SC 13D

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

PlanGraphics, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

72705C 100

(CUSIP Number)

Paul A. Henley, President

Integrated Freight Corporation

Suite 200

6371 Business Boulevard

Sarasota, Florida 34240

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 4, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box.
CUSIP No. 72705C 100
(1) Names of reporting persons: Integrated Freight Corporation, a Florida corporation
(2) Check the appropriate box if a member of a group -
(a) member of the group and the membership is expressly affirmed
(b) disclaims membership in a group	X
(3) SEC use only -
(4) Source of funds: OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization: State of Florida, United States of America
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 500 shares of Mandatory Redeemable Series A preferred stock convertible and which on May 29, 2009 were converted into 524,120,691 shares of common stock, no par value per share
(8) Shared voting power: none
(9) Sole dispositive power: 500 shares of Mandatory Redeemable Series A preferred stock convertible and which on May 29, 2009 were converted into 524,120,691 shares of common stock, no par value per share
(10) Shared dispositive power: none
(11) Aggregate amount beneficially owned by each reporting person: 500 shares of Mandatory Redeemable Series A preferred stock convertible and which on May 29, 2009 were converted into 524,120,691 shares of common stock, no par value per share
(12) Check if the aggregate amount in Row (11) excludes certain shares -
(13) Percent of class represented by amount in Row (11): 80.2 percent
(14) Type of reporting person: CO

Item 1. Security and Issuer.

Common Stock, no par value per share

PlanGraphics, Inc.

112 East Main Street

Frankfort, KY 40601

Item 2. Identity and Background.

Certain information about the reporting person and each director and executive officer of the reporting person is set forth below.

Reporting person -
(a)	Name:	Integrated Freight Corporation
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Principal Occupation	Small motor freight company
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	Incorporated in the State of Florida
Director, principal executive officer, principal financial officer and principal accounting officer of reporting person -
(a)	Name:	Paul A. Henley
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Principal Occupation	President and Chief Executive and Financial Officer of reporting person
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	United States of America
Director of reporting person -
(a)	Name:	Henry P. Hoffman
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Occupation	Not applicable
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	United States of America
Chief operating officer of reporting person -
(a)	Name:	Steven E. Lusty
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Occupation	Chief Operating Officer of reporting person
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	United States of America
Director of reporting person -
(a)	Name:	T. Mark Morris
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Occupation	Chief Operating officer of subsidiary of reporting person
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	United States of America

Director of reporting person -
(a)	Name:	Monte W. Smith
(b)	Address:	Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(c)	Occupation	Chief Operating officer of subsidiary of reporting person
(d)	Criminal Convictions	None
(e)	Civil Proceedings	None
(f)	Citizenship	United States of America

Item 3. Source and Amount of Funds or Other Consideration.

The reporting person purchased the 500 shares of Mandatory Redeemable Series A preferred stock for consideration consisting of the reporting person’s promissory note dated May 15, 2009 issued to the seller in the principal amount of $167,000, due May 15, 2010, with interest at eight percent per annum and 1,307,822 shares of the reporting person’s common stock. The reporting person expects to either pay the promissory note from working capital or from the proceeds from financing. With respect to the reporting person’s promissory note, the seller of the 500 shares of Mandatory Redeemable Series A preferred stock to the reporting person and the holder of the reporting person’s promissory note is Nutmeg/Fortuna Fund LLLP, an Illinois limited liability limited partnership with its principal place of business located at Suite 10, 155 Revere Drive, Northbrook, IL 60062.

Item 4. Purpose of Transaction.

The purpose of the acquisition of securities of PlanGraphics was to convert the 500 shares of Mandatory Convertible Series A preferred stock into 524,120,691 shares of common stock, no par value per share, or 80.2 percent of Plangraphics’ issued and outstanding common stock, and to complete the following transactions.

