/// The Commodore Shareholder Movement, Question and Answers
    --------------------------------------------------------


November 4, 1993


Introduction

The Commodore Shareholder Movement (or CSM) receives letters, e-mail and
phone-calls on a daily basis and is responding to the demand for
information with this compilation of the most important and frequently
asked questions.  We apologize if you wrote us and have not received a
personal response.  We pay attention to every message we receive and hope
that all of your questions are answered herein.  Please share this
information with others and send us the filled-out questionnaire at the
bottom of this document.

What is the Commodore Shareholder Movement?

The Commodore Shareholder Movement (or CSM) is not a shareholder
rebellion, but is rather a group of people working to ensure a beneficial
future for Commodore computers.  The CSM exists because of the remarkable
activism among Commodore customers, and stands for the interests of all
those who rely on Commodore products.  A core group of people in
Philadelphia have served as the focal point for CSM communication since
1989, but there are active contributors around the United States and
Canada.  Every Commodore customer who cares about the goings-on of the
company is desired as a participant in the CSM.  Our size is currently over
500 and expected to soon grow into the thousands.

Who are the leaders of this movement and why are they doing it?

The CSM is led by Commodore customers Michael Levin and Marc Rifkin whose
careers are centered around the use of Commodore equipment.  Their
experiences include having been Commodore employees, user group leaders and
participants in the 1991 shareholder meeting.  They do not characterize
themselves as the fanatics once described by Commodore's top officer, but
rather as pragmatic and motivated individuals who are protecting their
investments.  Michael and Marc pay attention to every piece of mail sent to
the Shareholder Movement and have accordingly assumed the roles of
spokes-people for the movement.  They may be contacted by fax at (215)
825-3966, voice at (215) 487-0440 or Internet/Portal MarcR@cup.portal.com 
Mail may be sent to CSM, P.O. Box 8296, Philadelphia, PA  19101.  

What does the Commodore Shareholder Movement want to accomplish?

We wish to become a partner and a resource for Commodore top level
management.  After the 1991 shareholder meeting, the CSM became the outlet
for Commodore-related frustrations.  Our positions on Commodore issues are
a composite of all the views we see expressed.  Our plan is to formalize
communication with top Commodore management for the purpose of relaying
customer feedback, and for becoming managements most valuable vessel for
implementing marketing strategies.

Why will Commodore pay any attention to the Shareholder Movement?

We believe that we are the only clear voice speaking to Commodore
management.  Commodore has listened to us once and it will probably listen
again.  At the 1991 Shareholder Meeting, we described products which needed
to exist.  They have consequently been released as CD32 and the Amiga 1200. 
This year we are going to the Shareholder Meeting to speak about three very
important issues which can be acted upon much faster than new product
development.  They are as follows:

1. Happy customers will win and retain new customers; this benefits the
   company.  Unfortunately, the reverse is  also true. 

2. Licensing can establish Amiga technology as the worldwide "interactive
   standard."  This can solve any distribution problems and result in
   unprecedented success for Commodore.

3. Well considered strategies must be consistently carried out for
   improving product, promotion, placement and pricing.  Inconsistent strategy
   can only result in failure.

What would the Commodore Shareholder Movement like to see happen with
Commodore?

This is the most important question of all and requires a bit of
explanation.  Commodore's core strength is in its ability to offer high
value products at the lowest cost.  Commodore had once jeopardized its
existence by straying from this path.  So, in order to move forward,
Commodore must now realize the full potential of the CD32 product (which
we, the CSM, helped to define in 1991).  By focusing on Commodore's
strengths and employing appropriate strategies, we can experience a boost
greater even than the days of the C64.  This success can then be used to
advance the rest of the product line forward and to renew Commodore's
position as the computer industry leader.

To achieve this, Commodore must discern the future conditions of the
marketplace and position itself for the greatest advantage.  It is becoming
increasingly clear that the industry is entering a standards war where the
winner will sit on the top of almost every television set in the world. 
The market is potentially bigger than even that of the Commodore 64.  These
sales will go to somewhere, and if it is not to Commodore, then it will be
to companies such as 3D0, Nintendo or Atari.

Commodore must win the war to standardize this imminent new home computer
market (being dubbed the TV "set-top" computer market), and must therefore
succeed in the United States as well as Europe, because establishing a
worldwide standard can not be done in only one continent.  No other company
is able to offer a technology as well suited to this purpose as the
chip-set and operating system on which the Amiga computer is based, but
this will not be true for long.  Heavy-weight players (including many of
the Amiga's original developers) are busily working to shut Commodore out
of this emerging U.S. market.  Commodore's brief advantage must be
leveraged by a full-force campaign to convince major manufacturers to
licence and produce CD32-based products.  This would solve Commodore's
distribution problems.  In turn, Commodore must always ensure subtle
superiority in its own models through consistent research, development and
product differentiation.

