MEMORANDUM OF LAW IN SUPPORT OF THE MOTION OF PLAINTIFFS JAMES M. GARFINKEL AND RALPH ESPOSITO AND

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1 1 GEORGE S. TREVOR, ESQ. (Cal. Bar No. 00 Tamal Plaza Suite 0 Corte Madera, CA Telephone: ( - WECHSLER HARWOOD HALEBIAN & FEFFER LLP Robert I. Harwood James G. Flynn Madison Avenue New York, New York 0 Telephone: ( -00 ABRAHAM & PASKOWITZ Laurence Paskowitz 0 East nd Street New York, New York Telephone: ( -0 Attorneys for Plaintiffs UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA YEHUDAH TOIV, on behalf of himself and all others similarly situated No. :01-CV--MMC Plaintiffs, vs. RAMBUS, INC., GEOFF TATE, WILLIAM DAVIDOW, BRUCE DUNLEVIE, P. MICHAEL FARMWALD, MARK HOROWITZ, CHARLES GESCHKE, DAVID MOORING and GARY HARMON, Defendants. [Additional captions on following pages] MEMORANDUM OF LAW IN SUPPORT OF THE MOTION OF PLAINTIFFS JAMES M. GARFINKEL AND RALPH ESPOSITO AND THE RAMBUS SHAREHOLDERS GROUP FOR APPOINTMENT OF LEAD PLAINTIFF AND APPROVAL OF SELECTION OF CO-LEAD COUNSEL

2 1 MATTHEW GREENBLATT and CHARLES A. HARAD, On Behalf of Themselves and All Others Similarly Situated, Plaintiffs, vs. RAMBUS, INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, and WILLIAM DAVIDOW, Defendants. No. :01-CV--MMC PHILIP SCHWARTZ, On Behalf of Himself and All Others Similarly Situated, No. :01-CV--MMC Plaintiff, vs. RAMBUS, INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, and WILLIAM DAVIDOW, Defendants. ARIS AREFI, on behalf of himself and all others similarly situated, No. :01-CV--MMC Plaintiff, vs. RAMBUS, INC., GEOFF TATE, DAVID MOORING, GARY HARMON, ED LARSEN, AVEDIS KANADJIAN, PAUL MICHAEL FARMWALD, MARK HOROWITZ, KEVIN DONNELLY, THOMAS F. FOX, WILLIAM H. DAVIDOW, and SUBODH TOPRANI, Defendants.

3 1 GEORGE MURPHY, on behalf of Himself and all others similarly Situated, No. :01-CV--JF Plaintiff, vs. RAMBUS, INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN and WILLIAM DAVIDOW, Defendants. LORI WILL, On Behalf of Herself And All Others Similarly Situated, No. :01-CV-0-MMC Plaintiff, vs. RAMBUS, INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN and WILLIAM DAVIDOW, Defendants. MUHAMMED ZIA, Plaintiff, No. :01-CV-0-MEJ vs. RAMBUS, INC., GEOFF TATE, WILLIAM DAVIDOW, P. MICHAEL FARMWALD, MARK HOROWITZ, DAVID MOORING, and GARY HARMON, Defendants. 1

4 1 LEONARD BRODY, on behalf of himself and all others similarly situated No. :01-CV-0-JL Plaintiffs, vs. RAMBUS INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSON, and WILLIAM DAVIDOW, Defendants. OREN GISKAN, on Behalf of Himself and All Others Similarly Situated, No. :01-CV--JF Plaintiff, vs. RAMBUS, INC., GEOFFREY TATE, DAVID MOORING, GARY HARMON, MARK HOROWITZ, PAUL FARMWALD, BRUCE DUNLEVIE, EDWARD LARSEN, and WILLIAM DAVIDOW, Defendants. BRUCE R. QUEEN, Plaintiff, No. :01-CV-0-JL vs. RAMBUS INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, WILLIAM DAVIDOW, and AVEDIS KANADJIAN, Defendants.

