FORM OF UNDERWRITING AGREEMENT 1,600,000 Shares of Common Stock INTEGRATED FINANCIAL SYSTEMS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
Integrated Financial Systems, Inc., a Colorado corporation (the “Company”), hereby confirms its agreement with you (sometimes hereinafter referred to as the “Representative’) and with the other members of the underwriting group (the “Underwriters”) named on Schedule 1 hereto as follows:
CONSULTING AGREEMENT BETWEEN INTEGRATED FINANCIAL SYSTEMS, INC. “COMPANY” AND OPTIMAX LLC “CONSULTANT” EFFECTIVE: AUGUST 1, 2002Consulting Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS AGREEMENT is dated as of August 1, 2002, and is entered into by and between Integrated Financial Systems, Inc., a Colorado corporation (“Company”) and Optimax LLC, (“Consultant”).
ESCROW AGREEMENTEscrow Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
ESCROW AGREEMENT, effective as of the day of August, 2004, by and among the shareholders listed on Exhibit A to this Escrow Agreement (the “Shareholders” or “Shareholder”) of INTEGRATED FINANCIAL SERVICES, INC., a Colorado corporation (the ‘Company”), J.P. TURNER & COMPANY, L.L.C. (the “Representative”) and CORPORATE STOCK TRANSFER, INC. (the “Escrow Agent”).
CONSENT TO SUBLEASELease • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS CONSENT TO SUBLEASE (“Consent”) is made as of this ____ day of August, 2002, by and among Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 (“Landlord”), PartMiner, Inc., a New York corporation (“Tenant”) and Vesture Enterprises, a Colorado limited liability company (“Subtenant”).
LOCK-UP AGREEMENTAgreement • August 5th, 2004 • Integrated Financial Systems Inc
The undersigned understands that J.P. Turner & Company, LLC (the “Representative”) proposes to enter into an Underwriting Agreement with Integrated Financial Services, Inc. (the “Company”), providing for the public offering of shares of Common Stock of the Company (the “Securities”) pursuant to a Registration Statement on Form SB-2 (the “Registration Statement”) filed with the Securities and Exchange Commission.
AGREEMENT AMONG UNDERWRITERS PUBLIC OFFERING OF 1,600,000 SHARES OF COMMON STOCK1 INTEGRATED FINANCIAL SYSTEMS, INC. AGREEMENT AMONG UNDERWRITERSAgreement Among Underwriters • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
EMPLOYMENT AGREEMENT BETWEEN INTEGRATED FINANCIAL SYSTEMS, INC. “EMPLOYER” AND JOHN C. HERBERS “EMPLOYEE” EFFECTIVE: AUGUST 1, 2002Employment Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS AGREEMENT is dated as of August 1, 2002, and is entered into by and between Integrated Financial Systems, Inc., a Colorado corporation (“Employer” or the “Company”) and John C. Herbers, (“Employee”).
July 27, 2004Integrated Financial Systems Inc • August 5th, 2004
Mr. Joseph D. Sardelli, Jr. Executive Vice President AllianceOne Healthcare Services Division 717 Constitution Drive, Suite 202 Exton, PA. 19341
July 27, 2004 Leonard Leff President and CEO CDS Companies 303 Merrick Road Lynbrook, NY 11563 Dear Leonard:Integrated Financial Systems Inc • August 5th, 2004
Pursuant to our recent discussions, this letter will constitute a joint marketing agreement between CDS Companies (“CDS”) and Integrated Financial Systems, Inc. (“IFS”), the “Parties.”
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS VOTING AGREEMENT AND& IRREVOCABLE PROXY (the “Agreement”) is made and entered into as of , 20 by and among (the “Key Holder”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Investors”) and Integrated Financial Systems, Inc., a Colorado Corporation (the “Company”).
INTEGRATED FINANCIAL SYSTEMS, INC. Revolving Credit AgreementIntegrated Financial Systems Inc • August 5th, 2004 • Colorado
*The Prime Rate used to determine your APR is the prime loan rate published in the Money Rates Section of The Wall Street Journal on the last business day of the prior calendar month preceding the first day of the applicable billing period. The information about the cost of the Card described in this Agreement is correct as of April 1, 2004. This information may have changed after that date. To find out what may have changed, write to us at P.O. Box 173796, Denver, Colorado 80217.
FLEXIBLE PAY SYSTEM AGREEMENT /INTEGRATED FINANCIAL SYSTEMS, INC.Flexible Pay System Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS AGREEMENT is entered into as of the day of , by and between Integrated Financial Systems, Inc., a Colorado corporation (“IFS”) and (the “Hospital”).
REVOLVING ACCOUNTS RECEIVABLE LOAN AND LINE OF CREDIT LOAN AGREEMENTCredit Loan Agreement • August 5th, 2004 • Integrated Financial Systems Inc • Colorado
THIS REVOLVING ACCOUNTS RECEIVABLE LOAN AND LINE OF CREDIT LOAN AGREEMENT (hereafter referred to as the “Agreement”) is dated as of the 10th day of February, 2003, by and between Integrated Financial Systems, Inc., a Colorado Corporation (“Borrower”), and GUARANTY BANK AND TRUST COMPANY (“Lender”).
