International Monetary Systems Inc Sample Contracts

International Monetary Systems Ltd /Wi/ – Employment Agreement (March 4th, 2011)

This Agreement is made and entered into as of this Ist day of March 2011, by and between Donald F. Mardak (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd., (IMS) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.

International Monetary Systems Ltd /Wi/ – Employment Agreement (March 4th, 2011)

This Agreement is made and entered into as of this 1st day of March 2011, by and between Dale L. Mardak (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd., (CTE) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.

International Monetary Systems Ltd /Wi/ – Employment Agreement (March 4th, 2011)

This Agreement is made and entered into as of this 1st day of March 2011, by and between John E. Strabley (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd., (CTE) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.

International Monetary Systems Ltd /Wi/ – Employment Agreement (March 4th, 2011)

This Agreement is made and entered into as of this 1st day of March 2011 by and between David A. Powell (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd. (CTE) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.

International Monetary Systems Ltd /Wi/ – LEASE (December 10th, 2010)

This LEASE is made and entered into between Stephen Webster, (hereinafter called "Lessor") and International Monetary Systems. LTD (hereinafter called "Lessee" is

International Monetary Systems Ltd /Wi/ – LEASE AGREEMENT BY AND BETWEEN GLENDALE INVESTMENTS, LLC, Lessor AND CONTINENTAL TRADE EXCHANGE, LTD. dba INTERNATIONAL MONETARY SYSTEMS, Lessee FOR 16901 West Glendale Drive New Berlin, Wisconsin 53151 (December 10th, 2010)

THIS INDENTURE, made and entered into at New Berlin, Wisconsin, on the 27th day of September, 2010, by and between Glendale Investments, LLC as Lessor and Continental Trade Exchange, Ltd. dba International Monetary Systems as Lessee.

International Monetary Systems Ltd /Wi/ – RIGHTS CERTIFICATE NO.: NO. OF RIGHTS: (December 10th, 2010)

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS DATED ______________ (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM REGISTRAR AND TRANSFER COMPANY, THE SUBSCRIPTION AGENT.

International Monetary Systems Ltd /Wi/ – AGREEMENT AND PLAN OF MERGER (December 10th, 2010)

This Agreement and Plan of Merger, dated December 30, 2006 (this "Agreement"), is by and among International Monetary Systems, Ltd., a Wisconsin corporation ("Buyer"), IMS Holdings Inc., a New York corporation ("Newco"), Alliance Barter, Inc., a New York corporation ("ABI"), and Stephen E. Webster ("Shareholder").

International Monetary Systems Ltd /Wi/ – SUBJECT TO APPROVAL BY SOURCE APITAL GROUP LEGAL & DUE DILIGENCE COMPLETION (December 10th, 2010)

The purpose of this engagement letter is to set forth the terms pursuant to which Source Capital Group, inc. whose address is 276 Post Road West, Westport, CT 06880 (hereinafter referred to as "Source" or "SCG" or "Dealer Manager') will act as the sole exclusive placement agent and financial advisor for a proposed issuance, or series of issuances, of up to approximately fifteen million dollars (US$15,000,000) worth of registered equity and/or equity-linked Securities ("Proposed Offering") of International Monetary Systems, Ltd., whose address is 16901 West Glendale Drive, New Berlin, Wisconsin 53151 (collectively, with its subsidiaries and affiliates), (hereinafter referred to as the "Issuer or the 'Company"), including but not limited to as dealer-manager in connection with the proposed issuance (the 'Rights Offering") of certain rights (the "Rights") to subscribe for and purchase shares of common stock and/or other Securities of the Company (see Exhibit B in respect to Rights Offerin

International Monetary Systems Ltd /Wi/ – SHARE-EXCHANGE AGREEMENT (December 10th, 2010)

This agreement entered into as of the 27th day of May 2005, but to be effective May 31, 2005, between International Monetary Systems, Ltd. (Buyer), a Wisconsin corporation, and Deborah Lombardi (Seller), a resident of Southington, Connecticut, is for the purchase of all outstanding shares of Barter Business Unlimited, Inc (BBU), a Connecticut corporation.

