UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

FEDERAL TRADE COMMISSION and PEOPLE OF THE STATE OF NEW YORK

In the Matter of

TRANS-ASIAN COMMUNICATIONS, INC., RAJ TELEKOM, INC., TRANS AMERICAN SYSTEMS, INC., and RAJESH KALRA

STEPHEN CALKINS
General Counsel

MICHAEL J. BLOOM (MB 7732)
RHONDA J. MCLEAN (RM 9140)
ROBIN E. EICHEN (RE 2964)
CAROLE A. PAYNTER (CP 4091)
ANN F. WEINTRAUB (AW 3080)
Federal Trade Commission
150 William Street, Suite 1300
New York, NY 10038
(212) 264-1250, -1225, -1226

DENNIS C. VACCO
Attorney General of the State of New York

SHIRLEY F. SARNA (SS 9885)
MARY M. CARROLL (MC 5832)
New York State Department of Law
Consumer Frauds & Protection Bureau
120 Broadway, 3rd Floor
New York, NY 10271
(212) 416-8333
Attorneys for Plaintiffs

ORDER TO SHOW CAUSE WHY A TEMPORARY RESTRAINING ORDER WITH ASSET FREEZE, ORDER PERMITTING EXPEDITED DISCOVERY, AND AN ORDER APPOINTING A TEMPORARY RECEIVER SHOULD NOT BE ISSUED

Upon the annexed declaration of Robin E. Eichen, dated August 4, 1997, with accompanying exhibits, and upon the summons and complaint and exhibits filed herein,

seeking preliminary and permanent injunctive relief prohibiting defendants from violating the Federal Trade Commission Act, 15 U.S.C.§ 45, Section 63(12) of the Executive Law of the State of New York and Section 349 of Article 22-A of the General Business Law of the State of New York by the deceptive advertising and sale of prepaid phone cards,

NOW, on motion of Plaintiffs Federal Trade Commission and the People of the State of New York, it is

ORDERED, that each of the Defendants named in the caption of the complaint in this cause appear before the Hon________________ , United States District Judge of the United States District Court for the Southern District of New York, in Courtroom_________ of the United States Courthouse, ________________, New York, New York at ___m., on the _____ day of August, 1997, or as soon thereafter as counsel can be heard, and show cause why a temporary restraining order should not be issued on abbreviated notice of forty eight (48) hours, freezing Defendants' assets, permitting expedited discovery, and appointing a temporary Receiver, and it appearing from the allegations of the complaint and from the consumer declarations and other exhibits submitted in support of the complaint and incorporated in said motion by reference, that Plaintiffs are entitled to such relief unless good cause to the contrary be shown, it is hereby

ORDERED, in order to permit this Court to provide full and fair relief in this matter, that upon service of this order, the Defendants shall not secrete or destroy documents belonging to any defendant and relating or referring to any matter alleged in the complaint herein, and it is further

ORDERED, in order to permit this Court to provide full and fair relief in this matter, that upon service of this Order, Defendants are prohibited from transferring, liquidating, encumbering, or otherwise dissipating any asset of any Defendant, and it is further

ORDERED, that service of a copy of this Order to Show Cause, attached declaration, summons and complaint and all of the accompanying papers filed herein shall be made upon the defendants before ______m., and it is further

ORDERED, that service on individual defendant Rajesh Kalra shall be deemed good and sufficient service as the defendant corporations named herein.

Dated: New York, New York

August _____, 1997

_________________________________

United States District Judge