5 1 DAVID LOWINGER, Plaintiff, No. :01-CV-00-MEJ vs. RAMBUS INC., GEOFFREY TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWTIZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, and WILLIAM DAVIDOW, Defendants. LEWIS D. BAKER, on behalf of himself and all others No. :01-CV--RS similarly situated, Plaintiff, vs. RAMBUS, INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, and WILLIAM DAVIDOW, Defendants. PHILIP SCHIER, Plaintiff, No. :01-CV-0-MEJ vs. RAMBUS INC., GEOFFREY TATE, GARY G. HARMON, and DAVID MOORING, Defendants.

6 1 STEPHEN H. HANEY, on behalf of himself and all others similarly situated No. :01-CV-0-MMC Plaintiffs, vs. RAMBUS INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWITZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSON, and WILLIAM DAVIDOW, Defendants. JEREMY BRICKNER, Plaintiff, No. :01-CV-0-MEJ vs. RAMBUS INC., GEOFFREY R. TATE, DAVID MOORING, GARY G. HARMON, MARK HOROWTIZ, PAUL MICHAEL FARMWALD, BRUCE S. DUNLEVIE, EDWARD H. LARSEN, and WILLIAM DAVIDOW, Defendants. Plaintiffs James M. Garfinkel and Ralph Esposito in the action entitled Garkinkel v. Rambus Inc. et al., No. :01CV1, filed in the Federal District Court for the Eastern District of Virginia on August, 01, along with the Rambus Shareholder Group -- consisting of class members United Fortune Limited, Mario Bernardi, Jr., and Banque Pictet -- (collectively, the Movants, respectfully submit this memorandum of law in support of their motions, pursuant to Rule of the Federal Rules of Civil Procedure, and Section 1D(a((B of the Exchange Act, U.S.C. u-(a((b, as amended by the Private Securities Litigation Reform Act of ("PSLRA", for entry of an order: (1 appointing the Rambus Shareholders Group as lead

7 plaintiff in these related cases; and ( approving proposed lead plaintiff s selection of co-lead counsel and liaison counsel. 1 The losses suffered by the proposed lead plaintiff are not the same as its legally compensable damages, measurement of which is often a complex legal question that cannot be determined at this stage of the litigation. I. INTRODUCTION This action is presently the only known action pending in the Eastern District of Virginia for securities fraud class actions against Rambus Inc. ( Rambus or the Company and certain of its officers and directors (collectively, the defendants. There are known actions, pending in the Federal District Court for the Northern District of California, which allege the same common scheme and course of conduct by defendants to defraud investors in violation of Section (b and Rule b- promulgated thereunder, and Section (a of the Securities Exchange Act of (the 1 1 The Rambus Shareholders Group suffered approximately $1,,0. in losses from their acquisition of,00 shares of Rambus stock. See Exhibits ( Ex. A & B to the Declaration of James G. Flynn dated October, 01 (the Flynn Decl. (Movants Certifications of Named Plaintiff; and Flynn Decl., Ex. C (the Rambus Shareholders Group Group s damage calculation.

8 1 Exchange Act. The related cases pending in the Northern District of California are: Abbreviated Case Name Index No. Date Filed Toiv v. Rambus, Inc. et al. :01-CV--MMC Aug., 01 Greenblatt v. Rambus, Inc. et :01-CV-1-MMC Aug., 01 al. Schwartz v. Rambus, Inc. et :01-CV--MMC Aug., 01 al. Arefi v. Rambus, Inc. et al. :01-CV--MMC Aug., 01 Murphy v. Rambus, Inc. et al. :01-CV--JF Aug., 01 Will v. Rambus, Inc. et al. :01-CV-0-MMC Aug., 01 Zia v. Rambus Inc. et al. :01-CV-0- MEJ Aug., 01 Brody v. Rambus Inc. et al. :01-CV-0-JL Aug. 1, 01 Giskan v. Rambus, Inc. et al. :01-CV--JF Aug., 01 Queen v. Rambus Inc. et al. :01-CV-0-JL Aug., 01 Lowinger v. Rambus Inc. et al. :01-CV-00- Aug., 01 MEJ Baker v. Rambus, Inc. et al. :01-CV--RS Aug. 0, 01 Schier v. Rambus Inc. et al. :01-CV-0- Sep., 01 MEJ Haney v. Rambus Inc. et al. :01-CV-0- MMC Sep., 01 Brickner v. Rambus Inc. et al. :01-CV-0- Sep., 01 MEJ

