contentsconcisecapital.com/documents/presentations/ava_final_2010.pdf · iseo pasquali, ca, cbv,...

Welcome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Conference Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Sponsors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Loews Complex Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Upcoming CICBV Conferences . . . . . . . . . . . . . . . . . . . . . . . . .13

Upcoming ASA Events of Interest . . . . . . . . . . . . . . . . . . . . . . . .14

Local Attractions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Exhibitors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

Contents

chair’s welcome letterDear Colleagues,

On behalf of the American Society of Appraisers-BV Committee & The Canadian Institute of Chartered Business Valuators, we would like to welcome you to the 2010 ASA-CICBV Business Valuation Conference in beautiful South Beach, Miami . We have planned a comprehensive program and assembled an exceptional line-up of expert speakers . These experts will address key issues and concerns that impact you, your organization and the Business Valuation profession .

Participants can expect sessions that deal with current issues at an advanced level. Valuation for financial reporting topics include earnouts and contingent liabilities, valuing illiquid securities and considerations for complex capital struc-tures . Delegates involved in transactions/advisory can attend sessions that ad-dress ESOP’s, private equity markets and fairness opinions . Fair market value/litigation speakers will cover the use of valuation theory as a measure of loss, practical applications for real options and errors in expert reports . Keynote speaker, Ted Fishman, will discuss The Urgency of China: How China’s Next Act Changes Our World .

There will be ample opportunities to network with your peers. We hope you find this year’s conference to be both enjoyable and educational .

Sincerely,

Linda Trugman, ASA Lorne Siebert, FCBV, Co-Chair of the 2010 Co-Chair of the 2010 ASA-CICBV BV Conference ASA-CICBV BV Conference

Committee

Conference Co-Chairs:

Linda Trugman, ASA, Trugman Valuation Associates, Inc . Plantation, FL

Lorne Siebert, FCBV, Siebert Pask, Calgary, AB

Committee:

William Armitage, CBV, Ernst & Young LLP, Toronto, ON

Laurent Despres, FCBV, PricewaterhouseCoopers LLP, Quebec City, QC

Richard W. Goeldner, ASA, FairValue Advisors LLC, Atlanta, GA

Victor E. Jarosiewicz, ASA, PCE, Winter Park, FL

Howard Johnson, CBV, Veracap Corporate Finance Limited, Toronto, ON

Bob Morrison, ASA, RSM McGladrey, Inc ., Orlando, FL

Deborah Pelle, CICBV, Toronto, ON

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Silver

2010 Conference Sponsors

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5

Benchmark welcomes all Ontario attendees to this year’s ASA-CICBV Business Valuation Conference!

2010 ASA-CICBV Business Valuation ConferenceSouth Beach, Miami, FL October 4-6, 2010

A G E N D A

Monday, October 4Date/Time Fair Value Transaction Advisory General BV & Litigation

7:00 AM – 8:15 AM

Registration/Continental BreakfastAmericana Foyer

8:15 AM – 8:30 AM

Opening Remarks

Linda Trugman, Conference Co-Chair

Lorne Siebert, Conference Co-Chair

Monday Americana Ballroom 3-4

8:30 AM – 9:30 AM

The Urgency of China: How China’s Next Act Changes Our World

Ted C. Fishman, Global Economic Expert and Author, China, Inc ., Chicago, IL


9:30 AM – 10:30 AM

Dynamic Communication

Barbara Tannenbaum, PhD . Dynamic Communication, LLC


10:30 AM – 11:00 AM

Refreshment BreakAmericana Foyer

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Date/Time Fair Value Transaction Advisory General BV & Litigation

11:00 AM – 12:30 PM

Squaring the Circle: Can the Income and Market Approaches be Reconciled?

Chris Mercer, ASA, CFA, ABAR Chief Executive Officer, Mercer Capital Management, Memphis, TN

Don Drysdale, CPA, ASA, ABV Managing Member, Drysdale Valuation, Tuscon, AZ

C. Donald Wiggins, D .B .A ., ASA, CVA, CPA/ABV, CEPA Principal and President, Heritage Capital Group, Inc ., Jacksonville, FL


12:30 PM – 1:30 PM

Networking LunchAmericana Ballroom 1-2 & Americana Foyer

1:30 PM – 3:00 PM

Concurrent Sessions

Current Issues in Fair Value

M&A Buy and Sale Side Acquisition Advisory Services, Where does the valuator fit in?

