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            ³      I N S T R U C T I O N S    F O R      ³
            ³                                            ³
            ³             U S I N G    T H E             ³
            ³                                            ³
            ³ S M A L L   B U S I N E S S   A D V I S O R³
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                  SYSTEM REQUIREMENTS: This program is designed to
         operate  on   IBM-compatible  personal  computer  systems
         (other  than the PCjr.)  using  DOS  2.0  or  higher.   A
         minimum of 384K RAM  is required.  A hard (fixed) disk is
         recommended; however, the program  can  also  be run from
         a single high-density floppy disk drive, as follows:

            . A 1.2 MB high-density (5.25 inch)
               floppy disk drive; or

            . A 1.44 MB (3.5 inch) floppy
               disk drive.

                  If your computer has only 360K and/or 720K flop-
         py disk drives and you do not have a hard disk,  YOU WILL
         NOT BE ABLE TO RUN THIS PROGRAM ON IT.

         The program is text-based,  so it should  run properly on
         almost all monitors,  whether or not  you have a graphics
         adapter.  If you have a color,  the program will take ad-
         vantage of the color capability,  but it will also run on
         most monochrome or black-and-white monitors.  We have at-
         tempted to make the program  functional for virtually any
         IBM PC-compatible, DOS-based platform.  (However, it will
         not run on an IBM PCjr.)


         I.  GENERAL INSTRUCTIONS FOR USING THE PROGRAM:

                  There  are  several general pointers that it may
         be helpful for  you to remember, when  you are  using the
         Small Business Advisor program:

                  1.  Remember  that  "HELP"  is  always  at  your
         fingertips  when  you  are  at  any  of the menus in  the
         program.   Before  you press <ENTER> to select a  command
         from any of the menus,  press  the  "F1"  key  if you see
         "F1-HELP" at  the  bottom left hand corner of the screen,
         and  a  help  screen  will  appear  in  the  Dialog  Box,
         describing the  use of  the selection  highlighted on the
         menu.

                  2. Remember that when you want to get  out  of a
         text file  you  are  viewing or from any other operation,
         and to return to the last menu you  were  in,  just press
         the <ESCAPE>  key.   Or,  in  other words, when in doubt,
         press <ESCAPE> to stop what you are doing.

                  3. IF you have obtained a copy of the PRINT/SAVE
         utility,  you can  print out any  text  file or checklist
         that  appears  on  the screen in the large "TEXT  VIEWING
         WINDOW."  Simply press <ESCAPE> (once) and  a  small  box
         will appear in the  middle  of  the screen offering you 4
         choices:  (a)  Press  <ENTER>  to  continue  viewing  the
         current  text  file;  (b) Press <ESCAPE> again to exit to
         the menu;  (c) Press "P"  to  print  the document; or (d)
         Press "S" to save the text file to disk as an ASCII file.
         (If you are editing one of the 3 worksheets,  you will be
         able  to print  or save the worksheet  to disk whether or
         not you have the PRINT/SAVE utility.)

                  4. F5  Function Key --Press the F5 key to toggle
         color ON of OFF.  The first time you run the program,  it
         will come on in monochrome display format.   This is  be-
         cause some computer systems "lie" to the software by pre-
         tending that a color monitor is present,  when it is not.
         In such cases, the program might attempt to display  text
         in color, but what would show up if you are actually run-
         ning certain monochrome monitors with a color card  would
         be a blank screen.  So, the program assumes NO color, un-
         til you press the F5 key to turn on COLOR. (If the screen
         goes blank when you press F5, don't panic.  Just press F5
         again to return to monochrome display mode,  and the menu
         screen should reappear.)

                  5. F6  Function Key -- Press the F6  key to exit
         from the program (temporarily) to DOS, if you wish to use
         any DOS functions  for any reason,  locate files,  format
         diskettes, etc.,  or even to briefly run another program,
         if your system has sufficient memory to do so while hold-
         Small Business Advisor in RAM.  Once you are ready to re-
         turn to Small Business Advisor,  type the command  "EXIT"
         at the DOS prompt and press <Enter>, and you will be back
         in Small Business Advisor, right where you left off.

