UNITED STATES DISTRICT COURT
                         DISTRICT OF MASSACHUSETTS

                   FEDERAL TRADE COMMISSION, Plaintiff,

                                    v.

    MICHAEL DEWHURST Individually and Doing Business as EMPIRE DESIGNS,
                                 Defendant.

       COMPLAINT FOR PERMANENT INJUNCTION AND OTHER EQUITABLE RELIEF

                           No. 00-CV-12219 (RCL)

   Plaintiff, the Federal Trade Commission ("FTC" or "the Commission"),
   for its complaint alleges:

   1. The FTC 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 preliminary and permanent injunctive relief, rescission of
   contracts, restitution, disgorgement, and other equitable relief for
   defendant's violations of Section 5(a) of the FTC Act, 15 U.S.C.
   § 45(a), and the FTC's "Mail or Telephone Order Merchandise Rule" (the
   "Rule"), 16 C.F.R. Part 435.

                           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 United States District Court for the Eastern District
   of Massachusetts is proper under 28 U.S.C. § 1391(b), and 15 U.S.C.
   § 53(b).

                                 PLAINTIFF

   4. Plaintiff, FTC, is an independent agency of the United States
   Government created by statute. 15 U.S.C. §§ 41 et seq. The FTC is
   charged, inter alia, with enforcement of Section 5(a) of the FTC Act,
   15 U.S.C. § 45(a), which prohibits unfair or deceptive acts or
   practices in or affecting commerce, as well as enforcement of the Mail
   or Telephone Order Merchandise Rule, 16 C.F.R. Part 435. The FTC is
   authorized to initiate federal district court proceedings to enjoin
   violations of the FTC Act in order to secure such equitable relief as
   may be appropriate in each case, and to obtain consumer redress. 15
   U.S.C. §§  53(b) and 57b.

                                 DEFENDANTS