




   Hello BBS owner,  my name is Michelle Gorth,  owner of THE BBS PROFIT
   CENTER.  This is truly a golden opportunity for you to cash in on the
   enormous profit potential of the telecommunication industry.  In this
   industry,  in which you are already a contributor, I thank you for the
   service you currently provide.


   Because of the amount of information in this presentation a hypertext
   reader is provided for your convenience.  Please study this information
   carefully.  This is a new and unique opportunity that will take some
   time to fully understand all aspects of your profit potential.


   If you could use some extra money,  We would like to hire your BBS
   to promote a service and to recruit a sales team.  For your services
   you will be paid exceptionally well.  Now you can profit like never
   before and all it takes literally, is a phone call.


   Actually you wouldn't be working for The BBS PROFIT CENTER,  you would
   be an independent contractor for a marketing company that represents
   the nations largest privately held telecom company.  TEC ( Telephone
   Electronics Corporation,  see TEC.PCX ),  a seventy year old company that
   has a state of the art,  digital fiber optics communication network.
   TEC a quiet giant with 42 telecommunications companies,  130 switching
   sites which carries billions of minutes per year of phone calls.


   Your computer does all the selling while you sit back and collect
   commission on everything it sells,  and everyone in your organization
   sells,  month after month,  year after year.  Commission checks are
   mailed bimonthly.


      Requirements:


      1.  Personal computer with hard drive and modem.


      2.  $25 registration fee.  Which includes 12 monthly commission
          reports and 12 commission checks.  You will also receive a
          starter package to get you going.


      3.  Sign up with TEC for your long distance service.
          ( This is the only quota you have. )


   For individuals that also want to recruit a sales organization,  we
   have a FAST START SPECIAL for $494.00 and a FAST TRACK SPECIAL for
   $694.00.  These programs can generate income with your computer as
   your sales organization. It will be possible for you to have hundreds,
   even thousands of people working for you.  Study the RECRUITING chart
   below.  The chart illustrates the commission for a General Director 2.
   It shows potential commission on just one FAST TRACK sale and it assumes
   the new Director 5 will recruit just three more Director 5's for each
   level.

   LEVEL | RECRUITS | CARD SALES | TRAINING BONUS | TRAVEL BONUS | TOTAL   |
   -------------------------------------------------------------------------
      0  |  1       |  $30       |    $150        |    $10       | $190    |
      1  |  3       |  $36       |    $450        |    $30       | $706    |
      2  |  9       |  $108      |    $1,350      |    $90       | $2,345  |
      3  |  27      |  $324      |    $4,050      |    $270      | $7,998  |
      4  |  81      |  $1,072    |    $12,150     |    $810      | $22,300 |
      5  |  243     |  $3,216    |    $36,450     |    $2,430    | $64,396 |
   ------------------------------------------------------------------------|
   TOTALS|  364     |  $4,786    |    $53,600     |    $3,640    | $64,396 |

   The above chart DOES NOT include 1 plus long distance commission or
   commission on phone card renewals.  Remember this is just a computer
   screen.  We can predict what the computer is going to do but your sales
   organization is unpredictable.  You will make a minimum of  $190  on one
   recruit and in the process you have planted a money seed.  The more seeds
   you plant the more you harvest.  Remember,  the commission levels go to
   infinity and your computer can recruit and find customers 24 hours a day.
   See  FAST TRACK.PCX.


   Making money on a service that everyone needs is like owning your own
   utility company. You can sell all the major services that the BIG 3 sell
   (AT&T,  MCI and Sprint).  Residential and business long distance service,
   800 service and phone cards.  See MARKETS.PCX.


   FREE VACATION HOTEL ACCOMMODATIONS IN WAIKIKE,  HAWAII For six days and
   five nights or ACAPULCO,  MEXICO for five days and four nights or LAS
   VEGAS,  NEVADA for five days and four nights,  plus a $500 FUN PAK which
   includes  discounts for shows,  meals,  sightseeing,  and gaming specials.
   PUERTO VALLARTA,  MEXICO for five days and four nights.  Pick one if your
   a TEC customer and enjoy.


   We have exclusive NFL players assoc. phone cards.  These are collector
   cards that have high quality pictures of famous NFL stars and come with
   $10.00 in long distance credit.  When these card are renewed they are
   about half the cost of AT&T's long distance cards.  You will receive
   commission on renewals too.  Seven billion dollars yearly are spent
   on phone cards.  Use your computer to grab a couple of those digits or
   someone else will.


   The long distance market in the U.S. alone is one hundred billion dollars
   and is expected to reach one trillion dollars by the year 2000 according
   to Wall Street.  It is also the fastest growing at 10%,  with never a
   down year in its existence.


   We have a commission schedule and product promotion that will knock
   your socks off.  We are consistently lower than the BIG 3,  with
   one penny long distance calling, free product give aways and even
   vacations.  TEC will be your long distance company because of the high
   quality service and their extremely competitive prices on long distance.
   See SAVINGS.PCX.


   You don't have to change your boards format,  just keep a shareware
   file available.  A file similar to this but with your BBS as the
   sponsor.  If your board has shareware files now,  you are advertising
   for the shareware authors.  Why not advertise for your GAIN?
   Everyone dreams of starting their own business,  you could make that
   dream come true and get paid for doing it.


   There are other advantages to being a contractor for our services.
   No fee BBS's can take tax deductions like any other small business,
   including your location or part of it and your equipment.  We are not
   a tax shelter,  if anything we will be a tax liability.  I don't see
   a problem with that,  do you?  See IRS publication 587!


   It takes a while to establish a customer base,  but if you have a
   BBS,  you have a gold mine.  You could waive your access fee if your
   customers sign up with TEC.  You structure it the way you want to,  but
   they are saving money by switching and you will make money on all of
   their long distance calls every month.


   You could have a screen that would state something like:  Save BIG on
   long distance calling and receive every 11th call for up to 10 minutes,
   for only 1 cent,  plus FREE VACATION HOTEL ACCOMMODATIONS.  Our travel
   club offers:  A full 50% discount at over 2,500 hotels and motels
   worldwide.  A full 50% discount on beautiful vacation condos worldwide.
   Savings of $300 to $1000 on ocean cruises.  Special discounts and free
   mileage on car and RV rentals.  Guaranteed lowest published air fares,
   plus 5%  cash rebates on airline tickets.

   You could offer reduced rates or free access to your BBS.  The
   possibilities are endless for you to sit back and make a lot of money,
   this is only the beginning.  You could recruit a sales force in a
   similar manner.  Recruiting can generate big income and it's easy
   with FUNDS.ZIP,  your computer and the shareware concept.


   We will help you every way possible to create a business that could
   generate more income than a string of McDonald restaurants.


   We are offering 3 separate businesses:


     1-  Representatives:


     Collect customers for residential and commercial 1+ long
     distance and 800 numbers and you can sell phone cards to
     receive commission on renewals.  Just order $200 dollars of phone
     cards in a month and you will be promoted to a Director 1.  No
     quotas to meet,  no pressure of any kind.  This is your business,
     work when and where you want in the United States.  See CARDCOM.PCX.


     Director 1 thru 5:


     Same as above,  but can sponsor Reps. and Directors.  Directors
     also receive 15% commission on all direct card sales and 3%
     commission on all card sales and renewals in their downline.


     2-  General Director 1:


     When you are a Director 5 and you promote three Director 5's,
     you move up to a General Director 1 and for every Director you
     promote,  you will receive a $50.00 bonus.  If they promote
     a Director,  you will receive another $50.00,  all the way to
     infinity.  Fair and wealth accumulating,  but there is more.
     This bonus is a yearly bonus and after a year,  if they are
     still  in your organization,  you will receive $50.00  for all
     Directors in your business.  You will also receive 6% on your
     renewals 5 levels deep and no limits on down levels all the way
     to infinity at 3%.


