4520 West Saanich Road, Victoria, BC V8Z 3G4 • www.PrattenProperties.com • Tel: (250) 479-7732 • Fax: (250) 380-7425

Dear Investor,

It has been said that, those who wish to invest wisely invariably turn to real estate to realize all of theirdreams.

How true.

It is also widely known that more millionaires have been created in the medium of real estate investing than inany other. What is far less well known however, is that by participating in larger real estate ‘deals’ rather thansmaller ones, more money can be made, more quickly, and with nearly the same level of effort—or, if one istruly wise, with no effort at all.

A person in the business of creating large real estate developments has much to do: locate and investigate theproperty, conduct feasibility studies, consult with architects and tradesmen, design floor plans, visit city hall,meet with councillors to obtain special permission for variances to local by-laws, employ salesmen to offer thenewly built or redeveloped properties, and a myriad of other tasks. -- Much to do for sure, but certainly not somuch as to prevent an experienced professional, with a team of talented and able men and women, fromaccomplishing the goal and collecting the profits over and over again.

On the other hand, a person who invests in large real estate developments can gain substantial returns ontheir money without doing one thing more than putting pen to paper. (Certainly, a wiser person than the first,some might say.)

We at Pratten Properties are the first person, and we invite you to invest the next few moments of your timestudying this material to determine if you are to be the second.

That said, I am pleased to introduce you to our organization and our latest syndication opportunity: Namely, anexclusive investment offering between 15 to 25% R.O.I. with a range of unique tax-sheltering possibilities.

In the accompanying booklet, we have been sure to include all the information that we would want to knowwere it our first time considering partnering in a venture such as this. It has been written plainly and with aminimum of distraction so that the investment opportunity described in its pages will be clearly understood,and stand on its own merits. When you are ready, click this link to download the Executive Summary for ourcurrent syndication project. When you have finished reading this informative manual in its entirety, please feelfree to contact me personally to answer any questions and to provide you with specific details on our latestsyndicated project.

Thank you for your consideration, and best wishes for your financial future.

Sincerely,

ALAN G. PRATTEN

President and CEO

The

Blue Bookof

Real Estate SyndicationPresented by:

Pratten Properties

Copy #

________ of ________

Written and Prepared by:Emanuel Furtado Arruda

All rights reservedincluding the right of reproductionin whole or in part in any form

No part of this publication or any derivation thereofmay be reproduced or distributed in any form or by any means,or stored in a database or retrieval system without the priorwritten permission of the publishers

© 2004 Pratten PropertiesAll rights reserved and vigorously defended.

IMPORTANT NOTE:

The statements herein are based on information which we believeto be reliable at the time of publication, but we cannot representthat they are complete or accurate. This booklet is forinformational purposes only and shall not constitute an offer tosell or a solicitation to buy any securities.

Important and specific information about a particular investmentwill be set out in the applicable Offering Document. You shouldobtain and read the Offering Document before making yourinvestment decision.

No offering will be presented except in accordance with thegoverning securities laws.

5.13.2005

When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

IInnttrroodduuccttiioonn .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 00 11The Importance of Owning Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02A Case Study . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02Bigger Buildings Bigger Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03Barriers? What Barriers? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03Smaller Investments Big Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 04Private Syndications: The Vehicle of Choice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 04Limited Partnerships: One Form of Group Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . 05Tax Benefits for the Investor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06Selling Your Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06How to Choose the Right Syndicate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06Why Consider Group Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 07Choosing Your Investment Leader . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 088 Key Benefits of Private Syndications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 094 Big Reasons to Syndicate with Pratten Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 310 Things You Need to Know about Pratten Properties . . . . . . . . . . . . . . . . . . . . . . . . . 1 6The Team Leaders—Proven Real Estate Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3The Game Plan—How we run our Syndications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3

• Our Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34• Our Corporate Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34• Our Acquisition Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34• Our Investment Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5• Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Risks and Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36• Internal Control Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7• Property Investment and Management Risk Controls . . . . . . . . . . . . . . . . . . . . . 38• Property Development Risk Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38• Taxation Risk Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39• Management Risk Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39• Financing Risk Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

PPrraatttteenn’’ss IInnvveessttmmeenntt GGuuaarraanntteeee .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 44 11OOuurr CCrreeddoo——OOuurr ccoorree vvaalluueess aanndd bbeelliieeffss .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 44 55

• Performance & Leadership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46• Investments Offered & Services Provided . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7• Member-Partnership & Friendship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

OOuurr CCoommmmiittmmeenntt——EEtthhiiccaall SSttaannddaarrddss aanndd PPrraaccttiicceess .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 55 11• Knowledge & Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2• Conscientious Investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3

FFrreeqquueennttllyy AAsskkeedd QQuueessttiioonnss .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 55 55IInnvveessttmmeenntt HHiigghhlliigghhttss .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 6644SSppeeaakk wwiitthh uuss.. PPeerrssoonnaallllyy.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 6666

TABLE OFCONTENTS

01

PRESIDENT’SINTRODUCTION

Dear fellow Investor,

Not since the Second World War has mankind seen such uncertain and unstable times (I know,because I’ve lived through them all). Today, the threat of global terrorism makes the economicinstability caused by the recession of 1991, and the crash of the Japanese economy in 1999 look like acakewalk. As if that weren’t enough, the tech-stock induced disintegration of the stock market left atrail of nervous investors in its wake. As for these skittish investors left still speculating in themarkets; you wouldn’t want to partner with such Nervous Nellies in your business, so why woulddiscerning investors like you and I “partner” with them in our investment portfolios?

It just doesn’t make sense.

There is a better way, and it certainly isn’t new: It is an extensively documented fact that investmentsin Real Estate have made millionaires of more reasonable men and women than any other investmentin history. In fact, if you examine any 10-year period in the last 100 years, you will witness somethingremarkable. Namely, a 10.8% increase in the value of Real Estate no matter where in that hundred-year period you choose to begin your 10-year examination.

I have staked my career on this fact for the past 40 years. In my long career, first as abuilder/contractor, then as a licensed real estate agent and private investor, I have quietly amassed myfortune in real estate all over Vancouver Island and Mainland BC. I have developed and built, boughtand held, fixed and flipped, and renovated and redeveloped over 500 substantial properties. Currently,the property management division of my company profitably manages all of my own properties as wellas hundreds of units for my select clientele.

Now, in the 41st year of my career, I want to share an opportunity to invest in my latest developmentwith you, my fellow sophisticated investor. An opportunity to partner with me, along with mypersonally-selected team, in large-scale, income-generating syndicated properties. We call them PrattenProperties.

I’d be pleased if you would take the next few moments to study this booklet and learn how I plan topartner with you and a tight circle of other like-minded men and women in a high-return, limited-riskinvestment, and offer you returns that are sure to make your accountant blush. When you’re through,I invite you to speak with me personally to answer any further questions you may have.

When you are ready, click this link to download the Executive Summary for our current syndicationproject. Each investment stands on its own merits and we encourage you, the investor-partner, toexamine them for yourself. Our unique ‘transparent’ disclosure method invites you to see the basisof our investment decisions for each of our syndications and become part of the process. In essence,you see what we see in every opportunity so you can make an informed investment decision.

I am delighted to offer you an opportunity to invest with us in our latest real estate syndicationproject and the opportunity to gain entry into these highly lucrative investments. I look forward tomeeting and speaking with you personally.

Sincerely,

Alan Pratten, President and CEOPratten Properties

this property to their franchisees at a price that produces a profit everymonth well in excess of their cost of financing and maintaining theproperty, but not so much as to make leasing the property unattractiveto the occupier. These same franchisees not only paid for their rights tooperate their store from McDonald’s, in most cases their franchise feesalso pay for the investment real estate that they are now leasing fromMcDonald’s as well. Wisely, McDonald’s doesn’t stop there. They alsoreceive profits from the wholesale sales of food to the franchisee, aswell as a portion of the profits of each location in the form offranchising, advertising, and marketing fees. We should all be so smart.

BIGGER BUILDINGS BIGGER PROFITSJust like McDonald’s restaurants, some of the most profitableincome properties are extremely large and expensive investmentsthat are leased to other businesses.

Office buildings, shopping centres, industrial parks and warehouses,lodging facilities (including hotels, motels and resorts), medicalcentres, and even power production facilities all fall under thecategory of commercial real estate. Under the right management, allof these can become excellent income properties.

A different form of large and lucrative income properties are occupiedby residents rather than businesses. Types of residential investmentproperties include condominiums, rental apartment buildings, senior’shousing, etcetera. The cost to build or purchase desirable incomeproperties like these can range from millions, to tens-of-millions, andsometimes even hundreds-of-millions of dollars, and requires anexperienced property management team to operate and maintainthem profitably.

Indeed property management is a whole other can of worms. It is onething to have the funds required to purchase or build large investmentproperties, it is quite another to keep them profitably occupied,maintained and managed year after year. For this reason, manyproperty owners choose to outsource their property managementservices to management firms that specialize in operating incomeproperties profitably for their owners—of course, this valuableexpertise is also provided for a fee. Even so, with the right mix ofproperty, tenant, and property management, large income propertiescan be extremely profitable and worry-free investments.

BARRIERS? WHAT BARRIERS?As noted earlier, large profits usually come at the price of large investments.This is fine for the builder or developer who has continually built and soldhis developments for a profit and re-invested his earnings into increasingly

0302

THE IMPORTANCEOF OWNING

REAL ESTATEIt is no secret that the greatest wealth-builder in history has alwaysbeen investment in real estate. Real estate is more than just afallback investment during a bear market. And, unlike the ‘paper’investments of the stock and bond markets, carefully selected incomeproperties have real long-term value secured by physical assets.Additionally, they are not subject to the wide fluctuations commonto stock markets and, when properly managed, they can continueproviding a steady return on investment of 15 to 20% per annumeven when the real estate market is flat. With mortgage rates athistoric lows and vacancy rates in prime areas hovering at 1.5% ,investing in high-income properties has never made more sense.

So, why isn’t everyone investing in real estate?

In a sense, most people already are: Tenants pay monthly rents or leasesto the owners of income properties in exchange for the use of the spacein which they live or conduct their business. In addition, the tenants maypay property management fees, financing fees, mortgage fees, and amultitude of other fees for services that the owners choose to provide inexchange for these fees. All of these tenants (and in the case ofcommercial properties, all of the tenants’ clients) are trickling theirmoney up (in the form of monthly rent, lease payments, or maintenanceand strata fees, etc.) to provide a return on the investments (R.O.I.)made by the owners of the property. So, although the tenants arereceiving benefits from occupying the property, they are not realizingany residual income or tax-sheltering benefits from the ownership ofthe property itself.

A CASE STUDYWhen asked what business McDonald’s is in, most people wouldimmediately answer ‘selling hamburgers’. And although it’s true thatMcDonald’s has successfully sold billions of hamburgers for manymany years, they are most definitely not in the hamburger business.

The McDonald’s Corporation owns a great deal of the most valuableand coveted income properties all over the world. They in turn lease

LIMITED PARTNERSHIPS:ONE FORM OF GROUP OWNERSHIPAlthough the legal structure of a syndication can take many forms, itis generally accepted that a Limited Partnership is one of the bestforms of group ownership of real estate investments. It offers all ofthe financial rewards and tax benefits of individual ownershipwithout the burden of management responsibilities, liability forprincipal debt, or large individual cash investments.

Basically, the setup is as follows:

A group of investors is formed to purchase and control a specificproperty. Each contributes what he or she wishes toward the purchase,usually in easy-to-divide units, such as 10%.

