To anyone who has makes a serious study of Amway and the problems that have for so long plagued it, one thing becomes overwhelmingly obvious: if there is any one primary cause for almost all those problems, it would have to be the "Systems" developed by a small number of high-level distributors to sell large amounts of motivational "tools" to the thousands or hundreds of thousands of distributors in their downlines.

While each of these Systems claims to be different from and superior to the others, they seem to me mostly indistinguishable from each other, sharing a number of common characteristics:

1. Recruits are lured in by exaggerated income claims and ostentatious displays of wealth.

2. Once they are in, it is repeatedly stressed that they will not have any chance of attaining said wealth unless they strictly adhere to the System, meaning they should buy at least one tape per week, attend all meetings and rallies, and spend most or all of their free time trying to recruit others. Amway's rules state that the purchase of motivational tools is optional, but it seems clear that those who sell the tools have figured out how to pay lip service to these rules while continuing to exert pressure on their downlines to buy the tools. "The tools are optional, and so is success," goes the oft heard refrain.

3. Retailing is downplayed or ignored completely in favor of self-consumption of Amway products.

Most Amway distributors seem largely ignorant of what Phil Kerns so accurately referred to back in 1982 as a "ghost system of non-Amway produced materials." Many deny that their uplines make any profit at all from the sale of the tools; that their uplines may actually be making most of their money from the tools is inconceivable to them. They are either unaware of the compelling evidence that has been available for years, or have chosen to ignore it. (Some of this evidence is discussed in the "Tools Scam" article.)

Amway Corp.'s public reaction to these problems has been to either deny that these problems exist, or to acknowledge them but claim that the culprits are "independent distributors" and that Amway Corp. bears no responsibility for their actions. A glaring example of the former is Amway Vice President Craig Meurlin's recent comment on the proposed settlement in the Hanrahan class action lawsuit: "We�re just pleased to move on. Stacy Hanrahan and the other plaintiffs had a very abnormal experience with the company." Keep these words in mind as you read the very revealing court documents that follow.

In 1984 Cairns v. Amway was initiated by a group of Amway distributors; these documents were entered into the court records as evidence by the plaintiffs. These documents indicate that, at some point in the late '70's or early '80's, Amway Corp. became concerned at the increasing attention being focused on them by the FTC and various state attorneys general, and in response conducted one or more internal investigations. The first two documents are Amway Corp. memos concerning the causes and findings of these investigations. Clearly Amway Corp. was very concerned about what it found, and various courses of action were recommended. One of the responses to the findings of the investigations were the two "Directly Speaking" tapes made by Rich DeVos in 1983, in which he addresses a whole laundry list of problems and asks for the help of the Direct Distributors in eliminating them.

It is equally as clear that whatever action Amway undertook to control these problems was ultimately ineffective, as every one of the problems discussed by DeVos are still evident today. We know this from the more recent lawsuits as well as from the hundreds of comments received from current and former Amway distributors. At this point we can only speculate as to whether Amway Corp. was unable to control these problems, or unwilling to, or some combination of both. As Dr. Juth pointed out, by the time the Cairns case was filed, Amway Corp. and the distributor groups had become equally powerful, mutually dependent organizations:

"The entrepreneurs of the Amway Corporation, perhaps unwittingly, created an organizational structure which evolved into two powerful, symbiotic organizations. The survival of the Corporation and the distributor organizations are now dependent on and constrained by the other. The Amway Corporation is constrained in its ability to garner desired profits because of the amount of money it must allow for distributor incentives and the fact that distributors are more inclined to sponsor rather than to sell (retail). Corporate profit levels are also constrained by the legal "wars" it must wage because of the illegal and deviant behavior of some of its distributors. Corporate profits can also be constrained by legal changes, e.g., customs laws. Finally, the Corporation can be constrained in its decisions regarding distributors by actions of the Board of the Amway Distributors Associations.

"The distributor organizations are dependent upon the Amway Corporation for products and visibility (through advertising). The distributors actions are constrained by Amway's Code of Ethics and Rules of Conduct. Distributors are also under pressure by the corporation and its top distributor organizations to sell more and recruit more. Additional sales and recruits however are constrained by uncontrollable external social and market conditions.

"Structural constraints impede the efforts of both entrepreneurial organizations (the corporation and the distributors organizations) in obtaining their goals. As a consequence, each organization adroitly manipulates, often in an illegal and deviant manner, its constraints in order to ensure its success. When the goals of the corporation and the distributor organization coincide, as they do in recruitment and sponsoring efforts, then accommodation and tacit support by the corporation for successful but illegal and deviant practices of the distributor organizations may occur. When the goals of the corporation and the distributor organizations conflict, as in the sales of non-Amway goods, some attempt may be made by the corporation to control such activities but the structure of the Amway organization is such that real enforcement efforts by the corporation would threaten the survival of the total enterprise. The independent contractor status of distributors, the sheer number of distributors involved, and Amway's policies which allow distributors to produce their own materials, combine to make such questionable practices normative. Illegal and deviant behavior exists in the organization because it benefits either directly or indirectly each organization."

These documents have been reproduced here as accurately as possible, except were the copies I have were illegible. All emphasis is as it was in the originals. The documents were obtained from District Court in Cincinnati.

Exhibit "E"
author and date unknown (probably 1982)

AMWAY DISTRIBUTOR COMPLIANCE WITH THE 
CODE OF ETHICS AND RULES OF CONDUCT

The purpose of this memorandum and the attachments is to
communicate to Senior Corporate Management - worldwide, as 
clearly and concisely as possible, Sales Division programs 
that are currently being carried out in North America to:

	A) Obtain maximum possible compliance by Amway
           distributors with the Code of Ethics and Rules
           of Conduct, and

	B) Eliminate the illegalities and abuses inherent in
           distributor (motivational) "systems" of non-Amway
           designed/produced audio visuals, literature,
           rallies and seminars.

Although what follows is particularly applicable to the United
States and Canada, the Chief Executives and their Executive
Committees in Amway's overseas affiliates are to be alert
to similar challenges in their markets and, with approvals
from their respective Regional Vice President, initiate similar
programs in their markets.

Hopefully, North American Executive Committee members will be
able to have a better understanding of our Corporate challenges
in the compliance areas, and when hosting Diamond Seminars on
board the Enterprise Yachts and at Peter Island, they will be
better informed to answer questions and reiterate Amway's
position.

This memorandum is also designed to respond to Mr. Van Andel's
request for Public Relations and Government Affairs 
Departments to be briefed on our compliance activities and help them 
initiate pro-active programs with media and regulatory agencies in 
the U.S.A. and Canada.

THE PROBLEMS

They are in two prime categories:


A) Widespread illegalities inherent in Amway distributor
   designed "systems" of tapes, books, and rallies. While
   most of these "systems" were conceived in the late 1960's
   and early 1970's as genuine "support" programs to help
   Amway distributors develop their Amway businesses, entre-
   preneurial "higher pins" discovered and developed programs
   for substantial, separate, additional income, under the
   Amway "umbrella."

   Appendix 'A', a confidential memorandum to Policy Committee
   of August 1982, provides you with all the background as
   to how these "support systems" escalated to what we believe
   is now a threat to the future security of Amway Corporation,
   at least in the United States.

   As this document - "Challenge of the '80's" - points out,
   the escalating profits and pressures of these businesses
   lead to an alarming rise in violations of the Code of Ethics
   and Rules of Conduct.

   Subsequent legal evaluations disclosed that the dispropor-
   tionate (to Amway) sales, intensity and solicitation of
   these "tools/systems" are illegal, per se, under several U.S.
   federal and state laws.

B) Specific violations of the Amway Rules of Conduct and the
   Manifesto. The principle violations related to the upsurge
   in distributor "systems" have been:

   RULE 4 - Prohibiting "cross" group sales/solicitation of
   non-Amway produced materials and services.

   RULE 1 - Section B, Part II - Prohibiting distributor
   reproduction and sale of tapes and literature of the Amway
   Sales and Marketing Plan.

   MANIFESTO ITEM #2 - NOW RULE 2, SECTION C, PART II - Prohib-
   iting misrepresentations of the Amway Sales and Marketing Plan.

   MANIFESTO ITEM #3 - NOW RULE 3, SECTION C, PART II -
   Prohibiting mandatory purchase of any products and/or
   sales aids in order to become an Amway distributor, or 
   to receive help in developing an Amway distributorship.

   MANIFESTO ITEM #4 - NOW RULE 6, SECTION A, PART II -
   Prohibiting deceitful invitations to prospective distri-
   butors.

   As items in the Manifesto were not legally enforced by
   Amway, the Board of Directors of the Amway Distributors
   Association endorsed Amway's decision to incorporate these
   three items into the Rules of Conduct.

   Appendix 'B' - the Diamond Bulletin released to the U.S.
   and Canadian Diamond Club in January 1983 (and shortly to
   be released through the U.S. and Canadian Newsgrams and
   Amagrams), provides precise details of all Rules mentioned
   above.

   Appendix "C" - Provides precise details of Rule I, Section
   B, Part II, excerpted from the Amway Career Manual.

   Appendix 'D' - Provides you with an excellent "overview"
   of the challenges, articulated in a memorandum to me from
   Mr. Halliday.

THE SOLUTIONS

A) Getting the attention of the distributor leadership that
   we have mutual challenges/problems, and that Amway is
   committed to stop the abuses. Following and expanding on
   the strategy proposed in the document - "Challenge of the 
   '80's" - Policy Committee and Management Committee:

   1. Resolved that Amway must purge our business of these
      illegalities/abuses.

   2. Declared our position at:

      * E.D.C. meeting in Burgenstock, Switzerland
      * R.D.V. Fall meeting swing in 14 U.S. cities (video
        and cassette tapes available)
      * Diamond Club - January 1983 in Hawaii (cassette tapes
        available)

   3. Provides a Corporate alternative and competition to
      distributor designed motivational tape programs by adding
      cassettes and B.V. (refer Appendix 'E' - Newsgram release).

   4. Published R.D.V.'s "10 Points", established at January
      1983 Diamond Club (refer Appendix 'F' - Diamond Bulletin of
      February 1983).

   5. Produced two R.D.V. Directly Speaking cassettes on the 
      subject matter (previously distributed and available upon
      request).

B) Expansion of resources to deal with Rules violators & estab-
   lishment of Compliance Committee - Responding to distributor
   concerns that Amway was tending to "paint everyone with the
   same brush", Sales Division joined forces with the Legal
   Division to expand our (already existing) "Special Handling
   Department" (managed by Paul Burt who reports directly to
   Randy Preston).

   All specific complaints now go directly to this department,
   whether identified by an Amway distributor, an ex-Amway
   distributor, member of the general public, or by an Amway
   employee.

   Major complaints are now reviewed weekly by a new "Compliance
   Committee", jointly chaired by W.J. Halliday and L.S. Mulham
   and enforcement decisions made more quickly, on the basis
   of facts, and whether "cease and desist", "censure", and/or
   "termination" is the appropriate penalty. Appendix 'G' is
   and example of the weekly violations log.
 
