BLAINE T. WELSH
Assistant United States Attorney
701 E. Bridger Ave., Ste. 800
Las Vegas, NV 89101
(702) 388-6336

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

FEDERAL TRADE COMMISSION
Plaintiff

v.

AFFORDABLE MEDIA, LLC; et al.
Defendants

CV-S-98-669-LDG (RLH)
STIPULATED PRELIMINARY INJUNCTION AS TO DEFENDANTS INA LIBERTY BELL AND RUTH STEIN

WHEREAS, on ex parte motion by plaintiff Federal Trade Commission ("Commission"), this Court entered a temporary restraining order ("TRO") with asset freeze and other equitable relief against defendants Affordable Media, LLC; Financial Growth Consultants, LLC; Sterling Multi-Media Co.; Venture Capitalization Co.; Eric Steven Stein; Ina Liberty Bell; Ruth Stein; Denyse L. Anderson; Michael K. Anderson; George J. McWilliams; and Edward J. Hally on April 23, 1998;

WHEREAS, the Commission and defendants Ina Liberty Bell and Ruth Stein ("Stipulating Defendants") have stipulated and agreed to the entry of this preliminary injunction order ("Order") without any admission of any wrongdoing or violation of law, and without a finding by the Court of law or fact other than stated below;

WHEREAS, this Court has jurisdiction over the subject matter of this case and over of all the parties;

WHEREAS, the Commission's complaint states a claim upon which relief may be granted against the Stipulating Defendants under Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), and Section 310.3(a)(2)(vi) of the Commission's Telemarketing Sales Rule, 16 C.F.R. Part 310;

WHEREAS, venue as to the Stipulating Defendants in the District of Nevada is proper;

WHEREAS, the Stipulating Defendants waive all rights to seek judicial review or otherwise challenge or contest the validity of this stipulation; and

WHEREAS, entry of this Order is in the public interest.

PROHIBITED BUSINESS PRACTICES

I. THEREFORE, IT IS HEREBY ORDERED that the Stipulating Defendants, and their agents, employees, officers, servants and attorneys, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, are hereby restrained and enjoined from:

A. Promoting or selling any investment or investment opportunity, or assisting others in selling any investment or investment opportunity, in which prospective investors purportedly will receive returns on their investments derived wholly or in part from the sale of products advertised by means of television commercials;

B. Making or assisting others in making, directly or by implication, any false or misleading oral or written statement or representation in connection with promoting or selling any investment or investment opportunity, including but not limited to:

1. Misrepresenting, directly or by implication, the returns that prospective investors are likely to receive;

2. Misrepresenting, directly or by implication, the returns that previous investors have received;

3. Misrepresenting, directly or by implication, that investors are likely to receive the return of their principal;

4. Misrepresenting, directly or by implication, the time frame in which investors are likely to receive a return on their investments, as well as the return of their principal;

5. Misrepresenting, directly or by implication, the profitability, risk, or any other material fact relating to such investments; and

6. Failing to disclose the existence of this lawsuit to any potential investor.

Provided that the Commission and its representatives are authorized to monitor the Stipulating Defendants' compliance with this Paragraph by placing telephone calls to the Stipulating Defendants or their sales personnel and posing as prospective investors.

RECORD KEEPING PROVISIONS

II. IT IS FURTHER ORDERED that the Stipulating Defendants, and their officers, agents, servants, employees, and attorneys, and all other persons or entities directly or indirectly under their control or under common control with them, and all other persons or other entities in active concert or participation with them, are hereby restrained and enjoined from:

A. Destroying, erasing, mutilating, concealing, altering, transferring, or otherwise disposing of, in any manner, any: books; records; "verification" or other audio or video tape recordings; computer tapes, discs or other computerized records; accounting data; personal and business checks (fronts and backs); correspondence; forms; advertisements; brochures; manuals; banking records; customer lists; customer files; invoices; telephone records; ledgers; payroll records; scripts; postal receipts; appointment books; state or federal income tax returns; or other documents of any kind in their possession, custody, or control; and

B. Failing to make and keep books, records, bank statements, documents indicating title to real or personal property, and any other data which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of defendants.

ASSET FREEZE

III. IT IS FURTHER ORDERED that the Stipulating Defendants, and their officers, agents, servants, employees, and attorneys, and all other persons or entities directly or indirectly under their control or under common control with them, and all other persons or other entities in active concert or participation with them, are hereby restrained and enjoined, except as expressly ordered by this Court, from:

A. Transferring, encumbering, selling, concealing, pledging, hypothecating, assigning, spending, withdrawing, disbursing, conveying, gifting, dissipating, or otherwise disposing of any funds, property, coins, lists of consumer names, shares of stock, or other assets, wherever located, that are (1) owned or controlled by any defendant, in whole or in part; (2) in the actual or constructive possession of any defendant; (3) held by an agent of any defendant as a retainer for the agent's provision of services to any defendant; or (4) owned, controlled by, or in the actual or constructive possession of, or otherwise held for the benefit of, any corporation, partnership, or other entity directly or indirectly owned, managed, or controlled by any defendant;

B. Opening or causing to be opened any safe deposit boxes titled in the name of any defendant, or subject to access by any defendant; and

C. Incurring charges or cash advances on any credit or debit card issued in the name, singly or jointly, of any defendant, or any corporation, partnership, or other entity directly or indirectly owned, managed, or controlled by any defendant.

