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BUSINESS PLAN

VISION INC.
Sylhet, Bangladesh.
3100
Tel. No: +884204201-9
Fax: 8829882948-51
E-Mail: Vision@yahoo.com; Vision@gmail.com;Vision@hotmail.com
Web: www.vision.com.

Contact

Surajit datta Nirupom chakrabarty
BBA, MBA, PHD in Marketing BBA, MBA; PHD in EEE
Cambridge University. Harbart University.
Founder and CEO of (VI) co-founder and CEO of VI
11-Lamabazar, Sylhet, Bangladesh 36-Medical, Sylhet
3100. Bangladesh 3100
Tel. No:01711012577 Tel. No:
E-Mail:Shuvradatta@hotmail.com E-Mail:
Fax: 8829882950 Fax: 8829882951

TABLE OF CONTENTS:

1. Executive Summary 03
2. Background & Purpose 05
2.1. History 05
2.2. Current Situation 06
2.3. The resource based concept 06
3. Objectives 07
4. Market analysis 07
4.1. Overall Market 07
4.2. Specific Market 07
4.3. Competitive factors 08
4.4. Micro environmental Influence 08
5. Development and Production 09
5.1. Production Processes 09
5.2. Resource requirements 10
5.3. Quality assurance 10
6. Marketing 10
6.1 Overall Concept and Orientation 10
6.2. Marketing Strategy 11
6.2.1 Key element of the strategy 11
6.3. Sales Forecast 12
7. Financial Plan 13
7.1. Financial statements 13
7.2. Financial resources 16
7.3. Financial Strategy 16
8. Organization and Management 17
8.1. Key Personnel resources 17
8.2. HRM strategy 18
9. Ownership 18
9.1. Form of business 18
9.2. Equity Positions 19
9.3. Deal Structure 19
10. Critical risks and contingencies 19
11. Concluding Sections 20
11.1. Summary and conclusion 20
11.2. Scheduling and milestone 20
12. Appendix 21

1. EXECUTIVE SUMMARY:

Vision inc. (VI) is the largest online educational provider. Its rich market niche, characterized by corporate clients with large budgets, significant training needs and receptiveness to new technology, Academic institutions, Multilevel Network
Industries.
VI delivers its unique BBA and LLB degree via Internet-based courses on CEGA University™, its full-service, centrally hosted, scalable remote proprietary virtual campus.
Founder’s themselves collectively have over 54 years experience in creating courses and books for the two courses.
Modern technology has made possible to gather and present this information economically and efficiently and VI is leading the effort to marry technology and information dissemination through three strategic technology alliances which allow to register, enroll, teach, test, grade and certify distance learners in a Seamless fashion.
VI is focusing its resources in the BBA and LLB e-learning business. E-learning is in fact the fastest growing and most promising market in the education industry. By continuously developing and expanding its courses database, VI is relentlessly streamlining the process of delivering content and widening the range and variety of its e-learning educational products, VI intends to maintain and strengthen its leadership position in this lucrative market niche while creating significant B2B and e-commerce opportunities.
Exploiting the latter to their fullest potential is a natural evolution for VI: “E-Train-the Trainer” revenues, portal development revenues, e-mail marketing fees, DVDs & video, magazines, newsletters, will provide a significant complementary revenue stream for the company that will increase market share, promote name recognition, and maximize efficiency.
The company is led by Surajit data , Najia sharmin, Nirupom Chakrabarty, Mahin ahmed Chowdhury, and Abu saleh Md. Maidul Islam where Surajit Datta has 10 years of experience of teaching in Cambridge University and has an MBA.The rest of the members have the experience in sales, marketing, finance and operations.

Vision inc. always tries to give the new thing to people which will be acceptable by everyone. For attracting the customers the site will be updated regularly which is a big challenge to stay in the competitive market place.
Start up and operating expenses including $1.5 million for sales and marketing and $1.5 million for the purchase of computers.
If complex combinations of investment instruments are being use to raise money the deal structure might be:

Bank loan $5000000 Subordinated debenture $2000000 Preferred stock $5500000 Common stock $3600000 Total $16100000

2. Background and purpose:

The company will provide the internet based education to all over the world with the courses of BBA and LLB.

