EXHIBIT B
NEW WORLD AGREEMENT
(ISIS LOGO) XXXXXXX XXXX
Managing Member
ISIS CAPITAL MANAGEMENT, LLC
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
October 14, 2003
Xx. Xxxxxx Xxxxxxxx
New World Acquisition, LLC
00 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Re: Agreement
Dear Xx. Xxxxxxxx:
The purpose of this letter (this "Agreement") is to set forth the terms of the
agreement between New World Acquisition, LLC (hereinafter referred to as "you")
and ISIS Capital Management, LLC ("ISIS") regarding the services to be rendered
to you and the compensation therefor.
In consideration for services rendered or to be rendered regarding Via Xxx.Xxxxx
Inc ("Via Net"), including research and subsequent advice with respect to Via
Net stock, ISIS will be entitled to receive as a fee for such services an amount
equal to 25% of the aggregate net profits earned, if any (net of applicable
direct expenses such as broker's commissions), from the purchase and sale by you
of Via Net shares.
You will use our existing brokerage relationship with the goal of acquiring,
with ISIS advice as to timing and price, $500,000 or more of Via Net shares. You
agree that all purchase and sales of Via Net shares will be made in one account,
and that you shall retain control over such account and all purchase and sale
decisions as they relate to such shares held in such account.
Notwithstanding the foregoing, you shall seek ISIS advice regarding the timing
and amount of shares to purchase and to sell, you will coordinate purchases and
sales with ISIS, and you agree that you will not (and you will ensure that your
affiliates (and any person acting on behalf of or in concert with you or any
affiliate) will not), purchase, sell or otherwise acquire or dispose of (or
enter into any agreement or make any proposal to purchase, sell or otherwise
acquire or dispose of) any securities (or any options, warrants, convertible
securities, or other rights) of Via Net, except with the prior consent of ISIS.
Further, you will abide by the Non-Disclosure Agreement between the parties,
which remains in full force and effect, and applicable law and regulation.
You agree that ISIS, and its members, officers, employees and affiliates, shall
not be liable for any loss arising out of any act or omission unless arising out
of their gross negligence, malfeasance or bad faith, provided that the foregoing
shall not limit the responsibilities imposed by applicable law or regulation.
Please indicate your agreement by signing below and returning a signed copy to
my attention by fax at (000) 000-0000.
ISIS Capital Management, LLC
By: ________________________
Name: Xxxxxxx Xxxx
Title: Managing Member
ACCEPTED AND AGREED TO
This 14th day of October, 2003.
New World Acquisition, LLC
By: ____________________________
Name: Xxxxxx Xxxxxxxx, Duly Authorized