, FINAL JUDGMENT AND ORDER

APPROVING CLASS ACTION Plaintiffs, SETTLEMENT AND DISMISSING

: CLAIMS OF SETTLEMENT CLASS -against- MEMBERS WITH PREJUDICE

HYDROXATONE LLC and ATLANTIC

COAST MEDIA

GROUP LLC,

Defendants.

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FINAL APPROVAL ORDER AND JUDGMENT

1. This matter came before the Court for hearing on July 16, 2013.

The Court, having considered the Motion for Preliminary Approval and Final

Approval and the declarations in support thereof, the Settlement Agreement

(the “Settlement Agreement”), objections and comments received regarding the

proposed settlement, the record in the above captioned action (the “Action”),

the evidence presented, and the arguments and authorities presented by

counsel, and for good cause appearing,

2. Defendants and the Class Representatives reached a settlement

(the “Class Settlement”). The Parties have submitted a detailed written

Settlement Agreement together with numerous exhibits and proposed orders.

To the extent not otherwise defined herein; all capitalized terms shall have the

meanings attributed to them in the Settlement Agreement. The Court gave its
determine whether the proposed Class Settlement is fair, reasonable, and

adequate.

3. On July 16, 2013, this Court held a hearing to determine whether

the proposed Settlement set forth in the Agreement executed by the Parties

should be approved in final by this Court. Andrew N. Friedman, Esq. appearedfor the Plaintiffs and the Settlement Class. Michael C. Lynch, Esq. appeared

for the Defendants. Two objections were filed with respect to the proposed

Settlement, and one Settlement Class Member, Lisa Margolis, appeared at the

hearing to contest the Settlement.

4. After reviewing the pleadings and evidence filed in support of the

request for final approval of the Class Settlement and hearing the attorneys for

the Parties, and any objectors, the Court finds, and

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

5. This Final Approval Order and Judgment incorporates and makes

part hereof the Agreement and all Exhibits thereto.

6. The Court has personal jurisdiction over all Settlement Class

Members as well as Hydroxatone LLC and Atlantic Coast Media Group LLC

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7. The Court hereby adopts and approves the Settlement Agreement

and the settlement terms contained therein (including all Exhibits attached

thereto and subsequently executed) and finds that it is in all respects fair,

reasonable, adequate, just, and in compliance with all applicable requirements

of the United States Constitution (including the Due Process Clause) and all

other applicable laws, and in the best interest of the Parties and the Settlement

Class. Any objections have been considered and are hereby overruled.

Accordingly, the Court directs the Parties and their counsel to implement and

consummate the settlement in accordance with the terms and conditions of allportions of the Settlement Agreement.

8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the

Court hereby finally certifies the Settlement Class, consisting of:

All Persons residing in the United States who between January 1, 2005

and [insert date of Preliminary Approval Order] received, ordered, signed

up for, paid for, and/or were charged for Hydroxatone-branded products,

and/or were charged shipping and processing fees for such products, inconnection with a Risk-Free Trial and/or Auto-Shipment Program.

In so holding, the Court finds that the prerequisites of Fed. R. Civ. P. 23(a) and

(b)(3) have been satisfied for certification of the nationwide Settlement Class for

settlement purposes because: Settlement Class Members are so numerous that

joinder of all members is impracticable; there are questions of law and fact

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Settlement Class they represent; the common questions of law and fact

predominate over questions affecting only individual Settlement Class

Members, rendering the Settlement Class sufficiently cohesive to warrant a

nationwide class settlement; and the certification of the Settlement Class is

superior to individual litigation and/or settlement as a method for the fair and

efficient resolution of this matter. In making all of the foregoing findings, the

Court has exercised its discretion in certifying the Settlement Class, based,

inter alia, upon the Court’s familiarity with the claims and parties in this case,

the interests of the various constituent groups, and the negotiation process

overseen by Mediator, Hon. Stephen M. Orlofsky (ret.).

9. The Court further finds with respect to entry of the Prospective

Relief that the Settlement Class should be certified pursuant to Fed. R. Civ. P.

23(b)(2) because Defendants have acted or refused to act on grounds that apply

generally to the Settlement Class, so that injunctive or corresponding

declaratory relief is appropriate respecting the Settlement Class as a whole.

10. The Settlement Agreement and proposed Class Settlement were

reached after arm’s-length negotiations between the Parties. The Settlement

Agreement and the proposed Settlement are fair, reasonable, and adequate;

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Members.

11. The Class Settlement is fair and reasonable and satisfies the multifactor balancing test laid out by Girsh v. Jepson, 521 F.3d 153, 157 (3d Cir.

1975).

12. The Court finds that in negotiating, entering into, and

implementing the Class Settlement, Plaintiffs and Class Counsel have fairly

and adequately represented and protected the interests of all of the Settlement

Class Members.

13. The Notice and the notice methodology implemented pursuant to

the Settlement Agreement (i) constituted the best practicable notice; (ii)

constituted notice that was concise, clear and in plain, easily understoodlanguage and was reasonably calculated, under the circumstances, to apprise

Settlement Class Members of the pendency of the Action, the claims, issues

and defenses of the Settlement Class, the definition of the Settlement Classcertified, their right to be excluded from the Settlement Class; their right to

object to the proposed Class Settlement, their right to appear at the Final

Approval Hearing, through counsel if desired, and the binding effect of a

judgment on Settlement Class Members; (iii) were reasonable and constituted

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14. The terms of the Settlement Agreement and this Final Approval

Order and Judgment are binding on the Plaintiffs and all other Settlement

Class Members, as well as their heirs, executors and administrators,

successors and assigns.

