<SEQUENCE>1
<FILENAME>imsfrom_s8.txt

    As filed with the Securities and Exchange Commission on February 02, 2007
                                                 Registration No.  333

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       INTERNATIONAL MONETARY SYSTEMS, LTD.
               (EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)

             Wisconsin                                         39-1924096
       (STATE OF INCORPORATION)                             (I.R.S. EMPLOYER
                                                           IDENTIFICATION NO.)

              16901 West Glendale Drive, New Berlin, Wisconsin 53151
                    (Address of Principal Executive Offices)
                         _______________________________

        International Monetary Systems, Ltd 2000 Incentive Stock Option Plan
                              (full title of Plan)

                               Donald F. Mardak
                           Chief Executive Officer
                          16901 West Glendale Drive
                         New Berlin, Wisconsin 53151
                     (Name and Address of Agent for Service)

                                 With a copy to:
                             Robert J. Philipp, Esq.
                                Kranitz & Philipp
                               1238 Twelfth Avenue
                            Grafton, Wisconsin 53024
                                 (262) 375-0625

                         CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
<TABLE>
<CAPTION>

<S>                     <C>                <C>            <C>              <C>
 Title of                                 Proposed        Proposed
Securities               Amount            Maximum         Maximum        Amount of
  to be                   to be         Offering Price    Aggregate     Registration
Registered           Registered(1)(2)    Per Share(3)     Price (3)        Fee (4)
_____________________________________________________________________________

Common Stock, par value
$0.00001 per share      416,000 Shares      $0.50         $208,000         $22.26
Common Stock
______________________________________________________________________________
</TABLE>

     (1) This Registration Statement includes 2,000,000 shares to be registered
under the International Monetary Systems, Ltd. 2000 Incentive Stock Option Plan
("Plan"). The number of shares of Common Stock is the maximum number of shares
issuable upon the exercise of options or vesting or granting of other awards,
which may be granted pursuant to the Plan. This Registration Statement also
covers such additional number of shares of Common Stock as may become issuable
as a result of any future adjustments in accordance with the terms of the Plan,
and which result in an increase in the number of outstanding shares of Common
Stock available for award thereunder.

     (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
("Securities Act"), this Registration Statement also covers an indeterminate
number of additional shares of Common Stock to be offered or issued pursuant
to terms of the Plan that provide for a change in the number of securities
offered or issued as a result of a stock split, stock dividend or similar
transaction.

     (3) Represents shares subject to options outstanding under the Plan, the
exercise price for which is $0.50 per share.

     (4) The Amount of Registration Fee was calculated pursuant to Section 6(b)
of the Securities Act, which states that the fee shall be "$107 per $1,000,000
of the maximum aggregate price at which such securities are proposed to be
offered." The Amount of Registration Fee is therefore calculated by multiplying
the Proposed Maximum Aggregate Offering Price by 0.000107.


                                       2
<PAGE>

                                     PART I
                          INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS


     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act. Such documents need not be filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                    PART II
                         INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by International Monetary
Systems, Ltd. ("Registrant") are hereby incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, as filed with the Commission on April 14, 2006 and June 26,
2006 (amendment);
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006, as filed with the Commission on May 15, 2006;
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006, as filed with the Commission on August 14, 2006;
(d) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006, as filed with the Commission on November 14, 2006;
(e) The Registrant's Current Reports on Form 8-K, as filed with the Commission
on April 12, 2006, April 13, 2006, May 11, 2006, May 26, 2006, August 30, 2006,
September 29, 2006, November 22, 2006 and January 8, 2007, respectively;
(f) All other reports which the Registrant filed with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year covered by the document
referred to in item (a) above; and
(g) The description of the Registrant's securities contained in the
Registrant's Registration Statement on Form 8-A, as filed with the Commission
pursuant to Section 12 of the Exchange Act on May 10, 1999, including any
amendment or report filed for the purpose of updating such description.

   All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of filing of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

                                       3
<PAGE>

   All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of filing of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers.

   In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation.
In other cases, the Wisconsin statute provides that the corporation shall
indemnify a director or officer against liability unless the director or
officer breached or failed to perform a duty owed to the corporation and
such breach or failure meets certain specified criteria constituting, in
general, some act of misconduct. In addition, the corporation may reimburse
a director or officer for his expenses in defending against actions as they
are incurred upon the director's or officer's written request accompanied
by a written affirmation of his good faith belief that he has not breached
or failed to perform his duties to the corporation and a written undertaking
to repay amounts advanced if it is ultimately determined that indemnification
is not required under the Wisconsin Business Corporation Law. A court of
law may order that the corporation provide indemnification to a director or
officer if the court finds that the director or officer is entitled thereto
under the applicable statutory provision or is fairly and reasonably
entitled thereto in view of all the relevant circumstances, whether or not
such indemnification is required under the applicable statutory provision.

   The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.

   Provided that it is not determined by or on behalf of the corporation
that the director or officer breached or failed to perform a duty owed to
the corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, a Wisconsin corporation
may provide additional rights to indemnification under its articles of
incorporation or by-laws, by written agreement, by resolution of its board
of directors or by a vote of the holders of a majority of its outstanding
shares.

   The Registrant's By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Law. This provision is not exclusive of any other rights
to indemnification or the advancement of expenses to which a director or
officer may be entitled under any written agreement, resolution of directors,
vote of shareholders, by law or otherwise.

