UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION

Case No. 99-7001-CIV-DIMITROULEAS

FEDERAL TRADE COMMISSION
Plaintiff

v.

ALL AROUND TRAVEL CLUB, INC.,
CENTURY FINANCIAL GROUP, INC.,
MICHAEL MANSUETO,
DOUGLAS BAETZ, AND
GLENN GALLANT,
Defendants.

STIPULATED FINAL JUDGMENT AND ORDER FOR PERMANENT INJUNCTION

Plaintiff, the Federal Trade Commission ("FTC" or "Commission"), commenced this action by filing a Complaint pursuant to Section 13(b) of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C.  53(b), charging the Defendants with engaging in unfair or deceptive acts or practices in violation of Section 5 of the FTC Act, 15 U.S.C.  45.

Now the Commission and Defendants agree to a settlement of this action without trial or adjudication of any issue of law or fact herein and in which the Defendants deny liability for any of the violations alleged in the complaint or for any wrongdoing whatsoever and agree to this settlement solely to avoid the expenses of litigation. The Commission and Defendants consent to entry of this Final Order without trial or adjudication of any issue of law or fact herein.

Upon the consent of the parties hereto, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

FINDINGS

1. This is an action by the Commission instituted under Sections 5 and 13(b) of the Federal Trade Commission Act, 15 U.S.C.  45 and 53(b). The Complaint seeks permanent injunctive relief for alleged deceptive acts or practices by the Defendants in connection with the advertising, marketing, promoting, offering for sale, and sale of services relating to travel club memberships and an unsecured credit card. The Complaint states a claim upon which relief may be granted against Defendants under Sections 5 and 13(b) of the FTC Act.

2. This Court has jurisdiction over the subject matter of this case and has jurisdiction over the Defendants. Venue in the Southern District of Florida is proper.

3. The activities of Defendants are in or affecting commerce, as commerce is defined in 15 U.S.C.  44.

4. Defendants waive all rights to seek judicial review or otherwise challenge or contest the validity of this Order. Defendants also waive any claim that they may hold under the Equal Access to Justice Act, 28 U.S.C.  2412 (as amended), concerning the prosecution of this action to the date of this Order. Defendants shall bear their own costs and attorneys fees.

5. Entry of this Order is in the public interest.

DEFINITION

For purposes of this Final Judgment and Order for Permanent Injunction, the following definition shall apply:

1. "Document" is synonymous in meaning and equal in scope to the usage of the 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 the 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 the term.

I.
PROHIBITED BUSINESS ACTIVITIES

IT IS THEREFORE ORDERED that with respect to the advertising, marketing, promoting, offering for sale, or sale of travel club memberships or services or products relating to credit cards, loans, or other extensions of credit, Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant and their successors, assigns, directors, officers, agents, servants, employees, attorneys, and all persons or entities directly or indirectly under the control of any Defendant or under common control with any Defendant, and all other persons or entities in active concert or participation with any Defendant who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, are hereby permanently restrained and enjoined from:

A. Misrepresenting, expressly or by implication, that consumers will receive travel club membership benefits if they join a travel club;

B. Misrepresenting, expressly or by implication, that consumers will be billed for a travel club membership only if they authorize a charge to a credit card for the travel club membership fee;

C. Misrepresenting, expressly or by implication, that a written authorization or application is required for the issuance of a credit card or for the posting of a charge to a credit card; and

D. Misrepresenting, expressly or by implication, any material fact concerning Defendants' ability to perform or provide any travel or credit products or services for consumers.

II.
CUSTOMER LISTS

IT IS FURTHER ORDERED that Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant and their successors, assigns, directors, officers, agents, servants, employees, attorneys, and all persons or entities directly or indirectly under the control of any Defendant or under common control with any Defendant, and all other persons or entities in active concert or participation with any Defendant who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, are hereby restrained and enjoined, as of the date of this Order, from selling, renting, leasing, transferring, or otherwise disclosing the name, address, telephone number, social security number, or other identifying information of any person who Defendants billed for any travel club membership fee at any time prior to the date this Order is entered. Provided, however, that Defendants may disclose such identifying information to a law enforcement agency or as required by any law, regulation, or court order.

