Private Placement Memorandum Offering for an Education and Finance Company 

This is an example of a private placement offering memorandum for an education production and services company. As always, the material on this web site is offered with the understanding that TotalFin.com, the author, or publisher is not engaged in rendering investment, tax, legal, accounting, financial planning or other advice. If legal advice or other expert assistance is required, the services of a competent professional should be sought. The investment choices and services on this site are provided as general information only, and are not intended to provide investment, tax, legal, financial planning, or other advice. This site is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security, which may be referred herein. All names and locations are fictitious in this document.

A registration statement relating to these securities has not been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This private placement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

PRIVATE PLACEMENT MEMORANDUM DATED SEPTEMBER 1999

http://www.EdFundium.com/

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

$[--.--] per Share

Minimum Subscription: 1,000 Shares at a price of $[--,--]

This Private Placement Memorandum relates to the proposed sale by TechFin Products, EdFundium, (the "Company") of a maximum of 2,000,000 Shares of Common Stock, no par value (the "Shares"), at a purchase price of $[--.--]per Share. This Offering is open to Accredited Investors, as defined under Regulation D of the United States Securities Act of 1933, as amended, and Rule 504 of the United States Securities and Exchange Commission, and residents of certain States, including Kentucky. The minimum subscription is for 1,000 shares at a price of $[-,-]. An Accredited Investor may subscribe for any amount of shares in excess of 1,000 shares in increments of 100 shares each. This Offering is being made subject to the right of the Company to terminate or to modify the offer, in whole or in part, and the Company reserves the right to accept or reject all or any part of a subscription. In the case this Offering is oversubscribed, the Company reserves the right to allocate shares among subscribers and/or to reject subscriptions as it deems appropriate.

Subscriptions may only be made by completing, signing and returning both a Subscription Agreement in the form attached to this Memorandum as Exhibit A: "Form 1 - Subscription Agreement," and either a Purchaser Questionnaire in the form attached to this Memorandum as Exhibit B: "Form 2 - Purchaser Questionnaire," or a Purchaser Representative Questionnaire in the form attached to this Memorandum as Exhibit C: "Form 3 - Purchaser Representative Questionnaire"), together with payment by check or wire transfer in full for the number of shares subscribed. This Offering will terminate on September 30, 1999, unless further extended at the sole discretion of the Company.

AN INVESTMENT IN THE OFFERED SECURITIES INVOLVES A HIGH DEGREE OF RISK.

(SEE SECTION 3: "RISK FACTORS")

THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW. NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The Shares are offered by several Underwriters, subject to prior sale, when, as and if issued to and accepted by them and subject to approval of certain legal matters by [ ], counsel for the Underwriters. The Underwriters reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. It is expected that delivery of the Shares will be made against payment in [Kentucky, Kentucky], on or about September 30, 1999.

This document has been prepared by TechFin Products for discussion purposes only and is being delivered to a limited number of prospective investors who have indicated an interest in the Company.

The following material is furnished on a confidential basis for those wishing to evaluate the current and prospective activities of TechFin Products. In essence, the data provides background information to entities in connection with their deliberations concerning investing in TechFin Products.

The information, databases and/or spreadsheets described in this document are furnished under a nondisclosure agreement. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or informational storage and retrieval systems, for any purpose without the express written permission of Steven Jones.

IMPORTANT NOTICES

THE INFORMATION PRESENTED HEREIN WAS PREPARED BY THE COMPANY AND IS FURNISHED SOLELY FOR USE IN CONNECTION WITH THIS OFFERING BY PROSPECTIVE INVESTORS. THE COMPANY MAKES NO REPRESENTATIONS AS TO THE FUTURE PERFORMANCE OF THE COMPANY. INFORMATION OR REPRESENTATIONS GIVEN OR MADE BY THE COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THESE MATERIALS, WHETHER ORAL OR WRITTEN, ARE QUALIFIED IN THEIR ENTIRETY BY THE INFORMATION INCLUDED HEREIN, INCLUDING BUT NOT LIMITED TO, THE RISK FACTORS SET FORTH HEREIN. THIS MEMORANDUM

DOES NOT PURPORT TO BE ALL INCLUSIVE OR CONTAIN ALL INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE. EACH INVESTOR MUST RELY UPON HIS OR HER EXAMINATION OF THE COMPANY AND THE OFFERING TERMS, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT. PRIOR TO MAKING AN INVESTMENT DECISION REGARDING THE OFFERED SECURITIES, A PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR HER OWN COUNSEL, ACCOUNTANTS AND OTHER ADVISORS AND CAREFULLY REVIEW THIS MEMORANDUM.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND THEIR TRANSFER IS RESTRICTED. THEY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THIS OFFERING IS BEING MADE TO A LIMITED NUMBER OF PROSPECTIVE PURCHASERS IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS IN THE SECURITIES ACT, INCLUDING THE PROVISIONS OF REGULATION D PROMULGATED THEREUNDER. ACCORDINGLY, THIS MEMORANDUM SHALL NOT BE DISTRIBUTED TO, NOR SHALL AN OFFER, SOLICITATION, OR SALE BE MADE TO ANY PERSONS UNLESS SUCH PERSON HAS COMPLETED AND EXECUTED EITHER THE PURCHASER QUESTIONNAIRE OR THE PURCHASER REPRESENTATIVE QUESTIONNAIRE DISTRIBUTED TO HIM, AND THE COMPANY HAS REASONABLE GROUNDS TO BELIEVE, AND DOES BELIEVE, IMMEDIATELY PRIOR TO MAKING SUCH OFFER, SOLICITATION OR SALE, THAT SUCH PERSON, EITHER ALONE OR TOGETHER WITH HIS PURCHASER REPRESENTATIVE, HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, THAT HE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PURCHASE OF THE SHARES DESCRIBED HEREIN, AND THAT SUCH PERSON IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. IN ADDITION, EACH PURCHASER MUST REPRESENT THAT HE IS ACQUIRING THE SHARES SOLELY FOR HIS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND WITHOUT ANY INTENTION TO DISPOSE OF SUCH PROPERTY.

DISPOSITION BY A PURCHASER OF ANY OF THE SECURITIES DESCRIBED HEREIN (WHICH IS CONSIDERED THE DISPOSITION OF A "SECURITY," AS DEFINED UNDER FEDERAL SECURITIES LAW AND UNDER CERTAIN STATE REGULATORY LAWS) IS LIMITED UNDER THE SUBSCRIPTION AGREEMENT. THE SUBSCRIPTION AGREEMENT GIVES THE COMPANY A RIGHT OF FIRST REFUSAL, WHICH GRANTS THE COMPANY AN OPTION FOR 30 DAYS TO BUY THE SECURITIES FROM A PURCHASER AFTER THE PURCHASER RECEIVES A BONA FIDE OFFER TO BUY HIS OR HER SECURITIES. IN ADDITION, THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY A PURCHASER UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, AND THE PURCHASER HAS, PRIOR TO ANY TRANSFER, FURNISHED THE COMPANY WITH AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER DOES NOT VIOLATE ANY APPLICABLE LAW. AS A RESULT, A PURCHASER MAY BE REQUIRED TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE ECONOMIC RISK OF HIS INVESTMENT FOR AN INDEFINITE PERIOD.

THE COMPANY SHALL MAKE AVAILABLE TO EACH PROSPECTIVE PURCHASER OR HIS AGENT, DURING THIS OFFERING, AND PRIOR TO THE SALE OF THE SHARES, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM ANY PERSON AUTHORIZED TO ACT ON BEHALF OF THE COMPANY CONCERNING ANY ASPECT OF THE INVESTMENT AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. ALL ESTIMATES CONTAINED HEREIN ARE FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT CONSTITUTE REPRESENTATIONS WITH RESPECT TO FACT. IT SHOULD NOT BE ASSUMED THAT THE FORM CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM IS CORRECT AS OF ANY TIME AFTER ITS ISSUANCE. ANY INFORMATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED HEREIN AND NO PERSON, EXCEPT FOR THE COMPANY, IS AUTHORIZED TO MODIFY OR VARY ANY OF THE INFORMATION CONTAINED HEREIN.

NO ONE SHOULD CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM OR ANY COMMUNICATION, WHETHER WRITTEN OR ORAL, FROM THE COMPANY, ITS EMPLOYEES, OR AGENTS, AS LEGAL, TAX, ACCOUNTING, OR OTHER EXPERT ADVICE. EACH PROSPECTIVE PURCHASER, PRIOR TO HIS ACQUISITION OF THE SHARES, IS ADVISED TO CONSULT HIS OWN COUNSEL, ACCOUNTANT, AND OTHER PROFESSIONAL ADVISORS AND CONSULTANTS AS TO LEGAL, TAX, ACCOUNTING AND BUSINESS MATTERS CONCERNING HIS OR HER PURCHASE.

