DFICE COPY

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

-----------------------------x

IN RE 360NETWORKS 02-CV-4837 (MGC)SECURITIES LITIGATION

----------------------------- xSTIPULATION AND AGREEMENT OF SETTLEMENT

This S tipulation and Agreement of Sett lement (the "Stipulation") is

submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure . Subject to the

a=o-val of the Court, this Stipulation is entered into among Lead Plaintiffs Albert M-

Pruss and Casper 1 Management, Inc ., on behalf of themselves and the Class (as

hereinafter def.~ned) .and Defendants Gregory B . Maffei, Jimmy D . Byrd, Larry Olsen,

Ronald Stevenson, Vanessa Wittman, Stephen Baker, Stephen Stow, David Lede, Cliffor d

j Lede and Ledcor Holdings Inc . f/k/a Ledcor Inc., by and through their respective counsel .

WHEREAS:

A. Beginning on June 21, 2002, five class actions alleging violations of

federal securities laws were filed in this Court and were subsequently consolidated unde r

the above caption , and are hereinafter referred to as the "Action." Cases that were

consolidated include : Kokura v. Wittman, et al . ; Case No. 1 :02-CV-4837 (MGC);

Performance Capital Corp ., et al . v. Maffei, et al . ; Case No. 1 :02-CV-5102 (MGC) ;

Schwartz, et al . v. Wittman, et al . ; Case No. 1 :02-CV-5460 (MGC) ; Berger v. Wittman, et

al .; Case No. 1 :02-CV-5640 (WK); and Graham, et al . v . Wittman, et al.• Case No.

1 :02-CV-6503 (RO) . The Court appointed Albert M . Pruss and Casper 1 Management, .

Inc., as the Lead Plaintiffs and appointed Scott + Scott, LLC, as Lead Counsel ;

B . The Third Amended Consolidated Complaint for Violations of

Federal Securit ies Laws dated September 10, 2004 (the "Complaint") filed in the Action

generally alleges, among other things, that Defendants issued false and misleading pres s

releases and other statements regarding 360networks, int.'s financial and operational

condition prior to and during the Class Period, April 20, 2000 through and including June

28, 2001, in a scheme to artificially inflate the value of 360networks, int .'s securities ; '

C. The Complaint further alleges that Lead Plaintiffs and the Class

Members purchased the subordinate voting shares of 360networks, inc . during the Class

Period at prices artificially inflated as a result of the Defendants' dissemination of

materially false and misleading statements regarding 360networks inc . in violation of

Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule lOb-5

promulgated thereunder ;

D. The Defendants deny any wrongdoing whatsoever and this

Stipulation shall in no event be construed or deemed to be evidence of or an admission or

1 concession on the part of any Defendant with respect to any claim or of any fault or liability

1 or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants

I The Third Amended Consolidated Complaint is the operative Complaint in the Action .Plaintiffs' Consolidated Amended Complaint for Violations of Federal Securities Laws (datedApril 11, 2003) and Second Amended Consolidated Complaint for Violations of Federal SecuritiesLaws (dated November 10, 2003) were dismissed by the Court on September 18, 2003, and July28, 2004, respectively. Defendants have also moved to dismiss the operative Third AmendedConsolidated Complaint .

have asserted. The parties to this Stipulation recognize, however, that the Action has been

filed by Plaintiffs and defended by the Defendants in good faith and with adequate basis i n

fact under Federal Rule of Civil Procedure 11, that the Action is being voluntarily settled

after advice of counsel, and that the terms of the settlement are fair, adequate and

reasonable . This Stipulation shall not be construed or deemed to be a concession by any

Plaintiff of any infirmity in the claims asserted in the Action;

E. Lead Counsel has conducted an investigation relating to the claims

and the underlying events and transactions alleged in the Complaint . Lead Counsel has

researched the applicable law with respect to the claims of Lead Plaintiffs and the Class

against the Defendants and the potential defenses thereto ;

F. With the assistance of special mediator Gary V . McGowan, Lead

Plaintiffs, through Lead Counsel, have cotidueted discussions and arm's length'

negotiations with counsel for Defendants with respect to a compromise and settlement of

the Action as against the Defendants with a view to settling the issues in dispute and

achieving the best relief possible consistent with the interests of the Class ; and

G. Based upon their investigation and review as set forth above, Lead

Plaintiffs and Lead Counsel have concluded that the terms and conditions of this

Stipulation are fair, reasonable and adequate to Lead Plaintiffs and the Class, and in their

best interests, and have agreed to settle the claims raised in the Action pursuant to the terms

and provisions of this Stipulation, after considering (a) the substantial benefits that Lead .

Plaintiffs and the members of the Class will receive from settlement of the Action, (b) the

attendant risks of litigation, and (c) the desirability of permitting the Settlement to b e

consummated as provided by the terms of this Stipulation.

NOW THEREFORE , without any admission or concession on the part of

Lead Plaintiffs of any lack of merit of the Action whatsoever, and without any admission o r

concession of any liability or wrongdoing or lack of me rit in the defenses whatsoever by

the Defendants , it is hereby STIPULATED AND AGREED, by and among the parties to

this Stipulation , through their respective attorneys, subject to approval of the Court

pursuant to Rule 23(e) of the Federal Rules of Civil Procedure , in consideration of the

benefits flowing to the parties hereto from the Settlement, that all Released Claims (a s

i defined below) as against the Released Parties (as defined below) and all Defendants '

Claims (as defined below) shall be compromised, .settled, released and dismissed with

prejudice, upon and subject to the followingterms and conditions :

CERTAIN DEFINITIONS

1 . As used in this Stipulation, the following terms shall have the followin g

meanings :

(a) "Authorized Claimant" means a Class Member who

submits a timely and valid Proof of Claim form to the Claims Administrator .

(b) "Claims Administrator" means The Garden City Group,

Inc., which shall administer the Settlement .

(c) "Class" and "Class . Members" mean all persons who

purchased or otherwise acquired the subordinate voting shares of 360networks, inc . ,

between April 20, 2000 and June 28, 2001, inclusive, and who have not excluded

themselves from the Class by filing a request for exclusion in accordance with the

requirements set forth in the Hearing Order and the Notice . Excluded from the

Class are the Defendants and any entity in which Defendants have or had a

controlling interest . For purposes of this Settlement, the term "controlling interest"

shall include any interest of 50% or more of the voting stock of any entity.

(d). "Class Period" means, for the purposes of this

Settlement only, the period between April 20, 2000 and June 28, 2001, inclusive .

(e) "Defendants" means Defendants Gregory B . Maffei ,

Jimmy D . Byrd, Larry Olsen, Ronald Stevenson, Vanessa Wittman, Stephen Baker,

Stephen Stow, David Lede, Clifford Lede and Ledcor Holdings Inc. f/k/a Ledcor

Inc .

(f) "Effective Date of Settlement" or "Effective Date"

means the date upon which the Settlement contemplated by this Stipulation shal l

become effective, as set forth in Paragraph 23 below .

(g) "Final Order" means an order as to which there is no

pending appeal, stay, motion for reconsideration or motion to vacate or similar

request for relief, and as to which the period of time for a party to appeal has

expired. For purposes hereof if no appeal or motion for reconsideration, to vacate,

or for similar relief is filed within thirty-three (33) days after entry of the Order and

Final Judgment in the District Court, the Order and Final Judgment shall be deemed

to be a Final Order.

(h) "Notice" means the Notice of Pendency of Class Actio n

and Proposed Settlement, Motion for Attorneys' Fees and Settlement Fairness

Hearing, which is to be sent to members of the Class substantially in the form

attached hereto as Exhibit B .

(i) "Order and Final Judgment" means the proposed order

to be entered approving the Settlement substantially in the form attached hereto a s

Exhibit E.

(j) "Hearing Order" means the proposed order

preliminarily approving the Settlement and directing notice thereof to the Class

substantially in the form attached hereto as Exhibit A .

(k) "Lead Counsel" means the lawn firm of Scott + Scott

LLC .

(1). "Proof of Claim" means the Proof of Claim and Release

to be sent to members of the Class substantially in the form attached hereto a s

Exhibit C.

(m) "Summary Notice" means the summary notice of

proposed Settlement and hearing substantially in the form attached as

Exhibit D .

(n) "Released Parties" means (i) Ledcor Holdings Inc . and

each of its past or present subsidiaries, parents, successors and predecessors, and all

of the aforementioned entities' officers, directors, agents, employees, shareholders,

attorneys, advisors, insurers, and investment advisors, and any person, firm, trust,

corporation, officer, director or other individual or entity in which Ledcor Holdings

Inc . has a controlling interest or which is related to or affiliated with Ledco r

Holdings Inc .; (ii) Gregory B. Maffei, Jimmy D. Byrd, Larry Olsen, Ronald

Stevenson, Vanessa Wittman, Stephen Baker, Stephen Stow, David Lede, Clifford

Lede and each of his or her legal representatives, personal representatives, insurers ,

l heirs, successors in interest or assignees and any person, firm, trust, corporation,

l officer, director or other individual or entity in which he or she has a controllin g

interest or which is related to or affiliated with him or her ; and (iii) all other former

officers, directors, employees or agents of 360networks, inc ., or any of its past or

present subsidiaries, parents, predecessors or successors, and each of his or her legal

representatives, personal representatives, insurers, heirs, successors in -interest or

assignees and any person, firm, trust, corporation, officer, director or other

individual or entity in which he or she has a controlling interest or which is related

to or affiliated with him or her.

(o) "Released Claims" means any and all claims, actions

and causes of action in law or equity, suits, obligations, debts, demands ,

agreements, promises, liabilities, controversies, damages, losses, attorneys' fees,

costs or expenses of any kind whatsoever, whether based on United States federal,

state, or local statutes, regulations, rules or common law or the federal or provincial

statutes, regulations, rules or common law of Canada, or any other law, rule or

regulation or right of action, foreseen or unforeseen, matured or unmatured, known

or unknown, accrued or not accrued, suspected or unsuspected, fixed or contingent,

and whether or not concealed or hidden, that are based upon, are related to, arise

from or are connected with any facts, circumstances, statements, omissions, events

or other matters raised or referred to in the pleadings in the Action or which coul d

have been asserted against the Released Parties by the Lead Plaintiffs or any Class

Member, including, but not limited to any of the following : (i) the purchase or other

acquisition of 360networks, inc . subordinate voting shares whether on the Nasdaq .

stock exchange, the Toronto Stock Exchange, or otherwise during the Class Period,

(ii) the claims, actions or causes of action arising out of or in any way based upon,

connected with or related to any prospectus, registration statement, proxy statement,

annual report, quarterly earnings report, press release or other publicly disseminated

document or public statement on behalf of 360networks, inc . from April 20, 2000

through and including June 28, 2001, or (iii) the traisactioris, events, occurrences,

acts or omissions related directly or indirectly to or arising out of the subject matters

referred to or set forth in the Complaint in the Action, or facts and claims for relief

which could have been alleged or litigated therein .

(p) "Defendants' Claims" means any and all claims, rights

or causes of action or liabilities whatsoever, whether based on United States federal,

state, local, statutory or common law or the federal or provincial statutes,

regulations, rules or common law of Canada, or any other law, rule or regulation,

including both known claims and Unknown Claims, that have been or could have

been asserted in the Action or any forum by the Defendants or any of them or the

successors and assigns of any of them against any of the Lead Plaintiffs, Class

Members or their attorneys, that arise out of or relate in any way to the institution,

prosecution, or settlement of the Action (except for claims to enforce the

Settlement) .

(q) "Settlement" means the settlement contemplated by thi s

Stipulation .

(r) "Defendants' Counsel" means the law firms of Skadden,

Arps, Slate, Meagher & Flom LLP for Defendants Vanessa Wittman, Larry Olsen,

Gregory Maffei, Jimmy D . Byrd, Ronald Stevenson, Stephen Stow and Stephen

Baker; and Dechert LLP for Defendants David Lede, Clifford Lede and Ledcor

Holdings Inc .

(s) "Unknown Claims" means any;and all Released Claims

which any Lead Plaintiff or Class Member does not know-or suspect to exist in his,

her or its favor at the time of the release of the Released Parties, and any Defendants'

Claims which any Defendant does not know or suspect to exist in his, her or its

favor, which if known by him, her or it might have affected his, her or its decision(s)

with respect to the Settlement . With respect to any and all Released Claims and

Defendants' Claims, the parties stipulate and agree that upon the Effective Date, the

Lead Plaintiffs and the Defendants shall expressly waive, and each Class Member

shall be deemed to have waived, and by operation of the Judgment shall hav e

expressly waived, any and all provisions, rights and benefits conferred by any law

of any state or territory of the United States or Canada, or principle of common law,

which is similar, comparable, or equivalent to Cal . Civ. Code § 1542, which

provides :

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executing therelease, which if known by him must have materially affected hissettlement with the debtor .

Lead Plaintiffs and Defendants acknowledge, and Class Members by operation of

law shall be deemed to have acknowledged, that the inclusion of "Unknown

Claims" in the definition of Released Claims and Defendants' Claims was

separately bargained for and was a key element of the Settlement . .

SCOPE AND EFFECT OF SETTLEMENT

2 . The obligations incurred pursuant to this Stipulation shall be in full

and final disposition of the Action as against the Defendants and any and all Released

Claims as against all Released Parties and any and all Defendants' Claims .