9 1 On September, 01, defendants moved in the Eastern District of Virginia to transfer the Garfinkel action to the Northern District of California. That motion is sub judice. Section 1D of the Exchange Act, as amended by the PSLRA, set forth the procedure for the selection of lead plaintiff to oversee class actions brought under the federal securities laws. Specifically, section 1D(a((A(i provides that, within days after the date on which a class action is filed under the PSLRA: the plaintiff or plaintiffs shall cause to be published, in a widely circulated national business-oriented publication or wire service, a notice advising members of the purported plaintiff class (I of the pendency of the action, the claims asserted therein, and the purported class period; and (II that, not later than 0 days after the date on which the notice is published, any member of the purported class may move the court to serve as lead plaintiff of the purported class. U.S.C. u-(a((a(i. Further, section 1D(a((B(i of the Exchange Act directs this Court to consider any motions brought by plaintiffs or purported class members to appoint lead plaintiff filed in response to any such notice no later than 0 days after the date of publication, or as soon as practicable after this Court decides any pending motion to consolidate any actions asserting substantially the same claim or claims. U.S.C. u-(a((b(i. Under the Exchange Act, this Court "shall" appoint the "most adequate plaintiff" to serve as lead

10 1 plaintiff and shall presume that plaintiff is the person, or group of persons, that: (aa has either filed the complaint or made a motion in response to a notice; (bb in the determination of the court, has the largest financial interest in the relief sought by the class; and (cc otherwise satisfies the requirements of Rule of the Federal Rules of Civil Procedure. U.S.C. u-(a((b(iii(i. Movants suffered losses of $1,,0. as a result of their purchases of Rambus securities during the Class Period. (Flynn Decl., Ex. C. Movants believe that, among those purchasers of Rambus who have either filed a complaint or moved in response to a notice, they have the largest financial interest in the relief sought by the class. Movants also seek the Court's approval of their selection of co-lead counsel, as provided by the statute. The Exchange Act, as amended by the PSLRA, requires within days of the first-filed action, publication of a notice advising class members of their right to move within 0 days of publication to be appointed lead plaintiff. On August, 01, pursuant to section 1D(a((A(i of the Exchange Act, U.S.C. (a((a(i, Plaintiff Yehudah Toiv, in the action entitled Toiv v. Rambus, Inc. et al., No. :01-CV-0(N.D. Cal., filed August, 01 (the Toiv Action published a notice of pendency of the action over the PR

11 1 Newswire (the Toiv Notice. (Flynn Decl., Ex. D. The Toiv Notice advised class members of the existence of the lawsuit and described the claims asserted. Id. Section 1D(a((A(ii of the Exchange Act provides that if more than one action on behalf of a class asserting substantially the same claims is filed, only the plaintiff in the first-filed action is required to publish the notice. U.S.C. u-(a((a(ii. Class members who have filed a complaint or moved pursuant to (a((b of the Securities Act of (the Securities Act and/or 1D(a((B of the Exchange Act are eligible to be appointed lead plaintiff. U.S.C. z-1(a((b; U.S.C. u- (a((b. This Motion is timely filed within 0 days from the publication of the first-filed notice, as required under the PSLRA. (See Flynn Decl., Ex. D. II. PLAINTIFFS CLAIMS Movants seek to represent shareholders, who purchased the publicly traded securities of Rambus between January, 00, and May The Toiv Action was the first filed action on behalf of the purchasers of Rambus stock for the Class Period against Rambus for violations of the federal securities laws. (See Flynn Decl., Ex. D.