THIS PRIVATE PLACEMENT MEMORANDUM MAY NOT BE REPRODUCED OR USED IN ANY OTHER MANNER WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY. NO RECIPIENT OF THIS REVISED PRIVATE PLACEMENT MEMORANDUM IS AUTHORIZED TO DIVULGE ANY OF THE CONTENTS HEREOF OR TO DISSEMINATE OR DISCUSS ANY OF THE INFORMATION OR MATERIALS CONTAINED HEREIN. EACH RECIPIENT AGREES TO MAINTAIN THE MEMORANDUM IN CONFIDENCE. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH RECIPIENT AGREES TO RETURN THE REVISED PRIVATE PLACEMENT MEMORANDUM AND ALL RELATED DOCUMENTATION, MATERIALS, OFFERING STATEMENTS, AND INQUIRY FORMS TO THE COMPANY IN THE EVENT THAT THE PROSPECTIVE PURCHASER ELECTS NOT TO CONSUMMATE THE PURCHASE OR THE COMPANY REJECTS THE PURCHASE OFFER OR TERMINATES THE OFFERING.

THE SHARES ARE OFFERED ONLY BY A NUMBERED, CONFIDENTIAL, REVISED PRIVATE PLACEMENT MEMORANDUM. DELIVERY OF THIS REVISED PRIVATE PLACEMENT MEMORANDUM IS NOT AN OFFER OR SOLICITATION UNLESS THE BLANKS ON THE COVER PAGE ARE COMPLETED WITH A NUMBER AND THE PROSPECTIVE OFFEREE’S NAME. FURTHER, DELIVERY SHALL NOT BE CONSTRUED TO BE AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION TO WHOM SUCH AN OFFERING OR SOLICITATION WOULD BE UNLAWFUL. THE COMPANY MAY REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. NO SUBSCRIPTION WILL BE EFFECTIVE UNTIL ACCEPTED IN WRITING BY THE COMPANY.

No person has been authorized to give any information or to make any representations in connection with this Offering other than those contained in this Private Placement Memorandum ("PPM") and, if given or made, such other information and representations must not be relied upon as having been authorized by the Company or the Underwriters. Neither the delivery of this PPM nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

This PPM does not constitute an offer to sell or a solicitation of an offer to buy any securities other than those made pursuant to exemptions from registration provided by Section 4(2) of the United States Securities and Exchange Act of 1933, as amended, Regulation D, Rule 504 of the United States Securities And Exchange Commission, as promulgated thereunder, and under applicable state securities laws and regulations. This PPM does not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.

The Business

TechFin Products/EdFundium (the "Company") is a globally-oriented, Internet-enhanced, education production and service company that will 1) develop, capitalize and manage original education projects; and 2) exploit emerging e-commerce technologies to create a hybrid form of online finance and education. The Company provides "turn-key" solutions for the development and use of original education assets by capitalizing projects through a $400 million, limited partnership, Education Products Financing Fund; ("EPROD Financing Fund;"); and producing, aggregating and managing projects through the use of traditional Project Finance techniques and the Internet.

EdFundium will use its patent-pending business model and Web site (<http://www.EdFundium.com/>) to: 1) interact with its potential shareholders, EPROD Financing Fund; and EPROD Project; investors and project customers, users, subscribers and participants; 2) create online education investment opportunities previously unavailable to the general public: "public venture capital."; 3) market and cross-promote the EPROD Financing Fund;, EPROD Projects; and related merchandise; and 4) provide public participation in a project's lifecycle - from concept development through launch and long-term use - as educating, multimedia events. 

The projects to be developed by EdFundium will include both the "bricks and mortar" and "multimedia" varieties. "Bricks and Mortar" projects include education, music and convention centers, celebrity resorts and restaurants, spas and wellness centers, video gaming and amusement centers, and motor education complexes. "Multimedia" projects include celebrity education events, film, television, music and Internet-based educational programming and productions, education franchises, merchandising, and intellectual property assets.

B. Investment Products

C. Internet Products

...

...

...

Consulting Services-- Integrated Solutions Provider

The Company also will provide a variety of consulting services to both the consumer and business communities. These include:

• Strategic Consulting;

• Concept and Event Origination;

• Financial Advisory Services;

• Marketing, Advertising and Public Relations;

• Talent Management and Production; and

• Internet/Web Development & Content Localization.

Type of Security: Common

Shares to be Offered: 2,000,000

Common Stock that will be Outstanding after the Offering: 8,000,000

Net proceeds from the sale of the Shares will be used as follows:

1.2 Corporate Mission

TechFin Products/EdFundium (the "Company") is a globally-oriented, Internet-enhanced, education products and services that will 1) develop, capitalize and manage original education projects; and 2) exploit emerging e-commerce technologies to create a hybrid form of online finance and education. The Company provides "turn-key" solutions for the development and use of original education assets by capitalizing projects through a $400 million, limited partnership, Education Products Financing Fund; ("EPROD Financing Fund;"); and producing, aggregating and managing projects through the use of traditional Project Finance techniques and the Internet.

The projects to be developed by EdFundium will include both the "bricks and mortar" and "multimedia" varieties. "Bricks and Mortar" projects include education, music and convention centers, celebrity resorts and restaurants, spas and wellness centers, video gaming and amusement centers, and motor education complexes. "Multimedia" projects include celebrity education events, film, television, music and Internet-based educational programming and productions, education franchises, merchandising, and intellectual property assets.

Each of the Company’s investments will capitalize on premiere development opportunities and market inefficiencies and take advantage of regional, national and international trends in consumer behavior in the education industries and changes in technology, such as digital convergence.

The financial soundness, success and integrity of the Company and it’s investments will be secured by the application of a broad spectrum of time-tested, structured finance techniques, cutting-edge analytical tools and innovative investment strategies, including:

1. Creation and management of Financing Funds to package and finance projects — the EPROD Financing Funds^; — available to retail (individual) and institutional investors, both off- and online;

2. Raising project "seed" or working capital for individual properties and projects through SEC SCOR/U-7 offerings on the Internet — the EPROD Public TechFin Offerings — available to retail (individual) and institutional, non-accredited and accredited investors, both off- and online;

3. Employment of cutting-edge analytical tools to evaluate the investment potential of proposed projects, including forecasting and risk analysis programs and methodologies to analyze senior debt and return on equity); and the system to analyze the construction and operation risks associated with a project’s development and operation);

4. Strategic alignment with industry leaders in economic planning, marketing, advertising, talent management and production, construction, investment banking, telecommunications and Internet commerce;

5. Employment of clearly developed exit strategies, including:

• Recapitalization using the United States Securities Act of 1933, as amended, Rule 144A – Private Resales of Securities to Institutions, and a Real Estate Investment Trust ("REIT");

• Initial Public Offerings of both (a) individual projects; and (b) pooled portfolio holdings;

• Stock Exchange listing of the entire Fund;

• Negotiated sale of (a) individual projects; (b) pooled portfolio holdings; and/or (c) the entire Fund to strategic, contractually-obligated income investors/buyers;

• Put/call options to local partners, private companies or institutions on specific investments; and

• Long-term return from high quality cash flow/dividend without a direct exit strategy.

1.3 The Offering

The Company is offering 2,000,000 shares ("Shares") of Common Stock ("Common Stock") at a purchase price of $[--.--] per Share for an aggregate offering price of eleven million dollars ($[--,--,--]) to qualified investors in a transaction that is intended to be a private placement exempt from registration under federal and state securities laws. The Company, however, reserves the right to accept purchases for more or less than 2,000,000 Shares and to reject any subscription in whole or in part at its sole discretion. Assuming that all of the 2,000,000 Shares of the Common Stock are sold in this Offering, purchasers of the Shares will own approximately 23.2% of the Company’s outstanding capital stock on a fully diluted basis. Interested investors will be asked to complete a Subscription Agreement and either a Purchaser Questionnaire or Purchaser Representative Questionnaire setting forth the qualifications for terms and conditions governing the purchase of the Common Stock and certain continuing obligations of purchasers. The forms are attached to this Memorandum as Exhibit A: Form 1 — Subscription Agreement; Exhibit B: Form 2 — Purchaser Questionnaire; and Exhibit C: Form 3 — Purchaser Representative Questionnaire.

1.4 Outstanding Shares

After giving effect to the sale of the Shares offered hereby, the Company’s outstanding Common Stock as of this Offering, on a fully diluted basis, is as follows:

1.5 Use of Proceeds

The net proceeds from the sale of the Shares will be used to fund the following:

1. Organizational and offering expenses in connection with the Company’s asset management activities;

2. Strategic acquisitions;

3. Further development and enhancement of its Internet presence;

4. Working capital and general corporate purposes; and

5. Property investment opportunities.

Pending such uses, the net proceeds will be invested in high quality, short-term, interest-bearing securities or accounts. Management believes that the Company can successfully implement a less aggressive business plan, if the Company receives proceeds of at least $1,000,000. (See Section 4.0: "Use of Proceeds").

1.6 Eligible Investors

This Offering is made in reliance on exemptions from the registration and qualification requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. Purchasers of shares of Common Stock must qualify as Accredited Investors within the meaning of Rule 501 promulgated by the United States Securities and Exchange Commission. Subscriptions will be accepted only from investors who meet the suitability standards discussed herein. (See Section 21.0: "Investor Suitability").

1.8 Investment Highlights

A. Experienced Management Team

The Company consists of professionals with extensive experience and networks of contacts in investment banking, asset management, corporate sponsorship and advertising, new information technologies, law, real estate development and the education, technology industries.  ...

