### Amway: The Untold Story

Brig & Lita Hart vs. Amway et al

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

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

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

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

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

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

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

Hart also confirms that the tools business is based on a "wink and a handshake" rather than on written agreements and contracts:

> "Through a course of dealing and through business practices over this period of time, business and distributor relationships were formed and implied agreements for the distribution and sale of business support materials were created along network lines between Diamond-level distributors in the Amway Network. Pursuant to these implied agreements, the Amway distributors agreed not to "go around" another distributor who has at least achieved the Diamond status in Amway to sell business support materials to down-line distributors in the Amway Network."

This is significant for several reasons:

1. When someone signs an Amway distributor agreement, that person and Amway Corp. enter into a legally binding contract, the terms of which are spelled out in considerable detail in the agreement itself, the Business Compendium, and other official Amway publications. This offers a degree of protection to the distributors, as the terms of this agreement are enforceable under contract law; should Amway not pay a distributor what it promised to, or otherwise violate the terms of the contract, that person has legal remedies available to them.
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."

Hart claims that with this statement Devos "expressed concern that certain disreputable distributors would not recognize the lines of sponsorship." Frankly, I don't see how this quote supports Hart's position. Devos is plainly stating that the motivation--the tools--should not become "a business in itself", something it clearly has for Hart and others. Hart fails to include this quote from the same "Directly Speaking" tape:

> "We're going to put out legally clear tapes that give it straight, and that you can rely on, we're going to put them out at a price we think it right, we'll put a little BV on 'em so that you recover some of the costs, and -- we have a little hooker in there, by the way -- the BV on tapes can never exceed twenty percent of your total Business Volume. Now, I haven't figured out what to do if you go to twenty-one percent, but we will, we may just not pay you on it -- because when your tape volume becomes so great in relationship to your regular business, then you are no longer in the Amway business -- you're in the tape business.

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

Here Devos is saying that if tape profits exceed 20% of your BV, you're in the tape business and not the Amway business, and this "in fact...could be called a pyramid..." Now go back and read the part where Hart admits that his tools income, and that of other distributors, "far exceed[s]" the revenues from his Amway business. It would certainly seem that "far exceeds" translates to a heck of a lot more than 20%.

Hart's complaint seems to me to be the equivalent of the drug dealer who goes to the local police station and complains that someone just broke into his house and stole his stash of crack cocaine. Nonetheless, it sheds some welcome light on the normally secretive tools business...something I doubt Yager and the other defendants will welcome.

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

UNITED STATES DISTRICT COURT
`MIDDLE DISTRICT FLORIDA`
`JACKSONVILLE DIVISION`

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

`COMPLAINT`

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

`INTRODUCTION`

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

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

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

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

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

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

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

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

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

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

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

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

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

`JURISDICTION AND VENUE`

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

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

`PARTIES`

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

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

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

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

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

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

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

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

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

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

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

`NATURE OF SPECIFIC CLAIMS`

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

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

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

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

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

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

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

`FACTUAL ALLEGATIONS`

`Amway's Distributor Network`

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

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

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

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

`Distributor Relations`

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

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

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

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

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

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

`Business Support Materials`

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

`Amway Rules`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`Course of Dealing Under Rule 4`

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

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

`Antitrust Exception for Amway`

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

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

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

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

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

`The Relationship of the Parties`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`Actions Giving Rise to Suit`

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

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

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

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

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

`Childers' Violations of Rule 4`

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

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

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

`Childers' Major Functions`

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

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

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

`Amway`

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

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

`Conspiracy Among Distributor Defendants`

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

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

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

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

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

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

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

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

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

`COUNT I`
`VIOLATION OF CIVIL RICO`
`BY THE DISTRIBUTOR DEFENDANTS`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`COUNT II`
`CONSPIRACY TO VIOLATE CIVIL RICO`
`BY THE DISTRIBUTOR DEFENDANTS`

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

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

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

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

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

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

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

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

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

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

`COUNT III`
`BREACH OF CONTRACT`

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

`First Claim Against Setzer`

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

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

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

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

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

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

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

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

`Second Claim Against Setzer`

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

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

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

`Claim Against Setzer and D'Amico`

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

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

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

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

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

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

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

`Claim Against Childers`

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

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

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

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

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

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

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

`COUNT IV`
`BREACH OF IMPLIED CONTRACT`

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

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

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

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

`First Claim Against Setzer`

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

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

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

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

`Second Claim Against Setzer`

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

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

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

`Claim Against Setzer and D'Amico`

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

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

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

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

`Claim Against Childers`

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

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

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

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

`Quantum Meruit Claims Against Distributor Defendants`

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

`COUNT V`
`TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS`

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

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

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

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

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

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

`First Claim Against Setzer`

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

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

`Second Claim Against Setzer`

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

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

`Claim Against Setzer and D'Amico`

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

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

`Claim Against Childers`

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

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

`COUNT VI`
`TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS`

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

`D'Amico`

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

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

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

`Hayes`

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

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

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

`Marin and Rodriquez`

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

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

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

`COUNT VII`
`VIOLATION OF THE SHERMAN ANTITRUST ACT`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`COUNT VIII`
`VIOLATION OF FLORIDA`
`DECEPTIVE AND UNFAIR TRADE PRACTICES ACT`

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

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

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

`COUNT IX`
`BREACH OF FIDUCIARY DUTY AGAINST`
`SETZER AND CHILDERS`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`Yager, Childers, and Foley`

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

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

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

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

`COUNT XI`
`INJUNCTIVE RELIEF`

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

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

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

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

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

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

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

`213.`
`WHEREFORE, Plaintiffs pray for relief as follows:`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

`31. A trial by jury; and`

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

`This 8th day of April, 1997`

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

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