exv4w2



 





EXHIBIT 4.2



THE UNDERWRITER’S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
“UNDERWRITER’S WARRANTS”) AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF (THE
“WARRANT SHARES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. HOWEVER, NEITHER THE UNDERWRITER’S WARRANTS NOR SUCH
WARRANT SHARES MAY BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT
PURSUANT TO A POST—EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, A
SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND UNDER THE APPLICABLE BLUE SKY LAWS.


THIS UNDERWRITER’S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS UNDERWRITER’S WARRANT, BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
UNDERWRITER’S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.



INTEGRATED FINANCIAL SERVICES, INC.




UNDERWRITER’S WARRANT FOR THE PURCHASE OF COMMON STOCK







			
	No. UW-001
	 	170,000 Underwriter’s Warrants














     THIS CERTIFIES that, for receipt in hand of $10.00 and other value
received, J.P. TURNER & COMPANY, L.L.C. (the “Holder”), is entitled to
subscribe for and purchase from Integrated Financial Services, Inc., a Colorado
corporation (the ‘Company”), upon the terms and conditions set forth herein, at
any time, or from time to time, from             , 2004, and before 5:00 p.m.
Mountain time on
            , 2009 (the “Exercise Period”), 170,000 shares of
Common Stock (the “Warrant Shares”) , at a price of $6.00 per Warrant Share
(the “Exercise Price”), or 120% of the offering price of Common Stock sold by
the Company in a public offering (the “Public Offering”) at or prior to the
date hereof.







     The term the “Holder” as used herein shall include any transferee to whom
this Underwriter’s Warrant has been transferred in accordance with the above.
As used herein the term “this Underwriter’s Warrant” shall mean and include
this Underwriter’s Warrant and any Underwriter’s Warrant or Underwriter’s
Warrants hereafter issued as a consequence of the exercise or transfer of this
Underwriter’s Warrant in whole or in part, and the term “Common Stock” shall
mean and include the Company’s common stock with ordinary voting power, which
class at the date hereof is publicly traded.



     1. This Underwriter’s Warrant may not be sold, transferred, assigned,
pledged or hypothecated until                     , 2005 (12 months from the Effective
Pate of the Registration Statement on which it is initially registered) except
that it may be transferred, in whole or in part, (i) to one or more officers,
managers or partners of the Holder (or the officers, managers or partners of
any such partner); (ii) to a member of the underwriting syndicate and/or its
officers or



 









 




partners; or (iii) by operation of law. After                     , 2005, this
Underwriter’s Warrant may be sold, transferred, assigned or hypothecated in
accordance with applicable law.



     2. (a) This Underwriter’s Warrant may be exercised during the Exercise
Period as to the whole or any lesser number of Warrant Shares, by the surrender
of this Underwriter’s Warrant (with the election attached hereto duly executed)
to the Company at its office at 7807 E. Peakview Avenue, #300, Greenwood
Village, Colorado 80111, or such other place as is designated in writing by the
Company, together with a certified or bank cashier’s check payable to the order
of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Underwriter’s Warrant is being
exercised.



     (b) Upon written request of the Holder, and in lieu of payment for the
Warrant Shares by check in accordance with paragraph 2(a) hereof, the Holder
may exercise the Underwriter’s Warrant (or any portion thereof) for and receive
the number of Warrant Shares equal to a fraction, the numerator of which equals
(i) the amount by which the Current Market Price of the Common Stock for the
ten (10) trading days preceding the date of exercise exceeds the Exercise Price
per Share, multiplied by (ii) the number of Warrant Shares to be purchased; the
denominator of which equals the Current Market Price.



