1306506 ONTARIO LIMITED

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NEW YORK

FEDERAL TRADE COMMISSION
Plaintiff
v.
1306506 ONTARIO LIMITED, a Canadian Corporation;
T.S.I. SERVICE CORP., a Nevada Corporation;
VINNY BUBIC, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.; and
ERROL ALEXANDER, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.;
Defendants.

Civil Action No.

PLAINTIFF'S PROPOSED ORDER FOR PRELIMINARY INJUNCTION WITH ASSET FREEZE AND OTHER RELIEF

The Court, having granted the Ex Parte Motion for a Temporary Restraining Order with other relief, filed by plaintiff, Federal Trade Commission ("FTC") pursuant to sections 13(b) and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. § 53(b) and 57b; having entered an Order to Show Cause Why a Preliminary Injunction Should Not Issue; and having considered the submissions of Plaintiff and being advised in the premises, hereby finds:

1. This Court has jurisdiction over the subject matter of this case and there is good cause to believe it will have jurisdiction over all parties hereto.

2. There is good cause to believe that Plaintiff will ultimately succeed in establishing that Defendants 1306506 Ontario Limited; T.S.I. Service Corp.; Vinny Bubic, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.; and Errol Alexander, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.; have engaged in and are likely to engage in the future in acts and practices that violate Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), and the Telemarketing Sales Rule, 16 C.F.R. Part 310, and that Plaintiff is therefore likely to prevail on the merits of this action.

3. There is good cause to believe that immediate and irreparable damage to the Court's ability to grant effective final relief for consumers in the form of monetary restitution will occur from the sale, transfer, or other disposition or concealment by Defendants of their assets or corporate records absent continuation of the asset freeze.

4. Weighing the equities and considering Plaintiff's likelihood of ultimate success, a Preliminary Injunction with asset freeze and other equitable relief is in the public interest.

5. Plaintiff is not required to post any security, pursuant to Fed. R. Civ. P. 65(c), which provides that no security is required of any agency of the United States for issuance of a restraining order.

ORDER

DEFINITIONS

For purposes of this preliminary injunction order, the following definitions shall apply:

1. "Plaintiff" means the Federal Trade Commission.

2. "Defendant" or "Defendants" means 1306506 Ontario Limited; T.S.I. Service Corp.; Vinny Bubic, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.; Errol Alexander, individually and as a director and officer of 1306506 Ontario Limited and T.S.I. Service Corp.; and any subsidiaries, affiliates and any fictitious business entities or business names created or used by these entities, including but not limited to TSI, TSI Financial Services, TSI Services, TSI Security, TeleConsultant Service International/TSI; or any of them.

3. "Asset" or "Assets" means any legal or equitable interest in, right to, or claim to, any real or personal property, including, but not limited to, "goods," "instruments," "equipment," "fixtures," "general intangibles," "inventory," "checks," or "notes," (as these terms are defined in the Uniform Commercial Code), lines of credit, and all cash, chattels, leaseholds, contracts, mail or other deliveries, shares of stock, lists of consumer names, accounts, credits, premises, receivables, funds, and all cash, wherever located.

4. The term "Document" or "Documents" means any materials listed in Federal Rule of Civil Procedure 34(a) and includes writings, drawings, graphs, charts, photographs, audio and video recordings, computer records, and other data compilations from which information can be obtained and translated, if necessary, into reasonably usable form through detection devices. A draft or nonidentical copy is a separate Document within the meaning of the term.

CEASE AND DESIST

IT IS THEREFORE ORDERED that Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, and all other persons or entities in active concert or participation with them, including, but not limited to, CGSI, COMPAID, American Card Registry, Vacation Link Centres Ltd., Tel-A-Sell Marketing, Coast to Coast, and NTS, who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, or any of them, in connection with the telemarketing, advertising, marketing, proposed sale, or sale of any product or service, or the entering into any contract or any other arrangement relating to the telemarketing, advertising, marketing, proposed sale or sale of any product or service, are hereby restrained and enjoined from making, or assisting in the making of, directly or by implication, orally or in any writing, any false or misleading statement or representation of material fact, including, but not limited to, any false or misleading representation regarding:

A. Any affiliation with a consumer's credit card issuer or any other third party;

B. Consumers' liability for unauthorized use of their credit cards; and

C. Any amounts due by consumers who have not agreed to purchase any product or service from Defendants.

II.

