18 - 9th Street NE Apt #206, Washington, DC 20002-6040 USA
Phone, Fax, and Voice Mail: 202-547-8715; Email: OmniCapital@verizon.net

IRREVOCABLE DECLARATION OF TRUST
OmniCapital Community PR

(DRAFT DOCUMENT FOR STUDY PURPOSES ONLY:
As Amended 2:10 AM EST; Wednesday, March 03, 2010)

This declaration of trust is made on the ___ day of _____ 2010, by Vigdor Schreibman, referred to as settlor.

I, Vigdor Schreibman, as settlor, have assigned myself as trustee, and declare that I hold in trust the securities described in the attached Appendix A, which is incorporated by reference. The securities constitutes the overwhelming majority of the issued and outstanding Common stock of Las Colinas Development Corporation. I declare that I and my successor trustees will hold the described securities and all substitutions and additions, as the trust estate, for the use and benefit of the persons described in the attached Appendix B, which is incorporated by reference, referred to as beneficiaries, for the uses and purposes and on the terms and conditions set forth in this agreement.

The legal existence of this trust began on April 14, 2004, when the trust property held by trustee was expressly transferred to the trustee by the settlor on the books of the corporation. The trustee accepted the trust mandate on that date. As contemplated in the original statement of "intent to establish trust agreement" executed in writing on April 14, 2004, at Washington, DC, the terms of the trust have been clarified as provided herein, attesting to the declaration of trust and transfer of the trust property to the trustee before a Notary Public, thereby, supplanting the original statement of intent, on the day and year first above written.

The underlying resources of the trust estate include land holdings owned by Las Colinas Development Corporation, comprised of more than 783-cdas, which were subject to foreclosure and judicial sale in 1977-78. Bankruptcy court decisions authorizing relief from the automatic bankruptcy stay and foreclosure included: In re Las Colinas Development Corp., 12 COLLIER BANKR. CAS. 652 (Bankr. D.P.R. 1977), appeal dismissed, 446 F.Supp. 141 (D.P.R. 1978), aff'd, 585 F.2d 7 (1st Cir. 1978), cert denied Vigdor Schreibman and Las Colinas Development Corp. v. Walter E. Heller & Co., No. 78-5914 (1978), 439 US 1063 (1979) (exception noted, "Mr. Justice Stewart would grant the motion"). A default judgment against Las Colinas Properties followed those decisions in a foreclosure action in the US District Court for Puerto Rico. Walter E. Heller & Co. v. Las Colinas Development Corp., et al., Civil No. 77-1075 (Apr 26, May 9, 1978). Subsequently, all the assets of the corporation were liquidated under Chapter 7 of the Bankruptcy Act, and the bankrupcy case was closed on June 24, 1980. In addition, according to the records of the Department of State of the Commonwealth of Puerto Rico, the charter of Las Colinas Development Corporation (Register 27,205), was cancelled on May 14, 1997, because the corporation "was not in good standing."

At the present moment Las Colinas Development Corporation has no assets. The past debts of the corporation were not discharged in bankruptcy. The securities described in the attached Appendix A, have a negative present cash value. Nevertheless, as below provided in SECTION FOUR, the corporation presently intends to institute legal action to recover all of its real estate holdings. If the intended recovery of Las Colinas Properties is actually realized the financial standing of the corporation and its securities could, in the future, be significantly improved. Moreover, the corporation may at any time obtain the restoration, renewal or revival of its certificate of incorporation, which was originally organized for a perpetual period, in accordance with the provisions of title 14, § 3102(a), of the Laws of Puerto Rico Annotated (2000).

The corporation intends to pr osecute its constitutional claims, in the matter of Las Colinas Development Corp., Vigdor Schreibman v. Banco Popular de Puerto Rico, Walter E. Heller & Co./Successor in interest, et al, Estado Libre Asociado de Puerto Rico, Tribunal de Primera Instancia, Centro Judicial de Fajardo, Sala Superior, Civil Num.: NSCI-2008-1050 (2008), for revendication of Las Colinas Properties. Lcda. Grace Monge-La Fosse was attorney for Las Colinas Development Corp. and Vigdor Schreibman. On October 6, 2009, Lcda Monge-La Fosse was discharged, followed by resignation of the presiding Judge José R. Negrón Fernández. The new presiding judge, Ada Lopez Santiago, the 5th judge to priside two cases for the revendication of Las Colinas Properties, during the past 5-years, approved the resignation of Lcda. Monge-La Fosse, on November 5, 2009. Las Colinas and Mr. Schreibman have applied for court authority to appear in court by self-representation, in response to Court Order notified November 05, 2009.

