8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 25, 2008

BPO MANAGEMENT SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-28560	22-2356861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1290 N. Hancock Street, Suite 200, Anaheim, California 92807

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code:  (714) 974-2670

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01  Entry into a Material Definitive Agreement.

Through amendments to each of our Series J Warrants to Purchase Shares of Preferred Stock (“Series J Warrants”) issued to the seven institutional investors who purchased shares of our Series D Convertible Preferred Stock on June 13, 2007 (which Series J Warrants were issued in connection with such share purchases), we voluntarily reduced the per-share warrant exercise price payable upon exercise by any such investor of its Series J Warrant from $14.40 to $9.60, effective only for exercises thereof during the period between March 24, 2008 and April 18, 2008, which period our board of directors subsequently extended to April 25, 2008 (the “Reduced Warrant Price Period”). This reduced warrant exercise price applied for all remaining, unexercised Series J Warrants then held by each such institutional investor, and the original exercise price of $14.40 per share automatically re-applies to any Series J Warrants not exercised at the reduced price during the Reduced Warrant Price Period. These amendments were made because we determined that we would provide another enhanced opportunity to obtain financing from these seven institutional investors.

We also amended each of our Series C Warrants to Purchase Shares of Common Stock (“Series C Warrants”) and Series D Warrants to Purchase Shares of Common Stock (“Series D Warrants”), all of which were also issued in connection with such purchases of our Series D Convertible Preferred Stock on June 13, 2007 to these seven institutional investors, to provide that, in the event that such institutional investor exercised any portion of its Series J Warrant during the Reduced Warrant Price Period, the per-share warrant exercise price payable upon exercise of its Series C Warrant would be reduced from $1.35 to $0.01 and the per-share warrant exercise price payable upon exercise of its Series D Warrant would be reduced from $1.87 to $0.01 for the same percentage of such investor’s original Series C Warrants and Series D Warrants as the percentage of Series J Warrants then exercised by such investor during the Reduced Warrant Price Period. For example, if an institutional investor exercised one-quarter (1/4) of its Series J Warrants during the Reduced Warrant Price Period, the per-share exercise price for its Series C Warrant and Series D Warrant would be so reduced for one-quarter (1/4) of its original Series C Warrant and Series D Warrant. Any applicable reduced warrant exercise price for the Series C Warrants and Series D Warrants would apply for the remainder of their respective terms.

Each of the Series A Warrants to Purchase Shares of Common Stock (“Series A Warrants”), Series B Warrants to Purchase Shares of Common Stock (“Series B Warrants”), Series J Warrants, Series C Warrants, and Series D Warrants provides that such warrants may only be amended by written instruments signed by us and the holders of warrants exercisable for a majority of the shares of our stock underlying all of the then-outstanding Series A Warrants, Series B Warrants, Series J Warrants, Series C Warrants, and Series D Warrants, respectively.  By amendments to each of the Series A Warrants, Series B Warrants, Series J Warrants, Series C Warrants, and Series D Warrants, the institutional investors have agreed that neither the reductions to the respective warrant exercise prices of the Series J Warrants, Series C Warrants, and Series D Warrants nor the possible exchange of certain of the Series A Warrants, Series B Warrants, and Series D Warrants into a to-be-designated series of our preferred stock would trigger the anti-dilution protections set forth in such warrants.

In addition, the Certificate of Designation of the Relative Rights and Preferences of our Series D Convertible Preferred Stock (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of our Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protections in favor of the holders of such shares of our preferred stock.  Each of the Certificates of Designation provides that it may be amended with the consent of holders of not less than sixty-six percent (66%) of the then-outstanding shares of Series D Convertible Preferred Stock or Series D-2 Convertible Preferred Stock, as applicable.  Holders of not less than sixty-six percent (66%) of such shares have consented in writing to the amendment to the Certificates of Designation to provide that neither the reductions to the warrant exercise prices of the Series J Warrants, Series C Warrants, and Series D Warrants nor the possible exchange of certain of the Series A Warrants, Series B Warrants, and Series D Warrants into a to-be-designated series of our preferred stock would trigger the anti-dilution protections set forth in the Certificates of Designation.  As a result, on April 25, 2008, we filed amendments to the Certificates of Designation with the Secretary of State of the State of Delaware.

As of the date of this Current Report, five institutional investors have exercised certain of their Series J Warrants at the reduced exercise price and acquired an aggregate of approximately 583,333 shares of our Series D-2 Convertible Preferred Stock for an aggregate of approximately $5.6 million.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description of Exhibit
3.8*	Certificate of Amendment to Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of BPO Management Services, Inc., as filed with the Secretary of State of the State of Delaware on April 25, 2008
3.9*	Certificate of Amendment to Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of BPO Management Services, Inc., as filed with the Secretary of State of the State of Delaware on April 25, 2008
10.55*	Form of Second Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.
10.56*	Form of Second Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.57*	Form of Second Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.58	Reserved
10.59*	Form of Amendment to Series A Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.60*	Form of Amendment to Series B Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.61*	Form of Third Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.
10.62*	Form of Third Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.63*	Form of Third Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
99.1*	Press release, dated April 25, 2008

* filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 28, 2008	BPO MANAGEMENT SERVICES, INC.
	By:	/s/  James Cortens
		James Cortens
		President

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Exhibit Index

Exhibit	Description of Exhibit
3.8	Certificate of Amendment to Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of BPO Management Services, Inc., as filed with the Secretary of State of the State of Delaware on April 25, 2008
3.9	Certificate of Amendment to Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of BPO Management Services, Inc., as filed with the Secretary of State of the State of Delaware on April 25, 2008
10.55	Form of Second Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.
10.56	Form of Second Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.57	Form of Second Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.59	Form of Amendment to Series A Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.60	Form of Amendment to Series B Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.61	Form of Third Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.
10.62	Form of Third Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
10.63	Form of Third Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc.
99.1	Press release, dated April 25, 2008

EX-3.8

EXHIBIT 3.8

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND

PREFERENCES OF THE SERIES D CONVERTIBLE PREFERRED STOCK

OF

BPO MANAGEMENT SERVICES, INC.

FILED IN THE OFFICE OF THE

SECRETARY OF STATE OF DELAWARE

on June 13, 2007

BPO Management Services, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST:  The Board of Directors of the Corporation, pursuant to a written consent dated April 18, 2008, duly adopted resolutions setting forth proposed amendments to the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on June 13, 2007, declaring said amendments to be advisable and directing the same to be submitted to the holders of the Series D Convertible Preferred Stock of the Corporation for consideration thereof.  The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that, subject to approval of holders of the Series D Convertible Preferred Stock of the Corporation, a new subsection (C) shall be added to Section 5(e)(vi) as follows:

“(C)           Notwithstanding anything in this Section 5(e)(vi) or in Section 5(e)(vii) to the contrary, any  amendment of the Warrants (as defined in the Purchase Agreement and including any warrants issued upon cancellation and reissuance, or assignment and reissuance, of the Warrants) that reduces the warrant price applicable to such Warrants and is approved by the holders of Warrants exercisable for a majority of the shares of stock of the Company issuable under the then-outstanding Warrants (the “Majority Holders”), and any issuance of stock of the Company under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 5(e)(vi) or under Section 5(e)(vii) to the Conversion Price or the number of shares of Common Stock in connection with such issuance.”

