Placement Agent Agreement (2004)Full Document 

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                                                                   INTEGRATED BUSINESS SYSTEMS AND SERVICES INC.
                            PLACEMENT AGENT AGREEMENT

                          DATED AS OF: JANUARY 30, 2004

         The undersigned, Integrated Business Systems and Services, Inc., a
corporation (the "COMPANY"), hereby agrees with US Euro Securities, Inc. (the
"PLACEMENTAGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited
Partnership (the "INVESTOR") as follows:

     1.   OFFERING. The Company hereby engages the Placement Agent to act as its
          exclusive placement agent in connection with the Investment Agreement
          dated January 21, 2004 (the "INVESTMENT AGREEMENT") pursuant to which
          the Company shall issue and sell to the Investor, from time to time,
          and the Investor shall purchase from the Company (the "OFFERING") up
          to Ten Million Dollars ($10,000,000) of the Company's Class A Voting
          Common Stock (the "COMMITMENT AMOUNT"), par value $0.01 per share (the
          "COMMON STOCK"), at price per share equal to the Purchase Price, as
          that term is defined in the Investment Agreement. Pursuant to the
          terms hereof, the Placement Agent shall render consulting services to
          the Company with respect to the Investment Agreement and shall be
          available for consultation in connection with the advances to be
          requested by the Company pursuant to the Investment Agreement. All
          capitalized terms used herein and not otherwise defined herein shall
          have the same meaning ascribed to them as in the Investment Agreement.
          The Investor will be granted certain registration rights with respect
          to the Common Stock as more fully set forth in a Registration Rights
          Agreement between the Company and the Investor dated January 21, 2004
          (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed
          and delivered in connection with the Offering, including, but not
          limited, to this Agreement, the Investment Agreement, and the
          Registration Rights Agreement, and any Prospectus or other disclosure
          document ( including all amendments and supplements ) utilized in
          connection with the Offering are referred to sometimes hereinafter
          collectively as the "OFFERING MATERIALS." The Company's Common Stock
          is sometimes referred to hereinafter as the "SECURITIES." The
          Placement Agent shall not be obligated to sell any Securities and this
          Offering by the Placement Agent shall be solely on a "best efforts
          basis."

     2.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

          A.   The Placement Agent represents, warrants and covenants as
               follows:

          (i) The Placement Agent has the necessary power to enter into this
          Agreement and to consummate the transactions contemplated hereby.

          (ii) The execution and delivery by the Placement Agent of this
          Agreement and the consummation of the transactions contemplated herein
          will not result in any violation of, or be in conflict with, or
          constitute a default under, any agreement or instrument to which the
          Placement Agent is a party or by which the Placement Agent or its
          properties are bound, or any judgment, decree, order or, to the
          Placement Agent's knowledge, any statute, rule or regulation
          applicable to the Placement Agent. This Agreement when executed



          and delivered by the Placement Agent, will constitute the legal, valid
          and binding obligations of the Placement Agent, enforceable in
          accordance with their respective terms, except to the extent that (a)
          the enforceability hereof or thereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws from time to
          time in effect and affecting the rights of creditors generally, (b)
          the enforceability hereof or thereof is subject to general principles
          of equity, or (c) the indemnification provisions hereof or thereof may
          be held to be in violation of public policy.

          (iii) Upon receipt and execution of this Agreement the Placement Agent
          will promptly forward copies of this Agreement to the Company or its
          counsel and the Investor or its counsel.

          (iv) The Placement Agent will not take any action that it reasonably
          believes would cause the Offering to violate the provisions of the
          Securities Act of 1933, as amended (the "1933 ACT"), the Securities
          Exchange Act of 1934 (the "1934 ACT"), the respective rules and
          regulations promulgated there under (the "RULES AND REGULATIONS") or
          applicable "Blue Sky" laws of any state or jurisdiction.

          (v) The Placement Agent will use all reasonable efforts to determine
          (a) whether the Investor is an Accredited Investor and (b) that any
          information furnished by the Investor is true and accurate. The
          Placement Agent shall have no obligation to insure that (x) any check,
          note, draft or other means of payment for the Common Stock will be
          honored, paid or enforceable against the Investor in accordance with
          its terms, or (y) subject to the performance of the Placement Agent's
          obligations and the accuracy of the Placement Agent's representations
          and warranties hereunder, (1) the Offering is exempt from the
          registration requirements of the 1933 Act or any applicable state
          "Blue Sky" law or (2) the Investor is an Accredited Investor.

          (vi) The Placement Agent is a member of the National Association of
          Securities Dealers, Inc., and is a broker-dealer registered as such
          under the 1934 Act and under the securities laws of the states in
          which the Securities will be offered or sold by the Placement Agent
          unless an exemption for such state registration is available to the
          Placement Agent. The Placement Agent is in compliance with all
          material rules and regulations applicable to the Placement Agent
          generally and applicable to the Placement Agent's participation in the
          Offering.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          A.   The Company makes to the Placement Agent all the representations
               and warranties it makes to the Investor in the Investment
               Agreement and, in addition, represents and warrants as follows:


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