Exhibit
10.17


 


Information Services
Group, Inc.

Four Stamford Plaza

107 Elm Street

Stamford, CT  06902


 


 


Date:  December 21,
2006


 


Mr. Barry Holt

6170 N. Cadena de Montanas


Tucson, AZ 
85718


 


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


 


Dear Mr. Holt:


 


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 approximately forty percent (40%) 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, or (b) the date
upon which this Agreement is terminated by the Company in accordance with this
Paragraph 4.


 


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/ Barry Holt

  	
   

  	
   

  
	
  Barry Holt, Senior Advisor

  	
   

  	
   

  



 


 


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