“Time, Taxes & Technology in Independent Eyewear ”

In the 21st Century, the optical business is in a state of transformation. Demands created by our “instant everything” consumer, along with global supply chains, and automation have increased demands made on every industry. The optical business and eye care professionals are dealing with various destructive innovations including; laser refractive surgery, disposable contact lenses, multi-focal intra-ocular lenses, free form digital ophthalmic lens manufacturing, lens plus frame factories in Asia, automation, new fashions, and evolving supply chain economics.

E-mail, cell phones, television, radio, and faxes have already changed our lives, increasing our ability to communicate yet all this wonderful technology depends on the ability to see clearly and comfortably. The need for quality vision has never been greater, from seeing the numbers on a cell phone screen, to a picture on an iPad, or reading a traffic sign flashing by.

EyeXperts has developed ground breaking solutions for health care professionals by partnering with elite advisors and developing technology to enable new business structures which enhance professional independence. From accounting concepts of accelerated depreciation, to the latest in cloud based OSS (Open Source Software) technology, to successful implementation of fractional ownership. EyeXperts owns Intellectual Property that is scalable locally and internationally. Utilizing collaborative agreements, EyeXperts is the non-profit corporation with tested and proven tools to enable execution. This provides solid investment returns for all involved.

In 1980, an Imperial Optical Lab was found in every Canadian city. Imperial controlled over 400 Optical retailers under various brand names. Imperial was effectively a retail monopoly. Their market share was so large, a Royal Commission was held. It found Imperial owned labs, retail opticals, safety eyewear companies, ophthalmic equipment companies, contact lens labs with distribution rights to many CL brands, plus exclusive frame distribution rights in addition to frame manufacturing. It was a challenge to figure out how independent Eyecare professionals could survive without working with Imperial in 1980. There were no independent advisors.

Fifteen years later, in 1995. Imperial Optical was insolvent. Yet the attempts to build an optical monopoly in Canada did not stop . By 2013, global suppliers who are strategically aligned control wide segments of the market. Today, the world’s largest frame company, Luxottica, owns over 7000 retail outlets including; Lenscrafters, Pearl Vision, Sunglass Hut, Sears Optical. Lux also owns the rights to many of the Global Fashion brands including Dolce & Gabanni, DKNY, Prada, Chanel, Ray Ban & Oakley. Essilor (Lux’s private label partner) bought market share by purchasing over 50 independent labs in North America over the last decade. Their sales team aggressively target the optical staff in Optometry offices with cash incentives (watch out for gas cards) that directly undermine the ability of the Optometrist to control what labs they order from. OD’s often pay 100% to 200% more for the same product than what Essilor charges Lenscrafters. Now, a new competitor. Online Opticals. This challenge is real and growing. If you would like to compete, and thrive, EyeXperts can be your strategic partner. Our team of MBA’s has solutions. To learn details, a mandatory confidentiality agreement is required. Once signed, you can learn the full details. When you commit, you will see the full business plan.

This Business Plan introduces EyeXperts Inc, a non-profit company that co-creates innovative business concepts for private independent Optometrists, global corporate suppliers and custom labs. EyeXperts is a non-profit privately held Canadian corporation. Think of EyeXperts as an Optical “Apple Store” where technology and hardware are combined with software and business intelligence to sustainably fund charities such as Canadian Vision Care, plus make independent labs and practices more competitive in the 21st century.

As an amalgamator of powerful business concepts, stable and superior open source software, and world class business advisors, EyeXperts is not only an incubator, but an ideal catalyst to merge the power of independent practices with global supply chains to bring the latest technology to client practices. Our cloud platforms help us deliver outstanding value to all participants. In the following pages you will see how ideas owned by individuals or groups can be brought to the ophthalmic marketplace under one umbrella, EyeXperts. Just as all Android apps are available at the Android Store and all Apple Apps are available at the iStore, EyeXperts services and products are available at www.eyexperts.net

EyeXperts has over $1,500,000 in capital assets and cash plus intellectual property valued at over $2,000,000. Collaborating with advisors and suppliers, this capital can be leveraged many times.

