STATEMENTOF WORK - Infrastructure and Support Services

EXHIBIT 10.4

STATEMENT OF WORK - Infrastructure and Support Services

1. Purpose

This Statement of Work dated as of August 1, 2011 is entered into between Helios and Matheson Information Technology Inc. (hereinafter "HMNY"), having offices at 200 Park Avenue South Suite # 901 NY 10003, Helios Matheson Global Services Pvt Ltd (HMGS), HMNY’s wholly owned Indian subsidiary and IonIdea, Inc. (herein after "IonIdea"), having its offices located at 3933 Old Lee Highway, Suite 33B, Fairfax, VA 22030. The purpose of this Statement of Work is to set forth the Services to be provided by IonIdea.

2. Term

The Services shall commence on the Aug 1, 2011 and shall continue until July 31, 2012 ("End Date"). HMNY and Ionidea may agree to extend this SOW as mutually acceptable.

3. Description Of Services – Deliverable

IonIdea shall provide Infrastructure and IT support services to HMNY. A few of the specified services may vary and evolve during the term of this Agreement. IonIdea shall be responsible for the primary services described as follows.

4. Ion Idea’s Responsibilities

5. HMNY Responsibilities

6. HMNY and IonIdea Responsibilities

7. Solicitation of Employees

IonIdea and HMNY agree that they shall not solicit employees of the other and shall ensure that all persons contracted to perform services under this Agreement will not be hired by the other without written release by current employer, for a period of 12 months from date of termination of employment with the current employer.

8. Place of Performance of Services

The Services shall be performed at the IonIdea premises located at 38-40, Export Promotion Industrial Park, Whitefield, Bangalore 560 066, India. Any change in the place of performance shall be subject to agreement by both parties.

9. Parties' Relationship Managers

IonIdea and HMNY primary contacts for all activities under this Statement of Work shall be those identified in the table below or such other contact notified by a party to the other in writing. The Relationship Managers listed below will ensure success of the relationship.

10. Fees, Invoicing, And Expenses

HMNY shall pay a flat rate fee per person for all team members who are on HMNY’s payroll.

In addition to the above fee of $550 per team member, HMNY will also reimburse IonIdea the transportation expense on actual basis for each employee availing the transportation facility, This transportation provided will be for one specific shift as specified by HMNY (currently 11 am to 7 pm). All other transportation will be considered as ad-hoc transportation.

Also the ad-hoc transportation needed for one off cases where team members require transportation after regular office hours can also be provided on actual costs

11. Invoicing Procedure

Invoices addressed to HMNY will be sent electronically to the designated HMNY Primary Contact Person, as stated above. Payment terms are net 45 and late payments will be liable for interest @ 1% per month from date of invoice.

Invoices will be raised on HMNY and payment is guaranteed by HMNY.

12. Termination of services

12.1 Termination for Convenience: Except as provided in a Statement of Work, Customer shall have the right to elect to terminate a Statement of Work, at any time, by providing Supplier with ninety (90) days prior written notice of said election.

12.2 Termination by Either Party for Material Breach and Bankruptcy: Either party may terminate this Agreement (or any part thereof) or any Statement of Work upon written notice (a) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail or (b) if either Party files a petition for relief under any bankruptcy legislation, if any involuntary petition thereunder should be filed against either Party and the same not be dismissed within thirty (30) days, if either Party is adjudicated a bankrupt or if either Party makes an assignment for the benefit of creditors.

12.3 Hardware / Software :The generic hardware (Desktop) as specified earlier will be provided by IonIdea. Any other specific hardware or software required for HMNY projects will not be provided by IonIdea.

IN WITNESS WHEREOF, this Statement of Work has been executed as of the date first above written by the undersigned authorized representatives of HMNY and IonIdea.

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