1st Financial Solutions, Inc.

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

FEDERAL TRADE COMMISSION and
PEOPLE OF THE STATE OF ILLINOIS,
Plaintiffs,

1^st FINANCIAL SOLUTIONS, INC., an Illinois corporation;
AMERICAN BENEFITS CLUB, INC., an Illinois corporation;
ROCKWELL HOLDINGS, INC., an Illinois corporation; and
JOHN F. BOONE, individually and as an officer of Rockwell Holdings, Inc.
Defendants.

Civ. No.

TEMPORARY RESTRAINING ORDER
WITH ASSET FREEZE AND TEMPORARY RECEIVER,
ORDER FOR EXPEDITED DISCOVERY, AND
|ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE

Plaintiffs, the Federal Trade Commission ("FTC" or "the Commission") and the State of Illinois, by and through James E. Ryan, Attorney General of Illinois ("State of Illinois"), having filed their complaint for a permanent injunction and other relief in this matter pursuant to Sections 13(b) and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §§ 53(b) and 57b, the Telemarketing and Consumer Fraud and Abuse Prevention Act ("Telemarketing Act"), 15 U.S.C. §§ 6101, et seq., the FTC's Trade Regulation Rule entitled "Telemarketing Sales Rule" ("Telemarketing Rule"), 16 C.F.R. Part 310, the Illinois Consumer Fraud and Deceptive Business Practices Act ("Consumer Fraud Act"), 815 ILCS 505/1, et seq., and the Credit Services Organizations Act, 815 ILCS 605/1, et seq., and having moved ex parte for a Temporary Restraining Order pursuant to Rule 65 of the Federal Rules of Civil Procedure, Fed. R. Civ. P. 65, and the Court having considered the complaint, declarations, exhibits, and memorandum of law filed in support thereof, and now being advised in the premises, finds that:

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

2. Venue lies properly with this Court;

3. There is good cause to believe that Defendants 1^st Financial Solutions, Inc., American Benefits Club, Inc., Rockwell Holdings, Inc., and John F. Boone 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), the Telemarketing Act, 15 U.S.C. §§ 6101, et seq., the Telemarketing Rule, 16 C.F.R. Part 310, the Illinois Consumer Fraud Act, 815 ILCS 505/1, et seq., and the Illinois Credit Services Organizations Act, 815 ILCS 605/1, et seq., and that Plaintiffs are therefore likely to prevail on the merits of this action;

4. There is good cause to believe that immediate and irreparable damage to the Court's ability to grant effective final relief for consumers in the form of monetary redress will occur from the sale, transfer, or other disposition or concealment by Defendants of their assets or corporate records unless Defendants are immediately restrained and enjoined by Order of this Court. There is thus good cause for relieving Plaintiffs of the duty to provide Defendants with prior notice of Plaintiffs' motion;

5. Weighing the equities and considering Plaintiffs' likelihood of ultimate success, a temporary restraining order with asset freeze and other equitable relief is in the public interest; and

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

DEFINITIONS

For purposes of this temporary restraining order, the following definitions shall apply:

1. "Plaintiffs" means the Federal Trade Commission and the State of Illinois, by and through James E. Ryan, Attorney General of Illinois, or either of them;

2. "Defendants" means 1^st Financial Solutions, Inc., American Benefits Club, Inc., Rockwell Holdings, Inc., and John F. Boone;

3. "Receivership Defendants" means 1^st Financial Solutions, Inc., American Benefits Club, Inc., Rockwell Holdings, Inc., and any affiliates, subsidiaries, divisions, sales entities, successors, or assigns.

4. "Receiver" means the temporary receiver appointed by the Court herein;

5. "Assets" means all real and personal property of any Defendant, or held for the benefit of any Defendant, including but not limited to "goods," "instruments," "equipment," "fixtures," "general intangibles," "inventory," "checks," or "notes," (as these terms are defined in the Uniform Commercial Code), lines of credit, and all cash, wherever located.

6. "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 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.

7. "Material" means likely to affect a person's choice of, or conduct regarding, goods or services.

8. "Person" means any individual, group, unincorporated association, limited or general partnership, corporation, or other business entity.

9. "Telemarketing" means a plan, program, or campaign which is conducted to induce the purchase of goods or services by use of one or more telephones and which involves more than one interstate telephone call. See 16 C.F.R. § 310.2(u).