   The Compliance Committee, including Roger Krause, Randy
   Preston, the appropriate Sales Director and the appropriate Legal
   Officer, will also review enforcement procedures and
   recommend rules changes.

   While Amway is not initiating investigations without quali-
   fied (preferably written) complaints, Policy Committee has
   directed that Amway Sales Division must follow through
   quickly and completely - BEFORE other outside agencies do it
   for us. (Refer to Appendix 'H' for details of Enforcement
   Procedures excerpted from the Direct Distributor Manual.)

C) The "P.A.C" Men Program

   While the essentially "re-active" program explained in 'B'
   above will deal with violations as they arise, the Corpor-
   ations main objective is to do everything possible to
   stop them from happening in the first place.

   To achieve this objective, a massive, personalized communi-
   cations program is already underway utilizing essentially
   persuasive, selling techniques.

   With 'yours truly", Roger Krause and the Regional Sales
   Directors in the forefront, we hope to:

           Persuade
       get Action from, and
           Communicate to

   all Direct Distributors, thru Summer 1983, the following:

   1. That operating and/or participating in a solicitation,
      sales and/or distribution scheme involving only
      non-consumer items - particularly motivational tapes -
      violates state pyramid/chain distribution laws, and
      could lead to Amway distributors being indicted and/or
      convicted of criminal fraud.

   2. That regulatory agencies, particularly state Attorneys
      Generals, are increasingly sensitive to the ongoing
      emergence of such programs.

   3. Increasing proliferation of Amway distributor partici-
      pants publicaly stating "We're not in Amway", or
      "Amway is just a supplier", etc., could become self-
      fulfilling prophecy.

   4. Particularly where "organization names are used to
      "replace" the Amway name - e.g. "Mindbenders International"

   5. That Federal Trade Commission and Anti-Trust Laws are
      being violated through price fixing and collusion.

   6. That Amway will help the "systems" entrepreneurs and
      participants restructure their support programs to
      provide legal, non-coercive, voluntary programs.

   7. That all Amway Rules of Conduct must be adhered to
      and all Direct Distributors must become fully under-
      standing of the Rules and regularly communicate them
      to their own personal group.

   8. That "peer" group leaders state in public to their
      "organizations" that corrective statements have to be
      immediately implemented to correct misstatements such
      as:

            "No Selling"
            "Not Amway"
            "Must Have Tape of the Week"
            "Must Attend Rallies to Succeed" (in Amway)

SALES DIVISION OBJECTIVE IN TIMING IS AS FOLLOWS:

       "Systems organizations" titular heads - end March 1983
       All Diamonds and above - end April 1983
       All Emeralds - end May 1983
       All Direct Distributors and above - end Summer 1983

All meetings are being organized progressively with the coopera-
tion and participation of the "upline influencer" Direct Distri-
butor wherever possible, but are not necessarily restricted to
this criteria. At this date, progress is excellent with all
Diamond Directs and above, that we have met with, willing to
cooperate.

Violating distributor-produced literature is being withdrawn,
statements we require under the retraining objectives are being
made from the podiums in our presence. Appendix 'I' details
the more typical misrepresentations/violations in a retraining
"checklist."

The following, important statement from Hogan & Hartson's 28
page legal evaluation of the legal risks inherent in selling
and distributing non-consumable "products" through a multi-level
system, has helped us greatly in getting the attention of the
"systems" entrepreneurs:

      "Because of the extensive and extremely adverse publicity
      associated with Glenn Turner's "Dare to be Great"
      operation -- an operation based primarily on the sale of
      motivational tapes -- it must be recognized that any
      multi-level sales plan which unduly emphasizes sales of
      motivational literature or tapes is likely to attract the
      attention of enforcement authorities!!!"

[signature illegible]
   


Exhibit "A", memo hand notated as "First Draft"

TO: Jay Van Andel

FROM: Casey Wondergem

DATE: December  , 1982

SUBJECT: DISTRIBUTOR ACTIVITIES DRAWING LEGAL AND MEDIA HEAT ON AMWAY

   More and more frequently distributor activities are drawing the
attention of state authorities and the media toward Amway. The results
are more negative publicity for Amway.

   In this background memo, I'll sketch the history of this problem
in recent years and its current status. There will also be some predictions about where other such problems are likely to flare, a 
rundown on how Amway now tries to combat such problems, and some
possible solutions to a growing problem.

   Through the years, various state attornys general have
examined Amway. For years, the focus of their attention was  on the
question of whether Amway was a pyramid. The demise of such schemes
as Koscot and Dare to be Great plus the Federal Trade Commission's
definitive ruling that Amway isn't a pyramid led to a refocusing
of law enforcement interest. That new focus seemed to center
upon what prospective distributors were hearing about income
opportunities in Amway.

   About 2-1/2 years ago, Amway saw one of the original symptoms of
this new interest in Wisconsin. That state's attorney general's staff
attended meetings of distributors in the Milwaukee area
and then expressed their concerns to Amway. It is my understanding
Special Handling checked the complaints and found some of them
merited. However, no one was terminated as a result of either the
state's or Amway's findings. Last summer, two years after the
initial complaint, the attorney general's people in Wisconsin
attended additional meetings held by the same distributors investigated
in 1980. This time, the state filed civil complaints not only against
the distributors but also against Amway. The state's action drew
nationwide news coverage.

   After the filing of Wisconsin's claims, we have detected a
widespread emphasis among reporters questioning exactly how Amway
polices distributors and prevents violations of Amway rules. You saw
it personally from Mike Wallace during the 60 Minutes interview and
again in the interview with Chicago's WBBM-TV.

   The same types of questions are at the heart of this months two Amway
programs by New York's WABC-TV. That station claims it became
interested in Amway because of a letter from one viewer. They traced
down three former distributors on Staten Island and interviewed them
about their complaints. Basically, all three contended they couldn't
make as much money in Amway as they had been led to believe.

   Their story is an old one and tempting to ignore. However, the
first WABC-TV program apparently caught the attention of the New
York Attorney General's office. They insist that they were investigating
Amway before that television program. That claim is questionable [unreadable]
cannot be questioned that the Attorney General's office in New
York is investigating Amway. They're specifically interested in
what meetings our Northeast Regional Sales people have attended in 
New York during the past two months, if they reported any violations
of our Plan, and if Amway has enforced its rules against any New York
distributors in the past two or three years. This office speaks of
investigating Amway under New York's Consumer Fraud statutes.

   We now have attorneys general in two states--Wisconsin and New York--
publicly announcing investigations of Amway and its distributors.

   In addition, PR is aware of contacts from the California
Attorney General's office (Deputy AG Albert Norman Shelden), the San Diego
City Attorney's office (apparently over newspaper ads and presentations
of the Plan), and an apparently unconfirmed report in August that
a distributor overheard members of the Minnesota Attorney General's
staff discussing "looking at Amway."

   California, aside from the two contacts with legal officials
noted already, offers added potential for publicity unfavorable to
Amway because of a problem the Southern California Better Business Bureau
in Bakersfield perceives with the Champions organization there. We know
the BBB's manager has attended meetings organized by Champions and has
been complaining about them for more than a year.

   Another fertile field for problems with the state or local law
enforcement officials in Oregon. We've had two specific complaints
from that state in the past two months about the curiosity approach [unreadable]
a mysterious and unfollowed up telephone call from someone claiming
to be a psychiatrist "deprogramming" former Amway distributors, and a
self published anti-Amway book "Fake it til you make it" being featured
in Oregon newspaper reviews and on broadcast talk shows.

   At this point, we don't know if New Jersey authorities are
following up on the WABC-TV reports and investigating Amway. There
has been an unconfirmed report from Connecticut that authorities
there are checking us out. However, that seems unlikely since this
state's Attorney General has a father who is a distributor.

   Certainly the name of Amway is being bandied about on the
circuit linking the nation's attorney's general and it seems [unreadable]
more and more of them will be looking at Amway.

   HANDLING COMPLAINTS AT AMWAY--Currently, the situation is
unclear. As many as five separate departments or divisions may be
involved in the case of a complaint reaching an Attorney General's
office. They are Legal, Sales, Special Handling, Government Affairs
and Public Relations.

   To illustrate the problems with so many involved, consider what
happens if a distributor has a complaint about activities seemingly
in violation of Amway's rules. Presumably, that distributor's complaint
would go to his or her regional sales team. However, many of these
come directly in letters to you or Rich. On the other hand, a
complaint from a member of the general public could come to your
offices or to Public Relations. Complaints about Amway being checked
by reporters normally come to Public Relations. A complaint serious
enough for the offended party to seek legal help probably goes
directly to Legal. In virtually all these cases, the original complaint
winds up being turned over to Special Handling for investigation and
any of the other groups may be called upon to help. A complaint that
is filed directly with the offices of a state's Attorney General
presumably is turned over to Legal or Government Affairs.

   ANALYSIS--Because Amway has been blitzed by Canadian provincial
authorities, that issue is preoccupying us all. However, that is
not the only "war" that Amway currently is waging. We're fighting on many
fronts--publicly in New York, Wisconsin and with the Federal Trade
Commission. All these negatives are part of Amway's file with both
reporters and law enforcement authorities at the state and local
levels. Assaults upon Amway's credibility stemming from irresponsible
activities by some distributors threaten Amway's key market--the
United States. In today's climate, the likelihood of
ambitious or merely curious reporters and prosecutors taking aim at
Amway is escalating almost daily. It is likely to become an even
stronger trend once 60 Minutes profiles Amway activities to this
countries largest television audience. Amway currently is not
set up to fight a multitude of legal challenges in a variety of
states. The harsh fact is that if the number of these challenges
increases significantly, Amway is bound to lose some of them.

RECOMMENDATIONS--There are a number of steps Amway can take 
to reduce the danger. The include:

   1) Obtaining a speedy resolution of the Wisconsin challenge.
A motion to dismiss is scheduled to be hear in Milwaukee January [unreadable]
   
   2) Distributing the news widely (including personal telephone
calls to 60 Minutes and WABC-TV) if Amway succeeds in having the
Wisconsin case dismissed.

   3) Clearly assigning responsibility to accept and investigate
complaints received by Amway about distributor activities. This should
be done in considerable detail (perhaps even through a Standard [unreadable]
Bulletin in addition to a Policy Committee action) so that everyone
within the corporation understands clearly what should be done with
complaints.

   4) Set up a special telephone number to received such complaints
once they are assigned to one department or division. That number [unreadable]
be publicized at least once annually through Newsgram and the Amagram.
We want to clean our own house before some outside agency does it [unreadable]

   5) Create an Amway "truth squad" or internal audit type group to
get into the field and monitor distributor performance in case of
complaints or in areas where we know law enforcement agencies are
investigating. Only through such on-site monitoring can Amway really
know how its Plan is actually being presented to prospects, what
advice they are being given, and the pressures being exerted upon
distributors to purchase books or tapes and attend upline rallies.
This might well require employees with a combination of sales, [unreadable]
public relations, and investigative talents.