2.1 History:

VI offers BBA and LLB online courses in its full-service, centrally hosted, scalable, remote proprietary virtual campus. It generates e-learning tuition revenues, content licensing, email marketing, e-commerce, valuation for investors and profits. It is the largest online educational provider on complementary BBA and LLB content.

VI offers BBA and LLB online courses in its full-service, centrally hosted, scalable, remote proprietary virtual campus. It is the largest online educational provider on BBA and LLB content.
VI has a total of 33 million shares outstanding. Its ownership structure is as follows:
- 70% Founder 15.4 million shares
- 30% 918 Current Shareholders 17.0 million shares

The company, currently traded as WA Online, Inc. on the Pink Sheets, has 918 shareholders owning publicly traded stock. Prior to completion of this venture round, the following events will take place:

- The Founder will retire all publicly traded stock and take the company private
- Bylaws will be amended to increase the number of shares to 40, and the shareholder Composition will be the following:
- Founder: 20 million shares
- Japanese VCs 4 million shares
- Total 24 million shares

Of the remaining shares, 6 million will be used for this offering; the 2° round offering and employees stock options, while 10 million will be reserved for a future IPO.

2.2 Current situation:

VI inc. will provide online education to those people who are unable to go to the university or college or not enough time to go there. To serve these people VI has come to give a new type of education with least costly. For the first three years the company will offer two courses. Later it may increase its course numbers.

2.3 The resource based concept:

VI develops, manages and hosts Internet-based training and education for corporations, government agencies and academic institutions. The Company offers its online courseware primarily through its proprietary virtual campus product, or CEGA University™, a full-service, centrally hosted, scalable distance education platform. It allows for the registration, enrollment, teaching, testing, grading and certification of distance learners.
CEGA University is accessible by virtually any Internet-ready PC. Enrolled students can access the courseware online, typically via a PC connected to the Internet or a corporate intranet. Once a student has completed a course, he or she receives credit or certification, as appropriate.

The CEGA courseware platform allows offering private label and customizable training courses for Multi-Level-Marketing (“MLM”) Trainers as well.
Through its high technology the Company also offers courseware through more traditional media, including on-site and classroom training, diskette, CD-ROM and printed formats.

3. Objectives:

E-learning courses tuition revenues: $36 million in 2005, $60 million in 2006, and $105million in 2007, corresponding, respectively, to an average of 6000, 10,000, 17,000 clients paying at least $ 500 dollars per month for 12 months.
Valuation, as measured in ability to bring in additional investment at economically feasible valuations. VI needs to attract $3 million immediately and an additional $3 million in a follow-up second round in 2005, with valuation performance that yields attractive internal rate of return (IRR) to investors. The financial section indicates IRR of more than 150%.
Acquisition or Initial public offering (IPO) in 2007, with a valuation of about $35million. This assumes of course the market valuations based on VI’s sales and earnings, which have been kept purposely conservative as this plan is written.

4. Market analysis:

4.1 Overall Market:

The company is getting its profits from the first year because of its system and the experienced people who have contributed a lot to make it easy. VI is providing educations to the students by using English, French and Arabic language. There are many competitors exists in the market. Some of them are Deny Inc, Titi Inc, Sata Inc etc.They have succeeded in their field because of their huge investment and strategies.

4.2 Specific market:

The customers of the company are those who have not enough money to take admission in a university but have sufficient education ability. The company is providing the courses which are the best of all in online education because of its experienced teachers.

4.3 Competitive factors:

The e-learning market is evolving quickly and is subject to rapid technological change, shifts in customer demands and evolving learning methodologies. To succeed, VI must retain its competitive and leadership edge in the BBA and LLB content market niche, continue to expand its course offerings, upgrade its technology and distinguish its solutions.
In both the business and law areas there are many suppliers of online information, including major players like Webbed, Droopy, Mindscape, GNC, rights.com, I Village, etc. Many can be considered as potential strategic allies for VI’s content. AOL, for instance, has VI exclusive space on Instant Messenger, new member welcome message and search position. AOL is also inquiring about having WA as a content provider. AltaVista and Web Help are also interested.

