Cerego, India, Education Future

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Draft 1.0 Term Sheet between Cerego Corp, hereafter known as Cerego, covering the plan for the Indian Market by establishing Cerego India, hereafter known as CIN, a new wholly owned Cerego subsidiary, CIN is to be organized jointly with Michael J. Trout, hereafter known as Trout, and CIN Board of Directors, hereafter referred to as Board.

December 1, 2009 General Statement of Purpose: Whereas: Over the past 19 years, Cerego has been a leader in helping students in Japan to learn languages and to master educational content and be better equipped to take allimportant entrance and certification exams.

Over the last 9 years Trout has been working and developing connections to bring about an education solution for India. He believes he possesses the insight, vision and determination to help bring about a game-changing solution for education in India built around Cerego learning engine. His goal is to expand the reach, effectiveness and breadth of Cerego's current business reach by penetrating the Indian market, and to ensure that Cerego can becomes a global leader in the education market, and recognizes the opportunity to move and engage India audiences digitally by establishing CIN and developing learning solution built around the Smart.fm and patented Cerego Learning Engine technology.

Cerego, patented and exciting technology could play a crucial role in flattening education in India and potentially the world, Cerego platforms and Learning Engine have made learning more effective, affordable and relevant, particularly in the educational space in Japan and it could have an even greater impact to the lives of millions in India.

Both parties recognize that there is an excellent opportunity to move into the Indian market and Introducing the CIN learning solutions that will be new to the market, unique, and hopefully very compelling for a very large segment of the Indian population.

Trout seeks to play the role of a Chief Evangelist in this endeavor, and believes he is uniquely qualified to pull it off with this CIN leadership team he has developed.

Therefore‌ Objectives of both parties The objective is to establish a new entity, CIN, to combine expertise and contribute Cerego assets as described below, in order to provide Trout with the opportunity to develop a compelling educational experience that is built around the Cerego learning engine educational content in an easy to use, attractive and engaging manner to a broad audience in India.

In pursuing this opportunity: Trout is interested in leveraging Cerego success in Japan and its educational content it has developed on Smart.fm and which it currently delivers into a digital delivery media that can scale beyond its current operations in Japan and US. Trout is interested in making education computing more relevant to millions of Indian students by more specifically addressing their educational and tutoring needs through the PC and 3G environments. It also aims to trial and refine concepts and product

offerings and platforms that are globally scalable. To this end, Trout will be developing with Cerego India a framework for educational content and services which will scale to a number of countries in Asia.

Terms Cerego agree to offer its software license and patented technology to CIN. CIN will be set up by Trout and the Board where Trout will be given an agreed on equity and fee to accomplish his objective. CIN will build the platform based around the Cerego Learning Engine and other technologies to provide free education content to grade 4-10 education segment of the India market as per the terms laid out in this terms sheet. Trout agrees to identify and solicit and secure investments to cover all costs associated with the development of the learning platform that will assist all India's to become self educated.

Governance of the joint effort The parties agree that CIN will operate in the same manner as Cerego Japan. Trout will function as the primary point of contact and will report directly to Cerego.

Branding: All branding related to Smart.fm and Cerego will be directed by Cerego. Branding that is considered new and pertinent to India will be developed and directed by CIN. Consumer Experience The package will include educational content and services from Cerego specifically Smart.fm and technology developed by CIN using the Cerego learning engine. Initially, the content will focus on exam preparation and general education content for grades 4 -10 with emphasis in Math, Science, and English language. It is intended that the educational content will take three forms: • Cerego Learning Engine: Provide same arrangement and licenses as Cerego JP • Education content: CIN will establish be responsible for raising the investments to build that is being called "The Experience" It will also establish volunteer groups to translate the entire Indian 4-12 math, science and language educational content into a Smart.fm format. Volunteer work will be done in partnerships with top schools in India. The goal is to have upper level students translating content for Junior level students • Content distribution: • Smart.fm -- all content that is developed will be put on smart.fm for testing and tweaking • 3G architecture IN - content delivered to it via similar application as the smart.fm iphone app -- goal secure Airtel as Cerego IN's "Docomo" lead investor. And deliver exclusive edu content via it's 3G architecture. Propose the creation of the Airtel 3G ePhone for India education.

• EDUITu.com -- this is a none textual portal that autonomously delivers users goals as defined on Smart.fm and other metrics. But it will be built on MS Silverlight technology for a number of obvious reasons...

Services • Trout Services: ◦ Identify and propose senior leadership team for CIN. The CEO, President of Business Development etc... Final approvals to be done by Cerego Chairman. This team will be selected from EDUIT, Inc India leadership and stakeholders and will operate in an advisory role until funding is secured, they will work as door openers and committee members on the national campaign drive to raise capital for CIN

◦ Establish and Trout will appoint 3-5 members to be part of Board with final approval from Cerego. Cerego can appoint others to it as they see fit.

▪ Swaminathan S B ▪ Sundar Balasubramanian ▪ Rajiv Aurora ◦ Secure CIN funding ▪ Investment as defined by Cerego that model Cerego JP ▪ Trout with Board assistance will ID and bring key potential investors to the table.

▪ Once funding is secured to a predetermined level then CIN Board becomes vested. ◦ NPO Funding vehicle ▪ Conduct and manage a feasibility study to test whether $15m in funding can be secured from India Corporations to build out The Experience. Trout is proficient in doing such ▪ Run a 6-9 month capital campaign as defined and outlined and documented by Trout ◦ Will work directly to assemble the development teams that will build The Experience and function as the "producer" of the entire development process.