III.
CEASE COLLECTIONS, NOTICES TO CONSUMERS

IT IS FURTHER ORDERED that for each BestBank VISA credit card account currently owned or subsequently owned by any Defendant in which the consumer was billed for a membership in All Around Travel Club on a BestBank VISA credit card and for which Defendants do not currently possess a written and signed authorization or application from such consumer for such credit card, Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant and their successors, assigns, directors, officers, agents, servants, employees, attorneys, and all persons or entities directly or indirectly under the control of any Defendant or under common control with any Defendant, and all other persons or entities in active concert or participation with any Defendant who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, shall:

A. Within ten (10) days after the date this Order is entered or within ten (10) days after any Defendant becomes the owner of such BestBank VISA credit card account, whichever event occurs later, mail a notice to such consumer informing the consumer that, as a result of an agreement between Defendants and the Federal Trade Commission, such consumer may upon written notice to All Around Travel Club rescind his or her membership in All Around Travel Club and that no further payment for such membership or for any credit card annual fees, or for any finance charges or late payment fees related thereto, previously billed to such consumer, will be due;

B. Upon receipt of a written notice pursuant to Paragraph A, above, that a consumer is rescinding his or her membership in All Around Travel Club, cancel such membership and cease or cancel all collection efforts, including collection efforts by third parties, of any fees for such membership or for any credit card annual fees, or for any finance charges or late payment fees related thereto, previously billed to such consumer;

C. Within ten (10) days of the receipt of a written notice pursuant to Paragraph A, above, that a consumer is rescinding his or her membership in All Around Travel Club, mail notices to all credit reporting agencies to whom Defendants or any other entity have reported a payment delinquency relating to such consumer's non-payment of the membership fee for All Around Travel Club, informing them that such delinquency was reported in error and that any negative information relating to such consumer's non-payment of the membership fee for All Around Travel Club should be permanently removed from such consumer's file.

Provided, however, that the provisions of this Paragraph shall not apply to any consumer who charged any amount other than the initial membership fee for All Around Travel Club or any credit card annual fees, or any finance charges or late payment fees related thereto, to the BestBank VISA credit card or who used any benefits of membership in the All Around Travel Club.

IV.
RECORD KEEPING PROVISIONS

IT IS FURTHER ORDERED that, for a period of three (3) years from the date of entry of this Order, Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant and their successors, assigns, directors, officers, agents, servants, employees, attorneys, and all persons or entities directly or indirectly under the control of any Defendant or under common control with any Defendant, and all other persons or entities in active concert or participation with any Defendant who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, in connection with any business engaged in the advertising, marketing, or promoting to consumers of travel club or credit card memberships, services or products where such Defendant or combination of Defendants is the majority owner of the business or directly or indirectly manages or controls the business, except where the business is subject to ongoing reporting under the Securities Act of 1933 ("Securities Act") or the Securities Exchange Act of 1934 ("Exchange Act") enforced by the Securities and Exchange Commission ("SEC"), are hereby restrained and enjoined from failing to create, and from failing to retain for a period of two (2) years following the date of such creation, unless otherwise specified:

A. Books, records and accounts that, in reasonable detail, accurately and fairly reflect the cost of goods or services sold, revenues generated, and the disbursement of such revenues;

B. Records accurately reflecting: the name, address, and telephone number of each person employed in any capacity by such business, including as an independent contractor; that person's job title or position; the date upon which the person commenced work; and the date and reason for the person's termination, if applicable. The businesses subject to this Paragraph shall retain such records for any terminated employee for a period of two (2) years following the date of termination;

C. Records containing the names, addresses, phone numbers, dollar amounts paid, quantity of items or services purchased, and description of items or services purchased, for all consumers to whom such business has sold, invoiced or shipped any goods or services, or from whom such business accepted money or other items of value;

D. Records that reflect, for every consumer complaint or refund request, whether received directly or indirectly or through any third party:

(1) the consumer's name, address, telephone number and the dollar amount paid by the consumer;

(2) the written complaint or refund request, if any, and the date of the complaint or refund request;

(3) the basis of the complaint, including the name of any salesperson complained against, and the nature and result of any investigation conducted concerning any complaint;

(4) each response 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; and

E. Copies of all sales scripts, training materials, advertisements, or other marketing materials utilized; provided that copies of all sales scripts, training materials, advertisements, or other marketing materials utilized shall be retained for (2) years after the last date of dissemination of any such materials.