     3-  General Director 2:


     If you promote ten Director 5's anywhere in your downline,  you move
     to General Director 2 and you still keep all the other positions
     with all the monthly commissions.  Your commission goes up to 8%
     and you receive $100.00 bonus for every Director in your organization
     as a General Director 2.  Believe it,  some organizations will have
     hundreds perhaps thousands of Directors being promoted monthly.
     $100.00 x $100.00 = $10,000.00,  what about your organization?  The
     General Director positions are by appointment only,  but currently
     are being offered to anyone meeting the above requirements.



   This commission plan is the highest ever in network marketing.  General
   Directors also receive a $10.00 credit for all Directors in their
   downline.  This special bonus money can be used for airline tickets
   for your vacation or other company sponsored functions.


   Special limited time offering,  FAST START SPECIAL for $494.00,  start
   as a Director 3. Includes:  appointment to a Director-3,  $200 in phone
   cards,  $200 in discount coupons,  $249 S.A.S.,  $25 registration,  $34
   literature and sales aids.  Offer can be withdrawn at any time.


   Special limited time offering,  FAST TRACK SPECIAL for $694.00,  start
   as a Director 5.  Offer can be withdrawn at any time.  Just sell 3 FAST
   TRACK SPECIALS  and become a General Director 1.  One contractor did
   it in less than 24 hours..See FAST TRACK.PCX.


   Americall (AMCALL for short) is a marketing arm for TEC.  They are lead
   by two of the greatest network marketeers of all time.  Simply a
   brilliant program.


   Everyone can use a phone card,  see MARKETS.PCX.


   Fundraisers receive income month after month.  Churches,  sports teams,
   scouts and any organization that needs to raise money.  If you could
   sponsor one large organization with a thousand people, and they agreed
   to signed up,  you would receive 3% of all of their long distance calls.
   The organization would also receive 3%.  Everyone would save money on
   their calls and the organization would receive monthly income to spend
   on their members.  The organization members could sell phone cards to
   raise additional money.

   The members could also collect long distance customers and receive an
   additional 3% on them.  They can  sell our travel package which cost
   $3.00 for $9.95.  The travel package will be nationally advertised
   for $39.95,  and will be a steal at $9.95.


   Members receive all the benefits of our program, and can go on vacations
   together. The organization wouldn't be asking the members to buy something,
   just switching from the company they currently pay now for their long
   distance service.  What does this mean to you?


   Example: 1,000 members each find 10 long distance customers.  1,000 +
         10,000 = 11,000 customers.  Average monthly L.D. bill is
         $30.00.  11,000 X $30.00  =  $330,000.00.  $330,000.00 X 3%
         =  $9,900.00.  $9,900.00 monthly commission for the sponsoring
         General Director.  $9,900.00 monthly commission for the organization.
         How much candy would the organization have to sell to make that,
         and this doesn't include commission on phone card or TRAVEL CLUB
         sales?  Just do it once for perpetual monthly income.  How much
         effort would you spend to get an organization to start a fundraiser?

                        THE ULTIMATE FUNDRAISER !!!


   This is a regulated utility and the Big 3 currently spend about 3 million
   a day on advertising.  TEC will be a household name shortly and your BBS
   can help us accomplish this.



                               THE COMPANY


   SOME OF OUR DISTRIBUTORS ARE FINANCIALLY SECURE,  SOME ARE WEALTHY,
   AND SOME ARE EVEN RICH,  BUT THE MAJORITY ARE JUST AVERAGE PEOPLE WHO
   ARE LOOKING FOR A WAY TO BECOME MORE FINANCIALLY SECURE BY ACCUMULATING
   WEALTH.


   WE BELIEVE THERE ARE THREE SECRETS TO REACHING THESE GOALS: (1) YOU
   CAN'T GET RICH WITH JUST TWO HANDS AND ONE MOUTH.  RICH PEOPLE HAVE
   PEOPLE WORKING FOR THEM AND EARNING THEM A PROFIT WHILE THEY VACATION,
   SLEEP,  PLAY OR RETIRE; (2) YOU CAN'T GET RICH ON A FORTY HOUR WEEK.
   YOU HAVE TO BE WILLING TO GIVE EXTRA EFFORT.  YOU CAN STAY RICH ON A
   TEN HOUR WEEK BUT TO GET RICH TAKES GREAT EFFORT; (3) YOU NEED LUCK TO
   FIND OPPORTUNITY BUT YOU NEED AWARENESS TO RECOGNIZE IT WHEN IT COMES
   ALONG;  WE ARE BUILDING THIS COMPANY WITH THESE TRUTHS AS OUR
   GUIDELINES.


   THE AMCALL CORPORATION IS A TEXAS CORPORATION WITH HOME OFFICES IN
   DALLAS,  TEXAS.  THE COMPANY IS A TELECOMMUNICATIONS MARKETING
   COMPANY WHICH REPRESENTS THE NATIONAL TELECOM SERVICES OF THE LARGEST
   PRIVATELY HELD TELECOM SYSTEM IN AMERICA,  TELEPHONE ELECTRONICS
   CORPORATION,  (T.E.C.).


   THE  T.E.C.  SYSTEM BEGAN IN 1923,  THE YEAR AFTER THE DEATH OF
   ALEXANDER GRAHAM BELL,  THE INVENTOR OF THE TELEPHONE.  THE COMPANY
   PRECEDES M.C.I. AND SPRINT BY DECADES.  EXECUTIVES OF TEC,  AWARE OF
   THE TREMENDOUS VOLUME OF SALES THEIR COMPETITORS WERE ADDING THROUGH
   NETWORK MARKETING,  SELECTED AMCALL AND IT'S EXPERIENCED EXECUTIVE
   STAFF TO PROVIDE A SIMILAR PROGRAM FOR T.E.C. AND IT'S AFFILIATES.


   SELECTING THE RIGHT LONG DISTANCE COMPANY IS CHALLENGING.  THE CHOICE
   IS USUALLY BETWEEN HIGHER PRICES WITH PROVEN SERVICES VERSUS LOWER
   PRICES WITH QUESTIONABLE SERVICE CAPABILITIES.  WITH TEC THE CUSTOMER
   DOES NOT SACRIFICE TIME-PROVEN DEPENDABILITY FOR LOWER PRICES.  BY
   PUTTING GENERATIONS OF EXPERIENCE BEHIND THE MOST ADVANCED
   TELECOMMUNICATIONS SERVICES,  WE OFFER THE BEST OF BOTH WORLDS IN
   LONG DISTANCE COMMUNICATIONS FOR A LOT LESS.


   ROBERT W. DEPEW IS CHAIRMAN OF THE AMCALL CORPORATION.  ROBERT BEGAN
   HIS NETWORKING CAREER IN 1960 AS A DISTRIBUTOR OF NUTRI-BIO,  ONE OF
   THE FIRST NETWORK MARKETING COMPANIES IN AMERICA.  SINCE THEN,  HE HAS
   BEEN AN EXECUTIVE WITH SEVERAL OF THE MOST SUCCESSFUL COMPANIES IN
   NETWORK MARKETING.  HE COUNTS AMONG HIS PAST DOWNLINES MANY MILLIONAIRES
   AND SEVERAL MULTI-MILLIONAIRES.


