Amway: The Untold Story

Brig & Lita Hart vs. Amway et al

Despite the overwhelming evidence presented here and elsewhere that profits from the "tools" business far exceed that from the sale of Amway products, most Amway distributors have continued to insist that little or no profit is made from the sale of tapes and rally tickets. (See the AUS "Directly Speaking" and "Tools Scam" articles for more information.) Since it is typically only at the Direct level that they are allowed to participate in and profit from the tools business, the vast majority of distributors are speaking not from first-hand knowledge but are merely repeating what they have been led to believe by those above them who are profiting at their expense. While some at the higher pin levels will allow that some profit is made on the tools, it is usually portrayed as minor--certainly secondary to the profits made from the sale of Amway products. Never, to my knowledge, has someone at the Diamond level publicly admitted that it is rather the tools business that is their primary source of income, and that profits from product sales are minor in comparison. Until now, that is.

Brig Hart is a Double Diamond distributor in Dexter Yager's group. In this lawsuit, filed in Florida in April of 1997, he is accusing other Diamond distributors in his upline and downline of cutting him out of the flow of tools--and tools money--through his line of sponsorship. While there is nothing in Hart's description of the tools business that was not already known (or readily surmised), his frank statements are an indication that the wall of secrecy and deception surrounding the tools business is continuing to weaken.

Among others, Hart makes the following statements in his complaint:

"The Hart Network is extremely valuable to the Harts as a means of selling Amway's products. And, equally important, it serves as a ready market for the Harts' sale of Amway-related motivational and training tapes, books, and other selling aids, known in Amway as 'business support materials', or more colloquially, 'tools.'"

"For some distributors, including Plaintiffs, the sale of business support materials produces revenues far exceeding the revenues generated from the sale of Amway's consumer goods."

"Yager derives a substantial portion of his income from the sale of business support materials down the lines of distribution in the Amway Network. On information and belief, over 70% of Yager's Amway-related income is derived from the sale of business support materials, constituting $40,000,000.00 per year in gross income."

"Plaintiffs repeatedly have notified Amway of the Distributor Defendants' violations of Rule 4 of Section B of the Rules of Conduct of Amway Distributors. Yet, Amway has refused to enforce Rule 4. On information and belief, Amway refuses to enforce Rule 4 against the Distributor Defendants for fear that Yager and his down-line distributors will leave the Amway System, which would significantly harm Amway."

Hart also confirms that the tools business is based on a "wink and a handshake" rather than on written agreements and contracts:
"Through a course of dealing and through business practices over this period of time, business and distributor relationships were formed and implied agreements for the distribution and sale of business support materials were created along network lines between Diamond-level distributors in the Amway Network. Pursuant to these implied agreements, the Amway distributors agreed not to "go around" another distributor who has at least achieved the Diamond status in Amway to sell business support materials to down-line distributors in the Amway Network."
This is significant for several reasons:
  1. When someone signs an Amway distributor agreement, that person and Amway Corp. enter into a legally binding contract, the terms of which are spelled out in considerable detail in the agreement itself, the Business Compendium, and other official Amway publications. This offers a degree of protection to the distributors, as the terms of this agreement are enforceable under contract law; should Amway not pay a distributor what it promised to, or otherwise violate the terms of the contract, that person has legal remedies available to them.

    2. With the tools business, however, there are no written contracts. There is no guarantee that a distributor who reaches a particular pin level will even be allowed to share in the tools profits. There is no guarantee that a distributor who is allowed to participate will be allowed to participate to the same degree that other distributors of equal or lesser standing are. There is no guarantee, at least not in writing, that your upline can't take away your tools business on a whim.

    Hart here is claiming a violation of an "implied contract," saying in effect "Despite the lack of a written contract, this is way it's always been done, so they have a legal obligation to keep doing it this way." Whether or not this argument carries sufficient weight to convince a judge or jury in this case remains to be seen. However it turns out, it seems that Hart and others who participate in the tools business have minimal, if any, protection against their main source of income being jerked out from under them...certainly less than if they were protected by a written contract.
     

  2. A number of distributors who have participated in the tools business have described to me how the tools profits are used by the upline Diamonds as both a carrot and a stick to motivate and punish those below them. The right to go on the speaking circuit (and collect the lucrative speaking fees), for example, can be offered to some distributors and withheld from others as a means of enforcing compliance and loyalty.

    3. Once a distributor reaches that level at which they are let in on the "shadow business" of the tools profits, he or she has already invested a good deal of time, effort, and money in building their business. They are then told that the real money is to be made from the tools, and that their right to participate in the tools business, and to what degree, is completely dependent on their upline. There is no prior, written agreement spelling out mutual rights and obligations, as there is with their Amway business.
     
  3. If the tools business is legal and ethical, as those who developed and participate in it claim, why is nothing put in writing? Why is every new distributor not informed of the existence of the tools business and the profits to be made from it? Why the secrecy? Perhaps the answer lies in the fact that Amway's own attorneys concluded years ago that the tools business is inherently illegal and unethical. Hart himself quotes Rich Devos's "Directly Speaking" tape in which Devos warns against the tools business becoming "a business in itself":
    4. "[W]e accept the fact that motivation is vital to this business. Good, honest motivation is important to the business. But, it must be motivation that builds the business -- not become a business in itself . . . . And, some of you have made it a business unto itself."
    Hart claims that with this statement Devos "expressed concern that certain disreputable distributors would not recognize the lines of sponsorship." Frankly, I don't see how this quote supports Hart's position. Devos is plainly stating that the motivation--the tools--should not become "a business in itself", something it clearly has for Hart and others. Hart fails to include this quote from the same "Directly Speaking" tape:
    "We're going to put out legally clear tapes that give it straight, and that you can rely on, we're going to put them out at a price we think it right, we'll put a little BV on 'em so that you recover some of the costs, and -- we have a little hooker in there, by the way -- the BV on tapes can never exceed twenty percent of your total Business Volume. Now, I haven't figured out what to do if you go to twenty-one percent, but we will, we may just not pay you on it -- because when your tape volume becomes so great in relationship to your regular business, then you are no longer in the Amway business -- you're in the tape business.

    Now, the tape business, if it is not used as a support for the Amway business, will oftentimes be an illegal business -- in fact, it could be called a pyramid -- because, d -- does not get sold to the consumer. Which means that all the tape business does is take money out of the organization, and because the final person can't retail it, it never brings money into the organization."

    Here Devos is saying that if tape profits exceed 20% of your BV, you're in the tape business and not the Amway business, and this "in fact...could be called a pyramid..." Now go back and read the part where Hart admits that his tools income, and that of other distributors, "far exceed[s]" the revenues from his Amway business. It would certainly seem that "far exceeds" translates to a heck of a lot more than 20%.
Hart's complaint seems to me to be the equivalent of the drug dealer who goes to the local police station and complains that someone just broke into his house and stole his stash of crack cocaine. Nonetheless, it sheds some welcome light on the normally secretive tools business...something I doubt Yager and the other defendants will welcome.

[This case has apparently been settled as of 5/18/98,. According to the case docket, all the defendants were dismissed, either by the Harts or by the judge, and the case closed.]

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT FLORIDA
JACKSONVILLE DIVISION
 

BRIG HART and LITA HART,                )      Filed
U-CAN-II, INC. and                      )      97 APR-8 PM 4:19
B&L HART ENTERPRISES, INC.,             )
                                        )
        Plaintiffs,                     )      CASE NO.
                                        )      97-349-CIV-J-20B
v.                                      )
                                        )
AMWAY CORPORATION;                      )      A JURY TRIAL
DEXTER YAGER, individually and          )      IS DEMANDED
d/b/a INTERNET SERVICES                 )
CORPORATION; RICHARD SETZER,            )      INJUNCTIVE RELIEF
individually and d/b/a                  )      IS SOUGHT
SETZER INTERNATIONAL, INC.; HAROLD      )
GOOCH, Jr., individually                )
and d/b/a GOOCH SUPPORT SYSTEMS, INC.;  )
WILLIAM CHILDERS, individually          )
and d/b/a TNT of CHARLOTTE, INC.;       )
ANGELO D'AMICO, individually and        )
d/b/a D'AMICO INTERNATIONAL;            )
TIM FOLEY, individually and             )
d/b/a FOLEY & CO.; JAMES D.             )
HAYES, JR., individually                )
and d/b/a FREEDOM EXPRESS, INC.;        )
CARLOS M. MARIN, JR., individually and  )
d/b/a MARIN & ASSOCIATES, INC.;         )
JOE RODRIQUEZ,                          )
                                        )
Defendants.                             )
 

                                            COMPLAINT

Plaintiffs Brig and Lita Hart, U-Can-II, Inc. and B&L Hart Enterprises, Inc.
bring this Complaint against the Defendants for damages, injunctive relief
and an accounting. For their Complaint, Plaintiffs allege as follows:
 

                                          INTRODUCTION

1.
Brig and Lita Hart (referred to herein alternately as "Plaintiffs" or "the
Harts") are Amway distributors. Over a period of 18 years, they have built
a domestic and international network of over 200,000 independent down-line
distributors (the "Hart Network"), achieving the coveted "Double Diamond"
status in the Amway Corporation. The Hart Network is extremely valuable to
the Harts as a means of selling Amway's products. And, equally important,
it serves as a ready market for the Harts' sale of Amway-related
motivational and training tapes, books, and other selling aids, known in
Amway as "business support materials", or more colloquially, "tools." It
also allows the Harts to sponsor various Amway-related rallies, seminars and
weekend conferences that are attended by large numbers of distributors in
the Hart Network. Many high-level distributors, such as the Harts, sell
business support materials and sponsor functions through corporations, such
as U-Can-II, ancillary to the distributor's independent Amway business.
Amway encourages the provision of business support materials to distributors
and has adopted rules to regulate their sale. The Harts obtain their
business support materials primarily from Defendant InterNET Services
Corporation ("InterNET"). The backbone of the business support materials
business are audio recordings of presentations given at functions sponsored
by high-level Amway distributors such as the Harts. The Harts routinely
provide InterNET with such audio recordings, which are the original sources
from which many of the business support materials sold by InterNET are
produced.

2.
This lawsuit arises out of a series of unlawful actions by Defendants
Richard Setzer and William Childers, both of whom are fellow Amway
distributors "up-line" to the Harts and both of whom have achieved a status
in Amway at least as high as the "Diamond" level. The suit also arises
because of unlawful actions by various distributors "down-line" to the
Harts, including Defendants Angelo D'Amico, James D. Hayes, Carlos M. Marin,
Jr., and Joe Rodriquez. Acting alone and in concert, these "Distributor
Defendants" are, and have been, profiting directly from the sale of business
support materials to various members of the Hart Network without respecting
the "lines of sponsorship" that have formed the foundation of Amway's
distribution system since the company's inception. Over a period of time,
the Distributor Defendants have engaged in an illegal attempt to circumvent
or squeeze the Harts out of their distribution system so that these
Defendants can sell business support materials to members of the Hart
Network without compensating the Harts, as these Defendants otherwise are
contractually obligated to do. The Distributor Defendants' conduct
represents a wrongful and illicit scheme to misappropriate for themselves
the Harts' share of the income generated by the huge number of down-line
distributors that the Harts meticulously have built through a fervent
dedication to Amway's original principles of partnership, integrity,
personal worth, achievement and personal responsibility. Amway's own
written rules -- which expressly govern the activities at the heart of this
Complaint -- refer to such a course of conduct as "an unwarranted and
unreasonable interference in the business of other Amway distributors."
(Section B, Rule 4, Rules of Conduct of Amway Distributors).

3.
The Distributor Defendants' activities violate long-standing contractual
obligations that govern the relationship of the parties; the Racketeer
Influenced and Corrupt Organizations Act ("RICO"); the Sherman Antitrust
Act; and various other statutes. In addition, the Distributor Defendants'
activities give rise to liability under various common law causes of action.
In total, the Distributor Defendants' ruthless pursuit of the Harts'
business enterprise, and interference with the Harts' relationships with
their distributors, have deprived the Harts of tens of millions of dollars
in revenues. This case is intended to remedy and stop these wrongful
actions.

