DEBRA A. VALENTINE
   General Counsel

   RAYMOND E. MCKOWN, Bar No. 150975
   JENNIFER LARABEE, Bar No. 176244
   Federal Trade Commission
   10877 Wilshire Blvd., Ste. 700
   Los Angeles, CA 90024
   (310) 824-4343 ph.
   (310) 824-4380 fax
   Attorneys for Plaintiff
   FEDERAL TRADE COMMISSION

                        UNITED STATES DISTRICT COURT
                       CENTRAL DISTRICT OF CALIFORNIA
                              WESTERN DIVISION

                    FEDERAL TRADE COMMISSION, Plaintiff,

                                     v.

                  QBI, INC., a California Corporation, and
    JEFFREY ALLEN DONOHUE, individually and as an officer of QBI, Inc.,
                                Defendants.

                                No. _______

        STIPULATED FINAL JUDGMENT AND ORDER FOR PERMANENT INJUNCTION

   Plaintiff Federal Trade Commission ("Commission") has commenced this
   action by concurrently filing its Complaint for a permanent injunction
   and other equitable relief pursuant to Section 13(b) of the Federal
   Trade Commission Act ("FTC Act"), 15 U.S.C. § 53(b), charging
   defendants QBI, Inc. ("QBI") and Jeffrey Allen Donohue ("Donohue"),
   with violations of Section 5 of the FTC Act, as amended, 15 U.S.C.
   § 45, and this Stipulated Final Judgment and Order for Permanent
   Injunction ("Order"). The defendants have waived service of the
   Summons and Complaint. The parties, represented by the attorneys whose
   names appear hereafter, have agreed to the entry of this Order and
   have requested that the Court enter the same to resolve all matters in
   dispute in this action without trial or adjudication of any issue of
   law or fact herein.

   IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

                                  FINDINGS

   1. This Court has jurisdiction of the subject matter of this case and

   DEBRA A. VALENTINE
   General Counsel

   RAYMOND E. MCKOWN, Bar No. 150975
   JENNIFER LARABEE, Bar No. 163989
   Federal Trade Commission
   10877 Wilshire Blvd., Ste. 700
   Los Angeles, California 90024
   (310) 824-4343 ph.
   (310) 824-4380 fax

   Attorneys for Plaintiff
   FEDERAL TRADE COMMISSION

                        UNITED STATES DISTRICT COURT
                       CENTRAL DISTRICT OF CALIFORNIA
                              WESTERN DIVISION

                    FEDERAL TRADE COMMISSION, Plaintiff,

                                     v.

                  QBI, INC., a California Corporation, and
    JEFFREY ALLEN DONOHUE, individually and as an officer of QBI, Inc.,
                                Defendants.

                                No. ________

            COMPLAINT FOR INJUNCTIVE AND OTHER EQUITABLE RELIEF

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

   1. The FTC brings this action under Section 13(b) of the Federal Trade
   Commission Act ("FTC Act"), 15 U.S.C. § 53(b), to secure preliminary
   and permanent injunctive relief, restitution, rescission or
   reformation of contacts, disgorgement, and other equitable relief for
   the defendants' unfair or deceptive acts or practices in violation of
   Section 5(a) of the FTC Act, 15 U.S.C. § 45(a).

                           JURISDICTION AND VENUE

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

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