FURTHER RESOLVED, that, subject to approval of holders of the Series D Convertible Preferred Stock of the Corporation, a new sentence shall be added to the end of Section 5(e)(vii) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 5(e)(vii), the issuance by the Company of convertible securities of the Company in exchange for any Warrants (as defined in the Purchase Agreement and including any warrants issued upon cancellation and reissuance, or assignment and reissuance, of the Warrants), which exchange has been approved by the Majority Holders, shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Conversion Price or the number of shares of Common Stock in connection with such issuance.”

FURTHER RESOLVED, that, subject to approval of holders of the Series D Convertible Preferred Stock of the Corporation, Section 5(e)(x) shall be amended to (a) insert a comma and delete the word “and” immediately prior to clause (vi); and (b) add new clauses (vii) and (viii) at the end of such Section, which provides additional excepted issues as follows:  “(vii) any convertible securities issued by the Company in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (viii) any securities issued by the Company pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

SECOND:  Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, and in lieu of a meeting and vote of such holders, the holders of the Series D Convertible Preferred Stock of the Corporation have given written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware as also required by the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on June 13, 2007, and written notice of the adoption of the amendments has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every holder of the Series D Convertible Preferred Stock of the Corporation entitled to such notice.

THIRD:  The aforesaid amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, BPO MANAGEMENT SERVICES, INC. has caused this Certificate to be executed by its duly authorized officers on this 25th day of April, 2008.

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:           /s/ Patrick A. Dolan

Patrick A. Dolan, Chief Executive Officer

By:           /s/ James Cortens

James Cortens, Secretary

EX-3.9

EXHIBIT 3.9

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND

PREFERENCES OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK

OF

BPO MANAGEMENT SERVICES, INC.

FILED IN THE OFFICE OF THE

SECRETARY OF STATE OF DELAWARE

on June 13, 2007

BPO Management Services, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST:  The Board of Directors of the Corporation, pursuant to a written consent dated April 18, 2008, duly adopted resolutions setting forth proposed amendments to the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on June 13, 2007, declaring said amendments to be advisable and directing the same to be submitted to the holders of the Series D-2 Convertible Preferred Stock of the Corporation for consideration thereof.  The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that, subject to approval of holders of the Series D-2 Convertible Preferred Stock of the Corporation, a new subsection (C) shall be added to Section 5(e)(vi) as follows:

“(C)           Notwithstanding anything in this Section 5(e)(vi) or in Section 5(e)(vii) to the contrary, any  amendment of the Warrants (as defined in the Purchase Agreement and including any warrants issued upon cancellation and reissuance, or assignment and reissuance, of the Warrants) that reduces the warrant price applicable to such Warrants and is approved by the holders of Warrants exercisable for a majority of the shares of stock of the Company issuable under the then-outstanding Warrants (the “Majority Holders”), and any issuance of stock of the Company under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 5(e)(vi) or under Section 5(e)(vii) to the Conversion Price or the number of shares of Common Stock in connection with such issuance.”

FURTHER RESOLVED, that, subject to approval of holders of the Series D-2 Convertible Preferred Stock of the Corporation, a new sentence shall be added to the end of Section 5(e)(vii) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 5(e)(vii), the issuance by the Company of convertible securities of the Company in exchange for any Warrants (as defined in the Purchase Agreement and including any warrants issued upon cancellation and reissuance, or assignment and reissuance, of the Warrants), which exchange has been approved by the Majority Holders, shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Conversion Price or the number of shares of Common Stock in connection with such issuance.”

FURTHER RESOLVED, that, subject to approval of holders of the Series D-2 Convertible Preferred Stock of the Corporation, Section 5(e)(x) shall be amended to (a) insert a comma and delete the word “and” immediately prior to clause (vi); and (b) add new clauses (vii) and (viii) at the end of such Section, which provides additional excepted issues as follows:  “(vii) any convertible securities issued by the Company in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (viii) any securities issued by the Company pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

SECOND:  Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, and in lieu of a meeting and vote of such holders, the holders of the Series D-2 Convertible Preferred Stock of the Corporation have given written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware as also required by the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on June 13, 2007, and written notice of the adoption of the amendments has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every holder of the Series D-2 Convertible Preferred Stock of the Corporation entitled to such notice.

THIRD:  The aforesaid amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, BPO MANAGEMENT SERVICES, INC. has caused this Certificate to be executed by its duly authorized officers on this 25th day of April, 2008.

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:           /s/ Patrick A. Dolan

Patrick A. Dolan, Chief Executive Officer

By:           /s/ James Cortens

James Cortens, Secretary

EX-10.55

EXHIBIT 10.55

SECOND AMENDMENT TO SERIES J WARRANT TO PURCHASE SHARES OF PREFERRED STOCK OF BPO MANAGEMENT SERVICES, INC.

This Second Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of March 24, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of _________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer previously granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder to exercise the Series J Warrant in accordance with the terms contained therein for the purchase of up to _____________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ percent (or _________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also previously granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder to exercise the Series A Warrant in accordance with the terms contained therein for the purchase of up to ___________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder to exercise the Series B Warrant in accordance with the terms contained therein for the purchase of up to ___________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder to exercise the Series C Warrant in accordance with the terms contained therein for the purchase of up to ___________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to __________ percent of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant; and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and entitled Holder to exercise the Series D Warrant in accordance with the terms contained therein for the purchase of up to ___________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ____________ percent of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, Issuer has determined that it will provide another enhanced opportunity to obtain financing from Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), by offering a reduction to the Series J Original Warrant Price for all of the remaining, unexercised Series J Covered Shares, which reduction shall be available until April 18, 2008;

WHEREAS, in furtherance of the foregoing, Issuer has also determined that, in the event that Holder exercises any portion of the remaining, unexercised Series J Warrant affected by such reduction to the Series J Original Warrant Price, the Series C Original Warrant Price and Series D Original Warrant Price shall be reduced by amendments to the Series C Warrant and the Series D Warrant  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, to $0.01 per share and $0.01 per share, respectively, for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of such Series J Covered Shares exercised between the date hereof and April 18, 2008 (i.e., if Holder exercises one-quarter (1/4) of the Series J Warrant during said period, the Series C Original Warrant Price and the Series D Original Warrant Price shall be reduced as described herein for an additional one-quarter (1/4) of the original Series C Warrant and Series D Warrant);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

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WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series J Warrant requires that the Series J Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Series D-2 Convertible Preferred Stock of Issuer issuable upon exercise of the then-outstanding Series J Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders upon its receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares and, if Holder has not provided its signed acknowledgement to this Amendment by the time Issuer has obtained the written consent of the Majority Holders, Holder’s signature shall only be required to evidence its agreement that this Amendment and the other amendments referenced herein do not trigger any anti-dilution protection set forth in the Warrants or the Certificates of Designation; and

WHEREAS, the Parties desire to amend the Series J Warrant to memorialize this understanding and to execute amendments to the Series C Warrant and the Series D Warrant (in form and substance which is substantially similar to this Amendment).

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.             Amendment; Waiver.

1.1          Amendment to Series J Warrant.  Effective solely for any exercise by Holder of any remaining, unexercised Series J Warrant (i.e., up to ____________ shares of Issuer’s Series D-2 Convertible Preferred Stock) (collectively, the “Amended Warrant Price Shares”) occurring during the period commencing on the date hereof and ending on April 18, 2008 (the “Amendment Effective Period”), the “Warrant Price” specified in Section 9 of the Series J Warrant shall be $9.60 per share of such Covered Shares.  With respect to those Amended Warrant Price Shares that are not purchased through the exercise of the Series J Warrant during the Amendment Effective Period, immediately upon expiration thereof and without any further act of the Parties, the Series J Original Warrant Price shall be reinstated to such unpurchased Amended Warrant Price Shares and thereafter apply to all Series J Covered Shares and this Amendment shall be of no further force and effect.

