UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK


----------------------------------------------------------------


DOWSER, LLC,


 


	Plaintiff,	 	STIPULATION OF SETTLEMENT
	 	 	 
	-against-	 	 
	 	 	 
	BOREAL WATER COLLECTION, INC., and BOREAL WATER, INC.	 	09 CIV 3686 (LAP)(GAY)
	 	 	 
	Defendants,	 	 
	---------------------------------	 	 


 


THIS STIPULATION AND AGREEMENT is
made as of May 24, 2012 by and among plaintiff Dowser, LLC, its successors and assigns (“Dowser”) and defendants Boreal
Water Collection, Inc., its successors and assigns (“Boreal”), and Boreal Water, Inc., its successors and assigns.


 


WHEREAS, on April 11, 2010 plaintiff
filed a summons and complaint dated April 10, 2010, with the United States District Court for the Southern District of New York;
and


 


WHEREAS, the parties desire to settle
and resolve the matters set forth in the complaint and to avoid the expense and inconvenience of continued litigation;


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises contained herein, and other good and valuable consideration, receipt whereof is hereby acknowledged,
the parties agree as follows:


 


1. The foregoing recitals are hereby incorporated
into this agreement as though fully set forth at length.


 


2. Boreal Water, Inc. is hereby dismissed
from this action.


 


3. Boreal and Dowser shall execute all settlement
documents on or before 5:00 P.M. on May 24, 2012. Time is of the essence.


 






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4. Boreal shall pay to plaintiff the
sum of $75,000 in good funds as follows:


 


A. Twenty-five thousand dollars
($25,000) no later than 5:00 P.M. EST May 24, 2012 by wire transfer transmitted and sent by Gellert & Klein, P.C.; and


 


B. Fifty Thousand dollars ($50,000)
received by Gellert & Klein, P.C. no later than 5:00 P.M. EST on July 9, 2012, and


 


C. Each check or wire transfer shall be
made payable to Gellert & Klein, P.C., and Boreal’s attorney has already been provided wire transfer instructions.


 


D. Boreal shall sign and deliver confessions
of judgment for the sum of $75,000 to Dowser upon the signing of this settlement agreement. The confessions of judgment shall
be held in escrow by Dowser’s counsel and will not be used unless there is a monetary default under this agreement. Exhibit
A.


 


5.           A. There shall be no cure provided
with regard to the first payment of $25,000.


 


B. With regard to the $50,000 payment, in
the event that payment is not timely received in good funds, notice of default shall be sent to defendants via facsimiles at their
fax number of 845-794-0016 and via email address of F.Lavoie@borealwater.com. Notice of such default shall also be sent
via email to defendants’ counsel, Jacob Billig, Esq. at jbillig@blblaw.com. Notice to cure shall be deemed received
as of the date sent and Boreal shall have five days from the date indicated on the notice of default to cure such monetary default.


 


C. In the event of a default in
payment which is not timely cured, the entire unpaid balance shall be due and Dowser may file the confessions of judgment.
The confessions of judgment include interest, attorneys fees and costs of collection.


 






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6. Boreal shall also convey to
Dower all its right, title and interest to its 3, 5, and 6 gallon water bottling line and all related equipment (“the
line and equipment”) as set forth below:


 


15 metal racks (plus racks in transit
and market) 3, 5, 6 gallon bottles


 


9 plastic racks (plus racks in transit
and market) 6, 5, 6 gallon bottles


 


All 3/5/6 gallon Bottling line and
parts, connections related equipment including:


Severn Trent 5-head filler SN: 6867/126
1200 BHP


Stainless Steel power conveyer - Cleat
for caps


Dostal & Lowey Washer: SN 1.F873.89
MOD IV F&C 4 Stage


Severn Trent decapper SN: 8551/j3422


Closure Elevator, Feeder & Hopper system


Videojet Inkjet Coder SN: E92112002
Series 100


Approx. 40’ assorted conveyor


PLC for total system control and all connections


Integrated water treatment/filter/ozonator.


 


574-5 Gallon Bottles


 


66-3 gallon Bottles


 


List of All 3/5/6 Gallon &
Distributor Customer and related distributor information - pricing, volumes.


 


40 Crates


 


Boreal
represents and warrants that the foregoing items are all the items which Boreal owns and constitutes the line and equipment
concerning the 3, 5 and 6 gallon bottling business at the time of signing of this Agreement.


