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                                                                   EXHIBIT 10.14

                  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

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          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:

          (i) The execution, delivery and performance of each of this Agreement,
          the Investment Agreement and the Registration Rights Agreement has
          been or will be duly and validly authorized by the Company and is, and
          with respect to this Agreement, the Investment Agreement and the
          Registration Rights Agreement will each be, a valid and binding
          agreement of the Company, enforceable in accordance with its
          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


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          be held to be in violation of public policy. The Securities to be
          issued pursuant to the transactions contemplated by this Agreement and
          the Investment Agreement have been duly authorized and, when issued
          and paid for in accordance with (x) this Agreement, the Investment
          Agreement and the certificates/instruments representing such
          Securities, (y) will be valid and binding obligations of the Company,
          enforceable in accordance with their respective terms, except to the
          extent that (1) the enforceability 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, and (2) the enforceability thereof is subject to general
          principles of equity. All corporate action required to be taken for
          the authorization, issuance and sale of the Securities has been duly
          and validly taken by the Company.

          (ii) The Company has a duly authorized, issued and outstanding
          capitalization as set forth herein and in the Investment Agreement.
          The Company is not a party to or bound by any instrument, agreement or
          other arrangement providing for it to issue any capital stock, rights,
          warrants, options or other securities, except for this Agreement, the
          agreements described herein and as described in the Investment
          Agreement, dated the date hereof and the agreements described therein.
          All issued and outstanding securities of the Company, have been duly
          authorized and validly issued and are fully paid and non-assessable;
          the holders thereof have no rights of rescission or preemptive rights
          with respect thereto and are not subject to personal liability solely
          by reason of being security holders; and none of such securities were
          issued in violation of the preemptive rights of any holders of any
          security of the Company. As of the date hereof, the authorized capital
          stock of the Company consists of 100,000,000 shares of Class A Voting
          Common Stock, par value $0.01 per share of which 28,013,727 shares of
          Common Stock are issued and outstanding.

          (iii) The Common Stock to be issued in accordance with this Agreement
          and the Investment Agreement has been duly authorized and when issued
          and paid for in accordance with this Agreement, the Investment
          Agreement and the certificates/instruments representing such Common
          Stock, will be validly issued, fully-paid and non-assessable; the
          holders thereof will not be subject to personal liability solely by
          reason of being such holders; such Securities are not and will not be
          subject to the preemptive rights of any holder of any security of the
          Company.


     4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

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

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

          (ii) The execution and delivery by the Investor 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 Investor is a
          party or by which the Investor or its properties are bound, or any
          judgment, decree, order or, to the Investor's knowledge, any statute,
          rule or regulation applicable to the Investor. This Agreement when
          executed and delivered by the Investor, will constitute the legal,
          valid and binding obligations of the Investor, enforceable in
          accordance with their


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          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) the Investor is not, and will not be, as a result of the
          transactions contemplated by the Offering Materials a "dealer" within
          the meaning of the Securities Exchange Act of 1934 and applicable
          federal and state securities laws and regulations. The Investor
          covenants that in this respect it is and will remain in compliance
          with the requirements of applicable "no action" rulings of the U.S.
          Securities Exchange Commission.


          (iv) The Investor will promptly forward copies of any and all due
          diligence questionnaires compiled by the Investor to the Placement
          Agent.

     5.   CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

          The Company covenants and agrees at its expense and without any
          expense to the Placement Agent as follows:

     A.   To advise the Placement Agent of any material adverse change in the
          Company's financial condition, prospects or business or of any
          development materially affecting the Company or rendering untrue or
          misleading any material statement in the Offering Materials occurring
          at any time as soon as the Company is either informed or becomes aware
          thereof.

     B.   To use its commercially reasonable efforts to cause the Common Stock
          issuable in connection with the Equity Line of Credit to be qualified
          or registered for sale on terms consistent with those stated in the
          Registration Rights Agreement and under the securities laws of such
          jurisdictions as the Placement Agent and the Investor shall reasonably
          request. Qualification, registration and exemption charges and fees
          shall be at the sole cost and expense of the Company.

