ELENA PAOLI
JOEL N. BREWER
G. BRENT MICKUM
PABLO ZYLBERGLAIT
Federal Trade Commission
601 Pennsylvania Ave., N.W.
Washington, D.C. 20580
(202) 326-2974

JENNIFER LARABEE
Federal Trade Commission
10877 Wilshire Boulevard, Suite 700
Los Angeles, California 90024
(310) 824-4343

Attorneys for Plaintiff
Federal Trade Commission

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

FEDERAL TRADE COMMISSION,

Plaintiff,

v.

AKOA, INC., et al.,

Defendants.

Civ. No. 97-7084 LGB (Mcx)

STIPULATION OF JEFFREY L. RAYDEN, AKOA, INC., EASYWAY INTERNATIONAL INC., AND RAYCO, INC., TO FINAL JUDGMENT FOR PERMANENT INJUNCTION

DATE: N/A
TIME: N/A
PLACE: N/A

Plaintiff, the Federal Trade Commission ("FTC") filed its Amended Complaint against AKOA, Inc., Easyway International, Inc., Rayco, Inc., Jeffrey L. Rayden, Larry D. Wayne, and Edward E. Rayden, all also d/b/a National PC Systems, pursuant to Sections 13(b) of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. 53(b), charging Defendants with violations of Section 5(a) of the FTC Act, 15 U.S.C. 45(a). On September 25, 1997, the Court granted the Plaintiff's ex parte Application for a Temporary Restraining Order with Asset Freeze, Expedited Discovery, Immediate Access, and Appointment of a Temporary Receiver, and ordered Defendants to Show Cause why a preliminary injunction should not issue against them. Plaintiff and Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., subsequently stipulated to a Preliminary Injunction on November 5, 1997, which was entered December 8, 1997.

NOW, Plaintiff FTC and Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., by and through their counsel, having stipulated to this Final Judgment for Permanent Injunction ("Judgment") to resolve all matters of dispute between them in this action, without Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., admitting any of the allegations made in the Amended Complaint or admitting that they have violated the FTC Act or any other applicable law, IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

DEFINITIONS

  1. The term "Defendants" means Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., Rayco, Inc., or any of them, their officers, agents (other than persons acting as their attorneys), servants, and employees, individually and in their representative capacities, jointly and severally, and all other persons or entities in active concert or participation with them who receive actual notice of this Judgment by personal service or otherwise.
  2. The term "service contract" means any contract or other arrangement whereby Defendants, in exchange for any consideration or offer of consideration, offer or agree to provide or insure provision of any service involving repair or maintenance of any equipment, appliance or other good, or, in the event of any malfunction of any equipment, appliance or other good, replacement or upgrade of such equipment, appliance or other good, including but not limited to any such contract or other arrangement whose terms overlap any time period or any coverage provided by any such contract previously purchased from Defendants, or any renewal or extension of any such contract previously purchased from Defendants.
  3. The term "consumer" means any person, group, unincorporated association, limited or general partnership, corporation, or any business entity to whom Defendants offer for sale, promote, market, sell or distribute goods, services or service contracts.
  4. The term "telephone" refers to any direct or indirect use of the telephone, whether the telephone is activated by, or the language used is that of human beings, machines, or both, including, but not limited to, computers linked by modem, or facsimile machines.
  5. The term "mail" refers to any material that is sent, whether by any public or private common carrier, to any consumer without that consumer's prior expressed request or consent.
  6. The terms "owner" or "part owner" shall not include ownership of less than 1% of the stock in any publicly traded corporation.
  7. The term "document" is synonymous in meaning and equal in scope to the usage of that term in Federal Rule of Civil Procedure 34(a), and includes writings, drawings, graphs, charts, photographs, audio and video recordings, computer records, and other data compilations from which information can be obtained and translated, if necessary, through detection devices into reasonably usable form. A draft or non-identical copy is a separate document within the meaning of this term.

