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To: iceburg who wrote (17773)	8/19/1998 7:12:00 AM
From: Zeev Hed	Respond to of 29386

Iceberg, under the correct spelling you will find another 40 entries, and if you try "floorless" there are about 300 entries, most from SI, but the term is now leaking outside of SI and is becoming more accepted on other internet media as well. I can understand why the "Street" would not like to term these instruments "floorless", the intent of funds like the Shaar fund would become to clear. Even very inexperienced management will vividly see the potential results of these "serial killers debentures". Zeev

To: iceburg who wrote (17773)	8/22/1998 12:25:00 PM
From: George Dawson	Respond to of 29386

Steve, Here is the definition from an SI poster, using the correct spelling: Message 4301811 The latest SEC document at: sec.gov with the following excerpt: "The Series C Preferred Stock is convertible into Common Stock of the Company, subject to certain restrictions, at a variable conversion rate equal to the lower of (i) the Maximum Conversion Price (as defined below) or (ii) the average of the three lowest closing bid prices of the Common Stock during the applicable Pricing Period (as defined below). The Maximum Conversion Price for the first year is $11.00. After the first year, the Maximum Conversion Price is equal to the lesser of $11 per share and the average closing bid price of the five Wednesdays immediately preceding the first anniversary of the date the Series C Preferred Stock was issued. The applicable Pricing Period is a number of consecutive trading days immediately preceding the date of conversion of the Series C Preferred Stock initially equal to twelve and increased by one additional consecutive trading day for each full calendar month which has elapsed since February 19, 1998." It would appear that this definition and the above paragraph are at odds in that there does appear to be a defined floor. The only problem is that the stock price is so beaten down at this point the floor is lower and hence the potential dilution higher than we would like it to be. George D.