MAINTAIN RECORDS

IT IS FURTHER ORDERED that Defendants, and their officers, agents, directors, servants, employees, salespersons, independent contractors, attorneys, corporations, subsidiaries, affiliates, successors, and assigns, and all other persons or entities in active concert or participation with them, including, but not limited to, CGSI, COMPAID, American Card Registry, Vacation Link Centres Ltd., Tel-A-Sell Marketing, Coast to Coast, and NTS, who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, or any of them, are hereby restrained and enjoined from:

A. Failing to create and maintain books, records, accounts, bank statements, current accountants' reports, general ledgers, general journals, cash receipt ledgers and source Documents, Documents indicating title to real or personal property, and any other data which, in reasonable detail, accurately, fairly and completely reflect the incomes, disbursements, transactions and uses of the Defendants' Assets; and

B. Destroying, erasing, mutilating, concealing, altering, transferring, or otherwise disposing of, in any manner, directly or indirectly, any books, records, tapes, disks, contracts, accounting data, handwritten notes, checks (fronts and backs), correspondence, forms, advertisements, brochures, manuals, telemarketing scripts, sales presentations, electronically stored data, banking records, customer lists, customer files, mailing lists, telemarketer lists, invoices, telephone records, receipt books, postal receipts, ledgers, payroll records, or other Documents of any kind, including information stored in computer-maintained form (such as electronic mail), in their possession, custody or control.

C. Creating, operating, or exercising any control over any new business entity, including any partnership, sole proprietorship or corporation, without first providing Plaintiff with a written statement disclosing: (1) the name of the business entity; (2) the address and telephone number of the business entity; (3) the names of the business entity's officers, directors, principals, managers, and employees; and (4) a detailed description of the business entity's intended activities.

III.

ASSET FREEZE

A. Transferring, liquidating, converting, encumbering, pledging, loaning, selling, concealing, dissipating, disbursing, assigning, spending, withdrawing, granting a lien or security interest or other interest in, or otherwise disposing of any Assets, or any interest therein, wherever located, that are (1) owned, controlled or held by, or for the benefit of, in whole or in part, any Defendant; or (2) in the actual or constructive possession of any Defendant; including, but not limited to, any Assets held in any account at any bank or savings and loan institution, or any credit card processing agent, customer service agent, commercial mail receiving agency, or mail holding or forwarding company, or any credit union, IRA custodian, money market or mutual fund, storage company, trustee, or with any broker-dealer, escrow agent, title company, commodity trading company, precious metal dealer, or other financial institution or depository of any kind, either within or outside the United States;

B. Opening or causing to be opened any safe deposit boxes, commercial mail boxes, or storage facilities titled in the name of any Defendant, or subject to access by any Defendant or under the control of any Defendant, without providing Plaintiff prior notice and an opportunity to inspect the contents in order to determine that they contain no Assets covered by this Section;

C. Incurring charges or cash advances on any credit card issued in the name, singly or jointly, of any Defendant;

D. Notwithstanding the asset freeze provisions of Subsections III.A-C above, Defendants Vinny Bubic and Errol Alexander may, upon compliance with Section V of this Order and Section V of the Temporary Restraining Order entered by this Court, pay from his or her individual personal funds reasonable, usual, ordinary, and necessary living expenses not to exceed $500, subject to prior written agreement with Plaintiff;

E. Transferring any funds or other Assets subject to this Order for attorneys' fees or living expenses, except from accounts or other Assets identified by prior written notice to Plaintiff and prior approval by the Court. Provided further, that no attorneys' fees or living expenses, other than those set forth in Subsection D, and only in accordance with the procedures set forth in Subsection D, shall be paid from funds or other Assets subject to this Order unless and until the Defendant requesting such funds has completed a sworn financial statement as required by Section V of this Order and by Section V of the Temporary Restraining Order entered by this Court, and submitted such statement to the Court and served such statement upon counsel for Plaintiff.

F. The Assets affected by this Section shall include both existing Assets and Assets acquired after the effective date of this Order.

IV.

DUTIES OF THIRD PARTIES

IT IS FURTHER ORDERED that, pending determination of Plaintiff's request for a permanent injunction, that each of the entities named in Section III.A. above, maintaining or having custody or control of any account or other Asset of any Defendant, or that at any time since July 1, 1997, has maintained or had custody of any such Asset, and which is provided with a copy of this Order, or otherwise has actual or constructive knowledge of this Order, shall:

A. Hold and retain within its control and prohibit the withdrawal, removal, assignment, transfer, pledge, hypothecation, encumbrance, disbursement, dissipation, conversion, sale, liquidation or other disposal of any of the Assets or other property held by, under its control, or on behalf of any Defendant in any account maintained in the name of, or for the benefit or use of, any Defendant, in whole or in part, except in accordance with any further order of the Court; and

B. Deny Defendants access to any safe deposit boxes, commercial mail boxes or storage facilities that are either titled in the name, individually or jointly, of any Defendant, or otherwise subject to access by any Defendant.

