MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
REED R. KATHREIN (139304)
ALISON M. TATTERSALL (149607)
DAVID R. STICKNEY (188574)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

KAPLAN, KILSHEIMER & FOX LLP
FREDERIC S. FOX
JONATHAN K. LEVINE
JANINE R. AZRILIANT
685 Third Avenue, 26th Floor
New York, NY 10017
Telephone: 212/687-1980

BERNSTEIN LITOWITZ BERGER &
GROSSMANN LLP
JEFFREY A. KLAFTER
1285 Avenue of the Americas
33rd Floor
New York, NY 10019
Telephone: 212/554-1400

[Proposed] Co-Lead Counsel for Plaintiffs

[Additional counsel appear on signature page.]

TABLE OF CONTENTS

I. INTRODUCTION

II. PROCEDURAL BACKGROUND

III. SUMMARY OF ACTIONS

IV. THE PROPOSED LEAD PLAINTIFFS ARE THE MOST ADEQUATE PLAINTIFFS UNDER THE EXCHANGE ACT

A. The McMahon Plaintiffs Group Has The Largest Financial Interest In The Related Actions

B. The McMahon Plaintiffs Group Is Qualified Under Rule 23

1. The Claims Of The McMahon Plaintiffs Group Are Typical Of The Claims Of The Class

2. The McMahon Plaintiffs Group Will Fairly And Adequately Represent The Interests Of The Class

V. THIS COURT SHOULD APPROVE THE MCMAHON PLAINTIFFS GROUP'S CHOICE OF COUNSEL

VI. CONCLUSION

TO: ALL PARTIES AND THEIR COUNSEL OF RECORD HEREIN

NOTICE IS HEREBY GIVEN that on February 18, 1999 at 2:00 p.m., or as soon thereafter as this motion may be heard before the Honorable William H. Orrick in Courtroom 7 of this Court, located at 450 Golden Gate Ave, 16th Floor, San Francisco, California, Movants identified in Exhibit A to the Stickney Decl.,⁽¹⁾ filed herewith (collectively, "Movants"),⁽²⁾ who purchased the convertible debentures, 6.875% due 2003 ("convertible notes") or the common stock of Leasing Solutions between July 23, 1998 and November 9, 1998 ("Class Period") will, and hereby do, move this Court for an order appointing the McMahon Plaintiffs Group,⁽³⁾ which consists of a group of 8 class members who together suffered over $765,500 in losses, as Lead Plaintiff and for approval of Lead Plaintiff's choice of Co-Lead Counsel.

This motion is brought pursuant to §21D of the Securities Exchange Act of 1934 ("Exchange Act") on the grounds that Movants have timely filed and that the McMahon Plaintiffs Group constitutes the "most adequate plaintiff." In addition, Movants seek the Court's approval of their selection of Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss"), Kaplan, Kilsheimer & Fox LLP ("Kaplan Kilsheimer"), and Bernstein Litowitz Berger & Grossman LLP ("Bernstein Litowitz") as Co-Lead Counsel for the class pursuant to 15 U.S.C. §78u-4(a)(3)(B)(v).

This motion is based upon this notice, the accompanying memorandum of points and authorities, the Stickney Decl., the pleadings and other files and records in McMahon, et al. v. Leasing Solutions, Inc., et al., C-98-4366-WHO, Cooper v. Leasing Solutions, Inc., et al., C-98-4473-MMC and Waldman v. Leasing Solutions, Inc., et al., C-98-4706-CRB, and such other written or oral arguments as may be permitted by the Court at the hearing on this motion.

MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

Movants, who collectively suffered over $1,113,000 in losses from the purchase of Leasing Solutions securities, submit this memorandum in support of their motion for: (1) the appointment of the McMahon Plaintiffs Group as Lead Plaintiff; and (2) the approval of the McMahon Plaintiffs Group's choice of Co-Lead Counsel.

Exchange Act §21D establishes the procedure for the selection of lead plaintiff in securities class actions. Specifically, within 20 days after the filing of an action governed by 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 60 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.

