Vendors File Class Action Suit Against Amway Delaware County--Five former Amway vendors have filed a class-action suit against the company and two regional distributors, saying the distributors grossly exaggerated the profitability of selling Amway products and forced them to buy their motivational materials.

Attorneys James J. Rohn, Karen Scheller and Judson A. Aaron of Conrad O'Brien Gellman & Rohn and Joseph C. Kohn and Robert J. LaRocca, of Kohn Nast & Graf, filed the antitrust and racketeering suit on behalf of John and Stacy Hanrahan of Springfield, Mark and Lori Mensack of Erie and Brian Bohrer of West Point, N.Y.

In the suit, the five say that distributors William Britt of Carson City, Nev., and Dexter Yager of Charlotte, N.C., built a "vast Amway sales organization through "fraud and restraint of competition."

They claim that neither Amway, Britt nor Yager told them that Amway distributors make an average of $65 a month and never informed them about the "considerable business expenses" in building a distributorship.

The suit says that Amway knew Britt and Yager lied to distributors, but did nothing to stop them.

"It was in Amway's self-interest to permit such practices to continue, and although Amway has been aware of such practices for years, Amway has never terminated the distributorships of defendants Britt and/or Yager," the suit says.

The suit also says that Amway is a "pyramid scheme" that allows distributors to profit from the sales of vendors beneath them. Amway vendors make money only when they recruit several vendors below them to sell products, the suit says.

Britt and Yager are at the top of two pyramids, the suit claims, and have used their position to force their so-called "down-line" distributors to buy their motivational materials and attend their motivational conferences.

The suit says that Britt and Yager make most of their money from selling motivational materials. Their down-line vendors cannot buy materials from anyone else, the suit says, and the two have "strictly controlled" the resale prices for the materials. The case has been assigned to Senior U.S. District Judge J. William Ditter, Jr.

Amway Faces Class Action

Two distributors of the Amway Corporation, the multi-billion dollar multi- level marketing company which was the subject of a "Time Out" investigation earlier this year (June 22-29) have been served with a class action complaint in the Pennsylvania District Court by five former distributors.

The corporation, which sells a wide range of household good and products through a network of more than two million independent distributors around the world, is named in the 40-page complaint, along with two of its top distributors--know as "black hats"--Dexter Yager and Bill Britt. The complaint alleges that the latter two have built their vast sales organizations through the perpetration of fraud and restraint of competition and that Amway, while fully aware of this, had taken no action to halt such practices.

The lawsuit alleges that:

• Britt and Yager misrepresented to potential distributors the level of earnings they could expect to achieve by becoming involved with Amway and also the amount of time it would take to achieve such earnings.
• Britt and Yager misrepresented the affiliation between Amway and other large corporations, giving the impression that the companies were involved in profitable business relationships with Amway.
• Britt and Yager coerced distributors into purchasing motivational materials in the form of books and audio cassette tapes and falsely represented to distributors that they would be unable to build and maintain successful Amway distributorships without the purchase of such materials.

As a class action, the lawsuit represents not just the five named former distributors but also any other former or current distributors dating back to the time when the action is deemed to have begun--in this case January 1990. Amway is expected to contest the action.

"Time Out's" article investigated similar allegations which have emerged from some of the corporations 73,000 British distributors and also examined evidence that, while Amway itself is not a cult, the techniques used by high level distributors such as Britt, Yager and their British counterparts to motivate and recruit people into the network often displayed alarming similarities to those used by cults.

In her book on cults, "Dangerous Persuaders," published by Penguin Australia in March, author Louise Samways states: "Increasingly, Amway is adopting similar tactics to many cults in order to attract recruits then to keep them involved and committed to the cause... extremely large gatherings are held regularly and at these many techniques used by traditional cults are employed to reinforce values and enhance commitment, for instance confessions, success sharing and singing. Participants are expected to conform to strict dress codes, jacket and tie for men, smart dress and jackets for women."

The lawsuit, if successful, would indicate that there has been direct involvement and cooperation between the Amway Corporation and its senior distributors, though it would only be at the end of the case, which is expected to take at least a year to come to trial, that such a link could be proved.

               IN THE UNITED STATES DISTRICT COURT
              FOR THE EASTERN DISTRICT OF PENNSYLVANIA

JOHN and STACY HANRAHAN,               :      CIVIL ACTION N0.
129 Kent Road                          :        94-4615
Springfield, Pennsylvania 19064,       :
                                       :
         and                           :
                                       :
BRIAN BOHRER,                          :
649 Montroyale Drive                   :
Erie, Pennsylvania 16504,              :
                                       :
         and                           :
                                       :
MARK and  LORI  MENSACK,               :
523H South Moore Loop                  :
West Point, New York 10996,            :
                                       :      JURY TRIAL DEMANDED
on behalf of themselves and all        :
others simirlarly situated,            :
                                       :
              Plaintiffs,              :
                                       :
         v.                            :
                                       :
WILLIAM BRITT, individually and        :      CLASS ACTION
t/a, d/b/a AMERICAN MULTIMEDIA,        :
INC.; BRITT MOTIVATION, INC.;          :
BRITT LEASING, INC.; BRITT             :
MANAGEMENT, INC.; BRITT                :
RESOURCES, INC.; EXECUTIVES            :
UNLIMITED, INC.; EXECUTIVE             :
PLANNERS,  INC.,                       :
2533 N. Carson Street                  :
Carson City, Nevada 89706,             :
                                       :
         and                           :
                                       :
DEXTER YAGER, individually and         :
t/a, d/b/a YAGER ENTERPRISES;          :
DEXTER R. YAGER, SR. &  FAMILY      :
ENTERPRISES, INC.; D &  B YAGER     :
ENTERPRISES, INC.; DEXTER YAGER        :
SECURITIES, INC.; DEXTER YAGER         :
MOTIVATION, INC., INTERNET             :
SERVICES CORPORATION; INTERNET         :
SERVICES, INC.; INTERNATIONAL          :
COMMUNICATION CORPORATION OF           :
AMERICA; YAGER RESORT PROPERTIES,      :
INC.; DREAMBUILDERS REVIEW,            :
12201 Steele Creek Road                :
Charlotte, North Carolina 282?3,       :
                                       :
         and                           :
                                       :
AMWAY CORPORATION, INC.,               :
7575 East Fulton Road                  :
Ada, Michigan 49355,                   :
                                       :
              Defendants.              :


