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Robert S. Green (State Bar No . 136183)GREEN WELLING LLP595 Market Street, Suite 2750San Francisco, CA 94105Telephone: (415) 477-6700Facsimile: (415) 477-671 0Email : cand.uscourts@ciasscounsel .com

[Proposed] Liaison Counsel

Stuart L. Berman (sberman@sbclasslaw .com)Sean M. Handler (chandler@sbclasslaw .com)Robin Winchester (rwinchester@sbclasslaw .com)SCHIFFRIN & BARROWAY, LL P280 King of Prussia Rd.Radnor, PA 19087Telephone: (610) 667-7706Facsimile : (610) 667-7056

[Proposed] Liaison Counsel

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNI A

PRENA SMAJLAJ, individually and on behalf ofall others similarly situated,

Plaintiff ,

V .

BROCADE COMMUNICATIONS SYSTEMS,INC ., GREGORY L . REYES, and ANTONIOCANOVA,

Defendants .

Case No . C-05-2042-CRB

DECLARATION OF ROBINWINCHESTER IN SUPPORT OFMOTION TO APPOINT THEOKLAHOMA FIREFIGHTERSPENSION & RETIREMENTSYSTEM AS LEAD PLAINTIFFPURSUANT TO SECTION 21D(a)(3)(B) OF THE SECURITIESEXCHANGE ACT OF 1934 AND TOAPPROVE LEAD PLAINTIFF'SCHOICE OF COUNSE L

Date: August 26, 2005Time: 10:00 a.m .Dept . : 8, 19' FloorJudge : Honorable Charles R . Breyer

DECLARATION OF ROBIN WINCHESTER ISO MOTION TO APPOINT THE OKLAHOMA FIREFIGHTERSPENSION & RETIREMENT SYSTEM AS LEAD PLAINTIFFCase No . C-05-2042-CRB

I, Robin Winchester, declare under penalty of penury, this 18th day ofJuly 2005, a s

follows:

1 . I am an . attorney at Schiffrin & Barroway, LLP . i submit this declaration in

suppo rt of the motion of the Oklahoma Firefighters Pension & Retirement System (the

"Oklahoma Firefighters") for the appointment of lead plaintiff and for approval of lead plaintiff s

selection of lead counsel and liaison counsel .

2 . Attached hereto as Exhibit A is a true and correct copy of the signed certification

of the Oklahoma Firefighters pursuant to the requirements of the Private Securities Litigatio n

9 1

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Reform Act of 1995 ("PSLRA") . See 15 U.S.C. § 78u-4(a)(.2) .

3 . Attached hereto as Exhibit B is a true and correct copy of the notice to class

members concerning the first-filed of the above-captioned action that was published on May 19,

2005 on Business ''ire advising the public of the pendency of a class action filed on behalf o f

shareholders of Brocade Communications Systems, Inc . ("Brocade") .

4. Attached hereto as Exhibit C is a true and correct copy of a chart of the Oklahoma

Firefighters ' transactions and approximate losses in Brocade securities .

5. Attached hereto as Exhibit D is a true and correct copy of the firm biography for

Schiffrin & Barroway, LLP, the law firm seeking the Court's approval as Lead Counsel .

b. Attached hereto as Exhibit E is a true and correct copy of the firm biography for

Green Welling LLP, the law firm seeking the Court's approval as Liaison Counsel .

7 . Attached hereto as Exhibit F is a true and correct copy of the Order Appointing

the Le Group as Lead Plaintiff and Appointing Lead Counsel in In re Leadis Tech., Inc. Sec.

Litig., No . C-05-0882-CRB (N.D. Cal . June 10, 2005) .

I hereby declare under penalty of perjury that the foregoing is true and correct.

?,OWN RESTER

EXHIBIT A

CLRT]PICATiON OF NA-MFD PLAINTIFFPURSUA'C+iT TQ FFUERAL SE 'UR1TJF.S LAWS

Oklahoma Fire Fighwxs Pcnuon and Fi .ctirerner<t System ("i'laintiff") ccalx,%, as to th e

claim asae ted and r ilia fete tieeuritio Iuwx, that:

1 . Plaintiff has reviewed Ilan; Complaint and authorised its filing.

2, Plaintiff did not pmrh ; the security that it the subj+ ct of this action .~t thy:

direction of Plain ift counsel or in order to pantie tc icy any private ttctiun .

3 . Plaintiff" is wiling to seive as a rrlxt ;vntazivo party an behalfefihc

inc;itlding providing testimony at d"s ition .tnd trin1, if nee mary_

4. A ached um Plaintiffs =!actiuns in Hmcade Ccnnmuni tion Syytums, lnc.

(Nasdaq: 8RCD) securities during the Class, Period.

5 . 1 ain authork ed to make deei3io on behalf of the Oklahoma Fire Fighter s

Pension and Retirement System .

6. Elan.tiff will deavor to provide f~ir and adcqua o rzentatioo and work

dirmtdy with the efforts of Gar s eou sal to cn! re that we obtain the large t rc ;,vQry Mr the

Class cons wnt with good faith and mt nits 60as judgement .

7. During the three years prior to the tai,: of this .er ft aiisrn. Plaintiff h-,].-; m-rvt.d car

so fight to serve 4s a rcpruaont €tive party in the Eo1luwing action filed under the federa l s critics

hors :

In re Impath . Inc. S dc. Girig_ . No. 1 ;43-CV-05661 OAR) (S .D.N.Y_)lfavermair v. El Paso Corp., ,et L . No. 4:04-CV-632 (S.D . Tex . )In re Centr

al Freight f_inex Sec. Litig, No. W-04-CA-177 (W.D. Tex . )

1W Yorsto r v. lq ix Pharmaccutrals Inc, . et at. . No. 1 :t15-CV--10 166 (D . M &..)

Plaintiffwill not accept any payment for Ong as a r re restive party on

behalf of the Class beyond the Plairafifrs pro ma st c: of any rec vey, cxccpt such rea-sormbic

costs and oxp:nses (it c:i ,ding ktst vwa ,cs) directly rellli ; to .tltc represen,tLion of the Class as

ardt 'W or approved by t c Court.

I dvciwe cundoer penalty of perjury that (c forgoing is it c and correct .

.Execut xi thi, j duty ufAioe, 2005.

xOld t Hire l; i&Thz Pension and Retiremrnt Sy;:tc rn

Rater :. Jones , lr. -~e Director

Oklahoma Firefighters Pensionand Retirement System

DatePurchaseor Sa le

Number ofSecurities

Type ofSecurities

Price ofSecurities

512/2001 Purchase 9,500 Con Stk 48.385 85/3/2001 Purchase 5,000 Corn Stk 47.133 25/3/2001 Purchase 2,200 Corn Stk 47.425 3

6/21/2001 Purchase 25,000 Corn Stk 39.87347/6/2001 Purchase 30,000 Com Stk 33.7950

7/26/2001 Purchase 10,000 Corn Stk 31 .92729/27/2002 Purchase 30,300 Com Stk 7.71859/30/2002 Purchase 3,800 Corn Stk 7.589510/2/2002 Purchase 6,800 Coin Stk 7.014710/3/2002 Purchase 8,000 Corn Stk 6.578 1

11/15/2004 Purchase 20,100 Corn Stk 6.963712/14/2004 Purchase 16,000 Com Stk 7.19347/18/2001 Sale 9,300 Com. Stk 31 .09687/19/2001 Sale 7,400 Com Stk 32.77647/19/2001 Sale 20,000 Cora Stk 33 .01747/31/2001 Sale 2,500 Com Stk 32 .52661013/2001 Sale 42,500 Corn Stk 13.1234

11/22/2002 Sale 48,900 Com Stk 5.38024/28/2005 Sale 36,100 Com Stk 4.5324

EXHIBIT B

LGidult k_uug'ililti otold IJvllul MUULL1a li Q . MUMILfl 1 .J., f I'ULGJ l .L4bZ tS.L4 UIL )Ult rlSau n u . . . .l 411,%. L vl t.

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Press Release Source: Lerach Coughlin Stola Geller Rudman & Robbins LL P

Lerach Coughl in Stola Geller Rudman & Robbins LLP Files ClassAction Suit Against Brocade Communication Systems, Inc .Thursday May 19. 3 :03 pm E T

SAN DIEGO-(BUSINESS WIRE)-May 19, 2005-Lerach Coughlin Stoia Geller Rudman & Robbins LLP ("LerachCoughlin") (hIt :Ilwww .fera.chlaw.com/cases/brocadecomm/ ) today announced that a class action has beencommenced in the United States District Court for the Northern District of California on behalf of purchasers ofBrocade Communication Systems, Inc . ("Brocade") (NASDAQ :BRCD - News) publicly traded securities during theperiod between February 21, 2001 and May 15, 2005 (the "Class Period")-

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today . If you wish to discussthis action or have any questions concerning this notice or your rights or interests, please contact plaintiffs counsel,William Lerach or Darren Robbins of Lerach Coughlin at 8001449-4960 or 619/231-1058, or via e-mail a tws[ lerachiaw.cpm. If you are a member of this class, you can view a copy of the complaint as filed or join this classaction online at http :f/www.lerachlaw .com/cases/brocadecomm/. Any member of the purported class may move theCourt to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absentclass member.

The complaint charges Brocade and certain of its officers and directors with violations of the Securities Exchange Actof 1934. Brocade designs, develops, markets, sells and supports data storage networking products and services .

The complaint alleges that throughout the Class Period, defendants issued materially false and misleading financialstatements to the investing public. On May 16, 2005, the Company issued a press release announcing therestatement of its fiscal 2€101 to fiscal 2004 earnings . The release stated that the Company will restate its financialstatements for the fiscal years ending 2002 through 2004 to record additional charges for stock-based compensationexpense." The release noted that the Company estimated the impact of the restatement would be to reduce fiscal2001 and fiscal 2002 earnings per share by up to $0.11 and $0.19, respectively. The Company also estimated thatfiscal 2003 and fiscal 2004 earnings per share would be reduced as well . As a result of this announcement,Brocade's stock dropped to $4.13 per share, compared to the $404- per share prices it traded at during the ClassPeriod.

Plaintiff seeks to recover damages on behalf of all purchasers of Brocade publicly traded securities during the ClassPeriod (the "Class") . The plaintiff is represented by Lerach Coughlin, which has expertise in prosecuting investorclass actions and extensive experience in actions involving financial fraud .

Lerach Coughlin . a 150-lawyer firm with offices in San Diego, San Francisco, Los Angeles, New York, Boca Raton,Washington, D .C,, Houston, Philadelphia and Seattle, is active in major litigations pending in federal and state courtsthroughout the United States and has taken a leading role in many important actions on behalf of defraude dinvestors, consumers, and companies, as well as victims of human rights violations. Lerach Coughlin lawyers havebeen responsible for more than $20 billion in aggregate recoveries . The Lerach Coughlin Web site(htt :I/Www .lera law.corn has more information about the firm .