I. CEASE AND DESIST

IT IS THEREFORE ORDERED that Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, all other 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 trust, corporation, subsidiary, division, or other device, or any of them, in connection with the telemarketing of credit cards, benefits packages, or any other product or service, are hereby temporarily restrained and enjoined from:

A. Misrepresenting, either orally or in writing, directly or by implication, any material fact, including, but not limited to, misrepresentations that Defendants will provide consumers with, or arrange for consumers to receive, a major credit card, such as a Visa or MasterCard;

B. Violating the Telemarketing Rule, 16 C.F.R. Part 310, et seq., including, but not limited to:

1. Violating Section 310.3(a)(2) of the Telemarketing Rule, 16 C.F.R. § 310.3(a)(2), by misrepresenting, directly or by implication, any material aspect of the performance, efficacy, nature, or central characteristics of goods or services that are the subject of a sales offer. 16 C.F.R. 310.3(a)(2)(iii);

2. Violating Section 310.3(a)(4) of the Telemarketing Rule, 16 C.F.R. § 310.4(a)(4), by making false or misleading statements to induce a person to pay for goods or services;

3. Violating Section 310.4(a)(4) of the Telemarketing Rule, 16 C.F.R. § 310.4(a)(4), by requesting or receiving payment of any fee or consideration in advance of obtaining or arranging an extension of credit when they have guaranteed or represented a high likelihood of success in obtaining or arranging an extension of credit; and

4. Violating Section 310.4(b)(1)(ii) of the Telemarketing Rule, 16 C.F.R. § 310.4(b)(1)(ii), by initiating outbound telephone calls to persons who have stated that they do not wish to receive an outbound telephone call made by or on behalf of Defendants.

C. Violating Section 2 of the Illinois Consumer Fraud Act by engaging in the following acts or practices:

1. Failing to disclose all fees and costs associated with obtaining the credit card being offered by Defendants;

2. Representing, directly or by implication, that consumers will receive a major credit card with a $2500 credit limit, when in fact consumers receive a "pay as you go" card;

3. Representing, directly or by implication, that consumers will receive a major credit card and then failing to provide such cards;

4. Representing, directly or by implication, that consumers will receive a refund of their money, and then failing to provide such refunds;

5. Representing, directly or by implication, that there is no annual fee to have the credit card;

6. Debiting consumers' bank accounts and then failing to provide the goods and/or services contracted for; and

7. Debiting consumers' bank accounts in amounts greater than consumers authorized;

D. Violating the Illinois Credit Services Organizations Act by engaging in the following acts or practices:

1. Charging an advance fee or other valuable consideration without having the requisite $100,000 surety bond as required by the Act;

2. Failing to post a copy of the $100,000 surety bond with the Illinois Secretary of State, Index Division;

3. Failing to provide consumers with a contract which meets all of the requirements of Section 7 of the Credit Services Organizations Act;

4. Failing to provide consumers with a disclosure statement before the execution of a contract which meets the requirements of Section 6 of the Credit Services Organizations Act;

5. Failing to register as a "credit services organization" with the Illinois Secretary of State, Index Division, as required by Section 9 of the Credit Services Organizations Act; and

6. Misrepresenting, directly or by implication, the amount or type of credit that a consumer can receive as a result of the performance of Defendants' services, or the amount of credit improvement that a consumer can expect to receive as a result of Defendants' services, in violation of Section 5(4) of the Credit Services Organizations Act;

E. Engaging in any business which constitutes a "credit services organization," as defined in Section 3(d) of the Credit Services Organizations Act, in or from the State of Illinois; and

F. Engaging in the business of assisting consumers in obtaining loans or extensions of credit in or from the State of Illinois.

II. MAINTAIN RECORDS

IT IS FURTHER ORDERED that Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, all other 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 trust, corporation, subsidiary, division, or other device, or any of them, are hereby temporarily restrained and enjoined from:

A. Failing to make and keep books, records, accounts, bank statements, current accountants' reports, general ledgers, general journals, cash receipt ledgers and source documents, 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; and

B. Destroying, erasing, mutilating, concealing, altering, transferring, or otherwise disposing of, in any manner, directly or indirectly, any books, records, tapes, discs, accounting data, checks (fronts and backs), correspondence, forms, advertisements, brochures, manuals, electronically stored data, banking records, customer lists, customer files, invoices, telephone records, ledgers, payroll records, or other documents of any kind, including information stored in computer-maintained form (such as electronic mail), in their possession, custody or control.