15. The terms of the Settlement Agreement and this Final Approval

Order and Judgment shall have res judicata, collateral estoppel and all otherpreclusive effect in the Action, the Related Actions, and any and all other

actions, claims for relief, causes of action, suits, petitions, demands in law or

equity, or any allegations of liability, damages, debts, contracts, agreements,obligations, promises, attorneys’ fees, costs, interests, or expenses which are

based on or in any way related to any and all claims for relief, causes of action,

suits, petitions, demands in law or equity, or any allegations of liability,

damages, debts, contracts, agreements, obligations, promises, attorneys’ fees,costs, interest, or expenses which were asserted in the Action and Related

Actions or any other claims under state or federal law which arise from, are

based on or in any way related to Defendants’ sales and marketing activities.

16. The Parties and their counsel are ordered to implement and to

consummate the Settlement Agreement according to its terms and provisions.

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18. The releases set forth in Paragraph 14 of the Settlement Agreement

are incorporated by reference and provides, inter alia, that for and in

consideration of the Cash Benefits, Product Benefits, Prospective Relief and

Released Claims and the mutual promises contained in the Settlement

Agreement, Plaintiffs and the Settlement Class Members, fully and finally

release, as of the Effective Date, Defendants from any and all actions, causes of

action, claims, demands, liabilities, obligations, damage claims, restitution and

unjust enrichment claims, fees, costs, sanctions, proceedings and/or rights of

any nature and description whatsoever, whether legal or equitable, that in any

way challenge Defendants’ Risk Free Trials, Auto-Shipment Programs, billing

practices (including the use of delayed-billing programs), beauty program,

alleged use of a negative option program, the representations and/or

disclosures and/or Defendants’ adherence to the terms (or alleged terms) of

such offers, and/or any claim related to the receipt of and/or payment for

unordered products.

19. The Parties are authorized, without further approval from the

Court, to agree to and to adopt such amendments, modifications and

expansions of the Agreement and all exhibits attached hereto as (i) are

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reasonable attorneys

fees in the amount of $1,000,000, representing 33 1/3 %

of the Cash Fund. The Court further grants Class Counsel’s application forreimbursement of costs and expenses in the amount of $19,785.42, which

shall include Participation Awards for the Class Representatives in the amount

of $1,000.00 each for Susan Sabol, Valerie Done, and Kathleen Kiodner; and a

Participation Award for the Former Class Representative in the amount of $

500.00 for Tami Gray.

21. The Court further approves the establishment of the Common

Fund as set forth in the Settlement Agreement and the Escrow Agreement

submitted by the Parties.

22. The Court finds that the Escrow Account is a “Qualified Settlement

Fund” as defined in section 1 .468B- 1(a) of the Treasury Regulations in that it

satisfies each of the following requirements:

(a) The Escrow Account is established pursuant to an order of this

Court and is subject to the continuing jurisdiction of this Court;

(b) The Assets of the Escrow Account are segregated from other assets

of Defendants, the transferor of payments to the Common Fund, and from the

assets of persons related to Defendants.

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22 of this Order prior to the date of this Order approving the establishment ofthe Common Fund subject to the continued jurisdiction of this Court; and

(b) Defendants and the “administrator” under section 1.468B-2(k)(3) of

the Treasury Regulations may jointly elect to treat the Escrow Account ascoming into existence as a “Qualified Settlement Fund” on the later of the date

the Escrow Account met the requirements of this Order or January 1 of the

calendar year in which all of the requirements of this Order are met. If suchrelation-back election is made, the assets held by the Escrow Account on such

date shall be treated as having been transferred to the Escrow Account on thatdate.

24. Nothing in this Final Approval Order and Judgment, the Class

Settlement, the Settlement Agreement, or any documents or statements related

thereto, is or shall be deemed or construed to be an admission or evidence of

any violation of any statute or law or of any liability or wrongdoing by

Defendants.

25. In the event that the Class Settlement does not become effective

according to the terms of the Settlement Agreement, this Final Approval Order

and Judgment shall be rendered null and void as provided by the Settlement

Agreement, shall be vacated and, all orders entered and released delivered in

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Actions), either directly, representatively, or in any other capacity (other than a

Settlement Class Member who validly and timely submitted a valid Request for

Extension), shall commence, continue, or prosecute any action or proceeding

against any or all Released Parties in any court or tribunal asserting any of the

Released Claims defined in the Settlement Agreement, and are herebypermanently enjoined from so proceeding.

27. Without affecting the finality of the Final Approval Order and

Judgment, the Court shall retain continuing jurisdiction over the Action, the

Parties and the Settlement Class, and the administration and enforcement of

the Class Settlement and Settlement Agreement. Any disputes or controversies

arising with respect to the enforcement or implementation of the Class

Settlement or Settlement Agreement shall be presented by motion to the Court,

provided, however, that nothing in this paragraph shall restrict the ability of

the Parties to exercise their rights, as set forth above.

28. There being no just reason to delay, the Clerk is directed to enter

this Final Approval Order and Judgment forthwith.

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United States District Judge

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