Exhibit
      10.26

     

    August
      02, 2006

     

    CONSULTING
      AGREEMENT

     

    AGREEMENT
      dated as of August 02, 2006 by and between INTERACTIVE SYSTEMS WORLDWIDE INC.,
      a
      Delaware corporation with its principal place of business at 2 Andrews Drive,
      West Paterson, New Jersey 07424 (the “Company”) TECHMATICS (“Consultant”) having
      a business address at 100 Old Palisade Rd, Unit PL5, Fort Lee, New Jersey
      07024.

     

    In
      consideration of the mutual covenants contained herein, the parties agree as
      follows:

     

    1. Retention.
      Upon
      the terms and conditions hereinafter set forth, Company hereby retains
      Consultant as an independent consultant on a non-exclusive basis, to perform
      the
      following design, development and consulting services herein described (the
      “Services”) when and if requested by Company. Consultant, as an independent
      contractor, shall at Company’s request:

     

    (a) Consulting
      services in connection with the patent infringement suit with Progressive
      Gaming, Inc. concerning the Company’s intellectual property. Specific activities
      can include meetings with Company on strategy, meetings with Company’s legal
      counsel(s), assistance in selecting alternate counsel on a more cost effective
      basis, appearances for depositions or a witness, preparation in conjunction
      with
      these activities, and other services which may be appropriate with this legal
      proceeding.

     

    (b) A
      design
      study on an extension to Company’s current in-running methodology that turn it
      into an odds compiler, betting line provider, and automated betting imbalance
      layoff service for use by bookmakers who may or may not use Company’s services
      for obtaining betting odds and opening lines.

     

    (c) Design
      studies on extensions of Company’s basic technology into other uses in gaming,
      competitions and other appropriate activities.

     

    (d) Assistance
      identifying potential merger and acquisition candidates for the Company and
      in
      facilitating the accomplishment of such corporate combinations.

     

    (e) Assistance
      in identifying the sources of additional corporate and in effectuating the
      raising such funds.

     

    (f) Such
      other consulting services as might be requested and are appropriate for the
      personnel that are provided by Consultant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Services
      will be provided on a mutually agreeable schedule and with such prior notice
      as
      is reasonable. Services will be generally provided in the New York Metropolitan
      area, although travel out of the designated area is possible, availability
      permitting.

     

    2. Consultant
      agrees to use his best efforts, skills and abilities in the performance of
      the
      Services hereunder and to promote the best interests of Company.

     

    3. Term.
      The
      term of this Agreement shall be a period commencing on July
      1,
      2006 and ending on June 30, 2007 (the “Term”). This Agreement may be terminated
      by the Company at any time with or without cause upon two days prior written
      notice to the Consultant.

     

    4. Consultant’s
      Employee.
      Consultant agrees to cause Barry Mindes, an employee of Consultant, to perform
      all of Services on behalf of Consultant.

     

    5. Fee.

     

    (a) For
      all
      Services hereunder, Consultant shall be paid as follows: (i) an upfront
      non-refundable fee of $29,000 (“Retainer”) payable within 10 business days after
      the date hereof. Consultant shall be paid at the hourly rate of $360 per hour
      for Services performed by Barry Mindes, which hourly rate shall be set of
      against the Retainer until the aggregate amount of the Retainer has been offset
      at such hourly rate. Consultant shall not perform any Services for Company
      after
      the Retainer has been fully offset without the prior written consent of
      Company.

     

    (b) The
      Company shall provide to Consultant the Company’s existing Toshiba portable
      computer and the Canon i9900 printer previously used by Barry Mindes for use
      in
      performing the Services. Consultant at its option may purchase the portable
      computer and Canon i9900 printer in AS-IS condition at the end of the one-year
      term of this Agreement for $300, failing which Consultant shall promptly return
      same to the Company.

     

    (c) Company
      shall also pay any actual out-of-pocket expenses paid or incurred by Consultant
      in connection with the performance by Consultant of the Services, including
      but
      not limited to travel and entertainment expenses (but excluding any expenses
      relating to travel by automobile other than for parking) provided that the
      incurrence of such expenses are approved in advance by Company.

     

    (d) Consultant
      shall submit monthly invoices to the Company specifying the number of hours
      worked and out of pocket expenses incurred together with appropriate
      substantiation for the hours worked and expenses incurred. Each such invoice
      shall be paid to the extent it relates to expenses, or used as an offset against
      the Retainer to the extent that it relates to hours worked, as provided above,
      unless such invoice disputed within 30 days after receipt.

     

    
      
        
        

      

      
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    (e) Consultant
      shall pay all Federal, state and local income, social security, medicare, and
      any other taxes payable with respect to all compensation or fees paid to
      Consultant hereunder.

     

    (f) Upon
      expiration or termination of this Agreement, the Consultant shall not be
      entitled to any further payment of the Retainer or any other compensation for
      the Services.

     

    6. Releases.

     

    (a) In
      consideration of the execution of this Agreement and the payments described
      above, Consultant and Barry Mindes, on their own behalf and on behalf of its,
      his or their successors, heirs, executors, administrators and assigns, and
      each
      of them, hereby release the Company (including each of its subsidiaries and
      affiliates, as well as its and their managers, directors, officers, agents,
      attorneys, employees, members, stockholders, representatives, assigns, and
      successors, past and present and each of them (collectively, the “Company
      Releasees”), from and with respect to any and all complaints, claims, rights,
      contracts, agreements and actions, known or unknown, which Consultant or Barry
      Mindes ever had, now have or may have against the Company and/or any of the
      Company Releasees, including but not limited to any claim for vacation pay
      while
      Barry Mindes was employed by the Company, and Consultant and Barry Mindes
      further release and waive any other claim or cause of action recognized in
      law
      or equity which it, he or they had or now have against the Company or any
      Company Releasees arising out of conduct, acts or omissions of the Company
      or
      any Company Releasees occurring prior to the execution date of this Agreement
      (collectively the “Released Claims”), except for claims for enforcement of their
      rights under this Agreement and for any rights, obligations or claims Barry
      Mindes has against the Company for enforcement of the terms of the Employment
      Agreement between the Company and Barry Mindes dated December 30, 2003 (the
      “Employment Agreement”) and the Proprietary Information, Invention and
      Non-Solicitation Agreement dated May 22, 1995 (the “Proprietary Information
      Agreement”).