     C.   Upon written request, to provide and continue to provide the Placement
          Agent and the Investor copies of all quarterly financial statements
          and audited annual financial statements prepared by or on behalf of
          the Company, other reports prepared by or on behalf of the Company for
          public disclosure and all documents delivered to the Company's
          stockholders.

     D.   To deliver, during the registration period of the Investment
          Agreement, to the Placement Agent upon the Placement Agent's request,

          (i) within forty five (45) days, a statement of its income for each
          such quarterly period, and its balance sheet and a statement of
          changes in stockholders' equity as of the end of such quarterly
          period, all in reasonable detail, certified by its principal financial
          or accounting officer;

          (ii) within ninety (90) days after the close of each fiscal year, its
          balance sheet as of the close of such fiscal year, together with a
          statement of income, a statement of changes in stockholders' equity
          and a statement of cash flow for such fiscal year, such balance sheet,
          statement of income, statement of changes in stockholders' equity and
          statement of cash


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          flow to be in reasonable detail and accompanied by a copy of the
          certificate or report thereon of independent auditors if audited
          financial statements are prepared; and

          (iii) a copy of all documents, reports and information furnished to
          its stockholders at the time that such documents, reports and
          information are furnished to its stockholders.

          (iv) a copy of all documents, reports and information furnished to the
          Investor at the time that such documents, reports and information are
          furnished to the Investor.

     E.   To comply with the terms of the Offering Materials.

     F.   To ensure that any transactions between or among the Company, or any
          of its officers, directors and affiliates be on terms and conditions
          that are no less favorable to the Company, than the terms and
          conditions that would be available in an "arm's length" transaction
          with an independent third party.

     6.   INDEMNIFICATION.

     A.   The Company hereby agrees that it will indemnify and hold the
          Placement Agent and each officer, director, shareholder, employee or
          representative of the Placement Agent and each person controlling,
          controlled by or under common control with the Placement Agent within
          the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
          Act or the SEC's Rules and Regulations promulgated there under (the
          "Rules and Regulations"), harmless from and against any and all loss,
          claim, damage, liability, cost or expense whatsoever (including, but
          not limited to, any and all reasonable legal fees and other expenses
          and disbursements incurred in connection with investigating, preparing
          to defend or defending any action, suit or proceeding, including any
          inquiry or investigation, commenced or threatened, or any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any action, suit or proceeding, including any inquiry, investigation
          or pretrial proceeding such as a deposition) to which the Placement
          Agent or such indemnified person of the Placement Agent may become
          subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
          or any other federal or state law or regulation, common law or
          otherwise, arising out of or based upon (i) any untrue statement or
          alleged untrue statement of a material fact contained in (a) Section 4
          of this Agreement, (b) the Offering Materials (except those written
          statements relating to the Placement Agent given by an indemnified
          person for inclusion therein), (c) any application or other document
          or written communication executed by the Company or based upon written
          information furnished by the Company filed in any jurisdiction in
          order to qualify the Common Stock under the securities laws thereof,
          or any state securities commission or agency; (ii) the omission or
          alleged omission from documents described in clauses (a), (b) or (c)
          above of a material fact required to be stated therein or necessary to
          make the statements therein not misleading; or (iii) the breach of any
          representation, warranty, covenant or agreement made by the Company in
          this Agreement. The Company further agrees that upon demand by an
          indemnified person, at any time or from time to time, it will promptly
          reimburse such indemnified person for any loss, claim, damage,
          liability, cost or expense actually and reasonably paid by the
          indemnified person as to which the Company has indemnified such person
          pursuant hereto. Notwithstanding the foregoing provisions of this
          Paragraph 6(A), any such payment or reimbursement by the Company of
          fees, expenses or disbursements incurred by an indemnified person in
          any proceeding in which a final judgment by a court of competent
          jurisdiction (after all appeals or the expiration of time to appeal)
          is entered against the Placement Agent or such indemnified person
          based upon specific finding of fact


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          as to the Placement Agent or such indemnified person's gross
          negligence or willful misfeasance will be promptly repaid to the
          Company.

