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Microcap & Penny Stocks : ISGI ANYONE????

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To: J. Joyce who wrote ()9/3/1996 7:48:00 PM
From: Jason Chesshir   of 2665
 
J.Joyce, here is an insert directly from the 8-K filing that you over looked stating as plain as daylight the stated par value of Preferred M&N Stock:

1.1 EXCHANGE AND ISSUANCE OF SHARES. ISG, Total and the Shareholders
hereby agree that on the Closing Date (as hereinafter defined) that ISG shall
issue and/or the Shareholders shall exchange all of the issued and outstanding
shares of capital stock of Total for the shares of preferred stock of ISG
hereinafter described:

(i) There shall be issued to Harrott, Kirkland, Wiggins, the
Harrott Trust, the Kirkland Trust and Lewis in exchange for their
capital stock of Total an aggregate of 231,000 shares of ISG's Series M
Cumulative Convertible Voting Preferred Stock ($100 stated value)
convertible into 23,100,000 shares of Common Stock of ISG (the "Series
M Preferred Stock"). Each share of Series M Preferred Stock will be
entitled to one vote per share. The holders of the shares of Series M
Preferred Stock shall be entitled to receive a combined dividend of
$194,000 upon execution of this Agreement and a combined dividend of
$388,000 at the Closing Date, to be allocated based on each holder's
proportionate ownership of shares of Series M Preferred Stock.
Following the Closing Date, each share of Series M Preferred Stock
shall be entitled to a cumulative dividend of 2.7% of the stated value
to be payable on the last day of each calendar month thereafter until
such time as ISG's Registration Statement covering the resale of the
shares of Common Stock underlying the Series M Preferred Stock becomes
effective under the Securities Act of 1933. The shares of Series M
Preferred Stock shall have the benefit of a registration covenant from
ISG to permit the resale of the shares of Common Stock underlying the
Series M Preferred Stock as hereinafter provided;

(ii) There shall be issued to Booth, the Parents' Trusts, the
Siblings' Trusts, the Nephews' & Nieces' Trusts, the Descendants'
Trusts, in exchange for their capital stock of Total 66,500 shares of
ISG's Series N Cumulative Convertible Voting Preferred Stock ($100
stated value) convertible into 6,650,000 shares of Common Stock of ISG
(the "Series N Preferred Stock"). Each share of Series N Preferred
Stock will be entitled to one vote per share. As the holders of the
Series N Preferred Stock, they shall be entitled to receive a total
dividend of $56,000 upon execution of the Agreement and a total
dividend of $112,000 at the Closing Date. Following

2

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the Closing Date, each share of Series N Preferred Stock shall be
entitled to a cumulative dividend at the rate of 2.7% of the stated
value per month to be payable on the last day of each calendar month
until such time as ISG's Registration Statement covering the resale of
the shares of Common Stock underlying the Series N Preferred Stock
becomes effective under the Securities Act of 1933. The holders of the
Series N Preferred Stock, shall have the benefit of a registration
covenant to permit the resale of the shares of Common Stock underlying
the Series N Preferred Stock as hereinafter provided, except that they
may not commence the sale of any shares of underlying Common Stock
until after December 31, 1996 and may not dispose of in excess of 5%
(332,500 shares) of the underlying shares of Common Stock in any
calendar month;

Please stop insulting out intelligence.

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