15 U.S.C. §78u-4(a)(3)(A)(i).

Exchange Act §21D(a)(3)(B) directs the Court to consider any motions to serve as lead plaintiff by not later than 90 days after the date of publication, or as soon as practicable after the Court decides any pending motion to consolidate any actions asserting substantially the same claim or claims.⁽⁴⁾ Under this provision of the Exchange Act, the Court "shall" appoint the "most adequate plaintiff" to serve as lead 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 23 of the Federal Rules of Civil Procedure.

15 U.S.C. §78u-4(a)(3)(B)(iii)(I). Here, the McMahon Plaintiffs Group constitutes class members who collectively purchased 52,100 shares of Leasing Solutions common stock and 2,190 convertible notes between July 23, 1998 and November 9, 1998, suffering over $765,500 in losses. See charts entitled "Movants' Purchases, Sales and Losses," Stickney Decl., Ex. B. By virtue of the McMahon Plaintiffs Group's collective losses, the Group believes that it has the largest financial interest in the relief sought by the class.⁽⁵⁾ Movants also seek the Court's approval of their choice of Co-Lead Counsel. Movants have retained highly-experienced and nationally-recognized law firms to zealously advance the interests of the class in this litigation.

II. PROCEDURAL BACKGROUND

Presently pending in this district are three related securities class action lawsuits:

Abbreviated Case Name                   Case Number     Date Filed 

1.   McMahon, et al. v. Leasing Solutions,   C-98-4366-WHO    11/10/98 

     Inc., et al.

Plaintiffs: Patrick McMahon and Michael Conley ("McMahon")

2.   Cooper v. Leasing Solutions,            C-98-4473-MMC    11/20/98 

     Inc., et al.

Plaintiff: Martin J. Cooper ("Cooper")

3.   Waldman v. Leasing Solutions,           C-98-4706-CRB    12/10/98 

     Inc., et al.

Plaintiffs: Dr. Morton Waldman ("Waldman")

On January 7, 1999, the Court consolidated McMahon, Cooper, and Waldman, by stipulated order. Stickney Decl., Ex. C.

On November 10, 1998, plaintiffs filed the McMahon action. Also on November 10, the McMahon plaintiffs published early notice to class members on Business Wire, as required by Exchange Act §21D(a)(3)(A)(i), 15 U.S.C. §78u-4(a)(3)(A)(i). Stickney Decl., Ex. D. The notice advised purchasers of Leasing Solutions stock of the existence of this lawsuit and the nature of the defendants' fraudulent statements which artificially inflated Leasing Solutions stock. The notice further advised class members of their right to move the Court for lead plaintiff appointment within 60 days. On November 20, 1998, plaintiff in the Cooper action, similarly advised purchasers of Leasing Solutions convertible notes of their right to move the Court for Lead Plaintiff appointment. Stickney Decl., Ex. D.⁽⁶⁾

The Movants filed this motion in a timely manner (i.e., prior to the expiration of the 60-day period from the publication of the McMahon notice). Thus, pursuant to the Exchange Act §21D(a)(3)(B), the Court shall decide this motion within 90 days from the date of early notice publication, which, in this case, requires the Court to issue its ruling by February 8, 1999. 15 U.S.C. §78u-4(a)(3)(B)(i).

III. SUMMARY OF ACTIONS

Leasing Solutions leases information processing and communications equipment to large corporate customers. McMahon ¶1; Cooper ¶1; Waldman ¶1.⁽⁷⁾ The Company's common stock and convertible notes trade publicly on the New York Stock Exchange. McMahon ¶10; Cooper ¶10; Waldman ¶10.

As of July 23, 1998, Leasing Solutions suffered from extraordinary reductions in the lease prices of its equipment. McMahon ¶25; Cooper ¶25; Waldman ¶25. These price reductions adversely affected the Company's growth and financial performance. McMahon ¶25; Cooper ¶25; Waldman ¶25. Nevertheless, on July 23, defendants announced record revenue and net income for the second quarter, while concealing that the price reductions would negatively impact the Company's results in the third and fourth quarters of fiscal 1998. McMahon ¶¶24, 25; Cooper ¶¶24, 25; Waldman ¶¶24, 25. Defendants' misleading announcement, which starts the Class Period, artificially inflated the price of Leasing Solutions common stock to more than $31 per share and also inflated the price of Leasing Solutions convertible notes by a comparable amount. McMahon ¶¶1, 26; Cooper ¶¶1, 26; Waldman ¶¶1, 26.