Item 7. Exemption from Registration Claimed.

   Not applicable.

Item 8. Exhibits.

   The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Index to Exhibits.

                                       4
<PAGE>

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this Registration Statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;

       (ii) To reflect in the prospectus any facts or events arising after the
       effective date of the Registration Statement (or the most recent post-
       effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement; notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) of the Securities Act if, in the
       aggregate, the changes in volume and price represent no more than a
       20% change in the maximum aggregate offering price set forth in the
       Calculation of Registration Fee table in the effective Registration
       Statement; and

       (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in the Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or furnished
   to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
   of the Exchange Act that are incorporated by reference in this Registration
   Statement.

   (2) That, for the purpose of determining any liability under the Securities
   Act, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered herein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination
   of the offering

   (4) That, for the purpose of determining liability of the Registrant under
   the Securities Act to any purchaser in the initial distribution of the
   securities, the Registrant undertakes that in a primary offering of
   securities of the Registrant pursuant to this Registration Statement,
   regardless of the underwriting method used to sell the securities to the
   purchaser, if the securities are offered or sold to such purchaser by means
   of any of the following communications, the Registrant will be a seller to
   the purchaser and will be considered to offer or sell such securities to
   such purchaser:

      (i) Any preliminary prospectus or prospectus of the Registrant relating
      to the offering required to be filed pursuant to Rule 424;

      (ii) Any free writing prospectus relating to the offering prepared by or
      on behalf of the Registrant or used or referred to by the Registrant;
      (ii) The portion of any other free writing prospectus relating to the
      offering containing material information about the Registrant or its
      securities provided by or on behalf of the Registrant; and
      (iv) Any other communication that is an offer in the offering made by
      the Registrant to the purchaser.

(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                        5
<PAGE>

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.



                                        6

<PAGE>

                                    SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Berlin, State of Wisconsin, on this 29 day of
January, 2007.

INTERNATIONAL MONETARY SYSTEMS, LTD.

By:  /s/ DONALD F. MARDAK
     -----------------------
         Donald F. Mardak
         Chief Executive Officer
         and President

                          SIGNATURES AND POWER OF ATTORNEY

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints Donald F. Mardak, Chief Executive Officer, his true and lawful
attorney-in-fact with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and any additional Registration Statement to be filed pursuant to
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may lawfully do or cause to be
done by virtue hereof.

    Signature               Title                               Date

/s/ DONALD F. MARDAK        Chief Executive Officer (Principal  January 29, 2007
    ----------------------  Executive Officer), President
    Donald F. Mardak        and Chairman of the Board


/s/ DANNY W. WEIBLING       (Principal Financial Officer)       January 29, 2007
    ----------------------   and Treasurer
    Danny W. Weibling

/s/ JOHN E. STRABLEY, JR.     Executive Vice President          January 29, 2007
    -----------------------   and Director
    John E. Strabley, Jr.

/s/ DALE L. MARDAK            Senior Vice President             January 29, 2007
    -----------------------   and Director
    Dale L. Mardak

/s/ GERALD G. VAN DYN HOVEN   Director                          January 29, 2007
    -----------------------
    Gerald G. Van Dyn Hoven

/s/ WAYNE W. EMMER            Director                          January 29, 2007
    -----------------------
    Wayne W. Emmer

/s/ THOMAS DELACY             Director                          January 29, 2007
    -----------------------
    Thomas DeLacy


                                        7

<PAGE>




 4.1*   International Monetary Systems, Ltd. 2000 Incentive Stock Option Plan
 5.1*   Opinion of Kranitz & Philipp
23.1*   Consent of Kranitz & Philipp (included in Exhibit 5.1)
23.2*   Consent of Webb & Company, P.A., Independent Registered Public
        Accounting Firm
23.3*   Consent of Smith & Gesteland, LLP, Independent Registered Public
        Accountants
24.1*   Power of Attorney (included on signature page hereof)


* Filed herewith.


<PAGE>

                                                                     EXHIBIT 4.1


                        INTERNATIONAL MONETARY SYSTEMS, LTD.
                          2000 INCENTIVE STOCK OPTION PLAN


   1. Statement of Purpose. The purpose of this Incentive Stock Option Plan
(the "Plan") is to benefit INTERNATIONAL MONETARY SYSTEMS, LTD. (the "Company")
through the maintenance and development of its businesses by offering certain
present and future key employees a favorable opportunity to become holders
of stock in the Company over a period of years, thereby giving them a
permanent stake in the growth and prosperity of the Company and encouraging
the continuance of their involvement with the Company and/or it subsidiaries.

   2. Administration.  The Plan shall be administered by the Stock Option
Committee (the "Committee"), consisting of not less than three non-employee
directors of the Company appointed by the Board of Directors. No non-employee
members of the Committee shall be eligible to receive a grant of option
pursuant to the plan. If no Committee shall be appointed, this Plan shall
be administered by the Board of Directors, which Board shall be deemed the
Committee for purposes of this Plan. The Committee shall have full and
plenary authority to interpret the terms and provisions of the Plan and,
in its sole discretion, may grant options to officers, directors and
employees who serve on the committee.

   3. Eligibility.  Options shall be granted only to key employees of the
Company and its subsidiaries, (including officers, and including directors
of the Company and its subsidiaries who are also employees) and to other
people-including prospective employees, owners of businesses that may be
acquired, or investors in the company-selected initially and from time to
time thereafter by the Committee on the basis of their importance to the
business of the Company or its subsidiaries.