Finally, Commodore is in the perfect position to implement a very potent
marketing strategy by transforming the shareholder movement into an
unstoppable marketing force.  Printed materials and promotional videos can
be made available through Amiga dealers and user groups.  Aided by these
resources, customers would be asked to sell five of their friends on the
Amiga or CD32.  From the CSM's experience, we believe that the only
motivational incentive would be official gratitude from Commodore.  This
strategy is akin to the MCI Calling Circle or the Ross Perot campaigning
method.  Promotional materials can be produced very cost-effectively by
utilizing the professional services of people in the Commodore community.

Can the Commodore Shareholder Movement work with Commodore's current
management?  

This is an important question because of how it affects our goals.  The CSM
will do nothing except what is good for Commodore.  Unfortunately, the
opinion throughout much of the community is that lasting improvements will
not be achieved under current management.  Therefore, the CSM had
investigated the process of replacing the Commodore Board of Directors. 
Although achievable, it would be at great expense and compromise our
essential goals.  Our activity along this vein should be viewed as a knock
at management's door.  The CSM is now prepared to work together with
Commodore management in order to achieve our common goals.

We need to continue receiving your letters of support, and although we are
not currently planning to stage an election contest, we still must receive
proxy ballots demonstrating our shareholder backing.  Backed by this
material, we are certain that we can work with Commodore's current
management, especially considering the good that was admittedly achieved in
1991.  Ultimately, we would like to see a new strategically-minded leader
at the helm of Commodore International who knows what's good for Commodore
and can work with the CSM.  The CSM knows of a willing industry veteran who
is particularly well qualified to address Commodore's difficulties.  We
would like Commodore to acquire him.

What will be the CSM's next step after the Shareholder Meeting?

We will request a special meeting with Commodore's top level management
where we can define the official role for the CSM.  We plan to establish a
formal and ongoing channel of communication with management.  We will
monitor the electronic networks and receive mail.  Our function will be to
compare and summarize the opinions we see expressed, and to deliver to
Commodore management what we learn.  

Does the Commodore Shareholder Movement have a chance of achieving its
goals?

Yes, absolutely.  We've done this before, but now we're picking up
widespread support.  We are constantly surprised by the assistance we
receive from both expert and grass-root sources.  We've talked at great
length with people ranging from the executives of large companies to
high-school students.  We represent the most active percentage of
Commodore's customers and have already been through the learning process of
being effective shareholders.  Not one person with whom we've spoken
disagrees with our goals or methods.  How can Commodore not listen to the
most vocal and organized portion of their customers--customers who care
enough to become co-owners of the company?  If top-level management sees
anything, then they must see the advantage in utilizing us rather than
leaving us to find other outlets.  

Why participate in the Commodore Shareholder Movement?

If you rely on Commodore, then you must have faith that Commodore does the
right things, but as a shareholder, you have the power to act.  Our cause
is worthwhile.  Commodore can still become the company you have always
envisioned.  It is time to rally the troops and take control of the
situation.  The CSM offers the effective route to assure Commodore's future
and to see that it reaches the potential we all know is there.  Our goals
are carefully chosen to benefit everyone concerned.  We encourage
participation by all.  Commodore management should welcome our annual
reunion.

Have the large Amiga developers contributed to the CSM?

Officially, none of the large Amiga developers have contributed to our
cause because of Commodore's possible interpretation of such action.  These
companies rely on Commodore in various ways and can not afford to
jeopardize their standing with Commodore no matter how positive the goals
and methods of the Commodore Shareholders.  On the other hand, none of the
many companies with which we have spoken have any objections to our goals,
and because we are not soliciting financing, company support is not as
important as the support of the individuals within these companies.  It is
the individuals who own stock.

Is it too late to buy Commodore Stock to vote?

This is unknown.  There is a cut-off date for the shareholder list;
everyone on the list at this time should receive a proxy statement
(including a ballot).  Due to unusual delays, the proxy statement has not
yet been distributed.  Rightfully, the cut-off date for the list should be
shortly before proxy distribution.  This would indicate that if you buy
stock now, you might still qualify for casting a proxy vote at the annual
shareholder meeting (the time and place for which has still not been
announced).  Even if you don't receive the proxy, you can still accomplish
some good by filling-out and returning our questionnaire included at the
end of this document.

