

                          ASP Vendor Application Kit

                              Table Of Contents

     Cover Letter  . . . . . . . . . . . . . . . . . . . . . . . . .    1

     Important Copyright Requirements  . . . . . . . . . . . . . . .    3

     Vendor Application Instructions . . . . . . . . . . . . . . . .    4
          Obtaining "ASP Approved Vendor" Status . . . . . . . . . .    4
          Tips to Speed the Processing of Your Application . . . . .    7
          Maintaining "ASP Approved Vendor" Status . . . . . . . . .    9

     Approved Vendor Standards . . . . . . . . . . . . . . . . . . .   10
          1.0  Introduction  . . . . . . . . . . . . . . . . . . . .   10
          2.0  Receiving and Maintaining ASP Approved Status . . . .   10
          3.0  Vendor Advertising  . . . . . . . . . . . . . . . . .   10
          4.0  Vendor Catalogs . . . . . . . . . . . . . . . . . . .   11
          5.0  Vendor Distribution . . . . . . . . . . . . . . . . .   12
          6.0  Approved Vendor Benefits  . . . . . . . . . . . . . .   15

     Bylaws of the ASP, Inc. . . . . . . . . . . . . . . . . . . . .   16

     ASP Ombudsman Policy  . . . . . . . . . . . . . . . . . . . . .   28

     Vendor Compliance Instructions  . . . . . . . . . . . . . . . .   30

     ASP Requirements Reminder . . . . . . . . . . . . . . . . . . .   31

     Optional Additional Shareware Disclosure  . . . . . . . . . . .   32

     Vendor Application Form . . . . . . . . . . . . . . . . . . . .   33


                                 Cover Letter

     Association of Shareware Professionals
     Jan Abbott - Executive Director
     545 Grover Road
     Muskegon  MI  49442-9427

      
     Dear Vendor Applicant,

     Thank you for your interest in becoming an ASP Approved Vendor.

     This is the official ASP Vendor Application Package.  This package
     contains all the information you need to ensure that your
     application is processed quickly and accurately.  The contents are
     as follows:

     Vendor Application Instructions:  This document describes the
     application process and includes tips on how to speed the
     processing of your application.  Please read the Vendor Application
     Instructions carefully, to ensure that your application is correct.

     Approved Vendor Standards:  The official ASP Vendor Standards
     document, established by the membership.  Refer to this document to
     find exactly what is expected of Vendor Members, as well as a list
     of membership benefits.

     Bylaws of the ASP, Inc:  The full text of the ASP Bylaws.  This
     will help to give you a more complete understanding of the purpose
     and goals of ASP, as well as how ASP is organized.

     ASP Ombudsman Policy:  The official policy regarding the ASP
     Ombudsman, established by the membership.

     Vendor Application Form:  This is the actual application form,
     which must be completed and returned with your application for
     membership.

     ASP Requirements Reminder:  Summary of the ASP's Vendor
     Requirements check list.

     Please submit your completed application to:

          Vendor Membership Committee
          Association of Shareware Professionals
          545 Grover Road
          Muskegon, MI  49442-9427

          Voice:    616-788-5131 (8:00am-5:00pm, Eastern Time, Weekdays
                    only)
          FAX:      616-788-2765 (24 hours per day)
          CompuServe:    72050,1433




                                      1



     Please refer to section 6 of the Approved Vendor Standards for a
     list of some of the benefits you will receive as a result of your
     status as an ASP Approved Vendor.

     Note that the $250 first year dues are submitted with the
     application.  The first year ends December 31 of the year of
     acceptance into the ASP.  This first year dues is prorated by full
     quarter and this proration reduces your $250 dues billed in
     November for the second Year.  For example: Your application
     acceptance is completed during June (part way through the second
     quarter).  One full quarter has already gone by for the year. 
     Thus, 1/4 of the $250 ($62.50) will be subtracted from the second
     years $250 dues resulting in a second years dues of $187.50.  The
     dues for the third year and beyond are $250 unless changed by a
     vote of the membership at a future date.  The annual dues bills are
     sent out about November 15 each year and the payment is due by
     January 10.  Payments postmarked by the second business day of
     January will be considered to be paid on time even if received
     after January 10.  Those whose application is approved on or after
     November 15 shall have their entire $250 application fee applied to
     the next years dues.

     About a month after you are approved, you will start receiving the
     ASP CD-ROM disk containing the shareware products of all ASP
     authors that have submitted their products for inclusion on the CD. 
     Current plans are to ship this CD to you each month.

     Please allow 2-3 weeks for your application to be forwarded to the
     Vendor Membership Coordinator.

     If you have any questions, or if you wish to check on the status of
     your application, then please feel free to contact the Vendor
     Membership Coordinator directly.  ASP has more than one Vendor
     Membership Coordinator, so please contact the ASP Executive
     Director to determine which Vendor Membership Coordinator is
     processing your application.

     Upon approval of your application for membership you will be mailed
     a Vendor Welcome Package containing material to help you get the
     most out of your membership in ASP.  Thank you for your support of
     shareware and ASP!  We look forward to hearing from you soon.


     Best regards,

     Jan Abbott
     ASP Executive Director








                                      2


                    Association of Shareware Professionals
                          Richard Harper - President
         777 S. Roth St., Norfolk #4 - Reed City  MI  49677-9801 USA
          Voice 616-832-3328  FAX 616-832-1068  CompuServe 76670,110

                               8-November-1995

                       Important Copyright Requirements

     DEAR ASP VENDOR MEMBER APPLICANT:

     The vast majority of our membership both understands and respects
     the rights of our Author Members to restrict various distribution
     methods, and to those that are in that vast majority let me offer
     my sincere thanks.  Your support of the shareware industry and of
     the ASP is greatly appreciated.

     However, it has come to our attention that a small minority believe
     that they have an automatic right to distribute any product that
     appears on the ASP CD-ROM disc based solely on its inclusion on the
     disc.  For that minority, we feel obligated to point out that this
     is an incorrect assumption.

     It is the ASP's (and many Federal law enforcement agencies)
     position that author distribution restrictions are legally
     enforceable under United States Copyright Law.  Furthermore, each
     ASP Vendor Member has voluntarily agreed to respect any limitations
     that an author may place on the distribution of their software.

     This agreement applies to any product that an ASP Vendor Member may
     carry whether or not it is produced by an ASP Author or Publisher
     Member and no matter what source the software may have been
     obtained through.  Failure to comply with this requirement will
     result in loss of membership.

     It is the responsibility of the Vendor Member to check each product
     that they intend to distribute to ensure that they have the
     appropriate permission to distribute that product.  These
     limitations are most often found in the VENDINFO.DIZ, VENDOR.TXT or
     VENDOR.DOC files included with each software package, though they
     may appear elsewhere and remain equally binding.

     It is my intention to work with both Vendor and Author/Publisher
     Members during the coming year to work out both general and
     specific mechanisms that will help to make the task of complying
     with any distribution restrictions easier.  In the meantime, your
     continued diligence is appreciated.

     Please be aware that if you decide not to become an ASP Vendor
     member, the copyright laws still apply to you.

     Sincerely,

     Richard G. Harper
     President, Association of Shareware Professionals

                                      3



                       Vendor Application Instructions
              Vendor Application Instructions as of August, 1995
      
     Your application can be approved in as little as two weeks, or it
     could take as long as a year or more, depending upon how closely
     you follow the simple instructions outlined below.  Failing to
     follow these instructions may cause your application to be
     rejected.  At the very least, failing to follow these instructions
     will delay your application while the ASP Vendor Membership
     Coordinator contacts you requesting corrections.  Your application
     cannot be reviewed by the Board of Directors until the following
     requirements are met.  