   4. Granting Options.   The Committee may grant options under which a
total of not in excess of 500,000 shares of the $.0001 par value Common
Stock of the Company ("Company Stock") may be purchased from the Company,
subject to adjustment as provided in Section 11. Options granted under the
Plan are intended to be treated as incentive stock options as defined in
Section 422A of the Internal Revenue Code of 1986 (the "Code"). In the event
that an option expires or is terminated or cancelled unexercised, such
shares may again be optioned (including a grant in substitution for a
cancelled option). Shares subject to options may be made available from
unissued or reacquired shares of Common Stock. Nothing contained in the Plan
or in any option granted pursuant thereto shall confer upon any optionee
any right to be continued in the employment of the Company or any subsidiary
of the Company, or interfere in any way with the right of the Company or
its subsidiaries to terminate an employee's employment at any time.

   5. Option Price.  The option price shall be determined by the Committee and,
subject to the provisions of Section 11 hereof, shall be not less than the fair
market value, at the time the option is granted, of the shares of Common Stock
subject to the option. If one or more options are granted to an employee who,
at the time of grant, owns more than ten percent (10%) of the total voting
powers of all classes of stock of the Company or its subsidiaries, the option
price shall be 110% of said fair market value.

<PAGE>

           International Monetary Systems, Ltd. Option Plan  -  Page 2

   6. Duration of Options, Increment, and Extensions.  Subject to the
provisions of Section 8 hereof, each option shall be for a term of five years
but may be increased by the Committee at the date of grant for a period of up
to ten years. Each option shall become exercisable with respect to 25% of the
total number of shares subject to the option twelve months after the date of
its grant and, with respect to each additional 25%, at the end of each
twelve-month period thereafter during the succeeding three years provided,
however, that the Committee may, at any time during the period in which any
such outstanding option is not exercisable in full, accelerate the
exercisability of such option subject to such terms as the Committee deems
necessary and appropriate. Subject to the foregoing, all or any part of the
shares to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
	period.

   7. Exercise of Option.  An option may be exercised by giving written notice
to the Company, attention of the Secretary, specifying the number of shares to
be purchased. Any employee holding two or more options that are partially or
wholly exercisable at the same time may exercise said options (to the extent
they are then exercisable) in any order the employee chooses, regardless of
the order in which said options were granted. At the time of exercise of any
option, the Company may, if it shall determine it necessary or desirable for
any reason, require the optionee (or his heirs, legatees, or legal
representative, as the case may be) as a condition upon the exercise thereof
to deliver to the Company a written representation of present intention to
purchase the shares for investment and not for distribution. In the event
such representation is required to be delivered, an appropriate legend may
be placed upon each certificate delivered to the optionee upon his exercise
of part or all of the option and a stop transfer order may be placed with
the transfer agent.

   8. Termination of Relationship / Exercise Thereafter.  In the event the
relationship between the Company and a director, officer or other employee
who is an optionee is terminated for any reason other than death, permanent
disability or retirement, such optionee's option shall expire and all rights
to purchase shares pursuant thereto shall terminate immediately. Temporary
absence from employment because of illness, vacation, approved leaves of
absence, and transfers of employment among the Company and its subsidiaries,
shall not be considered to terminate employment or to interrupt continuous
employment. In the event of termination of said relationship because of
death, permanent disability (as that term is defined in Section 22(e)(3)
of the Code, as now in effect or as subsequently amended), or retirement
(at age 65 or earlier as may be permitted by the Company), the option may
be exercised to the extent the option was exercisable at the date of such
death, permanent disability, or retirement by the optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case
may be, for a period of one (1) year after the date of death, permanent
disability, or retirement, but in any event not later than ten years
after the date the option was granted.

   9. Non-Transferability of Options.  No option shall be transferable by
the optionee otherwise than by will or the laws of descent and distribution
and each option shall be exercisable during an optionee's lifetime only by
him or her.

<PAGE>

          International Monetary Systems, Ltd. Option Plan - Page 3

   10. Limitation on Amounts of Options Granted.  The aggregate fair market
value (determined as of the date of grant) of stock for which options become
first exercisable shall not exceed one million dollars ($1,000,000.00)
during any calendar year. No option may be granted hereunder if such option
would first become exercisable during any year in violation of the foregoing
limitation.

   11. Adjustment.  The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows:  (a) in the event that
the number of outstanding shares of Common Stock of the Company is changed by
any stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to options granted thereunder shall be proportionately
adjusted; (b) in the event of any merger, consolidation or reorganization of
the Company with any other corporation or corporations, there shall be
substituted, on an equitable basis as determined by the Committee, for each
share of Common Stock then subject to the Plan, whether or not at the time
subject to outstanding options, the number and kind of shares of Stock or
other securities to which the holders of shares of Common Stock of the
Company will be entitled pursuant to the transaction; and (c) in the event
of any other relevant change in the capitalization of the Company, the
Committee shall provide for an equitable adjustment in the number of shares
of Common Stock then subject to the Plan, whether or not then subject to
outstanding options. In the event of any such adjustment, the purchase
price per share shall be proportionately adjusted.