The various Joint Ventures EyeXperts Inc. leads include EyeXperts.MP, EyeXperts.Fractional, EyeXperts.$Strategy, EyeXperts.Marketing, EyeXperts.BrandStrategy, EyeXperts.Learning, EyeXperts.Surveys, EyeXperts.HiringSmart, and EyeXperts.OSS (Open Source Software). Each EyeXperts.xxxx is a separate entity that could stand on their own, yet are more powerful when combined into a complete system. EyeXperts Inc is the umbrella non-profit corporate structure which brings under one roof a complete portfolio of tools, technologies and advisors to ensure independent practices not only survive but thrive.

Each business concept outlined above creates cash flow. From this cash flow EyeXperts pays a percentage to charity representing the I.P. “license fee” and after all expenses are paid, any remaining funds are returned to the user / business owner. The EyeXperts board may choose to hold some funds in reserve as per what is legally allowed by Revenue Canada for non profits. Each business unit uses EyeXperts to bill, administer, and market their services. As a non-profit, EyeXperts is able to attract more services and advisors, but far more important – more users of the services. Think of EyeXperts as a co-op, but with the flexibility of a private business.

In this business plan, we will highlight one of the ten concepts already tested and proven in the field. From this one concept, a private label or Dr’s Label brand trademarked as Dr’s Choice, we will demonstrate the viability of such a business. It has been said by many suppliers to health care professionals that doing business is unique in the health care field. And we agree. Indeed the reasons why one ECP (Eye Care Professional) decides to order one design of lens, or one contact lens over another is the exact reason why another ECP chooses a different product for the same patient. Bias is alive and well in eyecare. In our first example, by holding back 5% of the monthly bill for digital lenses ordered, and having just 20 offices use the lens, we will show how EyeXperts Inc will generate $10,000 per month and save each office involved up to 40%!

EyeXperts.MP EyeXperts Manufacturing Partnerships

EyeXperts.MP will tap an unmet need to align via innovative structures, lab owners with global experts in coating and surfacing technology who in Joint Ventures, will product Dr’s Choice branded lens products that provide the highest quality lenses at prices that deliver great value to patients and double the margins for Optometrists. With this innovative Fractional Free Form Ownership Program, practices effectively share the ownership and accelerated depreciation of one manufacturing location. All management responsibilities are contracted out through EyeXperts to a local lab to run the manufacturing equipment, supply optical lab software, the physical plant and the employees. The investors will own a company that they outsource all management, all contracts, and day to day functions but enjoy the benefits (tax & profit) of owning a manufacturing plant at a fraction of the cost or operational complexity.

There are over 1850 practices in Canada that are prospects for EyeXperts Manufacturing Partnership's Fractional Free Form Free Form Ownership Program. EyeXperts.MP will offer a Fractional Free Form Free Form Ownership Program tailored to the unique needs of independent OD’s, Independent Labs & Multi-national Labs with advanced coating technologies. Smart local distribution will be a value added service based on what the local market place dictates.

EyeXperts.MP has assembled a management team and a group of advisors that will be able to turn this business opportunity into a success. EyeXperts.MP will deliver its product through a network of partners. Key partners include leading ophthalmic companies, MBA’s with expertise in Branding Marketing, Training, Finance and IT, along with some of the most experienced OD’s who have created business models that are designed for the 21st century.

EyeXperts Manufacturing Partnership's superior capability to access prospective customers and place shares in the market will be the key source of its competitive advantage. EyeXperts.MP’s program of matching the unique personality profile of each prospective customer to the business opportunities they offer will be a second key competitive advantage. Additional areas of distinction are EyeXperts.MP's networking capability and a unique legal setup to operate a Fractional Free Form Free Form Manufacturing Program out of Canada.

EyeXperts.MP will base its initial marketing success on thorough market research and a detailed data base of prospective customers already in place. EyeXperts.MP plans to sell a minimum of 34 and a maximum of 69 Joint Ventures in the first three years of operation. EyeXperts.MP will operate these Partnerships out of geographical bases in Alberta expand across Canada, in all locations where a local SPOC (Single Point of Contact) is the local sales and support focus.