C. Within four (4) business days of the date of notice of this Order, provide to counsel

for Plaintiff a statement setting forth:

1. The identification of each account or Asset titled in the name, individually or jointly, of any Defendant, or held on behalf of, or for the benefit or use of, any Defendant;

2. The balance of each such account, or a description and appraisal of the value of such Asset, as of the close of business on the day on which notice of this Order is received, and, if the account or other Asset has been closed or removed, the date closed or removed, the total funds removed in order to close the account, and the name of the person or entity to whom such account or other Asset was remitted; and

3. The identification of any safe deposit box, commercial mail box, or storage facility that is either titled in the name individually or jointly, of any Defendant, or is otherwise subject to access or control by any Defendant.

D. Allow representatives of Plaintiff immediate access to inspect and copy any records or other Documents pertaining to such account or Asset, including, but not limited to originals or copies of account applications, account statements, signature cards, checks, drafts, deposit tickets, transfers to and from the accounts, all other debit and credit instruments or slips, currency transaction reports, 1099 forms, and safe deposit box logs.

E. The Assets and accounts affected by this Section shall include both existing Assets and Assets acquired after the effective date of this Order

.V.

COMPLETE AND FILE FINANCIAL STATEMENT

IT IS FURTHER ORDERED that each Defendant named in the caption of this Order shall have a continuing duty to provide this Court and serve upon counsel for Plaintiff with updated financial statements, on the forms served with the Temporary Restraining Order.

VI.

REPATRIATION OF ASSETS AND DOCUMENTS LOCATED IN FOREIGN COUNTRIES

A. Within three (3) business days following service of this Order, take such steps as are necessary to repatriate to the territory of the United States of America all Documents and Assets that are located outside of such territory and are held by or for Defendants or are under Defendants' direct or indirect control, jointly, severally, or individually;

B. Within three (3) business days following service of this Order, provide Plaintiff with a full accounting of all Documents and Assets that are located outside of the territory of the United States of America or that have been transferred to the territory of the United States pursuant to Subsection A above and are held by or for any Defendant or are under any Defendant's direct or indirect control, jointly, severally, or individually, including the names and address of any foreign or domestic financial institution or other entity holding the Assets, along with the account numbers and balances;

C. Hold and retain all transferred Documents and Assets and prevent any transfer, disposition, or dissipation whatsoever of any such Documents or Assets; and

D. Provide Plaintiff access to Defendants' records and Documents held by financial institutions or other entities outside the territorial United States, by signing the Consent to Release of Financial Records attached to the Temporary Restraining Order as Attachment A.

VII.

DISTRIBUTION OF ORDER BY DEFENDANTS

IT IS FURTHER ORDERED that Defendants shall immediately provide a copy of this Order to each of their corporations and corporations' employees, subsidiaries, affiliates, directors, officers, successors, assigns, employees, agents, and independent contractors. Within twenty-one (21) calendar days following service of this Order by Plaintiff, Defendants shall file with this Court and serve on Plaintiff, an affidavit identifying the names, titles, addresses, and telephone numbers of the persons and entities Defendants have served with a copy of this Order in compliance with this provision.

VIII.

NOTICE OF THIS ORDER

IT IS FURTHER ORDERED that copies of this Order may be distributed by first class mail, overnight delivery, facsimile, electronic mail, or personally, by agents or employees of Plaintiff, upon any credit card processing agent, customer service agent, commercial mail receiving agency, or mail holding or forwarding company, or any bank, savings and loan institution, credit union, financial institution, brokerage house, escrow agent, IRA custodian, money market or mutual fund, title company, commodity trading company, common carrier, storage company, trustee, or any other person, partnership, corporation, or legal entity that may be in possession of any Documents, records, Assets, property, or property right of any Defendant, and any Internet service provider or other person, partnership, corporation, or legal entity that may be subject to any provision of this Order.

IX.

CONSUMER REPORTING AGENCIES

IT IS FURTHER ORDERED that, pursuant to Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681b, any consumer reporting agency may furnish a consumer or credit report concerning any Defendant to Plaintiff.

JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for all purposes.

Dated: , 2000 United States District Judge

PRESENTED BY:

Dated: ____________________

DEBRA A. VALENTINE
General Counsel

DAVID A. O'TOOLE
PATRICIA POSS
Federal Trade Commission
55 E. Monroe St., Suite 1860
Chicago, IL 60603
(312) 960-5634
(312) 960-5600 (fax)

Attorneys for Plaintiff
FEDERAL TRADE COMMISSION