   12. Termination and Amendment of Plan.  This Plan shall terminate ten years
from the effective date of the Plan, and an option shall not be granted under
the Plan after that date. The Plan may at any time or from time to time be
terminated, modified, or amended by the affirmative vote of a majority in
interest of the voting stock of the Company. The Board of Directors may at any
time and from time to time modify or amend the Plan in respects as it shall
deem advisable in order that the options shall constitute "incentive stock o
options" as defined in Section 422A of the Code or to conform to any change in
law, or in any other respect, provided that:  (a) any increase in the maximum
number of shares for which options may be granted under the Plan generally or
to directors of any change in the provisions relating to the determination of
employees to whom options shall be granted must be approved by a majority vote
of the stockholders within twelve months before or after the effective date of
such increase or change; and (b) the Board of Directors shall not have authority
to change (i) the option prices other than to change the manner of determining
the fair market value of the Common Stock for the purpose of paragraph 5 hereof
to conform with any then applicable provisions of the Code or regulations
thereunder, or (ii) the periods during which options may be granted or
exercised, or (iii) the provisions relating to adjustments to be made upon
changes in capitalization. The termination or any modification or amendment
of the Plan shall not, without the consent of any employee, affect his or her
rights under an option theretofore granted to him or her.

   13. Effective Date.  The Plan was adopted by the Board of Directors at a
meeting held on Aril 5, 2000, and became effective on April 5, 2000, the date
of adoption by the Board of Directors.


<PAGE>

                                                                    EXHIBIT 5.1
[Letterhead of Kranitz & Philipp]

January 29, 2007
International Monetary Systems, Ltd.
16901 West Glendale Drive
New Berlin, Wisconsin 53152

        Re: Common Stock of International Monetary Systems, Ltd.

Gentlemen:

   We have acted as counsel to International Monetary Systems, Ltd.., a
Wisconsin corporation ("Company"), in connection with the preparation and
filing with the United States Securities and Exchange Commission ("Commission"
under the Securities Act of 1933, as amended ("Act"), of the Company's
Registration Statement on Form S-8 ("Registration Statement"), in connection
with the registration under the Act of 416,000 shares of the Company's
Common Stock, par value $0.0001 per share ("Shares"), reserved for issuance
under the International Monetary Systems, Ltd. 2000 Incentive Stock Option
Plan ("Plan").

   For purposes of this opinion, we have reviewed the Plan, and the
Registration Statement and the exhibits thereto. In addition, we have
reviewed the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made
such investigations of law as we have deemed appropriate as a basis for
the opinions expressed below. In rendering the opinions expressed below,
we have assumed that the signatures on all documents that we have reviewed
are genuine and that the Shares will conform in all material respects to the
description thereof set forth in the Registration Statement.

   Based on the foregoing, we are of the opinion that:

   1) the Company is a corporation duly organized and validly existing under
      the laws of the State of Wisconsin; and

   2) when the following events shall have occurred:

      (a) the Registration Statement is filed, at which time it will become
      effective under the Act, pursuant to General Instruction D to Form S-8,
      and

      (b) the Shares shall have been paid for and issued in accordance with the
      terms of the Plan, the Shares thus sold will be legally issued, fully
      paid and non-assessable, except to the extent of liability, if any,
      imposed under Section 180.0622(2) of the Wisconsin Business Corporation
      Law for employee wages for a period not exceeding six months in the case
      of any employee.

   We are opining herein as to the effect on the subject transactions only of
the Business Corporation Law of the State of Wisconsin and the federal laws of
the United States of America, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction. We are admitted to practice law in the State of Wisconsin, and
we are familiar with the Business Corporation Law of the State of Wisconsin as
currently in effect and have made such inquiries as we considered necessary to
render our opinion. We assume no obligation to revise or supplement this
opinion should such laws, or interpretations thereof, be changed.

   This opinion may be filed as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Commission promulgated thereunder.

                                               Very truly yours,

                                           /s/ KRANITZ & PHILIPP
                                               -----------------
                                               Kranitz & Philipp
<PAGE>

                                                                   EXHIBIT 23.2






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Form S-8
Registration Statement pertaining to the 2000 Incentive Stock Option Plan
of International Monetary Systems, Ltd. and subsidiary of our report dated
March 31, 2006, except for note 2 as to which the date is June 15, 2006,
with respect to the consolidated financial statements of International
Monetary Systems, Ltd. and subsidiary included in its annual report
(Form 10-KSB/A) for the year ended December 31, 2005 as filed with the
Securities and Exchange Commission.




/s/ WEBB & COMPANY, P.A.
    --------------------
    Webb & Company, P.A.

Certified Public Accountants

January 31, 2007


<PAGE>

                                                                   EXHIBIT 23.3


[Letterhead of Smith & Gesteland, LLP]



CONSENT OF SMITH & GESTELAND, LLP
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


   We consent to the incorporation by reference into this Registration
Statement on Form S-8 of International Monetary Systems, Ltd. of our report,
dated February 16, 2005, on the consolidated balance sheets of International
Monetary Systems, Ltd. and subsidiaries, as of December 31, 2004 and 2003,
and the related consolidated statements of income, changes in stockholder
equity, and cash flows for each of the two years in the period ended
December 31, 2004.