12 1, 01 (the "Class Period". The complaint alleges that during the Class Period, Rambus and certain officers and directors of the Company violated Sections (b and Rule b- promulgated thereunder, and (a of Exchange Act. ( 1. Rambus designs, develops, licenses and markets high-speed chip connection technology to enhance the performance and cost-effectiveness of computers, consumer electronics and communications systems. Rambus licenses semiconductor companies to manufacture and sell memory and logic ICs incorporating Rambus chip connection technology and markets its solution to systems companies to encourage them to design this technology into their products. (. Rambus attempted, initially with great success, to enforce patents which it and its senior management knew to be fraudulently obtained. Rambus touted its patents and its litigation to enforce those patents in press releases and in its public filings. When the validity of its patents were finally tested at a jury trial held in the Eastern District of Virginia, however, the jury concluded that Rambus patents were obtained by fraud and awarded punitive damages against Rambus. (. Following disclosure of the jury verdict against Rambus, and the truth about how Rambus obtained its computer technology, the All paragraph references herein ( are to the complaint in the action entitled Garfinkel, et al. v. Rambus Inc., et al., No. :01CV1, filed in the Eastern District of Virginia, on August, 01 (See Flynn Decl., Ex. E.

13 1 trading price of Rambus stock collapsed to $. per share, an approximately 0% decline from its Class Period high close of $. (. III. CONSOLIDATION OF RELATED ACTIONS A. Section 1D of the Exchange Act Requires That Consolidation Be Decided Prior To The Determination Of Lead Plaintiffs Section 1D(a((B(ii of the Exchange Act addresses the issue of consolidation of similar actions filed under the PSLRA as follows: If more than one action on behalf of a class asserting substantially the same claim or claims arising under this title has been filed and any party has sought to consolidate those actions for pretrial purposes or for trial, the court shall not make the determination [of appointment of lead plaintiff under Section 1D(a((B(i] until after the decision on the motion to consolidate is rendered. U.S.C. u-(a((b(ii. Therefore, cases that are subject to Section 1D of the Exchange Act, must undergo a two-step process in determining lead plaintiff and lead counsel status when consolidation is an issue. First, the Court shall rule on the consolidation issue. Second, after any consolidation issues have been resolved, the Court may then rule on the lead plaintiff and lead counsel issues as soon as practicable. Id.

14 1 B. In the Event the Related Actions Are Transferred to This Court, The Court Should Consolidate The Related Actions For The Purposes of Efficiency and Judicial Economy In the event that the related actions are transferred to this Court, consolidation of those related actions with the Garfinkel action would be appropriate. Consolidation of actions in federal courts is governed by Fed. R. Civ. P. (a, which provides: When actions involving a common question of law or fact are pending before the court, it may order a joint hearing or trial of any or all of the matters in issue in the action; it may order all the actions consolidated; and it may make such orders concerning proceedings therein as may tend to avoid unnecessary costs or delay. Consolidation pursuant to Rule (a is proper when actions involve common questions of law and fact. Moore, Manual for Complex Litigation d,., at - (. Additionally, as long as the "common question of law or fact" requirement of Rule (a is met, the courts possess broad discretion in determining the proper scope of a consolidation order. See, e.g., Seguro de Servicio de Salud de Puerto Rico v. McAuto Sys. Group, Inc., F.d, (1st Cir. ; Storlazzi v. Bakey, F. Supp., -00 (D. Mass., aff d, F.d (1st Cir.. Similarly, Section 1D(a((B of the PSLRA contemplates the consolidation of multiple actions "asserting substantially the same claim or claims." Consolidation is particularly appropriate here. Each of the actions is based on substantially similar factual allegations and makes the same legal claims under the federal securities laws. As a result, consolidation will serve to avoid duplicative discovery, motion practice, and other proceedings that will result if the actions