4.
Broadly speaking, the Distributor Defendants have engaged in a pattern and
practice of unfair and illegal business dealings, in at least four respects:

    a. Defendants Setzer, Setzer International, Inc., Childers, and TNT of
Charlotte, Inc., have conspired to slowly eliminate Plaintiffs from the
business support materials distribution chain by directly providing these
materials to distributors in Plaintiffs' domestic and international Amway
network without Plaintiffs' permission. The conspiracy has as its purpose
the elimination of the Plaintiffs' participation in the business so that
these Defendants can avoid compensating Plaintiffs for sales of business
support materials to the Hart Network. These actions violate each of these
Defendants' agreements with Amway, which agreements prohibit distributors
from selling such materials outside of Amway's lines of sponsorship. These
actions also violate the course of dealing and implied contractual
obligations that have been formed in the distribution network for such
materials;

    b. On information and belief, as part of the conspiracy, Defendants
Setzer, Setzer International, Inc., Childers, and TNT of Charlotte, Inc.,
have provided Plaintiffs with incomplete and false statements of the volume
of business support materials sold to distributors in the Hart Network, and
have refused to account to Plaintiffs for the volume of business support
materials provided to distributors in the Hart Network. By engaging in these
fraudulent and misleading actions, these Defendants have tricked Plaintiffs
into accepting compensation -- or substantially less compensation than is
due -- for the volume of business that these Defendants have engaged in with
distributors in the Hart Network.

    c. Defendants D'Amico, Hayes, Marin, and Rodriquez, individually and on
behalf of Defendants D'Amico International, Freedom Express, Inc., and Marin
& Associates, Inc., acquiesced in and facilitated the circumvention of the
Hart Network line of sponsorship and agreed to boycott Plaintiffs in the
market for business support materials by conspiring and agreeing implicitly
and/or explicitly with Defendants Setzer and Childers that none of the
Distributor Defendants would purchase or sell business support materials
from or to Plaintiffs.

    d. Defendant Childers has refused to fairly and adequately compensate
Plaintiffs for their marketing  efforts and ticket sales in conjunction with
"major functions", which are Amway-related events held throughout the
country drawing tens of thousands of Amway distributors. Childers' conduct
violates an implied contract that is based upon a course of dealing -- and
other equitable theories of law -- and that arises out of the parties'
business arrangements regarding past major functions.

5.
Each of the Distributor Defendants in this action is or was a participant in
the above described conspiracy and/or scheme to commit unlawful business
practices through fraudulent and tortious activity.

6.
The Distributor Defendants' continuing scheme was, and is, violative of the
Federal Racketeer Influenced and Corrupt Organizations Act (18 U.S.C. § 1961
et. seq.) and the Sherman Antitrust Act (15 U.S.C. § 1). These Defendants'
individual actions were, and are, violative of Florida common law tort and
contract principles.

7.
Plaintiffs have been injured as a result of the Defendants' conduct, and
will continue to be injured, unless it is stopped. In this action,
Plaintiffs seek to recover tens of millions of dollars of lost revenues,
injunctive relief to prevent future injury and an accounting.

8.
Amway has been named in this action solely for purposes of injunctive relief
compelling Amway to enforce its rules regarding business support materials.
No monetary damages are being sought against Amway in this Complaint.

9.
Defendants Yager, InterNET, Gooch, Gooch Support Systems, Inc., Foley, and
Foley & Co., Inc. have been named in this action solely for purposes of
injunctive relief compelling these Defendants to comply with their
contractual obligations and other duties regarding business support
materials. In addition, Plaintiffs have named Yager, InterNET, Foley, and
Foley & Co. for purposes of obtaining and equitable accounting from these
defendants. No monetary damages are being sought against Yager, InterNET,
Gooch, Gooch Support Systems, Inc., Foley, and Foley & Co., Inc. in this
Complaint.
 

                                     JURISDICTION AND VENUE

10.
Jurisdiction over this action is based on the existence of federal questions
in this case (28 U.S.C. § 1331), inasmuch as claims are asserted under laws
of the United States -- the Racketeer Influenced and Corrupt Organizations
Act (18 U.S.C. § 1961 et. seq. and Section 1 of the Sherman Antitrust Act
(15 U.S.C. § 1). This Court has supplemental jurisdiction over Plaintiffs'
state law claims (28 U.S.C. § 1367).

11.
Venue is proper in this Court as the Defendants conduct business in the
State of Florida and in this judicial district, a number of the Defendants
reside in this district and a substantial part of the events giving rise to
the causes of action on which this Complaint is based occurred within this
judicial district (28 U.S.C. § 1391(b) and 18 U.S.C. § 1965).
 

                                             PARTIES

12.
Brig and Lita Hart are a married couple. They are both citizens of the State
of Florida, residing in St. Johns County. The Harts conduct business in the
State of Florida and the United States through two corporations, U-Can-II,
Inc. and B&L Hart Enterprises, Inc. Both corporations are incorporated under
the laws of the State of Florida, and have at all times been in good
standing and duly authorized to transact business in Florida.

13.
Defendant Amway Corporation ("Amway") is a privately held Michigan
corporation with its principal place of business in Ada, Michigan. Amway is
one of the largest direct-selling companies in the world. More than 2.5
million distributors merchandise Amway's products on a person-to-person
basis through a multi-level marketing network in more than 70 countries and
territories. Amway conducts business in the State of Florida and is subject
to suit in Florida.

14.
Defendant Dexter Yager ("Yager") is a citizen of the State of Florida. Yager
is a distributor of Amway products and is involved in the promotion of Amway
distributorships. He conducts business through Defendant InterNET Services
Corporation, Inc. (as referred to previously, "InterNET"). On information
and belief, InterNET is organized and existing under the laws of the State
of North Carolina, with its principal place of business at 12201 Steele
Creek Road, Charlotte, North Carolina 28273. InterNET is in the business of
manufacturing and selling Amway-related business support materials for use
by Amway distributors, and of organizing seminars, rallies and major
functions, attended by Amway distributors. Yager and InterNET conduct
business in the State of Florida and are subject to suit in Florida.

15.
Defendant Richard Setzer ("Setzer") is a citizen of the State of South
Carolina. Setzer is a distributor of Amway products and is involved in the
promotion of Amway distributorships. He conducts business through Defendant
Setzer International, Inc. ("Setzer International"). On information and
belief, Setzer International is organized and existing under the laws of the
State of South Carolina, with its principal place of business at 3089 South
Highway 14, Greer, South Carolina 29650. Setzer International is in the
business of purchasing and re-selling business support materials for use by
Amway distributors, and of organizing seminars, rallies, and major
functions, attended by Amway distributors. Setzer and Setzer International
conduct business in the State of Florida and are subject to suit in Florida.

16.
Defendant Harold Gooch, Jr. ("Gooch") is a citizen of the State of North
Carolina. Gooch is a distributor of Amway products and is involved in the
promotion of Amway distributorships. He conducts business through Defendant
Gooch Support Systems, Inc. On information and belief, Gooch Support
Systems, Inc. is organized and existing under the laws of the State of North
Carolina, with its principal place of business at 6 Curtis Court,
Thomasville, North Carolina 27360. Gooch Support Systems, Inc. is in the
business of purchasing and re-selling business support materials for use by
Amway distributors, and of organizing seminars, rallies, and major
functions, attended by Amway distributors. Gooch and Gooch Support Systems,
Inc. conduct business in the State of Florida, and are subject to suit in
Florida.

17.
Defendant William Childers ("Childers") is a citizen of the State of
Florida. Childers is a distributor of Amway products and is involved in the
promotion of Amway distributorships. He conducts business through Defendant
TNT of Charlotte, Inc. ("TNT"). On information and belief, TNT is organized
and existing under the laws of the State of North Carolina, with its
principal place of business at 7005 Shannon Willow Road, Charlotte, North
Carolina 28266. TNT is in the business of purchasing and re-selling business
support materials for use by Amway distributors, and of organizing seminars,
rallies, and major functions, attended by Amway distributors. Childers and
TNT conduct business in the State of Florida and are subject to suit in
Florida.

18.
Defendant Angelo D'Amico ("D'Amico") is a citizen of the State of Florida.
D'Amico is a distributor of Amway products and is involved in the promotion
of Amway distributorships. He conducts business through Defendant D'Amico
International, Inc. ("D'Amico International"). On information and belief,
D'Amico International is organized and existing under the laws of the State
of Florida, with its principal place of business at 11560 Old Saint
Augustine Road, Suite 4, Jacksonville, Florida 32258. D'Amico International
is involved in the business of purchasing and re-selling business support
materials for use by Amway distributors, and of organizing seminars,
rallies, and major functions, attended by Amway distributors. D'Amico and
D'Amico International conduct business in the State of Florida and are
subject to suit in Florida.

19.
Defendant Tim Foley ("Foley")is a citizen of the State of Florida. Foley is
a distributor of Amway products and is involved in the promotion of Amway
distributorships. He conducts business through Defendant Foley & Co., Inc.
("Foley & Co."). On information and belief, Foley & Co. is organized and
existing under the laws of the State of Florida, with its principal place of
business at 11541 Lane Park Road, Tavares, Florida 32778-9674. Foley & Co.
is involved in the business of selling Amway products to Amway distributors
and the general public. Foley & Co. is also in the business of purchasing
and re-selling business support materials for use by Amway distributors, and
of organizing seminars, rallies, and major functions, attended by Amway
distributors. Foley and Foley & Co. conduct business in the State of Florida
and are subject to suit in Florida.

20.
Defendant James D. Hayes, Jr. ("Hayes") is a citizen of the State of
Florida. Hayes is a distributor of Amway products and is involved in the
promotion of Amway distributorships. He conducts business through Defendant
Freedom Express, Inc. ("Freedom Express"). On information and belief,
Freedom Express is organized and existing under the laws of the State
of Florida, with its principal place of business at 1797 Old Moultrie Road,
#101, St. Augustine, Florida. Hayes is involved in the business of
purchasing and re-selling business support materials for use by Amway
distributors. Hayes and Freedom Express conduct business in the State of
Florida and are subject to suit in Florida.

21.
Defendant Carlos M. Marin, Jr. ("Marin"), is a citizen of the State of
Florida. Marin is a distributor of Amway products and is involved in the
promotion of Amway distributorships. He conducts business through Defendant
Marin & Associates, Inc. ("Marin & Associates"). On information and belief,
Marin & Associates is organized and existing under the laws of the State
of Florida, with its principal place of business at 7205 NW 19th Street,
Suite 300, Miami, Florida. Marin is involved in the business of purchasing
and re-selling business support materials for use by Amway distributors.
Marin and Marin & Associates conduct business in the State of Florida and
are subject to suit in Florida.

22.
On information and belief, Defendant Joe Rodriquez ("Rodriquez"), is a
citizen of the State of Florida. Rodriquez is a distributor of Amway
products and is involved in the promotion of Amway distributorships. He is
involved in the business of purchasing and re-selling business support
materials for use by Amway distributors. Rodriquez conducts business in the
State of Florida and is subject to suit in Florida. On information and
belief, Rodriquez, like the other Amway distributors engaged in the support
materials business, uses a related corporate entity to help conduct such
business. Plaintiffs intend to amend this Complaint, adding such entity as a
defendant, once Plaintiffs discover the name of that company.
 

                                    NATURE OF SPECIFIC CLAIMS

23.
Plaintiffs bring claims against the Defendants to recover damages and obtain
equitable relief on the following specific grounds:

    (1) Plaintiffs have suffered and continue to suffer damages as a result
of the Distributor Defendants' entering into and executing a combination
and/or conspiracy -- in violation of the Federal Racketeer Influenced and
Corrupt Organizations Act and the Sherman Antitrust Act -- to misappropriate
Plaintiffs' business support materials network by creating distributor
relationships directly with one another in violation of agreements that
require Plaintiffs' participation in any such distributor arrangements; by
misrepresenting to Plaintiffs that Plaintiffs were being fairly compensated
for those distributor relationships that the Distributor Defendants formed;
by boycotting Plaintiffs in the purchase and sale of business support
materials; and by engaging in other tortious and actionable conduct as
described below;

    (2) Plaintiffs have suffered and continue to suffer contract-related
damages as a result of Setzer, Childers' and D'Amico's willful breaches of
their contracts with Amway Corporation. Specifically, Setzer, Childers, and
D'Amico have breached Rule 4 of Section B of the Rules of Conduct for Amway
Distributors, which prohibits Amway distributors from selling business
support materials to Amway distributors whom he or she did not personally
sponsor into the Amway multi-level marketing network. In addition, Setzer,
Childers, and D'Amico have breached express and implied agreements that were
created through written and oral communications and through a course of
dealing and the business practices of the parties in this action and the
distributors in the Amway network at issue in this case;

    (3) Plaintiffs have suffered and continue to suffer damages as a result
of Setzer, Childers and D'Amico's tortious interference with Plaintiffs'
business relations with Diamond-level distributors in the Harts' multi-level
marketing Amway network and the related network for the sale of business
support materials;

   (4) Plaintiffs have suffered and continue to suffer damages as a result
of D'Amico, Hayes, Marin and Rodriquez's inducement of Setzer and Childers
to breach Setzer and Childers' Amway distributor agreements and the implied
contractual agreements among the distributors in the Amway network to which
the Harts belong -- specifically Rule 4 of Section B of the Rules of Conduct
for Amway Distributors as applied through the parties' course of dealing and
business practices -- by cutting Plaintiffs out of business support
materials sales to the Hart Network;

    (5) Plaintiffs have suffered and continue to suffer damages as a result
of the Distributor Defendants' conspiracy to boycott Plaintiffs in the
market for Amway-related business support materials by agreeing not to
adhere to or enforce Rule 4 as applied through the parties' course of
dealing and business practices -- thus turning all distributors who purchase
business support materials from InterNET into competitors in the business
support materials market -- and by agreeing to not purchase or sell business
support materials from or to the Plaintiffs; and

    (6) Plaintiffs are entitled to injunctive relief against Amway to compel
Amway to enforce its business conduct rules, which prohibit Amway
distributors from unreasonably and tortiously interfering with the business
of other Amway distributors for personal financial gain, and prohibit
distributors from selling business support material except through the line
of sponsorship. Plaintiffs are also entitled to injunctive relief against
the other Defendants to force their compliance with these rules and the
other obligations they accepted in becoming Amway distributors.
 