 


A. Boreal shall sign
and deliver a bill of sale to Dowser for the line and equipment in the form attached as Exhibit B simultaneously with the
signing of this agreement.


 


B. Boreal shall sign
and deliver to Dowser a UCC Financing statement with respect to the line and equipment in the form attached as Exhibit C
simultaneously with the signing of this agreement.


 






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C. Before 10:00
A.M. on May 25, 2012, Boreal under observation by a Dowser representative shall:


 


(i) turn off and
disconnect and stop the use of the line and equipment;


 


(ii) remove key
process controller cards from the line and equipment; and


 


(iii) the
key processing cards shall be held for safekeeping by Boreal’s attorney, Jacob Billig, Esq., in escrow. A photograph
and/or receipt of those items to be held in safekeeping shall be made simultaneously at the time of the removal of the items.


 


(iv) Meter
readings shall be taken and agreed upon by Dowser and Boreal on May 25, 2012 as evidence of usage as of that date and time.


 


D. Boreal shall
not use the line and equipment thereafter.


 


E. Dowser
shall take possession of all of Boreal’s 3, 5 and 6 gallon refillable containers, their racks, and self-stackers as
listed as part of the line and equipment effective May 25, 2012, or as soon thereafter as reasonably practical.


 


F. Boreal shall
maintain and store at no charge, in situ, and free from harm or damage, the line and equipment at its Kiamesha
facility without operating it or permitting anyone other than Dowser, its owner, to operate or use it, but only
for testing/examining the equipment and line (not for production). Boreal acknowledges and agrees that Dowser is not
responsible for any deposit liabilities for the line and equipment, particularly but not limited to, bottles and racks.
Boreal represents that it does not own the distributor bottles.


 


G. Boreal shall
hold Dowser harmless and indemnify Dowser from any and all claims and/or actions arising from creditor, of Boreal or Arctic
Falls with respect to the transfer of ownership of the line and equipment, bottles racks and storage of items at
Boreal’s facility including without limit, matters arising from this agreement.


 






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H. Boreal
shall maintain appropriate liability insurance coverage for the line and equipment not limited to, water or fire or other
physical damages as well as from injuries in connection with the storage of the equipment and line. Proof of insurance shall
be provided semi-annually to Dowser. Dowser shall be named as the payee after existing creditors with prior UCC filings on
said insurance policies.


 


I. Any selective
lifting of the existing lien which continues to encumber the line and equipment shall be a breach of this agreement. Boreal
further agrees that it shall first satisfy the liens against the line and equipment in any other financing by Boreal.


 


J. Dowser
shall have the right during normal business hours to inspect Boreal’s facility for compliance with the line and
container equipment provisions above stated after providing no less than 24 hours notice.


 


K. The key
processing cards held for safekeeping shall be delivered to Dowser at Dowser’s request.


 


7. Boreal hereby grants to Dowser
exclusive master bottling rights to fill and distribute water in reusable 3, 5 or 6 gallon bottles bearing the name and/or
mark “Leisure Time” for a transitional period of two years. Dowser acknowledges and agrees that within
the transitional two year period Dowser will switch all bottles to Dowser bottles. After the transitional two year period,
Dowser will not use the trademark “Leisure Time” anymore in its operations.


 


8. Boreal also hereby grants to
Dowser all of Boreal’s rights to sell and market 3, 5, and 6  gallon bottles of water bearing the name and/or mark
“Leisure Time” for a transitional two year period. Dowser will switch all bottles to Dowser bottles.


 


9. Boreal also hereby conveys
to Dowser all of its distributor contracts for the sale of its 3, 5 and 6 gallon water products. If there are
assignability clauses in any such contracts Dowser has the right to the use and benefit of such assignment rights at its sole
choice and election.




 


 






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10. Boreal shall distribute via facsimile
and/or email a written announcement on its letterhead in the form attached as Exhibit D,
signed by Francine Lavoie as President no later than noon on May 25, 2012, Boreal shall provide written confirmation of such notification
to Dowser no later than 1:00 P.M. on May 25, 2012.


