                     UNITED STATES OF AMERICA
                 BEFORE FEDERAL TRADE COMMISSION



                                        
                                        )
                                        )
     In the Matter of                   )
                                        )    FILE NO. 9623002 
SYNCRONYS SOFTCORP,                     )
      a corporation,                    )    AGREEMENT CONTAINING
                                        )    CONSENT ORDER
RAINER POERTNER,                        )
     individually and as an officer     )
     of the corporation,                )
                                        )
DANIEL G. TAYLOR,                       )
     individually and as an officer     )
     of the corporation, and            )
                                        )
WENDELL BROWN,                          )
     individually and as an officer     )
     of the corporation.                )    
                                        )


     The Federal Trade Commission has conducted an investigation
of certain acts and practices of Syncronys Softcorp, a
corporation, Rainer Poertner, Daniel G. Taylor, and Wendell
Brown, individually and as officers of the corporation 
("proposed respondents").  Proposed respondents, having been
represented by counsel, are willing to enter into an agreement
containing a consent order resolving the allegations contained in
the attached draft complaint.  Therefore,

     IT IS HEREBY AGREED by and between Syncronys Softcorp, by
its duly authorized officers, and Rainer Poertner, Daniel G.
Taylor, and Wendell Brown, individually and as officers of the
corporation, and counsel for the Federal Trade Commission that:

1.a. Proposed respondent Syncronys Softcorp is a Nevada
corporation with its principal office or place of business at
3958 Ince Boulevard, Culver City, California 90232.

1.b. Proposed respondent Rainer Poertner is an officer of the
corporate respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
the draft complaint.  His principal office or place of business
is the same as that of Syncronys Softcorp.

1.c. Proposed respondent Daniel G. Taylor is an officer of the
corporate respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
the draft complaint.  His principal office or place of business
is the same as that of Syncronys Softcorp.

1.d. Proposed respondent Wendell Brown is an officer of the
corporate respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
the draft complaint.  His principal office or place of business
is the same as that of Syncronys Softcorp.

2.   Proposed respondents admit all the jurisdictional facts set
forth in the draft complaint.

3.   Proposed respondents waive:

     a.   Any further procedural steps;

     b.   The requirement that the Commission's decision contain
          a statement of findings of fact and conclusions of law;
          and

     c.   All rights to seek judicial review or otherwise to
          challenge or contest the validity of the order entered
          pursuant to this agreement.

4.   This agreement shall not become part of the public record of
the proceeding unless and until it is accepted by the Commission. 
If this agreement is accepted by the Commission, it, together
with the draft complaint, will be placed on the public record for
a period of sixty (60) days and information about it publicly
released.  The Commission thereafter may either withdraw its
acceptance of this agreement and so notify proposed respondents,
in which event it will take such action as it may consider
appropriate, or issue and serve its complaint (in such form as
the circumstances may require) and decision in disposition of the
proceeding.

5.   This agreement is for settlement purposes only and does not
constitute an admission by proposed respondents that the law has
been violated as alleged in the draft complaint, or that the
facts as alleged in the draft complaint, other than the
jurisdictional facts, are true.

6.   This agreement contemplates that, if it is accepted by the
Commission, and if such acceptance is not subsequently withdrawn
by the Commission pursuant to the provisions of Section 2.34 of
the Commission's Rules, the Commission may, without further
notice to proposed respondents, (1) issue its complaint
corresponding in form and substance with the attached draft
complaint and its decision containing the following order in
disposition of the proceeding, and (2) make information about it
public.  When so entered, the order shall have the same force and
effect and may be altered, modified, or set aside in the same
manner and within the same time provided by statute for other
orders.  The order shall become final upon service.  Delivery of
the complaint and the decision and order to proposed respondents
by any means specified in Section 4.4 of the Commission's Rules
shall constitute service.  Proposed respondents waive any right
they may have to any other manner of service.  The complaint may
be used in construing the terms of the order.  No agreement,
understanding, representation, or interpretation not contained in
the order or in the agreement may be used to vary or contradict
the terms of the order.

7.   Proposed respondents have read the draft complaint and
consent order.  They understand that they may be liable for civil
penalties in the amount provided by law and other appropriate
relief for each violation of the order after it becomes final.



                              ORDER


                           DEFINITIONS

     For purposes of this order, the following definitions shall
apply:

1.   "Random access memory (RAM)" is the primary working memory
in a computer.  The instructions provided by a computer program 
and the data being worked on are stored in RAM while the program
is running.  Additional RAM, measured in megabytes ("MBs"), can
be purchased in the form of microchips that are physically
inserted into a computer.