   6) This group should also be assigned to monitor and follow
distributor advertising since many complaints about supposedly
"deceptive" practices originate from those responding to ads. [unreadable]
of interest situations should be another responsibility.

   Events of the past three months demonstrate clearly that need
for planning prompt action if Amway is to respond to challenges
of this type. The same persons or group doing the actual investigating
should be the ones involved in dealing with law
enforcement officials checking into distributor activities. Amway
simply doesn't have much margin for error any more in dealing with
investigating, and publicly responding to improper distributor
activities.



Exhibit "A", Directly Speaking, January 1983, Rich DeVos
Amway Cassette Series VA-2160

Side A

   Well, this is Rich DeVos in Ada, Michigan, coming 
forth once again to chat a little bit with you, and to 
share a few ideas, and a little information and some of 
the things that are going on. The primary purpose to this 
tape is to communicate to you some of the things that went 
on at the Diamond Club in Hawaii, and I guess partly to 
make sure we have the least amount of rumors and the most 
amount of facts running around as to where we're coming at 
you from.

   I guess another reason to talk to you right now 
has to do with what we've seen on "60 Minutes" -- what 
we're seeing on other television programs around the 
country, and some of the challenges that seem to be coming
our way at this time.

   At the Diamond Club, I -- referred to them as 
"warts." Randy Preston said, "Maybe you ought to call 
them 'blemishes,'" but I do not think that's strong enough. 
Now let's first of all understand that I am not talking to
new Distributors -- this is not a sponsoring meeting -- I am 
talking to you as Direct Distributors, as the heads of your 
organizations, as the ones that this company deals 
with and looks to to carry on the leadership role in this
organization. Now I recognize there are other awards, 
and every award level, by the way, claims that they are 
the true leadership, but as I told you when I was on the 
road with you, this Plan gears around the simple fact that
every Direct Distributor is in charge of their business, 
they are the owners of it, they run it and they are the 
level to which we look to meet the day-to-day responsi-
bilities in the field organization.

   So I'm talking to you as the leaders of the organi-
zation. I hope you have all due respect for all the people 
below you and all the people above you, and that's just 
super. I must emphasize to you, however, that you're the
leadership, on a day-to-day in dealing with your organiza-
tion. Therefore, it's important you know some of these 
things, and so, maybe we can give 'em to you straight and 
maybe share some of our concerns with you.

   Every since "60 Minutes" appeared, we have been 
innundated by mail. Both pro and con. I think in all 
honesty I must tell you that the outside world, the people
 who are in business, the people who are in government, the 
people who watch "60 Minutes" quite regularly and critically 
and have a knowledge of media and so forth -- generally feel 
we came out very, very well.

   Paul Harvey called me the other day and said, "You 
guys did a great job, I'm proud of ya. And he wanted to 
call just to congratulate us. The head of a major univer-
sity's business school, I talked with him yesterday, and
(unintelligible) "Boy, you guys did as good as anybody's 
ever done. I was proud of ya. In fact, I had a bunch of 
people in just to watch ya, because I knew you'd do well." 
Well, that's fine, but the inside report from Distributors 
goes all the way from frustration to outright anger. 
People who say they distorted us, they didn't show anything 
good about us, all they could do was find a few failures and 
show the extremes and why did ya pick those people, and why 
didn't ya pick somebody else -- and all those rumors you got 
in your mind, and some of those frustrations also.

   Well, let me give you the background on "60 Minutes," 
it might help you a bit. We were first approached a long 
time ago. We tried to put it off, we told them we didn't 
think we were a good subject for the show, but they said
they were going to do a show, with or without us. And we 
finally took it upon ourselves to say that if they're going 
to do it anyway, then we're not going to dodge it -- even if 
it's a disaster, we're at least going to stand for what we 
believe and if they don't put our thoughts on the tape, well
that's up to them. But we're not going to run from it.

   We had no control over the people they used. They 
took tape from all over the country. They taped people on 
the West Coast, they taped people on the East Coast and they 
chose to run the portion they ran. Now, you may not have
liked, or I may not have liked it -- it's unimportant. 
That was their choice. The fact of the matter, however, 
is that watcha saw is what was being presented at an 
Amway meeting. And I'm not goin' to knock it and say it 
was so bad -- it's just that when you take a little piece out 
of a big meeting, it can look not as good as you'd like to 
have it. You know, if you and I sit in a meeting for three 
or four hours and we hear somebody say a few things like that, 
we'd applaud. We'd say "Yeah, right on, and soar with the 
eagles -- why not?" But when ya suddenly see that little 
section, one minute long, take out of contexted and flashed 
on a screen, it doesn't look quite the same, does it? When 
a person stands up and says "I'm going to have a ring for 
every finger..." You know, I say sometimes at a Direct 
Distributor meeting where we're on a talk about getting ahead 
in life and having some of the finer things in life, that 
sounds pretty good. But when it's on a national television 
screen, as though it represented all of us, and that all we 
think about is greed, or money, or rings, or cars, or buses,
or whatever, then it doesn't look very good.

   Now, let's face it -- you and I know that's not the whole 
story -- they know it's not the whole story -- and those that 
don't like us come to their own conclusion. But you see, when 
you grab thirty seconds or a minute out of a whole meeting, you 
get a distorted view. That wasn't the whole meeting - there was 
a lot more to the meeting, and probably much more balanced in the 
meeting, but that isn't what they chose to show, and so it comes 
off that way.

   Now let's, therefore just -- not get excited about it, figure 
we came out of it 50-50, 60-40. We wish it had been a 15 minute 
ad but it wasn't. It wasn't all bad, it wasn't all good, but it 
did show a presentation of how we sometimes look. 

   Now, we also have got -- some of you know -- some problems in 
other states with legal authorities, we -- who -- also say we're not 
saying it right, we're not presenting the Plan correctly, we're 
overclaiming and understating what'cha have to do.

   We have guys in the -- Legal field -- uh, Attorneys General 
-- who don't like our curiosity approach, and -- and, so we've 
tried to -- lay before the Diamonds and I'm trying to lay 
before you and -- and -- really asking for your help. 
We've got to find a way to make a better image.

   You know, one of the reasons we use the curiosity approach 
is because people have preconceived ideas of what Amway is. 
You and I know what it really is, but they have a distorted 
or warped view; and therefore, if they thought they were 
coming to an Amway function, they would probably say "No" 
because of their preconceived ideas. Therefore, would we 
do is use the curiosity approach, but when it's used 
indirectly, all we do is give a further bad image for 
the organization. And people begin to say, "What's the 
matter, are you ashamed of what you're in? Do you have 
to be tricky, deceitful, lie to get me to come to a 
meeting? Tell me it's a fund-raiser, tell me it's a 
-- it's a how to save money on taxes -- it's a social 
event" -- whatsa matter with you people, what happened 
to your ethics? And I have to tell you, that what 
we're running in to. And that's why we're asking for 
your total help to stamp out the curiosity approach. 
If you can't use it correct, then don't use it at all. 
Then invite them to an Amway meeting, and when they
 tell you they know all about that, then ask them 
some questions, such as, "If you know all about it, 
how does the Diamond Bonus work. How does the Emerald 
bonus work? Do you know how how profit-sharing works." 
When they say, "No, I don't know that," then you jump 
right on them and say "You don't know about Amway, 
you better come to the meeting.

   (Unintelligible) . . . that's how you overcome that, 
but I'd rather have you have to go through that little 
verbal battle rather to deceive a person and tell them 
it's not an Amway meeting and then when they get there 
an hour after they sat down they discover it is an 
Amway meeting. You know, that's deception, that 
infuriates people, and that gives this company, 
and you, a bad image. And so we need your help on 
some of that stuff, we just got to clean it up.

   I get too many letters in here from people who 
are still being told, "You don't have to sell products, 
we're in a marketing group, we're just in a marketing 
outfit. No selling is necessary." Now you know, that's 
a lie. (Unintelligible) . . . you can't stay in this
business and be a liar and expect us to have a 
decent image, and I need your help.

   Those aren't big things, those are just little things, 
but you know, we're a big company and we no longer can 
afford to do little things wrong, because everybody's 
watching what we do, and therefore we got to do even 
the little things right -- now, I know you're growing 
up in business and you're -- you're just trying to get 
business and you don't know all of the legal ramifications, 
you don't know all the complications, you just do things 
because you think you're -- you're doing them right, 
but that's why we insist that you must do them our 
way, not because you're dumb or inept or a jerk, we 
ask you to do 'em our way because this is a compli-
cated business and this is a complicated world, and there 
are certain ways that are right and other ways that are 
wrong. And I need your help -- when I say, "Do it our 
way," that not to take your creativity away, it's just 
that with a million of us out there and each got their 
own little twist or turn or idea, and they think it's 
cute, it may be cutely illegal, possibly improper 
and could be creating a bad image that we were 
talking about. Now we addressed all that stuff 
at Diamond Club and I -- I told all the Diamonds 
I need their help, I'm telling you I need you're 
help on cleaning up some of these situations.

   Now, I got -- as we said -- I got stacks of letters 
that came in -- I -- I can't tell you how many of people 
have written. Hundreds and thousands -- and here's -- 
here's -- just one letter from one dear lady from the 
East -- and I won't give her name, I didn't do it for 
that reason, she's talking about "60 Minutes:"

            Please don't misunderstand, but a number of
            people not even in the business stated to me
            that you did not come out strong enough
            against the hype, hoopla, exaggerated claims
            and obvious mixing of born-again, fundamenta-
            list revivalism with business that was shown."

   Then she goes on to say:

            I have no idea, of course, why they edited
            it that way, but, they did.

   Now, I can . . . (unintelligible) . . . I can . . . 
her letter is many pages long, and she told how -- she 
finally switched groups because she was so tired of that 
sort of treatment. Still in the business, but still got 
a bad taste in her mouth.

   You know, I got another one over here. And this is 
the stuff I am receiving, and it comes in the backwash 
of "60 Minutes." Somebody said

            I consider myself to be the victim of
            aggressive Directs and their upline. I
            got caught in an ambitious and aggressive
            group.

   If this was an exception letter, you guys and gals, I 
wouldn't beat it at ya. I got too many of 'em, and 
therefore I'm going to share it with you, although I 
know that it's a little negative, but I have to get 
to you, I have to get your attention that we have 
to do some things to change our image, and we need to 
the help of all of you.

  (Unintelligible) . . . I consider myself to be an -- 
ambitious, aggressive group. Directs, that was (sic) 
determined to reach their set goal at the expense of 
the Distributors, come hell or high water. Their 
philosophy, "Mortgage your home, cash in your 
insurance, get a bank loan and borrow from whosoever 
will loan you.

   We were told in our, and I'll leave the name out 
because it would identify the organization, in our 
so and so meeting, certain things discussed were to 
remain within the walls wherein discussed or suggested. 
Then the goes on to tell how he was harassed at this job.

   Whoever was teaching that, and it was not some 
little new Direct, was teaching an illegal, immoral, 
improper system. I can't tolerate it.

