O2WIRELESS SOLUTIONS INC, 424B4, 2000-08-16

O2WIRELESS SOLUTIONS INC
424B4, 2000-08-16
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-36678
PROSPECTUS

6,100,000 SHARES

(O2WIRELESS SOLUTIONS, INC. LOGO)

COMMON STOCK

This is an initial public offering of common stock by o2wireless Solutions,
Inc. We are selling 5,798,623 shares of our common stock and some of our
shareholders are selling 301,377 shares of our common stock. The initial public
offering price is $12.00 per share. We will not receive any of the proceeds from
the sale of common stock by the selling shareholders.
------------------

Prior to this offering, there has been no public market for the common
stock. Our shares of common stock have been approved for quotation on the Nasdaq
National Market under the symbol OTWO.
------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----------
<S> <C> <C>
Initial public offering price............................... $12.00 $73,200,000
Underwriting discounts and commissions...................... $ .84 $ 5,124,000
Proceeds to o2wireless Solutions, before offering
expenses.................................................. $11.16 $64,712,633
Proceeds to selling shareholders............................ $11.16 $ 3,363,367
</TABLE>

Some of our shareholders have granted the underwriters an option for a
period of 30 days to purchase up to 915,000 shares of common stock.

------------------

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

CHASE H&Q CREDIT SUISSE FIRST BOSTON
THOMAS WEISEL PARTNERS LLC

August 15, 2000
<PAGE> 2

Graphics depicting o2wireless Solutions' service offerings and integrated
network solution divided into four categories (plan, design, deploy, maintain)
followed by the following language:

o2wireless Solutions, Inc. is a leading provider of integrated network
services to the global wireless telecommunications industry. We plan,
design, deploy and maintain wireless networks that address the changing
technological landscape.

Each of the categories is followed by a sentence describing the various
service offerings as follows:

PLAN. We work with customers to create a pre-deployment plan that
addresses all the issues that affect their network.

DESIGN. We offer a suite of services for the design of wireless
telecommunications networks.

DEPLOY. We handle all aspects of network deployment, from site
selection to engineering and installations.

MAINTAIN. Our services enable customers to keep their networks
running smoothly.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 6
Forward-Looking Statements.................................. 13
Use of Proceeds............................................. 14
Dividend Policy............................................. 14
Capitalization.............................................. 15
Dilution.................................................... 17
Selected Consolidated and Pro Forma Financial Data.......... 18
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 20
Business.................................................... 28
Management.................................................. 37
Related Party Transactions.................................. 44
Principal and Selling Shareholders.......................... 47
Description of Capital Stock................................ 50
Shares Eligible for Future Sale............................. 54
Underwriting................................................ 56
Legal Matters............................................... 58
Experts..................................................... 59
Where You Can Find More Information......................... 59
Index to Financial Statements............................... F-1
</TABLE>
<PAGE> 4

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all of the information that you should
consider before investing in our common stock. You should read the entire
prospectus carefully, including "Risk Factors" beginning on page 6 and the
financial statements beginning on page F-1, before making an investment
decision.

O2WIRELESS SOLUTIONS

We provide a full range of network services to all sectors of the global
wireless telecommunications industry. Our services range from business planning
and design through deployment and maintenance services for telecommunications
networks. We believe that our ability to offer a full range of network services
enables our customers to rapidly deploy their wireless networks and to address
new, emerging technologies. Because we are technology and vendor independent, we
can provide unbiased evaluations and recommendations for our customers. Our
proprietary processes and technologies include Virtual Project Manager, a
Web-based project management tool, and E-Site, our project tracking software.
These tools enable us to capitalize on prior project experience and deliver
high-quality network services. We have expertise in both wireless and wireline
segments of the telecommunications industry, which enables us to address our
customers' current and emerging network requirements and to strengthen our
customer relationships.

In 1999, we completed projects for more than 125 customers and were
involved in the development of over 11,000 communications facilities. To date,
we have been involved in the design and implementation of over 47,000
communications facilities. We provide services to a range of participants in the
telecommunications industry, including wireless and broadband carriers,
equipment vendors and wireless tower companies. In 1999, we received
approximately 36% of our revenues from our three largest customers -- Nortel
Networks, Sprint and Carolina PCS. In 1999, we received approximately 15% of our
revenues from Nortel Networks, 11% of our revenues from Sprint and 10% of our
revenues from Carolina PCS. None of our other customers represented more than
10% of our revenues for 1999. Some of these customers included Nextel, Adelphia
Business Solutions, Crown Castle, Motorola, SpectraSite, Ericsson and Knology.
We have completed projects in all 50 U.S. states and 26 countries including
Brazil, China, Germany, Honduras, Israel, Japan, Jordan, Mexico, Puerto Rico and
Russia. For the year ended December 31, 1999, we had revenues of $48.6 million
and a net loss of $317,000. For the six months ended June 30, 2000, we had
revenues of $57.2 million and a net loss of $12.8 million, which was
attributable to a non-cash expense charge of $13.7 million resulting from the
increase in the fair value of the common stock put warrants outstanding.

OUR MARKET OPPORTUNITY

According to Forrester Research, wireless communications has been the
fastest growing segment of the telecommunications sector over the past seven
years. We believe that this growth is driven in part by:

- global deregulation and privatization of the telecommunications industry;

- dramatic advances in wireless and wireline technologies;

- increased availability and usage of wireless technologies;

- increased demand for broadband wireless applications, including wireless
Internet and mobile commerce;

- structural changes in the industry driving service providers to offer
comprehensive telecommunications services; and

- a trend towards replacing fixed line telecommunications services with
wireless services.

According to Forrester Research, the U.S. wireless subscriber base will
grow to over 110 million by 2003 from 77 million in 1999, generating industry
revenues in excess of $46.1 billion. The

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number of subscribers is expected to further increase to 143 million by 2005.
International Data Corporation further estimates that the international wireless
subscriber base will grow to approximately 1.1 billion by 2003 from 303 million
in 1998. A new wave of telecommunications service providers is beginning to
offer high speed fiber optic networks packaged with broadband wireless
technologies to deliver enhanced telecommunications services and features to new
customers and markets. According to Forrester Research, total spending for
wireless data services in the U.S. alone is expected to generate $4.2 billion in
revenue by 2003 and $8.4 billion by 2005. This projected growth in subscribers
and applications is expected to generate significant infrastructure demands and
require significant expertise and resources.

INTEGRATED SERVICE OFFERING

We provide a comprehensive range of services for our customers from
pre-deployment planning through network installation, maintenance and
optimization. We customize our services to meet the individual needs of our
customers by offering bundled and unbundled packages of our core services.
Through our program management services, we help our customers effectively
manage the process of planning, designing, deploying and maintaining their
wireless networks. Because we offer network services in both the wireless and
wireline industry segments, our customers benefit by obtaining the services they
need from a single provider as opposed to multiple providers. Our services
include:

- Planning Services. We provide pre-deployment planning services for all
the steps involved in developing or refining a network or deployment
strategy. Our business consultants analyze the financial, engineering,
competitive market and technology issues applicable to a proposed network
project. Our services include defining subscriber profiles and target
markets, usage forecasting, market planning and competition, and
regulatory, geographical and network configuration analysis.

- Design Services. We provide a full range of services for the design of
wireless telecommunications networks, including the related wireline
components. Based on analyses of traffic patterns, population density,
topography and propagation environment, we provide radio frequency
engineering and network design services tailored to the customer's
individual market. These design services include determining the optimal
placement of network equipment and use of radio frequencies. We also
provide fixed network engineering services, including specialized design
services for packet-switched and IP router-based network elements.

- Deployment Services. We provide our customers with comprehensive site
development and site audit services, including site feasibility and
zoning studies, lease negotiations, civil and structural engineering and
third party vendor management. We install all major types of wireless and
wireline telecommunications equipment, including base station
electronics, antennas and ancillary equipment. We also assist our
customers in moving incumbent users of their licensed spectrum to new
frequencies by providing point-to-point and point-to-multipoint
line-of-sight microwave engineering and support services.

- Maintenance Services. After a network has been deployed, it often
requires updating, recalibrating and tuning. Our network maintenance
services are comprised of post-deployment radio frequency optimization
services, network operations and maintenance services, and network
monitoring. We also perform radio frequency testing relating to employee
safety in the vicinity of radiowave emitting devices, as increasingly
mandated for certain of our customers by federal regulatory authorities
such as OSHA and the FCC. We can also assume responsibility for the
day-to-day operation, management and maintenance of our customers'
telecommunications networks.