                  6. F10 Function Key -- Press the F10 key to exit
         from the program,  whenever you see "F10 - Quit"  as  the
         bottom of the screen.   Any information you  have entered
         about your  business by using the "DATA" command has  al-
         ready been saved on disk and will automatically be loaded
         into memory the next time you run the program, so there's
         no need to save anything before pressing F10 to exit from
         the program.



         PART II.   SUMMARY OF FEATURES OF THE

                   "SMALL BUSINESS ADVISOR" PROGRAM:

                  The following is a brief overview of the various
         commands and functions in the ADVISOR program. For a more
         complete description of any menu command when running the
         program, go to  the  menu where that command appears, use
         the cursor keys or space bar to move the highlighted menu
         bar to that command on the menu, and then  press  the  F1
         key (Function  Key  1).  If  you are in the TAXES Submenu
         (where you  can do income and estate tax calculations and
         projections),  you  can  also select the HELP  command on
         that  menu  for a more detailed description  of  the  tax
         calculation commands.


                           M A I N    M E N U
                           - - - -    - - - -

                   ÚÄÄÄÄÄÄÄÄÄ  MAIN  MENU  ÄÄÄÄÄÄÄÄ¿
                 ÜÜ³NEW   Latest laws, developments³
                 ÛÛ³DATA  Enter data about company ³
                 ÛÛ³INDX  Quick scan of topic index³
                 ÛÛ³KEY   Search for key words     ³
                 ÛÛ³TAXES Tax Calculations Submenu ³
                 ÛÛ³TEST  Entrepreneurs' self-test ³
                 ÛÛ³SCRN  Screen colors and texture³
                 ÛÛ³USER  User manual, general help³
                 ÛÛ³XPERT Consult EXPERT for advice³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ

                  NEW  command.  This menu selection will give you
         a quick overview of recent tax, legal,  and other changes
         that have been  made in the  program since  most previous
         quarterly edition of the program was released.   It  will
         give all users an idea of recent developments and, for  a
         user who owned a copy of a prior release,  a quick thumb-
         nail sketch  of new features  that have been added to the
         program in the last 3 months.   This text file also gives
         you a preview of new features  that are currently in pro-
         cess, and that will be added in forthcoming quarterly up-
         dates of Small Business Advisor.

                  DATA command.   Use this command at any time  to
         change or enter information about the business  you oper-
         ate (or plan to start). When you select this command, the
         program will proceed to ask you the name of your firm and
         a number of other questions about your business.  Most of
         the questions require simple "Yes" or "No" responses  (by
         entering "Y" or "N").

         When it finishes asking you  all the necessary questions,
         a detailed checklist of  tax and legal  pointers tailored
         to your particular business will  be displayed on screen.
         After you exit the DATA command, you can view this check-
         list again  at any time by  switching to the "Checklists"
         Menu and selecting the "START" command on that menu.  Or,
         at any time you wish,  you may select the "DATA"  command
         once more and enter a different set of answers about your
         business  (or perhaps about a different business,  if you
         wish).  This set of data about your business, as last mo-
         dified by you, is automatically loaded into memory by the
         program each time  you start it up.   However, when using
         the XPERT  consulting menu,  the program does not use the
         saved information. Instead it will ask much more detailed
         questions about your business (or  other businesses which
         you may also own or be considering).

                  INDX command.    This  command  displays  (in  a
         "Dialog  Box")  a broad and comprehensive  index over 100
         business subjects  in  an  alphabetical  list.   You  can
         rapidly scan through this list by  using  the  up or down
         arrow  (cursor)  keys,  space bar, or the "Page  Up"  and
         "Page Down" keys.  You may also press any letter,  from A
         to Z, to skip to the alphabetical listing of subjects be-
         ginning  with the letter  you pressed.  A small  triangle
         points at the  last index  item displayed  in the  dialog
         box.   To see information on any subject  listed  in  the
         index, just place the pointer in  front  of the  item and
         then press  <ENTER>.   You will find many timely subjects
         listed in the Index, such as "CUSTOMS  REBATES" (tips for
         exporters for  getting rebates from the U.S. government);
         information on the "WARN" Act rules regarding plant clos-
         ings and layoffs; telephone "hotline" numbers to get free
         advice from various government agencies that assist small
         firms; "PASSIVE LOSS" restrictions; and  many other items
         that can be very useful to you to explore.