▪ Assist in setting up Cerego Foundation in Washington D.C. ▪ Oversee incorporation process and establish co-office in DC at EDUIT office location.

▪ ID the best Executive Director/President to run it on a voluntary basis. He has a number of prospects that would be perfect for the position. ◦ Foundation kick-off funding vehicle ▪ Conduct and manage a feasibility study to test $X amount of funding can be secured from US Corporations for CEREGO Foundation kick off.

▪ Run a 6-9 month capital campaign as defined and outlined in the documented provided already by Trout ◦ Secure Education partnerships - Objective tap into Obama funding for OER content development ▪ Trout will work to establish programming to secure education partnerships ▪ Trout will present and secure partnerships by lecturing at key conferences ▪ Trout will create specific programming to secure partners for Smart.fm Exclusivity CIN will hold exclusive right to Cerego technology in India and will be able to license such technology as determined by Cerego. In essence CIN will operate as Cerego Japan does.

Technology Development Cerego and CIN would work together to develop new technology. CIN would set up a development group to work on creating the environment that would run the Cerego Learning Engine. CIN would pay Cerego for all development work done on its behalf that is unrelated to Smart.fm or Brainspeed. CIN would be free to make changes to the current technology for its own needs. Cerego is free to use and implement all enhancements in any way.

Financing Cerego is to set aside funding to cover Trout's salary and ancillary costs as determined

by Cerego with input from Trout and the Board Cerego will finance all of the cost entailed in establishing Cerego IN. To the extent that it does so, a repayment schedule will be set up whereby; • Cerego is to receive the revenue stream from the sale of CIN content and services to be determined by Cerero and model the existing Cerego JP format Promotion of CIN CIN would take full financial responsibility in promoting itself in India as it would seek to use partners to promote CIN and Smart.fm or its equivalent technology to users. CIN would seek to secure government endorsement and financial support behind its effort as a measure that can help support and compliment the Education for All law that was passed in 2009 requiring that all Indians from the age of 6-14 have free access to Education.

Affordability Trout will be given 6 months to secure a predetermined funding goal to vest himself and Board in CIN. The goal is to be set by Cerego with input and approval of the Board.

Expansion of delivery: CIN would have freedom to expand its delivery scope in anyway the Board sees fit. Even though CIN focus is delivery of math, science and English education content to the 4-10 grade level it will seek to expand this to include higher education, and corporate education and training. These Expansions will be only undertaken with the appropriate investments and under approval by Cerego Chairman and the Board.

Market Research: The CIN will conduct market research and focus groups on an ongoing basis as deemed by an appointed CIN Steering Committee, hereafter known as SC. The initial research which will define the basis upon which the offering will be launched will be conducted in a relatively short period as outlined below. The SC will conduct usability tests as well as proof-of-concept focus groups throughout the initial phases of this effort and beyond.

Benchmarking in other geographies Cerego will make available to the SC data from Smart.fm JP experiences it might have in other markets of differing technological adoption maturity (both leading and lagging) that may help to better understanding the probable evolution of the offering in India, and that might allow the SC to better tailor the offering to local needs and anticipate trends. The SC will consider the possibility of extending the focus groups at the proof-ofconcept phase to other geographies to enrich the understanding of the concept in India.

Proforma P&Ls The team (Trout, Cerego, and Board) would work to structure a pro-forma P&L for the effort by the signing of the definitive agreement, using “best assumption” figures for the cost elements that we are not able to determine in the course of our meetings, and assigning owners for further refining cost elements. The SC will determine pricing policy for both individual consumers as well as for institutions.

Contributed assets:

Initial pass at contributions from both parties – elaborate on this list – fill out missing items.

(To to determined and listed) Initial programming of activities: The parties agree on an initial kick off program event at the beginning the month of February 2010 and a full launch during at the beginning of the month of July 2010 provided CIN has secure funding partners. All dates are tentative and will be approved and set by the Board with approval by Cerego.

Definitive Agreement The parties will work to sign a definitive agreement embodying the terms in this term sheet no later than December 31th. No disclosure of joint effort will be made by either party until approval by Cerego.

The Big Picture

INDIA e3.0 Prospectus II -- Building India's Educational Future draft 2.1 e3.0 India committee

Imagine... A world where every kid participates on a level education system, challenging themselves and others, and achieving rewards and prizes for

applying themselves, no matter what their social, economic, or geographic disposition.

We can ... and we will build it.

EXECUTIVE SUMMARY "A man is but the product of his thoughts what he thinks, he becomes. " – Mohandas Karamchand Gandhi

Fact, the technology exist right now to give every person in India a good education. I believe that India is uniquely positioned to achieve a significant competitive advantage in the world economy by being among the first to implement a flat education system for all its people before the end of the next decade. This goal can be accomplished by partnering with EDUIT to develop a complete free open source education solution for its people and peoples of the world. Global learning can be flattened through providing equal access and opportunity to all learners, including the mentally and socially disadvantaged, who can benefit from 21st Century educational technologies for leveraging academic achievement. We at EDUIT believe with UNESCO and India and the People's Republic of China that access to educational opportunities is a basic human right for all, not just a privilege for the few. Regardless of one's status or location, all people should have access to the best education the world can provide. And we believe that the technology already exists to accomplish this goal--so together we can change the world.

