UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15982 / November 19, 1998 Accounting Auditing Enforcement Release No. 1088 / November 19, 1998 SEC v. Francis X. Wazeter, III, John W. Howell, Maria M. Wenner and Stanley M. Blanshei, (N.D. CALIFORNIA, CIVIL ACTION NO. C-97-3566-CW, FILED SEPTEMBER 30, 1997) The Securities and Exchange Commission (Commission) today announced that on November 13, 1998, the Honorable Claudia Wilken, United States District Judge for the Northern District of California, Oakland Division, in the case of S.E.C. v. Francis X. Wazeter, III, et. al., (C-97- 3566-CW), entered a final judgment of permanent injunction and other equitable relief against Francis X. Wazeter, III (Wazeter) of Cary, North Carolina, for his role in a multi- million dollar scheme involving the fraudulent misstatement of the financial statements and accounts of International Research and Development Corp. (IRDC), a Mattawan, Michigan company. During the relevant period, IRDC's common stock was traded on NASDAQ, and it filed periodic reports with the Commission. The Complaint in S.E.C. v. Francis X. Wazeter, III, et. al. alleged that from at least June 1993 through at least September 1994, Wazeter, the president of IRDC and Carme, Inc. (Carme), a Novato, California company and former subsidiary of IRDC, directed Carme's general manager, chief financial officer and sales manager to engage in a scheme to defraud investors in IRDC common stock by booking millions of dollars in fictitious sales to various customers of Carme, thereby materially overstating Carme's accounts receivable, sales and earnings. In addition, the scheme resulted in the inclusion of these figures in IRDC's consolidated financial statements causing IRDC to materially overstate its accounts receivable and revenue by a total of more than $3.5 million and its net earnings and earnings per share by 50% to 1800% in IRDC's Forms 10-Q dated June 30, 1993, September 30, 1993, March 31, 1994, June 30, 1994 and September 30, 1994 and its Form 10-K for the year ending December 31, 1993, filed with the Commission. According to the Complaint, IRDC's inflated revenue and earnings figures were also included in press releases issued to the public, resulting in a fraud on the market for IRDC common stock. The Complaint also alleged that Wazeter attempted to prevent detection of his scheme by, among other things, directing others to create false documents and lying to IRDC's independent auditor. Wazeter, pursuant to his consent, was permanently enjoined from future violations of Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2 promulgated thereunder. Wazeter was also permanently and unconditionally prohibited from acting as an officer or director of any issuer with a class of securities registered pursuant to Section 12 of the Exchange Act or any issuer required to file reports pursuant to Section 15(d) of the Exchange Act. The court did not order civil penalties against Wazeter based on his demonstrated inability to pay.