MTNUTES of a meeting of the Board of Directors of Sustainable Forestry
Management Limited held 5 April 2005.

PRESENT: Eric Bettelheim (Chairman)
Alan Bernstein
Ian Swingland
Hugh van Cutsem
Robin Hanbury-Tenison
Sven Ullring

APOLOGIES: Richard Sandor
Guy Weston
William Brodsky

1. CHAIRMAN

Eric Bettelheim chaired the meeting and agreed to act as Secretary to the

. meeting.

1. CONFIRMATION OF NOTICE AND QUORUM

The Secretary con?rmed that notice of the meeting had been given to all

Directors and that a quorum was present.

2. MINUTES

The minutes of the meeting of the Board of Directors held on 15 December

2004 were approved.
3. REMARKS BY THE CHAIRMAN

The Chairman began his remarks by thanking the members of the board for
making themselves available on short notice to deal in particular with the
specific opportunity which had presented itself in the last few months. This
was the ??t??h??lt?in?wstmentEmmhich was made
. possible as a result of recent changes in UK tax law. These changes

encouraged investment in environmental research and development. The

MDR.521653.2

Chairman explained that he and the Chief Executive had insisted on a structure
which from a legal and regulatory point of view presented no, or very low, risk
to SFM. Leading tax counsel's opinion was that there was little or no
likelihood of SFM being subject to any liability in the event the scheme failed
to comply with UK tax regulations. If successful the funds raised would be on
far better terms than offered by any other major source of funding for SFM. It
was for this reason that the Chairman and Chief Executive had pursued the
proposal in great detail and were now asking for the board's authority first, 5th?

and second, to authorise entering into ?nal agreements substantially

on the terms described in the documents previously distributed to the board.

The Chairman also explained that he had been contacted just before the
meeting by a competing developer of such schemes who wanted to inform the
board that there was a potential diSpute between the promoter of that scheme
and the promoter of the Green Planet scheme and to request a meeting with
SFM to discuss possible collaboration. The Chairman explained that he had
been assured by the principals of Green Planet that they were independent of
the promoters and would, if necessary change to other promoters to market the
scheme. The Chairman made clear that SFM would not tolerate reputational
or legal risk of any kind and undertook to make apprOpriate inquiries before

the company entered into definitive agreements.
4. REPORT OF THE CHIEF EXECUTIVE

The Chief Executive summarised the current status of discussions with the
institutions which have expressed interest in investing with SFM particularly
Perry and CVC and the developing project pipeline in Australia, New Zealand,
Brazil and Malaysia. He explained that discussions are now underway directly
with Norske Skog in respect to both Australia and Brazil. In response to a
question from Mr Ullring, he explained that CVC were committed to the
investment and were, like Perry Capital, only waiting for the ?rst project to
complete their due diligence. Final terms of investment, would, however still
need to be settled. He explained that CVC had indicated its wish to invest

more than $12.5 million and recognised that they would not get the equity

MDR.521653.2

stake originally negotiated. Mr Bernstein explained that the capitalisation of
the company by institutional investors would continue in parallel with the tax
shelter initiative. In response to a question from Mr van Cutsem, Mr Bernstein
confirmed that senior management was satis?ed that the Green Planet scheme
was by far the better of the two known to be in the market. Prof. Swingland
remarked and Mr Bernstein confirmed, that the tax shelter scheme offered
much less expensive funding for the company. Following full discussion and

consideration the Board then:

RESOLVED that subject to the approval of the voting Member: w.
the unissued Preference Shares be declassi?ed and their
par value be changed to shares of par value 
each; 
a new class of convertible shares of par value 

each called Class Shares be created; and

the form of new Bye-laws be approved and presented to
the Members of the Company for adoption as the new bye-

laws of the Company. my?

The meeting adjourned for presenting such resolution to the Members for the

purpose of approving and adopting the new Bye-laws.

Upon resumption of the meeting, the Chairman informed the meeting that the
Members had approved such changes of share capital of the Company and

adopted the new Bye?laws.

The draft agreements were considered and after discussion it was:

RESOLVED that:

the draft agreements be approved and that Chief Executive and Chairman be
authorised to make such amendments thereto as they may think fit and to

execute and deliver the same on behalfofthe Company; and

the Company be authorised, in carrying out its obligations under the
agreements, to act on any instruction, con?rmation or-authority given in
writing or signed by any Of?cer, including (1) to make an application to the

Bermuda Monetary Authority for permission for the issue Class Shares,

MDR.52 I 653.2

 for the conversion of Class Shares into Common Shares and the issue:
of Common Shares pursuant to such conversion; (2) to issue up to 1,200,000
Class Shares at GBP 1.00 per share in accordance with the terms of the
Agreement; and (3) to issue such number of Common Shares as may be
required in connection with the conversion of Class Shares into Common

Shares in accordance with the terms of the Agreement.

IT WAS FURTHER RESOLVED THAT:

any Of?cer be authorised and directed to take all such further actions and to
execute and deliver all such further documents, agreements and instruments in
the name and on behalf ofthe Company under hand or under its corporate seal,
as appropriate, and to pay such costs and expenses, as in each such Of?cer?s
judgment shall be necessary, proper or advisable in order to carry out the

intent and accomplish the purposes ofthe resolutions adopted by this meeting.

any actions taken by any Of?cer prior to the date of the foregoing resolutions
adopted at this meeting that are within the authority conferred hereby be

rati?ed, con?rmed and approved as the act and deed of the Company.

5. CONFIRMATION OF ACTS

The board approved and con?rmed the actions of management since the last

meeting of the board.
6. OTHER BUSINESS

The Chairman inquired as to potential dates for the next meeting of the board
when the remaining agenda items would be dealt with and it was agreed that it
be scheduled for Friday 13 May 2005 subject to con?rmation with the absent
directors. There being no other business, the Chairman thanked the board for

their time and the meeting was adjourned.

 

 

f" . 

Eric Bett?heim
Chairman

1;

MDR.521653.2

UNANIMOUS WRITTEN RESOLUTION

WE, the undersigned, being the sole holder of all the shares in Sustainable Forestry
Management Limited (the ?Company?), HEREBY RESOLVE THAT with effect

from 5 April 2005:

the unissued Preference Shares be declassi?ed and their par value be changed
to shares of par value each;

a new class of convertible shares of par value each called Class 
Shares be created; and

the form of bye-laws attached to this Resolution be approved and adopted as
the new bye?laws of the Company to replace in their entirety, the existing bye?

laws of the Company.

Dated: 5 
Sustainable'Forestry Management LLC
as the General Partner of

Sustainable Forestry Management LP