UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF VIRGINIA(Alexandria Division)

___, On Behalf of Themselves and All OthersSimilarly Situated,

Plaintiff,

vs.

ADVANCED SWITCHINGCOMMUNICATIONS INC.,

ASGHAR D. MOSTAFA,

HARRY J. D'ANDREA,

ROBERT TED ENLOE, III,

BETSY S. ATKINS,

RONALD S. WESTERNIK, and

MORGAN STANLEY DEAN WITTER,

Defendants.

)))))))))))))))))

Civil Action No. _____________

JURY TRIAL DEMANDED

COMPLAINT

Plaintiffs, individually and on behalf of all other persons similarly situated, by their

undersigned attorneys, makes the following allegations upon personal knowledge as to themselves

and upon information and belief as to all other matters, including published reports and news articles

as follows:

SUMMARY AND OVERVIEW

1. This is a securities class action on behalf of all purchasers of the common stock of

Advanced Switching Communications Inc. ("Advanced Switching" or the "Company") between

10/5/00 and 2/12/02 (the "Class Period"), against Advanced Switching and certain of its officers and

directors and the lead underwriters of its Initial Public Offering ("IPO") for violations of the

Securities Act of 1933 (the "1933 Act") and the Securities Exchange Act of 1934 (the "1934 Act").

Advanced Switching designed products intended to enable telecommunication service providers to

offer high speed, or broadband, services to end-users.

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2. On October 5, 2000, Advanced Switching completed its IPO pursuant to a Prospectus

and Form S-1 Registration Statement in which it represented that it had signed a $24 million contract

with Qwest Communications, Inc. ("Qwest"), that its A-4000 product was being shipped and its A-

4500 product would be available in 2001.

3. The IPO was successful as the Company was able to sell 7.1 million shares at $15

per share and raise $98.7 million, net of offering costs. The underwriters of the offering received

some $7 million in commissions.

4. In fact, at the time of the IPO, the Prospectus and Registration Statement concealed

that Advanced Switching's largest customer was having significant problems with Advanced

Switching products, another significant customer had informed the Company it was over-inventoried

and that the agreement with Qwest was contingent on Advanced Switching complying with terms

the Company could not complete. Moreover, the Company had not even started on the A-4500 such

that it was impossible that this product would be available in 2001.

5. Later, subsequent to the IPO, defendants stated customers were deploying the A-

4000, which did not occur, and that Advanced Switching offered DS-O to OC-192 capability which,

in fact, the Company had not been able to offer.

6. On 7/2/01, Advanced Switching admitted that 2ndQ 01 results would be extremely

disappointing with a loss four times as high as expected and revenues of only $1 million compared

to forecasts of $13 million. The Company's subsequent results were horrible.

7. On 2/5/02, the Company announced that it would be liquidated, essentially admitting

it had been a complete failure as a public company. The A-4500 was not available in 2001 and the

Qwest contract was a debacle due to Advanced Switching's inability to meet the terms of the

contract.

8. Then on 02/12/02, the Company announced that a major customer had asked for a

$17 million refund due to a defective product being shipped.

9. The stock now trades for only $1.15.

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JURISDICTION AND VENUE

10. Jurisdiction is conferred by §22(a) of the 1933 Act and §27 of the 1934 Act. The

claims asserted herein arise under §§11 and 15 of the 1933 Act and under §§10(b) and 20(a) of the

1934 Act and Rule 10b-5.

11. Venue is proper in this District pursuant to §22 of the 1933 Act and §27 of the 1934

Act. Many of the false and misleading statements were made in or issued from this District.

12. The Company's corporate headquarters are in Vienna, Virginia, where the day-to-day

operations of the Company are directed and managed.

THE PARTIES

13. Plaintiff ___, purchased Advanced Switching common stock as described in the

attached certification and was damaged thereby.

14. (a) Defendant Asghar D. Mostafa ("Mostafa") was, during the Class Period, the

Company's Chairman, Chief Executive Officer, and President. Mostafa signed the false and

misleading Registration Statement prepared pursuant to the Company's IPO.

(b) Defendant Harry J. D'Andrea ("D'Andrea") was, during the Class Period, the

Company's Chief Financial Officer. D'Andrea signed the false and misleading Registration

Statement prepared pursuant to the Company's IPO.

(c) Defendant Robert Ted Enloe, III ("Enloe") was, during the Class Period, a

director of Advanced Switching. Enloe signed the false and misleading Registration Statement

prepared pursuant to the Company's IPO.

(d) Defendant Betsy Atkins ("Atkins") was, during the Class Period, a director

of Advanced Switching. Atkins signed the false and misleading Registration Statement prepared

pursuant to the Company's IPO.

(e) Defendant Ronald S. Westernik ("Westernik") was, until his resignation on

8/3/01, the Company's Senior Vice President of Worldwide Sales and Service. Westernik signed

the false and misleading Registration Statement prepared pursuant to the Company's IPO.

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15. Defendant Advanced Switching designed products intended to enable

telecommunication service providers to offer high speed, or broadband, services to end-users. The

Company stock is traded in an efficient market on the NASDAQ national market system.

16. The individuals named as defendants in ¶14(a)-(e) are referred to herein as the

"Individual Defendants." The Individual Defendants, because of their positions with the Company,

possessed the power and authority to control the contents of Advanced Switching's quarterly reports,

press releases and presentations to securities analysts, money and portfolio managers and

institutional investors, i.e., the market. Each defendant was provided with copies of the Company's

reports and press releases alleged herein to be misleading prior to or shortly after their issuance and

had the ability and opportunity to prevent their issuance or cause them to be corrected. Because of

their positions and access to material non-public information available to them but not to the public,

each of these defendants knew that the adverse facts specified herein had not been disclosed to and

were being concealed from the public and that the positive representations which were being made

were then materially false and misleading. The Individual Defendants are liable for the false

statements pleaded herein at ¶¶25-26, 47-48, 50-51, 53-54, 56-57 and 59-64, as those statements

were each "group-published" information, the result of the collective actions of the Individual

Defendants.

17. Underwriter defendant Morgan Stanley Dean Witter ("Morgan Stanley") was the

"qualified independent underwriter," pursuant to Rule 2720 of the National Association of Securities

Dealers (the "NASD"), of the Company's shares sold pursuant to the IPO.