CLASS ACTION COMPLAINT

	Plaintiffs, John and Stacy Hanrahan, Mark and Lori Mensack 
and Brian Bohrer (hereinafter "plaintiffs"), on behalf of 
themselves and all others similarly situated, for their complaint 
allege as follows:

	l. This is a class action brought to remedy defendants' 
violations of the Sherman Act, 15 U.S.C. � l, the Racketeer 
Influenced and Corrupt Organizations Act, 18 U.S.C. � 1961 et 
seq., and state common law arising from defendants' efforts to 
build their vast Amway sales organizations through the 
perpetration of fraud and restraint of competition. The 
fraudulent, deceitful and coercive behavior of defendants, as 
described herein, continues to cause substantial injury to the 
members of the Class, for which the Class seeks monetary and 
injunctive relief.


I. PARTIES

	2. Plaintiffs John and Stacy Hanrahan are individuals and 
citizens of the Commonwealth of Pennsylvania residing at 129 Kent 
Road, Springfield, Pennsylvania 19064, who were distributors of 
products marketed by the Amway Corporation from in or about 
January 1992 through in or about August 1992.

	3. Plaintiffs Mark and Lori Mensack are individuals and 
citizens of the state of New York residing at 523H South Moore 
Loop, West Point, New York 10996, who were distributors of 
products marketed by the Amway Corporation from in or about April 
1991 through in or about August 1992.

	4. Plaintiff Brian Bohrer is an individual and citizen of 
the Commonwealth Pennsylvania residing at 649 Montroyale Avenue, 
Erie, Pennsylvania 16504, who was a distributor of products 
marketed by the Amway Corporation from in or about July 1992 
through in or about February 1993.

	5. Defendant William Britt ("Britt"), individually and t/a, 
d/b/a American Multimedia, Inc., Britt Motivation, Inc., Britt 
Leasing, Inc., Britt Management, Inc., Britt Resources, Inc., 
Executives Unlimited, Inc. and Executive Planners, Inc., is a 
distributor of Amway products who is involved in the promotion of 
Amway distributorships, the distribution of Amway products, the 
production and distribution of motivational materials for use by 
Amway distributors, the sale of motivational materials to Amway 
distributors, and the organization of motivational rallies for 
attendance by Amway distributors.

	6. Defendant Dexter Yager ("Yager"), individually and t/a, 
d/b/a Yager Enterprises, Dexter R. Yager, Sr. &  Family 
Enterprises, Inc., D &  B Yager Enterprises, Inc., Dexter Yager 
Securities, Inc., Dexter Yager Motivation, Inc., Internet 
Services Corporation, Internet Services, Inc., International 
Communications Corporation of America, Yager Resort Properties, 
Inc. and Dreambuilders Review, is a distributor of Amway products 
who is involved in the promotion of Amway distributorships, the 
distribution of Amway products, the production and distribution 
of motivational materials for use by Amway distributors, the sale 
of motivational materials to Amway distributors, and the 
organization of motivational rallies for attendance by Amway 
distributors.

	7. Defendant Amway Corporation, Inc. ("Amway") is a 
corporation which is engaged in the manufacture, distribution and 
sale of Amway products, and the promotion of Amway 
distributorships.


II. JURISDICTION AND VENUE

	8. This Court has jurisdiction over this action under 28 
U.S.C. � 1331, as this action arises under the laws of the 
United States, and has supplemental jurisdiction over the state 
law claims under 28 U.S.C. � 1367.

	9. Venue properly lies in the Eastern District of 
Pennsylvania pursuant to 28 U.S.C. 1391(b) because this is the 
judicial district in which a substantial part of the events or 
omissions giving rise to the claim occurred, and defendants do 
business in the Commonwealth of Pennsylvania in this judicial 
district.

	10. By the acts, conduct, combination, conspiracy, schemes 
and other wrongs complained of herein, defendants directly and 
indirectly used the means and instrumentalities of interstate 
commerce.


III. FACTUAL STATEMENT

	11. Amway manufactures a wide variety of consumer household 
products which it sells nationwide through hundreds of thousands 
of distributors.

	12. The Amway sales plan is a pyramid type scheme, whereby 
any purchase or sale of Amway goods by a distributor financially 
benefits not only Amway, but also those Amway distributors who 
occupy higher levels in the Amway distributorship pyramid. In 
Amway parlance, those who occupy positions below a distributor in 
his or her branch of the pyramid are called the distributor's 
"downline." In order to earn significant profits as an Amway 
distributor, one must develop a sizeable downline by recruiting 
and sponsoring other distributors into the Amway sales 
organization.

	13. Plaintiffs and members of the Class all became Amway 
Distributors by entering into Distributorship Agreements with 
Amway, whereby they acquired the right to sponsor new Amway 
distributors, and to sell Amway products primarily to their 
sponsored distributors.

	14. Defendant Britt occupies a position at the top of his 
own Amway distributorship pyramid. Defendant Britt runs his own 
vast Amway distributorship network comprised of tens of thousands 
of downline distributors and, upon information and belief, earns 
millions of dollars annually through his Amway business 
organization. Plaintiffs John and Stacy Hanrahan and Brian Bohrer 
were Amway distributors in the downline of defendant Britt.

	15. Defendant Yager occupies a position at the top of his 
own Amway distributorship pyramid. Defendant Yager runs his own 
vast Amway distributorship network comprised of tens of thousands 
of downline distributors and, upon information and belief, earns 
millions of dollars annually through his Amway business 
organization. Plaintiffs Mark and Lori Mensack were Amway 
distributors in the downline of defendant Yager.

	16. Defendants Britt and Yager's wrongful conduct, as 
described herein, was carried out by and through defendants' 
business organizations, which organizations are comprised of and 
include defendants individually, the various corporations and 
entities through which defendants conduct their respective 
businesses, and the employees, agents and representatives of 
defendants' respective business organizations.