EyeXperts Manufacturing Partnership's fee structure will provide customers with a product of greater value at lower cost than any direct competitor. This will ensure ongoing profitable operations for EyeXperts Manufacturing Partnership. The financial performance remains high even in adverse scenarios. The founders of EyeXperts.MP invite prospective investors to participate in the potential of Fractional Free Form Ownership for Free Form surfacing, combined with outsourced private label coatings & Intelligent distribution and to further explore the investment opportunity offered by EyeXperts Manufacturing Partnership.

EyeXperts Manufacturing Partnership: Market Analysis

Market Description

The demand for local lens production is growing. By aligning practices under a Dr’s Choice Brand with affordable Free Form surfacing, outsourced coatings contracts & Intelligent distribution of specific products a truly innovative structure where independent Optometrists and their buying power are aligned with independent labs (as opposed to vertically integrated labs such as FYI or Lenscrafter’s Winnipeg lab started by Stewart & King).

Joint Ventures in; Free Form surfacing, outsourced coatings & Intelligent distribution not only overcomes new capital investment, it requires a deeper partnership and a more professional relationship between the Doctors and their lab. A Fee for service relationship, not a buyer and seller relationship. Free Form surfacing, outsourced coatings & Intelligent distribution are far away from an OD’s area of expertise, or core competency.

Partnership in this case really means Joint Venture management contracts. This is a hybrid of full ownership and “no interest” beyond being a customer. In this case, the Joint Venture is owned by individuals or a corporation, while operations are sourced out to expert labs. JV contracts reduce the operating complexity yet align a lab’s capital investment with the power of Private branding.

Fractional Free Form Ownership represents a new and innovative way of operating a Free Form surfacing, outsourced coatings & Intelligent distribution. Fractional Free Form Ownership blends the benefits of full ownership with lower costs than conventional labs such as Essilor or FYI.

Compared to full ownership Fractional Free Form Ownership offers substantial cost savings due to lower capital investment and shared overhead costs. Additional benefits are permanent availability of lab production and the liquidity of B2B ordering technology. If the customer's regular lab is not available, EyeXperts will provide another supplier it has other Joint Ventures with. This reduces the risk that Hoya experienced with so much manufacturing centered in Thailand which was taken down by massive floods. Risk management is a necessity.

So, a share in a Fractional Free Form Program provides all the flexibility of full Partnership ownership at a fraction of the cost and virtually no risk or hassles of operation.

Fractional Free Form Ownership targets a customer segment that currently is paying almost double what they will pay for lenses through EyeXperts.MP. This is the key reason optical retailers, online retailers and OD’s such as those in FYI wanted to get involved in the manufacture of Free Form. What few understand is the challenges of manufacturing high tech products. The fact that four major coating facilities in Canada have been shut down in the past few years, and the teething problems FYI had for years with their facility in Vancouver, confirm that Joint Venturing is not only more effective, it is more cost effective. The reality of combining core competencies of manufacture with core competency of customizing ophthalmic prescriptions one patient at a time in a practice is simply good basic business.

There are currently three significant classes of competitors offering Free Form Lenses. The first is the global manufacturers. These include the big three of; Essilor/Nikon, Sola/Zeiss, and Hoya/Seiko. Amalgamation and buying up of independent labs world wide continues at a rapid pace. EyeXperts founder Dr. Gerry Leinweber has been in preliminary negotiations with all these suppliers and initially has chosen his first lab partners based on strategic reasons of service speed and highest quality at best cost and minimal supply chain complications. As the Dr’s Choice brand grows, Gerry anticipates he will do have business arrangements with each of the three major global suppliers. Indeed, with the first JV partner, Plastics Plus, it is Seiko Free Form Designs built on Essilor’s subsidiary Satisloh owned surfacing and coating equipment. Gerry’s years of experience as first CDO’s CEO and CFO and then as DEN’s CEO and CFO provided a wealth of experience and industry contacts.

Customer Groups & Market Research

EyeXperts Manufacturing Partnership's market research has identified three customer groups for its Fractional Free Form Ownership Program. DEN members, OSI members and independent OD”s who belong to neither major buying group. IRIS and FYI offices are not considered potential clients unless their leaders decide they need Dr’s Choice and the chances of this are slim. While EyeXperts has the capability of selling in Quebec, the reality is that after the English speaking Canadian market is fully launched, the next obvious market is the US, and in particular smaller buying groups in the US.