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1.2          Waiver of Certain Anti-Dilution Protections.  Issuer hereby represents that, concurrently with the delivery of this Amendment to Holder, it is delivering to each of the Other Warrant Holders an amendment to its respective outstanding Series J Warrant for its consideration and acceptance, which amendment is identical to this Amendment in form and substance.  Accordingly, the Parties agree that neither the contemplated amendments to, nor any offer or exercise of, the warrants held by the Other Warrant Holders at the prices contained herein shall be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Warrants or the Certificates of Designation.  Notwithstanding anything to the contrary contained in the Warrants or the Certificates of Designation, neither the transactions contemplated by this Amendment nor the issuance of any of the Amended Warrant Price Shares during the Amendment Effective Period to Holder, any Other Warrant Holder, or any of their respective affiliates shall result in the imposition of any of the anti-dilution protections in favor of the Holder contained in the Warrants or the Certificates of Designation.  The waivers set forth in this Section 1.2 shall be effective independently of whether Holder exercises its Series J Warrant during the Amendment Effective Period.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.             Miscellaneous Provisions.

2.1          No Further Amendments.  Except as amended by this Amendment and the First Amendment, the Series J Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series J Warrant and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2          Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3          Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4          Entire Agreement. The Series J Warrant as amended by this Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:    

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments and waivers set forth herein and

[  ]           Exercises __________ of the Series J Warrant as of the date hereof, and attached is the exercise notice required by the Series J Warrant; or

[  ]           Does not exercise any of the Series J Warrant as of the date hereof.

____________________________________

By:

Name: 

Its: 

Date:  

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EX-10.56

EXHIBIT 10.56

SECOND AMENDMENT TO SERIES C WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.

This Second Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of March 24, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer previously granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder to exercise the Series J Warrant in accordance with the terms contained therein for the purchase of up to ____________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ percent (or _________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also previously granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder to exercise the Series A Warrant in accordance with the terms contained therein for the purchase of up to ___________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder to exercise the Series B Warrant in accordance with the terms contained therein for the purchase of up to _______________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder to exercise the Series C Warrant in accordance with the terms contained therein for the purchase of up to ____________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to __________ percent of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant; and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and entitled Holder to exercise the Series D Warrant in accordance with the terms contained therein for the purchase of up to __________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ____________ percent of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, Issuer has determined that it will provide another enhanced opportunity to obtain financing from Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), by offering a reduction to the Series J Original Warrant Price for all of the remaining, unexercised Series J Covered Shares, which reduction shall be available until April 18, 2008, pursuant to a Second Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.;

WHEREAS, in furtherance of the foregoing, Issuer has also determined that, in the event that Holder exercises any portion of the remaining, unexercised Series J Warrant affected by such reduction to the Series J Original Warrant Price, the Series C Original Warrant Price and Series D Original Warrant Price shall be reduced by amendments to the Series C Warrant and the Series D Warrant  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, to $0.01 per share and $0.01 per share, respectively, for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of such Series J Covered Shares exercised between the date hereof and April 18, 2008 (i.e., if Holder exercises one-quarter (1/4) of the Series J Warrant during said period, the Series C Original Warrant Price and the Series D Original Warrant Price shall be reduced as described herein for an additional one-quarter (1/4) of the original Series C Warrant and Series D Warrant);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

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WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series C Warrant requires that the Series C Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series C Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders upon its receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares and, if Holder has not provided its signed acknowledgement to this Amendment by the time Issuer has obtained the written consent of the Majority Holders, Holder’s signature shall only be required to evidence its agreement that this Amendment and the other amendments referenced herein do not trigger any anti-dilution protection set forth in the Warrants or the Certificates of Designation; and

WHEREAS, the Parties desire to amend the Series C Warrant to memorialize this understanding and to execute amendments to the Series J Warrant and the Series D Warrant (in form and substance which is substantially similar to this Amendment).

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.          Amendment; Waiver.

1.1          Amendment to Series C Warrant.  For purposes of this Amendment, “Amendment Eligible Shares” shall mean that number of shares calculated pursuant to the product of (a) the percentage of the remaining, unexercised Reissued Series J Warrant actually exercised by Holder during the period commencing on the date hereof and ending on April 18, 2008 multiplied by (b) the original number of Series C Covered Shares.  Effective solely for any exercise by Holder of up to one hundred percent (100%) of the Amendment Eligible Shares (collectively, the “Amended Warrant Price Shares”) occurring during the remainder of the term of the Series C Warrant, the “Warrant Price” specified in Section 9 of the Series C Warrant shall be $0.01 per share of such Covered Shares.

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1.2           Waiver of Certain Anti-Dilution Protections.  Issuer hereby represents that, concurrently with the delivery of this Amendment to Holder, it is delivering to each of the Other Warrant Holders an amendment to its respective outstanding Series C Warrant for its consideration and acceptance, which amendment is identical to this Amendment in form and substance.  Accordingly, the Parties agree that neither the contemplated amendments to, nor any offer or exercise of, the warrants held by the Other Warrant Holders at the prices contained herein shall be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Warrants or the Certificates of Designation.  Notwithstanding anything to the contrary contained in the Warrants or the Certificates of Designation, neither the transactions contemplated by this Amendment nor the issuance of any of the Amended Warrant Price Shares during the Amendment Effective Period to Holder, any Other Warrant Holder, or any of their respective affiliates shall result in the imposition of any of the anti-dilution protections in favor of the Holder contained in the Warrants or the Certificates of Designation.  The waivers set forth in this Section 1.2 shall be effective independently of whether Holder exercises its Series J Warrant during the Amendment Effective Period.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.          Miscellaneous Provisions.

2.1          No Further Amendments.  Except as amended by this Amendment and the First Amendment, the Series C Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series C Warrant and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2          Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3          Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4          Entire Agreement. The Series C Warrant as amended by this Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments and waivers set forth herein:

____________________________________

By: 

Name:

Its: 

Date: 

5

EX-10.57

EXHIBIT 10.57

SECOND AMENDMENT TO SERIES D WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.

This Second Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of March 24, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of _______________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer previously granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder to exercise the Series J Warrant in accordance with the terms contained therein for the purchase of up to __________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ percent (or _________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also previously granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder to exercise the Series A Warrant in accordance with the terms contained therein for the purchase of up to _________________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder to exercise the Series B Warrant in accordance with the terms contained therein for the purchase of up to ______________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder to exercise the Series C Warrant in accordance with the terms contained therein for the purchase of up to __________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to __________ percent of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant; and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and entitled Holder to exercise the Series D Warrant in accordance with the terms contained therein for the purchase of up to ____________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ____________ percent of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, Issuer has determined that it will provide another enhanced opportunity to obtain financing from Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), by offering a reduction to the Series J Original Warrant Price for all of the remaining, unexercised Series J Covered Shares, which reduction shall be available until April 18, 2008, pursuant to a Second Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc.;

WHEREAS, in furtherance of the foregoing, Issuer has also determined that, in the event that Holder exercises any portion of the remaining, unexercised Series J Warrant affected by such reduction to the Series J Original Warrant Price, the Series C Original Warrant Price and Series D Original Warrant Price shall be reduced by amendments to the Series C Warrant and the Series D Warrant  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, to $0.01 per share and $0.01 per share, respectively, for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of such Series J Covered Shares exercised between the date hereof and April 18, 2008 (i.e., if Holder exercises one-quarter (1/4) of the Series J Warrant during said period, the Series C Original Warrant Price and the Series D Original Warrant Price shall be reduced as described herein for an additional one-quarter (1/4) of the original Series C Warrant and Series D Warrant);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

2

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series D Warrant requires that the Series D Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series D Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders upon its receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares and, if Holder has not provided its signed acknowledgement to this Amendment by the time Issuer has obtained the written consent of the Majority Holders, Holder’s signature shall only be required to evidence its agreement that this Amendment and the other amendments referenced herein do not trigger any anti-dilution protection set forth in the Warrants or the Certificates of Designation; and

WHEREAS, the Parties desire to amend the Series D Warrant to memorialize this understanding and to execute amendments to the Series J Warrant and the Series C Warrant (in form and substance which is substantially similar to this Amendment).