BACKGROUND

18. Advanced Switching was intended to be a designer and marketed a line of broadband

access platforms to telecommunications service providers. Its compact and software-configurable

products were to enable its customers to transmit voice, data and multimedia communications traffic

more rapidly and cost-effectively while preserving their investments in existing communications

systems.

19. The Company was co-founded in 1998 by Mostafa, Westernik and James Loehndorf.

It was intended to provide solutions at the local access network level for customers to extend the

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high-speed benefits of pocket technology to load access applications. In 1999, Advanced Switching

shipped it's A-1000, A-2000 and A-1240 products which supported low to medium customer density

points of presence. By 2000, the Company was able to generate significant revenues selling the A-

1240 product to Broadband Office and Intermedia. These customers were at least partially willing

to buy from Advanced Switching because Advanced Switching gave the customers hundreds of

thousands of warrants to buy Advanced Switching stock. Advanced Switching was also attempting

to sell to Qwest, which needed a product which would work at high customer density points and

presence. The Company had been working at building such a product, the A-4000.

20. By the summer of 2000, Advanced Switching was working with Morgan Stanley to

complete its IPO. The IPO was essential to Advanced Switching and the Individual Defendants for

several reasons:

(a) Advanced Switching needed cash. Despite its increased sales, it was still

burning through cash as its investments in research and development had not yet reached fruition.

Between 12/31/99 and 6/30/00, Advanced Switching's cash and short-term investments declined

from $33 million to $16 million.

(b) The warrants Advanced Switching had issued to its customers, including to

Intermedia and Broadband Office, contemplated an eventual IPO which would make the warrants

valuable. Absent the IPO, sales to these customers were unlikely to continue.

(c) The Individual Defendants wished to have a market to sell their own

investments in Advanced Switching stock. Absent the IPO, they were locked into an illiquid

investment.

21. By the fall of 2000, Morgan Stanley and the Individual Defendants faced several

obstacles in completing the IPO. First, the telecommunications market was in significant decline,

meaning the appetite for new issues was much less than it had been even eight months earlier.

Second, the A-1240 product was not functioning properly and Broadband Office was unhappy with

the product. Third, the A-4000 product did not work. The design for this product simply would not

work for high customer density applications and Mostafa and Westernik had been warned in the

summer of 2000 internally that the product should be scrapped and they should start from scratch.

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22. However, defendants knew if they acknowledged these problems the IPO would be

either delayed indefinitely or cancelled. Thus, defendants continued working on the Registration

Statement and Prospectus concealing the severe product problems experienced by Advanced

Switching. Defendants also continued to work to sign an agreement with Qwest which Morgan

Stanley had told them should be part of the Registration Statement.

23. The Registration Statement and Prospectus were also drafted to represent that

Advanced Switching had several new products which would be available in 2001 which would offer

even more capability. This included the A-4500, which was to provide for high customer density

points of presence at network hubs. In fact, by 10/00, Advanced Switching had not even started

working on the product. No backplane had been selected, no engineering staff had been assigned,

no system design had occurred and there was no prototype.

24. Despite these deficiencies, Advanced Switching went forward with the IPO.

Subsequent to the IPO, defendants continued to make false and misleading statements to keep the

stock up so they could unload their shares once the 6-month lock-up expired in 4/01, in an ultimately

unsuccessful effort to unload their shares prior to disclosure of the bad news.

VIOLATION OF 1933 ACT

THE FALSE AND MISLEADING IPO,REGISTRATION STATEMENT AND PROSPECTUS

25. On October 5, 2000, Advanced Switching filed a Prospectus and Form S-1/A

Registration Statement ("Prospectus") pursuant to the offering of 6,250,000 shares of its common

stock at $15.00 per share, as well as 937,500 shares offered pursuant to an overallotment. The

Prospectus represented that:

Our product family of broadband access platforms includes the A-1000, A-2000, A-1240, A-3010 and A-4000. Our unique, scalable architecture provides costeffective access solutions at a variety of port densities, large or small. Each of Ourcompact, stackable platforms, the A-1000, the A-2000, the A-1240, and the A-3010operates as a complete stand-alone system or as a card, or component, in the A-4000,which contains 18 slots to house these individual cards. The following tablesummarizes our product line. All of the products set forth below are currentlycommercially available, except the following, which are expected to be available in2001:

• the A-4500, a multi-slot system with high-speed opticalswitching capabilities;

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• the A-5040, a card with four high-speed 155 Mbps (OC-3c)optical connections; and

• the A-7010, a card with one high-speed 622 Mbps (OC-12c)optical connection.

* * *

The fundamental building block of our broadband access systems is oursystem-on-a-card design. We have engineered compact entry-level systems thatcontain all of the components necessary for a service provider to deliver broadbandservices. With traditional systems, customers must make a considerable upfrontinvestment in costly equipment before installing the components that connect to end-users. Our customers can stack our individual single-slot products as the number oftheir end-users grows, and eventually move to our multi-slot products withconsiderably lower upfront costs than with traditional equipment. In addition, thecards used in our single-slot products may be removed and inserted into our A-4000multi-slot product, allowing our customers to preserve their initial investments.

* * *

We have designed a customer switch fabric explicitly for the needs of accessnetworks. Our fabric employs a proprietary network processor. Our networkprocessor is unique in that it natively supports both cell-based, or fixed length, andframe-based, or variable length, packet-oriented protocols without requiringconversion between the protocols. Since cell-based protocols are able to prioritizetraffic and ensure that time sensitive voice traffic is not delayed, the predominantapproach to providing integrated voice-data services in today's access networkscenters around cell-based protocols, such as ATM. Because of the pervasiveness ofthe Internet and the growth in related traffic, an eventual migration to an Internetprotocol or variable length packet based protocol is possible. Our products' switchfabric anticipates a migration to a native Internet protocol approach. With nativesupport of both cell- and frame-based packet protocols, our switch fabric adapts tothe needs of today's access networks, while providing flexibility to evolve withoutmajor hardware modifications.

* * *

RECENT DEVELOPMENTS

On October 3, 2000 we entered into a procurement agreement with QwestCommunications Corporation. Under that agreement, Qwest has agreed to purchase$24 million of our products through the end of 2001. The agreement alsocontemplates possible additional purchases during 2002. The actual amount andtiming of purchases by Qwest are uncertain and depend on future productdevelopments and other factors, some of which are beyond our control. Qwest canterminate the agreement if we fail to deliver our products as set forth in the contractor if another person acquires 50% or more of Qwest's voting securities orsubstantially all of its assets.

