UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Fair Allocation System, Inc., a corporation.

File No. 971 0065

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission, having initiated an investigation of certain acts and practices of Fair Allocation System, Inc. ("FAS"), and it now appearing that FAS, hereinafter sometimes referred to as "proposed respondent," is willing to enter into an agreement containing an order ("Agreement") to cease and desist from the use of the acts and practices being investigated and providing for other relief:

IT IS HEREBY AGREED by and between proposed respondent, by its duly authorized officers and attorneys, and counsel for the Federal Trade Commission that:

1. Proposed respondent FAS is an incorporated association of franchised automobile dealerships (primarily Chrysler, Plymouth, Dodge, Jeep and Eagle), organized, existing and doing business under and by virtue of the laws of the State of Montana, and has a mailing address at P.O. Box 1691, Helena, Montana 59624.

2. Proposed respondent admits all the jurisdictional facts set forth in the draft of complaint here attached.

3. Proposed respondent waives:

a. any further procedural steps;

b. the requirement that the Commission's decision contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the order entered pursuant to this Agreement; and

d. any claim under the Equal Access to Justice Act.

4. This Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Agreement is accepted by the Commission it, together with the draft of complaint contemplated thereby, will be placed on the public record for a period of sixty (60) days and information with respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Agreement and so notify the proposed respondent, in which event it will take such action as it may consider appropriate, or issue and serve its complaint (in such form as the circumstances may require) and decision, in disposition of the proceeding.

5. This Agreement is for settlement purposes only and does not constitute an admission by proposed respondent that the law has been violated as alleged in the draft of complaint here attached, or that the facts as alleged in the draft complaint, other than jurisdictional facts, are true.

6. This Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of 2.34 of the Commission's Rules, the Commission may, without further notice to proposed respondent, (1) issue its complaint corresponding in form and substance with the draft of complaint here attached and its decision containing the following order to cease and desist in disposition of the proceeding and (2) make information public with respect thereto. When so entered, the order shall have the same force and effect and may be altered, modified, or set aside in the same manner and within the same time provided by statute for other orders. The order shall become final upon service. Delivery by the U.S. Postal Service of the complaint and decision containing the agreed-to order to proposed respondent's address as stated in this Agreement shall constitute service. Proposed respondent waives any right it may have to any other manner of service. The complaint may be used in construing the terms of the order, and no agreement, understanding, representation, or interpretation not contained in the order or the Agreement may be used to vary or contradict the terms of the order.

7. Proposed respondent has read the proposed complaint and order contemplated hereby. Proposed respondent understands that once the order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the order. Proposed respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the order after the order becomes final.

ORDER

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

A. "Respondent" or "FAS" means Fair Allocation System, Inc., its officers, directors, employees, agents and representatives, successors, and assigns, its subsidiaries, divisions, groups and affiliates controlled by FAS, and the respective officers, directors, employees, agents and representatives, successors, and assigns of each.

B. "Commission" means the Federal Trade Commission.

II.

IT IS FURTHER ORDERED that respondent, directly or indirectly, or through any person or any corporate or other device, in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, shall forthwith cease and desist from carrying out, participating in, inducing, suggesting, urging, encouraging, or assisting any boycott or threatened boycott of, or concerted refusal to deal or threatened concerted refusal to deal with, any automobile manufacturer or consumer.

III.

IT IS FURTHER ORDERED that respondent shall:

A. Within thirty (30) days after the date this order becomes final, distribute by first- class mail a copy of this order and the complaint to each of its members;

B. Within sixty (60) days after the date this order becomes final, amend its by-laws to incorporate by reference Paragraph II of this order, and distribute by first-class mail a copy of the amended by-laws to each of its members;

C. For a period of ten (10) years after the date this order becomes final, provide each new member with a copy of this order, the complaint, and the amended by-laws within thirty (30) days of the new member’s admission to FAS; and

D. Within sixty (60) days after the date this order becomes final, and annually thereafter for a period of ten (10) years on the anniversary of the date this order becomes final, file with the Secretary of the Commission a verified written report setting forth in detail the manner and form in which FAS has complied with and is complying with this order.

IV.

IT IS FURTHER ORDERED that respondent shall notify the Commission at least thirty (30) days prior to any change in respondent, such as dissolution or reorganization resulting in the emergence of a successor corporation or association, or any other change in FAS that may affect compliance obligations arising out of this order.

V.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this order, upon written request, respondent shall permit any duly authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of respondent relating to any matters contained in this order; and

B. Upon five days’ notice to respondent and without restraint or interference from it, to interview officers, directors, or employees of respondent.

VI.

IT IS FURTHER ORDERED that this Order shall terminate on , .

Signed this day of , 1998.

FAIR ALLOCATION SYSTEM, INC.,
a corporation

By:

Mike Marbut
President

Joe Billion
Secretary

R. J. "Jim" Sewell, Jr.
Counsel for Fair Allocation System, Inc.

FEDERAL TRADE COMMISSION

By:

K. Shane Woods
Attorney
Seattle Regional Office

Approved:

Charles A. Harwood
Director
Seattle Regional Office