     Please be sure that the following requirements are met BEFORE
     submitting your application.  Thank you!


     Obtaining "ASP Approved Vendor" Status:

     In order to evaluate your application, the following material MUST
     be submitted with the application:

     1.   Two (2) copies of each of your current catalogs, newsletters,
          etc.  If you do not yet have catalogs, please send mockups
          showing the layout and descriptive information you plan to
          include.

     Your application must be accompanied by two (2) copies of your
     current catalog.  If your catalog is on disk rather than printed,
     then please send two (2) copies of your disk-based catalog.  If you
     use both printed AND on-disk catalogs, then send two (2) copies of
     each.

     If you use a newsletter in place of, or in addition to, a catalog,
     then include two (2) copies of your newsletter.

     If you are not yet in business, then you will need to supply a
     sample of your first catalog and/or newsletter.  An author may
     become a member by submitting a solid "beta" version of his/her
     program, a vendor may also become a member by submitting a solid
     "beta" version of its catalog.

     If you are a "Rack" vendor (you set up racks of shareware in
     various locations), include the wording on any signs on the rack
     and the messages describing shareware and the registration process
     that you will have on each package.  The ASP is concerned that the
     users realize they are purchasing shareware that may require
     additional payment for continued use.  Packages without the
     "Shareware Message" can leave the impression that the rack payment
     is the only cost for using the shareware.





                                      4


                 Vendor Application Instructions (Continued)

     Further, the ASP requires that the package be "sealed" so that the
     user can detect if the disk has been tampered with.  The "sealing"
     can be as simple as printing the "Shareware/Registration" statement
     on label stock and sticking this label on the back of the disk so
     that half of the label is stuck to the sleeve.  The other extreme
     could be to shrink wrap the package.  Inexpensive plastic envelopes
     (particularily for 3" disks) would fall somewhere between those
     extremes and should be very cost effective to you.

     If you do not supply two (2) copies of your catalog and or
     newsletter, your application cannot be processed.  If you have a
     special case which you feel requires special treatment, then please
     write, call, or FAX the ASP Executive Director, who will answer
     your questions and/or consult the Board of Directors as
     appropriate.

     Why?  Why do we need copies of your catalogs and/or newsletters or
     "rack" statements?

     ASP has established standards for its authors and vendors.  In
     order to become an ASP Approved Vendor you must meet the minimum
     standards as set forth in the Approved Vendor Standards (enclosed). 
     The material you submit with your application will be reviewed by
     one or more ASP Officers or committee members to ensure that it
     meets with the minimum standards.

     What needs to be in your catalog and/or newsletter?  Exact details
     may be found in section 4.0 of the Approved Vendor Standards.  The
     following items are required:

          To become an ASP Approved Vendor you must make an attempt to
          educate your customers on the nature of shareware.  Use the
          ASP required wording wording found in section 4.2 on the
          Approved Vendor Standards sheets and repeated below:

               "Shareware is an exciting marketing method which allows
               you to try top-quality software before you pay the
               author. With Shareware, you cannot be disappointed
               spending money for a program that's not right for you.
               The small fee you pay to us covers only the duplication
               and distribution costs, and permits you to evaluate the
               program."

               "If you continue to use the program, you must send the
               author an additional payment which may entitle you to
               technical support, printed manual, bonus programs, and
               more. Your payment supports authors, enabling them to
               continue writing newer and better Shareware programs."






                                      5


                 Vendor Application Instructions (Continued)

               This statement is important in maintaining customer
               satisfaction.  Too often a customer purchases a disk from
               a vendor only to be offended when s/he learns that an
               additional payment is required.  Customers should be
               fully informed before their purchase.

               Users are not "encouraged to register", they are
               "required to register".  Please do not imply that a user
               registers only if s/he "likes" the product.  Liking the
               product is irrelevant if the user continues using it
               beyond the evaluation period.  Registration is required
               for use beyond evaluation, and emphasis is placed upon
               the individual author's registration requirements.  The
               user's trial or evaluation license is determined by the
               copyright holder.  This is a legal requirement, not an
               optional formality.

               This statement does not make promises which the authors
               can not fulfill, such as stating that registration always
               brings printed manuals.  Usually this is true, but the
               actual registration benefits depend upon the individual
               author.  Each author has his/her own registration
               incentives.

          Any programs appearing in your catalog which are produced by
          an ASP Author Member must be marked with an "ASP" notation. 
          You must also include an explanation such as:

               "The notation 'ASP' indicates the program
               complies with the standards of the Association
               of Shareware Professionals."

          You cannot use the ASP Logo or Ombudsman statement in any
          advertisements, catalogs, newsletters, etc., until AFTER your
          application has been approved.  Do NOT make statements such as
          "ASP membership applied for", or "we comply with the rules of
          ASP".

     2.   Two (2) copies of each of your current advertisements (or a
          note explaining that you do not advertise).

          This includes brochures.

     Why?  Why do we need copies of your advertisements and/or
     brochures?









                                      6


                 Vendor Application Instructions (Continued)

     Section 3.0 of the enclosed Approved Vendor Standards describes the
     minimum standards required by ASP in any advertisement or brochure
     which:

          offers shareware for sale (and lists a price)

          offers shareware as a promotion for any commercial venture

          uses shareware as an enticement for the user to pay for any
          product or service

     Specifically, the ASP reviewer will examine your advertisements and
     brochures to ensure that any reference to a price (even if the
     listed price is "free") is followed (or tied with an asterisk) to
     the following statement:

          "Shareware programs require separate payment to authors
          if found useful."

               This statement must appear immediately following the
               price, or it must be tied with an asterisk, to the price.

     This statement MUST be present in order to meet ASP standards.  Be
     sure that this statement is large enough, in the opinion of the ASP
     Board of Directors, to be easily read by the average user.  You may
     change the wording of that statement only with prior written
     approval from ASP.

     3.  A check or money order for $250 to cover your dues for the
     first year.  (All but a $25 non-refundable application fee will be
     returned if your application is not accepted.)  You may also pay
     your dues using Visa or MasterCard.

     If you do not include a check or money order for $250 or
     Master/Visa information, your application will be returned to you
     unprocessed.  Please do not send cash with your application.


     Tips to Speed the Processing of Your Application:


     1.  Include a voice phone number with your application.  If you are
     outside of the United States and Canada, then please be sure to
     include a FAX phone number.  This will significantly improve the
     speed with which your application is processed.









                                      7


                 Vendor Application Instructions (Continued)

     2.  There must be no confusion between "public domain" and
     "shareware" which are completely unrelated concepts.  Shareware is
     NOT in the public domain, and public domain programs cannot be
     shareware.


     3.  ASP has worked hard through Congress to protect shareware and
     to distinguish it from public domain software.  Because of this,
     ASP objects to company (vendor) names which include the phrase
     "Public Domain".  If your company name includes the phrase "public
     domain" then you should consider changing your company name before
     submitting your application.  If you are unable to change your
     company name, then you must make very clear which programs are
     public domain and which are shareware.  You cannot imply that
     shareware programs are in the public domain.

     4.  ASP objects to company (vendor) names which include the word
     "Free".  If your company name includes the word "Free" (such as
     "Freeware") then you should consider changing your company name
     before submitting your application.  If you are unable to change
     your company name, then you must make it very clear, on the
     cover/title page of your catalog and/or newsletter that shareware
     is not free.


     5.  Please read the enclosed Approved Vendor Standards carefully. 
     The person(s) reviewing your application will check to see that you
     comply with the Approved Vendor Standards.  By reading that
     document you will be able to ascertain for yourself what changes,
     if any, will need to be made before your application can be
     accepted.

