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Microcap & Penny Stocks : USXX IS UP @.34 CENTS WITH 400,000 SHARES TODAY!! -- Ignore unavailable to you. Want to Upgrade?

To: Hawkmoon who wrote (100)	2/9/1998 4:09:00 PM
From: Martin Savitska	Read Replies (1) \| Respond to of 348

Hey Ron, Finally jumped in today after watching from the side lines back in Sept....One of those "ye who hesitates is lost". Should have jumped back then. Then got greedy and tried to get in under the bid at .55...OH WELL! Looks like Ken and Co. are positioning for continued growth. There are lots of states that would follow a Cal/Tx lead. Whole situation is looking stronger. One state is one thing, two states is a different story. I like it. :) Marty

To: Hawkmoon who wrote (100)	2/10/1998 7:30:00 AM
From: Ditchdigger	Read Replies (2) \| Respond to of 348

Well I guess I should post this from the 8K since the price movement has made certain portions come into play.(fixed conversion price) I will say(IMO), this is a "nice" Reg S (4) placement-it appears there are safeguards in place to help protect the company from abuse "The Debentures are convertible into shares of Common Stock, the number of which is calculated in accordance with the following formula: Number of Shares issued upon Conversion = Principal (+ Interest, if applicable)/Conversion Price, where Principal = The Principal amount of the Debenture, Interest = Principal x (N/365) x .04, where N = the number of days between the date hereof and the Conversion Date for the Debenture, and Conversion Price = the lesser of (x) 100% of the average Closing Bid Price, as that term is defined below, of the Shares for the fifteen (15)(this is different-usually 5 days) trading days immediately preceding the date of the sale (the "Fixed Conversion Price"), or (y) 65% (many are 80%) of the average Closing Bid Price, as that term is defined below, of the Shares for the fifteen (15) trading days immediately preceding the day prior to the Conversion Date (typically 45 days,from placement(1/12) (the "Variable Conversion Price"). The Fixed Conversion Price of the Debentures is approximately U.S. $.464. -2- <PAGE> 3 For purposes hereof, the term "Closing Bid Price" shall mean the closing bid price on the market as reported by the OTC Bulletin Board or NASDAQ's National Market System or Small Capitalization System (NASDAQ) or American Exchange Emerging Company Marketplace or if then traded on a different national securities exchange, the closing sales price on the principal national securities exchange on which it is so traded and if not available, the mean of the daily high and low sales prices on such securities exchange on which it is traded. In the event that the Market Price of the Common Stock increases by more than thirty percent (30%) above the original Fixed Conversion Price, the holders shall have the right to receive in the form of an adjustment to the original Fixed Conversion Price thirty percent (30%) of the amount in excess of thirty percent (30%), and no more of such excess. In such event, the original Fixed Conversion Price shall be adjusted to be: C ----------------------------- [0.3(C/F) + 0.7(1.3)] where: C = the average Closing Bid Price of the Common Stock at the time of conversion; and F = the original Fixed Conversion Price Each Warrant issued to GEM Management, Ltd. entitles the holder thereof to purchase one share of Common Stock at exercise price of $1.00 per share. Each Warrant issued to Ms. Joshi also entitles the holder thereof to purchase one share of Common Stock at an exercise price of $1.00 per share. the debentures: edgar.whowhere.com the warrants: edgar.whowhere.com