Integrated Financial Systems Inc Sample Contracts

FORM OF UNDERWRITING AGREEMENT 1,700,000 Shares of Common Stock INTEGRATED FINANCIAL SYSTEMS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 8th, 2004 • Integrated Financial Systems Inc • Services-business services, nec • 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:

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PATIENT ACCOUNT PURCHASE AGREEMENT
Patient Account Purchase Agreement • October 8th, 2004 • Integrated Financial Systems Inc • Services-business services, nec • Colorado

THIS AGREEMENT is entered into this 5th day of December 2003 by and between Integrated Financial Systems, Inc., a Colorado corporation (“IFS”) and Metroplex Health System, a Texas corporation (“Hospital”) and member organization of Adventist Health System.

AGREEMENT AMONG UNDERWRITERS PUBLIC OFFERING OF 1,700,000 SHARES OF COMMON STOCK1 INTEGRATED FINANCIAL SYSTEMS, INC. AGREEMENT AMONG UNDERWRITERS
Underwriting Agreement • October 8th, 2004 • Integrated Financial Systems Inc • Services-business services, nec • Colorado
PATIENT ACCOUNT PURCHASE AGREEMENT
Patient Account Purchase Agreement • October 8th, 2004 • Integrated Financial Systems Inc • Services-business services, nec • Colorado

THIS AGREEMENT is entered into this 9th day of September 2003, by and between Integrated Financial Systems, Inc., a Colorado corporation (“IFS”) and Longmont United Hospital a Colorado Corporation (“Hospital”).

CONSULTING AGREEMENT BETWEEN INTEGRATED FINANCIAL SYSTEMS, INC. “COMPANY” AND OPTIMAX LLC “CONSULTANT” EFFECTIVE: AUGUST 1, 2002
Consulting 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 AGREEMENT
Escrow 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”).

INTEGRATED FINANCIAL SERVICES, INC. SERVICES AGREEMENT
Services Agreement • November 4th, 2004 • Integrated Financial Systems Inc • Services-business services, nec

This Services Agreement (“Agreement”) is made on September 29, 2004 (“Effective Date”) by and between Integrated Financial Systems, Inc., a Colorado corporation (“IFS”) and Eastern Health Systems, Inc. (“Hospital”).

CONSENT TO SUBLEASE
Consent to Sublease • 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 AGREEMENT
Lock-Up Agreement • 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.

EMPLOYMENT AGREEMENT BETWEEN INTEGRATED FINANCIAL SYSTEMS, INC. “EMPLOYER” AND JOHN C. HERBERS “EMPLOYEE” EFFECTIVE: AUGUST 1, 2002
Employment 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, 2004
Joint Marketing Agreement • August 5th, 2004 • Integrated Financial Systems Inc

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:
Joint Marketing Agreement • August 5th, 2004 • Integrated Financial Systems Inc

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 PROXY
Voting Agreement • 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 Agreement
Revolving Credit Agreement • August 5th, 2004 • Integrated Financial Systems Inc • 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 AGREEMENT
Revolving Accounts Receivable Loan and Line of Credit 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”).

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