	17. The success of defendants Britt and Yager is integral to 
the success of defendant Amway, as Amway directly benefits 
financially from the sponsorship of each Amway distributor within 
the Britt and Yager organizations, and from the sale of Amway 
products by and to each Amway distributor within the Britt and 
Yager organizations.


Misrepresentations Concerning Potential Earnings

	18. At all times relevant hereto, defendants Britt and Yager 
routinely and intentionally misrepresented to plaintiffs the 
amount of profits Amway distributors could realistically expect 
to earn, which misrepresentations included by were not limited 
to:

		(a) statements that grossly exaggerated the 
profitability of Amway distributorships;

		(b) representations that as Amway distributors 
plaintiffs could expect to earn tens of thousands and even 
hundreds of thousands of dollars, when in fact defendants know 
that during the relevant time period the average monthly gross 
income for active Amway distributors was approximately $65;

		(c) representations that plaintiffs' recruiting and 
sponsoring efforts would result in geometrical increases in the 
number of Amway distributors in plaintiffs' downlines, when in 
truth Amway distributors are unlikely to recruit and sponsor 
substantial numbers of other distributors or earn substantial 
profits from the efforts of their downline distributors;

		(d) representations that as Amway distributors 
plaintiffs would earn substantial profits in only a few months; 
and

		(e) representations that plaintiffs would earn 
substantial profits by working on only a part-time basis as Amway 
distributors.

	19. In addition to the aforesaid material 
misrepresentations, at all times relevant hereto defendants Britt 
and Yager intentionally failed to disclose material facts to 
plaintiffs, which material omissions included but were not 
limited to:

		(a) defendant's failure to advise plaintiffs of the 
substantial business expense involved in building and maintaining 
a profitable Amway distributorship;

		(b) defendants' failure to advise plaintiffs of the 
substantial investment of time required to build and maintain a 
profitable Amway distributorship;

		(c) defendants' failure to advise plaintiffs of the 
high turnover rate prevalent among Amway distributors;

		(d) defendants' failure to advise plaintiffs that they 
were likely to earn profits comparable to the average gross 
income for active Amway distributors, which during the relevant 
time period was approximately $65.00.

	20. At all times relevant hereto, Amway was aware of and 
encouraged the aforesaid material misrepresentations, and Amway 
was further aware that the aforesaid material facts were not 
being disclosed to Amway distributors. It was in Amway's economic 
self-interest to permit such practices to continue, and although 
Amway has been aware of such practices for years Amway has never 
terminated the distributorships of defendants Britt and/or Yager.

	21. Contrary to defendants' misrepresentations that 
plaintiffs would reap significant profits as Amway distributors, 
upon which misrepresentations plaintiffs relied to their 
detriment, plaintiffs all lost money as Amway distributors.


Misrepresentations Concerning Amway's Affiliation

	22. In order to induce persons to become Amway distributors, 
at all times relevant hereto defendants Britt and Yager falsely 
represented to plaintiffs that Amway distributors are involved in 
profitable business relationships--variously described as, inter 
alia, "joint partnerships," "network marketing," and "joint 
ventures"--with major corporations, including Fortune 500 
companies. Defendants represented that plaintiffs could expect to 
reap substantial financial benefits as a result of the 
aforementioned business relationships with numerous major 
companies.

	23. At all times relevant hereto, Amway was aware of and 
encouraged the aforesaid misrepresentations regarding Amway's 
affiliation. It was in Amway's economic self-interest to permit 
such misrepresentations to continue being made to Amway 
distributors, and although Amway has been aware of such practices 
Amway has never terminated the distributorships of defendants 
Britt and/or Yager.

	24. Contrary to defendants' aforementioned representations, 
plaintiffs were not involved with other companies in any 
profitable business relationships, nor did they benefit 
financially from any "joint ventures," "partnerships," "network 
marketing," or other such business relationships in which Amway 
may have been involved.

	25. By their aforesaid misrepresentations, defendants 
intentionally distorted the true nature of the Amway 
distributorship and overstated the financial value of the Amway 
distributorship. In truth, by entering into their Amway 
distributorships Amway distributors simply acquired the right to 
sell Amway products and sponsor other distributors.

	26. Plaintiffs entered into their Amway distributorships in 
reliance upon defendant's misrepresentations that Amway 
distributors are involved in and reap substantial financial 
benefits from business relationships with numerous companies as 
described hereinabove.


The Coerced Sale of Motivational Materials

	27. Defendants Britt and Yager have created their own 
independent businesses that publish motivational materials, such 
as books and audio cassette tapes, and that organize and promote 
motivational rallies for Amway distributors throughout the United 
States. Through their independent businesses, defendants Britt 
and Yager sell vast quantities of motivational materials to their 
respective downline distributors and hold rallies throughout the 
United States that their downline distributors must pay to 
attend.

	28. Defendants Britt and Yager derive a substantial portion 
of their incomes not from the sale of Amway products, but from 
the sale of motivational materials to persons in their downlines 
and from the money earned through their rallies.

	29. At all times relevant hereto, defendants Britt and Yager 
regularly represented to plaintiffs that their success as Amway 
distributors was contingent upon the purchase of defendants Britt 
and Yager's motivational materials, and that without such 
materials plaintiffs would be unable to build and maintain 
successful Amway distributorships. Defendants Britt and Yager 
further represented to plaintiffs that they should purchase only 
those motivational materials produced and/or distributed by 
defendants Britt and Yager.

	30. At all times relevant hereto, defendants Britt and Yager 
further represented to plaintiffs that they should purchase a 
weekly supply of defendants' motivational audio tapes through a 
tape-of-the-week program that defendants Britt and Yager 
described as the "standing order" tape program and, moreover, 
defendants represented that such weekly purchases of defendants' 
audio tapes we essential to plaintiff's success as Amway 
distributors.

	31. At all times relevant hereto, defendants Britt and Yager 
further represented to plaintiffs that their regular attendance 
at the motivational rallies organized and promoted by defendants 
was essential to plaintiffs'success as Amway distributors.

