UNITED STATES OF AMERICA
                                     before the
                         SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40509 / September 30, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9753

                                        :
          In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                                        :    PURSUANT TO SECTION 15(b) OF
          MICHELLE SOTNIKOW             :    THE SECURITIES EXCHANGE ACT OF
                                        :    1934, MAKING FINDINGS AND
          Respondent.                   :    IMPOSING REMEDIAL SANCTIONS
                                        :

                                          I.

               The Commission deems it appropriate and in the public
          interest that public administrative proceedings pursuant to
          Section 15(b) of the Securities Exchange Act of 1934 ("Exchange
          Act") be, and hereby are, instituted against Michelle Sotnikow
          ("Sotnikow").

                                         II.

               In anticipation of the institution of these administrative
          proceedings, Sotnikow has submitted an Offer of Settlement
          ("Offer"), which the Commission has determined to accept.  Solely
          for the purpose of this proceeding, and any other proceeding
          brought by or on behalf of the Commission or to which the
          Commission is a party, Sotnikow, without admitting or denying the
          findings set forth herein, except as to the entry of the
          injunction set forth in paragraph III.E. and the Commission's
          jurisdiction over her, both of which are admitted, consents to
          the issuance of this Order Instituting Public Proceedings
          Pursuant to Section 15(b) of the Exchange Act, Making Findings
          and Imposing Remedial Sanctions.

               Accordingly, it is ordered that proceedings pursuant to
          Section 15(b) of the Exchange Act be, and hereby are, instituted.

                                         III.

               Based on this Order and the Sotnikow Offer, the Commission
          finds the following[1]:

               A.   Michelle Sotnikow was a New York stock promoter who ran
          the public relations firm Internetwork Communications
          ("Internetwork").

               B.   Systems of Excellence, Inc. ("SOE"), which was
          incorporated in Florida in 1989, maintained its offices in Coral
          Gables, Florida and McLean, Virginia.  SOE purportedly was
          engaged in manufacturing and distributing video teleconferencing
          equipment.  SOE's stock is registered with the Commission
          pursuant to Section 12(g) of the Exchange Act.

               C.   On  September 18, 1998, the Commission filed a civil
          injunctive action against Sotnikow [Securities and Exchange
          Commission v. Michelle Sotnikow, Civil Action No. 98-2227 (GK)
          (D.D.C)], alleging that Michelle Sotnikow violated Sections 5(a),
          5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"),
          Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5.

               D.   The Commission's complaint alleged that during 1995 and
          1996, Sotnikow participated in an offering of SOE stock, which
          was a penny stock.  Sotnikow, Charles Huttoe, the Chief Executive
          Officer of SOE, and others met with stock brokers in order to
          obtain their agreement to recommend SOE stock to their customers.
          Huttoe then bribed those brokers with unregistered SOE shares and
          cash.  For her participation, Sotnikow received unregistered SOE
          shares that she sold for proceeds of $474,308.

               E.   On September 22, 1998, without admitting or denying any
          of the allegations contained in the Commission's complaint,
          Sotnikow consented to the entry of an order of permanent
          injunction permanently enjoining her from violations of Sections
          5(a), 5(c) and 17(a) of the Securities Act, and Section 10(b) of
          the Exchange Act and Exchange Act Rule 10b-5.

                                         IV.

               Based on the foregoing, the Commission deems it appropriate
          and in the public interest to accept the Offer submitted by
          Sotnikow and accordingly,

               IT IS HEREBY ORDERED, effective immediately, that Michelle
          Sotnikow be, and hereby is, barred from participating in any
          offering of penny stock.

               By the Commission.



               Jonathan G. Katz
               Secretary

          **FOOTNOTES**

            [1]: The facts, findings, and conclusions herein are made pursuant to
            Sotnikow's Offer of Settlement and are not binding on any other person or
            entity named as a respondent or defendant in this or any other proceeding.