(a) In connection with the reporting person’s acquisition of PlanGraphics’ securities, no acquisition and no disposition of additional securities of PlanGraphics was made by any other person, except the sale of the securities by Nutmeg/Fortuna Fund LLLP to the reporting person;

(b) The reporting person intends to merge PlanGraphics into the reporting person, subject to an effective registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission;

(c) A sale of PlanGraphics’ operating subsidiary will occur immediately following the merger of PlanGraphics into the reporting person;

(d) A change in the present board of directors and management of PlanGraphics will occur as a consequence of the merger of PlanGraphics into the reporting person, in that PlanGraphics will cease to exist as a separate corporation and the present board of directors and management of the reporting person will beome the board of directors and management of the surviving entity, resulting in an increase in the number of directors “of” PlanGraphics to five directors (or such number of directors as the reporting person may then have at the date of the merger) from one director and PlanGraphics’ incumbent director will resign;

(e) The present capitalization of PlanGraphics will be changed, initially by a one to 244.8598 reverse stock split and followed as a consequence of the merger of PlanGraphics into the reporting person to reflect the capitalization of the reporting person as the entity surviving the merger. Neither the reporting person nor PlanGraphics has paid or intends to pay dividends in the foreseeable future;

(f) In connection with the merger of PlanGraphics into the reporting person, PlanGraphics will cease to conduct its current business as conducted by its wholly owned subsidiary and the reporting person as the entity surviving the merger will continue to conduct its business as before the merger;

(g) PlanGraphics’ Colorado charter will be surrendered or terminated in the merger of PlanGraphics into the reporting person and PlanGraphics’ bylaws will be superseded by the bylaws of the reporting person, none of which impede the acquisition of control of PlanGraphics by any person;

(h) The transactions identified in this report will not cause PlanGraphics securities to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) The transactions identified in this report will not cause any class of equity securities of PlanGraphics becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Not applicable

Item 5. Interest in Securities of the Issuer.

(a)(i) The aggregate number of shares of Mandatory Redeemable Series A preferred stock was 500 shares, constituting one hundred percent of the class;

(a)(ii) The aggregate number of shares of common stock, no par value per share, into which the Mandatory Redeemable Series A preferred stock was convertible and which on May 29, 2009 it was converted is 524,120,691 shares, constituting 80.2 percent of the class;

(b) The reporting person has the sole power to vote and the sole power to dispose of the 524,120,691 shares of common stock. The individual persons identified in Item 2 as directors of the reporting person have, by majority vote as a group, the shared power to vote and the shared power to dispose of the 524,120,691 shares of common stock;

(c) There were no transactions in the common stock, other than as reported in this Schedule 13D effected during the sixty days preceding the date this Schedule 13D should have been filed nor between that date and the date of filing of this Schedule 13D by any person named in response to Item 2.

(d) No person other than the reporting person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, 524,120,691 shares of common stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the PlanGraphics, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into.

Item 7. Exhibits.

Rule 13d–1(k) agreement	None
(2)(a)	Amended & Restated Stock Purchase Agreement [Nutmeg/Fortuna Fund, LLLP]
(2)(b)	Stock Purchase Agreement [PlanGraphics]
(3)	None

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 4, 2009

Integrated Freight Corporation

By: /s/ Paul A. Henley

Paul A. Henley

President and Principal Executive Officer

EX-2.01

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

Stock Purchase Incident to Change of Control

This Amended and Restated Stock Purchase Agreement (the “Agreement”) is entered into as of May 1, 2009, by and between Nutmeg/Fortuna Fund, LLLP, an Illinois limited liability limited partnership with its principal place of business located at Suite 10, 155 Revere Drive, Northbrook, IL 60062, (the “Seller”) and Integrated Freight Systems, Inc., a Florida Corporation with its principal place of business located at Suite 200, 6371 Business Boulevard, Sarasota, FL 34240 (the “Purchaser”). Each of the Seller and Purchaser shall be referred to as a “Party” and collectively as the “Parties”.

