Ann Marie Noel

Securities Exchange Act of 1934
Release No. 48049 / June 17, 2003

Administrative Proceeding
File No. 3-11158

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Ann Marie Noel ("Noel") pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

In anticipation of the institution of these administrative proceedings, Noel has submitted an Offer of Settlement ("Offer"), 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, Noel, without admitting or denying the findings contained herein, except admitting the jurisdiction of the Commission over her and the subject matter of this proceeding, and the finding of the entry of the injunction set forth in paragraph III.D. below, which is admitted, consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order").

III.

On the basis of this Order and the Offer, the Commission finds1 that:

A. Noel was employed as a cold caller at J.J. Morgan & Company, a brokerage firm later known as First Cambridge Securities Corp. ("First Cambridge"), from July 1994 through June 1995, and was a registered representative at First Cambridge from approximately April 6, 1995 until June 1995. First Cambridge was registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Exchange Act during the period of Noel's employment.

B. While employed at First Cambridge, Noel received approximately $32,500 in undisclosed compensation for selling stock of ICIS Management Group, Inc. (f/k/a/ Alter Sales Co., Inc.) ("ICIS"), a Florida corporation, and Pilot Transport Inc. ("Pilot"), a Nevada corporation. The common stock of ICIS and Pilot was registered with the Commission pursuant to Section 12(g) of the Exchange Act.

C. On November 10, 1999, the Commission commenced an action against Noel and sixteen other defendants, charging Noel with violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in connection with the kickback scheme outlined in subparagraph B. hereof. SEC v. Curtis, et al., 99 Civ. 7357 (E.D.N.Y.) ("Curtis").

D. On July 18, 2002, the United States District Court for the Eastern District of New York entered a Final Judgment of Permanent Injunction and Other Relief as to Ann Marie Noel ("Final Judgment") in Curtis, permanently enjoining Noel from future violations of Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Noel consented to the entry of the Final Judgment without admitting or denying the allegations in the complaint, except as to jurisdiction.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Noel's Offer and to impose the sanctions specified in the Offer.

ACCORDINGLY, IT IS HEREBY ORDERED, effective immediately, that Respondent Noel be, and hereby is, barred from association with any broker or dealer.

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

Jonathan G. Katz
Secretary

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.