International Monetary Systems Ltd /Wi/ – Employment Agreement (December 10th, 2010)

This Agreement is made and entered into as of this 10th day of March, 2007 by and between Dale L. Mardak (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd., (CTE) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.

International Monetary Systems Ltd /Wi/ – SHARE PURCHASE AGREEMENT (December 10th, 2010)

This agreement ("Agreement") which for identification purposes only is dated August 29, 2006, is entered into by and among International Monetary Systems, Ltd., a Wisconsin corporation (IMS), Joan K. Varner ("Joan"), Jack E. Schacht ("Jack"), Bonnie R. Varner ("Bonnie"), Hilary L. Varner ("Hilary"), the National Trade Association, Inc. Employee Stock Ownership Trust Agreement ("ESOP") and National Trade Association, Inc., an Illinois corporation ("NTA"). At times Joan, Jack, Bonnie, Hilary and ESOP are referred to herein individually as "Seller" and collectively as "Sellers".

International Monetary Systems Ltd /Wi/ – State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT CORPORATION (December 10th, 2010)
International Monetary Systems Ltd /Wi/ – PRELIMINARY SUBSCRIPTION AGREEMENT (December 10th, 2010)

I hereby subscribe to purchase the number of Units consisting of one share of preferred stock and ten 3-year cash exercise warrants at an exercise price of $30.00 per share (the “ Units ”) of International Monetary Systems, Ltd., a Wisconsin corporation (the “Company”), indicated below.

International Monetary Systems Ltd /Wi/ – PROMISSORY NOTE (December 10th, 2010)

FOR VALUE RECEIVED, the undersigned INTERNATINAL MONETARY SYSTEMS, LTD., a Wisconsin corporation ("Maker"), promises to pay to the order of DEBORAH LOMBARDI (the "Payee") or any subsequent assignee or holder hereof (the Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as the "Holder) the principal sum of the principal sum of Three Hundred Fifty Thousand Dollars ($350,000), together with all costs and expenses, including reasonable attorneys' fees, incurred in collecting or attempting to collect the indebtedness evidenced by this Note or in any litigation or controversy arising from or connected with this Note, whether or not legal proceedings are commenced. All amounts owing under this Note shall be payable in legal tender of the United States of America. The indebtedness evidenced hereby shall not bear interest unless and until there shall have occurred an Event of Default, as hereinafter defined, following which the remaining unpaid balance he

International Monetary Systems Ltd /Wi/ – New Berlin, Wisconsin – August 7, 2009 –International Monetary Systems, Ltd. (OTCBB: ITNM), a worldwide leader in business-to-business barter services announced the revised effective date and new trading symbol to enact a one-for- six reverse stock split of outstanding common stock to be Friday, August 7, 2009. The new trading symbol will change from INLM to ITNM. A previously announced effective date of July 17th was changed because of administrative requirements that delayed the action. In discussing reasons for the reverse stock split, CEO Don Mardak stated: "It has always been the goal of I (August 7th, 2009)
International Monetary Systems Ltd /Wi/ – Asset Purchase Agreement (October 4th, 2007)

This Agreement for the sale and purchase of assets is entered into as of the 28th day of September 2007, to be effective September 30, 2007, between International Monetary Systems, Ltd. (“Buyer” or “IMS”), a Wisconsin corporation, and Kansas Trade Exchange, Inc. (“Seller” or “KTE”), a Kansas corporation.

International Monetary Systems Ltd /Wi/ – Asset Purchase Agreement (October 4th, 2007)

This Agreement for the sale and purchase of assets is entered into as of the 28th day of September 2007, to be effective September 30, 2007, between International Monetary Systems, Ltd. (“Buyer” or “IMS”), a Wisconsin corporation, and Hayes and Brenda Crenshaw (“Seller”), Kansas residents.

International Monetary Systems Ltd /Wi/ – Asset Purchase Agreement (September 6th, 2007)

This Agreement for the sale and purchase of assets is entered into as of the 5th day of September 2007, to be effective September 30, 2007, between International Monetary Systems, Ltd. (“Buyer” or “IMS”), a Wisconsin corporation, and Kansas Trade Exchange, Inc. (“Seller” or “KTE”), a Kansas corporation.

