   Thank you for taking the time to read this valuable information.

   Matrix   Software  Company  has  chosen   to  market  it's  shareware  club
   memberships  through a  network of  individuals (called  sponsors) who have
   decided  to join us in our effort  to make this Automated ShareWare Catalog
   system a huge success.

   WHY NETWORK MARKETING?
   Network  marketing has come a long way since it was introduced in the early
   60's.  Of all  the business  enterprises in  America, multi-level marketing
   offers the highest potential with the smallest risk.

   Only  with network marketing can an  average person start with virtually no
   money,  no experience, and no training and begin a home-based business that
   can start producing an income within a matter of a few days.

   John  Naisbitt, author of Megatrends, calls  networking one of the ten best
   opportunities   for  growth  from  now   through  the  21st  century.  With
   corporations  such as U.S. Sprint, Rexall,  Ralston Purina, and MCI turning
   to  networking, skeptics are  beginning to take  a much closer  look at the
   opportunities available through multi-level marketing.

   With  this  marketing plan,  Matrix SoftWare  Company  builds a  network of
   satisfied  customers  and  offers them  the  opportunity to  earn  money by
   introducing others to the service.

   We save advertising dollars and you earn money.

   Here's how it works.

   BECOMING A SPONSOR
   As  an ASC club  member, you are invited  to sign up as  a sponsor and earn
   money from distributing copies of your catalog disk. There is no additional
   charge  to become  a sponsor. You  simply sign  and return one  copy of the
   Sponsor Registration form. (select #4 at the main menu on your ASC disk)

   COMMISSION CALCULATIONS ON MEMBERSHIP, SHAREWARE, AND CLASSIFIED AD SALES
   For  all non-membership type  sales you will earn  50% commission. Sales to
   non  members  are not  multi-level  and commissions  are  paid only  to the
   sponsor who's name and MRN appear on the order.

   Commissions on Membership sales, Shareware Sales to Members and Classified 
   ad sales to members are multi-level and will allow you to build a strong, 
   steady, long term income.

   By sponsoring new members, you will earn commission from their monthly dues
   shareware purchases, and classified ad purchases.

   As  an incentive for you to help the people you sponsor to sponsor members,
   you  will also earn commission  from their sales and  from those of members
   for nine levels down from you.

   This  can be a substantial amount of money if you are willing to put just a
   small amount of effort into it.

   Commissions are calculated with what we call the commission matrix.

   The  matrix is 9 levels deep and each  level has a specific number of slots
   to be filled with paying members.

   Sponsors  earn commission on  monthly dues, shareware purchases, and  
   classified ad purchases made by all down line members in their commission 
   matrix.

   The  first level of the matrix has 3  commission slots, the next 9 the next
   27 the next 81 and so on.
   
   Sponsors  are  required to  have 3  personally  sponsored members  in their
   matrix at all times to qualify for commission.

   Once  qualified, you  will earn commission  from all purchases  made by all
   down-line members in your commission matrix from now on!

   To  illustrate the tremendous earning  potential of this marketing program,
   let's  assume that the dues and  purchases from your down-line members will
   average  $3.00  per month  and that  over  a period  of time,  through your
   efforts and those of other sponsors in your matrix, each slot has an active
   member in it.

   This is how your commission check would be calculated.


             MAXIMUM      TOTAL               YOUR
    LEVEL    MEMBERS      SALES            COMMISSION
      1           3          $9    x 7% =     $0.63
      2           9         $27    x 7% =     $1.89
      3          27         $81    x 7% =     $5.67
      4          81        $243    x 7% =    $17.01
      5         243        $729    x 7% =    $51.03
      6         729      $2,187    x 7% =   $153.09
      7        2187      $6,561    x 7% =   $459.27
      8        6561     $19,683    x 7% = $1,377.81
      9       19683     $59,049    x 7% = $4,133.43
              =====                         =======
              29523               TOTAL > $6,199.83
                                          per month

    That's $74,397.96 per year!

   Remember,  we're talking about purchases of  only $3.00 per month from each
   member  in  your down  line. The  actual average  monthly purchases  by our
   members since we started has been $3.86.

   This means that if you have some members making average or above purchases,
   you will earn even more.

   With this limited size commission matrix, the maximum number of members you
   can earn commission on at any one time is 29,523.

   Because  of the limitation  on each level,  when a level  becomes full, the
   extra  sales will spill down to the next  level to the first open slot. You
   can  actually end  up earning  commission from  the sales  made by sponsors
   ABOVE you as well as from those below you.

   BUILDING DOWNLINES
   Take a look at the diagrams below.

   Let's say your sponsor signed YOU, BILL, and JOE on his first level.


                                         --------------
                                          Your Sponsor 
                                         -------------
                                                 
                            -----------------------------------------
    Your                 ----             -----               ----
    Sponsor's 1st level   YOU               BILL                 JOE 
                         -----             ------               -----


   Then before you got around to sponsoring anyone, your sponsor (or a sponsor
   above him) signed up ANN and TOM.
   
   We process orders in the exact sequence that we receive them.

   Our  computer will automatically  credit the sale to  the sponsor listed on
   the order form.

   New  members are positioned into the  sponsoring members matrix by starting
   at  the sponsors 1st  position (top row  of his/her matrix)  then by moving
   from top to bottom and left to right, the computer will find the first open
   position for the new member.

   In  our example your sponsor's 1st level (limited to 3 members) is full, so
   ANN  and TOM would spill  down into your sponsor's  2nd level which is your
   1st.