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OUR GROWTH STRATEGY

Our goal is to be the leading independent provider of integrated network
services to the global wireless telecommunications industry. Our growth strategy
includes the following:

- Pursue internal growth through new customer development and
cross-marketing complementary services to existing customers;

- Remain current in emerging telecommunications technologies;

- Attract, retain and develop high-quality employees;

- Take advantage of our prior experience and proprietary tools such as
Virtual Project Manager and E-Site to attract new customers; and

- Pursue targeted acquisitions to supplement our technical expertise,
acquire additional human resources and strategic customer relationships,
and expand our presence in geographic markets.

OUR HISTORY

We were incorporated in 1991 under the name American Communications
Construction, Inc. In November 1997, we changed our name to Clear Communications
Group, Inc., and in July 1998 we reorganized our corporate structure by creating
a holding company, Clear Holdings, Inc. In May 2000, we changed our name from
Clear Holdings to o2wireless Solutions, Inc. Our principal executive offices are
located at 440 Interstate Parkway North, Atlanta, Georgia 30339, and our
telephone number is (770)763-5620.

THE OFFERING

<TABLE>
<S> <C>
Common stock offered by o2wireless Solutions......... 5,798,623 shares
Common stock offered by selling shareholders......... 301,377 shares
Common stock to be outstanding after the offering.... 22,176,297 shares
Use of proceeds...................................... - to repay indebtedness under our credit
agreement of approximately $30 million;
- to redeem our senior subordinated notes for
approximately $13 million;
- to redeem our Series D Preferred Stock for
approximately $7.9 million; and
- to use the balance of the proceeds for
general corporate purposes. See "Use of
Proceeds."
Proposed Nasdaq National Market symbol............... OTWO
</TABLE>

The number of shares of common stock to be outstanding after the offering
is based on the number of shares outstanding as of June 30, 2000 and does not
include the following:

- 1,337,086 shares subject to options outstanding, at a weighted average
exercise price of $1.80 per share;

- 914,214 shares of common stock available for future issuance under our
1998 Stock Option Plan; and

- warrants to purchase 7,091,275 shares of common stock at an exercise
price of $0.0038 per share.
---------------------

Unless otherwise noted, the information in this prospectus assumes no
exercise of the underwriters' option to purchase additional shares in the
offering.

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SUMMARY CONSOLIDATED AND PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS)

The following table presents summary consolidated and pro forma financial
data about our business. You should read this information together with the
consolidated financial statements and the notes to those statements appearing
elsewhere in this prospectus and the information under "Selected Consolidated
and Pro Forma Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in this prospectus. The
information provided below and elsewhere in this prospectus reflects, unless
otherwise noted, a 2.65-for-one stock split that occurred on June 29, 2000.

The Consolidated Statements of Operations pro forma columns give effect to
the acquisitions of TWR Telecom, Inc. and its subsidiaries, Specialty Drilling
Inc., McKenzie Telecommunications Group, Inc., and Communication Consulting
Services, Inc. and its subsidiary ("CCS"), as if those transactions had occurred
on January 1, 1999. The pro forma columns also assume the automatic conversion
of all outstanding shares of our Class A Preferred Stock and our Series C
Preferred Stock outstanding as of June 30, 2000 into shares of common stock, as
of the later of January 1, 1999 or the date of issuance of the related preferred
stock.

The Consolidated Balance Sheet pro forma column assumes the automatic
conversion of all outstanding shares of our Class A Preferred Stock and our
Series C Preferred Stock into shares of common stock and the expiration of the
put provisions of the common stock put warrants as of June 30, 2000.

The Consolidated Balance Sheet pro forma as adjusted column reflects the
receipt by us of the net proceeds of approximately $63.0 million from the sale
of 5,798,623 shares of common stock in this offering at an initial public
offering price of $12.00 per share, after deducting estimated underwriting
discounts and commissions and estimated offering expenses and the application of
the estimated net proceeds from the offering. See "Capitalization" and "Use of
Proceeds."

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
----------------------------------------- ---------------------------------------
1997 1998 1999 1999 2000
------- ------- --------------------- ----------- -------------------------
ACTUAL PRO FORMA (UNAUDITED) ACTUAL PRO FORMA
------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Revenues....................... $ 6,003 $24,485 $48,631 $72,981 $ 16,218 $ 57,243 $ 58,591
Operating (loss) income........ (1,360) (1,471) 1,075 7 (1,146) 4,040 4,062
Increase in fair value of
common stock put warrants.... -- -- -- -- -- (13,681) (13,681)
(Loss) income before
extraordinary item and
cumulative effect of change
in accounting principle...... (1,360) (2,403) 60 (2,566) (2,164) (12,791) (12,959)
Net loss....................... (1,360) (2,403) (317) (2,943) (2,285) (12,791) (12,959)
Preferred stock dividends and
accretion of discount on
redeemable preferred stock... (9) (413) (632) (119) (208) (939) (636)
Net loss applicable to common
stockholders................. (1,369) (2,816) (949) (3,062) (2,493) (13,730) (13,595)
======= ======= ======= ======= ======== ======== ========
Basic and diluted loss per
common share before
extraordinary item and
cumulative effect of change
in accounting principle...... $ (0.22) $ (0.40) $ (0.08) $ (0.19) $ (0.33) $ (1.85) $ (0.85)
======= ======= ======= ======= ======== ======== ========
Basic and diluted loss per
common share................. $ (0.22) $ (0.40) $ (0.13) $ (0.22) $ (0.35) $ (1.85) $ (0.85)
======= ======= ======= ======= ======== ======== ========
Basic and diluted weighted
average shares............... 6,329 7,108 7,189 13,910 7,189 7,431 15,934
======= ======= ======= ======= ======== ======== ========
</TABLE>

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<TABLE>
<CAPTION>
JUNE 30, 2000
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents.................................. $ 1,953 $ 1,953 $ 20,713
Working capital............................................ 20,308 20,308 41,155
Total assets............................................... 72,234 72,234 88,519
Total debt, including common stock put warrants for
actual................................................... 59,898 37,186 4,793
Redeemable preferred stock................................. 11,766 3,248 --
Total shareholders' (deficit) equity....................... (16,126) 15,103 67,029
</TABLE>

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RISK FACTORS

You should carefully consider the risks and uncertainties described below
before making an investment decision. Our business, financial condition and
operating results could be adversely affected by any of the following factors,
in which event the trading price of our common stock could decline, and you
could lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS

OUR RESULTS OF OPERATIONS WILL SUFFER IF WE ARE UNABLE TO MANAGE OUR GROWTH
EFFECTIVELY.

Our business is experiencing a period of significant expansion, and we
anticipate that further expansion will be required to address potential growth
in the demand for our services. We expect this expansion to continue to place a
significant strain on our managerial, operational and financial resources. To
manage the expected growth of our operations and personnel, we will be required
to:

- improve existing and implement new operational, financial and management
controls, reporting systems and procedures; and

- integrate, train, motivate and manage employees.

If we fail to establish processes to manage our growth, our business and
results of operations may suffer because of the inability of our infrastructure
to support increased levels of business activity.

WE HAVE A HISTORY OF LOSSES, AND WE MAY NEVER ACHIEVE AND SUSTAIN PROFITABILITY.

We incurred net losses of approximately $1.4 million, $2.4 million and
$317,000 for the years ended December 31, 1997, 1998 and 1999, respectively. For
the six-month period ended June 30, 2000, we reported a net loss of $12.8
million which was attributable to a non-cash expense charge of $13.7 million
resulting from the increase in the fair value of common stock put warrants
outstanding. Our ability to be profitable depends on our ability to generate and
maintain greater revenues while incurring reasonable expenses. We cannot be
certain that we will be able to achieve, sustain or increase profitability on a
quarterly or annual basis in the future. Our inability to achieve or maintain
profitability could impede implementation of our growth strategy or cause the
market price of our common stock to decrease.

WE MAY NOT BE ABLE TO HIRE OR RETAIN A SUFFICIENT NUMBER OF QUALIFIED ENGINEERS,
TECHNICIANS, AND PROJECT MANAGERS TO SUSTAIN OUR GROWTH, MEET OUR CONTRACTUAL
COMMITMENTS OR MAINTAIN THE QUALITY OF OUR SERVICES.

Our future success will depend on our ability to attract and retain
additional highly skilled engineering and technical personnel. The actual number
of employees we will need to hire will fluctuate depending on the size, number
and timing requirements of contracts we receive. Experienced engineers,
technicians, project managers and other highly skilled employees are in great
demand. Competition for such personnel is intense, and we may be unable to
attract sufficiently qualified individuals in adequate numbers to meet the
demand for our services. Failure to hire an adequate number of individuals could
limit our ability to complete projects for our current customers and may limit
our ability to take on additional projects.

