Exhibit
      10.23

     

    THE
      INVESTOR RELATIONS GROUP INC.

    


    LETTER
      OF AGREEMENT

    


    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., 11 Stone Street, 3th
      Floor,
      New York, NY 10004, Attention: Dian Griesel, Ph.D., Chairman &
CEO.

    
      	 	 	 
	 	 	
              Very
                truly yours,

            
	 
 	 
 	 
 
	
            	
            	/s/
              Dian
              Griesel
	 	
              
Dian
              Griesel
	 	
              Founder
                & Chairman
                

              The
                Investor Relations Group, Inc.

            


    

    


    ACCEPTED
      AND AGREED 

    AS
      OF THE
      DATE FIRST ABOVE WRITTEN:

    ____________________________________________

    Interactive
      Systems Worldwide Inc.

     

     

    By: 
      /s/
      Bernard Albanese

    
      
        

      

    

    Name: Bernard
      Albanese

    Title: Chief
      Executive Officer