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SECURITIES AND EXCHANGE COMMISSION
v.
The INFINITY GROUP COMPANY, et al.

Civil Action No. 97-5458.

United States District Court,
E.D. Pennsylvania.

Feb. 6, 1998.

 Securities Exchange Commission (SEC) commenced enforcement
proceedings against company involved in securities investments,
and their principals.  The District Court, Dalzell, J., held
that: (1) defendants violated Securities Act prohibition on
interstate sale of unregistered securities; (2) defendants
violated antifraud provisions of Securities Act and Securities
Exchange Act; (3) promoters had joint and several liability;
(4) permanent injunction was warranted; and (5) third
parties receiving proceeds from securities fraud without
providing consideration would be required to disgorge them.

 Order accordingly.

 Kingdon Kase, C. Annette Kelton, Michael Novakovic, Philadelphia,
PA, for S.E.C.

 Klehr, Harrison, Harvey Branzburg & Ellers by Richard A. Levan,
Philadelphia, PA, for Geoffrey P. Benson.

 Saul, Ewing, Remick & Saul by James M. Becker, Philadelphia, PA,
for Geoffrey J. O'Connor.

 Montgomery, McCracken, Walker & Rhoads by Richard L. Scheff,
Philadelphia, PA, for Futures Holding Co.

 Lindsey Springer, Tulsa, OK, pro se.

 Dilworth, Paxson by J. Bradford McIlvain, Philadelphia, PA, for
Robert F. Sanville.

MEMORANDUM

 DALZELL, District Judge.

 Together with our Memorandum issued yesterday, this will constitute
our findings of fact and conclusions of law in this nonjury action
under Fed.R.Civ.P. 52(a).  We concluded a four-day Final Injunction
hearing yesterday.

 As set forth in our Memorandum and Order yesterday denying
defendants' suggestion of lack of subject matter jurisdiction,
we have jurisdiction over the subject matter of this proceeding
pursuant to Section 20(b) of the Securities Act of 1933, 15
U.S.C. º 77t(b), and Section 21(d) (1) of the Securities Exchange
Act of 1934, 15 U.S.C. º 78u(d)(1).

 The numbers in this case demonstrate why Congress adopted the 1933
and 1934 Securities Acts.  Through the Account of Mr. Robert Sanville,
the very able Trustee of The Infinity Group Company ("TIGC"), we have
learned that TIGC raised over $26.6 million from more than 10,000
investors nationwide, $24,597,386.29 of which (we have calculated)
TIGC raised through an "Asset Enhancement Program" which began in
September of 1996 that is the subject of this SEC enforcement action.

 What happened to this money?  Only $11,863,424.01--or approximately
48% of the total received from investors--went to anything that might
be characterized as an investment.  From that $11.8 million in
putative investments, the evidence is uncontroverted that TIGC
earned not one cent of interest, dividend, or return of any kind.
Indeed, shortly after TIGC began what might pass as an investment
program, its investments began defaulting at the rate of nearly
three-quarters of a million dollars a month.  It now appears
likely that the Trustee will be unable to recover even the
principal on these so-called investments, many of which are
now frozen or shut down by federal law enforcement authorities.

 TIGC also used over $2 million in so-called downline commissions
to keep the engine of this enterprise humming like a new Mercedes
on the autobahn. [FN1] In the time-dishonored tradition of Charles
Ponzi, TIGC substituted new investors' money for real investment
return on old investors' funds.

FN1. We refer to the 1997 Mercedes 420 E relief defendant Lindsay
Springer bought with $50,000 of the funds TIGC gave him as "Bondage
Breaker Ministries."

 The rest of TIGC's expenditures were even less investment-related.
More than  $816,000 was spent on real estate, a significant portion
of which went to the purchase and development of a personal residence
for Geoffrey and Susan Benson.  The Bensons also appear to have
furnished and maintained their new house at TIGC's expense:
$55,511.10 went to the purchase or lease of cars for their garage,
including a new Ford Explorer for the Bensons' son;  a $6,133.46
spending spree at Circuit City;  more than $2,000 spent at television
retailers;  over $50,000 in "household expenses";  $5,000 to pay off
a home mortgage;  $10,000 to pay off personal credit card bills;
$10,000 for school tuition for the Bensons' son;  as well as hundreds
for jewelry, bowling equipment and membership fees, groceries.
In short, the Bensons used TIGC as their personal checking account.

