SECTION
20(a) OF THE SECURITIES EXCHANGE ACT OF 1934
15 U.S.C. §
78t(a) (1988)
Every
person who, directly or indirectly, controls any person liable under any
provision of this chapter or of any rule or regulation thereunder shall also be
liable jointly and severally with and to the same extent as such controlled
person to any person to whom such controlled person is liable, unless the
controlling person acted in good faith and did not directly or indirectly
induce the act or acts constituting the violation or cause of action.