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Page | 1 2013 c HelmsBriscoe Performance Group, Inc. ® All rights reserved. The reproduction, in whole or in part, of this document is strictly prohibited

without the prior written consent of HelmsBriscoe Performance Group Inc.

PREFACE Thank you for your interest in HelmsBriscoe. When I started this company in 1992 my instincts told me we were on to something special and now our numbers speak for themselves. The attached information talks about the tools, resources, and the sheer volume of business HelmsBriscoe conducts. These things are important and should play a major role in your decision; however there is so much more to it than that.

HelmsBriscoe is successful because of our people. We are a unique breed of people who are passionate about doing whatever we can to help our Clients. We negotiate hard for our Clients, but we never take our dedicated hotel and destination partners for granted. We also contribute to each others’ success. Everyday hundreds of emails and phone calls occur where one Associate is helping out another. We are entrepreneurs within a framework of mutual support. Most importantly, we want to be part of something that lets us determine our own destiny. We do not want caps on our income, quotas, or staff meetings. We insist on being in an environment that lets us live the lifestyle we choose. We want an environment that lets us build our business at a pace that works for us. Perhaps I am biased, but I believe if you share these traits, HelmsBriscoe is the place for you. Never before has one company offered you a better chance to be successful. All I ask is that you consider this decision carefully. Commission sales are not for everyone; neither is being your own boss. Ask yourself if you have what it takes to get up every morning, look in the mirror and say, “it’s up to me”. If the answer is yes, then you are ready for HelmsBriscoe.

Roger T. Helms

Founder & CEO



A Proposal for Business Opportunities with HelmsBriscoe

“The Global Leader in Meetings Procurement”

HelmsBriscoe Global Headquarters

20875 North 90th Place Scottsdale, AZ 85255

USA Tel: 1.480.718.1111 Fax: 1.480.718.1126

www.helmsbriscoe.com Facebook: https://www.facebook.com/HelmsBriscoe

Twitter: https://twitter.com/helmsbriscoe LinkedIn: http://www.linkedin.com/company/helmsbriscoe

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Table of Contents

I. HelmsBriscoe - A Company Overview

II. Collective Wisdom - The Power of Information

III. Industry Relationships - Buying Power

IV. Testimonials and References

V. Global Reach

VI. Comprehensive Associate Education

VII. Associate Compensation

VIII HelmsBriscoe ResourceOne - Meeting Management

IX. HelmsBriscoe Cruises

X. The HelmsBriscoe Difference

XI. Marketing Tools

XII. Accounting Resources

XIII. HelmsBriscoe Events

XIV. License Agreement



I. HelmsBriscoe – An Overview

OUR MISSION

HelmsBriscoe’s mission is to excel and be recognized as the hospitality industry’s finest international venue sourcing organization and conference resource firm. Through the professional representation of the interests of our Clients, and our hotel, resort, destination and CVB Partners, we stand for responsive and ethical dialogue at all times. As an organization, we offer value-added solutions to meet the daily challenges of our Clients and Partners.

HISTORY

Since the company’s inception in 1992 HelmsBriscoe has grown from two offices in Arizona and Florida to offices in more than 55 countries worldwide. For more than 20 years, HelmsBriscoe has been recognized as the highest volume purchasing agent in the meetings and events industry. In addition to nurturing and growing our Client base, HelmsBriscoe is also an innovator in creating strategic partnerships. To date, HelmsBriscoe enjoys more hotel partnerships than any other company in our space, including virtually every major hotel chain and many independent properties across the globe. Additionally, HB has strategic partnerships with numerous Convention and Visitors Bureaus, Destination Marketing Organizations and cruise lines across the globe. By targeting the best and the brightest in the hotel and meeting planning community, HelmsBriscoe has successfully grown our worldwide site-selection team to more than 1200 Associates. The collective knowledge and experience derived from these professionals was the catalyst for the 2003 introduction of InSite, with a new version released in 2013, HelmsBriscoe’s proprietary database containing information on CVBs/DMOs, contract negotiations, sales tools, business resources, anecdotal information on hotel properties, as well as special rates and promotions. Existing hotel and destination Partners continue to look to HelmsBriscoe for new ways to improve their services and offerings so that they can better expose their product to HelmsBriscoe Clients. New properties also continue to join HelmsBriscoe’s ever growing strategic partner list as they too see the benefits of showcasing their facilities to an expanding clientele. As HelmsBriscoe’s success and reputation continue to grow, our future promises to be exciting. Brand recognition and a continued increase in production have resulted in greater exposure in the meetings industry and each month we are seeing new Clients who recognize the benefits of utilizing HelmsBriscoe.



