UNITED STATES DISTRICT COURT
                         MIDDLE DISTRICT OF FLORIDA
                              ORLANDO DIVISION

                         FEDERAL TRADE COMMISSION,
                                 Plaintiff,
                                     v.
                 MEDIMAX, INC., a Delaware Corporation; and
     DAVID M. ROTHBART, individually and as an officer and director of
                               Medimax, Inc.,
                                Defendants.

                        Case No. 99-1485-CIV-ORL-99A

   AMENDED COMPLAINT FOR PERMANENT INJUNCTION AND OTHER EQUITABLE RELIEF

   Plaintiff, the Federal Trade Commission ("FTC" or "Commission" ), by
   its undersigned attorneys, alleges as follows:

   1. This is an action under Section 13(b) of the Federal Trade
   Commission Act ("FTC Act"), 15 U.S.C. § 53(b), to secure injunctive
   relief and other equitable relief against defendants for their
   deceptive acts and practices and false advertising in violation of
   Sections 5(a) and 12 of the FTC Act, 15 U.S.C. §§ 45(a) and 52.

                           JURISDICTION AND VENUE

   2. This Court has subject matter jurisdiction over plaintiff's claim
   pursuant to 15 U.S.C. §§ 45(a), 52, and 53(b), and 28 U.S.C. §§ 1331,
   1337(a) and 1345.

   3. Venue in the United States District Court for the Middle District
   of Florida is proper under 15 U.S.C. § 53(b) and 28 U.S.C. § 1391(b).

                                THE PARTIES

   4. Plaintiff FTC is an independent agency of the United States
   Government created by statute. 15 U.S.C. §§ 41 - 58. The FTC enforces
   Sections 5(a) and 12 of the FTC Act, 15 U.S.C. §§ 45(a) and 52, which
   prohibit, respectively, deceptive acts or practices, and false
   advertisements for food, drugs, devices, services or cosmetics, in or
   affecting commerce. The FTC is authorized under Section 13(b) of the
   FTC Act, 15 U.S.C. § 53(b), to initiate federal district court
   proceedings to enjoin violations of the FTC Act, and to secure such
   equitable relief as may be appropriate in each case.

   5. Defendant Medimax, Inc. ("Medimax") is a Delaware corporation with
   its registered office located at 802 West Street, Wilmington,

                    UNITED STATES DISTRICT COURT FOR THE
                        EASTERN DISTRICT OF VIRGINIA

                    FEDERAL TRADE COMMISSION, Plaintiff

                                     v.

                     MODEL 1, INC., et al., Defendants.

                             Civil No. 99-737 A

                            FINAL CONSENT ORDER

   The Federal Trade Commission ("Commission") commenced this civil
   enforcement action on May 25, 1999 pursuant to Section 13(b) of the
   Federal Trade Commission Act ("FTC Act"), 15 U.S.C. § 53(b), seeking
   both permanent injunctive relief and consumer redress for alleged
   unfair or deceptive acts or practices by defendants in violation of
   Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), in connection with the
   advertising, promotion, offering for sale and sale of talent
   management services for aspiring models or actors. The defendants,
   named in the Complaint for Permanent Injunction and Other Equitable
   Relief ("Complaint"), are Model 1, Inc., Creative Talent Management,
   Inc., Jason Hoffman and Ralph E. Bell. The Commission and defendants
   hereby stipulate to this Final Consent Order.

                                  FINDINGS

   NOW, THEREFORE, on joint motion of the parties, IT IS HEREBY ORDERED,
   ADJUDGED, AND DECREED as follows:

     1. This is an action by the Commission under Section 13(b) of the
     FTC Act, 15 U.S.C. § 53(b). Pursuant to this section, the
     Commission has the authority to seek the requested relief.

     2. This Court has jurisdiction over the subject matter of this
     action and all the parties. Venue in the Eastern District of
     Virginia is proper.

     3. The Complaint states a claim upon which relief may be granted
     against the defendants under Sections 5(a) and 13(b) of the FTC
     Act, 15 U.S.C. §§ 45(a) and 53(b).

     4. The activities of the defendants, as alleged in the Complaint,
     are in or affecting commerce, as defined in Section 4 of the FTC
     Act, 15 U.S.C. § 44.

     5. The defendants, without admitting the allegations set forth in