There are number of things about this settlement that I find disturbing. The most glaring deficiency is what Amway has the nerve to call "compensation." To offer to compensate affected distributors--many of whom were bilked out of hundreds or thousands of dollars--by giving them coupons which will enable them to buy Amway product at the same price they've been paying all along, is the definitive example of adding insult to injury.

Another problem is Amway's method of notifying class members. Amway has agreed to notify only those distributors who were class members during calendar year 1995, but not those who were class members from 1990 to 1995. Their only other means of notifying the rest of the class members is to place a single announcement in a single national newspaper. It seems to me that a large percentage, maybe most, of the class members will not be aware of the proposed settlement. Not being aware, they will not have the opportunity to opt out, and will therefore be giving up their legal rights without even knowing that they're doing so. Amway's limited obligations to notify class members is not mentioned in the notice distributed in the Amagram.

Another disturbing element is that class members who opt out are also giving up their right to protest the terms of the settlement. I don't know if this is a standard clause in class action settlement agreements, but I find it remarkable. Remember that there are two ways the proposed settlement can be tossed out: 1) Amway can choose to do so if more than 200 class members opt out, and 2) the judge can do so if enough class members complain that the terms of the settlement are unfair. This means that a class member who is outraged by the terms of the settlement, as many will be, will have two choices. 1) He/she can opt out of a settlement that he feels is an insult, but in doing so gives up the right to protest to the judge and perhaps convince the judge to insist on a more equitable settlement. Or, 2) he can choose not to opt out in order to preserve his right to protest, but in doing so give up his rights to pursue legal action of his own. Either shut up or lose your legal rights...some choice.

The somewhat positive part of the settlement agreement are the additions to and reinforcements of the rules regarding the sale of tools. Most of the disclaimers detailed in the full agreement have already been used for some time now, but a couple of the rules are new. Even these are minor concessions, as rules are useless they're enforced, and it's abundantly clear that many of Amway's long-standing rules have been, and continue to be, widely ignored. Distributors who produce and sell tools have already been required (probably as a result of previous lawsuits) to include disclaimers to the effect that the purchase of the tools are optional, yet we know that distributors have found ways to circumvent the intention of these disclaimers and have continued to pressure and coerce distributors into buying them. "The tools are optional, and so is success." It remains to be seen whether these additional rules and procedures will have any significant impact on the abuses that Amway has for so long known about but consistently failed to deal with in any truly effective way.

I should add that I don't fault the Hanrahans for how things turned out in this case. I believe they did the best they could with the resources available to them, and they did far more than most people have in similar circumstances. Those who were harmed by Amway are no worse off because of this settlement, and hopefully the changes to Amway's rules and procedures will reduce the number of future victims.

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

John HANRAHAN, Stacy HANRAHAN,                )
and Mark MENSACK, on behalf of                )
themselves and all others similarly situated, )
                                              )
          Plaintiffs,                         )  Civil Action No. 94-CV 4615
                                              )   Judge Jan E. DuBois
      v.                                      )
                                              )
EXECUTIVES UNLIMITED, INC.,                   )
EXECUTIVE PLANNERS, INC.,                     )
AMERICAN MULTIMEDIA, INC., BRITT              )
MOTIVATION, INC., BRITT LEASING,              )
INC., BRITT MANAGEMENT, INC., BRITT           )
RESOURCES, INC., William BRITT, YAGER         )
ENTERPRISES, DEXTER R. YAGER, SR. &           )
FAMILY ENTERPRISES, INC., DEXTER              )
YAGER SECURITIES, INC., D&B YAGER             )
ENTERPRISES, INC., DEXTER YAGER               )
MOTIVATION, INC., INTERNET                    )
SERVICES CORPORATION,                         )
INTERNATIONAL COMMUNICATION                   )
CORPORATION OF AMERICA, YAGER                 )
RESORT PROPERTIES, INC.,                      )
DREAMBUILDERS REVIEW, Dexter                  )
YAGER, and AMWAY CORPORATION,                 )
                                              )
          Defendants.                         )
                                              )
 

                                       NOTICE OF PENDENCY
                                 AND SETTLEMENT OF CLASS ACTION
 
 

    TO:   ALL PERSONS IN THE UNITED STATES WHO, AT ANY TIME
          DURING THE PERIOD FROM JANUARY l,1990 TO AUGUST 1,1996,
          HAVE BEEN OR ARE AMWAY DISTRIBUTORS IN THE AMWAY
          LINES OF SPONSORSHIP "DOWNLINE" FROM THE AMWAY
          DISTRIBUTORSHIPS OF EITHER BILL BRITT OR DEXTER YAGER OR
          WHO PURCHASED MOTIVATIONAL MATERIALS PUBLISHED,
          PRODUCED, DISTRIBUTED OR SOLD BY EXECUTIVES UNLIMITED,
          INC., EXECUTIVE PLANNERS, INC., AMERICAN MULTIMEDIA, INC.,
          BRITT MOTIVATION, INC., BRITT LEASING, INC., BRITT
          MANAGEMENT, INC., BRITT RESOURCES, INC., BILL BRITT, YAGER
          ENTERPRISES, DEXTER R. YAGER, SR. & FAMILY ENTERPRISES, INC.,
          DEXTER YAGER SECURITIES, INC., D&B YAGER ENTERPRISES, INC.,
          DEXTER YAGER MOTIVATION, INC., INTERNET SERVICES
          CORPORATION, INTERCONTINENTAL COMMUNICATION
          CORPORATION OF AMERICA (LISTED IN THE COMPLAINT AS
          INTERNATIONAL COMMUNICATION CORPORATION OF
          AMERICA), YAGER RESORT PROPERTIES, INC., DREAMBUILDERS
          REVIEW, AND DEXTER YAGER, BUT EXCLUDING: THE
          DEFENDANTS; ANY ENTITY IN WHICH THE DEFENDANTS HAVE A
          CONTROLLING INTEREST; AND THE OFFICERS AND DIRECTORS,
          AFFILIATES, LEGAL REP.RESENTATIVES, HEIRS, SUCCESSORS, OR
          ASSIGNEES OF THE DEFENDANTS (the "Settlement Class").
 