* * *

For the year ended December 31, 1999, 2nd Century Communications andAccessLan accounted for 22% and 53% of our revenue. These same customersaccounted for 11% and 10% of our revenue for the six months ended June 30, 2000,

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while Broadband Office accounted for 53% of our revenue for the six months endedJune 30, 2000.

* * *

– Multi-Service Capabilities. Our products' ports, which transmit and receivedata to and from physical access lines, are individually software configurable tosupport various transmission protocols, including frame relay, ATM, and TDM (forvoice).

* * *

CUSTOMERS

We market to telecommunications and data communications serviceproviders worldwide. Customers that have purchased or committed to purchase inexcess of $100,000 of our products through September 30, 2000: AccessLan,BroadBand Office, Broadview Networks, Dishnet DSL, IntermediaCommunications, Inc., mPower Communications, Qwest Communications, 2ndCentury Communications, Urban Media and UUNet.

26. The Prospectus also contained a product chart which represented that the A-1240 and

A-3010 products supported VLAN via a 10/100 Ethernet Port. The Prospectus contained graphics

of the Company's products, including what it represented were the "higher speeds and expanded

services" of the A-4500, and stated:

As the number of end-users increases, customers can stack individual systems andeventually move to our multi-slot products using the same cards.

27. In fact, these statements in the Registration Statement and Prospectus were materially

false and misleading as:

(a) The A-4500 would in no way be commercially available in 2001 as it had not

even been started in by 10/5/00. The Company had not selected a backplane, had not assigned an

engineering team, had not created a prototype, had no chipset and had not performed systems design;

(b) The VLAN capabilities of the A-1240 and A-3010 via the 10/100 Ethernet

did not then, and never did, work;

(c) The A-4000 product was extremely problematic in that it could not perform

the high customer density access represented to customers and to investors. The system design for

this product was improper such that it would have been preferable to scrap the product and start

over;

(d) The A-4000 had not been commercially installed in any account;

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(e) Advanced Switching did not disclose that AccessLan, one of their largest

customers, had given them a forecast of zero going forward and was on credit hold and had a

significant amount of inventory in the warehouse such that it was over-inventoried;

(f) The contract with Qwest was a sham on Advanced Switching's part since the

Company could not accomplish most of the requirements of the contract and the A-4000 would not

work to Qwest's requirements, such that the contract was not worth $24 million to Advanced

Switching;

(g) The statements about Advanced Switching's customers were false and

misleading as the Prospectus failed to disclose that (i) AccessLan was not planning to purchase any

new product from Advanced Switching and actually wanted to return the excess A-1240 product it

had already received from the Company; (ii) Broadband Office had so many problems with the A-

1240 products it would need them replaced; (iii) Qwest had never installed an Advanced Switching

system; and (iv) Urban Media was on the verge of bankruptcy at this time;

(h) Advanced Switching did not support native TDM for voice – they only

supported Circuit Emulation Services;

(i) The use of the plural of "multi-slot products" was false as the Company only

had one multi-slot product; and

(j) The A-1240 did not have the “horse power” or CPU to do the access routing

required by Advanced Switching's customers, including Broadband Office. The product had not

been engineered to carry customer traffic, but rather was designed to be a management port.

28. The IPO was successful, yielding $98.7 million in net proceeds to the Company,

including the overallotment. Morgan Stanley was lead underwriter of the offering and received the

lion's share of the $7 million in underwriting fees.

29. Advanced Switching's business ultimately imploded due to its failure to ship working

products. The A-4500 product was never made available and the Qwest contract ended in disputes,

with Qwest demanding its money back for what it had paid Advanced Switching. The Company's

stock now trades at $1.15, a fraction of the $15 IPO offering price.

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COUNT I

Violation of §11 the 1933 Act AgainstDefendants Advanced Switching, Mostafa, D'Andrea,

Enloe, Atkins, Westernik and Morgan Stanley

30. Plaintiff incorporates ¶¶1-4, 10-29 and 73-78. Plaintiff for purposes of this claim

disclaims any allegations of fraud. This claim is brought on behalf of a Class of all purchasers of

Advanced Switching common stock issued pursuant to Advanced Switching's 10/5/00

Prospectus/Registration Statement who were damaged thereby, seeking to pursue remedies under

the 1933 Act against Advanced Switching, the issuer of the stock, Mostafa, D'Andrea, Enloe, Atkins

and Westernik, who were Advanced Switching's officers and directors and/or signatories of the

Registration Statement for the 10/5/00 Offering ("Offering" or "IPO"). Advanced Switching, as the

issuer, and the Individual Defendants signed the Registration Statement, which contained untrue

statements of material fact or omitted to state facts required to be stated therein or necessary to make

the statements therein not misleading, and are liable under §11(a)(1) and (2).

31. Each of the defendants named in this Count is liable under §11(a) because the

Registration Statement, when it became effective, contained an untrue statement of material fact or

omitted to state material facts required to be stated therein or necessary to make the statements

therein not misleading.

32. Advanced Switching went public on 10/5/00 in an IPO pursuant to the Registration

Statement filed and effective with the SEC, at $15 per share, in which Advanced Switching sold 7.1

million shares, raising over $98.7 million.

33. Mostafa, D'Andrea, Enloe, Atkins and Westernik each signed the Registration

Statement. Because the Registration Statement contained untrue statements of material fact or

omitted to state a material fact required to be stated therein or necessary to make the facts stated

therein not misleading, each of these defendants is liable as "a person who signed the Registration

Statement," under §11(a)(1), 15 U.S.C. §77k(a)(1).

34. Mostafa, D'Andrea, Enloe, Atkins and Westernik were officers and/or directors of

Advanced Switching when the Registration Statement became effective. Because the Registration

Statement contained untrue statements of material fact or omitted to state material facts required to

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be stated therein or necessary to make the facts stated therein not misleading, each of these

defendants is liable as a director under §11(a)(2), 15 U.S.C. §77k(a)(2).

35. This Count is also asserted against Morgan Stanley for violations of §11 of the 1933

Act, on behalf of all persons who purchased shares of Advanced Switching issued in connection

with or traceable to the IPO on 10/5/00.

36. Morgan Stanley issued, caused to be issued, and participated in the issuance of the

materially false and misleading Registration Statement and Prospectus, which misrepresented or

failed to disclose, inter alia, the material facts concerning the products and business of Advanced

Switching as set forth herein.

