DUE DILIGENCE REPORT FOR

[TEMPLATE SAVE THIS DOCUMENT TO YOUR COMPUTER DESKTOP BEFORE USING]DUE DILIGENCE REPORT FORPREPARED BY

DISCLAIMER

This document has been created for the purpose of sharing information to enable the co-investment by two or more RAIN funds or their members. This recommendation and additional materials have been provided on an as is basis without warranty, implied or otherwise to the accuracy, consistency, or thoroughness about this Company. It is understood that each RAIN Fund and RAIN member shall be responsible for their own independent due diligence and reliance upon this report shall be at your own risk.

Recommendation

The due diligence team recommends an investment of $__________ in the form of ___________________.Summary Company Background and DescriptionManagementManagement Analysis and Due Diligence

MarketGeneral Market Information

Competition

Sales Strategy

Target Customers/Demographics

Market Analysis and Due DiligenceProduct / Service UniquenessDescription

Value PropositionIntellectual Property/Other Competitive StrategiesProduct Uniqueness Analysis and Due DiligenceFinancial

Historical Financials & Projections (Millions)2007200820092010

Revenue

Op. Expenses

Net Income/Loss

Ending Cash

Current Financials (narrative summary, may want to attach detailed statements)Sources and Uses of ProceedsCapitalization Table

Pre-Offering Shares%Post-Offering

Shares%

Existing Shareholders:

Common Stock

Stock Options

New Investors:

Series A Conv. Pref. --

Warrants--

Total%%

Current Financing/Summary of TermsInvestment Expectation

Exit strategy and time to exit:

Future value at exit:

Estimated % of company held at exit:

Estimated total return (IRR):Financial Analysis and Due DiligenceGoal Synergy

Alignment of Management and Fund Goals

Goal Synergy Analysis and Due DiligenceAdditional Information Available:Type of Company:

Location:

Stage:

Current YTD Sales:

Investment:

Pre-Money:

Projected Close:

RAIN Source Capital, Inc.

1