                                            /s/ SMITH & GESTELAND, LLP
                                                ----------------------
                                                SMITH & GESTELAND, LLP
Madison, Wisconsin
January 29, 2007
[{"type": "S-8", "sequence": "1", "filename": "imsform_s8.txt", "description": "EXERCISE/SALE OF OPTIONS", "secsgml_size_bytes": 37130}]
{"company-data": {"conformed-name": "INTERNATIONAL MONETARY SYSTEMS LTD /WI/", "cik": "0001097430", "assigned-sic": "7389", "irs-number": "391924096", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140437", "film-number": "07577889"}, "business-address": {"street1": "16901 WEST GLENDALE DR", "city": "NEW BERLIN", "state": "WI", "zip": "53151", "phone": "2627803640"}, "mail-address": {"street1": "16901 WEST GLENDALE DR", "city": "WEST BERLIN", "state": "WI", "zip": "53151"}}
1
imsfrom_s8.txt

    As filed with the Securities and Exchange Commission on February 02, 2007
                                                 Registration No.  333

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       INTERNATIONAL MONETARY SYSTEMS, LTD.
               (EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)

             Wisconsin                                         39-1924096
       (STATE OF INCORPORATION)                             (I.R.S. EMPLOYER
                                                           IDENTIFICATION NO.)

              16901 West Glendale Drive, New Berlin, Wisconsin 53151
                    (Address of Principal Executive Offices)
                         _______________________________

        International Monetary Systems, Ltd 2000 Incentive Stock Option Plan
                              (full title of Plan)

                               Donald F. Mardak
                           Chief Executive Officer
                          16901 West Glendale Drive
                         New Berlin, Wisconsin 53151
                     (Name and Address of Agent for Service)

                                 With a copy to:
                             Robert J. Philipp, Esq.
                                Kranitz & Philipp
                               1238 Twelfth Avenue
                            Grafton, Wisconsin 53024
                                 (262) 375-0625

                         CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of                                 Proposed        Proposed
Securities               Amount            Maximum         Maximum        Amount of
  to be                   to be         Offering Price    Aggregate     Registration
Registered           Registered(1)(2)    Per Share(3)     Price (3)        Fee (4)
_____________________________________________________________________________

Common Stock, par value
$0.00001 per share      416,000 Shares      $0.50         $208,000         $22.26
Common Stock
______________________________________________________________________________
(1) This Registration Statement includes 2,000,000 shares to be registered
under the International Monetary Systems, Ltd. 2000 Incentive Stock Option Plan
("Plan"). The number of shares of Common Stock is the maximum number of shares
issuable upon the exercise of options or vesting or granting of other awards,
which may be granted pursuant to the Plan. This Registration Statement also
covers such additional number of shares of Common Stock as may become issuable
as a result of any future adjustments in accordance with the terms of the Plan,
and which result in an increase in the number of outstanding shares of Common
Stock available for award thereunder.

     (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
("Securities Act"), this Registration Statement also covers an indeterminate
number of additional shares of Common Stock to be offered or issued pursuant
to terms of the Plan that provide for a change in the number of securities
offered or issued as a result of a stock split, stock dividend or similar
transaction.

     (3) Represents shares subject to options outstanding under the Plan, the
exercise price for which is $0.50 per share.

     (4) The Amount of Registration Fee was calculated pursuant to Section 6(b)
of the Securities Act, which states that the fee shall be "$107 per $1,000,000
of the maximum aggregate price at which such securities are proposed to be
offered." The Amount of Registration Fee is therefore calculated by multiplying
the Proposed Maximum Aggregate Offering Price by 0.000107.

                                       2
PART I
                          INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act. Such documents need not be filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                    PART II
                         INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by International Monetary
Systems, Ltd. ("Registrant") are hereby incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, as filed with the Commission on April 14, 2006 and June 26,
2006 (amendment);
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006, as filed with the Commission on May 15, 2006;
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006, as filed with the Commission on August 14, 2006;
(d) The Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006, as filed with the Commission on November 14, 2006;
(e) The Registrant's Current Reports on Form 8-K, as filed with the Commission
on April 12, 2006, April 13, 2006, May 11, 2006, May 26, 2006, August 30, 2006,
September 29, 2006, November 22, 2006 and January 8, 2007, respectively;
(f) All other reports which the Registrant filed with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year covered by the document
referred to in item (a) above; and
(g) The description of the Registrant's securities contained in the
Registrant's Registration Statement on Form 8-A, as filed with the Commission
pursuant to Section 12 of the Exchange Act on May 10, 1999, including any
amendment or report filed for the purpose of updating such description.

   All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of filing of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

                                       3
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of filing of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

Item 6. Indemnification of Directors and Officers.

   In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation.
In other cases, the Wisconsin statute provides that the corporation shall
indemnify a director or officer against liability unless the director or
officer breached or failed to perform a duty owed to the corporation and
such breach or failure meets certain specified criteria constituting, in
general, some act of misconduct. In addition, the corporation may reimburse
a director or officer for his expenses in defending against actions as they
are incurred upon the director's or officer's written request accompanied
by a written affirmation of his good faith belief that he has not breached
or failed to perform his duties to the corporation and a written undertaking
to repay amounts advanced if it is ultimately determined that indemnification
is not required under the Wisconsin Business Corporation Law. A court of
law may order that the corporation provide indemnification to a director or
officer if the court finds that the director or officer is entitled thereto
under the applicable statutory provision or is fairly and reasonably
entitled thereto in view of all the relevant circumstances, whether or not
such indemnification is required under the applicable statutory provision.

   The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.

