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                        QUALIFIED PURCHASER QUESTIONNAIRE
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                                  COMMON STOCK
                               PURCHASE AGREEMENT
                  UNDER SECTION 4(2) OF THE 1933 SECURITIES ACT

                             RPM TECHNOLOGIES, INC.

                          FOR THE SALE OF COMMON STOCK
                 BY THE ISSUER TO A LIMITED NUMBER OF INVESTORS

                                   RESTRICTED
                                   ----------

                            C O N F I D E N T I A L



PURPOSE OF THIS QUESTIONNAIRE:
-----------------------------

Shares of Common Stock of RPM  Technologies,  Inc., a Colorado  corporation (the
"Company") are being offered  without  registration  under the Securities Act of
1933,  as amended  (the "1933 Act"),  or the  securities  laws of any state,  in
reliance on the private  placement  exemption  contained  in Section 4(2) of the
1933 Act and on similar exemptions under applicable state laws.

Under  Section  4(2)  and/or  certain  state  laws,  the  Company is required to
determine  that an  individual,  or an  individual  together  with a  "purchaser
representative"  or each individual equity owner of an "investing  entity" meets
the  suitability  standards  upon  which  the  private  placement  exemption  is
conditioned.  THE COMPANY WILL NOT SELL THE SECURITIES TO ANY INDIVIDUAL WHO HAS
NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE,  A  QUESTIONNAIRE.  IN THE CASE OF AN
INVESTOR THAT IS A  PARTNERSHIP,  TRUST OR  CORPORATION,  EACH EQUITY OWNER MUST
COMPLETE A  QUESTIONNAIRE.  This  Questionnaire  does not constitute an offer to
sell or a  solicitation  of an offer to buy the Securities or any other security
of the Company.

INSTRUCTIONS:
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One (1) copy of this  questionnaire  should  be  completed,  signed,  dated  and
delivered to the Company c/o RPM Technologies,  Inc., Two Mid-America Plaza, 8th
Floor, Oakbrook Terrace, IL 60181, Attention: Mr. Charles Foerg, President.

<PAGE>

PLEASE  ANSWER  ALL  QUESTIONS.  If the  appropriate  answer  is  "None" or "Not
Applicable", so state. Please print or type your answers to any item.

Your answers  will be kept  strictly  confidential  at all times.  However,  the
Company or its counsel  may present  this  Questionnaire  to such  parties as it
deems  appropriate  in order to  assure  itself  that the  offer and sale of the
Securities will not result in a violation of the registration  provisions of the
1933  Act  or  a  violation  of  applicable   exemptions  from  registration  or
qualification under the securities laws of any state.

1.        Please provide the following personal information:

          Name:
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          Age:
             ----------------
          Residence Address:
                           -----------------------------------------------------
          (Including Zip Code)
                             ---------------------------------------------------
          Business Address:
                          ------------------------------------------------------
          (Including Zip Code)
                             ---------------------------------------------------
          Telephone No's: Res:                    Business:
                             -------------------          ----------------------

2.        Please describe your present or most recent business or occupation and
          describe the nature of your employment, the principle business of your
          employer,   the  principle   activities   under  your   management  or
          supervision and the scope (e.g. dollar volume, industry rank, etc.) of
          such activities:



3.        Please  state  whether  you or any member of your immediate family (i)
          are a member of or a person  associated  with a member of the National
          Association  of Securities  Dealers,  Inc.  (the "NASD"),  (ii) are an
          owner of  stock or other  securities  of an NASD  member  (other  than
          purchased on the open market),  or (iii) has made a subordinated  loan
          to any NASD  member?  [A  member  of your  immediate  family  includes
          parents,  mother-in-law,  father-in-law,  husband or wife,  brother or
          sister, brother-in-law or sister-in-law,  son-in-law,  daughter-in-law
          and  children  and any other  person  who is  supported,  directly  or
          indirectly to a material extent by the subscriber].


                      ----------------          -----------------
                      Yes                       No


                                       4
<PAGE>

If you marked "yes" to any of (i)-(iii) above, please briefly describe the facts
below:

4.       Please provide  the  following  information concerning  your  financial
         experience:

4.1      Indicate by check mark which of the following categories best describes
         the extent of your prior  experience in the areas of investment  listed
         below:

                                    Substantial        Limited       No
                                    Experience         Experience    Experience

         Marketable
         Securities                 -------------      -----------   -----------

         Equity securities
         for which no
         Market exists              -------------      -----------   -----------

         Limited Partner-
         ships                      -------------      -----------   -----------

4.2      Indicate by check mark whether you maintain any of the following  types
         of  accounts  over  which  you,  rather  than a third  party,  exercise
         investment discretion,  and the length of time you have maintained each
         type of account.