 In addition, Geoffrey Benson made an undisclosed donation of $1.265
million of investor funds to Lindsey K. Springer, d/b/a Bondage
Breaker Ministries.

 In addition to all this, defendants Geoffrey Benson and Geoffrey
O'Connor paid themselves nearly $300,000 in cash from TIGC's funds,
none of it reported to the Internal Revenue Service or even documented
on TIGC's books-- which did not exist.  Lastly, more than $1.9 million
remains unaccounted for, due partly to the incomplete and irregular
records defendants kept, and partly, we infer, from defendants' and
relief defendants' lack of cooperation in the Trustee's tireless
accounting efforts.

 The parties, of course, differ over the legal consequences of this
financial train wreck.  Defendants argue that, whatever the ultimate
consequences of their actions are, they do not include answering to
the SEC in this forum.  We disagree.  Undoubtedly TIGC's members had
faith in TIGC.  They certainly had hope that its extravagant
guarantees would be fulfilled.  But TIGC was no charity--investors
were defrauded for defendants' and relief defendants' personal gain.
For that, defendants must answer under the securities laws.

 By Memorandum and Order yesterday, we found that TIGC's investment
offerings were securities as defined by the Securities Act of
1933 and Securities Exchange Act of 1934.  Thus, we move to
the substantive securities violations charged in the complaint.

 The SEC first claims that defendants TIGC, Geoffrey Benson,
and O'Connor violated sections 5(a) and 5(c) of the Securities
Act of 1933, 15 U.S.C. º 77e, by using the means or instrumentalities
of interstate commerce to solicit, sell, and convey their
investment contracts.  In order to establish a violation of
section 5, the Commission must show that:  (1) no registration
statement was in effect as to the security;  (2) defendants
offered to sell or sold the security;  and (3) defendants used
the means of interstate commerce in connection with the offer
or sale.  See SEC v. Spence & Green Chemical Co., 612 F.2d
896, 901 (5th Cir.1980), cert. denied, 449 U.S. 1082, 101 S.Ct.
866, 66 L.Ed.2d 806 (1981);  SEC v. Continental Tobacco Co.,
463 F.2d 137, 155 (5th Cir.1972).  Once the Commission has
made this showing, the burden shifts to defendants to demonstrate
that the securities were exempt from the registration
requirement.  See SEC v. Ralston Purina Co., 346 U.S. 119, 126,
73 S.Ct. 981, 985, 97 L.Ed. 1494 (1953).

 The defendants admit that they did not file any such registration
statement.  Nor do they dispute the evidence of record which
shows that (a) they mailed and faxed a blizzard of materials
--personally signed, at various times, by O'Connor and Geoffrey
Benson--soliciting investment contracts/capital units from
potential investors, and (b) they received checks and other
valuable assets that several thousand investors from all over
the country mailed to them. Thus, the burden is on defendants
to demonstrate that their securities offering was exempt from
registration pursuant to Section 4 of the 1933 Act, 15 U.S.C.
º 77d.  Given the size of TIGC's offering (nearly $24.6
million), as well as its scope (more than 10,000 investors
nationwide and abroad), and the means of offering--a fax on
demand line, voluminous mailings of marketing materials, a
website linked to TIGC's offices, a nationwide network of
telephone operators [FN2] and a proselytization program that
rewarded TIGC members for snaring new investors--we have no
difficulty finding that this was a public offering by TIGC as
issuer which is not exempted from registration. Thus, we find
that defendants TIGC, Geoffrey Benson, and O'Connor each
directly violated Section 5 of the Securities Act of 1933.

FN2. Page 17 of the "Financial Resources Special Report" that is
part of P-499, for example, invites investors to "call any of our
Professional Management team Members today", and lists individuals,
and their phone numbers, in New York, Wisconsin, Nevada, Kansas,
Texas, and Puerto Rico. This statement also lists Geoffrey O'Connor
and three others, and gives their Ohio telephone and fax numbers.