 


11. Boreal, its subsidiaries,
successors, assigns and affiliates and their executive employees and directors shall not for a period of five (5) years from
the date of the agreement, either directly or indirectly, for Boreal or any third party, become engaged in any business or
activity that is directly or indirectly in competition with any Dowser’s marketing or sales or customers in the 3, 5,
6 gallon water business during this period. Boreal cannot assign, convey or allow anyone else to have such rights in
Southern New York State including the Hudson Valley and south of Albany, and Northern New Jersey. The parties have
attempted to limit Boreal’s right to compete only to the extent necessary to protect Dowser from unfair competition in
regard to the 3, 5 and 6 gallon water business. The parties recognize, however, that reasonable people may differ in
making such a determination. Consequently, the parties hereby agree that, if the scope of enforceability of the restrictive
covenant is in any  way disputed at any time, a court or other trier of fact may modify and enforce the covenants to the
extent that it believes the covenant is reasonable under the circumstances existing at that time.


 


12. The parties shall sign any
further documents to effectuate this settlement agreement and its terms the rights conveyed by this agreement, including, but
not limited to required notifications to the NYS Department of Health.


 






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13. In the event Boreal
defaults and/or breaches any of the terms of this agreement other than the payment terms set forth in paragraph 4 above (for
which the provisions of this agreement regarding the affidavits of confession of judgment pertain) then, upon notification
from Dowser, Boreal will have ten (10) business days to cure any such non-payment breach/default. In the event the
default/breach is not timely cured by Boreal, then Dowser may apply to the Court in this action, which has retained
jurisdiction for enforcement of this settlement agreement, for an immediate injunction or direction that Boreal will take the
steps necessary to promptly remedy such breach and Boreal waives the posting of a bond by Dowser for such relief. It is
further agreed by Dowser and Boreal that in the event of any such form of breach Boreal shall owe and be required to pay the
amount of $150,000 to Dowser and Dowser shall be entitled to judgment in that amount which amount serves as full compensation
to Dowser for the harm done to Dowser by any breach of any part of this agreement. However, there shall be no cure period
provided for any voluntary breach by Boreal which results in filing of all liens which cloud or impair Dowser’s rights
to the line and equipment to Dowser under this agreement.


 


14. The remedies provided in
this Agreement shall be in addition to any legal or equitable remedies existing at law and shall not be construed as a
limitation upon, or in lieu of, any such remedies.


 


15. This Agreement shall be governed
by the laws of the State of New York.


 


16. Upon removal of the line and equipment
from Boreal’s premises, Dowser and its moving agent(s) agrees to leave the vacated space “as is” and will use
best efforts to minimize any consequential damage, and shall not be responsible to restore the premises to a pre-installation
condition.


 


17. Dowser shall have the right
during normal business hours to inspect Boreal’s facility for compliance with the storage and disconnection and non-use
of the equipment as well as the transfer of containers after giving no less than 24 hours notice.


 


18. The parties intend that the
payment by defendants to plaintiff in the sum of $75,000 and the transfer of other rights and equipment and all terms of
settlement are intended to be a contemporaneous exchange for consideration of a new value in the form of plaintiff’s
compromise of its claims as set forth in the above-captioned action.


 


19. Each of the parties hereto has participated
in the drafting and negotiation of this document and for all purposes this agreement, and every provision in it shall be deemed
to have been drafted jointly by each of the parties hereto. There shall not be a presumption or construction against any party
and signatory hereto, each party and signatory expressly waiving the doctrine of contra proferentem...


 


20. This agreement, including any
exhibits hereto, contains the entire understanding of the parties in respect of its subject matter and supersedes all prior
and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.


 


21. All notices, requests, demands
and other communications under this agreement shall be in writing and shall be deemed to have been duly given, on a date
three days after the date such notice is so sent, if delivered via regular first class mail through the United States Postal
Service and email to the parties at the following addresses:


 


on behalf of Boreal


Jacob R. Billig, Esq.


Billig, Loughlin & Baer, LLP


543 Broadway - P.O. Box 1447


Monticello, NY 12701


 


jbillig@blblaw.com


 


 


 






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on behalf of Dowser


Keith G. Ingber, Esq.


Gellert &
Klein, P.C.


75 Washington Street


Poughkeepsie, NY 12601


845-454-4652 (fax)


kingber@gklaw.us


 


 


Any
party designate in writing another person or another place to which notices to it shall be sent, provided such notice is in
writing and delivered to the appropriate parties as provided herein.