B. Experienced Celebrity and Industry Advisors

The Company expects to be assisted by knowledgeable and experienced Celebrity and Industry Advisors, including Arlyne Boardwalk (President of the Boardwalk Agency); David P. Welle (President of Mid-America Leisure Consulting); Steven Brown (President and Chief Executive Officer of Capital Hotels; and Ralph Tucker (Professional Tennis Player on Senior Tour and Media Commentator).

C. Investment Strategy

With a convergent business strategy incorporating the Internet, structured (project) finance, and education content, the Company, in conjunction with its strategic advisors and participants, plans to deliver a broad spectrum of global, real- and cyberspace products and services. 

The Company will seek to identify attractive investment opportunities that capitalize on regional, national and global trends in consumer behavior and changes in the education and technology industries. Such opportunities will be characterized by high growth potential, predictable cash flow from operations, a strong competitive position, and significant market share.

D. Investment By Management And Affiliates

From its inception, the Company has financed all of its capital needs from internally generated funds. Upon the successful closing of the proposed EPROD Financing Fund, the Company will commit one million dollars ($1,000,000) as a limited partner to the Fund.

E. Return on Investment Potential

The Company’s objective is to achieve an above-market, pre-tax rate of return of at least 20% per annum, net to investors, through the use of structured (project) finance. Returns will be realized in the form of cash dividends and distributions as declared by the Company’s Board of Directors.

Investment in the Shares involves a substantial degree of risk and should be regarded as speculative. Accordingly, there can be no assurance that the objectives of TechFin Products (EdFundium) will be realized. As a result, the purchase of Shares should be considered only by persons who can reasonably afford the loss of their investments. Prospective investors should carefully consider, in addition to matters set forth elsewhere in this Memorandum, the following factors relating to the business of the Company and this Offering.
 

3.1 Limited Operating History; Limited Capital; Start-Up Company

The Company was recently organized and has not established any revenues or operations that will provide financial stability in the long term. The Company believes that the proceeds of this Offering will provide sufficient capital to fund its operations until it achieves "break-even" and can seek bank financing, if necessary. However, there can be no assurance that the Company can realize its plans on the projected timetable in order to reach sustainable or profitable operations. Any material deviation from the Company’s timetable could require that the Company seek additional capital. There can be no assurance that such capital will be available at reasonable cost, or that it would not materially dilute the investment of investors in this Offering if it is obtained.

Investment in a start-up company such as the Company is inherently subject to many risks, and investors should be prepared to withstand a complete loss of their investment. The Company only has a limited operating history upon which investors may base an evaluation of its performance. Therefore, it is still subject to all the risks incident to the creation and development of a new business. The Company plans to conduct closings of sales of Common Stock as subscriptions are received. If less than $1,000,000 is received from purchases of Common Stock, the Company will have insufficient cash to implement its plans as described below in Section 4.0: "Use of Proceeds," and investors who do purchase Common Stock will be at heightened risk of loss of their investment.

3.2 Limited Operating History; Limited Capital; Start-Up Company

The primary components of the Company’s strategic plan involves the establishment of the proposed EPROD Financing Fund(s) and EPROD Public TechFin Offerings; development of EPROD Projects; and the creation and development of the global EdFundium Network and the TechFin Products Community. However, there can be no assurance that the proposed investment offerings, projects and Internet enterprise will be established, and, once established, will be successful. In the event that these key products are not consummated, the Company’s future growth could be curtailed.
 

3.3 On-Going Capital Requirements

The Company may have to rely on additional equity financing to implement its growth strategy. Should such financing not be available, the Company could be forced to curtail its growth plans substantially. Also, there can be no assurances that such equity capital, if available, can be obtained on terms favorable to existing investors or to the holders of the Shares being offered. (See Section 4.0: "Use of Proceeds").
 

3.4 Competition

The markets for the Company’s products and services are highly competitive. There are many companies that compete to obtain and develop education properties and projects, offer investment products, have various Web-based enterprises, and provide financial, project and Internet development services. The Company’s principal competitors may have greater financial resources than those available to the Company and may be in a better position than the Company to attract talent, initiate projects, and thus effect broad market distribution of completed projects. There can be no assurance that the Company consistently will be able to undertake projects that will prove profitable to the Company in view of the intense competition to be encountered by the Company in all significant phases of its activities.

The Company’s ultimate success also depends and will continue to depend upon its ability to create, acquire and produce projects and properties that will have significant appeal in the highly competitive education markets. Competition is likely to increase as the industry matures, more competitors expand their services and geographic coverage, and the Company moves into new markets.

Commercial use of the Internet and the provision of user interest, consumer behavior, content and functionality via the Internet are experiencing rapid technological change. Hardware, software and telecommunications technologies are all subject to material improvements in performance and decreases in cost that result in lower barriers to competition in the marketplace for services similar to those offered by the Company. While the Company’s Management believes that the Company’s products and services will enjoy an initial competitive advantage based upon its integration of education content, sound financial techniques and the latest available information technologies, there can be no assurance that other competing technologies, content, and services will not be available either when, or in the future, after the Company completes the commercial launch of its business. As a result, the Company’s expected technological and strategic advantages could be lost at any time, with corresponding adverse effects upon the results and prospects of the Company.  

3.5 Reliance on Management

The Company’s operations are dependent on the continued efforts of Management, including Steven Jones., Carol Tripp, Esq., Brian Homer and David Sawyer. The loss of the services of any of these individuals could have a material adverse effect on the Company. (See Section 12.0: "Management".
 

3.6 Attraction and Retention of Professional Personnel

The Company’s ability to realize its objectives will be dependent on its ability to attract and retain additional, qualified personnel. Competition for such personnel can be intense, and there can be no assurance that the Company’s results will not be adversely affected by difficulty in attracting and/or retaining qualified personnel. The Company plans on maintaining key man life insurance on senior management and to require all personnel to enter into confidentiality agreements as a condition of their employment. The Company’s Management has entered into employment agreements that include non-compete and confidentiality requirements. There can be no assurance that such agreements will fully protect the Company from competitive injury if any of these individuals leave the Company.
 

3.7 Reliance On Strategic Affiliations

Integral to the Company’s business strategy is the utilization of strategic affiliations. The Company’s operations are dependent on the continued efforts of these relationships. Should any such affiliate be unable or unwilling to continue its present and/or future involvement, the Company’s prospects could be adversely affected. 
 

3.8 Limited Insurance Coverage

Similar to other companies in the industry, the Company has found it difficult to obtain, on an economical basis, insurance coverage against all possible liabilities that may be incurred in connection with the conduct of its business. Accordingly, a partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on the Company.
 

3.9 Labor Relations

Many individuals who may become associated with the Company’s productions are members of guilds or unions, which bargain collectively with producers on an industry-wide basis from time to time. In such cases the Company’s operations would be dependent on compliance with the provisions of collective bargaining agreements or the governing relationships with these guilds and unions. Strikes or other work stoppages by members of these unions could delay or disrupt the Company’s activities, and have a material, adverse effect on the Company.
 

3.10 Regulation

Certain segments of the education and technology industries, including broadcast networks, cable networks and radio stations, and, more recently, the Internet, have been subject to substantial regulation at the international, federal, state and local levels. Regulation covers such areas as ownership, licensing, acquisition, programming content, access to programming and networks, and, in the case of cable television, charges to consumers. In the past, the regulatory environment, particularly with respect to the telecommunications industry and the television and radio industry, has been fairly rigid. To the extent that the Company’s projects do not comply with certain of these regulations, they may be edited or effectively prohibited from exhibition in applicable television stations, networks and in foreign territories. Likewise, there can be no assurance that regulations currently in effect or adopted in the future will not have a materially adverse effect on the Company’s ability to conduct its business.

The television industry is subject to regulation by the Federal Communications Commission (the "FCC"). The networks are currently limited by the Financial Interest and Syndication Rules of the FCC in the amount of programming they may produce and the rights that they may retain in programs. However, these rules were recently relaxed in favor of the networks. The softening of the Financial Interest and Syndication Rules could adversely impact the Company as a result of potential increased competition from the networks.
 

3.11 Impact of Government Regulations

The Company’s business is subject to review by governmental authorities. The Company intends to operate its business in compliance with all applicable regulations. However, the development of Internet content and securities and investment businesses, the increasing number and complexity of the regulations and the decentralized nature of the Company’s anticipated client base all will contribute to the risk that the Company may at some time become the subject of regulatory action, which could include administrative or judicial orders restricting its business, fines, restrictions upon who may manage or work for the Company and the imposition of fines or orders to pay damages, all of which could have and adverse effect on the business of the Company.
 

3.12 Dilution

After completion of the Offering, the existing shareholders will own 6,625,000 shares of the Common Stock, representing 76.8% of the Company’s Common Stock (assuming 2,000,000 shares of the Common Stock are sold), whereas the Purchasers of Common Stock in this Offering will own 23.2% of the Company’s Common Stock, for which they will have paid $[--.--]/Share, representing an immediate dilution in their investment. In the event the Company requires additional equity financing pursuant to the Shares offered hereunder, the Purchasers of the Shares may experience further dilution to the extent that additional shares may be issued for a value less than the price paid for the Shares. (See Section 6.0: "Dilution").
 