International Monetary Systems Ltd /Wi/ – Press Release (September 5th, 2007)

New Berlin, Wis. – September 6, 2007 -- International Monetary Systems, Ltd. (OTCBB:INLM), a worldwide leader in business-to-business barter services, today announced that two private investors who were holding $300,000 in convertible notes have completed the conversion of their positions to equity. This brings the total of such notes converted to $1 million since March of 2007.

International Monetary Systems Ltd /Wi/ – PRESS RELEASE (March 26th, 2007)

ims032207misc_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE International Monetary Systems Debt Converted to Equity Company also receives additional equity capital from its principal investor New Berlin, Wis. -- March 21, 2007 -- International Monetary Systems, Ltd. (OTCBB:INLM), a worldwide leader in business-to-business barter services, today announced that two private investors who were holding $500,000 in convertible notes have completed the conversions of their respective positions to equity. Also, IMS' principal funding source, Praetorian Offshore, Ltd., has converted $412,500 of warrants, providing the company with additional capital. These funds will be used to improve the firm's infrastructure and to continue expanding its sales force. In discussing these events, Don Mardak, IMS' President and CEO, commented: "We are very pleased that these investors recognize the

International Monetary Systems Ltd /Wi/ – SHARE PURCHASE AGREEMENT (January 16th, 2007)

ims082906ita_ex99-1.txt EXHIBIT 99.1 SHARE PURCHASE AGREEMENT This agreement ("Agreement") which for identification purposes only is dated August 29, 2006, is entered into by and among International Monetary Systems, Ltd., a Wisconsin corporation (IMS), Joan K. Varner ("Joan"), Jack E. Schacht ("Jack"), Bonnie R. Varner ("Bonnie"), Hilary L. Varner ("Hilary"), the National Trade Association, Inc. Employee Stock Ownership Trust Agreement ("ESOP") and National Trade Association, Inc., an Illinois corporation ("NTA"). At times Joan, Jack, Bonnie, Hilary and ESOP are referred to herein individually as "Seller" and collectively as "Sellers". WHEREAS, NTA is an Illinois corporation that does business under the names of National Trade Association and Illinois Trade Association; and WHEREAS, the Sellers own all of the ten thousand (10,000) issued and outstanding shares of NTA as follows:

International Monetary Systems Ltd /Wi/ – AGREEMENT AND PLAN OF MERGER (January 8th, 2007)

ims123006abi_ex99-1.txt AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated December 30, 2006 (this "Agreement"), is by and among International Monetary Systems, Ltd., a Wisconsin corporation ("Buyer"), IMS Holdings Inc., a New York corporation ("Newco"), Alliance Barter, Inc., a New York corporation ("ABI"), and Stephen E. Webster ("Shareholder"). WHEREAS, the Board of Directors of each of Buyer and ABI believe it is in the best interest of each company and their respective shareholders that Newco, a wholly-owned subsidiary of Buyer, and ABI combine into a single company through the statutory merger of ABI with and into Newco (the "Merger") and, in furtherance thereof, have approved the Merger; and WHEREAS, pursuant to the Merger and subject to the terms and conditions of this Agreement, among other things (i) all of the issued and outstanding shares of common stock of ABI ("ABI Common Stock") shall be converted into the right to

International Monetary Systems Ltd /Wi/ – PRESS RELEASE (November 22nd, 2006)

ims112206abi_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE International Monetary Systems to Acquire Alliance Barter, Inc. New Berlin, Wis. - November 22, 2006 -- International Monetary Systems, Ltd. (OTCBB:INLM), a worldwide leader in business-to-business barter services, today announced that it has entered into an agreement to acquire Alliance Barter, Inc. (ABI), one of America's leading trade exchanges. ABI has offices in Rochester, NY and Toronto, Canada, and also serves clients in Buffalo and Syracuse, NY. Commenting on the transaction, Don Mardak, CEO of International Monetary Systems, stated: "This is another wonderful addition to our growing family of trade exchanges. Steve Webster, founder and owner of Alliance Barter, has been a long-time leader in the barter industry. He is a member of the Barter Hall of Fame and is the only person who has been president of both NATE and IRT

