Exhibit
      10.24


     

    HELLER
      CAPITAL PARTNERS

    700
      East Palisade Avenue

    Englewood
      Cliffs, NJ 07632

    201-816-4235

     

    
      	 	 	
              May
                15, 2006

            


    

     

    Mr.
      Bernard Albanese

    Chairman
      and Chief Executive Officer

    Interactive
      Systems Worldwide Inc.

    2
      Andrews
      Drive, 2nd Floor

    West
      Paterson, New Jersey 07424

    


    Dear
      Mr.
      Albanese:

     

    This
      letter will confirm our understanding concerning providing assistance to
      Interactive Systems Worldwide Inc., a Delaware corporation (the “Company”). We
      have agreed as follows:

     

    1. The
      Company hereby retains Heller Capital Partners (“Heller”) on a non-exclusive
      basis to provide consulting services to the Company.

     

    2. Heller’s
      consulting services shall include matters relating to scheduling strategic
      partner and customer meeting introductions and market and investment guidance.
      In the performance of Heller’s consulting services, Heller shall comply with the
      Company’s management integrity policies and practices as made known to
      you.

     

    3. A
      person
      shall not be deemed a source introduced by Heller hereunder (or a person with
      respect to which Heller shall be entitled to a Fee, as hereafter defined),
      unless and until (a) a written disclosure of the identity of such person shall
      have been provided by Heller and received by the Company during the Term of
      this
      Agreement and prior to the Company having learned of the identity of such person
      from any other source and prior to the Company having known or had discussions
      with such person and (b) after such introduction by Heller, the Company and
      such
      person meet and discuss a possible Transaction; provided, however, that if
      the
      Company knew of a person prior to disclosure by Heller but the Company had
      not
      had any discussions with such person relating to a Transaction, and provided
      that the Company is not obligated to pay a finder’s or similar fee to any other
      person with respect to a potential Transaction with such person, Heller shall
      nonetheless be entitled to a Fee, subject to the terms herein provided. If
      a
      source is introduced to the Company by Heller during the Term, which source
      meets the criteria set forth in the first sentence of this Section 3, Heller
      shall be entitled to a Fee with respect to a Commercial Transaction or an
      M&A Transaction with such source, if, and only if, any such Transaction(s)
      closes during the Term or within the 180-Day Tail.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. In
      the
      event that the Company consummates a Transaction by means of (a) a contractual
      arrangement resulting in the generation and receipt of revenue or proceeds
      by
      the Company from a source first introduced by Heller as described in Section
      3,
      (b) the sale by the Company of any of its capital stock, warrants, or options
      to
      acquire its capital stock, or the sale of any other security convertible into
      its common stock, or notes to a source first introduced by Heller as provided
      in
      Section 3, or (c) a merger or sale of all or substantially all of the Company’s
      assets, with a person, firm, or entity or an affiliate thereof, first introduced
      to the Company by Heller as provided in Section 3, during the Term or within
      the
      180-Day Tail, then the Company shall pay to Heller the “Fee” (as hereinafter
      defined). A transaction of the type referred to in subsections (a) or (b) above
      is referred to as a “Commercial Transaction”; and a transaction of the type
      referred to in subsection (c) above is referred to as an “M&A Transaction.”
Commercial Transaction (s) and M&A Transaction(s) are collectively referred
      to herein as “Transactions.” The Company retains the right to determine all of
      the terms and conditions of any Transaction and to accept or reject any
      proposals submitted to it in its sole and absolute discretion.

     

    5. The
      term
      of this Agreement (“Term”) shall commence on the date hereof and continue until
      May 31,
      2007,
      unless extended by mutual agreement of the parties. Notwithstanding anything
      to
      the contrary contained herein, all payment obligations, if any, that arise
      during the Term or during the 180-Day Tail shall survive the end of the Term
      or
      the 180-Day Tail, subject, however, to the provisions of Section
      7(b).

     

    6. Within
      30
      days after the date hereof, as part of the consideration for Heller entering
      into this Agreement, the Company shall issue to Heller a warrant to purchase
      150,000 shares of the Company’s Common Stock at an exercise price equal to the
      volume weighted average price of the Company’s Common Stock as traded on NASDAQ
      during the five trading days prior to the date hereof.

