The Northwest Energy Angel Group is Accepting Applications from Angel Investors in Washington, Oregon, Idaho, Alaska, Montana) and two Canadian provinces (B.C. and Alberta)

The Northwest Energy Angel Group will be a membership organization of successful entrepreneurs, retired executives, and other business leaders in the Pacific Northwest, who provide investment capital, strategic advice and mentoring to early-stage companies or companies embarking on major expansion efforts to help them achieve market leadership. The Northwest Energy Angel Group is unique in that it focuses only on the energy industry, including alternative sources of energy, improved distribution, or efficient transmission.

The NW Energy Angels will have a healthy mixture of business leaders with extensive experience in related industries and outsiders with a passion for fueling positive changes in our economy. We will also include investors from venture capital firms or members of existing angel groups and novice investors looking to benefit from participating in a group effort.

Northwest Energy Angels will provide its members with access to a steady flow of promising entrepreneurs who need "risk" capital that is normally not available through other sources. The ultimate goal is to help investors make profitable investments in the high risk/high return private equity market while fueling the growth of energy companies in the Pacific Northwest.

Process

Interested companies will apply electronically either online through the NWETC website or via e-mail. Applicants will be screened by using the following measures: engaged in the energy industry, headquartered in the Pacific Northwest region, in the early stage of growth, and offer significant growth potential. A committee of angel members will help determine which companies will be invited to present to the membership.

Proposed Meeting Dates

Full membership meetings will be held six times a year and will feature two to four company presentations as well as presentations from industry experts. The tentative meeting schedule for 2006 is:

Here is the calendar for following upcoming meeting dates (all over lunchtime):

Thursday, January 26, 2006 (Seattle)

Thursday, March 9, 2006 (Seattle)

Thursday, April 27, 2006 (possibly Portland?)

Thursday, June 8, 2006 (possibly Vancouver?)

Thursday, September 7, 2006

Thursday, November 9, 2006

If you know another investor who may be interested in joining the group, or know any energy companies you think should present to the group, please have them contact me and I’ll be happy to follow up with them as appropriate.

If you have any questions, please feel free to call or email me.

Best regards,

Nate

****************************************

Nate Silverman

Manager, WTC Angel Network

Washington Technology Center

[email protected]

Office: 206-616-7153 | Mobile: 206-618-7871

Mail: 300 Fluke Hall Box 352140 Seattle, WA 98195-2140

http://www.watechcenter.org/angels

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Each individual member of the Northwest Energy Angel Group will work independently or with other members to conduct thorough due diligence then make their own decision if, how much, and under what terms to invest in companies that present to the group.

Benefits

Members of the NW Energy Angel Group will have access to many benefits:

Exposure to more potential deals, while maintaining individual privacy
Shared time and expense for due diligence
Expert insight on potential investments
Deal syndication to leverage personal investments and diversify your portfolio
Camaraderie with other business leaders and interested investors
Regular presentations from industry experts

Connection to the Community

The Northwest Energy Angel Group activities will improve the economic quality of life in the region through supporting local entrepreneurs in building strong businesses that create new jobs and stimulate the regional economy.

Northwest Energy Angel Group will be a distinct member of the WTC Angel Network, a statewide association of community angel investor groups. Operated by the Washington Technology Center (WTC), the angel network provides educational, networking, deal sharing, and advisory support to its group and individual members. The WTC Angel Network will support the development of sustainable economic businesses in all parts of Washington State through access to funding, both within and outside a given geographic area. Charter members of the network include the Bellingham Angel Group, Apple Seed Network (Wenatchee area), and Columbia Investor Network (Tri-Cities).

Background Information

The Northwest Energy Angel Group is a program of the Northwest Energy Technology Collaborative (NWETC), a joint effort of industry and government, working together to accelerate the emergence and growth of the energy technology industry in the Pacific Northwest region of North America. The group collaborates on programs and partnerships that position the region as a global leader in energy technology products and services, including clean and renewable energy. NWETC spans five U.S. states (Washington, Oregon, Idaho, Alaska, Montana) and two Canadian provinces (B.C. and Alberta).