ACCOUNT BASE As a Client driven organization, HelmsBriscoe Associates service Clients in numerous markets, including the corporate, association, government, and SMERF (Social, Military, Education, Religious and Fraternal) markets. The average HelmsBriscoe Associate handles 12- 15 Clients and, utilizing the power of HB Connect, HelmsBriscoe’s proprietary RFP sourcing tool, can typically guarantee their Clients a response on their RFP within 48 hours.

HelmsBriscoe is also a relationship driven organization which focuses on individual Clients. Our Associates are not confined to geographic territories or specific accounts. In many cases more than one Associate can work a specific account as long as the contact is not already being managed by an existing HelmsBriscoe Associate.

II. Collective Wisdom – The Power of Information In the information age, quick reliable access to destination and property information is essential in providing our Clients with the feedback they desire. Staying on the ‘cutting edge’ of technology and providing our Associates with ‘easy to use’ tools has been a HelmsBriscoe mainstay. Through the use of HB Connect and HB InSite, knowledge truly is power. Providing basic hotel and destination information is essential, but more important is our ability to provide our Clients with anecdotal information derived from individuals who have experienced the destination/hotel the Client has requested. Additionally, Partner hotels and destinations have found these intranet portals to be valuable and cost effective marketing tools to forward information about cancellations, need dates, updates on their properties/destinations and special incentives, all benefits that continue to solidify our relationship with our clientele.

HB Connect Features

Database containing more than 120,000 hotels worldwide

Comprehensive details relating to facility size, amenities and destination

HelmsBriscoe Partners highlighted

Rate History

Standardized on-line RFP’s

Ability to facilitate multi-city searches

Automatic generation of Client proposals



HB InSite Features

Virtual Encyclopedia of HelmsBriscoe’s collective knowledge

Ask and answer questions on various topics from hotels to contract negotiation

Property/Destination critiques and testimonials

Success stories

Hotel booking incentives

Best practices

Sales tips and advice

Small Business & home office setup advice

Client feedback from recent meeting experiences

Recommended books, websites, CDs and DVDs for professional growth and industry knowledge

III. Industry Relationships/Buying Power HelmsBriscoe will always represent the best interests of our Clients, “the buyer”, in every business

transaction. However, we believe that our Clients benefit from our strong relationships with the

industry’s finest hotels, resorts, cruise lines and destinations.

Adding HelmsBriscoe to the site-selection process strengthens our Clients’ negotiating power as they now have the largest producer of group room revenue in the industry behind their meetings. Examples of the type of leverage and benefits we are able to offer our Clients are:

Currently HelmsBriscoe has more than 900 active promotions in our InSite database. On

average, we receive 10 promotions per day, over half of which are exclusive to HelmsBriscoe.

Up-to-date property and industry information and intelligence

Assistance with contract clauses

Favorable resolution of contract issues (i.e. cancellation and attrition)

Invitations to hotel Client events and educational familiarization trips Furthermore, HelmsBriscoe’s volume of business has been recognized as a powerful force resulting in each major chain assigning global and national sales representatives to concentrate specifically on HelmsBriscoe business.