     6.  You can also assist the application review process by including
     your CompuServe UserID number (if you have one).  ASP conducts
     virtually all of its business on CompuServe and we have found it to
     greatly enhance our communications.  If you are not a CompuServe
     subscriber then ASP will supply you with a free CompuServe
     Introductory Membership when your ASP vendor membership application
     is approved.















                                      8


                 Vendor Application Instructions (Continued)

     Maintaining "ASP Approved Vendor" Status:


     Once you become an ASP Approved Vendor, you must continue to meet
     the minimum standards of ASP as set forth in the Approved Vendor
     Standards.  To maintain your ASP Approved Vendor status you will be
     required to mail two (2) copies of EVERY catalog, newsletter and
     advertisement you produce, to the following address:

               Vendor Compliance Committee
               Association of Shareware Professionals
               545 Grover Road
               Muskegon  MI  49442-9427

     The material you send to the above address is used only to ensure
     continued compliance with ASP standards.  Failure to submit the
     required material can result in the revocation of your membership
     status.

     You must also supply copies of each of your ads.  Galley proofs are
     acceptable and if the identical ads are published in several
     places, one copy with a list of where it appeared would be
     appreciated.

     Thank you for your support of shareware and of the Association of
     Shareware Professionals.  We look forward to hearing from you soon.




























                                      9


                          Approved Vendor Standards
                 Approved Vendor Standards as of August, 1995
      
     1.0  Introduction
      
          This document sets forth standards for a Shareware disk vendor
          to receive and maintain an "Approved" status from the
          Association of Shareware Professionals (ASP).  Section 2.0
          provides a general set of requirements, while specific
          standards involving advertising, newsletters and catalogs, and
          distribution are covered in sections 3.0, 4.0, and 5.0. 
          Finally, the benefits of obtaining ASP endorsement are listed
          in section 6.0.

     2.0  Receiving and Maintaining ASP Approved Status
      
          In order for a Shareware disk vendor to receive and maintain
          ASP approved status, the following standards must be met.

          2.1. The vendor must fill out an application form stating
               his/her willingness to abide by the ASP standards set
               forth in this document and applying for Vendor
               membership.

          2.2. The vendor must submit sample catalogs, newsletters, etc.
               with his/her application to prove compliance with ASP
               standards.  The vendor will include a main ASP office on
               their catalog / newsletter mailing list for verification
               of continued compliance.

          2.3. A vendor will be given a warning if he/she fails to meet
               one or more of the standards.  If the vendor does not
               rectify the problem in a reasonable amount of time, ASP
               Approved status and Vendor membership will be withdrawn.

          2.4. If ASP membership ceases for any reason, the vendor MUST
               cease using the ASP name in any way.  Other benefits of
               membership will also cease.

     3.0  Vendor Advertising

          All vendor advertisements and brochures that:
          1.   offer Shareware for sale and list a price, or

          2.   offer Shareware as a promotion for any commercial
               venture, or

          3.   use Shareware as an enticement for the user to pay for
               any product or service must state that "Shareware
               programs require separate payment to authors if found
               useful".  This explanation must immediately follow the
               price (including "free" if used) or be tied to the price
               with an asterisk.  The wording may be changed with PRIOR
               WRITTEN approval from ASP.


                                      10


                        ASP Approved Vendor Standards

     4.0  Vendor Catalogs
      
          4.1  Approved vendors will identify ASP member's programs with
               an "ASP" notation and an explanation such as:  "The
               notation 'ASP' indicates the program complies with the
               standards of the Association of Shareware Professionals."

          4.2  Approved vendors will make an attempt to educate users on
               the nature of Shareware.  The following statement must be
               present in catalogs and on the OUTSIDE of any pre-
               packaged ("rack") wrappers:

                    "Shareware is an exciting marketing method which
                    allows you to try top-quality software before you
                    pay the author. With Shareware, you cannot be
                    disappointed spending money on a program that's not
                    right for you. The small fee you pay to us covers
                    only the duplication and distribution costs, and
                    permits you to evaluate the program."

                    "If you continue to use the program, you must send
                    the author an additional payment which may entitle
                    you to technical support, printed manual, bonus
                    programs, and more. Your payment supports the
                    authors, enabling them to continue writing newer and
                    better Shareware programs."

          4.3  Ombudsman statement: If the ASP logo or name is used by
               any ASP approved vendor in any ads/catalogs etc , then
               that vendor must include the following statement with
               their catalogs and newsletters and is encouraged to
               include it with all disks sold:

                    "Company X is an approved vendor member of the 
                    Association of Shareware Professionals (ASP). ASP
                    wants to make sure that the shareware principle
                    works for you. If you are unable to  resolve a
                    shareware-related problem with an ASP member by
                    contacting the member directly, ASP may be able to
                    help. The ASP Ombudsman can help you resolve a
                    dispute or problem with an ASP member, but does not
                    provide technical support for members' products. 
                    Please write to the ASP Ombudsman at 545 Grover
                    Road, Muskegon MI 49442-9427 USA, FAX 616-788-2765
                    or send a CompuServe Mail message to ASP Ombudsman
                    70007,3536."








                                      11


                        ASP Approved Vendor Standards

     4.0  Vendor Catalogs (Continued)
      
                    4.3.1     Background on the Ombudsman:  Here are the
                              two aspects of the institution of
                              relevance to vendor members (ASP authors
                              also include a statement similar to that
                              in 4.3 with their programs if they use the
                              ASP logo):

                              1.  The board shall set up the office of
                              Ombudsman and appoint someone to that
                              position.  The Ombudsman's sole role shall
                              be to mediate disputes between ASP members
                              and their customers.  The Ombudsman shall
                              report to the board situations where he
                              feels board action or knowledge is
                              appropriate.

                              2.  All ASP members, including vendor
                              members, are required to cooperate with
                              the Ombudsman when approached by him/her.

     5.0  Vendor Distribution
      
          5.1  Approved vendors will respect the copyright and all
               distribution restrictions made by individual authors,
               even if those restrictions are not specifically covered
               in this document.  ASP authors shall place author's
               restrictions and authorizations in files called
               VENDOR.DOC and/or VENDINFO.DIZ on their distribution
               disks.

          5.2  Approved vendors will provide the written notice
               presented in section 4.2 above with all Shareware
               programs shipped.  If the vendor distributes Shareware in
               pre-packaged wrappers, then this notice must be on the
               OUTSIDE (visible) part of the package.  Approved vendors
               will not claim to be selling programs except in
               situations where they are an authorized dealer for a
               shareware program and the distinction between duplication
               fees for trial programs and full licensing is made clear.













                                      12


                        ASP Approved Vendor Standards

     5.0  Vendor Distribution (Continued)
      
          5.3  Approved vendors will not change or delete ANY files
               supplied with the program unless specifically authorized
               to in the author's documentation or with the author's
               prior written authorization.  Vendors may make small
               additions which are designed to assist or provide a
               service to the user (unless prohibited by the author). 
               Unless specifically disallowed by the author, vendors may
               place the authors files into a compressed or library
               format and may include the program on a disk with
               programs by others. ASP author's restrictions and
               authorization relevant to this section shall appear in
               the VENDOR.DOC and/or VENDINFO.DIZ file(s) mentioned in
               section 5.1

          5.4  Approved vendors also agree to stop distributing a
               program including earlier versions requested by the
               author.

          5.5  If a vendor member accepts a shareware program for
               distribution and receives a new version of that program
               directly from the author, then within ninety days (and if
               possible within thirty days), the vendor shall remove the
               old version from distribution, either replacing it with
               the new version or dropping the program.  Similarly, a
               vendor must comply with an author's request to drop a
               program immediately.  Exceptions are only allowed with
               the written permission of the author.

