Project Order #1

    


    Statement
of Work #1.13

    


    Submitted
by

     

    


    


    Extranome,
Inc.

    253 Warren Avenue

    Fort Lee,
NJ 07024

    Phone:
201 969-1651

    Fax: 201
969-1651

    


    November
1, 2009

     

    
      

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        Baeta
Corp – Project Order #1 Statement Of Work

      

      
        
          



      

    

    Table of
Contents

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	1	 	
                                      Statement of Work

                                    	 	 	3	 
	2	 	
                                      Scope of work

                                    	 	 	3	 
	3	 	
                                      Expectations from Vendor

                                    	 	 	3	 
	4	 	
                                      Expectations from Client

                                    	 	 	4	 
	5	 	
                                      Intellectual Property

                                    	 	 	4	 
	6	 	
                                      Change Management

                                    	 	 	5	 
	7	 	
                                      Plan and Schedule

                                    	 	 	5	 
	8	 	
                                      Pricing

                                    	 	 	6	 
	9	 	
                                      Terms and Conditions

                                    	 	 	6	 
	10 	
                                       

                                    	 	
                                      Support Files

                                    	 	 	6	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
 Extranime, Inc
Proprietary – Confidential

      Page 2 of 6

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        Baeta
Corp – Project Order #1 Statement Of Work

      

      
        
          

        

         

      

    

    
      	
              1

            	
              Statement
      of Work

            


    

     

    This
Statement of Work for Project Order #1 (“Project Order #1”) is
made and entered into as of this 1st day of
November 2008 (the “Effective Date”), by and between Extranome Inc. (hereinafter
referred to as "Vendor"), and Baeta Corp, (hereinafter referred to as
“Client”) (collectively, the “Parties”). This Project Order #1 is governed by
the terms and conditions set forth herein and in the Agreement # soft.2/11012008
from November 1, 2008.  In the event of a conflict between the
Agreement # soft.2/11012008 from November 1, 2008 and this Project Order #1, the
terms and conditions of this Project Order #1 shall prevail.

     

    
      	
              2

            	
              Scope
      of work

            


    

     

    
      	
              
              

            	
              1.

            	
              The
      scope of work is defined in the separate Software Requirements
      Specifications (SRS), technical part defined as part of design
      documentation (DD) and all time lines and milestones are defined by LOE
      and Project Plans per agreed scope of
work.

            


    

     

    Planned
activities for November 2009:

     

    MyHealthTrends
for Pain

    Bug
fixing and enhancements implementation on demand.

    Build and
deploy new versions of Web Application to QA and PROD environment.

    Enclose
new versions of SWA and SMA to QA and PROD environment.

    IT
maintenance for PROD and QA environments.

    


    MyHealthTrends
for Smoking Cessation

    Clone the
base product for Smoking Cessation. Build and deploy first release of Web
Application to QA and PROD environment.

    IT
maintenance for PROD and QA environments.

    


    MyHealthTrends
for Weight Control

    Bug
fixing and enhancements implementation on demand.

    Build and
deploy new versions of Web Application to QA and PROD
environment.  Enclose new versions of SWA and SMA to QA and PROD
environment if they will be demanded.

    


    2887  Events
appear to be displayed for different time zone

    2888 Add new title
for Practitioners

    


    Baeta
Marketing Pages Repository

    IT
maintenance for PROD and QA environments.

    


    MyHealthID

    IT
maintenance for PROD and QA environments.

     

    
      
        
 Extranime, Inc
Proprietary – Confidential

      Page 3 of 6

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        Baeta
Corp – Project Order #1 Statement Of Work

      

      
        
          

        

      

    

     

    
      	
              3

            	
              Expectations
      from Vendor

            


    

    


    
      	
              
              

            	
              1.

            	
              All
      Vendor personnel will be provided with a computer having a configuration
      adequate to perform their respective
tasks.

            


    

     

    
      	
            	
              2.

            	
              Vendor
      will furnish weekly status reports. These reports will be based on the
      tasks assigned to and performed by
them.

            


    

     

    
      	
            	
              3.

            	
              Vendor
      will bring to the notice of Client any issue, technical or otherwise that
      may be a potential risk to the task to be performed and will keep Client
      informed of the remediation steps taken to mitigate such
      risks.

            


    

     

    
      	
            	
              4.

            	
              Vendor’s
      team will interact closely with the Client at all stages of the
      Project.

