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


		>	Provide working environment in Bangalore, India, for the HMNY employees / team members.



		>	Ion Idea’s team will interact closely with HMNY
staff to ensure these services are provided.



		>	IonIdea will provide desktops for each of the HMNY team members. Additional hardware, as listed in Appendix 1 is the current
list of includes servers and laptops provided to HMNY by IonIdea (see attached Appendix1). Further hardware needs, apart from desktops
are to be discussed and provided on mutual agreement on fully reimbursable basis.



 


5. HMNY 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 HMNY.



		>	Any special servers required by specific projects will be the responsibility of HMNY



		>	HMNY shall be liable to arrange and pay for any dedicated leased line charges etc. at actuals,
directly to the respective agencies



		>	HMNY shall promptly comply with all the
laws, rules and regulations of the government and local authorities as may be required.



		>	HMNY 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.



		>	HMNY shall use the premises for Office purposes only



 






    	 



    	 



    
 


 


6. HMNY and IonIdea Responsibilities


		>	All persons on HMNY projects and IonIdea shall respect Confidentiality and Non-Compete Agreements executed by either party
with their clients.



		>	All persons on HMNY projects shall not solicit other employees of IonIdea under any circumstances.



		>	HMNY shall not, without prior permission from IonIdea, bring any visitors to the IonIdea facility.



 


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.


 


	 	IONIDEA	HMNY
	Relationship Manager	Brindala Ananthram	Suparna N R
	Secondary contact	Sudha Sathish	Umesh Ahuja


 


 


10. Fees, Invoicing, And Expenses


HMNY shall pay a flat rate
fee per person for all team members who are on HMNY’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, server/network and desktop support, telecom services + Cafeteria


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.


 


	
        Sudha Sathish

        IonIdea Inc

         

         
	
        Umesh


HMNY



 


 


  


Asset List


 


	LAPTOP DETAILS OF TACT
	SL. No.	Name	Type	Location
	1	I2LT106	Laptop	AP02C001
	2	I3LT009	Laptop	AP02C027
	3	I3LT011	Laptop	AP02C016
	4	I3LT012	Laptop	AP02C019
	 	 	 	 
	DESKTOP DETAILS OF TACT
	SL. NO	Name	Type	Location
	1	I1DT054	Desktop	AP02C011
	2	I1DT052	Desktop	AP02C006
	 	 	 	 
	SERVER DETAILS OF TACT
	SL. NO	Name	Type	Location
	1	Firewall	Server	2nd Floor Server Room
	2	Firewall	Server	2nd Floor Server Room