Achieve3000 delivers instructional reading comprehension content to K-12 students via the Internet. Students typically access the program (KidBiz3000) during dedicated time in a computer lab or from home. Achieve3000 reproduces news articles from Reuters to match various grade-levels of reading ability, based on each student's personal reading level. The differentiation is largely automated by proprietary software. The system also includes graphics, interactive features such as a simulated stock market game, secure student-to-student and teacher-to-student e-mail functionality as well as robust tracking and monitoring tools essential for teachers and administrators.

At the time of Palisade's investment in June 2004, Achieve3000 system enjoyed a reputation as one of the best-positioned products in the K-12 space. Its low cost and broad appeal made it an ideal learning tool for both in-school and at-home use. In June 2004, PPPII invested in Achieve3000.

Achieve3000 has been recognized as the "Early Stage Company of the Year" by the New Jersey Technology Council and its CEO has been nominated for the "Entrepreneur of the Year" award by Ernst & Young. Achieve3000 continues to execute, rapidly growing the number of students that it serves. Currently, Achieve3000 is working to raise the profile of its products in larger cities such as New York, Chicago and Washington D.C.

Control-F1 Corporation was a software company in the Support Automation industry. It provided automated help-desk solutions for mid-to-large size companies for their internal IT-support needs, and also aided large software and hardware companies with their customer support needs. Control-F1's products offered cost reduction through enhanced support operation efficiency, improved corporate productivity, increased customer acquisition and retention, as well as greater revenue potential.

At the time of Palisade's initial investment, Control F-1 had a sizeable base of well-known customers. Palisade believed that Control F-1's value-added products and services would be well received by customers in the growing help-desk space. In August 2001, PPPII made its first investment in Control F-1.

Palisade was active in the development of Control F-1 through its board seat. Palisade helped to transition in a more experienced management team when operation grew too large for the company's founders. In December 2005, Control F-1 was acquired by Computer Associates, Inc and continued its operations as a part of Computer Associates.

Foxtons, Inc. offers residential real estate brokerage services. Foxtons' business model differs significantly from traditional brokers in that sellers pay 3% of the transaction price instead of the customary 6% rate. Many of the ancillary activities of the traditional agent are separated and performed by specialists in a centralized call center. Foxtons attracts buyers and sellers through direct marketing and advertising. Buyers are pre-qualified for mortgages through Foxtons' own mortgage brokerage before visiting any sellers' homes. Foxtons also has a captive title agency. Foxtons uses the Internet to narrow buyers' interest down to the most likely homes, schedule buyer visits and coordinate activities toward closing.

Palisade evaluated Foxtons' business model and saw an opportunity to change the residential real estate brokerage market similar to the way Charles Schwab changed the stock brokerage business in the 1970s and 1980s. It appeared that the standard 6% commission was a vestige from previous periods when all information resided with the agent, and was ripe for reduction. In November 2000, PPPII made its first investment in Foxtons.

The recent decline in the real estate markets has had a significant negative effect on Foxtons' business. In October 2007 the company announced its intention to file for Chapter 11 bankruptcy protection.

GoCo-op developed Procura, a comprehensive web-based procurement software solution for the hospitality industry. Procura was designed to allow major hotel chains to automate their procure-to-pay cycle by streamlining purchasing and supply chain management for regularly purchased items such as supplies, food and beverage (F&B), utilities, and furniture, fixtures and equipment (FF&E).

Annual hospitality industry expenditures for operating supplies, F&B, utilities, FF&E, renovations and construction are estimated at over $150 billion globally. Palisade determined that by adopting GoCo-op's e-procurement solution, hotels would be able to realize significant cost savings and enhance profitability by streamlining operations through process automation, improving expenditure visibility and overall supply chain optimization. PPPI invested in GoCo-op in July 2001.

In the wake of September 11, the hospitality industry suffered a severe downturn. GoCo-op was unable to survive this downturn and wound down its operations in 2003.

Lydian Trust Company is a Florida-based diversified financial services firm that provides a variety of banking and wealth management services to high net worth clients, and also provides technology development and loan processing services to large financial services firms.

Palisade had a high degree of confidence in the management team's abilities to build out their organization, develop relationships with a broad array of strategic partners, and, most importantly, to adjust their strategy as necessary in the fast-changing banking markets. PPP invested in Lydian in March 1999. Palisade Private Partnership II, L.P. also invested in Lydian in February 2001.

In July 2006, both PPP and PPPII sold part of their investments back to Lydian. In May 2007, City National Corporation acquired Lydian's Wealth Management division. Lydian used a portion of the proceeds from this sale to repurchase the remainder of the Lydian shares held by PPP and PPPII.

Marketing Technology Solutions is a marketing services company that leverages proprietary online consumer databases and innovative analytics to help pharmaceutical companies identify their high value consumers.

When PPPII invested in Marketing Technology Solutions in 2004, pharmaceutical companies were dramatically increasing their spending on direct-to-consumer marketing initiatives for both over-the-counter and prescription drugs. Palisade believed that Marketing Technology Solutions was well positioned to capitalize on this trend.

As the lead investor in the Series C round, Palisade holds a board seat and serves as an ongoing sounding board for senior management. Following Palisade's investment, Marketing Technology Solutions has continued to execute and grow and has secured its place as a leader in its sector.

Norbelle LLC's Cearch software utilizes GPS and cellular technology and enables mobile, peer-to-peer tracking of people and assets in real time. Cearch technology enables one cell phone or PDA to track and locate another cell phone or PDA. Cearch can also be deployed in a stripped down cell phone-like device known as a "tag". A single Cearch-enabled cell phone or PDA can track and locate multiple tags. Such tags can be worn by children, medical patients, police officers or firemen, or placed in a vehicle or on any other valuable object.

