Alfred Palagonia, Alex Dewar, Darren Orlando, Steven Frantz and Andrew Schandler

SECURITIES EXCHANGE ACT OF 1934
Release No. 49174 / February 3, 2004

Admin. Proc. File No. 3-11389

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Alfred Palagonia, Alex Dewar, Darren Orlando, Steven Frantz and Andrew Schandler (collectively "Respondents").

II.

In anticipation of the institution of these proceedings, the Respondents have submitted Offers of Settlement (the "Offers"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, the Respondents consent to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and the Respondents' Offers, the Commission finds that:

1. From approximately January 1990 to February 1998, Alfred Palagonia ("Palagonia") was a registered representative associated with D.H. Blair & Co., Inc. ("Blair"), a broker-dealer registered with the Commission from March 1975 through December 20, 2002. From approximately May 1993 to February 1997, Alex Dewar ("Dewar") was a registered representative associated with Blair. From approximately July 1991 to December 1997, Darren Orlando ("Orlando") was a registered representative associated with Blair. During the approximate time periods from December 1991 to September 1992 and from November 1994 to December 1996, Steven Frantz ("Frantz") was a registered representative associated with Blair. During the approximate time periods from July 1989 to September 1991 and from November 1992 to August 1997, Andrew Schandler ("Schandler") was a registered representative associated with Blair.

2. On June 4, 2001, in an action before the Supreme Court of the State of New York, County of New York, Palagonia pled guilty to and was convicted of the charges of Enterprise Corruption and one count of Martin Act securities fraud (see People of New York v. D.H. Blair, et al., Ind. No. 3282/00). On March 22, 2002, in an action before the Supreme Court of the State of New York, County of New York, Dewar pled guilty to and was convicted of one count of Martin Act securities fraud (see People of New York v. D.H. Blair, et al., Ind. No. 3282/00). On February 4, 2002, in an action before the Supreme Court of the State of New York, County of New York, Orlando pled guilty to and was convicted of the charges of two counts of Martin Act securities fraud (see People of New York v. D.H. Blair, et al., Ind. No. 3282/00). On January 3, 2002, in an action before the Supreme Court of the State of New York, County of New York, Frantz pled guilty to and was convicted of the charge of Attempt to Commit the Crime of Enterprise Corruption and one count of Martin Act securities fraud (see People of New York v. D.H. Blair, et al., Ind. No. 3282/00). On December 18, 2001, in an action before the Supreme Court of the State of New York, County of New York, Schandler pled guilty to and was convicted of the charge of Attempt to Commit the Crime of Enterprise Corruption and one count of Martin Act securities fraud (see People of New York v. D.H. Blair, et al., Ind. No. 3282/00).

3. According to the plea agreements and indictments upon which the Respondents' convictions were based, the Respondents engaged in fraudulent sales practices while dealing with customers at Blair relating to one or more of the following securities: Advanced Aerodynamics & Structures, Inc.; Amerigon, Inc.; Digital Video Systems, Inc.; Food Court Entertainment Network, Inc.; Interactive Flight Technologies, Inc.; Premier Laser Corp.; Telepad Corp.; and Titan Pharmaceuticals, Inc. The Respondents also participated in schemes to support or increase the prices of one or more of the above securities through fraudulent and manipulative means in the immediate aftermarket and thereafter.

4. The Respondents' state convictions are offenses specified in Section 15(b)(4)(B) of the Exchange Act.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondents' Offers.

Accordingly, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that the Respondents be, and hereby are, barred from association with any broker or dealer.

For the Commission, by its Secretary, pursuant to delegated authority.