<PAGE>
EXHIBIT 99.2
ACTION TAKEN BY WRITTEN
CONSENT OF THE STOCKHOLDERS
OF
BLUESTAR COMMUNICATIONS GROUP, INC.
In accordance with Section 228 of the Delaware General Corporation
Law, the undersigned, being the holder of shares of BlueStar Communications
Group, Inc., a Delaware Corporation, hereby consents to, approves and adopts
together as one matter:
o an Agreement and Plan of Merger and Reorganization,
dated as of June 16, 2000, by and among Covad Communications Group,
Inc., a Delaware corporation, Covad Acquisition Corporation, a newly
organized Delaware corporation and wholly owned subsidiary of Covad
Communications, and BlueStar Communications Group, Inc., a Delaware
corporation, as amended to date, and the merger contemplated by that
agreement;
o the form of the escrow agreement referred to in the merger
agreement; and
o the appointment of Christopher Lord as agent of the
BlueStar stockholders under the merger agreement and the escrow
agreement.
This consent is given in respect of the number and class of shares
specified below.
By:__________________________
Name:
Title:
Dated: _______________________
Number of shares of:
Common Stock:________________
Series A Preferred Stock:_________
Series B Preferred Stock _________
Series C Preferred Stock _________