III. ASSET FREEZE

IT IS FURTHER ORDERED that:

A. Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, all other 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 trust, corporation, subsidiary, division, or other device, or any of them, are hereby temporarily restrained and enjoined from:

1. Except as otherwise provided herein, transferring, converting, encumbering, selling, concealing, dissipating, disbursing, assigning, spending, withdrawing, or otherwise disposing of any funds, property, artwork, coins, precious metals, jewelry, contracts, shares of stock, or other assets, wherever located, that are: (1) owned or controlled by Defendants, in whole or in part; or (2) in the actual or constructive possession of Defendants; or (3) owned, controlled by, or in the actual or constructive possession of Defendants, or other entity directly or indirectly owned, managed, or controlled by, or under common control with, Defendants, including, but not limited to, any assets held by or for Defendants in any account at any bank or savings and loan institution, or with any broker-dealer, escrow agent, title company, commodity trading company, precious metal dealer, or other financial institution of any kind, including, but not limited to, assets held at:

American Chartered Bank
Schaumburg, Illinois 60173;

Global eTelecom, Inc.
35008 Emerald Coast Parkway, 4th floor
Destin, FL 32451;

United Capturdyne
1001 NW 62^nd Street, #407
Fort Lauderdale, FL 33309-1951;

Liberty International
address unknown; and

First Premier Bank
601 South Minnesota Avenue
Sioux Falls, S.D. 57104; and

2. Opening or causing to be opened any safe deposit boxes or storage facilities titled in the name of any of Defendants, or subject to access by any of Defendants or under their control, without providing Plaintiffs and the Receiver appointed herein prior notice and an opportunity to inspect the contents in order to determine that they contain no assets covered by this Section;

B. Notwithstanding the asset freeze provisions of Sections III.A.1.-2. above, Defendant John F. Boone, upon compliance with Section V below, may pay from his individual personal funds reasonable, usual, ordinary, and necessary living expenses subject to prior written agreement with Plaintiffs;

C. The assets of Defendants 1^st Financial Solutions, Inc., American Benefits Club, Inc., and Rockwell Holdings, Inc., frozen pursuant to Sections III.A.1.-2. above, are deemed to be property of the receivership, subject to administration by the Receiver, as described in Sections VI-XI; and

D. The assets affected by this Section shall include both existing assets and assets acquired after the effective date of this Order.

IV. DUTIES OF THIRD PARTIES HOLDING DEFENDANTS' ASSETS

IT IS FURTHER ORDERED that, pending determination of Plaintiffs' request for a preliminary injunction, each of the entities named in Section III.A. , above, and any financial or brokerage institution, escrow agent, title company, storage facility, commodity trading company, business entity or person maintaining or having custody or control of any account or other asset of 1^st Financial Solutions, Inc., American Benefits Club, Inc., Rockwell Holdings, Inc., or John F. Boone, or any corporation, partnership, or other entity directly or indirectly owned, managed, or controlled by, or under common control with, 1^st Financial Solutions, Inc., American Benefits Club, Inc., Rockwell Holdings, Inc., or John F. Boone, or that at any time since January 1, 1999, has maintained or had custody of any such account or other asset, and which is served with a copy of this Order, or otherwise has actual knowledge of this Order, shall:

A. Hold and retain within its control and prohibit the withdrawal, removal, assignment, transfer, pledge, hypothecation, encumbrance, disbursement, dissipation, conversion, sale, or other disposal of any of the assets, funds, or other property held by, or under its control, on behalf of any Defendant in any account maintained in the name of or for the benefit of any Defendant, in whole or in part, except in accordance with any further order of the Court;

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

1. titled in the name, individually or jointly, of any Defendant; or

2. otherwise subject to access by any Defendant;

C. Within five (5) business days of the date of service of this Order, provide to counsel for Plaintiffs and to the Receiver a certified statement setting forth:

1. The identification of each account or asset titled in the name, individually or jointly, of any Defendant, or held on behalf of, or for the benefit of, any 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, and, if the account or other asset has been closed or removed, the date closed or removed, the total funds removed in order to close the account, and the name of the person or entity to whom such account or other asset was remitted; and

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

D. Allow Plaintiffs, and their employees, representatives, agents, and assistants, immediate access to inspect and copy any records or other documentation pertaining to such account or asset, including, but not limited to, originals or copies of account applications, account statements, signature cards, checks, drafts, deposit tickets, transfers to and from the accounts, all other debit and credit instruments or slips, currency transaction reports, 1099 forms, and safe deposit box logs; and

E. Cooperate with all reasonable requests of the Receiver relating to implementation of this Order, including transferring funds at the Receiver's direction and producing records related to the Defendants' accounts.