IV. Testimonials and References

Client Testimonials: “For my company’s annual conference, we count on HelmsBriscoe to help us with all hotel contracts. My HB Associate has been a master at helping us to negotiate hotel contracts. I’ve learned that hotels are a lot more willing to negotiate with HelmsBriscoe than they are willing to negotiate with me directly, simply because HelmsBriscoe can help influence the hotel’s future business.” TMA Resources, Inc “Words cannot truly express my appreciation for all my HelmsBriscoe Account Managers have done to make our annual company trip and meeting a success. Without their help, I would have never been able to pull it off. From the site visit to now, and through all of the contract negotiations, their support has been such an incredible asset. Having HelmsBriscoe on our side provided the leverage we needed for our group to secure the accommodations and services we desired while keeping an eye on our bottom line. I look forward to planning next year's event with HelmsBriscoe's assistance. I can't imagine doing it any other way.” Finit Solutions “I am currently the President of the Florida Association of School Psychologists and we have been using HelmsBriscoe for several years now. They are quick, efficient, and very accommodating to our needs. They go the extra mile to get us the room rates and amenities we need for both of our major events each year. Site visits are a breeze as they have set everything up for us in advance and, most importantly, they charge nothing for their services. We average 700 attendees at our fall event and somewhat less at our summer conference, no matter the number - HelmsBriscoe has gotten us fantastic deals and locations. I highly recommend this company for your group.” Florida Association of School Psychologists “I hadn’t worked with HelmsBriscoe before when a peer of mine in another area of the company recommended I talk with them to assist in finding a location for our most important meetings of the year. As we were trying to pull together our requirements, find locations and sign a contract, we were in the middle of a huge project that often took our attention away from our meeting planning. Our HelmsBriscoe contact was always there for us to keep us on track and moving forward. I can't tell you how thankful we were for their excellent customer service and attention to detail. My teammate on this project and I felt comfortable with HelmsBriscoe immediately and found them very efficient and enjoyable to work with. We were pleased with the property selections HelmsBriscoe found for us and their tireless efforts in getting us to the point of a signed contract. We absolutely will be using HelmsBriscoe again in the future and will be recommending the organization to others we know who are in need of their services.” U.S .Bank



HB Cruises Client Testimonials:

“It is wonderful to know that all your needs will be handled by one reliable, trust-worthy source. HelmsBriscoe takes the worry out of pulling all the crucial details together to make sure our top executives and sales people have the best cruising experience possible. They make it seamless - from cruise line & destination recommendations, to ground transportation, flights, excursion, pre/post hotel arrangements, etc…I have one resource who handles it all and the comfort of knowing my guests will be in great hands – making my job a little less stressful! HelmsBriscoe is truly a great, reliable partner!”

Prinova USA “Our company had a very positive experience working with HelmsBriscoe on our recent cruise. HelmsBriscoe was extremely helpful and provided outstanding customer service while showing an amazing level of patience with our last-minute adjustments. The service from HelmsBriscoe was a huge plus and a truly great example of caring for a client. HelmsBriscoe simply went way above and beyond and, as a result, our entire team had a great trip. HelmsBriscoe has always been professional and honest with our organization and we appreciate their assistance and the relationship. My expectation is we will continue to rely on HelmsBriscoe in the future.” Kimball West



Hotel Executive Testimonials: “At Starwood Hotels & Resorts, we appreciate the partnership we have formed with HelmsBriscoe. HB Associates know how to connect customers with our hotels and work closely with our teams that work for all. Their dedication and loyalty to their Clients sets them apart. It is a pleasure working with HelmsBriscoe and their Associates.” Christie Hicks Senior Vice President Global Sales Starwood Hotels & Resorts “HelmsBriscoe is responsive, creative and we enjoy working with them. They understand the meaning of partnership. When I reach out to the HelmsBriscoe colleagues what I get in return is thoughtful, measured and an effective response intended to truly provide assistance.” Tom Faust Vice President, Sales & Distribution Omni Hotels “HelmsBriscoe is made up of sales professionals that understand the hotel business. As we enter a period of uncertainty and challenge in the meetings industry it is even more important to have partnerships with organizations like HB that have a proven track record and the skill set to procure smart effective meeting programs for their customers and our hotels. We see tremendous value in working with HB.” Larry Luteran Senior Vice President Global Sales and Industry Relations Hilton Worldwide

Hotel Global Sales Testimonials: “Having worked closely with HelmsBriscoe at InterContinental Hotels, I find that they always strive to achieve the best for their Clients. Their Associates frequently go above and beyond to ensure that Client’s needs are met. HelmsBriscoe is a dedicated group of professionals!” Michael Joseph Global Sales InterContinental Hotels and Resorts

“Marriott has enjoyed a significant and meaningful business relationship with HelmsBriscoe for many years. We consider HelmsBriscoe and their Associates to be valued partners of Marriott and highly capable advocates for you and your business needs.” Lorie Lambert Global Account Executive Marriott International



