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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: Martin Savitska who wrote (307)	8/23/1998 9:04:00 AM
From: Zeev Hed	Read Replies (2) \| Respond to of 348

Martin, the $5 MM or so financing IS NOT a floorless, it has an ABSOLUTE floor at $.65/share (as of July or so): Here is the quote from their most recent 10Q: Under the terms of the Series A Convertible Preferred Stock and warrants, the purchaser may convert the preferred shares and warrants to common stock of the Company on and after January 12, 1999. Pursuant to the terms of the investment agreement and the Certificate of Designations filed by the Company with the Delaware Secretary of State, the conversion price for the preferred shares will be equal to the average of the daily closing price for the common stock for the 15 trading days preceding December 31, 1998, provided that (i) if the average daily closing price is less than $0.70 per share of common stock, the conversion price shall be $0.70 per share and (ii) if the average closing price is more than $1.00 per share of common stock, the conversion price shall be $1.00 per share. However, if the Company's pre-tax earnings per share for the 12-month period ending December 31, 1998 are less than a certain per-share earnings target, then, notwithstanding the preceding sentence, the conversion price shall be $0.65 per share of common stock. If the Company fails to obtain this per-share earnings target, the conversion of the convertible preferred stock, at $.65 per share, will result in the issuance of an additional 7,692,308 shares of common stock, plus 500,000 shares of common stock upon the exercise of the warrants, diluting the Company's per-share earnings thereby. The closing of the sale of the Series A Convertible Preferred Stock and warrants is anticipated to occur by the end of August, 1998. That does not mean, of course that USXX is a good or a bad investment, but at least this financing is on quite fair terms, IMHO. Mind you you will end up with a company having close to 40 MM shares and sales not even reaching 10% of that value. Zeev