One of the members of the group, or even an outsider, becomes theGeneral Partner for the group and the investment. Chosen for hisexpertise, the General Partner is granted all decision-making powersfor the investment. This includes management, though he may hirea professional management company rather than handle it himself.

Everything that happens to the investment is at the sole discretion ofthe General Partner. He decides when major expenditures are needed,but will usually attempt to get a group opinion first. He determinesthe optimum time to sell or trade, and establishes the selling price. It isobvious that he must keep the goals of the group in mind at all times.

Now, the catch: As General Partner, he also assumes total liability forthe investment. Were a property to get into major financialdifficulties, the cost (or loss) is his responsibility.

The remaining partners in the group are Limited Partners. Their financialobligation is limited only to their initial investment. If the wholeinvestment goes bad, the most they stand to lose is their initial investment.

This raises the question, “Why would anyone want to be the General Partner?” First of all, the likelihood of a properly selected and managedproperty going bad, is remote. In addition, the General Partner is usuallypaid for his services, and he also has a piece of the action, so, it is in hisbest interest to make the venture as profitable as possible.

More often than not, real estate brokers will serve as GeneralPartners. A experienced investment realtor knows the market, andcan locate the right investment for the group. When it is time to sellthe investment, the realtor will likely represent the group as exclusiveagent. This is added incentive for him to serve as General Partnerand to keep up or increase the value of the property.

05

larger projects, but what about the individual private investor? How canthe individual investor with limited skills in real estate development, orless than a million dollars in cash, get in on such an attractiveinvestment? Are these highly desirable opportunities reserved only forconglomerates, investment banks, and powerful ‘old money’ families?

Thankfully, the answer is No.

SMALL INVESTMENTS BIG OPPORTUNITIESThere are already mechanisms and legal frameworks in existencewhich allow like-minded investors to band together in order topurchase and control substantial investment properties. Of course,each carries its own advantages and disadvantages.

A public newsletter published by BDO Seidman, LLP. Accountantsand Consultants asserts:

“The syndication process – aggregating capital from a group of investorsto acquire property – is seeing new popularity as real estate increasinglyis viewed as a fourth asset class in addition to stocks, bonds and cash.Real estate investment trusts (REITs) are an attractive way to invest inreal estate, but their publicly traded shares are subject to a significantdegree of price volatility that many investors seek to avoid.

By contrast, shares in a private syndicate, typically real estate limitedpartnerships (RELPs) or a privately held REITs, are not priced to marketon a daily basis and in addition offer the possibility of higher returnsthan publicly managed real estate. Finally, private syndicates offer sometax savings unavailable when investing in a public company.”

PRIVATE SYNDICATIONS:THE VEHICLE OF CHOICEWhen you invest with a private real estate syndication, you arepooling your capital with that of other qualified investors for thepurpose of investing in larger and more lucrative real estate projects.This affords the lone investor an opportunity to participate with anorganized group of like-minded investors in the ownership of a pieceof revenue property that is too much to handle singly or in a jointventure with just one or two others.

Real estate syndicates own income-generating residential or commercialreal estate and are secured by tangible and quantifiable assets ascollateral. This characteristic is untrue of many other investments andprovides added security for your investment. Additionally, investing inprivate real estate syndications gives the individual investor the abilityto achieve extraordinary profits with no liability for debt.

04

TAX BENEFITS FOR THE INVESTOROne of the best features of the limited partnership form of investing isthat, properly structured, a limited partnership offers the investors all theadvantages of sole ownership without the drawbacks, such as doubletaxation. It is able to pass all tax benefits on to the limited partners.

For example, a limited partner investing 10% of the capital that wasraised to purchase the property, becomes a 10% owner of theinvestment. In each reporting period, he receives a proportionateshare of the total profits—in this case 10%. At the end of each year,he receives a tax statement from the accountant for the group, so heis able to take 10% of any tax shelter or depreciation benefitsresulting from the ownership, and apply them to his overall taxsituation as well.

When the property is sold or refinanced, he receives 10% of the totalproceeds, after closing costs or refinancing fees, and paying theGeneral Partner’s share. In short, he has all of the advantages of theindividual ownership combined with the advantages of amanagement-free investment.

SELLING YOUR SHAREWhen a partner decides he no longer wishes to retain his share in thepartnership, he is free to seek a buyer for it. Selling a portion of alimited partnership share in a real estate holding is not muchdifferent from selling the property itself.

So long as he adheres to applicable securities laws, the seller offershis proportionate interest to potential investors at what he considersto be fair market value. This will no doubt be at a price higher thanhe originally paid—after all, it is still a real estate investment that isappreciating each year. The only difference is that it may onlyrepresent a 10% interest in the entire project.

Once he has a ready, willing and able buyer to purchase his share at acertain price that is acceptable to him, the other partners willgenerally have a right of first refusal to buy that share on the sameterms and conditions as the offer. Ask your General Partner if thereis a buy-back plan to help you cash out quickly in the event of anunforeseen personal situation.

HOW TO CHOOSE THE RIGHT SYNDICATEAll members of the group should have the same basic investmentgoals. An investor who is looking for a high cash flow should not be

06

put in the same investment as an investor who wants a tax shelterwith little or no cash flow produced by the property. Obviously, oneproperty cannot offer both.

Select a knowledgeable individual to act as your General Partner. Agood General Partner will know (or get to know) all of his investmentpartners personally, in order to group like-minded investors togetherwith the investment and holding period that will best serve theirneeds. Make sure he also has a vested interest in the venture so thathis profit is tied to the success of the investment. You shoulddetermine the guidelines as to the operation of the property at thetime the group is founded. This includes basic management policies,optimum holding period, etc.

Using this vehicle, investors with limited investment capital are ableto join with others and share proportionately in the monthly profitsfrom rent, periodic cash disbursements upon refinancing or sale ofthe property, and tax benefits offered by real estate investments.Without the group, many would not have sufficient capital tobecome a real estate investor. At the same time, since control is inthe hands of the General Partner, the chance of painful disagreementsamong the investors is minimized, and the overall stability of theinvestment is enhanced.

WHY CONSIDER GROUP INVESTMENTS?There are two primary reasons for considering any group from ofinvesting:

First of all, it offers an investor with limited investment capital theopportunity of getting involved in real estate investing and receivingall the benefits of owning real estate (like cash flow, and assetappreciation), as well as the benefit of tax savings that are notavailable to other types of income (like interest and dividends). Inaddition, he is able to join forces with others and “pool” resources.

The second reason for joining one of the larger groups is tocompletely divorce yourself from the task of locating, analyzing,purchasing and managing your real estate investment. The syndicateyou join does all of that for you.

So, use this brief chapter as a basic background in investment in areal estate syndication. That’s all it was intended to do. Youraccountant or lawyer, and well as the leader of the syndication, willbe able to answer any specific questions you may have about howyour participation in a syndication will benefit your portfolio. If youraccountant or lawyer is inexperienced in this field, contact one who is.

07

PRIVATESYNDICATIONSEIGHT KEYBENEFITS

How Syndicates Create Wealth for Investors

BENEFIT #5: DIVERSIFICATION OPTIONSA major advantage of some syndications is that they can enable theindividual investor to diversify among a number of different propertiesor investments. Diversification may well be the most important wayto protect against significant losses in any investment.

BENEFIT #6: INCREASED SAVINGSBy pooling the investment capital of a number of investors, even asmall real estate syndicate can achieve cost savings otherwiseunattainable to the individual investor. (The best legal, tax planningand investment advice don’t come cheap.) In addition, all else beingequal, larger properties are more cost-efficient than smaller ones,since many expenses are lower on a per unit or square foot basis.These savings translate into significantly more profit beingdistributed to every investment partner.

BENEFIT #7: CASH RESERVES & INCREASED STABILITYThe need for cash reserves is often overlooked when inexperiencedinvestors buy real estate. Syndication can assure that sufficientcapital is available to give the investment staying power, and theability to withstand economic downturns or temporary shortfalls.

BENEFIT #8: EARNINGS TRANSPARENCYLike public companies, earnings are reported per unit on the basis ofGenerally Accepted Accounting Principles (GAAP). That way youcan compare all of your various types of investments easily and takethe appropriate deductions off of your next tax return.

THE BOTTOM LINESyndicates, over time, have demonstrated a consistent track record ofproviding the benefits of ongoing current income, the potential forunequalled long-term appreciation, and tax-efficient earnings. Theyare equities that derive their value from tangible and quantifiableassets, and they have been proven to bring the benefits of balance,diversification, and greater risk/reward efficiency to a broad range ofinvestment portfolios.

Whether your investment style is value-driven or growth-oriented,individual or institutional, syndicate participation can clearly be of benefit.So, the question still left unanswered, is: “Which syndicate should I join?”

11

EIGHT KEY BENEFITS OFPRIVATE SYNDICATIONSBENEFIT #1: PREDICTABLE REVENUE STREAMA syndicate’s reliable income is derived from rents paid for the use ofleased properties. A strong property management team can focus onattracting only the most reliable of suitable occupants to theproperties. These types of tenants often sign leases for long periodsof time, and this in turn creates stable cash flows for the participatinginvestors. In addition, having carefully structured lease agreementsserve to further reduce risk.

BENEFIT #2: UNIT PRICE APPRECIATIONMost syndicates operate along this straightforward and easilyunderstandable business model: By making improvements, theproperty’s value is increased, and by increasing rents or occupancyrates, higher levels of stable monthly income may be generated. Theraised value, and higher incomes are then added to the investors unitvalue and monthly cash flow distribution.

BENEFIT #3: TAX MINIMIZING BENEFITSDue to the structure of our syndications, the profit on the propertiesflows through to the investor as if the individual was solely holdingthe investment. This means you get to deduct a proportionate shareof the building’s expenses and depreciation against your income. So,in addition to their profit, the investors receive all of the taxminimizing benefits of holding real estate, as well as the furtherbenefit of having absolutely none of the personal liability risksassociated with private ownership of real estate.

BENEFIT #4: TOTAL RETURNThe combination of stable cash income return, capital gains (from unitvalue appreciation), and tax savings can result in very healthy overallreturns for all participating investors. In addition, the group’s ownershipof tangible assets with established values further reduces risk.

10

4BIG

REASONSto Syndicate with Pratten Properties

CHOOSING YOUR INVESTMENT LEADEREEvveenn mmoorree iimmppoorrttaanntt tthhaann yyoouurr ddeecciissiioonn ttoo lleevveerraaggeetthhee ppoowweerr ooff yyoouurr iinnvveessttmmeenntt wwiitthhiinn aa pprrooffeessssiioonnaallllyymmaannaaggeedd rreeaall eessttaattee ssyynnddiiccaattee,, iiss ddeecciiddiinngg wwiitthh wwhhoommyyoouu wwiillll iinnvveesstt::

IIss tthhee ssyynnddiiccaattiioonn tteeaamm yyoouu aarree ccoonnssiiddeerriinngg,,eexxppeerriieenncceedd iinn ccoonnssttrruuccttiioonn?? FFiinnaannccee?? NNeeggoottiiaattiinnggccoonnttrraaccttss?? BBuuyyiinngg aanndd sseelllliinngg pprrooppeerrttiieess??

DDooeess tthhee tteeaamm hhaavvee tthhee ccoonnttaaccttss,, sskkiillllss aanndd eexxppeerriieenncceenneecceessssaarryy ttoo bbrriinngg yyoouurr pprroojjeecctt ttoo ccoommpplleettiioonn oonn ttiimmeeaanndd oonn bbuuddggeett??

