Exhibit "A"
Directly Speaking, January 1983,
Spoken by 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 responsibilities in the field organization.

So I'm talking to you as the leaders of the organization. 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 organization. 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 university'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, 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 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 complicated 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, fundamentalist 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 chewed 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 aware 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 Distributors -- 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.

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.

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