D. With respect to the Stipulating Defendants, the assets affected by Paragraph III shall include only assets acquired prior to the effective date of this Order, including, without limitation, those acquired by loan or gift, and assets in the form of retainers paid to any of the Stipulating Defendants' agents as compensation for the provision of services to any defendant. Further, Commercial Bank of Nevada account number 111008751 in the name of Ina Liberty Bell, Commercial Bank of Nevada account number 111008662 in the name of Ina Liberty Bell, Bank of America account number 813006814 in the name of Ina Liberty Bell, and Bank of America account number 929031806 in the name of Ina Liberty Bell are hereby released from the asset freeze for living expenses.

E. The Stipulating Defendants shall deposit all monies received after the effective date of this Order, including all monies released pursuant to Subparagraph D above, into Bank of America account number 813006814. Within three days of receipt, the Stipulating Defendants shall provide to Commission counsel copies of all bank statements and canceled checks from the account designated in this Subparagraph E.

F. The Stipulating Defendants may use assets acquired after the effective date of this Order by loan or gift in an amount greater than $500 only after disclosing in writing to Commission counsel the source and amount of such loan(s) or gift(s) and depositing such loan(s) or gift(s) into the account designated in Subparagraph E above.

G. Funds in the amount of $15,000 cash previously paid to the Law Offices of Momot and Tidwell are hereby released from the asset freeze to pay the Stipulating Defendants' attorneys fees. The green 1998 Jeep Laredo (valued at approximately $30,000), owned by Ina Liberty Bell and currently in the possession of Kelly Swanson, Esq. as retainer for the provision of services to the Stipulating Defendants, is hereby released from the asset freeze; provided, however, that any funds derived from the sale or transfer of such vehicle shall be used solely to pay the Stipulating Defendants' attorneys fees. Counsel for the Stipulating Defendants may accept assets in the form of retainers and compensation for the provision of services to the Stipulating Defendants from parties other than the Stipulating Defendants only after disclosing in writing to Commission counsel the source and amount of such assets.

RETENTION OF ASSETS AND DOCUMENTS BY THIRD PARTIES

IV. IT IS FURTHER ORDERED that any financial or brokerage institution, escrow agent, title company, commodity trading company, mail receiving agent, business entity, or person that holds, controls or maintains accounts, assets or documents of either Stipulating Defendant, or has held, controlled or maintained any account, asset or document of any Stipulating Defendant at any time since January 1, 1997, upon service with a copy of this Order, shall, until further order by this Court:

A. Hold and retain within its control and prohibit the withdrawal, removal, assignment, transfer, pledge, hypothecation, encumbrance, disbursement, dissipation, conversion, sale, gift, or other disposal of any of the assets, funds, or other property (including documents) held by or on behalf of either Stipulating Defendant in any account maintained in the name of or for the benefit of either Stipulating Defendant, in whole or in part, other than those assets identified in Paragraphs III.D, III.E, and III.G, except as directed in writing by the Commission or by further order of the Court;

B. Deny access to any safe deposit boxes that are either:

1. titled in the name, individually or jointly, of either Stipulating Defendant, or

2. otherwise subject to access by either Stipulating Defendant;

C. Provide counsel for the Commission, within five business days of service of this Order, a statement setting forth:

1. the identification of each account or asset titled in the name, individually or jointly, of either Stipulating Defendant, or held on behalf of, or for the benefit of, either Stipulating Defendant;

2. the balance of each such account, or a description and appraisal of the value of such asset, as of the close of business on the day on which this Order is served;

3. the identification of any safe deposit box that is either titled in the name, individually or jointly, of either Stipulating Defendant, or is otherwise subject to access by any Stipulating Defendant; and

4. if an account, safe deposit box, or other asset has been closed or removed, the date closed or removed, the balance on such date, and the manner in which such account or asset was closed or removed;

Provided, that a financial institution does not have to provide the information required in this Subparagraph if (1) the financial institution has complied with the similar provision set forth in the Temporary Restraining Order; and (2) the information provided has not changed; and

D. The Commission is granted leave, pursuant to Fed. R. Civ. P. 45, to subpoena documents immediately from any such financial institution, account custodian, or other aforementioned entity concerning the nature, location, status, and extent of the Stipulating Defendants' compliance with this Order.