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.          Amendment; Waiver.

1.1          Amendment to Series D Warrant.  For purposes of this Amendment, “Amendment Eligible Shares” shall mean that number of shares calculated pursuant to the product of (a) the percentage of the remaining, unexercised Reissued Series J Warrant actually exercised by Holder during the period commencing on the date hereof and ending on April 18, 2008 multiplied by (b) the original number of Series D Covered Shares.  Effective solely for any exercise by Holder of up to one hundred percent (100%) of the Amendment Eligible Shares (collectively, the “Amended Warrant Price Shares”) occurring during the remainder of the term of the Series D Warrant, the “Warrant Price” specified in Section 9 of the Series D Warrant shall be $0.01 per share of such Covered Shares.

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1.2          Waiver of Certain Anti-Dilution Protections.  Issuer hereby represents that, concurrently with the delivery of this Amendment to Holder, it is delivering to each of the Other Warrant Holders an amendment to its respective outstanding Series D Warrant for its consideration and acceptance, which amendment is identical to this Amendment in form and substance.  Accordingly, the Parties agree that neither the contemplated amendments to, nor any offer or exercise of, the warrants held by the Other Warrant Holders at the prices contained herein shall be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Warrants or the Certificates of Designation.  Notwithstanding anything to the contrary contained in the Warrants or the Certificates of Designation, neither the transactions contemplated by this Amendment nor the issuance of any of the Amended Warrant Price Shares during the Amendment Effective Period to Holder, any Other Warrant Holder, or any of their respective affiliates shall result in the imposition of any of the anti-dilution protections in favor of the Holder contained in the Warrants or the Certificates of Designation.  The waivers set forth in this Section 1.2 shall be effective independently of whether Holder exercises its Series J Warrant during the Amendment Effective Period.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.          Miscellaneous Provisions.

2.1          No Further Amendments.  Except as amended by this Amendment and the First Amendment, the Series D Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series D Warrant and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2          Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3          Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4          Entire Agreement. The Series D Warrant as amended by this Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments and waivers set forth herein:

___________________________________

By: ________________________________

Name:______________________________

Its: ________________________________

Date: _____________________________   

5

EX-10.59

EXHIBIT 10.59

AMENDMENT TO SERIES A WARRANT TO PURCHASE SHARES OF COMMON

STOCK OF BPO MANAGEMENT SERVICES, INC.

This Amendment to Series A Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of April 18, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ______ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ (or __________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to __________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ______ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to ______ of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant, and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ______ of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, pursuant to those certain Second Amendments to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “Second Amendment”) that Issuer executed in favor of Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), Issuer offered a reduction to the Series J Original Warrant Price from $14.40 per share to $9.60 per share of Series J Covered Shares for all of the remaining, unexercised Series J Covered Shares (the “Series J Warrant Price Reduction”), which reduction has been extended to be available until April 25, 2008 (the “Reduced Warrant Price Period”);

WHEREAS, pursuant to previous amendments to Series C Warrant to Purchase Shares of Common Stock of Issuer and to Series D Warrant to Purchase Shares of Common Stock of Issuer that Issuer executed in favor of Holder and the Other Warrant Holders, Issuer agreed that Series C Original Warrant Price and Series D Original Warrant Price was reduced,  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, each to $0.01 per share for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of the remaining, unexercised Series J Covered Shares exercised between March 24, 2008 and April 25, 2008 (the “Series C and D Warrant Price Reduction” and, together with the Series J Warrant Price Reduction, the “Warrant Price Reduction”);

WHEREAS, in order to simplify its capital structure, Issuer has decided to offer Holder and the Other Warrant Holders the opportunity to exchange (following expiration of the Reduced Warrant Price Period) all of their then-outstanding Series A Warrants to Purchase Shares of Common Stock of Issuer, Series B Warrants to Purchase Shares of Common Stock of Issuer, and Series D Warrants to Purchase Shares of Common Stock of Issuer if such Series D Warrants have a warrant price of $1.10 per share for shares of a to-be-designated series of Issuer’s preferred stock (the “Warrant Exchange”), which shares of such series of preferred stock will be convertible into shares of Issuer’s common stock and have such other rights as agreed upon among Issuer, Holder and the Other Warrant Holders and specified in the certificate of designation of rights for such series;

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series A Warrant requires that the Series A Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series A Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

2

WHEREAS, the Parties desire to amend the Series A Warrant to memorialize this understanding and to execute amendments to all of the other currently-outstanding Warrants held by Holder (in form and substance which is substantially similar to this Amendment);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

WHEREAS, Issuer and Holder desire to amend the Certificates of Designation and the Warrants to exclude the Warrant Price Reduction and the Warrant Exchange from the scope of the anti-dilution provisions thereof;

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders, and the amendment to each outstanding Series A Warrant of Holder and the Other Warrant Holders shall be effective immediately, upon Issuer’s receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares.

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.           Amendment to Series A Warrant.

1.1           Section 4(d) - Issuance of Additional Shares of Common Stock.  A new subsection (iv) shall be added to Section 4(d) as follows:

3

“(iv)                      Notwithstanding anything in this Section 4(d) or in Section 4(e) to the contrary, any  amendment of the Warrants that reduces the warrant price applicable to such Warrants and is approved by the Majority Holders, and any issuance of Warrant Stock under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 4(d) or under Section 4(e) to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.2           Section 4(e) – Issuance of Common Stock Equivalents.  A new sentence shall be added to the end of Section 4(e) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 4(e), the issuance by Issuer of convertible securities of Issuer in exchange for any Warrants (which exchange has been approved by the Majority Holders) shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.3           Broad Interpretation.  In addition to the specific amendments made to the text of the Series A Warrant set forth herein, it is the Parties’ desire that their intentions regarding this Amendment be broadly interpreted and construed so that in no event will any actions taken by Issuer in connection with the Warrant Price Reduction or the Warrant Exchange be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Series A Warrant.

1.4           Section 9 – Definition of Additional Shares of Common Stock.  The definition of “Additional Shares of Common Stock” contained in Section 9 of the Series A Warrant shall be amended to (a) delete the word “and” immediately prior to clause (vii); and (b) add new clauses (viii) and (ix) at the end of such definition, which provides additional exclusions to such definition as follows:  “(viii) any convertible securities issued by the Issuer in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (ix) any securities issued by the Issuer pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

1.5           Effectiveness of Amendment.  The foregoing amendment shall be effective and binding upon Holder and its successors and assigns independently of whether Holder executes and delivers this Amendment to Issuer in the event that Issuer receives executed substantially similar written instruments from the Majority Holders.

4

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.           Miscellaneous Provisions.

2.1           No Further Amendments.  Except as amended by this Amendment and the previous amendments thereto, the Series A Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series A Warrant (as previously amended) and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2           Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3           Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4           Entire Agreement. The Series A Warrant as amended by this Amendment and all prior amendments thereto contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

5

IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments set forth herein.