FINDINGS

  1. This Court has jurisdiction of the subject matter of this case and of the parties.
  2. The Amended Complaint states a claim upon which relief may be granted, within the meaning of F.R.Civ.P. 12(b)(6), against Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., under Sections 5(a) and 13(b) of the FTC Act, 15 U.S.C. 45(a) and 53(b).
  3. The acts and practices of Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., as alleged in the Amended Complaint, are in or affecting commerce, as "commerce" is defined in Section 4 of the FTC Act, 15 U.S.C. 44.
  4. Entry of this agreed-to Judgment is in the public interest.
  5. Venue in the United States District Court for the Central District of California is proper.

ORDER

I. BAN FROM SALE OF SERVICE CONTRACTS

IT IS THEREFORE ORDERED that Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., shall be and hereby are permanently restrained and enjoined from engaging or participating in the advertising, promoting, marketing, offering for sale, sale or distribution to consumers of any service contract by mail or telephone, directly or through any business entity, investment or other device for which service contracts constitute more than ten percent (10%) of the revenues of the business entity, investment, or other device, in any capacity whatsoever, including but not limited to as a business owner, trustee, officer, director, consultant, advisor, or employee.

II. PROHIBITED ACTIVITIES

IT IS FURTHER ORDERED that, in connection with the advertising, offering for sale, promoting, marketing, sale or distribution to consumers of goods or services by mail or telephone, Defendants are hereby permanently restrained and enjoined from:

A. Requesting, demanding or accepting payment by any consumer for any goods or services without the consumer's prior expressed request or consent for such goods or services.

B. Sending to any consumer:

  1. Any promotional or advertising material that requests or invites any payment, unless Defendants make the following disclosure, clearly and prominently on the top right corner of the front of the first page of the enclosure: "THIS IS NOT A BILL." This disclosure shall be in 30 point type or larger, in print that contrasts with the background against which it appears.
  2. Any promotional or advertising material that is in the form of, and reasonably could be interpreted or construed as, a bill, invoice, or statement of account due, unless Defendant makes the following disclosure, clearly and prominently, on the front of the envelope, close to the consumer's address, and on the top right corner of the front of the first page of the enclosure: "THIS IS NOT A BILL." This disclosure shall be in 30 point type or larger, in print that contrasts with the background against which it appears.

C. In telephoning any consumer without the consumer's prior consent, failing to disclose to the consumer, promptly and in a clear and conspicuous manner, the following information:

  1. The identity of the seller;
  2. That the purpose of the call is to sell goods or services; and
  3. The nature of the goods or services.

D. Making any express or implied representation of material fact that is false or misleading, including, but not limited to, misrepresenting, directly or by implication, any of the following:

  1. Any terms or conditions of any contract for goods or services offered by Defendants;
  2. That Defendants had previously done business with the consumer or that the Defendants are the consumer's regular supplier;
  3. That any consumer ordered or requested the goods or any services from Defendants;
  4. That any consumer has any obligation to pay money to Defendants;
  5. That Defendants are located within any consumer's local geographic area or that Defendants provide or are capable of providing the goods or services locally;
  6. The nature of the goods or services provided by Defendants;
  7. That Defendants provide goods or services, or provide them promptly or within any stated time period;
  8. The number or nature of locations of Defendants' offices or facilities.

E. Using or transferring to any person or business entity, in any manner, any books, records, tapes, discs, accounting data, checks (fronts and backs), correspondence, forms, advertisements, brochures, manuals, electronically stored data, banking records, customer files, customer lists, invoices, telephone records, ledgers, payroll records, or other documents of any kind, including information stored in computer-maintained form in their possession, custody or control, or any trade secrets or know-how, whether recorded or otherwise, or assisting, consulting with, or in any way providing any of the foregoing for purposes of engaging or enabling others to engage in any of the above-enumerated prohibited activities.

III. PROHIBITED BUSINESS ACTIVITIES

IT IS FURTHER ORDERED that, for any business entity which Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., or Rayco, Inc., own in whole or in part, or control or have authority to control, in connection with the advertising, offering for sale, promoting, marketing, sale or distribution to consumers of goods or services by mail or telephone, Defendants are hereby permanently restrained and enjoined from:

A. Refusing any refund request from any consumer who pays for any goods or services as a result of any false or misleading representation by Defendants.