   You know, we've been talkin' to you for years that 
you don't buy a position in Amway, you earn it, and, 
here, blatantly, being taught inside a meeting, and 
then being told don't tell anybody, are methods that 
go contrary to everything we've heard.

   We've always said you earn your position in Amway 
and you don't buy it. And here I see it being done, 
and I want to tell you, we're -- monitoring new Directs, 
we're monitoring anybody who gets a higher award, we 
have a whole department today that is monitoring, 
just because we have some people who got abusive 
with it.

   Now, I just got to lay these things on you, I -- 
I need your attention, and I -- some of you guys who 
are doing it is the one (sic) I am talking to. I'm 
not talking to the rest of you. But some of you continue 
doing things that we are not going to tolerate, and we 
are in the process of establishing a whole new policing 
department in this company, because we have been 
unable to voluntarily get you to decide to do the 
things that are right and will improve the image 
that we have.

   Here's another person, and that's the last one 
I'm gonna read to ya, but she -- she chew me out. 
And, so -- uh, you know, turn-about's fair play, they 
say, and I don't doubt that. She said, "I'm painfully 
that I'm very insignificant cog in the big company 
wheel. But for what it is worth my opinion is that 
our president, Rich DeVos, for whom I have the greatest 
respect, is now obligated to bite the bullet and act on 
his own voiced beliefs. I recall two of the very 
impressive statements which punctuates (sic) my point.

   The first is a quote from a 1965 recording of the 
"Four Winds," where he told the Junior Achievers, 
"Before you go out to clean up the world, you had 
better learn how to clean up your own room." Boy, 
how's that for having' it thrown back at you?

   And how right it is, and how right-on it is, 
that a person would do that.

   She goes on to say -- I had another quote, which 
I put on a tape right after the Manifesto came out: 
"If we are allowed to pick and choose the rules by 
which we will abide, and ignore the others, then 
we have chaos."

   Wow, that's a direct quote, from another person. 
As I told you, they come in by the stacks. I take 'em 
home by the pile at night, and just sit there are 
read through them, wishing I could answer all of them, 
but many of them carry this message, that we've got 
some things to do. 

Well, that's partly what we addressed when we were in 
Hawaii. By the way, I do have one more here, I see it 
on the bottom of my list, and . . . and he's gettin' on 
my case, he says, "You gotta do something to change 
this image of this company." Well, I wish I could 
tell you that we're gonna buy Bob Hope, and he's 
gonna be on television, he's going to be sponsored 
by Amway, and that that's gonna change it. Well, 
it's not going to change it. It will help, 'cause 
he's willing to come on the line for Amway and 
talk about Amway -- you'll love the ads, by the 
way, they're great, and it will get to a lot of 
people.

   There's only one thing we can do the change
the image, you've got to do some things about 
the way we are conducting ourselves in this business 
to correct them. Therefore, what I got down to at the 
Diamond Club, by the way, and this sort of fell out 
afterwards, you know -- one of the things that we 
announced at the Diamond Club -- and it -- Amway has 
been working for three years on the matter of how to 
cope with the tape business. Should the company get 
in it, should it stay out of it, how far should it 
get in it, should it have -- uh, uh -- dollar amounts 
paid to certain levels, pin levels -- should it -- 
should it -- have BV -- shouldn't it have -- we have 
just put it off all these years.

   But you know, we finally concluded, and that's 
what I announced at Diamond Club, that we are going 
to put BV on tapes. By the ways, our tapes in the United 
States will sell for $2.50 and in Canada they'll be 
$2.95, we will pay full BV -- now understand, no PV -- 
so you'll get the Business volume. The reason for 
that is a very simple one, so that you get the Point 
Value out of this business by doing your regular 
Amway business. However, because of the cost 
of doing some of the motivational materials and 
handling tapes, you can get business volume on it.

   In other words, you can't make Direct by selling 
tapes. You make Direct by selling the regular line 
Amway products, but you will get Business Volume 
on the other. Now, from our standpoint, that's the 
kind of a simple things, you know, that's absolutely 
consistent with the Plan, it awards everybody 
fairly in relationship to what they do in it, it 
protects the upline, it protects the downline, 
and it was kind of a simple thing.

   Uh -- primary reason was because we got a lot of 
people in this business who don't have a tape program
and they're saying, "Why don't you put something out;
that's legal and proper," and we finally said fine.
We're going to put out legally clear tapes that give it
straight, and that you can rely on, we're going to put them
out at a price we think it right, we'll put a
little BV on 'em so that you recover some of the costs,
and -- we have a little hooker in there, by the way --
the BV on tapes can never exceed twenty percent of your
total Business Volume. Now, I haven't figured out what
to do if you go to twenty-one percent, but we will,
we may just not pay you on it -- because when your tape
volume becomes so great in relationship to your regular
business, then you are no longer in the Amway business --
you're in the tape business.

   Now, the tape business, if it is not used as a
support for the Amway business, will oftentimes be an
illegal business -- in fact, it could be called a
pyramid -- because, d -- does not get sold to the
consumer. Which means that all the tape business does is
take money out of the organization, and because the final
person can't retail it, it never brings money into the
organization. Now, I'm not arguing about the value of
it -- we accept the fact that motivation is vital to this
business. Good, honest motivation is important to the 
business. But, it must be motivation that builds the
business -- not become a business in itself.

   And some of you have made it a business unto itself.
And you're making a lot of money on it, and all I'm saying
to you, well, I can't tell you whether you can or you can't,
I can't tell you whether it's legal or illegal, I'm not
checking on your business right now. But we have to provide
an alternative to the Direct Distributor in this business
in a fair and legal and honest manner as a support device
for the main business. And so we decided to put BV on tapes.

   We really didn't think it was a big deal. I was a
little surprised, and I am surprised today to the reaction of
some people to our doing this. (Unintelligible) . . . "You're
cutting into my tape business, you can't do that." Listen,
we've been putting out motivational materials in this 
company for 23 years. We've been putting out tapes longer
than anybody in the business. The mere fact that we decide
to put BV on it is a corporate decision, we make corporate
decisions everyday to make a product a sales aid, or to
put it in BV. We do those things everyday. So our doing
this was not a big deal from the corporate standpoint,
and so we're a little surprised. We never really considered
it being confrontational, we considered it as a way to take
care of all the good, Direct Distributors in this business
and letting him share in some of the dollars in it, for
motivation, as long as it didn't get out of control and
become their main business, and that's why the controls are
placed in it.

   I really find it hard for anybody to argue with Amway
putting some profit in tape -- uh -- for the Direct Distri-
butors -- uh -- even though I've gotten some of that reaction,
but that's a whole subject, and -- I just, we just
dropped the tape thing there, and -- and we'll move on to
the -- the bigger picture, you know, the bigger thing --
by the way, that's effective March 1, and uh, you'll be
getting price lists and notifications on it, and those of
you that don't have a good tape program or any tape program
it's -- we think we're going to begin to offer you a 
good program you can offer to your organization in
balance to motivate your people, uh -- I'm not trying to
push them, I'm not trying to jam 'em at ya -- I'm just
saying that if you feel there is a need for more tapes
in your group for motivational reasons, we're going to have
some available. Uh, and so -- uh -- we don't call it a
program or a system, we just are adding BV to our tapes
and going to expand our tape library to better serve those
of you that have a need for such a thing.

SIDE B

   Another upshot of everything else, therefore, at the
Diamond Club, and all the discussion, led me to challenge the
Diamonds, and I -- I want to challenge you with 'em today. I
may have sounded a little angry to you. I'm not really angry.
I'm just -- I'm concerned. I -- I am vitally concerned about
the image that this Company is portraying. And I think we've
got some bad actors in this business, and you know we have. And
I am imploring all of you to do two things. Number one, clean
up your act. And number two, if you know people who are
continuing to do things improperly after all of this, then I
want you to write us a note and just tell us who's doing it.
Don't -- I don't need 419's right now. I just want to know so
we can track the improper ones: And if we find somebody is
cross-grouping, and if somebody's coming to you and asking you
to buy their system or their tape program, then you let us know,
'cause that's cross-grouping. And just put it in a letter.

Say, "so-and-so came in to see me today to try to get me to sell
their stuff."  And, you see, then we can put a quick track on
anybody who is violating one of the basic principles of this
organization. And we'll begin to spot them; and we'll get to
them. And then we can take our action from there. But we need
your help on getting us some of that information. But, more
than that, we need your help in making sure the way you're doing
it is proper in your own group.

   These are the ten things I put before the Diamonds,
and let me just put 'em before you. I asked the Diamonds, by
the way, that if they agreed with these Ten Points to write me a
letter or to stick it on the note pad that was in front of them
in the meeting room. All they had to say to me was, "Rich, I
agree with you. We support those Ten Points, and we will teach
them to our people. And, you know, I received such letters from
almost everybody who was there. Not everybody, but I did
receive them from most of the Diamonds. So I have them in my
file, and I know who has pledged their support to uphold these
things. And while we're not in a meeting and I can't ask you
exactly the same thing in the same way, to hand it to me when
the meeting's over with, and scribble it on a piece of paper, if
you feel so inclined, you might want to write a note and say,
"Rich, I support your Ten Points, and I'm gonna uphold them in
our group, and I'm gonna teach them to our people and see if we
can't clean up our business so we can present a better image to
the world."  So, I'm not -- I'm not necessarily going to take a
role call on it, but if you feel that way, sometimes, you know,
it helps your own commitment, and it might make you feel a
little better to let us know where you stand. Just say, "I am
with you." Just stick it on a postcard. I don't care. Just
say,  "Rich, I stand with you on the Ten Points," and we can go
from there.

   Now, here they are. They're not very complicated, but
they do get down to some of the nitty-gritty, and I'll explain
them to you as I go.

   Number One:  I will unplug from any group, up or down,
Which is not in my line of sponsorship. You know, a lot of you,
got your fingers dirty. You got your hands a little bit into
somebody else's group, or you're dealing into somebody else's
group that's not in your line of sponsorship, or you're getting
stuff from somebody. I'm just asking you to unplug it. Tend to
your own business; stay in your own line; deal only with the
people you sponsor. The other people are not in your group;
they are not your business; and if you are a believer in this
Plan, then you'll believe in the principle. If it's okay for
you to intrude somebody else's group, then it's okay for them to
intrude yours. If it's okay for you to intrude somebody else's
group; then it's okay for somebody above you to go around you
and intrude your distributors below you. You and I know you
can't tolerate that. We can't stand it, and you've got to agree
to stand on it. If you do, send me a note. I know, there are
some old, historical associations. Some of you had 'em goin'
back ten years. I'm not going to come running over and try and
police it; but I'm saying you should start to think in terms of
unplugging and gettin' your act cleaned up.

   Number Two:  I will only use Amway-produced literature
in the presentation of the Plan and will use only the figures
Amway gives. We have a major lawsuit going right now with an
attorney general in one of the states based on people making
what they say are excess claims and telling people they hardly
have to work at all, telling them you can make $50,000.00 a year
and you only have to work twelve hours a week. Now, you and I
both know, you know; that -- that just can't be put up with.
And, therefore, I have a very simple statement to you:  Don't
create numbers of your own. You use the numbers and the
literature we give you, and nobody else's. You don't have any
tapes in your group to teach you how to present the Plan other
than the one Amway has. That's what I mean by following Rule
Two.