OUR OPERATING RESULTS MAY SUFFER BECAUSE OF COMPETITION IN THE WIRELESS SERVICES
INDUSTRY.

The telecommunications network services market is highly competitive and is
served by numerous companies. Many of these competitors have significantly
greater financial, technical and marketing resources, generate greater revenues
and have greater name recognition and international experience than we. We
believe that the principal competitive factors in our market include the ability
to deliver our services within budget and on time, reputation, accountability,

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project management expertise, industry experience, pricing and expertise in new
and evolving technologies. We may not be able to compete effectively on these or
other bases, and, as a result, we may not be able to maintain our current
customer relationships or develop new customer relationships.

OUR QUARTERLY RESULTS MAY FLUCTUATE. IF WE FAIL TO MEET EARNINGS ESTIMATES, OR
CONTINUE TO INCUR NET LOSSES, OUR STOCK PRICE COULD DECLINE.

Our quarterly and annual operating results have fluctuated in the past and
may vary in the future due to a variety of factors, including:

- the timing and size of network deployment by our customers and the timing
and size of orders for network equipment built by our vendor customers;

- fluctuations in demand for our services;

- the length of sales cycles;

- reductions in the prices of services offered by our competitors;

- costs of integrating technologies or businesses; and

- telecommunications market conditions and general economic conditions.

Due to these factors, our quarterly revenues, expenses and results of
operations could vary significantly in the future. You should take these factors
into account when evaluating past periods, and, because of the potential
variability in our quarterly results, you should not rely upon results of past
periods as an indication of our future performance. In addition, because our
operating results may vary significantly from quarter to quarter, results may
not meet the expectations of securities analysts and investors, and this could
cause the price of our common stock to decline significantly.

WE RECOGNIZE REVENUES ON OUR FIXED-PRICE CONTRACTS ON A PERCENTAGE-OF-COMPLETION
BASIS, WHICH COULD CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE.

We recognize revenues on our fixed-price contracts using the
percentage-of-completion method. In 1999, revenues from our fixed-price
contracts accounted for approximately 73% of our total revenues. Under the
percentage-of-completion method, in each period we recognize expenses as they
are incurred and we recognize revenue based on a comparison of the costs
incurred to date for the project to the then estimated total costs of the
project. Accordingly, the revenue we recognize in a given quarter depends on the
costs we have incurred for individual projects and our then current estimate of
the total remaining costs to complete individual projects. If in any period we
significantly increase our estimate of the total costs to complete a project, we
may recognize very little or no additional revenue with respect to that project.
As a result, our gross margin in such period and in future periods may be
significantly reduced and in some cases we may recognize a loss on individual
projects prior to their completion. To the extent that our estimates fluctuate
over time or differ from actual requirements, gross margins in subsequent
quarters may vary significantly from our estimates and could harm our results of
operations.

OUR BUSINESS MAY BE HARMED IF WE INCREASE OUR STAFFING LEVELS IN ANTICIPATION OF
A PROJECT AND UNDERUTILIZE OUR PERSONNEL BECAUSE SUCH PROJECT IS DELAYED,
REDUCED OR TERMINATED.

Since our business is driven by large, and sometimes multi-year, contracts,
we forecast our personnel needs for future projected business. If we increase
our staffing levels in anticipation of a project and such project is delayed,
reduced or terminated, we may underutilize these additional personnel, which
would increase our general and administrative expenses and could adversely
affect our results of operations.

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IF OUR THIRD-PARTY SUBCONTRACTORS FAIL TO COMPLETE PROJECTS IN A TIMELY MANNER
OR FAIL TO PROVIDE THE QUALITY OF SERVICE WE EXPECT IN OUR SERVICE OFFERINGS,
OUR REPUTATION IN THE INDUSTRY COULD BE HARMED WHICH COULD NEGATIVELY AFFECT OUR
ABILITY TO KEEP OUR CUSTOMERS OR ATTRACT NEW BUSINESS.

We use third-party subcontractors on a substantial number of our projects.
Although we take care to identify subcontractors with the requisite experience,
we may not be able to control the quality of the work completed by these
subcontractors or retain experienced subcontractors on acceptable terms, if at
all. Further, our inability to hire sufficient subcontractors could limit our
ability to complete projects for customers in a timely manner or take on
additional projects. If our third-party subcontractors fail to complete projects
in a timely manner or fail to provide the quality we expect in our service
offerings, our reputation in the industry could be harmed which could negatively
affect our ability to keep our customers or attract new business. In addition,
we may not be able to hire third-party subcontractors at attractive rates which
could negatively impact our financial results.

OUR BUSINESS STRATEGY INCLUDES THE POSSIBLE ACQUISITION OF OTHER BUSINESSES, BUT
WE MAY NOT BE ABLE TO IDENTIFY APPROPRIATE ACQUISITION CANDIDATES OR PROPERLY
INTEGRATE THEIR BUSINESSES.

From time to time, we may consider acquisitions of other businesses. We
expect to face competition for acquisition candidates, which may limit the
number of acquisition opportunities and may lead to higher acquisition prices.
Also, we may not be able to identify, acquire or manage additional businesses
profitably or to successfully integrate the acquired businesses with our
business. Businesses that we acquire may have liabilities that we underestimate
or do not discover during our pre-acquisition investigations. Some of the
liabilities of the businesses we acquire, even if we do not expressly assume
them, may be imposed on us as the successor to the business. Further, each
acquisition involves a number of other special risks that could cause the
acquired business to fail to meet our expectations. For example:

- the acquired business may not achieve expected results;

- we may not be able to retain key personnel of the acquired business;

- we may incur substantial, unanticipated costs, delays or other
operational financial problems when we try to integrate the business with
our own;

- our management's attention may be diverted; or

- our management may not be able to manage the combined entity effectively
or to make acquisitions and grow our business internally at the same
time.

We cannot predict the timing, size or success of any future acquisitions,
our ability to integrate any acquired businesses, or their associated capital
requirements. In addition, we may not be able to obtain acquisition financing
when required, or such financing may only be available on terms and conditions
that are unacceptable to us. If we fail to address the above issues, or if we
are unable to fund our acquisition plans, our growth could be limited.

OUR FUTURE EARNINGS WILL BE NEGATIVELY AFFECTED BECAUSE WE WILL BE AMORTIZING
GOODWILL INCURRED IN PRIOR ACQUISITIONS.

As a result of the acquisitions which we have completed since November
1997, we are required to record amortization expense related to goodwill. In
connection with an acquisition, goodwill represents the excess of the purchase
price paid for the acquired entity over the fair value of the net identifiable
assets acquired. The goodwill acquired in our acquisitions is amortized on a
straight-line basis over a period of 10 years. The aggregate amount of goodwill
recorded by us for the acquisitions we have completed since November 1997 is
approximately $23.9 million. Based upon the current amount of goodwill, our
annual amortization expense will be approximately $2.4 million through 2007, and
thereafter will decrease each year through 2010. At December 31, 1999

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and June 30, 2000, goodwill accounted for approximately 33% and 29%,
respectively, of our total assets. Any further increase in the amount of
amortization expense from future acquisitions will further reduce our earnings
or increase our losses.

IN THE QUARTER IN WHICH THIS OFFERING IS COMPLETED, WE EXPECT TO REPORT A
NON-RECURRING NON-CASH EXPENSE CHARGE OF APPROXIMATELY $6.4 MILLION, WHICH WILL
HAVE A NEGATIVE EFFECT ON OUR EARNINGS FOR THE QUARTER IN WHICH SUCH CHARGE IS
TAKEN AND MAY NEGATIVELY AFFECT OUR STOCK PRICE.

In the quarter in which this offering is completed, we expect to report a
non-recurring non-cash expense charge of approximately $6.4 million,
attributable to the immediate accretion of the remaining discount on our senior
subordinated notes and the write off of previously capitalized loan financing
costs. This non-recurring expense charge will significantly reduce our earnings
or increase our losses for the quarter in which we take this charge and may
negatively affect our stock price. For a more complete discussion of this
non-recurring expense charge, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

IF WE FAIL TO PROPERLY MANAGE ANY FUTURE INTERNATIONAL EXPANSION, IT COULD
NEGATIVELY AFFECT OUR ABILITY TO RETAIN CUSTOMERS WHO HAVE INTERNATIONAL
OPERATIONS OR CAUSE US TO LOSE BUSINESS TO OUR COMPETITORS WHICH DO HAVE
ESTABLISHED INTERNATIONAL OPERATIONS.