     (c) For the purposes of any computation under this Underwriter’s Warrant,
the “Current Market Price” at any date shall be the closing price of the Common
Stock on the business day next preceding the event requiring an adjustment
hereunder. If the principal trading market for such securities is an exchange,
the closing price shall be the reported last sale price on such exchange on
such day provided if trading of such Common Stock is listed on any consolidated
tape, the closing price shall be the reported last sale price set forth on such
consolidated tape. If the principal trading market for such securities is the
over-the-counter market or the BBX Exchange, the closing price shall be the
last reported sale price on such date as set forth by The Nasdaq Stock Market,
Inc., or, if the security is not quoted on such market, the average of the
closing bid and asked prices as set forth in the National Quotation Bureau pink
sheets or the Electronic Bulletin Board System for such day. Notwithstanding
the foregoing, if there is no reported last sale price or average closing bid
and asked prices, as the case may be, on a date prior to the event requiring an
adjustment hereunder, then the current market price shall be determined as of
the latest date prior to such day for which such last sale price or average
closing bid and asked prices are available.



     3. Upon each exercise of this Underwriter’s Warrant, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares shall not then have
been actually delivered to the Holder. As soon as practicable after each such
exercise of this Underwriter’s Warrant, the Company shall issue and deliver to
the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Underwriter’s Warrant should be exercised in part only, the Company shall, upon
surrender of this Underwriter’s Warrant for cancellation, execute and deliver a
new Underwriter’s Warrant evidencing the right of the Holder to purchase the
balance of the Warrant Shares (or portions thereof) subject to purchase
hereunder.



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     4. The Underwriter’s Warrants shall be registered in a Underwriter’s
Warrant Register as they are issued. The Company shall be entitled to treat
the registered holder of any Underwriter’s Warrant on the Underwriter’s Warrant
Register as the owner in fact thereof for all purposes and shall not be bound
to recognize any equitable or other claim to or interest in such Underwriter’s
Warrant on the part of any other person. The Underwriter’s Warrants shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the
Company shall deliver a new Underwriter’s Warrant or Underwriter’s Warrants to
the person entitled thereto. The Underwriter’s Warrants may be exchanged, at
the option of the Holder thereof, for another Underwriter’s Warrant, or other
Underwriter’s Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions thereof) upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause the Underwriter’s Warrants to be transferred on its books
to any person if, in the opinion of counsel to the Company, such transfer does
not comply with the provisions of the Securities Act of 1933, as amended (the
“Act”), or applicable state blue sky laws and the rules and regulations
thereunder.



     5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Underwriter’s Warrant, such number of shares of Common
Stock as shall, from time to time, be sufficient therefor. The Company
covenants that all Warrant Shares issuable upon exercise of this Underwriter’s
Warrant shall be validly issued, fully paid, nonassessable, and free of
preemptive rights.



     6. (a) If the Company shall at any time subdivide its outstanding Common
Stock by recapitalization, reclassification or split-up thereof, the number of
Warrant Shares subject to this Underwriter’s Warrant immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at any
time combine the outstanding Common Stock by recapitalization, reclassification
or combination thereof, the number of Warrant Shares subject to this
Underwriter’s Warrant immediately prior to such combination shall be
proportionately decreased. Any corresponding adjustment to the Exercise Price
shall become effective at the close of business on the record date for such
subdivision or combination.



     (b) If the Company after the date hereof shall distribute to the holders
of its Common Stock any securities or other assets (other than a distribution
of Common Stock or a cash distribution made as a dividend payable out of
earnings or out of any earned surplus legally available for dividends under the
laws of the jurisdiction of incorporation of the Company), the Board of
Directors shall be required to make such equitable adjustment in the Exercise
Price in effect immediately prior to the record date of such distribution as
may be necessary to preserve the rights substantially proportionate to those
enjoyed hereunder by the Holder immediately prior to such distribution. Any
such adjustment made in good faith by the Board of Directors shall be final and
binding upon the Holder and shall become effective as of the record date for
such distribution.