     

    7. (a) In
      the
      event that any person, firm, entity of affiliate thereof, first introduced
      to
      the Company by Heller as provided in Section 3, enters into a Commercial
      Transaction with the Company during the Term or within 180 days after the end
      of
      the Term (the “180-Day Tail”) as provided in Section 8, the Fee to which the
      Heller shall be entitled shall be calculated as follows:

     

    (i) Five
      percent (5%) of the first one million ($1,000,000) dollars (or part thereof)
      of
      Net Proceeds (as hereinafter defined) received by the Company (and not
      subsequently returned);

     

    
      
        
        

      

      
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    (ii) Four
      percent (4%) of the second one million ($1,000,000) dollars (or part thereof)
      of
      Net Proceeds received by the Company (and not subsequently
      returned);

     

    (iii) Three
      percent (3%) of the next two million ($2,000,000) dollars (or part thereof)
      of
      Net Proceeds received by the Company (and not subsequently returned);
      and

     

    (iv) Two
      percent (2%) of the Net Proceeds in excess of $4,000,000 received by the Company
      (and not subsequently returned).

     

    (b) Notwithstanding
      the foregoing, Heller’s entitlement to the Fee, if any, set forth in this
      Section 7(a) shall expire on December 31, 2008.

     

    (c) As
      used
      herein the term “Net Proceeds” shall mean the gross revenue of the Company in
      any applicable Commercial Transaction less: (i) all amounts paid to bettors
      as
      winnings or returns of wagers; (ii) all gaming and similar taxes or levies
      paid
      by the Company in respect of revenue from wagering; (iii) and all amounts paid
      to customers, partners, joint venturers or similar persons on a revenue sharing
      basis. For example, if a source first introduced to the Company by Heller,
      enters into a revenue sharing arrangement with the Company in which the Company
      generates $1,000,000 but the Company returns 90% thereof to bettors ($900,000),
      and pays 10% of the balance in gaming taxes ($10,000), and pays 30% of the
      balance to the party with which the Company entered into this arrangement (30%
      of $90, 000 = $27,000), Heller would receive its Fee based upon the $63,000
      remaining. In any instance where any portion of the Net Proceeds is required
      to
      be, and is, returned to the source thereof by the Company, Heller shall promptly
      return to the Company, a proportionate amount of the Fee paid to it attributable
      to the portion of the Net Proceeds which is in effect reduced by reason of
      such
      subsequent return.

     

    (d) In
      the
      event that any person, firm, entity or affiliate thereof first introduced to
      the
      Company by Heller as provided in Section 3 enters into an M&A Transaction
      with the Company during the Term or within the 180-Day Tail, the Fee to which
      the Heller shall be entitled shall be 2.5% of the Gross Proceeds of the M&A
      Transaction paid to the Company or its equity security holders, which payment
      shall be in cash or in the same form as such Gross Proceeds are paid to the
      Company or its equity security holders, at the option of the
      Company.

     

    (e) Any
      Fee
      in respect of a Commercial Transaction due to Heller shall be payable to Heller
      if, and only if, the Commercial Transaction closes and Net Proceeds are
      subsequently received by the Company or its equity security holders. Net
      Proceeds shall mean the sum of the cash consideration paid or provided to the
      Company or its equity security holders plus the “Market Price”, as defined in
      Section 7(g) of any securities delivered to the Company or its equity security
      holders as part of the consideration for the Commercial
      Transaction.

     

    
      
        
        

      

      
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    (f) Any
      Fee
      in respect of an M&A Transaction due to Heller shall be payable to Heller
      if, and only if, the M&A Transaction closes during the Term or prior to the
      end of the 180-Day Tail. “Gross Proceeds” in respect of an M&A Transaction
      shall mean the sum of the cash consideration paid or provided to the Company
      or
      its equity security holders plus the Market Price of any securities delivered
      to
      the Company or its equity security holders as part of the consideration for
      the
      M&A Transaction. 

     

    (g) The
      “Market Price” of securities delivered to the Company or any of its equity
      security holders shall be determined as set forth in the applicable Commercial
      Transaction or M&A Transaction but if none is specified then by the last
      sales price of such securities on the date received by the Company or its equity
      security holders (or, if there were no transactions on such date, the mean
      between the closing bid and asked prices on such date); provided that in the
      event securities of a nonpublic company are issued, the value of such securities
      shall be agreed upon in good faith by the parties hereto in order to determine
      the Net Proceeds or Gross Proceeds, as applicable. 

     

    (h) The
      Company shall not be obligated to pay expenses of Heller for such things as
      travel, express mail, long distance phone calls and similar
      expenses.

