UNITED STATES DISTRICT COURT
                     FOR THE NORTHERN DISTRICT OF TEXAS
                              DALLAS DIVISION

                         UNITED STATES OF AMERICA,

                                 Plaintiff,

                                    vs.

       QX INTERNATIONAL, INC., a corporation, and ANTHONY F. FRANCIS,
       individually and as an officer of the corporation, Defendants.

                              Civil Action No.

   COMPLAINT FOR CIVIL PENALTIES, CONSUMER REDRESS, PERMANENT INJUNCTION
                         AND OTHER EQUITABLE RELIEF

   Plaintiff, the United States of America, acting upon notification and
   authorization to the Attorney General by the Federal Trade Commission
   ("FTC" or "the Commission"), pursuant to Section 16(a)(1) of the
   Federal Trade Commission Act ("FTC Act"), 15 U.S.C § 56(a)(1), for its
   complaint alleges:

   1. Plaintiff brings this action under Sections 5(a)(1), 5(m)(1)(A), 9,
   13(b), 16(a) and 19 of the Federal Trade Commission Act, 15 U.S.C.
   45(a)(1), 45(m)(1)(A), 49, 53(b), 56(a) and 57b, to secure civil
   penalties, consumer redress, a permanent injunction, and other
   equitable relief for defendants' unfair or deceptive acts or practices
   in violation of Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), and
   the FTC's Trade Regulation Rule entitled "Disclosure Requirements and
   Prohibitions Concerning Franchising and Business Opportunity Ventures"
   ("the Franchise Rule" or "the Rule"), 16 C.F.R. Part 436.

                           JURISDICTION AND VENUE

   2. This Court has jurisdiction over this matter pursuant to 28 U.S.C.
   §§ 1331, 1337(a), 1345 and 1355 and 15 U.S.C. §§ 45(m)(1)(A), 49,
   53(b), 56(a) and 57b. This action arises under 15 U.S.C. § 45(a)(1).

   3. Venue in the United States District Court for the Northern District
   of Texas is proper under 28 U.S.C. §§ 1391(b) and (c) and 1395(a), and
   15 U.S.C. § 53(b).

                                 DEFENDANTS

   4. Defendant QX International, Inc. ("QX") was incorporated in Texas
   and had its principal place of business at 5750 Rufe Snow Drive, Suite

                        UNITED STATES DISTRICT COURT
                     FOR THE NORTHERN DISTRICT OF TEXAS
                              DALLAS DIVISION

                    UNITED STATES OF AMERICA, Plaintiff,

                                    vs.

       QX INTERNATIONAL, INC., a corporation, and ANTHONY F. FRANCIS,
       individually and as an officer of the corporation, Defendants.

                      Civil Action No. 3:98-CV-0453-D

     STIPULATED FINAL JUDGMENT AND ORDER OF PERMANENT INJUNCTION AS TO
                  INDIVIDUAL DEFENDANT ANTHONY F. FRANCIS

   Plaintiff, the United States of America, acting upon notification and
   authorization to the Attorney General by the Federal Trade Commission
   ("FTC" or the "Commission"), commenced this action by filing the
   Complaint herein. Defendant Anthony F. Francis was personally served
   with the summons and the complaint and is appearing pro se.

   The individual defendant, Anthony F. Francis (hereafter "defendant"),
   and the United States, through its counsel, now hereby agree to
   settlement of this action without adjudication of any issue of fact or
   law and without defendant admitting liability for any of the
   violations alleged in the Complaint;

   THEREFORE, on the joint motion of defendant Anthony F. Francis and the
   United States, it is hereby ORDERED, ADJUDGED AND DECREED as follows:

     1. This Court has jurisdiction of the subject matter and of the
     defendant pursuant to 28 U.S.C. §§ 1331 and 1345, and 15 U.S.C.
     § 45, 53(b), and 57b.

     2. The Complaint states a claim upon which relief may be granted
     against the defendant under Sections 5(a), 5(m)(1)(A), 9, 13(b),
     16(a) and 19 of the Federal Trade Commission Act ("FTC Act"), 15
     U.S.C. §§ 45(a), 45(m)(1)(A), 49, 53(b), 56(a), and 57b.

     3. The activities of the defendant as alleged in the Complaint are
     or were in or affecting commerce, as defined in 15 U.S.C. § 44.

     4. Entry of this Stipulated Judgment and Order is in the public
     interest.

     5. The defendant enters into this Stipulated Judgment and Order
     freely and without coercion. Defendant further acknowledges that he