37. As underwriters of the IPO, Morgan Stanley is liable under §11 of the 1933 Act.

Morgan Stanley owed to the purchasers of Advanced Switching stock, including plaintiff and

members of the Class, the duty to make a reasonable and diligent investigation of the statements

contained in the Registration Statement, including the Prospectus, at the time it became effective,

to assure that those statements were true and that there was no omission to state material facts

required to be stated in order to make the statements contained therein not misleading.

38. Plaintiff and other members of the Class purchased Advanced Switching common

stock pursuant to and traceable to the stock offering without knowledge of the untruths or omissions

alleged herein, and sustained damages as a result. Plaintiff and the other members of the Class could

not have reasonably discovered the nature of defendants' untruths and omissions.

39. In connection with the IPO, the Morgan Stanley, directly or indirectly, used the

means and instrumentalities of interstate commerce and the U.S. mails.

40. By reason of the foregoing, Morgan Stanley violated §11 of the 1933 Act and is liable

to plaintiff and the other members of the Class, each of whom has been damaged by reason of such

violations.

41. This action was brought within one year after the discovery of the untrue statements

and omissions and less than three years after the stock offering.

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COUNT II

Violation of §15 of the 1933 Act AgainstDefendants Mostafa, D'Andrea, Enloe, Atkins and Westernik

42. Plaintiff incorporates ¶¶1-4, 10-34 and 73-78. Mostafa, D'Andrea, Enloe, Atkins and

Westernik, by reason of their positions with Advanced Switching and stock ownership, were

controlling persons of Advanced Switching and are liable under §15 of the 1933 Act.

VIOLATION OF THE 1934 ACT

43. Subsequent to completing the IPO, Advanced Switching and the Individual

Defendants also engaged in a scheme to inflate the price of Advanced Switching stock by making

false statements about the Company's business and products while knowing such statements were

false and misleading.

SCIENTER

44. Defendants were motivated to make false statements about Advanced Switching's

business subsequent to the IPO. The IPO Prospectus had contained a lock-up agreement providing

that the Individual Defendants would not sell their Advanced Switching stock until 180 days from

the date of the IPO. Thus, it was important that the stock continue to trade at artificially inflated

levels even after the IPO. Later, when its stock dropped, defendants were trying to sell the Company

to BATM Advanced Communications, Ltd., so they continued to make false statements.

45. Defendants knew or recklessly disregarded that the misleading statements and

omissions complained of herein would adversely affect the integrity of the market for the Company's

common stock and would cause the price of the Company's common stock to become artificially

inflated. In fact, Mostafa and Westernik had been told in the summer of 2000 that the A-4000 did

not work and its design would make it impossible to work. The recommendation was that the

Company should scrap the product and start over on it. Defendants acted knowingly or in such a

reckless manner as to constitute a fraud and deceit upon plaintiff and other members of the Class.

FRAUDULENT SCHEME AND COURSE OF BUSINESS

46. Defendants are liable for (i) making false statements, or (ii) failing to disclose

adverse facts about Advanced Switching's business, customers and products. Defendants' fraudulent

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scheme and course of business that operated as a fraud or deceit on purchasers of Advanced

Switching's common stock was a success, as it: (i) deceived the investing public regarding Advanced

Switching's business, customers and products; (ii) artificially inflated the price of Advanced

Switching common stock; and (iii) caused plaintiff and other members of the Class to purchase

Advanced Switching common stock at inflated prices.

DEFENDANTS' FALSE AND MISLEADINGSTATEMENTS ISSUED DURING THE CLASS PERIOD

47. On 10/19/00, Advanced Switching announced "record" 3rdQ 00 results in a release

which stated in part:

Revenue for the third quarter of 2000 was $11.0 million compared with $7.9million for the second quarter ended June 30, 2000, an increase of 39 percent. Grossmargin for the third quarter of 2000 was 34.0% up from 27.2% in the second quarterof this year. Pro forma net loss, excluding stock-based compensation and any costof warrants issued, for the third quarter of fiscal 2000 was $2.7 million or $0.08 pershare, compared with a pro forma net loss of $2.9 million or $0.08 per share for thesecond quarter of fiscal 2000.

Quarterly results for the period ended September 30, 2000 compared to theperiod ended September 30, 1999 were as follows. Revenue increased $9.8 million,or 817%, to $11.0 million for the third quarter of 2000 from $1.2 million for thesame period a year ago. The pro forma net loss for the third quarter of fiscal 2000was $2.7 million or $0.08 per share compared with a pro forma net loss of $2.2million, or $0.09 per share for the third quarter of fiscal 1999.

* * *

"We are pleased with the progress we made this quarter," said AsgharMostafa, ASC's president and CEO. "We plan to continue to deliver innovativebroadband access network products that give service providers high-speed on-rampsto core optical networks. In today's market, ASC's key benefits and features –including enhanced revenue opportunity, scalable product architecture, multi-servicecapabilities and reduced operating costs – allow service providers to rapidly andcost-effectively deliver broadband services to their customers."

48. On 11/13/00, Advanced Switching announced a multi-year agreement to support

Qwest's deployment of packet-based networks for next-generation broadband access. The release

stated:

Qwest has agreed to purchase ASC's access network products, which will serve ashigh-speed on-ramps to Qwest's optical broadband Internet network.

The ASC solution will be part of Qwest's access initiative to rapidly and cost-effectively extend broadband Internet and corporate network services to a widespectrum of customers in markets of all sizes. Qwest is deploying ASC's productsto improve provisioning time, service flexibility and bandwidth capacity by

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consolidating multiple technologies and equipment into ASC's compact, multi-service solution. The ASC deployment will significantly reduce operationalcomplexity and costs by bringing network intelligence and faster packet technologycloser to customers without requiring additional investment in traditional TDM-oriented technology.

* * *

"As a leader in broadband communications, Qwest recognizes that customerswill continue to demand access at greater speeds. Improving performance in theaccess portion of their network will accelerate the delivery of new broadbandservices to more end-users," said Asghar Mostafa, ASC's president and CEO. "WithASC's high-speed optical on-ramps in place, Qwest can now extend high-speedaccess directly to their customers."

49. On 12/11/00, The Wall Street Transcript published an interview with Mostafa in

which Mostafa was quoted as saying:

We have shipped products to some of the world's leading communicationscompanies, companies including Qwest, UUNET, Intermedia Communications Inc.,as well as some of the new emerging service providers like 2nd CenturyCommunications, BroadBand Office and Urban Media. These companies aredeploying ASC products specifically to eliminate the access bottleneck from theirnetworks.