     

    (i) If
      the
      Net Proceeds or Gross Proceeds are provided to the Company or its equity
      security holders over time, the Fee shall be paid to Heller over time and shall
      be paid to Heller as the consideration is paid to the Company, in proportion
      to
      the Net Proceeds or Gross Proceeds, as applicable, paid to the Company or its
      equity security holders.

     

    8. Subject
      to the terms of Section 5, the Fee shall be paid to Heller within 5 business
      days after the closing of the Commercial Transaction or M&A Transaction. The
      Fee shall be earned and payable if the Commercial Transaction or M&A
      Transaction is consummated during the Term, or within 180 days thereafter to
      a
      person, firm or entity or affiliate thereof first introduced to the Company
      by
      Heller (as provided in Section 3) during the Term. Within ten (10) days after
      the end of the Term, Heller shall provide the Company with a list of the names
      of the persons, firms and entities to whom Heller has introduced the Company
      during the Term. Unless disputed by the Company, the names on such list shall
      be
      the only persons who, if they enter into Transactions with the Company as herein
      provided, will entitle Heller to a Fee if a Commercial Transaction or M&A
      Transaction occurs as herein provided.

     

    9. This
      Agreement may be terminated by the Company or by Heller upon 30 days notice
      to
      the other, provided that if Heller terminates this Agreement it shall return
      to
      the Company for cancellation warrants to purchase 75,000 shares or the benefit
      achieved by Heller if it had previously exercised such warrants. In the event
      of
      any such termination, Heller shall nonetheless be entitled to a Fee with respect
      to a Commercial Transaction or an M&A Transaction, if any, as provided in
      the last sentence of Section 3.

     

    10. The
      parties hereto hereby agree to execute any and all such further documents or
      instruments reasonably required by either party to carry out and effectuate
      the
      terms and conditions of this Agreement. This Agreement may only be assigned
      with
      written approval by both parties. This Agreement shall be binding upon and
      shall
      inure to the benefit of the parties hereto and their respective successors,
      assigns and legal representatives.

     

    
      
        
        

      

      
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    11. No
      amendments, modifications or additions to this Agreement shall be binding unless
      in writing and signed by both parties. In the event any provision in this
      Agreement is held to be invalid, void, or unenforceable, all other provisions
      of
      the Agreement shall, nonetheless, remain in full force and effect and shall
      in
      no way be effected, impaired, or invalidated. The language used in this
      Agreement shall be deemed to be the language chosen by the parties hereto to
      express their mutual intent, and no rule of strict construction will be applied
      against any person.

     

    12. The
      terms
      of this Agreement shall be interpreted in accordance with the internal laws
      of
      the State of New York, without giving effect to any choice of law or conflict
      of
      law provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of New York. The parties hereto: (i) agree that any dispute
      shall be heard in and by state or federal court located within the Southern
      District of New York; (ii) hereby waive any objection to jurisdiction of said
      courts with respect to any action instituted against them as provided herein;
      and (iii) agree not to assert any defense based on lack of jurisdiction. Each
      party hereto also waives personal service of any and all process upon it and
      consents that all such service of process shall be made by certified mail
      directly to said party at the address set forth below the signature of each
      part’s authorized representative.

     

    13. This
      Agreement constitutes the entire agreement between the parties and supercedes
      all prior understandings, and any memoranda of understanding with respect to
      the
      subject matter hereof.

     

    14. Any
      fee
      payable to the Company hereunder shall be reduced by an amount equal to any
      fee
      or other remuneration directly or indirectly paid or payable to the Heller
      by
      the party to the Transaction other than the Company or any affiliates of such
      other party.

     

    15. It
      is
      understood that the Heller is an independent contractor and shall not be
      considered (as the agent of the Company for any purposes whatsoever, and the
      Heller is not granted any right or authority to assume or create any obligation
      or liability, express or implied, on the Company’s behalf, or to bind the
      Company in any manner or thing whatsoever.

     

    
      
        
        

      

      
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    If
      the
      foregoing reflects your understanding of the terms of our agreement, please
      sign
      the duplicate copy of this letter and return it to me.

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              Interactive
                Systems Worldwide Inc.

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

            


    

    
      	 	 	 
	 	 
	 	
              Heller
                Capital Partners

            
	 
 	 
 	 
 
	
            	        
              	/s/
              Ronald I. Heller
	 	
              

              Name:
                

            
	 	
              Title:
                Chief Investment Officer

            


    

     

    
      
        
        

      

      
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