Provided, however, that nothing in this Paragraph shall limit the reporting requirements of any other federal, state, or local agency or other industry self-regulatory regulations or requirements.

V.
DISTRIBUTION OF ORDER BY DEFENDANTS

IT IS FURTHER ORDERED that, for a period of three (3) years from the date of entry of this Order, Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant shall each:

A. Provide a copy of this Order to, and obtain a signed and dated acknowledgment of receipt of same from, each officer or director, each individual serving in a management capacity, and all personnel involved in drafting or reviewing promotional materials, including sales or verification scripts, whether designated as employees, consultants, independent contractors or otherwise, immediately upon employing or retaining any such persons, for any business engaged in the advertising, marketing, or promoting to consumers of travel club or credit card memberships, services or products where such Defendant or combination of Defendants is the majority owner of the business or directly or indirectly manages or controls the business, except where the business is subject to ongoing reporting under the Securities Act or the Exchange Act enforced by the SEC.

B. Maintain for a period of two (2) years after creation, and upon reasonable notice, make available to representatives of the Commission, the original signed and dated acknowledgments of the receipt of copies of this Order, as required in Section A of this Paragraph.

VI.
COMPLIANCE REPORTING BY DEFENDANTS

IT IS FURTHER ORDERED that, in order that compliance with the provisions of this Order may be monitored:

A. For a period of three (3) years from the date of entry of this Order, Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant shall each notify the Commission of the following:

(1) For any business engaged in the advertising, marketing, or promoting to consumers of travel club or credit card memberships, services or products, any changes in such Defendant's work address and employment status (including self-employment) within ten (10) days of such change, except where the business is subject to ongoing reporting under the Securities Act or the Exchange Act enforced by the SEC. Such notice shall include the name and address of each business that Defendant is affiliated with or employed by, a statement of the nature of the business, and a statement of Defendant's duties and responsibilities in connection with the business or employment; and

(2) Any proposed change in the structure of such corporate Defendant or any proposed change in the structure of any such business entity owned or controlled by such individual Defendant or combination of Defendants such as creation, incorporation, dissolution, assignment, sale, merger, creation, dissolution of subsidiaries, proposed filing of a bankruptcy petition, or change in the corporate name or address, or any other change that may affect compliance obligations arising out of this Order, thirty (30) days prior to the effective date of any proposed change; provided, however, that, with respect to any proposed change in the corporation about which such Defendant learns less than thirty (30) days prior to the date such action is to take place, such Defendant shall notify the Commission as soon as is practicable after learning of such proposed change;

B. For the purposes of this Order, Defendants shall, unless otherwise directed by the Commission's authorized representatives, mail all written notifications to the Commission to:

Regional Director
Southwest Region
Federal Trade Commission
Suite 2150, 1999 Bryan Street
Dallas, Texas 75201
Re: FTC v. All Around Travel Club, Inc., et al.
Civ. Act. No. 99-7001

C. On behalf of each of the Defendants, the law firm of Zuckerman Spaeder Taylor & Evans LLP shall be authorized to accept service of any documents served by the Commission for a period of three (3) years from the date of entry of this Order.

VII.
COMMISSION'S AUTHORITY TO MONITOR COMPLIANCE

IT IS FURTHER ORDERED that the Commission is authorized to monitor Defendants' compliance with this Order by all lawful means, including but not limited to, the use of representatives posing as consumers and suppliers to Defendants, Defendants' employees, or any other entity managed or controlled in whole or in part by Defendants, without the necessity of identification or prior notice.