* * *

Our focus is to enable broadband services for all markets, to give carriers theflexibility to offer better service for their customers, increase their market share andbecome more profitable in whatever markets they serve. Our competitors, on theother hand, designed their products for the core of the network and they are tryingto push this core-designed technology out to the access network. The problem is, itdoesn't have the flexibility, cost-effectiveness or basic scalability that serviceproviders need to address the access network. I think that is one of the reasons you'llfind us winning against competitors like Cisco, Nortel and Lucent because ourproduct is uniquely and specifically designed for access.

* * *

TWST: What are your financial goals and when can you expect to becomeprofitable? What yardsticks should investors use to measure ASC's success?

Mr. Mostafa: Every investor has to look at three factors to measure ASC'sperformance: One is more customer wins. ASC's goal is to continue to add moreblue chip customers. Number two, demonstrate and deliver new products that aremore advanced than any of our competitors'. Lastly and obviously, is profitability.Most Wall Street analysts who follow the company believe that we will be profitableby the second half of 2002 and we are comfortable with those projections.

* * *

TWST: How are you raising cash at the present time and what is your burnrate?

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Mr. Mostafa: The company went public in October and raised $100 millionin cash and our cash balance is close to $120 million. We forecast that this cash willtake us past the point of cash flow break even.

* * *

Mr. Mostafa: Investors have to recognize the market we are addressing willbe a $16.3 billion market by 2003. This market is in the beginning phase ofdeployment. We are in at a very early stage and we are well positioned to be theleader in this growing market.

50. On 12/18/00, Advanced Switching announced a new card which it said would

enhance the speed and flexibility of "its category-breaking A-4000 broadband access platform." The

release stated:

The carrier-class A-4000 drives efficiencies in the "on ramp" ofcommunications networks by combining multiple voice and data protocols, such asAsynchronous Transfer Mode (ATM), Frame Relay or Time Division Multiplexing(TDM), into a single high-speed connection to the optical core network.

Aimed at larger, data and voice carriers and frame relay network operatorsthat use multiple transmission protocols, the new A-4000 combines highly reliableand advanced functionality with ASC's trademark flexibility and cost-effectivenessto provide an intelligent multi-service access platform.

"With the A-4000's enhanced ability to scale from as low as individualchannels on a single T1/E1 all the way up to optical speeds of 622 megabits persecond, larger carriers now have unprecedented flexibility in managing bandwidthand protocols on a single broadband access platform," said Larry Kraft, ASC vicepresident of marketing.

"In addition to providing a cost-effective, high-speed 'on-ramp' for opticalnetworks, the A-4000 now supports an even wider range of services for carriers withjust one piece of next-generation networking equipment," Kraft added.

51. On 1/29/01, Advanced Switching reported its "record" results for the 4thQ 00 and

for 2000, including 4thQ 00 revenues of $13.4 million. The release stated in part:

Fourth quarter revenue increased 402 percent from the $2.7 million reportedfor the fourth quarter of 1999, and 22 percent from the third quarter of 2000.

Year-end 2000 revenue was up 774 percent from the $4.3 million in revenueposted for 1999.

ASC reported a pro forma net loss per share of $0.03 for the fourth quarterof 2000 and $0.27 for the year, down from 1999 losses per share of $0.08 for thefourth quarter and $0.38 for the year. Pro forma net loss for the fourth quarter of2000 was $1.4 million, down from $2.5 million in the fourth quarter of 1999 and$2.7 million in the third quarter of 2000. Pro forma net loss for 2000 was $9.7million, compared to $9.3 million for 1999. Gross margin rose to 40 percent in thefourth quarter, up from 34 percent in the third quarter.

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* * *

IP MultiStream platform

In addition to reporting financial results, ASC revealed that it plans to launch anadvanced network access solution in 2001 – the A-4500 – that will enable carriersto speed convergence of diverse networks onto a unified, high-speed InternetProtocol-based network. The unique architecture of the A-4500 will give carriers theability to offer their customers a host of new IP-based services. A combined high-speed MultiStream switch, IP router and sophisticated multiplexer, the A-4500 willfeature optical output scaling to 10 Gigabits per second.

"The year 2000 was a remarkable year for ASC," said President and ChiefExecutive Officer Asghar D. Mostafa. "We completed our initial public stockoffering in October, raising $100 million in net proceeds.

"We introduced innovative network solutions – including our first chassis-based access network product, the A-4000 – that enable Internet, data and voicecarriers to more swiftly and profitably deliver advanced broadband services andenhanced applications to their customers.

"We welcomed important new customers to the ASC family, includingindustry leaders such as Qwest and Intermedia, as we continued to substantiallydiversify our customer base. We grew our channel partner program, enabling us tomore quickly address important new markets in the United States and overseas,including independent operators, government agencies and PTTs," Mostafa added.

* * *

New customers

During the year, ASC added more than 30 new customers, includingIntermedia and Qwest Communications International, bringing significant diversityto the ASC customer base. In the fourth quarter, ASC attributed approximately halfof its revenue to established next generation carriers, including existing customerssuch as UUNet, up substantially from the third quarter of 2000.

Under its multi-year, multi-million-dollar contract, Qwest intends to useASC's A-4000 to streamline network provisioning and reduce access equipmentrequirements as the company converges a growing number of voice, data and packettechnologies in the access portion of its network. "We're very pleased with thepositive evolution of our partnership with Qwest," said CEO Mostafa. "We expectthat it will continue to be an important relationship for ASC."

New products and technologies

In 2000, ASC successfully introduced its revolutionary MultiStream(TM)access technology and powerful new products that together enable carriers to offertheir customers a wider variety of enhanced broadband services and applications –including virtual private networks, intranets, extranets, relationship managementtools and content-based services – at competitive prices.

MultiStream technology enables carriers to offer customers the widest rangeof advanced services – including Asynchronous Transfer Mode (ATM), FrameRelay, Multi-link Frame Relay (MFR), IP over ATM, IP over Frame Relay and

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Inverse Multiplexing over ATM (IMA) – all software selectable on a single physicalconnection.

During the year, ASC introduced three new products that maximize thecapabilities of MultiStream technology – the A-4000, the A-7010 and the A-3010.ASC also introduced software enhancements to its entire product line that providecarriers with high availability features – including APS – as well as traffic shapingand policing. These features better enable carriers to offer guaranteed service levelagreements to their customers.