          5.6  Approved Vendors who provide shareware disks wholesale to
               the retail store trade must provide those disks or disk
               sets in a final packaged and sealed condition.  The
               notices mentioned in sections 4.2 and 5.2 apply to these
               packages.  Signs containing this language are also
               encouraged on display racks.

          5.7  At booths of Approved Vendors or their representatives at
               Flea Markets, Conventions, Computer Fairs and other
               gatherings where disks are sold customers must be
               informed of the need to register shareware by one of the
               following means:

               1.   A sign of a size that is readable from the
                    customer's point of view, must be displayed.

               2.   Wording on printed packaging or disk sleeves used to
                    hold the actual disks.

               3.   A brochure or vendor catalog included with every
                    purchase.



                                      13


                        ASP Approved Vendor Standards

     5.0  Vendor Distribution (Continued)
      
               The materials must carry the notices outlined in sections
               4.2 and 5.2.

          5.8  Vendor Licencees

               Any ASP Vendor who authorizes distribution of materials
               by other vendors or distributors (licensees) must supply
               their licensees with written copies of all ASP Vendor
               Requirements and instruct the licensee that the grant of
               rights from the ASP Vendor to the licensee is subject to
               compliance by the licensee with these requirements.

               Additionally, it must be explained to the licensee that
               their arrangement does not grant them ASP membership or
               approval.

               Use of the ASP name and/or logo will remain limited to
               only those materials produced by and identified as
               belonging to the ASP Vendor Member.

               These provisions shall not prevent licensees from
               applying for and obtaining ASP Approved Vendor status.
      
          5.9  CD-ROM Vendors

               If you produce CD-ROMs of shareware, you must show the
               date of release on the disk label.  The accompanying
               literature must contain the shareware description, the
               ASP Ombudsman statement and the statement of registration
               requirements.  If you have not yet actually produced the
               CD-ROM, you can submit a 1.44m disk showing the "front
               end" software with the opening screens, so we can see how
               you handle the description of shareware and the need to
               register and how you mark the ASP authored shareware
               selections on the menus.

          5.10 Telemarketing

               Vendors who engage in phone solicitation of customers for
               shareware products ("telemarketing") must have in place a
               mechanism for ensuring that their sales personnel
               accurately represent the nature of such products and the
               need for registration payments to the author for their
               continued use.  This mechanism must be in the form of an
               active call monitoring program by management personnel or
               a tracking system that will allow specific complaints to
               be traced to the individual making the sales call.  All
               shareware actually sold as a result of telemarketing
               contacts must still meet all other provisions of this
               document.


                                      14


                        ASP Approved Vendor Standards

     6.0  Approved Vendor Benefits
      
          A Shareware disk vendor who receives "ASP Approved" status
          will receive the following benefits:

          1. ASP members will be urged to allow ONLY ASP approved
          vendors to distribute their programs.  Of course, each author
          runs his/her own business and can send to non-ASP vendors to
          distribute the programs if he/she desires to do so.

          2. Approved vendors may use "ASP Approved Vendor", "Approved
          Vendor of the Association of Shareware Professionals", or the
          ASP Approved Vendor logo in advertising, catalogs, etc.

          3. ASP Authors will be urged to automatically provide Approved
          vendors with program updates and notification of problems with
          programs.

          4. Approved vendors will regularly receive a list of the
          current version numbers of ASP members programs, so that they
          may keep their library up to date.  This will be on the
          Monthly ASP CD-ROM.

          5. Approved vendors will receive the ASP Newsletter.

          6. Approved vendors will also benefit by ASP publicity in
          which readers will be told to look for ASP-approved vendors.

          7. Approved vendors will be Vendor Members in the ASP.

          8. Approved vendors will benefit from the public relations
          aspects of the institution of Ombudsman.

          9. Vendor members receive a CD-ROM disk containing all of the
          shareware products of those ASP authors that have submitted
          their products for inclusion on the ASP CD.  Current plans
          call for this CD to be issued each month.



     To apply for ASP Vendor Membership, call, write or FAX the ASP and
     ask for the ASP Vendor Application Kit.

          Association of Shareware Professionals
          545 Grover Road
          Muskegon  MI  49442-9427  USA

          Voice: 616-788-5131 8-5 M-F Eastern Time
            FAX: 616-788-2765 24 Hr/Day





                                      15


                        ASP Approved Vendor Standards

                           Bylaws of the ASP, Inc.
                           Version  8 - August 1994

     ARTICLE 1:     Object of Corporation

          Section 1.     This Corporation is created by its Members for
                         the following purposes:

                    ASP, the Association of Shareware Professionals, was
                    formed in April 1987 to strengthen the future of
                    shareware (user supported software) as an
                    alternative to commercial software. Its members, all
                    of whom are programmers who subscribe to a code of
                    ethics or are non-programmers sincerely interested
                    in the advancement of shareware, are committed to
                    the concept of  shareware as a method of marketing.

                    ASP's primary goals are:

                    o    To inform users about shareware programs and
                         about shareware as a method of distributing and
                         marketing software;

                    o    To encourage broader distribution of shareware
                         through user groups and disk dealers who agree
                         to identify and explain the nature of
                         shareware;

                    o    To assist members in marketing their software;

                    o    To provide a forum through which ASP members
                         may communicate, share ideas, and learn from
                         each other; and

                    o    To foster a high degree of professionalism
                         among shareware authors by setting programming,
                         marketing and support standards for ASP members
                         to follow.

          Section 2.     The purpose of the Corporation may not be
                         altered except as an amendment to these bylaws,
                         which shall require a two-thirds majority vote
                         at an annual or special meeting of the
                         Membership.










                                      16


                           Bylaws of the ASP, Inc.

          Section 3.     The Corporation is not organized, nor shall it
                         be operated, for pecuniary gain or profit, and
                         it does not contemplate the distribution of
                         gains, profits or dividends to its Members and
                         is organized solely for non-profit purposes.
                         The property, assets and profits and net income
                         of the Corporation are irrevocably dedicated to
                         the purposes set forth in Section 1 hereof, and
                         no part of its profits or income shall ever
                         inure to the benefit of any Director, Officer
                         or Member thereof or to the benefit of any
                         private person.

     ARTICLE 2:     Membership

          Section 1.     The Membership of the Corporation shall consist
                         of those persons who have signed the
                         Certificate of Incorporation as incorporators
                         together with all persons who are hereafter
                         received in or elected to Membership as
                         hereinafter provided.

          Section 2.     The criteria for Membership in the Corporation
                         shall be:
      
                         (a) That the Member, in the judgment of the
                         Board of Directors, is and remains a shareware
                         professional, as that term may be defined by
                         the Board of Directors after consultation with
                         the Membership.

                         (b) Members must pay and remain current in the
                         payment of dues, fees, and assessments to
                         continue as Members.

                         (c) That the Member agrees to abide by and
                         continues to abide by the published standards
                         of the Corporation for the development and
                         distribution of shareware.

          Section 3.     The criteria for Membership in the Corporation
                         may not be altered except as an amendment to
                         these bylaws, which shall require a two-thirds
                         majority vote at an annual or special meeting
                         of the Membership. Promulgation or amendment of
                         standards shall require a two-thirds majority
                         vote at an annual or special meeting of the
                         Membership.






                                      17


                           Bylaws of the ASP, Inc.

          Section 4.     A Member shall be dismissed from Membership
                         upon the failure of the Member to meet any
                         Membership criterion. It shall be the
                         obligation and responsibility of each Member to
                         advise the Board of Directors if the Member no
                         longer qualifies as a Member.  The procedure
                         for dismissal shall be as follows. If the Board
                         of Directors determines that there is
                         reasonable cause to believe that the Member
                         fails to meet any Membership criterion, it
                         shall provide notice of such failure to the
                         Member. The Member shall have 15 days from the
                         date notice is given to respond to such notice.
                         Following the Member's response, if any, the
                         Board of Directors shall make a factual
                         determination and shall take such action with
                         regard to Membership as it, in its sole
                         discretion, deems to be required.