   Number Three: I will not make my willingness to help
a distributor conditioned on their purchasing my Tape of the
Week or anything else I sell, which is beyond the basic
Amway-supplied material.

   I tell you why that's in there. I got too many
letters from people who have told me that they were told that if
they didn't support their upline and buy his or her tapes, then
they would not give them any help. I can't put up with that.
It is a sponsor's responsibility to train, motivate and supply
their people. That's for the privilege of being the sponsor;
not whether they buy some extra things you've decided to sell.
If you have people in your group that you don't want, then let
us know and we'll reassign them to somebody else; because if
you're unwilling to take care of them because you are willing to
sponsor them, then let me know. There are no conditions on
servicing distributors. All of your distributors are serviced
the best you know how, whether they buy a tape of the Week from
you or not.

   Number Four: If I offer tapes, books and rallies,
they will always be presented on a voluntary basis. No strings,
no pressure, and no force,  and by 'force' I mean such as saying
to somebody in your group that "You must take ten tickets. You
must take a hundred tickets. Here's your hundred tickets. Pay
me for 'em. You better get rid of 'em. We're going to fill
this hall. Or saying, "You must subscribe to Tape of the Week,
or I won't work with you."  That's force. You know, you offer
these things, but you do that voluntarily. If you do it that
way, fine. It doesn't diminish your willingness to work with
them. Pure, voluntary use of support materials. By the way,
you ought to be very careful, because the moment you do anything
more than what I am saying to you to do, which is voluntarily
offer them, you are going to run the risk of having an
employer/employee relationship. That's the last thing you need.

   Number Five:  If I teach the curiosity approach, it
will be in accordance with Rule Six, as passed out at the end of
the meeting. Well, I can't pass it out to you today, but Rule
Six really says if you're going to use curiosity, you must tel1
them they are coming to a business-type opportunity meeting.
You may not tell 'em it's a social event or a coffee or a church
event or a fund-raising event or a how-to-save-money-on-taxes
event. All that is deception. You must tell 'em it's a
business opportunity meeting. If they ask you if it's Amway,
you say 'yes.'  That's what the Rule says. If I were doing it,
I would say to people ahead of time, and I wanted to use
curiosity, "I'm not going to tell you what it is, but I want you
to come."  If they said to me, "If that's the way it is, I'm not
going to come," I'd say, "Well, fine, then, say home: You spent
all your life telling me that you wanted to get ahead, you
weren't happy with your conditions in life, you don't like your
job; and now I ask you if you'll give me two hours to come and
hear about something and you tell me you're not going to come.
(inaudible) stay home."  See?  Don't beg people. Finally, you
get down to challenging them to come or not come.

   Number Six:  I will not produce any literature or
tapes about the Plan or the products. I know you present the
Plan magnificently, but what you don't always know are the fine
points that we have to cover in all fifty states, plus
satisfying the government, to make sure we say it exactly right.
And that's why we cannot permit you to produce any such
materials.


   Number Seven: I wil1 not hide behind group names. We
are proud of our group and like our own identity, but we will
not use it as a subterfuge to say we are not in Amway. This
really is a hot one, folks. People are saying, "Oh, we're in
X-Y-Z organization. We're not in Amway."  If you are signed on
an Amway application form and if you have anyone you sponsor
who's linked to you, then you are in Amway. I don't care what
other name you want to run under:  By implication, you are
saying you're not in Amway:  If you are asked, then you must
say, "I am in Amway."  And if you're not willing to say that,
then don't send me any letters.

   Number Eight:  We will work together to build our own
businesses while creating an organization that truly cares about
every distributor in it. We will talk about the big picture --
no problem -- while making sure we do not diminish those who
choose to do less or make them feel like losers. I hear that
very often. "There's winners and losers. Are you a winner?
Are you a loser?"  Almost insulting people who don't sign up.
You even got bad terminology. "We're the winners. Over here
are the losers in life."  They're not losers. They may have a
richer, fuller life than those of you that got fancy cars and
new clothes or big rings have got. You know, they -- Life is
not geared by materialism. You do not decide who's a winner or
a loser. There's too -- Life is too complicated for that. We
must make sure we always speak of everybody being a winner, even
though they may have different goals. My plea here is that when
you have a program, you make sure you have people on there who
are making $100.00 and thrilled with it, as well as those who
make more. Present it as a plan so that everybody can realize
their goal, whatever it is.

   Number Nine:  While recognizing the importance of
financial goals, we will attempt to use tact, t-a-c-t, and
dignity so as not to create an image of just money, money,
money. Together we will create an organization which loves and
cares for each distributor, regardless of level, and an
organization which will be of service in our communities. I
don't mind your making money. I don't mind your enjoying the
things that money wil1 buy. But I do have a problem of
presenting an image of an organization that has nothing in it
but greed, that has no concern for the poor or the hungry or for
what's going an in their community. It is time, folks, we
changed our image and showed an image of a company and of
individuals who care about other people, no matter where they
are economically. And that while you may want to quietly talk
about your new cars or your fancy rings, you also talk to people
about the other values that the Amway business brings, such as
the wonderful idea of being associated with people who are
positive, the great and good things that happen by -- by making
an extra $100.00 a month, the fun of -- of being in an
organization that is in a positive frame of mind. All the
other, little things we don't talk about:  the joy of bringing
up our children in an atmosphere of positive thinking; you know,
have our kids hang around people -- the joy of having our kids
see something else other than the back yards of their neighbors'
houses and never get more than fifty miles out of town, to be
able to open your children's minds to music and to the arts.
All of that is what we got to talk about, not just whether we're
making some more money.

   And, Number Ten:  I agree with the principle and will
observe the rules relating to PV/BV transfers. We will do all
we can to make sure no PV/BV is transferred to anyone who did
not honestly buy it and who was complying with the seventy
percent rule. In other Words, I need a pledge that you will not
inventory load, that you will not push a bunch of stuff on
somebody to win a pin or to earn a trip; but that they will,
indeed, have not only bought the Amway products, but have, in
turn, sold them so that they got retail and the money came back
in. In direct contrast to what I read to you in a letter
earlier, "go out and borrow the money to make it."  I could tell
you horror stories about every company I've ever lived with and
fought against, who did inventory loading, asking people to
borrow money to make a pin level. We have watched at least a
hundred such companies come, and we have watched all of them go;
and they are all broke and long gone. We cannot tolerate this
business. We must stick to the principle that the people we
hang pins on did so because they built a strong, Amway-centered
business, built on what they did conforming with the rules of
rewarding people an the basis of performance, not on the basis
of their ability to beg, borrow or steal money.

   Well, that's quite a Directly Speaking tape. Heavy?
Well, maybe. But, you know, folks, this is a serious time.
What you saw on "60 Minutes" was probably not all to your
liking; it was not to mine. But the beautiful part of it is
that Mike Wallace, when he was here, said, "You know, this is
the most phenomenal thing."  He was intrigued with the lives we
were touching and the things we were doing. He was intrigued
with the motivation, the lifting up, the spirit of the people.
He was convinced; when he went to shoot those pictures at that
meeting in North Carolina, that he would find nothing but
Bible-belt Baptists, all white, only to find blacks and Jews
from New York City, all mixed in. He said, "We couldn't believe
it. This was a cross-section of America, people trying to get
ahead, and we were impressed."  Well, they may not have shown
that in their programming, but, you see, we know that they could
have done a lot worse for us. And, so, we're grateful to them
for showing us our warts and for helping us to remind ourselves
that we got to "clean up our own room," as the one lady wrote
and placed it so well. That if we are really going to go out
and impact this world, we got to do it with clean hands. And
right now, some of you have got to ask yourself these ten
questions. Some of you have got to ask yourself whether you're
really in the Amway business or whether you're in the tape
business. You got to ask yourself whether you're really in the
rally business or in the Amway business. You must ask yourself
if everything you're doing is to support your Amway business or
is it really for a secondary motive. We are, of course, a
little prejudiced. But, you see, it is the Amway Plan that you
run under, and we really cannot tolerate people running under
the Amway Plan and then doing such things that destroy the image
of all other Amway distributors.

   And, so, we're off and running. We're on to the
subject, and I hate to confront you with it. But I think for
most of you, you'll recognize that if we aren't careful with our
image, some day it'll be so bad, you won't be able to sponsor
anybody. And then there won't be any sense in talking about it
anymore. But right now, this night, at the meetings you have
today, with the people with whom you talk today, is the time to
make sure you present the Plan as a plan that offers opportunity
geared on hard work and that you approach people honestly and
straight-forward and don't try to deceive them, and then you
don't try to push stuff on your nice distributors because you
make money on it when it may or may not be totally necessary for
them.

   I know some of the tapes are magnificent. I know
they're important, and I know rallies are important, and I know
books are important. I know all that's important -- all
important within balance. Out of balance, it can destroy us.

   And so, we're on the road. Thanking you again for a
great year and thanking you ahead of time for your cooperation
because it is my belief that each one of you, when you realize
what's really going on in this business, will say, "Rich, you're
right. I'm with you. We do got to clean up our act. And it
isn't just in the other guy's group. I got some stuff to do
with my own group."  And if all of us will take that to heart
right now, we will begin to build the new Amway, based on
sponsoring people in a very simple, straight-forward manner, to
join the fastest-growing, most magnificent outfit in the world
that offers people at the bottom of the rung a chance to make a
beginning. And we will focus our attention on selling products.

   Expo is just hitting the road. It will be in Atlanta
next week for its opening thing.

   Dick, my son Dick, and Roger just came back from
Cleveland where they built it; and they said it is absolutely
magnificent; it is going to stun them when they see this new
traveling show. We have two new semi's that are traveling
across the country, carrying this from city to city. Bring
every customer you get. In fact, go get ten of your friends who
think you're nuts for being in Amway. Invite 'em over for
dinner and say, "We're going to go to the Amway Expo."  Or tell
'em you're going to take 'em out to show 'em the Amway Expo and

[page of transcript missing]

So we'll be in touch with you. We'll see you all, and thanks
for being great people.

   This is Rich in Ada with great gratitude for all of
you. Bye-bye.


CERTIFICATE


STATE OF OHIO         )
                      )  SS:
COUNTY OF  HAMILTON   )


   I, KATHLEEN M. McCLELLAN, a Court Reporter and Notary
Public for the State of Ohio, commissioned and qualified, do
hereby certify that the foregoing twenty-nine (29) pages
constitutes a true, correct and complete transcript of Directlv
Speaking, Rich De Vos, Amway Cassette Series VAL-2l50, which was
transcribed by me and/or under my direction.

        IN WITNESS WHEREOF, I have hereunto set my hand and
notarial seal at Cincinnati, Ohio, this 29th day of March, 1985.