                  KEY  command.   This  is  similar  to  the  INDX
         command above, except in this case you can simply type in
         one or  more  key  words,  and the program will instantly
         search an expanded  index  for the  key  word(s).  If the
         program finds a subject you want, it will display what it
         has found, and you  can press "Y" to see the text file on
         that  subject,  or  enter "N"  to  tell  the  program  to
         continue the search.

                  TEST command.  Use this command to give yourself
         a quick test as to whether you have the attitudes  needed
         to  be  relatively  successful  in  starting   your   own
         business.  This is  adapted  from  a multiple-choice test
         created  by  the U.S. Small Business Administration. When
         you  have  answered  all  the  questions, you are given a
         numeric score and evaluation.

                  SCRN command.  Use this command to toggle on  or
         off  the  "textured"  background screens when viewing the
         menus.  While the textured  backgrounds have a  nice look
         on EGA and VGA color displays, they may look a little bit
         strange  on  some  older  CGA  and  monochrome  monitors.
         Select various color combinations and your choice of tex-
         tured or non-textured backgrounds for the main screen. To
         select, just keep pressing <Enter> to page through all of
         the various color and texture combinations.

                  USER command.  Selecting  this menu  item  loads
         the User's Manual you  are now viewing.   Press the <Esc>
         key and then "P" if you wish  to print out this manual in
         hard copy format.

                  XPERT command. Select this menu item if you wish
         to go to the Consulting Submenu,  which provides a number
         of complex subject areas on which you can receive "expert
         system" help from  the program,  based on your particular
         business's situation. The results of any such "consulting
         session can either be printed out as hard copy as well as
         saved to disk in ASCII format for further editing or for-
         matting with a word-processing program.


                  TAXES command.  Enter this command to go to  the
         TAXES Submenu  to  do  various  tax  calculations.   This
         Submenu contains the following commands:

                   ÚÄÄÄÄÄ  Tax Calc SUBMENU  ÄÄÄÄÄÄ¿
                 ÛÛ³ENTR Enter individual tax data ³
                 ÛÛ³ITAX Compute indiv. income tax ³
                 ÛÛ³CTAX Corporate income tax calc.³
                 ÛÛ³WILL Estate plan, estate taxes ³
                 ÛÛ³HELP General help for tax calcs³
                 ÛÛ³MAIN Exit back to MAIN MENU    ³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ

                  ENTR command.  Use this command to  scan  a list
         of personal income tax items  (wages,  dividends, medical
         expenses, etc.)  and enter  amounts for each that applies
         to you for your 1993 individual income tax.  While  using
         this command, you can press the "F3" function key at  any
         time to do a quick re-calculation of your approximate tax
         liability.

            ÚÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ¿
            ³ CAUTION:   THE TAX CALCULATION FEATURES OF ³
            ³ THIS PROGRAM ARE NOT A  SUBSTITUTE FOR TAX ³
            ³ ADVICE FROM A PROFESSIONAL TAX ADVISER, OR ³
            ³ FOR A FULL-FLEDGED TAX PROGRAM.   INSTEAD, ³
            ³ THIS PROGRAM PROVIDES A "SIMPLIFIED" CALC- ³
            ³ ULATION OF YOUR  APPROXIMATE 1993 TAX LIA- ³
            ³ BILITY.  IN ORDER TO MAKE THE PROGRAM EASY ³
            ³ TO USE FOR PERSONS WHO AREN'T TAX EXPERTS, ³
            ³ IT MAKES NUMEROUS "SHORT-CUT"  ASSUMPTIONS ³
            ³ ABOUT MANY VERY TECHNICAL  TAX RULES.   IF ³
            ³ YOU ARE A PERSON WHO HAS CERTAIN COMPLICA- ³
            ³ TED TAX SITUATIONS, THE PROGRAM WILL N O T ³
            ³ CALCULATE YOUR TAX PROPERLY.  ACCORDINGLY, ³
            ³ ASSUME THAT  THE RESULTS YOU GET FROM RUN- ³
            ³ NING THE TAX CALCULATION COMMANDS IN  THIS ³
            ³ PROGRAM ARE,  AT BEST,  AN  APPROXIMATION. ³
            ³ WHILE IT WILL DO SOME HEAVY NUMBER CRUNCH- ³
            ³ ING FOR YOU,  BASED ON A RELATIVELY  SMALL ³
            ³ NUMBER OF ENTRIES, BE AWARE THAT THE PROG- ³
            ³ RAM ONLY COVERS FAIRLY "TYPICAL" KINDS  OF ³
            ³ TAX  SITUATIONS.  (HOWEVER,  WE  THINK YOU ³
            ³ WILL  FIND  ITS INSTANT  TAX  CALCULATIONS ³
            ³ QUITE USEFUL, PARTICULARLY IN LIGHT OF THE ³
            ³ 1993 TAX LAWS, WITH VARIOUS "PHASEOUTS" OF ³
            ³ CERTAIN ITEMS,  SUCH AS OF PERSONAL EXEMP- ³
            ³ TIONS AND MOST ITEMIZED DEDUCTIONS,  ABOVE ³
            ³ CERTAIN AGI LEVELS.)                       ³
            ³                                            ³
            ³ THERE IS A VERY GOOD REASON WHY THE INCOME ³
            ³ TAX CODE AND REGULATIONS TAKE UP THOUSANDS ³
            ³ OF PAGES.... COMPLEXITY!  OBVIOUSLY, FOR A ³
            ³ TAX PLANNING PROGRAM TO ASSURE A HIGH  DE- ³
            ³ GREE OF ACCURACY, IT WOULD HAVE TO ASK YOU ³
            ³ HUNDREDS OF ADDITIONAL TECHNICAL QUESTIONS ³
            ³ IN ADDITION TO THE ITEMS YOU ENTER IN THIS ³
            ³ SIMPLE TAX CALCULATOR. FOR EXAMPLE, IF YOU ³
            ³ ENTER AN  AMOUNT AS A  BUSINESS LOSS, THIS ³
            ³ PROGRAM WILL NOT ASK YOU WHETHER  THE LOSS ³
            ³ IS ALLOWABLE UNDER THE HOBBY LOSS,  BASIS, ³
            ³ PASSIVE ACTIVITY, AT-RISK,  OR OTHER RULES ³
            ³ THAT MIGHT DISALLOW THE LOSS. IT WILL SIM- ³
            ³ PLY TREAT  THE LOSS AMOUNT  AS DEDUCTIBLE, ³
            ³ ASSUMING YOU HAVE CORRECTLY  MADE THAT DE- ³
            ³ TERMINATION.... WHICH MAY BE  A VERY WRONG ³
            ³ ASSUMPTION,  CONSIDERING THE INDECENT COM- ³
            ³ PLEXITY OF THE TAX LAWS.                   ³
            ÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ

                  ITAX command.   Once  you  have  used  the  ENTR
         command to  input  your income tax data, use this command
         to display a more  detailed summary of the results of the
         tax  calculations.   Use  the   cursor   keys  and  "Page
         Up"/"Page Down" keys to scan through this summary.

                  CTAX command.  This command simply computes  the
        federal  corporation  income tax on an amount of  taxable
        income  you  enter.   This  is  simply  a  handy  way  to
        calculate the tax on corporate income  according  to  the
        corporate  tax  rate  schedules  in the Internal  Revenue
        Code.  Tax credits, corporate  alternative  minimum  tax,
        etc., are  not  taken into account.  (The program assumes
        that the corporation is NOT one of a group of  affiliated
        corporations under common control, which would affect the
        tax calculation.)  The Environmental  Tax of 0.12% on the
        Alternative  Minimum  Taxable  Income  in  excess  of  $2
        million  is not  computed,  since  no ordinary mortal can
        accurately compute corporate Alternative Minimum  Taxable
        Income.