                         All dismissal actions shall require a vote of
                         60% of those members of the board that vote.
                         This authority may not be delegated.

          Section 5.     A Member may resign from Membership at any time
                         and shall be required to do so if such Member
                         is not able to or does not wish to comply with
                         Membership requirements.

          Section 6.     The Board of Directors may establish a
                         Membership committee to which it may delegate
                         any responsibility which the Board of Directors
                         may have regarding Membership. A Member may
                         appeal to the full Board from any adverse
                         decision of the Membership committee.

          Section 7.     Dues, fees and assessments shall be
                         established, and may be modified from time to
                         time, by majority vote of the Membership at any
                         meeting.

          Section 8.     Membership may be held by individuals or by
                         companies, partnerships, or corporations.

                         If the membership is held by a company,
                         partnership, or corporation one person from
                         that organization shall represent it,
                         participate in meetings, and vote.

                         Members may hold membership in more than one
                         category. If a member holds membership in more
                         than one Voting Member category they shall have
                         only one vote.


                                      18


                           Bylaws of the ASP, Inc.

          Section 9.     There are two general classes of membership in
                         the ASP: Voting Members and Non-Voting Members.

                         Non-Voting members shall be permitted access to
                         meetings of Members and may be heard thereat,
                         but they shall not be entitled to vote on any
                         matter.

          Section 10.    Categories of Voting Members.

                         (a) Author/Publisher Members.

                         - Individuals who participate in the design,
                         coding, testing, and/or documentation of
                         computer software distributed as shareware.

                         - Those who have an exclusive publishing right
                         for computer software distributed as shareware.
                         These members generally market, promote,
                         manufacture, sell, and support shareware.
                         Sometimes they act as an author's agent on a
                         royalty basis. Exclusive distribution rights
                         may be territorial in nature.

                         (b) Vendor Members.  Distributors of shareware
                         on physical media.

                         To avoid possible violations of U.S. anti-trust
                         law, Vendor Members may not vote on specific
                         issues relating to Membership criteria or
                         standards for their own Category of Membership.

                         Vendor Members are given Voting status for a
                         trial period of approximately two years.  The
                         Board shall place a Ratification motion on the
                         agenda of the ASP Annual Meeting occuring next
                         after July 1996.  That motion will require
                         approval of 2/3 of the Author Members voting;
                         other Categories of Voting Members will not
                         vote on the Ratification motion.  If the motion
                         fails, Vendor Members will be returned to
                         non-voting status, insofar as possible
                         reversing the effects of the by-laws change
                         that granted such voting rights.  Regardless of
                         any intervening bylaws changes, it shall be the
                         responsibility of the Board to draft the
                         Ratification motion so that, as nearly as
                         possible, it has the effects outlined in this
                         paragraph.  Regardless of the outcome of the
                         Ratification motion, this paragraph will be
                         automatically removed from the bylaws when
                         voting on that motion is completed, and any
                         necessary renumbering or similar technical

                                      19


                           Bylaws of the ASP, Inc.

                         correction will be performed automatically.  So
                         long as this paragraph remains in the bylaws,
                         any change affecting Vendor Member voting
                         status, or affecting this paragraph, will
                         require an affirmative vote of 2/3 of the
                         Author Members voting; other Categories of
                         Voting Members will not vote on bylaws changes
                         concerning these particular matters.

                         (c) BBS Members.  Distributors of shareware via
                         electronic means (i.e., via telephone or radio
                         communication lines).

                         To avoid possible violations of U.S. anti-trust
                         law, BBS Members may not vote on specific
                         issues relating to Membership criteria or
                         standards for their own Category of Membership.

                         BBS Members are given Voting status for a trial
                         period of approximately two years.  The Board
                         shall place a Ratification motion on the agenda
                         of the ASP Annual Meeting occuring next after
                         July 1996.  That motion will require approval
                         of 2/3 of the Author Members voting; other
                         Categories of Voting Members will not vote on
                         the Ratification motion.  If the motion fails,
                         BBS Members will be returned to non-voting
                         status, insofar as possible reversing the
                         effects of the by-laws change that granted such
                         voting rights.  Regardless of any intervening
                         bylaws changes, it shall be the responsibility
                         of the Board to draft the Ratification motion
                         so that, as nearly as possible, it has the
                         effects outlined in this paragraph.  Regardless
                         of the outcome of the Ratification motion, this
                         paragraph will be automatically removed from
                         the bylaws when voting on that motion is
                         completed, and any necessary renumbering or
                         similar technical correction will be performed
                         automatically.  So long as this paragraph
                         remains in the bylaws, any change affecting BBS
                         Member voting status, or affecting this
                         paragraph, will require an affirmative vote of
                         2/3 of the Author Members voting; other
                         Categories of Voting Members will not vote on
                         bylaws changes concerning these particular
                         matters.







                                      20


                           Bylaws of the ASP, Inc.

          Section 11.    Categories of Non-Voting Members.

                         These categories of member shall not receive
                         notification of meetings.  They may take part
                         in discussions in the continuous meeting.

                         (a) Co-Author Members. A co-author of a
                         shareware product one of whose authors is
                         currently an Author Member. This category of
                         member shall not pay dues.

                         Co-authors may describe themselves as ASP
                         members in connection with products co-authored
                         with an Author Member. They may also become
                         Author members.

                         (b) Associate Members. User Groups, users of
                         shareware, writers, and others with an interest
                         directly related to the shareware marketplace.

                         Dues and standards of Associate Members shall
                         be set by the Board of Directors in
                         consultation with the membership.

                         (c) Colleague Members. A co-worker or employee
                         of a Voting Member.

                         Dues and standards of Colleague Members shall
                         be set by the Board of Directors in
                         consultation with the membership.

     ARTICLE 3:     Government

          Section 1.     The general management of the affairs of the
                         Corporation shall be vested in the Board of
                         Directors who shall be elected as provided in
                         the bylaws. Members of the Board of Directors
                         must be Voting Members of the Corporation.

          Section 2.     There shall be six (6) Members of the Board of 
                         Directors, half elected in even-numbered years,
                         and half elected in odd-numbered years.

          Section 3.     The term of office of each Member of the Board
                         of Directors shall be two (2) years, or until
                         the Member's successor is elected.

          Section 4.     Members of the Board of Directors shall be
                         eligible for reelection.





                                      21


                           Bylaws of the ASP, Inc.

          Section 5.     The Board of Directors meet continuously on an
                         electronic forum such as CompuServe or such
                         other forum as may be selected by the Board of
                         Directors after consultation with the
                         Membership (See Article 4, Section 1). All
                         Directors must have access to the electronic
                         forum that is the site of the continuous
                         meeting of the Directors, and maintain a
                         regular presence there.

     ARTICLE 4:     Meetings of Members

          Section 1.     Continuous Meetings of the Members of the
                         Corporation shall take place on an electronic
                         forum such as Compuserve or such other forum as
                         may be selected by the Board of Directors after
                         consultation with the Membership. Wherever in
                         these bylaws the Board of Directors is required
                         to consult with the Membership, it shall be
                         sufficient if the Board consults with the
                         Membership electronically in such Continuous
                         Meeting. No votes may be taken at such
                         Continuous Meetings, other than unofficial
                         votes for the Board to obtain the sense of the
                         Membership.