15 1 are not consolidated. The interests of economy and justice therefore militate strongly in favor of the consolidation order. IV. THE COURT SHOULD APPOINT MOVANTS AS LEAD PLAINTIFFS A. Movants Have Satisfied The Procedural Requirements Set Forth In The PSLRA The PSLRA sets forth a procedure for the selection of a lead plaintiff or plaintiffs in class actions brought under the federal securities laws. Exchange Act, 1D(a, U.S.C. u-. The first plaintiff to commence a securities fraud class action must publish a notice to the class, within days of filing the action, informing class members of the pendency of the action and informs those who are members of the proposed class may apply to the court to be appointed. Id. Plaintiff Toiv published the required notice for his Action on August, 01. Such publication on PR Newswire, a widely circulated national business-oriented wire service, satisfies the initial notice of pendency requirement of the PSLRA. In re Nice Sys. Sec. Litig., F.R.D., (D.N.J. ; Greebel v. FTP Software, Inc., F. Supp., (D. Mass.. Thus, the notice to the Class was properly filed within days of filing the initial action. The present motion, filed on October, 01, was filed within 0 days of the publication of the notice, as required by U.S.C. u-(a((i. Accordingly, Movants have fulfilled the procedural requirements set forth in the PSLRA.

16 1 B. Movants Constitute The "Most Adequate Plaintiff" Within no more than 0 days after publication of the initial notice of pendency, a court must consider any motion made by a class member and appoint as lead plaintiff(s the member(s of the class who the court determines to be most capable of adequately representing the interests of class members. U.S.C. u-(a((b. The PSLRA refers to such persons as the "most adequate plaintiff[s]." Id. The PSLRA creates a rebuttable presumption that the most adequate plaintiff is the "person or group of persons" that: (aa has either filed the complaint or made a motion in response to a notice...; (bb in the determination of the court, has the largest financial interest in the relief sought by the class; and (cc otherwise satisfies the requirements of Rule of the Federal Rules of Civil Procedure. U.S.C. u-(a((b(iii. Under this test, the Movants herein are the most adequate plaintiffs. The plain language of the PSLRA permits that a member or members of the class or a "person or group of persons" may combine to constitute "the largest financial interest" and, thereby, jointly serve as the "most adequate plaintiff." U.S.C. u-(a((b(iii(i. See In re Baan Co. Sec. Litig., F.R.D., (D.D.C. (noting that while lead plaintiff decision should be made under a rule of reason, in most cases two to three plaintiffs should be court s initial target with five or six ordinarily serving as an upper limit; In re Ribozyme Pharm. Inc. Sec. Litig., F.R.D., -0 (D.

17 1 1. Movants Have Moved for Appointment as Lead Plaintiffs By this motion, Movants seek appointment as lead plaintiffs. Therefore, Movants fulfill the first prong of the "most adequate plaintiff" test.. Movants Have Moved for Appointment as Lead Plaintiffs By this motion, Movants seek appointment as lead plaintiffs. Therefore, Movants fulfill the first prong of the "most adequate plaintiff" test. Movants purchased more than,000 shares of Rambus common stock during the Class Period and suffered damages estimated at approximately $1,,0.. (Flynn Decl., Exs. A-C. Moreover, to Colo. 00 (appointing four lead plaintiffs and noting that S.E.C. ordinarily suggests that three to five lead plaintiffs is appropriate number of lead plaintiffs; Takeda v. Turbodyne Techn., Inc., F. Supp. d (C.D. Cal. (appointing seven lead plaintiffs; Chill v. Green Tree Fin. Corp., 1 F.R.D., 0-0 (D. Minn. (appointing six lead plaintiffs; In re Advanced Tissue Sciences Sec. Litig., F.R.D., - (S.D. Cal. (appointing six lead plaintiffs. In the instant case, Movants proposed structure falls squarely within the parameters of an acceptable lead plaintiff composition as countenanced by the majority of decisions examining the issue. As stated in of the Flynn Decl., Movants damages as set forth in Ex. C have been calculated according to 1D of the Exchange Act.