B. Refusing upon request to make a full refund to any consumer who pays for goods or services and who is not able to obtain them within the time represented or, if no time is represented, within thirty (30) days of the Defendants' receipt of the consumer's payment for the goods or services.

C. Failing to make any refund required by this Judgment within seven (7) business days from the date the request for refund is received by Defendants, whether such request was made orally, in writing, or by telephone.

D. Using any fictitious, false, or assumed title or name, other than their own proper names or a publicly registered "d/b/a," or otherwise misrepresenting their true identities in the course of business dealings or in publicly filed documents.

E. Offering for sale, selling, leasing, or in any manner disclosing to any person or business entity (other than to a federal, state or local law enforcement agency) the name, address, telephone number, bank account number, credit card number, Social Security number, or any other identifying information, of or relating to any consumer who paid money to National PC Systems (or any derivation or abbreviation of the name National PC Systems), or names of a consumer's employees, without the consumer's prior expressed consent.

IV. MONETARY JUDGMENT

IT IS FURTHER ORDERED that:

A. A judgment in the amount of forty thousand dollars ($40,000.00) is hereby entered against Defendants AKOA, Inc., Easyway International, Inc., and Rayco, Inc., their successors and assigns, and Jeffrey L. Rayden. Defendants shall pay this judgment in two installments, as follows:

  1. Immediately upon signing this Judgment, Defendants shall pay $10,000.00 to their attorney to be held in escrow for the Receiver herein, Norbert J. Nowicki, Nowicki & Associates, 7424 Jackson Dr., Suite 2, San Diego, CA 92119, until entry of this Judgment. Upon entry of this Judgment, this amount shall be paid to the Receiver by check made payable to "Norbert J. Nowicki." Additionally, upon entry of this Judgment, Defendants shall pay $5,000.00 to the Receiver by certified check made payable to "Norbert J. Nowicki."
  2. Defendants shall pay the remaining $25,000.00 to the Receiver. The payment shall be due and owing 18 months after entry of this Judgment, and shall be paid by certified check made payable to "Norbert J. Nowicki." To secure this payment, Defendant Jeffrey L. Rayden has provided to Plaintiff the executed security agreement attached hereto as Appendix "A."

B. In the event of default in any payment required by paragraph A of this Part, interest as computed under 28 U.S.C. 1961 shall accrue on the unpaid amount from the date of default until the payment is fully paid.

C. Defendants AKOA, Inc., Easyway International, Inc., and Rayco, Inc., their successors and assigns, and Jeffrey L. Rayden, hereby assign to the Receiver all right, title and interest in all receivership accounts identified by the Receiver in the Receiver's Interim Report and Recommendation, filed with the Court November 4, 1997.

D. Defendants AKOA, Inc., Easyway International, Inc., and Rayco, Inc., their successors and assigns, and Jeffrey L. Rayden, shall be solely liable, according to their respective legal obligations, if any, for:

  1. Any Defendants' unpaid or uncompromised federal and state withholding, FICA, unemployment, income or other taxes;
  2. Any unpaid or uncompromised rent on the premises 17000 Ventura Blvd., Encino, California 91316, or any unpaid moving, storage or other costs incurred by the owner of the premises in removing them therefrom; and,
  3. Any unpaid or uncompromised creditor invoices identified in the Receiver's Interim Report and Recommendation, filed with the Court November 4, 1997.

E. The Receiver shall apply all amounts paid or assigned under paragraphs A and C of this Part to any unpaid fees of the Receiver. The Receiver will pay any unused balance to the FTC for redress to consumers or disgorgement to the United States Treasury, as provided hereafter.

F. Defendants AKOA, Inc., Easyway International, Inc., and Rayco, Inc., their successors and assigns, and Jeffrey L. Rayden, are hereby enjoined from depositing or cashing any checks, money orders, or payments to National PC Systems, Checkwriter Systems, or any variation or abbreviation of these names, for any service contract, or otherwise accepting payment by any consumer to National PC Systems, Checkwriter Systems, or any variation or abbreviation of these names, for any service contract, received after September 25, 1997. The Receiver shall turn over to the Plaintiff all such checks, money orders and other payments for service contracts in his possession, for Plaintiff to return to the payors; and, Defendants AKOA, Inc., Easyway International, Inc., and Rayco, Inc., their successors and assigns, and Jeffrey L. Rayden, shall return to the payors any such checks, money orders and other payments for service contracts received by them any time during the period beginning at the time of the entry of this Judgment and ending six months after the entry of this Judgment.

