CAUTION:
Perendev Power Solicits Investment & Licensing Payments

Dear Fellow Environmentalist

 Re YOUR VALUED INTEREST in ALTERNATIVE ENERGY and PPI AG

Thank you for your interest and concern for Perendev Power International AG’s activities in Alternative Energy and specifically how you can become more involved with us in the drive to make the earth a more pollution-free environment; a cleaner, better place to live.

Although P.P.I. AG may be considered insignificant, compared to the oil giants, we know that we are making a difference. Shortly, we will be posting future plans explaining this on the Perendev web site. As private individuals, we can all make a difference…..we have a free choice in the products that we buy and how we invest our money. This interest of yours is an investment in our environment. Without it the world is heading for a disaster.

We are based in Switzerland , and PPI AG’s products, represent a very good business opportunity. The world is suffering with dreadful pollution, increasing global warming, toxic greenhouse gases and massive depletion of non-renewable natural resources. It leaves us with very little choice.   We have to find new alternative energy sources. We must stop the debilitating effect of toxic wastes that are poisoning our air and our atmosphere, and we must conserve scarce natural resources for our children’s future.

This is where Perendev, as an environmentally friendly organization; a green company, makes a difference. Already we have products that can help achieve this goal. They are based on cutting edge technology. We are now working hard to bring these, and other environmental products into global mass production so that everyone can benefit.

There are two ways to assist with this drive.

1                     As a private individual you can invest in alternative energy companies and their products through the purchase of shares that are used to develop new products. This is vitally necessary, ongoing Research & Development.

2                     As a business you can also purchase shares via a private placement investment and/or you can negotiate a licensing agreement to market these products. This ensures a widespread benefit from the products application.

For those interested in the business option PPI’s main marketing effort is focused on establishing a global distributor licensing network. We would need to know the products, or territory that you have an interest in, and what support you have there, and the capital that you have available for the project. Small investor groups can also participate.

We have three unique product groupings, all in the final stages of development, nearing market readiness, and all very advanced energy and environmentally friendly concepts.

1          MAGNETIC motor

            2          Liquid NITROGEN motor

3          ENERGY SAVING products e.g. (a) the latest technology Zero-point   sparkplugs for greater petrol savings and low gas emissions, and

(b) Friction Free Lubricants that reduce wear and tear and also save petrol. Another important product in this category is (c) the UV WATER treatment system that totally cleans infected, domestic, or industrial water to make it bacteria-free, clean and odourless.

The first two product groups are totally NEW cutting edge technologies to replace fossil fuel energy sources that continuously pollute our atmosphere. The third group of products will greatly ASSIST with environmental problems by REDUCING Pollution and SAVING valuable natural resources. We want you to share in our success and ensure that our combined efforts do indeed make a difference. Please read and return the attached offer (APPENDIX A) if you wish to join us in this worthy fight against environmental destruction.

Sincerely,  

M J Brady (Chairman of PPI AG)                                                                           March 2005

   Perendev Power International  Development & Company History

1                     Statement of Company Position

PPI AG is a Swiss company involved with cutting edge technology in the area of alternative energy. It has interests in magnetic motors, liquid nitrogen motors, motor industry components and clean water. It has developed several unique prototypes and patents and has the marketing rights for several other world-first patents, formulations and processes. The company has reached a strategic point where it needs to inject further capital for increased momentum to capitalize on 5 years of development and launch several of these products onto the world market. It is offering up to €2.5million ($3million) worth of shares for general investment and also accepting requests from interested businesses to take a manufacturing, or marketing license for certain territories.  

2                     Short History

The company was originally formed as a “green” company in South Africa in 1999 in an effort to look for alternative solutions to the pollution generating, fossil-fuel motors that are threatening our environment. We worked originally on battery assisted motors and then pioneered magnetic motors and later developed a liquid nitrogen motor. As the prototypes were developed further we began to outstrip our internally generated resources and moved to Europe in autumn 2004 and allowed minimal private investment.

3                     Company Legal Structure & Scope

Perendev Power International AG is registered in Switzerland with a nominal capital of 100 00 shares of one Swiss Franc each. It has an operating company in Switzerland and owns Clean Water Products GmbH, a 100% subsidiary company in Austria that developed, manufactured and markets a UV system of cleaning water. It also has relationships and associate marketing agreements with several other groups in UK , Western Europe, Eastern Europe, the Baltic regions, India , Africa, USA , Middle East and the Far East .

4                     Directorate & Management

All six PPI directors form the international management team and they are mainly based and operating from Europe but they also operate out of USA and Africa . The Chairman,  M J Brady and Legal Manager, Hans Badenhorst are South African, the International Business Manager, Brian Richards is British and the remaining three directors are German. They are Dr Hans Huening, economist and international tax advisor, who is partially based in USA , Helmut Huening, accountant and financial advisor, based in North Germany and Kurt Schaller, electrical engineer and CEO, based in Bavaria .   

      5        Products

Very broadly speaking we have three unique product groupings that are being developed and are either market ready, or in the case of the motors, are nearing market readiness.

             They are:

      1    MAGNETIC motor

      2    LIQUID NITROGEN motor (both are advanced Alternative Energy concepts)

                                    and

      3    ENERGY SAVING products such as the latest technology Zero-point sparkplugs for greater petrol savings and low gas emissions, and Friction Free Lubricants that reduce engine wear & tear and also save petrol. Another important product in this category is the UV WATER treatment system that totally cleans infected, domestic, or industrial water to make it bacteria-free, clean and odourless.

The first two products are totally NEW cutting edge technologies to replace fossil fuel energy sources that continually pollute our atmosphere. The third group of products, especially the sparkplugs, will greatly ASSIST with environmental problems by REDUCING Pollution and SAVING valuable natural resources.          