What do the delays in releasing the proxies and financial reports mean?

We don't know.  You might want to call Commodore and ask.  Information from
Q4, FY 93 ending June 30 and Q1, FY 94 ending September 30 have not been
released as of this writing. 

What is involved in buying stock?

Call the telephone information number of your bank to see if they offer
stock purchasing services.  Because you know what you want, you do not need
to pay for the advice services of a regular broker.  A discount broker can
easily be found in the phone-book.  Discount brokers will usually charge a
transaction fee of about $50 to $80 in addition to the price of the stock. 
Your age does not matter.  You will probably want to ask to receive the
stock certificate--as opposed to it being held by the broker "in street
name."  Although this adds an extra step when selling the stock, it will
ensure that the reports and statements go directly to you without delays. 
It also allows you to send us your proxy ballot and still have the
certificate as proof of stock ownership in case you want to also attend the
shareholder meeting and be at our side.  The certificate will arrive a few
weeks after the purchase.  

What should be done with the proxy ballot once it arrives?

The proxy ballot represents your ability to vote.  It is important to sign
the proxy ballot and send it to us as soon as it is received, although it
is difficult to say when this will be.  There will be at least two boxes on
the ballot:  one for approving management's slate and one for withholding
management's ability to exercise your vote.  In order to put the Commodore
Shareholder Movement in the most effective position, please send us your
signed ballot without checking off any of the boxes.  

How can someone participate in the Commodore Shareholder Movement?

Fill out the included questionnaire and return it to our address (even if
you have contacted us before).  Spread our message.  Talk to other
customers about what we're doing.  Speak on it at user group meetings. 
Re-publish this article on electronic bulletin boards and user group
newsletters.  Write to the editors of magazines.  Initiate activities
demonstrating  support.  If you can afford it and are willing to take the
risk, then buy stock and send us your signed proxy ballot when it arrives. 
Attend the shareholder meeting once it is announced.

You can assist individuals who are paralleling our effort to improve
Commodore's situation.  For instance, to help foster the demand for CD32s
in the United States, you can contribute to a volunteer advertising
campaign led by Commodore customer Aaron Smith of Idaho.  He plans to place
CD32 advertisements in non-Amiga computer publications, but can only do so
with the your contributions.  Amiga distributors are welcome as sponsors. 
Contact Aaron by electronic mail at the Virtual Reality BBS (208) 467-4292
or by voice at (208) 722-6006.

The CSM has even been contacted by a film maker in Miami who has done
commercials for many large companies and is willing to produce a Commodore
spot at cost.  His proposed idea is to run the commercial during programs
which use the Amiga for special effects.  The commercial will ask the
viewer if he/she would like to have the same computer used to produce these
special effects.  We think this is a good idea and welcome such offers. 

Become a leader of the Commodore Shareholder Movement.  Be ready to back-up
the current leaders.  I recommend you do this by reading Guy Kawasaki's
book on promoting causes, called Selling the Dream, and to read The Art of
War, a remarkably short Chinese classic which summarizes everything you
need to know about strategy.  You should probably also own stock and be
willing travel and speak at the Annual Shareholder Meeting.


Finally, don't take matters on faith.  Lend us your support by filling out
and returning the following questionnaire.  Please keep your answers
concise for the purpose of database entry.  If you contact Commodore, ask
them to acknowledges your loyalty.  Express your hope that Commodore works
with the CSM.  Ask that someone be chosen to revitalize the company.  Write
to:

Commodore International Limited 
1200 Wilson Drive 
West Chester, PA  19380 
attn:  Irving Gould.

The Commodore Shareholder Movement 
Post Office Box 8296 
Philadelphia, PA 19101

Internet/Portal MarcR@cup.portal.com
Fax:  (215)  825-3966
Tel:  (215) 487-0440



The Commodore Shareholder Movement Questionnaire.  Please fill-out and
return to the CSM.

Name:
Address:
Phone number:
Fax number:
Network address or BBS:

Do you consider yourself a part of the Commodore Shareholder Movement?

What Commodore products do you own and what do you plan to purchase?

Do you own Commodore stock?  If so, how much?  Are you planning to purchase
stock?

Where do you get most of your Commodore-related information (magazines,
user groups, dealers, etc.)?  Please be detailed.

If possible, would you attend the Commodore Annual Shareholder Meeting?

What would you say to Commodore management at the Shareholder Meeting?

What incentive would you need for you to participate in a Commodore
promotional campaign?

How do you see yourself participating in the Commodore Shareholder
Movement?  What more would you like to say?