	32. In fact, the motivational materials produced and/or 
distributed by defendants Britt and Yager and the motivational 
rallies organized and promoted by defendants Britt and Yager were 
unnecessary to the success of Amway distributors, and plaintiffs 
all lost money as Amway distributors despite their purchase of 
said materials and attendance at said rallies.

	33. At all times relevant hereto, Amway was aware that the 
aforesaid misrepresentations regarding defendants Britt and 
Yager's motivational materials and motivational rallies were 
being made to Amway distributors. It was in Amway's economic 
self-interest to permit such misrepresentations to continue being 
made to Amway distributors, and although Amway has been aware of 
such practices for years Amway has never terzninated the 
distributorships of defendants Britt and/or Yager.

	34. In reliance upon the misrepresentations of defendants 
Britt and Yager, plaintiffs purchased massive quantities of 
defendants Britt and Yager's motivational materials and attended 
defendants Britt and Yager's motivational rallies, all of which 
contributed significantly to the financial loss sustained by 
plaintiffs.


Customer Allocation and Price Fixing in Connection with 
Defendants' Motivational Materials

	35. At all times relevant hereto, defendants Britt and Yager 
allocated customers for their motivational materials in the 
following way: Defendant Britt regularly represented to 
distributors in his downline that their success as Amway 
distributors was contingent upon their purchasing only those 
motivational materials distributed by defendant Britt, and that 
distributors in defendant Britt's downline should not purchase 
motivational materials distributed by others. Similarly, 
defendant Yager regularly represented to distributors in his 
downline that their success as Amway distributors was contingent 
upon their purchasing only those motivational materials 
distributed by defendant Yager, and that distributors in 
defendant Yager's dowlnine should not purchase motivational 
materials distributed by others.

	36. In reliance upon defendants' representations, plaintiffs 
and members of the Class in defendant Britt's downline purchase 
only those motivational materials distributed by defendant Britt, 
and plaintiffs and members of the Class in defendant Yager's 
downline only those motivational materials distributed by 
defendant Yager.

	37. At all times relevant hereto, defendants Britt and Yager 
fixed the prices charged for their motivational materials by 
strictly controlling the resale price of their motivational audio 
tapes, such that at all times relevant hereto the resale price 
charged for motivational audio tapes distributed by defendant 
Britt was the same or substantially the same as the resale price 
charged for motivational audio tapes sold by defendant Yager.

	38. At all times relevant hereto, Amway was aware of and 
encouraged defendants Britt and Yager's aforesaid practices of 
customer allocation and price fixing in connection with the sale 
of their motivational materials, and it was in Amway's economic 
self-interest to permit such practices to continue. Indeed, 
although Amway has been aware of Britt and Yager's aforesaid 
activities for years, Amway has never terminated the 
dstributorships of defendants Britt and/or Yager.

	39. Defendant Britt and Yager's aforementioned practices of 
customer allocation and price fixing in connection with the sale 
of their motivational materials had the effect of preventing 
plaintiffs and members of the class of availing themselves of 
legitimate motivational materials and sales aids produced by 
third parties.


IV.   CLASS ACTION ALLEGATIONS

	40. Plaintiffs bring this action, on behalf of themselves 
and all others similarly situated, as a class action pursuant to 
Rule 23(a) and Rule 23(b)(3) of the Federal Rules of civil 
Procedure, on behalf of the following class :

all persons in the United States who, since January of 1990, 
have been or are Amway distributors and have been or are in 
the sales organizations or downlines of defendants William 
Britt and/or Dexter Yager, excluding from the proposed Class 
the defendants herein, any entity in which the defendants 
have a controlling interest, and the officers and directors, 
affiliates, legal representatives, heirs, successors, or 
assignees of the defendants or their officers and directors.

	41. A class action is superior to other available methods 
for the fair and efficient adjudication of this controversy since 
the members of the Class are so numerous and their residence so 
widespread that joinder of all members is impracticable.

	42. This action satisfies the requirements for class 
certificatiort under Federal Rules of Civil Procedure 23(a)(1)-
(4) and 23 (b)(3), in that:

		(a) The Class is so numerous that the individual 
joinder of all members is impracticable under the standard of 
Fed. R. Civ. P. 23 (a)(1). While the exact number of class 
members is unknown to plaintiffs at this time, it is known to 
defendants and is ascertainable by appropriate discovery, and 
plaintiffs are informed and believe that the Class includes 
thousands of members.

		(b) Common questions of law and fact exist as to all 
members of the Class, and predominate over any questions which 
affect only individual members of the Class. These common 
questions of law and fact include:

			i) whether defendants violated the Sherman Act by 
engaging in an unreasonable restraints of trade in connection 
with the sale of defendants' motivational materials to plaintiffs 
and members of the Class through defendants' practices of 
customer allocation and price fixing;

			ii) whether defendants violated RICO by conducting 
the affairs of an enterprise through a repeated and continuing 
pattern of wire and mail fraud, in connection with the promotion 
of Amway distributorships, the sale of motivational materials and 
the promotion of motivational rallies to plaintiffs and members 
of the Class;

			iii) whether Amway aided and abetted defendants 
Britt and Yager's RICO violations;

			iv) whether defendants violated state common law 
as alleged herein in connection with the promotion of Amway 
distributorships, the sale of motivational materials and the 
promotion of motivational rallies to plaintiffs and members of 
the Class;

			v) whether defendants misrepresented the amount of 
profits plaintiffs and members of the Class could expect to earn 
as Amway distributors and/or the financial success plaintiffs and 
members of the Class could expect to achieve as Amway 
distributors;

			vi) whether defendants misrepresented the 
financial benefits plaintiffs and members of the Class could 
expect to reap from Amway's purported affiliations with other 
major companies, and/or whether defendants misrepresented that as 
Amway distributors plaintiffs and members of the Class would 
become involved in profitable business relationships with major 
companies other than Amway;

			vii) whether defendants fraudulently represented 
to plaintiffs and members of the Class the need to purchase 
defendants' motivational materials and attend defendants' 
motivational rallies in order to succeed as Amway di stributors;

			viii) whether the aforesaid acts and/or omissions 
of defendants, as directed towards plaintiffs and members of the 
Class, were done fraudulently;

			ix) the amount of revenues and profits obtained by 
defendants attributable to defendants' misconduct;

			x) the appropriate nature of classwide equitable 
relief; and

			xi) whether the members of the Class have 
sustained damages as a result of defendants' wrongdoing and, if 
so, what is the proper measure and appropriate formula to be 
applied in determining such damages.

