SALES & DISTRIBUTION SERVICESAUTHORIZED DEALERSHIP PROGRAMS

SPACE AGE TECHNOLOGIESROCK SOLID BUSINESS

OPPORTUNITIES

“We understand that without our Dealers we cannot succeed. So we must remain committed to their success!”

“We look forward to helping you build your business.”

Gary OlsenRS&I Founder

On behalf of RS&I Founder, Gary Olsen, and the more than 130 dedicated men and women who make up the RS&I Team, it is my pleasure to introduce you to our company, our business philosophy and the wide variety of products and services we provide to our valued corporate and retail partners.

From the beginning, RS&I has built an impeccable reputation for honesty, hard work and a commitment to exceeding expectations for quality and service. Those principles coupled with an entrepreneurial eye to the future and a culture of frank and open communication have resulted in our continuing success and managed growth into one of the largest sales and distribution companies of our type in the nation.

Our primary expertise is in the development and full administration of Authorized Dealership Programs for selected Corporate Partners with complimenting products and services that fit well with our network of more than 3,000 independent RS&I Retailers.

Authorized Dealership Opportunities in satellite delivered entertainment, information and Internet services form the backbone of our business and are complimented by opportunities in commercial and consumer electronics, and telephone services. Because RS&I is a respected pioneer in many of these fields, we have built an unparalleled base of knowledge and experience in bringing these products and services to market in an extremely efficient, profitable and infinitely scalable model. We are always open to adding new offerings to our Authorized Dealership portfolio that would fit the RS&I model and enhance profitability for our affiliated Dealers.

In addition to comprehensive sales and distribution services for our Corporate Partners, we facilitate new Dealer recruitment, certification training and

testing, ongoing information exchange, co-op and marketing program development and administration, new product and services training, full accounting and compensation programs and state-of-the-art, on-line business management systems for our growing network of affiliated RS&I Dealers. We also provide comprehensive fulfillment and installation services for our Corporate Partners throughout the Western half of the United States, Alaska and Hawaii. We have the ability and the resources to expand quickly to accommodate nationwide and even limited international services when that need arises.

We are very proud of the organization we have built and we invite you to experience our Legendary Customer Service for yourself! Whether you are an established company in need of professional sales and distribution services, or an independent retail business with the desire to expand the scope and profitability of your enterprise, a strategic partnership with RS&I may be exactly what you are looking for.

We look forward to helping you build your business!

Sincerely,

Randy AndersonCEO, RS&I, Inc.

Introducing RS&I

In 1969, RS&I Founder, Gary Olsen, filed articles of incorporation for a small Idaho based sales and distribution company he named Recreational Sports and Imports. In the more than four decades since that time, RS&I has evolved into one of the largest and most successful sales and distribution companies of its type in the nation with nine full service regional locations and a retail network of more than 3,000 affiliated Dealers. A more comprehensive look at RS&I history is included later in this brochure.

Today, RS&I specializes in the development and administration of Authorized Dealership Programs for a variety of respected Corporate Partners in the digital and satellite delivered entertainment and

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information industries. In addition to full service sales and distribution services, RS&I facilitates Dealer recruitment, certification training and testing, ongoing information delivery and training programs, marketing assistance and state-of-the-art, on-line business management systems for our growing network of affiliated RS&I Dealers. We also provide comprehensive installation and fulfillment services for our Corporate Partners throughout the Western half of the United States.

We know that our success depends entirely upon the success of our affiliated Dealers and the quality of service we provide to our Corporate Partners. Our every decision is made with their combined best interests in mind.

WHO IS RS&I?

Randy AndersonChief Executive Officer

Joined RS&I 09/93

Wally Gruel Senior VP / Sales

Joined RS&I 10/83

Brian DeRushaVP Operations

Joined RS&I 03/85

Jim LiljenquistVP Marketing

Joined RS&I 05/07

Craig Harker VP Logistics

Joined RS&I 01/72

Pat ScottComptroller

Joined RS&I 03/77

Marc GaritoneRisk ManagementJoined RS&I 03/03

Scott RydalchCIO

Joined RS&I 05/94

RS&I is a wholly-owned, private company with annual sales in excess of $200-million. We continue to forecast managed growth well into the foreseeable future. In recent years, RS&I founder and owner, Gary Olsen, has turned responsibility for the day-to-day operation of RS&I over to the management team he has built over the years, but the principle of service upon which this company was founded remains firmly in place. Gary would not have it any other way.

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Management Team

“We look forward to helping you build your business.”