G. Except as provided in Parts VI and VII of this Judgment, payment by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., of $40,000.00 and any interest on this amount, assignment of the receivership accounts, and payment of the moving and storage costs incurred by the Receiver in carrying out the Court's December 15, 1997, minute order, shall satisfy all claims for monetary relief against them in this action by the FTC or by the Receiver.

V. CLAIMS PROCEDURE

IT IS FURTHER ORDERED that after payment of the monetary judgment by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., and resolution of this matter as to all the other named Defendants, the FTC shall, if practical, develop a claims procedure that will enable consumers who paid the Defendants in this matter for computer maintenance service contracts to make claims against those funds, and provide for a means of distributing the funds recovered to the consumers who have approved claims. Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., forever disclaim all right, title, and interest in all sums paid or assigned to the Receiver or paid by the Receiver to the FTC. None of these funds shall be returned to any of the Defendants herein, their successors, heirs, or assigns. If the FTC determines, in its sole discretion, that redress to consumers is wholly or partially impractical, or if any portion of the funds used for redress remains unclaimed by consumers after a period for making claims ends, the remainder shall be deposited in the United States Treasury. No portion of any payments under this Judgment shall be deemed a payment of any fine, penalty, or punitive assessment.

VI. RIGHT TO REOPEN

IT IS FURTHER ORDERED that the FTC's agreement to this Judgment is expressly premised upon the truthfulness, accuracy, and completeness of the Financial Statement of Defendant Jeffrey L. Rayden, executed by him on November 25, 1997, and his statement, which by his signature hereto he hereby acknowledges and affirms under penalty of perjury, viz., that neither he nor the corporate Defendants possess, hold, control or have access to any assets not disclosed in the aforesaid Financial Statement or identified in the Receiver's Interim Report and Recommendation, filed with the Court November 4, 1997. These two statements contain material information upon which the FTC has relied in negotiating and agreeing to the terms of this Judgment. If, upon motion by the FTC, this Court finds that any part of these two statements of Defendant Jeffrey L. Rayden, was in any material respect untruthful, inaccurate or incomplete, or materially misrepresented the financial condition of any Defendant, the source of any Defendants' income or any asset, the value of or the purpose for which any asset is held by any Defendant, or made any other material misrepresentations or omissions of assets, the FTC may request that the Judgment be reopened for the purpose of modifying the terms of the Judgment to provide a payment of up to seven million and five hundred thousand dollars ($7,500,000.00) by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., jointly and severally, in redress to consumers or disgorgement to the United States Treasury; provided, however, that in all other respects this Judgment shall remain in full force and effect unless otherwise ordered by this Court; and, provided further, that proceedings instituted under this Part are in addition to, and not in lieu of, any other civil or criminal remedies that may be provided by law, including any other proceedings that the FTC may initiate to enforce this Judgment. Solely for purposes of this Part, Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., waive any right to contest liability for the allegations in the Amended Complaint. The FTC shall remain obligated under this Part to prove, by a preponderance of the evidence, that any part of either of Defendant Jeffrey L. Rayden's two statements was inaccurate, that the inaccuracy was material, and the amount of redress owing to consumers.

VII. COSTS AND ATTORNEY FEES

IT IS FURTHER ORDERED as follows:

A. Except as set forth in Part IV and in this Part, each party to this Judgment shall bear its own costs and attorney fees incurred in connection with this action; provided, however, in the event Plaintiff initiates proceedings to enforce the provisions of this Judgment, and, provided further, the Court determines that Defendants have violated any term or provision of this Judgment, Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., shall pay the costs and attorney fees incurred by Plaintiff in connection with proceedings to enforce this Judgment against them; and,

B. Notwithstanding any other provision of this Judgment, Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., agree that, if they fail to meet the obligations set forth in Part IV or VI, they shall pay the costs and attorneys fees incurred by the FTC and its agents, or the Receiver and his agents, in any attempts to collect amounts due any of them or enforce the rights of either of them under this Judgment. Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., further agree that the facts as alleged in the Amended Complaint shall be taken as true in any subsequent litigation filed by the FTC or the Receiver to enforce their rights under Part IV or VI (and solely for that purpose), including but not limited to a nondischargeability complaint in any subsequent bankruptcy proceeding.

