UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

FEDERAL TRADE COMMISSION
Plaintiff

vs

SCREEN TEST U.S.A., INC., a New Jersey corporation
FRED VANORE individually, d/b/a Vanore Productions and World Wide Casting, Inc. and as an officer of Screen Test U.S.A., Inc. and American Child Actor and Modeling Association, Inc.
AMERICAN CHILD ACTOR AND MODELING ASSOCIATION, INC. a New Jersey corporation
PREMIER MARKETING, INC. a New Jersey corporation d/b/a Screen Test U.S.A.
ALICE B. McMANUS individually and as an officer of Premier Marketing, Inc.
R. J. IMS CORP. a New Jersey Corporation d/b/a Screen Test U.S.A.
RICHARD J. IMS, JR. individually and as an officer of R. J. Ims Corp.
PREMIER MARKETING, INC. a Connecticut corporation d/b/a Screen Test U.S.A
SHOWBIZ CENTRAL OF WESTCHESTER, INC. a Connecticut corporation d/b/a Screen Test U.S.A.
JOHN T. YANNIELLI individually and as an officer of Premier Marketing, Inc.and Showbiz Central of Westchester, Inc.
TOMORROW'S STARS, INC. a Florida corporation
EDWARD J. BAUER individually and as an officer of Tomorrow's Stars, Inc.
HELEN J. BAUER individually and as an officer of Tomorrow's Stars, Inc.
Defendants

Hon.

Civil Action No.

EX PARTE TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE

Plaintiff Federal Trade Commission ("FTC" or "Commission"), pursuant to Sections 13(b) and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §§ 53(b) and 57(b), filed its Complaint for Injunctive and Other Relief including consumer redress, and moved ex parte for a temporary restraining order and an order to show cause why a preliminary injunction should not be granted pursuant to Rule 65 of the Federal Rules of Civil Procedure ("Fed. R. Civ. P.") 65. The Court has considered the FTC's Complaint, motion, memoranda, declarations and other exhibits in support of the motion and finds:

1. This Court has jurisdiction of the subject matter of this case, and there is good cause to believe it will have jurisdiction of all parties.

2. Good cause exists to believe the Commission will ultimately succeed in establishing that the defendants have engaged in, and are likely to engage in, acts and practices that violate Section 5(a) of the FTC Act, 15 U.S.C. § 45(a) and the Commission's Trade Regulation Rule Concerning Cooling-off Period for Sales Made at Home or at Certain Other Locations, 16 C.F.R. Part 429 (the "Cooling-Off Rule"), in connection with the advertising, offering for sale or sale of introductory modeling or acting goods and services.

3. Good cause exists to believe that immediate and irreparable damage will occur to the Court's ability to grant effective final relief for consumers in the form of monetary redress from the transfer, disposition or concealment of defendants' assets or business records unless defendants are immediately restrained and enjoined by order of this Court, and that in accordance with Fed. R. Civ. P. 65(b) and Rule 12A of the New Jersey Federal Practice Rules, the interests of justice require that the Commission's motion be heard ex parte without prior notice to the defendants.

4. Good cause exists to appoint a temporary receiver for Defendants Screen Test U.S.A., Inc., American Child Actor and Modeling Association ("ACAMA"), Premier Marketing, Inc., a New Jersey Corporation ("Premier Marketing New Jersey"), R.J. Ims Corp., Premier Marketing, Inc., a Connecticut corporation ("Premier Marketing Connecticut") and Showbiz Central of Westchester, Inc. (collectively the "Receivership Defendants").

5. Weighing the equities and considering the Commission's likelihood of ultimate success, a temporary restraining order with conduct prohibitions, asset freeze, financial disclosure, immediate access to business records and other expedited discovery is in the public interest as to Defendants Screen Test U.S.A., Inc., Fred Vanore, ACAMA, Premier Marketing New Jersey, Alice B. McManus, R.J. Ims Corp., Richard J. Ims, Jr., Premier Marketing Connecticut, Showbiz Central of Westchester, Inc. and John T. Yannielli (collectively the "Northeast Defendants").

6. Weighing the equities and considering the Commission's likelihood of ultimate success, a temporary restraining order with expedited discovery and prohibition of the destruction, transfer or concealment of records is in the public interest as to Defendants Tomorrow's Stars, Inc., Edward J. Bauer and Helen J. Bauer (the "Florida Defendants").