3.13 Projections

The financial projection discussion of the Company included in this Memorandum is based upon assumptions that the Company believes to be reasonable. (See Section 8.0: "Selected Financial Data"; Section 9.0: "Management’s Discussion and Analysis of Financial Condition and Results of Operations"; and Section 10.0: "Pro Forma Statement". Such assumptions may, however, be incomplete or inaccurate, and unanticipated events and circumstances may occur. For these reasons, actual results achieved during the periods covered may be materially and adversely different.

Even if the assumptions underlying its plans prove to be correct, there can be no assurance that the Company will not incur substantial operating losses in attaining its goals. The Company’s plans are based on the premise that existing consumer demand for education products properties, projects, goods, services, investment opportunities and the Internet will continue. There can be no assurance that the Company’s objectives will be realized, if any of the assumptions underlying its plans prove to be incorrect. Investors should be aware that no independent market studies have been conducted by the Company regarding the Education Products industries, nor are any such studies currently planned.

The Company’s independent public accountants have not compiled or examined the documents, and accordingly, are unable to express an opinion or give any other form of assurance concerning such documents.
 

3.14 Liquidity

The shares of Common Stock offered hereby are being offered in a private offering based upon available exemptions from federal and state securities laws. There is no public market in which Shares of Common Stock may be sold, and it is not anticipated that any such market will develop in the foreseeable future. Purchasers of Common Stock in the Offering will be parties to the Registration Rights Agreement, but there is no assurance that the Company will be able to register the resale of its Common Stock in the future or that a public offering of Common Stock will be possible. Accordingly, and as provided in the Subscription Agreement, attached to this Memorandum as Exhibit A: "Form 1 — The Subscription Agreement," the Purchaser Questionnaire attached to this Memorandum as Exhibit B: "Form 2 — The Purchaser Questionnaire," and the Purchaser Representative Questionnaire attached to this Memorandum as Exhibit C: "Form 3 — The Purchaser Representative Questionnaire," Shares purchased in this Offering may not be resold unless there is an available exemption from such laws. In addition, the Subscription Agreement contains other contractual restrictions on the ability of the Purchaser to sell or pledge the Shares owned, including a requirement that any Shares proposed to be sold be offered first to the Company, and a requirement that any Purchaser execute a form of an Addendum as attached to the Subscription Agreement wherein the Purchaser agrees to be bound by the Subscription Agreement. Purchasers of Shares of Common Stock may find these restrictions limit or prohibit their ability to sell Shares of Common Stock, and, therefore, should be prepared to hold their Shares for an indefinite period of time.
 

3.15 Restrictions On Transfer

Investors will own unregistered securities comprising a minority interest in a privately traded company. The Shares may not be transferable under certain state securities laws, which require registration or qualification. In such cases, the Subscriber desiring to dispose of Shares must deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the proposed disposition of shares will not violate the registration or qualification requirement of the relevant state securities law. The Subscription Agreement also provides that a shareholder seeking to sell shares of Common Stock must first offer them to the Company which then has the right of first refusal before they may be sold.

Because of potential restrictions on transferability of the Shares, and the fact that no trading market exists or is expected to develop for the Shares, holders of the Shares are not likely to be able to liquidate their investments or pledge the Shares as security on a loan in the event of an emergency. Thus, the Shares should be considered only as a long-term investment. There can be no assurances that the Company will be able to effect a public registration of its Shares as its present level of business does not merit public ownership. In order to effect value from a public offering, a suitable underwriter must be located and a public market must be maintained following such offering. Typically in an initial public offering, existing shareholders are not permitted to sell their Shares in the Offering, and are frequently required by the underwriter to "lock-up" their shares for a period of time thereafter. (See Section 18.2: "Lock-Up Agreement").
 

3.16 Determination Of Offering Price

The offering price for the Shareholders as noted in this document was determined arbitrarily by the Company based upon a number of factors. Such price is based primarily on the amount of funds sought from this financing and the number of Shares the Board is willing to issue in order to raise these funds. Accordingly, there is no relationship between the Offering price and the assets, earnings or book value of the Company, the market value of the Common Stock, or any other recognized criteria of value. As such, the Offering price does not necessarily indicate the current value of the Shares and should not be regarded as an indication of any future market price of the Company’s capital stock.
 

3.17 Best Efforts Offering

The Shares are offered by the Company on a "best efforts" basis. No individual, firm or corporation has agreed in advance to purchase any of the offered Shares. No assurance can be given that any or all of the Shares will be sold.
 

3.18 Dividends

The Company, at its option, may pay dividends to holders of Common Stock. However, it is not the Company’s intention at the present time to do so. (See Section 5.0: "Dividend Policy").
 

3.19 Working Capital Requirements

The Company intends to use the net proceeds of this Offering to fund ongoing working capital needs. Management will have broad discretion to determine how such proceeds will be used. (See Section 4.0: "Use of Proceeds"; and Exhibit E: "Statement of Projected Operating Cash Flow").
 

3.20 Proprietary Rights

The Company’s development of individual properties and projects could result in the creation of proprietary programming, characters, software and technology. The Company’s success will depend in part on its ability to obtain and/or enforce intellectual property protection for these assets, both in the United States and in other countries. The Company, in such circumstances, may file applications for patents, copyrights and trademarks, as Management deems appropriate. There can be no assurance that any such application, if filed, will be approved, or that the Company will have the financial and other resources to enforce its proprietary rights against infringement by others. In addition, no assurance can be given that any patent, trademark or copyright obtained by the Company will not be challenged, invalidated or circumvented. The Company’s intellectual property rights also may be further eroded given the Company’s reliance on the Internet as a primary mode of communication.

Assuming that all 2,000,000 Shares are sold, the net proceeds from the sale of the Shares are estimated to be $[--,--,--] after deducting estimated offering expenses payable by the Company. The net proceeds from the sale of the Shares will be used to fund organizational and offering expenses in connection with the continued development of the Company’s proposed project development, asset management and Internet activities:

1. The EPROD Finanancing Fund;

2. Strategic Acquisitions;

3. The EPROD Public TechFin Offerings through SEC Small Corporate Offering Registrations (SCOR/U-7s);

4. Working capital and general corporate purposes.

Pending such uses, the net proceeds will be invested in high-quality, short-term, interest bearing securities or accounts.

If at least $1,000,000 but less than $[--,--,--] worth of Shares are sold, the Company may conclude the Offering as stated above. Depending upon the actual numbers of Shares sold, the amounts set forth above may vary, subject in each case to reallocation by the Company’s Management in the best interest of the Company. In all cases, the Company’s Management will exercise fiscal caution in its use of these funds. However, if less than $[--,--,--] in Shares are sold, it would be expected that the growth of the Company may be somewhat slower than represented in the pro forma financial statements, particularly due to the fact that fewer funds would be available for capital expansion, marketing costs and working capital. 

The revenues for the Company consist of the following fee and/or profit participation income sources:

• Fee income not yet collected for completed project finance advisory work;

• Fee income for structured finance advisory work to be performed during the business transition period;

• An annual management fee consisting of one and one-half percent (1.5%) for the life of the EPROD Finanancing Fund in connection with the proposed $400 million EPROD Finanancing Fund for development of investment opportunities identified by the Company;

• Fee income generated from the EPROD Financing Fund’s banking activities in connection with the Fund;

• A 20% participation in the investment returns, once the limited investors have recouped 110% of their committed capital in connection with the EPROD Financing Fund;

• A 10% fee on all gross receipts accrued by talent under management in connection with talent management;

• Fees relating to advertising;

• Fees relating to management consulting;

• A 10% commissions of all gross revenues generated from sales of TechFin Merchandise; and

• Internet Services consisting of (i) consulting; (ii) web development (architecture, hosting, design, programming, marketing); and (iii) advertising. Fees per engagement are expected to be $10,000, $25,000 and $100,000 respectively.

In addition, income will be derived to the extent the Company is successful in establishing subsequent public and/or private Financing Funds. A more complete discussion may be found in  Exhibit D: "Statement of Projected Operating Cash Flow."

9.0 Management's Discussion and Analysis of Financial Condition And Results of Operations

9.1 General

The Company maintains its books on the accrual basis of accounting. For purposes of the statement of cash flows, cash consists of amounts on deposit with a commercial bank, available on demand. Depreciation is computed on property and equipment using straight line and accelerated methods over useful lives of five years.
 

9.3 1998 Results From Operations

TechFin Products/EdFundium (the "Company") is a globally-oriented, Internet-enhanced, education products and services that will 1) develop, capitalize and manage original education projects; and 2) exploit emerging e-commerce technologies to create a hybrid form of online finance and education. The Company provides "turn-key" solutions for the development and use of original education assets by capitalizing projects through a $400 million, limited partnership, Education Products Financing Fund; ("EPROD Financing Fund;"); and producing, aggregating and managing projects through the use of traditional Project Finance techniques and the Internet.

The projects to be developed by EdFundium will include both the "bricks and mortar" and "multimedia" varieties. "Bricks and Mortar" projects include education, music and convention centers, celebrity resorts and restaurants, spas and wellness centers, video gaming and amusement centers, and motor education complexes. "Multimedia" projects include celebrity education events, film, television, music and Internet-based educational programming and productions, education franchises, merchandising, and intellectual property assets. Two major types of projects will be developed and financed:

1. Providing investment opportunities to finance the event;

2. Associating the event with prominent personalities or relevant products; and

3. Creating the possibility for on-going interaction between consumers and businesses and the individuals and properties that the Company selects for promotion through the use of its global EdFundium Network and the TechFin Products Community.