   JAMES W. TOLBERT IS PRESIDENT OF THE AMCALL CORPORATION.  JIM IS KNOWN
   THROUGHOUT THE NETWORKING INDUSTRY AS THE FASTEST AND MOST EFFECTIVE
   FIELD ORGANIZER IN THE BUSINESS.  JIM HAS TAKEN COMPANIES FROM ZERO TO
   SEVENTY MILLION A YEAR IN A FEW SHORT YEARS.  HE IS A PIONEER IN TELECOM
   NETWORKS AND MORE THAN ONE COMPANY OWES MUCH OF ITS SUCCESS TODAY TO HIS
   INITIAL GUIDANCE AND CREATIVITY.


   IN ALL OF OUR EXPERIENCE IN NETWORK MARKETING,  WE HAVE NEVER SEEN
   PRODUCTS WITH SUCH UNIVERSAL APPEAL.  PRODUCTS THAT ARE COMPETITIVELY
   PRICED WITH THE GIANTS OF THE INDUSTRY,  COUPLED WITH AN EXPERIENCED
   PRODUCT PROVIDER WITH A 70 YEAR TRACK RECORD OF CUSTOMER SATISFACTION.
   AMCALL HAS IT ALL.  NO ONE ELSE DOES.


                         THE AMCALL DEPOSIT CARD:


   OUR DEPOSIT CARD IS A NEW INNOVATION IN LONG DISTANCE CALLING.  BECAUSE
   THE PAYMENT FOR ALL CALLS IS DEPOSITED IN ADVANCE (PRE-PAID) WE HAVE NO
   BILL COLLECTION STAFF,  NO FRAUD,  NO NON-PAYMENTS AND NO CREDIT CHECKS.
   THIS ENABLES US TO OFFER PRICES LOWER THAN THE COMPETITION WITH THE SAME
   HIGH QUALITY FIBER OPTICS SYSTEMS.


   THE DEPOSIT CARD CAN BE USED FOR INTERNATIONAL CALLS AS WELL AS DOMESTIC
   CALLS WITHIN THE CONTIGUOUS FORTY-EIGHT STATES.  INTERNATIONAL CALLS AND
   CALLS TO HAWAII AND ALASKA USE TIME FASTER BUT THE CONVENIENCE OF MAKING
   THESE CALLS IS ALWAYS A VALUABLE ASSET.


   YOUR AMCALL DEPOSIT CARD HAS YOUR PERSONAL SECURITY CODE SEALED INSIDE
   THE SPECIAL ENVELOPE.  THIS WILL BE YOUR PERMANENT CODE.  YOUR DEPOSIT
   CARD HAS $10.00 WORTH OF CALLS PRICED BELOW AT&T's MCI, AND SPRINTS
   COMPARABLE DEBIT CARD RATES.  THE RATE ON ALL FUTURE DEPOSITS WILL BE
   CUT NEARLY IN HALF AND YOUR SAVINGS WILL BEGIN TO SKYROCKET!  STUDY
   COMPARATIVE RATE CHART BELOW.  WHILE STUDYING THE COMPARISON REMEMBER,
   OUR DEPOSIT CARD HAS THE TAX INCLUDED IN ITS RATES


               COMPARISON    PHONE PASS   AT&T   SPRINT   WORLD DIRECT

               PER MINUTE    $.333        $.60   $.50     $.75
               5 MIN. CALL   $1.67        $3.00  $2.50    $3.75
               WHY PAY EXTRA    0         80%    50%      125%


   OUR CARD IS EASY TO USE.  SIMPLE DIRECTIONS ARE WRITTEN ON THE BACK OF
   THE CARD AND VOICE PROMPTS ARE GIVEN DURING THE DIALING SEQUENCE,  MAKING
   IT EASY TO FOLLOW.  OUR CUSTOMERS ONLY PAY FOR THEIR ACTUAL CONVERSATION
   TIME AND ARE NOT CHARGED FOR VOICE PROMPTS,  DIALING TIME,  BUSY SIGNALS
   OR UNCOMPLETED CALLS.


   THE AMCALL DEBIT CARD IS DESIGNED PRIMARILY TO TAKE THE PLACE OF CREDIT
   CARD CALLS WHILE YOU ARE AWAY FROM YOUR HOME PHONE.  USE IT AT PAY PHONES
   IN TOWN IF YOU'RE CAUGHT WITHOUT CHANGE.  USE IT FOR LONG DISTANCE CALLS
   FROM FRIENDS HOMES.  YOU CAN GIVE IT AS A GIFT OR AS AN EMERGENCY "CALL
   HOME" CARD FOR THE STUDENT AWAY AT COLLEGE.  THE USES ARE UNLIMITED.  THE
   AMCALL CARD IS A GREAT FUND-RAISER.  WE PAY A CONTINUING RESIDUAL INCOME
   TO THE CLUB OR CHARITY THAT USES IT AS THEIR FUND-RAISER.


   OUR SPORTS CARDS DOUBLE AS TELEPHONE CALLING CARDS AND COLLECTABLE.
   THERE ARE NEARLY TWO MILLION SPORTS CARD COLLECTORS INTERNATIONALLY.
   PHONE CARD COLLECTOR MAGAZINES ARE APPEARING IN GREATER NUMBERS THIS
   YEAR IN THE U.S.A. AND COLLECTOR CONVENTIONS ARE BEING ANNOUNCED ALL OVER
   AMERICA.  OUR COLLECTOR CARDS OF NFL PLAYERS WILL BECOME A STANDARD THAT
   EVERY COLLECTOR WILL WANT.  WE HAVE THE EXCLUSIVE LICENSE GRANTED BY
   THE NFLPA FOR THE USE OF THEIR PLAYERS ON TELEPHONE CARDS.


   ALL CARDS ARE "HOT" WHEN THEY LEAVE THE HOME OFFICE AND READY TO USE THE
   MOMENT THE SECURITY ENVELOPE IS OPENED.  THE CUSTOMER WILL BE ADVISED
   WHEN THE TIME DEPOSIT IS NEARING ZERO.  HE OR SHE CAN THEN " RE-DEPOSIT "
   BY USING THEIR VISA OR MASTER CARD AND CALLING OUR CUSTOMER SERVICE OR,
   IF THE CUSTOMER HAS SIGNED OUR AUTOMATIC RENEWAL AGREEMENT,  THEIR CARD
   WILL BE AUTOMATICALLY RENEWED BEFORE THE TIME RUNS OUT.  THESE AUTOMATIC
   RENEWALS WILL SHOW ON THEIR REGULAR CREDIT CARD BILLINGS.



                ONE-PLUS LONG DISTANCE AND THE PENNY CALL


   ONE-PLUS LONG DISTANCE CALLS ARE THOSE CALLS MADE FROM HOME OR OFFICE
   WHEN YOU DIAL 1 PLUS THE AREA CODE AND NUMBER YOU'RE CALLING.


   WE OPERATE OVER A STATE OF THE ART FIBER OPTIC/DIGITAL NETWORK THAT IS
   UNSURPASSED IN TRANSMISSION QUALITY.  OUR DIGITAL SWITCHING FACILITIES
   OFFER MAXIMUM SPEED AND ROUTING ACCURACY AND ARE MONITORED AROUND THE
   CLOCK.  OUR TEC AFFILIATES HAVE BILLING AGREEMENTS WITH MANY OF THE BELL
   COMPANIES,  GTE AND OTHER LOCAL EXCHANGE CARRIERS.  WE ARE DEDICATED TO
   CUSTOMER SATISFACTION THROUGH EXCELLENCE IN CUSTOMER SERVICE.


