SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.

          LITIGATION RELEASE NO.  16017 / January 7, 1999

          SECURITIES  AND EXCHANGE COMMISSION v. JOSEPH DIMAURO, STEPHEN
          DILORENZO, MUJAHID  BASHIR AND JOEL PENSLEY,  No. 98 Civ. 6349
          (LAP)  (S.D.N.Y.)

                      MICROCAP COMPANY ATTORNEY AND DIRECTOR
                                SETTLE FRAUD CASES

               On December  29,  1998,  Judge  Loretta  A. Preska of the
          United States District Court for the Southern District of  New
          York  entered  final judgments enjoining Joel Pensley, outside
          counsel for Visual  Cybernetics  Corp.,  a  microcap, start-up
          company,   and   Stephen  DiLorenzo,  a  director  of   Visual
          Cybernetics, from violating the antifraud and other provisions
          of  the  federal  securities   laws.    The  judgment  against
          DiLorenzo also orders him to pay a $5,000  civil  penalty  and
          bars  him  from  acting  as an officer or director of a public
          company for ten years.  The  judgment  against  Pensley orders
          him  to  pay  a  $10,000  civil  fine.  DiLorenzo  and Pensley
          consented   to  the  entry  of  the  final  judgments  without
          admitting or  denying  the  allegations  in  the  Commission’s
          complaint except as to jurisdiction.

               Today,  based  on  the  injunction, the Commission,  with
          Pensley’s  consent, instituted  an  administrative  proceeding
          against  Pensley   pursuant   to   Section  102(e)(3)  of  the
          Commission’s Rules of Practice and issued an order barring him
          from practicing before the Commission,  with a right to resume
          practicing  after  three  years  upon a showing  that  in  the
          interim he has not engaged in improper conduct.

               The  Complaint  alleged  that  Pensley   and   DiLorenzo,
          together  with others, implemented a scheme to circumvent  the
          registration  requirements  for  sales  of  securities  to the
          public  by  improperly  using employee benefit plan securities
          issued pursuant to Form S-8  registration  statements to raise
          capital for Visual Cybernetics from public investors.

               The Complaint further alleged that DiLorenzo  signed  and
          Pensley  prepared  Visual  Cybernetics  filings,  and  Pensley
          prepared  a  private  placement  memorandum,  that omitted any
          discussion  of a material provision of an agreement  by  which
          Visual Cybernetics  acquired  Compass  Rose  Chartering  Corp.
          Compass   Rose  was  Visual  Cybernetics’  primary  source  of
          revenue.   The  omitted  provision  enabled  Compass  Rose  to
          rescind  the  acquisition  if  Visual  Cybernetics  filed  for
          bankruptcy.

               The Complaint  also  alleged  that DiLorenzo fabricated a
          supplemental agreement expanding the circumstances under which
          Compass   Rose  could  rescind  its  acquisition   by   Visual
          Cybernetics.   When  Visual  Cybernetics  became  insolvent in
          April, 1995, DiLorenzo filed this fabricated document with the
          Commission and used it to rescind the acquisition.

               The final judgment as to Pensley permanently enjoins  him
          from  future  violations  of Sections 5(a), 5(c), and 17(a) of
          the Securities Act of 1933  ("Securities  Act"), Section 10(b)
          of the Securities Exchange Act of 1934 ("Exchange  Act"),  and
          Exchange Act Rule 10b-5; and orders him to pay a civil penalty
          of $10,000.

               The  final  judgment  as  to  DiLorenzo  (a)  permanently
          enjoins him from future violations of Sections 5(a)  and  5(c)
          of  the  Securities  Act, Section 10(b), 13(a) and 13(b)(5) of
          the Exchange Act, and  Exchange  Act Rules 10b-5, 12b-20, 13a-
          11, and 13b2-1; (b) bars him from  acting  as  an  officer  or
          director  of  any  issuer  that  has  a  class  of  securities
          registered pursuant to Section 12 of the Exchange Act  or that
          is  required to file reports pursuant to Section 15(d) of  the
          Exchange  Act for a period of ten years; and (c) orders him to
          pay a civil penalty of $5,000.

               The civil  action that Pensley and DiLorenzo settled also
          was brought against  two  other  individuals,  who were Visual
          Cybernetics  officers  and directors.  One of the  individuals
          previously agreed to settle  the  action.   The  litigation is
          continuing  against  the remaining defendant, Mujahid  Bashir.
          See Litigation Release No. 15874.  The Commission also brought
          enforcement actions against  Visual Cybernetics’ auditors that
          have  been  settled.  See Litigation  Release  No.  15873  and
          Release No. 33-7573.

               This Enforcement action is part of the Commission’s four-
          pronged approach  to  minimizing Microcap fraud:  enforcement,
          inspections,  investor  education  and  regulation.  For  more
          information about the SEC’s  response to Microcap fraud, visit
          the    SEC’s    Microcap   Fraud   Information    Center    at
          http://www.sec.gov/news/extra/microcap.htm.