Real Option Applications — Improving Traditional Valuation Methods

Chris M. Mellen, ASA, MCBA, CM&AA, President, Delphi Valuation Advisors, Inc ., Boston, MA

Jay Patel, CA, CBV, ACCA (UK) Partner, Ernst & Young LLP, Toronto, ON

Mark Weston, CA, CBV Vice-President, Pricewaterhouse- Coopers LLP, Calgary, AB

Dennis J. Roberts, Chairman, The McLean Group, LLC, McLean, VA

Kevin P. Couillard, ASA, CFA Executive Director, FairValue Advisors, LLC, Atlanta, GA

Michael Samis, Ph .D ., P .Eng . Vice-President, Transaction Advisory Services, Ernst & Young LLP, Toronto, ON

Monday Americana Ballroom 3-4 Poinciana Salon 1-2 Poinciana Salon 3-4

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Date/Time Fair Value Transaction Advisory General BV & Litigation

3:00 PM – 3:30 PM Refreshment Break

3:30 PM – 4:30 PM

Concurrent Sessions

Fair Value Measurements of Earnouts and other Contingencies

The Theory of Value and the Reality of Price

Errors in Valuation & Litigation Reports

Mark Zyla, CPA/ABV, CFA, ASA Managing Director, Acuitas, Inc ., Atlanta, GA

Michael Poole, PCE Investment Bankers, Inc . Winter Park, FL

William C. Quackenbush, MBA, ASA, CBA, ABAR Managing Director, Advent Valuation Advisors, NY, NY

Monday Americana Ballroom 3-4 Poinciana Salon 1-2 Poinciana Salon 3-4

4:30 – 4:35 Change Break

4:35 PM – 5:35 PM

Four Generations — Four Approaches to Work

Monday

Adwoa Buahene, Managing Partner, n-gen People Performance Inc ., Toronto, ON

5:35 PM – 7:30 PM

Cocktail ReceptionConference Terrace and Lawn

What matters?

I want to accomplish my goals. I see endless possibilities. I will break new ground. I can create my own career.

My potential is now.

Challenge. Growth. Opportunity. Reputation.

I matter.* www.pwc.com/ca/jobs

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PricewaterhouseCoopers is committed to building a diverse workforce representative of the communities we serve. Qualified candidates are encouraged to apply.

© 2009 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity.

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Tuesday, October 5Date/Time Function Transaction Advisory General BV & Litigation

7 :15 AM – 8 :15 AM

Registration/Continental Breakfast

Americana Foyer

8 :15 AM – 8 :30 AM

William C Quakenbush, ASA-BV Chair

Farley Cohen, CICBV Chair

Tuesday Americana Ballroom 3-4

8:30 AM – 10:00 AM

Forecasting: The Good, The Bad & The Ugly — Valuing The Public vs. Private Company

Jeffrey S. Tarbell, ASA, CFA, Director, Houlihan Lokey, San Francisco, CA

Gary R. Trugman, CPA/ABV, MCBA, ASA, MVS, President, Trugman Valuation Associates, Inc ., Plantation, FL

Tuesday Americana Ballroom 3-4

10:00 AM – 10:30 AM


10:30 AM – 12:00 PM

Concurrent Sessions

Impairment Under IFRS — Applying IAS 36 during the Crisis

Management Buyouts Valuation of Debt — Financial Reporting and Market Considerations

Iseo Pasquali, CA, CBV, CFE, Partner, Deloitte & Touche LLP, Toronto, ON

Paul Munter, Partner, KPMG LLC . , NY, NY

Howard E. Johnson, FCMA, CA, CBV, CPA, CFA, ASA, CF, C .Dir . Managing Director, Veracap Corporate Finance Limited, Toronto, ON

