8350 N. Central Expressway, Campbell Center 1, Suite 1500 Dallas, TX 75206

1. The Texas Museum of Automotive Historylocated in Fair Park, Dallas 8350 N. Central Expressway, Campbell Center 1, Suite 1500 Dallas, TX 75206 Office: 214-393-4662 - Fax: 214-393-4651 Website: www.tmah.org Email: spage@tmah.org Community: http://www.myvrl.com/group/texasmuseumofautomotivehistoryii

2. The Texas Museum of Automotive HistoryAutomobile races have taken place in Fair Park since 1901 • Automobile racing starting in Fair Park in 1901 and culminated with the staging of the United States Formula One race in 1984. • We are working with the City of Dallas, Dallas Parks and Recreation Department and Friends of Fair Park to build a world-class Museum of Automotive History in Fair Park. • The Museum will provide attendees with an overview of the history of the automobile from 1901 to 1984, and showcase the interaction between racing and commercial car development during that period. • The Museum will feature an ongoing and open restoration capability, (The Restoration Factory) designed to educate visitors about the automobile manufacture and restoration process. • The “Restoration Factory” will employ “at risk” youths and will function to educate and provide a career path for selected individuals. • The operating goal of the Museum will to become recognized as one of the top 10 Automotive Museums in the world, thereby enriching the State of Texas, the City of Dallas, its citizens and its visitors. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

3. Interactive Inspiration • The Museum will interactively tell the story created by our fascination with racing and cars from 1901 to 1984. The Museum will inspire attendees to think about the design, technology, engineering and competitive aspects of the automobile. There have been approximately 3000 car manufacturers since 1900. Show cars will include representative marquees from each decade since 1900: • Steam (Brass) cars • Antique cars • Classic cars • Muscle cars • Race cars (IRL, F1, CanAm, Stock cars, NASCAR’s etc.) • Former Fair Park Race cars (1901 – 1984) • Significant history cars, including prototypes • In addition to cars from 1901 to 1984, the Museum will feature important cars and racecars on loan to the Museum from prominent car collectors. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

4. Operating Vision • We will stage the development of the Museum in the Grand Place Building in Fair Park, 2010-2012. We will restore and use the vacated Science Museum Building as our permanent location from 2013 on. • The Museum will include the prominent display of two hundred (plus) luxury, classic and sports racing vehicles in dioramas and exhibits dedicated to the “telling” and preservation of automotive history. • Visitors will be able to see the on-going restoration of vehicles at all stages. • A state-of-the-art library will be available to the Museum and its members, as well as to the general public for restoration research and enjoyment. • World automotive events will be shown live (and re-broadcast) in an auditorium theatre venue that will also host film viewings, conferences and lectures. • The Museum will be “interactive” in all respects, appealing to all generations. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

5. The “Restoration Factory” Program The intent of the Museum’s Restoration Factory Program is fivefold: • Teach life and work skills to all Restoration Factory students (recruited from DISD Automotive Programs) as per our Four Year curriculum (described next page). • Help the smartest Restoration Factory graduates process their College applications to get full Scholarships • Fund college tuition shortfalls for Restoration Factory graduates that want to go to college, but lack funding (details to be developed and contingent upon funding the  “Restoration Factory Scholarship Endowment Fund” . • Place (non-college) Restoration Factory graduates with premium automotive businesses that support the Museum. • Create Restoration Factory Entrepreneurs and revive Fair Park’s surrounding area. Help students that want to build their own business find sponsors, mentors and funding. Proprietary and Confidential 2010 The Texas Museum of Automotive History

6. The “Restoration Factory” Curriculum Aside from becoming a world class museum of automotive history, our objective is to teach young men and women, 15-18, life and business skills. Our four year “Restoration Factory” curriculum is summarized below: • Year 1 – Automotive Fundamentals (Automotive Industry History, Automotive Operation (basic car components and how they work), Industry Overview (job positions and required skills), Affiliated Businesses, Life Skills). • Year 2 – Automotive Class One (Basic Repair and Restoration, Life Skills). • Year 3 -  Automotive Class Two (Detailed Repair, Restoration Specialties, Engineering, Design, Local Automotive Business Internships and Life Skills). • Year 4 – College and Work preparation (Scholarship Applications, Work Applications and Life Skills Tuition to Year 1 and 2 students). Proprietary and Confidential 2010 The Texas Museum of Automotive History