    YOU SHOULD READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR LEGAL RIGHTS MAY BE AFFECTED BY THE LAWSUIT DESCRIBED IN THIS
NOTICE.

    YQU ARE HEREBY NOTIFIED that the above-captioned class action is pending
in the United States District Court for the Eastern District of Pennsylvania. Plaintiffs, on
behalf of themselves and all other similarly situated people, allege that certain
defendants misrepresented the nature and characteristics of Amway distributorships
and of motivational materials or training materials they published, produced,
distributed or sold, in violation of federal statutes, l8 U.S.C. § 1961, et seq., and state
common law, and fixed the prices of and allocated customers for such materials in
violation of federal law, l5 U.S.C. § 1. Plaintiffs' allegations are set forth in full in their
Second Amended Complaint, which is on file with the Clerk of the United States
District Court for the Eastern District of Pennsylvania, U.S. Courthouse, 601 Market
Street, Philadelphia PA 19I06.

     The defendants vigorously deny all of these allegations, deny any and all
liability, and deny that any plaintiff or potential class member is entitled to any
damages. Defendants have agreed to settle the claims against them to reduce the
expense and inconvenience of further litigation.  The Court has not ruled in favor of
any plaintiff or against any defendant on any claim.

     The Court has preliminarily approved a proposed settlement, and directed that
notice be given to the Settlement Class. A hearing will be held before the Honorable Jan
E. DuBois, United States District Judge for the Eastern District of Pennsylvania,
Independence Mall West, 601 Market Street, Philadelphia, PA 19106, on December 16,
1996 at 2:30 p.m. for the purpose of determining whether the proposed settlement
should be approved as fair, reasonable and adequate, and in the best interests of the
Settlement Class; whether this litigation should be dismissed on the merits with
prejudice and without costs; and whether the application by plaintiffs' counsel for an
award of attorneys' fees, costs and disbursements should be approved. The Court may
adjourn the settlement hearing from time to time, without any further notice to the
Settlement Class.

    Under the terms of the proposed settlement, upon Court approval, each member
of the Settlement Class who submits the proof of claim that appears at the end of this
Notice will receive a coupon redeemable for a discount of 35% off the suggested retail
price for up to ten (but not more than three of any one item) of the following products:
Double X; Leading Edge/Zoom (1 liter); LOC (1 liter); See Spray (1 lifer); IndustraClean;
Perfume Fragrances; Home Fragrances; Deep Cleansing Shampoo; Light Conditioner;
Durashine Floor Polish; Carpet & Upholstery Shampoo; D-15 Insect Repellent;
Hourgard Insect Repellent; Alpha Hydroxy Serum; Oral Rinse; Foundation; Lip Color;
Blush; Vinyl & Leather Cleaner; and Flash Coat. Coupons may be redeemed within 180
days of issuance by mailing them with appropriate payment to Amway. Full
instructions will accompany each coupon. In addition, the defendants will make
several changes to their business practices designed to keep customers informed that
the purchase of motivational materials is optional and that they may be entitled to a
refund for unwanted motivational items.

    The defendants are paying $375,000 into a cash fund, and plaintiffs' counsel
intend to make application to the Court for an award of counsel fees and expenses to
them and reimbursement for time and expenses incurred by certain named plaintiffs in
connection with the litigation and the settlement up to the full amount of that cash
fund. The application for fees and reimbursement of expenses by plaintiffs' counsel
will be filed with the Court by October 15, 1996, will be available for inspection at the
Office of the Clerk of the Court, and will be heard and considered by the Court before
any attorneys' fees may be paid, or distributions made from the cash fund.

    This proposed settlement is a compromise of disputed claims and is not to be
taken as an indication of liability or that damages have been, or would be, found against
any defendant. The Court has not reached any conclusion regarding the merits of
plaintiffs' claims, nor on the defendants' legal defenses.

    IF YOU WERE AN AMWAY DISTRIBUTOR DOWNLINE FROM THE
DISTRIBUTORSHIP OF BILL BRITT OR DEXTER YAGER OR PURCHASED
MOTIVATIONAL MATERIALS PUBLISHED, PRODUCED, DISTRIBUTED. OR SOLD
BY EXECUTIVES UNLIMITED, INC., EXECUTIVE PLANNERS, INC., AMERICAN
MULTIMEDIA, INC., BRITT MOTIVATION, INC., BRTTT LEASING, INC., BRITT
MANAGEMENT, INC., BRITT RESOURCES, INC., BILL BRITT, YAGER
ENTERPRISES, DEXTER R. YAGER, SR. & FAMILY ENTERPRISES, INC., DEXTER
YAGER SECURITIES, INC., D&B YAGER ENTERPRISES, INC., DEXTER YAGER
MOTIVATION, INC., INTERNET SERVICES CORPORATION, INTERCONTINENTAL
COMMUNICATION CORPORATION OF AMERICA (LISTED IN THE COMPLAINT
AS INTERNATIONAL COMMUNICATION CORPORATION OF AMERICA), YAGER
RESORT PROPERTIES, INC., DREAMBUILDERS REVIEW, OR DEXTER YAGER AT
ANY TIME FROM JANUARY 1, 1990 TO AUGUST 2, 1996, YOUR RIGHTS MAY BE
AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT. YOU
HAVE SEVERAL OPTIONS:

    (a) If you satisfy the definition above, you are a member of the Settlement Class
unless you request exclusion. If you choose to remain a member of the Settlement
Class, upon approval by the Court, you will be bound by the final judgment and will
release all individual claims against defendants based upon any alleged
misrepresentation about the characteristics of an Amway distributorship or about
motivational materials, or any alleged fixing of prices or allocation of customers for
motivational materials. Objections to the proposed settlement, and the objector's
intention to appear at the settlement hearing, must be filed on or before November 15,
1996. If you choose to remain a member of the Settlement Class and wish to receive a
coupon, you must submit the proof of claim that appears at the end of this notice,
postmarked by January 15, 1997, to:

               Hanrahan v. Executives Unlimited, Inc. Litigation
               P.O. Box 510
               Ada, Michigan 49355-0510

If you submit a proper proof of claim, the coupon will be sent to you within 90 days
after the Court approves the settlement.

    (b) If you do not wish to be a member of the Settlement Class, you must request
exclusion by submitting a letter or postcard postmarked no later than November 15,
1996, to P.O. Box 510, Ada, Michigan 49355-0510. You must include the name of the
case (Hanrahan v. Executives Unlimited, Inc., Civil Action No. 94-CV-4615), and also
provide your name, address, telephone number, the date you first became an Amway
distributor, your ADA number, if available, and the name of your sponsor. If you send
a timely request for exclusion: (i) you will be excluded from the Settlement Class and
will not participate in the settlement or be eligible to receive a coupon; (ii) you will not
be permitted to appear at the hearing or object to the Settlement Class and the
settlement; and (iii) you will not be precluded from otherwise pursuing any individual
claim against defendants. NO REQUEST FOR EXCLUSION WILL BE CONSIDERED
VALID UNLESS ALL OF THE INFORMATION DESCRIBED ABOVE IS INCLUDED.

Defendants have the right to withdraw from the settlement depending upon the
number of opt-outs.

    If you do not request exclusion and provide the information required, your
interests will be represented by the plaintiffs through counsel for the Settlement Class:
Kohn, Swift & Graf, P.C., l101 Market Street, Suite 2400, Philadelphia PA 19107, and
Conrad, O'Brien, Gellman & Rohn, P.C., 1515 Market Street, l6th Floor, Philadelphia PA
19102. If you wish, you may enter an appearance through counsel of your choice. If
you remain in the Settlement Class, and you do not retain your own counsel, you will
not be responsible for the payment of any legal costs or attorneys' fees during this
litigation.

    This Notice summarizes the proposed settlement, which is detailed in a proposed
Settlement Agreement filed with the Court. A copy of the Settlement Agreement may
be inspected at the Office of the Clerk of the United States District Court for the Eastern
District of Pennsylvania during regular business hours. If you would like a copy of this
Notice, you may request it by writing to the address listed in paragraph 3(b) above.

                      PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE
 

                            By: Order of the United States District Court For
                            The Eastern District of Pennsylvania
                            Honorable Jan E. DuBois
 

                  (This is the full text of the proposed settlement agreement)
 

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

John HANRAHAN, Stacy HANRAHAN,                )
and Mark MENSACK, on behalf of                )
themselves and all others similarly situated, )
                                              )
          Plaintiffs,                         )  Civil Action No. 94-CV 4615
                                              )   Judge Jan E. DuBois
      v.                                      )
                                              )
EXECUTIVES UNLIMITED, INC.,                   )
EXECUTIVE PLANNERS, INC.,                     )
AMERICAN MULTIMEDIA, INC., BRITT              )
MOTIVATION, INC., BRITT LEASING,              )
INC., BRITT MANAGEMENT, INC., BRITT           )
RESOURCES, INC., William BRITT, YAGER         )
ENTERPRISES, DEXTER R. YAGER, SR. &           )
FAMILY ENTERPRISES, INC., DEXTER              )
YAGER SECURITIES, INC., D&B YAGER             )
ENTERPRISES, INC., DEXTER YAGER               )
MOTIVATION, INC., INTERNET                    )
SERVICES CORPORATION,                         )
INTERNATIONAL COMMUNICATION                   )
CORPORATION OF AMERICA, YAGER                 )
RESORT PROPERTIES, INC.,                      )
DREAMBUILDERS REVIEW, Dexter                  )
YAGER, and AMWAY CORPORATION,                 )
                                              )
          Defendants.                         )
                                              )
 
 

                                      SETTLEMENT AGREEMENT
 

WHEREAS, plaintiffs in this civil class action have alleged that defendants
Executives Unlimited, Inc., Executive Planners, Inc., American Multimedia, Inc.,
Britt Motivation, Inc., Britt Leasing, Inc., Britt Management, Inc., Britt Resources,
Inc., Bill Britt (collectively, the "Britt defendants"), and Yager Enterprises, Dexter
R. Yager, Sr. & Family Enterprises, Inc., Dexter Yager Securities, Inc., D&B Yager
Enterprises, Inc., Dexter Yager Motivation, Inc., Internet Services Corporation,
Intercontinental Communication Corporation of America (listed in the
complaint as International Communication Corporation of America), Yager
Resort Properties, Inc., Dreambuilders Review, and Dexter Yager (collectively,
the "Yager defendants") violated the Sherman Act, 15 U.S.C. § 1, the Racketeer
Influenced and Corrupt Organizations Act ("RICO"),18 U.S.C.  §§ 1962(c) and
(d), and common law fraud and negligent misrepresentation, and defendant
Amway Corporation ("Amway") participated in the alleged Sherman Act
violation and aided and abetted the alleged RICO violations; and