PREAMBLE

WHEREAS, the Seller is the registered owner of 500 shares of Series A 12% Redeemable Preferred Stock, $0.001 par value (the “Preferred Stock”) issued by PlanGraphics, Inc. (“PGRA”), a publicly traded, reporting Colorado corporation; and

WHEREAS, the Parties entered into a Stock Purchase Agreement dated March 4, 2009 (Original Purchase Agreement) pursuant to which the Seller agreed to sell and the Purchaser agreed to purchase 100.0000008 shares of the Preferred Stock; and

WHEREAS, the Purchaser had paid a deposit of $5,000.00 against the original purchase price in the Original Purchase Agreement by delivery of that amount to PGRA’s independent public accountant in payment of audit or review fees; and

                WHEREAS, the Seller has made a Series A Redemption Request, offering in the alternative to a cash redemption to redeem all 500 shares of Preferred Stock (including the 100.0000008 shares to be purchased by the Purchaser pursuant to the Original Purchase Agreement) for shares of PGRA’s common stock (the “Common Stock”), the number of such common shares to be determined by dividing the Series A Redemption Price at the Series A Redemption Date $0.00165, which represents the per share volume weighted average of the highest and lowest closing prices for the Corporation’s common stock published by OTC Bulletin Board for the 60 day period commencing on February 15, 2009 and ending on April 15, 2009; and

WHEREAS, PGRA’s board of directors has approved the redemption of the Preferred Stock for the Common Stock; and

WHEREAS, the Seller and the Purchaser desire to amend and restate the Original Purchase Agreement, as provided herein below;

NOW, THEREFORE, in consideration for the Original Purchase Agreement and the deposit made with respect thereto, the Parties covenant, promise and agree as follows:

AGREEMENT

1. Defined terms. All capitalized terms not defined herein are defined in the Certificate of Designation for the Preferred Stock filed with the Secretary of State of Colorado.

2. Terms of the purchase. The Seller will sell and the Purchaser will purchase the 500 shares of Preferred Stock for a price of $167,000 and 1,307,822 shares of Purchaser’s common stock, par value $0.001 per share, as provided in and subject to the terms and conditions set forth herein. The purchase price, due at the closing

(“Closing”), will be paid by delivery of the Purchaser’s promissory note, due in one year with simple interest at a rate of eight percent per annum, and certificates representing the shares of Purchaser’s common stock. The Seller will deliver certificates representing the Preferred Stock at the closing of the transaction against delivery of the Purchaser’s promissory note and Purchaser’s common stock. The Preferred Stock is and the Purchaser’s common stock will be “restricted securities” as defined in Rule 144 under the Securities Act of 1933. The Seller will enter into a Lockup – Leak-out Agreement in the form of Exhibit “A” with respect to the Purchaser’s common stock.

3. Conditions precedent to completion of sale and purchase. The following conditions shall be satisfied before the Purchaser shall be obligated to complete its purchase of the Preferred Stock:

(a) The Common Stock for which the Preferred Stock is redeemed shall constitute more than one-half of PGRA’s issued and outstanding common stock and PGRA shall have no other options, warrants or other rights outstanding for the purchase of its common stock or other equity securities, except management options currently outstanding for the purchase of not more than 5,666,432 shares of common stock.

(b) The Seller shall have agreed to accept certain income interests from PGRA’s operating subsidiary (“PGI MD”) in full payment of principal of and accrued interest on a January 14, 2009 Convertible Debenture in the principal amount of $30,000 issued by PGRA and to release PGRA from liability therefore and Nutmeg Group LLC shall have released its security interests related to the Preferred Stock.

4. Conditions subsequent to be satisfied. At or after the sale and purchase contemplated by this Agreement, the following conditions subsequent must be satisfied. In the event any one or more such conditions is not satisfied, the Purchaser, at its sole option, may cancel its promissory note and the shares of its common stock issued to the Seller and thereupon shall return to the Seller the Preferred Stock or the Common Stock for which the Preferred Stock has been redeemed.

(a) PGRA’s aggregate liabilities, known, contingent and unknown, shall not exceed an aggregate of $28,000, all other liabilities having been assumed by PGI MD, PGRA released from the assumed liabilities and PGI MD shall have indemnified PGRA to the Purchaser’s reasonable satisfaction against the assumed liabilities and shall maintain the Seller’s directors and officers liability insurance “tail” policy in effect on the date of this Agreement covering Antenucci and Beisser for events occurring while they served as directors or officers of the Seller with continuous coverage without gap or lapse for the three-year period commencing on a change in control;

(b) PGRA shall have transferred all of its assets (other than PGI MD common stock) to PGI MD in full payment of all debts and obligations PGRA owes to PGI MD.