     

    (b) In
      consideration of the execution of this Agreement, the Company on its own behalf
      and on behalf of each of the Company Releasees, hereby releases Consultant
      and
      Barry Mindes and their heirs, executors, administrators, successors and assigns
      (“Employee Releasees”) from and with respect to any and all complaints, claims,
      rights, contracts, agreements and actions, known or unknown, which the Company
      ever had, now has or may have against the Employee Releasees, and further
      releases and waives any other claim or cause of action recognized in law or
      equity which the Company had or now has against the Employee Releasees, arising
      out of conduct, acts or omissions of Barry Mindes or any Employee Releasee
      occurring prior to the execution date of this Agreement except for claims for
      enforcement of the Company’s rights under this Agreement and for any rights,
      obligations or claims the Company has against the Employee for enforcement
      of
      the terms of the Employment Agreement and the Proprietary Information
      Agreement.

     

    
      
        
        

      

      
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    7. Confidentiality;
      Non-Disparagement; Non-Solicitation.

     

    (a) Consultant
      and Mindes agree (i) that the information contained in this Agreement is
      confidential and, except as required by law, neither Consultant nor Mindes
      will
      disclose the terms hereof to anyone, except that Consultant and Mindes may
      disclose the terms of this Agreement to their spouse, attorney or accountant,
      and as necessary to enforce their rights under this Agreement, the Employment
      Agreement and Proprietary Information Agreement, and (ii) that Consultant
      and Mindes will not do or say anything that could reasonably be expected to
      impact negatively on the name or reputation in the market place of the Company
      or any of the Company Releasees, nor will Consultant and Mindes make any
      disparaging comments or statements to anyone about the Company or any Company
      Releasee; provided that nothing herein shall preclude Consultant or Mindes
      from
      responding truthfully to legal process or testifying truthfully in any legal
      or
      regulatory proceeding provided you promptly inform the Company of any such
      obligation prior to participating in any such proceedings. Consultant and Barry
      Mindes shall return to the Company immediately all property of the Company,
      including without limitation, all Company files, client lists, studies,
      memoranda, correspondence, and other documents prepared, received or used by
      you
      in connection with your employment by the Company and all copies thereof,
      whether in written or electronic form.

     

    (b) The
      Company agrees (i) that the information contained in this Agreement is
      confidential and, except as required by law, the Company will not disclose
      the
      terms hereof to anyone, except that it may disclose the terms of this Agreement
      to its directors, attorneys, accountants, and any employees with a need to
      know
      of the terms hereof, and as necessary to enforce its rights under this
      Agreement, the Employment Agreement and Proprietary Information Agreement,
      and
      (ii) that the Company will not do or say anything that could reasonably be
      expected to impact negatively on the reputation in the market place of
      Consultant or Barry Mindes, nor will the Company make any disparaging comments
      or statements to anyone about Consultant or Barry Mindes; provided that nothing
      herein shall preclude the Company from responding truthfully to legal process
      or
      testifying truthfully in any legal or regulatory proceeding provided the Company
      promptly inform you of any such obligation prior to participating in any such
      proceedings.

     

    8. Unenforceable
      Provisions.
      If, at
      any time after the date of this Agreement, any provision of this Agreement
      shall
      be held by any court of competent jurisdiction to be illegal, void, or
      unenforceable, such provision shall be of no force and effect. The illegality
      or
      unenforceability of such provision, however, shall have no effect upon, and
      shall not impair the enforceability of, any other provision of this
      Agreement.

     

    9. Choice
      of Law.
      This
      Agreement shall be governed by the internal laws of the State of New Jersey
      without regard to any principles of conflicts of laws.

     

    
      
        
        

      

      
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    10. Entire
      Agreement.
      This
      Agreement represents the entire agreement of the parties with respect to the
      subject matter hereof and supercedes all prior and/or contemporaneous
      agreements, understandings and discussions, written or oral, between the parties
      with respect to the subject matter hereof, except as specifically provided
      herein. This Agreement may be amended or modified only by a written amendment
      signed by the parties hereto.

     

    11. No
      Admission.
      Nothing
      contained in this Agreement shall be deemed to be an admission by Consultant
      or
      Mindes or the Company of any wrongdoing or liability to the other.

     

    12. Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be deemed an
      original and all of which shall constitute one and the same
      instrument.

     

    To
      accept
      this Agreement, please sign the enclosed copy of this letter and return it
      to
      us. This Agreement may be executed in counterparts.

     

    
      	 	 	 
	 	
              Sincerely
                yours,

               

              
                Interactive
                  Systems Worldwide Inc. 

              

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Bernard Albanese
	 	
              
Name: Bernard
              Albanese
	 	Title: Chief
              Executive Officer


    

     

    Agreed
      to
      and Accepted:

     

    Techmatics
      Inc.

     

    By: /s/
      Barry
      Mindes 

    
      

    

    Name:
      Barry Mindes

    Title:
      Chairman

     

    _____________________________________


    Barry
      Mindes 

     

    
      
        
        

      

      
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