WTC Angel Network Investor APPLICATION

The WTC Angel Network facilitates the introduction of entrepreneurs to potential investors through presentations and other mechanisms. The WTC Angel Network consists of independent angel investing groups and individuals interested in financing privately held companies or ventures typically in an early stage of development. Joining the WTC Angel Network is a privilege, which is subject to renewal, revocation, or termination for an investor’s failure to conduct him or herself in a manner consistent with WTC Angel Network’s Code of Conduct and this Investor Agreement.

WTC facilitated the development of the WTC Angel Network under a 2003 matching grant from the U.S. Department of Commerce Economic Development Administration.

PROCESS FOR QUALIFICATION:

Qualifying groups and individuals are invited to consider joining the WTC Angel Network. Involvement in the WTC Angel Network is at the discretion of the WTC Angel Network and is subject to annual renewal, non-renewal, revocation, or termination by the WTC Angel Network.
In future years, sponsorship by an existing investor is required to join the WTC Angel Network.
All new participants (and renewing investors) must complete this Investor Application and the Investor Survey. By submitting an application the participant acknowledges that they have read, understood, and agree to be bound by the Terms and Conditions of the WTC Angel Network.
Applications and Surveys may then be forwarded by email or mail to WTC Angel Network at the addresses noted below.
The WTC Angel Network will review all applications and endeavor to provide applicants with a written response within thirty (30) days of completed application submission. (Your payment, whether by check or credit card, will be held for processing until after your application has been approved.)
Participation in WTC Angel Network may be terminated or benefits revoked at the discretion and determination of WTC Angel Network, should it be determined that an investor has breached any term of the WTC Angel Network Code of Conduct or this Investor Application. An investor will be notified in writing by the WTC Angel Network of the intent to terminate or revoke benefits, and the on-notice investor shall have thirty (30) days in which to submit a written response to the WTC Angel Network, should the investor deem his/her actions or inactions do not warrant or qualify for termination or revocation of benefits. The WTC Angel Network shall consider, in good faith, such on-notice investor written response within sixty (60) days. The decision of the WTC Angel Network is final.

Complete application submission includes:

1. Completed investor application
2. Completed investor survey
3. Payment
TO QUALIFY FOR PARTICIPATION, I AGREE THAT:

I am an accredited investor as defined under Rule 501 of the SEC regulations, which defines the same as: “Any natural person whose individual net worth or joint net worth with that person’s spouse at the time of his purchase exceeds $1,000,000”; OR “Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.”
I have such knowledge and experience in financial and business matters to be capable of evaluating the relative merits and risks of any investment.*
I agree to abide by the terms and rules of WTC Angel Network’s Code of Conduct and this Investor Application.

I understand that WTC Angel Network is not a venture fund, investment bank, broker/dealer, investment clearinghouse, investment portal, or any other form of investment advisor or otherwise, and is not registered with the Securities and Exchange Commission or any state securities commission. WTC Angel Network does not provide advice, recommendations, or any other indication of appropriateness or inappropriateness for a particular investment. WTC Angel Network does not endorse any investment opportunity and makes no independent investigation to verify information provided by companies submitting to WTC Angel Network for presentation or otherwise, and makes no representation or warranty regarding the same.

I must conduct my own analysis and due diligence to determine the appropriateness of any investment I make in any company to which I am introduced through WTC Angel Network. As a result, I recognize and agree that neither WTC Angel Network nor its representatives or agents are responsible or liable for any investment decision I make as a result of participating in WTC Angel Network. The choice to use and the manner of utilization of information and knowledge gained through WTC Angel Network is my individual and personal choice.

I understand that any purchase of equity or other investment transaction shall be with the respective company, without involvement of, or participation by WTC Angel Network.

