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Technical Issues

All Technical Issues, Website and Product Development, Hosting, Co-Location and other Professional Managed Services for Expotera.com, will be handle exclusively through Implex.net, Inc. ("Implex")

Implex is a privately held company based in Minneapolis, Minnesota and was founded as a business-class Internet Service Provider (ISP) in 1996. In 1999, Implex acquired Digital Edison, a premier interactive design, streaming media and application development firm. Digital Edison was itself the result of the merger between two leading, regional website development firms established in 1993, Internet Five and Monster X Digital Media.

Clients of Implex include Capella University, 3M, American Express Financial Advisors, Target, The St. Paul Companies, Hubbard Broadcasting, Land O' Lakes, Target, CBS/WCCO, Honeywell, ESPN-Asia, Illbruck GmbH, Public Radio International, United Power, Tricord Systems, McGough Companies, FMC/United Defense and many others. Implex has continued to experience significant growth and has partnered with more than 2,000 clients worldwide, assisting them to achieve their technological objectives and make meaningful connections between their customers, vendors and employees in the digital economy.

In 2005, Implex continued its expansion with the purchase of Dataride Inc., a high performance web hosting firm. The purchase of Dataride, Inc. allowed Implex to expand its services even further into the international market, with a growing client base in Canada, United Kingdom, Germany, Netherlands and much of the rest of Europe.

Bios of Implex.net Executive Team are as follows:

Chief Executive Officer: Stuart DeVaan

Stuart DeVaan has a background in electronics, computers, video and music. Currently, Stuart holds degrees in electronics and television production. Stuart held a television engineer position for 8 years with CBS TV, Midwest Sports Channel and Teleport Minnesota. His responsibilities included designing and constructing fiber optic, microwave and satellite broadcast systems for news and sporting events. From his television engineering position Stuart went on to American Express Financial Advisors (AEFA) where he was responsible for designing and constructing AEFA's ISDN based video conferencing network. Stuart formed Implex Systems in 1996 with business partner and high-school friend, Eric Spottke. From 1996 until 2000, Implex Systems provided web hosting, Internet access, Managed Network and Streaming Media services to businesses. In 2000, Stuart merged Implex Systems with a digital marketing and media company - Digital Edison. Stuart was elected to serve as Chief Executive Officer of the newly merged company, now called Implex.net. Stuart may be familiar to some as a member of the local percussion group 'Savage Aural Hotbed'.

Chief Operating Officer: Steve Pampuch

Steve Pampuch began his interest in technology when he worked as an audio engineer in recording studios. In 1993, he formed his own CD design and manufacturing company, Monster X. As the potential of the internet grew, Monster X's services expanded to include web design and streaming media. During that time, Steve began creating Multimedia CD-ROMs and Enhanced CD-ROMs for musicians and businesses. In the mid-nineties, Monster X started designing web sites for bands as well as creating its own online record store. In February, 1999 Monster X bought an ISP and web development company called Internet Five, expanded its web design services and began hosting web sites. At this time, the company changed its name to Digital Edison, and Steve enhanced his knowledge of Linux and system administration. Digital Edison merged with Implex Systems in June, 2000. As COO, Steve manages all three of Implex.net's operations and technology groups - including Implex's Streaming Media services.

Advisory Board Member: Mark Durenberger

Mark Durenberger is a Distinguished Military Graduate from St. John's University, Collegeville Minnesota, and has seen Military service in France in the Advanced Technology sectors of the US Army, Europe. Mark's been involved in Broadcasting and allied fields since 1954. His association with WCCO television in Minneapolis, Minnesota began in 1967. He built WCCO-FM (now WLTE, Minneapolis, Minnesota) and developed the WCCO Sports Network. Durenberger is the former Information Chair of the Committee for Digital Radio Broadcasting and Vice President of the Upper Midwest Chapter of the Society of Satellite Professionals. He has served on government and industry advisory committees evaluating Digital Audio Broadcast (DAB), Direct Broadcast Satellite (DBS) and Advanced Television. He is a Member of the Engineering Committees of the Association of Maximum Service Telecasters and the Association for Broadcast Engineering Standards.

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Advisory Board Member: Jon DeVaan