3 . Releases :

(a) Upon the Effective Date, Lead Plaintiffs and members

of the Class on behalf of themselves, their heirs, executors, administrators,

successors and assigns, shall, with respect to each and every Released Claim,

release and forever discharge, and shall forever be enjoined from prosecuting, any

Released Claims against any of the Released Parties .

(b) Upon the Effective Date, each of the Defendants, on

behalf of themselves and the Released Parties, shall release and forever discharge

each and every of the Defendants' Claims, and shall forever be enjoined from

prosecuting the Defendants' Claims.

(c) Upon the Effective Date of this Settlement, the

' Released Parties shall obtain bar order protection substantially in the form

appearing in the Order and Final Judgment annexed hereto as Exhibit E . .

I THE SETTLEMENT CONSIDERATION

4 . On or before five (5) business days after entry of the Hearing Order, th e

Defendants shall cause $7 million (the "Settlement Fund") to be paid into escrow and

applied as specified in this Stipulation .

5 . The Settlement Fund, net of any Taxes (as defined below) on the

income thereof, shall be used to pay (i) the notice- and administration costs .referred to in

Paragraph8 hereof, and (ii) the remaining administration expenses referred to in Paragraph

10 hereof. If the Effective Date occurs, the attorneys' fee and expense award referred to i n

Paragraph 9 hereof shall be paid from the Settlement Fund and the balance of the

Settlement Fund, after the above payments, shall be the "Net Settlement Fund" and shall be

distributed to the Authorized Claimants as provided in Paragraphs 11-13 and 20 hereof .

Any portions of the Settlement Fund required to be held in escrow hereunder prior to the

Effective Date shall be held by Citizens Bank of Pennsylvania, as Escrow Agent for the

Settlement Fund. The Settlement Fund held by the Escrow Agent shall be deemed to be in

the custody of the Court and shall remain subject to the jurisdiction of the Court until suc h

time as the Net Settlement Fund shall be distributed to Authorized Claimants, or returne d

to the Defendants pursuant to this Stipulation and/or further order of the Court . The

I Escrow Agent shall invest any funds in excess of $100,000 in short term United States

Agency or Treasury securities (or a fund invested solely in such instruments ) or other

similar short term United States government obligations such as repurchase agreements

backed by United States obligations and shall collect and reinvest all interest accrued

thereon. Any funds held in escrow in an amount of less than $100,000 may be held in a n

interest bearing bank account insured by the FDIC. The parties hereto agree that the

Settlement Fund is intended to be a Qualified Settlement Fund within the meaning of

Treasury Regulation § 1 .468B-1 and that the Escrow Agent, as administrator of the

Settlement Fund within the meaning of Treasury Regulation § 1 .468B-2(k)(3), shall be

responsible for filing tax returns for the Settlement Fund and paying from the Settlement

Fund any Taxes owed with respect to the Settlement Fund .. Counsel for Defendants agree -

to use reasonable efforts to cause the statement described in Treasury Regulatidn``§

J 1.468B-3(e) to be provided promptly to the Escrow Agent .

6 . All (i) taxes on the income of the Settlement Fund and (ii) expenses and

costs incurred in connection with the taxation of the Settlement Fund (including, withou t

1 limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall be pai d

out of the Settlement Fund, shall be considered to be a cost of administration of the

settlement and shall be timely paid by the Escrow Agent without prior Order of the Court .

The Released Parties shall have no responsibility whatsoever for the payment of any taxes

on the income of the Settlement Fund or expenses and costs incurred in connection with the

taxation of the Settlement Fund .

ADMINISTRATION

7. The Claims Administrator shall administer the Settlement subject t o

the jurisdiction of the Court . Except as stated in Paragraph 15 hereof, the Released Parties

shall have no responsibility for the administration of the Settlement and shall have no

liability to the Class in connection with such administration . Defendants will make

reasonable efforts to obtain from 360networks, inc .'s transfer agent information concerning

the identity of Class Members upon request by Lead Counsel . Any out of pocket expenses

in connection with obtaining such information shall be advanced out of the Settlemen t

Fund.

8. Lead Counsel may pay from the Settlement Fund, without further

approval from the Defendants or the Court, the reasonable out qfpocket costs and expenses£

up to the sum of $150 ;000 associated with identifying members of the Class and th

l administration of the Settlement, including without limitation, the actual costs o f

publication, printing and mailing the Notice and Summary Notice, reimbursements t o

nominee owners for forwarding notice to their beneficial owners, and the administrative

expenses incurred and fees charged by the Claims Administrator in connection with

providing notice and processing the submitted claims .

ATTORNEYS' FEES AND EXPENSE S

9. Lead Counsel will apply to the Court for an award from the Settlement

Fund of attorneys' fees not to exceed one-third (33 1/3%) of the Settlement Fund and

reimbursement of expenses , including Lead Plaintiffs ' expenses pursuant to 15 U.S.C. §

78u-4(a)(4), plus interest, in the event the Settlement is approved by the Court . The

} procedure for and the allowance or disallowance by the Court of any application(s) b y

Lead Counsel for an award of attorneys' fees and expenses is not a necessary term of this

Stipulation and it is not a condition of this Stipulation that any particular application for

attorneys' fees and expenses be approved by the Court . Any fees and expenses awarded

plus pro rata interest awarded by the Court shall be distributed to Lead Counsel upon the

I Effective Date.

ADMINISTRATION EXPENSE S

10. Lead Counsel will apply to the Court, on notice to Defendants '

l Counsel, for an order (the "Class Distribution Order") approving the Claim s

Administrator's administrative determinations concerning the acceptance and rejection of

the claims submitted herein and approving any fees and expenses not previously applie d

I for,'including the fees and expenses of the Claims Administirator, .aild, if the Effective Date

has occurred, directing payment of the Net Settlement Fund to Authorized Claimants .

DISTRIBUTION TO AUTHORIZED CLAIMANT S

11 . The Claims Administrator shall determine each Authorized Claimant' s

1 pro rata share' of the Net Settlement Fund based upon each Authorized Claimant's

Recognized Claim (as defined in the Plan of Allocation described in the Notice annexed

hereto as Exhibit B, or in such other Plan of Allocation as the Court approves) .

12 . The Plan of Allocation proposed in the Notice is not a necessary term

of this Stipulation and it is not a condition of this Stipulation that any particular Plan o f

Allocation be approved.

13 . Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his or her Recognized Claim compared to the total Recognize d

Claims of all accepted claimants . This is not a claims-made settlement . The Defendants

shall not be entitled to any of the settlement monies once the Settlement becomes final .

J The Defendants shall have no involvement in reviewing or challenging claims.

ADMINISTRATION OF THE SETTLEMENT

14. Any member of the Class who does not submit a valid Proof of Claim

will not be entitled to receive any of the proceeds from the Net Settlement Amount but will

otherwise be bound by all of the terms of this Stipulation and the Settlement, including the

terms of the Order and Final Judgment to be entered in the Action and the releases provide d

for he ein, and will be barred from bringing any action against the Released Parties

c6ncerniuig the Released Claims .

15 . The Claims Administrator shall process the Proofs of Claim and, after

entry of the Class Distribution Order, distribute the Net Settlement Fund to the Authorize d

Claimants. Except for their obligation to cause payment into the Settlement Fund to b e

made pursuant to Paragraph 4, and to request information with respect to the identificatio n

of Class Members, as provided in Paragraph 7, the Released Parties shall have no liability ,

obligation or responsibility for the administration of the Settlement or disbursement of the

Net Settlement Fund. Lead Counsel shall have the right, but not the obligation, to advis e

the Claims Administrator to waive what Lead Counsel deem to be formal or technical

defects in any Proofs of Claim submitted in the interests of achieving substantial justice.

16. For purposes of determining the extent, if any, to which a Class

Member shall be entitled to be treated as an "Authorized Claimant," the followin g

conditions shall apply :

(a) Each Class Member shall be required to submit a Proo f

of Claim (see attached Exhibit C), supported by such documents as are designate d

therein, including proof of the transactions claimed and the losses incurred thereon ,

or such other documents or proof as the Claims Administrator, in its discretion may

deem acceptable;

(b) All Proofs of Claim must be submi tted by the date

specified in the Notice unless such period is extended by Order of the Court. Any

Class Member who fails to submit a Proof of Claim by such date=shall be;.forever

barred from receiving any payment pursuarit to this Stipulation- (unless, by Order o f

the Court, a later submitted Proof of Claim by such Class Member is approved), bu t

shall in all other respects be bound by all of the terms of this Stipulation and th e

Settlement including the terms of the Order and Final Judgment to be entered in th e

Action and the releases provided for herein, and will be barred from bringing an y

action against the Released Parties concerning the Released Claims . Provided that

it is received before the motion for the Class Distribution Order is filed, a Proof o f

Claim shall be deemed to have been submitted when posted, if received with a

postmark indicated on the envelope and if mailed by first-class mail and addressed

in accordance with the instructions thereon . In all other cases, the Proof of Claim

shall be deemed to have been submitted when actually received by the Claims

Administrator ;

(c) Each Proof of Claim shall be submitted to and reviewe d

by the Claims Administrator, who shall determine in accordance with thi s

Stipulation and the approved Plan of Allocation the extent, if any, to which each

claim shall be allowed, subject to review by the Court pursuant to subparagraph (e )

below;

(d) Proofs of Claim that do not meet the submission

requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims

Administrator shall communicate with the Claimant in order to remedy the curabl e

deficiencies in the Proofs of Claim submitted. The Claims Administrator shall

notify, in a timely fashion and in writing, all Claimants whose Proofs of Claim they

propose to reject in whole or in part , setting forth the reasons therefore , and shall

indicate in such notice that the Claimant whose claim is to be rejected has the right

to a review by the Court if the Claimant so desires and complies with th e

requirements of subparagraph (e) below;

(e) If any Claimant whose claim has been rejected in whole

or in part desires to contest such rejection, the Claimant must, within twenty (20)

days after the date of mailing of the notice required in subparagraph (d) above, serve

upon the Claims Administrator a notice and statement of reasons indicating th e

Claimant's grounds for contesting the rejection along with any supporting

documentation, and requesting a review thereof by the Court . If a dispute

concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafte r

present the request for review to the Court ; and

(f). The administrative determinations of the Claim s

Administrator accepting and rejecting claims shall be presented to the Court, o n

notice to Defendants' Counsel , for approval by the Court in the Class Distribution

Order.

17. Each Claimant shall be deemed to have submitted to the jurisdiction o f

the Court with respect to the Claimant's claim, and the claim will be subject to investigatio n

i

and discovery under the Federal Rules of Civil Procedure, provided that such investigatio n

and discovery shall be limited to that Claimant' s status as a Class Member and the validity

and amount ofthe Claimant's claim . No discovery shall be allowed on the merits of the

Action or Settlement in connection with processing of the Proofs of Claim .

18. Payment pursuant to this Stipulation shall be deemed final and

conclusive against all Class Members . All Class Members whose claims are not approved

by the Court shall be barred from participating in distributions from the Net Settlement

Fund, but otherwise shall be. bound by all ofthe terms of this Stipulation and the

Settlement, including the terms of the Order and Final Judgment to be entered in the Action

and the releases provided for herein, and will be barred from bringing any action agains t

the Released Parties concerning the Released Claims .

19. All proceedings with respect to the administration, processing an d

determination of claims described by Paragraph 16 of this Stipulation and the

determination of all controversies relating thereto, including disputed questions of law an d

fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court .

20. The Net Settlement Fund shall be distributed to Authorized Claimant s

by the Claims Administrator only after the Effective Date and after : (i) all Claims have

been processed, and all Claimants whose Claims have been rejected or disallowed, i n

whole or in part, have been notified and provided the opportunity to be heard concernin g

such rejection or disallowance ; (ii) all objections with respect to all rejected or disallowed

claims have been resolved by the Court, and all appeals therefrom have been resolved or

the time therefore has expired; (iii) all matters with respect to attorneys' fees, costs ,

expenses and disbursements have been resolved by the Court, all appeals therefrom have

been resolved or the time therefore has expired; and (iv) all costs of administration have

been paid.'

TERMS OF ORDER FOR NOTICE AND HEARIN G

21 . Promptly after this Stipulation has been fully executed, Lead Counsel

and Defendants' Counsel jointly shall apply to the Court for entry of the Hearing Order .

TERMS OF ORDER AND FINAL JUDGMENT

I 22. If the Settlement contemplated by this Stipulation is approved by the

! Court, counsel for the parties shall request that the Court enter an Order and Final

Judgment substantially in the form annexed hereto as Exhibit E .

EFFECTIVE DATE OF SETTLE MENT, WAIVER OR TERMINATION

1 23. The Effective Date of Settlement shall be the date when all of the '

following shall have occurred:

(a) approval by the Court of the Settlement, following

notice to the Class and a hearing, as prescribed by Rule 23 of the Federal Rules of

Civil Procedure ; and

(b) entry by the Court of an Order and Final Judgment,

substantially in the form set forth in Exhibit E annexed hereto, including without

limitation, paragraph 2 thereof, or, in the event that the Court enters an order and

final judgment in form other than that provided above ("Alternative Judgment") and

none of the parties hereto elect to terminate this Settlement, the entry of such

l Alternative Judgment becomes final and no longer subject to appeal or review ; and

(c) the Order and Final Judgment or Alternative Judgmen t

becomes ,a Final Order .