For over 3000 years the "sage on a stage" instructional approach offered by the Education 1.0 model has dominated human culture. Education 2.0 is now emerging as schools, teachers and students have begun to utilize social networks and Web 2.0 tools in education. But it doesn't go far enough. Media 3.0 technologies now being developed and researched will emerge over the next few years as perhaps the most disruptive technology in the 21st Century. It will emerge as Media 3.0, where social networking and distributed multi-media converge to unite disparate and disconnected education systems into a single global learning platform, which I call the education singularity event.

Current instructional pedagogy is tied to task allocation--a cornerstone of industrialization. Since the mid-19th Century, training has followed the prescription of task allocation and delivered education to students believed to be socially and mentally standardized groups. Yet, this historical disconnect between the standard and the needs of differentiated learners is now being felt more profoundly than ever.

Factors such as ethnicity, gender, class, nationality, language, environment, and culture all combine to create a student body that is incredibly difficult to homogenize.

Today's students demand information to be delivered on demand from the best minds more quickly and in more emotionally stimulating and contextually relevant formats. What is the methodology through which we will develop tools to bridge these divides? The answer lies in nature's oldest and most successful learning tool...

Play.

You may be wondering... who are we to flatten global education? Good question. We are not a Google or Microsoft, but a global consortium of the best and brightest minds in technology and education brought together under my leadership to form the eSingularity initiative to meet the needs of all learners. I am just one individual who has dedicated the past eight years to solving this problem. As a disadvantaged learner myself, I struggled in elementary school because of a learning disability, dyslexia, that seriously limited my ability to receive an adequate education under the Western model, which was ineffective in meeting my needs to fully realize my academic potential. I decided to fore-go a comfortable well-compensated executive position at a great company, run by my best friend and colleague, to move to Japan to become an elementary school English teacher of modest means and focus completely on my dream for global education--like Siddhartha wandering off into the wilderness to contemplate existence. For four years I have meditated and watched technology and the web evolve, waiting for the right time. And the time is now. The good news is that I have accomplished the impossible before. As a college student, I founded one of the most successful free Shakespeare festivals in America. An estimated 30,000 people attended the festival its inaugural year. I accomplished this against all odds. No one believed I could do it except one man, my mentor, Dean Emeritus Richard G. Fallon. He taught me that anything is possible if you stick to it, believe in it with all your heart and keep walking the walk and talking the talk. Back then I had no idea what that meant. I have since added a lot more skills to my toolkit.

I raised millions as a capital campaign director at NCDS and worked as the vice president of an unsuccessful IT start-up. I have seen a lot of failures and few successes, but I am committed and determined to changing the world.

I recognize that I may fail in leading this effort without bringing together leaders in government, technology industry and education into a collective mission dedicated to realizing the vision of 21st Century learning for all. The outcome we seek will benefit millions, if not tens of millions, in India and elsewhere throughout the world. Although it may not turn out like I originally envisioned, and may be discounted by some as nothing more than a Quixotic tilting at windmills, if we are successful then think of the global honor, respect, accolades, and prestige that India will enjoy as a result of elevating education to be equal and accessible for all the world's population. In essence this is a continuation of Gandhi's struggle for equality and fairness for the people of India. Together we can make access to education free and available to all people.

We look forward to partnering with India to realize the vision of eSingularity.

Michael J. Trout CEO & Founder EDUIT, Inc

THE CHALLENGE “In a global economy where the most valuable skill you can sell is your knowledge, a good education is no longer just a pathway to opportunity – it is a pre-requisite. The countries that out-teach us today will out-compete us tomorrow.” – President Barack Obama

The challenges facing India's education system may be one of the biggest challenges facing any nation in the 21st Century. Faced with the fastest population growth and poor technical infrastructure in rural regions, India must find a cost effective solution for educating its people. The traditional education 1.0 bricks and mortar solution isn't going to be adequate to overcome the educational challenges it is facing. Under that model, India would need to build new schools, train and retain teachers, buy books and collateral supplies, keep these materials current and put in place more bureaucracy, that leads to ever escalating costs at the sacrifice to education. A technological solution for all of its people needs to be identified, actualized and implemented. And most importantly how can we do it for less than it is currently costing India?

The challenges facing India's education system can be summarized by EDUIT board member Umashankar IAS as follows: 1. The present Education system in India is designed to overload the pupils with too much 'knowledge' and the focus is to enable them to improve their memory skills rather than enabling them to be innovative/creative.

2. The present system is designed to create a hierarchical society, with only a small section scoring very high marks, the remainder get fed up with the monotonous and irrelevant education system, forcing them to discontinue their studies.

3. India has made great strides in the field of telecommunication. There is hardly any village in India which is left out from this exciting technology. This technology has not touched the education system to provide 'remote teaching' facilities or online knowledge sharing. Access to uniform teaching content, especially video and multi-media content will enable removal of disparities. This will neutralise the ill effects of absentee teachers (which is also a major problem in rural India).