As senior vice president of Engineering Strategy at Microsoft, Jon DeVaan manages the engineering standards used to create Microsoft's software products. In this role, DeVaan is responsible for the strategies and direction of the software-engineering discipline at Microsoft. DeVaan is also a member of the Business Leadership Team with Chairman Bill Gates and CEO Steve Ballmer. A 20 year Microsoft veteran, his extensive experience and knowledge have established him as a respected leader in the technology industry. DeVaan has held a variety of executive and management positions while at Microsoft. Prior to his current role, he managed the TV Division at Microsoft responsible for the UltimateTV® service and the MicrosoftTV software platform, and co-managed Microsoft's Consumer and Commerce Group, where he helped design and initiate the turnaround strategy for MSN. Previously, DeVaan led Microsoft's Desktop Applications Division, growing the business to US$7 billion in annual revenues. Responsible for the Microsoft Office® family of applications and advanced application technologies, DeVaan led the initial design of Microsoft Office 2000, setting the direction of the product to seamlessly integrate Internet technologies and make them easier to use. In addition to serving as vice president of development and director of development for Office95 and 97, DeVaan worked in various capacities ranging from Excel software design engineer to development manager. His leadership and experience provided essential management of cross-platform technology and helped pioneer the development processes used to create Microsoft products. DeVaan has been a guest speaker at many events of the interactive and cable TV industries, the Churchill Club, the Alex Brown Internet CEO Roundtable, and the Jupiter Consumer Online Forum. Most notably, DeVaan served as a panelist with United Nations Secretary General Kofi Annan at the 2000 United Nations' World Television Forum to discuss the convergence of TV, digital technology and the Internet.

DeVaan holds bachelor's degrees in mathematics and computer science from Oregon State University, and holds patents in the area of simplifying user interface elements in PC applications.

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MANAGEMENT

Executive Management and Governors

The executive managers and Governors of the Company, and their ages and positions, are as follows:

Name Age Position
Tony E. Whitcomb 41 Governor, Chief Manager and Secretary
Bradford W. Reddick 55 Governor and Treasurer

Tony E. Whitcomb — Governor, Chief Manager and Secretary

Mr. Whitcomb is a co-founder of the Company and serves as its Chief Manager, Secretary and as a Governor. Previously Mr. Whitcomb co-founded WebQuest2000.com, the forerunner to the Company and served as Chief Operating Manager, Secretary and Governor. In 1998 Mr. Whitcomb co-founded Powerlink Communications Inc., the forerunner to WebQuest2000.com and served as Vice President of Sales and Marketing. In 1996 Mr. Whitcomb helped to launch Adverworld, the forerunner to Powerlink Communications Inc. and served as a Member of the Executive Leadership Team, Presenter, Trainer and Regional Sales and Marketing Director. From 1993 through 1997 Mr. Whitcomb served as a Franchise Sales Manager and Regional Director with Excel Telecommunications. From 1992 through 1997 Mr. Whitcomb founded and operated Anthony's Vending Service. Since beginning his interest in technology and the Internet in 1996, Mr. Whitcomb has worked and has served in the capacity as a Senior Account Executive, Project Manager and Sales and Marketing Consultant, for several local Internet Service Providers (ISP) and Regional Website Development Firms. Internet Revolution, Vallon Inc., TalentSoft, Pacificnet.com, Infinetivity, Visi.com and currently, Mr. Whitcomb serves as an Outside Sales and Marketing Consultant for Implex.net, a privately held business-class Internet Service Provider, Interactive Design, Streaming Media, Application and Website Development Firm based in Minneapolis, Minnesota and Mr. Whitcomb plans to remain involved with Implex.net in some capacity. Mr. Whitcomb is a 1984 Graduate of Washburn High School and upon graduation, Mr. Whitcomb attended the University of Wisconsin where he played football and majored in Business Administration but he holds no degree.

Bradford W. Reddick – Governor and Treasurer

Mr. Reddick is a co-founder of the Company and serves as its Treasurer and as a Governor. Previously Mr. Reddick co-founded WebQuest2000.com, the forerunner to the Company and served as President, Chief Manager and a Governor. In 1998 Mr. Reddick co-founded Powerlink Communications Inc., the forerunner to WebQuest2000.com and served as President and Chief Financial Officer. Previously Mr. Reddick founded AdverToy LLC. AdverToy supplies marketing incentives to businesses throughout the United States. Mr. Reddick formed all operations of the company, which included manufacturing, distribution and sales. He still consults with the company's ongoing operations. Mr. Reddick also co-founded Tele-Connect Communications and assisted in operations from 1995 to 1999. In 1993 Mr. Reddick co- founded Enviro-Design. Enviro-Design is innovator in decor design serving the construction industry. This company has invented and copyrighted unique products, which have revolutionized various area of the decor sector of the construction industry. The products are used throughout the United States, Canada, Spain and Norway. In 1973, Mr. Reddick founded Mid-America Taxidermy Studios, which is the largest taxidermy studio in the Midwest. Mr. Reddick holds a Bachelor of Science degree in business from the University of Minnesota.

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CERTAIN RELATIONSHIPS AND TRANSACTIONS

Contributed Capital of Founding Members — The founding members have provided start-up and other business assets, primarily intangible, to the Company in exchange for Units. Intangible contributions included technology, business and financial plans, business and market research, website and other contract rights, and the initial Company Community Member network. The founding members have agreed that the net value of the tangible and intangible business assets contributed to the Company was approximately $500,000 summarized below.