____________________________________

By:________________________________

Name:______________________________

Its:________________________________

Date:_______________________________ 

6

EX-10.60

EXHIBIT 10.60

AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF

COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.

This Amendment to Series B Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of April 18, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of __________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ___________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to __________ (or __________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ____________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to __________ of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant, and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to __________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ____________ of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, pursuant to those certain Second Amendments to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “Second Amendment”) that Issuer executed in favor of Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), Issuer offered a reduction to the Series J Original Warrant Price from $14.40 per share to $9.60 per share of Series J Covered Shares for all of the remaining, unexercised Series J Covered Shares (the “Series J Warrant Price Reduction”), which reduction has been extended to be available until April 25, 2008 (the “Reduced Warrant Price Period”);

WHEREAS, pursuant to previous amendments to Series C Warrant to Purchase Shares of Common Stock of Issuer and to Series D Warrant to Purchase Shares of Common Stock of Issuer that Issuer executed in favor of Holder and the Other Warrant Holders, Issuer agreed that Series C Original Warrant Price and Series D Original Warrant Price was reduced,  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, each to $0.01 per share for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of the remaining, unexercised Series J Covered Shares exercised between March 24, 2008 and April 25, 2008 (the “Series C and D Warrant Price Reduction” and, together with the Series J Warrant Price Reduction, the “Warrant Price Reduction”);

WHEREAS, in order to simplify its capital structure, Issuer has decided to offer Holder and the Other Warrant Holders the opportunity to exchange (following expiration of the Reduced Warrant Price Period) all of their then-outstanding Series A Warrants to Purchase Shares of Common Stock of Issuer, Series B Warrants to Purchase Shares of Common Stock of Issuer, and Series D Warrants to Purchase Shares of Common Stock of Issuer if such Series D Warrants have a warrant price of $1.10 per share for shares of a to-be-designated series of Issuer’s preferred stock (the “Warrant Exchange”), which shares of such series of preferred stock will be convertible into shares of Issuer’s common stock and have such other rights as agreed upon among Issuer, Holder and the Other Warrant Holders and specified in the certificate of designation of rights for such series;

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series B Warrant requires that the Series B Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series B Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

2

WHEREAS, the Parties desire to amend the Series B Warrant to memorialize this understanding and to execute amendments to all of the other currently-outstanding Warrants held by Holder (in form and substance which is substantially similar to this Amendment);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

WHEREAS, Issuer and Holder desire to amend the Certificates of Designation and the Warrants to exclude the Warrant Price Reduction and the Warrant Exchange from the scope of the anti-dilution provisions thereof;

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders, and the amendment to each outstanding Series B Warrant of Holder and the Other Warrant Holders shall be effective immediately, upon Issuer’s receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares.

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.           Amendment to Series B Warrant.

1.1           Section 4(d) - Issuance of Additional Shares of Common Stock.  A new subsection (iv) shall be added to Section 4(d) as follows:

3

“(iv)     Notwithstanding anything in this Section 4(d) or in Section 4(e) to the contrary, any  amendment of the Warrants that reduces the warrant price applicable to such Warrants and is approved by the Majority Holders, and any issuance of Warrant Stock under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 4(d) or under Section 4(e) to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.2           Section 4(e) – Issuance of Common Stock Equivalents.  A new sentence shall be added to the end of Section 4(e) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 4(e), the issuance by Issuer of convertible securities of Issuer in exchange for any Warrants (which exchange has been approved by the Majority Holders) shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.3           Broad Interpretation.  In addition to the specific amendments made to the text of the Series B Warrant set forth herein, it is the Parties’ desire that their intentions regarding this Amendment be broadly interpreted and construed so that in no event will any actions taken by Issuer in connection with the Warrant Price Reduction or the Warrant Exchange be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Series B Warrant.

1.4           Section 9 – Definition of Additional Shares of Common Stock.  The definition of “Additional Shares of Common Stock” contained in Section 9 of the Series B Warrant shall be amended to (a) delete the word “and” immediately prior to clause (vii); and (b) add new clauses (viii) and (ix) at the end of such definition, which provides additional exclusions to such definition as follows:  “(viii) any convertible securities issued by the Issuer in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (ix) any securities issued by the Issuer pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

1.5           Effectiveness of Amendment.  The foregoing amendment shall be effective and binding upon Holder and its successors and assigns independently of whether Holder executes and delivers this Amendment to Issuer in the event that Issuer receives executed substantially similar written instruments from the Majority Holders.

4

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.           Miscellaneous Provisions.

2.1           No Further Amendments.  Except as amended by this Amendment and the previous amendments thereto, the Series B Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series B Warrant (as previously amended) and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2           Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3           Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4           Entire Agreement. The Series B Warrant as amended by this Amendment and all prior amendments thereto contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

5

IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments set forth herein.

____________________________________

By:_______________________________

Name:_____________________________

Its:_______________________________

Date:______________________________    

6

EX-10.61

EXHIBIT 10.61

THIRD AMENDMENT TO SERIES J WARRANT TO PURCHASE SHARES OF

PREFERRED STOCK OF BPO MANAGEMENT SERVICES, INC.

This Third Amendment to Series J Warrant to Purchase Shares of Preferred Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of April 18, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of __________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ (or ________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ___________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to _________ of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant, and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _____________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to _________ of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, pursuant to those certain Second Amendments to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “Second Amendment”) that Issuer executed in favor of Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), Issuer offered a reduction to the Series J Original Warrant Price from $14.40 per share to $9.60 per share of Series J Covered Shares for all of the remaining, unexercised Series J Covered Shares (the “Series J Warrant Price Reduction”), which reduction has been extended to be available until April 25, 2008 (the “Reduced Warrant Price Period”);

WHEREAS, pursuant to previous amendments to Series C Warrant to Purchase Shares of Common Stock of Issuer and to Series D Warrant to Purchase Shares of Common Stock of Issuer that Issuer executed in favor of Holder and the Other Warrant Holders, Issuer agreed that Series C Original Warrant Price and Series D Original Warrant Price was reduced,  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, each to $0.01 per share for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of the remaining, unexercised Series J Covered Shares exercised between March 24, 2008 and April 25, 2008 (the “Series C and D Warrant Price Reduction” and, together with the Series J Warrant Price Reduction, the “Warrant Price Reduction”);

WHEREAS, in order to simplify its capital structure, Issuer has decided to offer Holder and the Other Warrant Holders the opportunity to exchange (following expiration of the Reduced Warrant Price Period) all of their then-outstanding Series A Warrants to Purchase Shares of Common Stock of Issuer, Series B Warrants to Purchase Shares of Common Stock of Issuer, and Series D Warrants to Purchase Shares of Common Stock of Issuer if such Series D Warrants have a warrant price of $1.10 per share for shares of a to-be-designated series of Issuer’s preferred stock (the “Warrant Exchange”), which shares of such series of preferred stock will be convertible into shares of Issuer’s common stock and have such other rights as agreed upon among Issuer, Holder and the Other Warrant Holders and specified in the certificate of designation of rights for such series;

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series J Warrant requires that the Series J Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Series D-2 Convertible Preferred Stock of Issuer issuable upon exercise of the then-outstanding Series J Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

2

WHEREAS, the Parties desire to amend the Series J Warrant to memorialize this understanding and to execute amendments to all of the other currently-outstanding Warrants held by Holder (in form and substance which is substantially similar to this Amendment);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

WHEREAS, Issuer and Holder desire to amend the Certificates of Designation and the Warrants to exclude the Warrant Price Reduction and the Warrant Exchange from the scope of the anti-dilution provisions thereof;

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders, and the amendment to each outstanding Series J Warrant of Holder and the Other Warrant Holders shall be effective immediately, upon Issuer’s receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares.