7. No security is required of any agency of the United States for issuance of a restraining order. Fed. R. Civ. P. 65(c).

I. PROHIBITED MISREPRESENTATIONS

IT IS THEREFORE ORDERED, in connection with the advertising, offering for sale or sale of introductory modeling or acting goods and services, that the Northeast Defendants and their successors, assigns, officers, agents, servants, employees, attorneys and those persons or entities in active concert or participation with them 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 temporarily restrained and enjoined from:

Making any express or implied representation of material fact that is false or misleading, including but not limited to any misrepresentation:

1. that their screen test is a professional's objective, selective, reliable evaluation of whether a person will obtain work as an actor or model;

2. that photographs of the type they sell are necessary to attract agency representation or modeling or acting jobs;

3. concerning their rate of success in finding agency representation or modeling or acting jobs for consumers who have bought and completed their agency introduction program; and/or that

4. concerning the likelihood that any consumer will obtain agency representation or modeling or acting jobs as the result of buying and completing their agency introduction program;

5. that American Child Actor and Modeling Association, Inc. ("ACAMA") is an objective, independent, educational, charitable consumer protection organization or that as such, ACAMA has endorsed or approved Screen Test or its screen test procedure.

For purposes of this Order, the word consumer includes the person who is the subject of the screen test and/or agency introduction program and the person who is responsible for making the purchase decision.

II. ASSET FREEZE

IT IS FURTHER ORDERED that the Northeast Defendants, their agents, employees, officers, independent contractors, attorneys, successors and all other persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and persons or entities under the Northeast Defendants' control or under common control with them, are hereby restrained and enjoined, until further order of this Court, from:

Transferring, encumbering, concealing, selling, incurring charges or cash advances on any credit card, or otherwise disposing of any funds, property, or assets of any kind, wherever located, that are:

1. owned or controlled in whole or in part by any Northeast Defendant;

2. in the actual or constructive possession of any Northeast Defendant;

3. held by an agent of any Northeast Defendant as a retainer for the agent's provision of services to any Northeast Defendant; or

4. owned by, controlled by or in the actual or constructive possession of, or otherwise held for the benefit of, any entity directly or indirectly owned, managed or controlled by any Northeast Defendant; these assets shall also include but are not limited to any assets held by, for or under the name of any Northeast Defendant at any bank or other financial institution of any kind; and

Transferring any funds or other assets subject to this Order for attorney's fees, living expenses, business expenses or any other purpose, except by Court order upon a showing of good cause.

III. FINANCIAL REPORTING

IT IS FURTHER ORDERED that, within five (5) days of receiving service of this Order, each defendant shall prepare and deliver to the Court, counsel for the Commission, and the receiver a completed financial statement on the forms attached to this Order, verified under oath and accurate as of the date of service of this Order upon them, for each such defendant individually and for each corporation of which such defendant is an officer.

IV. FINANCIAL INSTITUTIONS

IT IS FURTHER ORDERED that any financial or brokerage institution, business entity or person having possession, custody or control of any records of any Northeast Defendant, or of any account, safe deposit box or other asset titled in the name of any Northeast Defendant, either individually or jointly or held for the benefit of any Northeast Defendant, or that has maintained any such account, safe deposit box or other asset at any time since January 1, 1996, shall:

1. Hold and retain within its control and prohibit the transfer, encumbrance, pledge, assignment, removal, withdrawal, dissipation, sale or other disposal of any such account or other asset, except for transfers or withdrawals directed by the receiver or by further Court order.
2. Deny access to any safe deposit box titled individually or jointly in the name of any Northeast Defendant or otherwise subject to access by any Northeast Defendant.
3. Provide to counsel for the FTC and the receiver, within three (3) business days of notice of this Order, a sworn statement setting forth:

1. the identification of each account or asset;
2. the balance of each account or a description of the nature and value of each asset as of the close of business on the day this Order is served and, if the account or asset has been closed or moved, the balance or value removed and the person or entity to whom it was remitted;
3. the identification of any safe deposit box subject to access by any Northeast Defendant.