IIss tthheerree aa pprroovveenn ssyysstteemm iinn ppllaaccee bbyy wwhhiicchh tthheeyy sseelleecctttthhee bbeesstt pprrooppeerrttiieess aanndd mmaannaaggee rriisskk??

DDoo tthheeyy hhaavvee aa mmaannaaggeemmeenntt ssyysstteemm iinn ppllaaccee ttooeennhhaannccee pprrooffiittaabbiilliittyy,, aass wweellll aass tthhee eexxppeerrttiissee ttoommaaxxiimmiizzee tthhee iinnvveessttmmeenntt’’ss ppootteennttiiaall??

AAnndd mmoosstt iimmppoorrttaannttllyy:: AArree tthheeyy ttrruullyy ttaalleenntteedd,, oorr aarreetthheeyy mmeerreellyy tteecchhnniicciiaannss??

AAllll ooff tthheessee qquueessttiioonnss mmuusstt bbee aannsswweerreedd iinn tthheeaaffffiirrmmaattiivvee bbeeffoorree yyoouu iinnvveesstt.. YYoouu mmuusstt ffeeeell aabbssoolluutteellyycceerrttaaiinn tthhaatt tthhee tteeaamm wwiitthh wwhhoomm yyoouu aarree iinnvveessttiinngg,, iissbbootthh eexxppeerriieenncceedd aanndd ttaalleenntteedd.. IIff eeiitthheerr ooff tthheesseeeelleemmeennttss iiss mmiissssiinngg,, iitt ccoouulldd mmeeaann tthhee ddiiffffeerreenncceebbeettwweeeenn ttaakkiinngg hhoommee aa bbiigg pprrooffiitt eevveerryy ppeerriioodd,, oorr jjuussttbbrreeaakkiinngg eevveenn..

LLuucckkyy ffoorr yyoouu,, yyoouu’’vvee ddiiaalllleedd tthhee rriigghhtt nnuummbbeerr......

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3. HOW DO YOU SPELL TAX RELIEF?Are your investments costing you more than they should? Withoutprofessional guidance, serious investors can suffer serious taxrepercussions. Now more than ever, even the most experiencedinvestors need to have professional advisors working on their side ofthe ledger.

We want to attract the very best investor-partners possible to everyPratten Properties syndication, so we contacted the experts behindthe four biggest initials in the accounting business: KKPPMMGG.

We asked KPMG to devise an array of comprehensive profit-maximizing, and tax-minimizing strategies that would be sure tomake even the stodgiest of investors, smile. They succeeded, they’reavailable now, and yes, they’re all perfectly legal.

4. TAILOR-MADE INVESTMENTSAre your current investments of the ‘off-the-rack’ variety? Do theystill fit you as snugly as they once did? There’s nothing moreembarrassing—or more costly—than finding out you’re still sportinglast-year’s investments.

To remedy that situation, we’d like to introduce you to ourinvestment tailor: KPMG

At your request, your Pratten Properties’ Syndication investment canbe custom-tailored to suit your investment portfolio. The talentedpeople at KPMG will work with you personally to put our uniqueprofit-maximizing and tax-minimizing strategies to work for you.

To ensure that you derive the maximum benefits from your investment,Pratten Properties will retain the services of our financial consultants atKPMG to custom-tailor an investment solution for every one of ourqualified investors for a confidential, one-on-one consultation.

During your private review engagement, your KPMG investmentcounsellor will present you with your best choices of investmentpositions that provide you with options with respect to priority ofreturn, risk, and tax benefits. That means you can choose the balanceof risk and return that best suits you.

WHY INVEST WITHPRATTEN PROPERTIES?Serious investing is best done with serious professionals shielding youfrom personal liability and exposure to taxation. So, with that said, ifyou’re still looking for reasons to syndicate with Pratten, here are fourbig ones:

1. ACCESS TO REAL ESTATE SKILLSReal estate investment is a far more complicated process than mightat first appear: Are you skilled in determining real estate values,negotiating favourable purchase agreements, financing the purchase,negotiating leases and managing the property? If not, then the mostobvious advantage of our syndicates is that the knowledge and skillsof our team of extraordinarily talented real estate professionals—whom you’ll meet, starting on page 24—are available to our syndicatemember-partners.

Our investment leader, Mr. Alan Pratten, has more than 42consecutive years of experience in the business of real estateinvesting through many different market climates, and each of histeam-members are hand-picked specialists in their respective fields.

Together, we know what to do, and even more importantly, we knowwhat not to do with an investment property. Our collectiveexperience has provided us with all the necessary elements to puttogether incomparable real estate investment vehicles—the kind thatwe personally invest in.

2. THE BEST POSSIBLE LEGAL COUNSELAre your current investment assets vulnerable to a legal attack? Whybother making more money if doing so is going to leave you wide opento litigation? We live in an era when no investor can be without theprotection of the best legal counsel, and no matter what your financialsituation, no one can afford to make even the smallest of mistakes.

That’s why we’ve taken steps to ensure that the specialists we select tomake up our legal advisory committee are also extremely talented. Asa result of their hard work and ingenuity, while participating in anyPratten Properties syndication, our syndicate member-partners haveZERO liability for principal debt.

YYOOUU NNEEEEDDTTOO KKNNOOWW

AABBOOUUTTPPRRAATTTTEENN

PPRROOPPEERRTTIIEESS

1100TTHHIINNGGSS

##88.. WWEE LLOOVVEE TTEENNAANNTTSSSome landlords view their relationship with tenants as a game ofwinners and losers. Consequently, many of them farm the wholeproperty management process out to third parties. At PrattenProperties, we believe that the relationship with our occupiers is tooimportant to hand over to someone else.

Currently, the management division of Pratten Properties managessignificant multi-dwelling property locations and commercial buildingslocated all across Vancouver Island. It’s a lot of ground to cover, butwith Customer Service Teams dedicated to each property and our 24/7telephone helpdesk, the Pratten Properties Management Groupencourages a dialogue aimed at providing our occupiers with cost-effective and efficient working and living environments. Ourexperience shows that occupiers who are happy and effective in theirproperty are more likely to stay put, take more space, or recommendus to others—and that’s a good result for everyone.

##77.. WWEE’’RREE VVEERRYY AATTTTRRAACCTTIIVVEEIn the drive to maximize income and value, a property company isonly as good as the occupiers which populate its buildings. PrattenProperties makes itself attractive to occupiers by providing high-quality buildings in prime locations, on terms which suit their needs.In addition, we take an active approach to attracting prime tenantsfor our current properties, and use our waiting lists to identify primetargets for future additions to our real estate portfolio.

##66.. WWEE’’RREE VVEERRYY CCOONNSSIISSTTEENNTTOur approach to keeping our occupier base resilient over time isaccomplished in stages. First, we attract strong businesses and reliableresidents with good financial covenants. Then we provide leaseagreements which give them what they need, but also protect theinvestment’s value. Finally, we keep our occupiers happy with theservice they are getting, and the way in which their property works. It’sa simple approach that works consistently for everyone.

##55.. WWEE WWOORRKK NNIIGGHHTT && DDAAYYProblems don’t stick to working hours, and since we too have afinancial interest in keeping our properties occupied by happy payingtenants, Pratten Properties is there to help occupiers on a 24-hours-a-day, seven days-a-week basis. Our telephone helpdesk is available tohandle calls every week around the clock. Sometimes they are callsfor help (“My roof’s leaking”, “My drain’s blocked”, etc.) and

19

HHEELLLLOO.. MMYY NNAAMMEE IISS ......If this is your very first time meeting us, there are some things you’dprobably like to know about us, like: “Just what makes you guys sospecial, anyway?”—We’re so glad you asked . . .

##1100.. WWEE KKNNOOWW RREEAALL EESSTTAATTEEPratten Properties is at the forefront of providing syndicated incomeproperty to the retail, medical, residential, and business spacemarkets in Western Canada and beyond. It is our specialist localmicro-market knowledge, our strong balance sheet, and the verydiversity and quality of our tenant mix, in combination with ourflexible and service orientated culture, that makes us confident in ourability to continually drive the business forward.

As you’ll find out in the next section of this booklet, every member of ourteam has been chosen for their unique talents, their related experience,and the specialized knowledge and skills they bring to our organization.

Before we invest, our team looks at everything from materials andaccess, to parking and space planning. Once our proprietary Closed-Loop Management™ program is in place, we maintain a closedialogue with occupiers, and because of this, we keep on top of whatresidents and businesses alike are looking for. The results of thesemade-to-measure or designed-to-suit approaches can be seen in theproperties we create and the occupiers we attract and retain.

##99.. WWEE OOWWNN AANNDD//OORR MMAANNAAGGEEMMOORREE TTHHAANN 11118800 LLOOCCAATTIIOONNSSAs specialists in property investment, development, andmanagement, as well as in the syndication of residential andcommercial properties, Pratten Properties owns and/or managesapproximately 1180 units (and growing). The bulk of these holdingsare owned by Pratten Properties with the remainder held jointly, or insyndications with private investors like yourself.

Our portfolio consists of various sizes of apartment buildings, StrataCorporations and commercial buildings, individual condominiums andmulti-million dollar luxury waterfront homes, as well as stock of single-family homes. The number of property locations we manage hasgrown continuously and consistently, providing the stable growth ofPratten Properties and the confidence of its clients in our management.

18

We provide our investors with a complete picture of how theirsyndication investment is performing via comprehensive monthly orquarterly statements, and what we’re doing to further enhance thatperformance, through timely newsletters. As expected, ourmanagement teams are also available to discuss any issues with ourmember-partners and occupiers.

##11.. AALLLL FFOORR OONNEE AANNDD OONNEE FFOORR AALLLLThe most important thing to know about the people who work forPratten Properties is not how many of us there are (just under 20 ofus if you’re wondering), it’s about the way in which we work: Theintegration of the various Pratten Properties divisions with the manyexternal partners that support our operations is crucial to deliveringservice to customers and value to our investors.

Our team-members’ skills and job functions overlap to create anorganization that is highly effective and does not “live in boxes”. Thisculture is essential to maintaining direct contact with our customersand also in successfully managing our external partners.

Our Property Management division is particularly a people businessthat interacts with our customers, the tenants. We view our staff asour essential asset, and are committed to their advancement, givingpriority to a continuous program of specialist training andprofessional development for everyone in our organization.

Whether hiring or outsourcing, we choose to associate only with otherservice-minded professionals. Whether they be internal managers andstaff, external suppliers, or syndication partners, all of our relationshipsare personally selected.

We simply wouldn’t have it any other way.

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sometimes they are calls for advice (“Can I get permission to makesome alterations?” or, “I’m thinking of taking more space”). Whateverthe nature of the enquiry, our helpdesk—and the Customer ServiceTeams dedicated to each property—can either supply the answers orput our occupiers in touch with someone who can help.

##44.. WWEE LLOOVVEE GGOOOODD PPAARRTTNNEERRSSHHIIPPSSIn the most successful partnerships, each side brings something differentto the party. Shared resources, contacts and information provide some ofthe biggest benefits and opportunities for our syndication partners.

As a result of our experience, track record and market position, PrattenProperties has a huge resource of knowledge in the residential andcommercial property sectors. The relationships we have cultivated inthese sectors allow our investors access to this market expertise, andprovide us with opportunities which match expertise with solidfinancial backing. It is this synergy that allows us to produce anddeliver above-average returns for our investor-partners.