Directly Speaking, data unknown (probably Feb. or March 1983), Rich DeVos
Amway Cassette Series VA-2160

SIDE A

   Well, here we are again in Ada, Michigan, and this is
Rich. You might not know it, but today is my birthday. It's
the 4th day of March, and I'm 57; so you won't have to spend a
lot of time discussing it. And since it's the second Directly
Speaking tape dealing with some of the real challenges that this
organization faces right now, I thought maybe we ought to kind
of get back to some fundamentals a little bit and then see if we
really can't answer a lot of the questions that have come to me.

   My mailbag, since the last Directly Speaking tape, has
been very heavy. Many, many of you have written letters,
saying, "It's about time,"  "Thank goodness," "Hallelujah," and a
few other joyful expressions. My desk became piled high with
people saying, "I support you in your Ten Points."  And if you
haven't written such a letter and you feel that way, I'd still
urge you to write it. We are down to a point of trying to find
out who really supports this Amway program; and, if after
listening to the last Directly Speaking tape you felt like you
wanted to stand and yell and say, "We stand with you," and never
bothered to write, it's important that you do.

   Let me just see if I can't reiterate a few of the
important things that I think are facing us right now, some
principles that are involved. And it is, of course, the reason
that I am writing, or, why I'm talking to you, as -- as Direct
Distributors.

   Someplace along the line, we lost sight of the fact that
the Direct Distributor is the operating head of their
organization. All due respect to the upline. I don't care who
they are; I don't care what pin level they are. Many of you
have heard me talk over and over again about the fact that if
your sponsor did nothing more than tell you about Amway, they
opened a door of opportunity for you; but only you can walk
through it. And those of you that I'm talking to today  are
Direct Distributors; you took the challenge; you walked through
that door, and you became a Direct Distributor in the world of
Amway. In our book, that makes you the head, the star the
outstanding performer, who, unlike many others who looked at it
and listened and either turned it down or did nothing with it,
you did, and you are to be commended.

   I'm disturbed, because I find too many people are putting
Directs down and saying,  Oh, what are you? "You don't know
enough," a Diamond's where it's at. And you know, it's true; we
have a lot of awards at Diamond. But we decided a long time ago
in this company that Direct Distributor is where it's at. After
all, a Diamond is only a person who has six Direct Distributors,
and a double Diamond is one who has twelve; but this whole Plan
revolves around the leadership of the Direct Distributor. And
that's, of course, why we're talking to you.

   I'd like to get through some of the kind of negative
stuff that's come on my desk, also. As I told you, I've a lot
of positive responses. I also have a lot of horror stories,
stories that  must have been swept under the rug or hid behind
the curtains, that should have been brought to our attention a
long time ago -- and I know, in some of the cases, they were
brought to our attention, and we did nothing about it; and I
apologize to you  for that. Maybe we overlook some things,
maybe we are blind and maybe we swept some things under the rug,
too, and thought it would just sort of go away. Only some of
these things did not go away; they just got worse.

   And, so let me see, now, if I can just take some of the
questions that you've sent to me, some of them in anger, very
mad at us for doing a simple thing, like putting BV on tapes.
None of us here ever realized that we would cause to come out in
the open all that has now come forward; but I must assure you
that now that it is out in the open, we have no alternative but
to move forcefully and directly on all the things that are now
before us here. We cannot turn our back. We cannot sweep it
under the rug. We must deal with it; and deal with it, we
will. And we are developing the resources inside this company
to attack it on a one-by-one basis.

   One of the complaints that we received was, "Why do you
always act as though we are all guilty when it's only some who
are guilty?  Why don't you praise the rest of us?"  And, you
know, I think that's a marvelous idea; and I do try to praise
you. I -- I would praise you now for being who you are and
where you are. But, you see, it's sort of like trying to find
out where the problem is, only you don't know where the problem
is; and, so, you sort of have to swing wide. And, in the
process, yes, indeed, you do sometimes harm those you really
should be loving. But I also found out that in the past,   when
we have done work to resolve specific problems and we didn't
tell everybody about it, we got accused of not doing anything.

   So, on the one hand, if I talk openly to all of you about
some of the challenges, I am accused of painting everybody with
a broad brush and making them feel quilty. On the other hand,
if I don't talk to you openly about all of these problems, great
numbers of you think we are doing nothing. And, therefore, as
adults, as leaders of the business, which is what you are, as
the operating heads, as the responsible party, we must share
with you the problems of the business, as well as the challenges
and the joys of the business. And, I guess, I must trust that
you are big enough to cope with both of those; so that on the
one hand, you don't get all bent out of shape because there are
problems in the business and lose your excitement for it, and on
the other hand, that you don't get carried away with your own
power and greatness if we don't challenge you with some of these
issues. So, I don't want you to get to where it goes to your
head; and, by the same token, I -- I don't want to put you down;
but I feel all of you must know what is happening, so that you
can react intelligently to it. If you don't know what the
problem is, sometimes you don't even know when you're being done
in; and you should know some of those things that are happening...
And so, we'll kind of lay it on you.

   Let me take some of the kind of nasty ones first. They
kind of come in groups, by the way. You can always tell when
some person in the business -- perhaps in a leadership position
-- has called together his Directs and given them the word,
because a whole bunch of letters or telegrams come in; and they
all say exactly the same thing. And, so, my first reaction to
those kinds -- and I have a little stack of those in front of me
is that obviously these people never thought the problem
through. They are mouthing what somebody else has told them to
say, and they run along the line like this:  "What happened to
your trust?" I don't know if I can trust you anymore," "You put
BV on tapes," "You cause me great concern."  Maybe -- let me
read you one. "Disturbed by Directly Speaking tape. Lacks
mutual trust and respect. Need two-way communication. Consider
bonus increase at level price to cover inflated building cost at
distance."  Interesting. I don't have one of those; I have
several of them. They go in a slightly different vain; but
they're all saying, "You broke your trust when you put BV on
tapes."

   Well, let's just talk about trust a little bit. How can
we be accused of breaking trust when all we did was do what they
are asking us to do in the next sentence, put some more money in
the Plan?  You know, the first sentence says, "You've broken
your trust;" the second sentence,  "Put more money in the Plan."
You know, you shouldn't have sent the telegram. We just did; we
put more money in the Plan for the Direct Distributor and
everybody who earns BV. Now, how can that break trust?  I can
see where, if we had decided to eliminate a bonus, to remove
items from BV and ask you to handle them without anything, that
you could accuse us of such a thing. I don't see how I can
possibly be accused of breaking trust when we have, indeed,
enriched the Plan and exactly in the form in which the Plan has
always operated, which is a principle I think those who have
written such telegrams have forgotten.

   This Plan was geared around the sharing of the
opportunity with everybody in the line of sponsorship.. I think
what some are saying to me is that we had a nice system that
shared it with only certain, selected people in the Plan; we
split the money amongst the Diamonds and the Emeralds; we didn't
give it to anybody else. Trust?  Whose trust?  Whose trust was
betrayed?  All those good sponsors who brought you all those
other people who were walked over, stepped on and bypassed?  Do
they deserve your trust?  And then to question whether we should
be trusted, who have protected the Plan, is really an insult to
me.

   I am further fascinated, by the way, with this whole idea
of "put more money in the Plan, but don't raise the prices."
I've heard that, you know, for a long time. I guess, what that
says to me, from a person who hasn't thought it through, "Give
us more. Take it out of the company's coffers; but don't charge
more to the customer."  Sounds good, doesn't it?  Sounds like
the same kind of a problem that got the automotive industry in
trouble; like the same kind of a problem that got the steel
company in trouble; like the same kind of problems that have
seen businesses go down the drain forever, which is, "Oh, just
raise the prices; give us more money."  No way, folks. There
just is no way to continue to pay people more money for doing
the same amount of work.

   In one of the telegrams, it said, "But we have to travel
great distances."  Oh, do you?  Who said you have to travel
great distances?  Who said you have to go from one side of this
country to the other to sponsor someone?  You know, Jay and I
started in this business in Grand Rapids, Michigan. We built
our business in Grand Rapids, Michigan. We lived off the volume
we generated in this town. We lived with the people we
sponsored; we lived with the ones who chose not to be sponsored.
But we developed a reputation in our own community of operating
an honorable business, and we were able to sponsor people in
this town regularly. And when, finally, others developed in
leadership roles in our Nutralite business, we went fifty miles
away to Lansing, Michigan, or we went to Holland, Michigan, or
we went to Detroit, a hundred and fifty miles away.  And I
remember driving those nights; I remember coming out of Detroit
after a midnight meeting and driving home because it saved the
twenty bucks of a hotel room, and we did it every week, year in
and year out. We didn't talk about suites; we just wondered
where there was a cheap hotel to stay in.

   You know, folks, it's time we got back to the
fundamentals of this business. There is no way to put a lot of
money in this Plan, other than a very simple one. I can show
you how to double your income; and that is by doubling your
volume. Somebody says, "Put an extra one percent in at all
levels."  And those who don't know should know that a one
percent payout in the Plan at least is a four percent increase
at the retail level. And somebody glibly says, "Put some more
money in at every level."  Do you think Direct Distributors are
going to do flipflops over getting twenty-six percent instead of
twenty-five?  I don't think so. But I can show 'em how to get
an extra fifty or sixty percent if they'll get out and sell some
merchandise. I guess if I'd been told all these years you don't
have to sell the product, all you have to do is wholesale it to
people, then I guess maybe I wouldn't pay any attention to
pricing, either. But that's an illegal business. And those of
you that preach it and foster it and talk about it are operating
illegally. I don't know how often I have to tell you that. I
don't know how long I have to keep insisting that you talk upon
people retailing the product and gaining customers and servicing
them faithfully, only to have some of you just throw it up in
the air and say, "That's not our way. We don't teach that
method."  I got to tell you, you're running the wrong method.
You see, once you'd accept the fact that you must sell the
product at retail to have an honest business, then you suddenly
are very concerned about the pricing of the product. And once
you understand that, you don't just glibly say, "Oh, take it out
of the corporate coffers; just raise the price a little bit;"
because those dollars do not exist there.

   Somebody says, "You guys make a lot of money."  That's
right. And when you have a billion dollar a year business,
you'll make a lot of money. But I'll tell you, We didn't make a
lot of money by operating a hundred thousand dollar a year
business and seeing how we could suck it dry. We built a
billion dollar a year business. And when you work towards
getting products retailed at that level, I'll tell you, we'll
make money in this business. The problem is, some of you are
trying to figure out how to make a lot of money without gettin'
the volume that you need.

   Somebody said, "I want to make more money." Let me tell
you how. I don't have an extra one percent for you. I got an
extra fifty-five to sixty-five percent for you. I'll tell you,
folks, you can't beat that. But some of you have got a warped
viewpoint of what makes a business operate; and once you get
back to the idea that your business will grow in direct
relationship to your ability to retail products, then you'll
overcome the biggest mental handicap you have right now. And,
maybe -- Let me tell you something. Maybe it's time you trusted
the old, fifty-seven-year-old man instead of some people who
been in this business a few years and have never worked it at
the fundamental level, and they're telling you all about it.
Well, let me tell you, maybe they don't know all about it. And
I'll make some more comments about that as I go along:

   The other question always comes up, you know, and it's --
it's a -- it's a good question:  "Why didn't you bring it to the
Board?"  And maybe as I develop that theme for you a little bit
you'11 catch on to a few other things  and maybe there'11 be
some applications to your own operations that you better start
to think very seriously about.