4. 40% of student enrollment is in private schools. Only 61% of target population is enrolled in public schools, 40% dropout at school level, mere 37% net enrollment -- IES January 2009 report THE INVESTMENT ARGUMENT Live as if you were to die tomorrow. Learn as if you were to live forever - Mahatma Gandhi

"India’s well-capitalized public education system has failed miserably due to remarkably high level of inefficiency (37% net enrolment at school level!). This has led to a whopping $50bn annual spend on private education ($80bn by 2012E). But while money attracts more money, it has ironically eluded India Education Sector (just $180m of private equity capital chase) – a function of limited value creation potential. We met around 45 players in the space and conclude that IES is a long way from graduation. While formal IES (80% of total) is lost in a regulatory maze (not-for-profit mandate), the highly fragmented non-formal segments are in a scalability bind. With Credibility, Content, Capital and Creativity separating the ayes from nays, only players working to acquire the 4Cs would show higher Investability

Quotient (IQ). With few ‘relevant’ players above the $20m mark, Educomp Solutions (FY08 revenues of Rs2861m) and Manipal Universal Learning (Rs8631m) are the two scaled-up and annuity businesses that we like." -- IES, January 2009 A unique investment opportunity exists to innovate a game-changing solution for India education that builds on existing technology. http://www.ambientinsight.com/Default.aspx -- need to add this market research

THE OPPORTUNITY In a poll conduced among PE/VC firms during January 2009 over 80% of the fund managers said they are looking to invest in education companies. According to Dushyant Singh, Director of Strategic and Commercial Intelligence of KPMG's Transaction Services practices, the India Kindergarten to Class 12 segment (K-12) is one of the most exciting opportunities in the education investment segment.

Entrepreneurs have the opportunity to implement an game changing solutions that revolutionize the K-12 plus industry. The largest market segment is estimated to be US$40 billion according to March 08 report by CLSA. This report spans the segments as follows: • US$20.0 bn -- Kindergarten to Class 12 • US$07.0 bn -- Pvt colleges • US$05.0 bn -- Tutoring • US$01.4 bn -- Vocational training • US$01.7 bn -- Test preps • US$01.0 bn -- other meaningful and fast growing areas These figures will significantly increase over the next 5 years, the question is can these education sectors in India and globally be disrupted with innovative game changing technology such as the eSingularity platform? We think so. The consuming class in India, i.e. households with an annual income over Rs. 90,000, is expected to grow 48% of the total population in 2010. India needs a solution that not only provides a solution to the ones that slip through the education net in India but to every potential student in India and the rest of the world. We should seek to provide a value added solution to existing education infrastructural making every brink and mortar education provider as good as the competition. The "India Education Sector is by far the largest capitalized space in India with government spend of $30bn (2006; at ~3.7% of GDP, it is in line with the global average). For the 11th 5-year Plan, the Centre has allocated a 6x higher spend on education. Importantly, the extent of the spends have created one of the ‘largest’ education networks globally of ~1m schools and 18,000 higher education institutes (HEIs) in India, home to the largest population within the age group 0-24 years." The opportunity therefor exists for us to provide a game-changing eSingularity platform solution for India.

Over coming barriers in India • Infrastructure -- The Solution will run on any 3G capable device and will use Wi-Fi and peer2peer technology to buffer, store and share learning content among network of regional users. Every students personal learning platform

will be sending content based on the the individual needs of the student. The user device will Que up content based on the needs.

• Political -- We will need no regional or governmental approval to distribute the content or for free participation in The Experience. Just as anyone can access Wikipedia anyone will be able to access The Experience, provided that they have a suitable web-enabled device.

By overcoming these barriers the opportunity is for a single group to meet deliver these objectives for India's education system: • that all students can be successful throughout their lives regardless of circumstance such as race, socio-economic status, age, gender, ability or disability, or language background, and/or culture; in equity of educational opportunity; • that in order to succeed, all initiatives, programs and factors that affect student learning must be considered; • in the need to be respectful of different points of view and diverse opinions; • that it must stand ready to initiate courageous conversations about difficult topics; • that all key stakeholders (e.g., governance, business, families, educators, and others) need to be interconnected to the work; e.g., operating as a whole system not as separate sectors; • and its work must be student-centered not system-focused.

SWAMI can incorporate info from: PEFunding_education_india.pdf and Education+Sector++Jan09.pdf and other stuff in that head of yours thks - Michael J. Trout 28/10/2009 21:36

THE BENEFITS TO INDIA We believe the eSingularity initiative could significantly help alleviate many of the stresses facing India by putting a complete education solution in the hands of every student, young or old and provide the opportunity to overcome the regulatory hurdles. Our complete education platform isn't limited to a particular region or age group. Imagine being able to learn anything, anytime, and anywhere from multiple authorities from the comfort of your home from any web-enabled device. Imagine being able to play enticing e-games that reinforce the topics key points you just watched or listened too. And as you do, earn and spend reward points for achieving goals and milestones, or completing assignments and connecting with others in virtual classrooms. Imagine the benefit if you could identify brilliant global students living in rural India, just by how they interact within an intelligent e-learning environment. Have you ever pondered how many great minds have starved to death, or been killed in ignorant conflicts? This is just the beginning... there is more, much more. E3.0 will have an impact on all of humanity, much of the impact lies on the other side of the new educational paradigm, making them invisible for us to see at this time. All that I have just described is achievable with today's technology. Its just a matter of sitting down and getting down to the task at hand.