24. Lead Plaintiffs or any of the Defendants shall have the right to

terminate the Settlement and this Stipulation by providing written notice of their election to

do so ("Termination Notice") to all other parties hereto within fifteen (15) days of: (a) the

Court's declining to enter the Hearing Order in any material respect ; (b) the Court's refusal

to approve this Stipulation or any material part of it ; (c) the date upon which the Order and

{ Final Judgment is modified or reversed in any material respect by the Court of Appeals or

the Supreme Court; or (d) the date upon which an Alternative Judgment is modified or

reversed in any material respect by the Court of Appeals or the Supreme Court . The

Settlement and this Stipulation shall terminate automatically and without notice if (y) the .

Court declines to enter the Order and Final Judgment substantially in the form set forth in

Exhibit E annexed hereto, including without limitation, paragraph 2 thereof ; or (z) Class

1

Members whose aggregate purchases of shares of 360networks, inc . subordinate voting

shares during the Class Period, net of their aggregate sales of shares of 360networks, inc .

subordinate vo in shares the Class Period, equal the number set forth in Exhibit F

heretoQ

' ) elect to exclude themselves from the Class. Lead

Counsel or its agent will deliver to counsel for Defendants copies of any requests fo r

exclusion from the Class within two (2) business days after receipt .

25 . Except as otherwise provided herein, in the event the Settlement i s

terminated, vacated, or fails to become effective for any reason, then the parties to thi s

Stipulation shall be deemed to have reverted to their respective status in the Action as o f

December 21, 2004, and, except as otherwise expressly provided, the parties shall' proceed

in all respects as if this Stipulation and any related orders had not been entered, and th e

Settlement Fund previously paid by Defendants, together with any interest earned thereon ,

less any Taxes due with respect to such income, and less costs of administration and notic e

actually incurred and paid or payable from the Settlement Fund (not to exceed $150,000

without the prior approval of Defendants or the Court) shall be returned pro rata to th e

persons or entities paying the same .

NO ADMISSION OF WRONGDOIN G

26. This Stipulation, whether or not consummated, and any proceeding s

taken pursuant to it :

(a) shall not be offered or received against the Defendants

as evidence of or construed as or deemed to be evidence of any presumption,

concession, or admission by any of the Defendants with respect to the truth of any

fact alleged by any of the plaintiffs or the validity of any claim that has been or

could have been asserted in the Action or in any litigation, or the deficiency of any

defense that has been or could have been asserted in the Action or in any litigation,

or of any liability, negligence, fault, or wrongdoing of the Defendants ;

(b) shall not be offered or received against the Defendants

as evidence of a presump tion, concession or admission of any fault,

misrepresentation or omission with respect to any statement or written document

approved or made by any Defendant ;

(c) shall not be offered or received against the Defendants

as evidence of a presumption, concession or admission with respect to any liability,

negligence, fault or wrongdoing, orvin--any way referred to for any other reason ;;as

1 ` against any of the Defendants, in any other civil, criminal or adminis trative action or

proceeding, other than such proceedings as may be necessary to effectuate th e

provisions of this Stipulation ; provided, however, that if this Stipulation is approved

by the Court, Defendants may refer to it to effectuate the liability protection granted

them hereunder;

(d) shall not be construed against the Defendants as an

admission or concession that the consideration to be given hereunder represents the

amount which could be or would have been recovered after trial ; and

(e) shall not be construed as or received in evidence as a n

admission, concession or presumption against Lead Plaintiffs or any of the Class

Members that any of their claims are without merit, or that any defenses asserted by

the Defendants have any merit, or that damages recoverable under the Complain t

would not have exceeded the Settlement Fund .

MISCELLANEOUS PROVISIONS

27. All of the exhibits attached hereto are hereby incorporated by reference

as though fully set forth herein .

28. Each Defendant warrants as to himself, herself or itself that, as to the

payments made by or on behalf of him, her or it, at the time of such payment that the

Defendant made or caused to be made pursuant to Paragraph 4 above, he, she or it was no t

insolvent nor did nor will the payment required to be made by or on behalf of him, her or it

render such Defendant insolvent within the meaning of and/or for the purposes of th e

United States Bankruptcy Code, including §§ 101 and 547 thereof, or under the laws o f

Canada. This warranty is made by each such Defendant=and not by such Defendant' s

Counsel .

29 . If a case is commenced in respect of any Defendant (or any insurer

contributing funds to the Settlement Fund on behalf of any Defendant) under Title 11 of the

United States Code (Bankruptcy), or a trustee, receiver or conservator is appointed unde r

any similar law, including any such laws . in Canada, and in the event of the entry of a final

order of a court of competent jurisdiction dete rmining the transfer of consideration to the

Settlement Fund or any portion thereof by or on behalf of such Defendant to be a

preference, voidable transfer, fraudulent transfer or similar transaction and any portio n

1 thereof is required to be returned p rior to any distribution to Authorized Claimants, and

equivalent consideration is not promptly deposited to the Settlement Fund by other

Defendants, then, at the election of Lead Counsel, the parties shall jointly move the Cour t

to vacate and set aside the releases given and Judgment entered in favor of the Defendants

pursuant to this Stipulation, which. releases and Judgment shall be null and void, and the

parties shall be restored to their respective positions in the Action as of December 21,

2004, and any cash amounts in the Settlement Fund shall be returned as provided i n

1 Paragraph 26 above .

J 30. The parties to this Stipulation intend the Settlement to be a final and

complete resolution of all disputes asserted or which could be asserted by the Clas s

Members against the Released Parties with respect to the Released Claims . Accordingly,

Lead Plaintiffs and Defendants agree not to assert in any forum that the Action was brought

by Plaintiffs or defended by Defendants in bad faith or without a reasonable basis . The

parties hereto shall assertno claims of any violation of Retie 41 of the Federal Rules of

Civil Procedure relating to the prosecution, defense, or settlement of the Action . The

parties agree that the amount paid and the other terms of the Settlement were negotiated a t

arm's length in good faith by the parties, and reflect a se ttlement that was reached

voluntarily after consultation with experienced legal counsel .

31 . This Stipulation may not be modified or amended, nor may any of it s

provisions be waived except by a writing signed by all parties hereto or their

successors-in-interest.

32. The headings herein are used for the purpose of convenience only and

are not meant to have legal effect.

33. The administration and consummation of the Settlement as embodied

j in this Stipulation shall be under the authority of the Court and the Court shall retai n

1 jurisdiction for the purpose of entering orders providing for awards of attorneys' fees and

expenses to Lead Counsel and enforcing the terms of this Stipulation .

34. The waiver by one party of any breach of this Stipulation by any other

l party shall not be deemed a waiver of any other prior or subsequent breach of thi s

J Stipulation.

35 . This Stipulation and its exhibits constitute the entire agreement among

the parties hereto concerning the Settlement of the Action, and no representations,

warranties, or inducements have been made by any party hereto concerning this Stipulation

and its exhibits other than those contained and memorialized-insuch documents .

36. This Stipulation maybe executed in one" fr°moe counterparts . All

executed counterparts and each of them shall be deemed to be one and the same instrument

provided that counsel for the parties to this Stipulation shall exchange among themselves

original signed counterparts .

37. This Stipulation shall be binding upon, and inure to the benefit of, the

successors and assigns of the parties hereto .

38. The construction, interpretation, operation, effect and validity of this

Stipulation, and all documents necessary to effectuate it, shall be governed by the internal

laws of the State of New York without regard to conflicts of laws, except to the extent that

federal law requires that federal law governs .

_1 -

10/12/05 14 : 05 FAX 619 233 0508 Scott & Scott LLC [j003

39. This. Stipulation shall not be construed more st rictly against one party

than another merely by virtue of the fact that it, or any part of it, may have been prepared by

counsel for one of the parties, it being recognized that it is the result of arm's lengt h

negotiations between the parties and all parties have contributed substantially and

materially to the preparation of this Stipulation .

40. All counsel and any other person executing this Stipulation and any of

the exhibits hereto, or any related settlement documents , warrant and represent that they

have the fu ll authority to do so and that they have the authority to take appropriate action

required or permitted to be taken pursuant to the Stipulation to effectuate its terms .

41. Lead Counsel and Defendants' Counsel agree to cooperate fully with

one another in seeking Court approval of the Order for Notice aad` I3earing; the Stipulation

and the Settlement, and to promptly agree upon and execute all such other' documentation

as may be reasonably required to obtain fina l approval by the District Court of the

Settlement .

Dated: October/, 2005

SCOTT + SCOTT, LLC

By:David R. ottErin Gre mite108 Norwich. AveP.O. Box 192Colchester, Connecticut 06415(860) 537-5537

Lead Counsel for Plaintiffs

SKADDEN ARPS SLATEMEAGHER & FLOM, LLP

By:Suel KadeWilliam F. Clarke, Jr.Four Times SquareNew York, New York 10036-6522(212) 735-3000

Counsel for Gregory B. Maffei, Jimmy D.Byrd, Larry Olsen, Ronald Stevenson,Vanessa Wittman, Stephen Baker andStephen Stow

DECFIERT LL P

By:

New York, New York 10112-2200(212) 698-3500

Counsel for Clifford Lede, David Lede andLedcor Holdings Inc-

mx

D

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

------------------------------- x

IN RE 360NETWORKS : 02-CV-4837 (MGC)SECURITIES LITIGATION

ORDER FOR NOTICE AND HEARIN GIN CONNECTION WITH SETTLEMENT PROCEEDING S

WHEREAS, the lead plaintiffs Albert M . Pruss and Casper 1 Management ,

Inc. (collectively, "Lead Plaintiffs") and defendants Vanessa Wittman, Larry Olsen ,

Gregory Maffei, Jimmy D . Byrd, Ronald Stevenson, Stephen Baker, Stephen Stow, Davi d

Lede, Clifford Lede and Ledcor Holdings Inc ., f/k/a Ledcor Inc . (collectively, the

"Defendants") have entered into a settlement of the claims asserted in the class action s

consolidated in the above-captioned action (the "Action"), the terms of which are set forth

in a Stipulation of Sett lement , dated as of October 12, 2005 (the "Stipulation") ;

WHEREAS, Lead Plaintiffs and Defendants have moved, pursuant to Rul e

23(e) of the Federal Rules of Civil Procedure, for an Order preliminarily approving th e

Settlement in accordance with the Stipulation and providing notice to the Class ; and

WHEREAS, the Court having read and considered the Stipulation, the

proposed Notice of Settlement of Class Action, the proposed Summary Notice o f

Settlement of Class Action, the proposed Plan of Allocation of Net Settlement Fund, the

proposed form of the Proof of Claim and Release, the proposed form of Order and Fina l

Judgment relating to the Settlement, and finding that substantial and sufficient ground s

exist for entering this Order ;

IT IS HEREBY ORDERED :

1 . For purposes of this Order, the Court adopts all defined terms as se t

forth in the Stipulation .

2 . The Court finds, . preliminarily and for purposes of the Settlement

only, that the prerequisites for a class action under Rule 23(a) and (b)(3) of the Federal

Rules of Civil Procedure have been satisfied in that : (a) the number of Class Members is

so numerous that joinder of all members thereof is impracticable ; (b) there are questions

of law and fact common to the Class ; (c) the claims of the Lead Plaintiffs are typical of

the claims of the Class they seek to represent ; (d) the Lead Plaintiffs will fairly and

adequately represent the interests of the Class ; (e) the questions of law and fact common

to the members of the Class predominate over any questions affecting only individual

members of the Class ; and (f) a class action is superior to other available methods for th e

fair and efficient adjudication of the controversy .

3 . Accordingly, pursuant to Rule 23(a) and (b)(3) of the Federal Rules o f

Civil Procedure, preliminarily and for the purposes of the Settlement only, the Action i s

hereby certified as a class action on behalf of the Class as defined in the Stipulation .

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure ,

preliminarily and for the purposes of the Settlement only, Lead Plaintiffs are certified a s

class representatives .

Hearin

5 . There shall be a hearing on May 18, 2006 at 10 :00 a.m. (the

"Sett lement Hearing" ) at which time the Court shall address the fairness and adequacy of

2

the Settlement, the fairness and reasonableness of the Plan of Allocation of Net Settlemen t

Fund, and Lead Counsel's application for attorneys' fees and reimbursement of expenses .

The Settlement Hearing shall be held at the United States District Court for the Southern

District of New York, Courtroom 14A, 500 Pearl Street, New York, New York 10007 .

6 . Lead Plaintiffs and Defendants shall submit their papers, if any, i n

support of the Settlement, Lead Plaintiffs shall submit their papers in support of the Pla n

of Allocation of Net Settlement Fund, and Lead Counsel shall submit papers in support o f

their application for attorneys' fees and reimbursement of expenses, each by May 16 ,

2006 .

