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: stephen@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 successfully worked with the City of Dallas and the Dallas Parks and Recreation Department to build and open a world-class Museum of Automotive History in Fair Park, (opened November, 2010). • The Museum provides attendees with an overview of the history of the automobile from 1901 to 1984, and showcases the inter-development between race cars and commercial cars during that period. • The Museum features a “Restoration Factory”, designed to teach life and work skills to young men and women, 15-18. • The Restoration Factory will serve 200-400 students during 2011, working with the DISD’s W. H. Adamson High School Automotive program. • The operating goal of the Museum is to become recognized as one of the top 10 Automotive Museums in the world. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

3. Interactive Inspiration • The Museum interactively tells stories created by our fascination with racing and cars from 1901 to 1984. The Museum inspires attendees to think about the design, technology, engineering and competitive aspects of the automobile. There have been approximately 3000 car manufacturers since 1900. Display cars include represent marquees from each decade since 1900: • Steam (Brass) cars • Antique cars • Classic cars • Muscle cars • Race cars (IRL, F1, Can-Am, 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 features 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 • The development of the Museum will be staged in the Grand Place Building in Fair Park from 2010 to 2012. We will restore and move into the vacated Science Museum Building as the Museum’s permanent home from 2013 on. • Today, the Museum includes the prominent display of approximately eighty luxury, classic and sports cars and race cars in dioramas and exhibits dedicated to the “telling” and preservation of automotive history. (We will display an estimated 200+ cars in the Science Museum Building). • Visitors see the on-going restoration of vehicles at all stages. • We are building a state-of-the-art library for the Museum and its members. • 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 TMAH Restoration Factory students (recruited from DISD Automotive Programs) as per our Four Year curriculum (described next page). • Help college bound Restoration Factory graduates process their College applications to get full Scholarships • Fund college tuition shortfalls for TMAH Restoration Factory graduates that want to go to college, but lack funding (details to be developed and contingent upon funding the  “TMAH Restoration Factory Education Fund”. • Place (non-college) TMAH Restoration Factory graduates with premium automotive businesses that support the Museum as interns and ultimately as employees. • Create TMAH Restoration Factory Entrepreneurs with the goal of reviving Fair Park and its surrounding area. We will 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 Our objective is to teach young men and women, 15-18, life and work 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. TMAH Restoration Factory - Life Skills 9 x key words symbolize the Life Skills education elements of our TMAH 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. TMAH Restoration Factory - Work Skills 11 x key words symbolize the Work Skills education elements of our TMAH 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 TMAH opened for an estimated $100,000 in direct and in-kind gifts Estimated Annual Operating Budget - $1,000,000 (2013+) Total cost of the Science Museum Building restoration - $30 million City of Dallas Matching Grant 2012 Bond Election - $15 million TMAH Building Restoration Fund Goal - $15 million TMAH Restoration Factory Education Fund 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. We will operate as 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 is to operate the Museum at a “profit”. Fifty percent of the Museum’s operating profit will be equally contributed to our TMAH Building Restoration Fund and our TMAH Restoration Factory Education Fund. 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 • We will market the Museum as an Event Venue to 1,000+ companies (with annual revenue greater than $20 million) in the DFW region. • We will market the Museum to the estimated 6 million residents in the greater DFW Region via car clubs, auto dealerships, social media and direct advertizing. • We will market the Museum to the estimated 29 million visitors to Dallas annually via social media, car clubs and the travel industry. • We will market the Museum to the estimated 10 million owners of vintage, historic, classic and antique cars and the estimated 500 million people globally that follow Formula 1 through social media and our partnership with the Vintage Racing League – www.myvrl.com • We will market the Museum to special interest groups, conventions, the DISD School system and Universities. Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

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

18. Broadcasting Events at the Museum Dallas Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

19. Implementation Sequence • Formally opened the Museum in the Grand Place Building November, 20th, 2010 with a Gala attended by 350 VIP guests. • Operate in the Grand Place Building for 3 years, 2010 - 2013. • Renovate the Science Museum Building (Q4 2012 to Q1 2013) • Move into the Science Museum Building Q2 2013 Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

20. Leadership Team BOARD OF DIRECTORS • Stephen Page, Museum Chairman & CEO • 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 • Chuck Broadway, Curator Proprietary and Confidential 2009-2010 The Texas Museum of Automotive History

21. Contact Stephen J. L. Page The Texas Museum of Automotive History Chairman & CEO email: stephen@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 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