Contact:

Lerach Coughlin Stoi.a Geller Rudman & Robbins W.PWilliam Lerach, 800-449-490 0

http : //biz .yahoo .corri/bw/0505 19/195679 .html? .v=I&printer=1 7/13/2005

LeraCfl LUug.CI11T1 3tU[4 VC1ICE ItUWL1all QL Muuut[th LLI' r11;s l .tana C t:4LUii )Ut t ►raiiiat ra . ._ r u t v ~

wslQlerachlaw .corn

Source : Lerach Coughlin Skala Geller Rudman & Robbins LL P

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http://biz .yahoo.corn/bw/050519/195679 .html?.v=I& rinter--1 7/13/2005

EXHIBIT C

- - --- BROCADE COMMUNICATIONS SYSTE M INC. ESTIMATED LOSSES1

PURCHASE TRANSACTIONS SALES TRANSACTION S

I I € ~,ISHARE PURCHASE SHARE F SALES ESTIMATED

PLAINTIFF DATE SHARES PRICE AMOUNT DATE SHARES PRICE AMOUNT ; '. LOSSESOklahoma Firefighters . . .___.__ 5/2/2001 9,540 48.3858 459,665 . 10 7/18/2001 9 , 300 31 .0968 ' 289 , 200.241 (170,464 .86)Pension & Retirement System 5/3/2001 5,000, 47. 1332 235 ,666 .00 7119/2001 7,4001 32 7764 242,545 36 6,879.36

5/3/2001 2 200 47.4253 104 , 335.66 7/19/2001 20,000 33 .0174, 660,348.00 556,012 .345/21/2001 25 ,000 39.8734 996,835.00 7/31/2001 2 ,500 32 .5266/ 81,3156,50 (915,518 .50)7/6/2001 30,000 33 .7950}^_ 1,013,850.00_j_ 10/3/2001 42,500 13.1234 557,744,50 (45€ 105 .50)

7/26/2001 10,000 31 . 9272 319,272.00 11/22/2002 48,900 5 .3802 263,091 .78 (56,180.22)9/27/2002 30,300, 7 7185 3 8 0 55 4/28/2005 36 , 100 4.5324163 0.9/30/2002 3,800 7.S89S 28,840

.10 ,619.64 (70 250.91}

_ ._ _.. .5 ._ (28 840.10)

r 101212002 6,800 7.0147 47 ,699.96 (47,699.96)10/3/20021 8,000 6.5781 52 624 g0)

11/15/2004 20,100 6 9637 139,970 .37 (139,970 37 )12114/2004 16,000 7.19341 115 ,094.40 (115,094.40)

166,700 166 700

CLASS PERIOD : 02/211U1 - 05/15/05

EXHIBIT D

eScHIFFRIN & BARRQWAY, LLP-'s a t. La. w

ADVOCATI NG THE RIGHTS OF INSTI T UTIONAL. AND IN DIVIDUAL INVESTORS

FIRM BIOGRAPHY

Schiffrin & Barroway, LIP, comprised of over forty-five attorneys, has specialized

in prosecuting complex class action litigation for nearly twenty years . During this

time, S&B has recovered billions of dollars on behalf of our clients and the classes

they represent. S&B has developed a nationwide reputation for excellence, focusing

primarily on the prosecution of securities fraud, transactional, derivative and

ERISA /4olK litigation brought against public companies, their officers and directors,

and advisors . In addition, S&B has represented millions of consumers in drug

litigation, product liability actions, credit card litigation and antitrust actions .

Since the passage of the Private Securities Litigation Reform Act of -1995, which

specifically encouraged large investors, especially institutional investors, to partici-

pate as lead plaintiff in securities class actions, S&B has actively and successfully

represented public and Taft-Hartley pension funds, institutional money managers

and investment advisors, hedge funds and individual investors from around the

world in this important role .

280 King of Prussia Roa d

Radnor, Pennsylvania 19087

6x0-667-7706

Fax. 61o-667-7056

www.sbclasstaw.com

TTORNEY BIOGRAPHIES

Richard S. SchiffrinRichard S . Schiffrin, founding

~s- partner of the firm, is licensed- to practice law in Illinois and

Pennsylvania, and has beenadmitted to practice before

numerous United States DistrictCourts . In his seven years of

practice with the Office of thePublic Defender of Cook County,Illinois, Mr. Schiffrin represented

hundreds of clients in both benchand jury trials, as well as appeals.

Mr. Schiffrin has also taught legal writing and appellate

advocacy at John Marshall Law School and has served as afaculty member at numerous legal seminars, including theAnnual Institute on Securities Regulation, NERA : Finance,Law & Economics - Securities Litigation Seminar, the TulaneCorporate Law Institute, and the CityBar Center for CLE(NYC) : Ethical Issues in the Practice of Securities Law.Most recently Mr. Schiffrin spoke at the MultiPensions 2004Conference in Amsterdam, Netherlands . Mr . Schiffrin overseesall aspects of litigation on behalf of the firm . Mr. Schiffrin hasbeen recognized for his expertise in numerous cases, includingmost prominently :

In re AremisSoft Corp. Securities Litigation,C.A. No. 01-CV-2486 (D.N.J. 2002) :Schiffrin & Barroway is particularly proud of the results

recently achieved in this case before the Honorable Joel A .Pisano. This case was exceedingly complicated ., as it involvedthe embezzlement of hundreds of millions of dollars by formerofficers of the Company, who are now fugitives . In settling theaction, Schiffrin & Barroway, as sole Lead Counsel, assisted inreorganizing the Company as a new Company to allow for i tto continue operations, while successfully separating out the

securities fraud claims and the bankrupt Company's claimsinto a litigation trust. The Settlement, which was recently

approved, calls for the class to receive the majority of the equi-ty in the new Company, as well as their pro rata share of anyamounts recovered by the litigation trust . The Court-appoint-ed co-trustees, Joseph P. LaSala, Esq . and Fred S . Zeidman,have retained Schiffrin & Barroway to continue prosecuting

the actions on behalf of the litigation trust . In this capacity,the firm has filed an action in the Isle of Man, and has success-

fully frozen more than $200 million of stolen funds from oneof the fugitives, and are in the process of attempting to recoverthe money on behalf of the trust . In addition, Schiffrin &Barroway is continuing to litigate the trust's claims against theremaining fugitive .

Henry Y. Sears, et al., Case No. 98 C 41 10 (N.D. Ill. 1999):

Schiffrin & Barroway served as Lead Counsel on behalf of thelargest class of credit card holders in history . At stake was the

right of Sears and its newly formed affiliate, Sears NationalBank ("SNB"), to retroactively increase the interest rates oneleven million credit card accounts with outstanding balances

resulting from purchases made prior to the accounts beingtransferred to SNB. Schiffrin & Barroway alleged that such

conduct violated the Truth-in-Lending Act, the NationalBanking Act and state consumer fraud statutes, After extensive-

ly litigating various aspects of liability, an additional ninemonths were then spent determining damages . The extraordi-nary complexity of the damage calculations required Mr.Schiffrin and experts from both parties to develop, test andutilize a novel computer model to ascertain total damages forthe class and individualized damages for each class member .Ultimately, Mr. Schiffrin and his partner, Mr. Kessler, were ableto negotiate a $156 million settlement, which represented.approximately 66% of total damages . In approving the settle-ment, District Court Judge Leinenwebber of the Northern

District of Illinois stated:

. . . I am pleased to approve the settlement. I think it

does the best that could be done under the circumstances

on behalf of the class . . . . The litigation was complex in

both liability and damages and required both professional

skill and standing which class counsel demonstrated in

abundance .

The entire settlement fund of $156 million was distributedwithout the filing of a single proof of claim form by anyclass member.

Wanstrath v. Doctor R. Grants, et al., C.A. No. 99-1719-III(Tenn. Chan. Ct., 20th Judicial District, 1999) :Schiffrin & Barroway served as Lead Counsel in a derivativeaction filed against the officers and directors of Prison

Realty Trust, Inc ., challenging the transfer of assets fromthe Company to a private entity owned by several of theCompany's top insiders . Numerous federal securities classactions were pending against the Company at this time.Through the derivative litigation, the Company's top :nanage-ment was ousted, the composition of the Board of Directorswas significantly improved and important corporate gover-

nance provisions were put in place to prevent future abuse .Mr . Schiffrin, in addition to achieving these desirable results,was able to personally effectuate a global settlement of all

pending litigation against the backdrop of an almost certainbankruptcy. The case was resolved in conjunction with thefederal securities cases for the payment of approximately$50 million by the Company's insurers and the issuance ofover 46 million shares to the class members .

Jordan v. State Farm Insurance Company, Case No. 97 CH I I(Cir. Ct., McLean County, Ill. 1998) :

Schiffrin & Barroway brought a claim on behalf of multipleplaintiffs alleging that State Farm had engaged in fraudulent

sales practices by "churning" policies and marketing and selling"vanishing premium" policies that never "vanished ." After sev-eral years of discovery, motion practice and settlement negotia-

tions, Mr. Schiffrin played a critical role in resolving the actionfor $225 million in cash, dividend enhancements and other

monetary benefits for current and former State farm policy-holders . Schiffrin & Barroway also has achieved substantial

settlements in 20 additional cases alleging fraudulent salespractices by various insurance companies .

Mr. Schiffrin has also represented defrauded shareholders and

companies in complex class and derivative actions, includingthe following:

Huscher v. Curley, et at., No. 00 Civ. 21379(Mich. Cir. Ct., 2000) (In re Sotheby 's Holdings, Inc.Derivative Litigation) :

Schiffrin & Barroway served as Lead Counsel in a derivativeaction arising out of Sotheby's alleged antitrust price fixingconspiracy with auction house rival Christie's International

PLC. A multi-million dollar settlement was negotiated by Mr .Schiffrin whereby Diana Brooks (Sotheby's President at the

time of the alleged wrongdoing) agreed to relinquish all of herSotheby's stock options and the Company's insurance carriermade a substantial monetary payment to the Company. Inaddition, significant changes in the Company's top manage-ment and Board of Directors were achieved in conjunction

with the settlement of the litigation .

Andrew L. Barroway1'-

Andrew L. Barroway, managingpartner of the firm, received his

law degree from the University ofPennsylvania Law School, where hewas a member of the ABA Negotia-

tion team. He is licensed to practicelaw in Pennsylvania and New jersey,

and has been admitted to practicebefore the United States District

Court for the Eastern District ofPennsylvania . Mr. Barroway fre-

quently lectures on securities clas saction and lead plaintiff issues and recently spoke at the 2005Institutional Investor Hedge Fund Workshop in New York City

and the Public Funds Summit 2005 in Phoenix, Arizona . Mr.Barroway has been actively involved in all aspects of litigation on

behalf of the firm, and co-manages the firm's securities depart-ment. Of his numerous successful representations of shareholders,the following stand out as exceptional:

In re The Interpublic Group of Companies SecuritiesLitigation, No. 02 Civ. 6527 (S.D.N.Y. 2002):Schiffrin & Barroway served as sole Lead Counsel in this actionon behalf of an institutional investor and recently received final

approval of a settlement consisting of $20 million in cash and6,551,725 shares of IPG common stock with expected distributionby early summer 2005 . As of February 2005, the stock had an

approximate value of $87 million, resulting in a total settlementvalue of approximately $107 million. In granting its approval, the

Court praised Schiffrin & Barroway for acting responsibly andnoted the firm's professionalism, competence and contributionto achieving such a favorable result,

In re Digital Lightwave, Inc. Securities Litigation, ConsolidatedCase No. 98-152-CIV T-24E (M.D. Fla . 1999) :The firm served as Co-Lead Counsel in one of the nation's mostsuccessful securities class actions . After extensive litigation andnegotiations, a settlement consisting primarily of stock ultimately

grew to a value of over $170 million between the time in whichthe settlement was negotiated and the time at which it was distrib-uted . Schiffrin & Barroway took on the primary role in negotiat-ing the terms of the equity component, insisting that the classhave the right to share in any upward appreciation in the valu eof the stock after the settlement was reached . This recovery repre-sented an astounding approximately two hundred percent (200%)of class members' losses, Schiffrin & Barroway believes that thisrepresents the largest percentage recovery for shareholders in

securities class action history.