New role for schools -- Can you imagine the end of frivolous assessment tests,

grading, and tedious administrative duties, the demise of the bloated and abusive certification industry? The end of proprietary software in education. Where schools and universities become places for networking and applying knowledge and operate more like fraternal mentors competing for top students like professional sport teams do for top athletes. We will change the fundamental idea of how schools and colleges operate by changing he very way people learn.

New role for teachers -- Teachers will become more focused on teaching problem solving techniques, critical thinking skills and social and interpersonal skills. They will no longer need to be experts in subject areas. Instead experts will be delivering their thought and ideas directly to the students. Teachers will become more like mentors and guidance counselors to their students. As a result India will be able to train more teachers faster, and retain them, helping to increase the teacher to student ratio in classes.

Centralization of curriculum and instructional development -- Our solution will make it easy to create and deliver a complete open course-ware online education media solution to any web enabled device. It will provide tremendous efficiencies by allowing a global community of enthusiasts, teachers and practitioners to develop open course ware. It will eliminate the need to repeatedly create lesson plans, and local and regional control of educational content will become a thing of the past. Just as communities of writers sort out topics on Wikipedia a community of global educators will sort out the order in which learning should progress for every subject.

Subject material will not be limited to just k-18, any type of open course ware can be added. Such as job training and professional training programs that traditionally were limited to specialized organizations. Over time all knowledge base skills sets will exist on our education 3.0 platform.

THE SOLUTION -- establish Cerego India, raise a little capital, build the eSingularity platform.

Establishing Cerego India. Our goal is to become a tool for disrupting the current education model in India and becoming a catalyst for transforming education in India by becoming a platform and utility to evolve it. The eSingularity platform is in many

respects the same concept as as the Cerego Engine. We want to become the brain that powers learning and become an open social container for new education platforms using and sharing Cerego Engine APIs. We will also seek to raise the capital to flatten p-20 education in India making education in India a natural right afforded to all.

What we are proposing is a radically new way to learn and deliver free or low cost educational content. What does it look and feel like? Well, imagine an autonomous iphone or Joost that pushes education content to the end user. Content that a global community will great. The solution will be an open source platform that delivers concise multimedia open course-ware that is reinforces measurable outcomes using fun iphone egames and more traditional testing methods to an end user. What we are proposing is much easier to use and in many respects a simpler version than an iphone. A user won't need to be able to read or write to learn. The user will have their own virtual guide to direct them throughout the process. If the user can watch, listen, point and touch they can learn. Simple as that. There are three parts to the design of The Solution we call the eSingularity Platform. The first is "The Tool" the interface that a web user connects too and used to build the content; the second "The Content," what will drive the course-ware development and the third is "The Experience" the environment the user plays and interacts within. Our beta goal is that every student will be able to access a complete math and science learning solution via any web accessible device. The device type the student is using will determine the type of learning experience they will have.

Built on the Cerego engine -- learning science evolution - watch video Combining cognitive science with the social and collaborative structure of the web, Cerego empowers people to learn faster, remember longer, and manage their knowledge.

In 1995, Cerego began as a privately funded research-oriented think-tank, with a mission to enhance the efficiency of the human learning process by focusing on the biological and psychological requirements for learning.

Based on years of applied research, Cerego has built adaptive, web-based applications that accelerate knowledge acquisition. Cerego’s patented core learning engine is driven by algorithms that generate optimal learning schedules for discrete chunks of declarative learning content, called “items”. This intelligent scheduling is achieved by gathering metadata on individual user performance and modeling memory decay patterns at the granular level of every item.

Cerego's unique approach to learning has been to bring together, within a unified system, what has previously been a broad and scattered collection of wellresearched and accepted scientific principles in the fields of cognitive psychology, educational psychology, and neuroscience regarding efficient learning patterns.

Through this work, Cerego has created a learning methodology that maximizes the effectiveness and efficiency of learning, memory, and performance.

The well-documented Ebbinghaus forgetting curve illustrates the decline in memory retention over time—there is a predictable and measurable rate at which you forget.

A method of learning based on this insight, spaced rehearsal, has proven that there is an optimal moment to review what you have learned. Reviewing a piece of knowledge just before you forget it is the best way to remember it. Reviewing something while it’s still fresh in your mind, or after you have completely forgotten it, is inefficient. Cerego’s learning algorithms calculate this moment for the individual and adapt in real time to according to a user’s performance on an item-by-item basis.

Cerego’s smart.fm platform represents the first phase of a platform that combines personalized learning applications and content creation tools in a collaborative, social environment – a place where anyone can study, create, re-mix, share, and manage learning content of any kind, from foreign languages to medical terminology, from photographs to paintings, from people to sound. See: • Cerego Raises $3.4 Million For Smart.fm, Launches Facebook Friend Quiz • Venture Beat -- iknow and Brainspeed Key elements of The Solution are:

1. Providing students the ability to have the most up-to-date information on skills required by industry anytime, anywhere • Currently students have little or no knowledge of what skills are needed to be “Industry ready”.

• This platform will provide a service that automatically provide students the ability to do a skill-gap analysis based on their dream job.

2. Providing students the facility to pursue the right learning and certification opportunities to fill this gap both online and offline • Students can fill these skill gaps online or offline through a rich partner Ecosystem of training organizations.