The ultimate ends of this trust sought by settlor is to establish in Puerto Rico, a practical community model for advancement of The Transformative Paradigm of planetary civilization that can most likely lead toward democratic sustainability and away from capitalist decadence.

A. It is the main purpose of settlor, by this declaration, to convey to trustee for the benefit of OmniCapital Community PR, equitable title to the trust property, to serve the social purposes beneficial to the OmniCapital Community PR, for the advancement of science, education, health, and other purposes and ends, which, as Charles Handy described, would emphasize the language of community and citizenship not of property and ownership, which no longer serves the global citizens of the 21st century. This emphasis is especially focused on citizen governance of the community commons, which is the subject of the 2009 Nobel Memorial Prize in Economic Sciences! [See e g., in yes!; also in CNN.com/europe, and Forbes.com]. In the instant context this would include, for example, the Rio Demajagua and Bahia Demajagua beach frontage, marine facilities, parks, recreation, and shopping facilities as well as the paramount preschool child care, health care, and ecological balance, which should be directly beneficial to the OmniCapital Community PR.

B. In order to advance the purposes of this trust, the stockholders of Las Colinas Development Corporation and the residents of the OmniCapital Community PR will share equally in the net profits derived from the expected income of Las Colinas Development Corporation, governed by the ends specified in the preceding SECTION FIVE, which provides a foundation for OmniCapital as described below more fully.

C. It is not intended by this trust to distribute any earned income to the residents of the OmniCapital Community PR, but rather, to financially support development and maintenance of the "democratic" institutions, networks, and norms (including all necessary buildings, equipment, supplies, and operating personnel) that may be prudently selected by residents of OmniCapital Community PR, consistent with the ultimate purposes of the trust. The intended meaning of the term "democracy" shall be defined as provided in the first principle of democracy established in the Constitution of the United States of America, "to form a more perfect Union" of all the people. All such financial support shall be strictly limited by available or expected net profits derived from the conduct of the business of Las Colinas Development Corporation or their successor entities.

D. It is expected that the democratic institutions, networks, and norms thereby established for the OmniCapital Community PR, will significantly enhance the social capital and social equity, economic prosperity, and ecological sustainability of the OmniCapital Community PR, both in terms of its own geographic location, as well as with regard to the regional, national, and planetary interests that may be electronically connected to this community via the Universal Internet. It is suggested the scope of these developments should be explored in a logical order embracing the local and planetary dimensions in all of their cultural and linguistic diversity with appropriate transcendent wisdom and balance as the citizenry of OmniCapital Community PR, may, in the first instance, decide in their discretion.

Trustee shall exercise its control over the corporation and administer and manage the trust estate, collect the income from it, and, after payment of all taxes and assessments on the estate and all charges incident to the management of it, apply and dispose of the net income and preserve and protect the principal of the trust estate to assure the purposes and ends of the same.

Trustee shall exercise its powers of controlling stockholder of Las Colinas Development Corporation, in a manner consistent with the directions of the settlor in this declaration of trust. The practical direction of these purposes shall be freely chosen by participaing members of the citizenry of the OmniCapital Community PR through meaningful dialogue carried out on a continuing basis. Those citizens who do not desire to participate in the democratic dialogue shall be free to decline any such process without interference in the peaceful exercise of that right by others. The corporation will act as convener and facilitator of this dialogue in a collaborative mode with the directly affected stakeholders, supported by competent Knowledge Management professional staff persons. The corporation will faithfully support the preferred purposes chosen by the citizens of the community with their share of the net profits of the corporation, hereinabove described, while working with the community to generate the human resources of OmniCapital, below described in table 1.