Any member of the Class may appear at the Settlement Hearing t o

show causewhy the proposed Se ttlement should or should not be approved as fair,

reasonable and adequate ; why judgment should or should not be entered thereon ; why the

Plan of Allocation of Net Settlement Fund should or should not be approved as fair

reasonable and adequate ; or why Lead Counsel should or should not be awarded attorneys '

fees and reimbursement of expenses in the amounts sought by Lead Counsel ; provided ,

however, that no member of the Class shall be heard or entitled to contest the approval o f

the terms and conditions of the proposed Settlement, the proposed Order and Fina l

Judgment to be entered approving the same, the proposed Plan of Allocation of Ne t

Settlement Fund or Lead Counsel's application for an award of attorneys' fees an d

reimbursement of expenses, unless on or before May 11, 2006 such Class Member has

served by hand or by first-class mail w ritten objections and copies of any supporting

papers and briefs (which must contain proof of all purchases and sales of 360networks,

inc. subordinate voting shares made by such Class Member during the Class Period) upon

Lead Counsel :

David R. Scott, Esq .Scott + Scott LLC108 Norwich AvenueP.O. Box 192Colchester , CT 0641 5

and on Counsel for Defendants :

Samuel Kadet, Esq .Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, NY 10036-6522

Robert J . Jossen, Esq .Dechert LLP30 Rockefeller PlazaNew York, NY 10112-2200

and has filed said objections, papers and briefs, showing due proof of service upon all

counsel identified above, with the Clerk of the United States District Court for the

Southern District of New York.

8 . Any Class Member who does not object in the manner prescribed

above shall be deemed to have waived such objection and shall forever be foreclosed from

making any objection to the fairness, adequacy or reasonableness of the proposed

Settlement, the Order and Final Judgment to be entered approving the Settlement, the Plan

of Allocation of Net Settlement Fund, or Lead Counsel's application for an award of

attorneys' fees and reimbursement of expenses .

4

9 . If approved, all Class Members will be bound by the propose d

Settlement provided for in the Stipulation and by any judgment or determination of th e

Court affecting the Class .

10. The Court expressly reserves the right to adjourn the Settlement

Hearing or any further adjournment thereof without any further notice other than an

announcement at the Settlement Hearing or any further adjournment thereof, and to

approve the Stipulation without modification and without further notice to Class

Members. The Court retains jurisdiction of this Action to consider all further application s

arising out of or connected with the proposed Settlement, and as otherwise warranted .

Notice

11 . Lead, Plaintiffs shall cause notice of the proposed Settlement, th e

hearing on, the proposed Settlement, the request for approval of the Plan of Allocation o f

Net Settlement Fund, and Lead Counsel's application for an award of attorneys' fees an d

reimbursement of expenses to be provided to all Class Members as follows :

(a) Within 21 days of the date of this Order, a copy of the Notic e

of Settlement of Class Action (the "Settlement Notice"), together with a copy o f

the Proof of Claim and Release form (the "Proof of Claim"), substantially in th e

form annexed to the Stipulation as Exhibits B and C, respectively, shall be mailed

by first class mail, postage prepaid, to all Class members at the address of eac h

such person as set forth in the records of 360networks, inc . or its transfer agent or

who otherwise may be identified through reasonable effort ; and

5

(b) A Summary Notice of Settlement of Class Action (the

"Summary Notice") substantially in the form annexed to the Stipulation as Exhibit

D shall be published once each on separate days in the national editions each o f

The Wall Street Journal and the Canadian Globe and Mail and published

electronically on the PR Newswire within two weeks after the mailing of th e

Settlement Notice .

12. The Court approves the form of Settlement Notice, Summary Notice

(together, the "Notices") and Proof of Claim and finds that the procedures established fo r

publication, mailing and distribution of such Notices substantially in the manner and for m

set forth in paragraph 12 of this Order meet the requirements of Rule 23 of the Federal

Rules of Civil Procedure and due process, an d constitute the best notice practicable unde r

the circumstances .

13. Seven days before the date fixed by this Court for the Settlement

Hearing, Lead Counsel shall cause to be filed with the Clerk of this Court affidavits or

declarations of the person or persons under whose general direction the mailing of the

Settlement Notice and the publication of the Summary Notice shall have been made,

showing that such mailing and publication have been made in accordance with this Order.

14. All nominees who hold or held 360networks subordinate votin g

shares for beneficial owners who are members of the Class are directed to forward th e

Notice and Proof of Claim to such beneficial owners or, in the alternative, to supply th e

names and addresses of such beneficial owners to the Claims Administrator as set forth i n

the Notice .

6

Exclusion

15 . In order to be excluded from the Class and maintain the right to su e

one or more of the Defendants on the Released Claims, a putative Class Member mus t

send a letter requesting exclusion from the Class and must include all of the followin g

information : (i) his, her or its printed name, (ii) address (iii) telephone number, (iv)

signature, (v) the date(s), price(s), and number(s) of shares of all purchases o f

360networks, inc . subordinate voting shares made during the Class Period, and (vi) the

date(s), price(s), and number(s) of shares of all sales of 360networks, inc . subordinate

voting shares made during the Class Period . All requests for exclusion must be

postmarked no later than May 11, 2006 and must be sent to :

In re 360networks Securities LitigationClaims Administrator

P .O. Box 91035Seattle , WA 98111-913 5

Claim Process

16. In order to be entitled to participate in the Settlement, a member of th e

Class who is an Authorized Claimant, as defined in the Stipulation, must submit a Proo f

of Claim, substantially in the form annexed to the Stipulation as Exhibit C, to :

In re 360networks Securities LitigationClaims Administrator

P.O. Box 91035Seattle, WA 98111-913 5

To be valid and accepted, a Proof of Claim must be postmarked on or before June 8, 2006 .

Any member of the Class who does not submit a Proof of Claim shall not be entitled t o

7

share in the Net Settlement Fund, except as specifically ordered by the Court, bu t

nonetheless shall be barred and enjoined from asserting any of the Released Claims .

17. Once the Claims Administrator has considered a timely submitted

Proof of Claim, Lead Counsel, through the Claims Administrator, shall determine, based

upon the Plan of Allocation of Net Settlement Fund, whether such claim is valid, deficient

or rejected . For each claim determined to be either deficient or rejected, the Claim s

Administrator shall send a deficiency letter or a rejection letter, as appropriate, describing

the bases on which the claim was so determined .

18. Each Class Member who receives a deficiency letter or rejection lette r

shall have 30 days from the date of such letter to supply to the Claims Administrato r

dd-cumentation and/or an explanation sufficient to remedy the deficiency or rejection .

Any Class Member who receives a deficiency letter or a rejection letter and who fails to

submit documentation sufficient to remedy the deficiency or reason for rejection within

the time prescribed herein shall have such claim deemed finally rejected . Such finally

rejected claims shall be submitted to the Court as rejected claims at such time as Lead

Plaintiffs move the Court for an Order approving distribution of the Net Settlement Fund,

unless the recipient objects. in writing to the deficiency letter or rejection letter, in which

case the claim shall be submitted to the Court as a disputed claim. Notice of any hearing

on such motion shall be provided to all Class Members whose claims are disputed .

19 . If a Class Member timely responds to a deficiency letter or rejection

letter by providing an explanation and/or documentation in response to such a deficienc y

letter or rejection letter, Lead Counsel, through the Claims Administrator, shall determine

whether such explanation and/or documentation is sufficient to remedy the deficiency or

reason for rejection. If Lead Counsel, through the Claims Administrator, determines that

the explanation and/or documentation submitted in response to the deficiency letter, or th e

rejection letter is sufficient, such claim shall be deemed a valid claim . If, on the other

hand, Lead Counsel, through the Claims Administrator, determines that the explanation

and/or documentation is not sufficient to remedy the deficiency or reason for rejection ,

such claim shall be deemed finally rejected . Such finally rejected claims shall b e

submitted to the Court as disputed claims at such time as Lead Plaintiffs move the Court

for an Order approving distribution of the Net Settlement Fund . Notice of any hearing o n

such motion shall be provided to all Class Members whose claims are disputed .

20. Lead ounsel may retain a Claims Administrator and may pay from

the Settlement Fund, without further order of the Court, the reasonable out of pocket! cost s

and expenses up to the sum of $150,000 associated with identifying members of the Clas s

and the administration of the Settlement .

21 . Lead Counsel are authorized and directed to prepare any tax return s

required to be filed on behalf of the Settlement Fund and to cause any taxes due and

owing to be paid from the Settlement Fund .

22. The Court shall retain continuing jurisdiction over the Se ttlement, a s

well as the administration thereof.

Dated: February 5 , 2006

"41)- "44,o2dv2MIRIAM GOLDMAN CEDARBAUM, U .S.D.J .

9

mx

a

03

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE 360NETWORKSSECURITIES LITIGATION

02 CV 4837 (MGC)

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, MOTIONFOR ATTORNEYS' FEES AND SETTLEMENT FAIRNESS HEARIN G

TO : ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED 360NETWORKS,INC. SUBORDINATE VOTING SHARES BETWEEN APRIL 20, 2000 AND JUNE 28 ,2001 , INCLUSIVE

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY . YOUR RIGHTS MAY BE AFFECTED BYPROCEEDINGS IN THIS LITIGATION . PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BEENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE . TO CLAIMYOUR SHARE OF THE SETTLEMENT PROCEEDS, YOU MUST SUBMIT A VALID PROOF OF CLAIMPOSTMARKED ON OR BEFORE JUNE 8, 2006 .

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the UnitedStates District Court for the Southern District of New York (the "Court ") . The purpose of this Notice is to inform you ofthe pendency of this Class Action and the proposed Settlement of the Class Action and of the hearing to be held by theCourt to consider the fairness, reasonableness, and adequacy of the Settlement . This Notice describes the rights you mayhave in connection with your participation in the Se ttlement, what steps you may take in relation to the Se ttlement and thisClass Ac tion, and, alternatively, what steps you must take if you wish to be excluded from the Settlement and this ClassAction .

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT :

SUBMIT A CLAIM FORM The only way to get a payment . Claim Forms must be postmarkedon or before June 8, 2006.

EXCLUDE YOURSELF Get no payment . This is the only option that allows you to ever bepart of any other lawsuit against the Defendants about the lega lclaims in this case . Exclusions must be postmarked on or beforeMay 11, 2006.

OBJECT Write to the Court about why you do not like the Settlement .Objections must be received by the Court and counsel on or beforeMay 11, 2006.

GO TO A HEARING Ask to speak in Court about the fairness of the Settlement . Request sto speak must be served on the Court and counsel on or before May11, 2006 .

DO NOTHING Get no payment . Give up rights .

SUMMARY NOTICE

Statement of Plaintiff Recovery

Pursuant to the Settlement described herein, a $7 million plus interest cash Settlement Fund is being established .

Plaintiffs estimate that there were approximately 51 .6 million shares of 360networks subordinate voting shares

traded during the Class Period which may have been damaged . Lead Plaintiffs estimate that the averag e

recovery per damaged share of 360networks subordinate voting shares under the settlement is 13.50 per

damaged share' before deduction of Court-awarded attorneys' fees and expenses . A Class Member's actualrecovery will be a proportion of the Net Settlement Fund determined by that claimant's Recognized Claim as

compared to the total Recognized Claims who submit acceptable Proofs of Claim . Depending on the number of

claims submitted, when during the Class Period a Class Member purchased shares of 360networks subordinatevoting shares, the purchase price paid, and whether those shares were held at the end of the Class Period or soldduring the Class Period, and, if sold, when they were sold and the amount received, an individual Class Membermay receive more or less than this average amount . See the Plan of Allocation on page U for more

information on your Recognized Claim.

Statement of Potential Outcome of Case

The parties disagree on both liability and damages and do not agree on the average amount of damages per sharethat would be recoverable if plaintiffs were to have prevailed on each claim alleged . The Defendants deny that

they are liable to the plaintiffs or the Class and deny that plaintiffs or the Class have suffered any damages .

Statement of Attorneys' Fees and Costs Sough t

Plaintiffs' Counsel will apply to the Court for an award from the Settlement Fund of attorneys' fees not to exceedone-third (33'/3%) of the Settlement, and for reimbursement of expenses incurred in connection with theprosecution of this Class Action in the approximate amount of $150,000 . If one-third of the settlement fund is

sought, the requested fees and expenses would amount to an average of $ .045 per damaged share in total for fees

and expenses . Plaintiffs' Counsel have expended considerable time and effort in the prosecution of this ClassAction on a contingent fee basis and advanced the expenses of the Class Action in the expectation that if theywere successful in obtaining a recovery for the Class they would be paid from such recovery . In this type of

litigation it is customary for counsel to be awarded a percentage of the common fund recovery as their attorneys'

fees .

Further Information

Further information regarding the Action and this Notice may be obtained by contac ting the Settlement

Administrator toll-free at 1 -800-XXX-XXXX, via email at 360networksclassaction@gardencitygroup . com, or

on the Internet at the website : http ://www.360networksclassaction .com.

You may also contact counsel for Lead Plaintiffs and the Class : David R . Scott, Esq., Scott + Scott, LLC, 108

Norwich Avenue, P .O. Box 192, Colchester, Connecticut 06415, Telephone (860) 537-5537 and Arthur L .

I An allegedly damaged share might have been traded more than once during the Class Period, and the indicated

average recovery would be the total for all purchasers of that share .

2

Shingler III , Esq., Sco tt + Scott, LLC, 600 B Street , Suite 1500 , San Diego , California 92101, Telephone (619)233-4565 .

Reasons for the Settlement

The principal reason for the settlement is the benefit to be provided to the Class now . This benefit must becompared to the risk that no recovery might be achieved after a contested trial and likely appeals, possibly years

into the future .