 


22. This agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all such counterparts together constitute one and
the same Agreement. Further, this agreement is effective upon receipt of facsimile signature pages.


 


23. The United States District
Court for the Southern District of New York (Hon. George A. Yanthis) shall retain jurisdiction for the purpose of enforcing
the terms of this agreement and settlement and the parties shall jointly request that this stipulation be “so
ordered” by the Court.


 


24. If any provision of this
stipulation may prove unenforceable or illegal, the remainder of this stipulation shall not be affected thereby.


 


25. The parties acknowledge that each
has sought and obtained independent legal advice from counsel of their own selection; that the plaintiff has been represented
by Lillian S. Weigert, Esq., Gellert & Klein, P.C., 75 Washington Street, Poughkeepsie, New York 12601, and that the
defendants have been represented by Jacob R. Billig, Esq. Billig Loughlin & Baer, LLP, 543 Broadway - P.O. Box
1447, Monticello, NY 12701, and that each of the parties has been fully informed of their legal rights and obligations with
respect to the subject matter of this Stipulation and Agreement. Each party represents that they have carefully read this
Stipulation and Agreement and understands  its provisions. Each party is responsible for the payment of his and her own
counsel fee expenses and each shall hold the other harmless therefrom.


 






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26. Each
party represents that it is fully empowered and authorized to enter into this Stipulation and Agreement, to compromise the
claims raised in the above-captioned actions and to issue the releases provided for herein. The parties further represent that
no other person, firm, corporation, partnership, or other entity of any kind or nature has any interest in the claims being
resolved herein; and they they have not assigned, transferred or in any way permitted anyone to acquire such an interest, nor
is anyone capable of asserting any claims arising out of or related to the facts related in the pleadings in the
above-captioned matters, except to the extend indicated herein.


 


27.  No delay,
indulgence, waiver, non-enforcement, election or non-election by Dowser under this Stipulation and Agreement will be deemed
to be a waiver of any other breach by Boreal, nor shall it affect Boreal’s duties, obligations, and liabilities hereunder.


 


28. A representative of each
party with counsel shall appear before the Honorable George A. Yanthis to allocate this settlement upon the record and for the
settlement to be so ordered.


 


29. Plaintiff and defendants
shall release each other as set forth below except no provision of such release is effective unless and until each and every
term of the settlement agreement has been met and complied with by the party to be released. In the event Boreal defaults in
any regard hereunder, the release granted it by Dowser shall not be effective:


 


 



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A. Release: As a
condition of this settlement, Boreal [for the purpose of this paragraph, the Releasor], hereby releases and discharges Dowser
[for purposes of this paragraph the Releasee] Releases’ heirs, executors, administrators, successors, predecessors,
partners, shareholders, directors, officers, employees, attorneys and assigns from all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies,
agreements, promises, variances, tresspasses, damages, judgment, extents, executions, claims, attorneys fees, penalties,
fines, losses, costs of any kind, and demands whatsoever, in law, admiralty or equity, including claims for contribution
and/or indemnity, which were asserted or raised by the parties of this Agreement and Release in the action or which could
have been asserted or raised by said parties which against the Releasee, the Releasor, Releasor’s heirs, executors,
administrators, successors, precedessors, partners, shareholders, directors, employees, attorneys and assigns ever had, now
have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release, whether presently known or unknown, foreseen or unforeseen.


 


B.
Release: As a condition of this settlement, Dowser [for the purpose of this paragraph, the Releasor], hereby releases and
discharges Boreal [for purposes of this paragraph the Releasee] Releasees’ heirs, executors,
administrators, successors, precedessors, partners, shareholders, directors, officers, employees, attorneys and assigns from
all actions, causes of action, suits, debts, dues, sums of money, accounts, promises, variances, tresspasses, damages,
judgment, extents, executions, claims attorneys fees, penalties, fines, losses, costs of any kind, and demands whatsoever, in
law, admiralty or equity, including claims for contribution and/or indemnity, which were asserted or raised by the parties to
this Agreement and Release in the action or which could have been asserted or raised by said parties which against the
Releasee, the Releasor, Releasor’s heirs, executors, administrators, successors, precedessors, partners, shareholders,
directors, employees, attorneys and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason
of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Release, whether
presently known or unknown, foreseen or unforeseen.