WHEREAS, the Britt Defendants, the Yager Defendants and Amway (hereinafter
the "defendants") have vigorously denied each and every one of these
allegations and any liability whatsoever; and

WHEREAS, the class plaintiffs and their attorneys have conducted an
investigation into the facts and issues raised by their allegations and have
concluded that settlement with the defendants on the terms set forth in this
Settlement agreement is in the best interests of class plaintiffs and the Settlement
Class (as defined below); and

WHEREAS, defendants have agreed to enter info this Settlement Agreement
solely in order to reduce further expense and inconvenience and remove the
distraction of burdensome and protracted litigation;

NOW, THEREFORE, in consideration of the covenants and agreements set forth
in this Settlement Agreement, it is agreed by and among the undersigned that the
claims made by the class plaintiffs and the Settlement Class against all
defendants shall be settled and compromised, subject to approval of the Court as
required by Rule 23(e) of the Federal Rules of Civil Procedure, on the following
terms and conditions:

l. The undersigned attorneys represent that they are fully authorized to
enter into the terms and conditions of, and to execute, this Settlement
Agreement.

2. This Settlement Agreement is entered into by defendants, the class
plaintiffs, and the Settlement Class to compromise and settle this litigation and
any and all claims, demands, causes of action, obligations, liabilities, and
damages of any kind, including costs, expenses and attorneys' fees, arising out of
or having connection in any way whatsoever with any act, omission, cause, matter or
allegation that is in whole or in part the subject of or asserted in the Complaint,
the Amended Complaint, and/or the Second Amended Complaint (the "Complaints") filed
in this action, as well as any and all claims, demands, causes of action, obligations,
liabilities, and damages of any kind, including costs, expenses and attorneys' fees,
whether known or unknown, that could have been asserted against any of the defendants
arising out of or having connection in any way whatsoever with any of the facts alleged
in the Complaints.

3. As used in this Settlement Agreement, the term "motivational materials"
includes audio tapes or cassettes, videotapes or cassettes, books, magazines, pamphlets,
training materials or other written or recorded materials, and rallies, seminars or
functions designed primarily for use by Amway distributors.

4. For purposes of accomplishing this Settlement Agreement only, the
parties agree that this action shall proceed as a class action under Rule 23(b)(3) of the
Federal Rules of Civil Procedure on behalf of a Settlement Class to be represented by
the plaintiffs in this action. The Settlement Class is defined as:

      All persons in the United States who, at any time during the period
      from January 1, l990 to August l, 1996, have been or are Amway
      distributors in the Amway lines of sponsorship "downline" from
      the Amway distributorships of either Bill Britt or Dexter Yager or
      who purchased motivational materials published, produced,
      distributed or sold by Executives Unlimited, Inc., Executive
      Planners, Inc., American Multimedia, Inc., Britt Motivation, Inc.,
      Britt Leasing, Inc., Britt Management, Inc., Britt Resources, Inc.,
      Bill Britt, Yager Enterprises, Dexter R. Yager, Sr. & Family
      Enterprises, Inc., Dexter Yager Securities, Inc., D&B Yager
      Enterprises, Inc., Dexter Yager Motivation, Inc., Internet Services
      Corporation, Intercontinental Communication Corporation of America
      (listed in the complaint as International Communication Corporation of
      America), Yager Resort Properties, Inc., Dreambuilders Review, or
      Dexter Yager; but such class excludes: the defendants; any entity in
      which the defendants have a controlling interest; and the officers
      and directors, affiliates, legal representatives, heirs, successors,
      or assignees of the defendants.

However, the Settlement Class does not include any individuals who properly
exclude themselves in accordance with Fed. R. Civ. P. 23 and in the manner
prescribed by the Court in this case.

The undersigned agree and promise, on behalf of themselves and their
respective clients in this action, that each will cooperate in the prompt
submission of this Settlement Agreement to the Court, will recommend
acceptance of the Settlement Agreement by the Court, will take all steps that may
be requested by the Court with regard to this Agreement, and will otherwise use
their best efforts to effectuate this Agreement and to obtain the prompt entry of
a final judgment of dismissal with prejudice in this action as to defendants. The
undersigned further agree to cooperate in determining the final form, contents,
timing and method of notice to be given to members of the Settlement Class of the
terms of this Settlement Agreement. An agreed-upon draft of such notice is attached.

6. Subject to the terms of this Settlement Agreement and in full,
complete and final settlement of the claims asserted or assertable in this action by
the class plaintiffs and the members of the Settlement Class who have not timely
excluded themselves from the Settlement Class, including, but not limited to, claims
for damages, interest thereon, attorneys' fees, expenses and costs, the parties agree
as set forth in paragraphs 7 through 12.
 

