STATEMENT OF WORK Infrastructure and Support Services

EXHIBIT 10.14

STATEMENT OF WORK — Infrastructure and Support Services

1. Purpose

This Statement of Work dated as of August 1, 2008 is entered into between HMNA NA, Inc. (hereinafter “HMNA”), having offices at 77 Brant Avenue, Suite 320, Clark, NJ 07066, Helios Matheson Global Services Pvt Ltd (HGS), HMNA’s wholly owned Indian subsidiary and IonIdea, Inc. (hereinafter “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, 2008 and shall continue until July 31, 2010 (“End Date”). HMNA and IonIdea may agree to extend this SOW as mutually acceptable.

3. Description Of Services — Deliverable

IonIdea shall provide Infrastructure & support services to HMNA. 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. IonIdea’s Responsibilities

	•		Provide working environment in Bangalore, India, for the HMNA employees / team members.
	•		IonIdea’s team will interact closely with HMNA staff to ensure these services are provided.
	•		IonIdea will provide desktops for each of the HMNA team members. Additional hardware, as listed in Appendix 1 is the current list of includes servers and laptops provided to HMNA by IonIdea (see attached Appendix 1). Further hardware needs, apart from desktops are to be discussed and provided on mutual agreement on fully reimbursable basis.

5. HMNA Responsibilities

	•		Keep IonIdea informed of any changes that will impact usage of IonIdea infrastructure & services.
	•		Keep IonIdea informed in advance of any additional manpower recruited by HMNA.
	•		Any special servers required by specific projects will be the responsibility of HMNA.
	•		HMNA shall be liable to arrange and pay for any dedicated leased line charges etc. at actuals, directly to the respective agencies.
	•		HMNA shall promptly comply with all the laws, rules and regulations of the government and local authorities as may be required.
	•		HMNA shall keep the facility in clean and good condition and maintain the electrical, sanitary, wooden and other fixtures, fitting and installations in the facility occupied by him without causing any damage.
	•		HMNA shall use the premises for Office purposes only.

6. HMNA and IonIdea Responsibilities

	•		All persons on HMNA projects and IonIdea shall respect Confidentiality and Non-Compete Agreements executed by either party with their clients.
	•		All persons on HMNA projects shall not solicit other employees of IonIdea under any circumstances.
	•		HMNA shall not, without prior permission from IonIdea, bring any visitors to the IonIdea facility.

7. Solicitation of Employees

IonIdea and HMNA 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 HMNA 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.

		IONIDEA		HMNA
Relationship Manager		Brindala Ananthram		Baba Gurjeet Bedi
Secondary contact		Savitha Mallappa		Vikram Sankarlingam

10. Fees, Invoicing, And Expenses

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

Service Level		Fee per month per resource				Services Provided
Bronze		$	550			Bronze Level Service: Cubicles, Desktop PC with basic OS and MS office suite, telecom services + Cafeteria

In addition to the above fee of $550 per team member, HMNA will also reimburse IonIdea the transportation expense of $100 for each employee availing the transportation facility, making the total monthly payment equal to $650 for these HMNA employees. This transportation provided will be for one specific shift as specified by HMNA (currently 11 am to 7 pm). All other transportation will be considered as ad-hoc transportation.

This transportation cost is to be reviewed on a half yearly basis to align on actual expenses. The transportation cost may be revised if the actuals exceed by 10%.

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

11. Invoicing Procedure

Invoices addressed to HMNA will be sent electronically to the designated HMNA 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.

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 HMNA 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 IonIdea and HMNA.

Savitha Mallappa, IonIdea Inc.		Salvator M Quadrino, CEO Helios & Matheson North America, Inc.
/s/ [ILLEGIBLE]		/s/ Salvator M Quadrino
		Dated: 9/4/08

SERVERS

SI No		Name		Model		OS
1		ADS		Sky Runner		Microsoft Windows 2003 Server Standard
2		HMNA-Fire01		HP Compaq		Linux Slackware
3		HMNASVN		Assembled		Linux Ubuntu
4		IONTACTISA		Assembled		Microsoft Windows 2003 Server Standard
5		TACTBLSRV1		Super Micro		Microsoft Windows 2003 Server Standard
6		TACTBLSRV3		Super Micro		Microsoft Windows 2003 Server Standard

LAPTOPS

SI No		Name		Serial Number		Model		OS
1		B11TO.TACTBLR		GGFGK1S		Dell Latitude D520		Microsoft Windows XP Professional
2		IESDELLHWK0023		CNU63515T4		Dell Latitude D620		Microsoft Windows XP Professional
3		IONTACT 044		CNU63515T4		HP Compaq nx6310		Microsoft Windows XP Professional
4		Sandeep		CNU631148P		HP Compaq nx6310		Microsoft Windows XP Professional
5		Vikram		44046727PU		Toshiba Tecra A3		Microsoft Windows XP Professional