Mr. Barroway, along with his partner, Mr. Kessler, has also negoti-ated substantial settlements of securities class actions in whichSchiffrin & Barroway was Lead or Co-Lead Counsel against

Pinnacle Holdings, Cell Pathways, Gateway, Mercator andNetSolve . Mr. Barroway currently represents numerous publicpension funds, private investment funds, money management

firms, and individuals in securities fraud litigation as Lea dor Co-Lead Counsel .

3

Marc A. Topaza partner of the firm, received hislaw degree from Temple UniversitySchool of Law, where he was an

editor of the Temple Law Review

and a member of the Moot CourtHonor Society, He also received hisMaster of Law (L.L.M.) in taxationfrom the New York UniversitySchool of Law, where he serve das an editor of the New YorkUniversity Tax Law Review. He

is licensed to practice law in Pennsylvania and New Jersey, andhas been admitted to practice before the United States District

Court for the Eastern District of Pennsylvania . Mr. Topaz managesthe firm's derivative, transactional and antitrust departments . Inthis regard, Mr. Topaz has been actively involved in litigating thefollowing prominent cases :

In re MTC Electronic Shareholder Litigation,No. CV-93-0876 (E.D.N.Y. 1993) :Schiffrin & Barroway served as Co-Counsel in a case involving

securities fraud by MTC, its officers and directors, underwriters andaccountants . The case presented novel issues of Chinese law and

required the construction of a database of hundreds of thousandsof documents utilized in numerous party and non-party deposi-tions . A $72 million settlement was achieved on the eve of trial .

In re Oppenheimer Capital, L .P., Unitholders Litigation,Consolidated No. 16022NC (Del, Ch. 1997):Schiffrin & Barroway served as Co-Lead Counsel on behalf of plain-tiffs alleging that a merger proposed by Pimco Advisors benefitted

certain Pimco insiders by disproportionately allocating tax benefitsachieved from the restructuring of a limited partnership and failing

to provide adequate compensation to the Oppenheimer sharehold-ers . Plaintiffs moved to enjoin the transaction and a settlement was

reached whereby defendants agreed to pay a special dividend toOppenheimer limited partners of approximately $16 million .

Wanstrath v. Doctor R. Grants, et al., CCA. No. 99-1719-111(Tenn. Chan . Ct., 20th Judicial District, 1999) :(see description above)

David Kesslera partner of the firm, graduatedwith distinction from the EmorySchool of Law. He is licensed topractice in Pennsylvania and NewJersey, and has been admitted to

practice before the United StatesDistrict Court for the Eastern

District of Pennsylvania and theUnited States District Court for the

District of New Jersey. He is also aCertified Public Accountant in

Pennsylvania . Mr, Kessler co-manages the firm's nationally recog-nized securities department and assists in the management of themass tort department . In addition, Mr. Kessler often lectures onsecurities litigation and recently was a featured speaker on hot top-ics in securities litigation in a seminar entitled "The Explosion and

Evolution of Class Action Law" in December 2004 in Philadelphia,Pennsylvania, and the Corporate Governance Summit on Corpo-

rate Accountability in July 2003 in New York City . Mr. Kessler hasachieved the following outstanding results in federal securitiescases:

In re Initial Public Offering Securities Litigation,Master File No. 21 MC 92 (SAS) (S.D.N.Y, Dec. 12, 2002) :Mr. Kessler, along with Mr. Schiffrin, is presently heading up thefirm's litigation efforts in its prominent position as an Executive

Committee member in this action, Of the sixty plaintiffs firmswhich originally filed actions in these coordinated proceedings,Schiffrin & Barroway was one of only six selected to serve on theExecutive Committee . The coordinated actions, which have beenfiled against 309 separate issuers of publicly traded securities, chal-lenge the legality of the practices which accompany the allocations

of shares in initial public offerings . In addition to suing the issuers

of such securities, the 309 coordinated actions also name as defen-dants the primary investment banking firms which underwrotethe offerings . This case, which has received a great deal of national

and international media attention, is widely considered the largestsecurities class action litigation in history, At the present time, thecourt has preliminarily approved a $1 billion settlement with the

issuers and their officers and directors . The case is proceedingagainst the underwriting defendants .

In re Assisted Living Concepts, Inc. Securities Litigation,Lead Case No. 99-167-AA (D. Or. 1999) :

Schiffrin & Barroway served as Co-Lead Counsel and was instru-mental in obtaining a $30 million recovery for class members

from the Company, its executive officers and directors, and severalunderwriters for their role in an alleged complex accounting fraudinvolving the use of a purportedly independent joint venture to

absorb the Company's start-up losses . Even after this $30 millionrecovery, through counsel's efforts, an additional $12 .5 millionwas obtained from the auditors providing for a total recovery of$42.5 million .

In re Twinlab Corporation Securities Litigation, Master FileNo. 98-CV-7425 (E.D.N.Y 1998):

Schiffrin & Barroway served as Co-Lead Counsel and successfullylitigated the action and was able to negotiate a settlement in theamount of $26 million plus interest .

In re Cumulus Media Inc. Securities Litigation, Lead CaseNo. 00-C-391 (E.D. Wi s, 2000):Schiffrin & Barroway served as Lead Counsel and successfully

litigated the action and negotiated a settlement of $13 millionin cash and 240,000 shares of freely tradable stock in Cumulus

Media, which traded for approximately $19 per share, for a totalsettlement value of $17 .5 million at the time the settlement wasapproved by the Court .

4

Stuart L. Bermana partner of the firm, received

his law degree from GeorgeWashington University NationalLaw Center, and his undergraduate

degree from Brandeis University.He is licensed to practice law in

Pennsylvania and New Jersey, andhas been admitted to practicebefore the United States District

Court for the Eastern District ofPennsylvania and the United State s

District Court for the District of New Jersey, Mr . Berman hasspecialized in the area of securities litigation for the past eightyears and serves in the firm's case and client development depart-

ment, which involves working with clients, analyzing cases anddeveloping litigation strategy, In addition, Mr. Berman managesthe firm's lead plaintiff department and has been instrumenta lin enabling various of the firm's institutional and individualclients to serve as lead plaintiffs in important cases, such as Inre Tenet Healthcare Corp. Securities Litigation, No. CV-02-8462-RSWL (C .D . Cal. 2002), In re The Interpublic Group of CompaniesSecurities Litigation, No . 02 Civ, 6527 (S .D.N .Y. 2002), State ofNew Jersey and Its Division of Investment v. Sprint Corporation ,et al„ No. 03-2071-JWL (D . Kan, 2003), In re Ariba Inc . SecuritiesLitigation, Master File No . 03-00277 IF (N .D . Cal, 2003), In reVaxgen Inc. Securities Litigation, No. C 03-01129 JSW (N.D. Cal .2003), In re American Business Financial Services, Inc., No . 04-0265 (E .D . Pa. 2004), Brumbaugh v. Wave Systems Corporation,et al., No, 04-30022-MAP (D . Mass . 2004), In re traso ActivePharmaceuticals Securities Litigation, No. 04-10708-RCL(D. Mass . 2004), and. In reAutobytel, Inc. Securities Litigation,No. CV04-8987 MMM (JWJx) (C .D . Cal . 2004) .

In re AremisSoft Corp, Securities Litigation,C.A . No. 01-CV-2486 (D.N.J. 2002):Schiffrin & Barroway is particularly proud of the results recently

achieved in this case before the Honorable Joel A . Pisano. Thiscase was exceedingly complicated, as it involved the embezzlement

of hundreds of millions of dollars by former officers of the Com-pany, who are now fugitives . In settling the action, Schiffrin &Barroway, as sole Lead Counsel, assisted in reorganizing theCompany as a new Company to allow for it to continue operations,while successfully separating out the securities fraud claims and the

bankrupt Company's claims into a litigation trust, The Settlement,which was recently approved, calls for the class to receive the

majority of the equity in the new Company, as well as their pr orata share of any amounts recovered by the litigation trust . TheCourt-appointed co-trustees, Joseph P. LaSala, Esq. and Fred S .Zeidman, have retained Schiffrin & Barroway to continue prosecut-

ing the actions on behalf of the litigation trust, In this capacity, thefirm has filed an action in the Isle of Man, and has successfullyfrozen more than $200 million of stolen funds from one of thefugitives, and are in the process of attempting to recover the money

on behalf of the trust. In addition, Schiffrin & Barroway is continu-ing to litigate the trust's claims against the remaining fugitive .

Katharine M. Ryana partner of the firm, graduatedcum laude from Villanova

University School of Law in May1984. Ms . Ryan is admitted topractice before the United States

District Court for the EasternDistrict of Pennsylvania, the Courtof Appeals for the Third Circuit

and the United States SupremeCourt . Ms . Ryan recently partici-pated as a speaker in a legal tele-

conference entitled "Is the PSLRAs Safe Harbor Provision Safe?"Ms . Ryan is actively involved in litigating several of the firms mostprominent cases and was integral in the excellent results achievedin the following cases:

In re The Interpublic Group of Companies SecuritiesLitigation, No, 02 Civ. 6527 (S.D.N."Y. 2002):

Schiffrin & Barroway served as sole Lead Counsel in this actionon behalf of an institutional investor and recently received final

approval of a settlement consisting of $20 million in cash and6,551,725 shares of IPG common stock with expected distributionby early summer 2005, As of February 2005, the stock had an

approximate value of $87 million, resulting in a total settlementvalue of approximately $107 million. In granting its approval, theCourt praised Schiffrin & Barroway for acting responsibly andnoted the firm's professionalism, competence and contributionto achieving such a favorable result .

In re New Power Holdings, Inc. Securities Litigation,No, 02 Civ. 1550 (S.D.N.Y. 2002):Schiffrin & Barroway served as Co-Lead Counsel and was instru-mental in obtaining a recovery of $41 million in cash for class

members against a bankrupt company, certain of its officers anddirectors and the underwriters of the Company's offering . Claimsinvolved New Power, an offshoot of Enron, that was formed tore-enter the deregulated energy market and pursued an IPO withno viable plan to hedge against volatile energy prices .

