UNITED STATES DISTRICT COURT
                     FOR THE DISTRICT OF MASSACHUSETTS

                      THE FEDERAL TRADE COMMISSION and
                     THE COMMONWEALTH OF MASSACHUSETTS

                                 Plaintiffs

                                     v.

            PHILLIPS HALL, INC., a corporation doing business as
                     ALLIED CREDIT SERVICES, INC., and
       HOWARD HALL, individually and as an officer of the corporation
                                Defendants.

                            CIVIL NO. 98-10351NG

      STIPULATED FINAL JUDGMENT FOR PERMANENT INJUNCTION AND CONSUMER
                                  REDRESS
                    ___________________________________

   Plaintiffs, the Federal Trade Commission ("the Commission") and the
   Commonwealth of Massachusetts ("the Commonwealth") (collectively,
   "Plaintiffs") have filed their complaint pursuant to Sections 13(b)
   and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C.
   §§ 53(b) and 57b; Sections 410(b) and (c) of the Credit Repair
   Organizations Act, 15 U.S.C. §§ 1679i(b) and (c); and the
   Massachusetts Consumer Protection Act, M.G.L. c.93A, § 2(a), charging
   Defendants Phillips Hall, Inc., doing business as Allied Credit
   Services, Inc., and Howard Hall ("Defendants") in this action with
   violations of Section 5 of the FTC Act, 15 U.S.C. § 45; the Credit
   Repair Organizations Act, 15 U.S.C. § 1679 et seq.; and the
   Massachusetts Consumer Protection Act. M.G.L. c.93A, § 2.

   Plaintiffs and Defendants have agreed to the entry of this Stipulated
   Order for Permanent Injunction and Consumer Redress ("Order") by this
   Court in order to resolve all matters of dispute between them in this
   action.

   NOW, THEREFORE, Plaintiffs and Defendants having requested the Court
   to enter this Order, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as
   follows:

                                  FINDINGS

   1. This Court has jurisdiction over the subject matter of this case
   and over the parties consenting hereto.

                        UNITED STATES DISTRICT COURT
                     FOR THE DISTRICT OF MASSACHUSETTS

                      THE FEDERAL TRADE COMMISSION and
                     THE COMMONWEALTH OF MASSACHUSETTS,

                                Plaintiffs,

                                     v.

     PHILLIPS HALL, INC., a corporation doing business as ALLIED CREDIT
   SERVICES, INC., and HOWARD S. HALL, individually and as an officer of
                              the corporation,

                                Defendants.

                                 CIVIL NO.

                          COMPLAINT FOR INJUNCTION
                         AND OTHER EQUITABLE RELIEF

   Plaintiffs, the Federal Trade Commission and the Commonwealth of
   Massachusetts for itself and as parens patriae on behalf of the
   residents of the Commonwealth of Massachusetts, for their complaint
   allege as follows:

   1. Plaintiff Federal Trade Commission ("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, and Section 410(b) of the
   Credit Repair Organizations Act, 15 U.S.C. § 1679h(b), to obtain
   preliminary and permanent injunctive relief, restitution, rescission,
   disgorgement and other equitable relief for Defendants' deceptive acts
   or practices in connection with the sale and offering for sale of
   credit repair services in violation of Section 5(a) of the FTC Act, 15
   U.S.C. § 45(a), and the Credit Repair Organizations Act , 15 U.S.C.
   1679 et seq.

   2. Plaintiff Commonwealth of Massachusetts brings this action under
   Section 410(c) of the Credit Repair Organizations Act, 15 U.S.C.
   1679h(c), to obtain preliminary and permanent injunctive relief,
   restitution, rescission, disgorgement and other equitable relief for
   Defendants' deceptive acts or practices in connection with the sale
   and offering for sale of credit repair services in violation of the
   Credit Repair Organizations Act, 15 U.S.C. § 1679 et seq., and, as
   part of the same case or controversy, also brings this action pursuant
   to the Massachusetts Consumer Protection Act, M.G.L. c.93A, §§ 2(a)
   and 4, to secure a permanent injunction and other equitable relief,
   including restitution and attorneys' fees, against Defendants'