3

WHAT THIS NOTICE CONTAIN S

Table of Contents

Page

SUMMARY NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Statement of Plaintiff Recovery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Statement of Potential Outcome of Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Statement of Attorneys' Fees and Costs Sought . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Reasons for the Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

BASIC INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

1 . Why did I get this Notice package? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .6

2. What is this lawsuit about? . . . . . . . . . . . . . . . . . . . . . . . . . . :: . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

3. Why is this a class action? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

4. Why is there a settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

WHO IS IN THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

5 . How do I know if I am part of the Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

6. Are there exceptions to being included? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

7. What if I am still not sure if I am included? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

THE SETTLEMENT BENEFITS - WHAT YOU GET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

8. What does the Settlement provide? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

9 . How much will my payment be? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

10. How can I get a payment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

11 . When would I get my payment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

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12. What am I giving up to get a payment or stay in the Class? . . . . . . . . . . . . . . . . . . . . . . . 9

EXCLUDING YOURSELF FROM THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10ti

13 . How do I get out of the proposed Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0

14. If I do not exclude myself, can I sue the Defend ants for the same thing

later? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 it

15 . If I exclude myself, can I get money from the proposed Settlement? . . . . . . . 1 1

THE LAWYERS REPRESENTING YOU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

16. Do I have a lawyer in this case? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11L

17. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

18 . How do I tell the Court that I do not like the proposed Settlement? . . . . . . . . . 1 1

19. What is the difference between objecting and excluding ? . . . . . . . . . . . . . . . . . . . . . . . . 1 2

THE COURT'S FAIRNESS HEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

20. When and where will the Court decide whether to approve the propose d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _. . . . .. . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . :Se ttlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

21 . Do I have to come to the hearing ? . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

22 . May I speak at the hearing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

IF YOU DO NOTHING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 3

23 . What happens if I do nothing at all? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GETTING MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

24. Are there more details about the proposed Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

25. How do I get more information? . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS . . . . 13

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES . . . . . . . . . . . . . . . . . . . . . . . . 1 5

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BASIC INFORMATION

1 . Why did I get this notice package?

You or someone in your family may have purchased the subordinate voting shares of 360networks, inc .("360networks") during the period between April 20, 2000 and June 28, 2001, inclusive (the "Class Period") .

The Court directed that this Notice be sent to Class Members because they have a right to know about theproposed Settlement of this Class Action, and about all of their options, before the Court decides whether toapprove the Settlement. If the Court approves the Settlement and after objections and appeals, if any, areresolved, a Claims Administrator appointed by the Court will make the payments provided for in the Settlement .

This Notice explains the Class Action, the Settlement, Class Members' legal rights, what benefits are available,who is eligible for them, and how to get them .

The Court in charge of the Class Action is the United States District Court for the Southern District of NewYork, and the case is known as In Re 360networks Securities Litigation, Civil Action No. 02 CV 4837 (MGC) .The case has been assigned to Hon. Miriam Goldman Cedarbaum, U.S.D.J. The people who sued are calledplaintiffs, and the company and persons they sued (Gregory B . Maffei, Jimmy D. Byrd, Larry Olsen, RonaldStevenson, Vanessa Wittman, Stephen Baker, Stephen Stow, David Lede, Clifford Lede, and Ledcor HoldingsInc. f/k/a Ledcor Inc .) are called the Defendants .

2. What is this lawsuit about?

The Third Amended Consolidated Complaint for Violations of Federal Securities Laws dated September 10,2004 (the "Complaint") filed in the Action generally alleges, among other things, that Defendants issued falseand misleading press releases and other statements regarding 360networks' financial and operational conditionprior to and during the Class Period in a scheme to artificially inflate the value of 360networks' subordinatevoting shares .

The Complaint further alleges that the Class Representatives and other Class Members purchased thesubordinate voting shares of 360networks during the Class Period at prices artificially inflated as a result of theDefendants' dissemination of materially false and misleading statements regarding 360networks in violation ofSections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 1 Ob-5 promulgated thereunder .

Defendants deny that they did anything wrong.

3. Why is this a class action ?

In a class action, one or more people called Class Representatives (in this case Albert M . Pruss and Casper 1Management) sue on behalf of people who have similar claims . All of the people with similar claims arereferred to as a Class or Class Members . One court resolves the issues for all Class Members, except for thosewho exclude themselves from the Class .

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4. Why is there a sett lement?

Beginning on June 21, 2002, five class actions alleging violations of federal securities laws were filed in thisCourt and were subsequently consolidated under the above caption and are referred to herein as the "ClassAction ." The Court appointed Albert M . Pruss and Casper 1 Management, Inc ., as the Lead Plaintiffs andappointed Scott + Scott, LLC as Lead Counsel .

The operative complaint is the Third Amended Consolidated Complaint for Violations of Federal SecuritiesLaws, which was filed on September 10, 2004 . The Complaint alleges that Lead Plaintiffs and other ClassMembers purchased the subordinate voting shares of 360networks during the Class Period at prices artificiallyinflated as a result of the Defendants' dissemination of materially false and misleading statements regarding360networks in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 1Ob-5promulgated thereunder.

The Defendants deny any liability to Lead Plaintiffs and the Class and moved to dismiss the operative complainton October 29, 2004 .

The Defendants deny any wrongdoing whatsoever and their agreement to settle this Class Action shall in noevent be construed or deemed to be evidence of or an admission or concession on the part of any of theDefendants with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or anyinfirmity in the defenses that the Defendants have asserted .

The Court did not decide in favor of Plaintiffs or Defendants . Instead, both sides agreed to the Settlement toavoid the risks and cost of a trial, and so Class members will get compensation . The case would require allparties to engage, expert accountants and actuaries and much of the proof would be highly technical,. LeadPlaintiffs and Lead Counsel think the Settlement is best for all Class Members .

WHO IS IN THE SETTLEMENT

To see if you will get money from this Settlement, you first have to decide if you are a Class Member .

5 . How do I know if I am part of the Settlement ?

The Court directed that for the purposes of the proposed Settlement that everyone who fits this description is aClass Member: All persons who purchased or otherwise acquired the subordinate voting shares of360networks, inc. during the period between April 20, 2000 and June 28, 2001, inclusive .

6. Are there exceptions to being included?

Excluded from the Class are the Defendants and any entity in which Defendants have or had a controllinginterest . For purposes of this Settlement, the term "controlling interest" shall include any interest of 50% ormore of the voting stock of any entity . Also excluded from the Class are any putative Class Members whoexclude themselves by filing a request for exclusion in accordance with the requirements set forth in question 13below .

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If one of your mutual funds own shares of 360networks subordinate voting shares, that alone does not make youa Class Member. You are a Class Member only if you directly purchased or otherwise acquired 360networkssubordinate voting shares during the Class Period . Contact your broker to see if you have or held 360networkssubordinate voting shares .

If you sold 360networks subordinate voting shares during the Class Period, that alone does not make you a Class

Member. You are a Class Member only if you purchased your shares during the Class Period .

7. What if I am still not sure if I am included?

If you are still not sure whether you are included, you can ask for free help . You can contact the SettlementAdministrator toll-free at 1-800-XXX-XXXX, via email at 360networksclassaction@gardencitygroup .com, on

the Internet at the website : http://www.360networksclassaction .com, or you can fill out and return the Proof of

Claim form enclosed with this Notice package, to see if you qualify .

THE SETTLEMENT BENEFITS - WHAT YOU GET

8. What does the settlement provide ?

In exchange for the Settlement and dismissal of the Class Action, the Defendants have agreed to pay $7 million,to be divided, after taxes, fees, and expenses, among all Class Members who send in valid Proof of Claim forms .

9. How muclrwill my payment be?

Your share of the Settlement Fund will depend on the total Recognized Claims represented by the valid Proof ofClaim forms that Class Members send in, how many shares of 360networks subordinate voting shares you

bought, and when you bought and sold them .

By following the instructions on page " of this Notice , you can calculate what is called your RecognizedClaim . It is unlikely that you will get a payment for all of your Recognized Claim. After all Class Membershave sent in their Proof of Claim forms , the payment you get will be a part of the Net Settlement Fund equal toyour Recognized Claim divided by the total of everyone 's Recognized Claim . See the Plan of Allocation on

page " for more information on your Recognized Claim .

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM

10. How can I get a payment?

To qualify for a payment, you must send in a Proof of Claim form. A Proof of Claim form is enclosed with this

Notice. You may also get a Proof of Claim form on the Internet at the website:

http://www.360networksclassaction.com. Read the instructions carefully, fill out the Proof of Claim form,

include all the documents the form asks for, sign it, and mail it postmarked no later than June 8, 2006.

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11 . When would I get my payment?

The Court will hold a Fairness Hearing on May 18, 2006, to decide whether to approve the Settlement . If theCourt approves the Settlement after that, there may be appeals . It is always uncertain whether these appeals can

be resolved, and resolving them can take time, perhaps more than a year . It also takes time for all the Proofs ofClaim to be processed . Please be patient .

12. What am I giving up to get a payment or stay in the Class ?

Unless you exclude yourself, you will remain a Class Member, and that means that, if the Settlement isapproved, you will release all "Released Claims" (as defined below) including "Unknown Claims" (as definedbelow) against the "Released Parties" (as defined below) .

"Released Claims" means any and all claims, actions and causes of action in law or equity, suits, obligations,debts, demands, agreements, promises, liabilities, controversies, damages, losses, attorneys' fees, costs orexpenses of any kind whatsoever, whether based on United States federal, state, or local statutes, regulations,rules or common law or the federal or provincial statutes, regulations, rules or common law of Canada, or anyother law, rule or regulation or right of action, foreseen or unforeseen, matured or unmatured, known orunknown, accrued or not accrued, suspected or unsuspected, fixed or contingent, and whether or not concealedor hidden, that are based upon, are related to, arise from or are connected with any facts, circumstances,statements, omissions, events or other matters raised or referred to in the pleadings in the Action or which couldhave been asserted against the Released Parties by the Lead Plaintiffs or any Class Member, including, but notlimited to any of the following: (i), the purchase or other acquisition of `360netwoiks, inc . subordinate votingshares whether on the Nasdaq stock exchange, the Toronto Stock Exchange, or otherwise during the ClassPeriod, (ii) the claims, actions or causes of action arising out of or in any way based upon, connected with orrelated to any prospectus, registration statement, proxy statement, annual report, quarterly earnings report, pressrelease or other publicly disseminated document or public statement on behalf . of 360networks, inc . from April20, 2000 through and including June 28, 2001, or (iii) the transactions, events, occurrences, acts or omissionsrelated directly or indirectly to or arising out of the subject matters referred to or set forth in the Complaint inthe Action, or facts and claims for relief which could have been alleged or litigated therein .

"Released Parties" means (i) Ledcor Holdings Inc . and each of its past or present subsidiaries, parents,successors and predecessors, and all of the aforementioned entities' officers, directors, agents, employees,shareholders, attorneys, advisors, insurers, and investment advisors, and any person, firm, trust, corporation,officer, director or other individual or entity in which Ledcor Holdings Inc . has a controlling interest or which isrelated to or affiliated with Ledcor Holdings Inc . ; (ii) Gregory B . Maffei, Jimmy D. Byrd, Larry Olsen, RonaldStevenson, Vanessa Wittman, Stephen Baker, Stephen Stow, David Lede, Clifford Lede and each of his or herlegal representatives, personal representatives, insurers, heirs, successors in interest or assignees and any person,firm, trust, corporation, officer, director or other individual or entity in which he or she has a controlling interestor which is related to or affiliated with him or her ; and (iii) all other former officers, directors, employees or

agents of 360networks, inc ., or any of its past or present subsidiaries, parents, predecessors or successors, andeach of his or her legal representatives, personal representatives, insurers, heirs, successors in interest orassignees and any person, firm, trust, corporation, officer, director or other individual or entity in which he orshe has a controlling interest or which is related to or affiliated with him or her.

"Unknown Claims" means any and all Released Claims which any Lead Plaintiff or Class Member does notknow or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and anyDefendants' Claims which any Defendant does not know or suspect to exist in his, her or its favor, which ifknown by him, her or it might have affected his, her or its decision(s) with respect to the Settlement . With

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respect to any and all Released Claims and Defendants' Claims, the parties stipulate and agree that upon theEffective Date, the Lead Plaintiffs and the Defendants shall expressly waive, and each Class Member shall bedeemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions,rights and benefits conferred by any law of any state or territory of the United States or Canada, or principle ofcommon law, which is similar, comparable, or equivalent to Cal . Civ . Code § 1542, which provides :

A general release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which if knownby him must have materially affected his settlement with the debtor .

Lead Plaintiffs and Defendants acknowledge, and Class Members by operation of law shall be deemed to haveacknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims and Defendants'Claims was separately bargained for and was a key element of the Settlement .

If you remain a member of the Class, all of the Court's orders will apply to you and legally bind you .

EXCLUDING YOURSELF FROM THE SETTLEMEN T

If you do not want a payment from this Settlement, and want to keep the right to sue one or more of theDefendants and the other Released Parties, on your own, about the legal issues in the Class Action, then you

must take steps to remove yourself from the Settlement . This is called excluding yourself - or is sometimes

referred to as "opting out. "

13. How do I get out of the proposed settlement ?

To exclude yourself from the Settlement Class, .you must send a letter by mail stating that you "request

exclusion from the Class in In Re 360networks Securities Litigation ." Your letter must include (i) the date(s),

price(s), and number(s) of shares of all purchases and (ii) all sales of 360networks subordinate voting shares

during the Class Period. In addition, be sure to include your printed name, address, telephone number and your

signature . You must mail your exclusion request postmarked no later than May 11 , 2006 to :

360networks Securities Litigationc/o The Garden City Group, Inc ., Claims Administrator

P.O. Box 91035Seattle, WA 98111-913 5

You cannot exclude yourself by telephone or by e-mail . If you ask to be excluded, you will not get any

payment, and you cannot object to the Settlement . You will not be legally bound by anything that happens in

this Class Action, and you may be able to sue the Defendants and the other Released Parties in the future .