The assets and funds affected by this Section shall include both existing assets and assets acquired after the effective date of this Order.

V. COMPLETE AND FILE FINANCIAL STATEMENT

IT IS FURTHER ORDERED that each Defendant shall serve upon counsel for Plaintiffs, within seventy-two (72) hours after entry of this Order, a completed financial statement on the forms served with this Order. A financial statement shall be completed for each Defendant and for each business entity under which the Defendant conducts business, or of which the Defendant is an officer, and of each trust for which the Defendant is a trustee. The financial statements shall be accurate as of the date of the entry of this Order and shall be verified under oath.

VI. TEMPORARY RECEIVER

IT IS FURTHER ORDERED that _______________________________ is appointed Temporary Receiver for the business activities of Receivership Defendants 1^st Financial Solutions, Inc., American Benefits Club, Inc., and Rockwell Holdings, Inc., and any affiliates, subsidiaries, divisions, sales entities, successors, or assigns, with the full power of an equity receiver. The Receiver shall be solely the agent of this Court in acting as Receiver under this Order. The Receiver shall be accountable directly to this Court. The Receiver shall comply with any Local Rules of this Court governing receivers, including Local Rule 66.1.

VII. DUTIES OF TEMPORARY RECEIVER

IT IS FURTHER ORDERED that the Receiver is directed and authorized to accomplish the following:

A. Assume full control of the Receivership Defendants by removing, as the Receiver deems necessary or advisable, any director, officer, independent contractor, employee, or agent of any of the Receivership Defendants, including any named Defendant, from control of, management of, or participation in, the affairs of the Receivership Defendants;

B. Take exclusive custody, control and possession of all assets and documents of, or in the possession, custody, or under the control of, the Receivership Defendants, wherever situated. The Receiver shall have full power to divert mail and to sue for, collect, receive, take in possession, hold, and manage all assets and documents of the Receivership Defendants and other persons or entities whose interests are now held by or under the direction, possession, custody, or control of the Receivership Defendants. Provided, however, that the Receiver shall not attempt to collect or receive any amount from a consumer if the Receiver believes the consumer was a victim of the deceptive acts or practices alleged in the complaint in this matter;

C. Take all steps necessary to secure the business premises of the Receivership Defendants, including, but not limited to, premises located at 1014 Cedar, Park Ridge, Illinois 60068-1136, and 1002 E. Algonquin Road, #102, Schaumburg, Illinois 60173. Such steps may include, but are not limited to, the following, as the Receiver deems necessary or advisable:

1. serving and filing this Order;

2. completing a written inventory of all Receivership assets;

3. obtaining pertinent information from all employees and other agents of the Receivership Defendants, including, but not limited to, the name, home address, social security number, job description, method of compensation, and all accrued and unpaid commissions and compensation of each such employee or agent;

4. video taping all portions of the location;

5. securing the location by changing the locks and disconnecting any computer modems or other means of access to the computer or other records maintained at that location; and

6. requiring any persons present on the premises at the time this Order is served to leave the premises, to provide the Receiver with proof of identification, or to demonstrate to the satisfaction of the Receiver that such persons are not removing from the premises documents or assets of the Receivership Defendants;

D. Conserve, hold, and manage all receivership assets, and perform all acts necessary or advisable to preserve the value of those assets, in order to prevent any irreparable loss, damage, or injury to consumers or to creditors of the Receivership Defendants, including, but not limited to, obtaining an accounting of the assets and preventing transfer, withdrawal, or misapplication of assets;

E. Liquidate any and all securities or commodities owned by or for the benefit of the Receivership Defendants that the Receiver deems to be advisable or necessary;

F. Enter into contracts and purchase insurance as the Receiver deems to be advisable or necessary;

G. Prevent the inequitable distribution of assets and determine, adjust, and protect the interests of consumers and creditors who have transacted business with the Receivership Defendants;

H. Manage and administer the business of the Receivership Defendants until further order of this Court by performing all incidental acts that the Receiver deems to be advisable or necessary, which includes retaining, hiring, or dismissing any employees, independent contractors, or agents;