                                       FACTUAL ALLEGATIONS

Amway's Distributor Network

24.
Amway is a business engaged principally in the sale of consumer products and
services. Through its employees and more than 2.5 million distributors,
Amway engages in over $6.5 billion worth of sales a year, consisting of both
products manufactured by Amway and other companies.

25.
Amway's distributor network was -- and still is -- created by active
distributors sponsoring new distributors into the business. Distributors
earn income directly from the sale of Amway's products as well as
performance incentives based on the sales volume of individuals they have
sponsored into the Amway business.

26.
Amway's distributor network is sometimes referred to as a multi-level
marketing plan. In the United States, this network consists of hundreds of
thousands of Amway distributors linked together through lines of sponsorship
consisting of "up-line" and "down-line" distributors.

27.
The "up-line" of an Amway distributor is comprised of that distributor's
recruiter or "sponsor," that recruiter's recruiter, and so on "up the line"
of distributors. The "down-line" of an Amway distributor is comprised of
individuals that the particular distributor recruits, the recruited
individuals' recruits, and so on "down the line" of recruited distributors.
Every Amway distributor has the opportunity, through these arrangements, to
build and maintain a "business within a business", forming an independent
business network from which the independent distributor can profit. Respect
for a distributor's line of sponsorship is an essential component of that
business and is the foundation upon which the business acquires its value.
 

Distributor Relations

28.
The Amway business is based on two fundamental concepts: merchandising and
sponsoring.

29.
In the Amway Business Reference Manual, Amway encourages its distributors to
build their networks by starting with a list of those having a close
personal relationship to them -- friends, neighbors, and relatives.
(Business Reference Manual at p. 17).

30.
One of the essential and enduring standards by which the Amway business is
operated is "Partnership". Amway is built on the concept of partnership,
beginning with the partnership between its founders and continuing with the
concept of partnership among the founders, the distributors and Amway's
employees. Amway represents that the partnership concept means building
trust and confidence within the distributor network.

31.
Amway presents the Amway distributor organization as a unique association of
people known for its high level of teamwork, commitment and  communication.
Indeed, an Amway distributor's up-line sponsor is required to work closely
to train the distributor and his or her recruits. Amway states that a
recruit's fellow distributors are available to help the recruit introduce
others to the business and to assist the recruit as he or she expands their
business.

32.
Amway promotes and sells to its distributors a voice-mail communication
system known as "Amvox Network Voice Messaging" or "Amvox by Voice-Tel".
Amway encourages the use of this system to foster communication among its
distributors, foster trust, confidence, and the partner relationship among
its distributors, to promote the Amway business, and to recruit
Amway distributors. This system utilizes the telephone lines of interstate
commerce.

33.
Amway distributors and their recruits are encouraged to, and often do,
develop a confidential relationship of friendship, trust and confidence.
Indeed, distributors are encouraged to bring their problems, including
personal problems, to their Amway sponsors and others in  their up-line
distribution chain.
 
 

Business Support Materials

34.
In addition to the profits distributors earn from sales of Amway's products,
certain mid-level and high-level distributors obtain revenue (and profits)
from the sale of Amway-related products -- books, cassette tapes, selling
aids, videotapes, flip-charts, etc. -- called "business support materials".
These materials are used by distributors to help train and motivate their
down-line distributors. Although the great majority of these materials are
not manufactured or distributed by Amway, Amway has recognized the existence
of this aspect of the business and has promulgated various rules regulating
the manufacture, sale and distribution of these business support materials.
These rules require the sale of these materials to follow a distribution
system that is parallel to the lines of sponsorship used to sell Amway
products. For some distributors, including Plaintiffs, the sale of business
support materials produces revenues far exceeding the revenues generated
from the sale of Amway's consumer goods.
 

Amway Rules

35.
The conduct and business dealings of Amway distributors are governed by various
rules promulgated by Amway, including but not limited to the following:

    a. Amway's Sales and Marketing Plan, and the terms of its contracts with
individual distributors, including the Distributor Defendants;

    b. Amway's Code of Ethics, Rules of Conduct, and other various rules,
 prohibitions, regulations, and requirements promulgated by Amway;

    c. Amway's Business Reference Manual and Business Compendium, which
detail the rules and standards of conduct required of Amway distributors;

    d. Violations of these rules can result in Amway disciplinary action,
such as censure, admonishment, reprimand, penalties, suspension or removal
of certain rights and/or privileges, including termination of the Amway
distributorship.

36.
The terms and conditions of Amway's binding contractual relationships with
its distributors are set forth in (1) the Amway distributor application form
(SA-88); (2) the Intent to Continue Form (SA-469); (3) the Amway Business
Compendium (SA-1500); (4) the Business Reference Manual (SA-3145); (5) the
Direct Distributor Addendum (SA-6589); and (6) the Warehouse Ordering
Authorization form (SA-150).

37.
The Amway Business Compendium and the Business Reference Manual contain
Amway's Code of Ethics and Rules of Conduct for distributors. The
Introduction to the Rules of Conduct of Amway Distributors explicitly
provides that "The Rules are designed to preserve the benefits available to
all independent distributors under the Amway Sales and Marketing Plan."

38.
The Code of Ethics and Rules of Conduct represent written agreements binding
every distributor to a unitary contractual framework on which every Amway
distributor is required to operate his or her business. In the section
entitled "Amway's Commitment to You", contained in the introductory chapter
to Amway's Business Reference Manual, Amway explains the integral role its
Code of Ethics and Rules of Conduct play in each distributor's business:

    Amway prescribes a Code of Ethics and Rules of Conduct to guide every
    distributors. As an integral part of the Amway Sales and Marketing Plan,
    these rules help ensure that everyone has the same opportunity to build
    a successful Amway business through a balance of sponsoring and
    merchandising. Pride in their system of rules and ethics is a main
    reason some distributors are so committed to their Amway business.

39.
Section B of The Rules of Conduct of Amway Distributors sets forth the
requirements to remain a distributor. Rule 4 of Section B was written to
govern business support materials sold by Amway distributors. It provides,
in pertinent part that:

    No Amway distributor who personally sells products other than AMWAY
    products, who personally sells literature or sales aids not produced by
    Amway, or who sells services (e.g., tax services, insurance, et cetera)
    will induce another Amway distributor whom he or she does not personally
    sponsor to sell such products, literature, sales aids, or services, nor
    shall he or she sell such products, literature, sales aids, or services
    to any Amway distributor except those personally sponsored by him or
    her.
 

Rule 4 also explains that the purpose of this prohibition is to protect
Amway distributors from less ethical distributors who may be enticed to take
advantage of their peers' hard-work in building a successful distributor
network:

    Amway distributors may engage in selling activities related to non-Amway-
    approved or non-Amway produced products and services if they personally
    desire to do so, but they may not take advantage of their knowledge of,
    or association with, other Amway distributors, especially those not
    personally sponsored by them, to promote and expand their non-Amway
    business. To do so constitutes an unwarranted and unreasonable
    interference in the business of other Amway distributors.

A primary purpose of Rule 4 is to prevent an up-line distributor from "going
around" a down-line distributor to sell business support materials directly
to the down-line's down-line distributors, and to prevent a down-line
distributor from "going around" his or her up-line to purchase business
support materials from the up-line's up-line. In other words, Rule 4
prohibits distributors from cutting out or boycotting a distributor in the
"middle" of the line of sponsorship, dividing his or her, profits between
his or her up-line and down-line distributor(s).

40.
Section I of The Rules of Conduct of Amway Distributors is entitled
"business support materials", and provides that distributors who sell such
products must comply with the Rules of Conduct of Amway Distributors:

    Some distributors offer for sale to other distributors in their line of
    sponsorship a variety of non-Amway produced sponsoring and merchandising
    aids such as audio and video tapes, literature, and flip-charts
    ("business support materials" or "Materials"). Such Materials are
    entirely optional and distributors who choose to sell or distribute such
    Materials must comply with these Rules.
 

41.
The Amway Rules of Conduct provide that for violations of the Rules, a
distributor may be subject to, among other penalties, a written
admonishment, compensatory remedies, imposition of censure, revocation of
the right to sponsor, withholding of bonus monies, suspension of distributor
rights and termination.

42.
By signing the Amway Distributor Application, Amway distributors expressly
agree to comply with the Amway Sales and Marketing Plan, Code of Ethics and
Rules of Conduct as they are amended and published from time to time in
official Amway literature.

43.
Amway and each Amway distributor incorporates by reference the contents of
the Amway Business Reference Manual (SA-3145) or Amway Business Compendium
(SA- 1500), the Direct Distributor Manual (SA-6589) or Direct Distributor
addendum, if applicable, and Warehouse Ordering Authorization (SA-150), if
applicable, into their Amway Distributor Application agreement.
 

Course of Dealing Under Rule 4

 44.
Over time, a course of dealing and set of practices has shaped how Rule 4 is
followed at Amway. Since not all distributors participate in the tool
business, it is accepted that the line of sponsorship for purposes of
selling business support materials includes only those distributors
who actively participate in the tool business and who are at certain levels
in the Amway organization. In addition, from time to time certain
distributors have agreed to allow slight departures from a strict adherence
to Rule 4 to facilitate direct shipments of business support materials to
down-line distributors and for other reasons. In each such instance, the
modification has been pursuant to a specific agreement, voluntarily made,
and the distributor's right to renumeration from the sales of business
support materials has been, or was supposed to be, protected.

45.
Amway is aware of this course of dealing and of these practices and has
acquiesced in and accepted them. The dealings or practices under Rule 4 are
fully consistent with the core objective of Rule 4 -- to protect a
distributor's investment in his or her down-line network for purposes of
selling business support materials.
 

Antitrust Exception for Amway

46.
In the 1970s, the Federal, Trade Commission ("FTC") investigated Amway to
determine, among other things, whether the Amway multi-level marketing
structure was a pyramid scheme in violation of the Antitrust laws.

47.
The Federal Trade Commission determined that Amway was not an illegal
pyramid scheme. In reaching its decision, the FTC relied upon several rules
contained in the Rules of Conduct for Amway Distributors.

48.
As part of its investigation, the FTC examined Amway's "cross-group selling"
rule, which requires Amway distributors to purchase all of their "AMWAY
products and literature supplies from or through their own sponsor unless
there is a servicing agreement between direct distributors." (Rules of
Conduct, Section B, Rule 3).The cross-group selling rule is -- for purposes
of the sale of Amway products -- the equivalent of the Rule 4 prohibition on
selling non-Amway products, including Amway-related business support
materials, to distributors whom the selling distributor does not personally
sponsor.

49.
The FTC concluded that the cross-group selling rule was not an unreasonable
restraint of trade, but found that if the "restraints in the cross-group
selling . . . rule[] were horizontally agreed to or induced, rather than
vertically imposed by Amway on its distributors, the agreements would
probably be illegal per se as horizontal divisions of market.

50.
Rule 4 of Section B of the Rules of Conduct for Amway Distributors -- like
the cross-group selling rule -- is imposed by Amway as a term of every
distributor's agreement. As long as distributors abide by Rule 4, the
materials business, like Amway's consumer products business, is legal. The
Distributor Defendants, however, have begun to form horizontal divisions of
the business support materials market -- ignoring Rule 4 as applied through
the distributors' course of dealing and business practices. When these
horizontal agreements are used to engage in a group boycott, as these
Defendants are doing, the agreements constitute violations of the antitrust
laws.
 

The Relationship of the Parties

51.
The Plaintiffs and the Distributor Defendants are all members of one of
Amway's largest multi-level distributor networks (hereinafter referred to as
"the Amway Network"). Yager is one of the distributors at the top of the
Amway Network, which consists of hundreds of thousands of domestic and
international distributors.

52.
In the Amway Network line of sponsorship, Yager is up-line from Gooch, Gooch
is up-line from Childers and Childers is up-line from the Harts.

53.
Continuing down the Amway line of sponsorship, the Harts are up-line from
D'Amico and D'Amico is up-line from non-party James Nealis ("Nealis").Nealis
is up-line from Hayes.