The Company intends to achieve its objectives and extend its leadership position in a multi-disciplinary industry by delivering real- and cyberspace, education, investment and Internet products and consulting services. These products and services will be made possible through the development and implementation of a novel business model with a convergent business strategy involving the identification of premiere education opportunities, and the development and management of a Education Products Equity Fund^; (the "EPROD Financing Fund"), and the use of financial techniques/analytical tools and new information technologies.
 

11.3 Target Market

A. Key Market Factors And Trends

Management believes the following key market factors and trends will support the continued growth of the education and Internet industries:

11.4 Education Content

A key component of the Company’s business model is to raise and manage a $400 million Education Financing Fund ("the EPROD Financing Fund"). 

A. Education Products Projects ...

• "Bricks and Mortar" Properties ... ; and
  

• "Multimedia" Properties, such as film, television and Internet education and educational programming, celebrity and specific education tournaments, and merchandising;.

B. Development And Packaging Of Products ...

C. Acquisition Of Properties ...

D. Distribution Of Completed Projects ...

E. Personnel Management ...

F. Media Coverage Of Selected Events ...
 

11.5 The Education Products Financing Fund

The EPROD Financing Fund’s investment objective will be to maximize capital appreciation through equity investments in the packaging, construction, expansion, production, development and/or acquisition of education and hospitality properties. The "bricks and mortar" and "multimedia" properties developed not only will exploit regional, national and international trends in consumer behavior and changes in economics and technology, such as digital convergence, but also will embody elegance, refinement, class, exclusivity and prestige. In addition, they will be characterized by predictable cash flow from operations, a strong competitive position and significant market share. The Fund will invest pursuant to guidelines that will minimize the business and financial risks inherent in any investment and promote attractive financial returns. 

A. Features Of The Fund

TechFin Assets, as the holding company, will both raise and manage the EPROD Finanancing Fund. The Fund will have the following features:

1. The minimum subscription from either institutional or retail, on- or offline investors will be $1,000,000. However, Management reserves the right to accept smaller subscriptions.
   

2. The first closing of the Fund will occur when the Fund has reached $120 million, on or before six months from initial placement. The final closing will occur when an additional $280 million has been raised, on or before an additional six months thereafter, for a total of $400 million.
   

3. The term of the Fund will be for seven years, subject to three annual extensions. However, investors must make a minimum five year commitment of their investments.
   

4. The targeted return to limited partners on the project finance capital will be a minimum of 20% net of all management fees, carried interest and expenses.
   

5. Profits will be allocated in the following manner:
   

   • 100% of all distributions to all members until the return of contributed capital;

   • 100% of all distributions to all members until they achieve a 10% return on contributed capital;

   • 100% of all distributions to the fund manager and any special limited partners until they receive a 20% aggregate allocation of cumulative; and thereafter

   • 80% of all distributions to all distributions to all members and 20% of all distributions to the Fund Manager and any special limited partners.
     

6. The Fund Manager will commit the greater of $500,000 or 1% of committed capital to the Fund.
   

7. The management fee will be 1.5% of project finance capital for the life of the EPROD Finanancing Fund.
   

8. A major investment bank will provide distribution and placement services for the Fund.
   

9. The Fund’s exit or liquidity strategies include, but are not limited to, the following:
   

   • Recapitalization using the United States Securities Act of 1933, as amended, Rule 144A — Private Resales of Securities to Institutions, and a Real Estate Investment Trust ("REIT");

   • Initial Public Offerings of (a) individual projects; and (b) pooled portfolio holdings;

   • Stock Exchange listing of the entire Fund;

   • Negotiated sale of (a) individual projects; (b) pooled portfolio holdings; and/or (c) the entire Fund to strategic, contractually-obligated income investors/buyers;

   • Put/call options to local partners, private companies or institutions on specific investments; and

   • Long-term return from high quality cash flow/dividend without a direct exit strategy.

Ultimately, the EPROD Financing Fund will be the first in a series of global Financing Funds that the Company will develop by using rapidly evolving digital technology to interact with and attract new investors and investment opportunities. (See Section 11.9(B)(2): "Investment Products - The EPROD Financing Fund").
 

11.6 EPROD Public TechFin Offerings

11.7 Structured Finance

The Company will play an active management role in its investment projects in order to maximize its influence on operations and strategy.  

A. Education Products ...

B. Investment Products 

1. The minimum subscription from either institutional or retail, online or off-line investors will be $4,000,000. However, Management reserves the right to accept smaller subscriptions.
   

2. The first closing of the Fund will occur when the Fund has reached $120 million, on or before six months from initial placement. The final closing will occur when an additional $280 million has been raised, on or before an additional six months thereafter, for a total of $400 million.
   

3. The term of the Fund will be for seven years, subject to three annual extensions. However, investors must make a minimum five year commitment of their investments.
   

4. The targeted return to limited partners on the project finance capital will be a minimum of 20% net of all management fees, carried interest and expenses.
   

5. Profits will be allocated in the following manner:
   

   • 100% of all distributions to all members until the return of contributed capital;

   • 100% of all distributions to all members until they achieve a 10% return on contributed capital;

   • 100% of all distributions to the fund manager and any special limited partners until they receive a 20% aggregate allocation of cumulative, and thereafter;

   • 80% of all distributions to all distributions to all members and 20% of all distributions to the Fund Manager and any special limited partners.
     

6. The Fund Manager will commit the greater of $2,000,000 or 1% of committed capital to the Fund.
   

7. The management fee will be 1.5% of project finance capital for the life of the EPROD Financing Fund.
   

8. A major investment bank will provide distribution and placement services for the Fund.
   

9. The Fund’s exit or liquidity strategies include the following:
   

   • Recapitalization using the United States Securities Act of 1933, as amended,Rule 144A- Private Resales of Securities to Institutions, and a Real Estate Investment Trust ("REIT");

   • Initial Public Offerings of both (a) individual projects; and (b) pooled portfolio holdings;

   • Stock Exchange listing of the entire Fund;

   • Negotiated sale of (a) individual projects; (b) pooled portfolio holdings; and/or (c) the entire Fund to strategic, contractually-obligated income investors/buyers;

   • Put/call options to local partners, private companies or institutions on specific investments; and

   • Long-term return from high quality cash flow/dividend without a direct exit strategy.

Ultimately, the EPROD Financing Fund will be the first in a series of global Financing Funds that the Company will develop by using rapidly evolving digital technology to interact with and attract new investors and investment opportunities. (See Exhibit F: "The EPROD Financing Fund^; Executive Summary"; and Exhibit G: "The EPROD Financing Fund Financial Model").

11.9 Marketing

A. Marketing Plan

• Emphasis on the development and maintenance of product and service quality;

• Intimate understanding of the Company’s markets, audiences, products and services;

• "Superbranding" - Creation, development and maintenance of the presence, high quality and integrity of its brands;

• Development and incorporation of the Company infrastructure and services to deliver complete, online, interactive experiences;

• Creative and integrated application of a wide range of combined "real-space" and interactive marketing techniques within constrained budgets;

• Development and maintenance of the target audiences’ strong connection with and commitment to the Company, its products and services and the TechFin Products Community;

• Implementation of performance testing and tracking and the on-going modification of existing and creation of new marketing techniques.

B. Marketing Objectives

The Company’s overall marketing objective is to make its trademark, TechFin Products (EdFundium), and its products, investment opportunities and services an "Superbrand" in the global education marketplaces. Through the use of both "real-space" and interactive marketing methods, the Company will seek to make EdFundium a ubiquitous component of the lives of its investors, online devotees, consumers and education enthusiasts. 

In order to promote its EPROD Projects, products, investment opportunities and services and attain its overall marketing objective of creating and maintaining an "Superbrand," TechFin Products will seek to achieve the following marketing goals:

Initially, TechFin Products will seek to capture the interest, awareness and "call-to-action" of the global "Internet" and "Internet-capable," consumer and business audiences through the use of both traditional and cyber-based, interactive marketing methods.

After acquiring both web-presence and product recognition, the Company’s intermediate marketing goal is to convey information about the Company and its innovative education, investment opportunities in a manner that solidifies its audiences’ on-going commitment to (1) use of the Company’s Web site, the EdFundium Network, and its projects, properties, investment opportunities, products and services; and (2) membership and participation in the TechFin Products Community.

The Company’s long-term marketing goal is the continued engagement, development and expansion of the mindshare of the consumer and business audiences and the TechFin Products Community through its real- and cyberspace presence and activities.

C. Marketing Strategy

In order to accomplish its marketing goals, TechFin Products’ marketing strategy includes the following elements:

1. Define the Company’s brands and differentiate TechFin Products (EdFundium) from its competition in the education and education industries by preemptively emphasizing the philosophy and spirit of its products;
   

2. Create awareness of the corporate brand, EdFundium, and, adjunctively, its parent, TechFin Products , through broad exposure of the Company’s "globe and ring" corporate logo;
   

3. Develop traffic to the Company’s web site, the TechFin Products Network, EPROD Projects, investment opportunities, products and services through implementation of an expanded communications campaign utilizing a variety of "horizontal" and "vertical" content development and delivery systems;
   

4. Develop targeted audiences’ transactional interest in and commitment to the Company and its products and services by utilizing a variety of "horizontal" and "vertical" content development and delivery systems;
   

5. Develop a cyberspace dialogue capacity between the Company, its Internet, investment, education products and services, and its multi-niched and multi-wedged consumer and business audiences through the EdFundium Network and the TechFin Products Community; and
   

6. Establish the "Superbrand" presence of the Company and its products and services in the education, Internet and financial worlds through the Company’s extended marketing channels and continued development and maintenance of its brand presence and integrity.