          Section 2.     Annual Meetings of the Members of the
                         Corporation shall be held once each year at a
                         time to be fixed by the Board of Directors. 
                         Final and official notice of the time and place
                         of the Annual Meeting shall be provided to each
                         Member not less than ten nor more than fifty
                         days prior thereto and shall specify the
                         matters to be discussed and voted upon. No
                         business may come before an Annual Meeting
                         which is not so specified. The board may choose
                         to hold the Annual Meeting electronically.
                         Members may be present at an Annual Meeting in
                         person or by written or electronic proxy.

          Section 3.     Special Meetings of the Members of the
                         Corporation may be called from time to time by
                         the Board of Directors, or by at least 10% of
                         the Membership acting in concert, or by at
                         least 15 Members acting in concert, or by the
                         Secretary as specified in Article 6. Members
                         shall be deemed to have acted in concert for
                         purposes of the preceding sentence if they have
                         provided written notice to the Secretary of the
                         request for a Special Meeting, such request to
                         specify the matters to be addressed at such
                         meeting. Notice of the time and place of a
                         Special Meeting shall be provided to each

                                      22


                           Bylaws of the ASP, Inc.

                         Member not less than ten nor more than fifty
                         days prior thereto and shall specify the
                         matters to be discussed and voted upon at such
                         Special Meeting. No business may come before a
                         Special Meeting which is not so specified.
                         Special Meetings shall be conducted on a
                         continuing daily basis on an electronic forum
                         or bulletin board system ("BBS") chosen by the
                         Board of Directors.

          Section 4.     At any meeting of the Members, each Member
                         shall have one vote, except as otherwise
                         specifically set forth in these bylaws. 
                         Members of the Board of Directors shall not
                         have the right to vote on matters concerning
                         the manner in which they have exercised their
                         functions, except they may vote  on any matter
                         concerning the description, enlargement or
                         circumscription of their functions.

          Section 5.     At all meetings, a quorum shall consist of
                         those persons who have cast their votes at such
                         meeting.

          Section 6.     Action at any meeting of Members may be taken
                         by a simple majority vote of a quorum, except
                         as to any requirements for a super-majority
                         vote specifically set forth in these bylaws.

          Section 7.     Members who are unable to attend an Annual
                         Meeting may send in a written or electronic
                         proxy to the Secretary on the matters on the
                         agenda, appointing the Board of Directors to
                         cast votes for such Member in a manner
                         specified in such proxy.

          Section 8.     The President shall chair all meetings. In the
                         absence of the President, the chair shall pass
                         to the remaining Officers of the Corporation,
                         in the order they are named in Article 7. The
                         meetings shall be governed by Roberts Rules of
                         Order, Revised (1979 edition) except where, in
                         the opinion of the chair, a limitation or
                         enhancement of electronic conferencing makes
                         certain of those rules either unworkable or
                         unnecessary.

          Section 9.     Any resolution which is defeated at any meeting
                         may not be reintroduced or placed on the agenda
                         for any meeting within six (6) months following
                         defeat of such resolution.



                                      23


                           Bylaws of the ASP, Inc.

     ARTICLE 5:     Procedure for Electronic Meetings

          Section 1.     Only the Chairman of the Board of Directors or
                         the President may call for an end of discussion
                         and for a vote on a proposal and such call
                         shall constitute the beginning of the "voting
                         period".

          Section 2.     The voting period for any issue or election
                         shall be 168 hours (7 days).  Should the BBS
                         which is used for the meeting be unavailable to
                         the general Membership for 6 or more continuous
                         hours during the voting period, the voting
                         period shall be extended for an additional 24
                         hours.

          Section 3.     In lieu of voting on the BBS, a Member may send
                         in a written vote to the Secretary or other
                         designated person and it shall be counted if
                         received during the voting period.

     ARTICLE 6:     Election of Directors and Officers

          Section 1.     The Directors of the Corporation shall be
                         elected at a Special Meeting which shall be
                         called by the Secretary of the Corporation not
                         later than December 1 of each year.

          Section 2.     The Members of the Board of Directors shall
                         elect a Chairman of the Board of Directors at
                         any meeting of the Board. The duties of the
                         Chairman shall be to chair all meetings of the
                         Board of Directors and to provide guidance and
                         leadership for the Corporation and its
                         Membership.

          Section 3.     If a vacancy occurs among the Board of
                         Directors, the Secretary of the Corporation
                         shall call a special meeting for the purpose of
                         filling the vacancy.

          Section 4.     Following the election of Directors, the
                         Directors shall elect from the Members a
                         President, a Vice-President, a Secretary and a
                         Treasurer, who shall serve at the pleasure of
                         the Board of Directors.

          Section 5.     If a vacancy occurs among the Officers, the
                         vacancy shall be filled by the Board of
                         Directors from any member.




                                      24


                           Bylaws of the ASP, Inc.

          Section 6.     One of either the Chairman of the Board of
                         Directors or the President must be an Author
                         Member.

          Section 7.     In the event of a tie vote by the Board of
                         Directors for the Chairman or any Officer, a
                         vote will be cast by first of the President,
                         Vice President, Secretary, or Treasurer that is
                         not a member of the Board of Directors.

     ARTICLE 7:     Duties of Officers

          Section 1.     The President shall preside at all meetings of
                         the Corporation and shall have the right to
                         vote at such meetings. In the case of a tie the
                         President shall have the power to cast two
                         votes to break the tie. The President and the
                         Secretary shall sign the record of meetings.
                         The President may establish committees and
                         shall appoint chairmen of such committees. The
                         President shall act as chief executive Officer
                         of the Corporation, coordinate the activities
                         of the Officers and the committees and shall
                         provide guidance and leadership in the
                         day-to-day operation and functioning of the
                         Corporation.

          Section 2.     In the absence of the President, the
                         Vice-President shall perform the President's
                         duties.

          Section 3.     The Secretary shall keep the minutes of all
                         meetings of the Members and of the Board of
                         Directors, shall keep a register of the
                         Members, and shall provide notices of meetings
                         of the Members.

          Section 4.     The Treasurer shall keep accurate books of
                         account, prepare and present periodic operating
                         statements and balance sheets to the Board of
                         Directors, and deposit and withdraw funds of
                         the Corporation under the direction of the
                         Board of Directors.











                                      25


                           Bylaws of the ASP, Inc.

     ARTICLE 8:     Duties and Powers of the Board of Directors

          Section 1.     The Board of Directors shall have general
                         charge and management of the affairs, funds and
                         property of the Corporation.  They shall have
                         full power and it shall be their duty to carry
                         out the purposes of the Corporation according
                         to its charter and bylaws; to determine whether
                         the conduct of any Member is detrimental to the
                         welfare of the Corporation and to fix the
                         penalty for such misconduct or any violation of
                         the charter or bylaws; to employ personnel for
                         the carrying out of the Corporation's
                         objectives; and to make the rules for the
                         conduct of the Members.

          Section 2.     Any action required or permitted to be taken by
                         the Board of Directors may be taken without a
                         meeting if all Members of the Board consent in
                         writing to the adoption of a resolution
                         authorizing the action.

          Section 3.     Meetings of the Board may be called and
                         governed in such manner as the Board may from
                         time to time determine.

          Section 4.     A quorum of the Board shall ordinarily consist
                         of 60% of the Members of the Board.  If a
                         motion has been open for voting for one week, a
                         quorum shall consist of 50% of the Members for
                         the purpose of that particular motion.

     ARTICLE 9:     Indemnification; Insurance

          Section 1.     The Corporation shall indemnify and hold
                         harmless from all costs and expenses (including
                         reasonable attorneys fees) of any person who
                         was or is an elected or appointed Officer or
                         director of the Corporation and is threatened
                         to be or has been made a party to an action,
                         claim, or other proceeding arising out of such
                         person's performance, purported performance, or
                         failure to perform, any duties on behalf of the
                         Corporation. Such indemnification shall not
                         extend to liabilities arising out of a person's
                         gross negligence, misfeasance or willful
                         misconduct.