2.   "Compression technology" is a process which allows more
information to reside in RAM.  Compression technology eliminates
redundant data by utilizing various recipes for analyzing and
transforming it.

3.   "Windows 95" refers to the Windows 95 software operating
system manufactured by Microsoft, Inc.

4.   "Substantially similar product" shall mean any software
product that uses or purports to use compression technology and
that is intended or purports to increase the amount of RAM in a
computer or to accomplish any effect similar to one that would be
caused by increasing the amount of RAM in a computer.  These
effects include, but are not limited to, increase in speed of
computer operations, increase in size or number of applications
that can be run simultaneously, and expansion of systems
resources or reduction or elimination of "insufficient memory"
errors or messages.

5.   "Competent and reliable scientific evidence" shall mean
tests, analyses, research, studies, or other evidence based on
the expertise of professionals in the relevant area, that has
been conducted and evaluated in an objective manner by persons
qualified to do so, using procedures generally accepted in the
profession to yield accurate and reliable results.

6.   Unless otherwise specified, "respondents" shall mean
Syncronys Softcorp, a corporation, its successors and assigns and
its officers; Rainer Poertner, Daniel G. Taylor, and Wendell
Brown, individually and as officers of the corporation; and each
of the above's agents, representatives, and employees.

7.  "In or affecting commerce" shall mean as defined in Section 4
of the Federal Trade Commission Act, 15 U.S.C. § 44.


                                I.

     IT IS ORDERED that respondents, directly or through any
corporation, subsidiary, division, or other device, in connection
with the manufacturing, labeling, advertising, promotion,
offering for sale, sale, or distribution of SoftRAM95 or any
substantially similar product in or affecting commerce, shall not
misrepresent, in any manner, expressly or by implication, that:

     A.   Such product increases RAM in a computer using 
          Windows 95 to a greater extent than other software
          products;

     B.   Such product uses compression technology to increase
          the RAM available to a computer using Windows 95 or
          achieves RAM compression ratios of up to five times or
          higher in a computer using Windows 95;

     C.   Such product produces the effect of increasing the RAM
          available to a computer using Windows 95;

     D.   Use of such product in a computer will speed up 
          Windows 95;

     E.   Use of such product will permit a Windows 95 user to
          run larger applications on a computer or to open more
          applications simultaneously;


     F.   Use of such product with Windows 95 will result in
          expanded systems resources on a computer and will
          substantially reduce or eliminate the occurrence of
          computer screen messages that indicate that the
          computer has insufficient memory to run the user's
          application(s); or

     G.   Microsoft, Inc. has licensed, endorsed, or otherwise
          approved such product for use with Windows 95.

          

                               II.

     IT IS FURTHER ORDERED that respondents, directly or through any
corporation, subsidiary, division, or other device, in connection
with the manufacturing, labeling, advertising, promotion, offering
for sale, sale, or distribution of SoftRAM, SoftRAM95, or any
substantially similar product in or affecting commerce, shall not
make any representation, in any manner, expressly or by implication,
about the relative or absolute performance, attributes, benefits, or
effectiveness of such product, unless such representation is true
and, at the time of making such representation, respondents possess
and rely upon competent and reliable evidence, which when appropriate
must be competent and reliable scientific evidence, that
substantiates the representation.

                                 III.

    IT IS FURTHER ORDERED that respondents, directly or through any
corporation, subsidiary, division, or other device, in connection
with the manufacturing, labeling, advertising, promotion, offering
for sale, sale, or distribution of any product intended to improve
the performance of any computer in or affecting commerce, shall not
make any representation, in any manner, expressly or by implication,
that such product has been authorized, certified, licensed, endorsed,
or otherwise approved by any person or organization, unless such
representation is true.

                                 IV.

    IT IS FURTHER ORDERED that respondents, directly or through any
corporation, subsidiary, division, or other device, in connection
with the manufacturing, labeling, advertising, promotion, offering
for sale, sale, or distribution of any product intended to improve
the performance of any computer in or affecting commerce, shall not
make any representation, in any manner, expressly or by implication,
about the relative or absolute performance, attributes, benefits, or
effectiveness of such product, unless, at the time it is made,
respondents possess and rely upon competent and reliable evidence,
which when appropriate must be competent and reliable scientific
evidence, that substantiates the representation.


                                V.