Aimed at larger network operators, the A-4000 combines highly reliable andadvanced functionality with ASC's trademark flexibility and cost-effectiveness toprovide an intelligent multi-service access platform. The A-7010 enhancement tothe A-4000 fulfills ASC's objective of offering packet connections to core networksat higher optical speeds, in this case 622 Megabits per second.

"With the A-4000's enhanced ability to scale from as low as individualchannels on a single T1/E1 all the way up to OC-12, larger carriers now haveunprecedented flexibility in managing bandwidth and protocols on a singlebroadband access platform," said Larry Kraft, ASC vice president of marketing.

The A-3010 MultiStream switch represents an industry first – anunprecedented combination of function and form – that delivers increased cost-savings and flexibility by collapsing functions found in 'big iron' edge switches andDigital Access Cross-Connect Systems (DACS) into a highly-efficient platform thesize of a pizza box. With ASC's unique product architecture, carriers can use the A-3010 as a powerful standalone product or in higher density configurations inside theA-4000.

The debut of the A-4500, scheduled for the second half of 2001, representsthe evolution of ASC's plans to enable carriers to migrate their multi-servicenetworks onto a single, higher-speed intelligent packet network – reducing costs andenhancing applications for customers. By combining multiple protocols onto asingle IP-based network core while preserving strong quality of service, carriers canrealize the promise of value-added IP applications – without "forklift" upgrades.

"The A-4500 will join a fully integrated family of products, all configuredand managed by ASCmanager, ASC's open-architecture network elementmanagement system. ASC MultiStream platforms work together to deliverscalability ranging from DS-0 to OC-192, a major advantage for carriers focused oncost savings and simplified network design.

"The entire communications industry is looking for a way to migrate to theall-IP world as fast as possible, and we intend to lead that march," Mostafa said."The only way to unlock the value of IP is through a carefully planned evolutionfrom today's networks that preserves strong quality of service. That's just what weplan to accomplish."

52. In fact, the statements made from 10/5/00 to 1/29/01 were materially false and

misleading as:

(a) The A-4500 would in no way be commercially available in 2001. The

Company had not selected a backplane, had not assigned an engineering team, had not created a

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prototype, had no chipset and had not performed systems design. The Company had no way to

engineer this product and did not have engineering talent to develop it;

(b) The VLAN capabilities of the A-1240 and A-3010 via the 10/100 Ethernet

never worked;

(c) The A-4000 product was extremely problematic in that it could not perform

the high customer density access represented to customers and to investors. The system design for

this product was improper such that it would have been preferable to scrap the product and start

over;

(d) The A-4000 had not been commercially installed in any account although

Advanced Switching had sold the A-4000;

(e) The A-7010 product was not working and did not maximize the capabilities

of multistream technology;

(f) The contract with Qwest was a sham on Advanced Switching's part since the

Company could not accomplish most of the requirements of the contract and the A-4000 would not

work to Qwest's requirements, such that the contract was not worth $24 million to Advanced

Switching;

(g) Qwest represented $6 million (almost half) of Advanced Switching's 4thQ 00

revenues, but Qwest had not yet installed any of the A-4000s. Advanced Switching's officers knew

the Company could not meet the schedule set forth in the Qwest contract;

(h) The statements about Advanced Switching's customers was false and

misleading as it failed to disclose that (i) AccessLan was not planning to purchase any new product

from Advanced Switching and actually wanted to return the excess A-1240 product it had already

received from the Company; (ii) Broadband Office had so many problems with the A-1240 products

it would need them replaced; (iii) Qwest had never installed an Advanced Switching system; and

(iv) Urban Media was on the verge of bankruptcy at this time;

(i) Advanced Switching did not support native TDM for voice – they only

supported Circuit Emulation Services;

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(j) The use of the plural of "multi-slot products" was false as the Company only

had one multi-slot product;

(k) The multistream product could not deliver DS-O to OC-192 capability; and

(l) The A-1240 did not have the horse power or CPU to do the access routing

required by Advanced Switching's customers, including Broadband Office. The product had not

been engineered to carry customer traffic, but rather was designed to be a management port.

53. On 2/20/01, Advanced Switching announced that Convergence Communications had

selected the Company's "revolutionary" broadband access solutions in its IP-based metropolitan

networks in Mexico and Central and South America. The release stated:

The Convergence Communications deployment marks a key strategicmilestone for ASC as the first major deployment of ASC products in Latin America.Initially, CCI will deploy ASC's A-4000 and A-1240 broadband access platforms intwo strategic applications. The first will streamline the delivery of enhancednetwork services to small and medium-sized businesses in major metropolitanregions in Mexico over CCI's fiber-based Gigabit Ethernet IP Network.

54. On 4/19/01, Advanced Switching reported its 1stQ 01 results in a release which stated

in part:

ASC reported a pro forma net loss per share of $0.03 for the first quarter of2001, a 62 percent improvement from the $0.08 pro forma per-share loss reported forthe first quarter of 2000. The company reported a pro forma net loss of $1.3 millionfor the first quarter of 2001, down 53 percent from the $2.8 million pro forma netloss reported for the first quarter of 2000. The pro forma net loss and per-share lossfigures do not include the amortization of stock-based compensation.

* * *

"Despite the significant challenges our industry has faced in recent monthsand especially in the first quarter, ASC turned in a remarkably strong performance,"said President and Chief Executive Officer Asghar D. Mostafa.

"We continue to execute on our business plan and have made significantprogress across several fronts. We generated more sales from establishedcommunications companies, we expanded our relationship with our channel partnersand we delivered new product features and capabilities," Mostafa said.

In the quarter, the company launched ASCmanager(TM), a network elementmanagement system that provides complete, end-to-end control of ASC networkswitches and multiplexers, "point and click" provisioning and an open platform forintegration with existing and next-generation operational support systems.

In addition, the company introduced new features to its stackable product lineand the A-4000, a category breaking broadband product that intelligently aggregatesTDM, ATM, Frame Relay, IP over ATM and IP over Frame Relay onto a single

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ATM or ATM optical platform. The new feature set increases the A-4000's densityand high-speed optical interfaces, offering communications companies greaterefficiency and flexibility in their network deployment.

