REASONS FOR SETTLEMENT

   This statement accompanies the Consent Decree executed by defendant
   Franklin W. Bishop, an individual doing business as Minidiscnow.com,
   in settlement of an action brought to recover penalties and other
   equitable relief from the defendant for engaging in acts or practices
   in violation of the Commission's Trade Regulation Rule Concerning Mail
   or Telephone Order Merchandise, 16 C.F.R. Part 435 ("Mail Order
   Rule").

   Pursuant to Section 5(m)(3) of the Federal Trade Commission Act, as
   amended (15 U.S.C. § 45(m)(3)), the Commission hereby sets forth its
   reasons for settlement by entry of a Consent Decree and injunction:

   On the basis of the allegations contained in the attached Complaint,
   the Commission believes that the payment of full consumer redress by
   the defendant, rather than the payment of civil penalties, constitutes
   an appropriate means upon which to base a settlement. The Commission
   notes the defendant's limited resources, and believes that those
   resources are most appropriately used to reimburse each buyer who has
   ordered and paid for, but has not received, shipment of any item of
   merchandise. Full redress should assure compliance with the law by
   defendant and by others who engage in practices covered by the Mail
   Order Rule. Further, defendant is permanently enjoined from engaging
   in acts or practices that are prohibited by the Mail Order Rule. With
   the entry of such Consent Decree the time and expense of litigation
   will be avoided.

   For the foregoing reasons, the Commission believes that the settlement
   by entry of the attached Consent Decree with Franklin W. Bishop is
   justified and well within the public interest.

   ROBERT S. MUELLER, III
   United States Attorney
   Northern District of California

   Assistant United States Attorney
   450 Golden Gate Ave., Box 36055
   San Francisco, CA. 94102
   (415) 436-7200

                    IN THE UNITED STATES DISTRICT COURT
                      NORTHERN DISTRICT OF CALIFORNIA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

    FRANKLIN W. BISHOP, an individual doing business as Minidiscnow.com,
                                 Defendant.

                                  CASE NO.
         COMPLAINT FOR CIVIL PENALTIES, INJUNCTIVE AND OTHER RELIEF

   Plaintiff, the United States of America, acting upon notification and
   authorization to the Attorney General by the Federal Trade Commission
   ("Commission"), for its complaint alleges that:

   1. Plaintiff brings this action under Sections 5(a)(1), 5(m)(1)(A),
   13(b), 16(a) and 19 of the Federal Trade Commission Act ("FTC Act"),
   15 U.S.C. §§ 45(a)(1), 45(m)(1)(A), 53(b), 56(a) and 57b, to obtain
   monetary civil penalties and injunctive and other relief for
   defendant's violations of the Commission's Trade Regulation Rule
   Concerning the Sale of Mail or Telephone Order Merchandise (the "Mail
   Order Rule" or "Rule"), 16 C.F.R. Part 435.

                           JURISDICTION AND VENUE

   2. This Court has jurisdiction over this matter under 28 U.S.C.
   1331, 1337(a), 1345, and 1355 and under 15 U.S.C. §§ 45(m)(1)(A),
   53(b), 56(a) and 57b. This action arises under 15 U.S.C. § 45(a)(1).

   3. Venue in the Northern District of California is proper under 15
   U.S.C. § 53(b) and under 28 U.S.C. §§ 1391(b-c) and 1395(a).

                                 DEFENDANT

   4. Defendant Franklin W. Bishop is sole proprietor and owner of
   Minidiscnow.com, located at 1000 W. Texas Street, Suite H, Fairfield,
   CA 94533. Individually or in concert with others, he has formulated,

   ROBERT S. MUELLER, III
   United States Attorney
   Northern District of California

   Assistant United States Attorney
   450 Golden Gate Ave., Box 36055
   San Francisco, CA. 94102
   (415) 436-7200

                    IN THE UNITED STATES DISTRICT COURT
                      NORTHERN DISTRICT OF CALIFORNIA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

    FRANKLIN W. BISHOP, an individual doing business as Minidiscnow.com,
                                 Defendant.

                                  CASE NO.
          CONSENT DECREE AND ORDER FOR INJUNCTIVE AND OTHER RELIEF

   WHEREAS plaintiff, the United States of America, has commenced this
   action by filing the Complaint herein; defendant has waived service of
   the Summons and Complaint; the parties have been represented by the
   attorneys whose names appear hereafter; and the parties have agreed to
   settlement of this action upon the following terms and conditions,
   without adjudication of any issue of fact or law and without defendant
   admitting liability for any of the matters alleged in the Complaint;

   THEREFORE, on the joint motion of plaintiff and defendant, it is
   hereby ORDERED, ADJUDGED, and DECREED as follows:

   1. This Court has jurisdiction of the subject matter and of the
   parties.

   2. The Complaint states a claim upon which relief may be granted
   against the defendant under Sections 5(a)(1), 5(m)(1)(A), 13(b), 16(a)
   and 19 of the Federal Trade Commission Act, 15 U.S.C. §§ 45(a)(1),
   45(m)(1)(A), 53(b), 56(a) and 57b.

                                 DEFINITION

   For the purposes of this Consent Decree, the term "Mail Order Rule"
   means the Federal Trade Commission's Trade Regulation Rule Concerning
   Mail or Telephone Order Merchandise, 16 C.F.R. Part 435, or as the
   Rule may hereafter be amended.