1. Allow Commission representatives immediate access to inspect and copy all records of any Northeast Defendant and all documents relating to any account, safe deposit box or other asset of any Northeast Defendant. Alternatively, any financial institution, other entity or person may arrange to deliver to the Commission copies of any records it seeks for a charge not to exceed fifteen cents (15¢) per page copied.
2. Cooperate with all reasonable requests by the receiver relating to implementation of this Order, including transferring funds at the receiver's direction and producing records related to the Receivership Defendants' accounts.

V. FOREIGN ASSETS

IT IS FURTHER ORDERED that within three (3) business days following service of this Order, the Northeast Defendants and their successors, assigns, officers, agents, servants, employees, and those persons in active concert or participation with them 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:

1. Take such steps as are necessary to repatriate to the territory of the United States of America all assets held by or for the benefit of any Northeast Defendant, or under their direct or indirect control, jointly or singly, which were transferred outside of the territory of the United States.
2. Thereafter hold and retain any such assets within their control and otherwise prevent any transfer, disposition, or dissipation whatsoever of any such assets or funds.

VI. IMMEDIATE ACCESS TO NORTHEAST DEFENDANTS' RECORDS

IT IS FURTHER ORDERED that the Northeast Defendants and their successors, assigns, officers, agents, servants, employees, and those persons in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, and the receiver, shall allow the Commission's representatives immediate access to the business premises, mail drops, storage facilities and all other business locations used by the Northeast Defendants to operate franchise locations in New Jersey, New York, Connecticut and Pennsylvania for five (5) business days, during reasonable hours as the receiver shall deem appropriate. The purpose of the access shall be to inspect and copy materials relevant to this action. The Commission and receiver may be accompanied by other law enforcement agents for the purpose of securing the premises. The Commission may exclude Northeast Defendants and their officers, directors, employees, and agents from the premises during this time. The Commission may, through photographs and drivers' licenses, identify and obtain information from individuals at the premises. The Commission may remove materials from the business premises so they may be inspected, inventoried and copied. The Commission shall return materials so removed within five (5) business days of completing said copying. In no event shall the Commission retain the materials longer than ten (10) business days.

IT IS FURTHER ORDERED that the United States Marshal shall accompany the Commission's representatives, agents and assistants onto Northeast Defendants' business premises to assure compliance with the terms of this Order.

VII. OTHER EXPEDITED DISCOVERY

IT IS FURTHER ORDERED, pursuant to Fed. R. Civ. P. 26(d) and 30(a), that the Commission is granted leave to conduct discovery at any time after service of this Order. The Commission may depose witnesses upon two (2) days' notice. Pursuant to Fed. R. Civ. P. 33, 34 and 36, the Commission may require defendants to respond to interrogatories, requests for production of documents or requests for admissions within five (5) days after service of the interrogatories or requests.

VIII. RECORD KEEPING

IT IS FURTHER ORDERED that defendants, their successors, assigns, officers, agents, servants, employees and those persons in active concert or participation with them 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 temporarily restrained and enjoined from:

A. failing to create and maintain books, records, accounts and data which in reasonable detail, accurately, fairly and completely reflect their incomes, disbursements, transactions and use of monies.

B. destroying, erasing, mutilating, concealing, altering, transferring or otherwise disposing of in any manner, directly or indirectly, any contracts, accounting data, correspondence, advertisements, computer tapes, discs or other computerized records, books, written or printed records, handwritten notes, telephone logs, telephone scripts, receipt books, ledgers, personal and business canceled checks and check registers, bank statements, appointment books, copies of federal, state or local business or personal income or property tax returns and other documents or records of any kind which relate to defendants' business practices or business or personal finances from January 1, 1992, forward.

IX. NOTICE

IT IS FURTHER ORDERED that defendants shall immediately provide a copy of this Order to each of the corporate defendants' affiliates, franchises, subsidiaries, divisions, successors, assigns, directors, officers, managing agents, employees, representatives and independent contractors and shall, within three (3) business days from the date of service of this Order, serve on plaintiff affidavits identifying the names, titles, addresses and telephone numbers of the persons and entities whom they have served pursuant to this provision. The receiver has no obligation under this provision.