                                      26


                           Bylaws of the ASP, Inc.

          Section 2.     The Board of Directors is authorized to obtain
                         Directors and Officers liability insurance to
                         shield such persons from liability for all
                         costs, expenses and attorneys fees arising out
                         of the conduct of their duties as Directors and
                         Officers, except for liabilities arising out of
                         their gross negligence, misfeasance or willful
                         misconduct.

     ARTICLE 10:    Dissolution

          Section 1.     The Corporation can be dissolved only upon a
                         two-thirds majority vote of a quorum present at
                         any Annual or Special Meeting.  On dissolution
                         or winding up of the Corporation its assets
                         remaining after the payment of, or provision
                         for the payment of, all debts and liabilities
                         shall be distributed to a non-profit fund,
                         foundation or Corporation which is organized
                         and operated exclusively for educational or
                         charitable purposes and which has established
                         its tax exempt status under Section 501(c)(3)
                         of the Internal Revenue Code of 1986, as the
                         same may be amended from time to time. If the
                         Corporation holds any assets outside the state
                         of its incorporation they shall be disposed of
                         in such manner as may be necessary by a decree
                         of a court of competent jurisdiction in
                         accordance with the laws of such jurisdiction.

     ARTICLE 11:    Notices and Communications

          Section 1.     All notices or communications required or
                         permitted hereunder may be mailed through the
                         United States Post Office or by electronic
                         means to their last known addresses as shown in
                         the records of the Corporation, and proof of
                         such mailing by return receipt or electronic
                         acknowledgment shall constitute presumptive
                         evidence of such mailing thereof.

     ARTICLE 12:    Amendments

          Section 1.     These bylaws may be amended only by a
                         two-thirds majority vote of those voting at an
                         Annual or Special Meeting provided that notice
                         of the purport of any proposed amendment has
                         been stated in the call for the meeting.

     ARTICLE 13:    Fiscal Year

          Section 1.     The fiscal year of the Corporation shall be as
                         determined by the Board of Directors.

                                      27


                             ASP Ombudsman Policy
                     Ombudsman Policy as of August, 1995

     1.  The Board shall set up the office of Ombudsman and appoint
     someone to that position.  The Ombudsman's sole role shall be to
     mediate disputes between ASP members and their customers.  The
     Ombudsman shall report to the Board situations where s/he feels
     Board action or knowledge is appropriate.

     2.  All ASP members, including vendor members, are required to
     cooperate with the Ombudsman when approached by him/her.

     3.  The shareware version of any shareware program produced by ASP
     author members must contain the following text as part of some file
     on disk.  (The shareware version means the one intended for trial
     use).

          "This program is produced by a member of the Association
          of Shareware Professionals (ASP).  ASP wants to make sure
          that the shareware principle works for you.  If you are
          unable to resolve a shareware-related problem with an ASP
          member by contacting the member directly, ASP may be able
          to help.  The ASP Ombudsman can help you resolve a
          dispute or problem with an ASP member, but does not
          provide technical support for members' products.  Please
          write to the ASP Ombudsman at 545 Grover Road, Muskegon,
          MI 49442-9427 USA, FAX 616-788-2765, or send a CompuServe
          message via CompuServe Mail to ASP Ombudsman 70007,3536."

     4.  Inclusion of Ombudsman statement.

          a.  Versions of ASP shareware sent to users when they register
          with the author or his/her direct agent shall also have the
          Ombudsman statement quoted in point #3, but these statements
          may be in a written form included in the registration package.

          b.  Packages of the registered version (essentially identical
          to those sent registered shareware users) intended for sale in
          retail establishments or primarily retail mail order firms
          need not have an Ombudsman statement included.  However, if
          the version contains any reference to shareware, it must also
          contain the Ombudsman statement.

          c.  Members are free to include the Ombudsman statement in
          printed documentation, ads and other mailings if they wish.

     5.  The first sentence may be replaced by, "<Member's Name> is a
     member of the Association of Shareware Professionals (ASP)."  If a
     member's company qualifies under the company name policy, the
     company name may be used instead of <member's name>.






                                      28


                       ASP Ombudsman Policy (Continued)

     6.  ASP approved vendors must include the following statement with
     their catalogs and newsletters, and are encouraged to include it
     with all disks sold:

          "Company X is an approved vendor member of the
          Association of Shareware Professionals (ASP).  ASP wants
          to make sure that the shareware principle works for you. 
          If you are unable to resolve a shareware-related problem
          with an ASP member by contacting the member directly, ASP
          may be able to help.  The ASP Ombudsman can help you
          resolve a dispute or problem with an ASP member, but does
          not provide technical support for members' products. 
          Please write to the ASP Ombudsman at 545 Grover Road,
          Muskegon, MI 49442-9427 USA, FAX 616-788-2765, or send a
          CompuServe message via CompuServe Mail to ASP Ombudsman
          70007,3536."

     7.  The Ombudsman statement may not be hidden in a file or other
     manner which 60% of the Board of Directors regards as obscure.



































                                      29


                        Vendor Compliance Instructions
                    Vendor Instructions as of August, 1995

     In accordance with your signed agreement on the Vendor Application
     Form, you have agreed to send two (2) copies of every
     catalog/newsletter you mail, to the Vendor Compliance Committee for
     the purpose of verifying continued compliance with ASP standards. 
     This requirement also includes advertising (magazine ads, card
     decks, direct mailing ads, etc.).

     Please be sure to send two copies of every catalog (including
     disk-based catalogs), newsletter and advertisement to the following
     address:

          Vendor Compliance Committee
          Association of Shareware Professionals
          545 Grover Road
          Muskegon, MI  49442-9427

     Vendor Change of Address Instructions:

     If there are any changes in your address, phone number, officer
     names, or CompuServe UserID numbers, please be sure to notify the
     ASP Executive Director as soon as possible.  You may contact the
     ASP Executive Director as follows:

          Executive Director
          Association of Shareware Professionals
          545 Grover Road
          Muskegon, MI  49442-9427

          Voice:    (616) 788-5131  (8:00am - 5:00pm, Eastern Time,
                    weekdays ONLY)
          FAX:      (616) 788-2765
          CompuServe:    72050,1433



              Thank you for your continued support of shareware!

















                                      30


                          ASP Requirements Reminder

     This document summarizes the ASP's Vendor Requirements, as
     explained in the ASP Vendor Application kit.  Please make sure that
     these specific items are properly explained in your catalog.  Thank
     you for helping us to educate the computer industry about the
     nature of shareware.


     Please remember to check the explanation in your catalog, and on
     disks packaged for distribution in retail locations, for the items
     marked below:


     To be an ASP Approved Vendor, you are required to make an attempt
     to educate your customers about the nature of shareware.  The
     following wording MUST be used:

     [ ]  "Shareware is an exciting marketing method which allows you to
          try top-quality software before you pay the author. With
          Shareware, you cannot be disappointed spending money for a
          program that's not right for you. The small fee you pay to us
          covers only the duplication and distribution costs, and
          permits you to evaluate the program."

          "If you continue to use the program, you must send the author
          an additional payment which may entitle you to technical
          support, printed manual, bonus programs, and more. Your
          payment supports authors, enabling them to continue writing
          newer and better Shareware programs."


     Any advertisements, brochures, etc., which offer shareware for sale
     MUST include one of the following statements:

     [ ]  "Shareware programs require separate payment to authors if
          found useful." or "Using Shareware programs beyond evaluation
          requires a registration payment."


     Please be sure to address the additional requirements, listed
     below, once you have become an ASP Approved Vendor.  Please consult
     your Welcome Package for complete details, when appropriate.