D. Iconography

The Company has developed distinctive iconography to visually represent its global brand identity. The logo is a thoroughly modern, impressionistic representation of "TechFin" and "EdFundium". It also calls to mind education images. The Company also has developed an TechFin Products Stock Certificate symbolizing the investor’s ownership interest in the Company and contribution to and participation in its success. The stock certificate’s appearance is meant to resemble those of companies founded during the Industrial Revolution, another era of enormous technological and commercial growth. The iconography will be utilized on all the TechFin Products ’ EPROD Projects, advertisements in both real- and cyberspace and promotional and retail merchandise, as well as on the EdFundium Network at <http://www.EdFundium.com/> and related Internet sites and links.

E. Marketing Audiences

The education audiences to be targeted by the Company’s marketing strategy can be divided into two audiences - consumers and the business community.

The demographics of the consumer audiences can be described in the following general manner: 25-45 years old; male and female, college educated; urban and suburban sophisticates; education enthusiasts; hospitality and leisure connoisseurs; and technologically sophisticated, online devotees. While the Company anticipates that the majority of the targeted consumer audience initially will be made up of Americans, translation of the EdFundium Network into eight languages (English, French, German, Spanish, Russian, Chinese, Japanese and Korean), will provide global access to the Company’s products, investment opportunities, services, and the TechFin Products Community.

EdFundium will target business audiences that are either directly or tangentially involved in or interested in utilizing the products and/or services of the Internet, financial, and education production industries. Examples include off- and online investment banks; online brokerages; institutional investors; Web portal companies (ie. horizontal information portals; horizontal community portals; vertical education portals; vertical education portals); computer companies (business/consumer and home); diverse education companies; media networks; movie services; and Internet retailers. Ultimately, EdFundium’s multi-lingual Web site will enable the Company to engage business audiences on a global level.

F. Content Development And Delivery Systems

While specific marketing content will be tailored to address the different interests and needs of the consumer and business audiences, it will be delivered synchronously to both audiences using "horizontal" and "vertical" content development and distribution systems.

Specific marketing content will be delivered "horizontally" through information and interactive activities on the Company’s Web site, the EdFundium Network, and other traditional media resources, thereby reaching a broad range of constituents in targeted audiences.

Marketing content also will be developed and delivered "vertically" through a variety of "direct-response" techniques, such as direct and propagated web-based marketing tools and e-newsletters, promotional offerings; telemarketing; classified ads; inserts; product placement; and cross-fertilization with affinity Web sites, such as online brokerages, vertical education content sites, radio and television networks, and strategic partnerships with specific industry leaders. 

11.10 Competition

A. Competitive Edge

TechFin Products offers products, services and investment opportunities in the Internet, education and financial industries. The Company’s essential competitive advantage lies in its ability to identify market and growth opportunities and efficiently and effectively leverage its business model to capitalize on them. The following identifies the synergistic elements that differentiate the Company from its current industry peers.

B. Competitors And Partners

The Company’s efforts in developing its original Web-based education projects will face competition from online education developers such as ... . Additionally, the Company’s online education content will have to vie for audience attention from current vertical education Web sites like ... . The Company’s education-related productions also may compete with Web sites such as ... .

The Company’s goal of building a community of active visitors, users, spectators, customers, participants, project originators/contributors, investors, public subscribers, clients and strategic partners through its EPROD Financing Fund and EPROD Projects may face competition from established community Web sites such as ... . Offline, the Company will face competition from education developers who also are using structured finance techniques, such as ... . The Company’s Internet/Web development efforts also will face competition from established Internet and multimedia professional services firms, such as ... . The Company’s investment products, the EPROD Financing Fund and EPROD Public TechFin Offerings also may be in competition with financial product offerings from online public venture fund companies like ... , as well as issues from online investment banks like ... . . Overall, the Company, as a relatively new entrant into the education industry, also may compete with large and diverse education companies, such as ... .

Despite the competition presented by the above-listed entities currently operating in the Internet, education industries, the Company believes that the rapid expansion of businesses into the Internet marketplace offers TechFin Assets multiple opportunities for strategic partnerships, alliances, collaborations and joint ventures with a diverse range of corporate, academic and other 501(c) entities, even those that may be potential competitors, in order to meet the needs of the real- and cyberspace, education community. 

11.11 Employees

The Company’s continued success will depend on its ability to attract and retain qualified professionals who are in great demand throughout the industry. In connection with certain of its activities, such as development and production of projects and properties, the Company has and expects to continue to utilize the services of independent third parties. The extent of the Company’s utilization of these services will be determined on a project-by-project basis. The Company believes that such services are available from numerous sources at competitive rates. None of the Company’s current employees is represented by a labor union and the Company believes that its employee relations are excellent.

11.12 Facilities

The Company’s corporate headquarters is located at 175 Green Street, Suite 150, Springfield, Kentucky 55512. Its telephone is (555) 123-1234 and facsimile is (555) 123-1235. In addition, the Company can be reached on its Web site, the EdFundium Network at <http://www.EdFundium.com/>. Although its existing facilities are sufficient for its current needs, the Company anticipates that a move to larger quarters is planned for the future. The Company does not anticipate any difficulty in locating the additional space required to accommodate expansion of its operations.
 

11.13 Insurance

The Company has found it difficult to obtain economical insurance coverage against all possible liabilities that may be incurred in connection with the conduct of the Company’s business. However, the Company currently is maintaining insurance at a level that it believes is appropriate to conduct its business.
 

11.14 Legal Matters

The Company is not a party to any pending legal actions or proceedings, and the Company is not aware that any such actions are likely to be initiated in the near future.
 

12.1 Steven Jones, Jr.

12.2 Carol F. Tripp

12.3 Roger C. Homer

13.1 David C. Sawyer

...  

13.2 David P. Welle

...

13.3 Arlyne Boardwalk

...

13.4 Steven Brown

... 

13.4 Daniel Brenner

... 

15.1 Description of Executive Compensation

As of the date of this Memorandum, the Company’s officers and directors have received no salaries and/or compensation of any kind, and no salaries or compensation are anticipated to be paid until capital is raised through this Offering. Compensation arrangements for executive officers and directors will be determined by the Board of Directors.

As of this Offering, the authorized capital stock of the Company consists of 28,000,000 Shares of Common Stock of which 6,625, 000 Shares are issued and outstanding, and held of record by fourteen (14) shareholders. The Company has issued outstanding options to acquire 137,000 Shares of Common Stock. (See Section 16: "Certain Transactions"). The Company has no other commitments to issue any other option, right or warrant, or to issue or deliver any shares except as contemplated hereby. However, the Company has had discussions with other investors and may issue shares to them in the future. The Company has full power to convey clear and marketable title to the Shares as contemplated hereby, free of any liens, charges or encumbrances. The respective rights of the Common Stock are qualified in their entirety by reference to the Company’s Certificate of Incorporation and Subscription Agreement. Copies of these documents, in which such rights are set forth in full, will be provided to qualified prospective investors as part of the subscription procedures.
 

By executing the Subscription Agreement, each investor agrees that for a period of 366 days following the date closing of an initial public offering of the Company’s Securities (if any), the investor will not sell or otherwise transfer any of his/her shares without the prior written consent of the Company.
 

[ ] will act as the Company’s Transfer Agent. However, at such time as the Company goes "public," the Company reserves the right to engage the services of another qualified company to act as Transfer Agent and Registrar.
 

• the investor’s qualifications to purchase the Shares; and

• the investor’s ability to evaluate and bear the risk of an investment in the Company.

 
The validity of the Common Stock offered hereby will be passed upon for the Company by its counsel [ ].

 
The Company’s financial statements attached to this Memorandum as exhibits for the period ending December 31, 1998 are unaudited and were prepared in accordance with what the Company believes to be generally accepted accounting principles. The financial projections of the Company for the first five years of operation also were prepared in accordance with industry standards for such projections and have been attached to this Memorandum as Exhibit E: "Statement of Projected Operating Cash Flow." 

1. Have knowledge and experience in financial and business matters which renders them capable of evaluating the merits and risks of the proposed investment;

2. Can bear the economic risks of the investment; and

3. Either personally possess such knowledge and experience in financial and business matters as to render them capable of evaluating the merits and risks of the investment, or together with their Purchaser Representative, have such knowledge and experience.

1. Term: The term of this Subscription Agreement ("Agreement") shall be for the period commencing as of the date hereof and continuing until such time as the Purchaser is no longer a holder of any interest in the Common Stock, or as otherwise provided herein.