IT IS FURTHER ORDERED that Defendants Fred Vanore, Alice B. McManus, Richard J. Ims, Jr., and John T. Yannielli shall notify the Commission at least seven (7) days prior to any discontinuance of their present businesses or employment and of their affiliation with any new or previously inactive business or employment. Each notice shall include said defendant's new business address and a statement of the nature of the new business or employment and of his or her duties and responsibilities in connection with that business or employment.

X. APPOINTMENT OF RECEIVER

IT IS FURTHER ORDERED that ___________________________________________ is appointed as temporary receiver, with the full power of an equity receiver, for the Receivership Defendants; and all the funds, properties, premises, accounts and other assets directly or indirectly owned, beneficially or otherwise by them. The receiver is directed, and has the authority, to:

1. assume full control of the Receivership Defendants by removing Defendants Fred Vanore, Alice B. McManus, Richard J. Ims, Jr., and John T. Yannielli, and any other officer, independent contractor, employee or agent from control or management of the affairs of the Receivership Defendants or from taking any action on or behalf of the Receivership Defendants while the receivership is in effect;
2. take custody, control and possession of all the funds, property, premises, mail and other assets of the Receivership Defendants or that are in their possession or under their control;
3. sue for, collect, receive and take into possession all goods, chattels, rights, credits, monies, effects, lands, leases, books and records, work papers and records of accounts, including computer-maintained information and other papers and documents of the Receivership Defendants;
4. preserve, hold and manage the Receivership Defendants' assets, and perform all acts necessary to preserve the value of those assets;
5. prevent withdrawal or misapplication of funds entrusted to the Receivership Defendants and obtain an accounting thereof;
6. manage and administer the Receivership Defendants' businesses, at the receiver's discretion and until further order of this Court, by performing all acts necessary or incidental thereto; this includes the hiring of personnel -- including, but not limited to, attorneys and accountants -- and dismissing personnel or suspending operations;
7. disburse funds that the receiver deems necessary and advisable to preserve the property of the Receivership Defendants or carry out the receiver's mandate under this Order;
8. collect any monies owed the Receivership Defendants;
9. institute, defend, compromise, adjust, intervene in, become a party to or otherwise dispose of any or all actions or proceedings in local, state, federal or foreign courts that the receiver deems necessary and advisable to preserve the property of the Receivership Defendants or carry out the receiver's mandate under this Order.

IT IS FURTHER ORDERED that the temporary receiver shall be compensated for services rendered to the receivership estate during the pendency of the case. Prior to paying any compensation, the receiver shall file and serve upon all parties a request with the Court, outlining the services rendered and the related fees and expenses. The Defendants shall have no right to object to such request. The Commission shall file any papers responsive to the request within ten (10) days. The receiver shall not pay any compensation except upon order of the Court.

XI. BANKRUPTCY

IT IS FURTHER ORDERED, in light of the appointment of the receiver, that the Receivership Defendants are hereby prohibited from filing a petition for relief under the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., without prior permission from this Court.

XII. OTHER ACTIONS STAYED

IT IS FURTHER ORDERED that, except by leave of this Court, during the pendency of the receivership ordered herein, defendants and all customers, principals, investors, creditors, stockholders, lessors and other persons seeking to establish or enforce any claim, right or interest against or on behalf of the Receivership Defendants or any of their subsidiaries or affiliates (excluding plaintiff), and all others acting for or on behalf of such persons, including attorneys, trustees, agents, sheriffs, constables, marshals and other officers and their deputies, and their respective attorneys, servants, agents and employees, are hereby stayed from:

1. commencing, prosecuting, continuing or enforcing any suit or proceeding against the Receivership Defendants, except that such actions may be filed to toll any applicable statute of limitations;
2. commencing, prosecuting, continuing or entering any suit or proceeding in the name or on behalf of the Receivership Defendants, their subsidiaries or affiliates;
3. accelerating the due date of any claimed obligation, enforcing any lien upon, taking or attempting to take or retain possession of any property of the Receivership Defendants or any property claimed by the Receivership Defendants, or attempting to foreclose, forfeit, alter or terminate any of the Receivership Defendants' interests in property, whether such acts are part of a judicial proceeding or otherwise;
4. using self-help or executing or issuing, or causing the execution or issuance of, any court attachment, subpoena, replevin, execution or other process for the purpose of impounding or taking possession of, or interfering with, or creating or enforcing a lien upon any property, wheresoever located, owned by or in the possession of the Receivership Defendants, or the receiver or any agent appointed by the receiver; and
5. taking any action or doing anything whatsoever to interfere with the receiver taking control, possession or management of the property subject to this receivership, or to harass or interfere with the receiver in any way, or to interfere in any manner with the exclusive jurisdiction of this Court over the property and assets of the Receivership Defendants.