     B.   The Placement Agent hereby agrees that it will indemnify and hold the
          Company and each officer, director, shareholder, employee or
          representative of the Company, and each person controlling, controlled
          by or under common control with the Company within the meaning of
          Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
          and Regulations, harmless from and against any and all loss, claim,
          damage, liability, cost or expense whatsoever (including, but not
          limited to, any and all reasonable legal fees and other expenses and
          disbursements incurred in connection with investigating, preparing to
          defend or defending any action, suit or proceeding, including any
          inquiry or investigation, commenced or threatened, or any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any action, suit or proceeding, including any inquiry, investigation
          or pretrial proceeding such as a deposition) to which the Company or
          such indemnified person of the Company may become subject under the
          1933 Act, the 1934 Act, the Rules and Regulations, or any other
          federal or state law or regulation, common law or otherwise, arising
          out of or based upon (i) the conduct of the Placement Agent or its
          officers, employees or representatives in willful violation of any of
          such laws and regulations while acting as Placement Agent for the
          Offering or (ii) the material breach of any representation, warranty,
          covenant or agreement made by the Placement Agent in this Agreement
          (iii) any false or misleading information provided to the Company by
          one of the Placement Agent's indemnified persons.

     C.   The Investor hereby agrees that it will indemnify and hold the
          Placement Agent and each officer, director, shareholder, employee or
          representative of the Placement Agent, and each person controlling,
          controlled by or under common control with the Placement Agent within
          the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
          Act or the Rules and Regulations, harmless from and against any and
          all loss, claim, damage, liability, cost or expense whatsoever
          (including, but not limited to, any and all reasonable legal fees and
          other expenses and disbursements incurred in connection with
          investigating, preparing to defend or defending any action, suit or
          proceeding, including any inquiry or investigation, commenced or
          threatened, or any claim whatsoever or in appearing or preparing for
          appearance as a witness in any action, suit or proceeding, including
          any inquiry, investigation or pretrial proceeding such as a
          deposition) to which the Placement Agent or such indemnified person of
          the Placement Agent may become subject under the 1933 Act, the 1934
          Act, the Rules and Regulations, or any other federal or state law or
          regulation, common law or otherwise, arising out of or based upon (i)
          the conduct of the Investor or its officers, employees or
          representatives in its acting as the Investor for the Offering or (ii)
          the material breach of any representation, warranty, covenant or
          agreement made by the Investor in the Offering Materials (iii) any
          false or misleading information provided to the Placement Agent by the
          Investor or one of the Investor's indemnified persons.

     D.   The Placement Agent hereby agrees that it will indemnify and hold the
          Investor and each officer, director, shareholder, employee or
          representative of the Investor, and each person controlling,
          controlled by or under common control with the Investor within the
          meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or
          the Rules and Regulations, harmless from and against any and all loss,
          claim, damage, liability, cost or expense whatsoever (including, but
          not limited to, any and all reasonable legal fees and other expenses
          and disbursements incurred in connection with investigating, preparing
          to defend or defending any action, suit or proceeding, including any
          inquiry or investigation,


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          commenced or threatened, or any claim whatsoever or in appearing or
          preparing for appearance as a witness in any action, suit or
          proceeding, including any inquiry, investigation or pretrial
          proceeding such as a deposition) to which the Investor or such
          indemnified person of the Investor may become subject under the 1933
          Act, the 1934 Act, the Rules and Regulations, or any other federal or
          state law or regulation, common law or otherwise, arising out of or
          based upon (i) the conduct of the Placement Agent or its officers,
          employees or representatives in willful violation of any of such laws
          and regulations while acting as the Placement Agent for the Offering
          or (ii) the material breach of any representation, warranty, covenant
          or agreement made by the Placement Agent in this Agreement (iii) any
          false or misleading information provided to the Investor by one of the
          Placement Agent's indemnified persons.

