IPO Company Profile
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Muse Technologies, Inc.
1601 Randolph, SE Suite 210, Albuquerque, NM 87106 * (505) 843-6873

The company has developed and commenced marketing several software products designed to enhance the user's ability to understand and analyze data and information and to provide solutions to complex data integration and data management problems.

Primary Underwriting Group
ManagerTierPhone
H.D. Brous & Co., Inc.Lead Manager (800) 382-7170

Offering Information
NASSCM:MUZE High-Tech: SIC 7373
Type of Shares:Common Shares Filing Date:8/28/98
U.S. Shares:1,200,000 Offer Date:11/16/98
Non-U.S. Shares:0 Filing Price:$8.00
Primary Shares:1,200,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.80
Offering Amount: $9,600,000 Selling:$0.40
Expenses:$655,000 Reallowance:
Post-IPO Shares:9,963,893
Employees:20

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Proskauer Rose Goetz & Mendelsohn
Bank's Law Firm: Esanu Katsky Korins & Siger
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Feldman Sherb Ehrlich & Co., P.C.

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
Unaudited
Income
Balance
Sheet
9/30/97 6/30/98 6/30/97 6/30/98
Revenue:$0.76$1.76$0.55Assets:$1.71
Net Income:-$1.26-$2.12-$1.26Curr Assets:$0.53
EPS:-$0.28-$0.29-$0.18Liabilities:$0.94
Prior EPS:-$0.18-$0.48-$0.84Curr Liab:$1.41
Cash Flow/Oper:-$1.32$1.14$1.84Equity:$0.77
Cash Flow/Fin:$1.84-$0.03-$0.22Cash:$0.92
Cash Flow/Inv:-$0.27Working Cap:-$0.88

Competition
There are many companies, both public and private, engaged in developing and marketing software products which compete or have applications which compete with the Company's software products. At the present time, Division Group PLC ("Division"), Paradigm Systems, Inc. ("Paradigm"), Advanced Visual Systems, Inc., Gemini Technology Corp., Autodesk, Inc. ("Autodesk") and SGI International ("SGI"), among others, market such products. The Company believes that the principal factors affecting its ability to compete include such factors as the functionality and architecture of MuSE, the performance of specific applications of products using MuSE, the price of MuSE and the perceived ability of the Company and/or a strategic partner to support and service MuSE after installation. Most of the companies with which the Company competes or is expected to compete have substantially greater financial resources, research and development capabilities, sales and marketing staffs and distribution channels than the Company. There can be no assurance that products and services based on MuSE will achieve sufficient quality, functionality or cost-effectiveness to compete with existing or future alternatives. Additionally, other major software companies may be able to develop competing products and, if MuSE gains market acceptance, other more established companies may enter the Company's markets.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness and for marketing activities, product development activities, working capital and for general corporate purposes.

Additional Underwriter Compensation
Warrant to purchase 120,000 shares/units at a nominal price.
Exercise price of $9.60 for 4 year(s), 1 year(s) from 11/16/98.

Warrant Information
# of Units:1,200,000
Unit Ticker: - Unit Price:$8.00
Warrant Ticker:MUZEW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:$9.60
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share +.5 Warrant
Warrant Entitlement: .5 Common Share


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