Table 1.  OmniCapital

Trustee shall have the power to do all acts, institute all proceedings, and exercise all rights, powers, and privileges that an absolute owner of the trust property would have, subject always to the discharge of the trustee's fiduciary obligations. Such powers shall include the power to amend the structure of the trust for tax purposes that may best serve the beneficial purposes of the community, to the extent that such amendments shall not adversely affect the validity of this trust.

Trustee waives all compensation for services to the trust estate; provided, however, that Vigdor Schreibman as president of Las Colinas Development Corporation shall be entitled to receive reasonable compensation for his services. All successor trustees shall be entitled to reasonable compensation for their services as trustee, as the community may decide from time to time.

If Vigdor Schreibman resigns or is unable to continue to act as trustee, a three person team of successor trustees shall be elected by the community. The successor trustees shall be comprised of a troika of three persons who have the knowledge and skills of systems design, ecology systems, and architecture. The successor trustees shall exercise their powers with like effect as though originally named as such in this agreement. All authority and powers conferred on trustee under this agreement shall pass to the successor trustees who shall exercise their powers as to any substantive matter by vote of at least two of their members.

The citizenry shall decide on the appropriate term or terms of office that any successor trustees shall serve, the qualifications of candidates for that position, and the appropriate process of election and recall. Trustee shall act as convener and facilitator, with appropriate professional staff, for management of the community dialogue to decide upon these matters.

Settlor and any other person shall have the right at any time to add property acceptable to trustee to this trust. Such property, when received and accepted by trustee, shall become part of the trust estate.

This trust shall be irrevocable and shall not be revoked or terminated by settlor or any other person, nor shall it be amended or altered by anyone, subject however, to the power of the trustee specified in SECTION NINE, cl. 2.

Trustee is authorized and directed to pay out of the principal of the trust estate the proportionate share of any succession, legacy, inheritance, death, transfer, or estate taxes, including any interest and penalties, which may be assessed by reason of the death of settlor. In making the payment, trustee may rely on the written statment of the executor or adminstrator of the estate of settlor as to the proportionate share of taxes chargeable to the trust estate.

In the event that the net income of this trust is at any time insufficient to provide for the care, comfort, and support of any of the beneficiaries, herein, trustee, in its uncontrolled discretion, may pay or apply for those purposes such sums from the principal of the trust estate as trustee may deem proper, considering any other sources of income of the beneficiaries.

Except as otherwise specifically provided in this agreement, trustee shall have full power and authority to determine, in its absolute discretion, what shall constitute principal of the trust estate, gross income from the trust estate, and net income of the trust estate distributable under the terms of this agreement.

Trustee shall keep accurate records and accounts of the administration of the trust estate. Trustee shall annually furnish a full and complete statement of all receipts, disbursements, gains, and losses to the trust estate, together with a statement of the assets of the trust estate to the beneficiaries then entitled to current net income.

Trustee in its sole discretion may pay any principal or income applicable to the use of a minor to the parent or guardian, to a person having care and control of the minor, or directly to the minor, or trustee may apply the same for the minor's benefit, and any payment so made shall be a full and sufficent discharge of trustee with respect to that payment. Also, Trustee may accumulate for the benefit of any minor any part or all of the income applicable to the minor's use as trustee in its sole discretion may deem advisable. This accumulated income may be paid to the minor on his or her attaining the age of 21 years.

The primary chartitable purposes of this trust shall be for an indefinite period of time, as authorized by 31 L.P.R.A. § 2546, cl. 2 (1993).

The validity, construction, and effect of this declaration and of the trust created under it and its enforcement shall be determined by the laws of the Commonwealth of Puerto Rico.

In witness whereof, Vigdor Schreibman, settlor and trustee, has executed this declaration at Washington, DC, the day and year first above written.

______________________________________________
Vigdor Schreibman, Settlor & Trustee

Affidavit Number ____

Sworn and subscribed before me by Vigdor Schreibman, of legal age, single, and resident of Washington, DC, personally known to me, at Washington, DC, this ___, day of ____, 2010.

(Seal)

(Signed): ________________________________________________