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VOL00011
EFTA02444693
40 pages
Pages 21–40
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ISBRE Table 9: Comparison of Unit Profitability ISBRE Norway Flex'tank Bulk Tanker Bottling Shipping Shipping Price to Distributor $12.25 $12.25 $12.25 Transportation Cost 3.44 2.25 0.51 Packaging & Bottling Cost 7.79 4.87 3.78 Isbre Gross Margin $1.02 $5.13 $7.96 Note. Estimate of landed cost of 0 5 liter case. I. Norway Production Model lsbre formerly owned a bottling facility in Norway at the Osa Valley source (see Illustration 3). • Using this bottling method, Isbre began deliveries of bottled water (1.0 liter and 0.5 liter PET bottles, transported by container) to the U.S. in May 2006. • lsbre completed the construction of a temporary bottling facility at the Osa source in December 2005. The construction of a permanent facility was completed in December 2006 and expanded in October 2008. • In February 2009, the Company entered into a distribution agreement with Norske Glace Limited, a UK company formed to distribute lsbre water in a number of European countries. In May 2009, an affiliate of Norske Glace assumed ownership and operation of the Osa Valley plant. Norske Glace personnel will load Isbre water into flexitanks and tanker ships (see discussion below). Illustration 3: Osa Valley Bottling Plant Isbre Holding Corp. 21 Confidential EFTA_R1_01521635 EFTA02444713
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ISB E II. Flexitank to U.S. Model — 4th Quarter 2008 Isbre has outsourced production to existing bottling plants in the U.S. It will get the water to these bottlers using an interim bulk shipping approach: transporting the water in flexitanks. A flexitank is a single-use, heavy-duty plastic bag that is installed in a standard 20-foot container and holds 20,000 - 24,000 liters. Flexitanks are manufactured from FDA approved food grade resins and are widely used for transporting a variety of high-value liquids. Isbre has shipped flexitanks from its Osa source to a bottling plant owned by Leisure Time Spring Water, a licensed bottling company located in Kiamesha Lake, NY. Isbre has also made U.S. bottling arrangements with Union Beverage, a licensed bottling company located in Hillside, NJ. Flexitank shipments first will be used for bottling 1.0 liter product but ultimately will be used for all sizes. Flexitank bottling commenced in September 2008. The Flexitank to U.S. model will reduce the U.S. landed cost per case by approximately $4.00 due to the reduced transportation and production expense. Further economies are expected as flexitank shipments achieve a larger volume. III. Tanker to U.S. Model — 2011 Isbre intends to eliminate as much shipping related cost as possible by creating the 'Tanker to U.S." bottling factory model. It is believed that lsbre's Osa Valley facility is the only location in the world where high-quality water can be pumped from a natural source directly into tanker ships for low-cost bulk transport. A combination of unique geographic and hydrogeological circumstances gives Isbre the singular ability to enter into sales of bulk water. The Hardanger is a deep-water fjord; the surrounding mountains form a seabed several hundred feet deep. This waterway is affected by the warm water carried by the Gulf Stream; consequently, the Hardanger does not freeze during the winter months. These conditions combine to allow a large tanker ship to dock within 40 feet of the shore. Water can then be extracted directly from the source and pumped into the ship. Once onboard, the water is distributed through stainless steel pipes to the various stainless steel tanks (compartments) contained within the vessel; the number of compartments will vary according to vessel size. Isbre bulk water is then shipped for bottling locally, generating tremendous transportation cost savings. This bulk shipping capability combined with lsbre's super-premium water quality gives it the potential to have unrivaled, best- in-industry unit economics relative to all of its super-premium water competitors. There is no new technology required to transport Isbre's water in bulk. Many food-grade liquids are transported by tanker ships: olive oil, palm oil, soda