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SPIN

08/04/03 12:57 PM

#3105 RE: TonyMcFadden #3098

that's right Tony...

2 different animals - i was talking about the warrants & the "any twenty (day) consecutive business day period."

the H can be converted to common only after s/h approval of the increas in shares auth. My understanding is that once it receives s/h approval, only the price trigger precludes the conversion of the preferred.

the warrants cannot be called until 10/04, but i think the price trigger can be effected sooner (by meeting the price trigger). i could *definitely* be misinterpreting it & the "commencing on" April 30, 03 (+18 months) could control the price trigger (as it clearly controls Wave's ability to call the warrants).

thanks for testing this stuff, b/c i'm not (obviously) 100% sure on the language.

SPIN