DEDICATION TO SERVICEThroughout our history, RS&I has continued to expand our Authorized Dealership Portfolio, but equally important, we have continuously expanded and upgraded the support services we provide, both to our corporate partners and our growing Dealer Network. Those services include:

• Product Distribution and Inventory Management, with integrated sales and distribution services throughout the United States

• On-line, password protected business suites and ordering capabilities available to RS&I Dealers through the company website, providing full accounting and information systems for their RS&I businesses and Authorized Dealerships, 24 hours-a-day / 7 days-a-week

• Dealer recruitment, certification and training services delivered through each of RS&I’s nine, full-service, regional locations and through an ongoing series of web-based training and information seminars

A WIDE VARIETY OF SERVICES AND ONE GUIDING PURPOSEWhether they are among our Corporate Partners or a member of our Dealer Network, all those who work with RS&I soon recognize and come to appreciate our collective attitude, our Team Spirit and our absolute dedication to exceeding expectations for quality and service.

This guiding purpose has served RS&I well for more than forty years and accounts for the longevity of our relationships and the continuing success of our company. It is with absolute sincerity that we join together in saying: “We look forward to helping you build your business!”

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ONE PURPOSE

• Field Support Teams to provide information distribution, training programs and one-on-one support by a personal account executive assigned to each RS&I Dealer

• RS&I’s Marketing Department services to convey and coordinate the programs provided to Authorized Dealers by Corporate Partners, including full co-op and MDF program development and administrative services, literature distribution, advertising placement and individual Dealer marketing support and consultation

• Fulfillment and Installation Services, including recruitment, certification training, scheduling, quality control and compensation administration to support our Authorized Dealer Programs

DEDICATION TO SERVICE

WE TRULY ARE YOUR PARTNER IN BUSINESS.We can’t succeed unless you succeed! As we team with your company, RS&I will provide every service possible to increase your company’s growth and profitability. Our team will work hard, every day, to form productive and lasting professional relationships with their counterparts in your organization to ensure we understand and are focused on meeting your objectives. This ongoing, interaction between your team and ours will lay the foundation for a long and mutually beneficial partnership!

“We look forward to helping you build your business.”

RS&I serves a Dealer network of over 3,000 independent retailers.

Dealer TrainingAt RS&I, we consider ourselves to be working partners with our affiliated Dealers, and we are dedicated to building their success and profitability. We take pride in the fact that RS&I Dealers are the best trained and most knowledgeable in the industry. In addition to an on-going series of certification training seminars for each of our Authorized Dealership Programs, RS&I conducts an average of 32 sales related training sessions each month to keep our Dealers at the leading edge of sales, marketing and industry-related news and technology. Each RS&I Dealer is assigned a personal RS&I Account Executive to assist them in all aspects on building a successful and profitable business. They work hard, every day, to help build and maintain our reputation for legendary customer service.

We work hard every day, to build and maintain our reputation for legendary customer

service.

DEALER SERVICES

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The RS&I Sales team works hand in hand with our Marketing department to assist Dealers with development and execution of their individual marketing plans. RS&I services include Co-op Program development and administration, literature and collateral materials inventory and distribution, Dealer incentive programs and full MDF program management. We also offer a variety of direct marketing programs that deliver an average of one-million direct mail pieces monthly for our affiliated Dealers. Our Corporate Partners know that RS&I understands the vital importance of timely and ongoing promotion to build any business and they can turn to RS&I with confidence that their marketing programs, limited time offers, collateral materials and Dealer incentive programs will be administered efficiently and within guidelines.

Dealer Marketing Support

At the core of our administrative support services to affiliated Dealers is our online EZ-Trac Business Management System. RS&I Authorized Dealership Programs include the most comprehensive package of training and business management tools in the industry. RS&I Dealers can log on to the RS&I website at their convenience, 24 hours-a-day, seven days-a-week, and enter their personal, password-protected business suite. Here they have full, up-to-the-minute access to all their current and historical business information.

They can also compare their business performance with statistical results for median and top performers within their Dealership Program throughout the RS&I Network to help them set realistic goals and plan for future growth. They can access the RS&I Catalog, confirm prices for all related products and services, place their order online and track the status of their orders. They can check the accrual/

expenditure balance of each of their personal co-op accounts and pinpoint claim status. In addition, they can monitor and direct ongoing direct marketing programs, available exclusively from RS&I, to help them build their business.

Also included are all policy and procedures manuals for each of our Corporate Partners’ Authorized Dealership Programs and current news and information that affects their business. RS&I Account Executives also have access to their assigned Dealer information, monitor it regularly, and work with Dealers to help identify opportunities for increased profitability.