Pursuant to the Stipulation and a supplemental stipulation entered into by Lead Plaintiffs and the Defendants,the Settlement will terminate if Class Members representing, in the aggregate, more than 750,000 360networks'subordinate voting shares outstanding during the class period elect to exclude themselves from the Class.

14. If I do not exclude myself, can I sue the Defendants and the other Released Parties for the

same thing later?

No. Unless you exclude yourself, you give up any rights to sue the Defendants and the other Released Parties

for any and all Released Claims . If you have a pending lawsuit speak to your lawyer in that case immediately .

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You must exclude yourself from this Class Action to continue your own lawsuit . Remember, the exclusion

deadline is May 11, 2006 .

15. If I exclude myself, can I get money from the proposed settlement ?

No. If you exclude yourself, do not send in a Proof of Claim to ask for any money . But, you may sue or be part

of a different lawsuit against the Defendants and the other Released Parties .

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The Court ordered that the law firm of Scott + Scott, LLC in San Diego, California and Colchester, Connecticutwill represent you and the other Class Members . These lawyers are called Lead Counsel . If you want to be

represented by your own lawyer, you may hire one at your own expense .

17. How will the lawyers be paid ?

Lead Counsel are moving the Court to award of attorneys ' fees from the Settlement Fund in an amount not

%) of the Gross Settlement Fund and for reimbursement of their expenses in the.greater than one-third (3315approximate amount of [INSERT AMOUNT] .

OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I do not like the proposed settlement ?

If you are a Class Member, you can object to the proposed Settlement if you do not like any part of it . You can

give reasons why you think the Court should not approve it . The Court will consider your views . To object,

you must send a signed letter saying that you object to the proposed Settlement in the In Re 360networks

Securities Litigation . Be sure to include your name, address, telephone number, and your signature, identify thedate(s), price(s), and number(s) of shares of all purchases and sales of 360networks subordinate voting sharesyou made during the Class Period, and state the reasons why you object to the proposed Settlement . Mail the

objection to each of the following addresses postmarked no later than May 11, 2006 :

COURT

Clerk of the CourtUnited States District Court for theSouthern District of New York

Daniel Patrick Moynihan UnitedStates Courthouse500 Pearl StreetNew York, NY 10007-1312

PLAINTIFFS' LEAD COUNSEL DEFENDANTS' COUNSEL

David R . Scott , Esq .SCOTT + SCOTT, LLC108 Norwich AvenueP.O. Box 192Colchester, CT 06415

Samuel Kadet, Esq .SKADDEN ARPS SLATEMEAGHER & FLOM, LLP

Four Times SquareNew York, NY 10036-6522

Robert J. Jossen, Esq .DECHERT LLP

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30 Rockefeller PlazaNew York, NY 10112-220 0

19. What is the difference between objecting and excluding?

Objecting is simply telling the Court that you do not like something about the proposed Settlement . You can

object only if you stay in the Class . Excluding yourself is telling the Court that you do not want to be part of the

Class . If you exclude yourself, you have no basis to object because the case no longer affects you .

THE COURT'S FAIRNESS HEARIN G

The Court will hold a hearing to decide whether to approve the proposed Settlement. You may attend and you

may ask to speak, but you do not have to .

20. When and where will the Court decide whether to approve the proposed settlement ?

The Court will hold a Fairness Hearing at 10:00 a .m. on May 18, 2006, at the United States District Court forthe Southern District of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007-

1312, in Courtroom 14A. At the Hearing the Court will consider whether the Settlement is fair, reasonable, and

adequate : If there are objections, the Court will consider them. The Court will listen to people who have asked

to speak at the bearing .. The Court,, may also decide how much to pay to Lead, Counsel . After the Settlement

Fairness Hearing, the Court will decide . Whether to .approve the Settlement . We do not know how long thes

e decisions will take.

21 . Do I have to come to the hearing ?

No. Lead Counsel will answer questions the Court may have . But, you are welcome to come at your own

expense. If you send an objection, you do not have to come to Court to talk about it . As long as you mailed

your written objection on time, the Court will consider it . You may also pay your own lawyer to attend, but it is

not necessary . Class Members do not need to appear at the hearing or take any other action to indicate their

approval .

22. May I speak at the hearing?

If you object to the Settlement, you may ask the Court for permission to speak at the Fairness Hearing . To do

so, you must include with your objection (see question 18 above) a statement saying that it is your "Notice of

Intention to Appear in In Re 360networks Securities Litigation ." Persons who intend to object to the Settlement,

the Plan of Allocation, and/or Lead Counsel's application for an award of attorneys' fees and reimbursement ofexpenses and desire to present evidence at the Settlement Fairness Hearing must include in their writtenobjections the identity of any witnesses they may call to testify and exhibits they intend to introduce intoevidence at the Settlement Fairness Hearing. You cannot speak at the hearing if you excluded yourself.

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IF YOU DO NOTHING

23 . What happens if I do nothing at all?

If you do nothing, you will get no money from this Settlement . But, unless you exclude yourself, you will notbe able to start a lawsuit or be part of any other lawsuit against the Defendants and the other Released Partiesabout the legal issues in this case, ever again .

GETTING MORE INFORMATION

24. Are there more details about the proposed se ttlement?

This Notice summarizes the proposed Settlement . More details are in a Stipulation and Agreement ofSettlement dated October 12, 2005 (the "Stipulation") . You can get a copy of the Stipulation and obtain answersto common questions regarding the proposed Settlement by contacting the Settlement Administrator toll-free at1-800-XXX-XXXX, via email at 360networksclassaction@gardencitygroup .com, on the Internet at the website :http://www.360networksclassaction .com ,

25. How do I get more information?

For even more detailed information concerning the matters involved iii this Class Action, reference is made tothe pleadings, to the Stipulation, to the Orders entered by the Court and to .the other papers filed in the ClassAction, which may be inspected at the Office of the Clerk of the United States District Court for the SouthernDistrict of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007-1312, duringregular business hours .

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The Cash Settlement Amount of $7 million and any interest earned thereon shall be the Gross Settlement Fund .The Gross Settlement Fund, less all taxes, approved costs, fees and expenses (the "Net Settlement Fund") shallbe distributed to Class Members who submit timely and valid Proof of Claim forms to the Claims Administrator("Authorized Claimants") .

The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fundbased upon each Authorized Claimant's "Recognized Claim." The Recognized Claim formula is not intended tobe an estimate of the amount of what a Class Member might have been able to recover after a trial ; nor is it anestimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement . The RecognizedClaim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to theAuthorized Claimants .

The following proposed Plan of Allocation reflects the proposition that the price of 360networks subordinatevoting shares was artificially inflated during the entire Class Period from April 20,2000, when 360networkscommenced its ini tial public offering of shares at $14 .00 per share , until June 28, 2001, the last day of the ClassPeriod, when 360networks filed for bankruptcy protection , after which trading in 360networks subordinatevoting shares was suspended until July 27, 2001 when it resumed trading and closed at $0 .125 per share, andthat any losses from trading 360networks subordinate voting shares du ring such period will be recognized.

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Accordingly, for shares of 360networks subordinate voting shares purchased during the Class Period"Recognized Claims" will be calculated for purposes of the Settlement as follows :

(a) For shares of 360networks subordinate voting shares purchased during theClass Period that were sold at a loss on or before June 28, 2001 , an Authorized Claimant's "Recognized Claim"from such shares shall mean the difference between the purchase price paid (including commissions, etc .) andthe sales proceeds received (net of commissions, etc .) .

(b) For shares of 360networks subordinate voting shares purchased during theClass Period that were still owned at the close of trading on June 28, 2001 , an Authorized Claimant's"Recognized Claim" from such shares shall mean the purchase price paid (including commissions, etc .) less$0.125 per share .

In the event a Class Member has more than one purchase or sale of 360networks subordinate voting shares, allpurchases and sales within the Class Period shall be matched on a First In First Out ("FIFO") basis, Class Periodsales will be matched against Class Period purchases in chronological order (any shares held prior to the start ofthe Class Period shall be the last shares considered sold or held) . A purchase or sale of 360networks subordinatevoting shares shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement"or "payment" date . The receipt or grant by gift, devise or operation of law of 360networks subordinate votingshares during the Class Period shall not be deemed a purchase or sale of 360networks subordinate voting sharesfor the calculation of an Authorized Claimant's Recognized Claim nor shall it be deemed an assignment of anyclaim relating to the purchase of such shares unless specifically provided in the instrument of gift or assignment .The receipt of 360networks subordinate voting shares during the Class Period in exchange for securities of anyother corporation or entity shall not be deemed a purchase or sale of 360networks subordinate voting shares .

To the extent a Clairnarit had' a gain from his, her or its overall transactions in 360networks7 subordinate votingshares during the Class Period, the value of the Recognized Claim will be zero . To the extent that a Claimantsuffered an overall loss on his, her or its overall transactions in 360networks subordinate voting shares duringthe Class Period, but that loss was less than the Recognized Claim calculated above, then the Recognized Claimshall be limited to the amount of the actual loss .

For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in360networks subordinate voting shares during the Class Period or suffered a loss, the Claims Administratorshall : (i) total the amount paid for all 360networks subordinate voting shares purchased during the Class Periodby the claimant (the "Total Purchase Amount"); (ii) total the amount received for sales of shares of 360networkssubordinate voting shares sold during the Class Period (the "Sales Proceeds") ; and (iii) ascribe a $0.125 pershare holding value for the number of shares of 360networks subordinate voting shares purchased during theClass Period and still held at the end of the Class Period ("Holding Value") . The difference between (x) theTotal Purchase Amount ((i) above) and (y) the sum of the Sales Proceeds ((ii) above) and the Holding Value((iii) above) will be deemed a Claimant's gain or loss on his, her or its overall transactions in 360networkssubordinate voting shares during the Class Period .

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her, or itsRecognized Claim as compared to the total Recognized Claims of all Authorized Claimants .

Class Members who do not submit acceptable Proofs of Claim will not share in the Settlement proceeds . TheSettlement and the Order and Final Judgment of the Court dismissing this Class Action will nevertheless bindclass Members who do not either submit a request for exclusion or submit an acceptable Proof of Claim .

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Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has

finally approved the settlement . If any funds remain in the Net Settlement Fund by reason of un-casheddistribution checks or otherwise, then, after the Claims Administrator has made reasonable and diligent effortsto have Class Members who are entitled to participate in the distribution of .the Net Settlement Fund cash their

distributions, any balance remaining in the Net Settlement Fund one (1) year after the initial distribution of suchfunds shall be re-distributed to Class Members who have cashed their initial distributions and who would

receive at least $10.00 from such re-distribution, after payment of any unpaid costs or fees incurred in

administering the Net Settlement Fund for such re-distribution . If after six months after such re-distribution any

funds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, . not-for-

profit, 501(c)(3) organization(s) designated by Lead Counsel .

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEE S

If you purchased subordinate voting shares of 360networks during the period between April 20, 2000 and June28, 2001, inclusive, for the beneficial interest of a person or organization other than yourself, the Court hasdirected that, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide tothe Claims Administrator the name and last known address of each person or organization for whom or whichyou purchased such stock during such time period or (b) request additional copies of this Notice and the Proof ofClaim form, which will be provided to you free of charge, and within seven (7) days mail the Notice and Proofof Claim form directly to the beneficial owners of the securities referred to herein . If you choose to follow

alternative procedure (b), the Court has directed that, upon such mailing, you send a statement to the ClaimsAdministrator confirming that the mailing was made as directed . You are entitled to reimbursement from the

Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including

reimbursement. . of postage expense and the cost of ascertaining the names and addresses of beneficial owners .

Those expenses will `.be paid upon request and submission of appropriate supporting documentation . All

communications concerning the foregoing should be addressed to the Claims Administrator .

360networks Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorP.O. Box 91035

Seattle, WA 98111-9135(800) XXX-XXXX

Dated : By Order of the CourtCLERK OF THE COURT

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MUST BE POSTMARKEDNO LATER THA N1 [DATE]

Claim Number:

In re 360networks Securities LitigationClaims Administrator

P.O. Box 91035Seattle, WA 98111-9135

1-800-445-9125

NWK• • • • • • • • • • • • • • •

PROOF OF CLAIM AND RELEASE FORMControl Number:

Please fill in Social Security Number/Taxpayer ID Number if box is blank:

REQUIRED INFORMATION OR CORRECTIONSWrite any name and address corrections below if an ycorrections are necessary OR if there is no prep rinted data tothe left, YOU MUST provide your name and address here :

Name:

Address :

City :

State :

Zip Code/Country :

Identity of Claimant: (Complete only the applicable portions)

Daytime Telephone Number:❑ Individual ❑ Partnership❑ Estate ❑ Corporation❑ Trust ❑ Two or more persons as as joint owners❑ Agent or Attorney ❑ Other (Describe are separate sheet)

Evening Telephone Number:', ( ) - 0 IRA, Keogh or Other Type of Individual Retirement Pla n(Indicate type of plan, mailing address , and name of current custodian)

1. GENERAL INSTRUCTION S

1 . To recover as a Class Member based on your claims in the consolidated action entitled In re 360networks SecuritiesLitigation, No. 02 CV 4837 (MGC) (the "Litigation"), you must complete and, on page 5 hereof, sign this Proof of Claim andRelease Form. If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release Form,your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connectionwith the 'proposed Settlement of the Litigation .

