IN THE UNITED STATES DISTRICT COURT
                     FOR THE MIDDLE DISTRICT OF FLORIDA
                              ORLANDO DIVISION

                          FEDERAL TRADE COMMISSION

                              In the Matter of

           LICENSED PRODUCTS U.S.A., INC., a Wyoming corporation
       EQUIPMENT WHOLESALERS OF AMERICA, INC., a Florida corporation
           SPORTS CENTERS OF AMERICA, INC., a Florida corporation
          AMERICAN MARKETING SYSTEMS, INC., a Florida corporation
        WILLIAM HOOPER, individually and as an officer of Equipment
      Wholesalers of America, Inc., and Licensed Products U.S.A., Inc.
      DALE SAWYER, individually and as an officer of Licensed Products
                               U.S.A., Inc.,
     JOHN WHEATON, individually and as an officer of Sports Centers of
                               America, Inc.,
       DAVID HOWARD, individually and as a former officer of American
                        Marketing Systems, Inc., and
    LARRY HOWARD individually and as an officer or senior manager of one
                    or more of the corporate defendants

       COMPLAINT FOR PERMANENT INJUNCTION AND OTHER EQUITABLE RELIEF
            ____________________________________________________

   Plaintiff, the Federal Trade Commission ("Commission"), for its
   complaint alleges:
    1. The Commission brings this action under Sections 13(b) and 19 of
       the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §§ 53(b)
       and 57b, to secure a permanent injunction, preliminary injunctive
       relief, rescission of contracts, restitution, disgorgement, and
       other equitable relief for defendants' unfair or deceptive acts or
       practices in violation of Section 5(a) of the FTC Act, 15 U.S.C.
       § 45(a), and the Commission's Trade Regulation Rule entitled
       "Disclosure Requirements and Prohibitions Concerning Franchising
       and Business Opportunity Ventures ("the Franchise Rule" or "the
       Rule"), 16 C.F.R. Part 436.

                           JURISDICTION AND VENUE
    2. This Court has jurisdiction over this matter pursuant to 28 U.S.C.
       §§ 1331, 1337(a) and 1345, and 15 U.S.C. §§ 53(b) and 57b.
    3. Venue in the Middle District of Florida is proper under 28 U.S.C.
       §§ 1391(b) and (c), and 15 U.S.C. § 53(b).

                                 PLAINTIFF
    4. The Commission is an independent agency of the United States
       Government created by statute. 15 U.S.C. §§ 41 et seq. The