Eden Springs Ltd.

April 10, 2003

      Compass Advisers is pleased to announce the joint venture / sale agreement between the family-owned Israeli water delivery company, Eden Springs Ltd. ("Eden Springs"), and the French multi-national, Groupe Danone.  This transaction has hybrid features of both a traditional joint venture and a sale, along with elements of contract management and trademark licensing.  This joint venture creates the largest pan-European home and office delivery water business to date, with a value of approximately €680,000,000 and more than a 20% market share, operating in 18 countries.  The transaction emphasizes Compass' ability to work with owner-operated companies in the consumer products space to help our clients expand their geographical presence in order to meet their strategic and financial goals.

      Groupe Danone initially owns a 53% economic interest in the joint venture, with the right to purchase the remaining 47% by 2008 at a fixed multiple of future sales and EBITA.  As a joint venture, Eden Springs and Groupe Danone share a 50/50 voting interest, with Eden Springs casting the deciding vote for all issues in the ordinary course of business.  Eden Springs maintains day-to-day operational control over the joint venture through appointment of the General Manager.  The headquarters for the joint venture is in Lausanne, Switzerland, the current headquarters of Eden Springs' European operations.

      Compass assisted in two-way due diligence (in both Eden Springs' due diligence of its potential partners and its potential partners' due diligence of Eden Springs) and negotiating the structure and valuation of the transaction.  Compass also created a competitive environment, attracting some of the largest beverage companies to the transaction and helped Eden Springs pick the best partner, Groupe Danone.

      The joint venture structure provides Eden Springs with capital to quickly expand the HOD Water business across Europe, and also provides Eden Springs' European management team with the chance to grow professionally, running a much bigger business with market leadership and expanded growth opportunities.  In addition, Groupe Danone's agreement to buy out the joint venture in 2008 provides the Naftali family and other Eden Springs shareholders with full liquidity after the rapid growth phase anticipated over the next five years.  This transaction highlights Compass' capabilities to provide impartial advice on financial structures, exit strategies and joint ventures to owner-operated companies in the consumer products industry across the globe.