We may expand internationally. As a result, we may need to establish
international operations, hire additional personnel and establish relationships
with additional suppliers and customers. This expansion could require
significant financial resources and management attention and could have a
negative effect on our ability to retain customers who have international
operations or cause us to lose business to our competitors which do have
established international operations. In addition, our international business
may be subject to a variety of risks, including, among other things, increased
costs associated with maintaining international marketing efforts, applicable
government regulation, fluctuations in foreign currency, and difficulties in
collecting international accounts receivable.

WE HAVE RELIED AND CONTINUE TO RELY ON A LIMITED NUMBER OF CUSTOMERS FOR A
SIGNIFICANT PORTION OF OUR REVENUES. LOSING ONE OR MORE OF THESE CUSTOMERS MAY
ADVERSELY AFFECT OUR REVENUES.

We generate a significant portion of our revenues from a limited number of
customers, and we expect that this will continue for the foreseeable future. For
example, for the year ended December 31, 1999, revenues from each of our three
most significant customers, Nortel Networks, Sprint and Carolina PCS, accounted
for more than 10% of our revenues, and collectively these customers accounted
for approximately 36% of our revenues. Further, our contracts with customers are
for limited terms, and our customers may discontinue use of our services upon
short notice. If we lose any of our large customers, or if we are unable to add
new large customers, our revenues will not increase as expected. In addition,
our reputation and brand name could be harmed.

A LOSS OF ONE OR MORE OF OUR KEY CUSTOMERS OR DELAYS IN PROJECT COMPLETION FOR
SUCH CUSTOMERS COULD CAUSE A SIGNIFICANT DECREASE IN OUR REVENUES.

We anticipate that some of our key customers will change in the future as
current projects are completed and new ones are begun. The services required by
any one customer can be limited by a number of factors, including industry
consolidation, technological developments, economic slowdown and internal budget
constraints. None of our customers is obligated to purchase additional services,
and most of our active customer contracts can be terminated without cause or
penalty by the customer on notice to us of 30 days or less. As a result of these
factors, the volume of work performed for specific customers is likely to vary
from period to period, and a major customer in one period may not use our
services in a subsequent period. Accordingly, we cannot be certain that present
or future customers will not terminate their network service arrangements with
us or significantly reduce or delay their projects. Any termination, change,
reduction or delay in
9
<PAGE> 13

our projects could result in reduced revenues or a delay in receiving payments
which would negatively impact our business.

IF OUR CUSTOMERS DO NOT RECEIVE SUFFICIENT FINANCING, OUR BUSINESS MAY BE
SERIOUSLY HARMED.

Some of our customers and potential customers have limited operating
histories and financial resources. These customers often must obtain significant
amounts of financing to fund their operations and deploy their networks. We
frequently work with such companies prior to their receipt of financing. If
these customers fail to receive adequate financing and therefore fail to make
timely payments to us, we could lose expected revenues and our results of
operations would be harmed.

WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE, MARKET CONDITIONS AND
INDUSTRY DEVELOPMENTS TO MAINTAIN OR GROW OUR REVENUES.

The market for wireless and other network system design, deployment and
management services is characterized by rapid change and technological
improvements. Our future success will depend in part on our ability to enhance
our current service offerings to keep pace with technological developments and
to address increasingly sophisticated customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond to
the technological advances by others and our services may not adequately or
competitively address the needs of the changing marketplace.

OUR BUSINESS OPERATIONS COULD BE SIGNIFICANTLY DISRUPTED IF WE LOSE MEMBERS OF
OUR MANAGEMENT TEAM.

We believe that our success depends to a significant degree upon the
continued contributions of our executive officers and other key personnel, both
individually and as a group. Our future performance will be substantially
dependent on our ability to retain and motivate them. We have not entered into
employment agreements with any members of our senior management team. The loss
of the services of any of our executive officers, particularly Stephen F.
Johnston, Sr., our Chairman and Chief Executive Officer, Michael W. Riley, our
President and Chief Operating Officer, or William J. Loughman, our Chief
Financial Officer, could prevent us from executing our business strategy.

WE MAY ENCOUNTER POTENTIAL COSTS OR CLAIMS RESULTING FROM PROJECT PERFORMANCE.

Many of our engagements involve projects that are significant to the
operations of our customers' businesses. Our failure to meet a customer's
expectations in the planning or implementation of a project or the failure of
unrelated third party contractors to meet project completion deadlines could
damage our reputation and adversely affect our ability to attract new business.
We frequently undertake projects in which we guarantee performance based upon
defined operating specifications or guaranteed delivery dates. Unsatisfactory
performance or unanticipated difficulties or delays in completing such projects
may result in a direct reduction in payments to us, or payment of damages by us,
which could harm our business.

RISKS RELATED TO OUR INDUSTRY

OUR SUCCESS IS DEPENDENT ON CONTINUED GROWTH IN THE DEPLOYMENT OF WIRELESS
NETWORKS, AND OUR REVENUES WILL BE REDUCED IF THERE ARE DELAYS IN SUCH
DEPLOYMENT.

The wireless telecommunications industry has experienced a dramatic rate of
growth both in the United States and internationally. If the rate of growth
slows and carriers reduce their capital investments in wireless infrastructure
or fail to expand into new geographies, our business and results of operations
would suffer. To date, the pace of network deployment has sometimes been slower
than expected, due in part to difficulties experienced by holders of licenses in
raising the

10
<PAGE> 14

necessary financing, and there can be no assurance that future bidders for
licenses will not experience similar difficulties. There has also been
substantial regulatory uncertainty regarding payments owed to the U.S.
Government by past successful wireless bidders, and such uncertainty has delayed
network deployments. In addition, factors such as allegations of health risks
associated with the use of cellular phones, as well as future legislation, legal
decisions and regulation, may slow or delay the deployment of wireless networks,
which, in turn, could harm our business.

OUR SUCCESS IS DEPENDENT ON THE CONTINUED TREND TOWARD OUTSOURCING
TELECOMMUNICATIONS NETWORK SERVICES.

Our success is dependent on the continued trend by telecommunications
companies to outsource their network design, deployment and management needs. If
telecommunications companies and network equipment vendors elect to perform more
network design or deployment services themselves, our revenues may decline and
our business and results of operations would be harmed.

THE CONSOLIDATION OF EQUIPMENT VENDORS OR CARRIERS COULD ADVERSELY AFFECT OUR
BUSINESS.

Recently, the wireless telecommunications industry has been characterized
by significant consolidation activity. This consolidation of equipment vendors
or carriers could:

- lead to a greater ability among equipment vendors and carriers to provide
a full line of network services and could simplify integration and
installation, which may lead to a reduction in demand for our services;

- reduce the number of our current or potential customers which could
increase their bargaining power; and

- create competitive pressures whereby a particular customer may request
our exclusivity with them in a particular market.

Accordingly, we may not be able to attract or maintain certain customer
relationships where we are unable to provide an exclusive arrangement which
could adversely affect our business and results of operations.

OUR STOCK PRICE MAY BE PARTICULARLY VOLATILE BECAUSE OF THE INDUSTRY WE ARE IN.

The stock market in general has recently experienced extreme price and
volume fluctuations. In addition, the market prices of securities of technology
and telecommunications companies have been extremely volatile and have
experienced fluctuations that have often been unrelated to or disproportionate
to the operating performance of such companies. These broad market fluctuations
could adversely affect the price of our common stock.

RISKS RELATED TO THIS OFFERING

OUR EXECUTIVE OFFICERS AND DIRECTORS AND THEIR AFFILIATES WILL CONTROL
APPROXIMATELY 37% OF OUR COMMON STOCK AFTER THIS OFFERING AND, AS A RESULT, WILL
BE ABLE TO EXERCISE A SIGNIFICANT AMOUNT OF CONTROL OVER ALL MATTERS REQUIRING
SHAREHOLDER APPROVAL.

Upon completion of this offering, our executive officers and directors and
their affiliates will beneficially own, in the aggregate, approximately 37.2% of
our outstanding common stock. In particular, our Chairman and Chief Executive
Officer, Stephen F. Johnston, Sr., will beneficially own, in the aggregate,
approximately 33.5% of our outstanding common stock. As a result, these
shareholders will be able to exercise significant influence over all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions, which may have the effect of delaying or
preventing a third party from acquiring control over us. These transactions may
include those that other shareholders deem not to be in their best interests

11
<PAGE> 15

and in which those other shareholders might otherwise receive a premium for
their shares over then current prices. For additional information regarding our
stock ownership, see "Principal and Selling Shareholders."

WE HAVE BROAD DISCRETION TO USE CERTAIN PORTIONS OF THE OFFERING PROCEEDS, AND
OUR INVESTMENT OF THOSE PROCEEDS MAY NOT YIELD A FAVORABLE RETURN.