   Provided that it is not determined by or on behalf of the corporation
that the director or officer breached or failed to perform a duty owed to
the corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, a Wisconsin corporation
may provide additional rights to indemnification under its articles of
incorporation or by-laws, by written agreement, by resolution of its board
of directors or by a vote of the holders of a majority of its outstanding
shares.

   The Registrant's By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Law. This provision is not exclusive of any other rights
to indemnification or the advancement of expenses to which a director or
officer may be entitled under any written agreement, resolution of directors,
vote of shareholders, by law or otherwise.

Item 7. Exemption from Registration Claimed.

   Not applicable.

Item 8. Exhibits.

   The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Index to Exhibits.

                                       4
Item 9. Undertakings.

(a) The Registrant hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this Registration Statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;

       (ii) To reflect in the prospectus any facts or events arising after the
       effective date of the Registration Statement (or the most recent post-
       effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement; notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) of the Securities Act if, in the
       aggregate, the changes in volume and price represent no more than a
       20% change in the maximum aggregate offering price set forth in the
       Calculation of Registration Fee table in the effective Registration
       Statement; and

       (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in the Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or furnished
   to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
   of the Exchange Act that are incorporated by reference in this Registration
   Statement.

   (2) That, for the purpose of determining any liability under the Securities
   Act, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered herein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination
   of the offering

   (4) That, for the purpose of determining liability of the Registrant under
   the Securities Act to any purchaser in the initial distribution of the
   securities, the Registrant undertakes that in a primary offering of
   securities of the Registrant pursuant to this Registration Statement,
   regardless of the underwriting method used to sell the securities to the
   purchaser, if the securities are offered or sold to such purchaser by means
   of any of the following communications, the Registrant will be a seller to
   the purchaser and will be considered to offer or sell such securities to
   such purchaser:

      (i) Any preliminary prospectus or prospectus of the Registrant relating
      to the offering required to be filed pursuant to Rule 424;

      (ii) Any free writing prospectus relating to the offering prepared by or
      on behalf of the Registrant or used or referred to by the Registrant;
      (ii) The portion of any other free writing prospectus relating to the
      offering containing material information about the Registrant or its
      securities provided by or on behalf of the Registrant; and
      (iv) Any other communication that is an offer in the offering made by
      the Registrant to the purchaser.

(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                        5
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                        6
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Berlin, State of Wisconsin, on this 29 day of
January, 2007.

INTERNATIONAL MONETARY SYSTEMS, LTD.

By:  /s/ DONALD F. MARDAK
     -----------------------
         Donald F. Mardak
         Chief Executive Officer
         and President

                          SIGNATURES AND POWER OF ATTORNEY

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints Donald F. Mardak, Chief Executive Officer, his true and lawful
attorney-in-fact with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and any additional Registration Statement to be filed pursuant to
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may lawfully do or cause to be
done by virtue hereof.

    Signature               Title                               Date

/s/ DONALD F. MARDAK        Chief Executive Officer (Principal  January 29, 2007
    ----------------------  Executive Officer), President
    Donald F. Mardak        and Chairman of the Board

/s/ DANNY W. WEIBLING       (Principal Financial Officer)       January 29, 2007
    ----------------------   and Treasurer
    Danny W. Weibling

/s/ JOHN E. STRABLEY, JR.     Executive Vice President          January 29, 2007
    -----------------------   and Director
    John E. Strabley, Jr.

/s/ DALE L. MARDAK            Senior Vice President             January 29, 2007
    -----------------------   and Director
    Dale L. Mardak

/s/ GERALD G. VAN DYN HOVEN   Director                          January 29, 2007
    -----------------------
    Gerald G. Van Dyn Hoven

/s/ WAYNE W. EMMER            Director                          January 29, 2007
    -----------------------
    Wayne W. Emmer

/s/ THOMAS DELACY             Director                          January 29, 2007
    -----------------------
    Thomas DeLacy

                                        7
4.1*   International Monetary Systems, Ltd. 2000 Incentive Stock Option Plan
 5.1*   Opinion of Kranitz & Philipp
23.1*   Consent of Kranitz & Philipp (included in Exhibit 5.1)
23.2*   Consent of Webb & Company, P.A., Independent Registered Public
        Accounting Firm
23.3*   Consent of Smith & Gesteland, LLP, Independent Registered Public
        Accountants
24.1*   Power of Attorney (included on signature page hereof)

* Filed herewith.
EXHIBIT 4.1

                        INTERNATIONAL MONETARY SYSTEMS, LTD.
                          2000 INCENTIVE STOCK OPTION PLAN

   1. Statement of Purpose. The purpose of this Incentive Stock Option Plan
(the "Plan") is to benefit INTERNATIONAL MONETARY SYSTEMS, LTD. (the "Company")
through the maintenance and development of its businesses by offering certain
present and future key employees a favorable opportunity to become holders
of stock in the Company over a period of years, thereby giving them a
permanent stake in the growth and prosperity of the Company and encouraging
the continuance of their involvement with the Company and/or it subsidiaries.

   2. Administration.  The Plan shall be administered by the Stock Option
Committee (the "Committee"), consisting of not less than three non-employee
directors of the Company appointed by the Board of Directors. No non-employee
members of the Committee shall be eligible to receive a grant of option
pursuant to the plan. If no Committee shall be appointed, this Plan shall
be administered by the Board of Directors, which Board shall be deemed the
Committee for purposes of this Plan. The Committee shall have full and
plenary authority to interpret the terms and provisions of the Plan and,
in its sole discretion, may grant options to officers, directors and
employees who serve on the committee.