     E.   Promptly after receipt by an indemnified party of notice of
          commencement of any action covered by Section 6(A), (B), (C) or (D),
          the party to be indemnified shall, within five (5) business days,
          notify the indemnifying party of the commencement thereof; the
          omission by one (1) indemnified party to so notify the indemnifying
          party shall not relieve the indemnifying party of its obligation to
          indemnify any other indemnified party that has given such notice and
          shall not relieve the indemnifying party of any liability outside of
          this indemnification if not materially prejudiced thereby. In the
          event that any action is brought against the indemnified party, the
          indemnifying party will be entitled to participate therein and, to the
          extent it may desire, to assume and control the defense thereof with
          counsel chosen by it which is reasonably acceptable to the indemnified
          party. After notice from the indemnifying party to such indemnified
          party of its election to so assume the defense thereof, the
          indemnifying party will not be liable to such indemnified party under
          such Section 6(A), (B), (C), or (D) for any legal or other expenses
          subsequently incurred by such indemnified party in connection with the
          defense thereof, but the indemnified party may, at its own expense,
          participate in such defense by counsel chosen by it, without, however,
          impairing the indemnifying party's control of the defense. Subject to
          the proviso of this sentence and notwithstanding any other statement
          to the contrary contained herein, the indemnified party or parties
          shall have the right to choose its or their own counsel and control
          the defense of any action, all at the expense of the indemnifying
          party if, (i) the employment of such counsel shall have been
          authorized in writing by the indemnifying party in connection with the
          defense of such action at the expense of the indemnifying party, or
          (ii) the indemnifying party shall not have employed counsel reasonably
          satisfactory to such indemnified party to have charge of the defense
          of such action within a reasonable time after notice of commencement
          of the action, or (iii) such indemnified party or parties shall have
          reasonably concluded that there may be defenses available to it or
          them which are different from or additional to those available to one
          or all of the indemnifying parties (in which case the indemnifying
          parties shall not have the right to direct the defense of such action
          on behalf of the indemnified party or parties), in any of which events
          such fees and expenses of one additional counsel shall be borne by the
          indemnifying party; provided, however, that the indemnifying party
          shall not, in connection with any one action or separate but
          substantially similar or related actions in the same jurisdiction
          arising out of the same general allegations or circumstance, be liable
          for the reasonable fees and expenses of more than one separate firm of
          attorneys at any time for all such indemnified parties. No settlement
          of any action or proceeding against an indemnified party shall be made
          without the consent of the indemnifying party.

     F.   In order to provide for just and equitable contribution in
          circumstances in which the indemnification provided for in Section 6
          is due in accordance with its terms but is for any reason held by a
          court to be unavailable on grounds of policy or otherwise, the Company