3. A platform that allows ‘one to one’, ‘one to few’ and ‘one to many’ learning opportunities at scale • A service platform that can scale up to support the needs of students and educators worldwide deliver free or affordable education content and provide access Independent of device • Services designed for the traditional student, lifelong learner and persons changing jobs or re-entering the workforce to gain competencies from the most basic to the most advanced • Used to enhance classroom settings or move beyond the classroom to allow experts anywhere to address students everywhere • A content model that will allow for authoring and rendering in different footprints based on the destination • Provides an intelligent Student Management System that facilitates tracking of learning, testing, and benchmarking of competency based on global sampling technology, enabling students to maximize their learning and career outcomes.

4. A “learning marketplace” to provide tools for content authoring, scheduling, delivery and billing • To foster and develop a community where anyone can add, develop and combine content both for free and for a fee, under supervision ◦ provide leading educators a fee for providing content that students can for a small fee can access -- music industry model • To provide the tools that will allow providers of content and support materials be able to link their content to traditional sources such as school book, manuals and ‘how to’ guides ◦ These can be transformed into rich multimedia content using the tools we will provide • A global Virtual Tutors community will support the virtual learning curriculum (scheduled or adhoc) ◦ The platform will also be accessible via virtual worlds like Second Life, Alice etc...

• Mentoring systems will use collaboration technology to take advantage of the vast pool of people - whether students, professionals or area experts - to use their knowledge to help others regardless of place or time

Select and qualified educator can set a fee for mentoring. Students can pay a fee to be able to directly communicate with the educator. ◦ Students will rate mentoring experience. ◦

5. A platform for partners to provide skills, training and certification both online and offline • Partners will be able to create and deliver skill and training content directly to their employee PC and 3G cell phones • Provide a complete test prep solution for students 6. A facilitating conduit for students to access and work on industry projects and Internships • Qualified students will be invited to access special training and content that is uniquely delivered to the student 7. A platform that provides employers access to a large pool of qualified students • Employers will be able to perform a highly customized search to find the right set of candidates for their companies from a pool of qualified students • Employers can perform online assessments of sourced candidates • Level of assurance provided to employers on quality of sourced candidates through auditing partners.

8. Providing scenarios that help, enhance and make easy an educator’s job • To produce content, search for curriculum already developed, benchmark their work against others in similar situations, create from or add to existing content.

• Keep and track the success to dynamically relate the learning to a curriculum path for formalized completion and use.

• Support the ability to grant online degrees and benchmark success against the overall student base to verify competency.

There are three core parts to the eSingularity platform, software as a service solution. These are The Tool, The Content and The Experience. All the parts currently exist in one form or another all we need to do is to adapt them for our use.

The Tool: is an interface that will run as part of the back-end of the The Experience.

The Tool is in many respects an enhanced version of the patented Cerego Engine it will include additional feature and plug-ins. In a nut shell, The Tool is where a global community will create, build and deliver quality content to The Experience. Only the best and top rated content will be used. And we will reward content creators. It will be built by bringing together some of the latest technologies in intelligent, distributing computing, mutual media video and others. Technologies like Emotiv that actually read the users mind eliminating the need to even touch. The new kind of media 3.0 open source video engine will sit in the heart of the plug and will be a multi touch platform that will be used to create exceptional educational learning content by using cutting edge media mixing technology. GuiGame another open-source module that we will create will allow content developers to create fun elastic games that will

reinforce the content to learning objectives. Technologies that will be incorporated will include: CEREGO engine • this will link all the parts together. In essence it is the brain behind the eSingularty platform Kaltura.com plugin • open source media player (ppt). This will allow us to use the application for video editing. Needs to be significantly enhanced to do the following: automatically link objective based video clips (OBVCs) to the Education Learning Map (see below) ◦ AV layering module- allow folks to add fun layers to video clips.

These things already exist on Japanese cellphones; convert clip to animation ◦ add special effects to clips Example -- build on the Kaltura engine ◦ Karaoke subtitling model - make it easy to add subtitles in any language. ◦ AI, voice/Image recognition etc... ◦ Tagging objective based video clips or OBVCs-- this is the equivalent of highlighting text but for video. It should be very simple to do as "Stop", "grab clip", "play back" "save". The CEREGO/correlation engine will automatically, assign the OBVC an appropriate user level value (this is already done in English text, by looking at the vocabulary, we know what is the appropriate learning level of the material and it would also place the OBVC at an appropriate Education Learning Tree location and cross link it to other related goals.

Education Learning Map • Imagine this as a map of learning. Using an indexing solution that ties all content to a learning tree. Created in part by a global content development community, think of it like a Google Maps of learnable objects. Each continent is a subject and as you zoom in you see specific ares of study, and as you zoom in closer specific subjects and as you zoom in, chapters, topics, goal, down to the specific objective modules that make up the parts. Sound imposible? Actually no, let's put it in perspective, creating the ELM would be significanly easier than mapping the human genome. ◦ This needs to be added to the CEREGO engine - for example as it stands there is absolutely no path to follow for learning and it is left up to the individual learner to choose. We would want to predetermine this for the student user. We need to take away choices and make a more autonomous experience.

BitTorrent plug-in or application add-on.

• allow OBVM to be kept and shared within the network so that even if the OBVC is deleted it is not lost

Google audio Indexing plug-in. This will allow the users to find appropriate content.

• Incorporate Google audio indexing with a full text correlation engine. This is a very needed addition to the search engine because it will us to search for specific content within a video.