   THROUGH THIS UNIQUE COMBINATION OF DECADES OF TELECOM EXPERIENCE,  MILLIONS
   OF SATISFIED CUSTOMERS AND THE VERY BEST OF THE NEW TECHNOLOGIES,  WE ARE
   ABLE TO PROVIDE AMCALL CUSTOMERS WITH OUTSTANDING ONE-PLUS LONG DISTANCE
   SERVICES FOR A LOT LESS THAN ONE WOULD EXPECT TO PAY.


   AFTER THE CUSTOMER MAKES TEN LONG DISTANCE CALLS OF ANY LENGTH,  THE
   ELEVENTH CALL WILL COST    ONLY ONE CENT    FOR UP TO A FULL 10 MINUTES
   TO ANY LOCATION IN THE 48 CONTIGUOUS STATES!  IF THE ELEVENTH CALL IS
   OVER TEN MINUTES.  THE PENNY CALL WILL AUTOMATICALLY MOVE TO TWELFTH
   CALL,  ETC.  OUR LONG DISTANCE RATES ARE CONSISTENTLY LOWER THAN AT&T,
   SPRINT AND MCI.  AND AMCALL'S PENNY CALL CAN REDUCE THE COST UP TO AN
   ADDITIONAL 10% OR MORE!


   ALL THAT IS NEEDED TO SWITCH TO THE LOW AMCALL RATES IS A CUSTOMER'S
   AUTHORIZATION TO CHANGE BY SIGNING A FORM WHICH IS CALLED A LETTER OF
   AGENCY (LOA).  THE CUSTOMER SIGNS THE AUTHORIZATION SLIP,  THE
   REPRESENTATIVE FORWARDS THE L.O.A. TO AMCALL BY MAIL OR FAX AND THE
   CHANGE IS MADE.  IN MOST CASES.  BILLINGS WILL BE SENT JUST AS THE
   CUSTOMER IS ACCUSTOMED TO RECEIVING THEM NOW.  THE MONTHLY CHARGES
   WILL APPEAR ON THE REGULAR PHONE BILL AS A VARTEC, TELEPHONE EXPRESS,
   COMMUNICATIONS GROUP,  TRANSTEL,  OR OTHER T.E.C. AFFILIATED COMPANY
   CHARGE.  THERE ARE NO HOOK-UP CHARGES OR OTHER FEES CHARGED TO BECOME
   AN AMCALL ONE-PLUS CUSTOMER.  IN SOME CASES THE LOCAL OPERATING COMPANY
   MAY HAVE A NOMINAL CHANGE-OVER CHARGE BUT THIS WILL BE RECOVERED VERY
   QUICKLY BY THE LOWER RATES AND THE PENNY CALLS



                             THE INCOME PLAN


   THE AMCALL INCOME PLAN IS UNIQUE IN THE TELECOM INDUSTRY,  NO OTHER
   NETWORKING COMPANY OFFERS THE VARIETY OF SERVICES AND THE HIGH COMMISSIONS
   THAT THE AMCALL PROGRAM OFFERS.  NO OTHER COMPANY OFFERS A CARRIER WITH
   SEVENTY YEARS EXPERIENCE AND EXPERTISE.


   FOR THE FIRST TIME IN OUR MARKETING EXPERIENCE WE HAVE A PRODUCT THAT
   IS DISTINCTLY DIFFERENT FROM OTHER NETWORKING COMPANIES PRODUCTS.
   NORMALLY,  THEIR PRODUCTS ARE PRICED FAR ABOVE NORMAL COMMERCIAL PRICES.
   THIS IS NOT SO WITH AMCALL TELECOM SERVICES.  OUR PRICES ARE ACTUALLY
   BELOW THE GIANTS OF THE INDUSTRY.  HOW MANY OTHER DIRECT SALES COMPANIES
   CAN MAKE THAT STATEMENT?


   ANOTHER BIG DIFFERENCE IS THE POWER OF OUR REPEAT BUSINESS WITH REPEAT
   COMMISSIONS.  NORMALLY,  REPEAT BUSINESS SALES OF OTHER NETWORK PRODUCTS
   REQUIRE TOO MUCH EFFORT IN DELIVERY TO BE PROFITABLE AND ATTRACTIVE TO THE
   REPRESENTATIVE.  WITH AMCALL YOUR CUSTOMERS RE-BUY DIRECTLY FROM THE
   COMPANY THROUGH CALL-IN RENEWALS OR BY AUTOMATIC RENEWALS OF THE AMCALL
   CARD BY CREDIT CARD OR ARE BILLED DIRECTLY FOR THEIR AMCALL ONE-PLUS
   SERVICE.  THE REPRESENTATIVE IS NOT INVOLVED EXCEPT TO RECEIVE COMMISSIONS
   ON ALL OF THIS REPEAT BUSINESS.  A MONTHLY COMPUTER REPORT ON ALL OF YOUR
   CUSTOMERS AND THE VOLUME THEY GENERATED IS SENT ALONG WITH YOUR COMMISSION
   CHECK.  ALSO,  WE DO NOT REQUIRE PARTICIPANTS TO INVEST HEAVILY IN ORDER
   TO EARN THEIR COMMISSIONS.  A NEW REPRESENTATIVE CAN BEGIN WITH A FEW
   DOLLARS WORTH OF LITERATURE AND WORK THEIR WAY TO THE VERY HIGHEST FIELD
   POSITION WITHOUT FURTHER INVESTMENT.



                            THE REPRESENTATIVE


   ANYONE WISHING TO BECOME AN AMCALL REPRESENTATIVE WILL PROBABLY WANT
   TO PURCHASE THEIR OWN AMCALL DEPOSIT CARD AND SWITCH THEIR OWN TELEPHONE
   TO THE TEC SYSTEM.  MOST WILL UNDERSTAND THAT IT IS HARD TO SELL SOMETHING
   YOU DO NOT USE YOURSELF.  THE PURCHASE OF AN AMCALL CARD IS NOT A
   REQUIREMENT FOR BECOMING A REPRESENTATIVE,  HOWEVER.


   HERE ARE THE STEPS NECESSARY TO BECOME A REPRESENTATIVE.  EVERYONE STARTS
   THEIR AMCALL CAREER AT THE REPRESENTATIVE LEVEL.

   1. ASK YOUR SPONSOR TO FILE YOUR REPRESENTATIVE APPLICATION AND AGREEMENT
   WITH AMCALL.  YOU WILL BE MAILED A REP STARTER PACKAGE WHICH INCLUDES
   BROCHURES,  APPLICATIONS AND OTHER MATERIALS TO HELP YOU GET OFF TO THE
   BEST START.  THE $25 ANNUAL REGISTRATION FEE ALSO PAYS FOR TWELVE MONTHLY
   REPORTS ON ALL YOUR CUSTOMERS AND WILL BE ACCOMPANIED BY YOUR MONTHLY
   COMMISSION CHECKS.


   2. NEXT,  SELL $200 WORTH OF DEPOSIT CARDS THAT YOU WILL PURCHASE FROM
   YOUR DIRECTOR SPONSOR DURING A SINGLE CALENDAR MONTH.  YOU MAY PURCHASE
   THEM ONE OR TWO AT A TIME AS YOU ENROLL NEW CUSTOMERS.  YOUR SPONSORING
   DIRECTOR WILL NOW REORDER $200 WORTH OF CARDS ON A DIRECTOR ORDER FORM
   AND PLACE YOUR NAME IN THE PROMOTION SECTION OF THE ORDER FORM.  YOU
   ARE NOW A DIRECTOR-1.