		(c) Plaintiffs' claims are typical of the claims of the 
members of the Class, since plaintiffs entered into their Amway 
distributorships, maintained their Amway distributorships, 
purchased defendants' motivational materials, and attended 
*defendants' motivational rallies in reliance upon fraudulent 
misrepresentations made by or caused to be made by defendants, 
thereby suffering damages. Plaintiffs and members of the Class 
sustained damages arising out of defendants' common course of 
conduct in violation of federal and state laws as complained of 
herein. The losses of each member of the Class were caused 
directly by defendants' wrongful conduct in violation of federal 
and state common law and statutory law as alleged herein.

		(d) Plaintiffs will fairly and adequately protect the 
interests of the members of the Class. Plaintiffs have no 
interests which are antagonistic to the interests of the Class.

		(e) Plaintiffs have retained counsel who are 
experienced in class action litigation and complex litigation 
involving claims of consumer fraud and violations of the 
antitrust and racketeering laws.

		(f) The issues which affect plaintiffs and members of 
the Class in common predominate over any issues which affect the 
interests of individual Class members.

		(g) A class action is superior to any other available 
methods for the fair and efficient adjudication of this 
controversy under Fed. R. Civ. P. 23(b)(3) since individual 
joinder of all members of the Class is impracticable. 
Furthermore, the cost and burden to the court system of 
adjudication of such individualized litigation would be 
substantial.


V. CLAIMS FOR RELIEF

COUNT I
[Against Defendants Britt and Yager and Amway
For Violation of the Sherman Act, 15 U.S.C. � 1]

	43. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 42 hereof, and 
further allege as follows.

	44. The unreasonable restraint of trade alleged herein 
occurred in the market for motivational materials and sales aids 
for use in the marketing of consumer household products.

	45. Competition in the market for motivational materials and 
sales aids for use in the marketing of consumer household 
products was unreasonably restrained by defendants Britt and 
Yager's practices of allocating customers for and fixing the sale 
prices of their motivational materials, including but not 
necessarily limited to cassette audio tapes.

	46. Defendants Britt and Yager engaged in an illegal scheme 
to allocate customers for their motivational materials, as set 
forth in more detail in paragraphs 27 through 39 hereinabove, 
whereby defendant Britt used fraudulent and coercive conduct to 
compel his downline distributors to purchase only those 
motivational materials produced and/or distributed by the Britt 
organization, and whereby defendant Yager used similarly 
fraudulent and coercive conduct to compel his downline 
distributors to purchase only those motivational materials 
produced and/or distributed by the Yager organization.

	47. Defendants Britt and Yager's scheme to allocate 
customers for their motivational materials constituted a 
combination or conspiracy that unreasonably restrained, hindered, 
frustrated, suppressed and eliminated competition in the market 
for motivational materials and sales aids for use in the 
marketing of consumer household products.

	48. Defendants Britt and Yager's unlawful scheme to allocate 
customers for their motivational materials began at least as 
early as January of 1990 and continues today.

	49. The object of defendants Britt and Yager's combination 
or conspiracy to allocate customers for their motivational 
materials was to control customer markets for their motivational 
materials by restricting the supply of motivational materials to 
their downline distributors, and by employing fraudulent and 
coercive tactics to ensure that distributors in defendant Britt's 
downline purchased only those motivational materials produced 
and/or distributed by defendant Britt, and that distributors in 
defendant Yager's downline purchased only those motivational 
materials produced and/or distributed by defendant Yager.

	50. Defendants Britt and Yager's unlawful scheme to allocate 
customers for their motivational materials constituted an 
unreasonable restraint of interstate trade and commerce in 
violation of Section 1 of the Sherman Act.

	51. At all times relevant hereto, defendant Amway had 
knowledge of and participated in defendants Britt and Yager's 
combination or conspiracy to allocate customers for their 
motivational materials. Amway encouraged and permitted such 
practices to continue, as it was in Amway's economic self- 
interest to permit such practices to continue, and indeed Amway 
has never terminated the distributorships of Defendants Britt 
and/or Yager.

	52. Defendants Britt and Yager further engaged in an illegal 
scheme to fix the prices charged for their respective 
motivational materials, as set forth in more detail in paragraphs 
27 through 39 hereinabove, whereby defendants Britt and Yager 
fixed the same or substantially the same sale price for the 
cassette audio tapes produced and/or distributed by defendants 
Britt and Yager.

	53. Defendants Britt and Yager's scheme to fix the prices 
charged for their respective motivational materials constituted a 
combination or conspiracy that unreasonably restrained, hindered, 
frustrated, suppressed and eliminated competition in the market 
for motivational materials and sales aids for use in the 
marketing of consumer household products.

	54. Defendants Britt and Yager's unlawful scheme to fix the 
prices charged for their respective motivational materials began 
at least as early as January of 1990 and continues today.

	55. The object of defendants Britt and Yager's combination 
or conspiracy to fix the prices charged for their motivational 
materials was to control customer markets for their motivational 
materials by restricting the supply of motivational materials to 
their downline distributors, and by ensuring that distributors in 
their respective downlines purchased only those motivational 
materials produced and/or distributed by each de f endant.

	56. Defendants Britt and Yager's unlawful scheme to fix the 
prices charged for their motivational materials constituted an 
unreasonable restraint of interstate trade and commerce 
inviolation of Section 1 of the Sherman Act.

	57. The effect of defendants Britt and Yager's combination 
or conspiracy to allocate customers and fix prices was to ensure 
that plaintiffs purchase substantial quantities of defendants' 
motivational materials, and to deprive plaintiffs of the 
opportunity to avail themselves of motivational and sales 
training materials from other sources outside of the combination 
or conspiracy.

