Integrated Freight Systems, Inc. Sample Contracts

AMENDMENT TO
Stock Exchange Agreement • July 27th, 2009 • Integrated Freight Systems, Inc.

THIS AMENDMENT TO STOCK EXCHANGE AGREEMENT dated as of September 2, 2008, ("Exchange Agreement") made and entered into as of September 17, 2008, by and among Integrated Freight Systems, Inc., a Florida corporation, (“IFSI”), Mark Morris (“Mr. Morris”) the sole stockholder of Morris Transportation, Inc., an Arkansas corporation, (“MTI”), and MTI.

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • July 27th, 2009 • Integrated Freight Systems, Inc. • Nebraska

THIS STOCK EXCHANGE AGREEMENT, made and entered into as of [August 19], 2008, by and among Integrated Freight Systems, Inc., a Florida corporation, (“IFSI”), Monte W. Smith and Mary Catherine Smith (“Mr. & Mrs. Smith”) the sole stockholders of Smith Systems Transportation, Inc., a Nebraska corporation, (“SSTI”), and SSTI for the purpose of its representations, warranties and deliverables set forth herein.

May __, 2009
Integrated Freight Systems, Inc. • July 27th, 2009
STOCK EXCHANGEAGREEMENT
Stock Exchangeagreement • July 27th, 2009 • Integrated Freight Systems, Inc. • Arkansas

THIS STOCK EXCHANGEAGREEMENT, made and entered into as of August 25, 2008, by and among Integrated Freight Systems, Inc., a Florida corporation, (“IFSI”), Mark Morris (“Mr. Morris”) the sole stockholder of Morris Transportation, Inc., an Arkansas corporation, (“MTI”), and MTI for the purpose of its representations, warranties and deliverables set forth herein.

AMENDMENT TO
Integrated Freight Systems, Inc. • July 27th, 2009

THIS AMENDMENT TO STOCK EXCHANGEAGREEMENT dated as of September 2, 2008, ("Exchange Agreement") made and entered into as of [September 17], 2008, by and among Integrated Freight Systems, Inc., a Florida corporation, (“IFSI”), Monte W. Smith and Mary Catherine Smith (“Mr. & Mrs. Smith”) the sole stockholders of Smith Systems Transportation, Inc., a Nebraska corporation, (“SSTI”), and SSTI.

May __, 2009
Integrated Freight Systems, Inc. • July 27th, 2009
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 4th, 2009 • Integrated Freight Systems, Inc. • Trucking (no local) • Florida

This Stock Purchase Agreement (the “Agreement”) is entered into as of May 1, 2009, by and between PlanGraphics, Inc., a Colorado corporation having its principal place of business at 112 East Main Street, Frankfort, Kentucky, 40601 (the “Seller”), the Seller’s wholly owned subsidiary, PlanGraphics, Inc., a Maryland Corporation ( “PGI MD”), John C. Antenucci whose mailing address is PO Box 1503 Frankfort, KY 40602, (“Antenucci”), Frederick G. Beisser whose residence address is 796 Tioga Trail, Parker CO 80134 (“Beisser”), Integrated Freight Systems, Inc., a Florida corporation (“Integrated”), The Nutmeg Group, LLC (“Nutmeg Group”) and The Nutmeg Fortuna Fund, LLLP (“Fortuna Fund”).

LOCKUP - LEAK-OUT AGREEMENT
Lockup - Leak-Out Agreement • July 27th, 2009 • Integrated Freight Systems, Inc. • Florida

THIS LOCKUP - LEAK-OUT AGREEMENT (the "Agreement") is entered into as of May 15, 2009 (the “Effective Date”), by and among Integrated Freight Systems, Inc., a Florida corporation, (“IFSI”), PlanGraphics, Inc., a Colorado corporation (“PlanGraphics”) and the undersigned person identified as the “Stockholder”.

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