Some of the net proceeds of this offering are not allocated for specific
uses. Our management has broad discretion to spend such proceeds in ways with
which shareholders may not agree. The failure of our management to apply these
funds effectively could impede our ability to expand the business. This could
harm our results of operations and could cause the price of our common stock to
decline.

PROVISIONS IN OUR CHARTER DOCUMENTS MAY MAKE IT DIFFICULT FOR A THIRD PARTY TO
ACQUIRE US AND COULD DEPRESS THE PRICE OF OUR COMMON STOCK.

Upon completion of the offering, our articles of incorporation and bylaws
will contain provisions that could delay, defer or prevent a change in control
of our company or our management. These provisions could also discourage proxy
contests and make it more difficult for you and other shareholders to elect
directors and take other corporate actions. As a result, these provisions could
limit the price that investors are willing to pay in the future for shares of
our common stock. These provisions will include:

- establishing a staggered board of directors;

- authorizing the board of directors to issue additional preferred stock,
which could be issued quickly with terms that delay or prevent a change
in control; and

- prohibiting shareholder action by written consent.

For a more complete description of these anti-takeover provisions, see
"Description of Capital Stock -- Preferred Stock" and "-- Anti-takeover
Provisions."

OUR SECURITIES HAVE NO PRIOR MARKET AND WE CANNOT ASSURE YOU THAT OUR STOCK
PRICE WILL NOT DECLINE AFTER THE OFFERING.

Before this offering, there has not been a public market for our common
stock and the market price of our common stock may decline below the initial
public offering price. The initial public offering price has been determined by
negotiations between us and the representatives of the underwriters. See
"Underwriting" for a discussion of the factors considered in determining the
initial public offering price. In addition, an active public market for our
common stock may not develop or be sustained after this offering.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION BY INVESTING IN OUR
COMMON STOCK.

The initial public offering price is substantially higher than the net
tangible book value of each outstanding share of common stock immediately after
the offering. Purchasers of common stock in this offering will suffer immediate
and substantial dilution. This dilution will reduce the net tangible book value
of their shares, since these investments will be at a substantially higher per
share price than they were for our existing shareholders. The dilution will be
$9.88 per share in the net tangible book value of the common stock from the
initial public offering price. If additional shares are sold by the underwriters
following exercise of their over-allotment option, or if outstanding options or
warrants to purchase shares of common stock are exercised, you will incur
further dilution.

12
<PAGE> 16

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE.

Sales of a substantial number of shares of common stock in the public
market following this offering could cause the market price of our common stock
to decline. After this offering, we will have outstanding 22,176,297 shares of
common stock. All the shares sold in this offering will be freely tradable. All
of the remaining 16,377,674 shares of common stock outstanding after this
offering will be eligible for sale in the public market beginning 180 days after
the date of this prospectus subject, in certain cases, to the resale
restrictions of Rule 144. After this offering, some of the holders of our common
stock will have the right to require us to register the sale of their shares,
subject to limitations and to the lock-up agreements with the underwriters.
These holders also have the right to include their shares in any future public
offerings of our equity securities. After this offering we also intend to
register up to approximately 2,650,000 additional shares of our common stock for
sale upon the exercise of outstanding stock options issued or reserved for
future issuance pursuant to our 1998 Stock Option Plan.

FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus. There are risks
and uncertainties relating to these statements, and there can be no guarantee
that these statements will prove to be correct. Forward-looking statements
include assumptions as to how we may perform in the future. When we use words
like "believe," "could," "may," "will," "estimate," "continue," "seek,"
"anticipate," "intend," "expect," "predict," "potential," and "plan" or similar
expressions, we are making forward-looking statements.

We have based these statements on our current expectations about future
events. Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we cannot guarantee that these
expectations actually will be achieved. In evaluating these statements, you
should consider various factors, including the risks set forth in "Risk
Factors." These risk factors may cause actual results to differ materially from
any forward-looking statements.

13
<PAGE> 17

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 5,798,623 shares of
common stock that we are offering will be approximately $63.0 million after
deducting estimated offering expenses.

Of the net proceeds we receive in the offering, we intend to use
approximately $30 million to repay indebtedness outstanding at August 15, 2000
under our credit facility with Wachovia Bank, N.A. The credit facility matures
on November 1, 2004 and as of June 30, 2000, bears a weighted average interest
rate of 10.351%.

We intend to use approximately $13 million to redeem our senior
subordinated notes, all of which are held by American Capital Strategies, Ltd.
The notes bear interest at an annual rate of 12.75% and mature October 31, 2005.
We intend to use approximately $7.9 million to redeem our Series D Preferred
Stock, all of which is held by Stratford Capital Partners, L.P. and Stratford
Equity Partners, L.P. Upon redemption of the senior subordinated notes, we will
incur a loss of approximately $3.9 million which represents the amount of the
then unaccreted discount on such notes. In addition, a non-recurring expense
charge for the write-off of the then remaining capitalized loan costs of
approximately $2.5 million will be incurred. Also, income available to common
shareholders will be reduced by approximately $4.7 million which represents the
amount of the then unaccreted discount on the Series D Preferred Stock, upon its
redemption.

We expect to use the remaining net proceeds from this offering of
approximately $12.1 million for general corporate purposes. In addition, we may
use a portion of the net proceeds to acquire businesses. We currently have no
commitments or agreements to acquire other businesses. Pending the uses
described above, we intend to invest the net proceeds in interest-bearing,
investment grade securities.

DIVIDEND POLICY

We have never paid dividends on our common stock. Covenants in our
financing arrangements prohibit or limit our ability to declare or pay cash
dividends. For a more complete description of these restrictions, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." We currently intend to retain any future earnings to finance the
growth and development of our business and therefore do not anticipate paying
any cash dividends in the foreseeable future. Any future determination to pay
cash dividends will be at the discretion of our Board of Directors and will
depend upon our financial condition, results of operations, capital
requirements, general business conditions and other factors that the Board of
Directors may deem relevant.

14
<PAGE> 18

CAPITALIZATION

The following table shows our capitalization at June 30, 2000:

- on an actual basis;

- on an unaudited pro forma basis after giving effect to the automatic
conversion upon the closing of this offering of all outstanding shares of
convertible preferred stock into 8,565,444 shares of common stock and the
expiration of the put provisions of the common stock put warrants; and

- on an unaudited pro forma basis, as adjusted to reflect the receipt by us
of net proceeds of approximately $63.0 million from the sale of 5,798,623
shares of common stock in this offering at the initial public offering
price of $12.00 per share, after deducting underwriting discounts and
commissions and estimated offering expenses and the application of the
estimated net proceeds from the offering. See "Use of Proceeds".

<TABLE>
<CAPTION>
JUNE 30, 2000
-------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- ------------------- -----------
(IN THOUSANDS,
EXCEPT SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
Long-term debt, less current portion.................... $33,049 $33,049 $ 2,656
Common stock put warrants............................... 22,712 -- --
Class A convertible preferred stock; 100,000 shares,
$0.01 par value, authorized and 57,669 shares issued
and outstanding, actual; no shares issued and
outstanding, pro forma; no shares issued and
outstanding, pro forma as adjusted.................... 5,424 -- --
Series C convertible preferred stock; 75,000 shares, no
par value, authorized and 30,932 shares issued and
outstanding, actual; no shares issued and outstanding,
pro forma; no shares issued and outstanding, pro forma
as adjusted........................................... 3,093 -- --
Series D senior redeemable preferred stock; 100,000
shares, no par value, authorized and 79,180 shares
issued and outstanding, actual; 79,180 shares issued
and outstanding, pro forma; no shares issued and
outstanding, pro forma as adjusted.................... 3,248 3,248 --
Shareholders' equity:
Common stock; 15,000,000 shares, $0.0001 par value,
authorized and 7,812,230 shares issued and
outstanding, actual; 100,000,000 shares, $0.0001 par
value, authorized and 16,377,674 shares issued and
outstanding pro forma; 100,000,000 shares, $0.0001
par value, authorized and 22,176,297 shares issued
and outstanding, pro forma as adjusted.............. 1 2 2
Additional paid-in capital............................ 4,720 35,948 94,269
Deferred stock compensation........................... (1,790) (1,790) (1,790)
Accumulated deficit................................... (19,057) (19,057) (25,452)
------- ------- --------
Total shareholders' equity (deficit)........... (16,126) 15,103 67,029
------- ------- --------
Total capitalization........................... $51,354 $49,303 $ 69,685
======= ======= ========
</TABLE>

15
<PAGE> 19

The outstanding share information shown in the table above is based on the
number of shares outstanding as of June 30, 2000 and excludes:

- 1,337,086 shares subject to options outstanding, at a weighted average
exercise price of $1.80 per share;

- 914,214 shares of common stock available for future issuance under our
1998 Stock Option Plan; and

- warrants to purchase 7,091,275 shares of common stock at an exercise
price of $0.0038 per share.

