            ANALYSIS OF PROPOSED CONSENT ORDER 
                      TO AID PUBLIC COMMENT

     The Federal Trade Commission has accepted an agreement to a
proposed consent order from Syncronys Softcorp, Rainer Poertner,
Daniel G. Taylor, and Wendell Brown.  The proposed respondents are
marketers of computer software products, including SoftRAM and
SoftRAM95.

     The proposed consent order has been placed on the public record
for sixty (60) days for reception of comments by interested persons.
Comments received during this period will become part of the public
record.  After sixty (60) days, the Commission will again review the
agreement and the comments received and will decide whether it should
withdraw from the agreement and take other appropriate action or make
final the agreement's proposed order. 

     The Commission's complaint charges that the proposed respondents
made the following unsubstantiated representations about SoftRAM: (1)
SoftRAM uses compression technology to double the random access
memory ("RAM") available to a computer using any of Microsoft, Inc.'s
Windows 3.0, 3.1, or 3.11 operating systems (collectively "Windows
3.x"); (2) SoftRAM produces the effect of doubling RAM in a computer
using Windows 3.x; (3) use of SoftRAM will permit a Windows 3.x user
to open more applications simultaneously on a computer; and (4) use
of SoftRAM in a computer using Windows 3.x will substantially reduce
or eliminate the occurrence of computer screen messages that indicate
insufficient memory.

     With respect to SoftRAM95, the complaint charges that the
proposed respondents made the following unsubstantiated
representations: (1) SoftRAM95 increases RAM in a computer using
Microsoft, Inc.'s Windows 95 operating system ("Windows 95") to a
greater extent than other software products; (2) SoftRAM95 uses
compression technology to at least double the RAM available to a
computer using Windows 3.x or Windows 95, and achieves RAM
compression ratios of up to five times and higher in such a computer;
(3) SoftRAM95 produces the effect of at least doubling RAM in a
computer using Windows 3.x or Windows 95; (4) use of SoftRAM95 in a
computer will speed up Windows 3.x or Windows 95; (5) use of
SoftRAM95 will permit a Windows 3.x or Windows 95 user to run larger
applications on a computer, and to open more applications
simultaneously; and (6) use of SoftRAM95 with Windows 3.x or Windows
95 will result in expanded systems resources on a computer and will
substantially reduce or eliminate the occurrence of computer screen
messages that indicate insufficient memory.  The complaint also
charges that claims (1) through (6) are false to the extent that they
apply to use of SoftRAM95 with Windows 95.  Further, the complaint
charges that the proposed respondents have falsely represented that
Microsoft, Inc. has licensed, endorsed, or otherwise approved
SoftRAM95 for use with Windows 95.

     The proposed consent order contains provisions designed to
remedy the violations charged and to prevent proposed respondents
from engaging in similar acts in the future.  

     Part I of the proposed order, in connection with SoftRAM95 or
any substantially similar product, prohibits the proposed respondents
from misrepresenting that: (1) such product increases RAM in a
computer using Windows 95 to a greater extent than other software
products; (2) such product uses compression technology to increase
the RAM available to a computer using Windows 95 or achieves RAM
compression ratios of up to five times or higher in a computer using
Windows 95; (3) such product produces the effect of increasing the
RAM available to a computer using Windows 95; (4) use of such product
in a computer will speed up Windows 95; (5) use of such product will
permit a Windows 95 user to run larger applications on a computer or
to open more applications simultaneously; (6) use of such product
with Windows 95 will result in expanded systems resources on a
computer and will substantially reduce or eliminate the occurrence of
computer screen messages that indicate that the computer has
insufficient memory to run the user's application(s); or (7)
Microsoft, Inc. has licensed, endorsed, or otherwise approved such
product for use with Windows 95.

     Part II of the proposed order prohibits any representation which
relates to the relative or absolute performance, attributes,
benefits, or effectiveness of SoftRAM, SoftRAM95, or any
substantially similar product, unless such representation is true and
proposed respondents possess and rely upon competent and reliable
evidence that substantiates the representation.  Part III of the
proposed order prohibits the proposed respondents from representing
that any product intended to improve the performance of any computer
has been authorized, certified, licensed, endorsed, or otherwise
approved by any person or organization, unless such representation is
true.  In addition, Part IV prohibits any representation which
relates to the relative or absolute performance, attributes,
benefits, or effectiveness of any product intended to improve the
performance of any computer, unless proposed respondents possess and
rely upon competent and reliable evidence that substantiates the
representation.

     The proposed order (Part V) contains recordkeeping requirements
for materials that substantiate, qualify, or contradict covered
claims and requires the proposed respondents to keep and maintain all
advertisements and promotional materials containing any
representation covered by the proposed order.  In addition, the
proposed order (Part VI) requires distribution of a copy of the
consent decree to current and future officers and agents.  Further,
Part VII provides for Commission notification upon a change in the
corporate respondent and Commission notification when each of the
individual respondents changes his present business or employment
(Part VIII). The proposed order also requires the filing of
compliance report(s) (Part IX).

     Finally, Part X provides for the termination of the order after
twenty years under certain circumstances.

     The purpose of this analysis is to facilitate public comment on
the proposed order, and it is not intended to constitute an official
interpretation of the agreement and proposed order or to modify in
any way their terms.