EyeXperts.MP will focus its initial marketing and sales effort on the primary target group of high netting offices who have shown an interest in buying consulting expertise, as ultimately this investment pays the highest dividends when properly designed, marketed and serviced by advisors who have proven track records of success in their areas of expertise.

Through a clear segmentation analysis and thorough market research, EyeXperts.MP will be able to efficiently focus its resources on seven regional sales efforts by mid 2013. A range of indicators will enable EyeXperts.MP to identify potential investors that meet the above selection criteria. These indicators include the size of the practice or company (revenues, number of management employees) and the network of locations (number and distances).

The selection criteria for prospects within the primary target group are solely based on rational, quantifiable factors. In addition to these factors, potential customers for a new product is the secondary target group who want better services based on qualitative factors, such better value and better business processes. For the primary target group, EyeXperts Manufacturing Partnership's market research has identified over 50 practices and 7 labs that meet the selection criteria. A comprehensive database has been created that includes all important data of these prospective customer targets, such as contact persons, current buying network, locations, and size. In the research process, EyeXperts.MP has conducted thorough interviews with practice owners to further define the needs of these customers. The secondary target group will be tapped with a lower priority, depending on market research results and sales force capacity. In the first years of operation, EyeXperts.MP will focus its activities on customers in Canada.

Product: Product Definition

EyeXperts.MP will offer a Fractional Ownership Program for Free Form surfacing, outsourced coatings & Intelligent distribution in Canada, with a regional flavour. EyeXperts Manufacturing Partnership's product offering is an innovative Free Form surfacing, ophthalmic coatings & distribution to provide a single source for its customers' ophthalmic supply needs. In EyeXperts Manufacturing Partnership's program, each customer can purchase one or more “pre-purchase” share which entitles its owners to use the Program.

Partnership Choice

The choice of the as EyeXperts Manufacturing Partnership's primary Partnership directly relates to the customer needs identified through EyeXperts Manufacturing Partnership's market research. Main concerns were

Pricing

EyeXperts Manufacturing Partnership's fee structure includes three separate items. A cost of each lens product. A cost of administration including marketing. Finally any monies remaining are returned to the offices according to standards well established by other non-profits and as allowed to build minor reserves by Revenue Canada. EyeXperts.MP labs will guarantee prices to its customers during the first year of the contract. After one yeas, EyeXperts.MP labs will retain the right to adapt the prices to actual market conditions. The pricing for EyeXperts.MP core products is very competitive compared to other market offers. As of February 2013, our potential clients can save up to 55%, with superior service and comparable or better quality.

Company: Legal Setup

In order to satisfy all operational requirements and to enable customers to purchase a depreciable interest, a sophisticated company structure has been designed in compliance with the Canadian tax law. This company structure is a major asset of EyeXperts.MP and has been developed with input from leading tax experts in law and accounting.

EyeXperts is the umbrella non-profit company through which all revenues flow. Each EyeXperts.MP will be a separate Joint Venture. Each Advisor or Consultant retains their own intellectual property. EyeXperts is the managing entity, and other than intellectual property, primarily the financial and legal structure, EyeXperts Inc. will not own any assets other than cash it earns for management services, which it disperses to employees, managers, shareholders, consultants, and sales agents.

Distinctive Competencies & Business Process

EyeXperts has a sustainable competitive advantage from its ability to organize a network of essential partners. EyeXperts will cover the sales function, which is the most essential component of the network. The sales competency is backed by the superior access to prospects, which is proprietary to EyeXperts. Through unique connections in the industry, establishing a brand name, performing effective quality assurance and striving for a continuous improvement process, competitors will be unable to copy EyeXperts success.

EyeXperts business process includes three activities. First, the Sales function encompasses market research and the sales process leading to the successful sale of shares in the Joint Ventures. Second, the Intellectual Property Management function includes the legal trademarks, confidentiality agreements, completion, maintenance and termination of the legal contract with clients and suppliers. The third activity is Operations. This function will be scheduling fractional diagnostic equipment, training and in close cooperation with the various practices, provide smooth operations. Customers can contact EyeXperts by telephone, fax or e-mail to arrange for programs. In addition, billing and monthly statements of activity will be prepared for share owners and will be 100% web based.