16
<PAGE> 20

DILUTION

The pro forma net tangible deficit book value of our common stock at June
30, 2000 was approximately $(7.4) million, or $(0.45) per share of common stock.
The pro forma net tangible book value per share represents the amount of our
total tangible assets less total liabilities, divided by 16,377,674 shares of
common stock outstanding after giving effect to the conversion of all
outstanding shares of preferred stock into 8,565,444 shares of common stock and
the expiration of the put provisions of the common stock put warrants upon the
closing of this offering.

After giving effect to the issuance of 5,798,623 shares in this offering
and the receipt of approximately $63.0 million of net proceeds from this
offering, based on the initial public offering price of $12.00 per share and
after deducting the estimated underwriting discounts and commissions and
estimated offering expenses and the application of the estimated net proceeds
from the offering, our pro forma as adjusted net tangible book value at June 30,
2000 would have been approximately $47.0 million, or $2.12 per share. This
amount represents an immediate increase in pro forma net tangible book value of
$2.57 per share to existing shareholders and an immediate dilution of $9.88 per
share to purchasers of common stock in this offering. Dilution is determined by
subtracting pro forma as adjusted net tangible book value per share after this
offering from the amount of cash paid by a new investor for a share of common
stock. The following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share..................... $12.00
Pro forma net tangible deficit book value per share at
June 30, 2000.......................................... $(0.45)
Increase in pro forma net tangible book value per share
attributable to new investors.......................... 2.57
------
Pro forma as adjusted net tangible book value per share
after this offering.................................... 2.12
------
Dilution per share to new investors......................... $ 9.88
======
</TABLE>

The following table summarizes as of June 30, 2000, on a pro forma as
adjusted basis described above, the number of shares of common stock purchased
from us, the total consideration paid to us and the average price per share paid
by existing shareholders and by new investors who purchase shares of common
stock in this offering at the initial public offering price of $12.00 per share.
We have not deducted estimated underwriting discounts and commissions and
estimated offering expenses in our calculations.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing
shareholders........ 16,377,674 74% $13,239,904 16% $ 0.81
New investors......... 5,798,623 26 69,583,476 84 12.00
---------- --- ----------- ----
Total....... 22,176,297 100% $82,823,380 100%
========== === =========== ====
</TABLE>

If the underwriters' over-allotment option is exercised in full, sales in
this offering will reduce the number of shares of common stock held by existing
shareholders to approximately 70% of the total shares of common stock
outstanding after the offering and will increase the number of shares held by
new investors to 7,015,000 or approximately 30% of the total shares of common
stock outstanding after the offering.

The above table assumes no exercise of any outstanding stock options or
warrants. As of June 30, 2000, there were options outstanding to purchase a
total of 1,337,086 shares of common stock with a weighted average exercise price
of $1.80 per share. As of June 30, 2000, there were warrants outstanding to
purchase a total of 7,091,275 shares of common stock at an exercise price of
$0.0038 per share. If any of these options or warrants are exercised, there will
be further dilution to new public investors. Please see "Capitalization" and
"Management -- Stock Option Plan" for additional information about the
outstanding options and warrants.

17
<PAGE> 21

SELECTED CONSOLIDATED AND PRO FORMA FINANCIAL DATA

You should read the following selected consolidated financial data in
conjunction with our consolidated financial statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," included elsewhere in this prospectus.

HISTORICAL PRESENTATION

The historical consolidated statements of operations data set forth below
are derived from and qualified by reference to our consolidated financial
statements included elsewhere in this prospectus. The historical results are not
necessarily indicative of results to be expected in any future period.

PRO FORMA PRESENTATION

The pro forma financial data has been derived from our unaudited pro forma
condensed financial information on pages F-63 and F-64 which was prepared to
illustrate the effects of certain acquisitions. The unaudited pro forma
statement of operations data for the year ended December 31, 1999 and the six
months ended June 30, 2000 gives effect to our acquisitions of TWR Telecom, Inc.
and certain of its affiliates, McKenzie Telecommunications Group, Inc., and
Communication Consulting Services, Inc. and its subsidiary as if those
transactions had occurred on January 1, 1999. The pro forma information also
assumes the automatic conversion of all shares of our Class A Preferred Stock
and Series C Preferred Stock outstanding as of June 30, 2000 into shares of
common stock, as of the later of January 1, 1999 or the date of issuance of the
related preferred stock, and the expiration of the put provisions of the common
stock put warrants as of June 30, 2000.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------------- ------------------------------
1999 2000
--------------------- --------------------
1995 1996 1997 1998 ACTUAL PRO FORMA 1999 ACTUAL PRO FORMA
------ ------ ------- ------- ------- ----------- ------- -------- ---------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Revenues......................... $1,440 $2,208 $ 6,003 $24,485 $48,631 $72,981 $16,218 $ 57,243 $ 58,591
Cost of revenues................. 1,025 1,619 5,078 19,723 35,919 53,335 12,878 40,437 41,298
Selling, general and
administrative expenses........ 767 1,417 2,092 4,835 9,517 16,256 3,622 10,774 11,099
Depreciation and amortization.... 53 28 193 1,398 2,120 3,383 864 1,992 2,132
------ ------ ------- ------- ------- ------- ------- -------- --------
Operating (loss) income.......... (405) (856) (1,360) (1,471) 1,075 7 (1,146) 4,040 4,062
Increase in fair value of common
stock put warrants............. -- -- -- -- -- -- -- (13,681) (13,681)
Total other expense.............. (77) (66) (145) (887) (2,241) (4,988) (1,018) (2,381) (2,635)
------ ------ ------- ------- ------- ------- ------- -------- --------
Loss before income taxes,
extraordinary item, and
cumulative effect of accounting
change......................... (482) (922) (1,505) (2,358) (1,166) (4,981) (2,164) (12,022) (12,254)
Income tax (expense) benefit..... -- (55) 145 (45) 1,226 2,415 -- (769) (705)
------ ------ ------- ------- ------- ------- ------- -------- --------
(Loss) income before
extraordinary item and
cumulative effect of change in
accounting principle........... (482) (977) (1,360) (2,403) 60 (2,566) (2,164) (12,791) (12,959)
Extraordinary item............... -- -- -- -- (256) (256) -- -- --
Cumulative effect of change in
accounting principle........... -- -- -- -- (121) (121) (121) -- --
------ ------ ------- ------- ------- ------- ------- -------- --------
Net loss......................... (482) (977) (1,360) (2,403) (317) (2,943) (2,285) (12,791) (12,959)
Preferred stock dividends and
accretion of discount on
redeemable preferred stock..... -- -- (9) (413) (632) (119) (208) (939) (636)
------ ------ ------- ------- ------- ------- ------- -------- --------
Net loss applicable to common
stockholders................... $ (482) $ (977) $(1,369) $(2,816) $ (949) $(3,062) $(2,493) $(13,730) $(13,595)
====== ====== ======= ======= ======= ======= ======= ======== ========
</TABLE>

18
<PAGE> 22

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, 2000
--------------------------------------------- -------------------------
1995 1996 1997 1998 1999 ACTUAL PRO FORMA
----- ------- ------- ------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................ $ (12) $ 202 $ 793 $ 186 $ 2,509 $ 1,953 $ 1,953
Working capital.......................... (31) 390 702 2,138 12,009 20,308 20,308
Total assets............................. 540 977 12,237 19,191 59,473 72,234 72,234
Total debt, including common stock put
warrants............................... 873 2,142 4,475 11,394 35,062 59,898 37,186
Redeemable preferred stock............... -- -- 4,462 4,875 10,960 11,766 3,248
Total shareholders' deficit.............. (790) (1,607) (4,513) (920) (3,004) (16,126) 15,103
</TABLE>

19
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All statements, trend analyses and other information contained in the
following discussion relative to markets for our products and services and
trends in revenues, gross margins and anticipated expense levels, as well as
other statements including words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend" and "plan" and other similar expressions,
constitute forward-looking statements. These forward-looking statements are
subject to business and economic risks and uncertainties, and our actual results
of operations may differ materially from the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in "Risk Factors" as well as other risks and uncertainties
referenced in this prospectus.

OVERVIEW

o2wireless Solutions provides a full range of network services to all
sectors of the global wireless telecommunications industry. Our services range
from business planning and design through deployment and maintenance services
for telecommunications networks.

