3. ProMed Alliance International, Inc $10,000,000 100 Units consisting of 10,000 Shares of Preferred Series II and10,000 Shares of Restricted Common Stock and10,000 Non-Employee Stock Options ProMed Alliance International, Inc., a Florida Corporation, is offering on a “best efforts, no minimum” basis to accredited investors and certain other suitable investors, in accordance with the terms of this Confidential Private Offering Memorandum, up to 100 Units at a subscription price of $100,000 per Unit for an aggregate gross offering of $10,000,000. Each Unit consists of 10,000 shares of our Preferred Series II and 10,000 Shares of our Restricted Common Stock (the “Stock”) and 10,000 Non-Employee Stock Options. See “Summary of the Offering Terms” in the Company’s Memorandum. Prospective investors must subscribe for a minimum of one (1) Unit at a price of $100,000, although we may, in our sole discretion, accept subscriptions for a lesser amount. There is no minimum number of Units to be sold or minimum amount to be received prior to the use of the proceeds. If less than the total number of Units is sold, we may use all the proceeds received and cease this offering for the remainder, at our sole discretion. This offering will terminate on June 31, 2010, unless extended. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS ANY SUCH REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE COMPANY’S MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

5. Salient Points The Parent Company’s SEC Form S1 Filing is effective. The Company has pending acquisitions generating over Fourteen million dollars ($14,000,000) in consolidated revenue. First-to-market advantage: ProMed Alliance’s innovative business model and broad market application position the Company with competitive advantages.

6. Salient Points Experienced management: present management possesses expert intellectual capital and is accomplished in financing, technological development, operational management, strategic marketing and business development. Achieved critical mass: prior to market launch, ProMed Alliance has reached a critical mass of medical professionals in excess of 17,000 physicians.

7. Salient Points Proprietary technology platform: developed in house, patents pending. Prominent Shareholder Group: 750+ accredited investors, the people that “other” people listen to. Investor confidence: healthcare industry stocks demonstrate a strong and viable market for investors.

9. Crisis in HealthCare: Physician Satisfaction Physician Satisfaction Foundation in November 2008 mailed surveys to 270,000 primary care physicians and 50,000 practicing specialists. Physicians are Overworked, Underpaid and Physician Satisfaction is at an all time low. One physician was quoted as saying “The whole thing has spun out of control. I plan on retiring early even though I love seeing my patients. The process has just become too overwhelming.”

10. These results are alarming but not surprising • 60% wouldn’t recommend medicine as a career. • 90% have seen an increase in their time being devoted to non-clinical paperwork. • 76% are working at “full capacity” and are overextended and overworked.

11. What is Important to Physicians? “Patient relationships” ranked highest on the list of things physicians find satisfying about medicine, followed by “intellectual stimulation,” “professional/ collegial relationships” and “prestige of medicine.” “Financial rewards” ranked last on the list of things physicians find most satisfying about medicine. Physician Satisfaction and Medical Excellence will never be achieved until there is a change.

13. Business Summary In 2008, the United States spent approximately 17 Percent of its gross domestic product (GDP) on health care. U.S. health care spending is expected to increase at similar levels for the next decade reaching $4.3 TRILLION in 2016, or 20 percent of GDP.Health care spending is 4.3 times the amount spent on national defense. Experts agree that our health care system is riddled with inefficiencies, excessive administrative expenses, inflated prices, poor management, and inappropriate care, waste and fraud. Absent in this dynamic environment is a market leader with the size, technology, innovation and professional management necessary to dominate the national market place. ProMed Alliance has stepped up to fill this void.

14. Corporate Mission ProMed Alliance is a subsidiary of Peer Review Mediation and Arbitration, Inc., “PRMA”, a public company. ProMed Alliance will provide Member Benefits related to clinical and support services to the over 17,500 physicians that are currently in the PRMA network of Physician Experts. Given the challenges facing physicians, successful practices must take proactive steps to combat negative trends and improve their overall financial performance. Our Member Benefits Programs will be designed to improve practice operations and processes can be streamlined to reduce costs and increase revenue. ProMed Alliance aims to be in practice partnerships with over 300 physicians within 3 years.

15. ProMed Alliance aims to: • Set up a group purchasing organization (GPO) to assist in promoting quality healthcare and assisting diverse providers in effectively managing expenses. A GPO aggregates the purchasing volume of its members for various goods and services and develops contracts with suppliers through which members may buy at group price and terms. • Throughout the planning and evaluation cycle review, analyze, suggest, consult, project and present various alternatives in order to maximize savings without sacrificing service or quality of products or care. • Provide bonded secure cash management system. • Provide superior technology and innovation to create efficiencies at no cost to the physician other than from the realized savings from historical costs.

16. ProMed Alliance aims to: • Provide technology and innovation solutions after an extensive preliminary evaluation of all purchasing invoices. Once it is determined that there is a realizable potential savings, a complete analysis is conducted with site visits and technology solutions catered to the individual practice location. Each report is generated and delivered to the Practice Management Team / Physician Manager for approval. • Acquire medical supplies directly from manufacturers and through exclusive national medical supply distributor Group Purchase Organizations. • Benefit from enormous purchasing power which it will continue to develop for even greater savings over time with over 17,500 member practitioners. • Have access to all major manufacturers of medical and office supplies both nationally and internationally. ProMed Alliance will only provide FDA approved products. • Provide the exact medical supply requested by the member. ProMed Alliance will also suggest substitute generic lower costing products but will only replace when given authorization by the physician member.