 


 






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30. The signing
of this agreement by Francine Lavoie and the wiring of the first $25,000 from Boreal’s counsel signifies that
Francine Lavoie is authorized on behalf of Boreal and Boreal Water, Inc. (for purposes of paragraph 2) to enter into this
agreement and has done so. Further, Francine Lavoie has until May 30, 2012 to provide an original and copy of this agreement
and all pertinent attachments fully and appropriately notarized by a United States Official or Notary.


 





	 	DOWSER, LLC

    BY:

    

    /s/ C. Thomas Tenney

    C. THOMAS TENNEY, President of Managing Member

    

    BOREAL WATER COLLECTION, INC.

    BY:

    

    /s/ Francine Lavoie

    FRANCINE LAVOIE, CEO

    

    

    BOREAL WATER, INC.

    BY:

    

    /s/ Francine Lavoie

    FRANCINE LAVOIE, CEO




 


 


 


 






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Paragraph 2.


 





	STATE OF NEW YORK	)
	 	) SS:
	COUNTY OF ORANGE	)




 


 


On May 25, 2012, before me personally came C. Thomas Tenney, Jr.
personally known to me or proved to me on the same basis of satisfactory evidence to the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his capacity as President of Manager of Dowser,
LLC., and that by this signature on the instrument, the individual, or the person upon behalf of which the individual acted,
executed the within instrument by order of the board of directors of said corporation, and otherwise with all requisite authority.


 





	 	/s/ Dana J. Harvey
	 	Notary Public



 


Dana J. Harvey


Notary Public - State of New York


No. 01HA6237049


Qualified in Orange County


My Commission Expires March 14, 2015


 


CANADA


Province of Quebec


City of Montreal


Consulate General of the


United States of America


 


On June 5, 2012, before me personally came FRANCINE
LAVOIE personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as CEO of BOREAL WATER
COLLECTION, INC., and Boreal Water, Inc. for purposes of paragraph 2 and that by her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.


 








	 	/s/ Joan R. Sinclair
	 	Notary Public

    Vice Consul of the United States of America



 


 






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SUPREME COURT OF THE STATE
OF NEW YORK

COUNTY OF SULLIVAN


 


	DOWSER, LLC,	
	Plaintiff,	 
	- Against -	AFFIDAVIT OF
		CONFESSION OF
	BOREAL WATER COLLECTION., AND	JUDGMENT
	BOREAL WATER, INC.,	 
	 	Index No.
	Defendants.	 




 


 


CANADA


Province of Quebec


City of Montreal


Consulate General of the


United States of America


 


FRANCINE LAVOIE, being duly sworn deposes and says:
 that deponent is the President of Boreal Water Collection, Inc., and Boreal Water, Inc., domestic corporations, and is
duly authorized to make this affidavit on behalf of the corporate defendants herein,


 


The defendants and each of them jointly and severally
hereby confess judgment herein in favor of plaintiff Dowser, LLC and authorizes entry of a money judgment against them in the
sum of $75,000,000.00 plus $3,500 for legal fees plus costs of collection less any sum of any payments made pursuant to the
terms of the Settlement Agreement executed simultaneously herewith.


 


That defendant authorizes entry of this judgment in any county
within the State of New York.


 


This confession of judgment is for a debt justly due to
the plaintiff from Boreal Water Collection, Inc., Boreal Water, Inc., arising from the following facts: That certain
settlement agreement dated as of May 24, 2012.


 





	 	BOREAL WATER COLLECTION, INC.
		 
	BY:  	/s/ Francine Lavoie
	 	FRANCINE LAVOIE, President



 


 


 


 


Sworn to before me


this 5th day of June 2012


 


/s/ Joan R. Sinclair


Notary Public


 


Joan R. Sinclair


Vice Consul of the United States of America


 






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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK


 


	DOWSER, LLC,	
	Plaintiff,	 
	- Against -	AFFIDAVIT OF
		CONFESSION OF
	BOREAL WATER COLLECTION., AND	JUDGMENT
	BOREAL WATER, INC.,	 
	 	09 CIV 3686 (LAP) (GAY)
	Defendants.	 




