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.'" [click here to view in context]

"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." [click here to view in context]

"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." [click here to view in context]

"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." [click here to view in context]

"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." [click here to view in context]

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.

   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.

   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":

   "[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." [click here to view in context]

   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%.

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