9623137
                                                        B221250

                       UNITED STATES OF AMERICA
                       FEDERAL TRADE COMMISSION

COMMISSIONERS:
Robert Pitofsky, Chairman
Mary L. Azcuenaga
Janet D. Steiger
Roscoe B. Starek, III
Christine A. Varney

________________________________________
                                            )
                                            )
     In the Matter of                       )
                                            )      DOCKET NO. C-3753
GUILDWOOD DIRECT LIMITED, also doing    )
     business as INTERMED LABORATORIES, )          DECISION AND
     a corporation.                     )          ORDER
                                            )
________________________________________)


     The Federal Trade Commission having initiated an
investigation of certain acts and practices of the respondent
named in the caption hereof, and the respondent having been
furnished thereafter with a copy of a draft of complaint which
the Bureau of Consumer Protection proposed to present to the
Commission for its consideration and which, if issued by the
Commission, would charge respondent with violation of the Federal
Trade Commission Act; and

     The respondent, its attorneys, and counsel for the
Commission having thereafter executed an agreement containing a
consent order, an admission by the respondent of all the
jurisdictional facts set forth in the complaint, a statement that
the signing of said agreement is for settlement purposes only and
does not constitute an admission by the respondent that the law
has been violated as alleged in such complaint, or that the facts
as alleged in such complaint, other than jurisdictional facts,
are true and waivers and other provisions as required by the
Commission's Rules; and


                                  1

                      UNITED STATES OF AMERICA
                      FEDERAL TRADE COMMISSION




________________________________________
                                             )
                                             )
      In the Matter of                       )    FILE NO. 962-3137
                                             )
GUILDWOOD DIRECT LIMITED, also doing    )
      business as INTERMED LABORATORIES, )        AGREEMENT CONTAINING
      a corporation.                     )        CONSENT ORDER
                                             )
________________________________________)


      The Federal Trade Commission has conducted an investigation
of certain acts and practices of Guildwood Direct Limited, a
corporation, ("proposed respondent").  Proposed respondent,
having been represented by counsel, is willing to enter into an
agreement containing a consent order resolving the allegations
contained in the attached draft complaint.  Therefore,

      IT IS HEREBY AGREED by and between Guildwood Direct Limited,
by its duly authorized officer, and counsel for the Federal Trade
Commission that:

1.    Proposed respondent Guildwood Direct Limited, also doing
business as Intermed Laboratories, is a Delaware corporation with
its principal office or place of business at 1402 Pine Avenue,
MPO Box 2130, Niagara Falls, New York 14302.

2.    Proposed respondent admits all the jurisdictional facts set
forth in the draft complaint.

3.    Proposed respondent waives:

      a.    Any further procedural steps;

      b.    The requirement that the Commission's decision contain
            a statement of findings of fact and conclusions of law;
            and



                            Page 1 of 12

                                                      9623137
                                                      B221250

                     UNITED STATES OF AMERICA
                     FEDERAL TRADE COMMISSION



________________________________________
                                            )
                                            )
      In the Matter of                      )
                                            )    DOCKET NO. C-3753
GUILDWOOD DIRECT LIMITED, also doing    )
      business as INTERMED LABORATORIES, )
      a corporation.                     )
                                            )
________________________________________)


                             COMPLAINT

      The Federal Trade Commission, having reason to believe that
Guildwood Direct Limited ("respondent"), has violated the
provisions of the Federal Trade Commission Act, and it appearing
to the Commission that this proceeding is in the public interest,
alleges:

1.    Respondent Guildwood Direct Limited is a Delaware
corporation with its principal office or place of business at
1402 Pine Avenue, MPO Box 2130, Niagara Falls, New York 14302.

2.    Respondent has advertised, labeled, offered for sale, sold
and distributed to the public Slimming Insoles, shoe insoles
purported to cause weight loss by stimulating certain areas of
the feet.  Slimming Insoles are "devices," within the meaning of
Sections 12 and 15 of the Federal Trade Commission Act.
Advertisements for these products have appeared in the following
publications: The Salt Lake Tribune, The Denver Post, The Modesto
Bee, The New York Post, The St. Louis Post, American Woman,
Crochet World, Soap Opera Update, Women's Own, Low Fat Meals and
Beautiful Brides, and have been distributed as free standing
inserts by News America.


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