Global Destination Testimonials: “The Miami CVB values the partnership with the HelmsBriscoe Associates and Organization. Miami is a wonderful and popular destination and we are always working together to offer the best hotels and venues to our clients. Our mutual goals of taking care of our clients’ needs and creating great experiences make us great partners. HelmsBriscoe provides an extension of our GMCVB sales efforts and we strive to offer the best experience and product to our clients. We look forward to many more years of partnering together to promote Greater Miami. “ Marti Tejada Convention Sales Manager Miami Convention & Visitors Bureau “The Dallas Convention & Visitors Bureau is proud of our continued partnership with HelmsBriscoe. Their 1,200+ associates provide wonderful opportunities and exposure to the Dallas metroplex and our members. HelmsBriscoe's resources for site selection and planning are top notch and we are honored to be an extension of their team with any client considering Dallas or our surrounding area.“ Darren Temple Senior Vice President Sales & Services Dallas Convention & Visitors Bureau “The Scottsdale Convention & Visitors Bureau is incredibly fortunate to partner with HelmsBriscoe, and having their headquarters right in our backyard is just a perk. HelmsBriscoe works with the CVB’s team to bring tourism dollars to Scottsdale. Our hotel and resort members have been thrilled to benefit from our partnership’s success. The HelmsBriscoe team is attentive, responsive, and overall a pleasure to work with. We look forward to continuing our relationship with them as we constantly strive to bring business to our city.” Kelli Blubaum Vice President of Convention Sales & Services Scottsdale Convention & Visitors Bureau



V. Global Reach

One of the overall benefits of an organization the size of HelmsBriscoe is the ability to capitalize on the power of our network. Associates can use to their advantage selling points of a global organization, which includes a prestigious list of organizations we currently serve. Because of our tremendous distribution and international volume, you have the resources to book any destination in the world with the confidence that you are getting the right product and terms for your Client.

VI. Comprehensive Associate Education

HelmsBriscoe is committed to providing the best and most comprehensive education for all Associates. HB Leadership is dedicated to providing thorough knowledge of the Client sales process, site selection process, technical and efficiency tools, and other needs that are necessary to have a successful business. The following are only a few areas where ongoing guidance and support are provided by HB Leadership:

Proprietary new Associate education focused on applying your skills to the HB model

Educational opportunities through company-wide annual meetings

Regularly scheduled team and regional meetings

Critical skill development

One-on-one coaching

Mentoring programs

Monthly team calls

Industry job cross programs

Business planning and goal setting

VII. Associate Compensation

HelmsBriscoe Associates work as independent contractors on a 100% commission basis (no salary) with an unlimited earning potential. Partner hotels pay a placement fee on booked revenue. Our final agreement with each Associate details the specifics of how each booking is compensated.

VIII. HB ResourceOne-Meeting Management

HB ResourceOne was created in response to HelmsBriscoe Clients who wanted our company to handle all the details of their meeting. HB ResourceOne provides complete meeting management services to HelmsBriscoe Clients. Offerings include: housing and registration, group air and ground transportation, logistics, stage production, exhibit management and budget oversight.



IX. HelmsBriscoe Cruises

HelmsBriscoe Cruises is committed to providing exceptional customer service with a level of expertise, resources, and leverage that is unmatched in the industry. Our team of cruise experts provides Associates with the tools and knowledge necessary to assist Clients with all of their cruise needs. HB Cruises works with Associates to qualify Clients’ needs, secure proposals from the cruise industry, advice on cruise contract issues, and provide administrative support for cruise bookings. At the Client’s request, the cruise team may provide additional services including registration, event marketing, and hands-on assistance during the event. HelmsBriscoe Cruises offers Clients exclusive amenities and offers Associates peace of mind that their Client will experience a successful event at sea with the support of the HB Cruise team.

X. The HelmsBriscoe Difference

Partner Hotels

HelmsBriscoe is unique in our industry in that we have established marketing partnerships with a number of hotels and hotel companies. Referred to as "Partner Hotels," these partnerships have several aspects that benefit HelmsBriscoe Associates as well as our Partners. Associate benefits:

Partner hotels are familiar with HB and have expressed a strong willingness to work with us. We don’t have to “sell” ourselves

In many cases, Partner hotel companies have assigned dedicated staff to handle all HB business, making the search and booking process fast and easy

Partner hotels offer special meeting values that can be passed on to our Clients Partner benefits:

Access to HB Associates who, by our numbers, represent a great deal of potential business to them

Preferred status at the HB Annual Business Conference and Partner Fair, allowing them to meet Associates on a one-on-one basis to promote their property or brand

Access to HB intranet sites, HB InSite and HB Connect. Partners can post information on their properties, list need dates, post special incentives and keep Associates updated about their brand or hotel

These agreements are long term which in a constantly changing business environment is a commitment from our Partners to HelmsBriscoe and HelmsBriscoe’s commitment to our Partners. HB Associates have unlimited hotel inventory and book both Partner and non-Partner hotels.