7. Compensation to members of the Settlement Class.

     a. Defendants will mail to each member of the Settlement Class
     who submits a properly executed Proof of Claim, as specified
     below, one coupon redeemable for a discount on a selection of the
     following Amway products: Double X; Leading Edge; Zoom (1
     liter); LOC (1 liter); See Spray (1 liter); Industra Clean; Perfume
     Fragrances; Home Fragrances; Deep Cleansing Shampoo; Light
     Conditioner; Durashine Floor Polish; Carpet & Upholstery
     Shampoo; L-15 Insect Repellent; Hourgard Insect Repellent; Alpha
     Hydroxy Serum; Oral Rinse; Foundation; Lip Color; Blush; Vinyl &
     Leather Cleaner; and Flash Coat.

     b. Coupon may be used to purchase up to ten of the products
     listed in paragraph 7.a., but no more than three units of any one
     product, directly from Amway at a discount of 35% off the
     suggested retail price in Amway's current price list for U.S.
     distributors in effect on the date the Settlement Agreement is finally
     approved by the Court. Coupon holders may use the coupons by
     sending an order form to Amway selecting ten items (or fewer, at
     the buyer's option) and remitting to Amway, by check or money
     order, the suggested retail price minus 35%, plus shipping and
     handling at half of Amway's normal rate, i.e., 2.00 per order or 2%
     of the amount of the order, whichever is greater.

     c. Coupons are freely transferable, but only one coupon can be
     redeemed per customer and only one coupon can be used per
     order.

     d. Coupons expire not less than 180 days from the date mailed
     to each claimant. The expiration date will be clearly indicated on
     each coupon.

8. Acts and Practices Provisions:

     a. Beginning 60 days after the date this Settlement Agreement
     receives final approval from the Court, the Britt defendants and the
     Yager defendants will label all motivational tapes and motivational
     publications, intended primarily for sale to Amway distributors
     that any of the Britt Defendants or Yager Defendants thereafter
     manufactures or produces, or causes to be manufactured or
     produced, with a notice (on the packaging or by printing on the
     product, at defendants' option) advising the customer:

         (1) That the purchase of the motivational item is optional
         and that the customer has the right to cancel or discontinue
         any future purchases of motivational items; and

         (2) That the motivational item is subject to a refund
         policy.

     b. Amway will maintain a Business Support Material Rule (the
     "BSM rule") requiring any distributor who chooses to sell
     motivational tapes, books or other materials to maintain a
     commercially reasonable buyback policy for those motivational
     materials for at least 90 days following purchase. Any distributor
     who directly purchases motivational tapes or publications from
     another distributor who does not comply with this rule is entitled
     to invoke Amway's Conciliation and Enforcement procedures, as
     discussed in the Amway Business Compendium. Amway will
     notify all current distributors of their rights under this BSM rule.

     c. Beginning 60 days after the date this Settlement Agreement
     receives final approval from the Court, the Britt defendants and
     Yager defendants will agree to include in any future contract for
     the sale of motivational materials a term requiring their customers
     to abide by the BSM rule as set forth in the preceding paragraph
     and stating the terms of the applicable refund policy.

     d. Beginning 60 days after the date this Settlement Agreement
     receives final approval from the Court, and once a year thereafter,
     Amway will publish a notice reminding distributors of their rights
     under the BSM rule, including their right to a refund on unwanted
     motivational tapes of publications and their right to invoke
     Awmay's Conciliation and Enforcement procedures. The notice
     will be published in Amagram magazine or, at Amway's sole
     option, distributed in any other manner directed to the address
     shown in Amway's records for each distributor of record at the
     time the notice is sent.

9. Dispute Resolution Procedures.

     a. Amway will maintain a dispute resolution mechanism, such
     as the present Conciliation and Enforcement Procedures, to resolve
     disputes concerning any alleged violations of the BSM rule set forth
     in paragraph 8 above. The dispute resolution mechanism will have
     the following features:

         (1) Any distributor may invoke the mechanism.

         (2) Disputes will be heard by a panel of Amway
         distributors designated by the Amway Distributors'
         Association Board ("ADAB"), the trade association of
         Amway distributors, or any successor of ADAB.

         (3) Dispute resolution panel members will be
         disinterested and impartial.

         (4) The dispute resolution panel will hold a hearing at
         which each party may submit whatever information it
         desires by individual testimony or documentary evidence.
         There will be no formal rules of evidence, but the panel may
         limit the length of discussion or the volume of irrelevant
         material.

         (5) The panel's primary goal will be to mediate or
         conciliate each dispute. However, if the parties do not agree
         following panel mediation, the panel will issue a written
         decision and a recommendation for resolving the dispute.

         (6) The dispute resolution procedures will provide for an
         intermediate appeal of any panel decision to the ADAB.

         (7) If the dispute is not otherwise resolved, the final
         recommendations of the panel and/or the ADAB are
         provided to Amway, which will make an independent
         determination and may conduct an independent
         investigation of the facts. Amway will issue a final decision
         adopting, reversing, or modifying the recommended
         resolution. Amway's decision in all cases will be final,
         conclusive and binding on all participants in the dispute
         resolution procedure.

     b. Amway will make available the sales and customer service
     personnel in its Distributor Relations and Customer Service
     departments, as appropriate, to respond to telephone inquiries
     from any distributors with questions about or disputes involving
     the Amway rules applicable to motivational materials. Those
     personnel will provide information about the relevant rules and
     will, to the extent practicable, use their best efforts to facilitate
     an informal resolution of any dispute involving the Amway rules.
     Amway will annually notify all distributors of the telephone
     numbers of the Distributor Relations and Customer Service
     departments.

l0. Rules And Procedures To Prevent Undue Pressure To Purchase
Motivational Materials.

     a. Amway will maintain a rule requiring sellers of motivational
     materials to notify their customers, at least once a year, that
     purchase of motivational materials is voluntary, by including in the
     packaging of tapes or in the text of publications the following
     message:

         "We have a continuing interest in you and your Amway
         business. This special message is to help you evaluate
         expenses which relate to Business Support Materials
         available to you. Your expenditures on these items should
         be reasonable compared to your business volume and
         profits. You should review your business expenses and
         decide whether you wish to continue purchasing future
         Business Support Materials. The use of Business Support
         Materials in connection with your Amway business is
         voluntary and should always be in compliance with the
         Amway Rules of Conduct."