VIII. NOTICE OF AFFILIATION OR CHANGE IN STATUS

IT IS FURTHER ORDERED that, for a period of five (5) years from the entry of this Judgment:

A. Defendant Jeffrey L. Rayden shall promptly give written notice to the Associate Director for Enforcement, Federal Trade Commission, Washington, D.C. 20580, of any change in his employment status (including self-employment) within ten (10) days of such change. Such notice shall include the name and address of each business that he is affiliated with or employed by, a statement of the nature of the business, and a statement of his duties and responsibilities in connection with the business or employment; and,

B. Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., shall promptly give written notice to the Associate Director for Enforcement, Federal Trade Commission, Washington, D.C. 20580, of any proposed change in the structure of the corporate Defendants, or any business entity owned or controlled in whole or in part by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., or Rayco, Inc., such as creation, incorporation, dissolution, assignment, sale, creation or dissolution of subsidiaries, or any other change that may affect compliance obligations arising out of this Judgment, thirty (30) days prior to the effective date of any proposed change.

IX. MAINTENANCE OF BUSINESS RECORDS

IT IS FURTHER ORDERED that, for a period of five (5) years from the entry of this Judgment, in connection with the advertising, promoting, offering for sale, sale, or distribution of any goods or services by mail or telephone, Defendants shall:

A. Create and maintain records containing the name, address, telephone number, and Social Security number of each person employed by Defendants in any capacity, that person's job title or position, the date upon which the employee commenced work, and the date and reason for the employee's termination, if applicable;

B. Create and maintain records containing the names, addresses, and telephone numbers of consumers to whom Defendants, whether directly or through any business entity or other device, sell, invoice, or ship goods or services;

C. Maintain records of all written or tape-recorded communications with consumers to whom Defendants, whether directly or through any business entity or other device, sell, invoice, or ship goods or services;

D. Create and maintain records and accounts that, in reasonable detail, accurately and fairly reflect the income, disbursements, transactions, and use of monies by Defendants;

E. Create and maintain records of every written or oral consumer complaint or refund request received by Defendants, including the following:

  1. The consumer's name, name of business, address, telephone number, any invoices sent to the consumer, and the amounts paid by the consumer;
  2. The written complaint or any written or recorded record of the oral complaint, and the date of the complaint or refund request;
  3. The basis of the complaint or refund request and the nature and result of any investigation conducted as to the validity of the complaint;
  4. Each response to the complaint or refund request and the date of the response;
  5. Any final resolution and the date of the resolution; and,
  6. In the event of a denial of a refund request, the reason for the denial or, if resolved, the basis for determining that a complaint has been resolved.

X. MONITORING OF BUSINESS PRACTICES

IT IS FURTHER ORDERED that, for purposes of securing compliance with this Judgment, for a period of five (5) years from the entry of this Judgment, in connection with any business owned or controlled in whole or in part by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., or Rayco, Inc., Defendants shall cooperate with Plaintiff's requests to investigate or monitor business practices, except to the extent that such cooperation would require the waiver of constitutional rights, as follows:

A. Within five (5) days after receipt of a written request, permit representatives of Plaintiff access during normal business hours to any office or facility in which Defendants store or hold documents and records, to inspect and copy any such documents and records in Defendants' possession or control, including all documents and records Defendants are required by Part X to maintain;

B. Permit representatives of Plaintiff, within five (5) business days after receipt of a written request, to interview the officers, directors, or employees of any such business, subject to the reasonable convenience of the Defendants and the person to be interviewed, and without restraint or interference from Defendants, at a location reasonably convenient to the person to be interviewed, Defendants, and Plaintiff; provided, however, that such officers, directors or employees may have counsel present;