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.           Amendment to Series J Warrant.

1.1           Section 4(d) - Issuance of Additional Shares of Common Stock.  A new subsection (iv) shall be added to Section 4(d) as follows:

3

“(iv)                      Notwithstanding anything in this Section 4(d) or in Section 4(e) to the contrary, any  amendment of the Warrants that reduces the warrant price applicable to such Warrants and is approved by the Majority Holders, and any issuance of Warrant Stock under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 4(d) or under Section 4(e) to the Warrant Price or the number of shares of Preferred Stock for which this Warrant is exercisable in connection with such issuance.”

1.2           Section 4(e) – Issuance of Common Stock Equivalents.  A new sentence shall be added to the end of Section 4(e) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 4(e), the issuance by Issuer of convertible securities of Issuer in exchange for any Warrants (which exchange has been approved by the Majority Holders) shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Warrant Price or the number of shares of Preferred Stock for which this Warrant is exercisable in connection with such issuance.”

1.3           Broad Interpretation.  In addition to the specific amendments made to the text of the Series J Warrant set forth herein, it is the Parties’ desire that their intentions regarding this Amendment be broadly interpreted and construed so that in no event will any actions taken by Issuer in connection with the Warrant Price Reduction or the Warrant Exchange be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Series J Warrant.

1.4           Section 9 – Definition of Additional Shares of Common Stock.  The definition of “Additional Shares of Common Stock” contained in Section 9 of the Series J Warrant shall be amended to (a) delete the word “and” immediately prior to clause (vii); and (b) add new clauses (viii) and (ix) at the end of such definition, which provides additional exclusions to such definition as follows:  “(viii) any convertible securities issued by the Issuer in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (ix) any securities issued by the Issuer pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

1.5           Effectiveness of Amendment.  The foregoing amendment shall be effective and binding upon Holder and its successors and assigns independently of whether Holder executes and delivers this Amendment to Issuer in the event that Issuer receives executed substantially similar written instruments from the Majority Holders.

4

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.           Miscellaneous Provisions.

2.1           No Further Amendments.  Except as amended by this Amendment, the First Amendment, and the Second Amendment, the Series J Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series J Warrant (as previously amended) and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2           Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3           Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4           Entire Agreement. The Series J Warrant as amended by this Amendment, the First Amendment, and the Second Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

5

IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments set forth herein.

____________________________________

By:________________________________

Name:______________________________

Its:________________________________

Date:_______________________________                           

6

EX-10.62

EXHIBIT 10.62

THIRD AMENDMENT TO SERIES C WARRANT TO PURCHASE SHARES OF

COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.

This Third Amendment to Series C Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of April 18, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to __________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _________ (or ___________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to __________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ______________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _____________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to _________ of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant, and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to _________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to ___________ of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, pursuant to those certain Second Amendments to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “Second Amendment”) that Issuer executed in favor of Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), Issuer offered a reduction to the Series J Original Warrant Price from $14.40 per share to $9.60 per share of Series J Covered Shares for all of the remaining, unexercised Series J Covered Shares (the “Series J Warrant Price Reduction”), which reduction has been extended to be available until April 25, 2008 (the “Reduced Warrant Price Period”);

WHEREAS, pursuant to previous amendments to Series C Warrant to Purchase Shares of Common Stock of Issuer and to Series D Warrant to Purchase Shares of Common Stock of Issuer that Issuer executed in favor of Holder and the Other Warrant Holders, Issuer agreed that Series C Original Warrant Price and Series D Original Warrant Price was reduced,  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, each to $0.01 per share for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of the remaining, unexercised Series J Covered Shares exercised between March 24, 2008 and April 25, 2008 (the “Series C and D Warrant Price Reduction” and, together with the Series J Warrant Price Reduction, the “Warrant Price Reduction”);

WHEREAS, in order to simplify its capital structure, Issuer has decided to offer Holder and the Other Warrant Holders the opportunity to exchange (following expiration of the Reduced Warrant Price Period) all of their then-outstanding Series A Warrants to Purchase Shares of Common Stock of Issuer, Series B Warrants to Purchase Shares of Common Stock of Issuer, and Series D Warrants to Purchase Shares of Common Stock of Issuer if such Series D Warrants have a warrant price of $1.10 per share for shares of a to-be-designated series of Issuer’s preferred stock (the “Warrant Exchange”), which shares of such series of preferred stock will be convertible into shares of Issuer’s common stock and have such other rights as agreed upon among Issuer, Holder and the Other Warrant Holders and specified in the certificate of designation of rights for such series;

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series C Warrant requires that the Series C Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series C Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

2

WHEREAS, the Parties desire to amend the Series C Warrant to memorialize this understanding and to execute amendments to all of the other currently-outstanding Warrants held by Holder (in form and substance which is substantially similar to this Amendment);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

WHEREAS, Issuer and Holder desire to amend the Certificates of Designation and the Warrants to exclude the Warrant Price Reduction and the Warrant Exchange from the scope of the anti-dilution provisions thereof;

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders, and the amendment to each outstanding Series C Warrant of Holder and the Other Warrant Holders shall be effective immediately, upon Issuer’s receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares.

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.           Amendment to Series C Warrant.

1.1           Section 4(d) - Issuance of Additional Shares of Common Stock.  A new subsection (iv) shall be added to Section 4(d) as follows:

3

“(iv)                      Notwithstanding anything in this Section 4(d) or in Section 4(e) to the contrary, any  amendment of the Warrants that reduces the warrant price applicable to such Warrants and is approved by the Majority Holders, and any issuance of Warrant Stock under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 4(d) or under Section 4(e) to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.2           Section 4(e) – Issuance of Common Stock Equivalents.  A new sentence shall be added to the end of Section 4(e) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 4(e), the issuance by Issuer of convertible securities of Issuer in exchange for any Warrants (which exchange has been approved by the Majority Holders) shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.3           Broad Interpretation.  In addition to the specific amendments made to the text of the Series C Warrant set forth herein, it is the Parties’ desire that their intentions regarding this Amendment be broadly interpreted and construed so that in no event will any actions taken by Issuer in connection with the Warrant Price Reduction or the Warrant Exchange be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Series C Warrant.

1.4           Section 9 – Definition of Additional Shares of Common Stock.  The definition of “Additional Shares of Common Stock” contained in Section 9 of the Series C Warrant shall be amended to (a) delete the word “and” immediately prior to clause (vii); and (b) add new clauses (viii) and (ix) at the end of such definition, which provides additional exclusions to such definition as follows:  “(viii) any convertible securities issued by the Issuer in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (ix) any securities issued by the Issuer pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

1.5           Effectiveness of Amendment.  The foregoing amendment shall be effective and binding upon Holder and its successors and assigns independently of whether Holder executes and delivers this Amendment to Issuer in the event that Issuer receives executed substantially similar written instruments from the Majority Holders.

4

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.           Miscellaneous Provisions.

2.1           No Further Amendments.  Except as amended by this Amendment, the First Amendment, and the Second Amendment, the Series C Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series C Warrant (as previously amended) and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2           Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3           Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4           Entire Agreement. The Series C Warrant as amended by this Amendment, the First Amendment, and the Second Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

5

IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments set forth herein.