Increased sales of the A-4000 in the first quarter helped drive the continuingmigration of the ASC customer base toward more established communicationscompanies. In the first quarter, nearly three-quarters of the company's sales were toestablished carriers, up from about half in the fourth quarter of 2001.

"Greater sales of the A-4000 to a customer base increasingly composed ofmore established carriers was an important factor in our strong gross marginperformance," said Chief Financial Officer Harry D'Andrea. "Our more establishedcustomers are in an excellent position to realize the full value of all of the featuresand functions that we build into this advanced product."

D'Andrea also noted that ASC ended the first quarter with virtually no debtand cash and marketable securities of more than $100 million. "The company hasa strong financial foundation and is well positioned to meet the challenges createdby the uncertain environment in the communications industry today," D'Andrea said.

55. In 5/01, the Company started what it called Project Gibraltar, which was to fix A-

4000. The Company fired Glen Hunt, who had been the VP of Engineering and brought over Gene

Brock from another area to try to fix the problem. It was not possible to fix it because the design,

as Mostafa and Westernik had been warned prior to the IPO, it did not work.

56. On 5/30/01, Advanced Switching announced the introduction of IPathDirect

technology:

Advanced Switching Communications, a leading provider of evolutionary networkaccess solutions, today announced that it will introduce its new IPathDirect™technology in the fourth quarter of 2001. IPathDirect will enable communicationscompanies to begin a smooth transition to the next generation of unifiedcommunications networks based on the speed and efficiency of Internet Protocol (IP)technology.

With IPathDirect, carriers will have the flexibility to simultaneously transportlong-haul data traffic over new IP backbone networks as well as traditionalAsynchronous Transfer Mode (ATM) networks. That means carriers will be able totake advantage of the enhanced speed and efficiency of IP and, when appropriate, thereliability and availability of ATM.

The result: greater savings, higher speeds and enhanced service quality ascommunications companies offer customers an increasing variety of enhanced, IP-based services, including virtual private networks and advanced messaging systems.

IPathDirect will employ advanced Multi-Protocol Label Switching (MPLS)as a platform for carrying IP traffic through network backbones. The newtechnology, which includes both hardware and software enhancements, will makeits debut in ASC's A-4000 MultiStream™ chassis. The high capacity, multi-slot A-4000 integrates a wide variety of circuit- and packet-based network traffic onto a

- 20 -

single network backbone, lowering carrier costs and simplifying networkarchitecture.

* * *

The addition of IP over MPLS to the A-4000 will enable carriers to cap theirinvestment in older network equipment and facilities as they begin moving moretraffic to an IP-based core network. The A-4000 today features intelligentaggregation and interworking for a full range of services – including Time DivisionMultiplexing (TDM), Frame Relay, Multi-Link Frame, ATM and InverseMultiplexing over ATM (IMA) – onto a single ATM core, scaling to speeds of OC-12c. With IPathDirect, the new A-4000 will allow carriers to use the core networkmost appropriate for specific traffic types – ATM or IP/MPLS – at the same time.

57. On 5/31/01, Advanced Switching issued a release announcing the MultiStream

solution:

Advanced Switching Communications, a leading provider of evolutionary networkaccess solutions, today announced a customized MultiStream™ solution for 2G and3G mobile wireless carriers that will simplify networks, save money and conservescarce network capacity.

"As the global demand for mobile wireless services explodes, carrierseverywhere are struggling to manage the growing need for more cell towers, morebase stations, more network capacity and more mobile data services," said ASCPresident and Chief Executive Officer Asghar D. Mostafa.

"ASC's MultiStream solution for the 2G and 3G access portion of mobilewireless networks offers a simple and cost-effective way to solve an increasinglyurgent problem, enabling carriers to simplify operations, control their backhaul costsand avoid major new investments in expensive network equipment," Mostafa said.

58. In fact, the statements made from 2/20/01 to 5/31/01 were materially false and

misleading as:

(a) In fact, the MultiStream solution for 2G and 3G access would not enable

customers to avoid major new investments as these products actually cost more than the

competition;

(b) The design limitations of the A-4000 made it impossible to deliver the

claimed functionality that Advanced Switching was claiming in the 5/30/01 press release. The A-

4000 had no real switch fabric. It was never meant to switch or route, it was created to forward and

that was it;

(c) Advanced Switching had not and could not add IP over MPLS to the A-4000

as this project had not started by 5/30/01;

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(d) The A-4000 had not been commercially installed in any account although

Advanced Switching had sold the A-4000;

(e) The A-7010 product was not working and did not maximize the capabilities

of multistream technology;

(f) The MultiStream product could not deliver DS-O to OC-192 capability; and

(g) The A-1240 did not have the horse power or CPU to do the access routing

required by Advanced Switching's customers, including Broadband Office. The product had not

been engineered to carry customer traffic, but rather was designed to be a management port.

59. On 7/2/01, Advanced Switching announced that 2ndQ 01 results would be "Well

Below Plan." Dow Jones reported:

Advanced Switching Communications Inc. reduced "significantly" its revenue andearnings forecast for the second quarter, cut its work force by about 20% and expectsto take charges in the second and third quarter for restructuring and for expansesassociated with excess inventory.

In a press release Monday, Advanced Switching said the lowered revenueforecast would result in a normalized second quarter loss of 20 cents to 21 cents ashare, instead of the normalized loss of 5 cents a share the company had projectedin April 19.

Normalized loss figures exclude expenses associated with amortization ofstock-based compensation and excess inventory.

The company now expects second quarter revenue of about $1 million, belowits earlier forecast of $13.5 million mainly due to its failure to reach an agreementwith a major customer on a large purchase order, which the company had expectedto receive late last week.

60. On this news, Advanced Switching's stock declined from $2.90 to $1.57.

61. On 7/19/01, Advanced Switching announced its 2ndQ 01 results in a release which

stated:

Second quarter revenue fell significantly below the company's earlier secondquarter projection of $13.5 million and first quarter revenue of $13.5 million, largelybecause of ASC's failure to reach agreement with a major customer on a largepurchase order. Second quarter revenue also was hurt by the continuing generalweakness in the global telecommunications equipment market.

As a result of the shortfall, the company announced on July 2 that it wouldtake immediate steps to reduce its cost structure, including the elimination of 20percent of its workforce of approximately 185. The reduction in force, which wassubstantially completed this week, was designed to have minimal impact on thecompany's research and development program.

