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To: Al's Fun who wrote (1175)	1/15/2000 7:25:00 PM
From: chalu2	Respond to of 1296

I have read the Proxy Statement and it does not provide for automatic conversion of anyone's Preferred. What it does allow for is the optional conversion of shares held privately that would not otherwise be convertible. Here's what the Proxy amendments provide: (vi) Conversion. (a) Subject to, and upon compliance with, the provisions of this Section (vi), the holder of a share of Series E Preferred Stock designated shall have the right, at such holder's option, at any time commencing two years from issuance and terminating five years from issuance, to convert such share into 6 fully paid and non-assessable shares of Common Stock of the Corporation. Notwithstanding the foregoing, as of February 4, 2000, all shares of Series E Preferred Stock shall be eligible for such conversion. (b) (1) In order to exercise the conversion privilege, the holders of Series E Preferred Stock to be converted shall surrender the certificates representing such shares to the office of the transfer agent for the Series E Preferred Stock, appointed for such purpose by the Corporation, with the Notice of Election to Convert on the back of said certificate completed and signed. As you can see, there is no "automatic" conversion. The Proxy makes all shares eligible for conversion, but requires no one to convert shares. I hope this is now clear.