International Monetary Systems Ltd /Wi/ – SHARE PURCHASE AGREEMENT (August 30th, 2006)

ims082906ita_ex99-1.txt EXHIBIT 99.1 SHARE PURCHASE AGREEMENT This agreement ("Agreement") which for identification purposes only is dated August 29, 2006, is entered into by and among International Monetary Systems, Ltd., a Wisconsin corporation (IMS), Joan K. Varner ("Joan"), Jack E. Schacht ("Jack"), Bonnie R. Varner ("Bonnie"), Hilary L. Varner ("Hilary"), the National Trade Association, Inc. Employee Stock Ownership Trust Agreement ("ESOP") and National Trade Association, Inc., an Illinois corporation ("NTA"). At times Joan, Jack, Bonnie, Hilary and ESOP are referred to herein individually as "Seller" and collectively as "Sellers". WHEREAS, NTA is an Illinois corporation that does business under the names of National Trade Association and Illinois Trade Association; and WHEREAS, the Sellers own all of the ten thousand (10,000) issued and outstanding shares of NTA as follows:

International Monetary Systems Ltd /Wi/ – ASSET PURCHASE AGREEMENT (September 6th, 2005)

ims083105utnlv_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This agreement for the sale and purchase of assets is entered into as of the 31st day of August 2005 between International Monetary Systems, Ltd. (Buyer or IMS), a Wisconsin corporation, and United Trade Network, Inc. (Seller or UTN), a Nevada corporation. For consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. Sale of Client Barter Accounts. On the effective date, Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all liens, claims, encumbrances and charges, its membership list and all client barter accounts of the members of United Trade Network, as listed on the UTN software printouts as of the effective date. This will in

International Monetary Systems Ltd /Wi/ – SHARE-EXCHANGE AGREEMENT (June 13th, 2005)

ims053105bbu_ex99-1.txt EXHIBIT 99.1 SHARE-EXCHANGE AGREEMENT This agreement entered into as of the 27th day of May 2005, but to be effective May 31, 2005, between International Monetary Systems, Ltd. (Buyer), a Wisconsin corporation, and Deborah Lombardi (Seller), a resident of Southington, Connecticut, is for the purchase of all outstanding shares of Barter Business Unlimited, Inc (BBU), a Connecticut corporation. For consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE 1.1 Purchase Price. Seller agrees to sell to Buyer and Buyer agrees to purchase all of the outstanding and issued shares of stock of BBU in exchange for $500,000.00 cash 2,050,000 shares of the

International Monetary Systems Ltd /Wi/ – ASSET PURCHASE AGREEMENT (May 13th, 2005)

ims043005reno_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This agreement for the sale and purchase of assets is entered into as of the 26th day of April 2005 between International Monetary Systems, Ltd. (Buyer or IMS), a Wisconsin corporation, and United Trade Network, Inc. (Seller or UTN), a Nevada corporation. For consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. Sale of Client Barter Accounts. On the effective date, Seller shall sell, transfer, assign and deliver to Buyer, free and clear of all liens, claims, encumbrances and charges, its membership list and all client barter accounts of the members of UTN Reno, NV office, as listed on the UTN/Reno software printouts as of the effective date. Should any

International Monetary Systems Ltd /Wi/ – ASSET PURCHASE AGREEMENT (May 13th, 2005)

ims043005ebx_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This agreement for the sale and purchase of assets is entered into as of the 30th day of April 2005 between International Monetary Systems, Ltd. (Buyer or IMS), a Wisconsin corporation, and Media Trade Exchange, Inc. d/b/a Eagle Barter Exchange (Seller or EBX), a Tennessee corporation. For consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. Sale of Client Barter Accounts. On the effective date, Seller shall sell, transfer, assign and deliver to Buyer, free and clear of all liens, claims, encumbrances and charges, its membership list and all client barter accounts of the members of EBX as listed on the EBX software printouts as of the effective date. Should a

International Monetary Systems Ltd /Wi/ – ASSET PURCHASE AGREEMENT & BILL OF SALE (August 2nd, 2004)