2. Sale and Purchase of Shares: Provided that the Company shall accept the Purchaser’s subscription, the Company agrees to issue to the Purchaser, and the Purchaser agrees to purchase from the Company, the number of shares of Common Stock for which subscription has been accepted by the company (the "shares") as indicated on the last page of this agreement (alongside the Company’s execution) at a purchase price of $[-.--] per share (the "Purchase Price"). The Purchaser acknowledges that prior to the execution hereof the books and records of the company, to the extent that they exist, have been made available for inspection by the undersigned at the offices of the Company.

3. Payment by Purchaser: The Purchaser shall make payment for the Shares by delivering to the Company the Purchase Price in the form of a check or money order payable to the order of the Company.

4. Closing: The closing of the sale and purchase described in section 2 hereof (the "Closing") shall occur upon the Company’s acceptance of Purchaser’s subscription to purchase the Common Stock. Within fourteen (l4) days after the Closing, the Company will deliver to the Purchaser a fully executed copy of this Agreement and a certificate of certificates evidencing the Purchaser’s ownership of the number of Shares with respect to which the Purchaser’s subscription was accepted by the Company.

5. Representation and Warranties by the Purchaser: The Purchaser represents warrants and covenants that:

   5.1 Applicable Securities Laws: The Purchaser intends that only the state securities laws of the state listed in the address of the Purchaser below, or those securities laws of the State of Kentucky, together with the federal securities laws, govern this transaction.

   5.2 Accredited Investor Status: The Purchaser is an Accredited Investor as such term is defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly falls within at least one of the following categories of accredited investors:

a. Any bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; as broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the United States Small Business Administration under Section 301(9) or established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are "accredited investors."

b. Any private business development company as defined in Section 2020(a)(22) of the Investment Advisors Act of 1940.

c. Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

d. Any director or executive officer of the Company.

e. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000.

f. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

g. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he is capable of evaluation the merits and risks of the prospective investment as further described in Rule 506 (b)(20)(ii) of the Securities Act.

h. Any entity in which all of the equity owners are "accredited investors," as described in any of (a) through (g) above.

5.3 Knowledge and Experience: The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is fully capable of evaluating the merits and risks of an investment in the Common Stock.

5.4 Purchaser’s Liquidity: The Purchaser has adequate means of providing for the Purchaser’s current needs and personal contingencies and has no need for liquidity in connection with the investment contemplated herein. The Purchaser acknowledges that the Purchaser must bear the economic risk of investment in the Common Stock for an indefinite period of time.

5.5 Restrictions on Transfer: The Purchaser acknowledges and understands that the Common Stock has not been registered under the Securities Act of l933, as amended, or under any state securities laws and agrees that the Shares cannot be resold unless they are subsequently registered under the Securities Act or applicable state securities laws unless an exemption from such registration is available. The Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares, except as permitted by law and by the terms of this agreement. If the Purchaser is a Pennsylvania resident, the Purchaser further agrees that notwithstanding anything to the contrary contained in this Agreement, he will not sell his shares for a period of at least twelve months from the date hereof. The Purchaser acknowledges and understands that the transfer of the shares is restricted by the terms of this agreement and that there is no assurance, and it is unlikely, that Rule 144 of the Securities Act will be available as a basis for exemption from registration of the Common Stock.

5.6 Nondistributive Intent: The Purchaser understands that the exemption from registration under the Securities Act upon which the Common Stock is being offered depends upon, among other things, the bona fide nature of the Purchaser’s nondistributive intent with respect to the Common Stock as expressed herein. The Purchaser is purchasing the Common Stock for investment for the account of the Purchaser, not for the intention to resell or otherwise distribute such stock.

5.7 Reliance Only on Memorandum: The Purchaser acknowledges and represents that the Purchaser has made the decision to invest in the Common Stock solely on the basis of information set forth in the Memorandum and that no officer, director or other person affiliated with the company has given any information or made any representation, oral or written, other than as provided in the Memorandum, on which the Purchaser has relied in deciding to invest in the Common Stock including, without limitation, any information or representations with respect to future operations of the company or to the economic returns which may accrue to the Purchaser as a result of the purchase of the Common Stock.

5.8 Recission Right for Certain State Residents: Notwithstanding Section 2 hereof, the Purchaser, if a Florida state resident, shall have the right at any time within three (3) days after the Purchaser first tenders consideration for the purchase of the Common Stock or the date of execution of this Agreement, whichever is later, to notify the company, pursuant to the provisions of section 9 herein, of the Purchaser’s intent to cancel this Agreement. In such event, this Agreement shall be canceled and of no further force or effect, and the Company shall promptly cause to be refunded to the Purchaser all consideration paid by the Purchaser for the shares in connection herewith, without interest or deduction.

6. Transfer of Common Stock:

6.1 Legends:

a. Until the occurrence of one of the events specified in Section 6.3, the certificates representing the Common stock shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND MAY NOT BE SOLD, TRANSFERRED, OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SERCURITLES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

b. So long as this Agreement shall remain in effect, all certificates representing the Shares shall be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE AND ALL RIGHTS REPRESENTED BY SUCH SHARES, ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER HEREOF DATED ___________ , 1999, AS THE SAME MAY BE AMENDED. A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.

6.2 Opinion of Counsel: Prior to any transfer or attempted transfer of any of the Common Stock issued hereunder (including any proposed transfer under Section 7), or any interest therein, the Purchaser, or, if the Purchaser is not the person proposing such transfer, the holder of the Common Stock, shall give the Company written notice of his intention to make such transfer, describing the manner of the intended transfer and the proposed transferee. Promptly after receiving such written notice, the Company shall present copies thereof to counsel for the Company and to any special counsel designated by the Purchaser or by such holder. If in the opinion of each of such counsel the proposed transfer may be effected without registration of the Common Stock under the applicable federal or state securities laws, the Company, as promptly as practicable, shall notify the Purchaser or such holder of such opinions whereupon the Common Stock proposed to be transferred shall transfer in accordance with the terms of said notice. The Company shall not be required to effect any such transfer prior to the receipt of such favorable opinion(s); provided, however, the Company may waive the requirement that the Purchaser obtain an opinion of counsel, in its sole and absolute discretion. As a condition to such favorable opinion, counsel for the company may require an investment letter to be executed by the proposed transferee. Purchaser or holder, as the case may be, agrees to pay the reasonable fees and expenses of counsel to the company in connection with any such proposed transfer.

6.3 Unrestricted Transferability: The restrictions imposed by sections 6.l(a) and 6.2 herein shall terminate as to some or all of the Common Stock when:

a. Such Common stock shall have been effectively registered under the Securities Act and any applicable state law and sold by the holder thereof in accordance with such registration; or

b. Written opinions to the effect that such registration is no longer required or necessary under any federal or state law or regulation or governmental authority shall have been received from legal counsel for the Company.

Whenever the restrictions imposed by sections 6.1(a) and 6.2 herein shall terminate, as provided above, any holder of such Common Stock as to which such requirements shall have terminated shall be entitled to receive from the Company, without expense to such holder, a new restrictive legend set forth in Section 6.3(a), infra.

7. Company’s Right of First Refusal:

7.1 Notice to Company: In addition to the restrictions contained in Section 6 hereof, if at any time Purchaser shall receive an irrevocable and unconditional bona fide, arms-length written offer from an independent third party to purchase all or part of his shares (the shares subject to such offer are hereinafter referred to as the "Subject Shares"), then Purchaser (as used in this Section 7, the "Offeror") shall, if he desires to accept such offer, first offer to sell the Subject Shares to the Company for the consideration and on the terms and conditions set forth in such third party’s written offer. The Offeror’s Offer shall be made by written notice to the company (the "Offer"), and shall identify the third party and, if the third party is not an individual, identify the principals and affiliates of the third party. The Company shall have the option, exercisable by notice given to the Offeror within 30 days ("Option Period") after its receipt of the Offer, to purchase all but not less than all of the Subject Shares for the consideration and on the terms and conditions set forth in the Offer.

7.2 Failure to Exercise Option: If the Company does not give notice of exercise as to all of the Subject Shares as provided above, then, notwithstanding anything to the contrary in this Agreement, any purported exercise of the option granted to the Company under Subparagraph 7.1 shall be void. In that event, the Offeror shall be free, for a period of 60 days after the expiration of the option Period, to sell all of the Subject Shares to the independent third party for the consideration and upon the terms and conditions exactly the same as those specified in the Offer. Upon such sale, the Offeror shall be relieved of all obligations under this Agreement only with respect to the Subject Shares, and shall remain obligated hereunder with respect to any Shares still owned by him after the sale of the Subject Shares. If the Offeror shall not sell all of the Subject Shares to the independent third party identified in his Offer within the aforesaid 60-day period, then any transfer by him of any of his shares shall again be subject to the restrictions set forth in this agreement.

7.3 Consideration: If the Company gives notice of exercise as to all the Subject Shares as provided above, then the Offeror shall sell the Subject Shares to the Company, and the Company shall purchase the Subject Shares from the Offeror, for consideration and upon the terms and conditions set forth in the Offer.