(c) PGRA shall have sold all of PGI MD’s common stock (with stockholder approval) to John C. Antenucci;

(d) PGRA shall have terminated all employees who are employed by it on the date hereof, and settled all employment agreements, without any cost to PGRA in either case;

(e) One or more designees of the Purchaser shall have been elected as the directors of PGRA and PGRA’s current directors, officers and employees shall have resigned;

(f) PGRA shall have reverse split its issued and outstanding common stock (with stockholder approval) in a ratio of 1 to 244.8598;

(g) The Seller, Mr. Antenucci, Frederick G. Beisser and PGI MD shall each enter into a lockup – leak out agreement with respect to any common stock of PGRA that he or it now owns or that he or it receives in connection with Purchaser’s acquisition of control of PGRA.

(h) PGI MD shall have agreed in writing to provide reasonable access at its expense to its books and records as may be required, and to cooperate in the audit thereof, by PGRA’s independent public accountant during normal business hours upon three business days’ notice as and to the extent required for PGRA to satisfy its reporting obligations under the Securities Exchange Act of 1934.

5. Closing. When the conditions identified in Section 3 have been satisfied, the sale and purchase of the Preferred Stock will be closed at a time and place to be determined by the Parties.

6. Press releases. No Party will issue a press release regarding the subject matter of this Agreement and the transactions contemplated hereby, before closing, without the prior approval thereof by the other Party and its counsel.

7. Representations and warranties by the Seller. The Seller represents, warrants and agrees as follows:

(a) The Seller is the legal and beneficial owner of the Preferred Stock;

(b) The Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, including the sale of the Common Stock; and

(c) The Seller does not know or have reason to know why all of the transactions contemplated by this Agreement cannot be consummated as planned and the Seller’s sale of the Preferred Stock has been approved by the United States District Court for the Northern District of Illinois.

8.Representations and warranties by the Purchaser. Purchaser hereby represents, warrants and agrees as follows:

(a) Purchaser has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, including the purchase of the Common Stock.

(b) The information heretofore furnished by Purchaser to the Seller for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by Purchaser to the Seller will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

(c) The Purchaser does not know or have reason to know why all of the transactions contemplated by this Agreement cannot be consummated as planned.

9. Superseding prior agreement. This Agreement amends and restates the Original Purchase Agreement. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification.

10. Binding effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns.

11. Construction and jurisdiction. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Manatee County, Florida.

12. Material terms. The Parties agree and stipulate that each and every recital contained in the preamble and every term and condition contained in this Agreement is material, and that each and every recital, term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement.

13. Time of essence. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement.

14. Entire agreement. This Agreement and the agreements generally or specifically identified herein, including a Stock Purchase Agreement to be executed between PGRA and Antenucci, (the “Transaction Agreements”) set forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied or to be embodied in the Transaction Documents or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

15. Jurisdiction, venue and governing law. Any suit for enforcement of this Agreement shall be brought in the United States District Court for the Middle District of Florida, Tampa Division, and the parties irrevocably consent to the jurisdiction of said court and the venue therein. This Agreement shall be construed in Florida law, not including the conflict of law rules thereof.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.

Nutmeg/Fortuna Fund, LLLP

By: /s/ Randall S. Goulding

Randall S. Goulding, Managing Member of its General Partner

Integrated Freight Systems, Inc.

By: /s/ Paul A. Henley

Paul A. Henley, President

EX-2.02

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is entered into as of May 1, 2009, by and between PlanGraphics, Inc., a Colorado corporation having its principal place of business at 112 East Main Street, Frankfort, Kentucky, 40601 (the “Seller”), the Seller’s wholly owned subsidiary, PlanGraphics, Inc., a Maryland Corporation ( “PGI MD”), John C. Antenucci whose mailing address is PO Box 1503 Frankfort, KY 40602, (“Antenucci”), Frederick G. Beisser whose residence address is 796 Tioga Trail, Parker CO 80134 (“Beisser”), Integrated Freight Systems, Inc., a Florida corporation (“Integrated”), The Nutmeg Group, LLC (“Nutmeg Group”) and The Nutmeg Fortuna Fund, LLLP (“Fortuna Fund”).