2 . Submission of this Proof of Claim and Release Form, however, does not assure that you will share in the proceeds ofJ Settlement in the Litigation .

3 . YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE FORM POSTMARKED ONOR BEFORE , 2005 ADDRESSED AS FOLLOWS :

In re 360networks Securities LitigationClaims Administrator

P .O. Box 91035Seattle , WA 98111-9135

1-800-445-912 5

If you are NOT a Class Member (as defined in the Notice of Pendency of Class Action and Proposed Se tt lement), DO NOTsubmit a Proof of Claim and Release Form .

4 . If you are a Class Member , you are bound by the terms of any judgment entered in the Litigation , WHETHER OR NOTYOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM .

11 . CLAIMANT IDENTIFICATIO N

1 . If you purchased or otherwise acquired 360networks, Inc . subordinate voting shares ("360networks Shares") on theopen market and held the certificate(s) in your name, you are the beneficial purchaser/seller as well as the record pur-chaser/seller. If, however, you purchased 360networks Shares and the certificate(s) were registered in the name of a thirdparty, such as a nominee or brokerage firm, you are the beneficial purchaser/seller and the third party is the record pur-chaser/seller .

2 . Use section entitled "REQUIRED INFORMATION OR CORRECTIONS" to identify each purchaser/seller of record

("nominee"), if different from the beneficial purchaser of 360networks Shares which form the basis of this claim . THIS

CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER/SELLER OR PURCHASERS/SELLERS, OR THELEGAL REPRESENTATIVE OF SUCH PURCHASER/SELLER OR PURCHASERS/SELLERS OF THE 360NETWORKS

SHARES UPON WHICH THIS CLAIM IS BASED .

J 3. All joint purchasers/ sellers must sign this claim . Executors , administrators , guardians, conse rvators , and trustees mustcomplete and sign this claim on behalf of Persons represented by them , and proof of their authority must accompany thisclaim and their titles or capacities must be stated . The Social Securi ty (or taxpayer identification) number and telephonenumber of the beneficial owner may be used in verifying the claim . Failure to provide the foregoing information could delayverification of your claim or result in rejection of the claim .

III . CLAIM FOR M

1 . Use section entitled "Schedule of Transactions in 360networks Shares" to supply all required details of your transac-tion(s) in 360networks Shares. If you need more space or additional schedules, attach separate sheets giving all of therequired information in substantially the same form . Sign and print or type your name on each additional sheet.

21. On the schedules,' provide all of the requested information with respect to all of your purchases/acquisitions and all ofyour sales of 360networks Shares which took place at any time beginning April 20, 2000 through and including June 28,2001 (the "Class Period"), whether,such transactions resulted in a profit or"a loss . Failure to report all : such transactions`may result in the rejection of your claim .

3 . List each transaction in the Class Period separately and in chronological order, by trade date, beginning with theearliest. You must accurately provide the month, day, and year of each transaction you list .

4 . The date of a "short sale" of shares is deemed to be the date of sale of 360networks Shares . The date covering a "shortsale" of shares is the actual trade date of purchase of 360networks Shares .

5 . Photocopies of broker confirmation slips, stock brokers statements, relevant portions of your tax return or otherdocuments evidencing each purchase, sale, or retention of 360networks Shares should be attached to your claim . Failureto provide this documentation could delay verification of your claim or result in rejection of your claim .

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. . . . . . . . . . . • • . .

SCHEDULE OF TRANSACTIONS. IN 360NETWORKS SHARE SSeparately list each of your purchases/acquisitions and sales of 360networks Shares below . Attach a separate schedule if more space is

needed . Be sure to include your name and Social Security number or Tax ID number on any additional sheets . The date of purchase

or sale is the "trade" or "contract" date, and not the "se tt lement" or "payment" date.

BEGINNING HOLDINGS : Number of shares of 360networks Shares held atthe close of trading on April 19, 2000

PURCHASES/ACQUISITIONS : Separately list each and every purchase or acquisition of3bunetworKs mares oetween wpru /u , Auuu anu .June zo , cuu i , inclusive .

Trade Date(s) ofPurchase

(List Chronologically)

Number of Purchase PriceShares of 360networks Per Share of

Shares Purchased 360network Shares

Total Purchase Price(excluding commission ,

taxes, and fees)Month/Day/Yea r

i i j Is Is

1 7 F I is II 1 -1 Fs -J Js -1

SALES : Separately list each and every sale of 360networks Shares betweenApril 20, 2000 and June 28 , 2001 , inclusive .

Trade Date(s) of Sale Number of Sale Price Total Proceeds(List Chronologically) Shares of 360networks Per Share of (excluding commission ,

Month/Day/Year Shares Sold 360network Shares taxes, and fees)

o001 /71 1 :1 1$ Is i1 -1 1 -1 Fs- I Fs I

UNSOLD HOLDINGS : Number of 360networks Shares held at the close of trading onJune 28, 2001 :

You must supply documentation for each and every transaction above. Please check hereto confirm that documentation has been supplied: J

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• • . • • • • • • • • • • • •

IV . SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENT S

I submit this Proof of Claim and Release Form under the terms of the Stipulation and Agreement of Settlement (the"Stipulation") described in the Notice . I also submit to the jurisdiction of the United States District Court for the SouthernDistrict of New York with respect to my claim as a Class Member and for purposes of enforcing the release set forth here-in . I further acknowledge that I am bound by and subject to the terms of any judgment that may be entered in the Litigation .I agree to furnish additional information to Lead Counsel to support this claim if required to do so . I have not submittedany other claim covering the same purchases or sales of 360networks Shares during the Class Period and know of noother Person having done so on my behalf.

V . RELEASE

1 . I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, anddischarge from the Released Claims each and all of the "Released Parties" . Released Parties means (i) Ledcor HoldingsInc. and each of its past or present subsidiaries, parents, successors and predecessors, and all of the aforementioned enti-

-J ties' officers, directors, agents, employees, shareholders, attorneys, advisors, insurers, and investment advisors, and anyperson, firm, trust, corporation, officer, director or other individual or entity in which Ledcor Holdings Inc . has a controllinginterest or which is related to or affiliated with Ledcor Holdings Inc . ; (ii) Gregory B . Maffei, Jimmy D . Byrd, Larry Olsen,Ronald Stevenson, Vanessa Wittman, Stephen Baker, Stephen Stow, David Lede, Clifford Lede and each of his or her legalrepresentatives, personal representatives, insurers, heirs, successors in interest or assignees and any person, firm, trust,corporation, officer, director or other individual or entity in which he or she has a controlling interest or which is related toor affiliated with him or her ; and (iii) all other former officers, directors, employees or agents of 360networks, Inc . or any ofits past or present subsidiaries, parents, predecessors or successors, and each of his or her legal representatives, per-sonal representatives, insurers, heirs, successors in interest or assignees and any person, firm, trust, corporation, officer,director or other individual or entity in which he or she has a controlling interest or which is related to or affiliated with himor her.

2 . . . "Released Claims" means any and all claims, actions and causes of action in law or equity, suits, obligations, debts,demands, agreements, promises, liabilities controversies, damages, losses, attorneys' fees, costs or expenses of qny kindwhatsoever, whether based on United States federal, state, or local statutes, regulations, rules or common law or the fed-eral or provincial statutes, regulations, rules or common law of Canada, or any other law, rule or regulation or right of action,foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, suspected or unsuspected,fixed or contingent, and whether or not concealed or hidden, that are based upon, are related to, arise from or are con-nected with any facts, circumstances, statements, omissions, events or other matters raised or referred to in the pleadingsin the Action or which could have been asserted against the Released Parties by the Lead Plaintiffs or any Class Member,including, but not limited to any of the following : (I) the purchase or other acquisition of 360networks Shares whether onthe Nasdaq stock exchange, the Toronto Stock Exchange, or otherwise during the Class Period, (ii) the claims, actions orcauses of action arising out of or in any way based upon, connected with or related to any prospectus, registration state-ment, proxy statement, annual report, quarterly earnings report, press release or other publicly disseminated document orpublic statement on behalf of 360networks, Inc . from April 20, 2000 through and including . June 28, 2001, or (iii) the trans-actions, events, occurrences, acts or omissions related directly or indirectly to or arising out of the subject matters referredto or set forth in the Complaint in the Action, or facts and claims for relief which could have been alleged or litigated there-in.

3 . "Unknown Claims" means any and all Released Claims which any Lead Plaintiff or Class Member does not know orsuspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Defendants' Claims whichany Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affect-ed his, her or its decision(s) with respect to the Settlement . With respect to any and all Released Claims and Defendants'Claims, the parties stipulate and agree that upon the Effective Date, the Lead Plaintiffs and the Defendants shall express-ly waive, and each Class Member shall be deemed to have waived, and by operation of the Judgment shall have express-ly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States orCanada, or principle of common law, which is similar, comparable, or equivalent to Cal . Civ . Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materially affected his settlement with the debtor .

Lead Plaintiffs and Defendants acknowledge , and Class Members by operation of law shall be deemed to have acknowl-edged , that the inclusion of "Unknown Claims" in the definition of Released Claims and Defendants ' Claims was separatelybargained for and was a key element of the Se ttlement.

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4 . This release shall be of no force or effect unless and until the Court approves the Stipulation and Agreement ofSe ttlement and the Stipulation becomes effective on the Effective Date .

5 . 1 (We) hereby warrant and represent that I (we) have not assigned or transfer red or purported to assign or transfer,

voluntarily or involuntarily , any matter released pursuant to this release or any other part or portion thereof .

6 . I (We) hereby warrant and represent that I (we) have included information about all of my (our ) transactions in360networks Shares which occurred during the Class Period, and the number of 360networks Shares held by me (us) atthe close of trading on April 19, 2000 and June 28, 2001 .

CERTIFICATION AND SUBSTITUTE FORM W-9

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT :

The number shown on this form is my ( our) correct Social Secu rity number (SSN) or Taxpayer Identification

number (TIN); and I (we) ce rt ify that I am (we are) NOT subject to backup withholding under the provisions of Section3406 (a)(I)(C) of the Internal Revenue Code , because (a) I am (we are) exempt from backup withholding ; or (b) I (we) havenot been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failureto report all interest or dividends ; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer

subject to backup withholding .

The Internal Revenue Serv ice ("I .R .S") requires you to include your Taxpayer Identification number . If you fail toprovide this information , your claim may be rejected.

NOTE : If you have been notified by the Internal Revenue Service that you are subject to backup withholding , check this

box. D .

If you are not a . U .S . Resident of 0 ., $. ;;ident Alien , check this Izox . ,0

The Internal Revenue Service does not require your consent to any provision of this document other than the certificationrequired to avoid backup withholding .

I (we) fu rther declare under penalty of perju ry that all of the information supplied on this Proof of Claim and Release Formis true, correct, and complete under the laws of the United States of America .

Executed this day of(Month/Year) (Sign your name here)

in(City) (State/Country) (Capacity of person(s) signing, e .g ., Beneficial

Purchaser, Executor or Administrator )

(Type or print your name here )

5

Reminder Checklis t

1 . Please sign page 5 of the section of the Proof ofClaim and Release form .

2 . Remember to attach supporting documentation.

3 . Do not send original stock certificates .

4. Keep a copy of your claim form and all supportingdocumentation for your records .

5 . The Administrator will acknowledge receipts. ofyour Proof of Claim and Release Form bymail . Your claim is not deemed filed until youreceive an acknowledgment postcard . If you donot receive an acknowledgment postcard within 30days, please call the Administrator toll-free at1-800-445-9125.

6 . If you move,. please send us your new address .

7 . Do not use highlighter on Proof of Claim andRelease Form or supporting documentation .

ANY PERSON WHO KNOWINGLY SUBMITS A FALSE PROOFOF CLAIM AND RELEASE FORM IS SUBJECT TO PENALTIESFOR PERJURY AND OTHER VIOLATIONS OF FEDERAL LAW .

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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE 360NETWORKS ) 02 CV 4837 (MGC) .SECURITIES LITIGATION )

SUMMARY NOTICE. OF PENDENCY OF CLASS ACTION AND . PROPOSED. SETTLEMENT,

. MOTION FOR ATTORNEYS'. FEES AND SETTLEMENT FAIRNESS HEARING

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED 360NETWORKS, INC .SUBORDINATE VOTING SHARES BETWEEN APRIL 20, 2000 AND JUNE 28, 2001,INCLUSIVE .

YOU ARE HEREBY. NOTIFIED, pursuant to Rule 23 of the Federal Rules of CivilProcedure and an Order of the Court, that the above-captioned action has been certified as a classaction for settlement purposes only and that a Settlement valued at $7 million has been proposed .

A hearing will be held before the Honorable Miriam Goldman Cedarbaum, U .S.D.J ., in theDaniel Patrick Moynihan United States Courthouse, 500 Pearl Street, Room , New York,

New York, at ;.m., on 2005 to°determine whether the proposedSettlement should be approved by the Court as fair, reasonable, and adequate, and to consider the : ..application of Lead Counsel for attorneys' fees and reimbursement of expenses .