Management & Company Organization

The management team of EyeXperts Inc. is comprised of CEO, Dr. Gerry Leinweber, VP Marketing Mark Bate, VP of Service & Support Mike Rochefort and VP Fractional Diagnostics Dr. Amgad Sekla.

Gerry has extensive knowledge of the business, computer technology, and the ophthalmic industry. He has two post secondary degrees, built offices, buying groups, and built and flew a high tech composite aircraft the Lancair IV-P. Most important Gerry has established significant industry contacts. Based on the backgrounds of the founder team, functional responsibilities have been derived. Gerry will be responsible for finance and strategy, Mark Bates will focus on operations, sales, and marketing. Amgad Sekla will be responsible for Doctor to Doctor training, and fractional diagnostic equipment training.

Management compensation is based on an incentive system. The compensation per executive is based on actual sales and outcomes, not a base salary, just a productivity bonus. The bonus per executive is 2.5% of the net income generated by EyeXperts.MP Ltd. in the respective year, payable in January of the following year. This will generate the income. Projections are in the proforma in the appendix.

A key element of the team will be the Board of Advisors that comprises representatives from EyeXperts industry partners and further individuals chosen because of their valuable experience in areas critical to the company's success. The board has five distinctive members and will provide EyeXperts.MP with in-depth knowledge of the Partnership industry, operations and financing (see Appendix for details on the board members). In conjunction with the expertise of the Board of Advisors and other external advisors (see Appendix for an overview of key advisors), the management team will be able to bring all necessary skills and commitment to EyeXperts.MP to ensure the ongoing success of the company.

Sales Process

EyeXperts sales process consists of three steps, as depicted in the Appendix. The initial contact will consist of direct contact by e-mails and follow-up phone calls. This step will be supported by EyeXperts extensive market research, which has identified potential customers including contact persons and information on the company's needs. The sales brochure describes the brand story and the pricing structure.

EyeXperts initial presentation will be held via GoTo Meeting or at regional meetings. In addition to a standardized part, cost comparisons for the specific travel/shipping needs of the customer will be discussed. Then if the practice is keen to try the Dr’s Choice products, a 10 pair sample is paid for. The process is described in detail in the appendix on how to sell to Optometrists. The program is designed to hold Dr. and Optician bias from the process until the public proves the success rate. It will be the job of Gerry to open doors, but the follow-up to Mark Bates to follow up and appreciate most sales processes are long with the personalities involved.

The initial trial is fully surveyed, using the technology of EyeXperts.Survey. The survey results are then shown to the practice management team and ongoing pre-purchase commitments are offered, both for a 5 times larger pre-purchase or a year long commitment. Short videos are used on the EyeXperts website with the focus being on the Dr’s and Opticians, not the public as it is the Dr’s and Opticians who recommend the lenses uses.

Technical and Legal Notes:

EYEXPERTS INC’s has obtained sound legal and tax advice on the design of all business structures. This is to ensure all participants minimize both their tax and risk exposure.

Following is a summary of the professional advice received.

Joint Venture

An association of two or more parties who combine their money, property, knowledge, skills, experience, time or other resources in a joint business enterprise, agreeing to share the profits and the losses and each having some degree of control over the enterprise. Joint ventures may be carried on in a variety of legal forms divided into three main categories: (1) the incorporated joint venture; (2) the partnership joint venture; and (3) the contractual joint venture where the parties combine their resources in the furtherance of a single business enterprise without actual partnership or corporate designation.

Corporation

A legal entity operating under a grant of authority from a provincial or federal government jurisdiction in the form of articles of incorporation or a charter. The corporation, as a separate legal entity, has the capacity to have a name of its own, as well as the right to buy, sell, lease and mortgage its property in its own name.

Current Cash Flow Opportunities

Custom Consultation:

From finances to business plans to demographic analysis, EyeXperts has a long list of consultations they provide. These can be delivered via supplier sponsorship or fee to clients.

EyeXperts.MP:

This project has been described in full in the business plan. It is currently the easiest to sell and derive cash flow and profits from as it is both a product that allows the practice better margin, but more importantly allows OD’s to build their own Dr Brand while finally competing with Online Suppliers due to the cost structure if they choose to sell from their practice website.