   3. Eligibility.  Options shall be granted only to key employees of the
Company and its subsidiaries, (including officers, and including directors
of the Company and its subsidiaries who are also employees) and to other
people-including prospective employees, owners of businesses that may be
acquired, or investors in the company-selected initially and from time to
time thereafter by the Committee on the basis of their importance to the
business of the Company or its subsidiaries.

   4. Granting Options.   The Committee may grant options under which a
total of not in excess of 500,000 shares of the $.0001 par value Common
Stock of the Company ("Company Stock") may be purchased from the Company,
subject to adjustment as provided in Section 11. Options granted under the
Plan are intended to be treated as incentive stock options as defined in
Section 422A of the Internal Revenue Code of 1986 (the "Code"). In the event
that an option expires or is terminated or cancelled unexercised, such
shares may again be optioned (including a grant in substitution for a
cancelled option). Shares subject to options may be made available from
unissued or reacquired shares of Common Stock. Nothing contained in the Plan
or in any option granted pursuant thereto shall confer upon any optionee
any right to be continued in the employment of the Company or any subsidiary
of the Company, or interfere in any way with the right of the Company or
its subsidiaries to terminate an employee's employment at any time.

   5. Option Price.  The option price shall be determined by the Committee and,
subject to the provisions of Section 11 hereof, shall be not less than the fair
market value, at the time the option is granted, of the shares of Common Stock
subject to the option. If one or more options are granted to an employee who,
at the time of grant, owns more than ten percent (10%) of the total voting
powers of all classes of stock of the Company or its subsidiaries, the option
price shall be 110% of said fair market value.
International Monetary Systems, Ltd. Option Plan  -  Page 2

   6. Duration of Options, Increment, and Extensions.  Subject to the
provisions of Section 8 hereof, each option shall be for a term of five years
but may be increased by the Committee at the date of grant for a period of up
to ten years. Each option shall become exercisable with respect to 25% of the
total number of shares subject to the option twelve months after the date of
its grant and, with respect to each additional 25%, at the end of each
twelve-month period thereafter during the succeeding three years provided,
however, that the Committee may, at any time during the period in which any
such outstanding option is not exercisable in full, accelerate the
exercisability of such option subject to such terms as the Committee deems
necessary and appropriate. Subject to the foregoing, all or any part of the
shares to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
	period.

   7. Exercise of Option.  An option may be exercised by giving written notice
to the Company, attention of the Secretary, specifying the number of shares to
be purchased. Any employee holding two or more options that are partially or
wholly exercisable at the same time may exercise said options (to the extent
they are then exercisable) in any order the employee chooses, regardless of
the order in which said options were granted. At the time of exercise of any
option, the Company may, if it shall determine it necessary or desirable for
any reason, require the optionee (or his heirs, legatees, or legal
representative, as the case may be) as a condition upon the exercise thereof
to deliver to the Company a written representation of present intention to
purchase the shares for investment and not for distribution. In the event
such representation is required to be delivered, an appropriate legend may
be placed upon each certificate delivered to the optionee upon his exercise
of part or all of the option and a stop transfer order may be placed with
the transfer agent.

   8. Termination of Relationship / Exercise Thereafter.  In the event the
relationship between the Company and a director, officer or other employee
who is an optionee is terminated for any reason other than death, permanent
disability or retirement, such optionee's option shall expire and all rights
to purchase shares pursuant thereto shall terminate immediately. Temporary
absence from employment because of illness, vacation, approved leaves of
absence, and transfers of employment among the Company and its subsidiaries,
shall not be considered to terminate employment or to interrupt continuous
employment. In the event of termination of said relationship because of
death, permanent disability (as that term is defined in Section 22(e)(3)
of the Code, as now in effect or as subsequently amended), or retirement
(at age 65 or earlier as may be permitted by the Company), the option may
be exercised to the extent the option was exercisable at the date of such
death, permanent disability, or retirement by the optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case
may be, for a period of one (1) year after the date of death, permanent
disability, or retirement, but in any event not later than ten years
after the date the option was granted.

   9. Non-Transferability of Options.  No option shall be transferable by
the optionee otherwise than by will or the laws of descent and distribution
and each option shall be exercisable during an optionee's lifetime only by
him or her.
International Monetary Systems, Ltd. Option Plan - Page 3

   10. Limitation on Amounts of Options Granted.  The aggregate fair market
value (determined as of the date of grant) of stock for which options become
first exercisable shall not exceed one million dollars ($1,000,000.00)
during any calendar year. No option may be granted hereunder if such option
would first become exercisable during any year in violation of the foregoing
limitation.

   11. Adjustment.  The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows:  (a) in the event that
the number of outstanding shares of Common Stock of the Company is changed by
any stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to options granted thereunder shall be proportionately
adjusted; (b) in the event of any merger, consolidation or reorganization of
the Company with any other corporation or corporations, there shall be
substituted, on an equitable basis as determined by the Committee, for each
share of Common Stock then subject to the Plan, whether or not at the time
subject to outstanding options, the number and kind of shares of Stock or
other securities to which the holders of shares of Common Stock of the
Company will be entitled pursuant to the transaction; and (c) in the event
of any other relevant change in the capitalization of the Company, the
Committee shall provide for an equitable adjustment in the number of shares
of Common Stock then subject to the Plan, whether or not then subject to
outstanding options. In the event of any such adjustment, the purchase
price per share shall be proportionately adjusted.

