45
DECLARATION OF QUINTIN LEW EXHIBIT 14

DECLARATION OF QUINTIN LEW EXHIBIT 14. Network Details Page I of3 Lew Oed -Exhibit 15 Type in your question here: i\l'!IWS OONfACTXO search In: PROOUCTS CAfifilEns AGE,tdTS CUsTOM~.ACARE

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DECLARATION OF QUINTIN LEW

EXHIBIT 14

.Arcwave Introduces ARCXtend Wireless Plant Extension Solution for Cable MSOs Page lof3

Lew Oed - Exhibit 14

Text Size:

A A A A W"'''W+W'HWQW'ry''M' ',"Dewy",,,,,Hot News__M». __

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Arcwave Introduces ARCXtend Wireless PlantExtension Solution for Cable MSOs

Story from Arcwave via BizWireCopyright 2003 by Business Wire (via ClariNet)

,Monday, 15-Sep-2003 6:10PM PDT

CAMPBELL, Calif.--(BUSINESS WIRE)--Sept. 15,2003--

NewsDrill™Get the depth on th is

story!

ARCXtend(TM) solution enables cable MSOs to expand beyond residential

markets into $100B small and medium-sized business market

Arcwave, Inc. today announced availability of the industry's first wireless solution purpose-built to enable CableMSOs to profitably expand high speed data service beyond the limits of their cable plant and reach Small andMedium-sized Business (SMB) customers in their franchise areas. With their extensive fiber networks and advancedII' service capability, Cable MSOs are ideally positioned to target the 8 million plus domestic 5MBs and gamer asignificant share of the $1 OOB they spend annually on voice and data services. While an estimated 90% of these5MBs are within a few miles of cable operator's network, today operators are finding that many cannot be connectedbecause of cost, right of way, or timing issues. With the introduction of ARCXtend Cable MSOs can now provideservice to almost any 5MB customer without the hassle, delay, and oflaying new cable.

"Wireless access technology offers the potential for cable MSOs to significantly increase their penetration of thecommercial voice and data services market," said Lindsay Schroth, an analyst for the Yankee Group's BroadbandAccess Technologies research and consulting practice. "With the introduction of ARCXtend, Arcwave has made itpossible for Cable MSOs to deploy and manage a last mile wireless solution without a major capital or operatinginvestment. Because ARCXtend leverages existing network and support infrastructure, initial capital cost is kept lowproviding a financial model that enables cable MSOs to continue to grow their revenue base even in tight capitalmarkets."

http://quickstart.c1ari.net/qs_se/webnews/wed/as/Bca-arcwave.Ru9X_DSF.html 6/1 0/2005

·Arcwave Introduces ARCXtend Wireless Plant Extension Solution for Cable MSOs n",,,..--. ") ",,4-' '1

Lew Oecl. - Exhibit 14

"ARCXtend will enable us to satisfy the tremendous demand for high speed data serviee in our franchise area," saidTim Lenz, head of technieal operations for USA Media, a current user of the ARCXtend solution. "BeforeARCXtend we had to turn away commercial business because they were beyond the reach of our network.Arcwave's solution will helps us reach these customers without additional network build-out, and enable us toprofitably deliver broadband service to these customers."

ARCXtend transparently carries DOCSIS channels over high reliability wireless links. When an aerial or trencheddrop is not an option, a strand mounted ARCXtend AXI255 Network Hub can be deployed by cable technicians in amatter of hours to meet immediate service demand. An ARCXtend Network Huh can also be deployed on a utilitypole or other structure to provide wide area coverage to lucrative commercial districts such as office parks,campuses, or municipal complexes. In either configuration, customer access is provided by a standard cable modemconnected to an ARCXtend AX3 I 55 CPE installed at the customer site. The ARCXtend AXl255 Network Hub usescable-industry technology and communications protocols, including SNMP, enabling direct integration with existingnetwork infrastructure and network management systems. ARCXtend is also fully compatible with existing customersupport and provisioning tools.

About Arcwave

Arcwave is a leading developer and provider of affordable licensed and un-licensed band broadband wireless accesssolutions that enable widespread deployment of broadband services.

ARCell and ARCXtend are trademarks of Arcwave, Inc., and DOCSIS is a registered trademark of Cable TelevisionLaboratories, Inc. All rights reserved. All other trademarks are the property of their respective holders.

U.S. Corporate Headquarters:

Arcwave Inc.

910 Campisi Way, Suite IC

Campbell, CA 95008

www.arcwavemc.com

Tel: 408-558-2300

Fax: 408-558-2302

http://quickstart.clari.netlqs_se/webnews/wedlas/Bca-arcwave.Ru9X_DSF.html 6/10/2005

· Arcwave Introduces ARCXtend Wireless Plant Extension Solution for Cable MSOs Page 3 aLl

Lew Oecl. - Exhibit 14_,M" W__' ,_ __ __

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http://quickstart.clari.net/qs__se/webnews/wed/as/Bea-arcwave.Ru9X_DSF.html 6/10/2005

Arcwave - The Standard in Wireless Page 10f2

Lew Dec!. - Exhibit 14

). Press Releases

j> Events

> Media Contacts

;.. Media Kit

Arcwave Introduces ARCXtend™ Wireless Plant Extension Solution for Cal

ARCXtend solution enables cable MSOs to residential mari$100B smail and medium-sized business market

CAMPBELL, Calif.! September 15[ 2003 - Arcwave, Inc. today announced avaHabindustry's first wireless solution purpose-built to enable Cable MSOs to profitably exp.speed data service beyond the limits of their cable plant and reach Small and MediumBusiness (SMB) customers in their franchise areas. With their extensive fiber networkadvanced IP service capability, Cable MSOs are ideally positioned to target the 8 millidomestic 5MBs and garner a significant share of the $1008 they spend annually on VI

data services. While an estimated 90% of these 5MBs are within a few miles of cablenetwork, today operators are finding that many cannot be connected because of costway, or timing issues. With the introduction of ARCXtend Cable MSOs can now providalmost any 5MB customer without the hassle, delaYI and of laying new cable.

"Wireless access technology offers the potential for cable MSOs to significantly incre,penetration of the commercial voice and data services market/f said Lindsay Schroth,for the Yankee Group's Broadband Access Technologies research and consulting practthe introduction of ARCXtend, Arcwave has made it possible for Cable MSOs to deplo!manage a last mile wireless solution without a major capital or operating investment.ARCXtend leverages existing network and support infrastructure, initial capital cost isprOViding a financial model that enables cable MSOs to continue to grow their revenuin tight capital markets,""ARCXtend will enable us to satisfy the tremendous demand for high speed data servfranchise area," said Tim Lenz, head of technical operations for USA Media, a currentARCXtend solution. "Before ARCXtend we had to turn away commercial business beGwere beyond the reach of our network. Arcwave's solution will helps us reach these cwithout additional network bUild~out, and enable us to profitably deliver broadband Sl

these customers."