Gregory A Castaldoa partner of the firm, receivedhis law degree from Loyola Law

School, where he received theAmerican Jurisprudence awardin legal writing. He received his

undergraduate degree from theWharton School of Business at

the University of Pennsylvania .He is licensed to practice law in

Pennsylvania and New Jersey. Mr.Castaldo has been actively involvedin litigating the following cases :

5

In re Liberate Technologies Securities Litigation,No. C-02-5017 (MII) (N.D. Cal. 2003) :Plaintiffs alleged that Liberate engaged in fraudulent revenue recog-

nition practices to artificially inflate the price of its stock, ultimatelyforcing it to restate its earnings . As sole Lead Counsel, Schiffrin &Barrowav successfully negotiated a $13 .8 million settlement, which

represents almost 40% of the damages suffered by the class. Inapproving the settlement, the district court complimented LeadCounsel for its "extremely credible and competent job ."

In re Unigraphics Solutions Inc. Shareholders Litigation,Consol. C.A. No. 18916, Delaware Chancery Court, in which Class

Counsel was partially responsible for creating an aggregate financialbenefit of approximately $35 million for members of the class ;

In re Prodigy Communications Corp. Shareholders Litigation,Cousol . C .A . No. 19113-NC, Delaware Chancery Court, in whichClass Counsel was partially responsible for creating an aggregatefinancial benefit of approximately $36 million for members of theclass; and

In re Sodexho Marriott Shareholders Litigation ,Consol . C .A . No . 18640-NC, Delaware Chancery Court, in whichClass Counsel was partially responsible for creating an aggregate

financial benefit of approximately $166 million for members ofthe class .

Mr. Castaldo is also presently litigating In re Tenet Healthca re Corp.Securities Litigation , No . CV-02- 8462 -RSWL (C .D. Cal. 2002), Stateof New jersey and Its Division of Investment v. Sprint Corporation, etal., No. 03-2071-JWL (D. Kan. 2003), and In re Ariba Inc. SecuritiesLitigation, Master File No. 03-00277 JF (N.D . Cal. 2003).

Michael K. Yarnoffa partner of the firm, receivedhis law degree from Widener

University School of Law. Mr.Yarnoff is licensed to practice lawin Pennsylvania, New Jersey, andDelaware and has been admitted

to practice before the United StatesDistrict Courts for the EasternDistrict of Pennsylvania and the

District of New Jersey. He serve sin the firm's securities litigation

department and has been actively involved in a number of federalsecurities cases in which outstanding results were achieved, includ-ing the following:

In re InfoSpace, Inc. Securities Litigation,Master File No. C-01-0913-Z (D. Wash. 2001) :

Schiffrin & Barroway served as Co-Lead Counsel on behalf of plain-tiffs alleging that InfoSpace and certain of its officers and directorsoverstated revenues by using improper accounting methods, over-

stated the demand for InfoSpace's wireless services, misstatedInfoSpace's financial relationships with major customers, and falsely

represented that InfoSpace would receive subscription fees from

users of web-enabled cell phones . After two years of hard-fought

litigation and complex mediation, a settlement of $34 .3 millionwas obtained for members of the class .

In re Riverstone Networks, Inc. Securities Litigation,

Case No. CV- 02-3581 (N.D. Cal. 2002) :Schiffrin & Barroway served as Lead Counsel on behalf of plaintiffsalleging that Riverstone and certain of its officers and directorssought to create the impression that the Company, despite the

industry-wide downturn in the telecom sector, had the ability toprosper and succeed and was actually prospering . In that regard,

plaintiffs alleged that defendants issued a series of false and mis-leading statements concerning the Company's financial condition,sales and prospects, and used inside information to personally

profit . After extensive litigation, the parties entered into formalmediation with the Honorable Charles Legge (Ret.) . Followingfive-months of mediation, the parties reached a settlement o f$18 .5 million .

Joseph H. Meltzera partner of the firm, received hislaw degree, with honors, fromTemple University School of Law .He is licensed to practice law inPennsylvania and New Jersey, andhas been admitted to practice before

the United States District Court forthe Eastern District of Pennsylvania,the United States District Court for

the District of New Jersey and theUnited States Court of Appeals for

the Third Circuit .

Mr. Meltzer concentrates his practice in the areas of ER1SAand antitrust complex litigation, and manages the firm's ERJSA

litigation department, which has excelled in the highly specializedarea of prosecuting claims on behalf of retirement savings plans .Mr . Meltzer is Lead Counsel in several pending nationwide classactions brought under ERISA.

Mr. Meltzer has helped obtain several multi-million dollarsettlements on behalf of class members, including the recent settle-ments in In re Global Crossing ERJSA Litigation, No. 02 Civ. 7453(S .D. N .Y.) ($79 million settlement) and In re Augmentin AntitrustLitigation, No. 02-442 (E .D. Va.) ($29 million settlement). Mr.Meltzer also prosecutes claims on behalf of third-party payor s

and consumers and is currently serving as Lead Counsel inIn re Remeron Antitrust Litigation, No. 02-CV-2007 (D .N .J,)and In re Wellbutrin SRIZyban Antitrust Litigation (E.D. Pa.) .

Prior to joining Schiffrin & Barroway, Mr. Meltzer practiced at

Barrack, Rodos & Bacine in Philadelphia, where he had prominentroles in prosecuting several complex class actions to successfulconclusions, including In re Sorbates Direct Purchaser AntitrustLitigation, No, C 98-4886 (N,D . Cal. 2001) ($92 million settle-ment) and also defended clients in antitrust and commerciallitigation.

6

IAN D. BERG, an associate of the

firm, received his law degree fromNorthwestern University School ofLaw, and his B .A . from NorthwesternUniversity. Prior to joining Schiffrin &Barroway, Mr . Berg practiced at Barack

Perrazzano Kirschbaum Perlman &Nagelberg LLC, in Chicago . He islicensed to practice law in Illinois and

Pennsylvania . Mr. Berg concentrates hispractice in the area of securities litigation .

ROBERT' W. BIELA, an associate of thefirm, received his law degree from the

Penn State Dickinson School of Law,where he served on the editorial boardof the Environmental Law and Policy

Journal . Mr . Biela received his undergrad-uate degree from West Chester University.

Prior to joining the firm, Mr. Biela was anassociate at Mager White and Goldstein ,

LLP, where he practiced in the areas of complex commercial

litigation and securities litigation . Mr. Biela is licensed to prac-tice in Pennsylvania, and focuses his practice in the area ofsecurities litigation .

KATHERINE B . BORNSTEIN, an associ-

tion issues . Ms. Bornstein concentrates her practice at Schiffr

TREVAN BORUM, an associate of thefirm, received his B .A. from Wake ForestUniversity in 1987, and his J.D . fromWidener University Law School in 1992 .

~£ Mr. Borum was the valedictorian of his4 law school class, and served as a Wolcott

fellow with the Delaware SupremeCourt. He is licensed to practice law

in Pennsylvania, and has been admittedto practice before the United States District Court for theEastern District of Pennsylvania . Prior to joining Schiffrin &

ate of the firm, received her law degree

- from Emory University School of Law.Ms. Bornstein received her undergraduate

degree from the University of Maryland .She is licensed to practice law in Pennsyl-vania and Maryland. Prior to joiningSchiffrin & Barroway, Ms . Bornstein wasan associate at Provost & Umphrey Law

Firm, LLP where she worked on a number of complex litiga-

in& liarroway in the areas of ERISA, antitrust and consume rprotection .

Barroway, Mr. Borum served as an Assistant District Attorneyin Philadelphia for ten years. Mr. Borum also practiced crimi-nal defense after leaving the District Attorney's office . AtSchiffrin & Barroway, Mr. Borum concentrates his practic ein securities litigation .

JONATHAN R . CAGAN, an associateof the firm, received his law degree

from the 'T'emple University Schoo lof Law. Mr. Cagan received his under-graduate degree, cum laude, from TempleUniversity. Mr. Cagan is licensed to

practice law in New Jersey, and is admit-ted to the Third Circuit Court of Appeals .Mr . Cagan concentrates his practice in

the area of securities litigation .

EDWARD W. CHANG, an associateof the firm, received his law degree, withhonors, from the George WashingtonUniversity Law School . During law

school, Mr. Chang served as a staff mem-* ber of the American Intellectual Property

Law Association Quarterly Journal andpublished Bidding on Trespass: eBay vBidder's Edge and the Abuse of Trespass

Theory in Cyberspace Law, 29 AIPLA Q .J. 445 (2001). Mr.Chang received his undergraduate degree in InternationalRelations, cum laude, from the University of Pennsylvania .

Prior to joining Schiffrin & 13arroway, Mr . Chang servedas a law clerk to the Honorable Ann O'Regan Keary of the

Superior Court of the District of Columbia . He is licensed topractice in New Jersey and. Maryland, and has been admitted

before the United States District Court for the District ofMaryland . Mr. Chang concentrates his practice in the areas

of antitrust, ERISA and consumer protection .

DARREN J . CHECK, an associate ofthe firm, received his law degree from

Temple University School of Law. Hereceived his undergraduate degree in

r4

ili History, with honors, from Franklin& Marshall College . He is licensed topractice law in Pennsylvania and New

Jersey, and has been admitted to practicebefore the United States District Court fo r

the Eastern District of Pennsylvania, the United States District

Court for the District of New Jersey, and the United StatesDistrict Court for the District of Colorado .

Mr. Check concentrates his practice in the area of securities

litigation, and has worked extensively with partner DavidKessler on In re Initial Public Offering Securities Litigation,Master File No . 21 MC 92 (SAS) (S .D.N.Y. Dec . 12, 2002),currently pending in the Southern District of New York .Mr. Check consults with institutional investors worldwide

regarding serving as a lead plaintiff and recently spoke at theMultiPensions 2004 Conference in Amsterdam, Netherlands,

the European Pension Symposium in Florence, Italy, and thePublic Funds Summit 2005 in Phoenix, Arizona.

Mr. Check serves in the firm's lead plaintiff department,which involves working with clients, litigation strategy andlead plaintiff issues. In addition, Mr . Check serves as the firm'sDirector of Institutional Relations and Business Developmentand works closely with the firm's domestic and foreign institu-

tional clients.

EDWARD W. CIOLKO, an associateof the fi rm , received his law degre efrom Georgetown University Law Center,and an MBA from the Yale School ofManagem ent. Prior to joining the firm,he served as an Attorney Advisor toCommissioner Sheila F. Anthony at the

Federal Trade Commission . He is licensedto practice law in the State of New Jersey ,

and has been admitted to practice before the United StatesDistrict Court for the District of New Jersey . Mr. Ciolkoconcentrates his practice i n the areas of antitrust , ERISA,and consumer protection.

STEPHEN E . CONNOLLY, an associateof the firm, received his law degree from

Villanova University School of Law, an d, is a graduate of The Pennsylvania State

University. Prior to joining Schiffrin &[ arroway, Mr . Connolly was an associate

at a Philadelphia firm where he practice din the areas of complex litigation, securi -ties and antitrust litigation . Mr . Connollyis licensed to practice law in Pennsylvania ,and concentrates his practice in the are aof antitrust litigation .