IT IS FURTHER ORDERED that all defendants shall fully cooperate with and assist the receiver, and are hereby restrained and enjoined from directly or indirectly hindering or obstructing the receiver in any manner.

XIII. TRANSFER OF CONTROL TO RECEIVER

IT IS FURTHER ORDERED that, immediately upon service of this Order upon them, Receivership Defendants shall transfer to the receiver their control of the following:

A. all of the Receivership Defendants' funds, assets, property owned beneficially or otherwise, and all other assets, wherever situated;

B. all of the Receivership Defendants' books and records of accounts, financial and accounting records, balance sheets, income statements, bank records (including monthly statements, canceled checks, records of wire transfers and check registers), consumer lists, title documents and other papers;

C. all funds and other assets belonging to members of the public that are now held by the Receivership Defendants.

XIV. RECEIVER'S BOND

IT IS FURTHER ORDERED that the receiver shall file with the Clerk of this Court a bond in the sum of $ __________________ with sureties to be approved by the Court, and conditioned that the receiver will well and truly perform the duties of the office and abide by and perform all acts the Court directs.

XV. CREDIT REPORTS

IT IS FURTHER ORDERED, pursuant to Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681b, that any credit reporting agency may furnish the Commission with a credit report concerning any defendant.

XVI. MONITORING

IT IS FURTHER ORDERED that agents or representatives of the Commission may contact the Northeast Defendants or their agents or representatives directly and anonymously for the purpose of monitoring compliance with Provision I of this Order, and may tape-record any oral communications that occur in the course of such contacts.

XVII. EXPIRATION

IT IS FURTHER ORDERED that this Order shall expire ten (10) days after entry unless, within such time, for good cause shown, it is extended for a like period, or unless defendants consent that it may be extended for a longer period and the reasons therefor entered of record.

XVIII. CORRESPONDENCE

For the purposes of this Order, all correspondence and service of pleadings on plaintiff shall be addressed to

Virginia A. Davidson, Esq.
Federal Trade Commission -- Cleveland Regional Office
Eaton Center, Suite 200 -- 1111 Superior Avenue
Cleveland, Ohio 44114-2507
Telephone (216) 263­3404 Fax (216) 263­3426

XIX. PRELIMINARY INJUNCTION HEARING

IT IS FURTHER ORDERED that defendants shall prepare and deliver to the Court and to the Commission, not later than 4:30 p.m. of the third (3rd) business day prior to the preliminary injunction, any opposition to issuance of a preliminary injunction, including any declarations, exhibits, memoranda or other evidence on which they intend to rely.

IT IS FURTHER ORDERED that, if any party to this action intends to present the testimony of any witness at the preliminary injunction hearing in this matter, that party shall, at least forty-eight (48) hours prior to the scheduled date and time of hearing, file with this Court and serve on all other parties, a witness list which shall include the name, address and telephone number of any such witness, and either a summary of the witness' expected testimony or the witness' affidavit revealing the substance of such witness' expected testimony.

IT IS FURTHER ORDERED that defendants shall appear before this Court in Room ______ of the United States Courthouse, 50 Walnut Street, Newark, New Jersey 07101-0419, on the __________ day of _________________, 1999, at o'clock a.m./p.m., to show cause, if any there be, why this Court should not enter a preliminary injunction, pending final ruling on the Complaint, against said defendants enjoining them from further violations of Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), and the Commission's Trade Regulation Rule Concerning Cooling-off Period for Sales Made at Home or at Certain Other Locations, 16 C.F.R. Part 429 and imposing such additional relief as may be appropriate.

XX. JURISDICTION

IT IS FURTHER ORDERED that this Court retains jurisdiction of this matter for all purposes.

SO ORDERED, this __________ day of ____________________, 1999, at ____________.
United States District Judge