VIII.
ACKNOWLEDGMENT OF RECEIPT OF ORDER BY DEFENDANTS

IT IS FURTHER ORDERED that, within five (5) business days after receipt by Defendants All Around Travel Club, Inc., Century Financial Group, Inc., Michael Mansueto, Douglas Baetz, and Glenn Gallant of this Order as entered by the Court, each Defendant shall submit to the Commission a truthful sworn statement, in the form shown on Appendix A hereto, that shall acknowledge receipt of this Order.

IX.
RETENTION OF JURISDICTION

IT IS FURTHER ORDERED that the 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 and directions as may be necessary or appropriate for the purposes of interpreting, monitoring compliance with, modifying or enforcing this Order, or for the punishment of violations thereof.

The parties hereby consent to the terms and conditions of the Stipulated Final Judgment and Order for Permanent Injunction as set forth above and consent to entry thereof. Each party shall bear its own costs and attorney's fees.

SO ORDERED, this _____ day of _______________, 199___.

_______________________________
William P. Dimitrouleas
United States District Judge

SO STIPULATED:

Kristin Malmberg
kmalmberg@ftc.gov
Texas Bar No. 12871700

John R. Hoagland
jhoagland@ftc.gov
District of Columbia Bar No. 183699

Southwest Region
Federal Trade Commission
Suite 2150, 1999 Bryan Street
Dallas, Texas 75201
(214) 979-9379 (office)
(214) 953-3079 (facsimile)

ATTORNEYS FOR PLAINTIFF

All Around Travel Club, Inc. by Michael Mansueto, President
DEFENDANT

Michael Mansueto, individually and as an officer of All Around Travel Club, Inc.
DEFENDANT

Century Financial Group, Inc. by Douglas Baetz, President
DEFENDANT

_____________________________________
Douglas Baetz, individually and as an officer of Century Financial Group, Inc.
DEFENDANT

_____________________________________
Glenn Gallant, individually and as an officer of Century Financial Group, Inc.
DEFENDANT

Michael S. Pasano
Florida Bar No. 475947

Guy A. Rasco
Florida Bar No. 0727520

Zuckerman, Spaeder, Taylor & Evans, LLP
201 South Biscayne Boulevard
Suite 900, Miami Center
Miami, Florida 33131
(305) 579-0110 (voice)
(305) 579-9749 (facsimile)

ATTORNEY FOR DEFENDANTS

APPENDIX A

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION

Case No. 99-7001-CIV-DIMITROULEAS

FEDERAL TRADE COMMISSION
Plaintiff

v.

ALL AROUND TRAVEL CLUB, INC.,
CENTURY FINANCIAL GROUP, INC.,
MICHAEL MANSUETO,
DOUGLAS BAETZ, AND
GLENN GALLANT,
Defendants.

AFFIDAVIT OF [NAME OF DEFENDANT]

[Name of Defendant], being duly sworn, hereby states and affirms as follows:

1. My name is [ ]. My social security number is [ ]. My current residence address is [ ]. I am a citizen of the United States and am over the age of eighteen. I have personal knowledge of the facts set forth in this Affidavit.

2. I am a Defendant in FTC v. All Around Travel Club, Inc., et al., Civil Action No. 99-7001 in the United States District Court for the Southern District of Florida, Fort Lauderdale Division.

3. On __________ ___, 2000, I received a copy of the Stipulated Final Judgment and Order for Permanent Injunction, which was signed by the Honorable William P. Dimitrouleas and entered by the Court on __________ ___, 2000. A true and correct copy of the Order I received is attached to this Affidavit.

I declare under penalty of perjury under the laws of the United States that the

foregoing is true and correct. Executed on ____________ ___, 2000, at .

___________________________________
Name of Defendant

State of ____________________, City of ____________________

Subscribed and sworn to before me this _____ day of _________, 2000.

_____________________________
Notary Public

My Commission Expires:
_____________________________