____________________________________

By:________________________________

Name:______________________________

Its:________________________________

Date:_______________________________ 

6

EX-10.63

EXHIBIT 10.63

THIRD AMENDMENT TO SERIES D WARRANT TO PURCHASE SHARES OF

COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.

This Third Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of April 18, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ____________________ (“Holder”).  Issuer and Holder are, together, the “Parties.”

RECITALS

WHEREAS, Issuer, Holder and certain other investors entered into that certain Series D Convertible Preferred Stock Purchase Agreement, dated June 13, 2007 (the “Stock Purchase Agreement”), pursuant to which Holder and the other investors purchased shares of Issuer’s Series D Convertible Preferred Stock and warrants to purchase shares of Issuer’s Series D-2 Convertible Preferred Stock and Common Stock (each of such warrants is described below);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer granted to Holder that certain Series J Warrant to Purchase Shares of Preferred Stock of Issuer, which was numbered W-J-07-__, was dated and issued June 13, 2007 (the “Series J Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ___________ shares of Issuer’s Series D-2 Convertible Preferred Stock (the “Series J Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series J Warrant) of $14.40 (the “Series J Original Warrant Price”);

WHEREAS, effective as of September 28, 2007, Issuer amended the Series J Warrant pursuant to that certain Amendment to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “First Amendment”) in order to reduce the Series J Warrant Price from $14.40 to $9.60 for the period commencing on September 28, 2007 and ending on October 10, 2007;

WHEREAS, pursuant to the First Amendment, Holder exercised the Series J Warrant with respect to _______ (or _________) of the Series J Covered Shares (the “Partial Series J Exercise”);

WHEREAS, in connection with the Stock Purchase Agreement, Issuer also granted to Holder (a) that certain Series A Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-A-07-__, was dated and issued June 13, 2007 (the “Series A Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series A Warrant) of $0.90; (b) that certain Series B Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-B-07-__, was dated and issued June 13, 2007 (the “Series B Warrant”), and entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ___________ shares of Issuer’s Common Stock at an initial per-share Warrant Price (as defined in Section 9 of the Series B Warrant) of $1.25; (c) that certain Series C Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-C-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series C Warrant”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to ___________ shares of Issuer’s Common Stock (the “Series C Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series C Warrant) of $1.35 (the “Series C Original Warrant Price”), as amended by that certain Amendment to Series C Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which, following the Partial Series J Exercise reduced the Series C Original Warrant Price as to ________ of the Series C Covered Shares to $0.01 for the remainder of the term of the Series C Warrant, and (d) that certain Series D Warrant to Purchase Shares of Common Stock of Issuer, which was numbered W-D-07-__, was dated and issued June 13, 2007 (as amended from time to time, the “Series D Warrant” and, together with the Series J Warrant, the Series A Warrant, the Series B Warrant, and the Series C Warrant, the “Warrants”), and, subject to certain conditions precedent, entitled Holder upon exercise thereof in accordance with the terms contained therein to purchase up to __________ shares of Issuer’s Common Stock (the “Series D Covered Shares”) at an initial per-share Warrant Price (as defined in Section 9 of the Series D Warrant) of $1.87 (the “Series D Original Warrant Price”), as amended by that certain Amendment to Series D Warrant to Purchase Shares of Common Stock of Issuer effective as of September 28, 2007, which following the Partial Series J Exercise reduced the Series D Original Warrant Price as to __________ of the Series D Covered Shares to $1.10 for the remainder of the term of the Series D Warrant;

WHEREAS, pursuant to those certain Second Amendments to Series J Warrant to Purchase Shares of Preferred Stock of Issuer (the “Second Amendment”) that Issuer executed in favor of Holder and certain other parties who originally received warrants at the same time and on the same terms as the Warrants (the “Other Warrant Holders”), Issuer offered a reduction to the Series J Original Warrant Price from $14.40 per share to $9.60 per share of Series J Covered Shares for all of the remaining, unexercised Series J Covered Shares (the “Series J Warrant Price Reduction”), which reduction has been extended to be available until April 25, 2008 (the “Reduced Warrant Price Period”);

WHEREAS, pursuant to previous amendments to Series C Warrant to Purchase Shares of Common Stock of Issuer and to Series D Warrant to Purchase Shares of Common Stock of Issuer that Issuer executed in favor of Holder and the Other Warrant Holders, Issuer agreed that Series C Original Warrant Price and Series D Original Warrant Price was reduced,  effective for the remainder of the term of the Series C Warrant and the Series D Warrant, respectively, each to $0.01 per share for the same percentage of the Series C Covered Shares and Series D Covered Shares as the percentage of the remaining, unexercised Series J Covered Shares exercised between March 24, 2008 and April 25, 2008 (the “Series C and D Warrant Price Reduction” and, together with the Series J Warrant Price Reduction, the “Warrant Price Reduction”);

WHEREAS, in order to simplify its capital structure, Issuer has decided to offer Holder and the Other Warrant Holders the opportunity to exchange (following expiration of the Reduced Warrant Price Period) all of their then-outstanding Series A Warrants to Purchase Shares of Common Stock of Issuer, Series B Warrants to Purchase Shares of Common Stock of Issuer, and Series D Warrants to Purchase Shares of Common Stock of Issuer if such Series D Warrants have a warrant price of $1.10 per share for shares of a to-be-designated series of Issuer’s preferred stock (the “Warrant Exchange”), which shares of such series of preferred stock will be convertible into shares of Issuer’s common stock and have such other rights as agreed upon among Issuer, Holder and the Other Warrant Holders and specified in the certificate of designation of rights for such series;

WHEREAS, each of the Warrants provides for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current “Warrant Price” for such Warrant;

WHEREAS, Section 11 of the Series D Warrant requires that the Series D Warrant be amended only by written instrument(s) executed by Issuer and the holders of warrants exercisable for a majority of the shares of Common Stock of Issuer issuable upon exercise of the then-outstanding Series D Warrants issued to Holder and the Other Warrant Holders (the “Majority Holders”);

2

WHEREAS, the Parties desire to amend the Series D Warrant to memorialize this understanding and to execute amendments to all of the other currently-outstanding Warrants held by Holder (in form and substance which is substantially similar to this Amendment);

WHEREAS, the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Issuer (the “Series D Certificate of Designation”) and the Certificate of Designation of the Relative Rights and Preferences of the Series D-2 Convertible Preferred Stock of Issuer (the “Series D-2 Certificate of Designation” and, together with the Series D Certificate of Designation, the “Certificates of Designation”) provide for certain anti-dilution protection in the event that Issuer issues any shares of its Common Stock or any warrants to purchase its Common Stock for a per-share price less than the then-current applicable conversion price of the Series D Convertible Preferred Stock and Series D-2 Convertible Preferred Stock of Issuer, respectively;

WHEREAS, Issuer and Holder desire to amend the Certificates of Designation and the Warrants to exclude the Warrant Price Reduction and the Warrant Exchange from the scope of the anti-dilution provisions thereof;

WHEREAS, Issuer shall be deemed to have obtained the signature of the Majority Holders, and the amendment to each outstanding Series D Warrant of Holder and the Other Warrant Holders shall be effective immediately, upon Issuer’s receipt of signed acknowledgements to this Amendment and/or the amendments provided to the Other Warrant Holders representing the requisite number of covered shares.