##33.. WWEE DDEESSIIGGNN TTOO SSUUIITTPratten Properties recognizes that many businesses are becomingmore and more specialized in their needs. Buildings have to either fitprecisely the purpose for which they will be used, or be highlyadaptable to the needs of the occupants. They have to be able toaccommodate the latest in operational and technologicalrequirements. So, whether it’s a new development or refurbishmentof existing properties, our approach is to either work with end usersto ensure that they get the space they need, or to make sure ourspeculative development has built-in flexibility.

We take into account everything from availability of parking andelevator access, to landscaping and interior design. We maintain aclose dialogue with occupiers, and because of this, we keep on top ofwhat businesses are looking for. The results of these made-to-measure or designed-to-suit approaches can be seen in the propertieswe create and the occupiers we attract.

##22.. WWEE’’RREE TTRRAANNSSPPAARREENNTTA well-explained business plan and accurate data are the lifeblood ofour business, and clear financial information is one of the majorbenchmarks by which the best companies are judged. PrattenProperties is committed to an open approach and to deliveringaccurate and comprehensive information from both the operationaland financial dimensions of our company.

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When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

THETEAM

LEADERS

A TEAM OF EXPERTSReal Estate Syndication is a superior investmentvehicle than can only be made more profitablewith the right team of investment leaders at thehelm. When you participate in a syndicated realestate investment in partnership with PrattenProperties, you can be sure that your investmentis in experienced hands.

Want proof? Read on.

PPaarrttnneerr aanndd DDiirreeccttoorr ooff CCaappiittaall DDeevveellooppmmeenntt

Adam Gant is a licensed realtor, an accomplished entrepreneur, aprivate real estate investor, and a valuation specialist with anuncommon talent for all things financial and mathematical. He is aboard member and part owner of many corporations offeringdiverse products and services. Among these are a real estateinvestment training company, a property management company, afinancing company, a private Investment development company,and a high-tech firm.

Relevant Talents and Character Traits include:• TTaalleenntt hhee’’ss kknnoowwnn ffoorr:: Quantifying the ’up-side’ of the deal.• KKeeyy ssttrreennggtthhss:: Creative problem solving.• AAtt wwoorrkk,, hhee ssmmiilleess:: “When I put together investments

that no one can compete with.”

Career HistoryIn his first year of University, Gant launched his first real estate relatedbusiness: a residential contracting franchise. As a 1st-year “rookie” inthis business, Gant achieved the highest productivity level everrecorded by the 25-year-old organization, and earned his first of twoLeader of the Year awards. In his second year of business—now withstaff totalling 23 men and women—he gained entry into theprestigious President’s Club in recognition for his outstandingachievements in both gross sales and net profits. It was in thisbusiness that he cut his teeth in all areas of sales and marketing,accounting, interviewing and staffing, negotiating, training, andmanagement. Later, being ever mindful of his civic responsibilities,Gant put his business to work in support of various charities includingthe Big Sisters chapter in Vancouver who honoured him with a GoldPatron Award for his company’s contributions to the organization.

In his first year of real estate investing, Gant acquired 1.1 Million inproperties using his own creative negotiating and financingtechniques. (Since then, he has acquired several times that amount.)

As V.P. of Finance for Pratten Properties, he is responsible for assessingand controlling risk for each syndication, as well as the administrationof our rigorous due-diligence processes. In his role as Director ofCapital Development, he employs his own mathematical models todetect the opportunities in the numbers, quantify them, and ensureappropriate action is taken until their hidden profits materialize.

SSeenniioorr PPaarrttnneerr aanndd PPrreessiiddeenntt ooff PPrraatttteenn PPrrooppeerrttiieess

Alan Pratten is an entrepreneur, a licensed realtor, and a seasonedprivate investor. He is also President and CEO of Exit Realty Abacus,a well-established realty agency on Vancouver Island, and AbacusProperties, a leading property management company since 1994. Heis a member of the Victoria Real Estate Board, a Commercial Divisionmember, and a Certified Commercial Investment Member candidate.

Relevant Talents and Character Traits include:• TTaalleenntt hhee’’ss kknnoowwnn ffoorr:: Finding opportunities and enhancing value.• KKeeyy ssttrreennggtthhss:: Leadership with integrity.• AAtt wwoorrkk,, hhee ssmmiilleess:: “When everybody comes out a winner.”

Career HistoryAlan Pratten lends over 40 years experience as an entrepreneur ofreal estate business. His areas of expertise include sales and leasing,construction, property development and re-development, andproperty management. As a successful realtor and owner ofinvestment income property, one of Pratten’s main talents is finding,delivering, and enhancing winning investment opportunities. He hasa proven track record of implementing effective managementstrategies to increase the value of the properties in his company’s care.

Pratten began accumulating his wealth of experience and expertise inall facets of the Real Estate Industry in 1963. He gained his hands-on experience in the planning and construction of residential andcommercial properties as the owner of his own constructioncompany in Bristol, England. In 1978 he moved to Victoria, BC tobegin his various private investment and entrepreneurial pursuits inCanada. In 1994, he opened his property management office, AbacusProperties, and then added his real estate sales office, Exit RealtyAbacus, to his array of services in order to enhance the otheroperations as well as his personal real estate holdings. Currently, hecontinues to invest privately, both on his own and in partnershipwith other private investors in real estate projects all over Canada.

Today, Pratten provides complete residential and commercialaccommodation and property services to a wide range of occupiersacross Canada. His objective is to create long-term and sustainablereturns for his investors through activities which include propertyinvestment, development and total property management.

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ADAM DOUGLAS GANTALAN GEOFFREY PRATTEN

A. GRANT DIXONSSeenniioorr AAsssseessssoorr ffoorr PPrraatttteenn PPrrooppeerrttiieess

Grant Dixon is an expert assessor, developer and a licensed realtorspecializing in commercial and residential land development. Dixon’stalents are expressed in his ability to quickly determine precisely whatcan and should be done with a certain property, assess its viability asany one of a number of possible types of development forms thatcould be considered, and the profit-generation potential for each type.As Senior Assessor, he’s responsible for managing our meticulous due-diligence processes for every property we develop and syndicate.

Relevant Talents and Character Traits include:• TTaalleenntt hhee’’ss kknnoowwnn ffoorr:: Finding the opportunity

in the opportunity.• KKeeyy ssttrreennggtthhss:: Persistent. Detailed. Resourceful.• AAtt wwoorrkk,, hhee ssmmiilleess:: “When I see what no one else saw.”

Career HistoryFor more than 10 years, Grant Dixon has demonstrated a talent forproducing consistent property development success. As a Developer,he can take the right property and bring it to the desired end result—be that children playing in their backyard, a commercial franchiseoperation on the main strip in town, or a medical office in the suburbs.Creating something from nothing is one of Dixon’s best talents.

Over the span of his career, Dixon has built much more than justresidential and commercial subdivisions in Eastern and WesternCanada, he’s also built valuable business relationships throughout thedevelopment industry—all of them built on trust, reliability, andmutual respect. In a business as competitive as real estatedevelopment, having a skillful liaison like Grant Dixon on your team isan enormous advantage.

Feasibility and viability are everything. It takes a keen eye to see theopportunity in seemingly unrelated events. For instance, knowingthat a certain municipality is upgrading or expanding the sewerservice in a certain area means that occupancy allowances will likelyincrease in the area, and with that comes the opportunities for newdevelopments to be created in the surrounding area. Recognizinghow, when, and where to capitalize on events such as these, results insignificantly more opportunities in areas where no one else is looking.Dixon’s talent for recognizing and acting upon these subtle signalsmeans we get there first.

2726

Emanuel Arruda is a communications specialist with a talent forproducing communications tools that contain both sizzle and steak.He brings 10 years of experience as president of his own advertisingand marketing firm to Pratten Properties. He is an accomplishedentrepreneur, marketing expert, graphic designer, copy writer, and realestate investor.

Relevant Talents and Character Traits include:• TTaalleenntt hhee’’ss kknnoowwnn ffoorr:: Big picture thinking and small detail doing.• KKeeyy ssttrreennggtthhss:: Innovation and communication.• AAtt wwoorrkk,, hhee ssmmiilleess:: “At every opportunity!”

Career History Upon completing his undergraduate studies at the University ofToronto in 1991, Emanuel Arruda opened his own design and marketingfirm in the heart of the city. As President of Absolute Advertising inToronto, Arruda provided marketing and communication tools to clientsin Canada, the U.S., and as far away as Iceland, Italy, and Japan.

In 1999, he sold his firm, and for a brief time, provided consulting servicesto a competitor. Within six weeks, he streamlined their production andreduced re-work by 87%. Having discovered his talent for consulting,Arruda was quickly snapped up by one of the world’s oldest and largestmanagement consulting firms, and remained there for nearly four years.

During his tenure with the firm, Arruda’s talent for one-on-onecommunications, and rapport building came to the fore. Garneringliterally hundreds of major business clients in that short time, Arruda’stalent was to quickly get to the nitty-gritty of the problems andimpediments to growth facing these small to medium-sized businesses,and assign specialists to implement custom solutions for them. Hequickly became the top associate in his territory, which spanned fromToronto to Windsor, and as far north as the French River.

Capitalizing on his profits from the sale of his business, and the travelafforded him by his consulting work, Arruda began investing privatelyin real estate in 1995 and continues to do so to this day. As an investorin real estate himself, Arruda appreciates the unique nature of propertymanagement and marketing, and uses his skills to develop and maintainvital systems for communications within our organization, and without.

EMANUEL FURTADO ARRUDAPPaarrttnneerr aanndd DDiirreeccttoorr ooff CCoommmmuunniiccaattiioonnss

PPrrooppeerrttyy MMaannaaggeerr ffoorr PPrraatttteenn PPrrooppeerrttiieess

Ruby Nishi is an experienced property manager, administrator, andrealtor with a talent for maintaining effective relationships with themyriad of people occupying the properties in her care. Ms. Nishicurrently holds an unrestricted real estate license which she receivedin 1979. In addition, she has earned a diploma in Marketing andBusiness Administration, and has a background in real estate officemanagement, conveyance and administration.

Relevant Talents and Character Traits include:• TTaalleenntt sshhee’’ss kknnoowwnn ffoorr:: Doing just what she says she’s going to do.• KKeeyy ssttrreennggtthhss:: Attentive. Organized. Dependable.• AAtt wwoorrkk,, sshhee ssmmiilleess:: “When tenants call just to thank me!”

Career History Now totalling 25 years in the real estate industry Ruby Nishi bringswith her a wealth of knowledge and experience in residential andcommercial sales, as well as property management. For the past eightyears, she has worked in strata property management, managingnumerous buildings in both residential and commercial strata units.

Nishi is a talented administrator, coordinator, and communicator.She is responsible for her crew’s coordination and completion of thecountless property management needs for a wide variety ofproperties including individual condos, townhouses and houses, aswell as duplexes, multi-unit apartment blocks and large stratacorporations. (That means Nishi is on call 24-hours a day, every day.)

So, how does she manage to keep everybody so happy? If you cansense the difference between a Complaints Department and aCustomer Help Desk, then you have some idea of the value Nishi addsto the property management division of our organization. One of theways she proactively minimizes her workload, is by making it herbusiness to personally interview every perspective applicant as they doan on-site inspection of the property. By carefully matching the righttenant with the right property beforehand, she increases the likelihoodthat our occupants stay put longer. Nishi knows that tenants willcontinue to occupy our properties just as long as their needs are beingmet consistently and swiftly—so she makes that happen everyday.That’s not just a skill—it’s a bona-fide talent.