syrup concentrate, orange juice, rum, wine. scotch and other beverages. This type of shipping is so routine that an international shipping protocol has been developed for the bulk transport of food-grade liquids. The Tanker to U.S. model will further reduce the U.S. landed cost per case by approximately $3.00 for both size bottles. IV. Unprecedented Profit Margin Opportunity As noted above, importing bottled product (as all other super-premium waters do) has a landed cost of approximately $11.00 per case. This cost is reduced to approximately $7.00 per case using flexitanks. and to approximately $4.30 per case with bulk tanker shipping. Isbre's unique Isbre Holding Corp. 22 Confidential EFTA_R1_01521636 EFTA02444714
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IS kE ability to employ bulk tanker shipping produces a total landed cost of less than 50% of the cost of other imported waters. Consequently, Isbre will be by far the lowest cost competitor in the U.S. super-premium market. The tanker bulk shipment strategy will also permit production flexibility and responsiveness and packaging size and innovation unprecedented in the imported water industry. As the lowest cost producer in the super-premium category, Isbre will be able to spend more marketing dollars on a per-unit basis and engage in retail promotional activity that cannot be replicated by competitors. For example, Table 10 below demonstrates that lsbre's bulk shipment approach will enable it to generate healthy profit margins at price promotions simply impossible for other super-premium waters to match. Table 10: Half-Liter Six-Pack Margins at Various Price Points @ 55.99 Retail $4.99 Retail @ 53.99 Retail• Retail per Case $23.96 $19.96 $15.96 Cost to Retailer $17.50 516.00 513.60 Retail Profit per Case $6.46 $3.96 $2.36 Retailer Margin 27% 201 15% Cost to Distributor $12.25 512.25 $12.25 Promo Credit $0. 75 $1.95 Ne: Cost to Distributor $12.25 $11.50 $10.30 Distributor Profit per Case 55.25 $4.50 $3.30 Distributor Margin 30% 28% 24% Compteutor Production Cost $11.00 $11.00 $11.00 Trucking $0.50 $0.50 50.50 Total Competitor Cost $11.50 $11.50 $11.50 Competitor Margin $ per Case S0 15 (51.20) Competitor Margin % per Case 6.5% 0% 10.4% Flexitank Production Cost $7.00 $7.00 $7.00 Trucking $0.50 $0.50 $0.50 Total Landed Flexitank Cost 5/50 $1.50 $1.50 Isbre Margin 5 per Case $4.75 $4.00 $2.80 stye Margin % per Case 63% 53% 37% Tanker Production Cost 54.30 54 3D 54.30 Trucking $0.50 $0. 50 $0.50 Total Landed Tanker Cost $4.80 54.80 $4.80 Isbre Margin $ per Case 57.45 $6.70 $5.50 isbee Margin % per Case 155% 140% 115% costs typically run 50.5051 00 per case depending on case sales volume during the sale period. For example, the $3.99 per six-pack major Feature ad at A&P (447 stores) would cost 55.000 and would sell approximately 20 cases per store, equating to a cost of $0.56 per case. V. The Time Charter Party Agreement Isbre has entered into a Time Charter Party Agreement to arrange for bulk transport of its water from the Osa, Norway source to its Pennsylvania facility with Jo Tankers of Bergen, Norway, an internationally recognized shipping company that specializes in the transport of liquids (see www.jotankers.com for a description of this shipping company). Isbre Holding Corp. 23 Confidential EFTA_R1_01521637 EFTA02444715
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IS
kE
The term of the Charter is ten years, commencing in 2009. The first vessel to be utilized
under the Charter is the Jo Spirit (see Illustration 4). This vessel (built in 1998, summer
deadweight 6,285) carries 20 stainless steel tanks with a total capacity of 1,366,970
gallons.
Illustration 4: Jo Spirit
The rate of hire for the Jo Spirit is $12,075 per day. Ordinarily, a "round voyage" between
Osa and Bristol would require approximately 28 days, including loading and unloading.
Since the Jo Spirit is currently under charter for the trip from the Caribbean to Northern
Europe, lsbre will have the advantage of a "back haul" opportunity and incur only about
fifty percent of the transportation expense that a dedicated charter would entail. The rate
of hire for larger vessels reaches $22,000 per day (for a DWT 39,273 vessel with
10,000,000 gallon capacity).