     The Britt defendants and Yager defendants agree to continue
     to comply with this notice rule and provide their customers with
     this notice.

     b. Amway will maintain in the BSM rule described in
     paragraph 8 a requirement that any distributor who chooses to sell
     motivational materials on a "standing order" basis must adhere to
     the following principles and procedures:

         (1) All "standing order" customers have the right to
         cancel or change their order at any time.

         (2) At least twice a year, preferably in September and
         March, the seller will provide to each "standing order"
         customer a card with the following language conspicuously
         printed:

         "We have a continuing interest in you and your
         Amway business. This special message is to help you
         evaluate expenses which relate to Business Support
         Materials available to you. Your expenditures on these
         items should be reasonable compared to your business
         volume and profits. You should review your business
         expenses and decide whether you wish to continue
         purchasing Business Support Materials. The use of Business
         Support Materials in connection with your Amway business
         is voluntary and must always be in compliance with the
         Amway Rules of Conduct. If you wish to discontinue
         receiving future [tapes, books, etc.), please return this
         postcard by [ ]. IF WE DO NOT RECEIVE THIS
         POSTCARD BY [ ], YOU WILL CONTINUE TO RECEIVE
         FUTURE ISSUES OF [TAPES, BOOKS, ETC.)."

     To the extent that the Britt defendants and Yager defendants sell
     motivational materials on "standing order," they agree to continue
     to comply with this notice rule and provide their customers with
     this notice.

     c. Amway will maintain in the BSM rule described in
     paragraph 8 a provision prohibiting distributors who choose to sell
     motivational materials from saying, suggesting, or implying that
     the use of any such materials will guarantee success as an Amway
     distributor or that Amway requires the use of any such materials.
     This provision in the BSM rule will require motivational materials
     to contain the following legend:

         "While the techniques and approaches suggested in
         this [tape, book, etc.] have worked for others, no one can
         guarantee that these techniques and approaches will work
         for you. We hope, however, that the ideas presented here
         will assist you in developing a strong and profitable
         business. These materials have been published
         independently of Amway Corporation and have not been
         reviewed by Amway Corporation."

     The BSM rule will also require this same message to be
included in the audio portion of any audio-taped motivational
materials. The Britt and Yager defendants agree to continue to
abide by this provision and to include the required information in
motivational materials they publish.

     d. Beginning 60 days after the date this Settlement Agreement
     receives final approval from the Court, Amway will include in the
     basic distributor agreement a statement reciting that Amway does
     not discriminate on the basis of race, religion, gender or creed. In
     addition, Amway will periodically send all distributors the
     following reminder of the right to choose and the right to differ:

         "Respect for the individual is critical to a successful
         Amway business. From the beginning, Amway has prided
         itself on being an equal opportunity business. It's an
         opportunity open to people from all walks of life -- people
         with varying religious convictions, political affiliations,
         nationalities, ethnic backgrounds and racial origins. Amway
         distributors come together as business associates, agreeing
         on the principles of free enterprise. They work together to
         achieve financial independence by following the Amway
         Sales and Marketing Plan and observing the Code of Ethics
         and Rules of Conduct. On all other issues not specifically
         affecting the operation of their Amway business, Amway
         distributors have the right to hold differing viewpoints,
         without their differences jeopardizing their status as Amway
         distributors or their business relationships.

     The notice may, at Amway's sole option, continue in substance as
     follows:

         If the business platform becomes a pulpit for
         preaching religious doctrines, political causes or other issues
         of such an intensely personal nature, people with differing
         beliefs who attend what they expect to be a business meeting
         are turned away or turned off from Amway. In essence,
         they are discouraged from participating in a business
         opportunity. Amway has been a great success because it is
         not restrictive. Because it is accessible to everyone. Because
         it can be tailored to meet the needs of the individual. The
         right to choose and the right to differ. Personal choice and
         personal freedom. Isn't that really what Amway is all
         about?"

     The notice referred to in this subparagraph (d) will be published at
     least once per year in Amagram magazine or, at Amway's sole
     option, in any other manner directed to the address shown in
     Amway's records for each distributor of record at the time the
     notice is sent.

         e. Amway's rules provide, and will continue to provide, that a
         prospect need only obtain the official Business Kit to become a
         distributor -- no other purchase of any kind may be required.

         f. Amway represents that it currently provides Direct
         Distributors with extensive and appropriate training. Amway will
         continue to train Direct Distributors and will periodically provide
         every Direct Distributor with a document reiterating key rinciples,
         such as the right to choose and the right to differ, and the rules
         relating to the sale of motivational materials, specifically
         including the BSM Rule referred to in paragraph 8 above.