GuiGame plug-in/interface • needs to be developed. It will use the exiting 3G games and allow them to be showcased within The Experience. One idea is GuiGame will allow 3G game developers to link and develop games that will reinforce learning objects.

Developers will do this if we can provide the metric and free incentives. "Your game will be so much better if you incorporate our interface via a GuiGame plug-in. GuiGame will improve all egames by adding voice recognition, language adaptation and removing text. A community will be able to replace the eGame text and add voice to text so that the end user does not have to be able to read. It will also present text as Karaoke text in order to imprint any vocabulary on the end user.

• Over 6000 iphone games exisit that could be used in The Experience provided the interface was developed • Create an education version of http://www.zynga.com/ or work with them to use our create games with the GuiGame plug-in or look to partner with http://knibble.com/ -- I think they would. Read this • The interface allows 3G iphone developers to licence the use of their eGames in The Experience. Why would they?: ◦ Greater audience exposure - Asia. Buy option -- either by point allocation or cash. With over 6000 e-platform on iphone how do you get your game out? ◦ Improvements - community can improve their software for free, they keep all rights to them ▪ The Tool community will translate into any language languages ▪ Improve the content ◦ Greater sales - we provide a buy option -- either by point allocation or cash • Framework for improving games and delivering measurable outcomes to The Experience

Objective Based Video Module or OBVMs • they are modified OBVCs that are tied to Smart.fm Brainspeed or a GuiGame that tests the measurable outcomes • think of OBVMs as a complete learning module. A user digests these and in the process of doing so they learn!

The Contents: We have all the content to flatten global education. What we need to do is organize it and make it accessible. We are going to allow the global community mash up the best AV educational content on the web and from over 60 years of educational television. This content will be tagged to what I am calling the Education Learning Map. These are mind map like application that organizes information. This organization will be accomplished by the community using The Tool. Our plan is to make every learning objective unit no longer than three minutes long. This is to insure easy delivery of content to the user. The goal is to meta-tag all web web and 60 years of global television audio visual content using Google audio Indexing and a full text correlation engine technology. Then provide a global community the ability to slice it up like Swiss cheese pulling out the core learning objects. Think of a documentary as a rock of ore and the measurable objective parts as the nuggets of gold. For learning purposes we want the nuggets of gold, what we call objective based video clip or OBVC. With Google audio Indexing and other technologies we wouldn't need to employ 10,000 Indian citizens and assemble over 100,000 volunteers to help with the multimedia meta tagging job for math and science. Just as Wikipedia was created by over 100,000 volunteers the opportunity exists for us to duplicate the effort. We will assemble the content by creating a global movement behind eSingularity called the eRevolution Movement. This movement will become a resounding voice for making all learning free and accessible to all. We will need to establish key partnerships and come up with creative payment opportunities for access to rights to the last 60 years of television content from the BBC, NPR, Discovery etc... and by using The Tool and the global community of educators we will make it possible for anyone to create highest quality open course ware. Once the content is meta tagged users will easily be able to, among other things:

• •

Overlay karaoke subtitles voice overs and lots more...

Additional revenue opportunity for content holders by using iphone "free" application model. ◦ We are using just a 3-5 minute clip from their AV content. ◦ The user has the option to watch the entire AV for a small fee. ◦ Education purposes ▪ Since we aren't charging the end user and we are just using a small portion of the copyright AV we should no issue to using the content ▪ Modified content. Is the content modified with The Tool a violation of the copyright? "No" p2p argument ▪ We haven't modified it other people have ▪ It resides on other people's hard drive.

▪ The original isn't modified. Think of what we are doing is adding layers to it. Like adding clothes or wearing sunglasses.

These changes are layers that like a wiki can be removed by using a revert function ▪ Link content to the Education Learning Map

The Experience: There will be literally 1000s of autonomus experiences developed for global education that will use the Cerego learning engine and delivered via multiple personal learning environments. These experiences will be from p-20 educational to corporate training ones. The p-20 Educational one that we will develop for all students in India will be fun -- a cool multi-touch personal education "play" platform the user interacts with. It's easy -- A unique competitive advantage over all existing educational interfaces, it is not reliant on the students reading or writing ability. If the student can watch, listen, and touch he or she will be able to learn. That simple. It will automatically track student progress, test the student and reinforce learning objectives using games and rewards. When they are in The Experience it is assumed they cannot (read or write). Any child two and up will be able to use and learn on it with little assistance.

The Experience will be delivered to any 3G "plus" web enabled device. Plus refers to net books, PCs etc... One of the core benefits to using and interacting in The Experience is that participants will learn to read and write just by using it.

Technologies that will also be incorporated in it include: • Joost.com IPTV platform plug-in. The Joost discontinued its platform in December 08, I would like to explore using it as be the skeleton for The Experience. ◦ check out this out ◦ User Interface module plug-in -- multi touch, AI (Lionshead Milo), voice/Image recognition etc... ◦ Emotiv plug-in - we would definitely want to use their technology ▪ opportunity, give away education and sell 1 billion emotiv headsets... ◦ Avatar module plug-in -- See Lionhead IP technology ◦ Cerego engine plug-in ▪ autonomously pushes pedetermined content to the end-user.

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this content can come from anywhere once it been converted into an OBVM

This diagram, that I took from Joost or IPTV on Wikipedia, illustrates how we will use wifi, p2p and device storage to deliver educational content to the end-user in areas with little to no connectivity.

