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Technology Stocks : Research Frontiers (REFR) -- Ignore unavailable to you. Want to Upgrade?

To: N. Dixon who wrote (906)	10/4/1998 2:04:00 PM
From: Roger A. Babb	Read Replies (1) \| Respond to of 50149

ND, the terms of the deal are posted on the S3 at www4.edgar-online.com You are wrong on the point that the company does not HAVE to issue one share under this agreement. Read: 1.2.1 The "Exercise Price" shall mean the lesser of (i) $15.00 or (ii) 92% of the average of the high and low trading prices on the Nasdaq National Market (or other exchange or market if the Shares are traded thereon) for each of the seven trading days preceding the date that a Notice of Exercise is given. The Exercise Price in effect during a Quarter specified in a Put Notice may never be lower than the Floor Price specified by the Company in such Put Notice, and the Warrantholder's obligation to exercise this Warrant shall be suspended for so long as the Exercise Price is lower than the Floor Price. Nothing contained in the preceding sentence shall prevent the Warrantholder from voluntarily electing to exercise this Warrant at a price per Share equal to or greater than the Exercise Price, provided that such price is at least as high as the Floor Price. This means that the warrantholder can always exercise at anything above 92% of the previous 7 day price average anytime they choose. This is what makes it like a floorless convertible. I would suggest that you and all other REFR investors, long or short, read the S3 carefully in its entirety and make your own judgements (or ask your lawyer) as to whether it is good or bad. No need to accept anyone's opinion, the facts are clearly stated in the S3.

To: N. Dixon who wrote (906)	10/4/1998 3:14:00 PM
From: Mama Bear	Read Replies (1) \| Respond to of 50149

"The deal REFR has is NOT like CFON get your facts straight" ND, you need to get your facts straight. CFON just recently did an almost identical deal. biz.yahoo.com I wouldn't characterize this deal as a floorless convert either. I would submit that it is the equivalent of the company buying puts on it's stock. I'd suggest that you make sure you're not misrepresenting facts before you accuse others of that behavior. You're not exactly sticking to the whole truth. You're characterizations of REFR as a 'sure thing' and a 'gravy train' lead me to believe you haven't much market experience or that you have some ulterior motive in promoting the stock. REFR looks like a good short sell to me. Barb