Provides a good solution for ventures to self-issue seed round through IPO on the Frankfurt Stock Exchange

1. Presentation
Business Development &
Funding Process
VISOP
(Vend-In Spin-Off Program)

3. iCapVentures - WHAT WE DO
Similar to a Business Development Company ("Public
BDC"), iCapVentures is a "Private" Business Development Enterprise
("BDE"). Created to help small & medium enterprises (SME's). Our BDE
provides permanent capital to management, allows investments by the
general public uses mezzanine financing opportunities and in alliance with
Maverix Ventures, takes companies public on foreign stock exchanges.
We apply unique and propritary investment banking and structured
finance processes to assist Main Street companies to successfully raise
$1 Million up to $100 Million or more, under our corporate umbrella.
Our holding companies vend SME’s in and we then raise capital as
self-issuers through a unique progressive capitalization process. SME’s
maintain a spin-out option after a seasoning period.

4. iCapVentures - WHAT WE DO (Cont.)
We use proprietary investment banking tools, structures and systems,
which provide investors guaranteed returns, no risk of principal,
adjustable risk options, flexible exit strategies and highly marketable deal
structures - all translating to a successful and timely capitalization of each
company or new venture.
We implement a progressive financial plan in phases which allows
each company the highest probability of capital attainment possible.
From the seed round to taking the company Public on one of the foreign
stock exchanges, to 144A & Reg S Offerings to Qualified Institutional
Buyers and Structured Collateral Loan processes with international
banks.
We provide the highest value at the lowest initial cost possible by
bundling our subsidiary companies with other synergistic companies, so
the cost of raising capital is shared and investors risk is substancially
hedged.

5. iCapVentures - CORE COMPETENCIES
iCap Accountant Investment Securities Broker
Ventures or CPA Banker Attorney Dealer
Produces Pro Forma Yes Yes No No No
Financial Projections
Analyzes & Determines Yes Yes Yes No No
Company’s Valuation
Establishes Price of Yes No Yes No No
Company’s Securities
Structures The Yes No Yes No No
Capitalization Plan
Tailors Offerings To Yes No Yes No No
Meet Market Demand
Produces PPM Yes No No Yes No
Compliant With Regs.
Manages Admin. Yes No No Yes No
Compliance
Conducts & Manages Yes No No No Yes
Capital Raising Process
Takes Company Yes No No No Yes
Public & Mgnt Process

6. CAPITALIZATION ALTERNATIVES
Profitable Profitable
Start-Up
Operating Co Operating Co
Early-Stage
Can’t Afford Initial Can Afford
Small Co w/ Loss
Cost of B/D or IPO B/D or IPO Costs
And by the way…
3rd Party 98% of the “Money Contact Us
All 3rd-Party
Money Finder or Finders” are no for Multiple
Brokers or Money
Non-B/D more than con Funding Options
Finders, if not
artists* & will not
Licensed Broker
raise 1 dime for you
Dealers (B/D) are
illegal & could cost PIPE Funds
Issuer substancial 1% Chance to If in the Lucky 1%
Reverse Merger
SEC Penalties find B/D for the cost will be
Spin-Off
Private Placement $100K upfront, 10%
Mezz
of capital raised
Low Cost IPO
and 10% of your
Listing Off-Shore
Common Stock
An SEC Compliant iCapVentures Other Options
Turn-Key Vend-in Spin-out
Alternative for Capitalization Only Other Alternatives: 1) Deal is
Capitalization Process bankable & you have collateral, or
Through our BDE 2) Give potential Investors a Business
which Low-Cost Only Viable Plan with NO DEAL TERMS & they
Self-Issues Alternative Option come back with a Term-Sheet.
Your Securities You will likely lose control.
* Or really can’t or won’t do what they say they will do

7. iCapVentures
Business Development Enterprise Process

8. iCapVentures
Business Development Enterprise Process
iCapVentures, Inc. forms a new California domiciled HoldCo in which
three SubCo’s Vend-in to be incubated – after substancial Seed Capital is
raised and SubCo seasons, they have a Spin-out option.
The associated cost for each SubCo is minimal, as the HoldCo has the
benefit of spreading the cost across all three companies and investors
have the benefit of a diversified risk into all three SubCo’s, via the
HoldCo.
HoldCo conducts a CA 25102(n) exempt Private Placement Offering of
Participating Preferred Shares, 8% Annual Cumulative Dividend, a 120%
Call on the Preferred and 1X Par on the Participating.
The Private Placement focuses on California Qualified Purchasers and
Self-Directed 401K Investors using our particular system of contacting
and educating them – all SEC compliant
Private Placement capital of +/- $1MM drops down into each SubCo
and additionally pays the costs for each to go public on the Frankfurt
Stock Exchange, which we arrange with Maverix Ventures.