MARK S . DANEK, an associate of th efirm, received his undergraduate degree i nArchitecture from Temple University i n1996, and his law degree from DuquesneUniversity School of Law in 1999 . Prior tojoining Schiffrin & Barroway, Mr. Danek

was employed as in-house counsel of areal estate investment trust cor orationp

that specialized in the collection of delinquent property tax

receivables .He is licensed to practice law in the Commonwealth of

Pennsylvania and has been admitted to practice before theCourts of the Commonwealth of Pennsylvania, the United

States District Court for the Western District of Pennsylvaniaand the Supreme Court of the United States of America .Mr. Danek concentrates his practice in the area of securitieslitigation .

THOMAS W. GRAMMER, an associateof the firm, received his law degree,magna cum laude, from Villanova LawSchool, where he was a member of theOrder of the Coif. Mr . Grammer receivedhis undergraduate degree from West

Chester University. Before practicingat Schiffrin & Barroway, Mr. Grammerserved as a clerk for Judge Richard B .

Klein of the Pennsylvania Superior Court, and prior to that,as a clerk for Judge Patricia A . McInerney of the Court ofCommon Pleas of Philadelphia County . A member of thePennsylvania bar, Mr. Grammer concentrates his practice insecurities litigation and shareholder derivative actions .

MARK K. GYANDOH, an associatefi of the firm, received his undergraduate

degree from Haverford College andhis law degree from Temple UniversitySchool of Law. During law school

aMr. Gyandoh served as the researcheditor for the Temple International andComparative Law Journal and publishedForeign Evidence Gathering: Wha t

Obstacles Stand in the Way of Justice?, 15 Temp. Int'l & Comp .L.J. (2001) . Mr. Gyandoh also served as Co-President of theInternational Law Society and Editor of the group's monthlynewsletter.

Mr. Gyandoh is licensed to practice in New Jersey andPennsylvania . Prior to joining Schiffrin and Barroway, Mr.Gyandoh was an associate at Gerolano, McNulty, Divis &

Lewbart. Prior to that, Mr. Gyandoh served as a judicial clerk

for the Honorable Dennis Braithwaite of the Superior Courtof New Jersey Appellate Division . Recently, in March 2004,Mr . Gyandoh participated in a conference in Prague, CzechRepublic, titled Redefining Europe, where he presented a paper

titled Incorporating the Principle of Co-Equal Branches into theEuropean Constitution: Lessons to be Learned from the United

States . The paper was published in a book of selected papersfrom the conference titled Redefining Europe . Mr. Gyandoh

concentrates his practice with Schiffrin & Barroway in th earea of ERISA, antitrust and consumer protection .

8

SEAN NI . HANDLER, an associate of thefirm, received his law degree, cum laude,

from Temple University School of Law.

Mr . Handier received his undergraduatedegree from Colby College, with distinc-

tion in American Studies . He is licensedto practice law in Pennsylvania, an d

has been admitted to practice beforethe United States District Court for the

Easrcrn District of Pennsylvania .Prior to joining Schiffrin & Barroway, Mr. Handler prac-

ticed at Reed Smith, LLP in Philadelphia . Mr. Handier concen-

trates his practice in the area of securities litigation, and servesin the firm's lead plaintiff department, which involves workingwith clients, litigation strategy and lead plaintiff issues . Inthis role, Mr. Handler has assisted partner Stuart Berman inenabling various of the firm's institutional and individual

clients to serve as lead plaintiffs in important cases, such asIn re Tenet Healthcare Corp . Securities Litigation, No. CV-02-8462-RSWL (C .D . Cal. 2002), In re The Interpublic Group of

Companies Securities Litigation, No. 02 Civ. 6527 (S .D .N.Y.2002), State of New Jersey and Its Division of Investment v .Sprint Corporation, et al ., No. 03-2071-JWL (D. Kan . 2003),In re Ariba Inc. Securities Litigation, Master File No . 03-00277IF (N.D. Cal. 2003), and In re Autobytel, Inc. SecuritiesLitigation, No. CV04-8987 MMM (JWJx)(C,D. Cal . 2004) .

JOHN A. KBHOB, an associate ofthe firm, received a B .A. from Depaul

University in 1986, and a Master'sdegree in Public Administration from

the University of Vermont in 1994 . Hereceived his ] .D ., magna cum laude, from

Syracuse University College of Law in1997, where he was an Associate Editorof the Syracuse Law Review, an Associate

Member of the Moot Court Board, and an alternate memberon the National Appellate Team . Mr. Kehoe is licensed to

practice law in the State of New York, and has been admittedto practice before the United States District Court for theSouthern District of New York .

Prior to joining Schiffrin & Barroway, Mr. Kehoe hadextensive securities litigation experience as an associate at

Bernstein, Litowitz, Berger & Grossman, LLP, and prior tothat, at Clifford Chance US LLP. Before attending law school,Mr . Kehoe worked as a police officer in Burlington and

Brattleboro, Vermont, and served as the lead investigator in

numerous felony and misdemeanor complaints . Mr. Kehoeconcentrates his practice in the area of securities litigation,and has worked extensively with partner David Kessler o nIn re Initial Public Offering Securities Litigation, Master FileNo. 21 MC 92 (SAS) (S .D.N .Y. Dec . 12, 2002), currentlypending in the Southern District of New York .

HAL J . KLPINMAN , an associate of

the firm , received his law degree fromThe John Marshall Law School, andhis undergraduate degree from Ithaca

College. Mr. Kleinman is licensed inIllinois and Pennsylvania, and has beenadmitted to practice before the United

States District Court for the NorthernDistrict of Illinois , the United State s

District Court for the Eastern District of Pennsylvania, theCourt of Appeals for the Seventh Circuit , the Court of

Appeals for the Third Circuit , and the United States Courtof Claims . Prior to joining Schiffrin & Barroway, Mr .Kleinman practiced law in Chicago , where his practice con-centrated in the area of Complex Litigation , Mass Torts andClass Actions . Mr. Kleinman was a member of the law and

briefing committee that successfully obtained class certifica-tion in In re Hartmarx Securities Litigation , Case No . 01 C7832 (N .D . Ill .) . In addition , he was appointed to the ClassCounsel Management Committee in Cress, et al. v. Sara LeeCorporation , Case No . 98 L 15072 (Cir. Ct,, Cook County, Ill .) .For his work in this matter, Mr . Kleinman was asked to be aguest lecturer at the University of Chicago Law School 's ClassAction Controversies Seminar and to discuss the Sara Lee liti-gation. He also was responsible for representing hundreds of

clients in various Mass Torts, including MDL-1431, In reBaycol Products Liability Litigation ; MDL-1373, In reBridgestone/Firestone, Inc. ATX, ATX II and Wilderness TiresProducts Liability Litigation ; MDL-1203, In re Diet Drugs(Phentermine/Fenfluramine/Dexfenfuramine) ProductsLiability Litigation ; and MDL-926, In re Silicone Gel BreastImplants Product Liability Litigation . Mr. Kleinman concen-

trates his practice in the area of Mass Torts .

ERIC LECHTZIN, an associate of the

firm, received his law degree from theTemple University School of Law in1991 . Mr . Lechtzin received his under-graduate degree in Political Science andEconomics, magna cum laude, fromTemple University, where he receivedPhi Beta Kappa honors . Mr. Lechtzin islicensed to practice law in Pennsylvani a

and New Jersey, and has been admitted to practice before

the United States District Courts for the Eastern District ofPennsylvania and the District of New Jersey .

Prior to joining Schiffrin & Barroway, Mr . Lechtzin wasan associate with the firm of Grant & Eisenhofer, P.A ., wherehis practice was concentrated in federal securities class actions

and corporate governance litigation . Mr . Lechtzin spent thefirst ten years of his career at two large Philadelphia law firmswhere he represented corporate and public sector clients in a

wide range of complex commercial litigation, including toxictorts, labor and employment, insurance, and environmental

9

law. Mr. Lechtzin has extensive trial experience and has arguedappeals before the Supreme Court of Pennsylvania and otherappellate courts .

Mr. Lechtzin concentrates his practice with Schiffrin

& Barroway in the area of securities class action litigation.

RICHARD A. MANISKAS, an associateof the firm, received his law degree from

Widener University School of law, andreceived his undergraduate degree from

the University of Pittsburgh . While inlaw school, Mr. Maniskas served asInternal Editor of the Widener Journalof Public Law. He is licensed to practicelaw in Pennsylvania and the Distric t

of Columbia, and has been admitted to practice before the

United States District Court for the Eastern District ofPennsylvania. Mr. Maniskas works in the firm's case develop-ment department .

TOBIAS L. M.ILLROOD, an associateof the firm, co-manages the mass tort

department at Schiffrin & Barroway alongwith David Kessler . Mr. Millrood has beenactively involved in mass tort litigatio ninvolving Prempro (Hormone Therapy),VioxxQ, Fen-Phen , Baycol, Ivleridia,I'himerosal, Ephedra and Zyprexa . Mr.Millrood currently serves as Liaison

Counsel in In Re Hormone Therapy Litigation, PhiladelphiaCourt of Common Pleas . Mr. Millrood also serves on thePlaintiffs' Steering Committee in MDL 1 507 - In Re PremproProducts Liability and is Chair of the Association of TrialLawyers of America (ATLA) Hormone Therapy LitigationGroup . Mr. Millrood served as a Co-Chair of the ExpertCommittee in In Re Baycol Litigation , Philadelphia Court ofCommon Pleas . In Meridia, Mr. Millrood is Co-Chair of theATLA Meridia Litigation Group. He also served on theExecutive Committee of IVIDL 1481, In re Meridia ProductsLiability. In Thimerosal , Mr. Millrood serves on the ExecutiveCommittee of the Omnibus Autism Proceedings before theNational Vaccine Injury Compensation Program . In August2003 , Mr. Millrood 's article on Hormone Therapy was pub-lished in Trial magazine . Mr. Millrood speaks frequently at var-ious seminars , on the topics of Mass Tort Litigation , HormoneTherapy, Meridia, the Ethics of Settling Mass Tort Cases andElectronic Discovery . Mr. Millrood is a former member of thePennsylvania Trial Lawyers Board of Governors and theExecutive Committee of the Philadelphia B ar AssociationYoung Lawyers ' Division .

While at Anapol Schwartz , Mr . Millrood garnered severalnotable achievements, including serving as co -counsel in a$22 million medical malpractice verdict in Wallace v. Fraider

(Phila . CCP Mar. 2001), one of the highest in state history. Healso wrote and argued cases resulting in significant changes toPennsylvania law : Cullen v. Pennsylvania Prop. & Cos . Ins.Guar. Ass'n, 760 A .2d 1198 (Pa . Contmw. 2000) (Pennsylvaniaworkers' compensation carrier could not assert a subrogatedclaim for benefits that its insured's employee was precluded

from recovering in settlement of a related medical malpracticeclaim) ; and Estate of Magette v. Goodman, 2001 WL 218981(Pa . Super. 2001) (failure to retain evidence of EKG stripduring orthopedic surgery that resulted in death of patient

required new trial where court failed to give jury adverseinference instruction) .

TODD MOSSER, an associate of the fi rm,received his law degree, cum laude, fromThe University of Pittsburgh School of

Law in 2001, where he was inducted intow ~ z The Order of the Barristers . Mr. Mosser

received his undergraduate degree in Crimi-

nal Justice from Shippensburg University in1998, where he was inducted into Who'sWho in American Colleges and Universities .