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     (c) No adjustment in the number of Warrant Shares subject to this
Underwriter’s Warrant shall be required unless such adjustment would require an
increase or decrease in such number of Warrant Shares of at least 1% of the
then adjusted number of Warrant Shares issuable upon exercise of this
Underwriter’s Warrant; provided, however, that any adjustments which by reason
of the foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount of any
subsequent adjustment; and provided further, however, that in case the Company
shall at any time subdivide or combine the outstanding Common Stock or issue
any additional Common Stock as a dividend, said percentage shall forthwith be
proportionately increased in the case of a combination or decreased in the case
of a subdivision or dividend of Common Stock so as to appropriately reflect the
same. If the Company shall make a record of the holders of its Common Stock
for the purpose of entitling them to receive any dividend or distribution and
legally abandon its plan to pay or deliver such dividend or distribution then
no adjustment in the number of Warrant Shares subject to this Underwriter’s
Warrant shall be required by reason of the making of such record.



     (d) Whenever the number of Warrant Shares purchasable upon the exercise of
this Underwriter’s Warrant is adjusted as provided herein, the Exercise Price
shall be adjusted (to the nearest one tenth of a cent) by respectively
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of Warrant Shares
purchasable upon the exercise of this Underwriter’s Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of Warrant
Shares purchasable immediately thereafter.



     (e) In case of any reclassification of the outstanding Common Stock (other
than a change covered by (a) hereof or which solely affects the par value of
such Common Stock) or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and which does not result in any
reclassification or capital reorganization of the outstanding Common Stock), or
in the case of any sale or conveyance to another corporation of the property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Underwriter’s Warrant shall
have the right thereafter (until the expiration of the right of exercise of
this Underwriter’s Warrant) to receive upon the exercise hereof, for the same
aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property receivable
upon such reclassification, capital reorganization, merger or consolidation, or
upon the dissolution following any sale or other transfer, by a holder of the
number of Warrant Shares obtainable upon the exercise of this Underwriter’s
Warrant immediately prior to such event; and if any reclassification also
results in a change in Common Stock covered by (a) above, then such adjustment
shall be made pursuant to both this paragraph (e) and paragraph (a). The
provisions of this paragraph (e) shall similarly apply to successive
reclassifications, or capital reorganizations, mergers or consolidations, sales
or other transfers.



     If the Company after the date hereof shall issue or agree to issue Common
Stock or convertible securities, other than as described herein, and such
issuance or agreement would in the opinion of the Board of Directors of the
Company materially affect the rights of the Holders of the Underwriter’s
Warrants, the Exercise Price and the number of Warrant Shares purchasable



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upon exercise of the Underwriter’s Warrants shall be adjusted in such
matter, if any, and at such time as the Board of Directors of the Company, in
good faith, may determine to be equitable in the circumstances. The minutes or
unanimous consent approving such action shall set forth the Board of Director’s
determination as to whether an adjustment is warranted and the manner of such
adjustment. In the absence of such determination, any Holder may request in
writing that the Board of Directors make such determination. Any such
determination made in good faith by the Board of Directors shall be final and
binding upon the Holders. If the Board fails, however, to make such
determination within sixty (60) days after such request, such failure shall be
deemed a determination that an adjustment is required.



     (f) (i) Upon occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable upon exercise of
this Underwriter’s Warrant in accordance with, and as required by, the terms
hereof, the Company shall forthwith employ a firm of certified public
accountants (who may be the regular accountants for the Company) who shall
compute the adjusted Exercise Price and the adjusted number of Warrant Shares
purchasable at such adjusted Exercise Price by reason of such event in
accordance herewith. The Company shall give to each Holder of the
Underwriter’s Warrants a copy of such computation which shall be conclusive and
shall be binding upon such Holders unless contested by Holders by written
notice to the Company within thirty (30) days after receipt thereof. No such
computation shall be required in instances where the Exercise Price and the
number of Warrant Shares are adjustable in an amount of less than 5%.