54.
The Harts are up-line from Foley in a branch of the Hart Network separate
from the branch containing D'Amico and Hayes' networks. In the "Foley
branch" of the Hart Network, non-party Steve Woods ("Woods") is up-line from
Foley, Foley is up-line from Marin, and Marin is up-line from Rodriquez in
the line of distribution.

55.
The portion of the Amway Network involving the parties in this suit and the
relevant non-parties can be graphed as follows:

                                       Yager
                                         |
                                       Setzer
                                         |
                                       Gooch
                                         |
                                      Childers
                                         |
                           ------Brig and Lita Hart------
                           |                            |
                    non-party Woods                  D'Amico
                           |                            |
                         Foley                   non-party Nealis
                           |                            |
                         Marin                        Hayes
                           |
                       Rodriquez

56.
Yager takes advantage of his position at the top of the Amway Network to
schedule various Amway-related conferences, seminars, rallies, and major
functions, and to record these events and provide the cassette tape
recordings as business support materials to distributors in the Amway
Network.
 

57.
Yager derives a substantial portion of his income from the sale of business
support materials down the lines of distribution in the Amway Network. On
information and belief, over 70% of Yager's Amway-related income is derived
from the sale of business support materials, constituting $40,000,000.00 per year in gross income.
 

58.
Amway recognized the value of the materials-side of the Amway business more
than 14 years ago. Rich De Vos, one of the original Amway founders, in
January 1983, in a tape series entitled "Directly Speaking", addressed the
issue of major distributors earning more revenue from the materials business
than from the Amway business itself and expressed concern that certain
disreputable distributors would not recognize the lines of sponsorship:
 

    [W]e accept the fact that motivation is vital to this business. Good,
    honest motivation is important to the business. But, it must be
    motivation that builds the business -- not become a business in itself .
    . . . And, some of you have made it a business unto itself.

(Directly Speaking, Rich De Vos, Amway Cassette Series VAL-2150, Side A).

59.
The business support materials produced and sold by Yager and InterNET,
although Amway-related, are non-Amway products. Thus, these materials are
within the meaning of -- and subject to -- Rule 4 of Section B of the Rules
of Conduct of Amway Distributors.

60.
Through courses of dealing among the distributors in the Amway Network and
through their past business practices, the parties have agreed to adhere to
Rule 4 on a "Diamond-to-Diamond" basis in the market for business support
materials. In other words, the distributors in the Amway Network who
participate in the materials business have agreed that those distributors
who have achieved the "Diamond" status or higher in the Amway business shall
adhere to Rule 4 by not "going around" other Diamonds in the Amway lines of
sponsorship.

61.
Amway distributors achieve the "Diamond" status by sponsoring six qualified
groups that qualify at the maximum Performance Bonus level during at least
six months of the fiscal year. The Harts, Yager, Gooch, Foley, non-parties
Nealis and Woods, and all the Distributor Defendants have achieved at least
the Diamond status in Amway.

62.
All distributors above and below the Harts in the distribution line for
business support materials -- whether or not they have achieved the Diamond
status -- understand and recognize the implied agreements to adhere to Rule
4 on a Diamond-to-Diamond basis.

63.
In accordance with Rule 4 and the parties' implied agreements, the Diamond-
to-Diamond line of distribution begins with Yager and continues to Setzer.
Setzer International is obligated to provide business support materials only
to the Diamond immediately below him -- Gooch. Gooch is then to provide the
materials to Childers and Childers, in turn, to the Harts.

64.
Continuing down the Amway Network distribution line, under Rule 4 and the
parties' implied agreements, D'Amico's source for business support materials
is contractually limited to the Diamonds directly above him in the
distribution line -- the Harts. D'Amico is to then sell business support
materials only to the Diamond directly below him in the line of distribution
-- non-party Nealis. Nealis then sells the materials to Hayes, the Diamond
directly below Nealis in the line of distribution.

65.
In a separate branch of the Hart Network, the Harts are non-party Woods'
immediate up-line Diamond in the business support materials line of
distribution. Likewise, under Rule 4 and the parties' implied agreements,
Woods serves as Foley's immediate up-line Diamond, and Foley serves as
Marin's immediate up-line Diamond. Marin, in turn, serves as Rodriquez's
immediate up-line Diamond in the line of distribution for business support
materials.

66.
Thus, Rule 4 of the Rules of Conduct of Amway Distributors and the parties'
course of dealing and business practices limit the Diamond-to-Diamond
sales flow of non-Amway products, including InterNET business support
materials, to the following distribution method:

                                       Yager
                                         V
                                       Setzer
                                         V
                                       Gooch
                                         V
                                      Childers
                                         V
                           ------Brig and Lita Hart------
                           V                            V
                    non-party Woods                  D'Amico
                           V                            V
                         Foley                   non-party Nealis
                           V                            V
                         Marin                        Hayes
                           V
                       Rodriquez
 

67.
For several years the Defendants followed the distribution structure
mandated by Rule 4 and the distributors' implied agreements, applying Rule 4
on a Diamond-to-Diarnond basis as shown in the flow-chart above or making
alternative arrangements satisfactory to the Diamonds in the Amway Network.
 

Actions Giving Rise to Suit

Setzer, D'Amico, Hayes, Marin and Rodriquez's Violations of Rule 4

68.
Upon information and belief, Yager, individually and on behalf of InterNET,
and Setzer and Setzer International agreed that Setzer and Setzer
International would directly distribute to certain distributors in the Hart
Network -- in violation of Rule 4 and Setzer's other contractual duties --
business support materials that Yager and InterNET previously had agreed
would be sold through the Harts and their company, U-Can-II. The effect of
this agreement was to circumvent the Harts in violation of Rule 4.

69.
Setzer and Setzer International have been providing business support
materials to D'Amico, Hayes, Marin and Rodriquez, all of whom are
distributors in the Hart Network. In addition, D'Amico has assisted Setzer
in providing business support materials to Hayes in violation of Rule 4.
But, these Defendants have refused to account to U-Can-II for the volume of
business support materials purchased by D'Amico, Hayes, Marin and Rodriquez.
In most cases, Yager, InterNET, Setzer, and Setzer International have
refused to pay Plaintiffs anything for the volume of business support
materials purchased by D'Amico, Hayes, Marin and Rodriquez.

70.
Plaintiffs have notified Amway, Yager and Setzer that they do not consent to
Setzer's continued violation of Rule 4 and the distributors' implied
contracts, and that they do not consent to D'Amico, Hayes, Marin and
Rodriquez's involvement in Setzer's violations of these agreements. These
Defendants continue to ignore Plaintiffs' demands that Setzer, D'Amico,
Hayes, Marin and Rodriquez discontinue their wrongful actions.

71.
Yager, InterNET, Setzer, Setzer International, D'Amico, D'Amico
International, Hayes, Freedom Express, Marin, Marin & Associates, and
Rodriquez have not provided Plaintiffs with an accounting of the sales of
support materials to D'Amico, Hayes, Marin and Rodriquez and Plaintiffs
cannot determine the amount of compensation they are owed for Setzer and
Setzer International's actions.
 

Childers' Violations of Rule 4

72.
Upon information and belief, Yager, individually and on behalf of InterNET,
and Childers and TNT agreed that Childers and TNT would directly distribute
to certain distributors in the Hart Network -- in violation 6f Rule 4 and
Childers' other contractual duties -- business support materials that Yager
and InterNET previously had agreed would be sold through Plaintiffs and
their company, U-Can-II.  The effect of this agreement was to circumvent the
Harts in violation of Rule 4. Childers and TNT represented that they would
provide invoice statements to Plaintiffs, which statements would show the
volume of materials these distributors purchased. In addition, these
Defendants represented that they would pay Plaintiffs compensation based on
the volume of materials that distributors in the Hart Network purchased.
Childers and TNT made these representations by, among other things, the
United States phone lines and the United States mail.

73.
Childers and TNT have been providing business support materials to Foley.
But, upon information and belief, Childers and TNT have misrepresented to U-
Can-II the volume of business support materials purchased by Foley. And,
based upon these misrepresentations, Childers and TNT have not paid
Plaintiffs the full amount of compensation for the volume of support
materials purchased by distributors in the Hart Network.

74.
Childers has purported to compensate Plaintiffs for selling business support
materials to Foley and Foley & Co. in violation of Rule 4 and the
distributors' implied agreements. On information and belief, Yager,
InterNET, Childers, TNT, Foley, and Foley & Co. have not, however, provided
Plaintiffs with an accounting of Childers' sales to Foley and Foley & Co. so
that Plaintiffs can determine the amount of money they are owed for
Childers' sales to Foley in violation of Rule 4 and the distributors'
implied agreements.
 

Childers' Major Functions

75.
Childers, individually and on behalf of TNT, holds major functions
throughout the country, drawing tens of thousands of Amway distributors.

76.
Plaintiffs have marketed and promoted Childers' major functions, encouraging
the distributors in the Hart Network to attend. In addition, Plaintiffs have
sold tickets to Childers' major functions to the distributors in the Hart
Network.

77.
In violation of a course of dealing that has arisen through the past
business practices between high-level distributors who sponsor major events
-- including Childers -- and other distributors who have achieved at least
the Diamond level in Amway -- including the Harts -- Childers has refused to
properly compensate Plaintiffs for the number of distributors in the Hart
Network that Plaintiffs have sent to Childers' major functions.
 
 

Amway

78.
Plaintiffs repeatedly have notified Amway of the Distributor Defendants'
violations of Rule 4 of Section B of the Rules of Conduct of Amway
Distributors. Yet, Amway has refused to enforce Rule 4.

79.
On information and belief, Amway refuses to enforce Rule 4 against the
Distributor Defendants for fear that Yager and his down-line distributors
will leave the Amway System, which would significantly harm Amway.
 

Conspiracy Among Distributor Defendants

80.
Setzer and Childers conspired to cut Plaintiffs out of the Amway-related
business support materials business by engaging in improper, fraudulent or
illegal conduct.

81.
On information and belief, in furtherance of and as part of their
conspiracy, Setzer and Childers developed business relations with, among
others, D'Amico, Hayes, Foley, Marin and Rodriquez -- all of whom are in the
Hart Network -- and invited, among others, D'Amico, Hayes, Marin and
Rodriquez, to join their conspiracy to cut Plaintiffs out of the Amway-
related business support materials business.

82.
On information and belief, in furtherance of and as part of the conspiracy,
Setzer, Setzer International, Childers and TNT misrepresented to Plaintiffs
the volume of materials that Childers and Setzer were directly distributing
to distributors in the Hart Network.

83.
In furtherance of and as part of the conspiracy, Setzer, Setzer
International, Childers and TNT misrepresented to Plaintiffs the amount of
profits they were making on business support materials, and specifically on
materials Setzer and Childers directly distributed to distributors
in the Hart Network.

84.
In furtherance of and as part of the conspiracy, Childers induced Plaintiffs
to allow TNT to directly distribute business support materials to
distributors in the Hart Network in exchange for purported compensation that
was to be based upon the volume of business support materials that TNT
supplied to distributors in the Hart Network.

85.
On information and belief, in furtherance of and as part of the conspiracy,
Childers and TNT provided false and incomplete invoice statements to the
Plaintiffs, which statements understated the volume of business support
materials purchased by the distributors in the Hart Network.

86.
On information and belief, in furtherance of and as part of the conspiracy,
D'Amico, Hayes, Marin and Rodriquez also misrepresented to and/or concealed
from Plaintiffs the volume of business support materials purchased by
certain distributors in the Hart Network.

87.
By utilizing the business and personal relationships developed through their
direct provision of business support materials to distributors in the Hart
Network, Setzer and Childers, implicitly and explicitly conspired with one
another and with, among others, D'Amico, Hayes, Marin and Rodriquez to
boycott Plaintiffs' business support materials business by agreeing that
Setzer and Childers would cut Plaintiffs out of the Amway-related business
support materials market by refusing to provide Plaintiffs with business
support materials and/or by engaging in unfair business practices with the
purpose of misappropriating the Hart Network for the sale of business
support materials.

88.
On information and belief, Setzer and Childers may have enlisted in some way
Yager and InterNET's assistance in furthering the Distributor Defendants'
conspiracy.
 

                                             COUNT I
                                     VIOLATION OF CIVIL RICO
                                  BY THE DISTRIBUTOR DEFENDANTS

89.
Plaintiffs reallege and incorporate by reference Paragraphs I through 88
above as if they were set forth fully herein.

90. Setzer, Childers, D'Amico, Hayes, Marin and Rodriquez are "persons" as
that term is defined in 18 U.S.C. § 1961.

91.
The association-in-fact of Setzer International, TNT, D'Amico International,
Freedom Express, Marin & Associates, and the company operated by Rodriquez,
in the business support materials line of distribution in the Amway Network
is an "enterprise" as that term is defined in 18 U.S.C. § 1961. This
enterprise is engaged in and affects interstate commerce.