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          and the Placement Agent and the Investor shall contribute to the
          aggregate losses, claims, damages and liabilities (including legal or
          other expenses reasonably incurred in connection with the
          investigation or defense of same) which the other may incur in such
          proportion so that the Company, the Placement Agent and the Investor
          shall be responsible for such percent of the aggregate of such losses,
          claims, damages and liabilities as shall equal the percentage of the
          gross proceeds paid to each of them.; provided, however, that no
          person guilty of fraudulent misrepresentation within the meaning of
          Section 11(f) of the 1933 Act shall be entitled to contribution from
          any person who was not guilty of such fraudulent misrepresentation.
          For purposes of this Section 6(F), any person controlling, controlled
          by or under common control with the Placement Agent, or any partner,
          director, officer, employee, representative or any agent of any
          thereof, shall have the same rights to contribution as the Placement
          Agent and each person controlling, controlled by or under common
          control with the Company within the meaning of Section 15 of the 1933
          Act or Section 20 of the 1934 Act and each officer of the Company and
          each director of the Company shall have the same rights to
          contribution as the Company and each person controlling, controlled by
          or under common control with the Investor within the meaning of
          Section 15 of the 1933 Act or Section 20 of the 1934 Act and each
          member of the general partner of the Investor shall have the same
          rights to contribution as the Company. Any party entitled to
          contribution will, promptly after receipt of notice of commencement of
          any action, suit or proceeding against such party in respect of which
          a claim for contribution may be made against the other party under
          this Section 6(F), notify such party from whom contribution may be
          sought, but the omission to so notify such party shall not relieve the
          party from whom contribution may be sought from any obligation they
          may have hereunder or otherwise if the party from whom contribution
          may be sought is not materially prejudiced thereby. The indemnity and
          contribution agreements contained in this Section 6 shall remain
          operative and in full force and effect regardless of any investigation
          made by or on behalf of any indemnified person or any termination of
          this Agreement.

     7.   FEES. The Company hereby agrees to pay the Placement Agent 1% of the
          gross proceeds from each Put until a maximum of ten thousand dollars
          ($10,000) has been paid.

     8.   PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the
          expenses in connection with the Offering, including, but not limited
          to the following: filing fees, printing and duplicating costs,
          advertisements, postage and mailing expenses with respect to the
          transmission of Offering Materials, registrar and transfer agent fees,
          and expenses, fees of the Company's counsel and accountants, issue and
          transfer taxes, if any. The Company agrees to bear all the reasonable
          expenses of the Placement Agent in performing its services under this
          Agreement including but not limited to the fees and expenses of
          counsel.

     9.   CONDITIONS OF CLOSING. The Closing shall be held at the offices of the
          Investor or its counsel. The obligations of the Placement Agent
          hereunder shall be subject to the continuing accuracy of the
          representations and warranties of the Company herein as of the date
          hereof and as of the Date of Closing (the "Closing Date") with respect
          to the Company as if it had been made on and as of such Closing Date;
          the accuracy on and as of the Closing Date of the statements of the
          officers of the Company made pursuant to the provisions hereof; and
          the performance by the Company on and as of the Closing Date of its
          covenants and obligations hereunder and to the following further
          conditions:

     A.   Upon the effectiveness of a registration statement in accordance with
          the Investment Agreement, the Placement Agent shall receive the
          opinions of Counsel to the Company and


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          of the Investor, dated as of the date thereof, which opinion shall be
          in form and substance reasonably satisfactory to the Investor, the
          Company, their counsel and the Placement Agent.

     B.   At or prior to the Closing, the Placement Agent shall have been
          furnished such documents, certificates and opinions as it may
          reasonably require for the purpose of enabling them to review or pass
          upon the matters referred to in this Agreement and the Offering
          Materials, or in order to evidence the accuracy, completeness or
          satisfaction of any of the representations, warranties or conditions
          herein contained.

     C.   At and prior to the Closing, (i) there shall have been no material
          adverse change nor development involving a prospective change in the
          condition or prospects or the business activities, financial or
          otherwise, of the Company from the latest dates as of which such
          condition is set forth in the Offering Materials; (ii) there shall
          have been no transaction, not in the ordinary course of business
          except the transactions pursuant to the Investment Agreement entered
          into by the Company which has not been disclosed in the Offering
          Materials or to the Placement Agent in writing; (iii) except as set
          forth in the Offering Materials, the Company shall not be in default
          under any provision of any instrument relating to any outstanding
          indebtedness for which a waiver or extension has not been otherwise
          received; (iv) except as set forth in the Offering Materials, the
          Company shall not have issued any securities (other than those to be
          issued as provided in the Offering Materials) or declared or paid any
          dividend or made any distribution of its capital stock of any class
          and there shall not have been any change in the indebtedness (long or
          short term) or liabilities or obligations of the Company (contingent
          or otherwise) and trade payable debt; (v) no material amount of the
          assets of the Company shall have been pledged or mortgaged, except as
          indicated in the Offering Materials; and (v) no action, suit or
          proceeding, at law or in equity, against the Company or affecting any
          of its properties or businesses shall be pending or threatened before
          or by any court or federal or state commission, board or other
          administrative agency, domestic or foreign, wherein an unfavorable
          decision, ruling or finding could materially adversely affect the
          businesses, prospects or financial condition or income of the Company,
          except as set forth in the Offering Materials.

