                        ATTENTION
__________________________________________________________
       U.S. Robotics and NON-U.S. Robotics SYSOPs:
*** Upgrade to Courier HST Dual Standard with V.32bis ***
           HURRY - THIS IS A LIMITED TIME OFFER
                  Valid: 3/1/91 - 8/1/91

What's the deal?

    U.S. Robotics loves sysops.  And to prove our
affection, we've implemented the program you've been
waiting for!  Trade-in that dusty ol' "other brand" high
speed modem, or a prior-generation U.S. Robotics high
speed modem, and get an incredible deal on a BRAND NEW
Courier HST Dual Standard modem, complete with V.32bis.

$299.* for USR SYSOPs (plus your qualified U.S. Robotics
       trade-in modem)

$399.  for NON-USR SYSOPs (plus your qualified non-U.S.
       Robotics trade-in modem)

*   Final cost with rebate applied.  This offer is limited
    to one modem per SYSOP.  All prices are quoted in U.S.
    dollars. Rebate information follows.
_________________________________________________________

Here's what you get with this promotion:

    We'll ship you a brand new Courier HST Dual Standard
modem, complete with V.32bis.  All modems include a full
warranty from U.S. Robotics.  The advanced features on
this modem include:

o   Courier HST 14,400 bps and CCITT V.32bis 14,400
    bps technology IN THE SAME MODEM.  You can communicate
    with the VAST installed base of Courier HST's in the
    BBS community, and can still be compatible with the
    new CCITT standard.

o   V.32bis (the new CCITT standard for 14,400bps full
    duplex communications -- 50% faster than ordinary V.32
    modems) not only slows down when line noise is
    encountered, but also speeds back up when line
    conditions improve.

o   Complete compatibility with all prior generation
    Courier HST modems, and V.32 modems.  In fact,
    COMPUSERVE, the leading commercial on-line service,
    has standardized high-speed hook up on the Courier HST
    Dual Standard modem.

o   The latest data compression and error control
    standards, MNP 2-5, and V.42/V.42bis - throughput
    reaches 38,400bps!

o   ASL* (Adaptive speed leveling).  Only Courier
    high-speed modems include ASL, a feature that lets
    each modem channel transmit data independently.

To take advantage of this special promotional offer:

1.  Read through the "Program Rules" information
    immediately following this section, to be sure that
    you qualify.

2.  Fill out the attached U.S. Robotics "Upgrade to
    Courier HST Dual Standard" promotion order form
    included with this document.  Be certain to include
    the necessary information about your BBS.

3.  Send the order form to the U.S. Robotics address
    indicated on the form.  Be certain to select payment
    option.  We must receive your order before August
    1, 1991. (International orders must be prepaid.)

4.  Sit back and relax while we verify your bulletin board
    status (that typically takes about 2 - 3 weeks from
    the time we receive your order).

5.  Upon verification, we'll issue you an RMA #, along
    with shipping instructions on how and where to return
    your "trade-in" modem.

6.  Once we receive your trade in modem, we'll ship the
    new one to you.  You're set!

Program Rules:

    SYSOP must meet the qualification criteria of the U.S.
Robotics SYSOP program.  These are listed below:

1.  The SYSOP states that he/she is not in the business of
    reselling computer products and related peripherals,
    including modem products.

2.  The SYSOP has been operating a bulletin board system
    for at least 6 months.

3.  The SYSOP understands that the number of modems that
    may be obtained under this program is limited to the
    number of working, verifiable data lines.  (Trade-in,
    trade-up offer excluded. Please see item 10 below.
    Modems purchased under this program must be used on
    one of the stated lines. This offer is limited to one
    modem trade-in per sysop.

4.  The SYSOP agrees to post an appropriate logon notice,
    visible to users of the bulletin board, which states
    that this bulletin board uses and supports U.S.
    Robotics brand modems.

5.  The SYSOP agrees that he/she intends to operate the
    bulletin board, for which these modems are purchased,
    for at least 6 months post purchase.

