Background & Introduction
Bill's Resume

Bill Kent, born and raised in Cincinnati, Ohio, holds a Bachelor of Science Degree in Physics from the University of Cincinnati and a Masters of Business Administration from Xavier University. After graduating from U. C., Bill worked in Ohio for 6 years at General Electric, designing and manufacturing rocket motor components and cases, including work on attack missiles and Saturn 5 moon rocket. Bill has three grown children, all college graduates. In 1972, Bill moved with his family to South Florida area, and, identifying the swimming pool business as a growing industry, started a pool service company.

Shortly thereafter, he bought a part ownership position in a then-fledging wholesale
distribution company in our industry, HornerXpress, started by Mr. Earl Horner. Earl sold his share of business to Bill in 1975, and Bill has been sole owner ever since. Bill has been extremely active in the industry trade association, the NSPI , including as past President in 1996.

TEAM HORNER is a family of Companies focused in different areas within the Swimming Pool and Spa business worldwide. As of February 2001, the TEAM employs approximately 245 employees, occupies a total of 123,000 square feet (12,300 square meters) of space, represents over 140 different manufacturers, repackages pool chemicals and accessories (Tropi Clear brand), and stocks approximately 6000 inventory items. Three divisions are manufacturers; AQUA CAL (heat pump pool heaters and chillers) AUTOPILOT (automatic pool sanitizing systems) and LO CHLOR (a joint venture manufacturer of Algaecide and Specialty Chemicals). Our manufacturing companies do business either dealer direct or indirectly through other Distributors. HornerXpress, a full line wholesale distributor, does business with about 600 contractors in the swimming pool, spa, solar and general construction businesses in Florida. HornerXpress WORLDWIDE Exporter exports to over 700 active customers in about 90 foreign countries throughout the entire world. Horner Consulting Engineers provides plans for both residential and commercial swimming pools/spas, as well as offering other civil/structural engineering services. HornerXpress offers wholesale distribution franchise opportunities.

A. THREE MANUFACTURING DIVISIONS
1. AQUACAL, INC.

AquaCal is America’s largest manufacturer of swimming pool heat pumps. The 60,000 square feet (5,575 square meters) factory is located in St. Petersburg, Florida. Seven different designs are produced to meet different market niches. Pool heater brands include the following:

1) Tropical -- Economy Series

2) Sun Tech -- Mid Range Series

3) AeroTemp -- Mid Range Series

with Microprocessor Controls

4) Heat Wave -- High Efficiency Series

5) Big Bopper -- Commercial Series

6) Water Source -- Water to Water Series

7) Riviera, SunTech -- Private Label Series

8) Kruzin Kool -- Marine Air Conditioning

** Five of the eight companies are located at the 6 acre Team Horner campus in Fort Lauderdale.

Aqua Cal offers a factory-training program called HOTSHOT SCHOOL monthly.

AquaCal has full time Sales Engineers throughout the State of Florida. In addition, Sales Engineers are located in Massachusetts, Connecticut, Delaware, Virginia and Atlanta, Georgia and Phoenix, Arizona.

2. AUTOPILOT SYSTEMS, INC.

Autopilot utilizes the electrolytic generation process to manufacture naturally balanced chlorine sanitizer in swimming pool water. Autopilot offers a wide range of models which, in addition to sanitizing the pool, will control the pumps and other equipment related to the pool. Brand Names include Autopilot, Pool Pilot and AutoLec. The factory is located in the Ft. Lauderdale Team Horner complex. Autopilot offers factory-training programs called FLIGHT SCHOOL and GROUND SCHOOL monthly.

3. LO-CHLOR, L.C.

This joint venture Company (with Andrew Simons/Lo-Chlor Australia) manufactures Lo-Chlor, Starver, Miraclear, LA35 and other specialty chemical products for the North American markets. It is located on the main Ft. Lauderdale campus.

B. DISTRIBUTION DIVISIONS

1. HornerXpress WORLDWIDE Exporter

HornerXpress WORLDWIDE Exporter is the largest independent Exporter of swimming pool and spa products in the United States. In addition, HornerXpress WORLDWIDE Exporter International also exports Water Treatment and Waste Water Treatment equipment. Twelve sales representatives visit our customers in different parts of the world at least once, sometimes twice a year. HornerXpress WORLDWIDE Exporter also offers their export clients complete commercial pool engineering design services, including field inspection during construction. HornerXpress WORLDWIDE Exporter also exhibits at Pool/Spa Trade Shows worldwide.

HornerXpress WORLDWIDE Exporter also operates a field office in Shanghai, China, offering both import and export services.

Areas proactively serviced by HornerXpress WORLDWIDE Exporter include: The Caribbean, Central and South America, Europe, the Middle East and Far East, South East Asia, Australia, New Zealand and Africa.

In addition, AquaCal/AutoPilot has a field sales office in Brisbane, Australia.

2. HORNER CONSULTING ENGINEERS, INC.

Horner Consulting Engineers brings a fine reputation of quality engineering services focused on swimming pools, spa design and structural building design. Our Engineering services include construction drawings, engineering analysis, blue prints, and job-site inspections. These services are available for international projects as well. With our experienced staff of engineers and swimming pool designers, we provide our clients with key insights in evaluating new alternatives in swimming pool and spa design and construction.

3. HornerXpress of South Florida, INC.

HornerXpress is the largest wholesale distributor of swimming pool and spa equipment and accessories in Florida. Our fleet of 12 delivery trucks services the swimming pool/spa industry from Vero Beach to Key West.

Our total warehouse space of 75,000 square feet (7,000 square meters allows us to stock over 6,000 line items, including parts, from all major U.S. manufacturers.

Special offerings include:

· Our Tropi Clear brand of pool chemicals and accessories.

· Six technically competent Sales Engineers visit our Florida customers regularly, and offer various specialty programs including Truckload sales.

· Our Customer Service Team supports our customers needs, both with product and technical support, on a daily basis. On-line Computer order entry makes daily delivery easy.

· Our Advertising and Marketing departments, Swimstuff Marketing, include state-of-the-art desktop publishing, direct mail programs and other personalized services to assist our customers in growing their businesses.

· Our "H.I.T.T." monthly educational program (third Tuesday evening of every month) provides a 3-hour, Florida Certified educational program. The program is half technical training on the various facets of technology, half business oriented subjects.

· Team Horner Tile and Coping Center is a department of HornerXpress offering ceramic pool tile, pool coping, pool decking, finishes and other specialty construction items to our contractor customers and for export via HornerXpress WORLDWIDE Exporter.

· HornerXpress is a franchiser offering new business opportunities in the wholesale distribution business.