	58. At all times relevant hereto, defendant Amway had 
knowledge of and participated in defendants Britt and Yager's 
combination or conspiracy to fix prices charged for their 
motivational materials. Amway encouraged and permitted such 
practices to continue, as it was in Amway's economic self- 
interest to permit such practices to continue, and Amway has 
never terminated the distributorships of defendants Britt and/or 
Yager.

	59. Defendants' illegal practices of allocating customers 
and fixing prices in connection with the nationwide distribution 
and sale of their motivational materials had a substantial and 
adverse effect on interstate commerce.

	60. Plaintiffs and members of the Class were damaged by the 
aforesaid illegal practices of allocating customers and fixing 
prices for their motivational materials in an amount in excess of 
$100,000, in that plaintiffs and members of the Class expended 
significant amounts of money on unwanted and unnecessary 
motivation materials distributed by defendants, and were further 
deprived of the opportunity to avail themselves of motivational 
and sales training materials produced and distributed by third 
parties which could have assisted them in developing their Amway 
distributorships. Plaintiffs and the Class are entitled to 
recover from defendants Britt, Yager and Amway treble damages, 
costs and attorneys' fees as a result of the aforesaid violation 
of the Sherman Act.


COUNT II
[Against Defendants Britt and Yager
for Violation of RICO, 18 U.S.C. � 1962(c)]

	61. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 60 hereof, and 
further allege as follows.

	62. Defendants Britt and Yager are "persons" as that term is 
defined in 18 U.S. C. � 1961.

	63. The association-in-fact of defendant Amway and its 
network of Amway distributors is an "enterprise" as that term is 
defined in 18 U.S. C. � 1961, which is engaged in and affects 
interstate commerce.

	64. In violation of 18 U.S.C. � 1962 (c), defendants Britt 
and Yager, as persons associated with the aforesaid 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. Defendants' participation 
in the affairs of the enterprise consisted of their guiding, 
managing, directing or otherwise exercising some control over the 
affairs of the enterprise. Through acts of mail and wire fraud 
these two individuals, William Britt and Dexter Yager, 
participated in the affairs of the RICO enterprise, which was 
comprised of a large international corporation (Amway) and its 
vast network of hundreds of thousands of individual distributors. 
The cloak of legitimacy provided to defendants Britt and Yager by 
this seemingly legitimate enterprise afforded said defendants 
access to and influence over huge numbers of Amway distributors, 
thus enabling defendants Britt and Yager to execute their scheme 
to defraud plaintiffs and members of the Class, as described at 
length herein.

	65. Defendants Britt and Yager's pattern of racketeering 
activity, which consisted of mail and wire fraud, was perpetrated 
through direct telephone communications, the Amvox telephone 
voice mail system and the mails, pursuant to and for the purpose 
of executing defendants'scheme to defraud plaintiffs and members 
of the Class by communicating false and fraudulent information, 
including but not limited to:

		(a) statements that fraudulently represented the amount 
of profits plaintiffs could expect to earn as Amway distributors;

		(b) statements that fraudulently represented that 
plaintiffs'success as Amway distributors was contingent upon 
purchasing substantial quantities of the motivational materials 
produced and/or distributed by defendants Britt and Yager,

		(c) statements that fraudulently represented that 
plaintiffs'success as Amway distributors was contingent upon 
attending motivational rallies organized and promoted by 
defendants Britt and Yager; and

		(d) statements that fraudulently represented that Amway 
distributors were involved in profitable business relationships 
with other major companies, as described in paragraphs 22 through 
26 herein.

	66. Defendants Britt and Yager's patterns of mail and wire 
fraud included but were not necessarily limited to:

		(a) numerous direct telephone communications to inter 
alia, plaintiffs and members of the Class, made by and caused to 
be made by defendants Britt and Yager, regarding Amway and 
defendants' Amway sales organizations;

		(b) numerous messages communicated over the Amvox 
telephone voice mail system to, inter alia, plaintiffs and 
members of the Class, which telephone voice mail communications 
were made by and caused to be made by defendants Britt and Yager, 
regarding Amway and defendants' Amway sales organizations;

		(c) numerous mailings of defendants Britt and Yager's 
motivational materials to, inter alia, plaintiffs and members of 
the Class, which mailings were made by and caused to be made by 
defendants Britt and Yager;

		(d) numerous mailings of defendants Britt and Yager's 
publications to, inter alia, plaintiffs and members of the Class, 
which publications included but were not necessarily limited to 
Dreambuilders Review, Dreambuilders Newsletter and Dreambuilders 
Review Magazine;

		(e) numerous mailings of documents to, inter alia, 
plaintiffs and members of the Class, which mailings included but 
were not necessarily limited to travel itineraries and 
confirmations, pursuant to the organization and promotion of 
defendants Britt and Yager's motivational rallies; and

		 (f) numerous mailings of Amway publications, including 
but not necessarily limited to the Amagram magazine.

	67. Defendants Britt and Yager's participation in the 
affairs of the enterprise through a pattern of racketeering 
activity commenced no later than January of 1990, continued 
throughout the relevant time period, and projects into the future 
with a threat of repetition, posing a threat of continuing harm 
to the businesses and property of members of the Class.

	68. Plaintiffs and members of the Class were injured in 
their business or property by reason of defendants' foregoing 
pattern of racketeering activity in violation of 18 U.S.C. � 1962 
(c), in an amount in excess of $100,000. Plaintiffs and the Class 
are entitled to recover from defendants Britt and Yager treble 
damages, costs and attorneys' fees as a result of defendants' 
RICO violations.


COUNT III
[Against Defendants Britt and Yager
for Violation of RICO, 18 U.S.C. � 1962(d)]

	69. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 68 hereof, and 
further allege as follows.

	70. Defendants Britt and Yager are "persons" as that term is 
defined in 18 U.S.C. � 1961.

	71. The association-in-fact of defendant Amway and its 
network of Amway distributors is an "enterprise" as that term is 
defined in 18 U.S.C. � 1961, which is engaged in and affects 
interstate commerce.