          (ii) In case the Company after the date hereof shall propose (A) to pay any
dividend payable in stock to the holders of its Common Stock or to make any
other distribution (other than cash dividends) to the holders of its Common
Stock or to grant rights to subscribe to or purchase any additional shares of
any class or any other rights or options to holders of its Common Stock, (B) to
effect any reclassification involving merely the subdivision or combination of
outstanding Common Stock, or (C) any capital reorganization or any
consolidation or merger, or any sale, transfer or otter disposition of its
property, assets and business substantially as an entirety, or the liquidation,
dissolution or winding up of the Company, then in each such case, the Company
shall obtain the computation described above and if an adjustment to the
Exercise Price is required, the Company shall notify the Holders of the
Underwriter’s Warrants of such proposed action, which shall specify the record
date for any such action or if no record date is established with respect
thereto, the date on which such action shall occur or commence, or the date of
participation therein by the holders of Common Stock if any such date is to be
fixed, and shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action on the Exercise
Price and the number, or kind, or class of shares or other securities or
property obtainable upon exercise of this Underwriter’s Warrant after giving
effect to any adjustment which will be required as a result of such action.
Such notice shall be given at least twenty (20) days prior to the record date
for determining holders of the Common Stock for purposes of any such action,
and in the case of any action for which a record date is not established then
such notice shall be mailed at least twenty (20) days prior to the taking of
such proposed action.



     (iii) Failure to file any certificate or notice or to give any notice, or
any defect in any certificate or notice, shall not effect the legality or
validity of the adjustment in the



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Exercise Price or in the number, or kind, or class of shares or other
securities or property obtainable upon exercise of the Underwriter’s Warrants
or of any transaction giving rise thereto.



     (g) The Company shall not be required to issue fractional Warrant Shares
upon any exercise of the Underwriter’s Warrants. As to any final fraction of a
Share which the Holder of a Underwriter’s Warrant would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the same fraction of the
market price of a share of such stock on the business day preceding the day of
exercise. The Holder of a Underwriter’s Warrant, by his acceptance of a
Underwriter’s Warrant, expressly waives any right to receive any fractional
Warrant Shares.



     (h) Regardless of any adjustments pursuant to this section in the Exercise
Price or in the number, or kind, or class of shares or other securities or
other property obtainable upon exercise of a Underwriter’s Warrant, a
Underwriter’s Warrant may continue to express the Exercise Price and the number
of Warrant Shares obtainable upon exercise at the same price and number of
Warrant Shares as are stated herein.



     (i) The number of Warrant Shares, the Exercise Price and all other terms
and provisions of the Company’s agreement with the Holder of this Underwriter’s
Warrant shall be determined exclusively pursuant to the provisions hereof.



     (j) The above provisions of this section 6 shall similarly apply to
successive transactions which require adjustments.



     (k) Notwithstanding any other language to the contrary herein, (i) the
anti-dilution terms of this Underwriter’s Warrant will not be enforced so as to
provide the Holder the right to receive, or for the accrual of, cash dividends
price to the exercise of this Underwriter’s Warrant, and (ii) the anti-dilution
terms of this Underwriter’s Warrant will not be enforced in such a manner as to
provide the Holder with disproportionate rights, privileges and economic
benefits not provided to purchasers of the Common Stock in the Public Offering.



     7. The issuance of any Warrant Shares or other securities upon the
exercise of this Underwriter’s Warrant and the delivery of certificates or
other instruments representing such securities, or other securities, shall be
made without charge to the Holder for any tax or other charge in respect of
such issuance. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of any certificate in a name other than that of the Holder and the
Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.



     8. (a) If, at any time after                     , 2004 (the Effective Date of
the Registration Statement) , and ending                      , 2011 (seven years after the
Effective Date of the Registration Statement), the Company shall file a
registration statement (other than on Form S-4,

Form S-B, or any successor
form) with the Securities and Exchange Commission (the “Commission”) while
Warrant Shares are available for purchase upon exercise of this Underwriter’s
Warrant or while any Warrant Shares (collectively, the Underwriter’s Warrants



