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4Godnwv

12/06/06 10:07 PM

#18823 RE: 4Godnwv #18822

The MicroForest PDR:

A MicroForest is a defined area of forest within a Forest Property. A MicroForest PDR is a negotiable certificate which represents beneficial ownership of a specific MicroForest. MicroForest PDRs are issued by FUNDACION PAYPRO, a Panamanian Private Interest Foundation constituted in accordance with Law 25, of 25th June 1995 of the Republic of Panama, the legal owner of the Forest Property within which the specific MicroForest is located.

FUNDACION PAYPRO acts as depository for PayPro Forest Properties within which the MicroForests are located and holds these Forest Properties in safekeeping on behalf of and for the benefit of its Beneficiaries, which may be legal entities or natural persons of good standing. FUNDACION PAYPRO issues MicroForest PDRs exclusively to its Beneficiaries.

Identification of PayPro MicroForests

Each MicroForest PDR specifies the name, legal description and location of the Forest Property in which the MicroForest is located and the size of the MicroForest (in square meters) which is represented by the MicroForest PDR. Larger MicroForests are also individually identified by their GPS co-ordinates. Smaller MicroForests are not individually identified but are defined by size (in square meters) without reference to a specific location within the Forest Property. These smaller MicroForests are “pooled” and the investor is therefore in effect protecting a “little piece of everything” within the area of the Forest Property reserved specifically for the pooled MicroForests. FUNDACION PAYPRO takes great care to ensure that an area of Forest Property is NOT assigned to more than one MicroForest.

Valuation and Trading

The Forest Properties held by FUNDACION PAYPRO on behalf of its Beneficiaries are appraised annually and a market value per square meter is established. This establishes the value of the MicroForests within each Forest Property and the value for each of the PDRs which represents these MicroForests. A PDR is negotiable and may be sold to another Beneficiary or to a third party. However, all trades must be completed through FUNDACION PAYPRO to ensure the transfer of the PDR and the underlying MicroForest to the new Beneficiary is properly recorded and the new owner fully informed.

MicroForest PDRs are real estate investments and as such are less liquid than other assets and are best viewed with a long term perspective. To enhance liquidity, FUNDACION PAYPRO will act as Broker to facilitate transactions between Beneficiaries or between Beneficiaries and third parties. In the future, FUNDACION PAYPRO may, depending on prevailing market conditions and at its sole discretion, act as market maker.

Ownership

The fundamental objective of the MicroForest Program is to secure the very long term conservation and protection of the Forest Properties which are offered to the public under the MicroForest program. To provide this protection these Forest Properties are held by, and therefore legally owned by, a Panamanian Private Interest Foundation (or Foundations) which provides legal protection in perpetuity for the Forest Properties. It is fundamental to achieving the objectives of the MicroForest Program that the Foundation(s) retain Legal ownership of the Forest Properties and for this reason, an investor in a MicroForest acquires Beneficial ownership, but not Legal ownership, of the MicroForest defined within the Forest Property. By using a Panamanian Foundation, PayPro can assure MicroForest investors that the Forest Properties will remain protected and undisturbed in perpetuity.

Access, Possession and Usage

Where practical, Beneficiaries are most welcome to visit their MicroForest however, a MicroForest may be located in a remote region which is not accessible by road and it may therefore be impractical for the Beneficiary to visit. Please note also the comments above regarding smaller MicroForests which are held on a pooled basis. To fulfill our objective to conserve the Forest properties Beneficiaries must agree not to attempt to take possession, occupy, change or make use of their MicroForest in any way whatsoever.

orthoman

12/20/06 3:09 PM

#26795 RE: 4Godnwv #18822

So What does these PDR's Mean to me?