Form of Investment Management Trust Agreement

EXHIBIT 10.1

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of [ ], 2007 by and between Global BPO Services Corp. (the " Company" ) and Continental Stock Transfer & Trust Company (the " Trustee" ).

WHEREAS, the Company' s Registration Statement on Form S-1, as amended, No. 333-144447 (together with any registration statement filed pursuant to Rule 462(b), the " Registration Statement" ), for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof by the Securities and Exchange Commission (the " Effective Date" );

WHEREAS, Deutsche Bank Securities Inc. (" Deutsche Bank" ) is acting as the representative of the underwriters in the IPO (the " Underwriters" );

WHEREAS, the Company has agreed to issue warrants in a private placement that will occur prior to the IPO (the " Private Placement" ); WHEREAS, as described in the Registration Statement, and in accordance with the Company' s Second Amended and Restated Certificate of Incorporation, an aggregate of $246,300,000 ($282,300,000 if the Underwriters' over-allotment option is exercised in full), which is comprised of (i) the net proceeds of the IPO (except as provided in the Registration Statement); (ii) the $7,500,000 received by the Company in exchange for its warrants pursuant to the Private Placement; and (iii) an additional $7,500,000 (or $8,625,000, if the Underwriters' over-allotment option is exercised in full) of the proceeds of the IPO, representing a portion of the Underwriters' deferred discount (the " Deferred Discount" ) which Deutsche Bank has agreed to deposit in the Trust Account (as defined below), will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company' s common stock, par value $.001 per share (the " Common Stock" ), included in the units of the Company' s securities issued in the IPO (the " Units" ) and Deutsche Bank. The amount to be delivered to the Trustee will be referred to herein as the " Property ," the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders ," and the Public Stockholders, Deutsche Bank and the Company will be referred to together as the " Beneficiaries" ); and WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account (the " Trust Account" ) established by the Trustee at Bank of America, N.A.;

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in " government securities," within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the " 1940 Act" ), with a maturity of 180 days or less, or in any open ended investment company registered under the 1940 Act selected by the Company that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the 1940 Act, as determined by the Company. As used herein, " Government Security" means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days or less;

(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property," as such term is used herein;

(e) Notify the Company and Deutsche Bank of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns for the Trust Account or the Company;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Deutsche Bank to do so;

(h) Render to the Company, and to such other persons as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter ( the " Termination Letter" ), in a form substantially similar to that attached hereto as Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein as part of the Company' s plan of dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall be made only pursuant to a duly executed Termination Letter, together with the other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the stock vote in favor of the Business Combination. As used in this Agreement, the term " Business Combination" means the Company' s initial acquisition through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination of at least majority ownership of one or more domestic or international operating businesses in the business process outsourcing industry, having a fair market value of at least 80% of the Company' s net assets held in trust (net of taxes and amounts permitted to be disbursed for working capital purposes and excluding the amount held in the trust


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account representing the Deferred Discount) at the time of such acquisition, as more fully described in the prospectus forming a part of the Registration Statement; and

(j) As of the date 24 months from the date of this Agreement, if the Company has failed to consummate a Business Combination (the " Termination Date" ), commence liquidation of the Trust Account. The Trustee, upon consultation with and receipt of written instruction from the Company and Deutsche Bank, shall deliver a notice to Public Stockholders of record as of the Termination Date, by U.S. mail or via the Depository Trust Company (" DTC" ), within five days of the Termination Date, to notify the Public Stockholders of such event and take such other actions as the Company and Deutsche Bank may direct to inform the Beneficiaries. Thereafter, the Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee.

2. Limited Distributions of Income on Property .

(a) Upon receipt by the Trustee of a written request signed by the Chief Executive Officer and Chief Financial Officer of the Company, then at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such tax obligation; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the interest earned in the Trust Account. It is understood and agreed that the only duty of the Trustee with regard to this section is to follow the instruction of the Company.

(b) Upon written request from the Company in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company an amount up to $3,250,000 in the aggregate of the income earned and collected on the Property, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company' s written request.

(c) Except as provided in Sections 1(i), 1(j), 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted.

(d) Upon receipt by the Trustee of a written instruction from the Company signed by its Chief Executive Officer and Chief Financial Officer requesting distributions from the Trust Account in connection with a plan of dissolution and distribution, the Trustee shall distribute to the Company from the property (i) the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, and (ii) any amounts due to pay creditors or required to reserve for payment to creditors, an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter.

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(e) It is understood and agreed that the Trustee' s only responsibility under Section 2(a), 2(b) and 2(d) is to follow the instruction of the Company.

3. Agreements and Covenants of the Company . The Company hereby agrees and covenants:

(a) To provide all instructions to the Trustee hereunder in writing, signed by the Company' s Chief Executive Officer and Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company and/or Deutsche Bank shall promptly confirm such instructions in writing; (b) To hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

(c) To pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a), 2(b) and 2(d) as set forth on Schedule A hereto, ...