I understand that WTC Angel Network meetings are not an offer to sell or solicitation to buy any security by WTC Angel Network or any other entity.

I agree to pay the annual dues as set by WTC Angel Network.

* In order to maintain a high investment profile, WTC Angel Network will accept only a minimal number of sophisticated, but not accredited investors. Therefore, if you do not meet the definition of an “accredited investor,” you may not qualify for participation.

INVESTOR CODE OF CONDUCT:

I will conduct myself in a professional manner at all times.
I will respect the privacy of other investors and not provide their name to any third party without their permission.
I will keep investor information confidential.
I understand and recognize that WTC Angel Network meetings and communications are focused on investment pursuits and will not solicit other investors for business.
I will disclose to the group any relationship I have or may have with a presenting company, including any personal gain I may receive from the company.

TERMS & CONDITIONS:

WTC Angel Network is not a venture fund, an investment bank, a broker/dealer, investment clearing-house, or an investment advisor, but rather a forum in which investors may be educated on aspects of investment and business, as well as introduced to companies for possible investment.

WTC Angel Network is not registered with the Securities Exchange Commission or any state securities commission. Each investor participating in WTC Angel Network is responsible for his or her own investment decisions, and WTC Angel Network is not recommending any particular company for investment. All investments in entrepreneurial companies involve a high degree of risk, and investors should be able to bear the risk of complete financial loss. The choice to use and manner of utilization of information and knowledge gained through WTC Angel Network is each investor’s individual and personal choice. No guidance shall be given, nor shall any person affiliated with WTC Angel Network (or WTC Angel Network itself) be responsible for an individual investor’s use of the information, investment decision, or the results of any investment.

WTC Angel Network does not conduct any investigation to verify the factual information submitted to potential investors by individual entrepreneurs. Hence, WTC Angel Network makes no representations or warranties regarding these companies. Investors must conduct their own due diligence and negotiate the terms of any investment they elect to make.

WTC Angel Network and Participant agree that the relationship between the parties established by this Application does not constitute a partnership, joint venture, agency, or contract of employment of any kind between them.

Participant acknowledges that WTC is subject to chapter 42.17 RCW and that this Agreement shall be a public record as defined in chapter 42.17 RCW. To the extent consistent with chapter 42.17 RCW, WTC shall maintain the confidentiality of all Participant information. If a public disclosure request is made to view the Participant’s information, WTC will notify the Participant of the request and of the date that such records will be released to the requester unless Participant obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Participant fails to obtain the court order enjoining disclosure, WTC will release the requested information on the date specified.

This Application and associated Terms and Conditions shall be construed and performance determined in accordance with the laws of the State of Washington, and both parties hereby consent to jurisdiction of the courts for the State of Washington in any dispute arising under or in the course of Participant’s involvement with WTC Angel Network.

Please forward with your application to:

WTC Angel Network
300 Fluke Hall, Box 352140
Seattle, WA 98195-2140
Email: [email protected]

Read, understood, and agreed to by:

_____________________________________________________________________________
Submitting Applicant Investor

Name: ________________________________________________________________

Address: ________________________________________________________________

Phone: ________________________________

Fax: ________________________________

Email: ________________________________________________________________

Please submit this investor Application with annual dues of $750. Please make the check payable to Washington Technology Center, or complete the credit card information below. Your check will not be cashed nor credit card charged unless and until your application has been accepted:

Payment of $750:

Check ________

Visa ________

M/C ________

Card#____________________________________________________ Exp._____________

WTC ANGEL NETWORK INVESTOR SURVEY

The WTC Angel Network is keenly interested in providing investors with maximum benefit, which is aligned with investors’ interests. One of the few ways we have to better understand these interests is to conduct investor surveys and carefully review the results for trends, such as: 1. investment interests; 2. need for expertise among local groups; and 3. individual skills which may be valuable to the group as well as portfolio companies. Individual data will be treated confidentially to the extent permitted by law and will not be shared internally or externally; except as described above, only selected WTC Angel Network Board members will be privy to individual responses.