When U.S. production requires greater water delivery, Jo Tankers will substitute larger
vessels. The Jo Tankers fleet contains vessels with capacities approaching 10 million
gallons. Isbre and JoTankers have agreed upon the protocol for transporting Isbre's water.
Note: Other shipping companies have expressed interest in working with lsbre on bulk
water transport.
VI. The Bristol, Pennsylvania Site
The water will be unloaded into a stainless steel storage tank at the Riverside Industrial Center, a
60.5 acre site located on the Delaware River, north of Philadelphia, in Bristol, Pennsylvania (see
Illustration 5). The Riverside complex is owned by Constructural Dynamics Inc., a wholly-owned
subsidiary of The Silvi Group Companies ("Silvi").
isbre Holding Corp. 24
Confidential
EFTA_R1_01521638
EFTA02444716
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ISBRE Illustration 5: The Riverside Industrial Center, Bristol PA Isbre and Silvi entered into a Letter of Intent for Isbre to lease approximately 140,000 sq. ft. at Riverside for a term (including renewals) of 35 years. The complex has a deep water bulkhead in place; ships requiring a draft of up to 38 feet can be moored. As part of the lease transaction, Silvi is taking Isbre shares in lieu of rent for a five-year period. Details of the Riverside lease appear in Exhibit III. Note: The letter of Intent has expired, but Isbre is confident that it can reactivate the lease on the same or better terms. Isbre maintains a good relationship with Silvi. Isbre will develop the Bristol site and lease the building to a co-packer which will operate the bottling plant. Isbre has a preliminary agreement with Linker Equipment Corporation, a 50-year old international bottling equipment manufacturer and beverage bottling company. The Bristol facility is an excellent location for logistic considerations. As shown in Illustration 6 below, the areas from southern Massachusetts to northern Virginia are within a 200-mile radius of Bristol. Isbre Holding Corp. 25 Confidential EFTA_R1_01521639 EFTA02444717
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1S B E Illustration 6: Bristol, PA O 2007 awns T•then...... imbue Nye 0.2007 Ann pO) lot loblebk. 144..11. ,CO' VII. U.S. Market — Packaging Plan The Company's Flexitank to US and Tanker to U.S. arrangements also generate flexibility and scalability. For example, the Company will be able to bottle "on demand' in different container sizes according to customer requests, resulting in unprecedented production flexibility. Isbre has already started exploring Tetra Pak containers as a way of providing additional flexibility in packaging. This "just-in-time" capability means that less storage space is required for raw material and bottled product, on-site or off-site, thereby reducing warehouse expense. The Company intends to market its water in the following sizes (see Illustration 7): • 330 ml PET • 1.5 liter PET • 0.5 liter PET • 3.0 liter PET • 1.0 liter PET • 1.0 liter glass Isbre will introduce a 1.0 liter glass bottle in 3O 2010. This bottle will be used for both still and sparkling Isbre water. The renowned graphic designer Milton Glaser has been engaged to design the glass bottle. An attractive glass bottle will support and enhance the fundamental value of the Isbre brand and help it maintain a strong presence in the super-premium category, in the on- premise and hospitality segments in particular. Isbre Holding Corp. 26 Confidential EFTA_R1_01521640 EFTA02444718