11. Proof of Claim.

     a. To qualify for a coupon, Settlement Class members must
     submit a Proof of Claim to Hanrahan v. Executives Unlimited, Inc.
     Litigation, P.O. Box 510 Ada Michigan 49355-0510. A Proof of
     Claim form is incorporated in the proposed form of Notice, which
     is attached to and incorporated in this Agreement. A Proof of
     Claim must consist of a written statement, made under penalty of
     perjury, setting forth the reasons why the claimant is a member of
     the Settlement Class, i.e. that the claimant is or was an Amway
     distributor downline from the Amway distributorship of Bill Britt
     or Dexter Yager and/or that, while an active distributor, the
     claimant purchased one or more motivational tapes, books, or other
     publications published, produced, distributed or sold by the Britt
     defendants or Yager defendants, or attended one or more
     motivational meetings, functions, or rallies organized by the Britt
     defendants or Yager defendants.

     b. Defendants will mail a coupon to each eligible claimant who
     submits a properly executed proof of claim.

     c. Only one claim may be submitted per distributorship.

12. Cash Fund.

     a. In addition to the coupons described above, defendants will
     contribute the sum of $375,000 as a Cash Fund, from which any
     award by the Court of attorneys' fees, costs or other expenses will
     be paid.

     b. Defendants will make this sum payable to Amway Litigation
     Custody Fund at the PNC Bank,1500 Market Street, Philadelphia,
     Pennsylvania 19102, Account Number 350011005166, within 30
     days following the Court's entry of a final order approving the
     Settlement Class and this Settlement Agreement.

13.   Administration.

     a. Defendants will mail, at their expense, a single notice (either
     a bulk postcard or notice in a magazine or other publication, at
     defendants' option) to the last known address of each member of
     the Settlement Class who is currently an Amway distributor or was
     a distributor during calendar year 1995. The notice will inform
     recipients of the terms of this Settlement Agreement and instruct
     them on how to submit a Proof of Claim or, if they choose, to opt
     out of this class Settlement Agreement. A Proof of Claim form will
     be incorporated into the notice. An agreed form of notice is
     attached to and incorporated in this Settlement Agreement.

     Defendants' obligation to pay costs of notice by mail is limited to
     this single mailing and to any costs associated with providing
     copies of the notice to class members making such a request.

     Defendants will also publish, at their expense, a similar
     notice one time in a national newspaper, such as USA Today.

     Defendants' obligation to publish notice is limited to this single
     publication.

     b. Defendants will, at their expense, process incoming Proofs of
     Claim, print and mail the coupons to all eligible claimants, and
     fulfill all orders for merchandise using the coupons, subject to the
     reduced shipping and handling charges referred to above.

     c. Defendants, through counsel, will provide periodic reports
     to counsel for the Settlement Class on the administration of the
     settlement.

     d. Plaintiffs' counsel may petition the Court for an award of
     fees and out-of-pocket costs from the Cash Fund.

     e. Defendants' obligation to pay for the cost of administering
     this Settlement Agreement is limited to the costs identified in
     paragraphs 12 and 13.
 

14. As soon as practicable after the execution of this Settlement Agreement,
the undersigned counsel shall file it with the Court, together with a proposed order
requesting that the court:

     a. Preliminarily approve this Settlement Agreement and direct
     appropriate notice to be given to the plaintiffs and members of the
     Settlement Class, in a form acceptable to the parties, summarizing
     the terms of this Settlement Agreement;

     b. Direct a hearing to be held to determine the reasonableness,
     adequacy, and fairness of this Settlement Agreement, including
     whether it should be approved by the Court;

     c. Provide that any person who objects to the approval of this
     Settlement Agreement or to the final judgment to be entered in this
     litigation may appear at the hearing and show cause why this
     proposed Settlement Agreement should not be approved as fair,
     reasonable, and adequate and why a final judgment should not be
     entered; and

     d. Reserve jurisdiction over the effectuation of this Settlement
     Agreement for all purposes, including resolving any disputes that
     may arise.

15. If the Court declines to enter an order approving the form and content
of notice to be provided to the Settlement Class and preliminarily approving
this Settlement Agreement, then this Settlement Agreement is void in its
entirety and the parties shall have no obligation to undertake any of the
conduct provided for in this Settlement Agreement.

16. Defendants may elect to terminate this Settlement Agreement if more than
two hundred (200) class members exclude themselves by the date fixed by the
Court pursuant to Fed. R. Civ. P. 23. Defendants' option to terminate the
Settlement Agreement shall be exercised, if at all, within thirty {30) days
following the date fixed by the Court for members of the Settlement Class to
exclude themselves. Defendants' election to terminate the Settlement
Agreement shall be by written notice served upon Harold E. Kohn and James J.
Rohn, by certified mail or telecopy, with a copy filed with the Court. No
hearing on approval of this Settlement Agreement shall be held before the
deadline for defendants' exercise of their option to terminate the
Settlement Agreement, unless defendants otherwise agree in writing. In the
event defendants exercise this option, then this Settlement Agreement is
void in its entirety and the parties shall have no obligation to undertake
any of the conduct provided for in this Settlement Agreement.
 

17. Upon the Court's final approval of this Settlement Agreement as
reasonable, fair, and adequate, the undersigned will jointly file a motion for an
order to enter an immediate and final judgment pursuant to Fed. R. Civ. P. 54(b)
dismissing this action against defendants on the merits with prejudice.