92.
In violation of 18 U.S.C. § 1962(c), Setzer, Childers, D'Amico, Hayes, Marin
and Rodriquez as persons associated with an enterprise participated in the
affairs of the enterprise through a pattern of racketeering activity
consisting of wire fraud (18 U.S.C. § 1343) and mail fraud (18 U.S.C. §
1341). On information and belief, these Defendants' participation in the
affairs of the enterprise consisted of -- among other things to be proven at
trial -- the following:

    a. guiding, managing, directing or otherwise exercising control over the
affairs of the enterprise;

    b. fraudulently misrepresenting to, and/or concealing from, Plaintiffs the
volume of business support materials that Setzer and Childers directly
provided to distributors in the Hart Network so as to further the
enterprise's purpose of misappropriating Plaintiffs' Amway-related
materials business;

    c. using the United States telephone system to communicate false and
misleading information to Plaintiffs in order to further the purposes of the
enterprise; and

    d. using the United States mail system to communicate false and
misleading information to Plaintiffs in order to further the purposes of the
enterprise.

93.
On information and belief, the pattern of racketeering activity that Setzer,
Childers, D'Amico, Hayes, Marin and Rodriquez have engaged in consists of
wire fraud (18 U.S.C. § 1343) and mail fraud (18 U.S.C. § 1341). The
Distributor Defendants have perpetrated the fraud through direct telephone
communications, the Amvox telephone voice mail system, and the United States
mail system, pursuant to and for the purpose of executing these Defendants'
scheme to defraud the Plaintiffs by communicating false and fraudulent
information, including but not limited to the following:

    a. statements that fraudulently represented that the Distributor
Defendants were abiding by the prohibition -- in Rule 4 of Section B of the
Rules of Conduct for Amway distributors as applied by the distributors
through their implied agreements -- against selling business support
materials to any Amway "Diamond" distributor who is not directly below the
Defendants in the distribution line;

    b. statements that fraudulently represented that certain payments made
by TNT and Setzer International were proper compensation for the volume of
business support materials that these Defendants were directly distributing
to certain distributors in the Hart Network;

    c. statements that fraudulently represented the profits Setzer, Setzer
International, Childers, and TNT were making on the distribution of certain
business support materials so as to conceal the Distributor Defendants'
scheme to cut Plaintiffs out of the network by directly distributing
business support materials to distributors in the Hart Network; and

d. statements and omissions made by all Distributor Defendants that
fraudulently represented and/or concealed the volume of business support
materials that Setzer International, and TNT provided to certain
distributors in the Hart Network.

94.
On information and belief, the pattern of wire and mail fraud that Setzer,
Childers, D'Amico, Hayes, Marin and Rodriquez have engaged in includes,
among other things, the following:

    a. direct telephone communications to Plaintiffs and their agents, made
by and caused to be made by Setzer and Childers, regarding their compliance
with Rule 4 of Section B of the Rules of Conduct for Amway distributors and
the distributors' implied contracts regarding adherence to Rule 4 on a
Diamond-to-Diamond basis;

    b. numerous mailings of InterNET's business support materials to the
Hart Network of Amway distributors, which mailings were made by and caused
to be made by Setzer, Setzer International, Childers, and TNT;

    c. numerous mailings to Plaintiffs and their agents, which mailings were
made by and caused to be made by Setzer, Setzer International, Childers, and
TNT, regarding the volume of Amway-related business support materials that
these Defendants were directly distributing to certain distributors in the
Hart Network; and

    d. numerous direct telephone communications to Plaintiffs and their
agents, made by and caused to be made by the Distributor Defendants,
regarding the volume of Amway-related business support materials that
Setzer, Setzer International, Childers, and TNT were directly distributing
to certain distributors in the Hart Network.

95.
The Distributor Defendants' participation in the affairs of the enterprise
through a pattern of racketeering activity have continued throughout the
relevant time period, and threatens to continue into the future with the
same pattern of repetition, posing a threat of continuing harm to
Plaintiffs' business and property.

96.
Plaintiffs have been injured and continue to be injured in their business
and property -- both in their Amway business and in their Amway-related
business support materials distribution business -- by reason of the
Distributor Defendants' foregoing pattern of racketeering activity in
violation of 18 U.S.C. § 1962(c) in an amount exceeding $50,000,000.00.
Plaintiffs are entitled to recover this sum, additional damages proven at
trial of this matter, treble the amount of these damages, plus costs,
interest and reasonable attorneys' fees from the Distributor Defendants for
their RICO violations.
 

                                            COUNT II
                                CONSPIRACY TO VIOLATE CIVIL RICO
                                  BY THE DISTRIBUTOR DEFENDANTS

97.
Plaintiffs reallege and incorporate by reference Paragraphs 1 through 96
above as if they were set forth fully herein.

98.
On information and belief, in violation of 18 U.S.C. § 1962(d), Setzer,
Setzer International, Childers, TNT, D'Amico, D'Amico International, Hayes,
Freedom Express, Marin, Marin & Associates, and Rodriquez conspired to
violate 18 U.S.C. § 1962(c). Specifically, these Defendants agreed to commit
predicate acts of mail and wire fraud described in 11 9394 of this Complaint
with knowledge that such arts were part of a pattern of racketeering
activity.

99.
On information and belief, the RICO conspiracy was composed of Setzer,
Setzer International, Childers, TNT, D'Amico, D'Amico International, Hayes,
Freedom Express, Marin, Marin & Associates, and Rodriquez, and had as its
objective the destruction of Plaintiffs' Amway-related business support
materials business and the misappropriation of the Hart Network of Amway
distributors so that these Defendants could continue and perpetuate the
conspiracy for their own financial gain.

100.
On information and belief, in furtherance of the RICO conspiracy, Setzer,
Setzer International, Childers, TNT, D'Amico, D'Amico International, Hayes,
Freedom Express, Marin, Marin & Associates, and Rodriquez communicated to
Plaintiffs and their agents false and fraudulent information and/or failed
to disclose and omitted material information, including but not limited to
the following:

    a. statements that fraudulently represented that the Distributor
Defendants were abiding by the prohibition -- in Rule 4 of Section B of the
Rules of Conduct for Amway distributors as applied by the distributors
through their implied agreements -- against selling business support
materials to any Amway "Diamond" distributor who is not directly below the
Defendants in the distribution line;

    b. statements that fraudulently represented that certain payments made
by Setzer, Setzer International, Childers, and TNT were proper compensation
for the volume of business support materials that these Defendants were
directly distributing to certain distributors in the Hart Network;

    c. statements that fraudulently represented the amount of profits
Setzer, Setzer International, Childers, and TNT were making on the
distribution of business support materials so as to conceal their scheme to
cut Plaintiffs out of the network by directly distributing business
support materials to distributors in the Hart Network; and

    d. statements and omissions made by the Distributor Defendants that
fraudulently represented and/or concealed the volume of business support
materials that InterNET, Setzer International, and TNT provided to the
distributors in the Hart Network.

101.
The RICO conspiracy threatens to continue into the future with a threat of
repetition, posing a threat of continuing harm to Plaintiffs' business and
property.

102.
Plaintiffs have been injured and continue to be injured in their business
and property -- both in their Amway business and in their Amway-related
business support materials distribution business -- by reason of the
Distributor Defendants' foregoing RICO conspiracy in violation of 18 U.S.C.
§ 1962(d) in an amount exceeding $50,000,000.00. Plaintiffs are entitled to
recover this sum, additional damages proven at trial of this matter, treble
the amount of these damages, plus costs, interest and reasonable attorneys'
fees from the Distributor Defendants for their RICO violations.
 

                                            COUNT III
                                       BREACH OF CONTRACT

103.
Plaintiffs reallege and incorporate by reference Paragraphs I through 102
above as if they were set forth fully herein.
 

First Claim Against Setzer

104.
Pursuant to the various agreements between Setzer and Amway, including the
Amway Distributor Application, the Amway Business Reference Manual and the
Amway Business Compendium, Setzer agreed not to sell business support
materials to any Amway distributor whom he does not personally sponsor.
Setzer also agreed not to entice or solicit another Amway distributor whom
he does not personally sponsor to sell business support materials.

105.
Pursuant to the various implied agreements between Setzer and the other
distributors above and below the Harts in the Amway Network, Setzer agreed
not to "go around" another distributor who has at least achieved the Diamond
status in Amway -- including the Harts -- to sell business support materials
to down-line distributors in the Amway Network.

106.
Despite his contractual obligations, Setzer, individually and on behalf of
Setzer International, in February 1994 enticed and solicited D'Amico -- a
distributor in the Hart Network -- to order his business support materials
from Setzer rather than from the Harts. Setzer has been selling business
support materials directly to D'Amico and D'Amico International since 1994
and continues to sell such materials to D'Amico and D'Amico International.
Setzer has engaged in this wrongful action despite the presence of the
Harts, Childers, and Gooch -- all of whom have at least achieved a Diamond
status in Amway -- between Setzer and D'Amico in the Amway Network line of
distribution.

107.
Setzer's inducement of D'Amico to purchase and sell business support
materials and Setzer's sale of business support materials to D'Amico
breaches Setzer's contract with Amway and his implied contracts with the
other distributors, including the Plaintiffs, in the line of distribution.

108.
Setzer and Amway explicitly provided in their various agreements, and
specifically in the Rules of Conduct contained in the Amway Business
Reference Manual and the Amway Business Compendium, that all Amway
distributors are third-party intended beneficiaries of Setzer's
agreements with Amway. For instance, the Introduction to the Rules of
Conduct of Amway Distributors provides that the "Rules are designed to
preserve the benefits available to all independent distributors under the
Amway Sales and Marketing Plan."

109.
The Harts are members of the group of "all independent distributors" of
Amway who are intended beneficiaries of Setzer's agreement with Amway.

110.
Plaintiffs have been damaged by Setzer's breach of his obligations under his
agreements with Amway in an amount exceeding $50,000,000-00 and are entitled
to recover this sum, additional damages proven at trial of this matter, plus
costs and interest from Setzer and Setzer International for this breach of
Setzer's agreement with Amway.

111.
Plaintiffs have been damaged by Setzer's breach of his obligations under his
agreements with Amway in an amount exceeding $50,000,000.00 and are entitled
to recover this sum, additional damages to be proven at trial of this
matter, plus costs and interest from Setzer and Setzer International for
this breach of Setzer's agreements with Amway.
 

Second Claim Against Setzer

112.
Sometime within the last year, Setzer, individually and on behalf of Setzer
International, also induced Marin -- a distributor in the Hart Network -- to
order business support materials directly through Setzer rather than from
the Harts. Setzer has been selling business support materials directly to
Marin and continues to sell such materials to Marin and Marin & Associates.
Setzer has engaged in this wrongful action despite the presence of the
Harts, Gooch, Childers, Foley, and non-party Woods -- all of whom have at
least achieved a Diamond status in Amway -- between Setzer and Marin in the
distribution line.

113.
Setzer's inducement of Marin to directly purchase business support materials
and Setzer's sale of business support materials to Marin breaches Setzer's
contract with Amway and his implied contracts with the other distributors in
the line of distribution, including the Plaintiffs.

114.
Plaintiffs have been damaged by Setzer's breach of his obligations under his
agreements with Amway in an amount exceeding $50,000,000.00 and are entitled
to recover this sum, additional damages to be proven at trial of this
matter, plus costs and interest from Setzer and Setzer International for
this breach of Setzer's agreement with Amway.
 

Claim Against Setzer and D'Amico

115.
Pursuant to the various agreements between D'Amico and Amway, including the
Amway Distributor Application, the Amway Business Reference Manual and the
Amway Business Compendium, D'Amico agreed not to sell business support
materials to any Amway distributor whom he does not personally sponsor.
D'Amico also agreed not to entice or solicit another Amway distributor whom
he does not personally sponsor to sell business support materials.

116.
Pursuant to the various implied agreements between D'Amico and the other
distributors above and below the Harts in the Amway Network, D'Amico agreed
not to "go around" another distributor who has at least achieved the Diamond
status in Amway -- including the Harts -- to sell business support materials
to down-line distributors in the Amway Network.

117.
D'Amico and Amway explicitly provided in their various agreements, and
specifically in the Rules of Conduct contained in the Amway Business
Reference Manual and the Amway Business Compendium, that all Amway
distributors are third-party intended beneficiaries of D'Amico's agreements
with Amway. For instance, the Introduction to the Rules of Conduct of
Amway Distributors provides that the "Rules are designed to preserve the
benefits available to all independent distributors under the Amway Sales and
Marketing Plan."

118.
The Harts are members of the group of "all independent distributors" of
Amway who are intended beneficiaries of D'Amico's agreement with Amway.