6.  Resellers of U.S. Robotics modems are NOT eligible to
    purchase modems under this program.  Instead,
    qualified resellers may take advantage of other
    marketing programs offered by U.S. Robotics, Inc.
    under the U.S. Robotics Authorized Dealer Program.
    Information is available by calling:  800-292-2988.

7.  U.S. Robotics will ship modem(s) to qualified SYSOPs
    as soon as possible after:

    a.  The SYSOP has completed the attached order form
        and questionnaire and has mailed them along with
        the appropriate payment and shipping instructions
        to:
                        U.S. Robotics, Inc.
                        8100 N. McCormick Blvd.
                        Skokie, Illinois  60076
                        Attention:  SYSOP Trade-Up Offer

        Note, for this promotional offer to be valid, we
        we must receive your completed order no later than
        August 1, 1991.

              *  A check accompanying an order must first
                 clear our bank before the order can be
                 shipped.  This normally takes 10 working
                 days.

    b.  The SYSOP further understands that once an order
        is placed, it cannot be changed.

    c.  Your board will be verified by the U.S. Robotics
        SYSOP.  We must be able to connect with your
        bulletin board in order to verify board status.

               *  In the event that we are uncertain of
                  your board status, we will notify you by
                  mail or by the U.S. Robotics SYSOP as to
                  what further information is needed or if
                  validation is not possible.

8.  U.S. Robotics does not accept phone-in orders.

9.  U.S. Robotics reserves the right to change or
    cancel this program at any time.

10. In the event of a special offer or promotion, the
    rules of the promotion will take precedent over any
    prior offer under the SYSOP program.

What product can be "traded in" under this program:

Any High Speed Modem/Model (internal or external versions)
from the following makers:

ANCHOR                  96E 5
ATI                     9600 ETC
DCA                     Fastlink
FASTCOM                 V.32
HAYES                   V-Series 9600
                        Smartmodem 9600
                        Hayes Ultra Smartmodem 9600
INTEL                   9600 EX
MICROCOM                QX\4232HS
                        QX\3296C
                        QX\V.32C
MULTITECH               Multimodem V.32
                        Multimodem V.32b
PRACTICAL PERIPHERALS   PM 9600SA
RACAL VADIC             9642 PA
TELEBIT                 T1500 9600
                        Trailblazer
                        Trailblazer Plus
                        T1000
                        T2500
                        T1600
U.S. ROBOTICS           Courier HST
                        Courier V.32
                        Courier HST Dual Standard
UDS                     V.32
                        V.3225
                        Fastalk V.32\42
                        Fastalk V.32\42B
Ventel                  V.32 plus

* Other manufacture's high speed modems accepted at U.S. Robotics
  discretion.

  *** Upgrade to Courier HST Dual Standard Promotion ***
                        Order Form
                  Valid: 3/1/91 - 8/1/91

Shipping Information: (we cannot deliver to P.O. boxes)
Ship modem to: (your name)________________________________
Street Address:___________________________________________
Daytime Phone #: _________________________________________
City: _____________________St/Province:___________________
Zip/Postal Code:___________________Country:_______________

1.  Data (BBS) telephone number for which this modem is
    being purchased: (include area code (____)____________

                          List         Trade-In
                         Price          Price
Courier HST Dual         $ 1,295        $ 399 *
Standard Modem
(external model only)

Illinois and California residents,
please add 7% sales tax:                $_______
Please add the appropriate freight
charges (see table below):              $_______

Freight Charges Table:

In the U.S.:
    - Federal Express Standard          $  25.00
      Overnight service (delivery by
      the 3:00 P.M. the next
      business afternoon)
    - Federal Express two-day
      service                           $  15.00

In Canada
    -  UPS Ground (5 - 7 working        $  15.00
       day delivery)
    -  UPS Red (2 - 3 working day       $  42.00
       delivery)

International Customers                 $  97.00
    -  All international orders must
       be prepaid.
    -  All attempts will be made to
       ship via Federal Express International