 We now consider whether defendants TIGC, Geoffrey Benson, and
O'Connor violated the antifraud provisions of the securities
laws found in section 17(a) of the Securities Act of 1933,
15 U.S.C. 77q(a), Section 10(b) of the Securities Exchange
Act of 1934, 15 U.S.C. 78j(b), and Rule 10b-5, 17 C.F.R. 240.
10b-5 thereunder.  In order to establish a violation of these
antifraud provisions, the Commission must show that defendants
(1) used interstate commerce, (2) made material false and
misleading statements or omissions, (3) in connection with
the offer, purchase, or sale of securities, and (4) with scienter.
See Aaron v. SEC, 446 U.S. 680, 697, 100 S.Ct. 1945, 1955, 64
L.Ed.2d 611 (1980).  Although we think the astonishing and instant
response to the asset enhancement program by itself demonstrates
reliance by thousands of victims, actual reliance by investors
is not a necessary statutory element under either section 17
or 10b.  N. Sims Organ & Co. v. SEC, 293 F.2d 78 (2d Cir.1961),
cert. denied, 368 U.S. 968, 82 S.Ct. 440, 7 L.Ed.2d 396 (1962).
We shall address each element in turn.

 As discussed before, the Commission has satisfied element one
of Aaron, that is, the use of the means and instrumentalities
of interstate commerce.

 As to whether defendants made material false and misleading
statements or omissions in communicating with prospective
investors, a misrepresentation is material under the securities
laws if there is a substantial likelihood that a reasonable
investor would consider it important in deciding whether to
purchase or sell securities.  See, e.g., Staffin v. Greenberg,
672 F.2d 1196, 1204-05 (3d Cir.1982).  The Commission has more
than carried its burden here. Borrowing in equal parts from
the scripts of Wall Street, Conspiracy Theory, and perhaps
even The Apostle, defendants claimed special access to a
rarefied financial world of high-yield/low-risk investments.
For example:
. "If you know someone who is highly sophisticated in
international finance, and Western European banking structures,
you just may want to ask that person for some details.
These programs are very real, and very lucrative, but not
too many people in the USA are privy to them [sic ] Even
though there are a handful of U.S. banks that participate,
they do not advertise, especially to their employees.  These
"trading" programs are run by a very tight knit inner circle
that requires an invitation by the right person and a large
amount of cash, for you to get even a hint of what is
transpiring." [FN3]

FN3. P-499 "Financial Resources Special Report", vol. 3, p. 1
(this page is headed "Too good to be true?").

. "Over the past several years I have been researching the
banking and investment industry.  Along the way, We have had
the good fortune to become associated with some wonderful
people.  What we have learned from these people has literally
changed my way of life forever.  We learned all about "the
system" and how "big business" controls the money.  And how it
is almost impossible for the "little guy" to do anything more
than exist.  I also learned that making 5% to 10% on my money
was a waste of time and energy."
"Now, we (the Trust) earn high yields annually on every dollar
that we invest.  And these are guaranteed returns ... Where the
principal is secured. The real important thing here is:  We have
locked in, unlimited dollar amounts, that we can invest with
these guarantees.  This is exactly what your bank does ... But
it is very likely that they will never tell you these things.
The banks and stock brokers are making a fortune using your
money." [FN4]

FN4. Id., No. 1, p. 2 (page headed "Your Success is Guaranteed ...
100%") (bolding in original).

 Virtually every material statement TIGC made was false.  To
take just a few examples:
. There is no evidence that TIGC had a Dun & Bradstreet rating,
as stated at least four times in their solicitation materials.
. There is no evidence that all of TIGC's funds "are guaranteed,
[sic ] by one of the largest banks in the world," as stated in
Geoff O'Connor's January 30, 1997 letter to a prospective investor
(P-503), or "guaranteed by a top 100 World Bank" as stated in a
Geoff Benson epistle general for TIGC. [FN5]

FN5. P-499, TIGC "Member Manual and Materials", tenth unnumbered
page (page headed, "By Invitation only ... The Infinity Group of
Companies ...").

. There is no evidence that TIGC had "established investment credit
lines of over $700,000,000 with top world banks," as stated on
page four in the "TIGC Private Member Material and Manual," ex.
499.
. TIGC's representation in "Financial Resources" vol. 3, issue
8, that their "lead attorney" was Lindsey Springer is
categorically false.
. TIGC's materials represent that the company invests in "prime
bank instruments", which "do not exist," SEC v. Lauer, 52 F.3d
667, 670 (7th Cir.1995).  To the contrary, according to the
unrebutted testimony of Prof. Byrne, the Commission's expert
on international banking instruments and investments, references
to such bogus instruments is widely considered to be a red flag
of securities fraud.
. Perhaps most importantly, TIGC's guarantee of 138% to 181%
annual returns on investment, with zero risk, which appears on
nearly every page of its materials, was absolutely untrue.
P-499, passim.