   3. YOU MAY WISH TO QUALIFY QUICKLY FOR THE DIRECTOR-1 POSITION.  YOU MAY
   DO SO BY REGISTERING AS A REP AND THEN PURCHASING FOR RESALE TWENTY CARDS
   FOR $200 FROM YOUR DIRECTOR SPONSOR AND FILLING OUT A DIRECTOR ORDER AND
   PROMOTION FORM.  YOU WILL WANT TO SUBSCRIBE TO THE OPTIONAL SPECIAL
   ADMINISTRATIVE SERVICES OFFERED TO ALL DIRECTORS FOR A NOMINAL ANNUAL
   CHARGE.  THE MANY SERVICES PROVIDED BY THIS SPECIAL PROGRAM MAKE IT WELL
   WORTH THE COST OF ONLY A FEW CENTS PER DAY.  THIS S.A.S. IS AN ANNUAL
   FEE.  THE SERVICES INCLUDED IN THE S.A.S. ARE EXPLAINED LATER.  YOU
   MAY MOVE TO EVEN A HIGHER POSITION IF YOU ARE EXPERIENCED IN BUSINESS
   SUCH AS OURS OR ARE OTHERWISE CONFIDENT IN YOUR ABILITIES.  THE HIGHER
   THE POSITION THE DEEPER THE COMMISSIONS ARE PAID DOWNLINE.


   4. FROM TIME TO TIME,  AMCALL OFFERS SPECIAL "FAST TRACK" OPPORTUNITIES
   WHICH ALLOW A NEW PARTICIPANT TO MOVE UP THE PROMOTION LADDER VERY FAST.
   SEE FAST TRACK.PCX.


                               DIRECTORS 1


   DIRECTOR-1 IS THE FIRST STEP UP THE AMCALL WEALTH ACCUMULATION LADDER.
   ONCE HE OR SHE HAS BEEN PROMOTED,  THE DIRECTOR PURCHASES ALL LITERATURE,
   SALES AIDS AND CARDS DIRECTLY FROM THE COMPANY.  YOU NOW BEGIN TO EARN A
   COMMISSION ON ALL DEBIT CARDS YOU PERSONALLY SELL TO THE ULTIMATE USERS
   PLUS A COMMISSION ON ALL CARDS SOLD BY YOUR REPRESENTATIVES.  LICENSED
   CARDS PAY SLIGHTLY DIFFERENT COMMISSIONS.


   ON ALL CARD SALES AND RENEWALS,  OUR COMMISSION SYSTEM PAYS A BASE 2%
   UPLINE FIVE GENERATIONS (LEVELS).  WE ALSO ADD AN EXTRA 1% - A FIFTY
   PERCENT RAISE EACH CALENDAR MONTH IF THE DIRECTOR'S MONTHLY DEBIT CARD
   VOLUME HAS REACHED OR EXCEEDED $200.  SINCE THE REPS ARE BUYING THROUGH
   THE DIRECTOR,  THIS MEANS ALL OF HIS OR HER REP'S SALES WILL COUNT
   TOWARD THE BONUS GOAL.  A DIRECTOR-1 WHO HAS QUALIFIED THAT MONTH WILL
   ALSO EARN THE FULL 3% (2% + 1% BONUS),  WHEN THEIR CUSTOMERS RENEW THEIR
   DEPOSIT CARDS.


   EACH OF OUR SERVICES ARE PRICED DIFFERENTLY,  RESULTING IN GROSS PROFIT
   MARGINS THAT VARY CONSIDERABLY.  THEREFORE,  PRICES,  PROFITS, COMMISSIONS
   AND OVERRIDES VARY FROM PRODUCT TO PRODUCT.


   THE NEXT DIRECTOR PRIVILEGE IS INDEED UNIQUE IN THE NETWORKING INDUSTRY.
   NORMALLY IN NETWORKING,  SOMEONE YOU RECRUIT CAN PASS YOU UP ON THE LADDER
   OF SUCCESS AND PROMOTION CAUSING YOU TO LOSE COMMISSIONS.  NOT WITH
   AMCALL!  WE BELIEVE THAT THOSE WHO CAUSED THE ACTION SHOULD BENEFIT
   FROM THE ACTION.  THEREFORE,  AS AN AMCALL DIRECTOR PERSONALLY CREATES
   ANOTHER DIRECTOR,  HE OR SHE IS AUTOMATICALLY MOVED UP ONE STEP TO THE
   NEXT DIRECTOR POSITION,  YOU CAN ACTUALLY BE  "CARRIED THROUGH THE
   CHAIRS" BY THOSE DIRECTORS WHO JOIN YOUR ORGANIZATION.


   AN EXISTING DIRECTOR CAN BE PROMOTED ONLY ONE STEP PER EACH NEW
   PERSONALLY ENROLLED DIRECTOR,  REGARDLESS OF THE NUMBER OF CARDS THE
   NEW DIRECTOR ELECTS TO PURCHASE FOR RESALE.


   WHEN A DIRECTOR-1 CREATES A NEW DIRECTOR-1,  THE ORIGINAL DIRECTOR-1
   BECOMES A DIRECTOR-2.  WHEN EACH NEW REP THEY PERSONALLY SPONSORED
   MOVES INTO THE DIRECTOR-1 POSITION,  THE ORIGINAL DIRECTOR MOVES UP
   ONE STEP ALSO.  AT AMCALL,  WE BELIEVE IN A "FAST-TRACK" FOR EVERYONE.
   SEE CARDCOM.PCX.



                            HOW THE PLAN WORKS


   AS YOU CAN SEE,  EACH STEP FROM REPRESENTATIVE TO DIRECTOR-5 REQUIRES $200
   IN AMCALL CARD SALES,  DIRECTORS WILL PURCHASE THEIR CARDS FROM THE HOME
   OFFICE IN GROUPS OF 20 CARDS FOR RESALE THEMSELVES AND TO SUPPLY ANY REPS
   IN THEIR DOWNLINE.  DIRECTORS ARE DISCOURAGED FROM INVENTORYING MORE CARDS
   THAN THEY AND THEIR REPRESENTATIVES CAN REALISTICALLY EXPECT TO SELL TO
   ULTIMATE CUSTOMERS WITHIN THE FOLLOWING THIRTY DAYS.


   OUR PLAN ALLOWS FOR AUTOMATIC PROMOTIONS THROUGH THE "CHAIRS" TO THE
   DIRECTOR-5 POSITION,  WHICH PAYS 15% ON ALL PERSONAL CUSTOMER ENROLLMENTS
   AND UP TO 3% ON ALL CARD RENEWALS BY DIRECTORS AND THEIR REPS DOWNLINE.
   THESE SAME 3% OVERRIDES (2% BASIC PLUS 1% BONUS) ON CARD SALES AND
   RENEWALS ARE PAID ONE LEVEL DEEP TO A DIRECTOR-1,  TWO LEVELS DEEP TO A
   DIRECTOR-2,  THREE LEVELS DEEP TO A DIRECTOR-3,  AND SO ON.  WHEN A
   DIRECTOR BUYS CARDS,  OR WHEN A CUSTOMER RENEWS A CARD OR PAYS THEIR
   REGULAR TELEPHONE BILL,  FIVE DIRECTOR LEVELS AND TWO GENERAL LEVELS
   EARN A PROFIT.  THIS IS OUR BASIC MARKETING PLAN.


   AS YOU CAN SEE FROM CARDCOM.PCX,  THE G-1 IS PAID THEIR REGULAR BASIC 2%
   PLUS 1% BONUS JUST AS EVERY OTHER DIRECTOR-5,  FIVE DEEP.  HOWEVER,  A
   GENERAL'S BONUS IS ADDED TO THE BASIC COMMISSION FOR A POTENTIAL AS HIGH
   AS 6% FOR A GENERAL DIRECTOR 1 ON THE FIRST FIVE LEVELS DEEP AND 3% ON ALL
   LEVELS BELOW,  TO INFINITY.  THIS PERCENTAGE EXAMPLES APPLIES TO CARD
   SALES,  OTHER PRODUCTS HAVE DIFFERENT COMMISSIONS.