18. Plaintiffs, on behalf of themselves and on behalf of the Settlement Class
they represent, herewith release and discharge the defendants, for good and
valuable consideration, and with the intent to be legally bound, from any and all
claims, demands, causes of action, obligations, liabilities, and damages of any
kind, including costs, expenses and attorneys' fees, arising out of or having any
connection whatsoever with any act, omission, cause, matter or allegation that is
in whole or in part the subject of or asserted in the Complaints, as well as any
and all claims, demands, causes of action, obligations, liabilities, and damages of
an  kind, whether known or unknown, including costs, expenses, and attorneys'
fees, that could have been asserted against defendants in the Complaints.

l9. The foregoing release and discharge applies to all losses and damages of
any kind, even if those losses and damages are not now known or anticipated,
and even if those losses or damages are different or greater than is now expected.

20. The Settlement Class acknowledges, through its representatives, that the
Settlement Class members may hereafter discover material facts in addition to or
different from those which the Settlement Class now believes to be true with
respect to the subject matter of the foregoing release and discharge. The
Settlement Class understands that there may be future events, circumstances, or
occurrences materially different from those the Settlement Class believes are
likely to occur, but the Settlement Class nevertheless agrees that the applicability
and effect of the foregoing release and discharge shall not be limited or impaired
in any way notwithstanding any such facts, events, circumstances, or
occurrences.

21. The Settlement Class acknowledges, through its representatives, that the
Settlement Class is relying on its own judgment, belief and knowledge in
entering into this settlement agreement, and that the foregoing release and
discharge is made without relying on any statement or representation by any of
the defendants, other than those contained in this Settlement Agreement.

22. The Settlement Class representatives, on behalf of themselves and all other
members of the Settlement Class, hereby covenant not to pursue any claim or
liability, or voluntarily assist any person or entity in pursuing any claim or
liability, against any of the defendants that in any way arises out of or has any
connection whatsoever with any act, omission, cause, matter or allegation that is
in whole or in part the subject of or asserted in the Complaints or which could
have been asserted against the defendants in the Complaints.

23. Defendants' obligations under paragraphs 8, 9, and 10 of this Settlement
Agreement shall cease five years after the date this Settlement Agreement
receives final approval from the Court. The sunset of such provisions does not
preclude class members from subsequently bringing an independent action if
otherwise allowed by applicable law.

24. The parties may execute this Settlement Agreement in counterparts, and
the execution of the counterparts shall have the same effect as if all parties have
signed the same instrument.

25. This Settlement Agreement constitutes the entire agreement among the
parties pertaining to the settlement of this action and supersedes all prior and
contemporaneous undertakings of the parties in connection herewith.

IN WITNESS THEREOF, the parties have caused this Settlement Agreement to
be executed by their duly authorized representatives and agents on this l2th day of August,1996.
 

Harold E. Kohn                         Patrick W. Kittredge (I.D. No. 03556)
KOHN, SWIFT & GRAF, P.C.               Gary M. Marek (I.D. No. 45230)
1101 Market Street, Suite 2400         KITTREDGE, DONLEY, ELSON
Philadelphia, PA 19107                   FULLEM & EMBICK
                                       421 Chestnut Street
                                       Philadelphia, PA 19106
                                       (215) 829-9900
James J. Rohrn
Karen M. Scheller                      Counsel for the Britt Defendants
CONRAD, O'BRIEN, GELLMAN &             and Defendant Amway Corporation
  ROHN, P.C.
1515 Market Street, l6th Floor
Philadelphia, PA 19l02-1916
                                       Alan M. Wiseman
Counsel for Plaintiffs John and Stacy  John C. Peirce
Hanrahan and Mark Mensack              Joseph A. Ostoyich
                                        HOWREY & SIMON
                                        l299 Pennsylvania Ave., N.W.
                                        Washington, D.C. 20004-2402
                                        (202) 783-0800
 

                                        Sharon D. Grider
                                        Michael A. Mohr
                                        AMWAY CORPORATION
                                        Ada, MI 49355-OOOl
                                        (616) 787-5797

                                        Counsel for Defendant Amway Corporation
 

William M. Janssen                      David J. Cynamon
  (I.D. No. 48002)                      Alvin Dunn
SAUL, EWING, REMICK & SAUL              SHAW, PIZTMAN, POTTS &
3800 Centre Square West                    TROWBRIDGE
Philadelphia, PA 19102                  2300 N Street, N. W.
(215) 972-1967                          Washington, D.C. 20037
                                        (202) 663-8000

William J. Abraham
24 North High Street                    Robert D. Paul
Columbus, Ohio 43215                    WHITE & CASE
(614) 221-5474                          1747 Pennsylvania Avenue, N.W.
                                        Washington, D.C. 20006-4604
                                       (202) 626-3614

William R. Culp, Jr.                    Burton J. Haynes
CULP, ELLIOTT, MARSH &                  BODZIN, HAYNES & GOLUB
  CARPENTER                             1156 l5th Street, N.W.
The Carillon                            Washington, D.C. 20005
227 West Trade Street, Suite 1500       (202) 785-8887
Charlotte, NC 28202
(704) 372-6322

Counsel for Dexter Yager, D&B Yager           J. William Blue
Enterprises, Inc., Yager Enterprises,         NORTHEN, BLUE, ROOKS, THIBAUT,
Dexter R. Yager, Sr. & Family Enterprises,      ANDERSEN & WOODS
Inc., Dexter Yager Securities, Inc., Dexter   P.O. Box 2208
Yager Motivation, Inc., Internet              Chapel Hill, NC 27515
Services Corporation, Intercontinental        (919) 968-444l
Communication Corporation of America
(listed in the complaint as International      Counsel for the Britt Defendants
Communication Cozporation of America),
Yager Resort Properties, Inc.,
and Dreambuilders Review
 

Dated: August 12, 1996