None of the current competitors are capable of combining VI’s content with technology to create compelling e-learning courseware in under two weeks.

The e-learning market will undergo significant price competition. In VI’s market niche, however, given also the leadership position that it enjoys, price competition is expected to be less aggressive.

The general e-learning market is highly fragmented with no single competitor accounting for a dominant market share, and competition is intense.

4.4 Micro environmental influences:

VI hosts the e-learning environments of its customers. By centralizing all infrastructure and hosting requirements, its customers derive significant benefits, such as the avoidance of hardware, software, content and technology installation and/or updates, and 24/7 access from anywhere there is a PC and an Internet connection.
VI must be able to acquire and retain corporate customers by providing e-learning solutions designed to address their strategic business training objectives, while significantly reducing their learning infrastructure costs.

The sales process must be easy to administer and flexible enough to accommodate the needs of VI to keep a very lean organization. The e-learning courses offered on its CEGA University‘s virtual campus should further establish VI presence as an e-learning technology leader in its market niche, not only retaining customers but actually bringing in new customers.

VI’s system has been designed to scale rapidly and to consistently deliver content to large numbers of participants. It uses extensive load testing to measure system capacity and identify potential bottlenecks. Constant improvements to the system architecture ensure increased system capacity well beyond current demand.

VI’s e-learning solutions can be fully integrated with customers' corporate information technology systems, including their Web sites and intranets. As a result, course participants do not necessarily realize that they are accessing content hosted from VI’s servers. Integration layer provides adapters for learning Management systems. Course content is designed to be compatible with customer's security concerns and bandwidth limitations.

5. Development and production:

5.1 Production processes:

VI hosts and makes available to customers proprietary and third-party collaboration tools, which currently include instant messaging software, e-mail solutions, chat rooms and discussion boards. These collaboration tools are designed to create a learning environment that fosters collaboration between peers and a high degree of interaction between participants and tutors.
The system offers comprehensive testing and assessment capabilities, which can be customized for specific learning solutions and customers. Assessment and testing capabilities include the full range of testing techniques (multiple choice, multiple answer quizzes with randomized question sets, tutor-scored and commented exercises, etc.).

5.2 Resource requirements:

The main resources of vision inc.s’ are its teacher whose give valuable lecture to the students in online. These teachers are hired from different renound university from all over the world and they have the potential to satisfy the students. The students can also ask questions to the teachers through e-mail or by using contact numbers.

5.3 Quality assurance:

Earning money is not the only target of vision Inc. It is also working to give the people something which will be valuable for them in the future life. For this reason VI always try to ensure the quality of the education, it means the ability of its teachers, the teaching method, the Availability of books etc. and this is why the company’s main theme is “broaden your vision”.

6. Marketing:

6.1 Overall concept and orientation:

VI develops, manages and hosts Internet-based training and education for corporations, government agencies and academic institutions. The Company offers its online courseware primarily through its proprietary virtual campus product, or CEGA University™, a full-service, centrally hosted, scalable distance education platform. It allows for the registration, enrollment, teaching, testing, grading and certification of distance learners.

VI’s technology allows increasing the efficiency and scalability of tutoring resources. The ability of tutors worldwide to interact with participants through standard Internet communication methodologies significantly increases the pool of tutor candidates that can be recruited. In addition multiple tutors will be allowed to support the same course as grading and exercise submissions can be accessed and responded to by any tutor.

Duplication of tutor work is prevented by message queuing technology. VI’s strategy for future development is to remain positioned with enough flexibility to quickly adapt to new technologies and courseware needs. BBA and LLB content courseware will be constantly adapted to changing environments within what is believed to be a positive market trend for VI’s products.