We have built our business through both internal growth and acquisitions.
During 1999 and 2000, we acquired certain strategically positioned companies in
order to create an integrated telecommunications services company with depth and
expertise in wireless and wireline technologies and a broad geographical
presence. We acquired Cellular Technology International, Inc., based in North
Carolina, to increase our capacity to install and commission wireless and
wireline infrastructure and to strengthen our equipment engineering
capabilities. We acquired TWR Telecom, Inc. and its subsidiaries, along with
Specialty Drilling, Inc. based in Houston, to increase our geographic presence
in the southwestern U.S. and to add civil and structural engineering. These
acquisitions also provided us with implementation capacity and a
hazard/navigation lighting manufacturing business. We acquired McKenzie
Telecommunications Group, Inc., based in Phoenix, to expand our capabilities in
site acquisition, zoning, program management and implementation of large
projects. Finally, in June 2000, we acquired Communication Consulting Services,
Inc. to further enhance our systems engineering capabilities. All of our
acquisitions have been accounted for under the purchase method of accounting.
Aggregate goodwill for all of our acquisitions since 1997 is approximately $23.9
million which is generally being amortized on a straight-line basis over 10
years, the expected period of benefit.

We generally offer our network planning, design and deployment services on
either a fixed-price or a time-and-materials basis, with scheduled deadlines for
completion times, that is, on a time-certain basis. We recognize revenues for
our fixed-price contracts using the percentage-of-completion method. Under the
percentage-of-completion method, in each period we recognize expenses as they
are incurred, and we recognize revenue based on a comparison of the current
costs incurred for the project to the then estimated total costs of the project.
Accordingly, the revenue we recognize in a given quarter depends on the costs we
have incurred for individual projects and our then current estimate of the total
remaining costs to complete individual projects. If in any period we
significantly increase our estimate of the total costs to complete a project, we
may recognize very little or no additional revenue with respect to that project.
As a result, our gross margin in such period and in future periods may be
significantly reduced, and in some cases we may recognize a loss on individual
projects prior to their completion. In 1999, revenues from our fixed-price
contracts accounted for approximately 73% of our total revenues. Our contracts
are typically structured with milestone events that dictate the timing of
payments to us from our customers. Accordingly, there may be a significant delay
between the date we record revenue and the date we receive payment from our
customers. During our planning process, we divide projects into deliverables,
which enables us to better understand the costs associated with each of the
components and minimizes the risks of exceeding our initial estimates.

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Our customers include wireless carriers, equipment vendors, tower
companies, and broadband carriers. We have derived, and believe that we will
continue to derive, a significant portion of our revenues from a limited number
of customers. For the year ended December 31, 1999, we derived 15% of revenues
from Nortel Networks, 11% of revenues from Sprint, and 10% of revenues from
Carolina PCS. In each case, our business was obtained from multiple departments
within the organization. The volume of work performed for specific customers is
likely to vary from period to period, and a major customer in one period may not
use our services in a subsequent period.

Our cost of revenues includes direct compensation and benefits, living and
travel expenses, payments to third-party sub-contractors and other direct
project-related expenses, in addition to allocations of indirect overhead. As of
December 31, 1999, we had 400 employees working on contracted projects.

Selling, general and administrative expenses include compensation and
benefits, facilities expenses and other expenses not related directly to
projects. We are currently installing a new financial management and accounting
software program to better accommodate our growth.

Depreciation and amortization expenses include depreciation on our
furniture, fixtures and equipment and amortization related to our recent
acquisitions.

Interest expense is primarily related to interest on notes payable to
related parties and our banking facilities. We currently intend to repay our
line of credit with the proceeds of this offering. We may enter into future
borrowings or notes related to future acquisitions, and we may incur additional
interest expense as a result.

During the second quarter of 2000, we granted options to certain of our
employees at exercise prices below the initial public offering price of $12.00
per share, which will result in a total future compensation expense of
approximately $1.9 million to be recognized over the vesting periods of the
options. A majority of the aggregate expense amount will be recognized over a
two year period. Of this aggregate amount, approximately $128,000 was expensed
in the second quarter of 2000.

During the third quarter of 2000, we expect to report a non-recurring
expense charge in the amount of approximately $6.4 million, which will be
attributable to the immediate accretion of the remaining discount on our senior
subordinated notes and the write-off of previously capitalized loan costs. See
"Use of Proceeds."

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO SIX MONTHS ENDED JUNE 30, 2000

REVENUES. Our revenues increased 253%, or $41.0 million, from $16.2
million for the six months ended June 30, 1999 to $57.2 million for the six
months ended June 30, 2000. Of this increase, $22.6 million was attributable to
internal growth with the remaining $18.4 million attributable to our
acquisitions of TWR Telecom, Inc. and McKenzie Telecommunications Group, Inc.,
both of which were completed in November 1999, and Communication Consulting
Services, Inc., which was completed in June 2000.

COST OF REVENUES. Our cost of revenues increased 214% from $12.9 million,
or 79.4% of revenue, for the six months ended June 30, 1999 to $40.4 million, or
70.6% of revenue, for the six months ended June 30, 2000. This was due to an
increase in the number of contracts due to acquisitions, along with increased
staffing and other costs to support the growth in our existing business. Gross
margin increased from 20.6% for the six months ended June 30, 1999 to 29.4% for
the six months ended June 30, 2000 due to higher margin contracts and a shift in
the mix of services to higher margin services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 198% from $3.6 million for the six months
ended June 30, 1999 to $10.8 million for the six months ended June 30, 2000. The
increase was primarily attributable to increased staffing costs to

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support significant growth in our existing business along with increased costs
associated with our acquisitions. As a percentage of revenues, selling general
and administrative expenses decreased from 22.3% for the six months ended June
30, 1999 to 18.8% for the six months ended June 30, 2000 reflecting the lower
costs associated with businesses acquired in addition to savings on
consolidation of our existing business. During the second quarter of 2000,
approximately $128,000 of compensation expense was recorded relating to the
grant of options to certain of our employees at exercise prices below the
initial public offering price of $12.00 per share as discussed above in
"Overview."

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 130% from $864,000 for the six months ended June 30, 1999 to
$1,992,000 for the six months ended June 30, 2000. The significant increase
reflects the goodwill associated with the acquisitions of TWR Telecom, Inc.,
McKenzie Telecommunications Group, Inc., and Communication Consulting Services,
Inc., along with the increase in capitalized assets to support the growth of our
business.

INTEREST EXPENSE. Interest expense increased 132% from $1,051,000 for the
six months ended June 30, 1999 to $2,438,000 for the six months ended June 30,
2000. As a percentage of revenues, interest expense fell from approximately 6%
of revenues for the six months ended June 30, 1999 to approximately 4% of
revenues for the six months ended June 30, 2000. The increase in absolute
dollars is attributable to higher utilization of our bank line of credit for
acquisition purposes and working capital needs.

OTHER INCOME (EXPENSE). For the six months ended June 30, 1999, other
income was $33,000 as compared to other expense of $13.6 million for the six
months ended June 30, 2000. Other expense for the six months ended June 30, 2000
is due to a one-time increase in the fair value of the put warrants. Since the
put warrants have reached the maximum put value, there will be no additional
costs relating to the put warrants.

INCOME TAX (BENEFIT) EXPENSE. For the six months ended June 30, 1999,
there was no income tax expense due to net operating losses. Income tax expense
of $769,000 was recorded for the six months ended June 30, 2000. The increase in
the fair value of the put warrants is not deductible for income tax purposes,
thus the tax expense approximated 46% of pre-tax income, excluding this
permanent difference.

NET INCOME (LOSS). For the six months ended June 30, 2000, we had a net
loss of $12.8 million as compared to a net loss of $2.3 million for the six
months ended June 30, 1999. The net loss in 2000 was entirely attributable to
the $13.7 million non-cash extraordinary charge as described above in "Other
Income (Expense)." Excluding the one-time increase in the fair value of put
warrants, our net income would have been approximately $900,000.

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1999

REVENUES. Our revenues increased 99% from $24.5 million for the year ended
December 31, 1998 to $48.6 million for the year ended December 31, 1999. The
increase was primarily attributable to our acquisitions of Cellular Technology
International, Inc. in January 1999, and TWR Telecom, Inc. and McKenzie
Telecommunications Group, Inc., both of which were completed in November 1999.
The increase in revenues attributable to internal growth amounted to
approximately $7.1 million primarily in design and deployment services. The
remaining portion of the increase in revenues is attributable to our
acquisitions.