Destination Partners

HB has established a Destination Partnership Program for CVBs/DMOs across the globe. Our partnership program merges the power of our Associate network with the power of the destination’s knowledge so that HB Associates can take better care of their customer and confirm more business. Associate benefits:

Destinations provide a wealth of information, knowledge, expertise and services that benefit Associates and their Clients

In many cases, Destination Partners have assigned dedicated staff to provide HB Associates immediate assistance with site visits, venue selection, transportation needs and marketing

Partner destinations offer exclusive meeting value adds that can be passed on to our Clients

Partner benefits:

Access to all HelmsBriscoe offices, domestically and internationally, as a Destination Partner including educational familiarization trips and event opportunities

Preferred listings and enhanced information within the HelmsBriscoe system worldwide, including enhanced communication vehicles and the ability to list special need periods and value offerings

Access to HelmsBriscoe’s destination production analytics

Preferred Partner registration for the HB Annual Business Conference and Partner Fair

Our Partnership program merges the power of our Associate network with the power of the destination’s knowledge so HB Associates can provide enhanced services to their Clients.

XI. Marketing Tools HelmsBriscoe provides all collateral materials including; stationary products, business cards, customized E-Greetings, brochures and electronic brochure templates, available in seven languages, to help get your business off the ground quickly. Individual landing pages are available for Associates to develop a personal web bio on the public HB website. Access to HB press releases, industry articles and other information that can be shared with Clients is also available on our public website. HelmsBriscoe is engaged in all major social media sites, including Facebook, Twitter, Instagram, Pinterest, LinkedIn, YouTube and Google+. In addition to our public presence on these different mediums, we provide our Associates with a Private Facebook Group for their personal use and networking as well as a private LinkedIn group that includes more than 1,500 industry professional members. HelmsBriscoe distributes a quarterly newsletter for Associates to send to their Clients and prospects that includes HelmsBriscoe news as well as industry updates and fun facts.

XII. Accounting The Accounting team, in Scottsdale (USA) and in Manchester (UK), provides Associates with the following commission collection activities:



Invoicing following signature of contract and definite booking form entry

Advance invoicing for Partner hotels after group goes definite

Invoicing for completed programs within 15 days of program completion

Follow up invoicing every 30 days until payment is made in full

Sends monthly statements to all properties

Assists in research of payments and payment discrepancies

Collection calls on late/delinquent payments

Management of accounts receivable/advance receivables

Provide aging reports to hotel executives

Fast Pay Program Associates are provided online report access detailing real time booking activity including; booking status, collection efforts, Client production and fee forecasting figures for budgetary analysis.

XIII. HelmsBriscoe Events

Annual Business Conference and Partner Fair (ABC) This event takes place annually and gives us the chance to:

Network with Associates from other HB regions

Attend an information-packed General Session and Associate networking session

Participating in the HB “Partner Fair” trade event enables us to meet industry Partners and hoteliers from hotels and resorts worldwide

Recognize our Top Producers at our Awards and Recognition Ceremony

Regional & Super Regional Meetings HelmsBriscoe leaders coordinate regional team and super regional meetings at their discretion, allowing Associates to come together to network and share ideas with others on their teams or in their regions.

Client Events and Partner Appreciation HelmsBriscoe leaders coordinate the planning of local and regional Client events and hotel/CVB Partner appreciation gatherings for the participation of HB Associates, their Clients and industry Partners.

XIV. License Agreement

All HelmsBriscoe Associates are Independent Contractors. As such, you are asked to sign a License Agreement that governs your relationship with HelmsBriscoe. This License Agreement will specify the specific terms of your engagement. The service, commissions and incentives discussed in this document are for informational purposes only and in no way infer any obligation upon HelmsBriscoe outside of specific claims within the License Agreement.

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