I. Choose, engage, and employ attorneys, accountants, appraisers, and other independent contractors and technical specialists, as the Receiver deems advisable or necessary in the performance of duties and responsibilities under the authority granted by this Order;

J. Make payments and disbursements from the receivership estate that are necessary or advisable for carrying out the directions of, or exercising the authority granted by, this Order. The Receiver shall apply to the Court for prior approval of any payment of any debt or obligation incurred by the Receivership Defendants prior to the date of entry of this Order, except payments that the Receiver deems necessary or advisable to secure assets of the Receivership Defendants, such as rental payments;

K. Determine and implement the manner in which the Receivership Defendants will comply with, and prevent violations of, this Order and all other applicable laws, including, but not limited to, revising sales materials and implementing monitoring procedures;

L. Institute, compromise, adjust, appear in, intervene in, or become party to such actions or proceedings in state, federal, or foreign courts that the Receiver deems necessary and advisable to preserve or recover the assets of the Receivership Defendants, or that the Receiver deems necessary and advisable to carry out the Receiver's mandate under this Order;

M. Defend, compromise, adjust, or otherwise dispose of any or all actions or proceedings instituted in the past or in the future against the Receiver in his role as Receiver, or against the Receivership Defendants, that the Receiver deems necessary and advisable to preserve the assets of the Receivership Defendants or that the Receiver deems necessary and advisable to carry out the Receiver's mandate under this Order;

N. Continue and conduct the business of the Receivership Defendants in such manner, to such extent, and for such duration as the Receiver may in good faith deem to be necessary or appropriate to operate the business profitably and lawfully, if at all; provided, however, that the continuation and conduct of the business shall be conditioned upon the Receiver's good faith determination that the businesses can be lawfully operated at a profit using the assets of the receivership estate;

O. Issue subpoenas to obtain documents and records pertaining to the receivership and conduct discovery in this action on behalf of the receivership estate;

P. Open one or more bank accounts in the Northern District of Illinois as designated depositories for funds of the Receivership Defendants. The Receiver shall deposit all funds of the Receivership Defendants in such a designated account and shall make all payments and disbursements from the receivership estate from such account(s);

Q. Maintain accurate records of all receipts and expenditures that he makes as Receiver; and

R. Cooperate with reasonable requests for information or assistance from any state or federal law enforcement agency.

VIII. COOPERATION WITH TEMPORARY RECEIVER

IT IS FURTHER ORDERED that:

A. Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, all other 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 trust, corporation, subsidiary, division, or other device, or any of them, shall fully cooperate with and assist the Receiver. Defendants' cooperation and assistance shall include, but not be limited to:

1. providing any information to the Receiver that the Receiver deems necessary to exercising the authority and discharging the responsibilities of the Receiver under this Order;

2. providing any password required to access any computer or electronic files in any medium; and

3. advising all persons who owe money to the Receivership Defendants that all debts should be paid directly to the Receiver.

B. Defendants are hereby temporarily restrained and enjoined from directly or indirectly:

1. Transacting any of the business of the Receivership Defendants;

2. Destroying, secreting, defacing, transferring, or otherwise altering or disposing of any documents of the Receivership Defendants, including, but not limited to, books, records, accounts, or any other papers of any kind or nature;

3. Transferring, receiving, altering, selling, encumbering, pledging, assigning, liquidating, or otherwise disposing of any assets owned, controlled, or in the possession or custody of, or in which an interest is held or claimed by, the Receivership Defendants, or the Receiver;

4. Excusing debts owed to the Receivership Defendants;

5. Failing to notify the Receiver of any asset, including accounts, of a Receivership Defendant held in any name other than the name of the Receivership Defendant, or by any person or entity other than the Receivership Defendant, or failing to provide any assistance or information requested by the Receiver in connection with obtaining possession, custody, or control of such assets;

6. Doing any act or refraining from any act whatsoever to interfere with the Receiver's taking custody, control, possession, or managing of the assets or documents subject to this receivership; or to harass or to interfere with the Receiver in any way; or to interfere in any manner with the exclusive jurisdiction of this Court over the assets or documents of the Receivership Defendants; or to refuse to cooperate with the Receiver or the Receiver's duly authorized agents in the exercise of their duties or authority under any Order of this Court; and

7. Filing, or causing to be filed, any petition on behalf of the Receivership Defendants for relief under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., without prior permission from this Court.