                                         --------------
                                          Your Sponsor 
                                         -------------
                                                 
                            -----------------------------------------
    Your                 ----             -----               ----
    Sponsor's 1st level   YOU               BILL                 JOE 
                         ----             -----               ----
                      ----------        ----------         ----------
                    -- --
    Your 1st level  ANN TOM
                    --- ---

   When  YOU sponsor your first three members (as indicated below) two of them
   would spill down to your 2nd level which is also ANN's 1st level.

                                                 --------------
                                                  Your Sponsor 
                                                 -------------
                                                         
                                 --------------------------------------
    Your                      ----                -----         ----
    Sponsor's 1st level        YOU                  BILL           JOE 
                              ----                -----         ----
                         ---------------        ----------
                       --   --  -------
    Your 1st level     ANN   TOM  1st sale
                       --   ---  --------
                   ----------
                --- ---
    Your 2nd     2nd 3rd 
    Level       sale sale
                ---- ----

   This  chain  reaction  effect  means  that  you  could  be  very pleasantly
   surprised  when your first  commission check arrives  and you discover that
   even  though you  have only  signed a  handful of  members, someone  in the
   matrix  above you has signed  more than 3 members  and the extra sales have
   ended up in your matrix.

   All  you need to do is find three  people who want to save money on quality
   ShareWare for their computers. How hard can that be?

   There  is a  bit more  to it than  just finding  three people.  You must be
   willing  to help your sponsored members with questions about the use of the
   ShareWare catalog and/or sponsoring new members.

   After  we receive an order,  we will process it  and ship the program disks
   directly to the member. You never have to worry about stocking inventory or
   collecting money.
   
   At  the end of each month we send  you copies of all sales orders processed
   under your MRN for that month.

   So  that you can  keep track of who's  doing what in  your matrix, we offer
   complete  genealogy reports to sponsors (see the file REPORT.TXT on the ASC
   disk).

   The  report will  provide you with  the name, address,  purchase amount and
   expiration date for all of the members in your matrix.

   We want you to succeed, after all, if you make money, we make money.

   We  offer a wide variety  of programs and promotional  material to help you
   along the way.

   In  the Business section of  the ASC disk, you will  find what we call PRO-
   PAKS.  They contain promotional  material to help  you sell memberships and
   programs.

   PRO-PAKS can be ordered with or without prospect names.

   The  prospect  names used  with  our PRO-PAKS  come  from responses  to our
   advertising efforts. Perhaps this is how you learned about us.

   The  PRO-PAKS will come to you in  pre-addressed envelopes ready for you to
   inspect and send out.

   The  sponsor's MRN# is specially coded and  will appear on all sales orders
   generated  by your disks. This will allow you to evaluate the effectiveness
   of the PRO-PAKS for yourself.

   We  also  offer  high  quality  PRE-FORMATTED  diskettes,  labels,  mailing
   supplies  and other  items to  help you  get started  in this  exciting and
   profitable business.

   All  new members  orders and sponsors  agreements are  entered and computer
   positioned  in the exact order they are  received. So the sooner you decide
   to  become a member and a sponsor, the  better your chances will be to have
   spill  over sales from  sponsors above you,  end up in  commission slots in
   YOUR matrix.

   Many of our members have hundreds, even thousands of dollars in commissions
   coming but they have never sponsored a member.

   We  calculate and  mail commission statements  and checks on  or before the
   last day of the month after the month in which the orders are received.

   The guidelines for computing sponsors commissions are as follows:

   1.  The  computer  checks  to  see that  the  sponsor  has  at  least three
   personally  sponsored active members in his/her matrix. If not, the program
   moves on the next sponsor.

   2.  If the  three qualifying  spawns were  found the  program will continue
   adding up the sales for all nine levels.

   Your  commission statement will indicate the amount of sales on each level,
   total  commission being paid for the period and the total commission earned
   to date.

   Commissions  due for amounts less than $10 will be carried over to the next
   period.

   A 2% accounting fee will be deducted from all commission checks.
   
   Sponsors  earning more than $600  in the calendar year  will receive a form
   1099 for use in computing taxes owed.

   Obviously  we can not and will not guarantee any certain level of income to
   those  who participate  in our  marketing program.  What you  can earn will
   depend mostly on the amount of effort you are willing to put into it.

   There  is no minimum purchase required of sponsors or members, however, you
   must  be a  member in order  to sponsor  others and you  must maintain your
   membership  in good  standing to  retain your  established position  in the
   matrix.

   To  sign up as a sponsor, you must sign and return one copy of the sponsors
   agreement to Matrix SoftWare.

   It  is best to include the agreement with your initial membership order. If
   you send it in later, please write "CURRENT MEMBER" on the form.

   You will be given the opportunity to print the agreement after reading  the
   marketing information section of the ASC disk.

   All  ASC club  members are assigned  a unique members  record number (MRN).
   Your membership disk will contain this number in the SPONSOR.DAT file.

   When  orders are processed  with your name  and MRN on  the order form, you
   will automatically receive credit for the sale.

   As  many of our sponsors have already discovered, this program works if you
   do and the reward is well worth the effort.

   Thank you again for your interest, we look forward to helping you meet your
   financial goals.

   MATRIX SOFTWARE MARKETING CO.
   P.O. BOX 3858
   LAWRENCE, KS  66046-0858
   (913) 841-0121 (Voice or FAX)

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