PREAMBLE

WHEREAS, PGI MD is a wholly owned subsidiary of the Seller;

WHEREAS, Fortuna Fund has reached an agreement with Integrated as set forth in an Amended and Restated Stock Purchase Agreement, Stock Purchase Incident to Change of Control (the “Integrated Transaction”) (attached hereto as Exhibit “A” and made a part hereof), so that after giving effect to the Integrated Transaction and the issuance of the Seller’s common stock to Integrated, Integrated will own 80.2% of the outstanding stock of the Seller;

WHEREAS, the Integrated Transaction requires the Seller to transfer all of its assets except pre-paid insurance, including but not limited to the Seller’s outstanding PGI-MD common stock, and liabilities except as provided herein;

WHEREAS, the Seller desires to sell PGI MD to Antenucci as provided in this Agreement to accommodate the Integrated Transaction;

WHEREAS, Beisser is entitled to certain benefits and compensation as a result of an Executive Employment Agreement in effect;

WHEREAS, Seller has promised and Antenucci is entitled to certain benefits and compensation as a result of an Executive Employment Agreement in effect and is due from Seller accrued but unsecured amounts for deferred payments and reimbursements from the general account or assets of Seller;

WHEREAS, PGI MD will agree to maintain the Seller’s directors and officers liability insurance “tail policy” in effect on the date of this Agreement that covering Antenucci and Beisser without gap or lapse for the three year period commencing on the Change of Control ;

NOW, THEREFORE, in consideration for the expectations of the Parties as set forth in the preamble hereto, the Parties covenant, promise and agree as follows:

AGREEMENT

1.Incorporation by Reference. The preamble and exhibits attached hereto are, and each of them is, incorporated herein by this reference, as if fully stated herein.

2.         Sale and purchase of PGI MD. The Seller shall sell and Antenucci shall purchase all of PGI MD’s common stock (the “Shares”). In consideration for the Shares, Antenucci shall: (1) relieve Seller from its unsecured promise to make severance payments from its general account or assets and forego any claim associated with such promise pursuant to his Executive Employment Agreement, and (2) voluntarily terminate his Executive Employment Agreement at the time and in the manner to be agreed by Integrated and Antenucci.

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3.         Related transactions.Assuming satisfaction of the conditions set forth in Section 4, then effective upon the Closing:

(a) PGI MD will release the Seller from all debts and obligations owed by the Seller to PGI MD (including any intercompany debts and obligations) in consideration for the issuance by Integrated to PGI MD of 0.875% of Integrated’s (as the survivor of the merger described below) common stock, based on the Seller’s total number of shares of common stock issued and outstanding immediately prior to the date hereof, and an equal number of common stock purchase warrants, exercisable for two years at a price of $0.50 per share, in each case issued by Integrated.

(b) PGI MD shall assume all liabilities and obligations of the Seller as set forth in Exhibit “B” hereto, including (i) all known, unknown and contingent liabilities and obligations, and (iii) the January 14, 2009 Convertible Debenture due February 28, 2009 in the principal amount of $30,000 to the Fortuna Fund (the “Convertible Debenture”) and (iii) the Seller’s liabilities and obligations relating to the directors and officers liability insurance described in paragraph 3(e), below, but excluding liabilities in the amount not to exceed $28,000 in the aggregate, and shall indemnify the Seller against suit to collect, including attorney’s fees and costs and the collection thereof in consideration for the Seller’s bargain, sale, transfer and assignment of all of the Seller’s assets, other than the Shares.

(c) Antenucci shall relieve Seller from its promise to make payment of accrued but unsecured amounts of deferred payments and reimbursements from its general account or assets and forego any claims associated therewith in consideration for Integrated (i) issuing to Antenucci 0.293% of Integrated’s (as the survivor of the merger described below) common stock, based on the Seller’s total number of shares of common stock issued and outstanding at the date hereof, (ii) issuing to Antenucci an equal number of common stock purchase warrants, exercisable for two years at a price of $0.50 per share, and (iii) purchasing and maintaining directors and officers liability insurance pursuant to paragraph 3(e), below.

