ALEJANDRO N. MAYORKAS
   United States Attorney

   CONSUELO S. WOODHEAD
   California Bar No.: 69653
   Assistant U.S. Attorney
   U.S. District Courthouse
   Room 7516, Federal Building
   300 North Los Angeles Street
   Los Angeles, CA 90012
   (213) 894-3987 (office)
   (213) 894-2380 (fax)

   Attorneys for Plaintiff

                        UNITED STATES DISTRICT COURT
                   FOR THE CENTRAL DISTRICT OF CALIFORNIA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

          MAZDA MOTOR OF AMERICA, INC., a corporation, Defendant.

                              Civil Action No.

                               CONSENT DECREE

   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 defendant under Sections 5(l), 9, 13(b) and 16(a) of the
   Federal Trade Commission ("FTC") Act, 15 U.S.C. §§ 45(l), 49, 53(b)
   and 56(a), as amended; Section 108(c) of the Truth in Lending Act,
   15 U.S.C. § 1607(c), as amended; the Consumer Leasing Act, 15 U.S.C.
   §§ 1667-1667f, as amended; and its implementing Regulation M,

   ALEJANDRO N. MAYORKAS
   United States Attorney

   CONSUELO S. WOODHEAD
   Assistant U.S. Attorney
   California Bar No.: 69653
   U.S. District Courthouse
   Room 7516, Federal Building
   300 North Los Angeles Street
   Los Angeles, CA 90012
   (213) 894-3987 (office)
   (213) 894-2380 (fax)

   Attorneys for Plaintiff

                        UNITED STATES DISTRICT COURT
                   FOR THE CENTRAL DISTRICT OF CALIFORNIA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

          MAZDA MOTOR OF AMERICA, INC., a corporation, Defendant.

                              Civil Action No.

         COMPLAINT FOR CIVIL PENALTIES, INJUNCTIVE AND OTHER RELIEF

                                INTRODUCTION

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

   1. Plaintiff brings this action under Sections 5(l), 9, 13(b), and
   16(a) of the FTC Act, 15 U.S.C. §§ 45(l), 49, 53(b), and 56(a), as
   amended, Section 108(c) of the Truth In Lending Act, 15 U.S.C.
   § 1607(c), as amended, the Consumer Leasing Act, 15 U.S.C.
   1667-1667f, as amended, and its implementing Regulation M, 12 C.F.R.
   § 213, as amended, to obtain monetary civil penalties, and injunctive
   and other relief for defendant's violations of a final cease and
   desist order issued by the FTC.

                           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(l), 49,
   53(b), 56(a), and 1607(c).