9. iCapVentures
Business Development Enterprise Process
iCapVenturesarranges a going public relationship with affiliate Maverix
Ventures for the next Phase of capitalization.
SubCo Spins-off from HoldCo and into one of Maverix Ventures
Publically traded companies on the Frankfurt Stock Exchange.
Maverix Ventures PubCo manages the Frankfurt capitalization process
with their Germain Market Makers.
SubCois capitalized up to +/- $15MM and then Maverix will assist them in
Spinning-off to be independently traded on the Frankfurt, and/or dually
listing on other foreign stock exchanges for additional capitalization.
Maverixadditionally assists in PIPE, Mezz and institutional capitalization.
Once SubCo Spins-off and is an independent Frankfurt Exchange
company, it can issue another round of capitalization as an independently
trading company, further capitalizing SubCo.
See Vend-In Spin-Off for additional details

10. iCapVentures
Business Development Enterprise Process
Prior to being independently traded on the Frankfurt, or once SubCo
Spins-off and is an independent Frankfurt Exchange company,
iCapVentures will assist SubCo in conducting a 144A and Reg S
Placement to Qualified Institutional Buyers/Investors which will produce
higher amounts of capitalization.
Maverix will assist SubCo in establishing and compliance for Dual
listings on other foreign stock exchanges to increase the exposure of the
SubCo to additional markets and investor bases.

11. iCapVentures
Business Development Enterprise Process
For substancial capitalization thereafter, iCapVentures will assist
SubCo in the Compensating Balance Structured Collateral Loan
program. An "Interest Only Structured Collateral Loan Program” - this
established system of structured financing uses traditional banking
mechanisms as its fundamental components. The result is a stable
structure that produces a 100% monetary instrument collateral for
international and domestic project financing. The primary function of the
structure is to procure an institutional compensating balance depositor
and a major international bank to make a loan in a like amount as the
deposit, charging interest only, because a portion of the loan funds
acquire insured collateral instruments which guarantee the re-payment of
the principal in a fixed term certain. The result of the structure is that the
borrower receives a net amount of capital that it needs to implement its
project at a cost much lower than a traditional loan.

12. iCapVentures
Business Development Enterprise Process
Select ventures may qualify for a Trade Platform funding relationship.
We have a direct relationship to the platform manager of one of the few
legitimate Trading Platforms – see General Introduction To Private
Placement Trading Platforms for additional details.
Other capitalization scenarios may be developed through our
assistance with identifing synergistic target companies in SubCo’s sector
and arranging a merger with accompaning funding.
For Private Placements, we have developed a number of unique and
propritary finance solutions described in detail on the following page.
Skip this section and go directly to our Conclusion Section.

13. UNIQUE & PROPRITARY FINANCE SOLUTIONS

14. In Today's economy and uncertain investment market,
Investors want Guaranteed Returns, No Risk of
Principal, and liquidity in their Investment. Our turn-key
system of self-issuer private placement, convertible to
an IPO, with a AA-rated insured principal guarantee, is
the very best alternative to effectively raising capital
today...period! We provide marketable deal structures
that attract investors (Adjustable Private Placement Offering™), and an
SEC compliant and proven capital raising system that enables an issuer
to SUCCESSFULLY RAISE CAPITAL! Included in our Self-Funded
Capitalization System™ are the 12 essentials that every self-issuer
needs to properly, effectively and successfully execute a capital raise,
including a bridge capital seed offering to fund the funding process.

15. Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
1. Draft your Seed Capital Bridge Notes, claiming the Accredited
Investor Exemption 4(6), a little known & seldom used "secret,"
Which enables an issuer to raise a small amount of initial capital
quickly, inexpensively and in compliance with federal and state securities
regulations - this provides you the seed capital required to fund the Self-
Funding Capitalization process;
2. Draft your Private Placement Memorandum under a Reg D 506 Blue
Sky Exemption with a patent pending & proprietary hybrid deal structure
which is investor-friendly and highly marketable. Our Adjustable Private
Placement Offering™ provides investors the flexibility of adjusting from Debt
to Equity and full principal protection, changeable to more Equity and partial
protection or full Equity and no protection – all in whatever incremental
adjustments are desired by the investor – the investor controls the amount of
risk in their investment!;

16. Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
3. Our PPM's include our exclusive and proprietary
PrincipalProtector™Trust structured collateral option for
investors which provides for a 100% Guaranteed Insurance
Contract (GIC) on their principal - Only available through iCV;
4. We draft a compliant and professional Cover Letter and one page
Executive Summary which will be sent to qualified and screened Accredited
Investors;
5. Initiate monthly direct mailings to targeted, high net worth Accredited
Investors. The number of mailings increases month to month as investor
funds allow for larger and larger mail-outs, until the desired amount of capital
is raised;
6. Develop an Investors Section of six pages into your website which
investors may affirm their accredited status and then gain access to your
PPM and supporting documents - (this is a critical component to make sure
it is done correctly and in SEC compliance);

17. Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
7. Post your opportunity on appropriate Accredited Investor
electronic bulletin boards - manage and update the postings;
8. Provide training, tools and scripts to close qualified and interested
investors You only talk with investors who have reviewed your PPM and have
an interest in your opportunity. We can also assist you in setting up a Finance
Department within your company and in hiring a VP of Finance
9. Provide you up to several hours per month consulting/coaching with
an Investment Banker;
10. Assist you in filing all required Federal Form D and any State required
forms after the sales of securities - provide you with SEC compliant records
keeping forms for recording all activity – help keep you in compliance with
SEC rules and regulations

18. Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
11. We have the ability to seed your company with up to $1M of
advertising credits which goes right onto your balance sheet,
just prior to your audit, providing both an increase in the worth of
your company and advertising $'s with which to further promote your
company. We can provide a FREE video recording of you pitching you own
investment opportunity, which we can then also post on the investor section
of your website, and;
12. You have access to our password protected Wall St. Capital Club™ -
funding resources, venture capital funds, angel groups, capital raising tips and
commentary, compliance resources, forms, downloads, and a client support
portal.
Please keep in mind VFA DOES NOT RAISE YOUR CAPITAL…You are a Self-
Issuer and ONLYLicensed Broker Dealers or Bona-fide Employees of the Issuer
can talk to potential Investors – we set you up for the greatest degree of
success and “Shepherd” you through the process.

19. Only two entities can raise capital for you, those who are licensed by the
NASD, such as Broker Dealers, Registered Financial Advisors, etc. or the
issuer themselves. Review SEC Regulations concerning Who is A “Broker”
(Section II A); the Issuer's Exemption (Section II[D]5); who qualifies as an
Associated Person of an Issuer (Rule 3a4-1 Point 240.3a4-1 4(ii)A,B&C also
applies). Are the other firms you may be talking with in compliance?
Why am I required to raise capital through a Private Placement Memorandum?
Important Note: After selecting a hyperlink above, in order to return to this
presentation, you must exit the visited website by clicking the arrow in the top
left of the website page.

20. There are strategies that can help investment
professionals invest in new ventures and get
results that are more predictable and less
volatile. If you were investing in a new venture and had the option of
buying one share of stock for ten dollars with principal protection or two
shares with no protection of principal, what would you do? Take the
protection or the risk? iCapVentures, using their proprietary
PrincipalProtector™ principal protection strategy, makes that option
possible because they provide financial insurance that can guarantee to
return an amount equal to 100% of the principal invested in an equity or
debt funding.
PrincipalProtector™ utilizes guaranteed insurance products as collateral to
enhance debt and equity funding transactions for investment professionals
and entrepreneurs. The strategies provide a hedge or principal protection
allocation model which afford the investment professionals and lenders
with asset allocation tools that return an amount equal to their principal
loan or investment in speculative funding arrangements, real estate
transactions or business transactions.

21. Venture & Investor
Agreement
$50K Principal
Investment
Invests in Guaranteed
$100K Principal Insurance Contracts
Investment Returned
Funds
Double*
over 10-Yr
fixed date
$50K Principal certain.
Investment Earn
approx.
7.18% IRR
Investor Recieves a Blended
Return with 100% Return of
Principal Investment Through
Guaranteed Insurance Contracts,
$XXXK Profits (ROI) plus Flexable Options
Per Deal Terms
New Venture * Rule of 72 – 72 Divided by the Interest Rate = # Yrs.

22. Unlike zero-coupon bonds and other financial instruments, Guaranteed Contracts of
Insurance ("GIC") offer tax-deferred accumulation and higher yields thereby accelerating the
trust's growth.
The investor’s beneficial interest in the trust is not subject to bankruptcy or creditor claims
of other investors.
The beneficial interest in the trust can be transferred to accommodate a number of investor
benefits without liquidating the GIC and precipitating unfavorable tax consequences.
The trust flexibility provides for the assignment of beneficial interest, assignment of
trustee, change in custodian and early exit strategies.
Virtually no risk to Principal and high yield IRR potential Guaranteed by the Insurance
Contracts.
Eliminates the worst-case investment scenario... full loss of principal with no return or
income. Enables investors to have the best of both worlds...safety & potentially significant
returns from investment, or if used as a side-fund to protect an investment in spectulative
new venture investment.