ONLINE SERVICES

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Puyallup

Sacramento

Corona

Phoenix

Idaho Falls National Headquarters

Denver

Dallas

Houston

Milton

DISTRIBUTION SERVICES

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From our headquarters in Idaho Falls, Idaho, RS&I manages an integrated distribution network which includes nine strategically located sales and distribution centers serving the Western half of the United States and an Authorized Dealer Network of more than 3,000 independent retailers. Purchasing and logistics management systems are in place to ensure adequate inventory is available at each location to meet the needs of our growing Dealer Network. Competitive pricing, same day service and our “No Excuses” policy are designed to ensure on-time delivery and complete customer satisfaction.

Each of our nine regional locations includes administrative offices, full-line warehouse & shipping facilities and accommodations for Dealer recruitment, certification training and ongoing support. Our branch offices currently employ an average of 35 full-time, outside sales professionals and 16 inside sales and customer service representatives

plus a full staff of inventory management, warehousing and shipping professionals. Through these facilities, RS&I provides day-to-day, face-to-face services to each of our valued Dealers and comprehensive distribution and fulfillment services for our Corporate Partners.

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No Excuses!If You’re Not Happy, We’re Not Happy!

Our “No Excuses” Guarantee means we’re committed to

your satisfaction.

800-825-7999

If there is a problem, please call

Locations to Serve You!9

RS&I TODAY

The company that began as a one-man motorcycle shop in 1965 has evolved into an international, full-service, multiple-line sales and distribution company that includes:

Nine strategically placed, full service locations

More than 130 corporate employees

A seasoned Management Team with more than 170 years of combined experience and service with RS&I

A retail network of over 3,000 independent RS&I Dealers

A stellar reputation for Legendary Customer Service and a future that is even brighter than our past!

CURRENT RS&I CORPORATE PARTNERS

Following are statements from RS&I Corporate Partners and Authorized Dealers about their experience with RS&I.

PARTNER TESTIMONIALS

Over the last ten years, I’ve had the pleasure of working closely with RS&I to build the DISH business across the thirteen western states. During this time, I have been thoroughly impressed with

their dedication to service, overall performance as a distributor, and commitment to their local Retailers. Collectively, we have achieved

significant milestones over the years and forged lasting friendships along the way. I know we have a strong partner in RS&I and look forward to growing the business together into the future.

Amir Ahmed SVP Sales/Distribution DISH

It has been 14 years since we first started as an RS&I Dealer. There have been a lot of changes in the satellite industry since then, but one thing that has stayed the same has been RS&I’s commitment to our success. They have a top notch support team that has helped us in many phases of our business from marketing to finding extra dollars to getting last second orders out. Their website is also a great business tool for us. They are definitely total professionals in the Dish business and do everything first class. We feel fortunate as a

company to have RS&I as a support team to help our business grow and appreciate the friendships that

have come along with it.

Brad BarrotBIG DOG SATELLITEDISH Authorized Retailer

I would recommend RS&I to any of my friends who are thinking about getting into the Satellite industry. Many Retailers use Distributors because they need help financing equipment, but inventory financing is only one of three reasons that we will always use RS&I to purchase satellite inventory. RS&I is continually helping us understand how to maximize profits in our industry and they have given us tools that have helped us to be more successful. Having RS&I behind us has helped us to be successful. RS&I not only helps us finance our inventory, but their timely shipping of equipment is the best in the industry. We get almost all of our inventory from them within 24-48 hours from the time we order it. The Executives at RS&I are great to work with. I would recommend RS&I to any business that is serious about becoming a Dish Retailer.

Mike HammondDISH OneDISH Authorized Retailer

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“I’ve had the opportunity to work with RS&I since 1984 – the early days of a very young satellite industry. Over the past 3 decades I have seen countless distributors come and go. Very few have remained in the industry. RS&I has always taken a leadership position – and put in place the products, programs and support infrastructure to help make their dealers successful. That’s really why RS&I has done well – because they have always been there for their dealers. No distributor can survive without that commitment and focus. We rely on RS&I not only as our distributor for HughesNet to its

base of dealers and distributor sales agents, but as our installation fulfillment partner for the 24 western United States. This has given many, many dealers an excellent business opportunity. We look forward to growing our relationship with RS&I and its dealer/agent base in the years to come – bringing high speed Internet to all of America.”

Allen McCabe Vice Presidnet, Sales

Hughes Network Systems

Harold RunnelsCherry Creek, HughesNet Authorized Retailer

“RS&I makes it simple for the small business owner to keep accurate records and understand how to sell the HughesNet product. I am very impressed with RS&I as a company - from the customer service to the Executive personnel, everyone is very helpful and knowledgeable. Thank you RS&I for giving a small business man an opportunity to succeed.”