     D.   At Closing, the Placement Agent shall receive a certificate of the
          Company signed by an executive officer and chief financial officer,
          dated as of the applicable Closing, to the effect that the conditions
          set forth in subparagraph (C) above have been satisfied and that, as
          of the applicable closing, the representations and warranties of the
          Company set forth herein are true and correct.

     10.  TERMINATION. This Agreement shall be co-terminus with, and terminate
          upon the same terms and conditions as those set forth in, the
          Investment Agreement. The rights of the Investor and the obligations
          of the Company under the Registration Rights Agreement, and the rights
          of the Placement Agent and the obligations of the Company shall
          survive the termination of this Agreement unabridged for a period of
          twenty-four (24) months after the Closing Date.

     11.  MISCELLANEOUS. A. This Agreement may be executed in any number of
          counterparts, each of which shall be deemed to be an original, but all
          which shall be deemed to be one and the same instrument. B. Any notice
          required or permitted to be given hereunder shall be given in writing
          and shall be deemed effective when deposited in the United States mail


                                       9
<PAGE>

          postage prepaid, or when received if personally delivered or faxed
          (upon confirmation of receipt received by the sending party),
          addressed as follows:

          If to Placement Agent, to:

          -----------------------
          -----------------------
          -----------------------

          If to the Company, to:

          Integrated Business Systems and Services, Inc.
          1601 Shop Road
          Suite E
          Columbia, South Carolina 29201
          Tel:   (803) 736-5595
          Fax:   (803) 736-5639

          If to the Investor:

          Dutchess Private Equities fund, LP
          312 Stuart St.
          Boston, MA  02116
          Tel:   (617) 960-3582
          Fax:   (617) 960-3772

          or to such other address of which written notice is given to the
          others.

          C. This Agreement shall be governed by and construed in all respects
          under the laws of the State of Delaware, without reference to its
          conflict of laws rules or principles. Any suit, action, proceeding or
          litigation arising out of or relating to this Agreement shall be
          brought and prosecuted in such federal or state court or courts
          located within the Commonwealth of Massachusetts as provided by law.
          The parties hereby irrevocably and unconditionally consent to the
          jurisdiction of each such court or courts located within the
          Commonwealth of Massachusetts and to service of process by registered
          or certified mail, return receipt requested, or by any other manner
          provided by applicable law, and hereby irrevocably and unconditionally
          waive any right to claim that any suit, action, proceeding or
          litigation so commenced has been commenced in an inconvenient forum.

     D.   This Agreement and the other agreements referenced herein contain the
          entire understanding between the parties hereto and may not be
          modified or amended except by a writing duly signed by the party
          against whom enforcement of the modification or amendment is sought.

     E.   If any provision of this Agreement shall be held to be invalid or
          unenforceable, such invalidity or unenforceability shall not affect
          any other provision of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

COMPANY:



By: /s/ George E. Mendenhall
    --------------------------------
Name:
Title: President and CEO

PLACEMENT AGENT:


By: /s/ Anthony Dudzinski
    ---------------------------------
Name:
Title: Managing Director


INVESTOR:

DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC


By: /s/ Douglas H. Leighton
    --------------------------------
Name: Douglas H. Leighton
Title: A Managing Member


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