Kenneth A. Orr

Securities Exchange Act of 1934
Release No. 50941 / December 28, , 2004

Admin. Proc. File No. 3-11650

I.

On September 14, 2004, the Securities and Exchange Commission ("Commission") issued an order instituting public administrative proceedings against Kenneth A. Orr ("Orr") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

Orr has submitted an Offer of Settlement ("Offer") which the 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 to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over Orr and the subject matter of these proceedings, and the findings contained in Section III.D and III.E below, which are admitted, Orr consents to the entry of this Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and the Offer submitted by Orr, the Commission makes the following findings:

A. Orr, age 38, was a registered representative associated with a registered broker-dealer, J.J. Morgan & Co., a brokerage firm later known as First Cambridge Securities Corp. ("First Cambridge"), and was a registered principal and president of First Cambridge from March 1994 until May 23, 1997. First Cambridge was registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Exchange Act during the period of Orr's employment.

B. On November 10, 1999, the Commission filed a civil action in federal district court against Orr and sixteen other defendants, charging Orr with violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in connection with the kickback scheme outlined in subparagraph III.C hereof. SEC v. Curtis, et al., 99 Civ. 7357 (E.D.N.Y.) ("Curtis").

C. The Commission's complaint alleged that, while employed at First Cambridge, Orr received undisclosed compensation for selling stock of ICIS Management Group, Inc. (f/k/a/ Alter Sales Co., Inc.), a Florida corporation, and Pilot Transport Inc., a Nevada corporation.

D. On September 13, 2002, the United States District Court for the Eastern District of New York entered a Final Judgment of Permanent Injunction and Other Relief as to Kenneth A. Orr in Curtis, permanently enjoining Orr from future violations of Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, ordering Orr to disgorge $55,000 in ill-gotten gains, approximately $44,000 in prejudgment interest, and post-judgment interest, and ordering Orr to pay a civil penalty of $55,000. Orr consented to the entry of the final judgment without admitting or denying the allegations in the Commission's Complaint.

E. Additionally, on January 3, 2002, Orr pleaded guilty to one count of conspiracy to launder money. United States v. Orr, 99 CR 1019 (E.D.N.Y). On May 21, 2002, a judgment in the criminal case was entered against Orr. He was sentenced to three years of probation and ordered to pay a $3,000 fine.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Orr's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act that Orr be, and hereby is barred from association with any broker or dealer.

Any reapplication for association by Orr will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against Orr, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.