Following the July 23 announcement, defendants issued additional false and misleading statements about Leasing Solutions' financial condition and operating performance, representing that the Company would meet analysts' expectations for the third quarter. McMahon ¶¶27-30, 32; Cooper ¶¶27-30, 32; Waldman ¶¶27-30, 32. On October 7, 1998 -- after the close of the third quarter -- defendant Hal J. Krauter, the Company's President and Chief Executive Officer, assured the investing public that management was "comfortable with the consensus earnings per share forecasted by research analysts for the quarter." McMahon ¶29; Cooper ¶29; Waldman ¶29. Defendant Steven L. Yeffa, Executive Vice President and Chief Financial Officer, announced that the problems affecting the asset-back securitization market "ha[d] not adversely affected Leasing Solutions." McMahon ¶29; Cooper ¶29; Waldman ¶29.

Only two weeks after the October 7 press release, on October 21, defendants disclosed that the Company would not meet analysts' expectations. McMahon ¶32; Cooper ¶32; Waldman ¶32. The Company also revealed that its third quarter results, originally scheduled to be released on October 22, would be delayed until the first week in November. McMahon ¶32; Cooper ¶32; Waldman ¶32. As a result of this disclosure, the price of Leasing Solutions common stock fell by 54% in one day of trading to $9.625 per share, and the price of convertible notes declined to $56.00. McMahon ¶32; Cooper ¶32; Waldman ¶32. This news, however, was only a partial disclosure. On November 9, 1998, after the market closed, defendants finally announced that the Company would suffer a $2.9 million loss due to non-cash adjustments of approximately $6.3 million in the quarter. McMahon ¶33; Cooper ¶33; Waldman ¶33. The Company also announced that, based in part on the effect of recent changes in its accounting treatment of short-term leases, the Company would be at or about break-even for the fourth quarter. McMahon ¶33; Cooper ¶33; Waldman ¶33. With this news, defendant Yeffa resigned as Executive Vice President and Chief Financial Officer. McMahon ¶33; Cooper ¶33; Waldman ¶33. In response, Leasing Solutions stock price dropped to as low as $7-1/2 per share, and the convertible notes fell to $91 (compared to the Class Period high of more than $109). McMahon ¶33; Cooper ¶33; Waldman ¶33.

Plaintiffs, investors who purchased Leasing Solutions common stock or convertible notes at inflated prices, now seek redress for themselves and for all others similarly situated. McMahon ¶¶1, 41-43; Cooper ¶¶1, 41-43; Waldman ¶¶1, 41-43.

IV. THE PROPOSED LEAD PLAINTIFFS ARE THE MOST ADEQUATE PLAINTIFFS UNDER THE EXCHANGE ACT

A. The McMahon Plaintiffs Group Has The Largest Financial Interest In The Related Actions

The "most adequate plaintiff" provision of the PSLRA provides that a court

shall appoint as lead plaintiff the member or members of the purported plaintiff class that the court determines to be most capable of adequately representing the interests of class members (hereafter in this paragraph referred to as the "most adequate plaintiff") in accordance with this subparagraph.

15 U.S.C. §78u-4(a)(3)(B)(i) (emphasis added). The Exchange Act requires the Court to adopt a rebuttable presumption

that the most adequate plaintiff in any private action arising under this title is the person or group of persons that --

(bb) in the determination of the court, has the largest financial interest in the relief sought by the class . . . .

15 U.S.C. §78u-4(a)(3)(B)(iii)(I) (emphasis added).

Thus, the statutory language explicitly provides 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." Id. (emphasis added). Thus, according to the statute's plain language, individual plaintiffs may aggregate their losses in order to serve as the lead plaintiff.⁽⁸⁾

During the Class Period, the McMahon Plaintiffs Group collectively purchased 52,100 shares of Leasing Solutions stock and 2,190 convertible notes at prices artificially inflated by defendants' false and misleading statements. As a result, the McMahon Plaintiffs Group collectively suffered losses of over $765,500. See charts entitled "Movants' Purchases, Sales and Losses," Stickney Decl., Ex. B.⁽⁹⁾ The McMahon Plaintiffs Group believes that it has the largest financial interest in the outcome of this litigation, and, therefore, is presumed to be the most adequate plaintiff. 15 U.S.C. §78u-4(a)(3)(B)(iii)(I)(bb).⁽¹⁰⁾