(d) Beisser shall release Seller from all severance payments pursuant to his Executive Employment Agreement in consideration for Integrated (i) issuing to Beisser 0.373% of Integrated’s (as the survivor of the merger described below), based on the Seller’s total number of shares of common stock issued and outstanding at the date hereof, (ii) issuing to Beisser an equal number of common stock purchase warrants, exercisable for two years at a price of $0.50 per share, and (iii) purchasing and maintaining directors and officers liability insurance pursuant to paragraph 3(e), below.

  (e) PGI MD shall, and hereby agrees to maintain the Seller’s directors and officers liability insurance “tail” policy in effect on the date of this Agreement covering Antenucci and Beisser for events occurring while they served as directors or officers of the Seller with continuous coverage without gap or lapse for the three-year period commencing on a Change of Control; provided that during such three-year period, Integrated’s liability for indemnification of Antenucci or Beisser shall not exceed $125,000 per person in the aggregate, which is the amount of the deductible under the current policy; and provided further that after such three-year period PGI MD and Integrated shall have no liability to Antenucci and Beisser whatsoever to maintain directors and officers liability insurance or for indemnification under statute, the articles of incorporation, bylaws, contract or otherwise.

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  (f) Fortuna Fund shall cancel and discharge forever the Convertible Debenture and Nutmeg Group shall terminate and release its security interests in “Collateral” as defined in the Security Agreement dated August 21, 2006 between Nutmeg Group, Antenucci and the Seller in consideration for PGI MD’s agreements, as follows:

(i) an obligation of PGI MD to pay an aggregate of $300,000 with simple interest at 5% per annum, with annual payments limited to 2.5% of gross revenues (less VAT, pass through direct expenses and revenues from the Xmarc line of business); and

(ii) an obligation of PGI MD to pay an aggregate of $300,000 with simple interest at 5% per annum, with annual payments limited to 3.5% of gross revenues (less VAT and pass through direct expenses) from the XLOB line of business;

In both cases, subject to such annual verification reasonably acceptable to the Fortuna Fund and otherwise on terms and conditions more particularly described and set forth in that certain Debenture Discharge and Payment Agreement dated the date hereof by and among Fortuna Fund, Nutmeg Group, the Seller and PGI MD.

  (g) Subject to the reverse stock split of the Seller’s issued and outstanding common stock in a ratio of 1:244.8598, which will result in 404,961 shares issued and outstanding, and the merger of PGRA with and into Integrated, Integrated (as the survivor of the merger) shall issue (subject to registration pursuant to the Securities Act of 1933, if required) common stock purchase warrants to those stockholders of Integrated that were stockholders of record of the Seller on April 1, 2009, to purchase that number of shares of common stock equal to the number of shares that each such stockholder owns after giving effect to such reverse stock split, and such warrants shall be exercisable for two years following the date of issuance at a price of $0.50 per share.

  (h) Integrated shall, and hereby does, indemnify PGI MD, Antenucci and Beisser for actions and events leading to and related to this transaction and the Integrated transaction.

  (i) PGI MD, Antenucci and Beisser shall enter into a Lockup – Leak-out Agreement for the benefit of Integrated in the form of Exhibit “C”, hereto.

4. Conditions to completion of sale and purchase. The following must be completed before any party named herein, whether or not a direct party hereto, shall be obligated to complete the transactions under and described in this Agreement:

(a) The necessary and desirable approvals by each of the parties which each such party is required to obtain, including the approval of the stockholders of the Seller, shall have been given or obtained.

(b) The United States District Court for the Northern District of Illinois shall have entered its order approving the sale of the Preferred Stock by the Fortuna Fund to Integrated.

(c) The Fortuna Fund and Integrated shall have closed the sale of the Preferred Stock.

(d) All statutory requirements for the valid consummation by parties hereto of the transactions contemplated by this Agreement shall have been fulfilled and all authorizations, consents and approvals required to be obtained in order to permit the consummation of the transactions contemplated hereby shall have been obtained.