                  WILL command.  This command allows you to either
         (1) compute the federal estate tax (before credits, other
         than the "unified credit") on a single estate in 1993; or
         (2)  compute estate tax on estates of a husband and  wife
         on  different  dates  of  death  for  each.   The  latter
         computation  is mainly an illustration of the estate  tax
         that can be saved by leaving up to $600,000 of  assets to
         someone (children?) other than the surviving  spouse when
         the  first  spouse  dies,  or  in  a "credit shelter"  or
         "bypass" trust,  rather  than leaving the whole estate to
         the surviving spouse.  In both cases, the program assumes
         that the full "unified credit" is available,  and has not
         been  used  up  to any extent during the lifetime of  the
         person in question,  by  gifts,  etc.   You  will need an
         attorney to  tell  you  whether  such a "bypass" trust is
         appropriate in  your situation, and to set one up for you
         if it is.

                  We  have  included  this feature in the  program
         mainly because we have found  that  many  people  do  not
         realize that they can,  in  many cases, save amounts well
         into six figures with a  "bypass"  trust built into their
         wills  or by other very basic and  fairly  simple  estate
         planning techniques.  Once you see the potential savings,
         we believe you will be motivated to consult a good estate
         planner.

                  HELP command.  This command  gives  you  a  more
         detailed (but by no means complete)  description  of some
         of  the  kinds  of  situations  that the tax  calculation
         commands  in  this  Submenu will not deal with,  such  as
         foreign  tax credits,  certain  charitable  contributions
         that are subject to a 20%  or 30% of AGI (rather than the
         usual 50%) limitation on such deductions, etc.  Read  the
         text file that  is  summoned by this command before using
         any of the tax calculation commands.

                  MAIN command.   Enter this command to exit  back
         to the Main Menu from the TAXES Submenu.



              B U S I N E S S   S T A R T   U P   M E N U
              - - - - - - - -   - - - - -   - -   - - - -

                   ÚÄÄÄ  Business Startup MENU  ÄÄÄ¿
                 ÜÜ³MONY Money sources for startups³
                 ÛÛ³ENTY Selecting the legal entity³
                 ÛÛ³PLAN Develop a business plan   ³
                 ÛÛ³MARK Marketing feasiblty. study³
                 ÛÛ³HIRE Hiring & personnel policy ³
                 ÛÛ³BUY  Buy an existing business? ³
                 ÛÛ³TRAP Traps in buying a business³
                 ÛÛ³FRAN Franchises---pros and cons³
                 ÛÛ³NEG  Negotiating the purchase  ³
                 ÛÛ³CLOS Closing deal--legal points³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ

                  This menu provides a  number of commands to call
         up text files with advice on various aspects of  starting
         or buying a business.  It also contains 3 commands (PLAN,
         MARK,  and  HIRE)  that  allow you  to  create  worksheet
         documents (Business Plan, Marketing Feasibility Study, or
         Personnel  Policies) that you can save on disk  or  print
         out (or do both).

                  MONY command.  Select this command to see advice
         regarding  sources of financing for a new business,  such
         as the SBA, venture capital, etc.

                  ENTY command.  This  command  loads  a text file
         that  discusses many of the pros and cons of each of  the
         major legal entities you may  select as forms of business
         organization (proprietorship,  partnership, C corporation
         and  S corporation).  While reading this text file,  note
         that certain key words are highlighted.  Press <ENTER> to
         see a  more  in-depth  discussion  regarding any such key
         word, without losing your place in the main text file you
         are  viewing.   When  you have finished viewing any  such
         cross-referenced  file, press the <ESC>  key  (twice)  to
         return to your place in the main text file.

                  PLAN command.    Helps you  to  create  a  basic
         business plan  document,  which  you can either print out
         (after deleting the instructions in the  sample  outline)
         or save  on disk  (file name "PLAN.SBE") if you prefer to
         finish formatting it on your word processor.


             ÚÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ¿
             ³  NOTE WHEN  USING ANY OF  THE  3 WORKSHEET ³
             ³  COMMANDS ("PLAN", "MARK" AND "HIRE"  COM- ³
             ³  MANDS):   If you are  running the program ³
             ³  from a floppy disk drive you MAY not have ³
             ³  room on the diskette to save a  worksheet ³
             ³  you create. Thus, you should have a blank ³
             ³  FORMATTED diskette  ready before starting ³
             ³  the program,  on which you can save  your ³
             ³  worksheet files. (The program will prompt ³
             ³  you to insert a diskette in Drive A or B.)³
             ÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ

                  MARK command.  Use this command to load and edit
         a worksheet  that guides you through the process of doing
         a relatively simple market  feasibility  study  for a new
         product or new business.  The worksheet  you  create  can
         either be saved on disk (file name "MARK.SBE") or printed
         out.

                  HIRE command.  Use this command to load and edit
         a  personnel  policies  summary  for  your new  business,
         establishing the policies you  will follow regarding such
         matters  as overtime work, sick leave,  fringe  benefits,
         working hours, etc.  The  worksheet you create can either
         be saved on disk (file name  "HIRE.SBE")  or printed out.

                  BUY  command.  This command calls up a text file
         with  advice  regarding  the pros and cons of  buying  an
         existing  business  vs.  starting  a  new  business  from
         scratch.

                  TRAP command.   Outlines some of the major traps
         to  avoid  when  considering the purchase of an  existing
         business.

                  FRAN command.  Discusses pros and cons of buying
         a franchised business operation.

                  NEG  command.  Offers advice regarding negotiat-
         ing the purchase of an existing business,  if you go that
         route.

                  CLOS command.   Outlines various  legal and  tax
         matters that you should consider before and after closing
         the purchase of a business.


                       T A X   I N F O   M E N U
                       - - -   - - - -   - - - -

                   ÚÄÄÄÄÄÄÄ  Tax Info MENU  ÄÄÄÄÄÄÄ¿
                 ÜÜ³INTX Income tax, estimated tax ³
                 ÛÛ³WITH Withholding income taxes  ³
                 ÛÛ³FICA Social Security (FICA) tax³
                 ÛÛ³UNEM Unemployment taxes        ³
                 ÛÛ³S/E  Self-Employment tax       ³
                 ÛÛ³EXC  Excise taxes              ³
                 ÛÛ³SALE State sales and use taxes ³
                 ÛÛ³PROP Real & pers. property tax ³
                 ÛÛ³INFO Information returns (1099)³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ


                  This menu  provides you with current information
         on  a wide variety of business taxes that  may  apply  to
         your  firm.    Each   command   in  this  menu  calls  up
         information  on  a  different category of federal  and/or
         state/local taxes.

                  INTX command.   Gives  you timely information on
         business    income    tax   requirements   relating    to
         proprietorships, partnerships and corporations, including
         current  tax  rates  and returns that must be  filed,  if
         any.  If you have entered data (using the "DATA" command)
         about you firm, indicating that your firm is set up as an
         "S corporation," this file will discuss the pros and cons
         of S corporations;  otherwise, when referring to corpora-
         tions, it will only discuss "C corporations."

                  WITH command.   Information  on current  federal
         withholding tax requirements, when  and  how tax deposits
         must  be  made,  and various withholding and  information
         returns that must be filed with  regard to wages paid and
         taxes withheld.

                  FICA command.    Information  regarding  current
         FICA (Social Security Tax) rates, withholding and payment
         requirements, tax  return  filing rules, and tax planning
         suggestions for reducing FICA taxes.

                  UNEM command.  Information  and advice regarding
         FUTA (Federal Unemployment Tax)  and  state  unemployment
         taxes,  experience ratings, and  tips  on  reducing  your
         state unemployment tax costs.

                  S/E  command.   Discusses basic  tax  rules  for
         calculating,  paying,  and  avoiding  (if  possible)  the
         federal  self-employment  tax on  your  profits  from  an
         unincorporated business.

