Management Summary

The initial management team is very compact. Our CEO and founder is the only current (full-time) employee. However we have utilized significant external resources and have secured a committed and talented team to join Bluespa as our funding gets in place. Ms. Kelly Anderson will be our director of retail and spa operations. Mr. Dane Johnson will join us as creative director. (Mr. Johnson is currently a creative director for Nike.) Ms. Brunner will be the director of product development. Ms. Fran Wonnacott will join the team as administrative assistant to Mr. Brunner. In addition to our internal resources we have access to a significant pool of senior management and design talent. This resource has been detailed in the management team section.

6.1 Management Team

Ray G. Brunner, president and CEO:
Mr. Brunner has over 30 years of retail experience. During his career he has successfully held senior management positions with several major retailers.
In 1977 he joined the GAP Inc. as a regional manager. During his 10 year career with GAP he managed every region in the U.S. In 1984 the then-new president, Millard Drexler, tapped him for the position of vice president of visual merchandising. In this capacity, Mr. Brunner played a significant role in the repositioning of GAP.
In 1986 he was assigned the responsibility of developing a kids business for GAP. This resulted in the creation of GAPKIDS where he served as VP and general manager until 1988 when Mr. Brunner joined Storehouse PLC as president and CEO of Conran's Habitat North America. His responsibilities there included developing a U.S. roll out strategy for that business. In 1989 a decision to sell the business was taken and Mr. Brunner joined Eddie Bauer as VP of real estate and retail operations. While in this capacity he was instrumental in developing a complete face-lift for the core business as well as assisting in the development of the Eddie Bauer home concept.
In 1991 Mr. Brunner left Eddie Bauer to begin a very specialized consulting business. His clients have included Esprit Europe, Asia and America, Fruit of The Loom, The Luchesse Boot Company, Adidas International, The Guggenheim Museum and Adidas America. The nature of each of these consulting engagements has been to assist the client company in developing a strategy for a retail rollout or expansion and to oversee the successful execution of these strategies. In 1998 Adidas America decided to execute a retail strategy developed in conjunction with Mr. Brunner's consultancy, on the condition that he agree to manage the business and launch the strategy. From February 1998 through September 2000 he served in the capacity of president for retail operations with Adidas America. In this capacity he planned and managed the development of the Adidas in-line retail stores now open in Los Angeles, Seattle and Boston. In addition, he coordinated the development of the organizational structure and rollout strategy for this business.
Mr. Brunner attended Western Connecticut State College and did graduate work at UCLA.

Barbara Brunner, vice president product development:
Ms. Brunner has over 25 years of retail experience. Her career started with GAP in 1975 as an assistant store manager. She quickly became a store manager and then a senior store manager responsible for overseeing the Washington DC metro. In 1980 she was tapped to become one of the first managers in the new Banana Republic Division, where she opened and successfully managed the South Coast Plaza store. In 1982 she joined Ann Taylor to manage the Beverly Hills and Century City stores. As a training manager she was instrumental in developing top store talent for this prestigious retailer.
In 1990 Ms. Brunner co-founded Planet Stores in Seattle Washington. Planet quickly became a recognized leader in the market and grew to five stores in the Pacific Northwest. By 1998 the retail scene was beginning to change and the Brunner's sensed an opportunity to develop a quality lifestyle business that focused on personal care. The new business would go beyond just body care creams, lotions and essential oils. It would extend into the other areas this customer spends her personal time in, such as yoga and fitness training.
In 1999 the Planet store locations were sold and the idea for Bluespa began to take shape.

6.2 Personnel Plan

From 2001 through 2005 we will grow in head count from ten to sixty-five. The majority of this growth will come in store personnel, going from four in 2001 to 32 in 2005. This will be a direct result of adding retail locations. Our support staff will grow from six to thirty-three in the same period. During this time frame our wholesale revenues are planned to grow almost exponentially. We believe the plan shows a controlled and conservative ramp up of personnel. In the first year (2001) we will fill the following critical positions: vice president of product development, director of retail and spa operations, director of finance, creative director and administrative manager. In the first years of development these people will all fill multiple rolls and be instrumental in the future success of Bluespa.

6.2.1 Outside Management Advisors

Our outside management advisors provide a significant asset to Bluespa. They provide management with a valuable sounding board for strategic and creative decisions. They provide a deep experience base in all critical areas.
Dane Johnson - marketing and graphic design: Mr. Johnson has been a senior marketing executive with Adidas and Nike. He has extensive experience in both media and product design.
J. Victor Fandel - real estate and strategic planning: Mr. Fandel was the co-founder of Terranomics realty. In 1998 he sold Terranomics to Federal Realty and started Fandel Realty Group. His clients include Polo-Ralph Lauren, AnnTaylor, Donna Karen, LVMH and Adidas.
W. John Short - strategic planning and finance: Mr. Short began his career with Citibank in Latin America and Hong Kong in their Corporate Finance and Commercial Banking Group. After nine years with Citibank he joined Esprit Far East as president and chief operating officer. Before retiring in 1998 he had attained the position of president and CEO of Esprit Europe and Esprit International.
R. Gordon Gooding - strategic planning and finance: Mr. Gooding is president and chief financial officer of Naartjie North. Naartjie is a multi-national children's clothing retailer. Prior to his involvement in the Naartjie project, Gordon spent three years in the private banking industry in the Cayman Islands. Before his banking experience he worked for KPMG in audit and taxation for five years in both the Caymans and Vancouver, Canada. Gordon received a bachelor of commerce degree from the University of British Columbia, and a CA designation from the Canadian Institute of Chartered Accountants.
Devin Wright - apparel design and manufacturing: Mr. Wright is the president and founder of AMG. AMG is a manufacturer of high-quality sports apparel. Their clients include Nike, Adidas and Columbia sportswear.
Karen Alweil - wholesale distribution: Ms. Alweil has over 12 years experience in wholesale sales management. In 1992 she opened her own sales agency in Los Angeles. Her showroom specializes in body care and accessories. She was instrumental in the successful launch of Neal's Yard aromatherapy line in the United States.
Paul LaBruna - fixture design and manufacture: Mr. LaBruna have created and managed the growth of one of the most successful and highly respected fixture resources in America. They have been instrumental in assisting with major rollouts for The GAP, AnnTaylor, Talbots, Williams Sonoma and Levi Strauss.
Peter Glen - emerging trends and consumer marketing: Mr. Glenn is a respected trend guru. He has written several books on the subject and writes a regular column for Visual Merchandising and Store Design. He is a global trend consultant for many top retailers in the U.S. and Europe.
Wayne Badovinus – strategic planning and catalogue retailing: Mr. Badovinus has over 30 years of retail and catalogue experience with such highly respected firms as Williams Sonoma (where he was President and COO) and Eddie Bauer, where he held the position of president and CEO Under Mr. Badovinus' guidance Bauer grew from $250 million to over $2 billion.