UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   SECURITIES EXCHANGE ACT OF 1934
   Release No. 42211 / December 9, 1999

   ADMINISTRATIVE PROCEEDING
   File No. 3-10056

   I.

   In these proceedings ordered pursuant to Section 15(b)(6)(A) of the
   Securities Exchange Act of 1934 ("Exchange Act"), Respondents Ronald
   A. Knittle ("Knittle") and Gregory G. Vernon ("Vernon") have submitted
   Offers of Settlement ("Offers") which the Securities and Exchange
   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 in which the Commission is a party, Knittle and Vernon
   consent to the entry of this Order of the Commission Making Findings
   and Imposing Remedial Sanctions Pursuant to Section 15(b)(6)(A) of the
   Securities Exchange Act of 1934, without admitting or denying the
   findings of this Order, except that they admit the jurisdiction of the
   Commission with respect to the matters set forth in this Order, and
   that they were enjoined from various violations of the securities laws
   as set forth in this Order.

   II.

   On the basis of Knittle's and Vernon's Offers, the Commission finds
   that

   1) On July 16, 1999, Vernon was enjoined by the United States District
   Court for the District of Colorado from, among other things, in
   connection with the purchase or sale of securities, violating various
   provisions of the securities laws, namely, Sections 5(a), 5(c), 17(a),
   and 17(b) of the Securities Act of 1933 ("Securities Act") and Section
   10(b)of the Exchange Act and Rule 10b-5, thereunder. (SEC v. Golden
   Eagle International, Inc., et. al., Civil Action No. 98-Z-1020,
   U.S.D.C. Colo.)

   2) On September 21, 1999 Knittle was enjoined by the United States
   District Court for the District of Colorado from, among other things,
   in connection with the purchase or sale of securities, violating
   various provisions of the securities laws, namely, Sections 5(a),
   5(c), and 17(a) of the Securities Act and Sections 10(b), 13(a),
   13(b)(2)(A), 13(b)(2)(B)(ii), and 13(d) of the Exchange Act and Rules
   10b-5, 13a-1, 13a-11, 13a-13, 12b-20, and 13d-1 thereunder. (SEC v.