- 22 -

For the second quarter, ASC reported a pro forma net loss per share of 20cents, compared to a pro forma net per-share loss of three cents in the first quarterand eight cents in the second quarter of 2000. The pro forma net loss for the secondquarter was $8.4 million, compared to $1.3 million in the first quarter and $2.9million in the second quarter of 2000.

The company booked a one-time charge of $7 million in the second quarterto cover the cost of excess inventory accumulated in anticipation of significantlyhigher sales. The company also said that it plans to take a charge of approximately$1.3 million in the third quarter to cover the cost of the workforce restructuring.

62. On 10/1/01, Advanced Switching lowered its 3rdQ 01 forecast:

ASC expects that revenue for the quarter ending September 30, 2001 will beapproximately $500,000, instead of the $1 million to $3 million the company hadprojected. The company attributed the shortfall to the continuing deterioration of theglobal telecommunications equipment market.

The company said it is evaluating further steps to lower its ongoing costs.The company expects to take a charge of approximately $10.5 million in the thirdquarter to cover expenses associated with excess inventory and a write-downassociated with a third party element management system.

63. On this news, the Company's stock price declined even further, to $0.40.

64. On 2/5/02, Advanced Switching announced a plan of liquidation, acknowledging the

complete failure of its business. The release stated:

Subject to approval of the plan by holders of a majority of the Company'soutstanding shares, the Company plans to sell its assets, including inventory,property and equipment and intellectual property, discharge its liabilities, anddistribute the net proceeds to its stockholders.

Pending final stockholder action, the Company has begun makingpreparations for the orderly wind down of its operations, including headcountreductions, securing continuing support for its existing customers, seekingpurchasers for the sale of its intellectual property and other tangible and intangibleassets, considering pursuit of potential third-party claims and providing for itsoutstanding and potential liabilities.

65. Then on 02/12/02, Advanced Switching announced that "a major customer asked for

a refund of $17 million and alleged that the equipment it purchased failed to function as required."

66. This amount represented 60% of all the revenue the Company had reported as a

public company.

67. The stock has dropped to $1.15.

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COUNT III

Violation of §10(b) of the 1934 Actand Rule 10b-5 Against Advanced Switching

and the Individual Defendants

68. Plaintiff incorporates ¶¶1-16, 18-29, 43-67 and 73-78. During the Class Period,

defendants disseminated or approved the false statements specified above, which they knew or

recklessly disregarded were misleading in that they contained misrepresentations and failed to

disclose material facts necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading.

69. Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts

necessary in order to make the statements made, in light of the circumstances under which they were

made, not misleading; or

(c) Engaged in acts, practices, and a course of business that operated as a fraud

or deceit upon plaintiff and others similarly situated in connection with their purchases of Advanced

Switching common stock during the Class Period.

70. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of

the market, they paid artificially inflated prices for Advanced Switching common stock. Plaintiff

and the Class would not have purchased Advanced Switching common stock at the prices they paid,

or at all, if they had been aware that the market price had been artificially and falsely inflated by

defendants' misleading statements.

71. As a direct and proximate result of defendants' wrongful conduct, plaintiff and the

other members of the Class suffered damages in connection with their purchases of Advanced

Switching common stock during the Class Period.

COUNT IV

For Violation of §20(a) of the 1934 Act,Against Advanced Switching and the Individual Defendants

- 24 -

72. Plaintiff incorporates ¶¶1-16, 18-29, 43-71 and 73-78. By reason of their positions

as officers and/or directors of Advanced Switching, the Individual Defendants had the power and

authority to cause Advanced Switching to engage in the wrongful conduct complained of herein.

Advanced Switching controlled the Individual Defendants and all of its employees. By reason of

such conduct, these defendants are liable pursuant to §20(a) of the 1934 Act.

CLASS ACTION ALLEGATIONS

73. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules

of Civil Procedure on behalf of all persons who purchased Advanced Switching common stock (the

"Class") on the open market during the Class Period. Excluded from the Class are defendants and

Advanced Switching's officers and employees.

74. The members of the Class are so numerous that joinder of all members is

impracticable. The disposition of their claims in a class action will provide substantial benefits to

the parties and the Court. Advanced Switching had more than 42 million shares of stock

outstanding, owned by hundreds if not thousands of persons.

75. There is a well-defined community of interest in the questions of law and fact

involved in this case. Questions of law and fact common to the members of the Class which

predominate over questions which may affect individual Class members include:

(a) Whether the 1933 Act and 1934 Act were violated by defendants;

(b) Whether defendants omitted and/or misrepresented material facts;

(c) Whether defendants' statements omitted material facts necessary to make the

statements made, in light of the circumstances under which they were made, not misleading;

(d) As to the violations of the 1934 Act, whether defendants knew or recklessly

disregarded that their statements were false and misleading;

(e) Whether the price of Advanced Switching common stock was artificially

inflated; and

(f) The extent of damage sustained by Class members and the appropriate

measure of damages.

- 25 -

76. Plaintiff's claims are typical of those of the Class because plaintiff and the Class

sustained damages from defendants' wrongful conduct.

77. Plaintiff will adequately protect the interests of the Class and has retained counsel

who are experienced in class action securities litigation. Plaintiff has no interests which conflict

with those of the Class.

78. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment as follows:

A. Declaring this action to be a proper class action pursuant to Rule 23;

B. Awarding plaintiff and the members of the Class damages, interest and costs; and

C. Awarding such other relief as the Court may deem just and proper.

JURY DEMAND

Plaintiff demands a trial by jury.

DATED: February 19, 2002 _____________________________HARVEY B. COHEN, VSB No. 6440JOHN C. PASIERB, VSB No. 27446COHEN, GETTINGS & DUNHAM, P.C.2200 Wilson BoulevardSuite 800Arlington, Virginia 22201Telephone: 703/525-2260

MILBERG WEISS BERSHAD HYNES & LERACH LLPWILLIAM S. LERACHDARREN J. ROBBINS401 B Street, Suite 1700San Diego, CA 92101Telephone: 619/231-1058

- 26 -

MILBERG WEISS BERSHAD HYNES & LERACH LLPSTEVEN G. SCHULMANSAMUEL H. RUDMANOne Pennsylvania PlazaNew York, NY 10119-1065Telephone: 212/594-5300

FRUCHTER & TWERSKYJACK G. FRUCHTEROne Pennsylvania PlazaNew York, NY 10119-0165Telephone: 212/687-6655

Attorneys for Plaintiff