ARCXtend transparently carries DOCSIS channels over high reliability wireless links.aerial or trenched drop is not an option, a strand mounted ARCXtend AX1255 Networbe deployed by cable technicians in a matter of hours to meet immediate service demARCXtend Network Hub can also be deployed on a utility pole or other structure to prarea coverage to lucrative commercial districts such as office parks, campuses, or mLcomplexes. In either configuration, customer access is prOVided by a standard cable rconnected to an ARCXtend AX3155 CPE installed at the customer site. The ARCXtencNetwork Hub uses cable-industry technology and communications protocols, jncludjn~

enabling direct integration with existing network infrastructure and network managersystems, ARCXtend is also fully compatible with existing customer support and provi5:

http://\oVww.arcells.com/news_9_15_03.htm 6/11/2005

Arcwave - The Standard in Wireless

About Arcwave

Page 2 of2

Lew Dec!. - Exhibit 14

Arcwave is the leading developer and provider of wireless plant extension solutions for tlindustry. Arcwave's products enable domestic and international multiple system operateleverage the latest wireless technologies to extend the reach of their existing services arservice offerings within their current plant and operating infrastructure. The company hitechnology and experience in the wireless industry combined with a unique understandirbusiness model. Arcwave's solutions are designed for "plug and play" deployment and IEexisting and future technologies, such as Wireless DOCSIS (Data Over Cable Service lntlSpecification), 802.11, 802.16d, and 802.16e. Arcwave customers consist of leading M5one of the top five national cable operators in the U.S. The company is funded by MayfhAssociates, Lucent Venture Partners and SBV Venture Partners.

ARCell and ARCXtend are trademarks of Arcwave, Inc., and DOCSIS is a registered tradECable Television Laboratories, Inc. All rights reserved. All other trademarks are the prorespective holders.

U.S. CorporateHeadquarters:

Arcwave Inc.910 Campisi Way, Suite lCCampbell, Ca 95008WWW.orcwave.nc.com

Tel: 408-558-2300Fax: 408-558-2302

Copyright C¢) 2004 Are-Nave, Inc Ali rights reserved,

htlp:llwww.arcells.comlnews_9_15_03.htm

Arcwave Contacts:

David Fonkalsrud

KIF Communications, Inc.(415) 255-6506

[email protected]

Julie KarbaKIF Communications, Inc. (415) 255­6505

6/1112005

DECLARATION OF QUINTIN LEW

EXHIBIT 15

XO. Network Details Page I of3

Lew Oed - Exhibit 15

Type in your question here:

OONfACTXOi\l'!IWS

search In:

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XO® Network

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About XO

Home

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Network Maps

Network Diagnostic Tools

Network Details

Network Dela lis

Core OG-192 IP Backbone

Sales

Call toll-free 1.866,963.9696

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The core of the XO backbone network is a mesh of OC-192 circuits, connecting XO Peering POPs and XO DataCenters. The XO OC-192 lP backbone runs completely across its own Inter-city facilities. Using a mesh of physicallydiverse OC-192 circuits, this backbone interconnects our five data centers with multiple high-capacity peeringinterconnections. Additionally, XO offers Dedicated Internet Access (DIA), DSL and Dial customers enhanced Internetconnectivity by connecting each DIA market to the OC-192 backbone with dual OC+12c SONET-protected circuits~ Thisnetwork design delivers maximum end-to-end throughput as well as high levels of protection and redundancy.

Support

Call toll-free 1.881.L575.6398

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Our OC+192 backbone utilizes an advanced IP design, ensuring scalabllity as well as the ability to offer advanced futureIP services plus the added benefit of no single IP point of failure past the customers' access port

What's Hot

And since the XO OC-192 backbone and market connections run end-to-end across XO facilities, XO can quickly resolveany problems that may occur without any delays; this eliminates many of the common failure points found in oldernetwork designs.

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ECQ.\lirte.cPeering Infrastructure

As one of the few fully peered, facilities-based Tier 1 network backbone providers in the U.S., XO has substantial privatepeering arrangements in many metropolitan areas at speeds of up to OC-12. As a Tier 1 Internet provider, XO isconstantly improving its peering infrastructure to benefit our customers. Those advantages include

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• Multiple and geographically redundant dedicated connections to other Tier 1 Internet backbones. Dedicatedand private connections mean traffic crosses the XO backbone and the peering partner's backbone only.Customers benefit because data packets to and from the peering netvvorks reach their end destination quicklyand with lower risk of loss.

• XO peering relationships are monitored and maintained 24x7.

• Quality control of the XO network because we don't have to rely on other networks for Internet connectivity.

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Connectivity from Internet Access POPs to the backbone

XO currently offers P.E,!.Q.!9,?.t?silD!gmGJ8.1,::.<::!""q,:;;, connections via 36 Metro POPs in 31 markets and P.$_L. connections in 45markets. All DIA markets are connected to the closest OC-192 IP Core Node; dual uplinks are provided from each Metromarket into the closest Inter-city core node at speeds from OC-3c (155 Mbps) to OC-48c (2.4 Gbps)

http://www.xo.eom/about/network/details.html 6/9/2005

XC), Network Details

Network Diagnostic Tools

Examine connectivity, path, and route information in XO Data Network, Use H9Il'YQXh.Pi_9glJ.Q_~ti~_IQQJ.:i!.

View XO IP Assets Map

• Normal View - 800 x 600 (100 KB)

• Large View - _~,_f3,Q.9.~,_~_,~Q,Q (215 KB)

Metro Fiber Connectivity

Metro Area Networks (MANs) allow XO to control customer traffic and ensure an efficient data transfer to the Inter-citynetwork. metro-area networks are composed of enough metro fiber-optic cable to circle the globe more than 45 times-­1.16 million metro fiber miles throughout 40 major US cities, including the largest 30 cities in the United States.

Unlike non-facilities based providers or long-haul providers, XC, with its MANs, has access to the end customer. TheMANs enable XO to offer such dynamic products as .t::J,tl©fJJGJ and SONET services that earlY data faster and moreefficiently than our competition. that carry data faster and more efficiently than our competition

Wireless Spectrum

XO owns the largest footprint of U.S. fixed wireless spectrum, which covers 95% of the population in the top 30 U.S.cities, The frequency of the spectrum is 27 GHz.-32 GHz and allows XO to offer broadband access services using Locat­to-MUltipoint Distribution System (LMDS) technology. This enables XO to bypass the Regional Bel! OperatingCompanies (RBOCs) and provide direct access to our end customers.

View XO Market and Fixed Wireless Spectrum Map

• Normal View - ~QQ~.§_Q.Q (100 KB)

• Large View -.1.~.Q9?':T?_Q.Q. (215 KB)

The Intercity Fiber Network

http://www.xo.com/about/network/details.html

Page 2 of3

Lew Oecl. - Exhibit 15

6/9/2005

XO. Network Details

XO has deployed an OC·192 (10 Gbps) network using Dense Wavelength Division MUltiplexing (DWDM) routingtechnology. This Inter-city network spans 16,000 route miles across the continental United States. The extensive reachof the XO fiber network affords XO the unprecedented ability to manage customer data from the point of access to thepoint of termination. Owning such a vast network facility gives XO the power to

• scale immediately to meet customer demand

• qUickly respond to network issues and

• control prices charged to customers.