119.
Despite their contractual obligations, sometime in January 1997, Setzer and
D'Amico, individually and on behalf of their respective companies, Setzer
International and D'Amico International, induced Hayes -- a distributor in
the Hart Network -- to directly purchase business support materials from
Setzer through D'Amico. Setzer and D'Amico have been selling business
support materials to Hayes and Freedom Express, since January 1997 and
continue to sell such materials to Hayes and Freedom Express. Setzer and
D'Amico have engaged in this wrongful action despite the presence of the
Harts, Childers, Gooch, and non-party Nealis -- all of whom have at least
achieved a Diamond status in Amway -- between Setzer and D'Amico, and Hayes
in the Amway Network line of distribution.

120.
Setzer and D'Amico's inducement of Hayes to directly purchase business
support materials and Setzer and D'Amico's sale of business support
materials to Hayes breaches these Defendants' contracts with Amway and their
implied contracts with the other distributors' in the line of distribution,
including the Plaintiffs.

121.
Plaintiffs have been damaged by Setzer and D'Amico's breaches of their
obligations under their agreements with Amway in an amount to be proven at
trial of this matter, and are entitled to recover this sum, plus costs and
interest from Setzer, Setzer International, D'Amico and D'Amico
International for these breaches of Setzer and D'Amico's agreements with
Amway.
 

Claim Against Childers

122.
Pursuant to the various agreements between Childers and Amway, including the
Amway Distributor Application, the Amway Business Reference Manual and the
Amway Business Compendium, Childers agreed not to sell business support
materials to any Amway distributor whom he does not personally sponsor.
Childers also agreed not to induce another Amway distributor whom he does
not personally sponsor to sell business support materials.

123.
Pursuant to the various implied agreements between Childers and the other
distributors above and below the Harts in the Amway Network, Childers agreed
not to "go around" another distributor who has at least achieved the Diamond
status in Amway -- including the Harts -- to sell business support materials
to down-line distributors in the Amway Network.

124.
Despite his contractual obligations, Childers, individually and on behalf of
Defendant TNT, has induced and continues to induce Foley -- an Amway
distributor in the Hart Network -- to purchase business support materials
directly through Childers. Childers has been selling business support
materials to Foley and Foley & Co. and continues to sell such materials to
Foley and Foley & Co. Childers has engaged in this wrongful action despite
the presence of the Harts and non-party Woods -- all of whom have at least
achieved a Diamond status in Amway -- between Childers and Foley in the
Amway Network line of sponsorship.

125.
Childers' inducement of Foley to purchase business support materials and
Childers' sale of business support materials to Foley breaches Childers'
contract with Amway and his implied contracts with the other distributors in
the line of distribution, including the Plaintiffs.

126.
Childers and Amway explicitly provided in their various agreements, and
specifically in the Rules of Conduct contained in the Amway Business
Reference Manual and the Amway Business Compendium, that all Amway
distributors are third-party intended beneficiaries of Childers' agreements
with Amway. For instance, the Introduction to the Rules of Conduct of Amway
Distributors provides that the "Rules are designed to preserve the benefits
available to all independent distributors under the Amway Sales and
Marketing Plan."

127.
The Harts are members of the group of "all independent distributors" of
Amway who are intended beneficiaries of Childers' agreement with Amway.

128.
Plaintiffs have been damaged by Childers' breach of his obligations under
his agreements with Amway in an amount exceeding $50,000,000.00 and are
entitled to recover this sum, additional damages proven at trial of this
matter, plus costs and interest from Defendant Childers and TNT for this
breach of Childers' agreement with Amway.
 
 

                                            COUNT IV
                                   BREACH OF IMPLIED CONTRACT

129.
Plaintiffs reallege and incorporate by reference Paragraphs 1 through 128
above as if they were set forth fully herein.

130.
Rule 4 of the Rules of Conduct of Amway Distributors imposes a multilevel
marketing structure for the acquisition and re-sale of business support
materials from the top of an Amway Network's line of distributors down
through to the bottom of the line of distributors.

131.
For several years, the Distributor Defendants recognized and respected the
distribution structure that Rule 4 imposed in the business support materials
market on a Diamond-to-Diamond basis. Through a course of dealing and
through business practices over this period of time, business and
distributor relationships were formed and implied agreements for the
distribution and sale of business support materials were created along
network lines between Diamond-level distributors in the Amway Network.
Pursuant to these implied agreements, the Amway distributors agreed not to
"go around" another distributor who has at least achieved the Diamond status
in Amway to sell business support materials to down-line distributors in the
Amway Network.

132.
The Defendants are each aware of the various implied agreements among the
distributors in the Amway Network for distribution of business support
materials.
 

First Claim Against Setzer

133.
Pursuant to the various implied agreements described above, Setzer agreed
not to sell InterNET's business support materials outside the lines of the
Amway Network, except on a Diamond-to-Diamond basis.

134.
Despite his contractual and other obligations, Setzer, individually and on
behalf of Setzer International, in 1994 enticed and solicited D'Amico -- an
Amway distributor in the Hart Network -- to purchase InterNET's business
support materials directly through Setzer. Setzer has been selling these
materials to D'Amico and D'Amico International, since 1994 and continues to
sell such materials to D'Amico and D'Amico International. Setzer has engaged
in this wrongful action despite the presence of the Harts, Childers and
Gooch -- all of whom have at least achieved a Diamond status in Amway --
between Setzer and D'Amico in the Amway Network line of sponsorship.

135.
Setzer's inducement of D'Amico to purchase InterNET's business support
materials and Setzer's sale of such materials to D'Amico breaches Setzer's
implied agreements with the distributors in the Amway Network, including the
Harts.

136.
Plaintiffs have been damaged by Setzer's breach of his obligations under
his agreements with the distributors in the Amway Network in an amount
exceeding $50,000,000.00 and are entitled to recover this sum, additional
damages proven at trial of this matter, plus costs and interest from Setzer
and Setzer International for this breach of Setzer's agreements.
 

Second Claim Against Setzer

137.
Despite his contractual obligations, Setzer, individually and on behalf of
Setzer International, within the last year, induced Marin -- an Amway
Distributor in the Hart Network -- to purchase InterNET's business support
materials directly through Setzer. Setzer has been selling these materials
to Marin and Marin & Associates and continues to sell such materials to
Marin and Marin & Associates. Setzer has engaged in this wrongful action
despite the presence of the Harts, Gooch, Childers, Foley, and non-party
Woods -- all of whom have at least achieved a Diamond status in Amway --
between Setzer and Marin in the distribution line.

138.
Setzer's inducement of Marin to purchase InterNET's business support
materials and Setzer's sale of such materials to Marin breaches Setzer's
implied agreements with the distributors in the Amway Network, including the
Harts.

139.
Plaintiffs have been damaged by Setzer's breach of his obligations under his
agreements with the distributors in the Amway Network in an amount exceeding
$50,000,000.00 and are entitled to recover this sum, additional damages
proven at trial of this matter, plus costs and interest from Setzer and
Setzer International for this breach of Setzer's agreements.
 

Claim Against Setzer and D'Amico

140.
Pursuant to the various implied agreements described above, D'Amico also
agreed not to sell InterNET's business support materials outside the lines
of the Amway Network, except on a Diamond-to-Diamond basis.

141.
Despite their contractual obligations, Setzer and D'Amico, individually and
on behalf of their companies, Setzer International and D'Amico
International, in January 1997, induced Hayes -- an Amway distributor in the
Hart Network -- to purchase InterNET's business support materials from
Setzer through D'Amico. Setzer and D'Amico have been selling these materials
to Hayes and Defendant Freedom Express, since January 1997 and continue to
sell such materials to Hayes and Freedom Express. Setzer and D'Amico have
engaged in this wrongful action despite the presence of the Harts, Childers,
Gooch, and non-party Nealis -- all of whom have at least achieved a Diamond
status in Amway -- between Setzer and D'Amico, and Hayes, in the Amway
Network line of sponsorship.

142.
Setzer and D'Amico's inducement of Hayes to purchase InterNET's business
support materials and Setzer and D'Amico's sale of such materials to Hayes
breathes Setzer and D'Amico's implied agreements with the distributors in
the Yager Network, including the Harts.

143.
Plaintiffs have been damaged by Setzer and D'Amico's breathes of their
obligations under their agreements with the distributors in the Amway
Network in an amount to be proven at trial of this matter, and are entitled
to recover this sum, plus costs and interest from Setzer, Setzer
International, D'Amico and D'Amico International for breaches of Setzer and
D'Amico's agreements.
 

Claim Against Childers

144.
Pursuant to the various implied agreements described above, Childers agreed
not to sell InterNET's business support materials to distributors outside
the lines of the Amway Network, except on a Diamond-to-Diamond basis.

145.
Despite his contractual obligations, Childers, individually and on behalf of
TNT has induced Foley -- an Amway distributor in the Hart Network -- to
purchase InterNET's business support materials from Childers. Childers has
been selling these materials to Foley, individually and on behalf of Foley &
Co. and continues to sell such materials to Foley and Foley & Co. Childers
has engaged in this wrongful action despite the presence of the Harts and
non-party Woods -- all of whom have at least achieved a Diamond status in
Amway -- between Childers and Foley in the Amway Network line of
distribution.

146.
Childers' inducement of Foley to purchase InterNET's business support
materials and Childers' sale of such materials to Foley breaches Childers'
implied agreements with the distributors in the Amway Network, including the
Harts.

147.
Plaintiffs have been damaged by Childers' breach of his obligations under
his agreements with the distributors in the Amway Network in an amount
exceeding $50,000,000.00 and are entitled to recover this sum, additional
damages proven at trial of this matter, plus costs and interest from
Childers and TNT for this breach of Childers' agreements.
 

Quantum Meruit Claims Against Distributor Defendants

148.
Throughout the course of the Parties' relationships, the Distributor
Defendants have urged Plaintiffs to "advertise" their business support
materials and to encourage down-line distributors in the Hart Network to
purchase InterNET products. Plaintiffs are entitled to be compensated for
these sales efforts under the doctrine of quantum meruit, as well as under
the implied agreements described above.
 

                                             COUNT V
                          TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS

149.
Plaintiffs reallege and incorporate by reference Paragraphs I through 148
above as if they were set forth fully herein.

150.
Amway's multi-level marketing structure creates a network of business
relationships between a distributor and his or her up-line sponsor, the up-
line sponsor's sponsor, and so forth, forming an up-line of distributors.
Likewise, the Amway structure creates a network of business relationships
between a distributor and his or her down-line recruits, the down-line
recruits' recruits, and so forth, forming a valuable down-line of
distributors. These business networks result from investment of time, money
and effort over a lengthy period of time by a distributor and are extremely
valuable assets.

151.
Rule 4 of the Rules of Conduct of Amway Distributors imposes an identical
multi-level marketing structure for the acquisition and re-sale of non-Amway
products from the top of a line of distributors down through to the bottom
of the line of distributors.

152.
Through a course of dealing and past business practices among the
distributors in the Amway Network, Rule 4 has been applied to impose this
distribution structure on a Diamond-to-Diamond basis through the line of
distribution in the Amway Network.

153.
Various business relationships exist in the line of distribution for
business support materials. The Harts currently have, or have had, business
relationships with their up-line and down-line Diamond-level distributors in
the line of distribution for business support materials.

154.
The Defendants are each aware of the various business relationships existing
among the distributors in the network for distribution of business support
materials.
 

First Claim Against Setzer

155.
Setzer, individually and on behalf of Setzer International, willfully
induced D'Amico and D'Amico International to sever their business
relationships with the Plaintiffs by inducing D'Amico and D'Amico
International to purchase business support materials through Setzer and
Setzer International in violation of Rule 4 of the Rules of Conduct of Amway
Distributors as applied on a Diamond-to-Diamond basis through the parties'
course of dealing and past business practices.

156.
Plaintiffs have been damaged by Setzer's tortious conduct in an amount
exceeding $50,000,000.00 and are entitled to recover this sum, additional
damages to be proven at trial of this matter, sufficient punitive damages to
deter Setzer and Setzer International from similar future conduct, plus
costs and interest from Setzer and Setzer International.
 

Second Claim Against Setzer

157.
Setzer, individually and on behalf of Setzer International, willfully
induced Marin and Marin & Associates to sever their business relationships
with the Plaintiffs and with Foley and Foley & Co., by inducing Marin and
Marin & Associates to purchase business support materials through Setzer and
Setzer International in violation of Rule 4 of the Rules of Conduct of Amway
Distributors as applied on a Diamond-to-Diamond basis through the parties'
course of dealing and past business practices.

158.
Plaintiffs have been damaged by Setzer's tortious conduct in an amount
exceeding $50,000,000.00 and are entitled to recover this sum, additional
damages to be proven at trial of this matter, sufficient punitive damages to
deter Setzer and Setzer International from similar future conduct, plus
costs and interest from Setzer and Setzer International.
 

