0001162327-05-000031 Sample Contracts

Institutional Capital Management, Inc. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • April 6th, 2005 • Virtra Systems Inc • Services-amusement & recreation services • Delaware

The undersigned, VIRTRA SYSTEMS, INC, a Texas corporation (the "COMPANY"), hereby agrees with INSTITUTIONAL CAPITAL MANAGEMENT, INC. a Texas corporation (the "PLACEMENT AGENT") and DUTCHESS PRIVATE EQUITIES FUND II, L.P., a Delaware Limited Partnership (the "INVESTOR"), as follows:

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