ModaCad, Inc.
(www.modacad.com)
Ticker: MODA 1954 Corner Avenue
Exchange: NASDAQ-Small Cap Market Los Angeles, California 90025
Industry: High-Tech (310) 312-6632

Type of Shares:Common Shares Filing Date:2/7/96
U.S. Shares:1,400,000 Offer Date:3/28/96
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,400,000 Offer Price:$5.01
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $7,000,000 Selling:$0.25
Expenses:$727,420 Reallowance:
Shares Out After:3,454,492

ManagerTierPhone
W.B. McKee Securities, Inc.Lead Manager (602) 954-0333

Auditor: Singer, Lewak, Greenbaum & Goldstein
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$1.91Assets:$1.86
Net Income:$0.32Liabilities:$5.82
EPS:$0.12Equity:-$3.96

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company designs virtual reality, rendering and modeling software for industrial design and retail customers primarily in the apparel, textile, home furnishings and home design industries. The company's existing products utilize the company's proprietary modeling and rendering technology, operate on standard personal computers running Macintosh or Windows operating systems and are grouped into two principal product families: computer aided design (CAD) and electronic merchandising software products. The company's CAD software products are used principally by industrial designers to model 3-D synthetic objects from 2-D images and to render such objects in real time with photorealistic imagery. The company's electronic merchandising software combines their technology with digital product catalogs produced by the company or by product manufacturers using the company's CAD software. The company's electronic merchandising software is used primarily by home furnishings and fixtures manufacturers and in retail operations as a point-of-sale tool to allow customers to custom design merchandise through the use of interactive shopping kiosks or desktop PC's.

Use of Proceeds
Proceeds from the proposed offering will be used for working capital, capital expenditures and other general corporate purposes, the repurchase of shares from two shareholders, the repayment of certain short-term indebtedness and the payment of certain accrued but unpaid compensation.

Last updated: 10/28/96

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