7. Restoration Factory – Life Skills 9 x key words symbolize the Life Skills education elements of our Restoration Factory Program. Life Skills: • Respect - to feel or show deferential regard for; esteem • Confidence - reliance or trust. A feeling of self-assurance • Responsibility - accounting for one’s actions; dependable • Perseverance - to persist in an idea, purpose or task despite obstacles • Courtesy - considerate behavior toward others; a polite remark or gesture • Judgment - the ability to make a decision or form an opinion; a decision reached after consideration • Honesty - the quality or state of being truthful; not deceptive • Integrity - strict adherence to a standard of value or conduct; personal honesty and independence • Sportsmanship - observing the rules of play and winning or losing with grace Proprietary and Confidential 2010 The Texas Museum of Automotive History

8. Restoration Factory – Work Skills 11 x key words symbolize the Work Skills education elements of our Restoration Factory Program. Work Skills: • Design – creativity, intellectual thought and original thinking • Passion – a desire to be the best at what we do • Competition – a desire to win, an appreciation of rules • Technology – learn and leverage technology – work smart • Innovation – embrace new thinking, learn from past innovations • Team Work – how to work well in a team • Performance – what does it take to be “the best” • History – history is a great guide to our future • Nostalgia – history and experience drive this powerful emotion • Education – how to learn efficiently • Engineering – what is engineering and why is it important Proprietary and Confidential 2010 The Texas Museum of Automotive History

9. Non-Profit Entity – est. April 16th, 2010 Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

10. At Risk Youths - The “Restoration Factory” Science Museum Building – Lower Level 40,000+/- usable SF Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

11. Initial Funding and Focus • The Museum will seek the financial support of the community it will serve by way of Automotive and Energy company sponsorships, corporate contributions, individual donations, gifts of private libraries and automobiles. • We will work with benefactors to insure their gifts are cared for and showcased in a manner befitting the museum, the general public and its mission of preserving these historic cars for posterity. • We will generate additional operating income from corporate and special events. • In much the same manner that Dallas’ major museums operate today, we will derive revenue from a strata of individual and corporate annual memberships. • The Museum is organized as a 501-C-3 not for profit entity, with tax benefits for donors and supporters. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

12. Funding Goals and Timing The Grand Place Building - Staging Location 2010 – 2012 Initial Cost - $500,000 for creation of dioramas and exhibits Initial Operating Budget - $1,000,000 Restoration of the Science Museum Building - $30 million (est.) City of Dallas Matching Grant 2012 Bond Election - $15 million Private Museum Restoration Fundraising Goal - $15 million Restoration Factory Education Endowment Goal - $10+ million $30 million Restoration Total $15 million Matching Contribution - City Bond $1 million Operating Expense $500,000 Opening Cost Grand Place Building 70,000 SF Science Museum Building 140,000 SF Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

13. Major Donations • The Museum is seeking one naming and two presenting sponsors. Major donors will be recognized in the following way: • 1 x Museum Title Sponsor (Naming Right) $10,000,000 • 2 x Museum Presenting Sponsors (e.g. Ford, Dr.Pepper, AT&T, Exxon) $5,000,000 • Gift Categories will include: • Grand Marshall: $1+ million • Concours d’Elegance Patron: $500,000 - $1 million • Car Marque (e.g. Ferrari) Patron: $100,000 - $499,999 • Museum Patron: $50,000 - $99,999 • Lifetime Museum Member: $25,000+ • Corporate Sponsor: $25,000+ • Annual Membership: $250 • All gifts (cars, money, memorabilia) will be tax deductable. The Museum is organized as a 501-C-3 not for profit entity. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

14. A “Profitable” 501-C-3 Science Museum Building – Upper Level 70,000 SF Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

15. Ongoing Sources of Revenue Our objective will be to operate the Museum at a “profit”. Fifty percent of operating profit will be dedicated to Museum expansion and building restoration. Ongoing sources of revenue include: • General Admission • Tours • Special Events • Off Premise Caterers And Florists • Corporate Clients • Social Clients • Galas And Fund Raisers • Dallas / Arlington / FW Chambers • Automotive Auctions • Education and Classes • Collateral (Advertising Revenue) • Community Web Site includes interactive elements • Museum General Information Brochures • Items Associated with Sponsorship, Museum Friends and Docent Programs • Annual Calendar • Monthly Internet Newsletter Advertising Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

16. Our Target Demographics • There are 6+/- million residents in the greater DFW Region and an estimated 28+ million visitors to Dallas annually. There are 75 million USA based baby boomers and a total of 125+ million in the USA, UK & Europe. An estimated 500 million people globally follow the Formula 1 racing series – the majority of this demographic love racing and cars!!!! • There are an estimated 10 million vintage car owners worldwide; 4+ million in the USA (source: 4 x major vintage car Insurance companies – Grundy, Heacock, Hagerty & Aon). • A great number of owners show and race cars through 15,000 clubs in the USA and 700+ clubs in the UK & Europe (source: Hagerty Insurance; see www.hagerty.com and the Motor Sports Association; see www.msauk.org). • In addition to an “every man, woman and child” focus, these individuals are our target Museum visitor demographic. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