See Also:

• 1':!_@Jl«.g.r.!\.Q.l?9.Q9.§~J!2,IQ9!§Examine connectivity. path, and route information in XO Data Network

• ~Q_E§gls;_bg~§'!

• X.Q..,Er.Q9.h!Q!..P9J!f91io

(92000.05 XC, All rights reservedXC, the XO design logo, Concentric, Allegiance, JustComand all related marks are trademarks of XO Communications, Inc

http://www.xo.com/about/network/details.html

Page 3 00

lew Oed - Exhibit 15

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6/9/2005

FElfm 10-K

10-K 1 dl0k.htm FORM 10-K

Page 1 of 149

Lew Dec!. - Exhibit 15

o

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ~

Commission file number 1-04721

SPRINT CORPORATION(Exact name of registrant as specified in its charter)

KANSAS(State or other jurisdiction ofincorporation or organization)

48-0457967(IRS Employer

Identification No.)

P.O. Box 7997, 66207-0997Shawnee Mission, Kansas (Zip Code)

(Address of principal executive offices)Registrant's telephone number, including area code (913) 624 w 3000

Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registered

FON Common Stock, Series 1, $2.00par value, and FON Group Rights New York Stock Exchange

PCS Common Stock, Series 1, $1.00par value, and PCS Group Rights New York Stock Exchange

Guarantees of Sprint Capital Corporation6.875% Notes due 2028 New York Stock Exchange

Corporate Units New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file these reports), and (2) has been subject to these filing requirements for the past 90days. Yes~X~ No _

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 0

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct) Yes~X~ No _

Aggregate market value of voting and non-voting common equity held by non-affiliates at June 30, 2003, was$18,863,514,730.

COMMON SHARES OUTSTANDING AT FEBRUARY 27, 2004:

FON COMMON STOCK 906,584,815PCS COMMON STOCK

Series 1 851,849,701Series 2 184,745,330

Documents incorporated by reference.

Registrant's definitive proxy statement filed under Regulation 14A promulgated by the Securities and Exchange

http://www.sec.gov/Archives/edgar/datall01830/000119312504037142/dl0k.htm 6/10/2005

Form 10-K Lew Oed. - Exhibit 15 Page 2 of 149

Commission under the Securities Exchange Act of 1934, which definitive proxy statement is to be filed within 120days after the end of Registrant's fiscal year ended December 31, 2003, is incorporated by reference in Part IIIhereof.

http://www.sec.gov/Archives/edgar/datalI01830/000119312504037142/dlOk.htm 6/10/2005

Fonn 10-K

SECURITIES AND EXCHANGE COMMISSIONANNUAL REPORT ON FORM 10-K

Part I

Item 1. Business

Page 3 of 149

Lew Oed - Exhibit 15

Sprint Corporation

The Corporation

Sprint Corporation, incorporated in 1938 under the laws of Kansas, is mainly a holding company, with itsoperations primarily conducted in its subsidiaries. Unless the context otherwise requires, references to "Sprint,""we," "us," and "our" mean Sprint Corporation and its subsidiaries.

Sprint is a global communications company and a leader in integrating iong-distance, local service, and wirelesscommunications. Sprint is also one of the largest carriers of Internet traffic using its tier one Internet Protocolnetwork, which provides connectivity to any point on the Internet either through its own network or via directconnections with other backbone providers. Sprint is the nation's third-largest provider of long distance servicesbased on revenues, and operates nationwide, all-digital long distance and tier one Internet Protocol networksusing fiber-optic and electronic technology. Sprint currently serves approximately 7.9 million access lines in itsfranchise territories in 18 states, and we provide local service using our facilities, leased facilities or unbundlednetwork elements provided by other carriers in 36 states and the District of Columbia. Sprint is selling into thecable telephony market through arrangements with cable companies that resell Sprint long distance service anduse Sprint back office systems and network assets in support of their local telephone service provided over cablefacilities. Sprint also operates a 100% digital personal communications service, or PCS, wireless network withlicenses to provide service to the entire United States population, including Puerto Rico and the U.S. VirginIslands, using a single frequency band and a single technology. The PCS Group, together with third partyaffiliates, operates PCS systems in over 300 metropolitan markets, including the 100 largest U.S. metropolitanareas. The PCS Group's service, including third party affiliates, reaches a quarter billion people. The PCS Group,combined with our wholesale and affiliate partners, served more than 20 million customers at the end of 2003.

Sprint operates in an industry that has been and continues to be SUbject to consolidation and dynamic change.Therefore, Sprint routinely reassesses its business strategies. In light of events and specific changes intelecommunications, including bankruptcies, over-capacity and the current economic environment, Sprintcontinues to assess the implications on its operations. Any such assessment may impact the valuation of its long­lived assets. As part of its overall business strategy, Sprint regularly evaluates opportunities to expand andcompiement its operations and may at any time be discussing or negotiating a transaction that, if consummated,could have a material effect on its business, financial condition, liquidity or results of operations.

In the 2002 third quarter, Sprint reached a definitive agreement to sell its directory publishing business toR.H. Donnelley for $2.23 billion in cash. The sale closed on January 3, 2003.

In November 1998, Sprint's shareholders approved the allocation of all of Sprint's assets and liabilities into twogroups, the FON Group and the PCS Group, as well as the creation of the FON stock and the PCS stock. FONcommon stock and PCS common stock are intended to reflect the financial results and economic value of theFON and PCS Groups. However, they are classes of common stock of Sprint, not of the group they are intendedto track.

The FON Group is comprised of the global markets division, the local division and other businesses consistingprimarily of wholesale distribution of telecommunications products. The PCS Group includes Sprint's wireiessPCS operations.

On February 28, 2004, Sprint's board of directors decided to recombine the tracking stocks and return to a singlecommon stock. As a result, each share of the PCS common stock will convert automatically into 0.50 shares ofFON common stock on April 23, 2004. The FON stock will represent the only outstanding common stock of Sprint.After the recombination, Sprint will continue to present consolidated financial information, but will not includegroup level information. The recombination will not impact Sprint's current presentation of all required segmentinformation.

http://www.sec.gov/Archives/edgar/datal101830/000119312504037142/d10k.htm 6110/2005

Phone+ Hot News - XO Tests Fixed Wireless Broadband Access

Search PHONE+I

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Page 1 of3

Lew Ded - Exhibit 15

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XO Tests Fixed Wireless Broadband AccessPosted on: 01119/2004

~Ptd~n

XO COmmunications, Inc. one of the nation's leading providers of broadband telecommunications services,today announces successful trials of its fixed wireless broadband access to dozens of customers in San Diegoand Irvine, Calif. The company says the trials mean it could significantly reduce "last mile" costs for itsbusiness customers and propel XO into the last mile market for carrier customers.

