Eco Soil Systems Inc.
Ticker:ESSI 10890 Thornmint Road, Suite 200
Exchange:NASDAQ-National Market San Diego, CA 92127
Industry:Agricultural (SIC Code 0711) (619) 675-1660

Offering Information
Type of Shares:Common Shares Filing Date:11/8/96
U.S. Shares:3,300,000 Offer Date:1/16/97
Non-U.S. Shares:0 Filing Range:$4.00 - $4.50
Primary Shares:3,300,000 Offer Price:$4.13
Secondary Shares:0 Gross Spread:$0.33
Offering Amount: $14,025,000 Selling:$0.20
Expenses:$736,500 Reallowance:$0.05
Shares Out After:9,564,166

Primary Underwriting Group
ManagerTierPhone
R.J. Steichen & Co.Lead Manager (612) 341-6276

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Dorsey & Whitney
Bank's Law Firm: Winthrop & Weinstine
Auditor: Ernst & Young
Registrar/Transfer Agent: Norwest Bank of Minnesota

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$3.76$4.14$1.94Assets:$13.98
Net Income:-$1.84-$1.62-$0.57Curr Assets:
EPS:-$0.35-$0.27-$0.11Liabilities:$12.22
Prior EPS:-$0.62-$2.37-$0.78Curr Liabilities:
Cash Flow/Oper:-$2.03Equity:$1.76
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company has developed two patented distilling systems that enable the company to market and support a proprietary line of microbial products which control and manage a wide variety of soil, crop and water problems. The company believes that these biological products, when introduced through its Bioject and ClearLake delivery systems, will cost-effectively replace or complement the use of chemical pesticides and fertilizers in the turf maintenance, agricultural crop, soil remedication and water quality management industries. The company's delivery systems ferment environmentally-safe microorganisms at the site of application and automatically dispense the appropriate amount and type of cultured product at the desired frequency directly into the customer's irrigation system, pond or lake. By fermenting its biological products at the customer's site, the company is able to preserve and protect the potency of the microorganisms, significantly reduce shipping costs and control the frequency of application and concentration of product.

Competition
The company's systems ferment and distribute environmentally-safe alternatives to chemicals for the treatment of various soil and water problems. The company's proprietary products and services compete against traditional means of plant and water maintenance that require heavy use of chemical products, with an emphasis on treating problem areas as they develop. These traditional technologies include chemical insecticides and fungicides, chemical soil penetrants, acid injection systems, and the direct, manual application of cultured microbial products.

Business Plan
The company's goals are to increase the market share of biological products in the turf maintenance, agricultural crop, soil remediation and water quality management industries and to make the BioJect system the preferred delivery mechanism for all biological products in these industries. The company intends to accomplish these goals by developing and controlling a distribution system through the acquisition of selected independent regional dealers and distributors, commercializing new biotechnology innovations, and expanding the use of these new products in additional markets.

Use of Proceeds
Acquisitions of dealers and distributors, repayment of Notes, repayment of certain short-term debt and working capital purposes.

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