



                          MATRIX SOFTWARE MARKETING CO.
                            CO-OP ADVERTISING POLICY
                                    12/21/92

   Just   one more way we try  to help  you make this  program a success is by
   helping out with the cost of certain types of advertising.

   On   an individual approval  basis, we are   willing to pay  up to one half
   ($37.50   at the current price) of the cost   of a one page, two week ad on
   Prodigy's TPI on line classified service.

   We  have been advertising  there for quite   some time now   with very good
   results.   The average number of responses   from our ad's has been between
   15 and 35 per day. Most of the names we use with PRO-PAKS have responded to
   our Prodigy ad's.

   We   have  used  the   classifications  "COMPUTER  SOFTWARE"  and "BUSINESS
   OPPORTUNITIES" with equally good results.

   If   you decide to  try our CO-OP   program, you need  to consider the fact
   that   you will probably be competing  for prospects with us. There will be
   many people responding to our ad(s) as well as yours.

   Since  we use the names we get with  the PRO-PAKS that we sell to sponsors,
   they   take some time to answer.  You can  get the jump  on us by sending a
   catalog   disk (and whatever  other  promotional material  you use), to the
   prospect right away.

   The   more you understand about how   our marketing program works, the more
   you   will realize  that there  is  no  "cut throat"  competition with this
   marketing plan.

   Because   of the spill down sales   (caused by the limited level commission
   matrix),   we  all benefit  from  sales  made  by  almost any  sponsor. The
   importance   is not so much on who makes   the sale, but simply that a sale
   gets made.

   If   you want  to make  your  commission matrix  as successful  as ours has
   been,  you should consider extending this  CO-OP advertising plan to one or
   more people in your down line.

   Here's what we mean.

   Once   you are  qualified for   commission (have  three or  more personally
   sponsored   members in your matrix), you  should start helping some of your
   down   line  sponsors,  after  all,   won't  they  get  more  excited about
   marketing   this program if they are   receiving a commission check too? If
   they make money, won't you?

   Offer   to help them with the  cost of  the ad (half  of their half) and of
   sending   out the disks and promotional   material, you will still earn the
   same   commission  from the  sales generated   and you  will be  building a
   strong down line of enthused sponsors.

   Explain   to them that as soon  as they start earning commission, they need
   to   be helping  some of  their sponsors   get qualified  so they  can help
   others and so on.






   That's   why Matrix Software has been  so successful, we have a strong down
   line   of enthused sponsors who have   realized that by helping others they
   are helping themselves as well. You can do it too.

   Here are copies of some ad's we have used successfully in the past.

   Canned ad # 1.
     Classification: COMPUTER SOFTWARE
     Ad Name:     

        REPLY WITH YOUR NAME & ADDRESS AND WE'LL
        SEND YOU A FREE VIRUS PROTECTION PROGRAM
        ALONG WITH OUR AUTOMATED SHAREWARE
        CATALOG ON 5.25" DISK. OVER 600 PROGRAMS
        ONLY .99 EACH TO MEMBERS. LET US SHOW
        YOU HOW YOU CAN MAKE MONEY WHILE YOU
        BUILD YOUR SHAREWARE LIBRARY.

   Canned ad # 2.   
     Classification: COMPUTER SOFTWARE
     Ad Name:

        Hundreds of programs for your IBM XT/AT
        or compatible less than $1 ea. BUSINESS
        programs, exciting new VGA action GAMES,
        WORD PROCESSING, DATA BASE, CLIP ART,
        GRAPHICS, ADULT, SPORTS, SPREADSHEETS 
        and many more. For FREE catalog on 5.25"
        disk, REPLY with your name and address.

    Canned ad # 3.  
      Classification: BUSINESS OPPORTUNITIES
      Ad Name: DISTRIBUTE SHAREWARE

        EARN MORE MONEY AND HAVE MORE FREE TIME
        THAN YOU EVER THOUGHT POSSIBLE.
         * YOU CAN DO IT IN YOUR SPARE TIME
         * NO SELLING - DO IT COMPLETELY BY MAIL
         * YOU CAN GET STARTED FOR LESS THAN $25
        Reply with name & address for FREE info.
        pack and sample program on 5.25" disk.


   Once   you have decided how you want your  ad to look, send us a copy of it
   via   EMAIL to  our prodigy  mail box   SFNH80A. Be  sure you  indicate the
   classification category you plan to run the ad in.

   Use the subject code "CO-OP ADVERTISING" so we'll know what it is.

   We  select ad's for co-op on a first  come first serve basis and the number
   of   ad's we co-op with at any one   time is limited. We will reply to your
   request   with an order # and the date   we will authorize the ad. You must
   be   prepared to start your ad on that   date in order to receive the co-op
   payment  which we will send just as soon  as we verify that the ad has been
   started.

   Be sure and keep track of the order #. When  you have started your ad, send
   us  a message on  EMAIL again and tell  us that you have  started the ad on
   order # xxx. Please include the exact ad name used so we can verify it.

   We   will mail you a check for  $37.50 before your ad expires. Prodigy will
   charge   the ad to your  credit card  so you  should receive our portion in
   time to apply it to the bill.

   We   wish  you the  best of   luck  in building  your mail  order shareware
   business.

   We  are not unlike any other sponsor it  this program in that we can't make
   money unless you do, and when we make money, so will you.

   Thank you for your support.







