From: David Fletcher Date: Wednesday, August 13, 2014 at 6:48 AM To: Brian Connolly , David Raymond Cc: Denise Sejna , Mike Tatoian , Tim Haffner Subject: Re: CBM/MHOF MOU Hello Victus Advisors and the City of Whiting: I have reviewed the document and will forward to the CBM legal counsel. I did not see attachment A (time-line) or attachment B (operating agreement) as part of your e- mail. I am certain that you will supply these attachments later. As I expressed in our 7/12/14 meeting, I am committed going forward full throttle with locating the CBM in Whiting. I accept giving up operational control of the CBM other than to serve on the WEC board and offer my creative input and reputation to the project and continue to be the public face of the CBM. I outlined my position that the current legal entity that operates the CBM, a501c3 tax-exempt Illinois corporation needs to wrap up operations and its assets need to be acquired by the new 509(a)(3) Whiting Entertainment Center, LLC (WEC). It makes no sense for the current entity to continue to exist. The CBM’s two major tangible assets are the Jerome Holtzman collection and the CBM website, with its very unique historical exhibits that include some otherwise long-lost samples of audio game play by play and interviews in the entire country. The acquisition would include assignment of all trademarks for the CBM name and logo branding. The CBM has an outstanding liability of $300,000 that I loaned the organization to acquire the Holtzman collection along with Holtzman name licensing rights in November 2007. Along with waiving interest on the Holtzman collection loan, I will waive the principal on other loans I made to the organization to develop the project as it exists today, ready to go to the next level. During the start-up portion of the project until the doors open, it is essential for the City of Whiting/WEC to engage the current CBM staff (myself, George Castle, Ron Niess, and our webmaster) in a consulting agreement to maintain our present level of operations as an on-line entity that produces fresh CBM-oriented content that engages our current followers until the WEC’s doors open. This consulting agreement would utilize our existing experience, our cultivated relationships, and knowledge of grant and funding opportunities to embrace, promote, build, put forth agendas and further the interests of the museum as it morphs into the WEC. This would include our work in assisting the professional fund-raiser to mine the various prospects we have developed for supporting the CBM/WEC along with future exhibit design. In separate cover, I can provide a sample consulting agreement. I also desire to have input on the executive director (ED) position job description and the hiring process. I have developed a job description that would fit for this key position. I have also identified an excellent candidate for the ED position. This person has a MBA degree and has crucial non-for-profit business experience. She knows the Northwest Indiana market thoroughly through her status as a native of the area. Fletcher