In addition to having a very large financial stake in the litigation, the McMahon Plaintiffs Group is otherwise qualified to represent the proposed class. Each member of the McMahon Plaintiffs Group has signed and filed a sworn certification that he or she has reviewed and authorized the complaint and is willing to serve as a representative party on behalf of the class. Stickney Decl., Ex. A. The McMahon Plaintiffs Group also has selected and retained counsel highly experienced in prosecuting securities class actions to represent it.⁽¹¹⁾ Accordingly, Movants satisfy the prerequisite for appointment as Lead Plaintiff pursuant to §21D(a)(3)(B).

B. The McMahon Plaintiffs Group Is Qualified Under Rule 23

Exchange Act §21D(a)(3)(B)(iii)(I)(cc) provides that, in addition to possessing the largest financial interest in the outcome of the litigation, the lead plaintiff or plaintiffs must also "otherwise satisf[y] the requirements of Rule 23 of the Federal Rules of Civil Procedure." With respect to the qualifications of the class representative, Rule 23(a) requires that the claims be typical of the claims of the class and that the representative fairly and adequately protect the interests of the class. As detailed below, each member of the McMahon Plaintiffs Group satisfies the typicality and adequacy requirements of Rule 23(a).⁽¹²⁾

1. The Claims Of The McMahon Plaintiffs Group Are Typical Of The Claims Of The Class

The typicality requirement of Rule 23(a)(3) is satisfied when the named plaintiffs have: (1) suffered the same injuries as the absent class members; (2) as a result of the same course of conduct by defendants; and (3) their claims are based on the same legal issues.⁽¹³⁾ Here, the same course of conduct caused the Movants to suffer the same injuries as absent class members. The questions of law and fact common to the members of the class include the following:

a) Whether the federal securities laws were violated by defendants;

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

c) Whether defendants knew, had reason to know or recklessly disregarded that their statements were false and misleading or failed to have a reasonable basis for those statements;

d) Whether the price of Leasing Solutions stock and convertible notes was artificially inflated during the Class Period; and

e) The extent of damage sustained by class members and the appropriate measure of damages.

There is a well-defined community of interest in the questions of law and fact involved in this case. Thus, the claims asserted by the McMahon Plaintiffs Group are typical of the claims of the members of the proposed class. The proposed class consists of plaintiffs who purchased Leasing Solutions common stock or convertible notes.⁽¹⁴⁾ The McMahon Plaintiffs Group also consists of plaintiffs who purchased Leasing Solutions common stock or convertible notes. Each member of the McMahon Plaintiffs Group alleges, as do the members of the class, that defendants violated the Exchange Act by publicly disseminating a series of false and misleading statements about Leasing Solutions during the Class Period. Each member of the McMahon Plaintiffs Group acquired Leasing Solutions securities at prices inflated by defendants' misrepresentations and omissions and was damaged thereby. Typicality exists here because the claims asserted by the McMahon Plaintiffs Group are based on the same legal theory and arise "from the same event or course of conduct giving rise to the claims of other class members." In re United Energy Corp. Solar Power Modules Tax Shelter Inv. Sec. Litig., 122 F.R.D. 251, 256 (C.D. Cal. 1988); accord Blackie v. Barrack, 524 F.2d 891, 902-03 & n.19 (9th Cir. 1975).

2. The McMahon Plaintiffs Group Will Fairly And Adequately Represent The Interests Of The Class

The interests of the McMahon Plaintiffs Group are clearly aligned with the members of the proposed class. There is no antagonism between the interests of the individuals in the McMahon Plaintiffs Group and the proposed class members. As detailed above, the claims of the McMahon Plaintiffs Group share substantially similar questions of law and fact with the members of the proposed class, and the McMahon Plaintiffs Group's claims are typical of the members of the class. The members of the McMahon Plaintiffs Group have amply demonstrated their adequacy as class representatives by signing certifications, filed with the Court, confirming their willingness to serve as class representatives. In addition, the McMahon Plaintiffs Group has selected counsel highly experienced in prosecuting securities class actions, such as the present actions, to represent it.