 Defendants dispute that they misrepresented that the principal
and return of their investments were 100% guaranteed with zero
risk, pointing to the few statements in their materials that
purport to disclose that "there is the element of risk" in
their investments.  But even in making those statements, TIGC
talked out of both sides of its mouth:
. "1.) There is a risk.  Anytime you give your money to a bank,
stock broker, investment counselor, your money is at risk.
As a matter of fact, if you keep your money under your
mattress, it is at risk.  The Trust does invest in Private
Placement Programs where the principal amount is secure, and
we do guarantee the return.  But do not confuse these
guarantees with no risk." [FN6]

FN6. P-499, "Financial Resources Special Report", Vol. 3, p. 2
(page headed, "What you should know before you decide").

 Congress did not intend that those charged with securities
fraud could be exonerated by elaborate double speak like this.
Even if we were, however, to consider defendants' so-called
disclosures of risk, we find the disclosures defendants cite
to be inexcusably diluted and thus inadequate.  Exactly what
types of risk does TIGC mean to warn of?
. "... please do not interpret guarantee as meaning absolutely
no risk.  There is no such thing.  There's a risk in getting
out of bed in the morning.  Or ... a big rock could fall on
Ohio and wipe out TIGC and everything else in the state." [FN7]

FN7. Id., p. 4 (page headed, "Introduction").

 Given TIGC's actual investment activities, these half-hearted
disclaimers-- such as they are, buried in mounds of no-risk
language--fall well short of curing TIGC's pie-in-the-sky
guarantees.

 TIGC's material omissions, which we may also consider under
section 17 of the 1933 Act and 10b of the 1934 Act, are just
as damning as TICG's affirmative misrepresentations.  Among
the legion of material facts which TIGC failed to disclose
in describing their investments was:  (1) the fact all of
that the investments they made were, in fact, unsecured and
unguaranteed;  (2) the reality of accumulating defaults, or
outright failures, of numerous major investments, such as
the $4.5 million default of the Amberley Group, and the
$725,000 monthly accumulating default of First Equity Resources;
(3) TIGC's use of investor funds, and not profit, to cover
obligations to its members; (4) TIGC's diversions of investor
funds to non-investment entities, such as Lindsey Springer
d/b/a Bondage Breaker Ministries, and paying personal
expenses for, and exorbitant "salaries" to, defendants,
and so on and so on.  TIGC's materials abound with such
material misstatements and nondisclosures.

 Element three of the antifraud provisions under Aaron is
also easily satisfied.  A cursory review of TIGC's
literature reveals that its predominate purpose was to
peddle defendants' fantasy securities.  In addition, every
investor who testified at the hearing stated that they
reviewed TIGC's materials and relied on them in making
investment with the company.  Even Geoffrey Benson's sole
witness, Linda Christian, herself testified that she waited
to receive her membership materials before deciding whether
to invest her money in The Infinity Group.  Thus, we find
that defendants' material misstatements and omissions were
without question made in connection with the offer and sale
of securities.

 Lastly, we turn to defendants' scienter.  Our Court of Appeals
has held that the required mens rea under section 17 of the
1933 Act and section 10b of the 1934 Act includes recklessness.
See Coleco Industries, Inc. v. Berman, 567 F.2d 569, 574
(3d Cir.1977)(per curiam ), cert. denied, 439 U.S. 830, 99
S.Ct. 106, 58 L.Ed.2d 124 (1978).  "[R]eckless conduct may
be defined as ... highly unreasonable [conduct], involving
not merely simple, or even inexcusable negligence, but an
extreme departure from the standards of ordinary care, and
which presents a danger of misleading buyers or sellers that
is either known to the defendant or is so obvious that the
actor must have been aware of it." Sharp v. Coopers & Lybrand,
649 F.2d 175, 193 (3d Cir.1981)(quoting McLean v. Alexander,
599 F.2d 1190, 1197 (3d Cir.1979)).  In closing argument,
defendants Geoffrey Benson and O'Connor seem to acknowledge
that their conduct was negligent, perhaps even grossly or
inexcusably so, but ask us to stop just short of finding
that they acted recklessly with the investor funds entrusted
to them.