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ISBkE Illustration 7: lsbre Packaging •••• ng mono cerrromc mire p .— Itlalrlll 4-4 i IN( WORLD'S UP MIMING WATER' 11 (Nail ill le "Nelal•Sinr•CaPaa mo SIA .F el I RAE oing Ofintalr*G Warn 5 '4. Table 11 below shows forecasted growth in the U.S. Super-Premium bottled water market and the anticipated volume increases for Fiji and lsbre. Recognizing current economic conditions, as indicated in the footnotes, the forecast assumes future volume at significantly lower growth rates than historical levels. Table 11 also reflects a conservative assumption that Isbre achieves only 13% of total Super-Premium sales and 25% of Fiji sales in 2013. Table 11: lsbre Potential Share of Super-Premium Still Water 2007 2008 2009 2010E 2011E 2012E 2013 E uper-premium 1.3 181 188.2 19a.8 203.6 211./ 220.2 229 Fiji 1 ' 39.2 47 56.5 67.7 81.3 97.5 117 Fiji % of Super- Premium 22% 25% 29% 33% 38% 44% 51% isbre ' 104.559 205,920 146,720 1.597 4.818 8.927 14.699 lsbre %Super- Premium 0.0% 0.3% 0.3% 0.1% 2.2% 4.05% 6.4% sbre% of Fiji 0.26% 0.4% 0.25% 2.3% 5.0% 9.1% 12.56% 1. &Whore :I Gallons 2. Source. Sandal* Research 3.2007 emsal et. el ow: s: *realer (vs 104 area proeses tetel 1. 2001 actual. 20% growth trtere.Vter Ivi 39 2Kavg vow:- rate 2002-2063: 5 1007•20C9 actualtnan:egil Mac el Notctans dynamite. lsbre Holding Corp. 27 Confidential EFTA_R1_01521641 EFTA02444719
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I S kE The Non-US Market While the U.S. market is clearly important for Isbre, the opportunity outside of North America is a significant expansion opportunity for the company. According to data reported by Beverage Marketing Corporation, • Europe is the largest and most mature bottled water market worldwide. • The bottled water market in Asia has almost doubled in size since 2001 and sells roughly 80% as much bottled water as Europe. • South America is a modest growth, modest size market, although two Latin American countries, Mexico and Brazil, are among the top 10 worldwide in terms of bottled water consumption. Preliminary exploration of non-US distribution opportunities has been promising. • Isbre has entered into a distribution agreement covering a number of European countries • Isbre has had preliminary discussions with three firms to distribute Isbre in South Korea. China and Japan. • Several firms have shown interest regarding bottled and bulk water opportunities in the Middle East. The Global Bulk Water Sales Opportunity Isbre's bulk water sales strategy is quite simple: Isbre will sell water directly from its Osa Valley source to bottlers and other purchasers. In most cases, bulk water purchasers will be responsible for all steps of the bottling process, including commissioning the tanker which will take water from the Isbre source and transport to a bottling plant. For Isbre, the sale of water in bulk offers gross margins in excess of 90%. Until a comparable capability is developed, the Company will enjoy a compelling competitive advantage in the ability to create and exploit the international market for bulk water sales. The extent and composition of the bulk water sales market is unknown at this time. Prospective bulk water purchasers include: bottled water companies, governments (for civilian and military consumption), beverage manufacturers (e.g., beer, alcohol or other beverage producers seeking a large supply of ultra-pure water), and humanitarian organizations. Isbre Holding Corp. 28 Confidential EFTA_R1_01521642 EFTA02444720
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ISBRE IV. FINANCIAL INFORMATION OVERVIEW Isbre Holding Corp. 29 Confidential EFTA_R1_01521643 EFTA02444721
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IS 8 FtE Table 12: Isbre Projected Income Statement Isbre Holding Corp. 30 Confidential EFTA_R1_01521644 EFTA02444722