23. For over 8-years, Investors and entrepreneurs have successfully utilized the PPT to fund new
ventures, and the program has been featured and recognized in the financial media and
promoted by Inc, Fast Company, Entrepreneur and The Wall Street Journal.
► Jed Graham in a December 19, 2001 article in Investor's Business Daily said, "The plan
gives ultimate safeguard: money-back guarantee. And now, despite the risk-adverse funding
climate, the program, is already helping start-up firms raise cash."
► The program is also appealing to Angel investors, venture capital firms and investment
professionals. A well-known author of one of America's largest financing advisory firm for
small business says, "The program is the first I've seen that takes the risk out of risk capital."
►Author of Financing Ventures, Attorney for a broker-dealer securities firm who has prepared
over 1,000 Private Placement Memorandums, says, "The program is a solid strategy that helps
investors participate in super ventures."

24. (Variable-Risk Variable-Return) In the Adjustable Life Insurance concept, one
can adjust from Whole to Term or Term to Whole Life in whatever incremental
percentage desired, and it also allows for an increase or decrease in the
amount of coverage. In a similar way, theAdjustablePrivate Placement
Offering™ provides investors the flexibility of adjusting from Debt (Notes) to
Equity (Common or Preferred Stock) and offers full principal protection. The
Principal guarantee is also convertible to an increased percentage of Equity,
which then would provide partial principal protection, or fully convertible to
Equity which forfeits the protection - all in whatever incremental adjustments
are desired by the investor - you control the amount of risk in your
investments - you control the amount and type of return!

25. Using hybrid deal structures that include Convertible
options and offer our PrincipalProtector Trust, allow the
Investor to be in control of the Risk vs. Reward and
provides for the flexibility of changing their Risk/Reward
outcome per their option within a defined period of time.
DEBT NOTE EQUITY
WITH COUPON COMMON STOCK
FULL NO
PROTECTION PROTECTION
DEBT NOTE EQUITY
WITH COUPON COMMON STOCK
FULL NO
PROTECTION PROTECTION
DEBT NOTE EQUITY
WITH COUPON COMMON STOCK
FULL NO
PROTECTION PROTECTION

26. Extended Private Investment in a Public Entity – A Pass-Through Investment
Structure for Private Companies. The iCapVentures Pass-Through
Investment Structure is an ideal mechanism to fund certain private
companies. The Pass-Through Structure suits a company that has
noteworthy management or proprietary assets, seeks to raise growth capital
without selling a controlling interest, yet is not ready for a public stock
market. The Pass-Through Structure simply places a publicly traded
company (“Pubco”) in the middle between our investment and the private
company and enables us to invest in and to use our global resources to
support the private company.

27. Cash Cash
Public
Company
VFA/GEM Beneficiary
Securities Securities Private Co.
Warrants
The Beneficiary private company receives growth capital while staying private and
maintaining ownership control. The Beneficiary also benefits by having the Pubco as a
strategic partner/investor and by having a multi-billion dollar, multinational fund backing them.
The transaction can close very quickly once all parties agree to terms.
The Public Company benefits by (i) making a profit on its investment in the Beneficiary, and
(ii) advancing a strategic interest relating to the Beneficiary which is important to the Pubco.
iCapVentures and their affiliates benefit by putting their capital to work in promising
investment opportunities that would otherwise be unavailable to investors restricted to public
market transactions.

28. IN CONCLUSION
Most of the investment banking and business development we conduct,
as a company, is for our own acquisitions and internal business deals – we
do however work with select issuers and provide them Investment Banking
Solutions or Vend them into our BDE to assist the capitalization and
success of their company/venture. If we select your company, we will
engineer an organizational and financial plan that will give your company
the highest probability of capital attainment and business success possible.
Our process is simply a logical progression of steps that must be taken to
ensure that you always maintain a relative position of strength, maintain the
vast majority of equity ownership, as well as, voting control. These are the
precious elements that most business owners give up too early in the
capital raising process or beginning stages of business development.

29. IN CONCLUSION
Our existing relationships with the investment banking industry provide
you with comprehensive capitalization formulas to increase your leverage,
achieve your funding goals quicker, and save you a great deal of money in
the process. Simply put, we provide you the most comprehensive solution
available anywhere, for the capitalization of your company or new venture.
Our fee schedule is designed so that we are equally committed to a
successful capital raising effort. Our SubCo companies typically make a
small investment in the initial Phase I process. The success of
iCapVentures is dependent upon our successful capitalization of our SubCo
companies.

30. IN CONCLUSION
To initiate our services, a SubCo company must be able to commit a pre-
determined amount of capital to the process. Certain costs must be paid as
deliverables are provided and hard costs incurred for the Phase I capital
raising process. If you are unable or unwilling to cover these costs, we
respectifully request that you search for another firm who is willing to work
with you on another basis. Notwithstanding, all costs after this initial
participation in the Phase I process, are self-funding from the capitalization
procured.
If you agree with our approach as presented herein, and you have further
questions about this process, please communicate with us through the
contact information provided on our website, or email us below.
jrnash@iCapVentures.com