     [ ]  Any programs appearing in your catalog which are produced by
          an ASP Author Member must be marked with an "ASP" notation. 
          You must also include an explanation such as: "The notation
          'ASP' indicates the program complies with the standards of the
          Association of Shareware Professionals."

     [ ]  Be sure to include the ASP Ombudsman statement in your
          catalogs.




                                      31


                   Optional Additional Shareware Disclosure

     ASP approved vendors must comply with the ASP Vendor Standards
     document, however vendors are free to add to the required wording
     shown on the previous page.

     To help vendors that desire to add further wording, the ASP has
     provided a recommended introduction to the nature of shareware. 
     The ASP recommends use of the following wording, as it properly
     complies with the ASP requirements, but vendors are not required to
     use the wording which follows (substitute your company name for the
     underlines):


     "___________ is a Vendor Member of the Association of Shareware
     Professionals (ASP).  We support the ASP's efforts to educate the
     public about the nature of Shareware distribution.  We hope you'll
     find Shareware to be an effective method of obtaining computer
     programs.

     The term Shareware describes a marketing method in which
     copyrighted programs circulate freely among users for the purpose
     of evaluation.  This gives you the option to "Try Before You Buy". 
     The author of a Shareware program typically allows you to try the
     program for up to 30 days before payment is required.  The exact
     terms of evaluation vary from author to author, so be sure to check
     the documentation of the programs you evaluate.

     The fee you pay to ______________ is a distribution fee and does
     not cover the cost of the program itself.  Programs which are used
     beyond the author's prescribed evaluation period require a separate
     payment to the author.  By making payment to the author you obtain
     a legal right to use the software, and encourage the continued
     development of quality software within the Shareware channel.

     The process of paying for Shareware is termed "registration".  The
     exact benefits of registration vary from author to author, but many
     authors will offer one or more of the following: a current version,
     technical support, a printed manual, free or discounted upgrades,
     bonus utilities or special offers.  Consult the registration
     information included with each program for specific details."


     Thank you for supporting shareware and ASP.  If we can be of any
     further assistance, please contact us!
                    --ASP Vendor Membership Committee










                                      32


                           Vendor Application Form

     This form is for use by Disk Vendors when applying for Vendor
     Membership in the Association of Shareware Professionals and to
     obtain "ASP Approved Vendor" status.

     Company/Officer Information:  (Please type or print)
      
          Company Name:  ______________________________________________

          Company Officer's Name:  ____________________________________

          Company Officer's Title:  ___________________________________

          Street Address:  ____________________________________________

          City: ________________________ State/Province: ______________

          Zip/Postcode: ________________ Country: _____________________

          Phone (Voice): ______________________________________________

          Phone (FAX) (if available):  ________________________________

          [ ] We have Macintosh Section or Catalog

          CompuServe User ID (if available): __________________________

     Disk Librarian Information: (If the address or the name to which
     authors should send their programs is different than the one listed
     above, please include that information below.)

          Disk Librarian Name: ________________________________________

          Street Address: _____________________________________________

          City: ___________________________ State/Province: ___________

          Zip/Postcode: ________________Country: ______________________

          CompuServe User ID (if available): __________________________
      
     Please ensure that the following material is submitted with this
     application: 

     [ ]  1.  Two (2) copies of each of your current printed and/or
          disk-based catalogs, newsletters, etc.  If you do not yet have
          catalogs, please send mockups showing the layout and
          descriptive information you plan to include.

     [ ]  2.  Two (2) copies of each of your current advertisements (or
          a note explaining that you do not run advertisements).




                                      33


                     Vendor Application Form (Continued)

     [ ]  3.  If you are a "Rack" vendor (you set up racks of shareware
          in various locations), you must include wording on any signs
          on the rack and the messages describing shareware and the
          registration process that you will have on each package.  The
          ASP is concerned that the users realize they are purchasing
          shareware that may require additional payment for continued
          use.  Packages without the "Shareware Message" can leave the
          impression that the rack payment is the only cost for using
          the shareware.  Further, the ASP requires that the package be
          "sealed" so that the user can detect if the disk has been
          tampered with.  The "sealing" can be as simple as printing the
          "Shareware/Registration" statement on label stock and sticking
          this label on the back of the disk so that half of the label
          is stuck to the sleeve.  The other extreme could be to shrink
          wrap the package.  Inexpensive plastic envelopes
          (particularily for 3" disks) would fall somewhere between
          those extremes and should be very cost effective to you.

     [ ]  4.  The first year's dues of $250 (U.S. Dollars drawn on a
          U.S. bank only).  (All but a $25 non-refundable application
          fee will be returned if your application is not approved.)

     Please be sure to supply the requested catalogs and advertisements. 
     If you do not advertise, state that in an enclosed letter.  If you
     do not send this information it will delay (or prevent) the
     processing of your application.  Please complete the information on
     the back of this form.  Thank you!

     By signing this vendor application form, we agree to abide by the
     standards set by the Association of Shareware Professionals (ASP)
     in the Approved Vendor Standards and we apply for Vendor Membership
     in the ASP.  We agree to cooperate with the ASP Ombudsman if s/he
     is investigating a complaint.

     We have enclosed two copies of each of our current catalogs,
     advertising, newsletters, etc., to demonstrate our willingness to
     comply with these standards.  We understand that Vendor Members
     have a dues responsibility currently at $250 for the first year,
     and $250 for subsequent years (the billing year ends December 31st;
     a quarterly prorated share of your first year's dues will be
     applied against year two depending on the date of your
     application), and that these fees can be changed by a vote of the
     ASP full members.  We understand that these dues currently include
     monthly updates of the ASP catalog on disk mailed to us and a
     subscription to ASPects, the ASP newsletter.









                                      34


                     Vendor Application Form (Continued)

     We agree to send two (2) copes of every catalog/newsletter we mail,
     to the following address.  We understand that these copies are used
     only to verify continued compliance with ASP standards:

               Vendor Compliance Committee
               Association of Shareware Professionals
               545 Grover Road
               Muskegon, MI  49442-9427

     We understand that the ASP will provide us with a warning if we
     fail to meet one or more of the standards for ASP approved status. 
     We further understand that if we do not rectify the problem(s) in a
     reasonable amount of time, ASP approved status and Vendor
     Membership will be withdrawn.  We agree that the Board of Directors
     of the ASP will have the final decision in interpretation of the
     rules.

     If ASP approval is withdrawn for any reason, we agree to cease
     using the Association of Shareware Professionals (ASP) name and
     logo in any way.

     I understand that my signature as an officer of this organization
     binds the entire organization to abiding by ASP standards.

     Officer's Name and Title: _________________________________________

     Officer's Signature: ____________________________  Date: __________

     This application will be reviewed by the ASP Board of Directors and
     you will be notified when your application is approved or
     disapproved.  If you have any questions regarding your application,
     please contact the Vendor Membership Coordinator at the following
     address.  Please return this form and the other application
     material to:

               Vendor Membership Committee
               Association of Shareware Professionals
               545 Grover Road
               Muskegon, MI  49442-9427















                                      35



         ******************** [FOR ASP USE ONLY] ********************

          Assigned ASP Vendor Number:  . . . . . . .  ___________________

          Date Application Received:   . . . . . . .  ___________________

          Date Received by Vendor Membership Coordinator:  
                                                      ___________________

          Reviewer's Name:   . . . . . . . . . . . .  ___________________

          Date Review Completed:   . . . . . . . . .  ___________________

          Date Placed Before the Board:  . . . . . .  ___________________

          Thread Title:    . . .   VndApp:  _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

          Date Approved/Disapproved (circle one) by Board  _____________

          Date Welcome Package/Rejection Sent:   . .  ___________________




































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