CUSIP NO. 45838M104 Page 8 of 16 Pages Exhibit 1 Subject: Vertical's Proposal Date: Fri, 09 Jul 1999 13:15:10-0700 From: avi suriel Organization: Suriel Financial Consulting To: Dear Bill: Following our conversation today, I'd like to summarize our...

CUSIP NO. 00000X000                                         Page 8 of 16 Pages

                                  Exhibit 1

Subject:       Vertical's Proposal
Date:          Fri, 09 Jul 1999 13:15:10-0700
From:          xxx xxxxxx
Organization:  Xxxxxx Financial Consulting
To:


Dear Xxxx:

Following our conversation today, I'd like  to summarize our suggested agreement
for your consideration:

1) The Board will be restructured to  include 3 members  nominated by  Vertical,
2 independent directors  nominated by the  Underwriter (Xxxxx), and 2 by you (we
are open to include 3 of your team).

INTENTIONALLY OMITTED




Sincerely,




Avi