Exhibit
10.18


 


Information Services Group, Inc.

Four Stamford Plaza

107 Elm Street

Stamford, CT  06902


 




Date:  December 21, 2006


 


Mr. Francis B. Barker

5700 South Elm Street


Greenwood Village, CO 80121


 


Re:          Senior
Advisory Services for Information Services Group, Inc.


 


Dear Mr. Barker:


 


We are pleased that you have decided to serve as a
Senior Advisor to our company, Information Services Group, Inc., a Delaware
corporation (the “Company”).  This
letter will describe our understanding of the terms pursuant to which you will
serve.


 


If all is acceptable to you, please execute the
acknowledgement below and return this agreement (this “Agreement”) to us
in the enclosed self addressed stamped envelope.


 


1.             Services
to be Provided.  During the term of
this Agreement, you will serve as a Senior Advisor to the Company.  You shall have such duties, responsibilities
and functions as may be assigned to you from time to time by the Chief
Executive Officer of the Company (the “CEO”).  In furtherance of the foregoing, it is
expected that you will report to the CEO on a regular basis and perform such
tasks as the CEO may direct you to perform. 
Such tasks are expected to include the identification and analysis of
potential acquisition opportunities for the Company and the performance of
certain other administrative, executive and managerial services for or on
behalf of the Company.  It is expected
and you agree that you will devote substantially all of your time during normal
business hours to the performance of your duties as a Senior Advisor to the
Company.


 


2.             Expense
Reimbursement.  In connection with
your performance of duties as a Senior Advisor to the Company, the Company
shall be obligated to reimburse you for those reasonable and properly
documented out-of-pocket expenses which you incur in connection with the
performance of your duties as a Senior Advisor to the Company, including,
without limitation, the identification of potential target businesses and
performing due diligence activities in respect of suitable business
combinations; provided, that any such expenses which you incur that are,
individually or in the aggregate, in excess of $1000.00, shall only be
reimbursable to the extent such expenses are approved by the Chief Executive
Officer of the Company prior to incurring such expenses.


 

















 


3.             Transfer
of Company Common Stock from Oenoke Partners, LLC.  In connection with your serving as a Senior
Advisor it is contemplated that you will receive shares of common stock, par
value $0.001, of the Company (such shares of common stock, the “Company
Common Stock”), pursuant to the terms of a Share Transfer Agreement (the “Share
Transfer Agreement”), to be entered into by and among Oenoke Partners, LLC,
a Delaware limited liability company, the Company and yourself.


 


4.             Term.  You will serve as Senior Advisor upon the
signing of this Agreement and will continue to serve as Senior Advisor until
the earlier of (a) the earlier of (i) the date upon which the Company
effectuates a business combination as described in the registration statement
on Form S-1 filed with the Securities Exchange Commission (the “Registration
Statement”) or (ii) in the event the Company does not effectuate a business
combination, the expiration of eighteen (18) months from the date of the
consummation of the offering described in the Registration Statement or
twenty-four (24) months from such date in the event the extension criteria
described in the Registration Statement are satisfied. Notwithstanding the
foregoing, either the Company or Senior Advisor may terminate this Agreement at
any time by furnishing written notice of such party's intent to terminate to
the other party.


 


5.             Confidentiality;
Securities Law Compliance.


 


a)             You
hereby acknowledge and agree that in the course of performing your obligations
under this Agreement, you may become aware of information relating to the
business or activities of the Company which are proprietary and/or confidential
(all of such proprietary and/or confidential information is hereinafter
referred to as “Confidential Information”).  You hereby agree to maintain the confidential
status of such Confidential Information, not to use any such Confidential
Information for any purpose other than the purpose for which it was originally
disclosed to you in connection with the performance of your duties under this
Agreement, and not to disclose any such Confidential Information to any third
party, unless such information (i) is or has become available to the public
from a source other than the Company or any employee, officer, director or
agent of the Company or (ii) is required to be disclosed by law.  To the extent you may be required by law to
disclose Confidential Information to governmental agencies or authorities for a
particular purpose, you shall limit disclosure to that purpose, and you shall
immediately provide the Company with prior written notice of any such
disclosure, which notice shall specify the substance of the disclosure.  In addition, you agree to take all reasonable
steps to prevent any further disclosures of such Confidential Information.


 


b)            You understand that the Company has
filed a registration statement under the Securities Act of 1933 with the
Securities and Exchange Commission.  You
agree not to make any disclosures about the Company’s registration process or
the Registration Statement except with the prior approval of the CEO.  In addition, following the effectiveness of
the Registration Statement, you agree to comply with the Company’s policies and
procedures regarding trading in its securities and other securities law
matters.


 


6.             Non-Competition.  During the term of this Agreement, you
acknowledge and agree that you will not, directly or indirectly, engage or
invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be employed by,
serve as a director or officer of, or render any services or advice to, any
business that is involved in the information services industry.  Notwithstanding the foregoing, you may


 


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purchase or otherwise acquire up to five percent (5%)
of any class of securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934.


 


7.             Independent
Contractor.  This Agreement is
intended to create an independent contractor relationship between the parties
for purposes of federal, state and local law, including the Internal Revenue
Code of 1986, as amended.


 


8.             Survival.  The provisions in Paragraphs 5, 7, 8 and 9
shall survive any termination of this Agreement.  Upon such termination, you shall be obligated
to return any Confidential Information which you may have received, as well as
any copy or other reproduction, including, without limitation, electronic data
reproductions or representations.


 


9.             Specific
Performance.  You acknowledge and
agree that any breach of your obligations under Paragraphs 5 or 6 of this
Agreement could cause irreparable damage to the Company and that in the event
that you are in breach of any of the provisions of such Paragraphs, the Company
shall have, in addition to any and all remedies it may have at law, the right
to an injunction, specific performance or other equitable relief to prevent the
violation of your obligations under such Paragraphs, without the necessity of
posting a bond, plus the recovery of any and all expenses incurred by the
Company, including attorneys’ fees, in connection with the enforcement of its
rights under this Agreement.


 


10.           Assignment.  Neither party may assign or transfer any
rights or obligations under this Agreement, without the prior written approval
of the other party; provided, however, that the Company shall have the right to
assign its rights under this Agreement to an entity controlling, controlled by,
or under common control with the Company, or to a successor entity which has
acquired all or substantially all of the assets of the Company by acquisition,
stock, merger, or otherwise.


 


11.           Amendment.  This Agreement may be amended or modified
only by an instrument in writing signed by both parties.


 


12.           Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be
held invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby and each and every other term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.


 


13.           Governing
Law; Venue.  This Agreement shall be
governed by, construed and enforced in accordance with the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof.  Each of the parties hereby agrees to submit
to the jurisdiction and venue of any Federal or State court located in the
Borough of Manhattan in New York City with respect to any actions, claims or
proceeding arising under this Agreement. 
Each party hereby irrevocably waives any defense or objection to such
submission to jurisdiction.


 


14.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, and all of such
counterparts shall constitute one and the same instrument.


 


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  INFORMATION
  SERVICES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Michael Connors

  	
   

  
	
   

  	
   

  	
  Name:
  Michael Connors

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Francis B. Barker

  	
   

  	
   

  
	
  Francis
  B. Barker, Senior Advisor

  	
   

  
						



 


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