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and the underlying Warrant Shares, the “Underwriter’s Securities”) are
outstanding, the Company shall, on two occasions only, give the Holder and all
the then holders of such Underwriter’s Securities at least 30 days prior
written notice of the filing of such registration statement. If requested by
the Holder or by any such holder in writing within 20 days after receipt of any
such notice, the Company shall, at the Company’s sole expense (other than the
fees and disbursements of counsel for the Holder or such holder and the
underwriting discounts, if any, payable in respect of the securities sold by
the Holder or any such holder), register or qualify the Warrant Shares of the
Holder or any such holders who shall have made such request concurrently with
the registration of such other securities, all to the extent requisite to
permit the public offering and sale of the Warrant Shares requested to be
registered, and will use its best efforts through its officers, directors,
auditors and counsel to cause such registration statement to become effective
as promptly as practicable. Notwithstanding the foregoing, if the managing
underwriter of any such offering shall advise the Company in writing that, in
its opinion, the distribution of all or a portion of tie Warrant Shares
requested to be included in the registration concurrently with the securities
being registered by the Company would materially adversely affect the
distribution of such securities by the Company for its own account, then the
Holder or any such holder who shall have requested registration of his or its
Warrant Shares shall delay the offering and sale of such Warrant Shares (or the
portions thereof so designated by such managing underwriter) for such period,
not to exceed 90 days, as the managing underwriter shall request, provided that
no such delay shall be required as to any Warrant Shares if any securities of
the Company are included in such registration statement for the account of any
person other than the Company and the Holder unless the securities included in
such registration statement for such other person shall have been reduced pro
rata to the reduction of the Warrant Shares which were requested to be included
in such registration.



     (b) If at any time after                     , 200   (one year after the Effective
Date of the Registration Statement), and before                     , 200   (five years
after the Effective Date of the Registration Statement), the Company shall
receive a written request from holders of Underwriter’s Securities who, in the
aggregate, own (or upon exercise of all Representatives Warrants will own) a
majority of the total number of Warrant Shares, the Company shall, as promptly
as practicable, prepare and file with the Commission a registration statement
sufficient to permit the public offering and sale of the Warrant Shares, and
will use its best efforts through its officers, directors, auditors and counsel
to cause such registration statement to become effective as promptly as
practicable; provided, however, that the Company shall only be obligated to
file and obtain effectiveness of one such registration statement for which all
expenses incurred in connection with such registration (other than the fees and
disbursements of counsel for the Holder or such holders and underwriting
discounts, if any, payable in respect of the Warrant Shares, sold by the Holder
or any such holder) shall be borne by the Company.



     (c) In addition to the rights above provided, the Company will cooperate
with the then holders of the Underwriter’s Securities in preparing and signing
a registration statement, on two occasions only, in addition to the
registration statement discussed above, required in order to sell or transfer
the Warrant Shares and will supply all information required therefor, but such
additional registration statements shall be at the then holders’ cost and
expense unless the Company elects to register additional shares of the
Company’s Common Stock in which case the cost and expense of such registration
statement will be prorated between the Company and the



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Holders of the Warrant Shares according to the aggregate sales prices of
the securities being issued.



     (d) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall use its best efforts to cause the Warrant Shares
so registered to be registered or qualified for sale under the securities or
blue sky laws of such jurisdictions as the Holder or such holders may
reasonably request; provided, however, that the Company shall not be required
to qualify to do business in any state by reason of this paragraph 8(d) in
which it is not otherwise required to qualify to do business and provided
further, that the Company has no obligation to qualify the Warrant Shares where
such qualification would cause any unreasonable delay or expenditure by the
Company.



     (e) The Company shall keep effective any registration or qualification
contemplated by this paragraph 8 and shall from time to time amend or
supplement each applicable registration statement, preliminary prospectus,
final prospectus, application, document and communication for such period of
time as shall be required to permit the Holder or such holders to complete the
offer and sale of the Warrant Shares covered thereby. The Company shall in no
event be required to keep any such registration or qualification in effect for
a period in excess of nine months from the date on which the Holder and such
holders are first free to sell such Warrant Shares; provided, however, that if
the Company is required to keep any such registration or qualification in
effect with respect to securities other than the Warrant Shares beyond such
period, the Company shall keep such registration or qualification in effect as
it relates to the Warrant Shares for so long as such registration or
qualification remains or is required to remain in effect in respect of such
other securities.