17. Promoting the Museum on Social Networks Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

18. Showcasing 20+ Racing Events Annually Dallas Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

19. Educational How to Guides - Example Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

20. Start-Up and Re-Use Considerations Start Up Budget for Grand Place Building • Building Materials and Labor to build Main entrance, Lobby Counter, office and event space, Restoration Factory, display barrier, outside signage (Materials $150,000; Labor $100,000 - $250,000 total). • 50 Large Screen TV’s (LG, Samsung, Phillips @ $1,000 per - $50,000) • 120 touchpad displays ($300 per - $36,000) • Backdrop story/picture boards (120 – one for each exhibit. Plotter, laminator machine and materials - $20,000) • Directional lighting (200 lights @ $60 per - $12,000). • Sound and security system for events ($20,000) • DVD Player system for 50 Screens ($20,000) • Office Equipment ($5,000) • Office Furniture ($5,000) • Website, Advertising, Promotion, Brochures ($50,000) • Event equipment (50 tables and 500 chairs - $10,000) Estimated total start up costs $500,000 - $600,000 Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

21. Operating Cost Considerations Operating cost considerations: • Museum Director; General Manager; Event Director; Receptionist, Restoration Manager, 3 x Restoration Staff (8 total). • Benefits - Healthcare, Retirement contribution. • Insurance ($20,000) • Enclosed Trailer and Pick-up truck ($30,000) • Removal and Storage during State Fair (2010, - 2012) • Marketing and Advertising ($75,000) • Automobile acquisition • Bank/Credit Card Charges • Communications (Phones, Internet, Cable - $8,000) • Taxes/Licenses • Gift Shop • Special Event Fees Estimated Annual Base Operating Cost: $1,000,000+/- Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

22. Implementation Sequence • Stage Museum in Grand Place Building (May - August, 2010) • Vacate Grand Place Building for State Fair (September – October 2010 - 2012) • Formally Open Museum Grand Place Building November, 20th, 2010 (after State Fair). Operate in Grand Place Building for 2 years. • Renovate Science Museum (Q4 2012 to Q1 2013) • Move into Science Museum Building Q2 2013 Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

23. Important Milestone To Date • Soft Opening of the Museum attended by 200+ people May 20th, 2010 • Creation of a TMAH website: www.tmah.org • Development of an Advisory Board for the Museum. • Creation of a themed Grand Opening event November 20th, 2010 for 300 VIP attendees. • Promotion of the Museum to numerous Car Club Groups via personal presentations. • Development of an initial/opening funding strategy (see November 20th, 2010 Opening Gala Invitation. • Recruitment of a Chair for the Opening Gala – Heather Walther, Head of Business Development, Heritage Auctions. • Ongoing development of relationships with important car collections to secure 80 – 100 cars for the Grand Place Building and 200 for the Science Museum Building. • Ongoing development of “The Restoration Factory” program and affiliated parties. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

24. Dallas Park Board QuestionsMeeting Responses 08052010 • Does the Park Board want a world-class Automobile Museum in Fair Park? – yes! • Would the Park Board like to promote and tie Fair Park’s unique Art Deco heritage with the museum? – yes! • Is the Park Board totally committed to this initiative? – yes! • We see the creation of this museum as a corner stone of reviving Fair Park – do you? – yes! Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

25. Leadership Team • BOARD OF DIRECTORS • Stephen Page, Museum Chairman & CEO • Wilbert van Grinsven, General Manager and Curator • William B. Sechrest • Jeffrey P. Howle • Advisory Directors • Sam Pack • Jack Griffin • Pat Carmichael • Dr. Harvey Carter • Charles Seeds • Robert Minyard • Henry S. Miller III • Scott Murray • Heather Walther • Management Team • Stephen J. L. Page, Chairman & CEO • Wilbert van Grinsven, General Manager and Curator Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

26. Contact Stephen J. L. Page The Texas Museum of Automotive History Chairman & CEO email: spage@tmah.org Office: 214-393-4662 Cell: 214-676-4333 Fax: 214-393-4651 Wilbert Grinsven The Texas Museum of Automotive History Museum General Manager and Curator Cell: 214-543-7047 email: wilbert@tmah.org The Texas Museum of Automotive History Campbell Center 1 8350 N. Central Expressway, Suite 1500 Dallas, TX 75206 Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History