   WHEN A NEW GENERAL DIRECTOR-1 DEVELOPS ANYWHERE BELOW THE OLD G-1,  THE
   OLD G-1 RETAINS HIS GENERAL'S OVERRIDE TO INFINITY ON THE DOWNLINE IN
   EXISTENCE ON THE DATE OF THE NEW G-1'S APPOINTMENT.  THE NEW G-1 RECEIVES
   THE EXTRA GENERAL'S BONUS ONLY ON THE NEW ORGANIZATION THEY BUILD FROM
   THAT POINT FORWARD.  THE OLD G-1 NEVER HAS TO GIVE UP ANY DOWNLINE
   OVERRIDES THEY ONCE RECEIVED.  AS THAT ORIGINAL DOWNLINE CONTINUES TO
   GROW,  THEY CONTINUE TO RECEIVE THE BONUS ON ALL OF THOSE NEW ADDITIONS
   TO THEIR DOWNLINE TO INFINITY!  INNOVATIVE!  FAIR!  WEALTH ACCUMULATION!


   THE POSITION OF GENERAL DIRECTOR-2 IS OUR HIGHEST POSITION.  IT WORKS
   THE SAME AS THE G-1 POSITION EXCEPT THAT ANOTHER BONUS PERCENTAGE IS
   ADDED.  COMMISSIONS OF POTENTIALLY 8% 5-DEEP, AND 5% ON DIRECTORS BELOW
   LEVEL FIVE AND 2% ON DIRECTORS THAT ARE DOWNLINE OF ANY G-1'S YOU HELPED
   PROMOTE,  MAKE THE G-2 POSITION THE MOST ATTRACTIVE AND EXCITING PART
   OF THE AMCALL EXPANSION PLAN.


   QUALIFICATIONS FOR THE GENERAL DIRECTOR 1 AND 2 POSITIONS WILL BE
   DISCUSSED WITH YOU IN DETAIL BY YOUR PRESENT G-1 OR G-2 AFTER YOU HAVE
   REACHED THE DIRECTOR-5 POSITION,  SPECIAL GENERAL DIRECTOR TRAINING MUST
   BE COMPLETED AND BEFORE EACH APPOINTMENT,  A "GENERAL PROMOTION
   APPLICATION AND AGREEMENT" MUST BE SENT IN UPON QUALIFYING FOR THE
   POSITION.


   AMCALL PAYS COMMISSIONS THAT TOTAL AS MUCH AS 33% ON ALL AMCALL DEBIT
   CARD SALES,  20% ON CARD RENEWALS AND 12% ON OTHER LONG DISTANCE
   SERVICES.  THIS HIGH COMMISSION RATE IS UNPRECEDENTED AMONG OUR
   COMPETITORS.  NO OTHER COMPANY IN NETWORKING MATCHES AMCALL'S HIGH
   COMMISSIONS.


                     SPECIAL ADMINISTRATIVE SERVICES


   AMCALL OFFERS THE FOLLOWING SPECIAL ADMINISTRATIVE SERVICES (S.A.S) AS
   AN OPTION FOR THOSE DIRECTORS WHO CHOOSE TO HAVE MOST OF THEIR BUSINESS
   ADMINISTRATION COSTS AND THE EFFORT AND TIME REQUIRED HANDLED BY THE
   COMPANY.  THE SERVICES INCLUDE:

   DATA PROCESSING:  OUR COMPUTER MAINFRAME WILL KEEP TRACK OF YOUR ENTIRE
     CUSTOMER BASE AS WELL AS YOUR ENTIRE SALES ORGANIZATION AND WILL SUPPLY
     YOU WITH A COMPLETE PRINT-OUT EVERY MONTH.  THESE REPORTS WILL SHOW
     ALL PURCHASES FOR THE MONTH,  YOUR EARNINGS THAT MONTH AND EARNINGS
     YEAR TO DATE.  THIS WILL SAVE YOU HUNDREDS OF HOURS OF BOOKKEEPING AND
     ACCOUNTING.

   SALES TAX ACCOUNTING:  AMCALL WILL FILE REPORTS AND SUBMIT SALES TAXES TO
     THE PROPER TAXING AUTHORITIES ON YOUR PERSONAL SALES AS WELL AS YOUR
     ORGANIZATION'S.  THE SALES TAX IS INCLUDED IN OUR CARD PRICE.

   FREIGHT & POSTAGE CHARGES:  AMCALL WILL PRE-PAY ALL NORMAL FREIGHT AND
      POSTAGE CHARGES ON ALL CARD ORDERS THAT ARE PAID BY CASHIERS CHECK OR
      MONEY ORDER.  (NOT ON CREDIT CARD ORDERS,  LITERATURE ORDERS OR FAST
      SHIP,  SPECIAL ORDERS.)

   OTHER EXPENSES INCLUDED IN S.A.S.:  SUBSCRIBERS TO S.A.S. WILL NOT PAY
      DIRECTOR COMPUTER SET-UP CHARGES.  MONTHLY CHECK CHARGES,  OR NEWS
      LETTER SUBSCRIPTIONS.  ALTHOUGH S.A.S. CHARGES MAY BE INCREASED IN THE
      FUTURE,  THE ORIGINAL ANNUAL S.A.S. CHARGED A DIRECTOR WILL NEVER BE
      INCREASED TO THAT DIRECTOR.

   THESE SERVICES ARE PROVIDED FOR ONE TWELVE MONTH PERIOD AND ARE RENEWABLE
   AT YOUR ANNIVERSARY DATE.  THE CHARGE FOR ALL THESE OUTSTANDING SPECIAL
   ADMINISTRATIVE SERVICES IS MINIMAL AND IS SUBJECT TO FUTURE INCREASES BUT
   NOT TO AN EXISTING S.A.S. SUBSCRIPTION.

   IT IS NOT NECESSARY TO SUBSCRIBE TO THE S.A.S. AND THOSE WHO ELECT NOT TO
   PARTICIPATE WILL STILL QUALIFY FOR ALL INCOME LEVELS IN THE SAME AMOUNTS
   AND MANNER AS THOSE WHO DO SUBSCRIBE.  THOSE WHO DO NOT SUBSCRIBE WILL
   PAY SEPARATELY FOR ANY OF THE ABOVE SERVICES THEY REQUEST OR REQUIRE.
   CURRENT CHARGES FOR THESE INDIVIDUAL SERVICES ARE LISTED ON THE S.A.S.
   APPLICATION.  COMMISSIONS ARE NOT PAID ON EITHER THE S.A.S. CHARGES OR
   ON ANY OTHER ADMINISTRATIVE CHARGES.


                         QUESTIONS OFTEN ASKED

   1. WHEN ARE COMMISSIONS PAID?
        COMMISSIONS ARE COMPUTED ON ORDERS RECEIVED DURING THE MONTH UP TO
        5:00 P.M. ON THE LAST WORKING DAY OF THE MONTH.  CHECKS ARE MAILED
        FROM THE HOME OFFICE ON OR BEFORE THE TENTH OF THE FOLLOWING MONTH
        THE ORDERS WERE RECEIVED.  SPECIAL GENERAL EXPENSE FUNDS ARE PAID
        TWICE PER MONTH:  ONCE WITH THE REGULAR COMMISSIONS DUE ON THE TENTH
        OF THE MONTH AND ONCE AGAIN ON OR ABOUT THE TWENTY-FIFTH OF THE MONTH

   2, WHEN CAN I EXPECT TO BEGIN RECEIVING COMMISSIONS ON ONE PLUS-CUSTOMERS?
        IT IS DIFFICULT TO SAY EXACTLY.  WE WORK ON A CALENDAR MONTH BUT
        BILLING COMPANIES WORK ON A "BILLING CYCLE".  SOMETIMES THESE TWO
        OVERLAP,  HOWEVER,  LET'S SAY YOU SEND IN AN L.O.A. ON THE TENTH OF
        AUGUST.  THE CUSTOMER GOES ON THE T.E.C. SYSTEM (OUR CARRIER) WITHIN
        FIVE TO EIGHT DAYS NORMALLY.  THEN THE CUSTOMER USES OUR SERVICE AND
        IS BILLED DURING THEIR CYCLE.  WE RECEIVE OUR BILLING REPORTS
        THEREAFTER AND PAY COMMISSIONS ON THE TENTH OF THE FOLLOWING MONTH.

