PFP PLAN FUNDAMENTALS –05-02-14 –

This revised 2014 PFP Plan effective October 1 2013, will be tested over the coming months and reassessed for viability and effectiveness.

The PFP plan of 2014 will follow the basic principles of the previous PFP plan. However in order to attempt to simplify the administration of the plan, we have attempted to avoid distinguishing between Year-1 and subsequent years when applying Commission Credits. This may not be practical. We have also simplified it in a number of other ways as well.

If it is deemed unaffordable or inequitable in any way to any particular service line, it will be revised accordingly.

CRMs will earn "Commission Credits" as a percentage of Flex marginal income for Flex service lines or a percentage of Net Revenue for all other service lines.

On a quarterly basis, once the Commission Credits exceed the base salary package for the quarter, the remaining Commission Credits will be paid to the CRM as a one-time bonus.

CATM PRINCIPLES

Currently, CRMs will be costed to one of the following Branch profit centres:

-  Flex - Drake Overload and Drake Industrial

-  Drake Training

-  Drake Medox

-  Drake Safety

-  Drake Workwise

-  Drake Talent Management Solutions

On joining the company, or shortly thereafter, a CRM will be assigned an initial small group of approximately 20 – 30 companies (both clients and prospects) carefully selected following the standard CATM principles based on industry experience, functional experience, previous relationships, etc. As the CRMs prove that they can open more and more accounts, further companies can be added to the CATM list.

Initially, the CATM assignment can only be for the service line to which the CRM reports.

All CATM assignments must be approved by either the Area Manager or the National Manager of that service line.

As the CRM sells One Drake and opens up and sells another service line opportunity, if the additional service line has not already been assigned to the CATM of another CRM in another service line, then the CRM can request that the additional service line for that client company be added to his/her CATM territory.

If there is any conflict with another service line surrounding the assignment of the account to a particular service line, it must be referred to either the Profit Improvement Manager or the Regional Manager.

Once assigned, CATM territories should not be altered except upon the request of the client or due to exceptional circumstances which need to be approved by the Profit Improvement Manager or the Regional Manager.

Conceivably, for example, a CRM in one service line could also hold the CATM ownership of an account for all of the other service lines if the CRM opened up the account for the other service lines before anyone else did. In any event, this should be the objective for every CRM as this is reflective of the One Drake concept. Also, opening up an account for all service lines is the most efficient way to manage the account from the point of view of both the CRM and the client.

Therefore every CRM who is assigned an account for particular service line should waste no time to open up business for all of the other service lines rather than waiting for a CRM from another service line to have to intervene to open up business for that service line.

National Account Managers will belong to a particular branch and service line. Their costs will be allocated to the profit centre branch where they are based. They will receive full commission credits only on business based in their CATM territory. They will receive shared Commission Credits as outlined below on all other CATMs. All PSAs are generally a product of the efforts of the proposal team and several other individuals.

If a National Account Manager is required to travel across states to service the CATM outside his or her normal resident state, any travel and accommodation expenses incurred on such travel will be deducted from the PFP credit.

FLEX NET REVENUE - FLEX PROFIT CENTRES

For Flex revenue, CRMs will be credited on Incremental Revenue over and above Starting Revenue. The measurement will start at the beginning of the next quarter after they joined the company. In each subsequent year the CRM will continue to be measured on the Incremental Revenue over and above the initial Starting Net Revenue.

Revenue comparisons for Starting Net Revenue are calculated on a quarterly basis in comparison to the previous year’s quarter, not on an annual basis. In this way we get a proper comparison that takes into account seasonal variations.

Flex Marginal Income = Net Revenue – 4.5% of sales.

Incremental Revenue will be credited at 18% of Marginal Income to their Commission Credits.

If the invoices are not collected within 90 days, that Revenue will not be counted when calculating the Incremental Net Revenue

NATIONAL ACCOUNTS

The Flex Net Revenue will be credited in full to the Branch filling the business. The Commission Credits will be charged to whichever Branch is filling the business.

Commission Credits on volume generated in the State where the National Account Manager is based will be fully credited to the National Account Manager provided there is no other CRM on the CATM, if there is a another CRM on the CATM then commission credit will be shared between National Account Manager 25% and other CRM 75%.

Share of the Commission Credits generated in other States will be same as above which is 25% to National Account Manager and 75% to the local CRM.

FLEX NET REVENUE - OTHER PROFIT CENTRES

CRMS based in branches other than a Flex Branch will not receive credit on any orders for Flex business that they pick up casually as this is too difficult track and measure. They will receive credits on Flex business only if they have been assigned that account for Flex in their CATM.

They will receive Commission Credits on Flex business as outlined above. The Incremental Net Revenue will be allocated 40% to the Branch in which the CRM is based and 60% to the Flex Branch processing the order. In this case the Commission Credits will be charged to the Branch where the CRM is located.