     (f) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall furnish to the Holder and to each such holder
such reasonable number of copies of the registration statement and of each
amendment and supplement thereto (in each case, including all exhibits), such
reasonable number of copies of each prospectus contained in such registration
statement and each supplement or amendment thereto (including each preliminary
prospectus), all of which shall conform to the requirements of the Act and the
rules and regulations thereunder, and such other documents as the Holder or
such holders may reasonably request in order to facilitate the disposition of
the Warrant Shares included in such registration.



     (g) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall furnish the Holder and each holder of any
Warrant Shares so registered with an opinion of its counsel to the effect that
(i) the registration statement has become effective under the Act and no order
suspending the effectiveness of the registration statement, preventing or
suspending the use of the registration statement, any preliminary prospectus,
any final prospectus, or any amendment or supplement thereto has been issued,
nor to such counsel’s actual knowledge has the Securities and Exchange
Commission or any securities or blue sky authority of any jurisdiction
instituted or threatened to institute any proceedings with respect to such an
order, and (ii) the registration statement and each prospectus forming a part
thereof (including each preliminary prospectus), and any amendment or
supplement thereto, complies as to form with the Act and the rules and
regulations thereunder. Such counsel shall also provide a



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Blue Sky Memorandum setting forth the jurisdictions in which the Warrant
Shares have been registered or qualified for sale pursuant to the provisions of
paragraph 8(c).



     (h) The Company agrees that until all the Warrant Shares have been sold
under a registration statement or pursuant to Rule 144 under the Act, it shall
keep current in filing all reports, statements and other materials required to
be filed with the Commission to permit holders of the Warrant Shares to sell
such securities under Rule 144.



     (i) The Holder and any holders who propose to register their Warrant
Shares under the Act shall execute and deliver to the Company a selling
stockholder questionnaire on a form to be provided by the Company.



     (j) The Company shall not be required by the terms hereof to file a
registration statement if, in the opinion of counsel to the holders of the
Underwriter’s Securities and counsel for the Company (or, should they not
agree, in the opinion of another counsel experienced in securities law matters
acceptable to counsel for the holders of Underwriter’s Securities and the
Company), the proposed public offering or other transfer as to which such
registration statement is requested to be filed is exempt from applicable
federal and state securities laws, rules, regulations and would result in
unaffiliated purchasers or transferees obtaining securities that are not
“restricted securities” as that term is defined in Rule 144 under the Act.



     9. (a) Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless the Holder, any holder of any of the Underwriter’s
Securities, their officers, directors, partners, employees, agents and counsel,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), from and against any and all loss, liability,
charge, claim, damage and expense whatsoever (which shall include, for all
purposes of this Section 9, but not be limited to, attorneys’ fees, expert
witness fees, and any and all expense whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation), as and when incurred, arising out of, based upon, or in connection
with (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in any registration statement, preliminary prospectus or final
prospectus (as from time to time amended and supplemented), or any amendment or
supplement thereto, or (B) in any application or other document or
communication (in this Section 9 collectively called an “application”) executed
by or on behalf of the Company or based upon written information furnished by
or on behalf of the Company filed in any jurisdiction in order to register or
qualify any of the Underwriter’s Securities under the securities or blue sky
laws thereof or filed with the Commission or any securities exchange; or any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon and in conformity with written
information furnished to the Company with respect to the Holder or any holder
of any of the Underwriter’s Securities by or on behalf of such person expressly
for inclusion in any registration statement, preliminary prospectus, or final
prospectus, or any amendment or supplement thereto, or in any application, as
the case may be, or (ii) any breach of any representation, warranty, covenant
or agreement of the Company contained in this Underwriter’s Warrant. The
foregoing agreement to indemnify



