GreenShift Corporation (GreenShift), formerly GreenWorks Corporation, is a business development company that provides long-term debt and equity investment capital to companies and technologies that facilitate the efficient use of natural resources and catalyze transformational environmental gains. On April 1, 2005, the Company acquired majority equity stakes in Veridium Corporation and INSEQ Corporation. As of December 31, 2005, GreenShift's portfolio included investments in proactive companies, such as Veridium Corporation; INSEQ Corporation; GreenWorks Corporation; GreenShift Industrial Design Corporation; Ovation Products Corporation (Ovation); Tornado Trash Corporation; Mean Green BioFuels Corporation; Sterling Planet, Inc.; TerraPass, Inc.; Aerogel Composite, Inc.; Coriolis Energy Corporation; Hugo International Telecom, Inc., and TDS (Telemedicine), Inc. GreenShift's investment activity principally involves providing financing through privately negotiated long-term debt and equity investments. The Company's investments in private companies are generally illiquid and subject to restrictions on resale. Private finance investments are generally structured as loans and debt securities that carry a relatively high fixed rate of interest, which may be combined with equity features, such as conversion privileges, or warrants or options to purchase a portion of the portfolio company's equity at a pre-determined strike price, which is generally a nominal price for warrants or options in a private company. The annual stated interest rate is only one factor in pricing the investment relative to the Company's rights and priority in the portfolio company's capital structure, and will vary depending on many factors, including if it has received nominal cost equity or other components of investment return, such as loan origination fees or market discount. The stated interest rate may include some component of contractual payment-in-kind interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity. At December 31, 2005, 100% of GreenShift's loans and debt securities had fixed interest rates. Loans and debt securities generally have a maturity of 1 to 10 years, with interest-only payments in the early years and payments of both principal and interest in the later years, although debt maturities and principal amortization schedules vary. Equity interests issued by private companies may be subject to restrictions on their resale and are generally illiquid. GreenShift may incur closing costs associated with making control investments, which will be added to the cost basis of the Company's equity investment. Equity securities generally do not produce a current return, but are held with the potential for investment appreciation and ultimate gain on sale. At December 31, 2005, the Company's largest investments included Veridium, INSEQ, GreenWorks, Sterling Planet and Ovation, accounting for 27.2%, 21.4%, 20.5%, 5.1% and 6.8% respectively, of the Company's total assets.

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