Tom Krasner, CFA Principal, Concise Capital Management, LP, Coral Gables, FL

Raymond Rath, ASA, CFA, Director, Transaction Services, Accounting, Valuation & Financial Reporting Advisory, PricewaterhouseCoopers LLP, Los Angeles, CA

Tuesday Americana Ballroom 3-4 Poinciana Salon 1-2 Poinciana Salon 3-4

12:00 PM – 1:00 PM

Networking LunchAmericana Ballroom 1-2 & Americana Foyer

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Date/Time Function Transaction Advisory General BV & Litigation

1:00 PM – 2:00 PM

Concurrent Sessions

Valuing Illiquid Financial Securities

Private Equity Markets Real Property and Machinery Equipment Appraisals as They Relate, Compare and Contrast with Business Valuation

Lawrence Levine, ASA Director Financial Advisory Services Practice, RSM McGladrey, Inc ., Chicago, IL

Jim Webster, VP Risk Management, North American Private Equity Coverage, Roynat Capital, Toronto, ON

Jamie Elias, Partner Trivest Inc ., Coral Gables, FL

Roger P. Durkin, ASA Appraisal Instructor, Durkin Valuation Consultants, Boston, MA

Richard Berkemeier, ASA, Senior Appraiser — ASA, Warwick, RI


2:00-2:0 Change Break

2:05 PM – 3:05 PM

Concurrent Sessions

Fair Value Audit Failures

ESOP Arena Trends and Issues

The Use of “Business Value” as a Measure of “Loss” in Litigation

Don Charles, Ernst & Young LLP, Atlanta, GA

Mark Edwards, Partner & Practice Leader, Valuation Services Grant Thornton LLP, Charlotte, NC

Donna Walker, CFA, FASA Principal, Columbia Financial Advisors, Inc ., Portland, OR

Prem M. Lobo, CA, CBV, CPA Principal, Cohen Hamilton Steger & Co . Inc ., Toronto, ON


3:05 PM – 3:35 PM


3:35 PM – 5:05 PM

Concurrent Sessions

ASC Topic 718 (SFAS 123R): “Cheap Stock” Valuation Issues and AICPA Practice Aid Update

Fairness Opinions in Related Party Transactions — Contrasts Between the U.S. and Canada

Strategies for the Expert Witness: What Worked and What We’d Rather Not Talk About

David Dufendach, CPA/ABV, ASA Partner, Grant Thornton LLP, Seattle, WA

Chad Kokenge, Partner, Pricewaterhouse-Coopers LLP, Florham Park, NJ

Gilbert E. Matthews, CFA Chairman and Senior Managing Director, Sutter Securities Incorporated, San Francisco, CA

Ralph Shay, LL .B ., MBA Partner, Fraser Milner Casgrain LLP, Toronto, ON

Bob Morrison, ASA Managing Director, RSM McGladrey, Inc ., Orlando, FL

Farley Cohen, MBA, CA•IFA, CIRP, CBV, ASA, Principal, Cohen Hamilton Steger & Co . Inc ., Toronto, ON

Jay Fishman, FASA Managing Director, Financial Research Associates, Bala Cynwyd, PA

Line Racette, FCA, FCBV, ASA, CA•IFA Partner, Advisory Services, KPMG LLP, Montreal QC


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Wednesday, October 6Date/Time Function

7 :15 AM – 8 :15 AM

Continental BreakfastAmericana Foyer

8 :15 AM – 9 :15 AM

Discussion of Best Practices Regarding Control Premiums

Eric W. Nath, ASA Eric Nath & Associates, LLC, San Francisco, CA

Dayton D. Nordin, ASA Principal, Transaction Advisory Services — Valuation & Business Modeling, Ernst & Young LLP, Boston, MA

Americana Ballroom 3-4

9:15 AM – 9:25 AM


9:25 AM – 10:25 AM

Valuation Trends in Worldwide M&A Transactions 2007 – 2010

Murray M. Beach, CPA, ABAR Managing Director, TM Capital Corp ., Boston, MA


10:25 AM – 11:25 AM

Circular 230 — The Impact on BV Appraisers who Provide Valuation Services

Karen L. Hawkins Director of the Office of Professional Responsibility — IRS, Washington, DC


11:25 AM – 11:30 AM

Closing Remarks

Lorne Siebert & Linda Trugman, Conference Co-Chairs


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www.Cool Life Systems.comCall toll free: 800.988.8850

offer expires 11/10/2010

*on new serviceagreements for

attendees of the2010 ASA-CICBVJoint Conference

2 Free Monthsadded to your

first year term!