	72. In violation of 18 U.S.C. � 1962(d), defendants Britt 
and Yager conspired to violate 18 U.S.C. � 1962(c), in that 
defendants Britt and Yager agreed to commit the aforesaid 
predicate acts of mail and wire fraud with knowledge that such 
acts were part of a pattern of racketeering activity. Through the 
aforesaid acts of mail and wire fraud these two individuals, 
William Britt and Dexter Yager, participated in the affairs of 
the RICO enterprise, which was comprised of a large international 
corporation (Amway) and its vast network of hundreds of thousands 
of individual distributors. The cloak of legitimacy provided to 
defendants Britt and Yager by this seemingly legitimate 
enterprise afforded said defendants access to and influence over 
huge numbers of Amway distributors, thus enabling defendants 
Britt and Yager to execute their scheme to defraud plaintiffs and 
members of the Class, as described at length herein.

	73. The RICO conspiracy was composed of defendants Britt and 
Yager and had as its objective the sponsorship of persons into 
the Amway organization and the maintenance of persons as Amway 
distributors, in order that defendants could further, continue 
and perpetuate the conspiracy for their own financial gain.

	74. The aforesaid RICO conspiracy commenced no later than 
January of 1990, continued throughout the relevant time period, 
and projects into the future with a threat of repetition, posing 
a threat of continuing harm to the businesses and property of 
members of the Class.

	75. In furtherance of the RICO conspiracy, defendants Britt 
and Yager communicated to plaintiffs and members of the Class 
false and fraudulent information, including but not limited to:

		(a) statements that fraudulently represented the amount 
of profits plaintiffs could expect to earn as Amway distributors;

		(b) statements that fraudulently represented that 
plaintiffs'success as Amway distributors was contingent upon 
purchasing substantial quantities of the motivational materials 
produced and/or distributed by defendants Britt and Yager;

		(c) statements that fraudulently represented that 
plaintiffs'success as Amway distributors was contingent upon 
attendin motivational rallies organized and promoted by 
defendants Britt and Yager;

		(d) statements that fraudulently represented that Amway 
distributors were involved in profitable business relationships 
with other major companies.

	76. Plaintiffs and members of the Class were injured in 
their business or property by reason of defendants' foregoing 
RICO conspiracy in violation of 18 U.S.C. 1962(d), in an  amount 
in excess of $100,000. Plaintiffs and the Class are entitled to 
recover from defendants Britt and Yager treble damages, costs and 
attorneys' fees as a result of defendants' RICO violations.


COUNT IV
[Against Defendant Amway for Aiding and Abetting
Violation of RICO, 18 U.S.C. � 19 61 et seq.]

	77. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 76 hereof, and 
further allege as follows.

	78. Defendant Amway is a "person" as that term is defined in 
18 U.S.C. � 1961.

	79. At all times relevant hereto Amway was aware of the 
aforementioned pattern of racketeering activity, consisting of 
wire and mail fraud, that was perpetrated pursuant to and for the 
purpose of executing defendants Britt and Yager's scheme to 
defraud plaintiffs and members of the Class by communicating 
false and fraudulent information, including but not limited to:

		(a) statements that fraudulently represented the 
profits Amway distributors couldexpect to earn;

		(b) statements that fraudulently represented that the 
success of Amway distributors was contingent upon purchasing 
substantial quantities of the motivational materials produced and 
Jor distributed by defendants Britt and Yager;

		(c) statements that fraudulently represented that the 
success of Amway distributors was contingent upon attending 
motivational rallies organized and promoted by defendants Britt 
and Yager; and

		(d) statements that fraudulently represented that Amway 
distributors were involved in profitable business relationships 
with other major companies.

	80. At all times relevant hereto Amway has been aware of 
complaints by Amway distributors that they have been injured 
financially and in their family and personal lives as a result of 
the aforementioned pattern of racketeering activity perpetrated 
by defendants Britt and Yager, and it was in Amway's economic 
self-interest to permit such activity to continue. Indeed, 
although Amway has been aware of Britt and Yager's aforesaid 
activities for years, Amway has never terminated the 
distributorships of defendants Britt and/or Yager.

	81. In allowing the pattern of racketeering activity of its 
distributors, defendants Britt and Yager, to continue, Amway 
financially benefits, in that AmWay earns substantial profits 
from the sale of Amway products by and to distributors in 
defendants' Britt and Yager's downlines.

	82. Amway has aided and abetted the pattern of racketeering 
activity perpetrated by its distributors, defendants Britt and 
Yager, by giving substantial assistance to said defendants, in 
that at all times relevant hereto Amway associated itself with 
the business activities of defendants Britt and Yager and 
permitted defendants Britt and Yager to associate themselves with 
Amway.

	83. Plaintiffs and members of the Class were injured in 
their business or property by reason of defendant Amway's aiding 
and abetting of the foregoing pattern of racketeering activity in 
violation of 18 U.S.C. � 1962 (c) and (d), in an amount in excess 
of $100,000. Plaintiffs and the Class are entitled to recover 
from Amway treble damages, costs and attorneys' fees as a result 
of defendants' RICO violations.


COUNT V
[Against Defendants Britt and Yager for Fraud]

	84. Plaintiffs, on behalf of themselves and all others
similarly situated, reallege, as if fully set forth, each and
ever y allegation contained in paragraphs 1 through 83 hereof, 
and
further allege as follows.

	85. Defendants made knowing and fraudulent 
misrepresentations to plaintiffs by misrepresenting the amount of 
profits Amway distributors could expect to earn, and the amount 
of time in which Amway distributors could expect to earn such 
profits, which fraudulent misrepresentations are set forth in 
more detail in paragraphs 18 through 21 hereinabove.

	86. Defendants knowingly and fraudulently misrepresented to 
plaintiffs that Amway distributors were involved in profitable 
business relationships with numerous major companies, variously 
described as, inter alia, "joint partnerships," "network 
marketing," and "joint ventures," through which business 
relationships plaintiffs could expect to reap substantial 
financial benefits, as set forth in more detail in paragraphs 22 
through 26 herein above.

	87. Defendants knowingly and fraudulently misrepresented to 
plaintiffs that their recruiting efforts would result in 
geometric increases in the number of distributors in their 
downlines, and that such geometric increases would occur in a 
relatively short period of time.

