THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: July 11, 2006
Exhibit
10.23
THE
INVESTOR RELATIONS GROUP INC.
Date:
July 11, 2006
Section
1. Services
to be Rendered. The
purpose of this letter is to set forth the terms and conditions on which The
Investor Relations Group, Inc. (“IRG”) agrees to provide Interactive Systems
Worldwide Inc. (the “Company”) investor relations services. These services may
include, but are not limited to: overall management of the corporate
communications program; designing a corporate fact sheet that can readily be
mass produced for distribution to brokers, analysts, and other industry
personnel; securing one-on-one and group appointments with industry
professionals for presentations by, for, and about Company management; targeted
mailings; assistance with compiling promotional materials; writing and editing
news releases and other corporate materials; advice on packaging the Company
story; and, daily update reports.
Section
2. Fees.
During
the term of this Agreement, the Company shall pay to IRG for its services
hereunder including investor relations services a monthly maintenance fee of
$8,000 for a renewable term of 12 months beginning July 11, 2006. In the event
that the Company completes a private placement which generates $1 million in
gross proceeds during the term of this Agreement, the monthly maintenance fee
after receipt of such funds shall increase to $12,000. Additionally, for this
Agreement, the Company agrees to deliver to IRG 50,000 shares of the Company’s
Common Stock within two weeks from the date hereof, issued in the name of The
Investor Relations Group, Inc. IRG represents that it is an “accredited
investor” and agrees to sign and deliver to the Company an Accredited Investor
Questionnaire prior to delivery to IRG of the shares of the Company’s Common
Stock and further agrees that the certificate for such shares of stock shall
contain an appropriate restrictive legend. Fees are payable on or before the
1st
day after the beginning of each month which occurs during the Engagement Period.
Unless other arrangements have been made and agreed upon in writing, lack of
payment for services rendered by the 5th
of the
month will be considered default of this agreement, and IRG shall be entitled
to
cease all services on behalf of the Company until such time as payment in full
of amounts due is made.
Section
3. Expenses.
In
addition to all other fees payable to IRG hereunder, the Company hereby agrees
to reimburse IRG for all reasonable out-of-pocket expenses incurred in
connection with the performance of services hereunder. These out-of-pocket
expenses shall include, but are not limited to: telephone, photocopying,
postage, messenger service, clipping service, maintaining mailing lists,
information retrieval service, wire services, monitoring advisory service,
all
production costs for press releases including paper, envelopes, folding,
insertion and delivery to the post office, all reasonable travel expenses,
and
all reasonable meeting expenses including rental of audio/visual equipment.
No
individual out-of-pocket expenses in excess of $500 will be incurred by IRG
without obtaining the prior written consent of the Company. The Company agrees
to remit upon the signing of this Agreement a check for $10,000 to be placed
on
deposit with IRG and credited to the Company against expenses incurred, on
a
permanent basis, throughout the program. From time to time, the Company will
replenish the expense account as necessary to maintain a balance of $3,500.
The
balance of said deposit is fully refundable should the program terminate. A
running invoice will be maintained of all expenses incurred and will be
submitted to the Company each month.
Section
4. Indemnification.
The
Company and IRG agree to defend, indemnify and hold each other, their
affiliates, stockholders, directors, officers, agents, employees, successors
and
assigns (each an "Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind whatsoever (including, without
limitation, reasonable attorneys' fees) arising solely from the Company's or
IRG's breach of their obligations, warranties and representations under this
Agreement. It is recognized and agreed by IRG and the Company that neither
party
shall have any liability hereunder to any Indemnified Person arising from the
other party’s gross negligence or willful misconduct. It is further agreed that
the foregoing indemnity shall be in addition to any rights that either party
may
have at common law or otherwise, including, but not limited to, any right to
contribution.
Section
5. Term
of Agreement and Guarantee of Satisfaction.
(a) The
engagement of IRG under the provisions of this agreement shall commence on
the
date hereof and continue until May 31, 2007, subject to the right of either
party to terminate this agreement as hereinafter provided (the “Term”). (b) The
Company may terminate IRGs engagement hereunder, with or without cause,
immediately at any time during this Agreement. Any fees earned by IRG for the
period prior to termination of this agreement will be payable immediately.
(c)
IRG may terminate its engagement hereunder, with or without cause, at any time
during the Term of this Agreement. The obligations of the Company under Sections
4 and 6 shall survive termination or breach of this Agreement, with or without
cause, by either party. In the event that IRG terminates this Agreement without
cause, prior to 5 months from the date hereof, IRG shall immediately return
10,000 shares of Common Stock of each month less than 5 months during which
this
Agreement has been in effect. In the event that the parties in their discretion
renew this Agreement for the period commencing June 1, 2007, the Company
contemplates granting and issuing at that time an additional 30,000 shares
of
the Company’s restricted stock.
Section
6. Solicitation
of Employees.
During
the term of this Agreement and for the two years thereafter, the Company shall
not, directly or indirectly: (i) influence or attempt to influence any employee
of IRG to leave its employ; (ii) agree to aid any competitor or customer of
IRG
in any attempt to hire any person who was employed by IRG within the two year
period preceding termination of this Agreement; or (iii) solicit or induce
any
person who was employed by IRG within the two year period preceding the
termination of this Agreement to become employed by the Company. The Company
acknowledges that the restrictions in this section are reasonable and necessary
for the protection of IRG’s business.
Section
7. Severability.
In case
any provision of this letter Agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired thereby.
Section
8. Consent
to Jurisdiction.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New York, and the parties hereby consent to the exclusive jurisdiction
of the State and Federal Courts, located within the City, County and State
of
New York to resolve any disputes arising under this Agreement.
Section
9. Other
Services.
If the
Company desires additional services not included in this Agreement, any such
additional services shall be covered by a separate agreement between the parties
hereto.
Please
evidence your acceptance of the provisions of this letter by signing the copy
of
this letter enclosed herewith and returning it to The Investor Relations Group
Inc., 00 Xxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Ph.D., Chairman &
CEO.
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Very
truly yours,
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| /s/ Xxxx Xxxxxxx | ||
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Xxxx Xxxxxxx |
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Founder
& Chairman
The
Investor Relations Group, Inc.
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ACCEPTED
AND AGREED
AS
OF THE
DATE FIRST ABOVE WRITTEN:
____________________________________________
Interactive
Systems Worldwide Inc.
By:
/s/
Xxxxxxx Xxxxxxxx
Name: Xxxxxxx
Xxxxxxxx
Title: Chief
Executive Officer