For the purposes of this Paragraph, the Commission may properly serve this Order on any financial or brokerage institution, mail receiving agent, business entity, or person that holds, controls, or maintains custody of any account or asset of either Stipulating Defendant, or has held, controlled or maintained custody of any account or asset of either Stipulating Defendant at any time since January 1, 1997, by facsimile transmission, hand, or overnight carrier.

REPATRIATION

V. IT IS FURTHER ORDERED that, within two (2) business days after the entry of this Order, the Stipulating Defendants shall:

A. Provide the plaintiff with a full accounting of all funds, documents and assets outside of the territory of the United States which are held either: (1) by them; (2) for their benefit; or (3) under their direct or indirect control, jointly or singly;

B. Transfer to the territory of the United States all funds, documents and assets in foreign countries held either: (1) by them; (2) for their benefit; or (3) under their direct or indirect control, jointly or singly;

C. Hold and retain all repatriated funds, documents and assets and prevent any transfer, disposition, or dissipation whatsoever of any such assets or funds, except as required by Paragraph III of this Order;

D. Provide plaintiff with a statement identifying the assets that have been repatriated, including the names and addresses of the domestic financial institutions holding the repatriated assets, along with account numbers and balances;

E. Provide plaintiff access to the Stipulating Defendants' records and documents held by financial institutions outside the territorial United States; and

F. Sign the Consent to Release of Financial Records attached to this Order.

EXPEDITED DISCOVERY

VI. IT IS FURTHER ORDERED that, for a 30-day period commencing the date of entry of this Order, the Commission is granted leave to conduct certain expedited discovery, and that, in lieu of the time periods, notice provisions, and other requirements of Rules 26, 30, 34, and 45 of the Federal Rules of Civil Procedure, and the Local Rules, expedited discovery shall proceed as follows, both as to parties and as to non-parties:

A. Pursuant to Fed. R. Civ. P. 30, the Commission may, upon two days notice, take depositions upon oral examination concerning the nature, location, status, and extent of the Stipulating Defendants' assets and business records, and compliance with this Order. Such depositions may be taken Monday through Saturday.

Provided, notwithstanding Fed. R. Civ. P. 30(a)(2), that this Subparagraph shall not preclude any future depositions by plaintiff.

B. Pursuant to Fed. R. Civ. P. 34(b), the Stipulating Defendants shall produce all documents requested by the Commission within two days of receipt of such request.

CREDIT REPORTS

VI. IT IS FURTHER ORDERED that plaintiff Commission may obtain credit reports concerning the Stipulating Defendants pursuant to Section 604(1) of the Fair Credit Reporting Act, 15 U.S.C. § 1681b(1), and that upon written request, any credit reporting agency from which such reports are requested shall provide them to plaintiff Commission.

CORRESPONDENCE WITH PLAINTIFF

VII. For the purposes of this Order, all correspondence and pleadings to the Commission shall be addressed to:

Gregg Shapiro

Federal Trade Commission

Sixth St. & Pennsylvania Ave., N.W.

Room H-200

Washington, D.C. 20580

(202) 326-3549 (voice)

(202) 326-3392 (facsimile)

RETENTION OF JURISDICTION

VIII. IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for all purposes.

STIPULATED AND AGREED TO:

Dated:__________ ______________________________
GREGG SHAPIRO
JEFFREY S. GALVIN
GREGORY A. ASHE
Federal Trade Commission

BLAINE T. WELSH
Assistant United States Attorney

Attorneys for Plaintiff

Dated:__________ ______________________________
INA LIBERTY BELL
Defendant

Dated:__________ _______________________________
RUTH GARCIA STEIN
Defendant

Dated:__________ ______________________________
KELLY SWANSON
Swanson Law Offices, Chtd.
Attorney for Defendants Ina Liberty Bell and Ruth Stein

IT IS SO ORDERED.

Entered this _______ day of ____________________, 1998.

________________________________
LLOYD D. GEORGE
United States District Judge

Consent to Release of Financial Records

I, _________________________, of the State of _________________ in the United States of America, do hereby direct any bank or trust company at which I have a bank account of any kind or at which a corporation or other entity has a bank account of any kind upon which I am authorized to draw, and its officers, employees and agents, to disclose all information and deliver copies of all documents of every nature in your possession or control which relate to the said bank accounts to any attorney of the Federal Trade Commission, and to give evidence relevant thereto, in the matter of the Federal Trade Commission v. Affordable Media, LLC, et al., now pending in the United States District Court for the District of Nevada, and this shall be irrevocable authority for so doing. This direction is intended to apply to the laws of countries other than the United States which restrict or prohibit the disclosure of bank information without the consent of the holder of the account, and shall be construed as consent with respect thereto, and the same shall apply to any of the bank accounts for which I may be a relevant principal.

Dated: ____________________________, 1998

Signature: _________________________________

Printed full name: _________________________________