==========================================START OF PAGE 1======

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION


LITIGATION RELEASE NO. 14814 / February 9, 1996

SECURITIES AND EXCHANGE COMMISSION v. SCORPION TECHNOLOGIES,
INC., TERRY G. MARSH, RICHARD BAUER, ERIC C. BROWN, DUDLEY MIHRAN
FREELAND, J. GORDON NEVERS, AND ALBERT TERRANOVA, 96 Civ. 1005
(LMM) (S.D.N.Y.)
     The Securities and Exchange Commission announced the filing
of a Complaint in the United States District Court for the
Southern District of New York alleging a massive financial fraud
involving bank accounts and companies located in 20 countries
around the world.  The Commission charged that the defendants
unlawfully distributed millions of shares of stock in Scorpion
Technologies, Inc. ("Scorpion") to the public, while certain
defendants inflated Scorpion's stock price by releasing
fraudulent financial results, based upon reported revenues that
were as much as 80% fictitious.  Named as defendants were:

     SCORPION, a corporation located in Los Gatos, California,
     that was purportedly engaged in the image processing
     technology and personal computer businesses; 

     TERRY G. MARSH ("Marsh"), president, chief executive
     officer, and a director of Scorpion until late 1993;

     RICHARD BAUER ("Bauer"), a director of Scorpion, who
     succeeded Marsh as president and chief executive officer;

     ERIC C. BROWN ("Brown"), a certified public accountant and
     former controller of Scorpion; and

     DUDLEY MIHRAN FREELAND ("Freeland"), J. GORDON NEVERS
     ("Nevers"), and ALBERT TERRANOVA ("Terranova"), who
     controlled broker-dealer firms that distributed Scorpion
     stock to the public.

The Commission's Complaint alleges as follows:

     By means of numerous sham transactions and circuitous
movements of funds, Marsh, Bauer, and Brown painted an entirely
false picture of Scorpion's business operations and financial
performance.  At the same time that the defendants flooded the
market with false financial information, Marsh and Bauer
engineered unlawful offerings of more than 22 million shares of
Scorpion stock, all of which was sold to unsuspecting investors
in the United States, and which more than doubled the amount of
Scorpion stock held by the public.  

                              (more)
==========================================START OF PAGE 2======

     The defendants carried out three interrelated fraudulent
schemes:

     ù    between February and October 1991, fraud in a
          registered offering of two million shares of Scorpion
          stock, in which broker-dealer firms controlled by
          Freeland, Nevers, and Terranova retailed the stock to
          the public at prices far in excess of the supposed
          public offering price;

     ù    from 1991 through 1993, financial fraud involving
          Scorpion's financial statements, including reporting
          non-existent revenues and receivables, and inflating
          the value of assets; and

     ù    from 1992 through 1994, fraud in connection with the
          issuance "offshore" and resale in the United States of
          approximately 20 million shares of Scorpion stock in
          purported reliance on the Regulation S safe harbor from
          registration, and the use of a portion of the proceeds
          from resale of this stock as "payment" of fictitious
          receivables.

     The financial fraud involved numerous filings with the
Commission from 1991 through 1993, and reached dramatic
proportions.  For example, for the year ended December 31, 1991,
Scorpion reported revenue of $12,453,119, approximately 80% of
which was fictitious.  Many of Scorpion's bogus "sales" were to
companies secretly controlled by Marsh, Bauer, Brown or other
persons acting in concert with them.

     The Complaint seeks permanent injunctions against each of
the defendants variously for violations of Sections 5 and 17(a)
of the Securities Act of 1933 ("Securities Act"), Sections 10(b),
13(a), 13(b)(2), and 15(c)(1) of the Securities Exchange Act of
1934 ("Exchange Act") and Rules 10b-3, 10b-5, 10b-6, 12b-20, 13a-
1, 13a-11, 13a-13, 13b2-1, 13b2-2, 15c1-2, and 15c1-6.  The
Complaint also seeks an order requiring Marsh, Bauer, Brown,
Freeland, Nevers, and Terranova to disgorge their ill-gotten
gains plus prejudgment interest thereon; an order barring Marsh,
Bauer, and Brown from serving as officers or directors of a
public company pursuant to Section 20(e) of the Securities Act,
and Section 21(d)(2) of the Exchange Act; and civil money
penalties against Marsh, Bauer, Freeland, Nevers, and Terranova
pursuant to Section 20(d) of the Securities Act and Section
21(d)(3) of the Exchange Act, and against Brown pursuant to
Section 21(d)(3) of the Exchange Act.