C. Produce documents requested by Plaintiff within thirty (30) business days of receipt of such request;

D. Permit representatives of Plaintiff to depose any officers, directors, or employees of any such business, subject to the reasonable convenience of the person deposed, but in no event later than twenty (20) business days of receipt of the request for deposition; and,

E. Permit representatives of Plaintiff immediate access upon demand (or, in the case of a business operated from Defendant Jeffrey Rayden's home, access upon reasonable notice) to any premises or facilities owned, occupied, or controlled by Defendants to determine compliance with the Judgment.

XI. DISTRIBUTION TO DESIGNATED INDIVIDUALS

IT IS FURTHER ORDERED that, for a period of five (5) years from the date of entry of this Judgment, Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., shall:

A. Immediately provide a copy of this Judgment to, and obtain a signed and dated acknowledgment of receipt of the same from (or, if not possible, maintain a written verification of delivery to) each officer, director, managing agent, supervisory employee, in any company or other business entity owned in whole or in part by Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., or Rayco, Inc., or which Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., or Rayco, Inc., control or have authority to control, that engages in the advertising, promoting, marketing, offering for sale, sale, or distribution of goods or services by mail or telephone.

B. Maintain, and upon reasonable notice make available to any representative of Plaintiff, the original and dated acknowledgments and written verifications of the receipts required by this Part.

XII. LIFTING ASSET FREEZE AND RECEIVERSHIP

IT IS FURTHER ORDERED that, upon entry of this Judgment and payment by Defendants of $15,000.00 and any interest on this amount to the Receiver:

A. The Receiver will file his final report and accounting and seek an order discharging the Receiver and exonerating his bond;

B. The Stipulation and Order for Preliminary Injunction, Appointment of a Permanent Receiver, Continuation of Asset Freeze and Other Relief, agreed to on November 5, 1997, and entered on December 8, 1997, shall be lifted in its entirety.

XIII. RETENTION OF JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for the purpose of enabling the parties to apply to the Court at any time for such further orders or directives as may be necessary or appropriate for the interpretation or modification of this Judgment, for the enforcement of compliance therewith, or the punishment of violations thereof.

XIV. WAIVER OF CLAIMS

Defendants Jeffrey L. Rayden, AKOA, Inc., Easyway International, Inc., and Rayco, Inc., waive all claims under the Equal Access to Justice Act, 28 U.S.C. 2412, as amended by Pub. L. No. 104-121, 110 Stat. 847, 863-64 (1996), and all rights to seek judicial review or otherwise to challenge or contest the validity of this Judgment, or the temporary or preliminary orders entered in this proceeding, and further waive and release any claim they or any of them may have against the FTC, its employees, agents or representatives, or the Receiver, his employees, agents or representatives.

There being no just reason for delay, the Clerk of the Court is hereby directed to enter this Judgment.

SO ORDERED, this day of , 1998, at .

LOURDES G. BAIRD
United States District Judge
Central District of California

The parties listed below hereby stipulate and agree to entry of the foregoing Judgment, which shall constitute the Final Judgment in this action as to the undersigned.

SIGNED AND STIPULATED BY: FEDERAL TRADE COMMISSION

Dated: , 1998

ELAINE D. KOLISH
Associate Director for Enforcement

MAUREEN ENRIGHT
Acting Assistant Director
for Enforcement

ELENA I. PAOLI
JOEL N. BREWER
GEORGE BRENT MICKUM IV
PABLO ZYLBERGLAIT
JENNIFER LARABEE
Attorneys for Plaintiff
Federal Trade Commission

DEFENDANTS

Dated: , 1998

JEFFREY L. RAYDEN, individually

JEFFREY L. RAYDEN, as President
of AKOA, Inc.; Easyway International, Inc.; and Rayco, Inc.

WILLIAMS & CONNOLLY
Counsel for Defendant Jeffrey L. Rayden
725 Twelfth Street, N.W.
Washington, D.C. 20005

by:
F. LANE HEARD III
A Member of the Firm