IX. DELIVERY OF RECEIVERSHIP PROPERTY

IT IS FURTHER ORDERED that immediately upon service of this Order upon them or upon their otherwise obtaining actual knowledge of this Order, or within a period permitted by the Receiver, Defendants or any other person or entity shall transfer or deliver possession, custody, and control of the following to the Receiver:

A. All assets of the Receivership Defendants;

B. All documents of the Receivership Defendants, including, but not limited to, books and records of accounts, all financial and accounting records, balance sheets, income statements, bank records (including monthly statements, canceled checks, records of wire transfers, and check registers), client lists, title documents and other papers;

C. All assets belonging to members of the public now held by the Receivership Defendants; and

D. All keys and codes necessary to gain or to secure access to any assets or documents of the Receivership Defendants, including, but not limited to, access to their business premises, means of communication, accounts, computer systems, or other property.

In the event any person or entity fails to deliver or transfer any asset or otherwise fails to comply with any provision of this Section, the Receiver may file ex parte an Affidavit of Non-Compliance regarding the failure. Upon filing of the affidavit, the Court may authorize, without additional process or demand, Writs of Possession or Sequestration or other equitable writs requested by the Receiver. The writs shall authorize and direct the United States Marshal or any sheriff or deputy sheriff of any county (pursuant to Fed. R. Civ. P. 4(c)(1)) to seize the asset, document, or other thing and to deliver it to the Receiver.

X. TRANSFER OF FUNDS TO TEMPORARY RECEIVER

IT IS FURTHER ORDERED that upon service of a copy of this Order, all banks, broker-dealers, savings and loans, escrow agents, title companies, commodity trading companies, futures commission merchants, or other financial institutions shall cooperate with all reasonable requests of the Receiver relating to implementation of this Order, including transferring funds at his direction and producing records related to the assets of the Receivership Defendants.

XI. STAY OF ACTIONS

IT IS FURTHER ORDERED that:

A. Except by leave of this Court, during pendency of the receivership ordered herein, Defendants and all other persons and entities be and hereby are stayed from taking any action to establish or enforce any claim, right, or interest for, against, on behalf of, in, or in the name of, the Receivership Defendants, any of their subsidiaries, affiliates, partnerships, assets, documents, or the Receiver or the Receiver's duly authorized agents acting in their capacities as such, including, but not limited to, the following actions:

1. Commencing, prosecuting, continuing, entering, or enforcing any suit or proceeding, except that such actions may be filed to toll any applicable statute of limitations;

2. Accelerating the due date of any obligation or claimed obligation; filing or enforcing any lien; taking or attempting to take possession, custody, or control of any asset; attempting to foreclose, forfeit, alter, or terminate any interest in any asset, whether such acts are part of a judicial proceeding, are acts of self-help, or otherwise;

3. Executing, issuing, serving, or causing the execution, issuance or service of, any legal process, including, but not limited to, attachments, garnishments, subpoenas, writs of replevin, writs of execution, or any other form of process whether specified in this Order or not; or

4. Doing any act or thing whatsoever to interfere with the Receiver taking custody, control, possession, or management of the assets or documents 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 assets or documents of the Receivership Defendants;

B. This Section does not stay:

1. The commencement or continuation of a criminal action or proceeding;

2. The commencement or continuation of an action or proceeding by a governmental unit to enforce such governmental unit's police or regulatory power;

3. The enforcement of a judgment, other than a money judgment, obtained in an action or proceeding by a governmental unit to enforce such governmental unit's police or regulatory power;

4. The commencement of any action by the Secretary of the United States Department of Housing and Urban Development to foreclose a mortgage or deed of trust in any case in which the mortgage or deed of trust held by the Secretary is insured or was formerly insured under the National Housing Act and covers property, or combinations of property, consisting of five or more living units; or

5. The issuance to the receivership defendant of a notice of tax deficiency; and

C. Except as otherwise provided in this Order, all persons and entities in need of documentation from the Receiver shall in all instances first attempt to secure such information by submitting a formal written request to the Receiver, and, if such request has not been responded to within thirty (30) days of receipt by the Receiver, any such person or entity may thereafter seek an Order of this Court with regard to the relief requested.