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shall be in addition to any liability the Company may otherwise have,
including liabilities arising under this Underwriter’s Warrant. If any action
is brought against the Holder or any holder of any of the Underwriter’s
Securities or any of its officers, directors, partners, employees, agents or
counsel, or any controlling persons of such person (an “indemnified party”) in
respect of which indemnity may be sought against the Company pursuant to the
foregoing paragraph, such indemnified party or parties shall promptly notify
the Company in writing of the institution of such action (but the failure so to
notify shall not relieve the Company from any liability it may otherwise have
to Holder or any holder of any of the Underwriter’s Securities) and the Company
shall promptly assume the defense of such action, including the employment of
counsel (reasonably satisfactory to such indemnified party or parties) and
payment of expenses. Such indemnified party or parties shall have the right to
employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties
unless the employment of such counsel shall have been authorized in writing by
the Company in connection with the defense of such action or the Company shall
not have promptly employed counsel reasonably satisfactory to such indemnified
party or parties to have charge of the defense of such action or such
indemnified party or parties shall have reasonably concluded that there may be
one or more legal defenses available to it or them or to other indemnified
parties which are different from or additional to those available to the
Company, in any of which events such fees and expenses shall be borne by the
Company and the Company shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties; provided, however, that
the Company shall in no event be responsible or liable for the fees and
expenses of more than two law firms in connection with any such proceeding.
Anything in this paragraph to the contrary notwithstanding, the Company shall
not be liable for any settlement of any such claim or action effected without
its written consent.



     (b) The Holder and each holder agrees to indemnify and hold harmless the
Company, each director of the Company, each officer of the Company who shall
have signed any registration statement covering the Underwriter’s Securities
held by the Holder and each holder and each other person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
the Holder and each holder in paragraph 9(a), but only with respect to
statements or omissions, if any, made in any registration statement,
preliminary prospectus, or final prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto, or in any application,
in reliance upon and in conformity with written information furnished to the
Company with respect to the Holder and each holder by or on behalf of the
Holder and each holder expressly for inclusion in any such registration
statement, preliminary prospectus, or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be. If any action
shall be brought against the Company or any other person so indemnified based
on any such registration statement, preliminary prospectus, or final
prospectus, or any amendment or supplement thereto, or in any application, and
in respect of which indemnity may be sought against the Molder and each holder
pursuant to this paragraph 9(b), the Holder and each holder shall have the
rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the indemnified
parties, by the provisions of paragraph 9(a).



     (c) To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification pursuant to paragraph 9(a) or 9(b)
(subject to the limitations



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thereof) but it is found in a final judicial determination, not subject to
further appeal, that such indemnification may not be enforced in such case,
even though this Agreement expressly provides for indemnification in such case,
or (ii) any indemnified or indemnifying party seeks contribution under the Act,
the Exchange Act or otherwise because the indemnification provided for in this
Section 9 is for any reason held to be unenforceable by the Company and the
Holder and any holder, then the Company (including for this purpose any
contribution made by or on behalf of any director of the Company, any officer
of the Company who signed any such registration statement and any controlling
person of the Company), as one entity, and the Holder and any holder of any of
the Underwriter’s Securities included in such registration in the aggregate
(including for this purpose any contribution by or on behalf of the Holder or
any holder), as a second entity, shall contribute to the losses, liabilities,
claims, damages and expenses whatsoever to which any of them may be subject, on
the basis of relevant equitable considerations such as the relative fault of
the Company and the Holder or any such holder in connection with the facts
which resulted in such losses, liabilities, claims, damages and expenses. The
relative fault, in the case of an untrue statement, alleged untrue statement,
omission or alleged omission, shall be determined by, among other things,
whether such statement, alleged statement, omission or alleged omission relates
to information supplied by the Company, by the Holder or by any holder of
Representatives Securities included in such registration, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement, alleged statement, omission or alleged omission. The
Company and the Holder agree that it would be unjust and inequitable if the
respective obligations of the Company and the Holder for contribution were
determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages and expenses (even if the Holder and the other
indemnified parties were treated as one entity for such purpose) or by any
other method of allocation that does not reflect the equitable considerations
referred to in this paragraph 9(c). No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this paragraph 9(c), each person, if any,
who controls the Holder or any holder of any of the Underwriter’s Securities
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act and each officer, director, partner, employee, agent and counsel of each
such person, shall have the same rights to contribution as such person and each
person, if any, who controls the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, each officer of the Company who
shall have signed any such registration statement, and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the provisions of this paragraph 9(c). Anything in this paragraph
9(c) to the contrary notwithstanding, no party shall be liable for contribution
with respect to the settlement of any claim or action effected without its
written consent. This paragraph 9(c) is intended to supersede any right to
contribution under the Act, the Exchange Act or otherwise.



