Exhibit 10.14








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




 


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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	 






 


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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