6.2 Marketing strategy:

Our objective is to be the leading provider of BBA and LLB content e-learning and e-training solutions to corporations, government agencies and academic institutions.
First class web site design and product quality are critical to VI’s positioning as a leading e-learning company. VI will distinguish itself from its generic competitors as a full learning & training center, rather than a traditional informational web site. Further development needs to match the overall business strategy as explained in the rest of the plan. Because VI's target customers are all corporate, it will have the luxury of using the latest technologies to impress them with excellent design and animation. The back-end of the site will be built on latest server technology backed with bandwidth and organized around IS’ technology. IS specializes in Web-to-Enterprise integration, industry-specific solutions, and strategic outsourcing. The courseware platform will be provided by C.net, an industry leader in web-based distance learning offering a world-class, fully-integrated web platform. The replicating site and hosting partnerships will be provided by J.com, a company offering a robust content management system, complete E-commerce store front with instant order processing, events calendar, customer support and much more.

6.2.1. Key elements of the strategy include:

- Streamline delivery and facilitate data mining VI, in partnership with its strategic partners intends to continually streamline content delivery and integration of the technology platform with those of its customers to

facilitate their ability to gather metrics on e-learning performance (sales per employee, customer satisfaction and manager evaluations).
- Boost & adapt courses menu
Continuously update the courses offerings to satisfy clients changing needs
- Develop long-term strategic relationships with customers.
E-learning will become increasingly critical to a business' ability to compete successfully. Thus as a provider, VI is a strategic resource for customers and will capitalize on this to develop products aligned with customers’ needs.
- Exploit strategic relationships to create new distribution channels.
The great flexibility of VI’s content and technology will allow it to quickly generate new products as new market opportunities surface as result of strategic relationships with customers, who are much more attuned to market needs.

6.3 Sales forecast:

The sales forecast in the following table is based on conservative estimates on the number of courses that can be sold. Sales are projected to rise from $36 million in 2002 to $60million in 2003 and $105 million in 2004. The forecast obviously depends on healthy monthly growth rates in the average number of courses sold.

| Sales Summary ( $ x000) |Year 1 |Year 2 |Year 3 |
|Average No. of Courses Sold |6,000 |10,000 |17,000 |
|Growth rate: | |181% |181% |
|E-learning courses tuition revenues |29,845 |52,642 |95,317 |
|Additional revenues | | | |
|E-Train-the Trainer Revenues |2,089 |2,632 |3,813 |
|Portal Development Revenues |1,791 |2,106 |2,859 |
|Email marketing fees |1,194 |1,579 |1,906 |
|Product sales revenues |895 |1,053 |953 |
|Total Sales |35,814 |60,012 |104,848 |
| | | | |
|Cost of Sales |21,488 |30,006 |41,939 |
| |60% |50% |40% |
|Gross Profit |14,325 |30,006 |62,909 |

7. Financial plans:

7.1 Financial statements:
VI believes that it can turn a profit by Year 1 as it is shown in the financial pro-forma summary. The complete pro-formas can be found in the tables appended in Volume 2 of this plan

|Table A: Summary Pro-forma Financial |Year1 |Year2 |Year3 |
|Statements | | | |
| ($ x000) | | | |
|Budget | | | |
|Human Resources Count (Year-End) |6 |7 |9 |
|Capital Expenditures |1,110 |1,492 |2,424 |
|Human Resources |925 |1,045 |1,152 |
|Research & Development |300 |600 |960 |
|Sales & marketing |1,600 |1,080 |1,860 |
|General & Adm |512 |631 |765 |
|Total Budget |6,547 |12,848 |19,161 |
| | | | |
|Profit & Loss | | | |
|Total Sales |35,814 |60,012 |104,848 |
|Cost of Sales |21,488 |30,006 |41,939 |
|Total Operating Expenses |3,754 |3,774 |5,155 |
|Net Income After Taxes |6,452 |16,097 |35,597 |
| | | | |
|Cash-Flow | | | |
|Cash-In Details | | | |
|Sale of Stock |3,000 |- |- |
|Gross Profit from Sales |14,325 |30,006 |62,909 |
|Interest Income |182 |595 |1,574 |
|Total Cash In |17,507 |30,601 |64,483 |
| | | | |
|Cash-Out Details | | | |
|Capital Expenditures |1,110 |1,492 |2,424 |
|Participations |2,100 |8,000 |12,000 |
|Human Resources |925 |1,045 |1,152 |
|Research & Development |300 |600 |960 |
|Sales & marketing |1,600 |1,080 |1,860 |
|General & Adm |512 |631 |765 |
|Taxes on Income |4,301 |10,731 |23,731 |
|Payables(-) |- |- |- |
| |212 |328 |493 |
|Net VAT Payments |- |- |- |
| |2,013 |4,572 |4,557 |
|Balance at Year end |8,623 |18,679 |37,842 |
| | | | |
|Balance Sheet | | | |
|Assets | | | |
|Current |6,881 |20,695 |49,471 |
|Assets |692 |1,766 |3,773 |
|Total Assets |7,573 |15,876 |39,706 |
| | | | |
|Liabilities & Shareholder Equity | | | |
|Current |221 |428 |640 |
|Stockholders Equity |3,000 |3,000 |3,000 |
|Retained Earnings |4,352 |12,448 |36,066 |
|Liabilities Plus Equity |7,573 |15,876 |39,706 |