The survey results may be used in aggregate to present the WTC Angel Network as a statewide entity or aggregate by geography to present the local investor groups to venture capitalists, businesses, and the media for the purpose of securing high-quality deal flow, investor participation, and public relations.

COMPLETION OF THIS SURVEY IS A CONDITION OF JOINING THE WTC ANGEL NETWORK, NEW OR RENEWING

1. What is your WTC Angel Network status?   New   Renewing

2. Have you ever been an angel investor?   No   Yes

a. If yes, how long? _____ year(s)

b. If yes, how many companies have you invested in as an angel investor? _____ (number)

3. In what areas of “Energy” are you particularly interested? (check all that apply)
 Solar  Biomass  Vehicle Efficiency
 Wind  Fuel Cells  Residential Efficiency
 Geothermal  Natural Gas  Commercial Efficiency
 Ocean  Smart Grid
 Other: ________________________________________________

4. In what industry(s) do you have professional experience? (check all that apply)

Consumer Products Business/Financial Manufacturing Industrial
Agriculture Environment Health care Biotechnology
Energy Telecommunications Software E-Commerce
Hardware Semiconductor Media
Other: ________________________________________________

5. What business skills/expertise do you have? (check all that apply)

Senior management Board member Operations Marketing
Accounting Financial services Strategic planning Sales
Employee benefits Insurance Legal Public relations
Infrastructure R&D Business plan development

6. Have you ever been a company founder or officer? (check all that apply)

Founder CEO President VP – R&D
CFO CIO COO VP – Sales and Marketing
NSWERED YES TO QUESTION 2, PLEASE COMPLETE THE FOLLOWING QUESTIONS
7. As an angel investor, what is the typical stage a company is in at the time of your first investment? (give percent for each, totaling 100%)

Start-up/seed _____%
Early stage _____%
Expansion _____%
Later stage _____%
Mezzanine to IPO _____%
Public _____%

8. As an angel investor, what is the typical relationship you have with portfolio companies? (check all that apply)

Board member Advisor/mentor Officer
Employee Consultant Passive
Other: ______________________________________________

9. As an angel investor, what has been your typical investment range? (give percent for each, totaling 100%)

Under $5,000 _____%
$5,000 to $10,000 _____%
$10,000 to $25,000 _____%
$25,000 to $50,000 _____%
$50,000 to $100,000 _____%
$100,000 to $500,000 _____%
$500,000 to $1 Million _____%
More than $1 Million _____%

10. If renewing your participation in the WTC ANGEL NETWORK, have you invested in any WTC ANGEL NETWORK presenting companies? No Yes

If yes, which company(s)? ____________________________________________________________

If no, why not? _____________________________________________________________________

11. What is your preferred form of investment? (rank with 1 highest)

Equity _____ Debt _____ Combination _____ Case by case _____

12. What is your general expectation on length of time until return on investment?

Less than 1 year 1 to 3 years 3 to 5 years More than 5 years

13. In what industries have you invested? (check all that apply)

Consumer Products Business/Financial Manufacturing Industrial
Agriculture Environment Health care Biotechnology
Energy Telecommunications Software E-Commerce
Hardware Semiconductor Media
Other: ________________________________________________

14. What has been your historical angel investment rate of return?

Negative 0% to 10% 10% to 30% 30% to 50%
50% to 100 100% to 200%  200% +

15. What do you enjoy about being part of WTC ANGEL NETWORK or any angel group? (rank all that apply, with 1 highest)

Deal flow _____
Education _____
Camaraderie/social _____
Joint due diligence _____
Meeting companies _____
Shared expertise _____
Administrative support _____
Professional support _____
Guest speakers _____
Other _____

16. How would you rate your overall satisfaction with WTC ANGEL NETWORK?

_____ 1 – 5 (1 highest)

17. How might we improve WTC ANGEL NETWORK and your participation experience?

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

Thank you for completing this survey.