 


 


CANADA


Province of Quebec


City of Montreal


Consulate General of the


United States of America


 


FRANCINE LAVOIE, being duly sworn deposes and says:
 that deponent is the President of Boreal Water Collection, Inc., and Boreal Water, Inc., domestic corporations, and is
duly authorized to make this affidavit on behalf of the corporate defendants herein,


 


The defendants and each of them jointly and severally
hereby confess judgment herein in favor of plaintiff Dowser, LLC and authorizes entry of a money judgment against them in the
sum of $75,000,000.00 plus $3,500 for legal fees plus costs of collection less any sum of any payments made pursuant to the
terms of the Settlement Agreement executed simultaneously herewith.


 


That defendant authorizes entry of this judgment in any county
within the State of New York.


 


This confession of judgment is for a debt justly due to
the plaintiff from Boreal Water Collection, Inc., Boreal Water, Inc., arising from the following facts: That certain
settlement agreement dated as of May 24, 2012.


 





	 	BOREAL WATER COLLECTION, INC.
		 
	BY:  	/s/ Francine Lavoie
	 	FRANCINE LAVOIE, President



 


 


 


 


Sworn to before me


this 5th day of June 2012


 


/s/ Joan R. Sinclair


Notary Public


 


Joan R. Sinclair


Vice Consul of the United States of America


 






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BILL OF SALE


 


KNOW ALL MEN BY THESE PRESENTS, that Boreal Water Collection,
Inc. and Boreal Water, Inc., P.O. Box 220, 4496 Route 42N, Kiamesha Lake, New York 12751,


 


In consideration of the settlement of that certain
lawsuit captioned Dowser, LLC, v. Boreal Water Collection, Inc. and Boreal Water, Inc. Docket No.: 09 CIV 3686 (LAP)(GAY),
the receipt whereof is hereby acknowledged, hereby sell and convey to Dowser, LLC the following described equipment regarding
the 3, 5, 6 gallon bottling line;


 


15 metal racks (plus racks in transit and market) 3, 5, 6 gallon bottles


 


9 plastic racks (plus racks in transit and market) 3, 5 6 gallon bottles


 


All 3/5/6 gallon Bottling line and parts,
connections, and related equipment including:


Severn Trent 5-head filler SN: 6867/126 1200 BPH


Stainless Steel power conveyer - Cleat for caps


Dostal & Lowey Washer: SN 1.F873.89 MOD
IV F&C 4 Stage


Severn Trent decapper SN: 8551/J3422


Closure Elevator, Feeder & Hopper system


Videojet Inkjet Coder SN: E92112002 Series 100


Approx. 40’ assorted conveyor


PLC for total system control and all connections


Integrated water treatment/filter/ozonator.


 


574 - 5-Gallon Bottles


 


66 - 3-Gallon Bottles


 


List of All 3/5/6 Gallon & Distributor
Customer and related distributor information - pricing, volumes.


 


40 Crates


 


 


Boreal Water Collection, Inc. and Boreal Water, Inc. hereby covenant
and represent that we are the lawful owners of the said equipment that we have the right to sell the same as aforesaid. Subject
to lien until refinancing.


 






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IN WITNESS WHEREOF, We have hereunto set our hands and seals
this June 5, 2012.


 





	 	Boreal Water Collection, Inc.

    By:

    

    /s/ Francine Lavoie

    Francine Lavoie, President

    

    Boreal Water, Inc.

    By:

    

    /s/ Francine Lavoie

    Francine Lavoie, President

    




 


 


 


 


 


 






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boreal w a t e r


collection


 


 


May 25, 2012


 


To all Boreal’s 3, 5, and 6 Gallon Distributors:


 


Effectively immediately, Boreal Water Collection Inc.
has granted and licensed exclusive mater bottling rights to Dowser, LLC, of Newburgh, NY to bottle Leisure Time water in 3,
5, and 6 gallon refillable containers bearing the name Leisure Time.


 


Boreal and Dowser have notified the New York State Department of
Health of this transfer and the immediate termination of Boreal’s 3, 5 and 6 gallon bottling operations.


 


I encourage you to continue your refillable co-packing activities
with Dowser, and I assure you of my full support in the transfer of your 3, 5, and 6 gallon business to Dowser.


 


Dowser has agreed to honor your current pricing with Boreal.


 


Please contact Mr. Glenn Barnes of Dowser. He may be reached at
(800) 724-1084, and his staff is firmly committed to a smooth and professional transition for you.


 


Thank you.


 


/s/ Francine Lavoie


 


Francine Lavoie


CEO


Boreal Water Collection, Inc.