     IT IS FURTHER ORDERED that respondents shall, for five (5)
years after the last date of dissemination of any representation
covered by this order, maintain and, within ten (10) business
days of their receipt of a written request, make available to the
Federal Trade Commission for inspection and copying:

     A.   All advertisements and promotional materials containing
          the representation;

     B.   All materials that were relied upon in disseminating
          the representation; and

     C.   All tests, reports, studies, surveys, demonstrations,
          or other evidence in their possession or control that
          contradict, qualify, or call into question the
          representation, or the basis relied upon for the
          representation, including complaints and other
          communications with consumers or with governmental or
          consumer protection organizations.


                               VI.

     IT IS FURTHER ORDERED that respondent Syncronys Softcorp and
its successors and assigns shall deliver a copy of this order to
all current and future principals, officers, directors, and
managers, and to all current and future employees, agents, and
representatives having responsibilities with respect to the
subject matter of this order, and shall secure from each such
person a signed and dated statement acknowledging receipt of the
order.  Respondent Syncronys Softcorp and its successors and
assigns shall deliver this order to current personnel within
thirty (30) days after the date of service of this order, and to
future personnel within thirty (30) days after the person assumes
such position or responsibilities.


                               VII.

     IT IS FURTHER ORDERED that respondent Syncronys Softcorp and
its successors and assigns shall notify the Commission at least
thirty (30) days prior to any change in the corporation that may
affect compliance obligations arising under this order, including
but not limited to a dissolution, assignment, sale, merger, or
other action that would result in the emergence of a successor
corporation; the creation or dissolution of a subsidiary, parent,
or affiliate that engages in any acts or practices subject to
this order; the proposed filing of a bankruptcy petition; or a
change in the corporate name or address.  Provided, however,
that, with respect to any proposed change in the corporation
about which respondents learn less than thirty (30) days prior to
the date such action is to take place, respondents shall notify
the Commission as soon as is practicable after obtaining such
knowledge.  All notices required by this Part shall be sent by
certified mail to the Associate Director, Division of
Enforcement, Bureau of Consumer Protection, Federal Trade
Commission, Washington, D.C. 20580.


                              VIII.

     IT IS FURTHER ORDERED that respondents Rainer Poertner,
Daniel G. Taylor, and Wendell Brown, for a period of five (5)
years after the date of issuance of this order, shall each notify
the Commission of the discontinuance of his current business or
employment, or of his affiliation with any company engaged in the
manufacturing, labeling, advertising, promotion, offering for
sale, sale, or distribution of any product intended to improve
the performance of any computer in or affecting commerce.  The
notice shall include respondent's new business address and
telephone number and a description of the nature of the business
or employment and his duties and responsibilities.  All notices
required by this Part shall be sent by certified mail to the
Associate Director, Division of Enforcement, Bureau of Consumer
Protection, Federal Trade Commission, Washington, D.C. 20580.


                               IX.

     IT IS FURTHER ORDERED that respondents shall, within sixty
(60) days after the date of service of this order, and at such
other times as the Federal Trade Commission may require, file
with the Commission a report, in writing, setting forth in detail
the manner and form in which they have complied with this order.


                                X.

     This order will terminate twenty (20) years from the date of
its issuance, or twenty (20) years from the most recent date that
the United States or the Federal Trade Commission files a
complaint (with or without an accompanying consent decree) in
federal court alleging any violation of the order, whichever
comes later; provided, however, that the filing of such a
complaint will not affect the duration of:

     A.   Any Part in this order that terminates in less than
          twenty (20) years;

     B.   This order's application to any respondent that is not
          named as a defendant in such complaint; and

     C.   This order if such complaint is filed after the order
          has terminated pursuant to this Part.

Provided, further, that if such complaint is dismissed or a
federal court rules that the respondent did not violate any
provision of the order, and the dismissal or ruling is either not
appealed or upheld on appeal, then the order will terminate
according to this Part as though the complaint had never been
filed, except that the order will not terminate between the date
such complaint is filed and the later of the deadline for
appealing such dismissal or ruling and the date such dismissal or
ruling is upheld on appeal.


     Signed this                 day of           , 19   



                              SYNCRONYS SOFTCORP


                              By:                         
                                   RAINER POERTNER
                                   President

                              
                                                           
                              RAINER POERTNER, individually       
                              and as an officer of the
                                   corporation



                                                            
                              DANIEL G. TAYLOR, individually
                              and as an officer of the
                                   corporation



                                                            
                              WENDELL BROWN, individually
                              and as an officer of the
                                   corporation
     


                                                           
                              HARVEY I. SAFERSTEIN
                              Chadbourne & Parke, LLP
                              Attorneys for respondents



                                                           
                              ROBIN E. EICHEN
                              JULIE GEARTY
                              Counsel for the Federal Trade
                                   Commission



APPROVED:



                             
MICHAEL JOEL BLOOM
Director
New York Regional Office

