Presentation Business Development & Funding Process

1. PresentationBusiness Development & Funding Process Navigate Through Most of the Presentation with Left Mouse ButtonRun Cursor over Logos for Messages and then Click for Custom Navigation Options Only use the Nav buttons on the side to move a page up or page back, or the center button to go back to the beginning of a section.Underlined text in Light Blue are hyper-links to additional information on the Internet…Use top left windows arrow to return.

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, initiated under our corporate umbrella. Our holding companies vend/merge SME’s in, and we then raise capital as self-issuers through a unique progressive capitalization process. SME’s have spin-off rights 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 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 NoYes No NoCapitalization Plan Tailors Offerings To Yes NoYes No NoMeet Market Demand Produces PPM Yes No No YesNo Compliant With Regs. Manages Admin. Yes No No Yes No Compliance Conducts & Manages Yes No No No YesCapital Raising Process Takes Company Yes No No No YesPublic & Mgnt Process

6. And by the way…98% of the “MoneyFinders” are nomore than con artists* & will notraise 1 dime for you 3rd PartyMoney Finder orNon-B/D Contact Us for MultipleFunding Options All 3rd-PartyBrokers or MoneyFinders, if notLicensed BrokerDealers (B/D) areillegal & could costIssuer substancialSEC Penalties 1% Chance tofind B/D forPrivate Placement If in the Lucky 1%the cost will be$100K upfront, 10%of capital raisedand 10% of your Common Stock PIPE FundsReverse MergerSpin-OffMezzLow Cost IPOListing Off-ShoreOther Options An SEC CompliantTurn-KeyAlternative forCapitalizationThrough our BDEwhich Self-IssuesYour Securities iCapVenturesVend-in Spin-outCapitalizationProcess Only Other Alternatives: 1) Deal is bankable & you have collateral, or 2) Give potential Investors a BusinessPlan with NO DEAL TERMS & they come back with a Term-Sheet. You will likely lose control. CAPITALIZATION ALTERNATIVES Start-UpEarly-StageSmall Co w/ Loss ProfitableOperating CoCan’t Afford InitialCost of B/D or IPO ProfitableOperating CoCan Afford B/D or IPO Costs Low-CostAlternative Only ViableOption * 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, HoldCo is acquired by a publically traded Frankfurt company. 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 patent pending SEC compliant self-funding capitalization system. 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, through our strategic alliance partner Maverix Ventures.

9. iCapVentures Business Development Enterprise Process iCapVentures arranges a going public relationship with affiliate Maverix Ventures for the next Phase of capitalization. See Maverix Frankfurt Listing White Paper and Vend-In Spin-Off for additional details HoldCo with all SubCo’s is acquired by 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. See Going Public Frankfurt Strategies & Timeline SubCo is capitalized up to +/- $25MM and then Maverix will assist them in Spinning-off to be independently traded on the Frankfurt, and dually listing them on other foreign stock exchanges for additional capitalization. Maverix additionally assists in PIPE, Mezz and institutional capitalization. Once SubCo Spins-off and is an independent Frankfurt Exchange company, it can issue additional rounds of capitalization as an independently trading company, further capitalizing SubCo.

10. iCapVentures Business Development Enterprise Process Once SubCo Spins-off and is an independent Frankfurt Exchange company, iCapVentures can 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 can assist SubCo in their Compensating Balance Structured Collateral Loan. 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.You may 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? Note: However, iCapVentures CAN raise capital for your company as a self-issuer through the Vend-in Spin-out Business Development Enterprise program. The Self-Funding Capitalization System is what we use ourselves as a process to raise the seed round in the BDE process. 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 Insurance Contracts $100K Principal Investment Returned FundsDouble*over 10-Yr fixed date certain. Earn approx. 7.18% IRR $50K Principal Investment Investor Recieves a Blended Return with 100% Return of Principal Investment ThroughGuaranteed Insurance Contracts, plus Flexable Options $XXXK Profits (ROI) Per Deal Terms New Venture * Rule of 72 – 72 Divided by the Interest Rate = # Yrs.

22. 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. Bruce Blechman, co-author of Guerrilla Fiancing and founder of The Capital Institute, 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." ► Well-known, author of Financing and broker-dealer attorney 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, the Adjustable Private 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 Convertibleoptions and offer our PrincipalProtector Trust, allow theInvestor to be in control of the Risk vs. Reward and provides for the flexibility of changing their Risk/Rewardoutcome per their option within a defined period of time. DEBT NOTE WITH COUPON EQUITY COMMON STOCK FULL PROTECTION NO PROTECTION DEBT NOTE WITH COUPON EQUITY COMMON STOCK FULL PROTECTION NO PROTECTION DEBT NOTE WITH COUPON EQUITY COMMON STOCK FULL PROTECTION NO 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 Securities Securities Warrants VFA/GEM BeneficiaryPrivate Co. PublicCompany 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 iCap Ventures 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. In highly selective cases, we may be able to participate in a portion of the costs, or completely underwrite all of these initial costs, through our third-party investor relationships. 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. Admin@iCapVentures.com