Claim Against Setzer and D'Amico

159.
Setzer and D'Amico, individually and on behalf of their companies, Setzer
International and D'Amico International, willfully induced Hayes and Freedom
Express to sever their business relationships with the Plaintiffs by
inducing Hayes and Freedom Express to purchase business support materials
from Setzer and Setzer International through D'Amico and D'Amico
International in violation of Rule 4 of the Rules of Conduct of Amway
Distributors as applied on a Diamond-to-Diamond basis through the parties'
course of dealing and business practices.

160.
Plaintiffs have been damaged by Setzer and D'Amico's tortious conduct in an
amount to be proven at trial of this case, and are entitled to recover this
sum, sufficient punitive damages to deter Setzer, Setzer International,
D'Amico, and D'Amico International from similar future conduct, plus costs
and interest from Setzer, Setzer International, D'Amico, and D'Amico
International.
 

Claim Against Childers

161.
Childers, individually and on behalf of TNT, willfully induced Foley and
Foley & Co. to sever their business relationships with the Plaintiffs by
continuing to induce Foley and Foley & Co. to purchase business support
materials through Childers and TNT in violation of Rule 4 of the Rules of
Conduct of Amway Distributors as applied on a Diamond-to-Diamond basis
through the parties' course of dealing and past business practices.

162.
Plaintiffs have been damaged by Childers' tortious conduct in an amount
exceeding $50,000,000.00 and are entitled to recover this sum, additional
damages to be proven at trial of this matter, sufficient punitive damages to
deter Childers and TNT from similar future conduct, plus costs and interest
from Childers and TNT.
 

                                            COUNT VI
                        TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS

163.
Plaintiffs reallege and incorporate by reference Paragraphs I through 162
above as if they were set forth fully herein.
 

D'Amico

164.
D'Amico, at all times relevant to this Complaint, was aware that Setzer had
executed various agreements with Amway and had formed various implied
agreements with Amway distributors -- including the Harts -- for the
distribution of business support materials. D'Amico was also aware that
pursuant to those agreements, Setzer had agreed not to "go around" another
distributor who has at least achieved the Diamond status in Amway to sell
business support materials to other distributors down the Amway line of
sponsorship.

165.
Despite his knowledge of Setzer's contractual obligations, D'Amico,
individually and on behalf of D'Amico International, willfully and
intentionally procured a breach of Setzer's agreements with Amway and the
Amway distributors participating in the business support materials business
-- including the Harts -- by purchasing business support materials from
Setzer. D'Amico continues to purchase business support materials from Setzer
and Setzer International.

166.
Plaintiffs have been damaged by D'Amico's tortious interference with
Setzer's agreements with Amway and his implied agreements with the Amway
distributors in the Amway Network -- including the Harts -- for the
distribution of business support materials, in an amount to be proven at
trial of this case, and are entitled to recover this sum, sufficient
punitive damages to deter D'Amico and D'Amico International from similar
future conduct, plus costs and interest from these Defendants for tortiously
interfering with Setzer's agreements.
 

Hayes

167.
Hayes, at all times relevant to this Complaint, was aware that Setzer and
D'Amico had executed various agreements with Amway and had formed various
implied agreements with Amway distributors -- including the Harts -- for the
distribution of business support materials. Hayes was also aware that
pursuant to those agreements, Setzer and D'Amico had agreed not to "go
around" another distributor who has at least achieved the Diamond status in
Amway to sell business support materials to other distributors down the
Amway line of sponsorship.

168.
Despite his knowledge of Setzer and D'Amico's contractual obligations,
Hayes, individually and on behalf of Freedom Express, willfully and
intentionally procured breaches of Setzer and D'Amico's agreements with
Amway and the support materials business -- including the Harts -- by
purchasing business support materials from Setzer through D'Amico. Hayes
continues to purchase business support materials from Setzer and Setzer
International through D'Amico and D'Amico International.

169.
Plaintiffs have been damaged by Hayes' tortious interference with Setzer and
D'Amico's agreements with Amway and their implied agreements with the Amway
distributors -- including the Harts -- for the distribution of business
support materials, in an amount to be determined at trial of this case, and
are entitled to recover this sum, sufficient punitive damages to deter Hayes
and Freedom Express from similar future conduct, plus costs and interest
from these Defendants for tortiously interfering with Setzer and D'Amico's
agreements.
 

Marin and Rodriquez

170.
Marin and Rodriquez, at all times relevant to this Complaint, were aware
that Setzer had executed various agreements with Amway and had formed
various implied agreements with Amway distributors -- including the Harts --
for the distribution of business support materials. Marin and Rodriquez were
also aware that pursuant to those agreements, Setzer had agreed not to "go
around" another distributor who has at least achieved the Diamond status in
Amway to sell business support materials to other distributors down the
Amway line of sponsorship.

171.
Despite their knowledge of Setzer's contractual obligations, Marin and
Rodriquez, individually and on behalf of Marin & Associates and a company to
be named by Plaintiffs through amendment, willfully and intentionally
procured a breach of Setzer's agreements with Amway and the Amway
distributors participating in the business support materials business --
including the Harts -- by agreeing that they would approach Setzer and
procure Setzer's sale of business support materials to Marin. Marin
continues to purchase business support materials from Setzer and Setzer
International.

172.
Plaintiffs have been damaged by Marin and Rodriquez's tortious interference
with Setzer's agreements with Amway and his implied agreements with the
Amway distributors in the Amway Network -- including the Harts -- for the
distribution of business support materials, in an amount to be proven at
trial in this case, and are entitled to recover this sum, sufficient
punitive damages to deter these Defendants from similar future conduct, plus
costs and interest from these Defendants for tortiously interfering with
Setzers' agreements.
 

                                            COUNT VII
                             VIOLATION OF THE SHERMAN ANTITRUST ACT

173.
Plaintiffs reallege and incorporate by reference Paragraphs I through 172
above as if they were set forth fully herein.

174. The unreasonable restraint of trade alleged herein occurred in the
market for Amway-related business support materials for use in training and
motivating Amway distributors in the Amway Network.

175.
Yager takes advantage of his position near the top of the Amway Network to
organize and hold Amway rallies, seminars, and major functions. Yager,
individually and on behalf of InterNET, records, and obtains recordings of,
these events and produces cassette tapes and videos for sale to Amway
distributors in the Amway Network.

176.
InterNET is the primary manufacturing source for the Amway-related business
support materials that the Harts -- and all other distributors down-line
from Yager in the Amway Network -- purchase for re-sale to other
distributors in the Amway Network.

177.
Setzer, Setzer International, Childers, TNT, D'Amico, D'Amico International,
Hayes, Freedom Express, Marin, Marin & Associates, and Rodriquez have
refused to recognize and abide by the distribution arrangement imposed on
the sale of InterNET's business support materials by Rule 4 of Section B of
the Rules of Conduct for Amway Distributors, as applied on a Diamond-to-
Diamond basis in accordance with the parties' course of dealing and past
business practices.

178.
The Distributor Defendants' refusal to recognize and abide by this
distribution arrangement creates a market structure for the sale of business
support materials in which the Plaintiffs are horizontal competitors of
Setzer, Setzer International, Childers, TNT, D'Amico, D'Amico International,
Hayes, Freedom Express, Marin, Marin & Associates, and Rodriquez for
InterNET's business support materials.

179.
Competition in the market for business support materials was unreasonably
restrained by the Distributor Defendants' agreement, combination, and/or
conspiracy to -- as a group -- boycott Plaintiffs in this market.

180.
Although InterNET has in the past offered to directly provide the Plaintiffs
with business support materials, the Plaintiffs are contractually prohibited
from "going around" Setzer and Childers to purchase materials from InterNET.
Thus, Plaintiffs' only source for InterNET business support materials is
their immediate up-line Diamond -- Childers.

181.
Thus, Childers' agreement, combination, and/or conspiracy with the other
Distributor Defendants to boycott Plaintiffs in the market for InterNET
business support materials threatens to eliminate Plaintiffs from this
market.

182.
The Distributor Defendants have engaged, and are engaging, in a group
boycott of Plaintiffs in the market for business support materials for the
purpose of, among other things, misappropriating and taking-over the Hart's
business support materials network.

183.
The Distributor Defendants' agreement, combination, and/or conspiracy to
engage in a group boycott of Plaintiffs in the Amway-related business
support materials market constitutes a combination or conspiracy that
unreasonably restrains, hinders, frustrates, suppresses, and eliminates
competition in the market for Amway-related business support materials in
the Amway Network.

184.
The Distributor Defendants' agreement, combination, and/or conspiracy to
engage in a group boycott of Plaintiffs in the Amway-related business
support materials market is ongoing and the group boycott continues today.

185.
The Distributor Defendants' agreement to engage in a group boycott of
Plaintiffs in the Amway-related business support materials market
constitutes an unreasonable restraint of interstate trade and commerce -- a
per se violation of Section I of the Sherman Act.

186.
On information and belief, the Distributor Defendants' agreement,
combination, and/or conspiracy to engage in a group boycott of Plaintiffs in
the Amway-related business support materials market has enabled some of the
Distributor Defendants to fix the prices for Amway-related business support
materials in the nationwide and international Amway Network and has had a
substantial and adverse effect on interstate commerce.

187.
Plaintiffs have been damaged and continue to be damaged by the Distributor
Defendants' above-described illegal group boycott of Plaintiffs in the
market for Amway-related business support materials in an amount exceeding
$50,000,000.00. Plaintiffs are entitled to recover this sum, additional
damages proven at trial of this matter, treble the amount of all damages,
plus costs, interest and reasonable attorneys' fees from Setzer, Setzer
International, Childers, TNT, D'Amico, D'Amico International, Hayes, Freedom
Express, Marin, Marin & Associates, and Rodriquez for their antitrust
violations.
 

                                           COUNT VIII
                                      VIOLATION OF FLORIDA
                            DECEPTIVE AND UNFAIR TRADE PRACTICES ACT
 

188.
Plaintiffs reallege and incorporate by reference Paragraphs I through 187
above as if they were set forth fully herein.

189.
The Distributor Defendants' actions described above in this Complaint
constitute unfair methods of competition, unconscionable acts and practices,
and unfair and deceptive acts and practices in the conduct of the Amway-
related business support materials business in violation of Florida Statute
§ 501.201 et seq.

190.
Plaintiffs have been damaged by the Distributor Defendants' deceptive and
unfair trade practices in an amount exceeding $50,000,000.00. Plaintiffs are
entitled to recover this sum, additional damages to be proven at trial of
this matter, plus costs, interests, and reasonable attorneys' fees from the
Distributor Defendants for their deceptive and unfair trade practices.
 

                                            COUNT IX
                                BREACH OF FIDUCIARY DUTY AGAINST
                                       SETZER AND CHILDERS
 

191.
Plaintiffs reallege and incorporate by reference Paragraphs 1 through 190
above as if they were set forth fully herein.

192.
The relationship of Amway personal direct distributor and distributor, and
the relationship between an Amway distributor and those who the distributor
helps train and counsel in his or her down-line network is a relationship of
trust and confidence. In the network, the distributor-sponsor acquires
influence over the distributor-recruits and is in a position of superior
knowledge and information. These relationships of trust and confidence
impose fiduciary obligations upon an Amway distributor.

193.
At the time the Harts were recruited to become Amway distributors, and
throughout their time as active distributors, they made their decision to
become and continue as distributors based in large part on their reliance on
the representations made by their direct up-line distributors, Setzer and
Childers. Among the representations these Defendants made, are the
following:

    a. that Amway follows certain ethical guidelines and rules, which are
imposed by contract upon each distributor, and which Setzer and Childers
were committed to following;

    b. that Setzer and Childers were committed to abiding by Rule 4 of
Section B of the Rules of Conduct of Amway Distributors -- which prohibits
an Amway distributor from selling non-Amway products to another Amway
distributor whom he or she does not personally sponsor as applied on a
Diamond-to-Diamond basis in accordance with a course of dealing and past
business practices recognized by all distributors in the Amway Network;

    c. that Setzer and Childers would treat Plaintiffs fairly in the
business support materials business by compensating Plaintiffs for all sales
of business support materials to distributors in the Hart Network;

    d. that Setzer and Childers are committed to Amway's "partnership"
principle and that Plaintiffs could place their trust and confidence in
these Defendants; and

    e. that Setzer and Childers are committed to Amway's principles of
teamwork, commitment, and communication.

194.
Setzer and Childers, individually and on behalf of Setzer International and
TNT, have abused and betrayed Plaintiffs' trust and confidence by, among
other things:

    a. seeking to acquire and take-over Plaintiffs' Amway-related business
support materials business by violating Rule 4 of Section B of the Rules of
Conduct of Amway Distributors as applied on a Diamond-to-Diamond basis in
accordance with the parties' course of dealing and past business practices;

    b. fraudulently inducing Plaintiffs to allow these Defendants to
continue to directly service certain distributors in the Hart Network with
InterNET's business support materials;

    c. on information and belief, misrepresenting the volume of business
support materials distributed to distributors in the Hart Network by Setzer
and Childers; and

    d. agreeing and/or conspiring with D'Amico, Hayes, Marin and Rodriquez,
and their respective companies, to engage in an illegal group boycott of
Plaintiffs in the market for Amway-related business support materials.