7.2 financial resources:

Here the company’s first year’s budget summary has been given.

First Year Budget Summary

- Capital Expenditures 1,110
- Participations 2,100
- Human Resources 925
- Research & Development 300
- Sales & marketing 1,600
- General & Adm 512
- Total Budget 6,547
Our first year’s budget comes to $6.5 million because of our commitment to dominate our market niche.
Of the $6.5 million, $2.1 million are earmarked for an acquisition. This is an extraordinary item that may or may not occur, and hence can be delayed or cancelled.

7.3 financial strategy:

This is an Internet and e-learning venture that, of course, depends on the developing financial prospects of the growing Internet & e-learning world. To make it work financially, VI need to increase valuation on schedule to bring in substantial additional capital. The tables that follow define the investment offering for investors. Specifically the plan envisions

- A pre-money valuation of $35 million, with IRR of about 180% for all investors of this round
- The exit strategy is an IPO at the of 2004, valuing the company at $356 million or $524 million, if valuation is based a very conservative earnings or sales multiples of, respectively 10 and 2.

8. Organization and management

8.1 Key personnel resources:

Surajit Datta is Developer Founder and CEO of VI, and also the main VC fundraiser for the $4 Million Seed Capital that was used to develop the original WA website. Mr. S.Chakrabarty is a passionate activist, a scholar, and a visionary entrepreneur. He has been labeled a walking encyclopedia. He has worked for the company a lot and also continuing it. The company had been able to get the profit from the very first year because of his activity and intelligence.
Mr. Nirupom chakrabarty is co-founder of Learning Systems, Inc. He brings 14 years of experience as CEO of I systems, and holds MBA and a Ph.D. in Electrical Engineering. Nirupom chakrabarty brings the new idea and educational expertise needed to successfully manage vision.com’s growth, blending the old economy model of “net-earnings” vs. “eyeballs” and the new economy of e-commerce based expansion into global markets.
Mr. Surajit Datta and Mr Nirupom chakrabarty have been business partners or affiliates since2004, and both bring complementary strengths to the organization. Mr. Surajit Datta provides the entrepreneurial spirit and Nirupom chakrabarty executes the vision on a day to day basis.
VI will strive to secure seasoned professional management with experience, the "gray haired factor. “The company will be looking to add more experience to the team as it builds its administrative and financial capabilities.

8.2 Human resource management strategy:

Vision inc. will be run by the current employees. Each of them as having developed skills in specific areas that will help the company reaches a cruise speed. As a result, no tremendous financial resources should be involved in the human resources field because the company intends to remain closely supervised for the first couple of tears. The following personnel plan details VI’s plans for the ramp-up
Human Resources Yr 1 Yr 2 Yr 3
CEO- 1 1 1
President- Xxxxxx 1 1 1
Executive VP/COO - 1 1 1
COO - Dr Yyyyyy 1 1 1
CAO- 1 1 1
Office Staff 1 2 4
Total Headcount 6 7 9
Total HR costs 790 897 989
Scientific Advisory Board 75 83 45
Non-Executive Directors 60 66 36
Total HR costs 925 1,045 1,071

9. Ownership:

9.1 Form of business:

The business is a limited liability partnership. As such, each partner is liable only for the amount of his/her personal investment in Vision Inc. No other legal liability exists. The actual partnership agreements contain no special conditions or clauses.