                  EXC  command.   Summarizes  all of  the numerous
         federal excise taxes that apply to various types of small
         businesses.

                  SALE command.   Discusses  state  sales taxes in
         general, how states that you don't  do  much  business in
         may still  try to tax you,  whether your  state imposes a
         sales tax  (or similar  gross receipts  tax) and specific
         information on the sales tax law in your state  (for some
         states).

                  PROP command.    Information  on  real  property
         taxes  and  on business personal property taxes that  may
         apply  in  the  state  you have told the program you  are
         doing business in.

                  INFO command.   Provides guidance  regarding all
         of the  major  kinds of federal tax "information returns"
         (1099's mainly)  that  you  may be required to file, when
         you are exempted from  filing  certain  forms,  and which
         ones  you  must  file  with  the  IRS in "magnetic media"
         format, rather than filing the actual paper forms.



                  L E G A L   M A T T E R S   M E N U
                  - - - - -   - - - - - - -   - - - -

                   ÚÄÄÄÄÄ  Legal Matters MENU ÄÄÄÄÄ¿
                 ÜÜ³LIC  Licensing requirements    ³
                 ÛÛ³NAME Business name registration³
                 ÛÛ³COMP Workers' Compensation laws³
                 ÛÛ³WAGE Wage-hour, child labor law³
                 ÛÛ³OSHA Safety & Health regulation³
                 ÛÛ³EBP  Employee ben. plans--ERISA³
                 ÛÛ³FAIR Fair employment laws      ³
                 ÛÛ³IMMI Immigration laws -- hiring³
                 ÛÛ³SEC  Securities law/regulations³
                 ÛÛ³EPA  Environmental regulations ³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ


                  This menu, as the  name  suggests,  provides you
         with a concise,  current, and useful overview of laws and
         government regulations that are  likely  to apply to your
         small business, other than tax laws.

                  LIC  command.   This  command provides you  with
         information  on  federal,  state,   and  local  licensing
         requirements that may apply to your small business.

                  NAME command.   Covers  various  aspects of  the
         name  you  use for your business  or  product,  including
         registration  of  fictitious  business   names,  tips  on
         selecting a name, and federal trademark protection.

                  COMP command.   Discusses  Workers' Compensation
         laws  as  they  apply in  the  various  states,  how  the
         Workers'  Compensation   system   operates,  and  whether
         employers are required to  obtain  Workers'  Compensation
         insurance coverage in your particular state.

                  WAGE command.  Provides you a summary of federal
         minimum hourly  wage, overtime pay and child labor  laws.
         Also  covers  state  minimum  wage laws, where the  state
         minimum  wage   differs   from  the  federal,  and  other
         miscellaneous state  labor  laws  that  may apply in your
         state.

                  OSHA command.    Covers   federal   Occupational
         Safety and Health Act ("OSHA")  basic  requirements  that
         apply to small businesses.

                  EBP  command.  Discusses and provides  extensive
         charts  of  IRS,  Dept.  of  Labor  and  other legal  and
         reporting requirements  that  your  business must meet if
         you provide employee fringe benefits or pension plans for
         your workers.

                  FAIR command.     Discusses  federal  (and  some
         states') fair employment or anti-discrimination laws that
         apply to employers, EEO filings, and  certain  exemptions
         for small employers.

                  IMMI command.  Gives you up to date  information
         on the new requirements you must comply  with  every time
         you hire a new worker, under  the  Immigration Reform and
         Control Act of 1986, and warns  you of the huge penalties
         that can apply if you fail to comply with this new law.

                  SEC  command.   Gives you a  concise overview of
         SEC (Securities and Exchange Commission) regulations (and
         exemptions) that may apply when  you  offer to sell stock
         or securities in a  new  corporation  or  partnership  in
         order to raise  capital.  Also discusses state "blue-sky"
         law requirements applicable to sales of securities.

                  EPA command.     This command gives you informa-
         tion on  federal environmental laws and regulations  that
         may now (or soon) apply to your business, including basic
         requirements for air quality operating permits under  the
         Clean Air Act of 1991, how to avoid potential environmen-
         tal cleanup liability under the "Superfund" laws, and in-
         formation on a wide variety of other federal laws regard-
         ing the environment.