6                     Projected Cash Flow

7                      Share structure

The percentage shareholding held by the Directors of Perendev Power International AG is currently 84% with a further 3% held in private hands by minority shareholders. A block of 5 000 non voting shares are available to be taken up by interested investors at €500 each (approximately $650) which will bring the total number of minority shareholders to approximately 8%.  The minimum value of the shares that will be accepted for allotment is 5 shares per individual allotment. There is no maximum amount per request.

If the interest level is such that the requests far exceed the offered number of shares the directors of Perendev Power International will give consideration to releasing more shares, or prorating the requests for allotment.

The shares of Perendev Power International AG are not registered yet on any recognized stock exchange but the company has the intention to get a listing on the London Stock Exchange (A.I.M market or Full Board) or on NASDAQ, New York, (Full Board ) within 18 months.

8                     Offering

The company offers, in a non-brokered, private placement:

Up to 5000 non voting B class shares at an amount of €500 each
(or US$650) per share, to interested parties and businesses.  

This offer remains open until end of April and all allotments will be on a first come first served basis. The directors reserve the right to pro-rate any oversubscription and to close the offering at any time prior to April 30^th at their discretion. Payment to be made in €  Euro currency only.

Details of the share subscription agreement entered into with Perendev Power International AG is attached as Appendix A to be completed by the investor and can either be returned by e mail to admin@perendev-power.com             or mailed to Gotthardstrasse 20, CH 6304 Zug Switzerland together with the appropriate amount (in € Euro) for the requested number of shares.

PRIVATE PLACEMENT SUBSCRIPTION FORM
(APPENDIX A)

Perendev Power International AG

   Gotthardstrasse 20, CH 6304 Zug,
                                 Switzerland

  1. Subscription

I hereby subscribe for                      shares of the Common Stock of Perendev Power International AG for a total investment of                                  EURO and enclose a check, bank draft or express money order payable to the Company.

I understand and agree that the proceeds of my subscription will not be held in escrow, but will be immediately released to the Company upon acceptance of my subscription.

 I further understand and agree that the Company is presently undertaking equity financing and that in the future it may undertake additional equity financing, either public or private, or both, which could have the effect of diluting the percentage of ownership represented by my investment herein.

2. Refusal

The undersigned understands that you reserve the right to reject this subscription, in whole or in part, in your discretion, for any reason whatsoever.

3. Disclosures and Evaluation Acknowledgement

STOCK SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER

for
Perendev Power International AG

The undersigned hereby acknowledges and represents that he/she:

a) has had a full and complete opportunity to ask all questions concerning Perendev Power International AG and its proposed business operations;

b) has received full and complete information to allow for a proper evaluation of the risks and merits of the investment;

c) has been fully informed as to the circumstances under which he is required to take and hold the securities;

d) is an unsophisticated investor who, either individually or with his representatives and advisors, is fully aware of all the speculative aspects of the investment.

4, Common Stock Acquired as Investment

I represent that the shares of Common Stock acquired hereby are being acquired by me for investment and not with a view to, or for resale in connection with any distribution of stock within the meaning of the Securities Act of 1933, as amended (the Act)*.

 By such representation, I mean that I am acquiring the stock for my own account for investment and that no one else has any beneficial interest or ownership in the stock, nor is the stock subject to any pledge or lien.

Further, I understand that the stock will not be registered under the Act by reason of specific exemption provided therein, specifically, Section 504 of Regulation D* promulgated under the Act, the availability of which depends upon the bona fide nature of my investment intent as expressed herein.

5. Shares are Unregistered

I understand that the shares of Common Stock, herein subscribed for, are unregistered under the Act and must be held indefinitely unless the shares of Common Stock are subsequently registered under the Act or an exemption from such registration is available.

I further understand that any routine sales of Common Stock made in reliance upon Rule 144* can be made only in limited amounts in accordance with the terms and conditions of that Rule and that, in the case of securities to which that Rule is not applicable, compliance with Regulation A* or some other exemption or registration under the Act* must be made.

 I further understand that no guarantee is made, or can be made, or implied, that I will ever be able to sell my shares acquired herein pursuant to such Rule or any other exemption provision of the Act*.

6. Legend of Certificate

I agree that each certificate representing my Common Stock in the Company will bear on its face, back, or have attached to it, a legend substantially in the following form:

"This shares of stock represented by this certificate have not been registered under the Securities Act of 1933*, as amended, and may not be sold or otherwise transferred unless a compliance with the registration provisions of such Act has been made, or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933*."

7. Start-Up Venture and Inherent Risks

I understand and agree that the Company is a new "start-up" venture and, as such, is subject to all the risks inherent in any new or start-up venture and that I could lose my entire investment.

I further understand and agree that no assurance can be given concerning the future operations or profitability of the company and that any financial projections provided to me are based upon certain specific assumptions, and that such projections are merely management's best estimate of the future operations of the Company, provided that the stated suppositions prove accurate and provided further that no other adverse factors develop.

I further consent that you place a stop transfer order on the books and records of the Company restricting the transfer of the stock except in compliance with the terms of this agreement.

* Refers to legislation in the USA

Date, ……………………………..Signature…………………………

Print or type name:…………………………….

Passport Number……………………………….

Address:………………………………………..
              ………………………………………...
             ………………………………………...
            ………………………………………....

Telephone Number:…………………………. 

E-Mail address …………………………………

Bank account number………………………….
          Account holder………………………….
          Branch name   ………………………….
          Branch Code   …………………………. 

Amount enclosed   …………………………….

           Currency Denomination        (to be in Euro)    

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