V. THIS COURT SHOULD APPROVE THE MCMAHON PLAINTIFFS GROUP'S CHOICE OF COUNSEL

The PSLRA vests authority in the lead plaintiff to select and retain lead counsel, subject to court approval. See 15 U.S.C. §78u-4(a)(3)(B)(v). Thus, the Court should not disturb the lead plaintiff's choice of counsel unless necessary to "protect the interests of the [plaintiff] class." 15 U.S.C. §78u-4(a)(3)(B)(iii)(II)(aa). Movants have selected the law firms of Milberg Weiss, Kaplan Kilsheimer, and Bernstein Litowitz to serve as Co-Lead Counsel. These firms possess extensive experience in the area of securities litigation and have successfully prosecuted numerous securities fraud class actions on behalf of injured investors. See Stickney Decl., Exs. N-P.

VI. CONCLUSION

For all of the foregoing reasons, Movants respectfully request that the Court: (a) appoint the McMahon Plaintiffs Group as Lead Plaintiff;⁽¹⁵⁾ and (b) approve its selection of counsel.

LEASING\JMI04330.BRF

1. "Stickney Decl." refers to the Declaration of David R. Stickney in Support of Motion to Appoint the McMahon Plaintiffs Group as Lead Plaintiff Pursuant to Section 21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Approval of Lead Plaintiff's Choice of Counsel.

2. Movants are 83 investors in Leasing Solutions, Inc. ("Leasing Solutions" or the "Company") securities, who suffered substantial losses. See Movants' signed certifications, Stickney Decl., Ex. A. The Private Securities Litigation Reform Act of 1995 ("PSLRA") specifically authorizes class members, regardless of whether they have filed a complaint, to move to be appointed as lead plaintiffs. 15 U.S.C. §78u-4(a)(3)(B). The Movants are more fully identified in the charts entitled "Movants' Purchases, Sales and Losses." Stickney Decl., Ex. B.

3. The McMahon Plaintiffs Group consists of Mark Cywinksi, SoundShore Holdings Ltd., SoundShore Opportunity Holding Fund Ltd., Dinesh Bakhru, Lee S. Gagner, William J. Post, Sr., Howard Feldman IRA, and Patrick Fagen; Movants include these eight investors and 75 others who purchased Leasing Solutions securities.

4. In the present case, investors have filed three separate actions against Leasing Solutions. The Court consolidated the actions by stipulated order on January 7, 1999. Stickney Decl., Ex. C.

5. In the alternative, if the McMahon Plaintiffs Group does not have the largest loss, all Movants seek to be appointed Lead Plaintiff, and proffer their collective losses of over $1,113,000 based upon their purchase of Leasing Solutions securities during the Class Period.

6. Exchange Act §21D(a)(3)(A)(ii) provides that if more than one action on behalf of a class asserting substantially the same claims is filed, only plaintiffs in the first-filed action are required to publish the notice. 15 U.S.C. §78u-4(a)(3)(A)(ii).