EyeXperts.DxFractional:

This program has been running for ten years and is now being rebranded under the EyeXperts umbrella. It is a program where high tech diagnostic equipment is owned via a license between four or more practices. Foreign trained MD’s are the technicians. Instead of having one stream of income, this program allows the office to have triple the income at half the cost AND virtually eliminates the risk of technological obsolescence. Better technology, delivered locally.

EyeXperts.$Strategy:

Financial Strategy seminars have been offered by EyeXperts from our first seminar in Seattle. Mike Whitlock is our partner in this process. Refer to the separate one page description for full details of Mike’s experience, expertise and history in delivering these seminars across North America.

EyeXperts.Marketing:

Marketing in private practice has been a challenge. Until mobile marketing. Now a practice can have a marketing program using QR codes and text messaging that costs less than sending out one office newsletter. And has built in ROI measurement!

EyeXperts.Branding:

According to our MBA and Brand Expert Duane Knapp, you need more than a brand, you need a genuine brand. Duane was hired to help create EyeXperts and helped guide the process to build the EyeXperts Brand and the Dr’s Choice Brand. Duane consults for various Fortune 500’s, large medical organizations, Vancouver Tourism, and for EyeXperts! Duane is available for practice consultations at his normal fees in person and for special fees online via EyeXperts.

EyeXperts.Learning:

One of the keys to a great team at work is their education and motivation. Both can be greatly enhanced by our virtual learning site. Using the same Open Source Software that Athabasca University used for over 12 years, EyeXperts has a cost effective way for every practice to take courses on key soft skills from greetings that provide great first impressions to understanding how to use personality profiling on patients to give them the experience they really want. This learning website is very inexpensive to subscribe to and our cost to maintain it is minimal.

EyeXperts.Survey:

Measuring outcomes is key to any true brand and essential to any business that wants to be at the top of their field. EyeXperts.Survey is more customized Open Source Software that delivers great results for very low cost by being web based.

EyeXperts.HiringSmart:

Hiring Smart is a Canadian company that brings the highest quality HR tools to the hiring and managing process. In partnership with Profiles International technology, HiringSmart.ca has partnered with EyeXperts to offer unique web based hiring tools to professionalize the hiring at any office. From a hiring portal to various profile tools, practices can now have the benefits of an HR consultant at a fraction of the cost.

EyeXperts.OSS:

In the first three years of operations the most compelling lesson learned was that all services we offered via the web worked well and were profitable. Using OSS (Open Source Software) is like using the highway instead of the railway. Free to use, Free to turn on or off when you want, and free to make your own route. In particular, OSCAR for Eyecare and MyOscar for personal health care are products that have the capability to change the delivery of health care – one office at a time. And there is plenty of profits to be made in selling the services around such software.

EyeXperts.CE - Small Seminars for 6 - 10 Docs on Technology and Products:

By offering CE, seminars can be profit centers either by sponsorship from a company or Dr fees.

QR/Text Message Mobile Marketing:

Our partnership with Retail Common will have 20 turn key marketing programs they can simply add to their location and decide what the discounts are and what the deadlines are for each offer.

DIN:The Investment Option for Doctors. This group which Gerry Leinweber and Perry Wilson created ten years ago has allowed groups of OD’s to pre-buy product for preferred pricing, to fund technology as required for B2B issues. Fractional

Surveys:

Website driven, and easy to duplicate as it uses Open Source Software, we have yet to see a competitor provide this vital service for only nickels per day.. Leads to more consultation on what works. Patient and Staff surveys already exist and are key to measure lead indicators.

Wiki:

A total office manual in cloud, also a complete print on demand patient information sheets. All built on Open Source Software, the real value is in the 25 years of content updated continually.

Stock Control RFID:

Technology to bring to Optometry practices. This technology can keep stock, measure patient and staff flow and keep costs for better ROI of all stock. Frame and CL stock is tied to accounting package not Pracctice Management System, just Quick Books or Simply.

Dr’s Choice Lens:

This is the MP project, 3 national labs keen to participate, to start we will use just one.