The Net Revenue credit and the CRM Commission Credit will be ongoing at the same rate as long as the client company continues to do business without interruption for a 12 month period. In the event that the CRM departs the company, since the account is being serviced as One Drake, although CRM Commission Credits will cease on existing business which will be classified as Starting Net Revenue for the next CRM, the Net Revenue credits to the Branch will continue and the Branch where the CRM was located will reassign the account to another CRM.

After a 12 month lapse of activity, if the non-Flex Branch does not reactivate the account, whichever profit centre resurrects the account, the CRM involved and the Branch involved will receive the Commission Credits based on Incremental Net Revenue as outlined above as in this case the Starting Net Revenue is zero.

DRAKE RECRUITMENT SERVICES

If a CRM picks up an order from an existing account serviced by DRS, 40% of Net Revenue will be credited to the profit centre of that CRM, and 60% to the DRS Branch. The CRM will receive 14% of the Net Revenue. The Consultant will be credited with 60% of the Net Revenue for purposes of calculating their commission credit.

If a CRM opens up a new DRS account which is then added to the CRMs CATM, the profit centre of the CRM on an ongoing basis on will receive 40% of the Net Revenue and the DRS profit centre will receive 60%. The CRM will receive a 14% Commission Credit of the Net Revenue total. The Consultant will be credited with 60% of the Net Revenue for purposes of calculating their commission credit.

In the event that the CRM departs the company, since the account is being serviced as One Drake, although CRM Commission Credits will cease on existing business which will be classified as Starting Net Revenue for the next CRM, the Net Revenue credits to the Branch will continue and the Branch where the CRM was located will reassign the account to another CRM who will be compensated for Net Revenue over and above Starting Net Revenue calculated on an annual basis.

After a 12 month lapse of activity, if the DRS Branch does not reactivate the account, whichever profit centre CRM resurrects the account will receive the initial credits as outlined above and on a continuing basis.

DRAKE TRAINING

Drake Training CRMs will receive a 14% Commission Credit on all Incremental Net Revenue in accounts in their CATM.

After a 12 month lapse of activity, if the Drake Training Branch does not reactivate the account, whichever profit centre resurrects the account will receive the initial credits as outlined below and on a continuing basis.

DRAKE WORKWISE -

Drake WorkWise CRMS will receive a Commission Credit of 14% of Incremental Net Revenue for all sales on a continuing basis.

After a 12 month lapse of activity, if the Drake WorkWise Branch does not reactivate the account, whichever profit centre resurrects the account will receive the initial credits as outlined below and on a continuing basis.

DRAKE SOLUTIONS

Drake Solutions CRMs will receive a Commission Credit of 14% of Incremental Net Revenue for all sales on a continuing basis.

After a 12 month lapse of activity, if the Drake Solutions Branch does not reactivate the account, whichever profit centre resurrects the account will receive the initial credits as outlined below and on a continuing basis.

DRAKE TRAINING – DRAKE WORKWISE – DRAKE SAFETY - DRAKE SOLUTIONS –

SOLD BY OTHER PROFIT CENTRES

If a CRM picks up a onetime order from an existing account serviced by either of these service lines, 40% of Net Revenue will be credited to the profit centre of that CRM, and 60% to the profit centre of the service line delivering the service or product. The CRM will receive a Commission Credit of 14% of the Net Revenue total.

If a CRM opens up a new account for one of these service lines, the account will be added to that CRMs CATM. The profit centre of the CRM will be credited with ongoing Net Revenue at the rate of 40% of the Net Revenue and the Drake Delivery profit centre will be credited with 60%. The CRM will receive a 14% Commission Credit of the ongoing Net Revenue total.

The Net Revenue credit and the CRM commission will be ongoing at the same rate as long as the client company continues to do business without interruption for a 12 month period.

In the event that the CRM departs the company, since the account is being serviced as One Drake, although CRM Commission Credits will cease on existing business which will be classified as Starting Net Revenue for the next CRM the Net Revenue credits to the Branch will continue and the Branch where the CRM was located will reassign the account to another CRM.

LEADS - DRAKE TRAINING – DRAKE WORKWISE – DRAKE SOLUTIONS –

In the event that a CRM turns in a lead to one of these service lines which the Subject Matter Expert CRMs must close, the profit centre of the CRM will receive 20% of the Net Revenue and the Delivery profit centre will receive 80%. The CRM will receive a 4% Commission Credit of the Net Revenue billed charged to its profit centre. The Drake Delivery profit centre CRM will be credited with 10% of the Net Revenue.

If this is ongoing business, the CRM who discovered the lead will continue to receive Commission Credits and the Net Revenue split will remain the same.

SUMMARY:

The key to consecutively building up revenue month after month and compounding the growth of Commission Credits is as follows:

-  Gain a much better understanding of your client's current business needs, as well as their longer term goals and objectives through the Drake Socratic questioning approach as outlined in our Application Sales Models. In this way, you will be able to provide the appropriate Solutions for their various issues through our consulting and our extensive range of HR technologies and services, that many of your clients today may not even realise they can get from us. Best of all, your clients won't even realise that you are 'selling' to them.

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The above Commission Credit plan is subject to change or replacement at anytime at the discretion of the Company.

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