   3, WHAT IS A WIN BACK?
        WHEN WE CHANGE A CUSTOMER FROM ANOTHER LONG DISTANCE COMPANY TO TEC.,
        THE LOCAL EXCHANGE COMPANY (L.E.C.) INFORMS THE OLD COMPANY OF THEIR
        LOSS.  THEY WRITE OR PHONE THAT CUSTOMER AND TRY TO "WIN BACK" HIS OR
        HER BUSINESS WITH ALL KINDS OF PROMISES AND STORIES.

   4, WHY ISN'T  "T.E.C." BETTER KNOWN?
        T.E.C. DID NOT BEGIN AS A SINGLE COMPANY AND EXPAND THE ONE COMPANY
        NAME NATIONALLY.  INSTEAD, OVER THE PAST 70 YEARS IT PURCHASED
        ADDITIONAL MODERATELY SIZED COMPANIES AND KEPT THE NAME OF THE NEWLY
        ACQUIRED COMPANY INTACT.  THIS DECISION WAS MADE BECAUSE THE OWNERS
        OF T.E.C. BELIEVED IT WAS ADVANTAGEOUS TO KEEP THE NAME EVERYONE
        RECOGNIZED.  AMCALL INTENDS TO MAKE THE TERM "THE TEC SYSTEM" A
        HOUSEHOLD WORD,  COMPARABLE TO MCI AND SPRINT,  WITHIN THE NEXT FEW
        YEARS.  T.E.C. "THE QUIET GIANT" IS ABOUT TO BE HEARD LOUDLY AND
        CLEARLY!

   5, WHAT DOES THE TERM "SLAMMING" MEAN?
        SLAMMING IS THE UNAUTHORIZED SWITCHING OF A CUSTOMER'S TELEPHONE
        COMPANY WITHOUT THAT CUSTOMER'S SIGNED APPROVAL (L.O.A.).  EVERY
        TELEPHONE COMPANY WE KNOW OF HAS HAD REPRESENTATIVES WHO HAVE SLAMMED.
        IT IS A VERY SERIOUS OFFENSE WHICH CARRIES SUBSTANTIAL FINES. IT
        ALWAYS IS DETECTED BECAUSE THE CUSTOMER SEES THE NAME OF THE NEW
        PHONE COMPANY  ON HIS OR HER PHONE BILL.  DO IT ONCE AND YOU ARE
        OUT OF AMCALL FOREVER---ALONG WITH OTHER SERIOUS CONSEQUENCES.  WE
        ARE ALL IN THIS TOGETHER,  SO LET'S KEEP A CLEAN SLATE!  AMCALL SPOT-
        CHECKS L.O.A.'S BY CALLING NEW CUSTOMERS TO VERIFY THEY HAVE
        AUTHORIZED THE CHANGE.  SLAMMING IS SYNONYMOUS WITH FORGERY!

   6, WHAT IS LATA?
        L.A.T.A. STANDS FOR LOCAL ACCESS TRANSPORT AREA. IT IS A GEOGRAPHICAL
        TERRITORY ASSIGNED TO LOCAL TELEPHONE COMPANIES.  SOMETIMES A LATA
        COVERS AN ENTIRE STATE, SOMETIMES IT COVERS A TERRITORY THAT INCLUDES
        PARTS OF TWO STATES. USUALLY,  THERE ARE SEVERAL LATA'S IN EACH STATE.

   7, HOW DO I USE THE SPECIAL $100 COUPONS?
        THESE COUPONS MAY BE USED TO PURCHASE $200 IN CARDS BY ADDING $100
        CERTIFIED CASH OR $100 CREDIT CARD CHARGE TO EACH COUPON.  PRODUCTS
        ORDERED BY COUPON CANNOT BE USED FOR PROMOTION PURPOSES.  PRODUCTS
        PURCHASED BY COUPONS ARE NON-COMMISSIONABLE.  COUPONS CANNOT BE USED
        FOR NON-COMMISSIONABLE SALES AID PRODUCTS.


                AMCALL COMMISSION SCHEDULE

                     REGULAR PRODUCTS
            ___________________________________
           |           |           |           |
           |    1 %    |    2 %    |    2 %    |        GENERAL 2
           |____ ______|___________|___________|
           |           |           |           |
           |    2 %    |    3 %    |    3 %    |        GENERAL 1
           |===========|===========|===========|
           |           |           |           |
           |   2+1 %   |   2+1 %   |    1 %    |         LEVEL-5
           |___________|___________|___________|
           |           |           |           |
           |   2+1 %   |   2+1 %   |    1 %    |         LEVEL-4
           |___________|___________|___________|
           |           |           |           |
           |   2+1 %   |   2+1 %   |    1 %    |         LEVEL 3
           |___________|___________|___________|
           |           |           |           |
           |   2+1 %   |   2+1 %   |    1 %    |         LEVEL 2
           |___________|___________|___________|
           |           |           |           |
           |   2+1 %   |   2+1 %   |    3 %    |         LEVEL 1
           |___________|___________|___________|
           |  SELLER   | CUSTOMER  | CUSTOMER  |
           |   15 %    |  RENEWS   |    IS     |         LEVEL 0
           | DIRECTOR  |   CARD    |  BILLED   |
           |___________|___________|___________|
               CARD    |   CARD    |   LONG
              SALES    |  RENEWALS | DISTANCE




                           REPRESENTATIVE AGREEMENT

   1.REPRESENTATIVES HAVE THE RIGHT TO SOLICIT CUSTOMERS AND RECRUIT
     PARTICIPANTS ANYWHERE IN THE FIFTY UNITED STATES OF AMERICA AND
     ONLY IN THE AMCALL CORPORATION APPROVED FOREIGN COUNTRIES.

   2.REPRESENTATIVES UNDERSTAND NO COMMISSIONS,  OVERRIDES OR ANY OTHER FORM
     OF PAYMENT WILL BE MADE FOR SPONSORING OR RECRUITING A NEW REPRESENTATIVE
     INTO THE AMCALL PROGRAM AND THAT COMMISSIONS AND OVERRIDES WILL BE PAID
     ONLY ON PRODUCTS AND SERVICES THAT ARE TO BE SOLD TO THE ULTIMATE
     CONSUMER.

   3.REPRESENTATIVES UNDERSTAND THAT THEY MAY CANCEL THIS APPLICATION WITHIN
     THREE BUSINESS DAYS AND RECEIVE ANY MONIES PAID BY THEM WITHIN TEN DAYS
     OF THEIR WRITTEN CANCELLATION DELIVERED TO THE AMCALL CORP. OFFICES

   4.REPRESENTATIVES MUST BE OF LEGAL AGE IN THE STATE OF THEIR RESIDENCY.
     THEY ARE INDEPENDENT CONTRACTORS AND AS SUCH ARE RESPONSIBLE FOR THEIR
     OWN ACTIVITIES.  THEY ARE NOT EMPLOYEES OR AGENTS OF AMCALL AND WILL
     NOT REPRESENT THEMSELVES OTHERWISE.  IT IS THEIR RESPONSIBILITY TO ABIDE
     BY ALL FEDERAL,  STATE AND LOCAL LAWS INCLUDING BUT NOT LIMITED TO
     LICENSES,  PERMITS,  SELF-EMPLOYMENT TAXES AND INCOME TAXES.