            


    

     

    
      	
            	
              5.

            	
              Vendor
      will recommend changes to the environment, including the use of newer
      releases of the system and framework software, if it can justify that such
      changes will result in a better end
product.

            


    

     

    
      	
            	
              6.

            	
              Vendor
      will ensure that the work they do can be verified and
    audited.

            


    

     

    
      	
            	
              7.

            	
              Vendor
      will provide all required environment for the work and support by IT&S
      team for smooth development as needed unless dedicated resources
      required.

            


    

     

    
      	
              4

            	
              Expectations
      from Client

            


    

     

    
      	
            	
              1.

            	
              Client
      will determine the prioritization of the tasks to be
      performed.

            


    

     

    
      	
            	
              2.

            	
              Client
      will provide all assistance required in the understanding of the scope
      during the entire length of the
Project.

            


    

     

    
      	
            	
              3.

            	
              Client
      will cover, after mutual agreement, all costs for specific software,
      systems, machines, technologies and licenses which are not part of
      standard development tools and technologies and specific to Baeta Corp.
      work.

            


    

     

    
      	
            	
              4.

            	
              Client
      will cover all travel related expenses and travel allowance at actual
      costs if this is required and approved by Baeta Corp.

            


    

     

    
      	
              5

            	
              Intellectual
      Property

            


    

     

    Intellectual
Property of all work undertaken on behalf of Client shall vest with Baeta
Corp.

     

    
      
        
 Extranime, Inc
Proprietary – Confidential

      Page 4 of
6

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        Baeta
Corp – Project Order #1 Statement Of Work

      

      
        
          

        

      

    

     

    
      	
              6

            	
              Change
      Management

            


    

     

    Once a
design document has been approved by Client, all changes in the scope of work
will have to be approved by both parties after due consideration to the impact
that it may have on the schedule and effort. Such changes may result in the
financial considerations for the Project to be revised.

     

    
      	
              7

            	
              Plan
      and Schedule

            


    

     

    The plan
for developing of the application as stated in the section Scope of Work is as
follows:

     

    
      	
            	
              1.

            	
              Extranome,
      Inc. will have assigned software engineers and designers for the projects
      personnel at their own premises.

            


    

     

    
      	
            	
              2.

            	
              All
      work will be performed based on separate Software Requirements
      Specifications and Project Plans.

            


    

     

    
      	
              8

            	
              Pricing

            


    

     

    The
statement of work performs as time and materials (T&M) agreement with
initial team of:

     

    
      	
               
      

            	
              ·

            	
              1
      Project Manager

            


    

     

    
      	
               
      

            	
              ·

            	
              1
      Technical Lead / Senior Software
Developer

            


    

     

    
      	
               
      

            	
              ·

            	
              1
      Graphic Designer

            


    

     

    
      	
               
      

            	
              ·

            	
              2
      Software Engineers

            


    

     

    The cost
of initial team is $30,000 per month. The costs covers costs of labor, base work
environment and license costs. All specific to the project licenses, machines,
parts or equipment are additional to this cost.

     

    Any
additional resources are subject to a separate agreement or $50 per hour with
prior agreement by the Client.

     

    
      	
              9

            	
              Terms
      and Conditions

            


    

     

    The work
is based on 40 hours week, 12 months a year excluding official holidays and
vacations, from 9:00am EST to 5:00pm EST schedule. All vacation and holidays
will be communicated to the Client in advance and if this is required - Vendor
will provide adequate replacement during the member(s) leave of
absence.

     

    
      
 Extranime, Inc
Proprietary – Confidential

    Page 5 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        Baeta
Corp – Project Order #1 Statement Of Work

      

      
        
          

        

      

    

     

    
      
        	
                By:
      /s/ Len Pushkantser

              	 
      	
                By:
      /s/ Alexander Gak MD

              
	 
      	 
      	 
      
	
                Baeta
      Corp.

              	 
      	
                Extranome,
      Inc

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Len
      Pushkantser

                 

                Baeta
      Corp.

                1
      Bridge Plaza Suite 275

                Fort
      Lee, NJ 07024

                Phone:
      201.471.0988

              	 
      	
                Alexander
      Gak

                 

                Extranome,
      Inc.

                253
      Warren Av

                Fort
      Lee, NJ 07024

                Phone:
      201.969.1651

              


      

    

     

    
      
        
 Extranime, Inc
Proprietary – Confidential

      Page 6 of 6