General Information

Loews South Beach Miami Hotel 1601 Collins Avenue, Miami Beach, FL 33139 Phone: 305.604.1601 Fax: 305.531.8677

RegistrationThe Conference Registration Desk will be located in the Americana Foyer and will be staffed as follows:

Monday, October 4 — 7:00 AM – 5:45 PM Tuesday, October 5 — 7:00 AM – 5:15 PM Wednesday, October 6 — 7:00 AM – 11:45 AM

Location of Sessions & ExhibitsThe plenary sessions will be held in Americana 3-4 . The breakout sessions will be held in Poinciana Salon 1-2 and Poinciana Salon 3-4 .

The exhibits can be found in the Americana Foyer (conference foyer) .

Refreshment BreaksRefuel between educational sessions with a snack and network with your peers . Refreshment breaks will be served in the Americana Foyer, allowing you to maxi-mize your time between sessions .

ServicesBadges — Please wear your name badge at all times while attending the conference .

Lost and Found — Check with the Registration Desk .

Smoking Policy — Smoking is prohibited in the Hotel .

Cell Phones & PagersAs a courtesy to our speakers and your fellow conference delegates, please si-lence your cell phones and pagers during all conference sessions .

Loews Business CentreThe Loews Business Centre is open during the following hours (please see Lobby Desk for directions)

Monday – Friday — 7:00 AM – 7:00 PM Saturday – Sunday — 9:00 AM – 7:00 PM

Complimentary wireless internet is located in the Hotel Lobby .

Fitness CentreThe fitness centre is located in the Elemis Spa, in the lower lobby of the St. Moritz. There is a $ 10.00 daily access fee per guest to use the fitness centre facilities.

Check-in and Check-out TimesCheck-in time for all attendees is 4:00 PM . Attendees may be checked in earlier depending on occupancy levels and availability of “ready” rooms . Check-out time is 11:00 AM .

Early DepartureAt check-in, each guest will have the opportunity to reconfirm his/her departure date . Any guest departing prior to that date will be assessed a $50 .00 charge, which will be posted to the guest’s individual account .

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Upcoming CICBV Conferences2011 Western Regional ConferenceJune 16-17, 2011 Westin Calgary Calgary, Alberta

2011 Eastern Regional ConferenceSeptember 8-9, 2011 Westin Halifax Halifax, Nova Scotia

2012 National ConferenceSeptember 20-21, 2012 Westin Bayshore Vancouver, British Columbia

2013 Eastern Regional ConferenceJune 20-21, 2013 Westin Ottawa Ottawa, Ontario

2013 Western Regional ConferenceSeptember 19-20, 2013 Westin Whistler Resort & Spa Whistler, British Columbia

2014 ASA-CICBV BV ConferenceOctober 27-29, 2014 Westin Harbour Castle Toronto, Ontario

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We have been serving the business, professional and fi nancial communities since 1979, our clients ranging from closely-held businesses to some of the largest multinational corporations in Canada and the U.S. We are advisors in numerous cross-border M&A transactions.

Our professionals have also been retained by Justice Canada, the Canada Revenue Agency, the CRTC, the Competition Bureau, securities regulators, arbitrators and the Courts as their valuation experts.