   Here's one of those letters: "We thought we voted on the
Board to represent us."  Well, you voted for people on the Board
to do certain things and, indeed, to represent you and, indeed,
to present your viewpoints and, indeed, to bring your opinions
to us on all legal issues. But, whoever told you, and all those
of you who say, "It should have come to the Board," whoever told
you that doesn't know the law. Oh, they're experts. But
they're -- You know, it's like a -- like this old, western
cowboy used to say, you know -- He used to say, "All of us are
ignorant, only on different subjects."

   Now, you know, this is a very complex business world we
live in, so let me put it to you real fast and straight. The
Board is, indeed, an organization that represents your
viewpoints. It indeed does visit with us on this business. But
some of your so-called experts, who are telling you that it
should have gone to the Board, don't know, is that for this
company to discuss with the Board pricing on any product is a
federal offense. It is known as price fixing. And we have a
little experience with that and the FTC, by the way, that maybe
your leader didn't tell you about or he forgot about it.

   Maybe you've been reading in the papers lately about the
president of a major airline, who casually said to his
competitor, "Why don't you raise your prices twenty percent, and
I'll raise mine?" And he has now been charged with a federal
crime. Simple little statement. And, so, whoever told you that
you must insist we bring it to the Board doesn't know what
they're talking about.

   But, you know, there's problems beyond that one. Let me
just bring up another little side issue for you, and not too
incidental. Some of you are screaming at us on the twenty
percent. Some of you self-righteously say, "Oh, we have less
than twenty percent in tapes and books and side issues in our
other business."  The Amway Corporation does in excess of a
billion. If we only did ten percent -- not just in books and
tapes; but let's talk about rallies and all the other things we
tell our people to pay for; put it all together.

   Let's assume we're taking out a hundred million dollars a
year.  We have placed a maximum on tapes and books at two
hundred million that we would allow. I don't know what you
might allow. But when you get into those kinds of numbers, if
you want to hear a scandal, just read about it in the papers.
You present wonderful numbers on the blackboard about all the
money they can make. Maybe you ought to tell them about all
you're going to take from them before they make any. Maybe that
would be the rest of the story. But, you see, those are
fantastic numbers. Our legal people tell us, "Boy, if it gets
over ten percent!" Finally, they agreed, that maybe somewhere
between ten and twenty is acceptable. Maybe that would be
considered reasonable by governmental authorities. We assume it
will be. We really hope it never gets to those numbers.

   We didn't start out with BV on tapes to get to those
numbers. We didn't start out with it to capture the market. We
put it in, by the way, to be a competing force and to draw your
attention to the kind of potential abuse that we thought was 
there, which we now know is there, with a kind of power and 
pressure I never believed; and I am not going to take all
afternoon to read you the horror stories of the people who say,
"I'm connected with such and such a system. I have $8,000 worth
of their tapes in my basement. They will not take them back,"
and the others who were told to mortgage their houses, cash in
their life insurance, told to go to the bank to borrow because
this big weekend seminar was so important. Well, that's
extracting money.

   Let me talk to you about the legal side, beyond price
fixing, that deals with pyramids, that deals with the illegal
operation of a business that does not have an end consumer,
where the product is not retailed. That would include all books
and tapes. The sad news, folks, is that when those things go
out that way and they become excessive, beyond my ten or twenty
percent theoretical guideline, hopefully acceptable, to where
it's a reasonable support system, but not beyond the reasonable
element, then it becomes an out and out illegal pyramid. Why BV
on tapes?  That's why. It was time to bring some reasonableness
to all of this. We also didn't take it to the Board, by the
way, because we didn't really want to put a Board member on the
spot. We have Board members who operate pretty big systems. It
would have been a kind of an embarrassment to put him in the
crossfire; so we just decided not to even discuss it at that
level.  Despite the fact that it would have been illegal to do
so, we just decided it would have been the wrong place to talk
about it, because we had to move to tend to some of the problems
that I've just been discussing with you.

   Well, let me pause a minute and look through my grab bag
of mail a minute and see if I can't find if what -- a few other
good examples for you and then plead with you to do some very
simple things. It's time to get on track. That's all. It's
time to do some very simple things, and they are ail outlined in
the Ten Points that I gave you in last month's tape. And if you
haven't listened to it, listen to it again; because there's no
sense in my going all through it now. But, in truth, those Ten
Points embody all the elements of what we want to talk about.

   And, now, let me give you some of the other expressions
that I've received and -- without trying to be negative on it;
just trying to touch the high points here. Here's a little
list. I'll kind of run through some of 'em. "You just want the
tape business, you greedy monster."  That's a great question,
isn't it?  I really don't want the tape business. As I told you
before, if the tape business becomes a big business, I'm going
to have to cut it down to size. I'm going to have to restrict
it. I don't want it to be a big business. I want it to be
exactly  what it should be; and that is a reasonable, economical,
for the industry bitter support system to the saleing (sic) and
sponsoring in the Amway Plan. That's all I want.

   If the tape business becomes substantial and earns
substantial dollars, I have a couple of choices, one of which is
to lower the prices; because we want to keep it at a reasonable
level. Why?  Because the goal of Amway has always been one, and
that is to give the average guy on the street, who's scared to
death of his mother-in-law, a chance to make a new beginning.
That's the principle. We didn't start this business to see what
we could take from him. We started this business to see what we
could help them achieve; and I'm afraid some of you got the
business backwards. I'm not sure some of you are in the Amway
business. You really don't care whether that guy achieves. You
like to think you do. You give me long letters about how -- I
got one here, and, you know, it says, "Before I got in using
tapes" my business was so much. Now that I'm using tapes, it's
doubled." Now I'm a Diamond, and I have done so well; and it's
all because of the tapes."  I -- I'm -- I'm glad it -- it
worked for you, Diamond. I'm proud of you. Why don't I have a
hundred thousand Diamonds if all it takes is the tapes?  Why,
it's so easy. Just give 'em the tapes, and they're Diamonds
next week. Or does it take four years?  Who you kidding?  Who's
been telling you that stuff?  Do the tapes help?  Sure, they
help. Do meetings help?  Sure, they help. Are they the answer
between winning and losing?  No, they are not.


   Our achievement numbers haven't changed at all with this
tremendous burden of systems. I and you cannot prove an any
higher ratio of achievement than you had before. Are they
better people for it?  Possibly. Is it a good way of
communication?  Absolutely. Does it help get good ideas through
he organization quickly and effectively?  You bet your life it
does. And, therefore, it is a helpful device.

   Don't get me wrong. Don't say I said tapes were bad. I
have never said tapes were bad, because we sold 'em long before
you did. We think they're a super means of communication. Do I
have a problem with big meetings and rallies?  Lands  no. I was
putting on big meetings and rallies before some of you ever got
out of your diapers. I made speeches on that stuff thirty years
ago, before huge meetings. Some of you act like that's all new
stuff. That's not new stuff. It's only a question of how you
operate it and where you price it and whether the people feel
it's worth it. And I've got to tell you, you got to review that
carefully. And a little competition will help keep you in line,
too.

SIDE B

   We11, let's try another one, since I am so greedy. "Why
didn't you do it sooner?  Why do it now?  It will be devisive."
Now, those are good questions. We been lookin' at it for three
or four years. Three years ago we talked about it. Some of you
sent letters,  said,  "Why don't you put BV on tapes?"   I can
remember some of you guys who were in big tape programs begging
us to put BV on tapes years ago. We considered it. We kept
thinking the problem would go away. We thought competition
between the people and the field would keep the pricing down.
But it didn't work that way.

   There was a subtle pressure put into this organization
that I never felt would exist. I watch people being
intimidated, threatened, coerced, scared. My mail has got in it
letters from people who didn't sign it. One man started, "This
comes from John Doe. If I told you who I was, I would be
threatened; because I have been told never to talk to the
company. My upline is my source of all guidance and
information."  Hey folks, that's scary. That is intimidation.
If I only had one letter like that, I might have dismissed it;
but I had many more than one. And I have many others who signed
their name, but spoke of the same pressure, fear.

   You know, we didn't put BV on tapes to really get into
all this; but I'm sure glad we did, because it brought a lot of
things out in the open for us to deal with today that really
need tending to. And you will find that, by the way, as one of
my Ten Points, in not putting on pressure. Why do it now?
Because now is the hour. Because if we waited longer, in our
opinion, the problem would have gotten worse.

   And, then,  the next one:  "What will you do next?  You
act like a dictator"  You know what?  I don 't know what I'm
going to do next. We haven't discussed our next step, other
than policing the abuses in this business. What will I do next?
Whatever it takes to clean up this business. That may well
represent a loss in volume. We may be seeing some of that right
now. But that's okay with us. We accept that..

   It is our firm belief that unless we clean up our abuses,
we won't have to worry about what's next; we won't be here to
worry about it. At this point in our history, we will either
take charge of this business and operate it correctly, according
to the rules and regulations that the Amway Corporation has
given you, or we will not deserve to exist. I do not wish to
control your actions, your day-to-day work; but I don't want
anybody else out in the field controlling them for you either.

   You know, when you became a Direct, we offered you a
chance to be free and independent; and then I read your mail,
and I find out you've lost your freedom. And all we want to do
is give it back to you, to be as big or as small in Amway as you
want to, to make as much or as little as you like in the Amway
Plan by working it, and to go to whichever meetings you want to,
and to feel comfortable to stay home if you don't want to,
without being branded a loser. Winners go to the meetings;
losers stay home. Would you help me get rid of such
terminology?

   There are no losers in Amway. There are people who
choose not to do it; but who are you to tell some teacher that
chooses to spend the rest of his life as a dedicated teacher
that he's a loser?  Who are you to tell a truck driver that
chooses to spend more of his time doing things other than Amway,
and maybe just drivin' his truck, that he's a loser?  Whoever
gave you a license to brand people?  This business was designed
to make everybody a winner, to do as much or as little as they
wanted to; and if they chose to do nothing, to make them feel
better for having had the experience. We only have winners in
this business; and then we have some other winners who choose
not to do the business. They just might be bigger winners in
life than some of you that have branded them losers. I stand in
awe of all people, and I hope you do, too.

   Well, then, some more comes. "Most of us don't make
money on tapes or rallies."  Maybe that's true. Maybe that's
the problem. Maybe only a few do. But the Amway business was
designed so that everybody shared in the profits of the
business. That's why we have a Plan that has balance to it.
That's why there's three percent when you sponsor a Direct,
because the Direct does the bulk of the work, and they get the
bulk of the money. We do pay our bonuses forever, you know.