IInnvveessttmmeenntt SSccoouutt ffoorr PPrraatttteenn PPrrooppeerrttiieess

Mark Wanstall is an accomplished real estate investor, propertymanager, project manager, and builder with a talent for generating‘impossible’ results through his tireless persistence. His adventurousspirit, extensive network of contacts, and astonishing versatility aidhim in finding winning projects for our portfolio. Wanstall holds aBachelor of Science Degree in Geography and is the Director andmajority shareholder of an established real estate holding company.

Relevant Talents and Character Traits include:• TTaalleenntt hhee’’ss kknnoowwnn ffoorr:: Seeing projects through to fruition.• KKeeyy ssttrreennggtthhss:: Versatility. Reliability. Persistence.• AAtt wwoorrkk,, hhee ssmmiilleess:: “Upon finding an opportunity and seizing it!”

Career HistorySince beginning his career in investment real estate in 1999, Wanstallhas accumulated nearly $2.3 million in investment real estate. He’s aremarkably versatile real estate investor with a talent for creativethinking and deal-making.

Finding and ‘fixing’ properties with latent potential is Wanstall’sspecialty and, as a rule, he employs a strict “buy and hold” investmentphilosophy. Wanstall believes that consistent financial performanceover the life of a property comes from ensuring its current and futureappeal. He also believes that this appeal translates directly to therents he can demand as well as the appreciating value of the propertyitself. To that end, Wanstall applies his comprehensive maintenanceand enhancement programs to all his investment properties. With 12properties currently in his portfolio, his results are unmistakable. Eachproduces the positive cash flows for himself and his partners—just asthey were intended to do. That’s a track record that speaks for itself.

Guiding people to opportunities is nothing new to Wanstall. Prior toentering the field of private real estate investing, he rubbed elbowswith a myriad of high profile celebrities, business moguls, and privatecitizens while working as an adventure guide at various exclusiveresorts. Keeping his clients safe and happy is just a matter of coursefor this highly trained sherpa, and it’s exactly this kind of experiencethat makes Wanstall such an important member of our team. He’san experienced world traveller, entrepreneur, and investor who isalways at the ready to travel any distance necessary to explore newopportunities for our investment portfolio.

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RUBY NISHIMARK ORLAND WANSTALL

DEBBIE JEAN GAIT BBooookkkkeeeeppeerr aanndd CCoonnvveeyyaanncceerr ffoorr PPrraatttteenn PPrrooppeerrttiieess

For 13 years, Debbie Gait has put her talent for precision, accuracy,and reliability to work in well-respected realty agencies, charities, andlaw firms in both Alberta and British Columbia. As Conveyancer,Debbie Gait is the link between the lawyers and the realtors, and thebuyers and the sellers. It is because of her diligence and vigilancethat all our transactions precede so smoothly.

Relevant Talents and Character Traits include:• TTaalleenntt sshhee’’ss kknnoowwnn ffoorr:: Getting it right the first time.• KKeeyy ssttrreennggtthhss:: Precision. Accuracy. Reliability.• AAtt wwoorrkk,, sshhee ssmmiilleess:: “Smile? When don’t I smile!”

Career History Gait first joined Alan Pratten’s team of specialists as the controllerfor the company in 1995. Prior to that, she worked independentlyfor her own roster of clients and adapted her talents for precision,accuracy, and timeliness according to the needs of her clients. Thisincluded acting as conveyancer and bookkeeper for a prominentnotary public; and bookkeeper for the Canadian Iron and SteelIndustrial Workers Union Local #1 in Victoria, BC. Between 1996and 2000, Gait worked for two well-respected law firms—furtherenhancing her degree of expertise in the areas of bookkeeping andconveyancing in both real estate and law services fields. InEdmonton, she was a legal assistant and commissioner of oath forthe Province of Alberta, and she supplied the backbone for theday-to-day operation of the business.

As the conveyancer and bookkeeper for Pratten Properties, Gaitkeeps track of the multitude of details that come part and parcel withhandling rents paid by hundreds of occupants; posting expenses; andpreparing disbursements from the trust accounts of the owners ofthe 1100-plus units that are currently owned and/or managed by thecompany. For the property management portfolio, she also managespayables and receivables, and as conveyancer, she prepares andmonitors all real estate listings and deal files, ensures all contracts areaccurate and complete, and that all information is forwarded to therelevant parties in a timely manner.

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MMaannaaggeemmeenntt AAddmmiinniissttrraattoorr ffoorr PPrraatttteenn PPrrooppeerrttiieess

Jennifer Cousins received her diploma for Business Administrationfrom Camosun College where she immersed herself in Finance,Statistics, Financial Accounting, Cost Accounting, Communications,General Management, Marketing, Retail Merchandising,Organizational Behaviour, Human Resources, Business Law, Moneyand Banking, International Business & Trade, and the ever-popularMacro and Micro-Economics. The knowledge and experience she hasamassed, coupled with her innate talent for diligent tracking andmanagement of our business affairs, ensures the enduring consistencyand reliability of all our internal and external fiscal reporting.

Relevant Talents and Character Traits include:• TTaalleenntt sshhee’’ss kknnoowwnn ffoorr:: Disciplined, focused thinking.• KKeeyy ssttrreennggtthhss:: Meticulous and accurate results.• AAtt wwoorrkk,, sshhee ssmmiilleess:: “When the books balance perfectly!”

Career HistoryJennifer Cousins has garnered extensive management experience in thearenas of accounting for the property management and constructionindustries. From 1992 to 1999, she got her introduction to the basicsof bookkeeping and accounting while under the employ of a medium-sized building and construction supply depot in Port Alice, BC.. As itwas the family business, keeping track of every transaction efficientlyand accurately developed into both a personal and professional habit.

Since that time, she has reached even greater levels of proficiency whileworking independently for a number of businesses in the real estatedevelopment sector, providing services in the areas of overall officemanagement, budgeting, bookkeeping, and development of integralrecord-keeping procedures and control systems.

In 2000, Cousins joined Alan Pratten’s organization, and she nowmanages and administrates his group of companies exclusively. Theseinclude Exit Realty Abacus, Abacus Properties and various relatedbusinesses and investments. Her responsibilities include: officeadministration, budgeting, preparation of corporate financial statements,as well as supervising the preparation of financial statements for theproperty management portfolio. In addition, she also manages corporatepayables, receivables, and monthly bank reconciliations for the corporateand real estate trust accounts, and prepares for the annual audit.

JENNIFER ELIZABETH COUSINS

THEGAMEPLAN

How We Run Our Syndications

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• FFooccuussiinngg on prime assets in the residential and commercial sectors;• CCrreeaattiinngg exceptional long-term investments with strong

covenants, long lease terms, and growth potential;• EEnnhhaanncciinngg property returns through active management and

development; and• MMaaxxiimmiizziinngg equity returns through optimal financing and private

syndications.

By exploiting the strong local market knowledge of our experiencedteam, and through our strategic alliances and partnerships withvarious professionals and private individuals, Pratten Properties is ableto acquire, maintain, and dispose of strategic assets optimally. Thispractice enables us to maintain a consistently profitable portfolio,which is carefully balanced by sector and by geography.

OUR INVESTMENT STRATEGYOur long-term policy is to seek high yielding properties andspreading risk by balancing the portfolio using class and geographicallocation. Our investment approach is to concentrate on thefundamentals of individual assets.

A key criterion is a property’s enduring attraction to occupiers,because of its business suitability, location and efficiency. Asspecialists in their respective industries, Pratten Properties’ team ofprofessionals has the ability to understand the needs, expectations,and technical requirements of our clients and tenants. Our propertymanagement division is carefully guided to carry out the specificimprovements we know are necessary to keep our occupants happy,and that will ensure that we reach our financial objectives.

Leverage is something that gives real estate its advantage over otherforms of investments, but can also create some risk. With prudentuse of leverage, we maximize gains for our investors while insuringagainst potential capital loss. In accordance with our internalinvestment policies, our standard ratio of debt to equity on anyPratten Properties syndication qualifies us for the lowest rate ofinterest on our mortgages—this is because we work within ourinstitutional lenders most stringent parameters. As a result of thelower interest rate attained, we receive the highest spread on theyield from the property and are able to provide our member-partners the best cash dividends possible.

In line with our acquisition policy, we always aim to keep ourportfolio of property balanced across the sectors stated below. Thisflexible operating strategy underpins our ability to beat the trendsand sustain year on year growth in the long-term, thus enhancing ourmarket position.

TTHHEE GGAAMMEEPPLLAANNOUR OBJECTIVEOur primary objective is to create long-term and sustainable returnsfor our investment partners and our company through our propertyinvestment, development and total property management activities.Through our proven system of total property management (i.e. thePratten Closed-Loop Management™ program), both the cash flow andthe assessed values of these properties will be improved and maximized.

The aim of our investment strategy is to generate and continuallyincrease the net income from the properties for distribution to themember-partners. This net income will be distributed back to ourinvestors via monthly payments and periodic disbursements fromrefinancing on an ongoing basis.

OUR CORPORATE STRATEGYPratten Properties pursues a twofold strategy in the sphere of realestate syndication: Our first priority is to manage our current propertyportfolio in an optimal manner. Secondly, we concentrate onoptimizing our investment portfolio by undertaking selective propertyacquisitions and disposals, and by developing new opportunities(including construction of new buildings as well as the renovation ofolder sites) for our private syndication program.

OUR ACQUISITION STRATEGYOur acquisition and value-adding strategy has developed over thelast 40 years: We target high yielding investment opportunities in arange of residential, industrial, and commercial sectors in keygeographical areas. Once acquired, new financial targets are set, theexisting property management personnel are augmented or replaced,and then actively managed by Pratten Properties’ highly experiencedcrews using our own proprietary management system to furtherensure meeting our stringent financial targets.

Our opportunistic but risk-averse strategy seeks to achieve long-termgrowth in investment value by:

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INTERNAL CONTROL SYSTEMSIn anticipation of these circumstances, Pratten Properties hasundertaken a comprehensive risk assessment, which has identifiedthe individual risks that affect the syndicate. We have ongoingprocesses and procedures for identifying, evaluating and managingthe significant risks faced by the investments, and we regularlyreview and update these processes.

WWee aappppllyy ttwwoo ffuunnddaammeennttaall ccoonnttrrooll pprriinncciipplleess::

• A defined schedule of matters reserved for decision; and• A detailed authorization process that ensures that no

commitments are entered into without competent and properauthorization by more than one approved executive

Our team continuously reviews the effectiveness of our system ofinternal control. The responsibility for management of each key risk hasbeen clearly identified and delegated to specific members of the team.

In order to provide relevant and timely information to the executiveswith responsibility for managing risks, the Team has the followingkey information systems which generate reports as follows:

• A management reporting system which includes regular workingcapital reports and forecasts;

• Operational reporting on property purchases, sales and portfoliomanagement; and

• And regular reporting to the executives on financial and treasurymatters.

The team considers the risk implications of business decisions as wellas the way each risk is managed. We re-assess these risks on aregular basis to ensure that any risks arising from changes in ouroperations or the external environment are identified andappropriately managed. The detailed individual risks have beencategorized into the following areas:

• Property investment and management;• Property development;• Taxation;• Management; and• Financing.

The nature of the specific risk areas and related controls are as follows:

USE OF PROCEEDSRegardless of the specific business line, Pratten Properties acquiresand develops properties primarily to actively manage and operatethem as income producing, ongoing businesses. Concurrently, we areregularly exploring new opportunities for income growth from newacquisitions or development, as well as from providing income-producing leasing or tenant services.

With a very diverse profile, Pratten Properties offers investors manyalternatives across a broad range of real estate sub-sectors, including:

• Apartment communities;• Senior’s Housing;• Shopping centres and malls;• Industrial parks and warehouses;• Lodging facilities, including hotels, motels and resorts; • Medical Centres; and• Renewable Energy Power Production Centres (water or wind power).