The Royal Bank of Canada Building3430 – 1 Place Ville Marie

Montréal Canada H3B 3N6www.wiseblackman.com

1-866-998-8100

Upcoming ASA Events

BV201 – Introduction to Business Valuation Part 1November 11-14 – Skokie, Illinois January 13-16 – Manhattan Beach, California March 16 -20 – Bethesda, Maryland June 9-12 – Manhattan Beach, California

BV202 – Introduction to Business Valuation Part 2November 11-14 – Skokie, Illinois February 24-27 – Skokie, Illinois May 12-15 – Bethesda, Maryland June 9-12 – Manhattan Beach, California

BV203 – Business Valuation Case StudyOctober 28-31st – Manhattan Beach, California February 24-27 – Skokie, Illinois May 12-15 – Bethesda, Maryland

BV204 – Advanced topics in Business ValuationJanuary 13-16 – Manhattan Beach, California April 27th– May 1st – Skokie, Illinois

BV301 – Valuation of Intangible Assets for Financial Reporting PurposesJanuary 13-16 – Manhattan Beach, California

BV302 – Special Topics in the Valuation of Intangible AssetsMay 12-15 – Bethesda, Maryland June 9-12 – Manhattan Beach, California

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RestaurantsDevito South Beach (305) 531-0911 Group Friendly | Italian | $25+ per entre In what is arguably one of the hottest corners of the globe, it takes something truly remark-able for tastemakers to rise and take notice . When DeVito South Beach opened its doors at 150 Ocean Driver the remarkable hap-pened . Famed South Flordia restaurateur David Manero has joined together with Michael Brauser and Emmy award-winning Danny DeVito to create one of the most unique dining experiences in South Flordia . By combining the traditional elements of Old World Italian Chop House together with the allure of 1940’s Hollywood and the mystique of Miami Beach, Devito South Beach is quickly becoming the destination for sophisticated residents and visitors alike .

Red The Steakhouse (305) 534-3688 Steakhouse | $25+ per entre We have, quite simply, redefined steak. The result is Red, the Steakhouse, an ex-quisitely designed restaurant that serves as a backdrop for superb cuts of meat and outstanding wines .

Nemo & Suoji Sushi Nemo: (305) 532-4550 Souji: (305)532-4245 Seafood | Specialized Resturant Group | $35+ per entre Myles Chefetz, master chef and local restaurateur, has had overwhelming suc-cess in each of his five specialized restaurants. Although Nemo and Souji are young establishments, each ranks most popular for seafood in the sea dwellers paradise of Miami Beach .

Emeril’s Miami Beach (305) 695-4550 French | Southern | Located within Lowes Hotel Feast on award-winning cuisine by world-renowned Chef Emeril Lagasse . A menu that stars the freshest local catch prepared with a pinch of New Orleans “Bam!” Enjoy a nightly tasting menu and extensive wine list .

Preston’s Brasserie (305) 604-5442 Loacted within Lowes Hotel | Breakfast Menu | Lunch and Dinner Menu A breathtaking oceanfront setting, serving a mix of traditional fare flavored with a “Floribbean” flair. Join us for “Breakfast at Loews” where you can add French-press coffee, freshly squeezed juices or a local Miami flavor to your morning routine or choose to indulge in one of our “Loews American Classics” during lunch or dinner .

Local Attractions

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Miami Beach Hot SpotsPlunge (305) 604-1000 Rooftop Pool and Lounge 18 stories above the ocean, this adult-only tropical playground features a 110-foot long swimming pool on a 26,000 sq ft palm-tree fringed Brazilian Ipe deck, poolside lounges and cabanas and awe inspiring city and ocean views .

Sky Bar (305) 695-3100 Evening Lounge Spread throughout the intense, electric, cobalt blue walls, fountains and pergolas, Skybar in South Beach matches any mood and entertainment at any time within the deeply sensual background of the colorful tropical gardens .

Club Louis (305) 531-4600 Popular Nightclub The Opium Group is one of the country’s most successful hospitality conglom-erates, operating South Beach’s top nightclubs; Mansion, SET and Louis Bar-Lounge, in addition to successful outpost; Privé Las Vegas . A driving force behind South Beach’s ongoing cultural renaissance and the national nightlife industry, The Opium Group has been heralded by People Magazine, Time, Harpers’s Ba-zaar, Travel & Leisure, The New York Times andnumerous other publications for drawing A-list celebrities and the international jet-set to its locations .

