Abstract: Based on the understanding of ensuring the development of an entrepreneurial firm and protecting the benefits of investors and entrepreneur, entrepreneurial firm based on technology should consider debt financing and governance mechanism together. As an improvement, investors supervise system and entrepreneurs efforts were introduced on the study of debt financing and governance mechanism of entrepreneurial firm based on technology. The expected income models of investors and entrepreneur are the basic models of implementing governance mechanism. Based on the analysis of the basic models, the supervise mechanism, control rights mechanism, stimulation mechanism and the confirming of the investors best rate and the entrepreneurs best effort are discussed .