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IS IkE 2010 2011 2012 2013 2014 Year 1 Year 2 Yew 3 Year 4 YerS Volume US Gallons 1,597,077 4,818,761 8,927,993 14,699,167 22,414,661 Non-US Gallons 0 554,531 1,505,156 2.455,781 3,247,969 Bulk Gallons 17.904256 65,988,672 130.105,568 194 298,416 258,584,786 US Cases 500.000 1,375.000 2,403,800 3,834,600 5,747,800 Non-US Cases 0 150,000 400,000 650,000 8_50000 Other Cases 0 0 0 0 0 Revenue US Revenue 6,337,500 16,799,0:0 28,824,672 45,528,904 68,385,828 Non-US Revenue 0 1,280,000 3,536,000 4844,000 7,842,000 Promotional Discounts (49.563) (122,356) (262.860) (377.230) (464360) Bulk 1,331,913 4,811,382 9,426,774 14,438,154 19,194,932 Investment Income 220,918 378,897 408,273 763,411 1,281,655 Expenses US Packaging 3,582,732 6,859,198 12,054,154 19,801,986 29,888,450 US Freight 355,000 563,750 985,558 1,572,186 2,356,598 Non-US Packaging 0 762,500 2,050,503 3,309,500 4,331,500 Sea Transport 0 1,790,487 1,118,626 2.237.252 3,355,878 Water Usage Fee 233,888 856,344 1,531,745 1,715,554 1,715,554 US Plant(s) - CAM 0 40,000 50,000 75,000 75,000 US Plant(s) - Utilities 0 125,000 150,000 250,000 250,000 Marketing 1.456.750 3,712.700 7,067,738 9,655.600 12,695.802 US Salaries & Wages 650,000 1,335,000 2,095,000 2,350,030 2,780,000 US Benefits 195,000 400,500 628,500 705,000 834,000 Bristol Bottling Plant Wages 0 693,200 720.928 1,024,234 1,065.203 So. Cal Plant Wages 0 0 0 0 0 Bristol Benefits 0 207,960 216,278 307,270 319,561 So. Cal Benefits 0 0 0 0 Norway Wages&Benefits 0 80,000 84,000 88.200 92,610 Norway Electric 895 3,299 6,505 9,715 12,929 US HQ Rent 40,000 45,C® 50,000 50,000 60,000 Car Allowance 60,000 100,000 100,000 100,000 100,000 Telephone 15,000 25,740 28,314 30,000 30,000 Insurance 15,000 50,000 150,000 200,000 200,000 Travel 40,000 100,0:0 100,000 100,000 100,000 lab Testing 20,000 50,0:0 100,000 100,000 100,000 Postage/Delivery 8,400 10,920 13,104 14,414 14,414 Director Fees 0 50,000 80,000 80,000 80,000 Professional Fees 125,000 200,000 250,000 250,000 250,000 Transfer Agent Fees 20,000 28,122 30,000 30,000 30,000 Consulting Fees 75,000 150,000 225,479 232,498 232,498 Shareholder Communications 10,000 10,000 10,000 10,003 10,000 Depreciation 0 751,234 1,151,234 1,151,234 1,151,234 Interest Expense 0 0 0 0 0 Income before Tax 938,104 4,145,969 10,885,196 20,747,596 34,104,824 Income Taxes 0 0 0 (1.292.035) 13,641.930 EUITDA 938.100 4,897,203 12,034429 21,038,830 35,256,050 Operating Cash 727,860 3,983,332 10,154,305 17,521,579 17,028,001 Isbre Holding Corp. 31 Confidential EFTA_R1_01521645 EFTA02444723
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ISBRE V. OWNERSHIP AND MANAGEMENT Isbre Holding Corp. 32 Confidential EFTA_R1_01521646 EFTA02444724
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ISBkE Ownership The Company intends to establish U. S. subsidiaries for distribution of lsbre and for each U.S. bottling plant. The Company also intends to re-name itself (possibly as "Norwegian Water Resources, Inc.") to remove the "Isbre" brand from the corporate name. Capitalization / Public Market Status I Shareholders Isbre's shares are currently listed on the Pink Sheets under the symbol ISBH.PK. It is a non-reporting company. In Isbre's formative years, it was thought that it would be easier to raise equity capital as a public entity. At this stage of development, lsbre management is flexible as to the whether it should remain a public company. As of September 1, 2009, Isbre had 17,812,992 common/voting shares outstanding and 26,978,283 warrants outstanding. The warrants have strike prices ranging from $1.00 to $4.50. The average strike price is approximately $3.12. Approximately 95% of the warrants are priced at $3.00 or higher. If all warrants were exercised, an additional $82 million would be invested in Isbre. The vast majority of the warrants expire between 2014 and 2016. Since August 2004. Isbre has periodically raised equity capital through the sale of common stock to high net worth individuals and institutional investors. Equity raised during this