RISKS AND OUR CONTROLSPratten Properties syndications generate profits for our investorsthrough long-term investment decisions that will positively affectboth income and capital appreciation. These decisions includeexploiting opportunities arising out of natural market volatility withrespect to supply and demand imbalance in the following core areas:

• Demand for space from occupiers vs. available and upcoming supply;• Differential pricing for premium locations and buildings;• Alternative use for buildings (particularly redevelopment);• Demand for returns from investors in property, compared to other

asset classes;• Price differentials for capital to finance the business;• Legislative incentives, including planning consents and taxation; and• Economic cycles, including their impact on tenant covenant quality,

interest rates and inflation.

These opportunities can also represent risks: Demand for propertyand the ability of tenants to pay rent can be influenced by generaleconomic conditions at both a macro and local level. Excessive levelsof property supply can also lead to falling rents. Rising interest ratesmay affect the security of the tenant base, lower developmentmargins significantly and reduce investment appetite. Propertyvalues are also affected by changes in planning, taxes, technology,and lease structures. Interest rates, bond yields and the relativeattractions of other asset classes also impact property values.

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Management Risk Controls

Principal RisksThe team is reliant on its small, high calibre team of executives.

Our Principal ControlsThese include the assurance that knowledge of all processes andprojects is shared by at least two employees; that the team recruitsand develops high calibre employees; and considers succession-planning issues.

Financing Risk ControlsFinancing risk is spread by using a range of banks and a variety oftypes of finance. The maturity profile of debt is managed by spreadingthe repayment dates and extending and expanding bank facilities.

Property Investment and Management Risk Controls

Principal RisksProperty values may decline and returns not be optimized;uneconomic investments may be made or under-performingproperties retained; significant tenant defaults may reduce incomeand property values; and property insurance may be inadequate.

Our Principal ControlsThese include regular reviews of current and future marketsentiment; reviews of each individual property at least two times ayear including internal and external assessments; considering currentand future values and yield prospects as the basis of sell or holddecisions; benchmarking portfolio performance against peer groupsusing CMHC statistics; consideration of tenant mix covenantstrength across the portfolio; and reviewing insurance cover.

Property Development Risk Controls

Principal RisksLeasing risk for speculative developments; construction cost and timeoverruns; and adverse changes in planning which may cause delayand affect profitability.

Our Principal ControlsThese include limiting the amount of speculative development;assessing leasing potential and prospective profitability ofdevelopments prior to commencement of construction; on-goingassessment of development expenditure by quantity surveyors withregular comparisons of costs against budget; and ensuring executivesare kept up to date with planning policies.

Taxation Risk Controls

Principal risksThe investment is exposed to financial risks from increases in taxrates and changes to the basis of taxation including corporate tax,GST and PST.

Principal controlsThese include regular monitoring of legislative proposals andparticipation in discussions with Government directly and through tradebodies to understand and, if possible, mitigate the impact of changes.

When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

PRATTEN’SINVESTMENTGUARANTEE

How We Earn Our Share

BUCKING THE TRENDRather than taking value before adding any, Pratten Propertiesearns its ownership stake only after increasing the value of theproperty and your investment. We earn just 20% of theincrease we create in the income and value of the property(relative to the income, and equity levels established at the timeof purchase). And, since our compensation is dependant uponour own performance, you can be certain that we choose eachinvestment property very carefully, and that the investmentand your returns have our focused attention at all times.

YOUR R.O.I.How does this affect your return on investment? Dependingon the investment, our way of doing things can translate to asavings (and therefore, additional profits for distribution) of 15to 20% of the initial monthly profit payouts, as well as anadditional 15 to 20% of the increase in equity compoundedannually from the first day the investment is purchased—soyour investment grows bigger, faster.

So, what’s to keep us from inflating the value of the property orits income? The check and balance that prevents this fromhappening is built into our unique investment philosophy, andit simultaneously creates liquidity for your investment too.

YOUR LIQUIDITYWe understand that unforeseen personal situations cansometimes force one or more of our investors to liquidate theirshares sooner than they had originally planned. To provideassistance in such instances, Pratten Properties maintains awaiting list of member-partners and prospective members. So,if you need to sell some or all of your units, we can help you inthe same way a Realtor would help you sell your home.

To ensure that you are receiving the most honest and accuratevalue for your units, we use a third-party appraisal to determinefair market value, and are audited yearly by KPMG — Canada’slargest and most respected professional services firm. Thesemechanisms keeps the syndicate honest, and your investmentsecure, accurately priced, and remarkably liquid—you won’t findthat anywhere else.

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PRATTEN’SINVESTMENTGUARANTEEYou’ve probably heard of ‘one-off’ syndicates that demand an automatic15 to 25% ownership stake in the property (on top of their acquisition andmanagement fees) as one of the up-front perks for the General Partner.Pratten Properties syndications are structured very differently than that.

Typically, syndicators will do things like pad the purchase price and/or take asubstantial ownership bite out of the property as compensation for puttingtogether the investment. They do this to secure their ‘up-side’ on the frontend of the deal and to eliminate their risk almost completely. If you callthem on it, they’ll tell you that this is simply the “cost of doing business”with them. As we see it, these are the tell-tale signs of inexperienced orshort-sighted General Partners with a poorly designed syndication plan.

There are a number of reasons we feel this way—the two most importantbeing that this dilutes the investors’ unit value, and also results in the lack ofbuilt-in motivation for the General Partner to continuously improve theinvestment. To begin with, since the investor’s slice of the pie is now 15 to25% smaller, so are the monthly profit payouts. Which means, all of theparticipating investors experience an immediate dilution of their unit value, andthis in turn reduces their overall return on investment. Even worse, the rate atwhich the value of their investment appreciates is also stunted by the same15 to 25%. (In contrast, Pratten Properties syndications are specially selectedand structured to double in value every 3-4 years.)

The real danger for investors involved in this sort of syndication, however, isthat there is no built-in motivation for the General Partner to aggressivelymanage and continuously enhance the property after the deal is done. So,rather than continuously working to increase the value of their investmentbeyond the expected appreciation of real estate values, and aggressivelymaximizing the investment returns for the investors, the General Partnerremains content with the status quo. So, from day one, the investment ishobbled and the syndicator’s relationship with the investors is irreversiblysoured—and that’s why they’re called one-offs: nobody would be foolishenough to invest with them more than once.

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OURCREDO

Our Core Values and Beliefs

WWEE BBEELLIIEEVVEE that our word is our bond; it can be trusted. Anyperson who does not keep their word, even though they have given itonly by telephone; one who seeks to evade a contract because ofsome technicality; or who willfully misrepresents or outright lies, isreprobate and should be shunned. Such persons will not be tolerated,and once found out, we will have nothing more to do with them.

WWEE BBEELLIIEEVVEE that it is our ethical obligation as well as our lawfulduty to protect our interests and the investments we administer. Wewill prosecute to the fullest extent of the law any who’s willful lies,misrepresentations, acts of omission, or misconduct cause harm toour member-partners, our company and its associates, or theinvestments in our care. We will vigorously defend our concerns onbehalf of all those who depend on us, and when doing so, we willretain the best-qualified professional counsel and legal representationrequired to guarantee a just result.

INVESTMENTS & SERVICES

WWEE BBEELLIIEEVVEE that investments in real estate are the surest means ofcreating lasting wealth, and that the safest and most direct route ofachieving this goal is through syndicated investments in professionallymanaged, high-return real estate.

WWEE BBEELLIIEEVVEE that through our syndicated investments we enable ourmember-partners to secure enduring inter-generational wealth. Weaim to provide our member-partners with an organized system formanaging their wealth across generations—a framework that willcontinuously protect and maximize their capital through eachsucceeding generation of their family.

WWEE BBEELLIIEEVVEE that for our member-partners to reach their highestgoals, we must offer them the advice and services of in-house andthird-party consultants of the highest calibre. Respected professionalsequipped with special knowledge and experience, who will provideour member-partners with specific solutions to their individual needsquickly, objectively, and with complete integrity.

WWEE BBEELLIIEEVVEE that with each investment we initiate and each newmember-partner we befriend, we add strength to the fabric of ourfree society. Through such proliferation of enduring familial wealth,society as a whole may be improved as future generations of ourfamilies are provided the freedom to devote their time to vocations orpursuits that they enjoy, provide personal fulfilment, and throughwhich they may contribute to the betterment of humanity.

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OURCREDOA concise statement of our core values and beliefs.

PERFORMANCE & LEADERSHIP

WWEE BBEELLIIEEVVEE in the primacy of the ‘Golden Rule’ and will adhere toit in all our pursuits. In all our activities we will espouse this tenet:We will do for others, as we would have them do for us.

WWEE BBEELLIIEEVVEE that in all things we should be the leaders. We shouldset the standard against which all others are measured, continuallyevolving and seeking to surpass our latest levels of accomplishment.To lead effectively we must be bold, proud, and above all, free from thefear of making an honest mistake. When mistakes are made we willacknowledge them openly, correct them immediately, and look uponeach as an opportunity to gain valuable lessons from the experience.

WWEE BBEELLIIEEVVEE that as leaders we must be right-thinking women andmen of inviolable integrity and sound precepts. It is for every one of usto make absolutely sure that whatever we do, that our words and deedsare rooted in the foremost precepts of ethics—even when we are ouronly witness. Let us always go by our word: Let our yes be yes, let ourno be no, and let us make no offer nor promise that lays outside ourdomain, or which we know we cannot fulfil.

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WWEE BBEELLIIEEVVEE that investing together with a harmonious group ofexperts and friends, makes our investments all the more stable,secure, and—just as importantly—enjoyable. As long as we remain aprivate institution, we shall reserve the right to select, accept andretain only like-minded, like-tempered, and well-reputed individualsinto our group, whose characters and ideals harmonize with our own.We will do this with the aim of constantly cultivating a harmoniousenvironment in which to achieve, while avoiding distractions orinterruptions to our ongoing business operations. When making ourselections we shall not discriminate against any person because ofage, race, gender, disability, religious or spiritual beliefs, familialstatus, or national origin.

WWEE BBEELLIIEEVVEE our membership is comprised of extra-ordinaryindividuals who are deserving of respect. We respect them foremostfor the effort, care, and constraint it took to produce, accumulate, andsave their investment capital. Having their capital entrusted to ourcare, we will manage it with exceptional ability on their behalf. If theday ever comes that we cannot find a profitable place to invest theirfree capital, we shall pay those member-partners out and let them deploytheir funds as best they can. When the time once again comes thatsuitable opportunities present themselves, they shall have the firstoption to invest, ahead of all others.

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WWEE BBEELLIIEEVVEE that every investment project we initiate must succeed.Accordingly, we will not engage in any activities that lie outside theprofessional competence of the acquisition and management teamswe assemble, nor will we begin acquisition procedures until we arefully confident in our abilities to negotiate, acquire, and continuouslymanage the property profitably.

WWEE BBEELLIIEEVVEE that in the sphere of professional investing there is noplace for speculation. Ever mindful of our fiduciary duty to our lendersand to our many member-partners who have committed significantlylarge portions of their net worth to our care, we shall never risk losingeither their invested capital, or their confidence in us.