XO used USing local multipoint distribution system (LMDS) technology to testt fixed wireless access withburstable bandwidth capabilities from 1 Mbps up to 20~plus Mbps. The company says XO Fixed Wireless AccessproVides businesses and carriers with a cost-effective, high-speed access solution to deliver all types of dataand voice services including Internet connectivity 1 Ethernet, and VoIP services.

"These trials could be a very meaningful breakthrough for XO, in that XO can reduce "last mile" costs, XO canbecome even more price competitive than it is today for business customers. Additionally, this will allow XO tocompete in the multi-billion dollar "last mile market" for carrier customers that now use the local RBOC," saysCarl Grivner, CEO of XO Communications. Grivner adds there will be more trials before a national rollout canbe undertaken.

This fixed wireless technology works by connecting the end user through fixed wireless access to PoPs on theXO metro fiber network, thus eliminating the need for the RBOCs' last mile infrastructure. With direct access tobusinesses and carriers, the widespread deployment of this wireless technology can significantly reduce themulti-millions of dollars in access charge payments that XO makes each year to the RBOCs. This thirdgeneration fixed wireless broadband access, in conjunction with XO's long haul, IP and metro fiber network,

06/08/2005

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.Phone+ Hot News - XO Tests Fixed Wireless Broadband Access Page 2 of3

Lew Decl. - Exhibit 15

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also allows xo to offer a wide range of metro, national and global connectivity solutions.

The company claims its fixed wireless access has significant advantages over incumbents' wireline basedaccess solutions including faster provisioning of Internet and Ethernet services and offers as much as threetimes more bandwidth for the cost of a traditional dedicated Tl circuit.

XO is the licensee of the largest U.s footprint of fixed wireless spectrum, covering 95 percent of the populationin the top 30 U.S. cities.

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.Phone+ Hot News - XO Tests Fixed Wireless Broadband Aecess

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Page 3 of 3

Lew Dec!. - Exhibit 15

6/9/2005

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Trango Broadband Wireless

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Wireless and Hotspot EquipmentDeliberant Wireless provides Hi-Power Indoor and OutdoorWireless Radios, Antennas, andAccessories as well as HotspotGateways.

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Xtratyme Nederlands

A global directory of wireless Internet ServiceProviders and WISP industry- related websilesprOVided by WISP Centric.

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. Global Listing of Wireless lSI's & Related Organizations - WISP Directory - Home Page 2 of4

lew Decl - Exhibit 15

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l_hjN§ilMW'1WISP Centric Newsfe-e-dDaily wireless ISP industry news &information• Comprehensive- North AmericanAirport WI·Pi Guide• WiMax Faces Scattered SpectrumChallenges• BellSouth&apos;s Not-New, Not·WiMax Trial Is Also Not-Naked D$l• US WiMax looks to 2006• FCC Chairman will stop at nothingto &apos;level the playing field&apos;• More on Motorola&apos;s BPL• New spectrum on its way?• Third UW8 protocol "can co-exist"• VOIP Tops Data for Metro WIFi• BelAir Unwlres Galt

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Page 3 of 4

Lew Dec!. - Exhibit 15

6/9/2005

, Global Listing of Wireless ISPs & Related Organizations - WISP Directory - Home

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Page 4 01'4

lew Deci. - Exhibit 15

6/9/2005

DECLARATION OF QUINTIN LEW

EXHIBIT 16

Lew Oed - Exhibit 16

lMDS Band Allocation(Local Multipoint Distribution Service)

Two LMDS Licenses per BTA

Block A . 1150 MHz:1 I Block B - 150 MHz: _

27,500-28,350 MHz 31,000-31,075 MHz29,100-29,250 MHz 31,225-31,300 MHz31,075-31,225 MHz

Legendn*lI a Primary ServiceFSS • Fixed Satellite ServiceGSa· Geostationary OrbitNON·LTIS· Non·Local Television TransmissionServiceMSS • Mobile Satellite ServiceNGSO • Non.Geostationary Orbit

I31.00 \/ 31.30

LMDS&NON·LTTS'

(75 MHz each)Co-primary with incumbent

point-to-point licensees

30.00 31.075 31.225I

29.10 29.25 29.50I I

28.60I

28.35I

27.50

Lew Oed - Exhibit 16

14864210862 4

Frequency Band limits (MHz)38,600 38,800 39,000 39,200 39,400 39,600 39,800 40,000

38'rO '38'j00 39'rO 39'rOO 39'rO

39',00 39'rO

Channel Numbers(Each A block is paired with a B block)

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JUNE 2004

u.s. Wireline/Wireless ServicesWireless Broadband: The Impact of 802 TechnologyA Joint Study by Bear Stearns and TMNG

• THIS REPORT ANALYZES WIRELESS BROADBAND'S POTENTIAL IMPACT ON THETELECOM INDUSTRY. In ajoint study, The Management Network Group (TMNG)and Bear Stearns interviewed representatives of more than 25 organizations thatare actively engaged in the wireless broadband market, including radio, chipset,and device manufacturers, established and upstart service providers, and financialinstitutions with investments in wireless broadband. We addressed thedevelopment of next-generation wireless broadband technologies, includingWiMAX (802.16) and Mobile-FI (802.20), and their potential impact on wirelineand wireless carriers. We believe this report provides a comprehensive overviewof fixed, portable, and mobile services using these technologies.

• KEy CONCLUSIONS. The study has led us to four conclusions: I) fixed wirelessbroadband service should not dislodge or disrupt existing broadband service inurban and suburban areas, but could be attractive in less competitive areas, e.g.,rural geographies; 2) portable service will likely be dominated by WiFi due to itsearly lead, low cost, and value proposition for users; 3) mobile service presents thegreatest opportunity for WiMAX and Mobile-FI and could replace traditionalbroadband, but this application will take longer to develop and will likely requirelicensed spectrum, potentially limiting how carriers deploy the service; and 4)backhaul and campus opportunities exist, but simply represent a new product suiteto complement existing wire line and wireless solutions.

• IMPACT TO SERVICE PROVIDERS. We believe that potential winners include ruralcompanies looking to expand their broadband reach, IXCs seeking to reduce theirdependence on incumbent networks, and wireless companies with licensedspectrum who can complement their current 2.5/3G buildouts. Near term, we donot expect these technologies to be disruptive to existing telecom providers, but wethink they offer enough potential to warrant careful monitoring.

Mike McConnack, CFA(212) [email protected]

Phil Cusick(212) [email protected] ~Trnn6*

*TMNG is not affiliated with Bear Stearns and is not a registered investment advisor.

Bear Stearns does and seeks to do business with companies covered in its research reports. As a result, investorsshouid be aware that the Firm may have a conflict of interest that could affect the objectivity of this report.Investors should consider this report as only a single factor in making their investment decision.Please read the important disclosure and analyst certification information in the Addendum section of this report.