time frame totaled approximately $8 million. The Warrant Exchange Program In August 2009, the Company introduced a Warrant Exchange Program. The WEP seeks to achieve the two important goals of raising needed capital for the Company and mitigating the "warrant overhang" concern cited by several potential Isbre investors. The Cash Exchange. Warrant holders have the option to exercise their warrants at 10% of the strike price. Most of the warrants have a strike price of $3.00, translating into a $0.30 program strike price. The Cashless Exchange. Warrant holders also have the option to exchange a warrant for a fractional share of lsbre stock. Example: 10,000 warrants with a strike price of $3.00 can be exchanged for 0.3 share, producing 3,000 shares of IHC common stock. The different warrant strike prices and fractional share amounts are as follows: Warrant Strike Price Fractional Share $1.00 0.90 $1.50 0.60 $2.00 0.45 $3.00 0.30 $3.20 0.28 $3.50 0.25 $4.50 0.15 As of February 1, 2010, 6,972,554 warrants have been exchanged for 2,205.458 shares in cashless exchanges and 1,883,129 warrants have been converted into the same number of shares at the reduced strike prices. Note: Since there is no way of predicting participation in the Warrant Exchange Program, Isbre Holding Corp. 33 Confidential EFTA_R1_01521647 EFTA02444725
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ISB E there is no way of predicting the number of warrants that will be exchanged or the amount of proceeds that will be raised through the program. Approximately 11 million shares, or 64% of total common shares outstanding (pre-Warrant Exchange Program), are owned by employees and affiliated shareholders. Table 13 below shows the breakout of the larger holders. Table 13: Major Isbre Shareholders Common Shares % of Total NorgeWater U.S.A. (a) 3,844,387 21.5% Bjorn V. Seljevold 2,765,770 15.8% Pure Capital (b) 1.650.000 9.4% Forum Asset Management (c) 1.000.000 5.7% William D. Siegel 906,250 5.2% Karl Sandoy 589,190 3.4% Stevan Sandberg 479,062 2.7% Subtotal 11,234,659 63.7% Other 6,415,446 36.3% Total (d) 17,650,105 100.0% (a) Norgewater U.S.A. is an informal collective of -friends IS family" of Mr. Sandberg. (b) Pure Capital is a Norwegian Investment Company with 3 shareholders: Svein Johnson (50%), Blom Hanevik (40%) and Kjetil Lien (10%). Svein Johnsen has founded several Norwegian companies, including the mobile company Chess, where he was the CEO. The company was sold to TeliaSonera for over $350 million after only three years of operation. Bjorn Hanevik was the architect behind the biggest lottery company in Norway. The company was sold to UBS five years ago. Mr. Kiehl is an investor in stocks and real estate. (c) Founded in 2001 and based in New York City, Forum Asset Management is a global investment manager that focuses in fixed-income and emerging markets. (d) Shareholdings will be affected by participation in the WEP. Isbre Holding Corp. 34 Confidential EFTA_R1_01521648 EFTA02444726
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ISBRE Management Stevan A. Sandberg, President; Director From 2001 to 2006, Mr. Sandberg was the President of Advisory Services at The Staubach Company, where he was also a member of the Board of Directors. From 1987 to 2001, he was employed at Cushman & Wakefield and served on the Board of Directors and Executive Committee during this time. His responsibilities at Cushman & Wakefield included General Counsel and Secretary from 1987 to 1997 and Executive Vice President, Strategic Advisory Services, from 1997 to 2001. From 1982 to 1987, Mr. Sandberg was The Rockefeller Group General Counsel, Real Estate & Corporate Finance. From 1977 to 1982, he was a Real Estate Associate at Shearman & Sterling and Kelley, Drye & Warren. Mr. Sandberg graduated from Dartmouth