     10. Unless the Warrant Shares have been registered or an exemption from
such registration is available, the Warrant Shares issued upon exercise of the
Underwriter’s Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any such Warrant Shares shall bear the
following legend:



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, NOR HAVE THEY BEEN REGISTERED



11









 





UNDER THE SECURITIES (“BLUE SKY”) LAWS OF ANY STATE. THESE
SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND UNDER THE APPLICABLE STATE SECURITIES (“BLUE SKY”) LAWS
OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND LAWS IS ESTABLISHED TO THE SATISFACTION OF THE
COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER’S
COUNSEL SATISFACTORY TO COMPANY COUNSEL.



     11. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Underwriter’s Warrant (and upon
surrender of any Underwriter’s Warrant if mutilated), and upon reimbursement of
the Company’s reasonable incidental expenses and receipt of an indemnity
agreement from any Holder seeking a new Underwriter’s Warrant, the Company
shall execute and deliver to the Holder thereof a new Underwriter’s Warrant of
like date, tenor and denomination.



     12. The Holder of any Underwriter’s Warrant shall not have, solely on
account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Underwriter’s Warrant.



     13. This Underwriter’s Warrant shall be construed in accordance with the
laws of the State of Colorado, without giving effect to conflict of laws.



Dated:                     , 200  

	 	 	 	 	 
	 	INTEGRATED FINANCIAL

SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	John C. Herbers, President 	 
	 	 	 	 
	 





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FORM OF ASSIGNMENT




(To be executed by the registered holder if such holder desires

tto transfer the attached Underwriter’s Warrant.)




     FOR VALUE RECEIVED,                      hereby sells, assigns and
transfers unto                      Underwriter’s Warrants to purchase                     
shares of Common Stock of Integrated Financial Services, Inc. (the “Company”),
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                      attorney to transfer such
Underwriter’s Warrants on the books of the Company, with full power of
substitution.



     Dated:                     , 200  



	 	 	 
	 

	 	Signature:
	

	 	
 
	 

	 	Signature Guaranteed:
	

	 	
 








 









 








NOTICE




     The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Underwriter’s Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must
be guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.



ELECTION TO EXERCISE




(To be executed by the holder if such holder desires to

exercise the attached Underwriter’s Warrant)




     The undersigned hereby exercises his or its rights to subscribe for shares
of Common Stock covered by the within Underwriter’s Warrant (each as defined in
the within Underwriter’s Warrant) and tenders payment herewith in the amount of
$                      in accordance with the terms thereof, and requests that
certificates for such Warrants be issued in the name of, and delivered to:














(Print Name, Address and Social Security or
Tax Identification Number)


and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Underwriter’s Warrant, that a new Underwriter’s
Warrant for the balance of the Underwriter’s Warrants (or portions thereof)
covered by the within Underwriter’s Warrant be registered in the name of, and
delivered to, the undersigned at the address stated below.



	 	 	 	 	 
	Name:
	 	 	 	 
	 
	 	
 
	

	 	 	 	(Print)
	Address:
	 	 	 	 
	 
	 	
 
	Dated:
	 	 	 	 
	 
	 	
 
	Signature:
	 	 	 	 
	 
	 	
 
	Signature Guaranteed:
	 	 	 	 
	 
	 	
 







 









 





NOTICE




     The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Underwriter’s Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must
be guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.




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