   Somebody says, "Tapes can confuse us with different
ideas."  Yep. That's possible,  I guess.  Maybe if we all
preached and taught the one Amway Plan,  we wouldn't have any
confusion. Maybe if we took it straight from the top, like it's
supposed to be said, we would be busy motivating, not treating
or dealing with cute technique that varies from the truth or the
fundamentals. You know, one of the Ten Points deals with the
curiosity approach. I've listened to a lot of you defend the
curiosity approach for a long time because you said it worked --
just like that's the only criteria, huh?  "If it works, use it!
If it feels good, do it"  That's the slogan of the day. Not
good enough, folks. Because it works does not justify it unless
it's honest; and we have gross indications of dishonesty in that
presentation. I need your help, folks. We must clean it up;
and we must come back to you in all of the things I've talked to
you about.

   I guess I'm overwhelmed at the reaction to a simple
action; but apparently we hit a hot button. What I hear some of
you saying is that, "our other business is more important than
our Amway business, and you better not touch it."  Well, maybe
you ought to get out in your other business; get out from under
the cover of Amway and see how well you do. Sell motivation;
get on the road; see who shows up. Virtually every company that
tried it has gone broke, or at least disappeared. But I got to
tell you, we got to get back to the fundamentals in the Amway
business.

   The thing I want most for you is to increase your income;
but I don't know any way to do that, other than by increasing
your volume. And I don't know any way to do that, other than by
sponsoring some new people who get some customers and retail
products on a regular basis. But I watched you skirt the
issues. First you got afraid of selling; told people they
didn't have to. Then some of you came along, and you didn't
dare own up to the fact you were in the Amway business; so you
had some cutesy names you contrived and kind of flew the Amway
flag upside down, hidden under the basket someplace, snuck it in
about an hour later, after the meeting began.

   You know what I need to do?  You know what we need to do?
We need to get up front. We need to come up (to) people and ask
them if they'd like to get in the Amway business. And if they
say they know all about it, you and I know they don't know all
about it, and we ought to get 'em down and give the Plan exactly
the way Amway's givin' it to you to present. It's worked for
twenty-three years; it'll work today; but it's got to be done in
a new, honest and straight-forward method.

   I've not tried to say to you, you can't sell tapes or
books or motivational aids to your people; but I am telling you
that if your secondary business is other than a support
mechanism in a reasonable volume level in relationship to your
Amway business, it may very well be an illegal business. And
that tells you one thing. If you believe in Amway, as we do,
and all the work that's gone into it for all these years, then
it's time to get back to protecting it.

   And before I get too negative with all the people who've
written me on the bad stuff, let me just thank all of those of
you who said,  "Hooray,"  "Hip Hip," and  "Cheers."  We need your
help to preserve one of the greatest things that's ever happened
in the last twenty-five years -- that is the development of a
business that gave an opportunity for a guy or a gal who never
felt they had a chance.

   There are fundamentals that work in this business. It
will not hurt your people to hear somebody else's  way of doing
it. Maybe you're afraid they'll hear a little different story
than you been saying; because maybe what you been saying hasn't
been right. It reminds me of the people who come and say,
"Well, our people come home from the DD seminar all confused."
And I kind of laugh, and I say,  "Maybe you sent them confused,
and we sent them home with the straight stuff."  And I got to
tell you, that's true.

   I don't want all of you to feel guilty, but I hope those
of you that are following the Ten Points feel good about knowing
that Amway is on to it. We are dealing with it one by one. We
are in contact, on a personal basis, with every person who's
operating a system. We are pointing out to them their
liabilities and their responsibilities and the legal
implications of what they're doing, and asking them to correct
it and change it immediately. We are finding some encouraging
signs. I will wait and see, before I really am comfortable that
the changes are being taken place.

   When I wrote the Ten Points early  one morning, sitting in
Hawaii before a Diamond club, I wasn't quite sure whether I
touched all the bases. It is now six weeks later; and whatever
caused me to write those Ten Points convinces me today that we
just about got 'em all. One guy says,  "You need an eleventh
point."  He says the eleventh point is to separate business and
religion. He said that would complete the list. Well, maybe
that is a good eleventh point, because it did all get mixed up;
and we need your help straightening it out.

   And, so, before I sign off, let me just read through my
pack a minute and see what I'm missing; and then we'll turn you
loose so  you can go back tending to your Amway business, which
involves sponsoring people and selling the products.

   Let's just see if I can't pick up on a few of the items
we may have missed and -- and not belabor all of this, other
than to convey to you the urgency of this matter. The twenty
percent BV on tapes, by the way, is in relationship to the total
amount of your Amway business volume; and the maximum that you
can have in audio, visual or support material will be twenty
percent -- at least in the items that have BV on them and are
designed for sale in your system. That is so we do not get
unreasonable in the volume we have on that -- not that we think
twenty percent is good. We have some nervousness about that;
but, nevertheless, that's the way we're doing it right now.

   We had talked a little bit, you know, about pricing and
why we didn't go to the Board with it, and I explained that to
you, I think, legally. But, you know, this company has always
done the pricing and the placing of BV. It has never, in all of
its history, been a Board decision, and certainly, under today's
climate, could not be so.

   I do read some letters, here, that talk about 'us' making
money on all of these things. We really have designed and
priced a great many of our materials to where we cover our
costs, and that's about it. All of our sales kits are sold
exactly at what it costs us. Then I receive a letter here from
some Distributor, who operates with one of you, told he cannot
get an Amway kit until he buys their starter pack. Let me just
read it to you.

   He says, "My concern lies in two areas. The most recent
event occurred last evening. Our sponsors told us that (and
it's and an 'Emerald' under 'so-and-so') -- said that, "My wife
and I were considered inactive and could no longer receive BV
from our legs."  Wow. "Therefore, our BV check for January was
$2.69, based on the BV of the products we use personally."  Who
said you have the right to cut anybody out because they don't
follow you?  Unbelievable abuse of power, arbitrarily deciding
who's active and who's inactive and who is entitled. We will be
following up on that one personally.

   Here's another one that says, "I am also stating certain
procedures that occurred in the (so-and-so group). Only Crown
tapes were available at the center. You could not purchase
starter kit until you purchased starter pack one on product,
product pack two and product pack three. You could not purchase
a starter kit until you had someone to sponsor. You could not
purchase a starter kit until you purchased the Crown's flip
chart."  Who says so?  Sombody's writin' the rule book to force
merchandise under what they think is a very good system, I'm
sure. It's not the Amway Plan. The Amway Plan says you, as a
new person, have a right to do whatever you like.

   Somebody else, in a letter here, said, "I love your
tapes... However, because I expressed a desire to use only
Amway-produced tapes, combined with a select few Distributor Y's
Organization tapes, I have been forbidden to acquire Amway
materials by my Direct Distributor. The claim is made the
Distributor Y's Organization tape (sic) are better than
Amway-produced material and that the sponsorship line from
Distributor Y and Distributor X do not recommend using Amway
tapes. But, if you do, we'll disown you.

   Something's gone wrong; and I need your help, as a Direct
Distributor, to agree to come back on those simple fundamentals.
help me do these things, will you?  Let's get rid of all the
illegal literature that misrepresents this Plan; burn it; throw
it away; hide it. I don't care what you do with it. Get rid of
it. All the things that you have that tell how to present the
Plan, whether tapes or books or pamphlets or -- or manuals are
to be burned. There's only one way to present this Plan. It's
the Amway Plan. It's presented and delivered as this company
delivers in our 214 and our other literature. That is the
presentation, and no other is authorized; and that is the way it
is to be given.

   Unplug. I get a lot of questions, now, about unplugging.
"Well, I'm hooked up with so and so."  You just deal with your
upline. But as a Direct Distributor, take charge of your
business. That's what you're supposed to do. You run your
business as you think is right. And if you want to have some
joint meetings with other Directs, have them. They'll be very
helpful to you. Don't let anybody brow-beat you and tell you
what you have to do.

   Do not force books or tapes or tickets on anybody. Offer
them, and if they want them, fine. Encourage them; do not force
them. Be careful of high entry fees that you deliver on people
when they join this business. Make sure you don't overstate or
overclaim when you present this Plan. And don't tamper with BV.

   Well, I would just encourage you to look back at the
whole list and the Ten Points. But I did want to give you this
special tape to bring you up to date. The Amway business is
probably at a critical point. In our opinion, we will go
through that new adjustment period, deciding whether we really
want to be in the Amway business or whether our other things are
more important to us. And each of you will have to make that
decision.

   The Amway organization has been here for twenty-three
years. Our history goes back ten years beyond that. There is
no way a company can arrive at a billion-dollar level of
business, and do that year after year, unless it's doing
something right. And, right now, we need to ask you to get back
to tending to your Amway business and focus in on the tools and
the methods that we have given you. And I am sure there's a lot
of good leadership in the field; but, you know, remember who the
real leader is, and that's you. And we are counting on you for
your support to present this Plan according to the Ten Points
and with all due respect for your upline and your line of
sponsorship; but we look to you as a leader and as the head of
your organization. And you have to do the things that are best
for you and your Distributors.

   And if there's anything we can do to help you, let us
know.  We're going to be on the road. We're going to be holding
a lot more functions in the field. And we'll be trying to help
you do the greatest job you can in presenting this Plan,
honestly and with a great deal of integrity to everybody,
everywhere.

   We're going to look forward to seeing you at the meetings
in the years ahead. And, someday, we'll all sit down and say,
"Remember in 1983 when we had everybody going off in different
directions, and nobody knew where they were going, and everybody
was cross-grouping and seeing who they could sell a system to?
And remember when you guys got tough then and told people they
ought to get back to the Amway business and the principles and
the fundamentals?"  And we'll all have a good cup of coffee over
it, and we will know that we will have passed a critical point
and that we decided to get back at it. It's time. We need your
help. I'm counting on each of you to do that.

   Don't get mixed up in inter -- And I've seen rivalry
between your group and other groups or with your upline or your
downline. Just quietly go about getting your Distributors to
service their customers well and get new ones and quietly share
this Plan with everybody you meet, so that they, too, can avail
themselves of the opportunity. If you do that, your business
will grow. It will grow legally and properly. And if you use
tools in balance, you won't have any troubles. But we need you
to stand tall right now and get back to work.

   I'm counting on you. We're lookin' forward to continued
growth for you. And I'll be lookin' forward to seeing you on-
the circuit .

   This is Rich, finishing off another version of Directly
Speaking. Bye-bye.



CERTIFICATE

STATE OF OHIO             )
                          )  SS:
COUNTY OF HAMILTON        )


      I, KATHLEEN M. McCLELLAN, a Court Reporter and Notary
Public for the State of Ohio, commissioned and qualified, do
hereby certify that the foregoing fifteen pages constitutes a
true, correct and complete transcript of Directly Speaking, Rick
De Vos, Amway Cassette Series VA-2160, which was recorded in
stenotypy and transcribed by me.

     IN WITNESS WHEREOF, I have hereunto set my hand and
notarial seal at Cincinnati,  Ohio,  this  15, day of November,
1984.