College and earned his Law Degree from Harvard Law School. In 2004, Mr. Sandberg was engaged by lsbre as a real estate consultant. In the course of the engagement, he formed an investor group that became a significant investor in the Company. Mr. Sandberg went on lsbre's Board of Directors in 2005 and became President in 2006. William A. Louttit, Executive Vice President; Director Mr. Louttit began his retail career as a part-time clerk in a Grand Union supermarket and rose to become Executive Vice President and Chief Operating Officer of the Grand Union Company. He also served on Grand Union's Board of Directors and Executive Committee. Mr. Louttit was also Chairman and Chief Executive Officer of the Northeast group of the Great Atlantic & Pacific Tea Company, encompassing Metro A&P, Waldbaums, Super Fresh and Food Emporium stores. Mr. Louttit is a member of the New Jersey Food Council, where he was voted Retailer of the Year in 1991. Isbre Holding Corp. 35 Confidential EFTA_R1_01521649 EFTA02444727
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ISBkE Board of Directors James M. Stevens Sr., Director Mr. Stevens is Chairman of J.M. Stevens & Associates, Inc. a beverage industry consulting firm, established in 1997, and Co-Founder of Dutcher Crossing Winery of Healdsburg, California. His beverage experience, ranging over 35 years, includes introducing Perrier to the U.S. in the 1970's, which helped establish bottled water as a beverage category of its own. Mr. Stevens served during 2000 as President and CEO of the Danone Water Company of North America while continuing to operate his consulting firm. From 1992 through 1996 Mr. Stevens was President and CEO of the Suntory Water Group, growing it to the nation's second largest bottled water company. At Suntory he was successful in establishing the Crystal Spring brand as the Official Bottled Water of the 1996 Olympic Games in Atlanta. In 1986, he joined Coca-Cola Enterprises and was named executive vice president and COO in 1989. From 1969 to 1976, Mr. Stevens held key management positions with Pepsi-Cola Bottling Group, Purchase, New York. Mr. Stevens holds a Bachelor of Arts degree from Moravian College, Bethlehem, PA, where he majored in business and psychology. Bjorn V. Seljevold, Director Mr. Seljevold is the former CEO and Chairman of the Company, a position he held from the Company's inception in 1996 until February 2007. A former officer and pilot with the Royal Norwegian Air Force. Mr. Seljevold moved to the United States in 1982. In 1984, he formed Suffolk Helicopters, Inc. (subsequently renamed American Helicopter Corp.), which was one of the first aviation companies to conduct airborne traffic surveys. American Helicopter Corp. also became a major flight training facility. Christopher H. Bartle, Director Mr. Bartle has practiced law since 1982 at such firms as: Simpson Thacher & Bartlet, Paul, Weiss, Rifkind, Wharton & Garrison, and Dolgenos, Newman & Cronin. His practice of law has included corporate, environmental, litigation, bankruptcy and real estate. In 2005, Mr. Bartle joined the APC Group. a buyer of distressed real estate and loan assets. In addition to Isbre, Mr. Bartle is currently a board member of the following companies: Boylan Bottling Co.. Inc., Crayons, Inc. (Advisory Board), SweetskinZ, Inc., and Brand Name Management, Inc. Mr. Bartle graduated from Yale University and earned his law degree from Yale Law School. Bjorn Hanevik, Director Mr. Hanevik was the architect behind the biggest lottery company in Norway. The company was sold to UBS five years ago. Isbre Holding Corp. 36 Confidential EFTA_R1_01521650 EFTA02444728
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IS 8 IkE VI. EXHIBITS Isbre Holding Corp. 37 Confidential EFTA_R1_01521651 EFTA02444729