8. Indemnification Representations of Purchaser: As a material inducement to the Company in permitting the Purchaser to purchase any of the Common Stock hereby, the Purchaser represents and warrants that none of the representation or warranties made by the Purchaser in this Purchaser Statements contain any intentionally false or misleading statement or omit to state a material fact. The Purchaser shall indemnify the Company to the extent the Company incurs or suffers any damage, expenses (including, without limitation, attorneys’ fees and expenses, even incident to arbitration, appellate, post-judgment or bankruptcy proceedings), loss claim, judgment or liability resulting from the Company’s reliance upon any Purchaser Statement, made by the Purchaser to the maximum extent of the purchase price. In the event the Purchaser refuses or fails to indemnify the Company under this Section 8, the Company may withhold from any distributions or dividends to which the Purchaser would otherwise be entitled, an amount sufficient to satisfy such indemnity obligation as a set-off, without limiting the right of the Company to proceed in any other legal, equitable or contractual remedy directly against the Purchaser for the indemnity obligation.

9. Notices: All notices, requests, consents and other communications hereunder shall be in writing (including telex, telefax and other telegraphic communication) and shall be (as elected by the person giving such notice) delivered by messenger or courier service, or mailed first-class postage prepaid registered or certified mail:

a. If to the Purchaser, addressed to the address set forth below or at the Purchaser’s or any subsequent holder’s address as shown on the books of the Company or to such other address as may from time to time be furnished to the Company in writing by any such holder.

b. If to the Company, addressed to <EdFundium.com> at 175 Green Street, Suite No. Eight, Springfield, Kentucky 02139, or at such other address as may from time to time be furnished to each holder of Common Stock in writing by the Company.

Each such notice shall be deemed delivered and received (i) on the date delivered if by personal delivery; (ii) on the date of transmission with confirmed answer back, if by telefax or other telegraphic method; and (iii) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

10. Miscellaneous Provisions: This Agreement represents the entire subject matter hereof, and supersedes all other negotiations, understandings and representations made by and between such parties. The terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, personal or legal representatives, heirs, successors and permitted assigns.

The headings contained in this Agreement are for convenience of reference only, and shall not affect the meaning or interpretation of this Agreement. If any part of this Agreement is contrary to or deemed invalid under applicable law or regulation, such provision shall be deemed omitted to the extent so contrary or invalid, but the remainder hereof shall not be invalidated and shall be given full force and effect so far as possible. All agreements, representation and warranties made herein or otherwise made in writing by any party pursuant hereto shall survive the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby. It is expressly understood that Sections 1, 2, 5, 6, 7, 8, 9, and 10 shall survive the Closing and any subsequent sale or other transfer by the Purchaser of a portion or all of the Common Stock.

This Agreement and all transactions contemplated by this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Kentucky without regard to principles of conflicts of laws.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute and be the same instrument.

IN WITNESS WHEREOF, the Purchaser(s) hereby execute this Agreement

this ___ day of ,                     1999

Agreed as to _________Shares this _________ day of, __________________ 1999 .

EdFundium

BY:

___________________________________________________

Steven Jones. - President

INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:

1.

2.

3. State in which you:

4. Employer and Position:

5. Business Address and Telephone Number:

6. Business or professional education and the degrees received are as follows:

7. 

(a) Individual income during 1997  (exclusive of spouse’s income)

(b) Individual income during 1998

(exclusive of spouse’s income)

(c) Estimated income during 1999:

(exclusive of spouse’s income)

(d) Joint income, with spouse

(e) Estimated joint income,

(with spouse, for 1999)

8. Estimated net worth (may include joint net worth with spouse)

9. Are you involved in any litigation, which, if an adverse decision occurred, would materially affect your financial condition?

	Yes
	No

If yes, please provide details:

10. I consider myself to be an experienced and sophisticated investor or am advised by a qualified investment advisor, all as required under both federal and state securities laws and regulations:

11. I understand the full nature and risk of an investment in the Shares and I can afford the complete loss of my entire investment in the Company.

12. I am able to bear the economic risk of an investment in the Shares for an indefinite period of time and understand that an investment in the Shares is illiquid.

13. Do you have any other investments or contingent liabilities, which you reasonably anticipate could cause the need for sudden cash requirements in excess of cash readily available to you?

If yes, please explain.

14. Please describe your experience as an investor (including amounts invested) in securities, particularly investments in non-marketable and tax incentive securities such as equipment, leasing, real estate, research and development, or oil and gas. (Attach additional sheets, if necessary)

15. Have you participated in other private placements of securities?

If yes, please provide details.

16. In evaluating the merits and risks of this investment, do you intend to rely upon the advice of your attorney, accountant, or other advisor?

I understand that the Company will be relying on the accuracy and completeness of my responses to the foregoing questions and I represent and warrant to the Company as follows:

1. The answers to the above questions are complete and correct and may be relied upon by the Company whether or not the Offering in which I propose to participate is exempt from registration under the Securities Act and the securities laws of certain states;

2. I will notify the Company immediately of any material change in any statement made herein occurring prior to the closing of any purchase by me of an interest in the Company;

3. I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment; and

4. I am able to bear the economic risk of the investment and currently could afford a complete loss of such investment.

IN WITNESS WHERE OF, I have executed this Purchaser Questionnaire

this_____ day of______ , 1999,

and declare under oath that it is truthful and correct to the best of my knowledge.

Please complete the following Questionnaire fully, attaching additional sheets if necessary.

1.

Name:
Age:
Business Address:

2. Present occupation or position, indicating period of such practice or employment and field or professional specialization, if any:

3. Describe briefly all positions held during the past 10 years related to business and financial matters:

4. List any college, business or professional education including degrees received, if any:

5. Have you had prior experience in advising clients with respect to investments of this type:

	Yes
	No

6. List any professional licenses or registrations, including bar admissions, accounting certifications, real estate brokerage licenses, Securities and Exchange Commission, NASD or state broker-dealer registrations held by you:

7. Describe generally any business, financial or investment experience which enables you to evaluate the merits and risks of this investment:

8. State how long you have known the investor and in what capacity:

9. Except as set forth below, neither I nor any of my affiliates have any material relationship with the Company nor any of its affiliates, nor have we had any material relationship within the past two years, and no such material relationship is mutually understood to be contemplated:

If a material relationship is disclosed above, indicate the amount of compensation received or to be received as a result of such relationship:

For purposes of this Questionnaire, the term "affiliate" of a person means a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person.

For the purposes of this Questionnaire, the term "material" when used to modify "relationship" means any relationship that a reasonable person might consider important in making the decision whether to acknowledge a person as his Purchaser Representative.

10. Please state whether you are an affiliate, principal, or employee of the Company, or the owner of 10% or more of any class of equity securities, or 10% or more of the equity interests of the Company:

11. In advising the investor in connection with the investor’s prospective investment in the Company, I will be relying in part on the investor’s own expertise in certain areas:

12. In advising the investor in connection with the investor’s prospective investment in the Company, I will be relying in part on the expertise of an additional Purchaser Representative or Representatives.

If yes, explain and give the name and address of such additional Representative or Representatives:

13. I understand that the Company will be relying upon the accuracy and completeness of my responses to the foregoing questions and I represent and warrant to the Company as follows:

1. I am acting as Purchaser Representative (as defined in Regulation D promulgated under the United States Securities Act of 1933, as amended) for the investor in connection with the prospective investor’s investment in the Company;

2. The answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the Offering with respect to which I have executed this Questionnaire is exempt from registration under the Securities Act pursuant to Regulation D or otherwise;

3. I will notify the Company immediately of any material change in any statement made herein or occurring prior to the closing of any purchase by the investor of an interest in the Company;

4. I am not an affiliate, officer, director nor other employee of the Company or any of its subsidiaries;

5. I have disclosed to the prospective investor, in writing, prior to the prospective investor’s acknowledgment of me as his Purchaser Representative, any material relationship with the Company or its affiliates, and any compensation therefore, as disclosed in answer to Question 9 above, and

6. I personally (or, if I have checked "Yes" in Question 11 and 12 above) together with the respective investor or the additional Purchaser Representative or Representatives indicated above have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the investor’s prospective investment in the Company.

IN WITNESS WHEREOF, I have executed this Questionnaire this

___ day of______________ , 1999.

• Debt 75%

• Equity 25%

• Debt 1.5%

• Equity 5%

1. Historically, Financing Fund management fees range from 1 to 2.5%. For purposes of projection, a management fee of 1.5% has been assumed for the EPROD Financing Fund. Other fees include a 1.5% advisory fee on debt capital transactions, a 5% placement fee on equity capital transactions, and an investment monitoring fee of 1% on equity capital transactions.

1. Management also assumes that revenues will be generated from financial services associated with the EPROD Financing Fund (e.g., structuring and advisory fees to be earned on placement of senior debt and equity).

2. Fees are anticipated to be earned on placement of senior debt, subordinated debt and equity. The projection reflects the following average capital structure:

• Debt 75%

• Equity 25%

1. Placement fees typically display the following ranges: Debt 1-3% and Equity 3-10%.

2. Based on current industry averages, placement fees are anticipated to be:

• Debt 1.5%

• Equity 5%

 

1. Another expected revenue source from the EPROD Financing Fund is an annual investment monitoring fee of 1% on investments made by the Fund.

 

1. Management anticipates its equity carry as General Partner (20%) in the EPROD Financing Fund not only to be significant, but also to substantially contribute to EdFundium' earnings. However, for purposes of this projection, no such revenues have been assumed.

• Springfield 4 persons

• Kentucky 4 persons