FILENAME>ims073004_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT & BILL OF SALE Know All Men By These Presents, That Barter Network, Inc., a Virginia corporation (hereinafter referred to as "Seller" or as "BNI") is the owner of a barter trade exchange and of the assets thereof, presently doing business at 7420 Alban Station Boulevard, Suite B226, Springfield, VA; F. Lowell Curtis (hereinafter referred to as "Curtis"), joins in this Agreement to the extent specified herein; and That International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as "IMS" or "Purchaser") is presently doing business as Continental Trade Exchange, Ltd. (hereinafter referred to as "CTE"), a barter network (IMS and CTE collectively hereinafter referred to as "Purchaser" or as "IMS") located at 16901 West Glendale Drive, New Berlin, WI; and That for and in consideration of the mutual covenan

International Monetary Systems Ltd /Wi/ – ASSET PURCHASE AGREEMENT (April 15th, 2004)

FILENAME>ims033104_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This Agreement for the sale and purchase of assets is made and entered into this 29th day of March, 2004 (the closing date), but effective on March 31, 2004, by and between Andrew Boom and Paul Jewell, on behalf of California Barter Exchange (hereinafter referred to as CBX or "Seller") and Donald F. Mardak, on behalf of International Monetary Systems, Ltd. (hereinafter referred to as IMS or "Purchaser"). WITNESSETH: WHEREAS, Seller is the owner of the assets of the barter trade exchange presently known as California Barter Exchange and of the assets thereof, presently doing business at 5446 Pirrone Road, Salida, CA; and WHEREAS, Seller desires to sell and transfer its client barter accounts, its barter exchange accounts receivable, and its furniture, fixtures and inventory to IMS; and WHEREAS, IMS, a holding com

International Monetary Systems Ltd/ – ESCROW AGREEMENT (June 16th, 2000)

1 EXHIBIT 10.2 ESCROW AGREEMENT 2 ESCROW AGREEMENT ESCROW AGREEMENT, made and entered into as of the day of June, 2000, by and among Grafton State Bank, a Wisconsin banking corporation ("Escrow Agent"), International Monetary Systems, Ltd., a Wisconsin corporation ("Company"), and J.E. Liss & Company, Inc., a Wisconsin corporation registered as a broker-dealer under the Securities Exchange Act of 1934, as amended ("Managing Placement Agent"). WITNESSETH: WHEREAS, the Company proposes to offer, offer for sale and sell to the public up to 1,000,000 shares of its common stock, par value $0.0001 per share ("Common Stock"), at an initial offering price of $ per share ("Offering"); WHEREAS, a registration statement on Form SB-2 with respect to the Common Stock, including a form of pr

International Monetary Systems Inc – LEASE AGREEMENT (April 5th, 2000)

1 EXHIBIT 10.1 LEASE AGREEMENT BY AND BETWEEN GLENDALE INVESTMENTS, LLC, LESSOR AND CONTINENTAL TRADE EXCHANGE, LTD., LESSEE FOR 16901 WEST GLENDALE DRIVE NEW BERLIN, WISCONSIN 53151 2 INDEX TO GLENDALE INVESTMENTS, LLC / CONTINENTAL TRADE EXCHANGE LEASE AGREEMENT TITLE PAGE ----- ----

International Monetary Systems Inc – ESCROW AGREEMENT (April 5th, 2000)

1 EXHIBIT 10.2 ESCROW AGREEMENT ESCROW AGREEMENT, made and entered into as of the day of , 2000, by and among Grafton State Bank, a Wisconsin banking corporation ("Escrow Agent"), International Monetary Systems, Ltd., a Wisconsin corporation ("Company"), and J.E. Liss & Company, Inc., a Wisconsin corporation registered as a broker-dealer under the Securities Exchange Act of 1934, as amended ("Managing Placement Agent"). WITNESSETH: WHEREAS, the Company proposes to offer, offer for sale and sell to the public up to 1,000,000 shares of its common stock, par value $0.0001 per share ("Common Stock"), at an initial offering price of $ per share ("Offering"); WHEREAS, a registration statement on Form SB-2 with respect to the Common Stock, including a form of prospectus, has been filed by the Company with the Secu