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                                                                    Exhibit 10.3


                                  BRANDON ROSS
                           315 E. 86th Street, Apt 8DE
                               New York, NY 10028
                               917-597-9110 (Cell)

                                                                 July 26, 2005
Mr. Barry Mindes
Chairman and Chief Executive Officer
Interactive Systems Worldwide Inc.
2 Andrews Drive, 2nd Floor
West Paterson, New Jersey 07424

Dear Mr. Mindes:

                  This letter will confirm my understanding concerning providing
assistance to Interactive Systems Worldwide Inc. ("ISWI"), a Delaware
corporation in attempting to obtain private equity financing for ISWI and/or any
of its subsidiaries or affiliates (collectively the "Company"). We have agreed
as follows:

                  1. The Company hereby retains Brandon Ross ("Finder") on a
non-exclusive basis to introduce the Company to sources which might provide
private equity financing for the Company as herein described.

                  2. The Finder agrees to use his best efforts to introduce the
Company to possible sources of private equity financing for the Company.

                  3. A source of financing shall be deemed a party introduced by
the Finder hereunder upon written disclosure of the identity of such prospective
source having been provided by the Finder and received by the Company during the
Term of this Agreement and prior to the Company having learned of the identity
of such prospective source from any other source and having had discussions with
such potential source; provided, however, that if the Company knew of a
prospective source prior to disclosure by the Finder but the Company had not had
any discussions with such source relating to a Transaction (as defined in
Section 4) 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 source, the Finder shall nonetheless be entitled to a Fee, subject to the
terms herein provided.

                  4. In the event that the Company consummates a transaction by
which the Company obtains private equity financing through the sale of any of
its capital stock, warrants, or options to acquire its capital stock, or the
sale of any other security by the Company convertible into its common stock, or
notes, (collectively, the "Transaction"), with a person, firm, or entity or an
affiliate thereof, introduced to the Company by the Finder as provided in
Section 3 during the Term , then the Company shall pay to the Finder the "Fee"
(as hereinafter defined). 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.

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                  5. The term of the Agreement ("Term") shall commence on the
date hereof and continue until September 30, 2005, unless extended by mutual
agreement of the parties.

                  6. (a) In the event that any source of financing introduced to
the Company (as provided in Section 3) by the Finder enters into a Transaction
with the Company which Transaction closes during the Term, the Fee to which the
Finder shall be entitled shall be calculated as follows:

                  (i) Three percent (3%), payable to the Finder in cash, of the
Gross Proceeds ("Gross Proceeds") invested in the Company in the Transaction (by
such sources introduced by the Finder); and

                  (ii) Warrants to purchase a number of shares of Common Stock
of the Company ("Common Stock") equal to six (6%) of the quotient obtained by
dividing the Gross Proceeds by the Market Price (as hereinafter defined).

                  In any instance where any cash or securities are required to
be returned to the source of the financing introduced by the Finder within 90
days of the closing of the Transaction, the Finder shall promptly return to the
Company, a proportionate amount of the Fee paid to him attributable to the
portion of the financing which is in effect reduced by reason of such subsequent
return of cash or securities.

                  (b) Any Fee due to the Finder shall be payable to the Finder
if, and only if, the Transaction closes. "Gross Proceeds" shall mean the cash
consideration paid or provided to the Company. If the Gross Proceeds are
provided to the Company over time, the Fee shall be paid to the Finder over time
and shall be paid to the Finder as the consideration is paid to the Company, in
proportion to the Gross Proceeds paid to the Company. Except as provided in
Section 6(d), the Company shall not be obligated to pay any expenses of the
Finder for such things as travel, express mail, long distance phone calls and
similar expenses.

                  (c) The Warrants to be issued to the Finder as provided in
Section 6 (a) (ii) and (iv) shall be exercisable at a price equal to 120% of the
Market Price (as herein defined). "Market Price" shall mean the five day volume
weighted average ("VWAP") prior to the closing of the Transaction, as
applicable. The Warrants shall have a term of five years from issuance at the
Closing, be exercisable on a cashless basis, and have registration and
anti-dilution rights similar to those included in warrants issued to investors
providing the private equity financing in the Transaction, all as set forth in a
Warrant Agreement to be delivered to the Finder at the closing of the
Transaction.

                  (d) In addition to the fee payable to the Finder, the Company
shall reimburse Finder for any travel and entertainment, out-of-pocket expenses
paid by the Finder in connection with performing the services provided for in
this Agreement provided that the Company approves such expenses prior to them
being incurred by the Finder.

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                  7. Subject to the terms of Sections 4, 5 and 6, the Fee shall
be paid to the Finder within 5 business days after the closing of the
Transaction. Within ten (10) days after the end of the Term, the Finder shall
provide the Company with a list of the names of the persons, firms and entities
to whom the Finder has introduced the Company during the Term.

                  8. It is expressly understood and acknowledged that Finder's
relationship with the Company does not constitute any commitment, expressed or
implied, on the part of Finder or any of its affiliates to purchase or place the
Company's securities or to provide any type of financing an that this engagement
will be conducted by Finder on a "best efforts" basis. Furthermore, it is also
expressly understood and acknowledged that the Finder will only introduce the
Company to Investors and that the Finder will not structure, negotiate or sell
securities to the Investors.

                  9. 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
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, assigns and legal representatives.

                  10. The Company agrees to indemnify Finder ("Indemnified
Party") against any liability, claim or damage, asserted by third parties
arising out of or in connection with acts, errors, or omissions of the Company
under this Agreement and for Finder's performance of its duties under this
engagement except those arising from Finder's willful misconduct or gross
negligence. The Company agrees to pay or reimburse Indemnified Party for all
reasonable, documented expenses (including reasonable counsel fees and expenses)
as they are incurred in connection with the defense of any pending or threatened
claim or any action or proceeding arising therefrom in which such Indemnified
Party is or is threatened to be made a party. To the extent this indemnity is
unenforceable or unavailable for any reason, the Company and Finder will
contribute to any liability, claims or damage asserted by third parties and
related expenses, described above in this paragraph, (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and its
shareholders, on the one hand, and Finder, on the other, or (ii) if that
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not just those relative benefits, but also the relative
fault of the Company and Finder (giving due regard to, among other things, the
information supplied by each and their relative intent, knowledge, access to
information and opportunity to correct or prevent misstatements or omissions).
In any event, to the extent permitted by law, the Indemnified Parties' share of
any losses or damages shall not exceed the amount of the cash fee actually paid
to Finder by the Company. The Finder shall provide prompt written notice of the
receipt of any claim to the Company, permits the Company to defend such claim
with counsel of its choice and the Finder shall not settle any claim for which
it seeks indemnity from the Company without the prior written consent of the
Company.

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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 Finder by the party to the Transaction other than the Company
or any affiliates of such other party.

                  15. It is understood that the Finder is an independent
contractor and shall not be considered (as the agent of the Company for any
purposes whatsoever, and the Finder 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.

                  16. This Agreement may not be assigned by either party without
the consent of the other; provided that the Finder may assign to George Tabuas
up to 20% of the Fee, if any, to which the Finder may become entitled.



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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/ Barry Mindes
                                     Name: Barry Mindes
                                     Title: Chairman and Chief Executive
                                            Officer


                                 /s/ Brandon Ross
                                 Brandon Ross