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(e) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any governmental authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Antenucci to own the capital stock of PGI MD and to control PGI MD, or (iv) affect adversely the right of PGI MD to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).

5. Closing. The transactions contemplated by this Agreement will be closed simultaneously herewith when the conditions identified in Section 4 have been satisfied (the “Closing”).

6. Representations and Warranties of the Seller. The Seller represents, warrants and agrees as follows:

(a) The Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; and

(b) The Seller owns all of the outstanding capital stock of PGI MD, free and clear of any liens, restrictions, security interests, claims, rights of another, or encumbrances other than the rights and obligations arising under this Agreement.

7. Representations and warranties by PGI MD. PGI MD hereby represents, warrants and agrees as follows:

(a) PGI MD has all requisite authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

8. Representations and Warranties by Antenucci and Beisser. Antenucci and Beisser, individually and not jointly, each represents, warrants and agrees for himself, as follows:

(a) He has the legal competency to enter into the transactions contemplated by this Agreement as to which he is a party; and

(b) Assuming satisfaction of the conditions set forth in Section 4, he does not know as of the date of this Agreement (i) of any reason why all of the transactions contemplated by this Agreement cannot be consummated on behalf of the Seller or PGI MD as planned, (ii) of any outstanding injunction, judgment, order, decree, ruling, or charge, or any action, suit, proceeding, hearing or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator, filed by one or more stockholders of the Seller, that would reasonably be expected to frustrate the transactions contemplated by this Agreement, or (iii) of any threat or claim of mismanagement, omission, malfeasance, fraud, deceit or other matter, made by one or more stockholders of the Seller against him with respect to his actions in the management of the Seller, or any reason or basis therefore or facts and circumstances that could give rise thereto, which would reasonably be expected, if successfully prosecuted against him or the Seller, to expose the Seller to damages in favor of such stockholder or stockholders or would reasonably be expected to give rise to a claim of indemnification by him against the Seller under statute, the articles of incorporation, bylaws, contract or otherwise.

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9. Representations and Warranties by Integrated. Integrated represents, warrants and agrees as follows:

(a) The Integrated has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; and

(b) Subject to paragraph 4(c), Integrated does not know or have reason to know why all of the transactions contemplated by this Agreement cannot be consummated as planned.

10. Amendment and revocation. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification.

11. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns.

12. Construction and jurisdiction. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Manatee County, Florida.

12. Material provisions. The Parties agree and stipulate that each and every recital contained in the preamble and every term and condition contained in this Agreement is material, and that each and every recital, term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement.

14. Entire agreement. This Agreement and the agreements generally or specifically identified herein (the “Transaction Agreements”) set forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied or to be embodied in the Transaction Documents or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

15. Public statements and cooperation with respect to filings under the Exchange Act. No party will issue any public statement, including press releases, regarding the subject matter of this Agreement and the transaction contemplated hereby before closing, without the prior approval thereof by the other party and its counsel, except to the extent required by applicable securities laws. The Seller and Integrated shall cooperate in the preparation of reports and disclosure statements required to be filed by the Seller pursuant to the Securities Exchange Act of 1934.

16. Execution and counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

[CORPORATE SEAL]	PlanGraphics, Inc., a Colorado corporation
Attest:
	By: /s/ John C. Antenucci
/s/ Jackson L. Morris	John C. Antenucci, President
Secretary or Assistant Secretary
[CORPORATE SEAL]	PlanGraphics, Inc., a Maryland corporation
Attest:
	By: /s/ John C. Antenucci
_____________________________	John C. Antenucci, President
Secretary or Assistant Secretary
/s/ John C. Antenucci	/s/ Frederick G. Beisser
John C. Antenucci, individually	Frederick G. Beisser, individually
Approved and agreed:	The Nutmeg Fortuna Fund, LLLP
	By: /s/ Randall S. Goulding
	Randall S. Goulding, Managing Member of the General Partner Managing Member of its General Partner
	The Nutmeg Group, LLC
	By: /s/ Randall S. Goulding
	Randall S. Goulding, Managing Member
	Integrated Freight Systems, Inc.
	By: /s/ Paul A. Henley
	Paul A. Henley, President

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