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTSWILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT

FUND. If you have not yet received the fall printed Notice of Pendency of Class Action and

Proposed Settlement, Motion for Attorneys ' Fees and Settlement Fairness Hearing and a Proof of

Claim form, you may obtain copies of these documents by contacting :

360networks Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorPost Office Box XXXX

Seattle , WA XXXXX-XXXX

(800) XXX- =www.360networksclassaction.com

If you are a Class Member, in order to share in the distribution of the Net . Settlement Fund, you

must submit a Proof of Claim form postmarked by , 2005, establishing that you are

entitled to recovery. You will be bound by any judgment rendered in the action whether or not

you make a claim.

If you desire to be excluded from the Class, you must file a request for exclusion postmarked by, 2005 , in the manner and form explained in the detailed Notice referred to above . All

Class Members who have not requested exclusion from the Class will be bound by any judgmententered in the Action pursuant to the Stipulation of Settlement .

Any objection to any of the matters to be considered at the Settlement Hearing must be mailed ordelivered such that it is received by each of the following no later than , 2005:

CLERK OF THE COURT UNITED .STATESDISTRICT COURT SOUTHERN DISTRICTOF NEW YORK500 Pearl StreetNew York, New York 10007-131 2

Attorneys for Lead Plaints Attorneys for the Defendants

SCOTT + SCOTT, LLC SKADDEN, ARPS, SLATE,DAVID R. SCOTT MEAGHER & FLOM LLPERIN GREEN COMITE SAMUEL KADET108 Norwich Ave Four Times SquareP.O . Box 192 New York, New York 10036-6522Colchester, Connecticut 06415

DECHERT LLPROBERT JOSSEN30 Rockefeller Plaz aNew York, New York 10112-2200

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICEREGARDINGTHIS NOTICE .

DATED: BY ORDER OF THE COURTUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

------------------------------ x

IN RE 360NETWORKS : 02-CV-4837 (MGC)SECURITIES LITIGATION

------------------------------ XORDER AND FINAL JUDGMEN T

On the _ day of , 2005, a hearing having been held before

this Court to determine : (1) whether the terms and conditions of the Stipulation of

Settlement between Lead Plaintiffs, on behalf of themselves and the Class, and Vaness a

Wittman, Larry Olsen, Gregory Maffei, Jimmy D . Byrd, Ronald Stevenson, Stephen

Baker, Stephen Stow, David Lede,, Clifford Lede and Ledcor Holdings Inc . f/k/a Ledcor

Inc. (collectively, the "Defendants"), dated October 2005 (the "Stipulation") are fair,

reasonable and adequate for the settlement of all claims asserted by the Class against

Defendants in the Third Amended Complaint (the "Complaint") now pending before this

Court under the above caption (the "Action"); and (2) whether judgment should b e

entered dismissing the Complaint on the merits and with prejudice in favor of the

Defendants, and the Released Claims should be released in favor of the Defendants, as

against all persons or entities who are members of the Class and who have not requested

exclusion therefrom;

And it appearing that a notice of the settlement and hearing thereo n

substantially in the form approved by the Court was mailed to all persons and entities

1 reasonably identifiable, who purchased or otherwise acquired 360networks subordinate

voting shares during the Class Period, except those persons and entities excluded fro m

the definition of the Class, as shown by the records of 360networks and/or its transfe r

agent;

And it appearing that a summary notice of the hearing substantially in the

form approved by the Court was published in The Wall Street Journal and the Canadian

Globe and Mail and published electronically on PR Newswire, pursuant to the

specifications of the Court;

And the Court, having considered all matters submitted to it at the hearing

and otherwise having determined the fairness and reasonableness of the propose d

Settlement of the claims of the Class against the Defendants;

NOW, THEREFORE, IT IS HEREBY ORDERED THAT :

1 . The prerequisites for a class action under Rule 23(a) . and (b)(3) of the

Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Class

Members is so numerous that joinder of all members thereof is impracticable ; (b) there

are questions of law and fact common to the Class ; (c) the claims of the Lead Plaintiffs

are typical of the claims of the Class they seek to represent; (d) the Lead Plaintiffs wil l

I fairly and adequately represent the interests of the Class ; (e) the questions of law and fact

common to the members of the Class predominate over any questions affecting only .

individual members of the Class ; and (f) a class action is superior to other availabl e

I methods for the fair and efficient adjudica tion of the controversy .

2

2. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civi l

Procedure the Action is hereby certified as a class action on behalf of the Class as define d

in the Stipulation .

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Lead

Plaintiffs are certified as class representatives .

4. The Settlement is approved as fair, reasonable and adequate, and in

the best interests of the Class. The Class Members and the Defendants are directed to

consummate the Settlement in accordance with the terms and provisions of the

Stipulation. Excluded from the Class are all the persons and entities listed on Exhibit A

attached hereto, each of whom timely filed a valid request for exclusion from the Class .

The Complaint is hereby dismissed without . costs and with prejudice

in full and final discharge of any and all claims :which were or could have been asserted

in the Action, as against all Defendants . The Court finds the Complaint was filed on a

good faith basis in accordance with the Private Securities Litigation Reform Act and Rule

11 of the Federal Rules of Civil Procedure based upon all publicly available information.

6. "Released Claims" means any and all claims, actions and causes o f

action in law.-or equity, suits, obligations, debts, demands, agreements, promises ,

liabilities, controversies, damages, losses, attorneys' fees, costs or expenses of any kind

whatsoever, whether based on United States federal, state, or local statutes, regulations,

rules or common law or the federal or provincial statutes, regulations, rules or common

law of Canada, or any other law, rule or regulation or right of action, foreseen o r

3

unforeseen, matured or unmatured, known or unknown,. accrued or not accrued,

suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden ,

that are based upon, are, related to, arise from or are connected with any facts,

circumstances, statements, omissions, events or other matters raised or referred to in th e

pleadings in the Action or which could have been asserted against the Released Parties b y

the Lead Plaintiffs or any Class Member, including, but not limited to any of th e

following: (i) the purchase or other acquisition of 360networks, inc . subordinate voting

shares whether on the Nasdaq stock exchange, the Toronto Stock Exchange, or otherwis e

during the Class Period, (ii) the claims, actions or causes of action arising out of or in an y

way based upon, connected with or related to any prospectus, registration statement ,

proxy statement, annual report, quarterly.. earnings report, press release or other publicly

disseminated document or public statement on behalf of 360networks, inc . from April 20 ,

2000 through and including June 28, 2001, or (iii) the transactions, events, occurrences ,

acts or omissions related directly or indirectly to or arising out of the subject matters

referred to or set forth in the Complaint in the Action, or facts and claims for relief which

could have been alleged or litigated therein .

7. "Released Parties" means (i) Ledcor Holdings Inc . and each of its past

or present subsidiaries , parents, successors and predecessors, and all of the

aforementioned entities' officers, directors, agents, employees, shareholders, attorneys,

advisors, insurers, and investment advisors, and any person, firm, trust, corporation,

officer, director or other individual or entity in which Ledcor Holdings Inc. has a

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controlling interest or which is related to or affiliated with Ledcor Holdings Inc . ; (ii

) Gregory B. Maffei, Jimmy D . Byrd, Larry Olsen, Ronald Stevenson, Vanessa Wittman,

Stephen Baker, Stephen Stow, David Lede, Clifford Lede and each of his or her legal

representatives, personal representatives, insurers, heirs, successors in interest or

assignees and any person, firm, trust, corporation, officer, director or other individual or

entity in which he or she has a controlling interest or which is related to or affiliated with

him or her ; and (iii) all other former officers, directors, employees or agents of

360networks, inc ., or any of its past or present subsidiaries, parents, predecessors or

successors, and each of his or her legal representatives, personal representatives, insurers, .

heirs, successors in interest or assignees and any person, firm, trust, corporation, officer,

director or other'individual or entity in which he or-she has a controlling interest or which

is related to or affiliated with him or her .

8 . Class Members and the successors and assigns of any of them, are

hereby permanently barred and enjoined from instituting, commencing or prosecuting,

either directly or in any other capacity, any of the Released Claims against any of the

Released Parties .

9. The Released Claims are hereby compromised, settled, . released ,

discharged and dismissed as to each of the Released Parties on the merits and with

prejudice by virtue of the proceedings herein and this Order and Final Judgment .

10. The Released Parties' claims arising out of the filing, commencement

l and prosecution of the Action, if any, against any of the Lead Plaintiffs, Class Member s

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or their attorneys, are hereby compromised, settled, released, discharged and dismissed

on the merits and with prejudice by virtue of the proceedings herein and this Order an d

Final Judgment .

11 . Neither the Stipulation, nor any of its terms and provisions, nor any of

the negotiations or proceedings connected with it, nor any of the documents or statements

referred to therein shall be :

(a) Offered in evidence as proof of liability or a presumption,

concession or an admission by any of the Released Parties of the truth of any fact

alleged or the validity of any claim that has been, could have been or in the future

might be asserted in the Complaint, or otherwise against the Released Parties, or

of any purported liability, fault, wrongdoing or otherwise : of the Released Parties ;

or

(b) Offered or received in evidence as proof of a presumption,

concession or an admission of any purported liability, wrongdoing, fault,

misrepresentation or omission in any statement, document, report or financial

statement heretofore or hereafter issued, filed, approved or made by any of th e

Released Parties or otherwise referred to for any other reason, other than for th e

purpose of and in such proceeding as may be necessary for construing, terminating

or enforcing the Stipulation; or

(c) Construed as a concession or an admission that the Lea d

Plaintiffs or the Class have suffered any damage ; or

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(d) Construed as or received in evidence. as an admission ,

concession or presumption against Lead Plaintiffs or the Class or any of them, tha t

any of their claims are without merit or that damages recoverable under the

Complaint would not have exceeded the Settlement Fund . .

12 . . All actions and claims against any of the Defendants for contribution,

however denominated, are permanently barred, enjoined and finally discharged .

13 . Exclusive jurisdiction is hereby retained over the parties and the Clas s

Members for all matters relating to this Action, including the administration ,

interpretation, effectuation or enforcement of the Stipulation and this Judgment .

14. The finality of this Judgment shall not be affected, in any manner, by

rulings that the Court may make on the motions for . approval: of Lead -Plaintiffs' Plan of

Allocation and Lead Counsel's application for an award of attorneys' fees an d

reimbursement of expenses .

15. The Court hereby finds that the notice described provided the best

notice practicable under the circumstances . Said notice provided due and adequate notic e

of these proceedings and the matters set forth herein, including the Settlement and Plan of

Allocation, to all person entitled to such notice, and said notice fully satisfied th e

requirements of Rule 23 of the Federal Rules of Civil Procedure and the requirements o f

due process . Due and adequate notice of the proceedings has been given to the Clas s

Members, and a full opportunity has been offered to the Class Members to object to th e

proposed Settlement and to participate in the hearing thereon . Thus, it is hereby

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determined that all members of the Class who did not elect to exclude themselves by

written communication postmarked or delivered on or before , 2005 are

bound by this Judgment.

16. In the event that the Settlement does not become final and effective i n

accordance with the terms and conditions set forth in the Stipulation, then this Judgment

shall be rendered null and void and be vacated and the Settlement and all orders entere d

in connection therewith shall be rendered null and void, and the parties shall be returned

to their respective positions immediately prior to the execution of the Stipulation.

17 . Terms not defined herein have the meaning ascribed to them in the

Stipulation.

Dated:

MIRIAM GOLDMAN CEDARBAUM, U .S.D.J .

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10/12 /05 14 :04 FAX 619 233 0508 Scott & Scott LLC II002ti

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

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IN RE 360NETWORKS 02-CV-4837 (MGC)SECURITIES LITIGATION

1 CONFIDENTIAL EDIT TO TAESTIPULATION AND AGREEMENT OF SETTLEMENT

Pursuant to Paragraph 24 of the Stipulation, the Settlement and the

Stipulation shall terminate automatically and without notice if Class Members whose

aggregate purchases of shares of 360networks, inc . subordinate voting shares during the

Class Period, net of their aggregate sales of shares of 360nnetwork , inc . subordinate

voting shares during the Class Period ; equal seven hundred fifty thousand (750,000) or

more elect to exclude themselves from the Class . The amount of net subordinate voting

shares purchased during the class period by any Class Member who requests exclusion

from the Class in accordance with the requirements of the Hearing Order and Notice shall

be determined by the amounts properly disclosed in such exclusion.

Dated: Octobe~ , 2005

By:David R. Scott/

' Erin Green CoSCOTT + SCOTT, LLC108 Norwich AveP.O. Box 192Colchester, Connecticut 06415(860) 537-553 7

Lead Counsel for Plaintiffs

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By:S uel KadetWilliam F. Clarke, Jr ..SKADDEN ARPS SLATE

MEAGHER & FLOM, LLPFour Times SquareNew York, New York 10036-6522(212) 735-3000

Counsel for Gregory B. Maffei, JimmyD. Byrd, Larry Olsen, Ronald Stevenson,Vanessa Wittman, Stephen Baker andStephen Stow

By:

Counsel for Clifford Lede, David Ledeand Ledcor, Inc.

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30 Rockefeller Plaz aNew York, New York 10112-2200(212) 698-3500