                     MATRIX SOFTWARE MARKETING COMPANY
           MEMBERSHIP SPONSORING PROGRAM & COMMISSION STRUCTURE


 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 (MLM)
 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 a multi-level marketing plan such as this, 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, lots of money if you're willing to work a little.

 Here's how it works.

 As an ASC club member, you are permitted to sponsor other's into the club and
 earn commission from the dues and the purchases made by members you sponsor.

 As an incentive for you to help the people you sponsor to sponsor  additional
 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 and paid through what we call a 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  and
 ShareWare purchases made by all downline members in their commission matrix.

 The first level of the commission matrix has 3 commission slots,  the next 9,
 the next 27 the next 81 and so on.

 Sponsor's are  required  to  have 3 personally sponsored  members    in their
 commission matrix to qualify for commission.

 Once you have 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,
 we will need to make some assumptions.

 Let's assume  that  the average monthly dues and purchases from all  of  your
 down-line members  is  $2.89  and that over a period  of  time,  through your
 efforts and those of other sponsors in your matrix,  each commission slot has
 an active member.

 This is how the commission check would be calculated.

                         MAXIMUM      TOTAL               YOUR
                LEVEL    MEMBERS      SALES    x 6%  = COMMISSION
                  1           3        $8.67              $0.52
                  2           9       $26.01              $1.56
                  3          27       $78.03              $4.68
                  4          81      $234.09             $14.05
                  5         243      $702.27             $42.14
                  6         729     $2106.81            $126.41
                  7        2187     $6320.43            $379.23
                  8        6561    $18961.29           $1137.68
                  9       19683    $56883.87           $3413.03
                          =====                         =======
                          29523               TOTAL > $5,119.30 per month.


 Now remember, we're talking about an average purchase of only $2.89 per month
 from each  of  your  down  line members.  If some members  buy  more  than  1
 program/month, then your commission would be higher.

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

 This limitation is actually to your advantage when it comes to earning money.

 Because of the maximum member limitation on each level,  when a level becomes
 full, the  extra sales will spill down to the next level in the matrix to the
 first open commission slot.

 This means that you can actually end up earning commission from the sales  of
 sponsors ABOVE  you in the matrix,  as well as from those below you.

 Take a look at the diagrams below.

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

                                         Your Sponsor
                                              ³
                         ÚÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÅÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ¿
                         ³                    ³                     ³
 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.

 Remember, we  process  orders on our computer in the exact sequence  that  we
 receive them.

 The program we use will automatically credit the sale to the sponsor listed on
 the  order  form.

 It will position new members 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.


                                         Your Sponsor
                                              ³
                         ÚÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÅÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ¿
                         ³                    ³                     ³
 Sponsor's 1st level    YOU                  BILL                  JOE
                   ÚÄÄÄÄÄÅÄÄÄÄÄ¿        ÚÄÄÄÄÄÅÄÄÄÄÄ¿         ÚÄÄÄÄÄÅÄÄÄÄÄ¿
                   ³     ³
 Your 1st level   ANN   TOM



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

 When YOU sponsor your 3 (indicated by the X's in your 1st and 2nd levels) two
 of them will spill down to your 2nd level and into ANN's 1st level.

                                         Your Sponsor
                                              ³
                         ÚÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÅÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄÄ¿
                         ³                    ³                     ³
 Sponsor's 1st level    YOU                  BILL                  JOE
                   ÚÄÄÄÄÄÅÄÄÄÄÄ¿        ÚÄÄÄÄÄÅÄÄÄÄÄ¿         ÚÄÄÄÄÄÅÄÄÄÄÄ¿
                   ³     ³     ³
 Your 1st level   ANN   TOM    X
                 ÚÄÅÄ¿
                 ³ ³
 Your 2nd level  X X

 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 enough new members so that some have spilled down into your matrix.

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

 There is a bit more to it than just finding three people.

 As a sponsor you will be required to make and distribute updated catalog disks
 twice a year to all members in your matrix that you have personally sponsored.

 You must also 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.

 To help you keep track of your down-line sales and network  of  sponsors,  we
 send you a genealogy report with each commission check.

 The report  will  provide you with with  name,  address,  phone  number,  and
 purchase amount for the first three commission levels in your matrix.

 All new members orders and sponsors agreements are entered into our  computer
 for positioning in the matrix in the exact order that they are received.

 This means that the sooner you decide to become a member and a  sponsor,  the
 better your chances are to have other members end up in your matrix.

 Your commission  check will indicate the total number of downline members  in
 your matrix.

 Commission checks  are computed and mailed on or before the last day  of  the
 month following the month in which the orders are received. When our computer
 calculates commissions the guidelines 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 no, program moves on to the
    next sponsor, if yes, computations continue.

 2. If the three qualifying spawns were found the program will continue adding
    up  the  sales for  all  nine levels. Your commission report will indicate
    the amount sales on each level, total commission being paid for the period
    and total commission earned year to date.

 Commission due  for  amounts less than $10 will be carried over to  the  next
 period except in the case of membership termination where total commission due
 will be paid to the member.

 There will be a 2% accounting fee deducted from all commission checks.

 Sponsors will receive a form 1099 at the end of the year 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 plan.  What you can earn will  depend
 mostly on the amount of effort you are willing to put into the  program.

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

 If you have any questions about becoming a member/sponsor, please feel free to
 contact your sponsor or Matrix Software Company.

 To sign  up as a sponsor,  you must sign and return one copy of the  sponsors
 agreement to Matrix SoftWare.  You will be give the opportunity to print  the
 agreement when you exit this section.

 All ASC club members are assigned a unique members record number (MRN).

 After we receive the agreement we will send you a special sponsors master disk
 with your name and MRN on it.  You should use this disk for making additional
 ASC disks to give out to prospective members.  When orders are processed with
 your name and MRN you will automatically receive credit for the sale.


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