Prior to joining Schiffrin & Barroway, Mr. Mosser wasan Assistant District Attorney in the Appeals Unit in thePhiladelphia District Attorney's Office . He successfullybriefed and argued a number of published cases, including :Commonwealth v. Young, 849 A.2d 1152 (Pa, 2004) ;Commonwealth v. Dillon, 2004 Pa. Super 457 (en bane);Commonwealth v. Butler, 856 A.2d 131 (Pa . Super. 2004) ; andCommonwealth v. Jackson, 849 A .2d 1254 (Pa . Super. 2004) .

Mr. Mosser is also a First Lieutenant in the United StatesArmy Reserves, JAG Corps . Mr. Mosser is licensed to practicelaw in Pennsylvania . He concentrates his practice at Schiffrin& Barroway in the area of securities litigation .

JODI L . M.URLAND, an associate ofthe firm, received her law degree from

Temple University School of Law, whereshe served as a note/comment editor ofthe Temple Law Review. Ms . Murlandreceived her undergraduate degree,magna cum laude, in CommunicationRhetoric from the University ofPittsburgh. Prior to joining Schiffri n

& I3arroway Ms . Murland was an associate in the BusinessLitigation Practice Group at Wolf, Block, Schorr and Solis-Cohen, LLP.

Ms. Murland is licensed to practice law in Pennsylvania

and is admitted to practice in the United States District Courtfor the Eastern District of Pennsylvania and the Third CircuitCourt of Appeals . She concentrates her practice in the area ofsecurities litigation .

10

CHRISTOPHER L. NELSON, anassociate of the firm, received his law

degree from Duke University School ofLaw, and his undergraduate degree in

„~ . Business, Economics, and the Law from

Washington University in St . Louis . Priorto joining Schiffrin & Barroway, Mr .Al*j"Nelson practiced with the Philadelphialaw firm of Berger & Montague, P.C. ,

where he was a securities litigator.Mr. Nelson is admitted to practice law in the Common-

wealth of Pennsylvania, the Supreme Court of the United

States, the United States Court of Appeals for the Fourth, Fifthand Ninth Circuits, and the United States District Court forthe Eastern District of Pennsylvania .

Mr. Nelson concentrates his practice in the area of securi-ties litigation, and is Lead or Co-Lead Counsel in numerous

pending nationwide class action securities cases .

WWI MICHELLE N. PETERSON, an associateof the firm, received her law degree fromWidener University School of Law in1999 . Ms . Peterson received her under-

i aduate degree from Temple University .Ms. Peterson is licensed to practice lawin Pennsylvania and New Jersey, and has

been admitted to practice before theUnited States District Courts for th e

Eastern District of Pennsylvania and District of New Jersey.Prior to joining Schiffrin & arroway, Ms . Peterson was anassociate with the law firm of Grant & Eisenhofer, P .A ., whereshe practiced complex commercial litigation, including theareas of securities litigation and consumer class actions . Ms.Peterson concentrates her practice with Schiffrin & Barrowayin the area of securities litigation .

NICHOLAS S . PULLEN, an associateof the firm, received his law degree, cumbode, from the Georgetown University

Law Center in 2000 . Upon graduation,Mr . Pullen worked at two prominentPhiladelphia law firms . In 2003, he joinedthe administration of Governor EdwardG. Rendeil, where he served as Chief

Counsel to the Pennsylvania Commissionon Crime and Delinquency. Most recently, Mr . Pullen served

as campaign manager for the Jim Eisenhower for AttorneyGeneral Campaign . He is licensed to practice law in

Pennsylvania, and has been admitted to practice in the UnitedStates District Court for the District of Colorado . Mr. Pullenserves in the firm's Institutional Relations department .

KAREN E. REILLY, an associate of the

Lfi rm, received her law degree from Pac eUniversity School of Law, where she wasa member of the Moot Court Board and

National Moot Court Team . Ms . Reillyreceived her undergraduate degree from

the State University of New York Collegeat Purchase . She is licensed to practice lawin Pennsylvania, New Jersey, New York,

Connecticut and Rhode Island, and has been admitted to prac-tice before the United States District Courts for the EasternDistrict of Pennsylvania, District of New Jersey, Southern andEastern Districts of New York, and the District of Connecticut .

Prior to joining Schiffrin & I3arroway, Ms . Reilly practicedat Pelino & Lentz, P.C ., in Philadelphia, where she litigated abroad range of complex commercial cases . Ms . Reilly concen-trates her practice in the area of securities litigation ,

STEVEN D. RESNICK, an associate ofthe firm, received his law degree fromThe Dickinson School of Law of The

Pennsylvania State University, and hisundergraduate degree, cum laude, fromWest Chester University. Mr. Resnick islicensed to practice law in Pennsylvania

and New Jersey, and has been admitted topractice before the United States District

Court for the Eastern District of Pennsylvania, the United

States Court of Appeals for the Third Circuit, the United StatesDistrict Court for the District of New Jersey and the United

States District Court for the District of Nebraska . Prior tojoining Schiffrin & Barroway, Mr. Resnick was an associate at

the firm of German, Gallagher & Murtagh, where his practiceconcentrated in the defense of medical malpractice, productsliability and premises liability. Mr. Resnick now concentrateshis practice in the area of mass tort litigation .

LEE D. RUDY, an associate of the firm,received his law degree from FordhamUniversity in 1996 . He is licensed topractice law in Pennsylvania and NewYork. From 1996 to 2002, Mr. Rudy wasan Assistant District Attorney in theManhattan District Attorney's Office,

where he prosecuted dozens of felonyjury trials to verdict, including robbery,

rape, and murder cases. From 2003 to 2005, Mr . Rudy was anAssistant United States Attorney in the District of New Jersey,where he investigated and prosecuted numerous fraud and

violent crime cases, and where he tried three major fraud casesto verdict in federal court. Mr. Rudy, along with Marc Topazand Eric Zagar manages the firm's mergers and acquisition

and shareholder derivative litigation department .

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MANNY SHACHMUROVE, an associateof the firm, received his law degree from

The University of Michigan Law School,where he was an Associate Editor of theMichigan Journal of Law Reform . Mr .Shachmurove received his Bachelor ofScience in Economics, cum laude, fro m

f The Wharton School at the University ofPennsylvania, where he was a JosephWharton Scholar.

L17A H. SHERMAN, an associate of thefirm, received her law degree from Temple

University School of Law. Ms . Shermanis also a graduate of Bryn Mawr College,where she earned her A .B in Sociologymagna cum laude. Prior to joining thefirm, Ms . Sherman was an associate atAshby & Geddes, P.C ., in Wilmington,Delaware, where she practiced in the areas

of corporate, commercial and bankruptcy litigation . She islicensed to practice in Pennsylvania and Delaware and hasbeen admitted to practice before the United States DistrictCourt for the District of Delaware . Ms. Sherman concentratesher practice in the areas of mergers and acquisitions litigation,as well as derivative litigation .

KAY E . SICKLES, an associate of thefirm, received her law degree from the

University of Pennsylvania School of LawShe received her undergraduate degreefrom Colgate University, graduating, withhonors, from the History department,Prior to joining the firm , Ms . Sickles wasan associate with Sandals & Langer, LLP,where she litigated complex class action s

arising out of violations of the ERISA and antitrust statutes .She is licensed to practice law in Pennsylvania and New Jersey,and has been admitted to practice before the United States

District Court for the Eastern District of Pennsylvania and theUnited States District Court for the District of New Jersey.Ms . Sickles concentrates her practice in the area of securitieslitigation and specializes in settlement ma tters .

TAMARA SKVIRSKY, an associate of thefirm, received her law degree, with honors,from The George Washington UniversityLaw School . Ms . Skvirsky received her

undergraduate degree, cum laude, from theUniversity of Pennsylvania . Ms . Skvirsky

is licensed to practice law in Pennsylvaniaand New Jersey, and concentrates herpractice in the firm's case developmentdepartment.

SANDRA C . SMITH, an associate ofthe firm, received her law degree fromTemple University School of Law, where

she was Editor-In-Chief of The TempleEnvironmental Law and Technology

Journal . Ms. Smith is also a graduate ofSt . Joseph's University, where she received

her B,A, in History. Prior to joiningSchiffrin & Barroway, Ms . Smith practiced

as a securities litigator with the Philadelphia law firm of

Berger & Montague, P.C. Ms . Smith is licensed to practice inPennsylvania and is admitted to practice before the United

States District Court for the Eastern District of Pennsylvania .Ms . Smith concentrates her practice in the area of mergers andacquisition litigation .

BENJAMIN J. SWEET, an associate ofthe firm, received his juris doctor from

the Dickinson School of Law, and his BA,cum laude, from the University ScholarsProgram of The Pennsylvania StateUniversity. While in law school, Mr . Sweetserved as Articles Editor of the DickinsonLaw Review, and was also awarded BestOral Advocate in the ATLA Junior Mock

Trial Competition. Prior to joining Schiffrin & Barroway, Mr .Sweet Practiced in the Pittsburgh office of Reed Smith LLP,where he specialized in complex civil litigation . While at ReedSmith, Mr. Sweet co-authored Assignability of Non-CompeteCovenants, 74 Pa . Bar. Q . 64 (April 2003) . Mr. Sweet is licensedto practice law in the Commonwealth of Pennsylvania, the

United States District Court for the Western District ofPennsylvania and the United States Courts of Appeals fo rboth the Second and Ninth Circuits .

Mr. Sweet concentrates his practice in the area of securitieslitigation and has helped obtain several multi-million dollar

settlements on behalf of class members in several nationwidefederal securities class actions, including In re Flextronics Int'lLtd. Secs. Litig., No. 03-cv-2102 (N .D. Cal . 2004), In re BlackBox Corp. Secs . Litig., No. 03-cv-112 (WD, Pa . 2004), and In re.ZomaxInc . Secs. Litig., No. 04-cv-1155 (D. Minn . 2005) . Mr .Sweet is currently Lead or Co-Lead Counsel in several pendingnationwide class action securities cases .

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HEATHER TASHMAN, an associateof the firm, received her law degree,

cum laude, from Villanova UniversitySchool of Law, where she was an

Associate Editor of Outside Articles forthe Villanova Environmental Law Journal .She also received an MBA from VillanovaUniversity in 2003 . Ms . Tashman receivedher undergraduate degrees, cunt laude,

in Art, History and Psychology from "I'ulane University in 2000 .Prior to joining Schiffrin & Barroway, Ms . Tashman was anassociate at Drinker Biddle and Reath LLP, where she special-ized in insurance litigation .

Ms. Tashman is admitted to practice law in Pennsylvaniaand New Jersey. She has also been admitted to practice beforethe United States District Court for the Eastern District ofPennsylvania . Ms . Tashman concentrates her practice atSchiffrin & Barroway in the area of securities litigation .

