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Technology Stocks : Ubarter.com; The next big e-commerce leader

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To: Anton who wrote (70)	1/20/2000 6:24:00 PM
From: Gabe Heti	Read Replies (1) of 77

The reason for uncertainty is the 32 page preliminary sale agreement. It is still unclear what the share swap rate will be. According to my calculations the swap rate could be anywhere between 3 UBTR per SPNW to 4 per SPNW. The uncertainty is because it is unclear how many shares will be exchanged once all warrants and options are exercised. Also, the value of SPNW will be based on the lower of the actual price of SPNW the day before the agreement is finalized and the average of the previous 10 days closing prices. That would now be around $18.00. If the closing is delayed and SPNW stays above $20, the deemed price would be $20. UBTR dept will also be paid off from the $45 million paid by SPNW prior to distribution to shareholders. There may even be two classes of shares with different exchange rates for the two classes. Many questions remain. Announcement is due any day now and that should clarify the situation. After that goes to SEC for approval which will take another six weeks or so. I still think UBTR shares will be worth well over $5 especially if SPNW goes up further.

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