   12. Termination and Amendment of Plan.  This Plan shall terminate ten years
from the effective date of the Plan, and an option shall not be granted under
the Plan after that date. The Plan may at any time or from time to time be
terminated, modified, or amended by the affirmative vote of a majority in
interest of the voting stock of the Company. The Board of Directors may at any
time and from time to time modify or amend the Plan in respects as it shall
deem advisable in order that the options shall constitute "incentive stock o
options" as defined in Section 422A of the Code or to conform to any change in
law, or in any other respect, provided that:  (a) any increase in the maximum
number of shares for which options may be granted under the Plan generally or
to directors of any change in the provisions relating to the determination of
employees to whom options shall be granted must be approved by a majority vote
of the stockholders within twelve months before or after the effective date of
such increase or change; and (b) the Board of Directors shall not have authority
to change (i) the option prices other than to change the manner of determining
the fair market value of the Common Stock for the purpose of paragraph 5 hereof
to conform with any then applicable provisions of the Code or regulations
thereunder, or (ii) the periods during which options may be granted or
exercised, or (iii) the provisions relating to adjustments to be made upon
changes in capitalization. The termination or any modification or amendment
of the Plan shall not, without the consent of any employee, affect his or her
rights under an option theretofore granted to him or her.

   13. Effective Date.  The Plan was adopted by the Board of Directors at a
meeting held on Aril 5, 2000, and became effective on April 5, 2000, the date
of adoption by the Board of Directors.
EXHIBIT 5.1
[Letterhead of Kranitz & Philipp]

January 29, 2007
International Monetary Systems, Ltd.
16901 West Glendale Drive
New Berlin, Wisconsin 53152

        Re: Common Stock of International Monetary Systems, Ltd.

Gentlemen:

   We have acted as counsel to International Monetary Systems, Ltd.., a
Wisconsin corporation ("Company"), in connection with the preparation and
filing with the United States Securities and Exchange Commission ("Commission"
under the Securities Act of 1933, as amended ("Act"), of the Company's
Registration Statement on Form S-8 ("Registration Statement"), in connection
with the registration under the Act of 416,000 shares of the Company's
Common Stock, par value $0.0001 per share ("Shares"), reserved for issuance
under the International Monetary Systems, Ltd. 2000 Incentive Stock Option
Plan ("Plan").

   For purposes of this opinion, we have reviewed the Plan, and the
Registration Statement and the exhibits thereto. In addition, we have
reviewed the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made
such investigations of law as we have deemed appropriate as a basis for
the opinions expressed below. In rendering the opinions expressed below,
we have assumed that the signatures on all documents that we have reviewed
are genuine and that the Shares will conform in all material respects to the
description thereof set forth in the Registration Statement.

   Based on the foregoing, we are of the opinion that:

   1) the Company is a corporation duly organized and validly existing under
      the laws of the State of Wisconsin; and

   2) when the following events shall have occurred:

      (a) the Registration Statement is filed, at which time it will become
      effective under the Act, pursuant to General Instruction D to Form S-8,
      and

      (b) the Shares shall have been paid for and issued in accordance with the
      terms of the Plan, the Shares thus sold will be legally issued, fully
      paid and non-assessable, except to the extent of liability, if any,
      imposed under Section 180.0622(2) of the Wisconsin Business Corporation
      Law for employee wages for a period not exceeding six months in the case
      of any employee.

   We are opining herein as to the effect on the subject transactions only of
the Business Corporation Law of the State of Wisconsin and the federal laws of
the United States of America, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction. We are admitted to practice law in the State of Wisconsin, and
we are familiar with the Business Corporation Law of the State of Wisconsin as
currently in effect and have made such inquiries as we considered necessary to
render our opinion. We assume no obligation to revise or supplement this
opinion should such laws, or interpretations thereof, be changed.

   This opinion may be filed as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Commission promulgated thereunder.

                                               Very truly yours,

                                           /s/ KRANITZ & PHILIPP
                                               -----------------
                                               Kranitz & Philipp
EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Form S-8
Registration Statement pertaining to the 2000 Incentive Stock Option Plan
of International Monetary Systems, Ltd. and subsidiary of our report dated
March 31, 2006, except for note 2 as to which the date is June 15, 2006,
with respect to the consolidated financial statements of International
Monetary Systems, Ltd. and subsidiary included in its annual report
(Form 10-KSB/A) for the year ended December 31, 2005 as filed with the
Securities and Exchange Commission.

/s/ WEBB & COMPANY, P.A.
    --------------------
    Webb & Company, P.A.

Certified Public Accountants

January 31, 2007
EXHIBIT 23.3

[Letterhead of Smith & Gesteland, LLP]

CONSENT OF SMITH & GESTELAND, LLP
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

   We consent to the incorporation by reference into this Registration
Statement on Form S-8 of International Monetary Systems, Ltd. of our report,
dated February 16, 2005, on the consolidated balance sheets of International
Monetary Systems, Ltd. and subsidiaries, as of December 31, 2004 and 2003,
and the related consolidated statements of income, changes in stockholder
equity, and cash flows for each of the two years in the period ended
December 31, 2004.

                                            /s/ SMITH & GESTELAND, LLP
                                                ----------------------
                                                SMITH & GESTELAND, LLP
Madison, Wisconsin
January 29, 2007