"Servers" could be satellite link-ups in rural regions because we would not need a massive upload, which would primarily be user data stream. Like OLPC wifi each device can piggy-back off each other. It is important to understand that we will not be accessing live content from the web. Instead the personal learning device will store up the OBVM content. The Cerego Engine will allow us to prime up content. What I mean by prime up is that we will know what the user will need next so as they learn content will be download and stored on their device. The p2p nature will mean that the content might even be passed back and forth as it is needed.

BUILDING THE SOLUTION Once seed funding is secured, we will seek to assemble a team of the top technologists from India and the world to design and ultimately build out eSingularity platform. Most of the heavy lifting has been done and we believe it is just a matter of bringing the pieces together. Some of the team is already in place but a large part of the team and partners are still to be identified. These individuals and companies will be made up from India's top IT companies. Keep in mind, that just as it was impossible to describe how the technology used to age Pitt backwards in the making of The Curious Case of Benjamin Button would work -- a film Hollywood has wanted to make for more than 50 years. We will be faced with the same challenges. For the last 50 years people have been professing a next great fix for global education, but it hasn't come. So why now? Good question. My response would be that only in the last few years has the distributed, artificial intelligence, media, and computational strength technology been developed to flatten global learning. Its very important that we keep in mind that its impossible to describe exactly how the solution--eSingularity Platform will work because it will ultimately evolve in the creating process from

developmental input from brilliant team members. However, with the right people, funding and support we know it can be be developed and have it in place for India in 24 to 36 months from time of funding. It will take another three to five years to fill out all the K -18 subject areas. Just as it took Wikipedia to do so. There is no technological barrier to prevent us building a complete solution for India education.

The current lack of connectivity will also not be an issue. Once the word is out that a complete education solution is available communities and companies will work together to get the connectivity for the children to learn. Flatting education in India will speed up IT infrastructure development significantly throughout India, because connectivity will mean instant access to complete education and every rural governor and provincial leader will want education for their constituencies. need to add this material -- http://www.startuplessonslearned.com/2009/08/minimum-viable-productguide.html

Presently EDUIT is looking to secure a private $250k investment or donation from an Angel. This funding would be used to: • Finalize collaterals. The business plan, technical documentation, ROI docs needed to secure funding from IN and CN • Conduct an NCDS like feasibility study to test weather corporate support is available to fund the remaining cost.

• Set up operations in India and China, Including holding a Kick Off event for partners and sponsors • Hire legal and patent attorney to secure the intellectual rights to the work • Produce a 15 minute movie that demonstrates the technology and how anyone will be able to learn on it • Roll out an Alpha in 6 months to demo the new platform RETURN ON INVESTMENT we need to rework this and add the CEREGO ROI model -Michael J. Trout 29/ 11/2009 07:34 The question always comes up how will you make money on something you are giving a way. This is a question that LinkedIn, Facebook, and host of other social networking sites have asked and have answered or are answering like Twitter. A little over ten years ago such sites could not have seen funding and the idea of offering free solutions was laughed at. We are looking to build a solution that over two billion users could ultimately learn on in Asia and the rest of the world. Currently on 2-3 % of the world has broadband access. When that figure reaches 20% and English becomes the minority language on the web we will see some very exciting opportunities unfolding for us. I firmly believe "If we build it they will come." The ROI for being one of the first that flattens global education is massive not only in terms of economic return to Asian communities, but also and intern to financial return to those that invest in the eSingularity Initiative. Some possible ROI opportunities include: • Data (read), • HR and job services/placement ◦ Reduce HR costs via the IQD program • Corporate training solutions

Significant reduce job training costs • Ad revenues ◦ The Tool, back office - Regional IP driven ◦ The Experience - Only 10 • Higher Education and private Education Student Placement Program ◦

THE MISSION To mold existing technology into a platform through which learning is made freely accessible to everyone in the world.

THE VISION eSingularity(TM) - the moment all learning is free and accessible to all LEADERSHIP TEAM - EDUIT, inc ADVISORY BOARD

HISTORY Founded in 2001 EDUIT, Inc. is a 501c3 education not for profit whose headquarters are located in Washington D.C. EDUIT stands for Education Information Technology has been researching and waiting for technology to evolve, in order to set in motion the e3.0 project to flatten global education.

Cerego, Inc -- about...

PROPOSED PLAN OF ACTION We would like core India stakeholders to fully invest in this open source project that will give every Indian citizen free access to an education that is equal to or better than what is being offered in the west. 90% of all research and development will occur in India using India's technical talent. How much will it cost? To be honest we are not sure, $100m? $200m? We are now estimating it may cost as little as $15m to build the platform, but we will not know until we start working on it. In the a detailed conversation with a leading CTO we realized that my earlier figure of $150m was based on 2000 software production costs and that software development has radically changed over the last five years. There are many variables that could potentially escalate costs but the real question should be, what will it be worth? Your funding support will allow EDUIT to organize eSingularity think-tank/research projects, assemble a global team of the best and brightest minds to tackle the challenges at hand.

Other information:

Original Online India presentation teaser Copyright 2009, EDUIT, Inc. -- NOT FOR PUBLIC DISTRIBUTION talks by Trout

1) Introduction 2) Plug and Content 3) The Experience 4) Conclusion 5) Implications and ramifications

eSingularity Initiative Presentation ___________________________________________________________________