	88. Defendants knowingly and fraudulently misrepresented to 
plaintiffs that they could earn substantial profits as Amway 
distributors by working only on a part-time basis.

	89. Defendants failed to disclose to plaintiffs the high 
turnover rate prevalent among Amway distributors.

	90. Defendants failed to disclose to plaintiffs the 
substantial business expense and time involved in building and 
maintaining a profitable Amway distributorship.

	91. Defendants failed to disclose to plaintiffs that they 
were in fact likely to earn profits comparable to the average 
income for Amway distributors.

	92. Defendants made the aforesaid misrepresentations of 
material fact, and failed to disclose the aforesaid material 
facts, intending that plaintiffs become Amway distributors.

	93. But for the aforesaid fraudulent representations upon 
which plaintiffs justifiably relied to their detriment, and but 
for the aforesaid omissions of material facts, plaintiffs would 
not have entered into or maintained their Amway distributorships.

	94. Defendants knowingly and fraudulently misrepresented to 
plaintiffs that their success as Amway distributors was 
contingent upon the purchase of motivational materials produced 
and/or distributed by defendants.

	95. Defendants knowingly and fraudulently misrepresented to 
plaintiffs that their success as Amway distributors was 
contingent upon attending defendants' motivational rallies.

	96. Defendants made the aforesaid misrepresentations of 
material fact intending that plaintiffs purchase defendants' 
motivational materials and expend money to attend defendants' 
motivational rallies in the belief that such expenditures were 
necessary to plaintiffs'success as Amway distributors.

	97. But for the aforesaid misrepresentations of material 
fact, upon which plaintiffs justifiably relied to their 
detriment, plaintiffs would not have purchased substantial 
quantities of defendants' motivational materials and would not 
have expended significant amounts of money traveling to and 
attending defendants' motivational rallies, which motivational 
materials and rallies were in fact unnecessary to 
plaintiffs'success as Amway distributors.

	98. Plaintiffs, in justifiable reliance upon defendants' 
fraudulent representations, were damaged in an amount in excess 
of $100,000, in that plaintiffs entered into their unprofitable 
Amway distributorships and expended significant amounts of money 
on unwanted and unnecessary motivation materials and rallies. 
Plaintiffs and the Class are entitled to recover from defendants 
Britt and Yager compensatory damages unitive damages, costs and 
attorneys' fees and such other relief as this Court deems just.


COUNT VI
[Against Defendants Britt and Yager for
Negligent Misrepresentation]

	99. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 98 hereof, and 
further allege as follows.

	100. Defendants failed to exercise reasonable care in 
communicating information to plaintiffs concerning the amount of 
profits which Amway distributors could expect to earn, the amount 
of time in which Amway distributors could expect to earn such 
profits, Amway's affiliation with other entities, and the need to 
purchase defendants' motivational materials and attend 
defendants' motivational rallies, which misrepresentations are 
set forth in more detail in paragraphs 18 through 39 herein 
above.

	101. In addition to the aforesaid negligent 
misrepresentations, defendants negligently failed to disclose to 
plaintiffs the high turnover rate prevalent among Amway 
distributors, the substantial business expense and time involved 
in building and maintaining a profitable Amway distributorship, 
and that plaintiffs could expect earnings comparable to the 
average earnings of Amway distributors.

	102. Plaintiffs, in justifiable reliance upon defendants' 
negligent representations, were damaged in an amount in excess of 
$100,000, in that plaintiffs entered into their unprofitable 
Amway distributorships and expended significant amounts of money 
on unwanted and unnecessary motivation materials and rallies. 
Plaintiffs and the Class are entitled to recover from defendants 
Britt and Yager compensatory damages, costs and attorneys' fees 
and such other relief as this Court deems just. 


COUNT VII
[Equitable (Injunctive and/or declaratory) Relief]

	103. Plaintiffs, on behalf of themselves and all others 
similarly situated, reallege, as if fully set forth, each and 
every allegation contained in paragraphs 1 through 102 hereof, 
and further allege as follows:

	104. Based upon the facts set forth above, plaintiffs, on 
behalf of themselves and all others similarly situated, request 
the following equitable relief:

		(a) That a judicial determination and declaration be 
made of the rights of plaintiffs and Class members and the 
responsibilities of the defendants; and

		(b) That defendants be enjoined to cease and desist all 
practices described in the FACTUAL STATEMENT section of this 
Class Action Complaint relating to the unlawful, fraudulent, 
coercive and anticompetitive practices described herein.


VI. DEMAND FOR A JURY TRIAL

	105. Plaintiffs demand a jury trial for themselves and the 
Class on all claims so triable.


VII. PRAYER FOR RELIEF

	WHEREFORE, the representative plaintiffs, on behalf of 
themselves and all others similarly situated, pray for judgment 
against defendants as follows:

	l. An order confirming the class certification of the Class 
and appointing plaintiffs and their counsel to represent the 
Class;

	2. For treble damages and/or equitable relief under the 
Sherman Act, the Racketeer Influenced Corrupt Organizations Act 
and state common law as alleged herein;

	3. For any additional and consequential damages suffered by 
plaintiffs and the Class;

	4. For punitive damages against defendants for fraud in an 
amount sufficient to punish defendants and deter others from 
similar wrongdoings;

	5. For attorneys' fees;

	6. For pre- and post- judgment interest;

	7. For cost of suit; and

	8. For such other and further relief as this Court may deem 
just and proper.


Respectfully submitted,

James J. Ron, Esquire			Joseph C. Kohn
Pa. I.D. No. 21636			Pa. I.D. No. 36565
Karen M. Scheller, Esquire		Robert J. La Rocca, Esquire
Pa. I.D. No. 25751			Pa. I.D. No. 26203
Judson A. Aaron, Esquire		Kohn, Nast &  Graf, P.C.
Pa. I.D. No. 63794			2400 One Reading Center
Conrad 0'Brien Gellman			1101 Market Street
  &  Rohn, P.C.				Philadelphia, PA 19107
1515 Market Street, l6th Floor		(215) 238-1700
Philadelphia, PA 19102-1916
(215) 864-9600
					ATTORNEYS FOR PLAINTIFFS
					AND THE CLASS