WWEE BBEELLIIEEVVEE that a fair compensation structure is one that is linkedto the results achieved. To mark our continued commitment toextraordinary leadership, wherever possible, we will utilize fairmonetary incentives—along with an appropriate system of checksand balances—to ensure that we remain committed to succeeding tothe maximum degree. We will measure the level of our remunerationagainst: the value of the labour we invest in the project prior toacquisition; the increase in profit and value we create (relative to thevalues established at the time of acquisition); the level of risk weendure or alleviate from our member-partners by our activeparticipation, management and administration of the investment; aswell as the expertise we supply throughout.

MEMBER-PARTNERSHIP& FRIENDSHIP

WWEE BBEELLIIEEVVEE that member-partnership and friendship with ourinvestors brings incalculable rewards to all our investments. By invitingnew friends to become our member-partners, and in turn partneringwith them by re-investing our earned capital alongside theirs, ourinterests are always in alignment. United by this philosophy of positiveinter-dependence, we may reach towards ever greater goals, confidentthat we share all the same concerns, interests and aspirations.

WWEE BBEELLIIEEVVEE that by continually sharing a greater portion of profitwith our member-partners; maximizing and protecting their investedcapital; and by making available to them the resources of the finestexperts in any field we require, we will continue to attract andbefriend the finest group of like-minded individuals to partner withus, so that together we may accomplish greater goals and reapgreater rewards than any of us could individually.

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When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

OURCOMMITMENT

Fulfilling Our Mission Through EthicalStandards and Practices.

CONSCIENTIOUS INVESTING

WWEE BBEELLIIEEVVEE that an honest profit should rest as comfortably onthe conscience as it does on the pocketbook. Remembering alwaysthat our standards and desires are those of leaders, we are committedto positively affect the communities in which we operate, and theenvironment in which we all co-exist.

WWEE BBEELLIIEEVVEE that having safe and pleasant places to live, work,shop, and relax are a form of wealth that no human being should bedenied. It is the very foundation of a vibrant, healthy society, andnothing could be more worthy of our attention. Therefore we willcontinually strive to make the properties under our care, rate best intheir class. It is our aim to create long-term, compoundingenhancements on the properties we develop and transform, in thelives and businesses of our clients who occupy our properties, in thesurrounding communities, and on the environment in which thesecommunities co-exist.

WWEE BBEELLIIEEVVEE that there is a task that no conscientious investor mayshirk: We must endeavour gradually to bring about such areconstruction of society that poverty and its attendant evils shallcease to exist. We must do our part to ensure that future generationsof humanity inherit from us a world that is cleaner, safer, and happierthe one we know now. To this end, we are committed to set aside afixed portion of our profits as an investment in the future of humancivilization by providing continuing financial support to selecthumanitarian organizations whose core values reflect those in ourcredo, who’s financial administrative practices are sound, and whosemission is to positively and sustainably affect societies around theworld. We will invite our member-partners to do the same.

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OURCOMMITMENTA brief statement of our standards and practices.

KNOWLEDGE & COMMUNICATION

WWEE BBEELLIIEEVVEE that as leaders in the investment community we mustcontinue to operate our business affairs with transparency, and in thelight of accurate knowledge. We will keep our member-partnersinformed of material facts and events that directly affect theirinvestment. We will do so in a manner that is clear, fair, truthful,timely, and complete. Additionally, in the spirit of equity towards all,we will publish our latest opportunities and announcements to relevantparties simultaneously, by whatever reasonable means available.

WWEE BBEELLIIEEVVEE that along with a foundation of unshakable trust andaccurate data, strong member-partnerships require ongoing up-to-date information. To aid both new and alumni member-partners alike,we will continually create, provide, and recommend materials,systems, or services, that will further aid our friends to understandand differentiate the investment opportunities we offer them.

WWEE BBEELLIIEEVVEE that informed member-partners can be relied upon tomake their investment decisions quickly and independently whenthey are presented with all the necessary facts. To that end, we willpresent all our investment opportunities factually, plainly and free ofconjecture, opinion, and rhetoric. In this light, each of our member-partners can then easily weigh for themselves the merits of eachinvestment we initiate. When the time comes for their decision, theirconfidence will rest comfortably on their own firm understanding ofthe investment opportunity at hand, rather than having to rely onemotional appeals or second-party speculation.

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When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

FREQUENTLYASKED

QUESTIONS

upside before, think of it as diamonds lying buried and hidden underlayers of grime and stone—our crew mines, cuts and polishes themto realize the full potential of their value.

WWhhyy ddoo yyoouu sseett mmaaxxiimmuummss ffoorr yyoouurr iinnvveessttmmeennttss??

The reasons are twofold: Before anything else, we want to encourageeven our most ardent investors to always use prudent money-management techniques and diversify their holdings.

Secondly, it is important to keep in mind that we set out to makenew friends not new friend. If we allowed one or two deep-pocketedinvestors to acquire all the units in our syndications, it would take usmuch longer to cultivate the number of member-partners we need toachieve our goals.

CCaann II iinnvveesstt ddiirreeccttllyy ffrroomm mmyy RRRRSSPP??

No. However, even though you may not invest from your RRSPdirectly, some Pratten Properties member-partners have used theservices of bond underwriters to access their RRSP money withoutpaying the withdrawl tax.

HHooww iitt wwoorrkkss::A bond underwriter will issue you an RRSP-eligible bond, and thenprovides you with a loan (outside your RRSP, and at a reasonablerate) that is secured against the bond—all without having to paywithdrawal tax. Their bond earns you a slightly lower rate of returnthan the loan they provide, but you can use this freed up cash toinvest in any of our syndications and leverage your invested fundsover and above the interest rate paid on the loan. As a nice bonus,since the interest paid on the loan is tax-deductible, it providesanother opportunity to significantly enhance your overall after-taxreturn on investment.

Working with a bond underwriter allows member-partners to:

• convert their under-performing RRSP funds to Limited Partnershipunits in any Pratten Properties syndication in as little as 7 days;

• eliminate the 10% RRSP withdrawal tax and avoid paying incometax on the withdrawn funds;

• enjoy a 4% tax credit that they can apply to other personal incomeevery year;

• realize a tax-efficient return on their newly liberated capital.

If you wish to wish to use your RRSP contributions to enlarge yourownership position, you are invited to contact us any time.

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FREQUENTLYASKEDQUESTIONSDDoo yyoouu eevveerr rreeqquuiirree aa mmiinniimmuumm iinnvveessttmmeenntt??

No. We have never set minimum investment requirements for any ofour syndications, nor do we intend to do so in the foreseeable future.Pratten Properties was founded on the belief that our relationshipwith our member-partners is much more important than any principalamount they choose to invest with us in any one project.

HHooww ccaann yyoouu aaffffoorrdd ttoo ccoonnssiisstteennttllyy ooffffeerr ssuucchh hhiigghh rreettuurrnnss??

We have constructed our organization from the ground up to do thefollowing things better than anyone else: To find, qualify, acquire, andmanage the most profitable real estate properties and syndicationsanywhere.

In combining the unique skills and experiences of our team leadersand staff, we have spared no expense to build (from scratch wherenecessary) whatever software, hardware, knowledge-base, and humanresource infrastructure requirement needed to capture the best of ourexperience and skills, and breathe them systematically into ourbusiness. With this ‘backbone’ supporting our efforts, we are able toaccomplish greater results faster than any other investment group.

But perhaps the simplest reason is that, unlike most syndicators whospecialize in acquiring “shelf properties” that can be managed “rightout of the box,” we at Pratten Properties are devoted to rolling upour sleeves and getting our hands dirty rejuvenating tired propertiesthat have unrealized potential—also known as ‘upside’. (See:Pratten’s Investment Guarantee). If you’ve never heard the term

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(Note: Currently, the average decision time for members toparticipate in a newly offered syndication group is less than 5 daysfrom the time they first receive their Executive Summary to the timewe receive their Notice of Interest. This time is likely to drop as itbecomes more difficult to find good deals and as we have moredistributable cash from refinancings that we must re-invest for ourcurrent member-partners.)

HHooww llaarrggee iiss yyoouurr tteerrrriittoorryy??

For the time being (or until a particularly good opportunity presentsitself) we prefer to focus on real estate within Canada. We believe thatCanada’s strong economy, stable political system, and its abundance ofnatural resources, make it the best place in the world to invest in realestate. In addition, by investing in our own country, we eliminate anyrisk that could result from exposure to currency fluctuations.

WWhhaatt aarree yyoouurr ccrriitteerriiaa ffoorr cchhoooossiinngg wwhhiicchh pprrooppeerrttiieess ttoo ssyynnddiiccaattee??

Every prospective syndication projects must share all of these traitsin common: • The property must pass our rigorous due-diligence process that not

only discloses all manner or potential risks, but also determines themaximum price we can offer and still achieve the 15%-25% ROI ourmember-partners have come to expect.

• There must be no risk of loss of our member-partners’ capital.• The property must provide our member-partners a tax-efficient

investment. In particular, we aim to achieve regular income that ispartially or completely sheltered from taxation, provides tax-efficient disbursements during refinance periods, as well aspreferential tax treatment on investment income and unit valueincrease.

• Prior to making an offer to purchase, the property must alreadyshow a positive cashflow that achieves a net income yield that is aminimum of 3% greater than the monthly payments for the firstmortgage.

• The property must demonstrate the potential for increase in valueby at least 10% annually. This increase potential is must bedirectly attributable to factors controllable by our managementteam—not speculative market factors.

• The property must have un-realized potential (commonly called,Upside). This potential can take many forms. For example: zoningthat allows for further development or redevelopment; room forrent increases; aesthetic or structural improvements which uponcompletion and reappraisal would add immediate value; and,improvements in management systems or personnel.

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WWhhyy ddoo yyoouu ccaallll yyoouurr iinnvveessttoorrss,, ““mmeemmbbeerr--ppaarrttnneerrss””??

We invite new friends to become our members, and we in turnpartner with alongside them by investing our capital alongside theirsin Limited Partnership units just like theirs. Any ownership of unitsheld by directors or staff of Pratten Properties are in the form ofpersonally held Limited Partnership units having the same rights andrestrictions as any of our member-partners.

WWhhaatt aarree yyoouurr ccrriitteerriiaa ffoorr mmeemmbbeerrsshhiipp??

Because syndications are by nature group investments, we believethat the more our group members have in common and the moretheir interests align, the more stable and predictable the investmentwill be. So, before we take you on as a new member-partner, wewant to speak to you personally and even meet with you face-to-faceif possible. If things proceed from there, we will next speak with thereferences you supply. If we all agree that there’s a good ‘fit’, you willbe accepted as a new member-partner of Pratten Properties. It mayseem a little out of the ordinary when compared to the commoninvestment houses, but ours is a private investment firm, and beingso allows us the freedom to be as old-fashioned (and cautious) as wewish to be.

AAss aa LLiimmiitteedd PPaarrttnneerr,, wwhhaatt ddoo II aaccttuuaallllyy oowwnn??

In a Limited Partnership form of syndication, your interest in theproperty is an indirect one. (This legal structure protects everyLimited Partner from liability). Title to the property is registered atthe Land Titles office in the region in which the property is located,in the name of the General Partner who holds title in trust for thePartnership. The Limited Partnership Agreement and the names ofthe participants are registered with the BC Securities Commission.Upon successful closing of the property, our lawyers provide eachmember-partner with a copy of the title for their records along withtheir unit certificate.

DDoo AAlluummnnii MMeemmbbeerrss ggeett tthhee ““ffiirrsstt llooookk”” aatt nneeww ooffffeerriinnggss??

Yes. One of the greatest advantages of having an establishedrelationship with Pratten Properties is that our Alumni Members geta 48-hour advance notice at all new investment opportunities.During this period they (and any close friends and business associatesthat our members may wish to introduce to us) are offered theopportunity to participate prior to public notice being given. Oncethis period expires, we next offer the units remaining un-subscribed(if any) to pre-qualified prospective members.