GERALD i7. WELLS, III, an associate of

the firm, received his law degree fromTemple University School of Law, where

he served on the editorial board of theEnvironment Law & Technology Journal,

and was President of the Student BarAssociation . Prior to joining the firm, Mr.Wells was an associate at Mager White &

Goldstein, LLP, where he practiced in th eareas of complex commercial litigation, antitrust and securitieslitigation . He is licensed to practice in Pennsylvania and New

Jersey, and has been admitted to practice before the UnitedStates District Court for the District of New Jersey. Mr. Wells

concentrates his practice in the areas of antitrust, ERISA, andconsumer protection .

II ROBIN WINCHESTER, an associateof the firm, received her law degreefrom Villanova University School ofLaw, and received her undergraduate

degree in Finance from St . Joseph'sUniversity. Prior to joining Schiffrin &Barroway, Ms . Winchester served as a lawclerk to the Honorable Robert F. Kelly inthe United States District Court for th e

Eastern District of Pennsylvania . Ms . Winchester is licensed topractice law in Pennsylvania and New Jersey, and has been

admitted to practice before the United States District Court forthe Eastern District of Pennsylvania. She concentrates her prac-tice in the area of securities litigation, and serves in the firm's

lead plaintiff department which involves working with clients,litigation strategy and lead plaintiff issues .

ERIC L. ZAGAR, an associate of the

firm, received his law degree from theUniversity of Michigan Law School, cumlaude, where he was an Associate Editorof the Michigan Law Review. He haspracticed law in Pennsylvania since 1995,

and previously served as a law clerk toJustice Sandra Schultz Newman of thePennsylvania Supreme Court, He is

admitted to practice law in Pennsylvania .Mr. Zagar concentrates his practice in the area of sharehold-

er derivative litigation . Mr. Zagar has served as Lead or Co-Leadcounsel in numerous derivative actions in courts throughout

the nation, including David v. Wolfen, Case No . 01-CC-03930(Orange County, CA) (Broadcom Corp . Derivative Action) ;In re PolyMedica Corporation Shareholder Derivative Litigation,Case No . 01-3446 (Middlesex County, MA); In Re Dynacq Int'l.Shareholder Derivative Litigation, Case No . 2002-07135 (HarrisCounty, TX) ; and Castillo v. Cavallaro, et al ., Case No . A467663(Clark County, NV) (Station Casinos, Inc . Class and DerivativeAction) . Mr . Zagar has successfully achieved significant mone-tary and corporate governance relief for the benefit of share-

holders, and has extensive experience litigating matters involv-ing Special Litigation Committees. In addition, Mr. Zagar, alongwith Marc Topaz and Lee Rudy, manages the firm's mergers and

acquisition and shareholder derivative litigation department .

ANDREW L . ZIVITZ, an associate ofthe firm, received his law degree from

Duke University School of Law, andreceived a Bachelor of Arts degree, withdistinction , from the University ofMichigan, Ann Arbor . Prior to joiningSchiffrin & Barroway, Mr. Zivitz practicedwith the Philadelphia law firms of Klehr,Harrison, Harvey, Branzburg & Ellers, LLP

and Drinker Biddle & Reath , LLP, where he litigated complexcommercial and environmental matters .

Mr. Zivitz is admitted to practice law in Pennsylvania andNew Jersey, and has been admitted to practice before the UnitedStates District Court for the Eastern District of Pennsylvania andthe United States District Court for the District of New Jersey.

Mr . Zivitz concentrates his practice in the area of securitieslitigation, and is Lead or Co-Lead Counsel in several of the

largest class action securities cases currently pending nation-wide . In addition , Mr . Zivitz has been instrumental in recover-ing more than $ 100 million for aggrieved investors in numer-ous securities class action litigations , including In re ComputerAssociates, No. 02-CV-1226 (E . D .N.Y.) and In reAon Corp.,No. 02 CV 5631 (N .D. Ill .) .

13

KENDALL S . ZYLSTRA, an associate at thefirm, received his law degree from Temple

University School of Law, where he gradu-ated with the Temple Law Alumni/ae Moo tCourt Award . Mr. Zyistra is licensed to

Eastern District of Pennsylvania , the District of Oregon, the

14

practice law in Pennsylvania, and has been

admitted to practice in the United StatesCourt of Appeals for the Ninth Circuit, the

United States District Courts for th e

Eastern District of Washington, and the Western District ofWashington, and the New Jersey Superior Court .

Prior to joining Schiffrin & Barroway, Mr. Zylstra practicedlaw at Berger & Montague, PC ., where he concentrated onantitrust and complex consumer protection litigation . He wasan Assistant District Attorney in Philadelphia from 1991 to

1996, primarily prosecuting sexual assault and domestic vio-lence cases . Mr. Zylstra also represented two classes of victims

of human radiation experimentation conceived and conductedby the federal government in conjunction with state and privatecontractors as part of the U.S. atonic weapons research program during the Cold War. He was principally responsible forall areas of litigation on behalf of prisoner experimentationsubjects, helping obtain settlements for over $4 .7 million com-bined, and significantly contributed to a reversal by the NinthCircuit Court of Appeals of a summary judgment dismissalof one of those cases on statute of limitations grounds . SeeBibeau, et at. v. Pacific Northwest Research Foundation, et at .,188 E3d 1105 (9th Cir . 1999) . In addition, Mr. Zyistra madesignificant contributions in winning substantial recoveries inthe Phen Fen litigation . Mr. Zystra, along with Marc Topaz,manages the firm's Antitrust department .

Consultants

KEVIN P. CAULEY serves in the firm'sinstitutional relations department . Mr .

Cauley is a graduate of Temple University.Prior to joining the fi rm, Mr. Cauley was

Director of Business Development forMBP Associates, one of the country's topmulti-family offices in New York City.Mr. Cauley has experience i n institutionalfiduciary investment consulting , money

manager selection, best trade executions, and asset allocationmodeling . He has held the Series 7, 24, 63, and 65 licenses withthe NASD . Mr . Cauley has also done political consulting in

coordinating and directing various aspects of field operationsfor local, state, and national campaigns in SoutheasternPennsylvania .

ROY JONES serves in the firm's institu-tional relations department . Mr. Jones

was educated at Oxford and CambridgeUniversities in the United Kingdom, an d

~.~ has a broad. and deep understanding of

he European pension world and its keyplayers . Furthermore, Mr. Jones is an

acknowledged expert on global corporategovernance trends, where he has advise d

the Organization for Economic Cooperation and Development

and the World Bank, among others . Mr. Jones works closelywith many of the firm's European clients .

EXHIBIT E

G R E E N ■ W E r, 1. z N G L L P

FIRM RESUME

Litigation Approach

The Firm's business strategy is to aggressively develop and pursue opportunities in thefield of class action litigation . The Firm's principals have many years of experience in classaction litigation . The Firm relies heavily on highspeed scanning and paperless distributionthrough their computer system to generate efficiencies in legal research and drafting, time-keeping, financial control and planning .

The Firm's class action practice involves claims relating to violations of antitrust law,consumer protection laws, truth in lending legislation, financial services, securities offerings,accounting malpractice, breach of fiduciary duties of corporate officers and directors, andproducts liability .

The aggressive, result-oriented approach to client representation applied by the Firm andits principals has been demonstrated in the following litigation :

• In Re: Providian Credit Card Cases . Robert S . Green was appointed co-leadcounsel in this national class action brought on behalf of Providian credit cardcustomers who were improperly charged late fees, higher interest rates on balancetransfers, and fees for add-on products, including Credit Protection, PricePro,Drive Pro, HealthPro, and credit line increases . The San Francisco Superior Courtapproved a settlement for $105 million, which covered restitution to Providiancustomers, "yin-kind" payments to customers, and the costs and expenses of thelitigation .

• In re: Tenet Healthcare Cases II . Jenelle Welling serves on the Plaintiffs'Executive Committee in this consolidated action seeking redress for uninsuredconsumers who received treatment from one of Tenet Healthcare's 42 Californiahospitals . The complaint alleged Tenet charged exorbitant and unconscionableprices, for example, marking up prescription drugs 1,038% on average, to increaserevenues and profits . A proposed settlement was reached in April 2005 thatprovides for restitution, injunctive relief and $4 million of cy pres damages .

• XO Communications, Inc. Securities Litigation . Green Welling LLP representedshareholders in class litigation pending in Delaware who suffered losses in

connection with XO's slide into bankruptcy in 2002 . In September 2002, theSupreme Court of New York approved a global settlement of the New York and

Delaware class action cases that provided a cash fund of over $8 million toshareholders .

235 PINE ST ■ FIFTEENTH FLOOR ■ SAN FRANCISCO ■ CALIFORNIA 9410 4

TEL (415) 477 .670© 6 FAX (415) 477 .5710 8 EMAIL GW§CLASSCOUNSEL .COMI ■ www CLASSCOUNSEL .COM

Page 2

• McKesson Inc. Derivative Litigation. McKesson-HBOC, Inc . lost $9 billion instock market capitalization in one day during April 1999 after announcing thatprior financial statements would be restated due to accounting errors . Rather thanpursuing the individuals and companies who participated in the conduct that led tothe accounting restatements, the company sued its own shareholders in a case thatwas promptly dismissed by the Ninth Circuit U .S . Court of Appeals . As co-counsel for plaintiff shareholders seeking to recover money on behalf of thecorporation from the wrongdoers, the firm obtained an important decision fromthe Delaware Supreme Court expanding the rights of shareholders to obtain andinspect corporate documents where there is a proper purpose for investigatingpotential wrongdoing . See Saito v . McKesson HBOC, Inc., 806 A.2d 113 (Del .Supr. 2002) . We are continuing to seek recovery in Delaware Chancery Court onbehalf of the company .

• Mitchell v. American Fair Credit Association . In February 2003, attorneys forGreen Welling LLP with co-counsel negotiated an $8 .6 million cash fund to bedistributed to victims of AFCA's credit repair scheme . Through the settlement,consumers also obtained debt forgiveness for outstanding membership dues andcredit repair .

• Prata v. Bank One . Green Welling LLP represented the plaintiff class in this caseinvolving "Same as Cash" credit card financing claims . On December 12, 2002,the Superior Court in Los Angeles approved a $3 million cash settlement forCalifornia consumers who participated in the "Same as Cash" financing plan .

• Prata v. GE Capital . Green Welling LLP restored another $2 .5 million toCalifornians who were duped by the "Same as Cash" advertising slogan andprogram that GE bought from Bank One . GE also agreed to refrain from using the"Same as Cash" slogan to advertise financing plans that require minimum monthlypayments .

• Calvin v. Zaken . Green Welling LLP attorneys represented retired and disabledindividuals who were drawn into the Zaken Company's work at home scheme .The case asserted claims under California's elder abuse statutes, the ConsumerLegal Remedies Act and California's Unfair Competition Law . Green Wellingobtained significant monetary relief for the plaintiffs and an enforceabl eagreement strictly regulating the advertising and business practices of the

defendants .

• Equitec Roll-Up Litigation. In 1994, Robert Green was a key member of the trialteam in this federal securities class action . Plaintiffs asserted claims in connectionwith the merger or "roll-up" of ten real estate limited partnerships . By the end of asix month trial, the defendants including Dean Witter, Smith Barney, Hallwoodand others had settled for over $30 million .

