UNITED STATES DISTRICT COURT
                        SOUTHERN DISTRICT OF FLORIDA

                   FEDERAL TRADE COMMISSION, Plaintiff,

                                    v.

               NATIONAL SCHOLARSHIP FOUNDATION, INC.; D.B.F.
     NATIONAL BUSINESS REPORTING BUREAU, INC., a.k.a. National Business
       Reporting Bureau, D. & B. National Business Reporting Bureau;
                               ELEANOR MORSE;
                               CALVIN MORSE;
                               DOROTHY BEAM;
                              SANDRA K. BROWN;
                           JAMES P. MCKENNA; and
                        TIMOTHY QUINN, Defendants.

                                   -CIV-

                                  Case No.

            COMPLAINT FOR INJUNCTION AND OTHER EQUITABLE RELIEF

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

                          JURISDICTION AND VENUE

   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
   and other equitable relief, including rescission, restitution and
   disgorgement, against defendants for violations of Section 5(a) of the
   FTC Act, 15 U.S.C. § 45(a), which prohibits deceptive acts or
   practices.

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

   3. Venue in this district is proper under 28 U.S.C. § 1391(b) and (c),
   and 15 U.S.C. § 53(b).

                                THE PARTIES

   4. The Commission is an independent agency of the United States
   government created by the FTC Act, 15 U.S.C. §§ 41-58. Section 13(b)
   of the FTC Act authorizes the Commission to initiate, by its own
   attorneys, federal district court proceedings to enjoin violations of

                        UNITED STATES DISTRICT COURT
                        SOUTHERN DISTRICT OF FLORIDA
   FEDERAL TRADE COMMISSION,
   Plaintiff,

   v.

   NATIONAL SCHOLARSHIP
   FOUNDATION, INC.; et al.,
   Defendants.
   Case No. 97-8836-CIV-FERGUSON

   Magistrate Judge Snow

   STIPULATED FINAL ORDER FOR PERMANENT INJUNCTION AND SETTLEMENT OF
   CLAIMS FOR MONETARY RELIEF

   Plaintiff, the Federal Trade Commission ("Commission"), commenced this
   action by filing its complaint against defendants National Scholarship
   Foundation, Inc. ("NSF"), D.B.F. National Business Reporting Bureau,
   Inc. ("NBRB"), Eleanor Morse, Calvin Morse, Dorothy Beam, Sandra K.
   Brown, James P. McKenna, and Timothy Quinn (collectively, the
   "Defendants"). The complaint alleges that Defendants engaged in unfair
   or deceptive acts or practices in violation of Section 5 of the
   Federal Trade Commission Act ("FTC Act"), 15 U.S.C. § 45, and seeks a
   permanent injunction and monetary relief pursuant to Section 13(b) of
   the FTC Act. The Commission and Defendants hereby stipulate to the
   entry of this Final Order for Permanent Injunction and Settlement of
   Claims for Monetary Relief ("Order"). Defendants' stipulation is for
   settlement purposes only and does not constitute an admission of
   facts, other than jurisdictional facts, or of violations of law as
   alleged in the Complaint. Being advised of the premises, the Court
   finds:
    1. This is an action by the Commission instituted under Sections 5
       and 13(b) of the Federal Trade Commission Act, 15 U.S.C. §§ 45 and
       53(b). The complaint seeks both permanent injunctive relief and
       consumer redress for alleged unfair or deceptive acts or practices
       by Defendants in connection with the operation of a scholarship
       service and a business information reporting service.
    2. The Commission has the authority under Section 13(b) of the FTC
       Act to seek the relief it has requested.
    3. This Court has jurisdiction over the subject matter of this case
       and has jurisdiction over Defendants. Venue in the Southern
       District of Florida is proper, and the complaint states a claim
       upon which relief may be granted against the defendants under
       Sections 5 and 13(b) of the FTC Act.
    4. The activities of Defendants are in or affecting commerce, as
       defined in 15 U.S.C. § 44.