Description Value of Contribution
Cash $25,000
Technology $185,000
Business and Financial Plans $70,000
Business and Market Research $65,000
Contract rights and Expotera network, as developed to date $155,000
Total Value $500,000

Number of Units Issued as consideration 9,500,000
Average consideration per Unit $.05

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PRINCIPAL MEMBERS

The following table sets forth, as of the date of this Memorandum, certain information regarding the beneficial ownership of Units of the Company by (i) each person or entity who is known by the Company to own more than 5% of the Company's membership interests, (ii) each of our governors, (iii) each of the named executive managers and (iv) all Governors and executive managers of the Company as a group. The table also sets forth the percentage of the outstanding Units to be owned by each such person and group after adjustment for the sale of the Units pursuant to this Offering on the same terms and conditions as offered to investors hereby. Unless otherwise indicated, all persons have sole voting and investment power with respect to such Units.

Name of Beneficial Owner Position Units Owned Before Offering Percent Owned Before Offering Percent Owned After Offering (assuming sale of Maximum) Percent of Voting Units Owned After Offering (assuming sale of Maximum)

Tony E. Whitcomb Chief Manager, Secretary and Governor 4,845,000 51% 48.45% 51%

Bradford W. Reddick Treasurer and Governor 4,655,000 49% 46.55% 49%

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INVESTOR QUALIFICATIONS

An investment in the Units involves a significant degree of risk and is suitable only for persons of adequate financial means who have not need for liquidity with respect to this investment and who can bear the economic risk of a complete loss of their investment. The Offering is made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws and regulations.

Investors in this Offering are not required to meet any particular suitability standards, although this does not necessarily mean that the Units are a suitable investment for a prospective investor. Prospective investors are encouraged to consult their personal financial advisors to determine whether an investment in the Units is appropriate. The Company may reject subscriptions in whole or in part, in its sole discretion for any reason or for no reason.

The Company will require each investor to represent in writing, among other things, that (i) by reason of the investor's business or financial experience, the investor is capable of evaluating the merits and risks of an investment in the Units and of protecting its own interests in connection with the transaction, (ii) the investor is acquiring the Units for its own account, for investment only and not with a view toward the resale and distribution thereof, (iii) the investor is aware that the Units have not been registered under the Act or any state securities laws and that transfer thereof is restricted by the Securities Act and applicable state securities laws, and (iv) the investor is aware of the absence of a market for the Units.

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DESCRIPTION OF SECURITIES

The following description of the Company's Nonvoting Units is qualified in its entirety by reference to the Company's Articles of Organization, and the Minnesota Limited Liability Company Act (the "MLLCA").

General

Being a limited liability company, or LLC, the Company presently is governed by Articles of Organization. Under the Articles of Organization, membership interests are divided into Units.

The Units are divided into Voting Units and Nonvoting Units.

Each of the Units, regardless of whether it is a Voting Unit or a Nonvoting Unit, has the same right to allocations of income and loss of the Company and to distributions made by the Company.

Except as required by law, only the Voting Units have rights to vote to elect the Board of Governors of the Company or with respect to any other matter relating to the governance of the Company.

Except as required by law, Nonvoting Units have no right to notices of meeting or to vote at meetings of members. None of the holders of Units have preemptive rights or a right to cumulative voting.

Units

As of the date of this Memorandum, there were 9,500,000 Units issued and outstanding; comprised of 9,500,000

Voting Units and zero (0) Nonvoting Units, as defined in the Company's Member Control Agreement (the "MCA").

All actions submitted to a vote of the holders of Voting Units shall require (a) the affirmative vote of members holding 75% of all Voting Units, and (b) the affirmative vote of Tony E. Whitcomb.

The following actions require the affirmative vote of members holding a majority of all Voting Units:

(a) Amending the Company's Articles of Organization;

(b) Approving the Company's entry into a plan of merger,

(c) Selling or agreeing to sell substantially all of the Company's assets;

(d) Commencing proceedings for the voluntary dissolution of the Company;

(e) Review and approve a proposed annual budget;

(f) The sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the

(g) Borrowing, refinancing, or lending any money on behalf of the Company or the amendment or extension of any existing or approved financing, mortgage, promissory note, contract for deed or other debt instrument of the Company;

(h) The mortgage, pledge, grant of a security interest in or otherwise encumbering or collaterally assigning Company's assets; of any existing or approved financing, mortgage, promissory note, contract for deed or other debt instrument of the Company; all or substantially all of the Company's assets, or the amendment of any such existing or approved mortgage, pledge or security interest;

(i) The compromise of any claim in excess of $100,000 due to the Company;

(j) Authorizing the filing of a voluntary petition in bankruptcy or for the adoption of an arrangement under

(k) Making any optional prepayments of debt owing by the Company to any member or a relative of any

(1) Authorizing the Company to make any distribution to the members, except as otherwise provided the Bankruptcy Code by the Company, or confessing a judgment against the Company; member; hereunder;

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Page Numbers 19, 20, 21, 22, 23, 24 & 25 of, "The Confidential Private Placement Memorandum for Expotera, LLC" dated, February 28, 2007.

1 comment:

  1. Expotera rocks! Power To The People Is Right!

    Peace*
    -ajj-

    ReplyDelete

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