Page 3

Brauer v. Prirnetime 24 Joint Venture and DirecTV, Inc . In this national class

action, the Plaintiff sought damages for a class of 900,000 subscribers to satellite

TV, whose network programming (ABC, CBS, NBC, Fox) was cut off after

DirecTV and PrimeTime were found to have violated the United States Copyright

Act by retransmitting the programming to those subscribers. Under a settlement

valued at $44 million, the defendants provided a package of free, premium movie

programming to the class . The settlement was approved April 2001 .

In Re: Prison Realty Securities Litigation . In this lawsuit, shareholders of CCAPrison Realty Trust and Corrections Corporation of America sought damages onbehalf of investors against a real estate investment trust and its officers anddirectors, following defendants' alleged false statements made in the context of amerger between Corrections Corporation of America and CCA Prison RealtyTrust and subsequent operation of the merged entity . On February 13, 2001, theCourt granted final approval to a settlement for over $104 million in cash andstock .

In re Salomon Analyst Litigation . Green Welling LLP serve as co-lead counselfor the class . Pending in the U.S . District Court for the Southern District of NewYork, this case asserts claims against the securities analyst, Jack Grubman, and hisemployers at Solomon Smith Barney for manipulating the price of XO stock inorder to gain investment banking business .

Isco v. Kraemer (In re UDC Homes, Inc) . Securities class action against officersand directors of real estate development company and its auditors . Robert Greenassumed lead role in obtaining $16 .75 million in partial settlements . Mr. Greenalso participated as trial counsel in a five month trial against the company' soutside auditors .

In re Bridgestone/Firestone, Inc., ATX, ATX lI and Wilderness AT Tires Products

Liability Litigation . Robert Green served as chairman of the Law Committee of

this nationwide MDL products liability action brought on behalf of owners of

certain Firestone tires and Ford Explorers asserting claims under the Magnuson-

Moss Warranty Act, 15 U .S .C . §§ 2301 et seq ., state consumer protection statutesand common law. In March. 2004, a Texas court approved a nationwidesettlement with Firestone. Firestone agreed to spend $15 .4 million on consumereducation for three years and to implement tire design changes to provide better

high speed capacity . Firestone also will replace any recalled tires still on

consumers' vehicles at no charge . In June 2005, the Superior Court of Californiacertified a class of California residents that purchased Ford Explorers .

Page 4

Partners

Robert S. Green has practiced extensively in the fields of complex and class actionlitigation since 1988 . Before forming Green Welling, Mr. Green was a partner in the firm ofGirard & Green. He graduated with honors from the University of the Pacific, McGeorge Schoolof Law in 1984 . Mr. Green received his Masters of Business Administration degree fromCalifornia State University-Sacramento in 1989 and his undergraduate degree with distinctionfrom Oregon State University in 1981 . He is an active member of the National Association ofConsumer Attorneys (NACA) and of the Association of Trial Lawyers of America (ATLA), andis an Editorial Advisor for the Consumer Financial Services Law Report . Mr. Green also is amember of the Partners' Council for the National Consumer Law Center and is a formerChairman of the Board of Marin A IDS Interfaith Network .

Jenelle Welling graduated from the University of California Hastings College of the Lawin 2000, where she was honored with the American Jurisprudence Award in both Moot Court andTrial Advocacy. She also was a member of the Hastings Women's Law Journal . Prior to lawschool, Ms . Welling received a Masters Degree in Public Policy from the University ofCalifornia at Berkeley. She graduated with Highest Honors from the University of California atSan Diego with a Bachelor of Arts degree in Political Science . Ms . Welling is an active memberof the Bar Association of San Francisco (BASF), and the Consumer Attorneys of California(CAOC).

Associates

Kaman Naddaf graduated from UC Berkeley School of Law, Boalt Hall in 2003 . Shewas a member of the Berkeley Women's Law Journal and the Asian Law Journal . Ms. Naddafreceived two BAs from UC Berkeley where she graduated with distinction in general scholarshipand majored in both Political Science and Rhetoric . After earning her BA, she worked forAmericorps focusing on homeless policy reforms in the Bay Area .

Avin P. Sharma graduated from UC Hastings College of the Law in 2004 . He was amember of the Hastings International and Comparative Law Review . Mr. Sharma was a judicialextern at the San Francisco Superior Court for the Honorable A . James Robertson II, theHonorable James J . McBride, and the Honorable Ronald E . Quidachay . He was also a judicialextern for the Honorable Saundra B . Armstrong of the U.S . District Court for the NorthernDistrict of California . Mr. Sharma received a B .A. in Business Economics and a B .A . in PoliticalScience from the University of California at Santa Barbara.

Brian S . Umpierre graduated from Villanova University School of Law in 1998 . He wasan extern for the U .S . Environmental Protection Agency - Region III in Philadelphia, PA and amember of the Latin American Law Students Association . He is a graduate of the University ofScranton, where he was a member of Alpha Kappa Delta, the International Sociology HonorSociety . Brian Umpierre is licensed to practice in California .

EXHIBIT F

Case 3:05-cv-00882-CRB Document 19 Filed 06/10/2005 Page 1 of 4

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

In re LEADIS TECHNOLOGY, INC . ) Master File No. C-5-01882-CRBSECURITIES LITIGATION )

} CLASS ACTION

This Document Relates To : All Actions ) [PROPOSED) ORDER APPOINTINGTHE LE GROUP AS LEA D

j PLAINTIFF AND APPOINTING LEADCOUNSEL

[ .Proposedi Order Appointing The Le Group As Lead Plaintiff-Case No . C-5-0882-CRB

Case 3:05-cv-00882-CRB Document 19 Filed 06/10/2005 Page 2 of 4

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WHEREAS, the above-captioned consolidated action is pending before this Court :

WHEREAS, the plaintiff in the action above allegedly purchased or otherwise acquired

Leadis Technology, Inc . (the "Company") securities pursuant and/or traceable to the Company's

Initial Public Offering ("IPO") on or about June 16, 2004 (the "Class Period"), and has alleged ,

if among other things, violations of Sections 11 and 15 of the Securities Act of 1933 (th e

"Securities Act") against defendants Leadis Technoloogy, Inc . and certain officers and directors ;

WHEREAS, on March 2, 2005, pursuant to Section 27 (a)(3)(A)(i) of the Securities Act ,

15 U.S.C. § 77z-I(a)(3)(A)(i), plaintiff in the action entitled Safron Capital Corp. v. Leadis

Technology; Inc., et al., Case No. C-05-882 (N.D. Cal .) (filed on March 2, 2005) published a

notice of pendency of action on Business Wire as required by Section 27 (a)(3)(A) of th e

Securities Act ;

WHEREAS, pursuant to Section 27 (a)(3) of the Securities Act, any purported class

member desiring to be appointed lead plaintiff was required to have filed such a motion by May

2,2005; and

WHEREAS , putative class members Ngoan Van Le, Richard Beedenbender and Scot t

16 Strouse (the, "Le Group" or 4.' ovant,") have moved, pursuant to Section 27 (a)(3) of the

17 Securities Act to ° appointment as Lead Plaintiff fcir the Class, for approval of Schiffrln &

18 Barroway, LLP as Lead Counsel for lead plaintiff and the Class, and Green Welling LLP as

19 Liaison Counsel for lead plaintiff and the Class .

20 WHEREFORE, IT IS HEREBY OR I)E=:RU) as follows:

21 1 . The Le Group is the most adequate plaintiff and is appointed Lead Plaintiff for the

22 Class in this action and any subsequently consolidated or related actions to represent the Class .

23 2. Lead Plaintiff's selection of lead counsel and liaison counsel for lead plaintiff an d

24 11 the Class is hereby approved . The law firm of Schiffrin & Barroway, LLP is appointed as Lead

25 Counsel and the law firm of Green Welling LLP is appointed as Liaison Counsel pursuant t o

26 Section 27 (a)(3)(B)(v) of the Securities Act .

27 3. Lead Counsel shall have the authority to speak for all plaintiffs and class members

28 in all matters regarding the litigation including, but not limited to, pre-trial proceedings, motio n

[Proposed ] Order Appointing The Le Group As Lead Plaintiff-Case No. C-5-0882-CRB 2

Case 3:05-cv-00882-CRB Document 19 Filed 06/10/2005 Page 3 of 4

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practice, trial and settlement, and shall make all work assignments in such a manner as to

facilitate the orderly and efficient prosecution of this litigation and to avoid duplicative or

unproductive effort . Additionally, lead counsel shall have the following responsibilities :

a. to brief and argue motions ;

b , to initiate and conduct discovery, including, without limitation,

coordination of discovery with defendants' counsel, the preparation of written interrogatories,

requests for admissions, and requests for production of documents ;

c . to direct and coordinate the examination of witnesses in depositions ;

d. to act as spokesperson at pretrial conferences ;

e. to call and chair meetings of plaintiffs' Counsel as appropriate or necessar y

from time to time ;

f. to initiate and conduct any settlement negotiations with counsel for

defendants ;

g. to provide general coordination of the activities of plaintiffs' counsel and

to delegate work responsibilities to selected counsel as may be required in such a manner as to

lead to the orderly and efficient prosecution of this litigation and to avoid duplication o r

unproductive effort ;

h . to consult with and employ experts ;

i . to receive and review periodic time reports of all attorneys on behalf of

plaintiffs, to determine if the time is being spent appropriately and for the benefit of plaintiffs,

and to determine and distribute plaintiffs' attorneys' fees ; and

j . to perform such other duties as may be expressly authorized by further

order of this Court .

4. Lead Counsel shall be responsible for coordinating all activities and appearances

on behalf of the Class and for disseminating notices and orders of this Court .

5 . No motion, application or request for discovery shall be served or filed, or other

pretrial proceedings initiated, on behalf of lead plaintiff, except through lead counsel .

[Proposed? Order Appointing The Le Group As Lead Plaintiff-

Case No . G5-0882 -CRB 3

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6. All notices, proposed orders, pleadings, motions, discovery, and memoranda

requiring a response in less than 30 days shall be served upon lead counsel and defense counsel

in PDF format and emailed the day of filing with exhibits to follow by overnight mail service,

telecopy, or hand delivery .

7 . All other service shall take place by regular mail .

8 . Lead counsel for the Class shall be available and responsible for communications

to and from the Court .

9 . Defendants' counsel may rely upon all agreements made with lead counsel, or

other duly authorized representatives of lead plaintiff .

10. This Order shall apply to each case subsequently filed in this Court or transferred

:o this Court, unless a party objecting to the consolidation of such case or to any other provision

)f this Order files within ten (10) days after the date upon which a copy of this Order is mailed to

ounsel for such party, an application for relief from this Order or any provision herein and thi s

14 Cou rt deems it appropriate to grant such applicati on .

15 IT IS SO ORDERED.

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17 D A T E D ji n r ,_ j l.1 7005

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Submitted by:20

11131I'J auI4 4t[f111S 1\ .

Robert S . Green (State Bar No. 136183)21 GIREEN WELLING LL.'

22 235 Pine Street, 15th FloorSan Francisco, CA 94104

23 Telephone: (415) 477-670024 Facsimile: (415) 477-6710

25 [Proposed] Liaison Counsel

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[Proposed] Order App o inting The Le Group As Lead PlaintiffCase No. C-5-0882-CRB 4