SECURITIES AND EXCHANGE COMMISSION

          Litigation Release No.  16071 / February 25, 1999

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

               On  December  31,  1998,  the  SEC  obtained  judgments  and
          substantial penalties against the perpetrators of a telemarketing
          Ponzi  scheme  that  raised   over  $15  million  from  investors
          nationwide.  Chief Judge Richard  P.  Matsch of the United States
          District  Court  for  the  District  of  Colorado   issued  Final
          Judgments  of  Permanent  Injunction ("Final Judgments")  against
          Defendants Joel A. Fein ("Fein"), Timothy M. Hazzard ("Hazzard"),
          Mark D. McClafferty ("McClafferty")  and  Grace  Na  ("Na").  The
          Final   Judgments  enjoin  Fein,  Hazzard  and  McClafferty  from
          violations  of  Section  17(a)  of  the  Securities  Act  of 1933
          ("Securities Act") and Sections 10(b) and 15(a) of the Securities
          Exchange  Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder.
          The Final Judgment  as  to  Na  enjoins  her  from  violations of
          Section  17(a)  of  the Securities Act and Section 10(b)  of  the
          Exchange Act and Rule  10b-5  thereunder.  In addition, the Final
          Judgments order: (1) Fein to disgorge $1,074,945 plus prejudgment
          interest  and pay a $500,000 penalty;  (2)  Hazzard  to  disgorge
          $1,143,220  plus prejudgment interest and pay a $500,000 penalty;
          (3) McClafferty  to disgorge $2,644,198 plus prejudgment interest
          and pay a $750,000  penalty; and (4) Na to disgorge $396,909 plus
          prejudgment interest  and  pay a $100,000 penalty.  Also named in
          the  complaint  as  defendants   were   Commercial  Express,  LLC
          ("Commercial   Express")   and   Progressive   Financial,    Inc.
          ("Progressive   Financial"),  both  operating  in  Santa  Monica,
          California, as well  as  six other entities and individuals.  The
          action against these defendants is pending.

               Commercial  Express and  Progressive  Financial,  headed  by
          Fein, Hazzard, McClafferty  and  Na,  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.  They  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  alleged   that   the  defendants  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
          alleged that only approximately $1.4 million was spent on product
          development and the acquisition of  television  advertising time.
          The  Commission  further  alleged that the defendants  failed  to
          disclose the excessive commissions,  up  to  60% of each invested
          dollar, which were paid to ISOs and salespeople;  falsely  stated
          that   Creative   Entertainment  Group,  Inc.,  a  consultant  to
          Commercial Express,  owned  Commercial Express and had 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 had  no
          business operations to generate revenue for future distributions;
          and  misrepresented  to investors  that  Commercial  Express  had
          several significant contracts with third parties including, among
          others, QVC.