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ISB kE EXHIBIT I. Use of Proceeds Osa Infrastructure $ 1,700,000 Bristol Retrofit $ 2,300,000 Bristol Bottling Line $ 1,500,000 Bristol Storage Tank $ 3,600,000 Marketing $ 1,800,000 Product Expansion $ 1,000,000 Working Capital $ 2,100,000 TOTAL $ 14,000,000 Isbre Holding Corp. 38 Confidential EFTA_R1_01521652 EFTA02444730
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ISBRE EXHIBIT II. Patents and Trademarks Country of Registration Registration Mark Filing Serial Number Filing Date Number Date BLASTER USA 78/632,249 11/30/2005 BOTTLE DESIGN USA 76/639,785 05/31/2005 3,149,320 09/26/2006 ISBRE Canada 835,590 02/05/1997 TMA569,466 10/23/2002 European ISBRE Union 835,590 02/05/1997 000472803 09/30/1998 ISBRE Mexico 559237 03/07/2007 ISBRE Singapore T06/23535G 11/02/2006 ISBRE NORWEGIAN GLACIER WATER and design USA 76/444,348 08/28/2002 2,736,395 07/15/2003 MISCELLANEOUS BOTTLE DESIGN Singapore T06/23533J 11/02/2006 OSA USA 76/497,873 03/17/2003 3,159,336 10/17/2006 THE WORLD'S BEST European DRINKING WATER Union 001815893 001815893 08/02/2002 THE WORLD'S BEST DRINKING WATER Singapore 106/23524A 11/02/2006 THE WORLD'S BEST DRINKING WATER USA 75/476,665 2,358,787 06/13/2000 THE t SITED STATES OF A3lt RICA Itedn•esSea %.t.wh,r feta ration Moe 33311.717 Juni 0.340 ■ IMae MOM nom Wm at-nil nan•Can nanOndOnntonOt Cr fininnaaal. Ilisnedlioanniamn imespimmiellaimisdowimin. THE WORLD'S REST DRINKING WATER • •• • • • • • • • • n • p •1 lU 1S ab . l l e it e e rmlnintla . I . S . I i P ii P m I• a Ip s m s it ia a m m lid p a s il dwan•O• rouses' MI•0 \Ir.Il 14 41I V 114.. OUCH PrOIP Ir/ ISA ...II I. 111,4:3VOI3 114 Wein Mt UST °RISC...Gnat' Rtna wnn36 ..... 44%•••11 I NO IKE 314013 N ,Y•IMI MCI. 1.1.111. • Jofta a• r6. roans: ...pawa . 1µd .-%t,.. N..* •ftionte.M.1.varanafteingftftor 'ft ft. ft.a M a./ reirriftz. An. ad:s.a.e. nt4v•••• Mat o .watafte ..µ.....•••••••1/./......• M rer.6.,,v•• Menlo "On Illie.M.Wwwft. or”.1...ftrufteft14/41.. s'IlroftueI balmf t.O. tit.. •thnt t soy v.a aft.peftwaotek n..h arrla..µrrtnMJ nuennfleaso ftoistatftmpft4 J e f r t n li e — ft . SS/a 3.36.•43.30- eV., MIS •• •• • r /MSS *I NO.'S'I V MSS/ 1914 a. b.lft. Aft Isbre Holding Corp. 39 Confidential EFTA_R1_01521653 EFTA02444731
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IS B kE EXHIBIT III. Bristol PA Riverside Industrial Center Lease Details Premises Lease Terms Landlord Equity 38,220 sq. ft. on Term: 15 years In return for the 5-year free rent first floor and period and various other concessions 100,576 sq. ft. on Rent: Lease Years 1-5, no cash rent. and benefits, the landlord will receive second floor; 898,325 shares of lsbre stock. Lease Years 6-8: $2.88 per sq. ft. 138,796 sq. ft. total. Easements Lease Years 9-11: $3.15 per sq. ft. relating to use of dock, tanks and Lease Years 12-14: $3.44 per sq. ft. piping Lease Year 15: $3.76 per sq. ft. Tank Land Rent: $0.50/sq.ft. increasing by $0.10 each 5 years CAM: Repair & Maintenance: 5% of base rent Insurance: $0.05/sq.ft. Real Estate Taxes: $0.11/sq.ft. Landlord Work: Base building improvements, elevator repairs, loading dock door replacements, electrical upgrade, base heating system Tenant Work: The Company estimates up to $1,200,000 in tenant building improvements. Additional work includes a water storage tank and the piping necessary to carry the water from the ship to the tank. Security: Two months average rent ($64,000) Options to Renew: The Company has two options to renew the lease term, each for a ten-year period, at a rental rate equal to fair market rental value Option to Expand: The Company has the right to lease other space becoming available in the building Isbre Holding Corp. 40 Confidential EFTA_R1_01521654 EFTA02444732
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