                     C H E C K L I S T S   M E N U
                     - - - - - - - - - -   - - - -

                   ÚÄÄÄÄÄÄ  Checklists MENU  ÄÄÄÄÄÄ¿
                 ÜÜ³LEASE Signing a business lease ³
                 ÛÛ³ACQ   Acquire existing business³
                 ÛÛ³EVAL  Evaluating a franchise   ³
                 ÛÛ³START Startups:  Your checklist³
                 ÛÛ³CTRL  Internal finan. controls ³
                 ÛÛ³FLOW  Maximizing your cash flow³
                 ÛÛ³INDEP Independent contractors? ³
                 ÛÛ³DISAB Hiring checklist -- ADA  ³
                 ÛÛÀÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÙ
                 ÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛÛ

                  This menu, as you might guess, provides a number
         of checklists that will  be  helpful to a new or existing
         business.

                  START command.    This startup checklist may  be
         one  of  the  most  useful   features  in  this  program.
         Selecting this command causes  the  program  to  create a
         detailed and  lengthy tax/legal checklist for your new or
         planned business, tailored to your situation  by  use  of
         artificial  intelligence  techniques.    To  create  this
         "Startup Checklist," the program uses the information you
         have previously entered about your business,  such as the
         state in which you do business, the number of  employees,
         the amount of your gross sales, type of business, whether
         you export, whether yours is a franchise, whether you are
         incorporated or  not, and other information.  As you scan
         through  the checklist, you  will  see  a  pointer  which
         points to each item listed and asks "MORE ?".

                  If you want  more  detailed  information on such
         item, simply press <ENTER> and a text file will be loaded
         with  background  information on that subject.  When  you
         have read  the  background  file, just press the <ESCAPE>
         key (twice) and you will  return to where you were in the
         Startup Checklist. You may print out the entire checklist
         (or any  text  file  you are viewing) on your printer, if
         you wish.   Simply  press  <ESCAPE> (once) and select the
         "P" (for  Print)  option in the small box that appears on
         the  middle  of the screen.  Or,  if you wish to save the
         checklist on disk as  an ASCII file,  for further editing
         by your word processor program, or for incorporation into
         a larger document,  press "S" (for "SAVE") instead of "P"
         and you will be  prompted for a  filename under which you
         may save the checklist text file.

                  LEASE command.  This command provides you with a
         checklist of points you need to  consider before entering
         into a business lease agreement.

                  ACQ  command.   If you are acquiring an existing
         business,  this  checklist  will  give  you   a   lengthy
         checklist of legal, tax and practical matters you need to
         consider  before concluding such a deal,  including  some
         new tax  compliance  requirements  that can cost you some
         horrendous penalties if you  fail  to  file  the required
         forms  with  the  IRS   regarding   the   purchase  price
         allocation.

                  EVAL command.   A  comprehensive  checklist  for
         evaluating a franchise opportunity.

                  CTRL command.   An internal  financial  controls
         checklist, to help you to determine whether your internal
         controls  are  sufficient  to  reduce risks  of  employee
         fraud.

                  FLOW command.   A  cash  flow  checklist, with a
         number  of  proven  ways  of  projecting, controlling and
         maximizing your business's cash flow, which  can be vital
         to business survival.

                  INDEP command.    Provides guidelines and an ex-
         tensive checklist  (used by the IRS)  for determining for
         tax purposes  whether a  worker  is  an  employee  or  an
         "independent  contractor," which  can have  serious legal
         and tax ramifications if you make a wrong determination.

                  DISAB command.   A checklist that you, as an em-
         ployer, should fill out as part of the hiring process for
         any potential employee of your  company who has any  kind
         of disability (as defined in  Americans with Disabilities
         Act), to ensure that you have gone through all the proper
         considerations in the process of deciding  whether or not
         to hire such person. You can print out this checklist and
         use it as a "fill-in-the-blanks" form.