,Lew Dec!. - Exhibit 16

Installation of service for customers requires careful engineering. This processis highly manual and expensive, comparing unfavorably to the automated self­install procedures being enacted by most cable and DSL providers.

Inter-carrier agreements between WISPs allow for actionable spectrumsharing, but only in cases where operators are willing or able to work in goodfaith. Large-scale deployment would complicate these arrangementsexponentially.

• Scarce resources such as free spectrum will necessarily disappear as profitopportunities materialize. This is the so-called "tragedy of the commons," whichhas led regulators worldwide to issue spectrum licenses for wide-areaapplications.

Turning our attention, therefore, toward licensed spectrum, the MMDS bands seemthe most likely candidates in the United States. Cellular and PCS spectrum is alreadyin short supply, at least in major markets, and the likelihood of a mobile carrierdedicating this spectrum to a fixed application seems low. Sprint and Nextel are themajor owners of U.S. MMDS spectrum today.

Exhibit 22. U.S. Spectrum Allocations (800MHz to 6GHz)

Source: FCC; TMNG,

26 MHz 20 MHz 30 MHz0.902-0,928 GHz 1.91·1.93 GHz 2.37-2.4 GHz

200 MHz 125 MHz5.15-5.35 GHz 5.725-5.85 GHz

BandTotal Allocation

Frequency Range

Key:MMDS

200 MHzpcs

20MHzpcs

140 MHzCellular96 MHz

What About Additional Spectrum Allocation?

While this alternative has received some attention recently and is being activelypursued by Intel and others, it is a distant solution, given the strength of variouslobbying groups who would oppose such measures. The lobbying against additionalunlicensed spectrum would most likely be led by broadcasters (who are likely to bedisplaced or dispossessed of existing spectrum), wireless carriers (who paid for theirspectrum), and wireline players (who stand to lose from market entry by any newplayers). This, combined with the inherent slowness of the regulatory process, makesnew spectrum allocations, licensed or unlicensed, unlikely over the short to mid-term.

Outside the U.S., spectrum availability must be assessed on a regional or nationalbasis. It is very difficult to generalize, owing to differences in the frequency range,number of licenses, block size, and timing of spectrum allocations from individualregulators. The nature of license holders also varies significantly, with incumbentcellular or fixed line operators often facing restrictions. Nonetheless, efforts towardglobal harmonization of wireless broadband spectrum allocations are under way. Our

Page 34 U.S. WiRElINEIWIRELESS SERVICES

DECLARATION OF QUINTIN LEW

EXHIBIT 17

TowerStream Broadband Wireless ISP for Tllnternet Access Service in New York, Chicago, Los Angeles· WiMAX Forum ... Page lof2

Lew Dec! - Exhibit 17

info@towerstream,com

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sign up!contact uswewho we are

Headlines

New York TimesFRONT PAGE STORY:Internet Access, DeliveredFrom Above

Press ReleaseTowerStream Ilghts its 5thmajor market on top ofAON Center in Los Angeles

Intelj WiMAX CaseStudyTowerStream's role in thedevelopment and adoptionof WiMAX was recentlyfeatured in a videopublished by Intel

Wall Street JournalFRONT PAGE STORY:Phone Industry FacesUpheaval As Ways ofCalling Change Fast­TowerStream says half theprice for wirelessbroadband

More news»

TOWERsTREAM: FCC RULING TO STRENGTHEN DEMAND FOR WIRELESS BROADBANDALTERNATIVES

Middletown, R.I.-~-December 17, 2004---0n Wednesday, December 15, the Federal CommunicationsCommission (FCC) ruled that Incumbent Local Exchange Carriers (ILEes) such as Verizon and S8C are no longerrequired to subsidize their competition, the Competitive Local Exchange carriers (CLEes) in high-densitymetropolitan areas. It is widely recognized that the FCC fullng will empower ILECs to raise prices on T-l and OS3loops in dense urban environments.

The only way to avoid the impending rise in prices is to bypass the ILEe's wires altogether. TowerStream, whichprovides business-class wireless Internet access to over 700 businesses in five major metropolitan areas, andother broadband fixed wireless providers, currently represent the only alternative for businesses to completelysever ties with the phone company for their telecommunications needs, keeping prices low. Over the past 4 years,businesses have been replacing their T-l and 053 Internet access with TowerStream's guaranteed wirelessservice.

''The FCC ruling casts uncertainty over the CLEC industry for months and perhaps years to come," said JeffThompson, President and COO of TowerStream. "Subsidies have been steadily declining, and have now reachedthe point where ILEes will have no constraints to raise their T-l prices in dense urban areas. TowerStream's urbanbusiness model has successfully demonstrated that it is possible to provide facilities-based competition withoutreliance on the incumbent's facilities. Most businesses don't realize that there is a cheaper, faster, more reliablealternative to their phone company's service that is available right now."

Towerstream provides Tl up to 100 Mbps connections to businesses in New York, Chicago, Los Angeles, Bostonand Newport/Providence. TowerStream fully supports VoIP, allowing customers to bypass the phone companiesfor both their Internet and phone solutions.

About TowerStream

SUPE

~

TowerStream is a leading fixed wireless broadband provider in the U.s. Founded in 2000, the company servesmajor U.s. markets induding New York City, Los Angeles, Chicago, the greater Boston, Providence and Newport,R.L areas, and is aggressively expanding coverage throughout the country. The company is the first carrierselected to join the WiMAX Forum to assist leading vendors such as Intel, Alvarion, Fujitsu, Aperto Networks andProxim in establishing industry compliance with international broadband wireless access standards and cross~

vendor interoperability. For more information on TowerStream, please visit their website at:t)ttD-;jlwww..tQ.ws;r$tr.~.p.1D..mmj.

###

(j It_RE:;t!JIn_.tQ_Pr.~_ss_J:;Jmt.Qr

http://www.towerstream.com/content.asp?pc:31 6/9/2005

T.owerStream Broadband Wireless ISP for TI Internet Access Service in New York, Chicago, Los Angeles - WiMAX Forum ". Page 2 01'2

Lew Dec!. - Exhibit 17

II @2000·2004TowerStreamCorp. II All Rights Reserved II W"'_R.D.1.0.?.ter II

http://www.towerstream.com/content.asp?pc:3l6/912005

TowerStream : Enterprise: Leading Wireless T1 Internet Service. Our T1 performance, Tl quality and TI prices are unmatche... Page 1 of2

Lew Dec\. - Exhibit 17

towerst'I"Wf:l~;;1Uwe are we contact us sign up!

1

[email protected]

Headlines

New York TimesFRONT PAGE STORY:Internet Access, DeliveredFrom Above

Press ReleaseTowerStream lights lts 5thmajor market on top ofAON Center in Los Angeles

Intel! WiMAX CaseStudyTower$tream's role in thedevelopment and adoptionof WiMAX was recentlyfeatured in a videopublished by Intel

Wall Street JournalFRONT PAGE STORY;Phone Industry FacesUpheaval As Ways ofCalling Change Fast­TowerStream says half theprice for wirelessbroadband

More news»

For a large enterprise, TowerStream has the answer. We offer industry-shattering prices on links from 100 to 1000Mbps. We guarantee this with an industry-leading Service Level Agreement (SLA) that guarantees uptime, latencyand throughput.