18. Practice Partnership Solutions There are three broad classifications of Practice Partnership Solutions: • Revenue Cycle Management Solutions. • Expense Cycle Management Solutions. • New Practice Profit Centers.

19. Revenue Cycle Management Solutions relates to all of the processes, sub-processes and enabling technologies associated with the initial contact through the collection of inbound revenue. Solutions may include new practice protocols, contract negotiations, net collections improvements and new revenue opportunities. • Coding and Billing Most physicians have come to the realization that in order to process claims efficiently and effectively they must not only code correctly but must document correctly in order to substantiate the billed procedures for fear of an audit from Medicare, Medicaid, Private Insurance or any of the contracted Health Maintenance Organizations. ProMed Alliance will provide customized solutions to the physician practice after extensive evaluation of all existing procedures via personnel interview and appropriate review of all collection, billing and coding records including but not limited to the percentage of billings collected.

20. Revenue Cycle Management • Transcription Transcription is the basis of the billing and coding and the plan of treatment for the patient. ProMed Alliance intends to incorporate these components as part of the overall work flow for the practice in order to create greater work efficiencies and therefore expense savings.

21. Expense Cycle Management Will include forming a Group Purchasing Organization. This GPO will be supported by acquisition of related expense side suppliers. This Member Benefit as a cost reduction strategy will focus on reducing the internal costs and maintain tighter control over supplies and related spending. This will provide substantial savings on medical supplies and the corresponding costs associated with ordering, inventory control and shrinkage. We anticipate splitting the savings dollar for dollar with our members.

22. Purchased Supplies • Medical Supplies As reported by the National Society of Healthcare Consultants, Medical Supplies used in the everyday practice of medicine accounts for about six percent to ten percent of total practice revenue, depending on the specialty. Medical-surgical disposable supplies includes a range of medical supplies, including paper goods, needles and syringes, gauze and wound dressings, surgical instruments, sutures, examination gloves, orthopedic soft goods, tongue blades and applicators, sterilization and intravenous solutions, specimen containers, diagnostic equipment reagents, and diagnostic rapid test kits. According to Dun & Bradstreet, there are over 312,536 practices, utilizing 2.7 million employees in this industry. This industry’s total sales amounted to over $240 billion.

23. Purchased Supplies • Medical Supplies (continued) PRMA physician practice revenue is approximately 2 million per year. Expenditures for medical supplies are therefore approximately $75,000 to $200,000 per year taking into account for multiple physician practices which is the norm in the PRMA population of physician members. The supply chain for medical products is manufacturer, distributor, and dealer, each with their own respective mark-up. These local medical supply dealers generally mark up their products from 30-40% above their costs from their distributor. Manufacturers or Distributors generally do not sell directly to private practice physicians. This creates the opportunity to aggregate the private practice physician purchases into our Group Purchasing Organization.

24. Purchased Supplies • Office Supplies Office supplies purchases generally consume about 3-4% of the gross practice revenue. These supplies generally consist of file supplies, patient charts, toner, labels and paper, etc. Office supplies expense of 3% of $1,500,000 or $45,000 per year. There are markups of 30-45% to the physician practices. The GPO with larger combined sales volumes and efficiencies should generate additional expense category savings. ProMed Alliance in addition will offer technologically advanced filing solutions such as bar coded file charts, RFID filing systems and cabinets.

25. Purchased Supplies Practice Profit Centers ProMed Alliance will establish practice protocols to generate new revenues by establishing a specialized “Clinic” within the practice. New Practice Profit Center Clinic opportunities that are adjunct Health and Wellness programs to manage emerging chronic conditions: • Group Counseling • Cosmetic Procedures • Monthly laboratory testing for target populations (diabetics) • Diet Programs • Diagnostic Testing.

27. Summary The interests of the Physician and ProMed are identical. Profitability, efficiency, physician satisfaction and better overall patient healthcare are all achievable through the use of technology, work flow innovations and strategic alliances. The synergies of expert management coupled with the peace of mind that the suppression of stress brings is the holistic end result of a true collaboration between superior healthcare and the business of medicine. Practice Partnership solutions will provide much needed revenue to each practice partner in a climate of reduced reimbursements and increased governmental documentation scrutiny. The culmination of proven management, technology and innovation will provide most physician practice partners with increased income of approximately $100,000 per year free of any capital investment by the physician.

28. Revenue Model ProMed Alliance will benefit dollar for dollar with the member benefit practice physician. All savings demonstrated from the historical records(base year) to the new year where ProMed Alliance is managing any or all of the functions will be additional revenue in the form of savings or new revenues as is the case for Practice Profit Centers. Year one is the first complete twelve month period. ProMed will accept only 43 physician members in the first year then rapidly building to 103 in year two and 200 in year three. This revenue model is based on $10,000,000 launch capital.

31. Our revenue model of service offerings and vertical integration provide a unique model.

32. Broad based industry support: market research demonstrates strong demand and support for ProMed Alliance‘s service.

34. Experienced management: present management possesses expert intellectual capital and is accomplished in financing, technological development, operational management, strategic marketing and business development.