 Defendants' actions were, at the barest minimum, squarely
within the definition of recklessness.  First, defendants
used TIGC's accounts as their own personal slush fund,
spending hundreds of thousands--perhaps millions--for their
own personal benefit.  To say the least, in accountant's
parlance, these were non-performing assets.  Second, defendants
performed no meaningful due diligence for the money they
actually did invest.  They requested no financial statements--
certified or otherwise--did not inquire whether the investments
were backed by bank guarantees or otherwise insured, sought
no opinions of counsel, obtained no good standing certificates,
no third-party financial analysis, made no Dun & Bradstreet
inquiry.  In short, defendants invested on a flyer and a
phone call.

 A colorful example of defendants' deficient investment judgment
was the Marietta & Northern Georgia Railway Bond TIGC
purchased for $302,000. Apparently, it was of no moment to
defendants that:  (a) the bond was issued in 1889;  (b) the
face value of the bond was $1,000;  (c) the railroad had been
out of business for almost a century;  or (d) they could
readily have taken the bond to a historical securities analyst,
like the Commission's expert, Edward Borer, who would have
valued the bond at around $100.  We suspect that even a
complete neophyte in finance, accounting, or economics would
suspect, when confronted with such an investment, that
defendants' business was on the wrong track.  Instead, TIGC
chose in its materials to value the ancient bond at $107
million!

 O'Connor seeks to distance himself from his co-defendants'
financial misadventures by arguing that he was essentially an
employee of TIGC, and had no knowledge that the statements
contained in TIGC's securities offering materials were
fraudulent.  We decline, however, to accept his empty-vessel
defense.  In light of (1) the many documents which expressly
state that he is a trustee of TIGC, (2) the evidence that he
personally authorized the wire transfer of a half-million
dollar block of TIGC funds for investment purposes, and (3)
his central role in TIGC's member referral, or "downline" program--
the very engine of this scheme which forestalled its collapse
at the cost of millions in new investor contributions--we
think that there is ample evidence which shows that O'Connor
was no unwitting dupe of TIGC, but knew exactly what he was
going:  defrauding thousands of people.

 Likewise, we reject Geoffrey Benson's proffered defense that
he was ignorant of the falsity of TIGC's statements, and in
all events he acted in good faith in soliciting investor funds
and pursuing investments on behalf of TIGC.  Even assuming that
those statements are true--and we do not, given the mountain of
evidence of invidious motive here--ignorance provides no
defense to recklessness where a reasonable investigation
would have revealed the truth to the defendant.  See United
States v. Henderson, 446 F.2d 960, 966 (8th Cir.), cert.
denied, 404 U.S. 991, 92 S.Ct. 536, 30 L.Ed.2d 543 (1971);
United States v. Schaefer, 299 F.2d 625, 629 (7th Cir.),
cert. denied, 370 U.S. 917, 82 S.Ct. 1553, 8 L.Ed.2d 497
(1962);  Stone v. United States, 113 F.2d 70, 75 (6th Cir.
1940).  Similarly, good faith is no shield to liability
under the antifraud provisions of the Securities Acts.
Greenhill v. United States, 298 F.2d 405 (5th Cir.), cert.
denied, 371 U.S. 830, 83 S.Ct. 25, 9 L.Ed.2d 67 (1962);
Frank v. United States, 220 F.2d 559, 564 (10th Cir.1955);
United States v. Oldenburg, 135 F.2d 616, 617 (7th Cir.1943).

 But we need not rely on either the ignorance defense, or the
existence of recklessness, in Geoffrey Benson's case.  His
actual intent to defraud may be inferred from his wholly
successful, and carefully-crafted, offering materials.  As
Professor Byrne mentioned in his testimony, the materials
at length depict a mysterious cabal into which only the
initiated, like TIGC's trustees, could enter.  Benson's texts
weave visions of risk-free, high-return investing in a clever
tapestry of anti-government, individualist fervor. Although
the offering materials often speak of mysteries and the need
to maintain secrecy, in fact Geoffrey Benson and his
colleagues well knew that the reason these secrets were not
mentioned is because there were none.  As Geoffrey Benson and
O'Connor allowed their offering materials to be disseminated
around the country--by fax on demand, through a legion of
downline representatives, and via the mails--they had to
know that they were funding payments to early investors with
new investors' money rather than with investment return.  In
short, Geoffrey Benson and Geoffrey O'Connor knew precisely
what they were doing in these materials, and that was
engaging in a hugely successful interstate fraud.