         Securities (cash)          Yes                    No
                                       ---------------       ----------------

         No. of years
                     --------------

         Securities (margin)    Yes           No
                                   --------     --------

         No. of years
                     --------------

5.       Applicable to INDIVIDUALS  ONLY.  Please answer the following questions
         concerning your financial condition:

5.1      Does your net worth*(or joint worth with your spouse)exceed $1,000,000?

                                    --------------            -------------
                                    Yes                       No

         *For purposes hereof "net worth" shall be deemed to include ALL of your
         assets, liquid or illiquid (including such items as home,  furnishings,
         automobile and restricted  securities) MINUS any liabilities (including
         such items as home mortgages and other debts and liabilities).


<PAGE>

5.2      Did you have an  individual  income**  in excess of  $200,000  or joint
         income  together  with your spouse in excess of $300,000 in each of the
         two most recent  years and do you  reasonably  expect to reach the same
         income level in the current year?

                                    Yes                       No
                                       -------------            -------------


         **For  purposes  hereof the term  "income" is not limited to  "adjusted
         gross income" as that term is defined for Federal  Income Tax purposes,
         but rather  includes  certain  items of income  which are  deducted  in
         computing  "adjusted  gross  income".  For  investors  who are salaried
         employees,  the gross salary of such  investor,  minus any  significant
         expense personally incurred by such investor in connection with earning
         the salary,  plus any income from any other source  including  unearned
         income,  is a  fair  measure  of  "income"  for  purposes  hereof.  For
         investors  who are  self-employed,  "income" is generally  construed to
         mean total revenues received during the calendar year minus significant
         expenses incurred in connection with earning such revenues.

5.3      Please  describe  any  obligations  which you  currently  have or which
         become due in the next 24 months which you do not expect to pay  out of
         available funds:

5A.      Applicable to Corporations, Partnerships and other Entities.

         Do your total assets exceed  $5,000,000  or,  alternatively,  do all of
         your equity holders meet the requirements of  subparagraphs  5.1 or 5.2
         above not formed for the purpose of acquiring the securities?

                                    Yes                    No
                                       -------------         -------------

6.       Check if appropriate:

         [ ] I hereby  represent  and  warrant  that I have such  knowledge  and
         experience  in  financial  and  business  matters  that I am capable of
         evaluating  the merits and risks of any  prospective  investment in the
         Company.

7.       If you  did not  check  the   box of  Question  6,  please  answer  the
         following additional questions:


<PAGE>

7.1      Please describe any pre-existing personal or business relationship that
         you have with the Company or any of its officers and directors.

          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------

7.2      Please describe any business or financial  experience that you have had
         that  would  allow the  Company  to  reasonably  conclude  that you are
         capable of evaluating a prospective investment in the Company. If none,
         so state.

          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------

7.3      If your  answer to  Question  7.2 above was "None" in order to evaluate
         the merits and risks of the  investment,  will you be relying  upon the
         advice of any  other  person(s)  who will be  acting as your  purchaser
         representative(s)?
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
                                    Yes                    No
                                       ------------          ------------

         If "Yes",  please  identify  each such person and indicate his business
         address and telephone number in the space below. (Each such person must
         complete,  and you must review and  acknowledge,  a separate  Qualified
         Purchaser  Questionnaire  which will be  supplied  at your  request and
         which must be returned  to the Company  prior to the sale of any of the
         Securities to you).
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
8.       By signing this Questionnaire,I hereby
         confirm the following statements:


         (a)      I have read the Share Purchase Agreement including
                  the attachments thereto.

<PAGE>

         (b)      I am aware no  market  currently  exists  for the  Securities,
                  thereby  requiring  any  investment  to be  maintained  for an
                  indefinite period of time.

         (c)      I  acknowledge  that any delivery to me of the Share  Purchase
                  Agreements   relating   to  the   Securities   prior   to  the
                  determination  by the Company of my suitability as an investor
                  shall not  constitute  an offer of the  Securities  until such
                  determination of suitability  shall be made, and, I agree that
                  I shall promptly  return the Share Purchase  Agreements to the
                  Company upon request.

         (d)      My answers to the foregoing questions are true and complete to
                  the best of my  information  and  belief  and I will  promptly
                  notify the  Company of any changes in the  information  I have
                  provided.

         (e)      I also  understand  and agree that,  although the Company will
                  use its best  efforts  to keep  the  information  provided  in
                  answers  to  this  Questionnaire  strictly  confidential,  the
                  Company may present  this  Questionnaire  and the  information
                  provided  in  answer  to it to such  parties  as they may deem
                  advisable if called upon to establish the  availability  under
                  any  federal or state  securities  laws of an  exemption  from
                  registration  of the  private  placement  or if  the  contents
                  thereof  are  relevant  to any  issue in any  action,  suit or
                  proceeding to which the Company or its  affiliates is a party,
                  or by which it or they are or may be bound. (f) I realize that
                  this Questionnaire does not constitute an offer by the Company
                  or its  affiliates to sell  securities but is merely a request
                  for information.

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                                                  Printed Name

                                                  ------------------------------
                                                  Signature


                                                  ------------------------------
                                                  Social Security Number or
                                                  Taxpayer Identification Number

Date and Place Executed:

Date:
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Place:
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