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

AMENDMENT

1.           Amendment to Series D Warrant.

1.1           Section 4(d) - Issuance of Additional Shares of Common Stock.  A new subsection (iv) shall be added to Section 4(d) as follows:

3

“(iv)     Notwithstanding anything in this Section 4(d) or in Section 4(e) to the contrary, any  amendment of the Warrants that reduces the warrant price applicable to such Warrants and is approved by the Majority Holders, and any issuance of Warrant Stock under the Warrants as so amended, shall not constitute the issuance of any Additional Shares of Common Stock or Common Stock Equivalents and, therefore, no adjustment shall be made under this Section 4(d) or under Section 4(e) to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.2           Section 4(e) – Issuance of Common Stock Equivalents.  A new sentence shall be added to the end of Section 4(e) as follows:

“Notwithstanding anything in the foregoing to the contrary, for purposes of this Section 4(e), the issuance by Issuer of convertible securities of Issuer in exchange for any Warrants (which exchange has been approved by the Majority Holders) shall not constitute an issuance or sale of any Common Stock Equivalents and, therefore, no adjustment shall be made to the Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable in connection with such issuance.”

1.3           Broad Interpretation.  In addition to the specific amendments made to the text of the Series D Warrant set forth herein, it is the Parties’ desire that their intentions regarding this Amendment be broadly interpreted and construed so that in no event will any actions taken by Issuer in connection with the Warrant Price Reduction or the Warrant Exchange be deemed to trigger, or give rise to the triggering of, any anti-dilution protection contained in the Series D Warrant.

1.4           Section 9 – Definition of Additional Shares of Common Stock.  The definition of “Additional Shares of Common Stock” contained in Section 9 of the Series D Warrant shall be amended to (a) delete the word “and” immediately prior to clause (vii); and (b) add new clauses (viii) and (ix) at the end of such definition, which provides additional exclusions to such definition as follows:  “(viii) any convertible securities issued by the Issuer in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders); and (ix) any securities issued by the Issuer pursuant to the conversion of convertible securities issued in connection with the exchange of any Warrants for such convertible securities (which exchange is approved by the Majority Holders).”

1.5           Effectiveness of Amendment.  The foregoing amendment shall be effective and binding upon Holder and its successors and assigns independently of whether Holder executes and delivers this Amendment to Issuer in the event that Issuer receives executed substantially similar written instruments from the Majority Holders.

4

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.           Miscellaneous Provisions.

2.1           No Further Amendments.  Except as amended by this Amendment, the First Amendment, and the Second Amendment, the Series D Warrant remains unmodified and in full force and effect.  In the event of any inconsistency between the provisions of the Series D Warrant (as previously amended) and the provisions of this Amendment, the provisions of this Amendment shall prevail.  This Amendment may only be modified or amended by a written agreement executed by Issuer, and consented to by Holder, with the same formalities and in the same manner as this Amendment.

2.2           Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.  Facsimiles or portable document files transmitted by e-mail containing original signatures shall be deemed for all purposes to be originally signed copies of the documents which are the subject of such facsimiles or files.

2.3           Binding on Successors.This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

2.4           Entire Agreement. The Series D Warrant as amended by this Amendment, the First Amendment, and the Second Amendment contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter contained herein.  There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter hereof that are not fully expressed herein.

[SIGNATURE PAGE TO FOLLOW]

5

IN WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer to execute this Amendment all effective as of the day and year first above written.

ISSUER:

BPO MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:     ______________________________

Name: Patrick A. Dolan

Its:      Chief Executive Officer

HOLDER:

The undersigned hereby consents to the amendments set forth herein.

____________________________________

By:__________________________________

Name:________________________________

Its:__________________________________

Date:________________________________ 

6

EX-99.1

EXHIBIT 99.1

BPO MANAGEMENT SERVICES RAISES ADDITIONAL GROWTH CAPITAL

Anaheim, Calif., April 25, 2008 - BPO Management Services, Inc., (OTCBB: BPOM) “BPOMS”, a full-service business process outsourcing company focused on serving middle-market enterprises, today announced that it raised $5.6 million in additional financing from the exercise of 583,333 Series J Warrants to Purchase Shares of BPOMS’ Series D-2 Convertible Preferred Stock, which also resulted in the vesting of the exercising holders’ attached Series C Warrants to Purchase Shares of BPOMS’ Common Stock (the “Series C Warrants”) and Series D Warrants to Purchase Shares of BPOMS’ Common Stock (the “Series D Warrants”) at discounted exercise prices.

BPOMS Chief Executive Officer Patrick Dolan said, "This investment will significantly expand our working capital, allowing us to continue to aggressively grow our business operations and pursue strategic acquisitions.  We are pleased to have raised these funds, especially in light of the current tight market for financing, which underscores the commitment and confidence of our institutional investors.”

Through amendments to the Series J Warrants issued to the seven institutional investors who purchased shares of its Series D Convertible Preferred Stock on June 13, 2007, BPOMS voluntarily reduced the per-share warrant exercise price payable upon exercise by any such investor of its Series J Warrant from $14.40 to $9.60, effective only for exercises during the period between March 24, 2008 and April 25, 2008 (the “Reduced Warrant Price Period”).  Further, in conjunction with this program, BPOMS also amended each of its Series C Warrants and Series D Warrants, all of which were also issued in connection with the purchase of its Series D Convertible Preferred Stock on June 13, 2007 to these seven institutional investors, to provide that, in the event that such institutional investor exercised any portion of its Series J Warrant during the Reduced Warrant Price Period, the per-share warrant exercise price payable upon exercise of its Series C Warrant would be reduced from $1.35 to $0.01 and the per-share warrant exercise price payable upon exercise of its Series D Warrant would be reduced from $1.87 to $0.01 for the same percentage of such investor’s original Series C Warrants and Series D Warrants as the percentage of Series J Warrants exercised by such investor during the Reduced Warrant Price Period. Accordingly, through the end of the Reduced Warrant Price Period, 583,333 Series J Warrants were exercised resulting in the vesting of approximately 4,666,664 penny C Warrants and 9,333,328 penny D warrants.

Details of the Company’s amendments concerning the warrant exercise will be included in its Current Report on Form 8-K to be filed promptly with the Securities and Exchange Commission.

About BPO Management Services, Inc.

BPO Management Services (BPOMS) is a business process outsourcing (BPO) service provider that offers a diversified range of on-demand services, including human resources, information technology, and enterprise content management solutions to support the back-office business functions of middle-market enterprises on an outsourced basis.  BPOMS supports middle-market businesses new to the BPO market, established businesses that already outsource, and businesses seeking to maximize return-on-investment from their in-house workforce.  For more information, please visitwww.bpoms.com.

Forward Looking Statements

Certain statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements may be identified by the use of words such as “anticipate, “believe,” “expect,” “future,” “may,” “will,” “would,” “should,” “plan,” “projected,” “intend,” and similar expressions.  Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of BPO Management Services (the “Company”) to be materially different from those expressed or implied by such forward-looking statements.  The Company’s future operating results are dependent upon many factors, including but not limited to: (i) the Company’s ability to obtain sufficient capital or a strategic business arrangement to fund its current operational or expansion plans; (ii) the Company’s ability to build and maintain the management and human resources and infrastructure necessary to support the anticipated growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under “Search for Company Filings.”

PR/Media Relations Contact:

Richard Stern

Stern & Co.

richstern@sternco.com

Tel: 212-888-0044

Alison Simard

Stern & Co.

arsimard@sternco.com

Tel: 323-650-7117

IR Contact:

Arun Chakraborty

achakrab@sternco.com

212-888-0044

Company Contact:

BPO Management Services, Inc.                                                                                                       

Patrick Dolan, Chairman & CEO

patrick.dolan@bpoms.com