18 1 Movants knowledge, Movants have the largest financial interest of any Class member or group of Class members to have filed a motion seeking lead plaintiff status. Therefore, Movants prima facie satisfy the second prong of the "most adequate plaintiff" test, holding the largest financial interest in the relief sought on behalf of the Class.. Movants Readily Satisfy the Requirements of Rule of the Federal Rules of Civil Procedure Rule (a provides that a party may serve as a class representative if the following four requirements are satisfied: (1 the class is so numerous that joinder of all members is impracticable, ( there are questions of law or fact common to the class, ( the claims or defenses of the representative parties are typical of the claims or defenses of the class, and ( the representative parties will fairly and adequately protect the interests of the class. At the present stages of the action, Movants need only make a preliminary showing that they satisfy the typicality and adequacy requirements. See In re Oxford Health Plans Sec. Litig., F.R.D., -0 (S.D.N.Y. ("Typicality and adequacy of representation are the only provisions relevant to a determination of lead plaintiff under the PSLRA." (citing Gluck v. CellStar Corp., F. Supp., (N.D. Tex.. Moreover, the PSLRA provides that the presumption in favor of the most adequate plaintiff may be rebutted only upon proof that this individual or group "(aa will not fairly and adequately protect the interests of the class; or (bb is subject to unique defenses that render such plaintiff incapable of adequately representing the class.

19 1 U.S.C. u-(a((b(iii(ii. Thus, in deciding a lead plaintiff motion, the court may limit its inquiry to the typicality and adequacy prongs of Rule (a, and defer examination of the remaining requirements until the lead plaintiff moves for class certification. Here, Movants satisfy the typicality and adequacy requirements of Rule. Typicality exists if claims "arise from the same conduct from which the other class members claims and injuries arise." In re Oxford Health Plans, F.R.D. at 0 (citing In re Drexel Burnham Lambert Group, Inc., 0 F.d, 1 (d Cir. ; see also Hoxworth v. Blinder, Robinson & Co., Inc., 0 F.d, (d Cir. ( same event or practice or course of conduct that gives rise to the claims of the class members, and... same legal theory.. Like other Class members, Movants purchased shares of Rambus during the Class Period at inflated prices and were damaged thereby. Compare Kalodner v. Michaels Stores, Inc., F.R.D. 0, -0 (N.D. Tex. (securities investors claims deemed typical despite fact that investors were sophisticated investors. Thus, Movants claims are typical of those of other class members, since their claims and the claims of other class members arise out of the same course of events. Similarly, Movants are adequate representatives of the Class. The Court may base its determination of fair and adequate representation upon the common interests between the lead plaintiff and the class and a willingness and ability to vigorously prosecute the action. See In re Oxford Health Plans, F.R.D. at 0 ("All three plaintiffs also satisfy the adequacy requirement because there

20 1 is no conflict of interest between any of the three lead plaintiffs and the members of the class and because each lead plaintiff has obtained qualified, experienced counsel." (citing Drexel, 0 F.d at 1; see also Rubenstein v. Collins, F.R.D., (S.D. Tex. (adequacy requirement met by group of shareholders despite the fact that some retained shares during the putative class period, while others in the group had bought and sold during same period. Here, Movants interests are aligned with the members of the Class, their claims share numerous common questions of law and fact with those of the members of the Class, and Movants claims are typical of the claims of other Class members. Moreover, Movants have taken significant steps which demonstrate that they have and will protect the interests of the Class: they have each executed a certification expressing their interest in participating as class representatives in this action, filed the initial motion seeking lead plaintiff status, and retained competent counsel to prosecute these claims. Movants proposed co-lead counsel is well-qualified and experienced in conducting complex class action securities litigation such as this case as described above. Finally, there are no conflicts between the interests of Movants and those of the Class they seek to represent. Thus, Movants prima facie satisfy the typicality and adequacy requirements of Rule and thus should serve as lead plaintiffs.