Fortune 500 Companies, Cities, Hospitals and Universities are using TowerStream's Super high-speed InternetConnections. They like the reliability, price and quick installation.

• Reliability-We use proven microwave technology that has been deployed by telephone companies fordecades. It works and we guarantee it with an industry leading Service Level Agreement (SLA).

• Reliability-We connect your Company to our Wireless Ring in the Sky. It has no single point of failure, Inaddition, the ring is fed by multiple Tier 1 Internet Providers located at opposite ends of your city andconnected to our national ring fed by multiple Tier 1 carriers.

• Reliability-Gnly TowerStream provides True Separate Egress for true redundancy. All your wires are deadby one backhoe swipe or switch failure. TowerStream comes to you from a Ring in the Sky. It is backhoeproof, weather~proofand outage-proof.

• Price-DS3 and 13 are arbitrary Telco denominations representing through-put of 45 Mbps (Million bitsper second), TowerStream offers 100 Mbps for $5000 per month, including Internet Access-with noother charges like a local loop charge. 1000 Mbps prices are avallable.

• Price-eheck around and you will see that we offer the throughput of more than 2 DS3s for less than theprice of 1 DS3, We do not pass along a local loop charge to you, because we do not have to buy one fromthe phone company.

• Quick Installation-TowerStream is already located at the highest points above your city, and can connectto your business location up to 30 miles away. We can generally build this type of link in two weeks.

• VOIP will work on a large scale Over this type of connection and save your company thousands permonth. VOIP can offer a total phone company bypass or the only real phone company back-up. Ask ourrepresentatives about companies we recommend on this scale.

TowerStream is in its 5th year. Our sole focus is prOViding large Wireless connections. We have won major clientsand awards and have emerged as a profitable company that focuses on customer satisfaction. We do notcomplicate our business, diluting our energy and expertise with numerous product lines. We are experts ininstalling and servicing BusineSS-Quality Wireless Broadband. Please search around our site and feel free to(Q!JtgQ;JJ.S. Or simply call with any questions: (866) 848-5848.

http://www.towerstream.com/content.asp?enterprise 6/912005

:fowerStream : Enterprise: Leading Wireless 'fl Internet Service, Our Tl performance, TI quality and Tl prices arc unmatche"" Page 2 of2

lew Dec/, - Exhibit 17

II © 2000~2004 TowerStream Corp. II All Rights Reserved II WQPID9,$t?T II

http://www.towerstream.com/content.asp?enterprise 6/9/2005

TA.irTap Technology: The MetroTap 802.16a WiMAX System

Providing WiMAX Fixed-Wireless Internet Access & IP Network Design

Page 1 of2

Lew Oecl. - Exhibit 17

Technology

The MetroTap 802.16a WiMAX SystemMetroTap is a revolution in fixed wireless 802.16a WiMAX connectivity. Never before has awireless system had so much customer reach. network capacity and failsafe redundancy.Tapping into the COfe of a city's fiber+optic network, MetroTap uses diverse multi-carrier fiber­optic routes located within a fully redundant facility, forming the root of its network access.From there, MetroTap utilizes redundant FCC licensed OC·12 backhaul radios to create itsown "wireless fiber ring" in the sky, extending the power of its root network connectivity tostrategic distribution points located on high-rise rooftops throughout a city'S greater urbanareas. Using industry breakthrough, next-generation point-to-multipoint radios deployed onthese rooftops, MetroTap will provide unprecedented Non-Une-of-Site broadband Internetaccess to over 90% of the city's establishments. With redundant service agreements enabling99.999% network availability and broadband burst speeds up to 144 Mbps per redundantclien\. MetroTap will bring the power of fiber-optic connectivity to customers without thephysical and financial burdens related to fiber. Through its cost efficient network design andthe power of extensive coverage area per distribution point, AirTap will be able to offer itscustomers a 30 to 60 percent savings over its competitors, attracting current fiber customersas well as those establishments unable to justify the steep costs of fiber connectivity.Additionally, MetroTap can be utilized worldwide, from increasing the integrity of nationalsecurity to quickly deploying a solid wireless IP infrastructure in the rebuilding of Iraq.

Previous Wireless FailuresPrevious attempts to complete the metropolitan end-mile wirelessly have had limited success.Ventures such as Teligent, WinStar and Advanced Radio Telecom raised funds and partiallyconstructed metropolitan area networks with lMDS licensed equipment but found theirterminal downfall directly related to the frequencies in which they operated. The lMDSfrequency spectrum was auctioned off in the mid-to~late 1990's by the FCC for millions ofdollars per city coverage area. These expensive licenses provide some protection for serviceproviders. However, they are located so high up the frequency chart that point-to-multipointservice coverage is extremely limited in range. The only solution to overcoming such limitedcoverage areas was to mass deploy metropolitan areas with dozens of cost prohibitivenetwork distribution points. The costs of the carrier-class wireless equipment and FCClicenses elevated initial cash outlay and recurring operating expenses to the point wherethese wireless providers could not effectively compete with traditional wired carriers.

Current Wireless SuccessesThe majority of current successful wireless ventures are serving the Internet bandwidth needsof residential and smallAo-medium sized businesses located in tier two and three markets.These WISPs (Wireless Internet Service Providers) tend to be smaller start-up operations anddeliver wireless Internet access using the unlicensed ISM (Industrial, Science, Medical) 2.4

http://www.airtapwireless.com/technology.html

Redundant· Scalable· Avail.bl" • Affordabl"

"Considering how to implement last­mile wireless networks... After the Sept.11 tragedy lMTWG needed to establishan alternative network. 'In many casescompanies thought they had networkdiversity, but they had carrier diversity.They were all using the same network.'"December 16,2002 - John Gilbert,CFO of the Rudin Organization;Chairman Lower ManhattanTelecommunications Working Group(LMTWG)

AirTap Communicationssupporls the

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6/9/2005

• h.irTap Teehnology: The MetroTap 802.16a WiMAX System

GHz frequencies. For the past four years, equipment costs for these operators havecontinuously dropped, multiplying profit margins in the residential and small enterprisemarkets. This recipe for success using inexpensive gear to provide cheap Internet access innon-competitive environments has had a somewhat deterrent effect on current WISP's fromventuring into the larger enterprise market space. This is why AilTap has developed its802.16a WiMAX metropolitan area network system, MelroTap.

