NOMINEES TO THE BOARD OF DIRECTORS:  The Borealis Brewery goodbeer@alaska.net 349 E. Ship Creek Avenue Anchorage, Alaska 99501 (907)278-5480

S JARRET KLEIN

Mr. Klein is current President, Director and head brewer of the company.

Age: 27

Education:  BA International Relations; Harvard University, Diploma in Brewing 2nd semester; Siebel Institute for Brewing Technology.

Mr. Klein is a founder of the company. Since it's inception he has been president of The Borealis Beverage Corporation and head brewer of the Borealis Brewery.  Mr. Klein was active in international trade  before attending the Siebel Institute for Brewing Technology in 1994 and starting the company.  He is a lifelong Alaskan.

JONATHAN EALY

Mr. Ealy is a past president of the Anchorage Bar Association. For the past five years he has also been vice president and general counsel for Borisovich International Inc., a caviar and specialty food importer and distributor, and has extensive experience in nationwide distribution and marketing of high-end specialty items.  Growing up in Belgium gave Mr. Ealy an early and avid interest in good beer.  He will perform all of the normal duties of a director, but is not acting as an attorney for the board of the Company in any capacity, nor is he offering legal advice to the board.

BUTCH WEST

Mr. West, 53, has resided in Alaska for over 37 years. He is a registered civil engineer and land surveyor and has spent all but two years of his 30-year professional career in Alaska.  Currently he is a vice president and program director with Montgomery Watson, an international environmental services company. Mr. West founded an engineering practice in 1975 that became Quadra Engineering in 1977.  He served as the corporate president of Quadra from inception through its merger with Montgomery Watson in 1987.  Prior to entering private practice, he was employed by the Greater Anchorage Borough, having served two years as the Public Works Director, and the Army Corps of Engineers.  His community activities include: 10 years on the board of directors of the Alyeska Ski Club, five years as president; two years as president of the United States Ski Association, Alaska Division; and 23 years as a volunteer coach fro the Alyeska Mighty Mites, a 12- year-and-under ski racing program.  Mr. West is currently a director of the Company.

GREG PITTMAN

Mr. Pittman is a nominee to the Board of Directors.  Mr. Pittman is owner and operator of Alaska Metal Goods, a firm serving the construction industry since 1989 and operates with his wife Sally, Sophie's Choice, a Bed and Breakfast, in downtown Anchorage.  He is responsible for oversight of finance, marketing, operation and management of both companies.  Prior to moving to Alaska, 12 years ago, Mr. Pittman sold securities on the Bond market.  He also worked as a project manager for a large construction firm in the South.

HEIDI S. PAIVIO

Ms. Paivio is a nominee for Board of Directors.  Ms. Paivio is currently the mainland Alaska Manager for Atlas Alaska, Inc., distributor of explosives to the mining, construction, oil field, and timber industries in Alaska; marketing services, operations, sales, customer relations, and federal/state regulatory compliance.  In addition, serves as President of Alaska Crane & Lift Inspections, Inc., a family owned business, responsible for financial reports and corporate recordkeeping.

Additional current and previous experience includes responsibility for inventory control, A/P, A/R staff and operations personnel. Spreadsheet sales/cost analysis and forecast/budget presentations. Public relations experience to include news media advertising/layout, special promotions, organization/coordination of annual trade shows and seminars.