195.
Setzer and Childers' actions described above and throughout this Complaint
constitute breaches of their fiduciary duties to the Plaintiffs and are
tortious conduct separate and independent from their contractual breaches
alleged above.

196.
Plaintiffs have been damaged and continue to be damaged by Setzer and
Childers' breaches of their fiduciary duties to Plaintiffs in an amount
exceeding $50,000,000.00. Plaintiffs are entitled to recover this sum,
additional damages proven at trial of this matter, sufficient punitive
damages to deter Setzer, Setzer International, Childers, and TNT from
similar future conduct, plus costs, interest and reasonable attorneys' fees
from these Defendants for their breaches of fiduciary duties.
 

                                             COUNT X
                                       ACCOUNTING AGAINST
                                YAGER, SETZER, CHILDERS, D'AMICO,
                                FOLEY, HAYES, MARIN AND RODRIQUEZ
 

197.
Plaintiffs reallege and incorporate by reference Paragraphs 1 through 196
above as if they were set forth fully herein.
 

Yager, Setzer, D'Amico, Hayes, Marin, and Rodriquez

198.
On information and belief, Yager and Setzer may have agreed that Setzer
would directly distribute InterNET business support materials to D'Amico,
Hayes, Marin and Rodriquez, without Plaintiffs' authorization and approval,
and in direct violation of Rule 4 as applied on a Diamond-to-Diamond basis
in accordance with the parties' course of dealing and past business
practices.

199.
On information and belief, Setzer, D'Amico, Hayes, Marin and Rodriquez have
concealed the true volume of business support materials sales to D'Amico,
Hayes, Marin and Rodriquez so as to avoid paying Plaintiffs compensation for
sales of business support materials to these distributors in the Hart
Network. In addition, Yager and InterNET have not informed Plaintiffs of the
volume of business support materials that D'Amico, Hayes, Marin and
Rodriquez purchased from Setzer and Setzer International.

200.
Plaintiffs' remedy at law for the actions of Setzer, D'Amico, Hayes, Marin
and Rodriquez is inadequate because, without an accounting, Plaintiffs are
unable to determine the precise amount of money these Defendants owe them.

201.
While Plaintiffs are aware that they have been damaged in the tens of
millions of dollars by these Defendants' conduct, the precise damages cannot
be asserted because of the complexity and uncertainty of the detailed
calculations that would have to be made without the benefit of an accounting
from these Defendants. Accordingly, Plaintiffs demand an accounting from
Yager, InterNET, Setzer, Setzer International, D'Amico, D'Amico
International, Hayes, Freedom Express, Marin, Marin & Associates, and
Rodriquez of the volume of business support materials sold and distributed
by Yager, InterNET, Setzer and Setzer International to D'Amico, D'Amico
International, Hayes, Freedom Express, Marin, Marin & Associates, and
Rodriquez.
 

Yager, Childers, and Foley

202.
On information and belief, Yager and Childers may have agreed that Childers
would continue to directly distribute InterNET business support materials to
Foley without Plaintiffs authorization or approval and in direct violation
of Rule 4 of the Rules of Conduct of Amway Distributors as applied on a
Diamond-to-Diamond basis in accordance with the parties' course of dealing
and past business practices.

203.
On information and belief, Childers has concealed the true volume of
business support materials sales to Foley so as to avoid paying Plaintiffs
proper compensation for distributing business support materials to Foley. In
addition, Yager, InterNET, Foley, and Foley & Co. have not informed
Plaintiffs of the volume of business support materials that Foley & Co.
purchased from Childers and TNT.

204.
Plaintiffs' remedy at law for Childers' actions is inadequate, because
without an accounting, Plaintiffs are unable to determine the precise amount
of money that Childers and TNT owe them.

205.
While Plaintiffs are aware that they have been damaged in the tens of
millions of dollars by Childers and TNT's conduct, the precise damages
cannot be ascertained because of the complexity and uncertainty of the
detailed calculations that would have to be made without the benefit of an
accounting from these Defendants, Yager, InterNET, Foley, and Foley & Co.
Accordingly, Plaintiffs demand an accounting from Yager, InterNET, Childers,
TNT, Foley, and Foley & Co. of the volume of business support materials sold
and distributed by Childers and TNT to Foley and Foley & Co.
 

                                            COUNT XI
                                        INJUNCTIVE RELIEF

206.
Plaintiffs reallege and incorporate by reference Paragraphs 1 through 205
above as if they were set forth fully herein.

207.
Amway has an obligation to enforce its agreements with the other Defendants,
and specifically, to enforce the prohibition -- in Rule 4 of the Rules of
Conduct for Amway Distributors -- that distributors not sell non-Amway
products to distributors whom they do not personally sponsor. A failure by
Amway to enforce this rule undermines both the value of Plaintiffs' tool
business support and consumer products businesses. It also introduces chaos
into the lines of sponsorship, thereby injuring Plaintiffs in their ability
to retain existing distributors and recruit new distributors.

208.
As parties to, and third-party intended beneficiaries of, Amway's various
contracts with its network of distributors, Plaintiffs are entitled to an
injunction from the Court that compels Amway to abide by its contractual
commitments.

209.
Plaintiffs are also entitled to an Order from the Court that compels Yager,
Gooch, Foley, and the Distributor Defendants to abide by their contractual
commitments to Amway, and to Plaintiffs as third-party intended
beneficiaries to those contracts and as parties to the various implied
agreements between the parties, which agreements provide that Rule 4 will be
applied to the distribution network for business support materials on a
Diamond-to-Diainond basis.

210.
If Amway allows Yager, Gooch, Foley, and the Distributor Defendants to
violate Rule 4 of the Rules of Conduct for Amway Distributors as applied on
a Diamond-to-Diamond basis, Plaintiffs will continue to suffer immediate and
irreparable injury, loss, and damage.

211.
While Plaintiffs bring this action to remedy past violations of Rule 4 of
the Rules of Conduct of Amway Distributors, Plaintiffs have no adequate
remedy at law to prohibit future violation of Rule 4 by Yager, Gooch, Foley,
and the Distributor Defendants.

212.
If a preliminary injunction is granted, the injury, if any, to Amway, Yager,
Gooch, Foley, and the Distributor Defendants, from forcing them to comply
with contractual obligations they bargained for, will be minimal.

213.
WHEREFORE, Plaintiffs pray for relief as follows:

1. Judgment in their favor and against the Distributor Defendants jointly
and severally in an amount exceeding $50,000,000 plus additional damages to
be proven at trial, treble the amount of these damages, and costs, interest
and attorneys' fees pursuant to Count I of the Complaint;

2. Judgment in their favor and against the Distributor Defendants jointly
and severally in an amount exceeding $50,000,000 plus additional damages to
be proven at trial, treble the amount of these damages, and costs, interest
and attorneys' fees pursuant to Count II of the Complaint;

3. Judgment in their favor and against Setzer and Setzer International in an
amount exceeding $50,000,000 plus additional damages to be proven at trial,
including costs and interest pursuant to Count III of the Complaint;

4. Judgment in their favor and against D'Amico and D'Amico International in
an amount to be proven at trial of this case, including costs and interest
pursuant to Count III of the Complaint;

5. Judgment in their favor and against Childers and TNT in an amount
exceeding $50,000,000 plus additional damages to be proven at trial,
including costs and interest pursuant to Count III of the Complaint;

6. Judgment in their favor and against Setzer and Setzer International in an
amount exceeding $50,000,000 plus additional damages to be proven at trial,
including costs and interest pursuant to Count IV of the Complaint;

7. Judgment in their favor and against D'Amico and D'Amico International in
an amount to be proven at trial of this case, including costs and interest
pursuant to Count IV of the Complaint;

8. Judgment in their favor and against Childers and TNT in an amount
exceeding $50,000,000 plus additional damages to be proven at trial,

including costs and interest pursuant to Count IV of the Complaint;

9. Judgment in their favor and against Setzer and Setzer International in an
amount exceeding $50,000,000 plus additional damages to be proven at trial,
including costs and interest pursuant to Count V of the Complaint;

10. Judgment in their favor and against Setzer and Setzer International for
punitive damages in an appropriate amount to deter these Defendants from the
conduct complained of in Count V of the Complaint;

11. Judgment in their favor and against D'Amico and D'Amico International in
an amount to be proven at trial of this case, including costs and interest
pursuant to Count V of the Complaint;

12. Judgment in their favor and against D'Amico and D'Amico International
for punitive damages in an appropriate amount to deter these Defendants from
the conduct complained of in Count V of the Complaint;

13. Judgment in their favor and against Childers and TNT in an amount
exceeding $50,000,000 plus additional damages to be proven at trial,
including costs and interest pursuant to Count V of the Complaint;

14. Judgment in their favor and against Childers and TNT for punitive
damages in an appropriate amount to deter these Defendants from the conduct
complained of in Count V of the Complaint;

15. Judgment in their favor and against D'Amico and D'Amico International in
an amount to be proven at trial of this case, including costs and interest
pursuant to Count VI of the Complaint;

16. Judgment in their favor and against D'Amico and D'Amico International
for  punitive damages in an appropriate amount to deter these Defendants
from the conduct  complained of in Count VI of the Complaint;

17. Judgment in their favor and against Hayes and Freedom Express in an
amount to  be proven at trial of this case, including costs and interest
pursuant to Count VI of the  Complaint;

18. Judgment in their favor and against Hayes and Freedom Express for
punitive damages in an appropriate amount to deter these Defendants from the
conduct complained of in Count VI of the Complaint;

19. Judgment in their favor and against Marin, Marin and Associates, and
Rodriquez in an amount to be proven at trial in this case, including costs
and interest pursuant to Count VI of the Complaint;

20. Judgment in their favor and against Marin, Marin & Associates, and
Rodriquez for punitive damages in an appropriate amount to deter these
Defendants from the conduct complained of in Count VI of the Complaint;

21. Judgment in their favor and against the Distributor Defendants jointly
and severally in an amount exceeding $50,000,000 plus additional damages to
be proven at trial, treble the amount of these damages, and costs, interest
and attorneys' fees pursuant to Count VII of the Complaint;

22. Judgment in their favor and against the Distributor Defendants jointly
and severally in an amount exceeding $50,000,000 plus additional damages to
be proven at trial and costs, interest and attorneys' fees pursuant to Count
VIII of the Complaint;

23. Judgment in their favor and against Setzer in an amount exceeding
$50,000,000 plus additional damages to be proven at trial, including costs,
interest and attorneys' fees pursuant to Count IX of the Complaint;

24. Judgment in their favor and against Setzer for punitive damages in an
appropriate amount to deter this Defendant from the conduct complained of in
Count IX of the Complaint;

25. Judgment in their favor and against Childers in an amount exceeding
$50,000,000 plus additional damages to be proven at trial, including costs,
interest and attorneys' fees pursuant to Count IX of the Complaint;

26. Judgment in their favor and against Childers for punitive damages in an
appropriate amount to deter this Defendant from the conduct complained of in
Count IX of the Complaint;

27. That this Court issue an Order requiring Yager, InterNET, Setzer, Setzer
International, Childers, TNT, D'Amico, D'Amico International, Marin, Marin &

Associates, Rodriquez, Foley, and Foley & Co. to provide an accounting of
the volume of business support materials that Yager, InterNET, Setzer,
Setzer, Setzer International, Childers, and TNT have distributed to
distributors in the Hart Network pursuant to Count XI of the Complaint;

28. That, if necessary and requested by Plaintiffs, this Court issue a
preliminary injunction, pursuant to Count XI of the Complaint, ordering
Amway to enforce the terms of its contracts with Amway's distributors,
specifically the prohibition -- contained in Rule 4 of the Rules of Conduct
for Amway Distributors -- against distributors selling non-Amway products
to other distributors whom they did not personally sponsor;

29. That, if necessary and requested by Plaintiffs, this Court issue a
preliminary injunction, pursuant to Count XI of the Complaint, ordering
Yager, Gooch, Foley and the Distributor Defendants to abide by the terms of
their agreements with Amway and the distributors in the Amway Network,
specifically rule 4 of the Rules of Conduct for Amway Distributors as
applied on a Diamond-to-Diamond basis;

30. An injunction against continued wrongful conduct of the defendants where
appropriate;

31. A trial by jury; and

32. Such other and further relief as may be just and proper.
 

This 8th day of April, 1997

ROGERS & HARDIN
Petel W. Schniider
Trial Counsel
Georgia Bar No.
Kevin E. Broyles
Georgia Bar No.9
 

2700 International Tower, Peachtree Center
229 Peachtree Street, NE
Atlanta, Georgia 30303
(404) 522-4700