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Towne Services, Inc.
3295 River Exchange Drive, Suite 350, Norcross, GA 30092 * (770) 734-2680

The company designs, develops and markets products and services that convert the in-house credit transactions of small businesses into automated "virtual credit card" accounts which are processed electronically.

Primary Underwriting Group
ManagerTierPhone
Wheat First UnionLead Manager
J.C. Bradford & Co.Co-manager (615) 748-9347
Stephens Inc.Co-manager (501) 377-2130

Offering Information
NASNTL:TWNE High-Tech: SIC 7374
Type of Shares:Common Shares Filing Date:5/22/98
U.S. Shares:4,000,000 Offer Date:7/30/98
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:4,000,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $36,000,000 Selling:$0.33
Expenses: - Reallowance:$0.10
Post-IPO Shares:18,691,722
Employees:76

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Nelson Mullins Riley & Scarbourough
Bank's Law Firm: Alston & Bird
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$0.72$0.55$0.10Assets:$5.48
Net Income:-$2.50-$6.45-$0.30Curr Assets:$4.48
EPS:-$0.26-$0.53-$0.04Liabilities:$3.01
Prior EPS:-$0.10Curr Liab:$1.37
Cash Flow/Oper:-$2.13-$1.52-$0.70Equity:$2.46
Cash Flow/Fin:$5.05$2.65$1.02Cash:$3.45
Cash Flow/Inv:-$0.53-$0.22-$0.07Working Cap:$3.11

Competition
The electronic transaction processing industry is intensely competitive. Increased competition is likely from both existing competitors and new entrants into its existing or future markets. The Company believes there are low barriers to entry in its markets. Towne Services may not be able to compete successfully as other companies develop new products and services, change prices, improve customer service and hire additional personnel. Competitors may offer new products and services resulting in greater competition and lower market share for the Company. Many of the Company's competitors have longer operating histories, greater name recognition, larger customer bases and substantially greater resources than the Company. Competitors may be able to adapt more quickly to new technologies and changes in customer requirements and may also be able to devote greater resources to marketing.

Use of Proceeds
The proceeds from the proposed offering will be used to enhance sales and marketing efforts, expand its products and services, pay off certain debts and for general corporate purposes including acquisitions.

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