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To: AmericanVoter who wrote (18640)	11/24/2000 9:37:43 PM
From: Louis V. Lambrecht	Respond to of 19700

Each Right entitles the holder to purchase from the company one ten-thousandth of a share of Series A Junior Participating Preferred Stock of the company at an exercise price of $100 per Right. $100 * 10 000 = 1 Junior participating = $100 000 Isn't this what is called a poison-pill?

To: AmericanVoter who wrote (18640)	11/25/2000 12:05:35 PM
From: rocklobster	Read Replies (1) \| Respond to of 19700

Ok...Im going to take my best shot at this poison pill thing..someone correct me if I'm wrong....but basically this says that each Junior Participating is worth $100,000 and any acquirer would have to pay the value of the shares outstanding. so multiply the total possible number of junior participating shares times $100,000 each and this gives you a buyout value if someone were to try to takeover ICGE buy buying out the shares. Basically my read on this is that the conversion, should it be excercised, would dramatically increase the share value of the company, therefore prohibiting anybody from swallowing up ICGE in a hostile style takeover by simply acquiring as many shares on the public market as possible, and then making a bid for the rest at a modest premium to the current trading price. Basically my read on this is that the board of directors feels that ICGE is worth dramatically more than what it is trading at right now. So getting back to the question of why is one ten thousandth of a junior participating share worth $100. basically, my read on this is that each shareholder can protect a 10,000 share position with only a $100. this gives shareholders a fairly inexpensive way of protecting the upside potential of their investment in ICGE. Nobody wants to be taken out at a 10% or 20% premium on this stock when they feel the upside is far more than that. rok