Salsa Mia (305) 987-3033 $40 Salsa Classes Salsa dancing is for all ages and cultures and one of the most entertaining ac-tivities you can do in Miami . If you like to meet new people, have an amazing time, and learn to dance, then Salsa Mía is the place for you! A night of Salsa will rejuvenate your mind, body and soul . Stay and dance all night long on Fridays after class in our sizzling Salsa Nightclub .

OutdoorsMiami Beach Golf Club (305) 532-3350 Reserve up to 5 days in advance | $125 per golfer “Miami Beach Golf Club is Art Deco Golf by Arthur Hills . I loved playing golf in the heart of the pulsing South Beach action, only blocks from the beach . The snazzy redesigned holes were just as attention-getting as the colorful neon and pastel palaces of Miami Beach. The flow of the course had a contagious beat like the conga drums and fiery salsa music that waft over it when the ocean breeze sweeps in . Miami Beach Golf Club is Miami’s new vice .” Michael Patrick Shiels — International Golf Writer

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Ocean Force Adventures (305) 372-3388 Zodiac Boat Tour | $150 per person Explore Miami by water and experience the excitement of a Zodiac RIB boat ride on our adventure sightseeing boat tour as you speed across brilliant blue ocean waters and soak up the sun-drenched Florida skies to explore the glam-our, the mystery and the history of Miami Beach and Biscayne Bay . Travel over 40 miles of Biscayne Bay during the 2-hour tour .

Lummus Park (305) 673-7577 5th Street to 23 Street One of the most popular and busy stretches of Miami’s vast beach is concentrat-ed between 5th Street to 23 Street, which is better known as ‘Lummus Park’ . There is a large surf area at the south end of the beach, by the rocks . Topless sunbath-ing is permitted, but nudists are not allowed on this Miami beach . The lifeguard houses on Miami’s South Beach are widely recognized and very much photographed. Why? They’re bright pink and yellow and they’re round. South Beach is beautiful for lots of reasons, but the lifeguard houses are at the top of my list . Any time of year, any time of day, the lifeguard huts are always photogenic and a lasting symbol of South Beach, Miami .

Bass Museum of Art (305) 673-7530 $8 adults | Open Wednesday - Sunday 12-5pm The Bass Museum of Art was established by agreement in 1963 when the City of Miami Beach accepted the gift of the art collection of John and Johanna Bass upon condition that it would maintain the collection in perpetuity, provide for the exhibition of the collections, and keep it open and available to the public . The museum occupies what was originally the Miami Beach Public Library and Art Center, which was designed in 1930 by Russell Pancoast, grandson of Miami Beach pioneer John A. Collins. This was Miami’s first public building with an ex-hibition space for the fine arts, and it was designed to preserve the symmetry of the formal gardens of Collins Park, which had been donated to the City by Collins and laid out in the 1920s . This building is now the centerpiece of the city’s historic district and was placed on the National Register in 1978 .

Florida Everglade Tours (800) 303-1503 Check online for pricing and availability . Pickups from Loew’s Hotel . Enjoy a sightseeing tour of the Everglades from Miami, Florida . This tour takes you on a visit to the largest remaining swamp land in the world . You will experience the thrilling sensation of an airboat ride, and witness the serene beauty of the untamed wilderness of the Everglades . You will see alligators, turtles, rare birds, and all other sorts of plant and animal life .

The Everglades is the largest remaining natural subtropical wilderness in North Amer-ica . Many people believe the Everglades to be just swamp land infested with count-less mosquitoes and other poisonous and dangerous creatures . This type of thinking lead to the rapid depletion of this great habitat in the first place. The vast variety of animals and vegetation consider the Everglades a safe haven from the ever en-croaching human habitats .

2010 Conference Exhibitors

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RoyaltySource®

19

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23

www.Cool Life Systems.comCall toll free: 800.988.8850

offer expires 11/10/2010

*on new serviceagreements for

attendees of the2010 ASA-CICBVJoint Conference

2 Free Monthsadded to your

first year term!

25

Benchmark welcomes all Ontario attendees to this year’s ASA-CICBV Business Valuation Conference!

The most reliable valuation data

on middle‐market private transactions.

www.GFDataResources.com

26

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