U.S. SECURITIES AND EXCHANGE COMMISSION

   Litigation Release No. 16316 / September 30, 1999

   SECURITIES AND EXCHANGE COMMISSION v. ROBERT J. DALTON, JAMES L.
   MASINI, AND GEORGE J. BODLAK, Civil Action No. 99-09826 RAP
   (AJWx)(C.D. Cal.)

   SEC SUES THREE WORM FARM EXECUTIVES FOR FRAUD

   The SEC today filed civil fraud charges in Los Angeles against three
   worm farm executives for fraudulently offering securities. The
   complaint alleges that the defendants employed telemarketers who told
   investors that an investment in a Riverside County, California worm
   farming operation would make a 25-100% annual profit from the sale of
   worms and worm castings. Instead, sales of worms and worm castings
   failed to make a profit and investor returns were paid with other
   investors' money in a Ponzi-like scheme. Moreover, the complaint
   alleges that the defendants misused 52% of the money raised to fund
   further sales of securities rather than using the money to pay for
   worm farm operations. More than 250 investors nationwide invested a
   total of approximately $8.5 million between March 1995 and June 1998.

   The defendants are

     * Robert J. Dalton, age 55, of Upland, California;
     * James L. Masini, age 51, of Scarsdale, New York; and
     * George J. Bodlak, age 50, of Temecula, California.

   The Complaint alleges that Dalton, Masini, and Bodlak variously
   violated the securities registration provisions (Sections 5(a) and
   5(c) of the Securities Act of 1933 ("Securities Act")), antifraud
   provisions (Section 17(a) of the Securities Act and Section 10(b) of
   the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5
   thereunder); and broker-dealer registration provision (Section 15(a)
   of the Exchange Act). The Commission seeks disgorgement and penalties
   from the three defendants.

   Simultaneously with the filing of the Complaint, Bodlak consented,
   without admitting or denying the allegations in the Complaint, to a
   permanent injunction against future violations of the antifraud
   provisions, disgorgement in the amount of $6,500, plus prejudgment
   interest, and a civil penalty in the amount of $6,500.
     _________________________________________________________________

Modified 09/30/1999