21 1 V. THE COURT SHOULD APPROVE MOVANTS CHOICE OF CO-LEAD COUNSEL Pursuant to U.S.C. u-(a((b(v, Movants shall, subject to Court approval, select and retain counsel to represent the Class. Movants have selected Wechsler Harwood Halebian & Feffer LLP and Abraham and Paskowitz as co-lead counsel for the Class. The firms chosen by Movants have extensive experience in successfully handling complex securities actions as evidenced by their attached firm resumes, and have successfully recovered millions of dollars for defrauded shareholders. (See Flynn Decl., Ex. F & G. CONCLUSION For the foregoing reasons, Movants respectfully request that this Court (1 consolidate; ( appoint them as lead plaintiffs in this action and any subsequent-filed related actions; and ( approve their selection of the law firms of Wechsler Harwood Halebian & Feffer LLP and Abraham & Paskowitz as co-lead counsel, and George S. Trevor as liaison counsel for plaintiffs and the Class. Dated: October, 01 Corte Madera, California GEORGE S. TREVOR, ESQ. (Cal. Bar No. 00 Tamal Plaza Suite 0 Corte Madera, CA Telephone: ( - Proposed Liaison Counsel for Plaintiffs and the Class

22 WECHSLER HARWOOD HALEBIAN & FEFFER LLP Robert I. Harwood James G. Flynn Madison Avenue, th Floor New York, New York 0 ( -00 Laurence Paskowitz, Esq. ABRAHAM & PASKOWITZ 0 East nd Street New York, New York ( -0 Proposed Co-Lead Counsel For Plaintiffs and the Class 1

23 1 TABLE OF CONTENTS TABLE OF AUTHORITIES...ii I. INTRODUCTION...1 II. PLAINTIFFS CLAIMS... III. CONSOLIDATION OF RELATED ACTIONS... A. Section 1D of the Exchange Act Requires That Consolidation Be Decided Prior To The Determination Of Lead Plaintiffs... B. In the Event the Related Actions Are Transferred to This Court, The Court Should Consolidate The Related Actions For The Purposes of Efficiency and Judicial Economy... IV. THE COURT SHOULD APPOINT MOVANTS AS LEAD PLAINTIFFS.. A. Movants Have Satisfied The Procedural Requirements Set Forth In The PSLRA... B. Movants Constitute The "Most Adequate Plaintiff" Movants Have Moved for Appointment as Lead Plaintiffs.... Movants Believe They Have The Largest Financial Interest.... Movants Readily Satisfy the Requirements of Rule of the Federal Rules of Civil Procedure... V. THE COURT SHOULD APPROVE MOVANTS CHOICE OF CO-LEAD COUNSEL... CONCLUSION.... Page i

24 1 CASES TABLE OF AUTHORITIES PAGE In re Advanced Tissue Sciences Sec. Litig., F.R.D. (S.D. Cal.... In re Baan Co. Sec. Litig., F.R.D. (D.D.C.... Chill v. Green Tree Fin. Corp., 1 F.R.D. (D. Minn.... Greebel v. FTP Software, Inc., F. Supp. (D. Mass.... Hoxworth v. Blinder, Robinson & Co., Inc., 0 F.d (d Cir.... Kalodner v. Michaels Stores, Inc., F.R.D. 0 (N.D. Tex.... In re Nice Sys. Sec. Litig., F.R.D. (D.N.J.... In re Oxford Health Plans Sec. Litig., F.R.D. (S.D.N.Y...., In re Ribozyme Pharm. Inc. Sec. Litig., F.R.D. (D. Colo Rubenstein v. Collins, F.R.D. (S.D. Tex.... Seguro de Servicio de Salud de Puerto Rico v. McAuto Sys. Group, Inc., F.d (1st Cir.... Storlazzi v. Bakey, F. Supp. (D. Mass., aff'd, F.d (1st Cir.... Takeda v. Turbodyne Techn., Inc., F. Supp. d (C.D. Cal.... ii

25 STATUTES U.S.C. ' z-1(a((b... U.S.C. ' u-(a((b, as amended by...passim Fed. R. Civ. P. (a... U.S.C. ' (a((a(i... MISCELLANEOUS Manual for Complex Litigation d, '., at - (... 1 iii