August 3, 2005
Interactive Systems Worldwide Inc.
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Re: Voting Agreement
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Ladies and Gentlemen:
Reference us made to that certain Securities Purchase Agreement, dated
as of the date hereof (the "Purchase Agreement"), by and among Interactive
Systems Worldwide Inc., a Delaware corporation (the "Company"), and the
purchasers identified on the signature pages thereto (the "Purchasers"). All
capitalized terms used in this letter agreement have the meanings defined for
them in the Purchase Agreement, unless otherwise defined herein.
Each of the undersigned, being an officer, director and/or shareholder
of the Company, does hereby agree to vote, at the annual meeting of shareholders
of the Company (which such annual meeting is to be held on or before March 31,
2006)(the "Meeting"), all of the shares of common stock, par value $.001, of the
Company owned by such officer, director and/or shareholder as of the record of
the Meeting, in favor of any approval as may be required by the applicable rules
and regulations of NASDAQ Small-Cap with respect to the transactions
contemplated by the Transaction Documents, including, without limitation, the
approval of the issuance of all of the Underlying Shares in excess of 19.9% of
the Company's issued and outstanding Common Stock on the Closing Date.
This letter agreement shall be governed by and interpreted according to
the laws of the state of New York, without giving effect to principles of
conflicts of law thereof.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP,
by ▇▇▇▇▇▇ Family G.P. Corp., its general partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, President
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THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, trustee
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, trustee
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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