   5.REPRESENTATIVES HAVE READ AND UNDERSTAND THE AMCALL MARKETING PLAN AND
     RULES AND REGULATIONS AND ACKNOWLEDGE THEY ARE INCORPORATED AS PART OF
     THIS AGREEMENT IN THEIR PRESENT FORM AND AS MODIFIED FROM TIME TO TIME AT
     THE DISCRETION OF THE COMPANY.

   6.REPRESENTATIVES STATE THEY HAVE NOT BEEN GIVEN ANY PROMISES OF GUARANTEED
     INCOMES OF PROFITS OR SUCCESS BY AMCALL OR THEIR SPONSOR AND THAT THEY
     WILL NOT MAKE SUCH ASSURANCES OR PROMISES TO ANY POTENTIAL PARTICIPANT.

   7.REPRESENTATIVES AGREE THAT EITHER SPOUSE MAY OPERATE AS AN INDEPENDENT
     REPRESENTATIVE BUT NEITHER SPOUSE MAY BE SPONSORED INTO AMCALL BY THE
     OTHER SPOUSE OR ANYWHERE IN AN ORGANIZATION IN A DIRECT LINE BELOW THE
     SPONSORING SPOUSE.  THIS RULE APPLIES ALSO TO ANY MEMBER OF A FAMILY
     LIVING WITHIN THE SAME HOUSEHOLD.  NO INDIVIDUAL MAY BE A PARTICIPANT
     IN MORE THAN ONE DISTRIBUTORSHIP.

   8.REPRESENTATIVES ARE NOT REQUIRED TO PURCHASE OR SUBSCRIBE TO ANY SERVICES
     OF AMCALL IN ORDER TO PARTICIPATE IN THIS PROGRAM AND IF THEY ELECT NOT
     TO PURCHASE THE REP. STARTER PACKAGE,  THEY WILL BE FURNISHED,  AT NO
     COST,  NECESSARY LITERATURE AND SALES AIDS BY THEIR SPONSOR IN ORDER TO
     START THEIR AMCALL BUSINESS.

   9.REPRESENTATIVES AGREE THAT ANY CLAIMS OR DISPUTES ARISING FROM THE
     PROVISIONS OF THIS AGREEMENT SHALL BE FINALLY SETTLED BY BINDING
     ARBITRATION IN ACCORDANCE WITH AND UNDER THE COMMERCIAL RULES OF THE
     AMERICAN ARBITRATION ASSOCIATION AND WILL BE CONDUCTED IN DALLAS
     COUNTY,  TEXAS.  THIS SHALL APPLY TO ANY AND ALL CLAIMS OR DISPUTES
     ARISING OUT OF FEDERAL,  STATE OR LOCAL LAWS.

  10.REPRESENTATIVE UNDERSTANDS AND AGREES THAT TRANSFERS FROM ONE SPONSOR'S
     ORGANIZATION TO ANOTHER WILL NOT BE ALLOWED WITHOUT PRIOR WRITTEN
     APPROVAL OF AMCALL AND EVERY UPLINE PERSON WHO HAS A FINANCIAL INTEREST
     IN SUCH A TRANSFER.  AMCALL RECOGNIZES SPONSORSHIP BY THE EARLIEST
     APPLICATION RECORDED IN THE HEADQUARTERS OFFICES.

  11.REPRESENTATIVES ARE NOT ALLOWED TO COPY ANY EXISTING AMCALL LITERATURE
     OR CREATE ANY NEW LITERATURE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
     COMPANY.  NEITHER WILL THEY PLACE ADS OR GIVE MEDIA INTERVIEWS WITHOUT
     PRIOR WRITTEN C0NSENT OF THE COMPANY.

  12.REPRESENTATIVE AGREES THAT "SLAMMING" IS DEFINED AS THE UNAUTHORIZED
     SWITCHING OF AN INDIVIDUAL'S LONG DISTANCE TELEPHONE SERVICE FROM ANOTHER
     TELEPHONE COMPANY TO AMCALL SERVICES.  IF THIS COMPLAINT IS MADE AGAINST
     ANY REPRESENTATIVE OR DIRECTOR, AND IT IS DETERMINED THAT EITHER IS
     GUILTY,  THEY WILL BE CHARGED ANY FINES AMCALL INCURS INCLUDING FINES
     FROM GOVERNMENT AGENCIES,  REQUIRED TO PAY THE OUTSTANDING TELEPHONE BILL
     OF THE SLAMMED CUSTOMER AND IMMEDIATELY BE TERMINATED WITH ALL FUTURE
     CLAIMS OF COMMISSIONS AND OVERRIDES REVOKED.

     REPRESENTATIVES AGREE THAT IMMEDIATE TERMINATION OF THIS CONTRACT MAY BE
     MADE FOR VIOLATIONS OF THE RULES AND REGULATIONS OF THE COMPANY WITH
     FORFEITURE OF ALL FUTURE COMMISSIONS,  OVERRIDES AND DISTRIBUTOR STATUS.



   THINK OF ALL THE POSSIBILITIES IN THIS PRESENTATION AND GET EXCITED WITH
   AMCALL!  THERE WILL BE MANY MILLIONAIRES MADE WITH AMCALL THAT DON'T OWN A
   BBS.  YOU HAVE TWO BIG ADVANTAGES OWNING A BBS,  A CAPTURED AUDIENCE,  AND
   A COMPUTER TO DO THE WORK.  JOIN US NOW!


   THANK YOU AND GOD BLESS!


   TO BECOME A REPRESENTATIVE,  PRINT THE FILE:  (REP.APL).
   ENCLOSE $25 PAYMENT AND MAIL TO THE ADDRESS BELOW.

   TO BECOME A DIRECTOR-3,  PRINT THE FILES:  (REP.APL) AND ($494D3.APL).
   ENCLOSE $494 PAYMENT AND MAIL TO THE ADDRESS BELOW.

   TO BECOME A DIRECTOR-5,  PRINT THE FILES:  (REP.APL) AND ($694D5.APL).
   ENCLOSE $694 PAYMENT AND MAIL TO THE ADDRESS BELOW.

   IF YOU HAVE ANY QUESTIONS CALL THE BBS PROFIT CENTER (704)-567-6859.

   TO EXPEDITE YOUR VISA OR MASTER CARD ORDER,  CALL (704)-567-6859,  HAVE
   YOUR VISA OR MASTER CARD READY AND FOLLOW THE VOICE PROMPTS.


   IF YOU DECIDE NOT TO PARTICIPATE IN THIS BUSINESS OPPORTUNITY BUT WOULD
   LIKE ALL THE BENEFITS AMCALL HAS TO OFFER INCLUDING OUR TRAVEL CLUB,  FREE
   HOTEL ACCOMMODATIONS,  PENNY CALLS,  OUR TALK FREE PROGRAM,  AND A $10
   PHONE CARD,  SEND $20,  PAYABLE TO BBS,  WITH NAME,  ADDRESS AND MAIL TO:


                        THE BBS PROFIT CENTER
                        5338 BUENA VISTA AVE.
                        CHARLOTTE,  NORTH CAROLINA 28205-7408