XII. COMPENSATION FOR TEMPORARY RECEIVER

IT IS FURTHER ORDERED that the Receiver and all personnel hired by the Receiver as herein authorized, including counsel to the Receiver and accountants, are entitled to reasonable compensation for the performance of duties pursuant to this Order, and for the cost of actual out-of-pocket expenses incurred by them, from the assets now held by or in the possession or control of, or which may be received by, the Receivership Defendants. The Receiver shall file with the Court and serve on the parties periodic requests for the payment of such reasonable compensation, with the first such request filed no more than sixty (60) days after the date of this Order. The Receiver shall not increase the hourly rates used as the bases for such fee applications without prior approval of the Court.

XIII. 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, conditioned that the Receiver will well and truly perform the duties of the office and abide by and perform all acts the Court directs.

XIV. ACCESS TO DEFENDANTS' BUSINESS PREMISES

IT IS FURTHER ORDERED that the Receiver shall allow Plaintiffs' representatives, agents, and assistants, as well as the Defendants, reasonable access to the premises of the Receivership Defendants. The purpose of this access shall be to inspect and copy any and all books, records, accounts, and other property owned by or in the possession of the Receivership Defendants. The Receiver shall have the discretion to determine the time, manner, and reasonable conditions of such access.

XV. REPATRIATION OF ASSETS

IT IS FURTHER ORDERED that, within five (5) business days following service of this Order, Defendants shall:

A. Repatriate to the United States all funds, documents, or assets (other than real property) in foreign countries held either: (1) by them; (2) for their benefit; or (3) under their direct or indirect control, jointly or singly; and, the same business day as any such repatriation, (1) notify counsel for Plaintiffs of the name and location of the financial institution or other entity that is the recipient of such funds, documents, or assets; and (2) serve this Order on any such financial institution or other entity;

B. Provide Plaintiffs with a full accounting of all funds, documents and assets (including real property) outside of the territory of the United States 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;

D. Provide Plaintiffs with access to named Defendants' records and documents held by financial institutions outside the territorial United States, by signing the Consent to Release Financial Records attached to this Order as Attachment A; and

E. Refrain from taking any action whatsoever that might reasonably be calculated to cause any funds, documents, or assets outside of the territory of the United States to be placed beyond such Defendant's actual or apparent control.

XVI. EXPEDITED DISCOVERY

IT IS FURTHER ORDERED that, notwithstanding the provisions of Federal Rules of Civil Procedure 26(d) and (f) and 30(a)(2)(C), and pursuant to Federal Rules of Civil Procedure 30(a), 34, and 45, Plaintiffs and the Receiver are granted leave, at any time after service of this Order, to:

A. Take the deposition, on three (3) days' notice, of any person, whether or not a party, for the purpose of discovering the nature, location, status, and extent of assets of the defendants, or of their affiliates or subsidiaries; the nature and location of documents reflecting the business transactions of these defendants, or their affiliates or subsidiaries; and the applicability of any evidentiary privileges to this action. The limitations and conditions set forth in Fed. R. Civ. P. 30(a)(2)(B) and 31(a)(2)(B) regarding subsequent depositions of an individual shall not apply to depositions taken pursuant to this Section. Any such depositions taken pursuant to this Section shall not be counted toward the ten-deposition limit set forth in Fed. R. Civ. P. 30(a)(2)(A) and 31(a)(2)(A). Service of discovery upon a party, taken pursuant to this Section, shall be sufficient if made by facsimile or by overnight delivery; and

B. Demand the production of documents, on five (5) days' notice, from any person, whether or not a party, relating to the nature, status, or extent of Defendants' assets, or of their affiliates or subsidiaries; the location of documents reflecting the business transactions of Defendants, or of their affiliates or subsidiaries; and the applicability of any evidentiary privileges to this action, provided that twenty four (24) hours' notice shall be deemed sufficient for the production of any such documents that are maintained or stored only as electronic data.

XVII. COPIES OF ORDER TO BE SERVED ON OFFICERS, EMPLOYEES, ET AL.

IT IS FURTHER ORDERED that Defendants shall immediately provide a copy of this Order to each of their corporations and corporations' employees, subsidiaries, affiliates, directors, officers, employees, agents, and independent contractors. Within twenty-one (21) calendar days following service of this Order by Plaintiffs, Defendants shall file with this Court and serve on Plaintiffs, an affidavit identifying the names, titles, addresses, and telephone numbers of the persons and entities Defendants have served with a copy of this Order in compliance with this provision.

XVIII. EXPIRATION DATE OF TEMPORARY RESTRAINING ORDER

IT IS FURTHER ORDERED that the Temporary Restraining Order granted herein shall expire on ________________, 2001, unless within such time the Order, for good cause shown, is extended, or unless, as to any Defendant, the Defendant consents that it should be extended for a longer period of time.

