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Viagrafix Corporation
One American Way, Pryor, OK 74361 * (918) 825-6700

The company develops, produces and markets technology-based information technology training products and graphics software products.

Primary Underwriting Group
ManagerTierPhone
Southwest Securities, Inc.Lead Manager (214) 658-9495

Offering Information
NASNTL:VIAX High-Tech: SIC 7372
Type of Shares:Common Shares Filing Date:12/18/97
U.S. Shares:2,200,000 Offer Date:3/3/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:1,750,000 Offer Price:$13.00
Secondary Shares:450,000 Gross Spread:$0.91
Offering Amount: $24,200,000 Selling:$0.50
Expenses:$0 Reallowance:$0.10
Post-IPO Shares:6,100,452
Employees:145

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Johnson, Allen, Jones & Dornblaser
Bank's Law Firm: Jackson & Walker
Registrar/Transfer Agent: UMB Bank N.A. MO
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$10.08$9.80$7.60Assets:$6.89
Net Income:$0.68$1.48$0.59Curr Assets:$3.92
EPS:$0.15$0.37$0.13Liabilities:$4.92
Prior EPS:-$0.20Curr Liab:$1.89
Cash Flow/Oper:$1.38$0.85$1.14Equity:$1.97
Cash Flow/Fin:$0.12-$0.91$0.01Cash:$0.37
Cash Flow/Inv:-$0.29-$0.58-$0.21Working Cap:$2.03

Competition
The markets for technology-based IT training products and graphics software products are highly competitive and characterized by rapid changes in technology. In the technology-based IT training products market, the Company competes primarily with a limited number of small private companies, and a few large public companies. In the market for graphics software products, the Company competes primarily with several large public companies, including Autodesk, Inc., International Microcomputer Software, Inc. and Visio Corporation. Certain of the Company's competitors have substantially greater financial, marketing and technical resources than the Company. There can be no assurance that other companies have not developed or marketed, or will not develop or market, products that are superior to those of the Company, that are offered at substantially lower prices than those of the Company or that have or will achieve greater market acceptance than those of the Company.

Business Plan
The Company's objective is to become a leading provider of technology-based IT training products and graphics software products. The following are the key elements of the Company's strategy to achieve that objective: (I) Expand Training Product Offerings, (ii) Increase Sales through Major Retailers, (iii) Increase Direct Corporate Sales, (iv) Expand Software Product Development, (v) Increase International Sales and (vi) Develop Strategic Alliances.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness and general corporate purposes, including market development, product development and possible acquisitions.

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