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lew Dec/. - Exhibit 17

Copyright © 2005 ~_mmuniC<;l.ti.Qn§.llk. All rights reservedChicago Wireless Broadband ]ntfmwl (\t{tMAX) Provider

http://www.airtapwireless.com/technology.html 6/9/2005

lSI' Planet - Fixed Wireless - Business· TowerStream: Getting It Right The Second Time Page I of 4

Lew Dec!. - Exhibit 17

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Fixed Wireless Business

TowerStream: Getting It Right The SecondTime

ISP News-Microsoft Laun-"h~Tabbed Browsing Tool-MeeVee: Putting The Pin TV•Yell.pwPages.com.1Q.List on AOk

More>

We take a closer look at TowerStream, the fixed-wirelessservice provider building a pre-WiMax cloud over majormetropolitan areas to growing success.

Now TowerStream Corp., the first service provider member of theWiMAX Forum, which recently al1J]ounced its planned entry into theLos Angeles market, appears to be following in their footsteps~albeit

with a few telling differences.

A few years ago, fixed wireless access providers like WinStar andTeligent famously flopped after invcsting millions in Local MultipointDistribution Services (LMDS) in major population centers so theycould offer high-speed network connectivity mainly to small andmedium-size enterprises.

I e....illlli$._--' .,. C<lIleogiu.

by Gerry BlackwellofWi-Fi PlanetIOctober 26. 20041

Sections

- Best of the Lists• Business• CLEC-Planet• Equipment• Executive

Perspectives• Fixed Wireless- Investor- Marketing

http://www.isp·planet.com/fixed_wireless/business/2004/towerstream_grows.html 6/9/2005

ISP Planet - Fixed Wireless - Business - TowerStream: Getting It Right The Second Time Page 2 of 4

Lew Dec!. - Exhibit 17• Market Research• News• Notable Quotes• Politics• Profiles• Resources• Technology• Value-AddedServices

• WebhostingAlso ...• About Us• Authors• ISP-Lists• Letters• Site Map

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For one thing, TowerStream is using much lower-cost and morereadily available pre-standard 802.16 infrastructure equipment fromAperto Networks and Alvarion, which operates in the license-exempt5GHz band. One of the reasons LMDS providers failed is that theyhad to pony up for expensive spectrum licenses and then buyinfrastructure equipment at premium prices in a not very competitivemarket.

When TowerStream launched four years ago, memories of the LMDSdebacle were still fresh.

"We really wanted to learn from everybody else's mistakes," sayspresident and COO Jeff Thompson, one of the co-founders. "We knewwe didn't want to keep replicating old telecom models as we could seeothers doing. We wanted it to be scalable and reliable and we wantedto make a lot of money."

Sure. Easy.

TowerStream isn't there quite yet, but it has taken some significantstrides. It first launched service in Boston and Providence R.I., itshome base, in 2002. By earlier this year, it was in three major markets,including New York City.

It charges $500 a month for T-I equivalent service with a standardservice level agreement (SLA) guaranteeing 99.99 percent up time. Itcan also provide a 100-Mbps service for enterprise customers, usinginfrastructure equipment from DragonWave. In June 2003 it movedinto the concrete canyons of Manhattan.

"That roll-out went very well. We got a lot of experience and learned alot about opening new markets, about expanding the company, abouthow to make a roll-out better and how to give customers what theywant. It was magnificent," says Thompson, who is nothing ifnotenthusiastic. (We're guessing this is code for, 'It was a mammothchallenge that we somehow got through.')

<Dth~~~",

rEnhanc., your

'SP product offering

ISP Glossary

http://www.isp-planet.com/fixed_wireless/business/2004/towerstream_grows.html 6/9/2005

rSP Planet ~ Fixed Wireless - Business - TowerStream: Getting It Right The Second Time Page 3 of 4

Lew Dec!. • Exhibit 17

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Chicago came next, in March of this year. The company's short-termgoal is to be in 10 top markets. However, the ten are not necessarilythe ten biggest, Thompson notes~ "It's not purely population. We'relooking at markets, visiting each one to see which are best forTowerStream." Its current pace is two new markets a year. "We'llhopefully be there [in I0 markets] by the end of 2006, but we don'thave a stick in the ground [that says it has to be by then]," he says.

The company hopes to be up and running in Los Angeles, its fourthmajor market, by end of QI 2005. "We had a great response from a lotof businesses in LA when we announced we were coming," he says.

TowerStream is avoiding one mistake of the LMDS pioneers-it's notrelying on windfall venture capital financing to fund its roll-out. Themoney market is different today in any case: the tens of millionsavailable to WinStar et al just aren't there today. TowerStream's costsare also lower, as noted, so capital requirements aren't as onerous.Still, the company's "self-funded, organic growth model," asThompson terms it, is one reason it's not moving faster. He is acutelyaware that the right timing is critical.

"If we go too fast," he says, "we could end up like our predecessors,but if we do it too slow, we'll miss opportunities."

The organic growth model depends on getting markets up and runningand generating significant revenues that the company can then ploughback into opening more new markets.

"We're still a relatively small company," Thompson says, "but we'restarting to grow now. We have over 700 customers today and that willquickly approach 1,000 now that those markets [Boston/Providenee,NYC, Chicago] are starting to ramp up." Last year it doubled revenueswhile only adding lour new employees, bringing the total to 33."When you can double revenue and only add four new staff, that'sineredible," he says.

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Lew Decl. - Exhibit 17

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DECLARATION OF QUINTIN LEW

EXHIBIT 18

NextWeb - Services for Enterprise Customers

Check for Service Online or Call 1-877-325-NEXT

Page 1 of2

Lew Dec!. - Exhibit 18

a!IIIlIServices I About Us I NextWeb Network 1support I Contact Us

Product

.$.!!p..,gr~T

1.S burstable to

6Mbps

Starting at

$399/mo

ENTERPRISE SOLUTIONS

NextWeb Services for Enterprise Customers

We understand your challenges

Address:

CHECK FOR SERVICE

Office,PlYJi

512Kbps

burstable to

3Mbps

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$159jmo

If your company has a large office, or multiple mid-sized

offices you need enterprise-class service that is bullet-proof,

full-featured, and is backed by the highest level of service

assurance through service level agreements. And, you aren't

willing to pay a premium, you expect to get these features

for a competitive price.

NextWeb understands the needs of enterprise customers,

because we service some of the largest and most well~

established businesses in California.

Enterprise Business Solutions

NextWeb Internet service for Enterprise customers offers a full range of solutions that can be custom-tailored

to your needs. It all starts with our carrier-class, fixed wireless broadband network. Because we own our own

network, and don't "lease" phone lines from the local phone company, we can offer you highly reliable

service with the highest level of ;;;J,,/'\. Our service can be installed quickly, in days, rather then weeks or

months that other providers offer. And, if your needs change, as they often do, you can upgrade service,

order service at an additional location with a simple phone call. It's that easy.

NextWeb .sl!.l;LeI~T service provides enterprise-class connectivity with 1.5 Mbps that bursts up to 6 Mbps.

That's four times the speed of a conventionallandline T1! NextWeb Super-T service includes multiple

static IP addresses, 100% committed information rate (CIR), less than 50% latency and less than 1% packet

loss. If you need added certainty, you can choose our !:Q.\1UJluity soluX.i.QLl.