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“At Alaska Satellite Internet, our mission is to provide HughesNet Satellite Internet services to the vast remote regions of the most northern and remote state in the Nation. From the beginning, RS&I has been a valuable partner in helping us to bring this service to individual residences, mining camps, oil fields, lodges, and many other isolated sites that had poor Internet connectivity or none at all. RS&I has gone out of their way to understand and accommodate our business model, which, because of vast distances and associated logistics and costs, is very different from what works in the lower- 48 states. RS&I is much more than just a distributor or supplier to Alaska Satellite Internet. They are our partner and it is clear they are committed to our success!”

Will JohnsonAlaska Satellite InternetHughesNet Authorized Retailer

“Based on my personal experience with RS&I in the past and their excellent reputation within the industry, it was a natural choice for RingCentral to partner with RS&I when we launched our Authorized Dealer Channel Program, and it has definitely proven to be the right choice. RS&I was our first Master Distributor and their sales, marketing and operations teams have been instrumental in helping us scale our channel from a handful of dealers when we joined forces in August of 2010, to more than two thousand RingCentral Authorized Dealers today.

I have the utmost respect for RS&I as an organization. They are an extremely professional, sales-driven company that operates with the core principles of honesty, integrity and doing the right thing for their dealers. RS&I is a great partner for RingCentral, and we look forward to a long and fruitful relationship.“

Bonnie LamSr. Director Channel & Franchise SalesRing Central

“CenturyLink has worked in close relationship with RS&I over the past four years to build a highly successful sales program with a significant focus on customer experience and service. Throughout this relationship, the RS&I team has been incredibly responsive, creative, and professional in their approach to building and supporting this highly productive sales program. RS&I brings to the table a wealth of knowledge and experience as well as an infrastructure that is designed

to deliver quality, successful sales and distribution programs. Above all, RS&I models, on a daily basis, a commitment to service and excellence. CenturyLink is excited about the continuation and additional growth potential of our existing programs and the potential for new program opportunities with RS&I.”

Gary A. Harr Alternate Channels CenturyLink

A note from Gary Olsen RS&I Founder

Much has changed at RS&I during our more than 4 decades in business. We have altered direction and realigned focus many times over the years to take advantage of new technologies and emerging market opportunities, but the dedication to service and commitment to excellence upon which this company was built live on today in the hearts, minds and daily performance of our more than 130 valued employees.

In recent years, I have turned day-to-day management responsibility for RS&I over to what I believe to be the most capable and knowledgeable team assembled anywhere in this business. With a combined total of more than 170 years of service with RS&I, this 8-member team functions with a level of precision and effectiveness that has become the standard in our industry. They strive to exceed expectations in everything RS&I does and take great pride in the fact that when a commitment is made at RS&I, that commitment is kept. Every time. No excuses.

To all those I have had the pleasure to get to know and work with in the Satellite and related industries over the past 40 years, I want to say it has been a wonderful ride! I still stay connected with RS&I as well as a number of other interests, but try to spend as much time as possible riding motorcycles and

snowmobiles, and running the jet boat up and down Idaho’s beautiful rivers.

Come out and visit sometime!

Sincerely,

Gary OlsenFounder, RS&I, Inc.

A BRIEF HISTORY OF RS&IA COMPANY BUILT ON LEGENDARY CUSTOMER SERVICE

RS&I Headquarters Early 1980’s.

A BRIEF HISTORY OF RS&I

In 1965, Gary Olsen left his job as a nuclear reactor operator at the Atomic Energy Commission near Idaho Falls, Idaho to pursue his true passion – racing anything with a motor on it. He opened a small motorcycle shop in his garage and spent his weekends racing motorcycles at regional meets. He was very good at it! Winning races week after week, Gary’s reputation grew and he soon learned that winning races was also a very effective marketing

tactic for his motorcycle business. He also discovered another passion that would shape his future. Gary loved to sell. As time went by, he entered more and bigger races and continued to win on a very regular basis. Fueled by his growing reputation as a winner on the motocross circuit, Gary’s motorcycle shop also flourished and within 4 years his fledgling business, Sports Cycle Sales, became the largest Hodaka Retailer in the Intermountain West.

In 1969 Gary was awarded the Northwest Regional Distributorship for Hodaka Motorcycles. He

incorporated his business under the name Recreational Sports and Imports, Inc. and the phenomenal success story of RS&I began. During the next few years, the company expanded its racing team and the scope of its business to include a full line of recreational vehicles, including Sno-Jet and Kawasaki snowmobiles, Glastron and Tahiti boats and all related accessories.