XIX. DATE OF NEXT COURT PROCEEDING

IT IS FURTHER ORDERED that each of the Defendants shall appear before this Court on the _______ day of __________________, 2001, at _______________ ___.m. at the United States Courthouse, Courtroom __________, 219 S. Dearborn Street, Chicago, Illinois, to show cause, if any there be, why this Court should not enter a preliminary injunction, pending final ruling on the complaint, against Defendants enjoining them from further violations of Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), the Telemarketing Act, 15 U.S.C. §§ 6101, et seq., the FTC's Trade Regulation Rule entitled "Telemarketing Sales Rule," 16 C.F.R. Part 310, the Illinois Consumer Fraud Act, 815 ILCS 505/1, et seq., and the Illinois Credit Services

Organizations Act, 815 ILCS 605/1, et seq., continuing the freeze of their assets, and imposing such additional relief as may be appropriate.

XX. SERVICE OF ANSWERING AFFIDAVITS, MEMORANDA, AND OTHER EVIDENCE

IT IS FURTHER ORDERED that:

A. Defendants shall serve any answering affidavits, pleadings, and legal memoranda on counsel for Plaintiffs not less than 5:00 p.m. Central Standard Time four business days prior to the hearing on Plaintiffs' request for a preliminary injunction. Defendants shall serve copies of all such materials on Plaintiffs by personal service or facsimile to: (1) John C. Hallerud, Esq., Federal Trade Commission, 55 East Monroe Street, Suite 1860, Chicago, Illinois 60603, facsimile (312) 960-5600; and Janice M. Parker, Esq., Assistant Attorney General, Consumer Fraud Bureau, 100 West Randolph Street, 12^th Floor, Chicago, Illinois 60601, facsimile (312) 814-2593; and

B. Plaintiffs may serve and file a supplemental memorandum based on evidence discovered subsequent to the filing of their complaint by no later that 5:00 p.m., Central Standard Time, four business days prior to the hearing on Plaintiffs' request for a preliminary injunction, and may serve and file a reply to any opposition served by Defendants no later than 5:00 p.m., Central Standard Time, on the day prior to said hearing.

XXI. WITNESS LIST

IT IS FURTHER ORDERED that if any party to this action intends to present the testimony of any witness at the hearing on a preliminary injunction in this matter, that all parties shall, at least seventy-two (72) hours prior to the scheduled date and time of hearing, file with this Court and serve on opposing counsel, by personal service or facsimile, a statement of the name, address, and telephone number of any such witness, and either a summary of the witness' expected testimony, or the witness' sworn declaration revealing the substance of such witness' expected testimony.

XXII. SERVICE OF THIS ORDER

IT IS FURTHER ORDERED that:

A. Copies of this Order may be served by any means, including facsimile transmission, upon any financial institution or other entity or person that may have possession, custody, or control of any documents or assets of Defendants, or any corporation, trust, or other entity owned or controlled by Defendants, or their affiliates or subsidiaries, or that may be subject to any provision of this Order; and

B. For purposes of service on anyone in possession of records, assets, property, or property rights subject to this Order, actual notice of this Order shall be deemed complete upon notification by any means, including, but not limited to, notice from service by facsimile transmission of the first page, Sections III, IV, VII (if receivership records, assets, property, or property rights are involved), IX (if receivership records, assets, property, or property rights are involved), X (if receivership records, assets, property, or property rights are involved), XV (if assets outside of the United States are involved), XVIII, XXII, and the final page of this Order, provided that notice is followed within five business days by delivery of a complete copy of this Order.

XXIII. CONSUMER REPORTING AGENCIES

IT IS FURTHER ORDERED that, pursuant to Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681(b), any consumer reporting agency may furnish a consumer or credit report concerning any Defendant to Plaintiffs.

XXIV. JURISDICTION

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

No security is required of any agency of the United States for the issuance of a restraining order. Fed. R. Civ. P. 65(c). Security in the amount of zero dollars ($0.00) will be required of the State of Illinois for the filing of this restraining order.

Issued at , .m.

United States District Judge

, 2001

ATTACHMENT A

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 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 1^st Financial Solutions, Inc., et al., now pending in the United States District Court for the Northern District of Illinois, 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 the relevant principal.

Dated: , 2001