Need A little Less Bandwidth? How about OfficePlus?

http://www.nextweb.net/enterprise.htm 6/912005

NextWeb ,. Services for Enterprise Customers

If you need a bit less bandwidth, and don't need the lower latency and other features of NextWeb S1!Jt~:I

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symmetrical connectivity at 512K burstable to 3Mbps, one or more static IP addresses, and includes OUf

SmartMail'''' Sparn-filtered email, as well as web hosting and other induded features.

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If you are a large enterprise, you can't afford to wait on hold to get a resolution to your service issue. OUf

state of the art 24x7 network operations and customer care center in Orange, California is available any time

to answer your questions. Our staff of trained customer service representatives will answer your question

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Sound good? Fill out our online~,l<)rvll;§~Y_<:IUgJ:);_mt.Y G.i:l...g~_k, or give us a call at (877) 325-NEXT.

~ CJjJ:;:JL!t~X~J9.rm__Q.r<:'L.i.flf.Q_r!1Hl,t.tQJLQJ1_N.~XtW_~_!:I..!~J,l_p_~.r::,T

Page 2 0[2

Lew Dec!. - Exhibit 18

Terms of Service I Privacy Policy @ 2004 NextWeb I All Rights Reserved I Site Designed by KD70

http://www.nextweb.net/enterprise.htm 6/912005

DECLARATION OF QUINTIN LEW

EXHIBIT 19

'fhe world aecording to AT&T IlnfoWorld 1Column 12004-11-191 By Ephraim Schwartz Page I of 4

Lew Dec! - Exhibit 19

About InbWodd : Advf.')tise Sub.snibe: Conttlct Us i

,..) InfoWorldCOLUMN ARCHIVES

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P Storage Insider

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VeriSign" SSl Services.

The world according to AT&TMa Bell is not amused: Services over rp is the way of the future for telecom giant

Reality Check, By Ephraim SdtwamNovember 19, 2004

TOP NEWSmll

'" Apple pushes out big security fi• Oracle acquires TimesTen datat

* In Brief: Computer Associates lJ

million~ Seagate announces 2.5~inch pe

During the past decade. AT&T has been jettisoning divisions faster than a heavyweight fighter sheds pounds trying to get back in shape for a shot at the title: NCR in '94; Belllabs in '96; AT&T Cable, AT&T Wireless in '01; Excite@Home, Small Business Hosting accounts in '02. Earlier this year, it announced plans to stop pursuing residential andlong-distance voice customers altogether.

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White Paper: IT Consolidation withLlNUX Includes case studies and more!

I met with Hossein Eslambolchi - CIO, eTo,SPONSOR and president of global networking technologyCovad VolP will keep your business a services at AT&T - over a light dinner to discuss

step ahead Click here for a free analysis, AT&T's IT strategy for the next decade. In aword, that strategy comes down to services. Not

Sponsored by Covad voice services, or even VoIP, but SolP (servicesover IP). Eslambolchi told me emphatically, justshort of pointing his fork at me, that AT&T is no

SPONSOR longer a voice company. It is a data company.

The stats, albeit from AT&T, appear to back upSponsored by: liP that claim. Its IP network handles 1,700TB of

data per day, while its pUblic switched networkhandles 450TB per day. SolP includes IPsecurity, application hosting, managed network

services, and mUltimedia, including HD-TV over IP and radio over JP.

Here's one example of what a company can do when it handles that much data on a dailybasis.

Stochastic analysis, a form of statistical probability that looks at past behavior patterns toidentify and predict future behavior, depends on sampling. The larger the samples, thecloser to 100 percent accuracy in identifying a reoccurring pattern at a very early stage

AT&T has a security service called Internet Protect. It uses stochastic processing and an

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Apple risks user disaffection in swThere seem to be something the ApplEforgetting as they try to rationalize wI""the switch to Intel. Yes, every developexplained that the transition is no big

http://www.infoworld.com/article/04/11119/470Preality_l.html 6/9/2005

rhe world according to AT&T I InfoWorid IColumn I2004-11-19 IBy Ephraim SchwartzLew Dec\. - Exhibit 19

Page 2 of 4

algorithm called Smart Sampling to extract information - rather than just data -- on 17T8of data daily, looking for patterns that indicate a virus or DoS attacks. Eslambolchi told meAT&T identified the SQL Slammer attack on the network three weeks before it hit in largescale

Eslambochi went a step farther to say that Internet Protect is getting so accurate thatcompanies will soon be able to eliminate on-site firewalls.

"With that much data, stochastic becomes near foolproof," Eslambolchi said.

AT&T is also moving aggressively on other technology fronts. It spends $8.5 billion annuallyin fees to the lLECs (Incumbent Local Exchange Carriers) for last·mile connection tobusiness customers. You might say Ma Bell is not amused.

To dramatically reduce those connection costs, AT&T will use WiMax, mesh networks, andother broadband wireless technologies as a battering ram to bring down the walls of thosegreedy IlEGs.

In 12 to 18 months, AT&T will run trials in two undisclosed cities to use WiMax for the last­mile connection to customers. AT&T has identified approximately 245,000 buildings withinthe United States that house business customers. AT&T is directly connected to 7,000 ofthose. WiMax in particular will be a way to connect to the next 100,000, Eslambolchi said.

relatively painless, Yes, users.

Like Apple, IT shops are SWitchingswitchesApple is not the only company makingtransition to GigE and lOGbE is definaaccording to a new report by In-Stat. .managed Ethernet switch market gre",revenues and 23.8 percent in .

JON UDELL'S CORNER Em

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With the largest IP network in the world, Eslambochi also said computing power will take place; not at the end points or at the edge, but within the network. It is all aboutpolicy-based computing, which allows policies or rules to travel with the data in the network so that decisions can be made simultaneous with generation of data.

This is the world according to Eslambolchi. Worth watching, don't you think?

Ed Scannell's 5MB Blog~ContentWatch Delivers More RobuFilteringContentWatch, Inc. later this month wimproved version of its Internet prote(allows ..

Ephraim Schwartz is an editor at large at fnfoWorfd.

Chad Dickerson !.ill::mGeek dinner next Tuesday 6/14My fellow CTO and friend Mike Dunn ageek dinner for next Tuesday in SF atdetails .

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Newsletter Get Ephraim's column delivered weekly.Enter e-mail address:

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The world a<:cording to AT&T I InfoWorld IColumn I2004-11-19 IBy Ephraim SchwartzLew Decl. - Exhibit 19

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Lew Dec!. - Exhibit 19

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site: testcent(';r zone: artic!f:' pkeys: pkey~'applications;pkey"'·l1etworklng;pkey'·c platforrns;pkey,",security; pkey··""telecom; "keys:skey= broadband;skey=t:elephony;skey=voip;skey=vpns;skey=Videoc:onferencing;skey--"xsps; tOota: kw"'; tid: u=.1va58mgl1agqb.1;

http://www.infoworld.comJarticle/04/11/19/470Preality_l.html 6/9/2005