SECURITIES AND EXCHANGE COMMISSION


             Litigation Release No.  15890 / September 18, 1998

             Securities and Exchange Commission v. Commercial Express,
             LLC et al., Civil Action No. 98-M-2014 (USDC CO.)

             On September 17, 1998, the U.S. Securities and Exchange
             Commission (the "Commission") filed a complaint in the
             United States District Court for the District of Colorado
             against the perpetrators of  a telemarketing Ponzi scheme
             that raised at least $15 million from investors nationwide,
             including Colorado.  Named in the complaint as defendants
             are Commercial Express, LLC ("Commercial Express") and
             Progressive Financial, Inc. ("Progressive Financial"), both
             operating in Santa Monica, California, as well as eighteen
             other entities and individuals.  The Commission also filed a
             motion in the action seeking a temporary restraining order,
             a preliminary injunction and, among other things, an asset
             freeze.

             Commercial Express and Progressive Financial, headed by Joel
             A. Fein ("Fein"), Timothy M. Hazzard ("Hazzard"), Mark D.
             McClafferty ("McClafferty") and Grace Na, each of whom are
             named as defendants in the action,  have raised funds from
             investors since approximately September 1997 with the avowed
             purpose of purchasing air time on television stations to run
             infomercials for consumer goods.  Commercial Express and
             Progressive Financial have raised at least $15 million from
             500 investors nationwide through sales of media units and
             equity positions offering quarterly returns ranging from 8%
             to 26%.  Investors were solicited through a "boiler room"
             operation at the offices of Progressive Financial and
             Commercial Express, as well as by independent sales offices
             ("ISOs") throughout the United States.

             The Commission alleges that the defendants have defrauded
             investors by conducting a Ponzi scheme, with payment of the
             promised returns being made from funds received from the
             ongoing sale of media units and equity positions.  The
             Commission also alleges that more than $4.5 million was
             transferred to Fein, Hazzard and McClafferty directly, or
             through entities named as relief defendants in the
             Commission's action, and that only approximately $1.4
             million was spent on product development and the acquisition
             of television advertising time.

             The Commission further alleges that the defendants have
             failed to disclose the excessive commissions, up to 60% of
             each invested dollar, being paid to ISOs and salespeople;
             falsely stated that Creative Entertainment Group, Inc., a
             consultant to Commercial Express, now owns Commercial
             Express and  has taken over its operations; misleadingly
             stated that no distributions would be made to investors for
             at least six months during a" cooling off" period, without
             disclosing that Commercial Express currently has no business
             operations to generate revenue for future distributions; and
             misrepresented to investors that Commercial Express has
             several significant contracts with third parties including,
             among others, QVC.

             The Commission's complaint charges that the defendants have
             violated the antifraud provisions of the federal securities
             laws -- Section 17(a) of the Securities Act of 1933 and
             Section 10(b) of the Securities Exchange Act of 1934 and
             Rule 10b-5 thereunder -- as well as the broker dealer
             registration provisions of Section 15(a) of the Exchange
             Act.

             The Honorable Richard P. Matsch, Chief Judge, denied the
             Commission's motion for a temporary restraining order and
             ordered that the Commission's motion for a preliminary
             injunction will be heard on September 28, 1998.