 At best, defendants' investment enterprise began as a
reckless financial enterprise, and evolved into an intentional
scheme to defraud investors of their money when that money
became necessary to prevent TIGC's collapse.  At worst,
TIGC's Asset Enhancement Program was from its inception a
Ponzi scheme, calculated to bilk investors of funds by
preying on their excessive greed, their feelings of exclusion
from America's current prosperity, and their fears of
jackbooted government intrusion.  Under either scenario, the
conduct of defendants' TIGC, Geoffrey Benson, and O'Connor
violates º 17 of the 1933 Act and º 10b of the 1934 Act.
Therefore, we hold each to be jointly and severally liable
for disgorgement of the full amount of their ill-gotten gains.

 We also find that unless enjoined--indeed, perhaps in spite
of being enjoined, in light of their apparent lack of
compliance with our preliminary injunction--defendants will
continue to violate Section 17(a) of the Securities Act of
1933, Section 10(b) of the Securities Exchange Act of 1934,
and Rule 10b-5 thereunder.  Defendants have to date operated
under the apparent assumption that their beliefs in the
illegitimacy of federal and state government grant them carte
blanche to pick and choose which of our laws to heed.  We
make clear, however, that contrary to their protestation,
they must heed federal securities laws that Congress adopted
and whose constitutionality the Supreme Court has never
questioned.  Accordingly, we will enjoin defendants from
further violation under the securities laws, as TIGC or
under any other guise.

 As to relief defendants, it is axiomatic that we may
impose equitable relief on a third party against whom no
wrongdoing is alleged if it is established that the third
party possesses illegally-obtained profits but has no
legitimate claim to them.  SEC v. Cherif, 933 F.2d 403,
414 n. 11 (7th Cir.1991).  We have jurisdiction "to decide
the legitimacy of ownership claims made by [third- parties]
to assets alleged to be proceeds from securities laws
violations." Id. citing Tcherepnin v. Franz, 485 F.2d 1251
(7th Cir.1973), cert. denied, 415 U.S. 918, 94 S.Ct. 1416,
39 L.Ed.2d 472 (1974);  SEC v. Wencke, 783 F.2d 829
(9th Cir.), cert. denied 479 U.S. 818, 107 S.Ct. 77, 93 L
.Ed.2d 33 (1986).

 Relief defendant Lindsey K. Springer d/b/a Bondage Breaker
Ministries admits that he received $1.265 million of
TIGC's unlawfully-obtained investor funds, for which he
received no consideration at all and to which he has no
legitimate claim.  Accordingly, we will order him to
disgorge those funds.

 From September 1996 until August 1997, relief defendants
Futures Holding Company received $1,425,900, SLB Charitable
Trust received $2,488,515.94, and JGS Trust received
$125,000 from TIGC. Susan L. Benson, in her capacity as
trustee of these trusts, alleges that she rendered
consideration in the form of administrative and clerical
services to TIGC, although she has neither testified nor
produced evidence which affirmatively demonstrates that she
did any work for TIGC.  Moreover, to the extent that Susan
Benson earned any of the funds which were transferred into
these trusts, she did so in the service of the very unlawful
offering and sale of securities which is the subject of these
proceedings.  It would be contrary to the securities law to
allow Mrs. Benson to launder the proceeds of a securities
fraud by billing bilked investors for services rendered in
furtherance of that fraud.  Illegal consideration is invalid
consideration and thus cannot shield ill-gotten gains from
disgorgement.

 Finally, although we think that the record evidence alone
is amply damning of defendants' conduct under the 1933 and
1934 Securities Acts, we note that defendants Geoffrey O'Connor
and Geoffrey Benson, as well as relief defendant Susan Benson,
exercised their Fifth Amendment right against self-
incrimination as to all of TIGC's activities, which profoundly
hinders our ability to determine the true nature of TIGC's
operations.  "[T]he Fifth Amendment does not forbid adverse
inferences against parties to civil actions when they refuse
to testify in response to probative evidence offered against
them...."  Baxter v. Palmigiano, 425 U.S. 308, 318, 96 S.Ct.
1551, 1558, 47 L.Ed.2d 810 (1976);  see also Rad Serv., Inc.
v. Aetna Cas. & Sur. Co., 808 F.2d 271 (3d Cir.1986).  Thus,
to the extent that we have any doubts--and we harbor none--
as to whether a massive securities fraud took place here,
whether and to what extent defendants participated in it,
and whether defendants and relief defendant Susan Benson
improperly benefitted therefrom-- we resolve those doubts
against defendants and relief defendant Susan Benson.

 We file our Final Injunction separately.