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order to earn our share in ownership. For more information on this,see Pratten’s Investment Guarantee.

CCaann tthhee GGPP bbuuyy uupp mmoorree aanndd mmoorree uunniittss aanndd bbeeccoommee mmoorree ““ppoowweerrffuull””??

The General Partner will never own units in any syndication. Anyownership of units held by directors or staff of Pratten Properties willbe in the form of personally held Limited Partnership units havingthe same rights and restrictions as any of our member-partners.

HHooww mmuucchh ooff mmyy iinnvveessttmmeenntt iiss ttaakkeenn oouutt iinn ffeeeess?? HHooww mmuucchh iiss lleeffttwwoorrkkiinngg ffoorr mmee??

Pratten Properties does not take any ownership up front so all ofyour money is working for you from day one, and your units are notdiluted by even a single penny. We are committed to maintainingtransparency for our member-partners, so we disclose individual fees,disbursements, commissions, etc., in every Offering Memorandumfor every syndication we initiate.

DDoo yyoouu eevveerr ddeemmaanndd ccaasshh--ccaallllss tthhaatt rreeqquuiirree tthhaatt tthhee LLiimmiitteedd PPaarrttnneerrssiinnvveesstt mmoorree mmoonneeyy??

No. There will be no cash-calls. If project requires additional funds ata later stage, we will offer a new block of Limited Partnership units.Our alumni members would be offered the first option to purchase thenewly offered units at the current value, then any new units leftunsubscribed would be offered to members of other Pratten Propertiessyndication groups, and finally to qualified prospective members.

WWhhaatt hhaappppeennss ttoo mmyy iinnccoommee iiff tthhee pprrooppeerrttyy bbuurrnnss ddoowwnn aanndd tthheezzoonniinngg cchhaannggeess??

All our properties have income insurance coverage—paid for by thetenants—that will continue to provide you your income until suchtime as the building is replaced and the income stream is recovered.

DDoo yyoouu eevveerr ssuussppeenndd ddiissttrriibbuuttiioonn ooff ccaasshhffllooww ttoo tthhee LLiimmiitteedd PPaarrttnneerrss??

No. We have a contingency fund in place to prevent such an occurrence.Each month we distribute 90% (depending on certain factors—likethe size of the largest tenant) of the net cashflow of the property toour investors. The 10% not distributed is put into a reserve fund tosmooth out any inconsistencies in cashflow disbursements that maycome up if a tenant leaves and is not immediately replaced. When alevel deemed appropriate is reached, the balance once again is addedto the member-partners’ monthly disbursements.

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WWhhoo mmaannaaggeess tthhee pprrooppeerrttiieess tthhaatt aarree uunnddeerr PPrraatttteenn PPrrooppeerrttiieess’’aaddmmiinniissttrraattiioonn??

You wouldn't leave your baby in the care of a stranger, and neitherwould we. No matter the distance from our headquarters, everyproperty we acquire on our member-partners behalf is under themanagerial direction of Pratten Properties at all times. After all, ourcompensation depends on it. (See: “Pratten’s Investment Guarantee”)

WWhhaatt iiss tthhee ““CClloosseedd--LLoooopp MMaannaaggeemmeenntt™™”” ssyysstteemm??

Our proprietary method of management and control is our littlesecret. It keeps our employees and contractors honest, efficient, andon their toes!

WWhheenn aanndd hhooww sshhoouulldd II ccaasshh oouutt??

It depends on the deal. For every new syndication project, we publishan Executive Summary. In it we include details of the various eventswe plan that will trigger the re-appraisal and re-financing of theproperty. (See, Pratten’s Investment Guarantee). It is recommendedthat you plan your strategy around these events. You may wish todiscuss your options during your complimentary planning sessionwith KPMG.

HHooww ‘‘lliiqquuiidd’’ iiss mmyy iinnvveessttmmeenntt??

Unforeseen personal situations can sometimes force one or more ofour investors to liquidate their holdings sooner than they had originallyplanned for. To remedy this, Pratten Properties has in place a uniquebuy-back program to help investors cash out of their positions whenunforeseen circumstances arise. For more information on this, seePratten’s Investment Guarantee

WWhhoo ddeecciiddeess tthhee vvaalluuee ooff tthhee uunniitt wwhheenn aa LLiimmiitteedd PPaarrttnneerr wwaannttss oouutt??

To ensure that you are receiving the most honest and accurate valuefor your units, we use a third-party appraisal to determine fair marketvalue. This mechanism keeps the syndicate honest, and keeps yourinvestment secure, accurately priced, and remarkably liquid. If aninvestor is forced to liquidate their holdings in between refinancingperiods, the current value is assessed based on the change betweenthe net incomes of the property on day the units are sold, from theday the units were purchased.

WWhhaatt ppeerrcceennttaaggee ooff oowwnneerrsshhiipp ddooeess tthhee GGPP ttaakkee uupp ffrroonntt??

Zero. We believe we must add value to an investment property in

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First of all… Thank you for the compliment!

Our teams of experts have all worked diligently to make our organizationjust as “good” on the inside as it seems on the surface. Everyone inPratten Properties’ organization, from the founding partners to theresident managers, as well as our legal team and their counterparts atKPMG, were invited to work with us because they share the samepassion for perfection in their work, as we do in ours. If that sounds“old-fashioned” to you, again we thank you.

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HHooww oofftteenn ddoo yyoouu kkeeeepp iinn ttoouucchh wwiitthh yyoouurr mmeemmbbeerr--ppaarrttnneerrss??

It is our custom to proactively keep members informed of importantnew developments pertaining to their investment, so that they arenever left wondering what’s going on at your investment property. Bymeans of general newsletters, as well as timely letters andannouncements, we actively take it upon ourselves to keep you abreastof the significant events that affect your investment as they happen.We do this proactively so that we can continue to focus on oneimportant thing: managing the investment rather than the investor.

WWhhaatt wwiillll mmyy aaccccoouunnttaanntt nneeeedd ttoo kknnooww??

For some of you, this will be your first experience with a privatelyoffered investment and thus your first exposure to an offeringmemorandum and risk acknowledgement form. Private investmentsoffering profit potential such as ours have historically been reservedfor individuals classified as “Accredited” investors. This accreditationrefers not only to the level of their wealth, but also to their ability toacknowledge the risks and benefits associated with privateinvestments. Pratten Properties believes that it is important for eachof our new members to become familiar with the language andstructure of a private offering document. By educating yourself inthese matters you qualify yourself to participate in other exceptionalprivate investment offerings when they become available.

You may require professional counsel to explain certain elements ofthese documents. It should be noted however, that not all lawyers oraccountants have the experience or qualifications required to adviseyou adequately. If you are unsure about the level of sophistication ofyour legal and accounting representation, we have taken steps toassist you. Our Lawyer will make himself available to discuss anyquestions that your lawyer may have regarding these documents.

In addition we have asked our accountants at the Victoria branch ofKPMG (the Largest Public accounting firm in Canada) to make selectmembers of their team available to advise you at your request. (Thisconsultation will be at the expense of Pratten Properties.) They areuniquely able to provide you (or your accountant) with specificstrategies on maximizing the tax efficiency of this investment in yourportfolio that your accountant may not by privy to.

IItt ssoouunnddss ttoooo ggoooodd ttoo bbee ttrruuee..

Although this is technically not a “Frequently Asked Question,” wehear this comment from prospective members often enough that itmakes sense to address it here…

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When you have read this informational material in its entirety, justclick this text to download the Executive Summary for our currentsyndication project.

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ATTRACTIVE ALTERNATIVE TO OTHER INCOME VEHICLES

Comparable Market Statistics (As of April 25, 2005)R.O.I. Yield (Compounded Annually)

Canadian Money Market Fund 2.50%Canadian 1-year Treasury Bills 2.75%Canadian Government Bonds 2.90%Stock Index 5 - 8%Private Mortgage Investment 7 - 11.5%Pratten Properties Syndications 15% plus

HIGHER RETURN AND LOWER RISK THAN OTHER INVESTMENTS• Returns are in the range of 15% plus.

• Investments are secured by tangible and quantifiable assets as collateral.

• Investors are protected against principal debt.

• Rigorous due-diligence process includes mandatory third party appraisals, and, where

appropriate, environmental reports and engineering reports.

• Interest yield enhanced through prudent use of leverage.

• All prospective acquisitions or disposals will be subject to the review and unanimous approval

of Pratten Properties’ Investment Committee, prior to making any investment in, or

acquisition of, a property.

• Generally, the property sector is relatively independent of other stocks and of bonds, and

produces an attractive return comprising of capital appreciation and cash flow.

TAX SAVINGS

• Investments can be RRSP eligible.

• Profit disbursements can be paid out in a form which is not taxed as highly as regular income

or gains from interest or dividends.

• Due to the tax-efficient nature of a Limited Partnership Syndication, a 10% Pratten Properties

return will out-perform a 15% stock-market return after tax.

• Investors are able to write off a proportionate share of the expenses and depreciation of the property

to further reduce their taxable income. This can mean significant tax benefits for the investor.

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IINNVVEESSTTMMEENNTT HHIIGGHHLLIIGGHHTTSSPROVIDES A CONSISTENT AND REGULAR QUARTERLY CASH DISTRIBUTION

• Attractive yield relative to other income funds with a targeted annual cash yield of 8 to 15%.

• Distributed cash is paid monthly and is expected to increase every year.

• Overall return on investment in the neighbourhood of 15% plus..

EXPERIENCED INVESTMENT MANAGER WITH AN ESTABLISHED TRACK RECORD

• The Investment Manager is President and Chief Executive Officer of Exit Realty Abacus.

Mr. Pratten lends over 40 consecutive years experience as an entrepreneur of real estate

business including sales and leasing, construction, and property management.

• The Investment Manager is an experienced real estate developer and has actively developed

and redeveloped income properties for over 40 years.

• The Investment Manager has personally been investing in income properties for over 38 years and

owns significant income property both on his own and in partnership with other private investors.

• The Investment Manager is a licensed real estate agent in the Province of British Columbia.

• The Investment Manager is a member of the Victoria Real Estate Board, and a commercial

division member and a Certified Commercial Investment Member candidate.

• The Investment Manager is experienced in all areas of the construction industry.

• The Investment Manager owns and operates a leading property management firm in Victoria, B.C.

and is knowledgeable in all areas of property improvement, rehabilitation and management.

EXPERIENCED TEAM OF SPECIALISTS

• See Biographies beginning on page 24 of this booklet entitled ”THE TEAM LEADERS”.

TAILOR-MADE INVESTMENT POSITIONS

• At the option of the investor, a consultant at KPMG will meet with investors on a one-on-

one basis for the purpose of structuring the investment to create maximum yield for each

individual investor.

• This consultation will be at the expense of Pratten Properties, and not the investor.

SPEAK WITH US PERSONALLYWe thank you for investing your time to acquire and study thisinformation. When you are ready, click this link to download theExecutive Summary for our current syndication project.

If you still have questions left unanswered, or wish to be considered formembership in one of our private syndications, my partners and I arehappy to make time to speak with you on the telephone, or in person.

Your inquiry is invited with the assurance that it will receive promptand expert attention. Our team is ready and able to assist you inachieving your highest real estate investment goals.

Thank you.

Alan PrattenPresident and CEO

Adam GantPartner - Capital Development

Emanuel F. ArrudaPartner - Communications & Operations

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