7. All paragraph references ("¶") are to the initial complaints filed in the McMahon, Cooper and Waldman actions.

8. See In re Diamond Multimedia Sys., Inc., Sec. Litig., No. C 96-2644 SBA, Order Re Appointment of Lead Plaintiff and Lead Counsel at 2-4 (N.D. Cal. Jan. 13, 1997) (proposed lead plaintiffs can pool together their shares to form the largest financial interest) (Stickney Decl., Ex. E); Rosenberg v. Nationsbank Montgomery Securities, Inc., et al., NO. C-98-20956 RMW, Order Appointing Lead Plaintiff and Co-Lead Counsel (N.D. Cal. Dec. 11, 1998) (Stickney Decl., Ex. F); In re Vivus Inc. Sec. Litig., Master File No. C 98-1026 SBA, Order Appointing Lead Plaintiff Pursuant to Section 21D(a)(3)(B) of the Securities Exchange Act of 1934 and Approval of Lead Plaintiff's Choice of Counsel (N.D. Cal. July 2, 1998) (Stickney Decl., Ex. G); City Nominees Ltd., et al. v. Macromedia, Inc., et al., No. C 97-3521 SC, Order Re Motion to Appoint Lead Plaintiff at 5-7 (N.D. Cal. Jan. 23, 1998) (same) (Stickney Decl., Ex. H); In re Read-Rite Corp. Sec. Litig., NO. C-97-20059-RMW, Order Granting Plaintiffs' Motion for Appointment of Lead Plaintiff and Lead Counsel at 4-5 (N.D. Cal. May 23, 1997) (same) (Stickney Decl., Ex. I); Malin v. IVAX Corp., et al., Case No. 96-1843-CIV-MORENO, Order Granting Malin/Ferretti/Pennsylvania Pension Fund Plaintiffs Group's Motion for Appointment as Lead Plaintiffs and Order Approving Lead Plaintiffs' Choice of Counsel at 4-8 (S.D. Fla. Nov. 1, 1996) (holding the plaintiff group with the largest number of shares is the most adequate plaintiff under the PSLRA) (Stickney Decl., Ex. J); Zuckerman, et al. v. Foxmeyer Health Corp., et al., No. 3:96-CV-2258-T, Order Granting Motion to Withdraw Motion and Granting Joint Motion for Appointment of Lead Plaintiffs and Lead Counsel at 5 (N.D. Tex. Mar. 28, 1997) (eleven individual plaintiffs with the largest financial interest collectively appointed lead plaintiff) (Stickney Decl., Ex. K); Chan, et al. v. Orthologic Corp., et al., No. CIV 96-1514 PHX RCB, Order at 13 (D. Ariz. Dec. 19, 1996) (plaintiffs from five separate actions collectively appointed lead plaintiff) (Stickney Decl., Ex. L); Powers, et al. v. Eichen, et al., Civ. No. 96-1431-B(AJB), Order Granting Plaintiffs' Motion to Be Appointed Lead Plaintiffs Pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Lead Plaintiffs' Lead Counsel at 1 (S.D. Cal. Nov. 15, 1996) (nine individual plaintiffs collectively appointed lead plaintiff) (Stickney Decl., Ex. M).

9. The charts provide details of each of the Movants' transactions in Leasing Solutions securities during the Class Period, including the losses suffered.

10. As noted above, if the Court determines that the McMahon Plaintiffs Group does not have the largest financial interest among competing movants, Movants alternatively seek appointment of their entire group as Lead Plaintiff based on their collective loss of over $1,113,000.

11. See the firm résumés of Milberg Weiss, Kaplan Kilsheimer, and Bernstein Litowitz. Stickney Decl., Exs. N-P.

12. Alternatively, if the Court decides to appoint all Movants as lead plaintiff, they similarly meet the requirements of Rule 23.

13. Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir. 1992); Haley v. Medtronic, Inc., 169 F.R.D. 643, 649 (C.D. Cal. 1996); In re Cirrus Logic Sec. Litig., 155 F.R.D. 654, 657 (N.D. Cal. 1994); Shields v. Smith, [1992 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶97,001, at 94,376 (N.D. Cal. 1992); In re Activision Sec. Litig., 621 F. Supp. 415 (N.D. Cal. 1985).

14. Courts routinely certify classes that consist of both debt and equity purchasers. See, e.g., Queen Uno Ltd. Partnership v. Couer D'Alene Mines Corp., Case No. 97-WY-1431-CB, 1998 U.S. DIST. LEXIS 19979, at **13-17 (D. Colo. Dec. 15, 1998) (collecting cases).

15. Alternatively, if the McMahon Plaintiffs Group does not have the largest loss, Movants seek to be appointed Lead Plaintiff, and proffer their collective losses of over $1,113,000.

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Francisco, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 222 Kearny Street, 10th Floor, San Francisco, California 94108.

2. That on January 8, 1999, declarant served the NOTICE OF MOTION, MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION TO APPOINT THE McMAHON PLAINTIFFS GROUP AS LEAD PLAINTIFF PURSUANT TO SECTION 21D(a)(3)(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND FOR APPROVAL OF LEAD PLAINTIFF'S CHOICE OF COUNSEL by depositing a true copy thereof in a United States mailbox at San Francisco, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 8th day of January, 1999, at San Francisco, California.

Source: Milberg Weiss Bershad Hynes & Lerach LLP