The company took a new direction in 1979 when Gary was first introduced to an incredible new technology called TVRO (Television Receive Only), the early beginning of satellite delivered television. He initially purchased 3 of the huge dish antennae required to receive television signals directly from satellites 23,000 miles out in space and sold them for $15,000 each to rural farmers who had no other way of receiving a television signal. Of course the proud new owners had to change their dish position from one satellite to another with a hand-crank, but all the programming they received was absolutely free!

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Young Gary riding in the dunes.

Gary with his wife Pat at a Uniden Conference.

By the mid 1980’s RS&I was solidly positioned within the emerging Satellite TV / C-Band industry. In the years that followed, the company grew to include 15 branch distribution warehouses located throughout the Western United States and RS&I was among the largest distributors of TVRO equipment and dealer services in the country.

In 1994, the VSAT antenna revolution was just beginning, and RS&I jumped on the crest of that wave as the first distributor to contract with emerging mini-dish service provider, Primestar. This new, low-cost service quickly replaced the oversized C-Band / TVRO technology and RS&I played a major role in that transition. In 1999, when Primestar was purchased by DirecTV, RS&I continued its role in bringing satellite TV into the consumer mainstream as the nation’s largest distributor for the DirecTV Authorized Dealer Program.

As RS&I and its network of independent Dealers grew, many opportunities for diversification and added income opportunities for affiliated Dealers were considered by the RS&I Management Team. Between 1994 and 2013, RS&I added the following categories to their Business Opportunity / Authorized Dealership portfolio:

• Satellite Delivered Television with Primestar, DirecTV and today, DISH

• Satellite Broadband in cooperation with HughesNet for the development and launch of DIRECTWAY, the first satellite delivered broadband service

• Home Security with Sales and Installation under the brand names of Protection One, Safe Home Security and ADT Home Security.

• InstallSource, a national installation and fulfillment Division of RS&I with a network of more than 900 certified technicians and installers to support the mini-dish and broadband industries

• Satellite Radio with subscription service to Sirius / XM Radio and a full line of associated accessories

• Commercial flat panel displays by LG Electronics

• DSL Internet and phone services through Qwest and CenturyLink

• Enterprise Internet Service by Galaxy and General Dynamics / Mobile VSAT

• Consumer Electronics / TVs and Home Entertainment Systems by SONY

• Cloud-Based Business Phone Solutions by RingCentral

Gary had built the RS&I reputation by looking to the future and embracing the opportunities it presented. But equally important, he surrounded himself with others who shared his values and understood the importance of focus, planning, hard work and performance. Together, they conveyed their vision of opportunity to others and laid the foundation for what would become the RS&I Independent Dealer Network. Those who did business with RS&I soon came to know that when a commitment was made, that commitment was kept. Every time. No excuses. It is that dedication to service that accounts for RS&I’s tremendous success, and continues to carry us ever forward.

Launch of EchoStar XVI

The vision of the tremendous potential of Satellite-delivered entertainment, information and communication services ignited a new passion in Gary and from that moment on, received his primary focus.

We look forward to helping you build your business!

Puyallup, WAPh. (253) 445-6924Fx. (253)445-6925

Denver, COPh. (303) 371-1996Fx. (303) 371-3775

Dallas, TXPh. (817) 261-4222Fx. (817) 548-9190

Sacramento, CAPh. (916) 414-0218Fx. (916) 414-0225

Corona, CAPh. (951) 272-8900Fx. (951) 272-9020

Houston, TXPh. (281) 209-2600Fx.(281)209-2608

Milton, WIPh. (608) 868-1500Fx. (608) 868-1501

Phoenix, AZPh. (602) 470-1969Fx. (602) 470-2920

www.rsiinc.com © Copyright 2013 RS&I, Inc., All rights reserved.

Locations to Serve You!9

Puyallup

Sacramento

Corona

Phoenix

Idaho Falls National Headquarters

Denver

Dallas

Houston

Milton

2436 N. Woodruff Ave.Idaho Falls, ID 83401

Ph. (208) 523-5721Fx. (208) 523-0207

Corporate Headquarters

Over 40 Years of Service!

Proximity to market is critical to meeting Dealer needs. That’s why RS&I has nine strategically located branch offices throughout the Western U.S., with more than 35 Account Executives reaching out to our Dealers.

For maximum efficiency, Dealers need “Just In Time” inventory, and with the full range of technology and services located in each of our branch locations, RS&I can ensure Dealer orders are delivered right...and right on time.

We’re there when you need us!