Palisade believed that Norbelle's technologies were well-situated to take advantage of the growing demand for tracking devices. Unlike competing technologies which are server-based and allow tracking only from a central system, NorBelle's software allows peer-to-peer tracking of mobile objects in real time. In addition, NorBelle's technology is network-agnostic and can be deployed on a variety of network standards such as CDMA, TDMA and GSM both in the US and internationally. In April 2003, PPPII made its initial investment in Norbelle.

In late 2007, Norbelle closed an additional financing round which should support the continued testing of its Cearch software system with Verizon Wireless and T-Mobile.

PROMOSOME LLC

Promosome is an early-stage biotechnology company developing products designed to modulate protein production levels for optimized biologics manufacture, DNA vaccines and gene therapy.

Palisade considered Promosome to be an attractive investment opportunity given management's prior track record in biotechnology investments. Their proven approach to biotechnology start-ups centered around minimizing the early use of capital by maintaining "virtual office" operations until proof-of-concept. Additionally, experts in the medical field assisted Palisade in analyzing the potential market for Promosome's product, which Palisade deemed to be quite large. In June 2004, PPPII invested in Promosome.

The initial funding was spent on research and development with a focus on the development of cell lines capable of multiplicatively increasing protein expression. Promosome scientists recently achieved an impressive seven-fold increase in protein expression after optimizing the sequences involved. Promosome intends to market its services to originators of novel protein therapeutics and contract manufacturing organizations that provide production services to the biotechnology industry.

RAD Technologies specializes in the contract manufacturing of complex printed circuit boards, custom and molded cable assemblies and over-molded embedded electronics. The Company also engages in the value-added distribution of electronic connectors to the military and aerospace industries.

When PPPII invested in RAD Technologies in June 2005, Palisade believed that the synergies derived from RAD Technologies' proposed acquisition of contract manufacturing assets from Arrow Electronics and Astrex would add a great deal of value to RAD's business.

RAD continues to work towards the integration of the operations of its companies, and hopes to realize value from the expected synergies in the near future.

Telelogue, Inc. provided automated directory assistance (DA) solutions to telecommunications carriers, collecting revenue on each completed DA call. Telelogue's patent-protected technology pre-processed the directory listings database for voice search, and allowed high-speed matching against the resulting database.

Palisade determined that major telephone carriers had strong motivation to use technology such as that offered by Telelogue. Telelogue had several partnerships in place with small carriers, and was developing solid relationships with the major carriers. Palisade sought the guidance of a recently retired executive of a top telecommunications company, who believed that there was a substantial opportunity in the market for Telelogue. In October 2002, PPPII invested in Telelogue.

Telelogue was acquired by Scansoft in June 2004.

Transload America is a holding company that was formed by a group of senior waste industry and railroad executives to exploit the market opportunity of transferring and disposing of non-hazardous solid waste by rail. Transload's business strategy is based upon three major steps: (1) acquire the necessary rights and interests to develop and operate rail transfer facilities in key markets in the Northeast; (2) acquire landfill capacity in the Midwest through direct ownership or long-term disposal commitments where the landfill is accessible by rail; and (3) partner with major railroads such as Canadian Pacific, CSX and Norfolk Southern to serve as carriers from rail transfer stations to disposal sites. Transload's core division is High Tech Trans, a rail transfer facility located in Newark, NJ. High Tech Trans currently receives construction and demolition waste and transfers it to disposal facilities in other states, primarily in the Midwest.

Palisade determined that the waste management industry was poised for growth, as waste generation increased steadily in the U.S. and landfills reached capacity. In November 2004, PPPII invested in Transload America.

In March 2006, Palisade sold its stake in Transload to a financial investor.

Verid, Inc. developed software that provides consumer identity verification solutions to businesses that conduct remote transactions over the internet or via call centers. It does so by performing identity verification and authentication in real time through a series of multiple-choice questions, using commercially available public and private data. Verid's solution goes beyond simply validating a customer's name, address, social security number and date of birth, all of which is relatively easy to access. Instead, Verid's questions are built around data such as property and death records, motor vehicle registrations, marriage licenses and utility billing records. These are more personal pieces of data that are generally more difficult for identity thieves to obtain.

As Palisade contemplated the investment, fraud was rapidly becoming a major problem as internet and phone sales became more common. While several companies were competing in the fraud prevention marketplace at this time, Palisade believed that Verid's solution was unique in that it provided definitive verification of consumer identity, whereas competitors' solutions only assessed the likelihood that a transaction was fraudulent. In February 2005, PPPII invested in Verid.

In June 2007, Verid was acquired by the RSA division of EMC Corporation.

Versura was a software company dedicated to the student loan industry. Versura featured two products: the first of which allowed colleges and universities to automate the process of selecting preferred student loan vendors for their students, and the second provided an exchange platform for schools and banks to sell and buy student loan portfolios in the secondary market.

Palisade believed that the student loan market was underserved from a technology standpoint. Schools had no automated processes to allow them to find the best student loan opportunities for their students. In August 2001, PPPI invested in Versura.

The management team underestimated the power that the entrenched lenders exercised over the colleges and universities. Many of the schools felt the Versura process would assist in automating the student loan vendor decision, but they would not change lenders. The lenders put pressure on the schools not to allow Versura to take a small fee from the transaction. Amid these pressures, Versura shut down operations in 2003.