PA SECURITIES COMMISSION CONTACT: KATHLEEN MUELLER 412.565.5083

RESPONDENT OFFERED FOR SALE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK IN RESPONDENT LEARNING ELEMENTS, INC., THROUGH AN UNREGISTERED AGENT TO A PENNSYLVANIA RESIDENT IN VIOLATION OF THE REGISTRATION PROVISIONS OF THE PENNSYLVANIA SECURITIES ACT OF 1972.

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RESPONDENT LEARNING ELEMENTS, INC., CRAIG A. SAMUELS, AND DONALD J. SLOWINSKI, JR. ARE ORDERED FOR A PERIOD OF FIVE YEARS TO NOT ACT A PROMOTER, OFFICER, DIRECTOR OR PARTNER OF AN ISSUER OFFERING FOR SALE UNLESS THEY UTILIZE EXPERIENCED SECURITIES COUNSEL AND ARE ORDERED JOINTLY AND SEVERALLY TO PAY $500 IN INVESTIGATIVE AND LEGAL COSTS.

THE SUMMARY ORDER TO CEASE AND DESIST ISSUED ON APRIL 3, 2001 IS PROSPECTIVELY RESCINDED AS TO RESPONDENTS LEARNING ELEMENTS, INC., CRAIG A SAMUELS AND DONALD J. SLOWINSKI, JR.

BREACH OF DUTY TO SUPERVISE; CLAIMANT ALLEGES THAT AGENT CONDUCTED MARGINS TRADES IN HER ACCOUNT WITHOUT HER AUTHORIZATION.

$100,000.00

$77,500.00

NOT PROVIDED NOT PROVIDED

ACCOUNT RELATED - FAILURE TO SUPERVISE OMISSION OF FACTS. SUITABILITY COMMON STOCKS, ACTUAL AND COMPENSATORY DAMAGES REQUEST AMOUNT $149,000.00

$223,500.00

THE CLAIM AGAINST MR. SLOWINSKI WAS DISMISSED I REFUSED TO APPROVE THIS TRANSACTION (SPECULATIVE TRADE0 AS UNSUITABLE FOR A PROFIT SHARING PLAN. THE CUSTOMER INSISTED THAT THE ACCOUNT WAS A TRUST, SOLELY FOR HE AND HIS WIFE, `AS A TAX LOOPHOLE`. [CUSTOMER] SENT 15 PAGES OF TRUST DOCUMENTS TO PROVE HIS POINT. I STILL REFUSED APPROVAL, WHICH WAS VERIFIED BY THE BROKER. I SENT THE MATTER TO OUR COMPLIANCE DEPT. AND THEY APPROVED THE TRADE. I WAS DISMISSED FROM THE CASE AND DID NOT PARTICIPATE IN ANY SETTLEMENT IN ANY FORM.