            	
              Buyer’s
                ITO Division Integration - Relative to finance and accounting in
                connection with the integration of the Buyer’s ITO Digica business unit,
                assist and make recommendations with cost controls and preparation
                of
                financial analysis and reporting. Assist and make recommendations
                in the
                facility and infrastructure aspects of  the Digica ITO
                integration, and assist and make recommendations in integrating certain
                other functions of the Buyer’s business units as determined by the Lead
                Director from time to time..

            


    

    


    
      	
               

            	
              5.

            	
              Employee
                retention – Support and participate in staff communications designed to
                maintain the morale as well as the continuing employment and interest
                of
                BLUE HILL staff.

            


    

    


    
      	
               

            	
              6.

            	
              Management
                succession – Participate and advise on BLUE HILL management staffing
                decisions and provide personnel consulting/training as appropriate
                for
                incumbents or new hires.

            


    

    


    
      	
               

            	
              7.

            	
              Sales/Marketing
                – Participate and advise in the development of sales and marketing
                plans
                designed to grow BLUE HILL sales and hosted services to new customers.
                Assist in identifying cross-selling opportunities between the IT
                outsourcing division and other business units of the
                Buyer.

            


    

    


    
      	
               

            	
              8.

            	
              Company
                Information – Assist in providing all BLUE HILL information required by
                the Buyer from time to time for administrative, financial, legal
                or
                regulatory purposes.