UNITED STATES OF AMERICA
                                    Before the
                         SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No. 41268 / April 9, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9870
          ______________________________
                                        )     ORDER INSTITUTING PUBLIC
          In the Matter of              )     ADMINISTRATIVE PROCEEDINGS
                                        )
          PURSUANT TO SECTIONS 15(b)    )
          CLYDE MORGAN,                 )     AND 19(h) OF THE SECURITIES
          ROSS BLEVINS, and             )     EXCHANGE ACT OF 1934,
          DOUG CUTHBERT,                )     MAKING FINDINGS AND IMPOSING
                                        )     REMEDIAL SANCTIONS
          Respondents                   )

                                        I.

               The Securities and Exchange Commission (Commission) deems it
          appropriate and in the public interest that public administrative
          proceedings be instituted pursuant to Sections 15(b) and 19(h) of
          the Securities Exchange Act of 1934 (Exchange Act) against Clyde
          Morgan (Morgan), Ross Blevins (Blevins), and Doug Cuthbert
          (Cuthbert).

               In anticipation of the institution of these administrative
          proceedings, Morgan, Blevins, and Cuthbert have submitted Offers
          of Settlement which the Commission has determined to accept.
          Solely for the purpose of this proceeding and any other
          proceedings brought by or on behalf of the Commission, or to
          which the Commission is a party, and without admitting or denying
          the findings herein, except as to jurisdiction, the facts set
          forth in paragraphs II.A. and D. below, which are admitted by
          Morgan, the facts set forth in paragraphs II.B. and F. below,
          which are admitted by Blevins, and the facts set forth in
          paragraphs II.C. and H. below, which are admitted by Cuthbert,
          Morgan, Blevins and Cuthbert consent to the entry of this Order
          Instituting Public Administrative Proceedings Pursuant to
          Sections 15(b) and 19(h) of the Securities Exchange Act of 1934,
          Making Findings and Imposing Remedial Sanctions ("Order").