OUTSOURCING SERVICES AGREEMENT

This Outsourcing Services Agreement (the “ Agreement ”) is made this 15 ^th day of December, 2006 (the “ Effective Date ”), between Das Family Holdings, a company incorporated in India (hereinafter “ PROVIDER ”) and BPO Management Services, Inc., a Delaware corporation (formerly netGuru, Inc., hereinafter “ CLIENT ”).

WHEREAS, PROVIDER is in the business of providing technical expertise in information technology, and business process outsourcing, and other technical consulting services; and

WHEREAS, CLIENT desires to use PROVIDER’s services, such as computer software programming, systems analysis, design project management, business process (the “ Services ”), and PROVIDER agrees to provide such Services to CLIENT.

Accordingly, in consideration of the promises and covenants set forth below, the parties agree as follows, intending to be legally bound:

1.   Scope of Agreement.

a.   PROVIDER agrees to provide the Services to CLIENT as specified in one or more Statements of Work that may be executed from time to time by PROVIDER and CLIENT, as more further described in Section 9 herein. In the event of a conflict between the terms provided in any such Statement of Work and the terms of this Agreement, the terms of this Agreement shall prevail, except for the fee structure where the Statement of Work shall control. CLIENT reserves the right to modify the Services required under an executed Statement of Work from time to time, as its business needs change, and any increase or decrease in Services required from CLIENT shall be reflected in adjustments to the fees provided in the applicable Statement of Work. All such changes shall be provided in a revised Statement of Work executed by PROVIDER and CLIENT, and by this reference shall be attached as an amended Addendum hereto and made a part hereof.

b.   The Services shall be performed accurately in accordance with generally accepted standards in the Services industry in the United States and in compliance with instructions from CLIENT. Services performed will be subjected to proper quality assurance procedures, which shall be set forth in the applicable Statement of Work.

c.   PROVIDER shall provide personnel adequately trained in the Services. PROVIDER agrees that all personnel assigned to work on CLIENT projects shall undergo ongoing development and training to ensure current knowledge regarding the Services.

d.   PROVIDER shall abide by CLIENT’s policies and procedures for the purpose of ensuring that information obtained by PROVIDER in the course of performing Services under this Agreement shall be kept confidential and shall not be disclosed except as required by law and as necessary for the performance of PROVIDER’s obligations hereunder.

e.   PROVIDER will assign an Account Manager in India to work with CLIENT and assume complete responsibility for the account.

2.   Term. This Agreement shall be effective upon its execution by both parties and shall remain in effect for an initial period of 12 months (the “ Term ”). This Agreement shall automatically renew for successive periods of one year, unless and until terminated by either party as provided below.

3.   Intellectual Property.

a.   CLIENT warrants that the use by PROVIDER of any and all materials furnished by CLIENT to PROVIDER under this Agreement will not violate or conflict with any intellectual property rights of any third parties including, but not limited to, copyrights, patents and trademarks. To the extent applicable hereunder, CLIENT warrants that it is authorized to permit PROVIDER to use all relevant code for the purposes of performing services hereunder.

b.   All original works of authorship, trade secrets and know-how that are conceived, originated or developed by PROVIDER or its employees, agents, consultants or subcontractors (whether alone or in combination with others), directly as a result of the Services rendered to CLIENT hereunder (collectively, “Inventions”), shall be the sole and exclusive property of CLIENT and shall be considered “Works Made for Hire”, and PROVIDER hereby assigns to CLIENT any rights it may have or acquire in such Inventions. PROVIDER agrees to (and shall cause its employees, agents, consultants or subcontractors to) execute any and all documents which CLIENT deems necessary to transfer or assign such rights to CLIENT.

4.   Confidential Information.

a.   For purposes of this Agreement, “Confidential Information” shall mean any information that relates in any way to the business of the disclosing party, its client’s or patients of its clients, including, without limitation, (i) financial information pertaining to the disclosing party or its clients; (ii) the identity of the disclosing party’s actual or potential clients or any of the individuals associated with or employed by them; (iii) proposals, quotes, requests for quotes, marketing plans, and financial analysis; (iv) the facts, terms and copies of any of the disclosing party’s agreements with its clients, with the receiving party or with others; (v) all written information regarding the disclosing party or its client’s furnished to the receiving party; (vi) all proposed campaigns, products, plans, techniques or ideas developed by the disclosing party and revealed to the receiving party in connection with the business of the disclosing party; (vii) referral sources and fee structure; and (viii) intellectual property, specifically pertaining to certain processes that are documented and identifiable as unique to their business and not generally common practice in the disclosing party’s industry. For the purpose of this Agreement, “disclosing party” shall mean the party furnishing Confidential Information to the other party to this Agreement and “receiving party” shall mean the party furnished with Confidential Information by the other party to this Agreement.

b.   “Confidential Information” shall not include: (i) information which is now publicly available or which later becomes publicly available through no fault of the receiving party (but only after it has become publicly available); (ii) information which was already known to the receiving party before disclosure by the disclosing party or its clients; (iii) information which is lawfully obtained by the receiving party from a third party, not an agent, employee or affiliate of the other party; or (iv) information which is developed independently by the receiving party’s employees who have not had access to the information disclosed by the disclosing party.

c.   The receiving party agrees that it shall: (i) not use any of the Confidential Information other than for the purpose of performing the Services; (ii) not disclose any Confidential Information to any party without the prior written consent of the disclosing party; (iii) retain Confidential Information in the strictest of confidence and limit internal dissemination of the Confidential Information to individuals whose duties justify the need to know such Confidential Information in connection with the performance of the Services and who have been informed of their obligation to maintain the secrecy of such Confidential Information and have agreed in writing to abide by such obligation; and (iv) limit external dissemination of the Confidential Information outside of the receiving party to such legal, banking, technical or other advisors whose functions in assisting the receiving party justify the need to know such Confidential Information and who have been informed of their obligation to maintain the secrecy of such Confidential Information and have agreed in writing to abide by such obligation. Upon the disclosing party’s request at any time, the receiving party will promptly return to the disclosing party any and all Confidential Information that the receiving party then has in its possession, without retaining any copies, samples or other tangible records.

d.   No right to the Confidential Information is granted, and nothi