UNITED STATES DISTRICT COURT
                           DISTRICT OF NEW JERSEY

              FEDERAL TRADE COMMISSION and STATE OF NEW JERSEY

                                Plaintiffs,

                                     v.

   NATIONAL SCHOLASTIC SOCIETY, INC. a New Jersey Corporation; also d/b/a
   University Society Publishers Periodicals, and DAVID C. BEASLEY, JR.,
    individually and as an officer of National Scholastic Society, Inc.,

                                Defendants.

                       Civil Action No. 97-2423 (WHW)

        STIPULATED FINAL JUDGMENT AND ORDER FOR PERMANENT INJUNCTION

   Plaintiffs, the Federal Trade Commission and the State of New Jersey,
   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., and the Telemarketing Sales Rule, 16 C.F.R.
   Part 310, charging defendants National Scholastic Society, Inc.,
   University Society Publishers Periodicals, a d/b/a of National
   Scholastic Society, Inc., and David C. Beasley, Jr. with violations of
   Section 5 of the FTC Act, 15 U.S.C. § 45(a) and the Telemarketing
   Sales Rule, 16 C.F.R. Part 310.

   The Commission, the State of New Jersey, and the defendants, by and
   through counsel, have agreed to the entry of this Stipulated Final
   Order for Permanent Injunction ("Order") by this Court to resolve all
   matters of dispute between and among them in this action. Each of the
   defendants, the Commission and the State of New Jersey have consented
   to the entry of this Order without trial or final adjudication of any
   issue of law or fact herein, and the defendants agree that entry of
   this Order by the Court and its filing by the Clerk will constitute
   notice to them of the terms and conditions of the Order.

   The Commission, the State of New Jersey and the defendants hereby
   request the Court to enter this Order. Being advised in the premises,
   the Court finds:
    1. This Court has jurisdiction over the subject matter of this case
       and of the parties hereto;