              ORDER TOTAL:              $_______

Method of payment (please check one):____ COD ____ Prepay

2.  Hours of board operation (central standard time)
    _____________ to _______________

3.  Is your board case sensitive?         ____ Yes ____ No

4.  Do you use an ALIAS name?             ____ Yes ____ No
    If so, please list:__________________________________

5.  Please give us the necessary information to log on and
    access your board:
    Your board password:    _________________________
    Our log on first name:  _________________________
    Our log on last name:   _________________________
    Our log on password:    _________________________
    Access level:           _________________________
    *  Note, we must be able to view all files and user
       log, in order to validate your board status.
       Please assign us the appropriate access level.

6.  Modem model you intend to trade in:
    _____________________________________________________

READ AND SIGN BELOW:  I have read, understand and agree to
the terms of the U.S. Robotics SYSOP sales program rules.

              Accepted on:  ________________________19___
              SYSOP (buyer):_____________________________
                            (please print your name)
              SYSOP (buyer):_____________________________
                            (please sign your name)

=========================================================
           **** For U.S Robotics Use Only ****

Verified by:_______________ Date:_________________________
RMA# ______________________   SO# ________________________
Comments:_________________________________________________
              **** IS YOUR ORDER COMPLETE ***

1.  Have you competed the questionnaire and order form.

2.  If prepay, have you included your TOTAL payment with
    this order (be sure to add freight charges)

3.  Mail this completed order to:
    U.S. Robotics, Inc.
    8100 N. McCormick Blvd.
    Skokie, Illinois  60076
    Attention:  SYSOP Trade-In Offer
_________________________________________________________

COD payments are made at the time the product is delivered
by the shipper, as one of the following:  Certified check
or money order, made out to:  U.S. Robotics, Inc.

Prepayments must accompany this order as one of the
following:  certified check, cashiers check or money
order.  Personal checks are accepted, but your order will
be held for 10 days after we verify your order for bank
clearing purposes.

Note:  U.S. Robotics does not accept credit cards. Payment
accepted in U.S. dollars only.
________________________________________________________

  *** Upgrade to Courier HST Dual Standard Promotion ***
                *** SYSOP Rebate Form ***
                  Valid: 3/1/91 - 8/1/91
_________________________________________________________

This form entitles qualified SYSOPs to get $100 back on
their purchase of a Courier HST Dual Standard demo model
modem, when they trade in a prior-generation U.S. Robotics
high speed modem (Courier HST, Courier HST Dual Standard,
or Courier V.32) as part of the "Upgrade to Courier HST
Dual Standard" Sysop Promotion.  This offer is good March
1, 1991 through August 1, 1991, and is limited to one
rebate per customer.


Here's what you need to do to get your rebate:

1.  Place your order for a new U.S. Robotics Courier HST
    Dual Standard demo model modem, as part of the
    "Upgrade to Courier HST Dual Standard Promotion"
    program.

2.  Attach the U.S. Robotics invoice (photocopy is OK),
    that indicates you purchased the required model.

3.  List the serial number of the modem that you purchased
    below:
    _____________________________

4.  This offer is available to qualified U.S. Robotics
    SYSOPs only.  Distributors, resellers or other
    end-users of U.S Robotics modems are excluded from
    this offer.

5.  U.S. Robotics must receive your rebate request no
    later than September 30, 1991 at the following
    address:

              U.S. Robotics, Inc.
              8100 N. McCormick Blvd.
              Skokie, Illinois  60076
              Attention:  SYSOP Trade-Up Rebate Offer

6.  Address to send check:
    Your name:___________________________________________
    Address  :___________________________________________
              ___________________________________________
    City:_____________________St/Province:_______________
    Zip/Postal Code:_______________Country:______________
    Daytime Phone (include AC):(_____)___________________

7.  This offer void where prohibited by law.  U.S.
    Robotics reserves the right to cancel or modify this
    program at any time without notification.  May not be
    combined with other promotional offers from U.S.
    Robotics.  Allow 6 to 8 weeks for rebate processing.