TRANSITION AGREEMENT

This TRANSITION AGREEMENT (the “ Agreement ”), is made as of December 15, 2006, by and between Das Family Holdings, a California corporation (“ Licensor ”), and BPOMS/HRO, Inc., a Delaware corporation (“ Licensee ”).

A.   Immediately prior hereto, Licensor purchased BPO Management Services, Inc.’s interest in Research Engineers, Ltd. and certain other assets including, without limitation, the Internet domain name set forth on Exhibit A hereto (the “ Domain Name ”) and trademark set forth on Exhibit A hereto (the “ Mark ” and collectively with the Domain Name, the “ Marks ”) pursuant to the terms and conditions of that certain Purchase Agreement dated August 29, 2006, as amended (the “ Purchase Agreement ”), between Licensor and BPO Management Services, Inc. (formerly netGuru, Inc.), a Delaware corporation (“Parent”).

B.   Licensee is a wholly-owned subsidiary of Parent.

C.   Licensee intends to continue to market and sell (i) certain engineering business process outsourcing services for the architecture, engineering, and construction (A/E/C) industry, (ii) document/project collaboration software/solutions for A/E/C companies, enterprise software providers, software integrators, and other businesses engaged in document/project-centric operations, and (iii) technical services and support (collectively, the “ Business ”).

D.   Licensee desires to obtain from Licensor and Licensor desires to grant to Licensee a temporary license to use the Marks in connection with the Business during the Term (as defined in Section 7 below), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of each of which are hereby acknowledged, the parties hereby agree as follows:

1.   Grant of License . Licensor hereby grants to Licensee, and Licensee hereby accepts, an exclusive, non-transferable, royalty-free license (the “ License ”) to use and display the Marks, and to use the Domain Name for the purpose of promoting the Business and directing customers or potential customers to an Internet web site or other computer server accessible via the Internet in connection with the Business, during the Term and subject to the restrictions on use set forth in Section 2 below. Licensee shall have no right to grant sublicenses of the Marks or to assign its rights hereunder to any other party except as expressly provided in Section 11(d) hereof.

2.   Restrictions on License of Marks; Likelihood of Confusion .

(a)   Licensee shall only use the Marks in connection with the operation and promotion of the Business in a manner consistent with its usage prior to the date hereof and for no other purpose whatsoever.

(b)   Licensee shall not adopt or use any word, name, mark or other designation that is likely to cause confusion with the Marks and shall not make any unlicensed use or file any application for registration of the Marks or any mark confusingly similar thereto anywhere in the world. Licensee shall not use or advertise the Marks in a manner which is likely to cause third parties to believe that Licensee is related to Licensor in any way other than as a holder of a license to the Marks. In the event that Licensor reasonably believes an action or practice undertaken by Licensee is likely to be confusing to third parties, Licensor may, in its sole discretion, require Licensee to cease and desist use of the Licensee in that manner, and Licensor and Licensee shall work together in good faith to modify such action or practice so as to comply with this Agreement.

3.   Consideration . The grant of the License hereunder is a requirement and inducement for Parent to consummate the transactions contemplated by the Purchase Agreement and, as such, the parties agree that this constitutes adequate consideration. Accordingly, Licensee shall not be required to pay a separate royalty or other charge for the License.

4.   Title in Licensor . Licensee acknowledges Licensor’s use of the Marks and agrees that Licensee shall not acquire any right, title or interest in or to the Marks by virtue of the License or through Licensee’s use of the Marks other than the right to use such Marks to the extent expressly provided under this Agreement. Licensee agrees that it shall not (a) assert any claim to the Marks other than as a licensee as expressly provided herein, (b) contest in any way Licensor’s ownership of or right to use such Marks, or (c) take any action or any position inconsistent with such ownership.

5.   Quality Control . Licensee agrees to use the Marks only in connection with the purpose for which they are intended, which purpose shall not reflect adversely upon the good name of Licensor or the goodwill and reputation associated with the Marks.

6.   Infringement by Third Parties . If Licensee learns of any infringement of the Marks or of the existence, use or promotion of any mark or design that is confusingly similar to the Marks by any third party, or believes that any third party may be so infringing the Marks or using or promoting any such confusingly similar mark or trade name, Licensee shall promptly give Licensor notice in accordance with Section 11(c). If Licensor elects to take action against any infringement, Licensee shall, at Licensor’s cost, render all reasonable assistance to Licensor in connection therewith.

7.   Term . The term of this Agreement (the “ Term ”) shall be for a period commencing on the date hereof and expiring on March 31, 2007, except in the event that (a) the parties hereto mutually agree to terminate this Agreement in which event the Term shall terminate at such agreed upon time, (b) Licensee materially breaches this Agreement in which case the Agreement shall terminate immediately, (c) Licensor materially breaches this Agreement in which case the Agreement may be terminated at the election of Licensee, (d) an Event of Default occurs under that certain secured promissory note in principal amount of $125,000 made in favor of Licensor dated the same date hereof, in which case the Agreement shall terminate immediately, or (e) Licensee is no longer a wholly-owned subsidiary of Parent, Licensee discontinues its business, makes an assignment for the benefit of creditors, files a petition under Section 11 of the United States Bankruptcy Code (or any successor thereto), is adjudicated bankrupt or insolvent, a petition in bankruptcy is filed against Licensee that is not dismissed within sixty (60) days, a receiver or trustee is appointed for Licensee’s business or property or there is a permanent cessation of business by Licensee, in which case the Agreement shall terminate immediately. For purposes of this Agreement, a material breach