9.2 Equity positions:

Owner’s equity positions

|Partner Investment |

S.Chakrabarty $100000
A.Chowdhury $700000
Bank Asia $100000
Total owner’s equity $900000

9.3 Deal structure:

Vision inc. start its business with the amount of $3000000 and grow at the rapid rate necessary for the organization to achieve its potential .the deal structure has been negotiated with the investor.

10. Critical risks and contingencies:

We feel that our company will be a success. As a venture, certain risks exist. • No product/service currently exists; so we are updating our courses and features. • VI must be able to acquire and retain corporate customers by providing e-learning solutions designed to address their strategic business training objectives, while significantly reducing their learning infrastructure costs.

• The online e-learning tools must be easy to use and fully interactive. User satisfaction and measurable results are ultimate priorities.

• VI will succeed if it can capitalize on its leadership position in BBA and LLB content know-how, turning it into e-learning courses and dollars through CEGA University virtual campus.

• The sales process must be easy to administer and flexible enough to accommodate the needs of VI to keep a very lean organization. The e-learning courses offered on its CEGA University‘s virtual campus should further establish. VI presence as an e-learning technology leader in its market niche, not only retaining customers but actually bringing in new customers.

11. Concluding sections:

11.1 summary and conclusions:

The plan of the firm indicates that how to improve the firms total revenue and to indicate that the strategy which will influence the firms total profit. Our main objective is not only to making the profit but also giving people something very special.

11.2 Scheduling and milestones:

For improving the condition of the business and also adjust with the current market situation which will take some necessary steps in the future .They includes:

• Give the service of new online education courses. • Research will be undertaken to know the customers needs. • Improving the technological conditions. • Hiring new teachers from different parts of the world. • The courses will be designed in a new way.

12. Appendixes:

| |
|PLAN PERIOD: 3 YEARS |
|KEY ASSUMPTIONS & SPECIFICATIONS |
|Budget Assumptions |
| |
|All areas of budget VAT & Retained taxation : 10% |
|Material Assets |
|Leasehold Improvements The improvements to be done i to adapt it to company's |
|requirement |
|Immaterial |
|Web Site & Corp. Image, Media |
|Package Costs relate to the creation of a website, |
|logo, brochure, presentation materials. |
|Own Intellectual Property |
|Includes costs of preparing, national & |
|international filing |
|Corporate Software Accounting, management and |
|Software, purchases/leases. |
| |
|Human Resources |
|Board of Directors non-executive Assumes that only non- |
|executive officers will receive Board |
|Compensation |
|Scientific Advisory Board Assumes that Board of Directors and |
|SAB Membership compensation |
|can't be cumulated. |
|Salaries Assume that salaries cost will equal |
|67% of all HR costs, with |
|balance distributed among social, leaving indemnities and other costs. |
| |
|Profit & Loss |
| |
|Sales The plan assumes a 5% monthly growth in number of courses sold |
|Throughout the period. |
|No. Of Starting Courses sold |
|per month |
|3,750 |
|Monthly growth rate: 105% |
| |
|Ave/Person |
| |
|E-learning courses tuition |
|revenues |
|$500.00 |
|Additional revenues In aggregate 20% of E-learning tuition revenues in Yr 1, 15% in Yr 2 |
|And 10% in Yr 3. |
|E-Train-the Trainer Revenues Assumed to be 7% of E-learning tuition revenues in Yr 1, 5% in Yr 2 |
|And 4% in Yr 3. |
|Portal Development Revenues Assumed to be 6% of E-learning tuition revenues in Yr 1, 4% in Yr 2 |
|and 3% in Yr 3. |
|Email marketing fees Assumed to be 4% of E-learning tuition revenues in Yr 1, 3% in Yr 2 |
|and 2% in Yr 3. |
|Product sales revenues Assumed to be 3% of E-learning tuition revenues in Yr 1, 2% in Yr 2. |
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