COST OF REVENUES. Our cost of revenues increased from $19.7 million, or
81% of revenues, for the year ended December 31, 1998 to $35.9 million, or 74%
of revenues, for the year ended December 31, 1999, primarily due to the increase
in the number of contracts associated with our acquisitions. Costs also
increased significantly due to increased staffing costs to support the
significant growth in existing businesses. Gross margin increased to 26.1% for
the year ended

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December 31, 1999 from 19.4% for the year ended December 31, 1998 due to higher
margin contracts from our acquisitions, along with a shift in the mix of
services to higher margin services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Our selling, general and
administrative expenses increased from $4.8 million, or 19.7% of revenues, for
the year ended December 31, 1998 to $9.5 million, or 19.6% of revenues, for the
year ended December 31, 1999. The increase in selling, general and
administrative expenses in absolute dollars was primarily attributable to our
acquisitions, as well as the growth in existing businesses.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased 52%
from $1.4 million for the year ended December 31, 1998 to $2.1 million for the
year ended December 31, 1999 due primarily to our acquisitions along with
increased capital expenditures to support growth in our existing business.

INTEREST EXPENSE. Interest expense increased 160% from $903,000 for the
year ended December 31, 1998 to $2.3 million for the year ended December 31,
1999. As a percentage of revenues, interest expense increased to approximately
4.8% for the year ended December 31, 1999 from approximately 3.7% for the year
ended December 31, 1998. The increases are due to higher utilization of our bank
line of credit for acquisition purposes and working capital needs.

OTHER INCOME (EXPENSE). For the year ended December 31, 1998, other income
was $15,000 as compared to $102,000 of other income for the year ended December
31, 1999.

EXTRAORDINARY ITEMS. For the year ended December 31, 1999, we reported an
extraordinary loss of $256,000, net of income tax benefit of $171,000. This
extraordinary loss resulted from the extinguishment of indebtedness in
connection with the refinancing of our credit facility.

In addition, for the year ended December 31, 1999, we recorded an expense
of $121,000 relating to the effect of changing our accounting method for
organization costs from deferral to expensing these costs as incurred.

INCOME TAXES. For the year ended December 31, 1998, we had an income tax
expense of $45,000, as compared to an income tax benefit of $1.2 million for the
year ended December 31, 1999. The benefit for 1999 was primarily attributable to
the decrease in the valuation allowance and recognition of deferred tax
benefits. At December 31, 1999, we had a net operating loss carryforward of $3.2
million, which gives rise to substantially all of our gross deferred tax asset.
Certain limitations exist on the usage of the net operating loss, but it is
estimated that $1.7 million is available for utilization in 2000.

NET LOSS. Our net loss decreased 87% from $2.4 million for the year ended
December 31, 1998 to $317,000 for the year ended December 31, 1999. This
decrease was due primarily to increased margin on services provided and income
tax benefits recorded, offset by increased cost of indebtedness.

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1998

REVENUES. Our revenues increased from $6.0 million for the year ended
December 31, 1997 to $24.5 million for the year ended December 31, 1998. The
increase was primarily attributable to our acquisition of Communications
Development Systems, Inc. in June 1998 along with ISDC, Inc. and Minerich in
November 1997 and the addition of new services provided.

COST OF REVENUES. Our cost of revenues increased from $5.1 million, or 85%
of revenues, for the year ended December 31, 1997 to $19.7 million, or 81% of
revenues for the year ended December 31, 1998. The increase was attributable
primarily to acquisitions. Gross margin was 15.4% for the year ended December
31, 1997 compared to 19.4% for the year ended December 31, 1998. The increase in
gross margin was primarily attributable to the higher margin contracts acquired
as part of the acquisitions mentioned above.

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Our selling, general and
administrative expenses increased from $2.1 million, or 34.9% of revenues, for
the year ended December 31, 1997 to $4.8 million, or 19.7% of revenues for the
year ended December 31, 1998. The increase in selling, general and
administrative expenses in absolute dollars was primarily attributable to costs
of growth while the decrease as a percentage of revenues was primarily
attributable to the acquisitions mentioned above.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
627% from $192,000 for the year ended December 31, 1997 to $1.4 million for the
year ended December 31, 1998 reflecting the significant acquisitions and growth
in existing business in 1998.

INTEREST EXPENSE. Interest expense increased 272% from $243,000 for the
year ended December 31, 1997 to $903,000 for the year ended December 31, 1998.
As a percentage of revenues, interest expense decreased to approximately 3.7%
for the year ended December 31, 1998 from approximately 4.1% for the year ended
December 31, 1997. The increase in absolute dollars is due to a higher
utilization of our bank line of credit for acquisition purposes and working
capital needs.

OTHER INCOME (EXPENSE). For the year ended December 31, 1997 other expense
was $98,000 as compared to other expense of $15,000 for the year ended December
31, 1998.

INCOME TAXES. Our income tax benefit was $145,000 for the year ended
December 31, 1997 compared to an expense of $45,000 during 1998. During 1998,
the Company recorded an increase in the deferred tax valuation allowance in the
amount of $942,000, as it was not considered more likely than not at that time
that deferred tax assets were realizable.

NET LOSS. Our net loss increased 77% from approximately $1.4 million for
the year ended December 31, 1997 to $2.4 million for the year ended December 31,
1998. Our net loss increased primarily as a result of our acquisitions in late
1997 and June 1998.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have primarily financed our operations through
commercial bank borrowings, the issuance of subordinated notes, and the sale of
preferred and common stock. Cash provided by and used in operations is primarily
derived from our contracts in process and changes in working capital. Cash used
in operations was approximately $69,000, $3.4 million, $6.2 million and $4.5
million for the years ended December 31, 1997, 1998 and 1999 and the six months
ended June 30, 2000, respectively.

As of June 30, 2000, we had available cash of approximately $2.0 million.

Cash used in investing activities was approximately $4.4 million, $3.9
million, $11.3 million and $3.1 million for the years ended December 31, 1997,
1998 and 1999 and the six months ended June 30, 2000, respectively. Investing
activities consist primarily of acquisitions, as well as capital expenditures to
support our growth.

Cash provided by financing activities for the six months ended June 30,
2000 was approximately $8.7 million. This consisted primarily of $6.1 million
borrowed under our revolving credit agreement and cash previously restricted in
escrow of $1.6 million. Cash provided by financing activities for the year ended
December 31, 1999 was $18.2 million. This primarily consisted of proceeds from
sales of subordinated notes and preferred stock totaling $23.2 million and $15.2
million borrowed under our new revolving credit agreement, offset by repayment
of our previous bank loan and costs associated with refinancing of $12.6
million, repayments of various notes totaling $6.0 million and cash restricted
in escrow of $1.6 million. Net borrowings totaled $12.9 million for the year
ended December 31, 1999. Cash provided by financing activities was $6.7 million
for the year ended December 31, 1998 and $5.1 million for the year ended
December 31, 1997.

In November 1999, we entered into a $25 million syndicated credit agreement
with Wachovia Bank, N.A. as agent. This agreement provides for a term loan of
$10.5 million, a revolving credit
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facility of up to $11.5 million, and an additional $3.0 million loan to be used
if needed for acquisitions. The credit facility is due November 1, 2004, and
bears interest based on LIBOR plus a margin of 3%. As of June 30, 2000, the
interest rates ranged from 10.1% to 11.5% with a weighted average of 10.351%.
The line of credit is secured by substantially all of our business assets, is
guaranteed by our subsidiaries and is senior to approximately $25 million of
subordinated indebtedness. Under the terms of the credit agreement, we are
required to provide the lenders with periodic budgets, financial statements and
public reports and filings, and we must meet specified thresholds with respect
to profitability and debt to net worth ratios. Additionally, the negative
covenants in the credit agreement limit our ability to sell our assets outside
the ordinary course of business, merge with or acquire other businesses or make
capital expenditures over a specified amount in any fiscal year. The covenants
also prohibit us from issuing dividends, creating liens or incurring additional
indebtedness. As of June 30, 2000, $23.4 million was outstanding under the
credit facility. Effective June 30, 2000, the credit agreement with Wachovia was
amended to increase the credit facility to a maximum of $35.0 million.

In November 1999, we closed a senior subordinated note purchase agreement
with American Capital Strategies, Ltd. for up to $17.5 million in financing. At
closing, we issued the Tranche A Notes in the principal amount of $13.0 million.
Tranche B financing for the balance of $4.5 million is available for us to use
in connection with possible future acquisitions. The proceeds were used to repay
certain outstanding indebtedness and for working capital. The Tranche A Notes
bear interest at a rate of 12.75% per annum and mature October 31, 2005. We are
subject to the same covenants as described above with respect to our senior
credit facility, and the Tranche A Notes are secured by all our assets but are
subordinate to our senior lenders.

Also in November 1999, we issued 75,000 shares of Series D Preferred Stock
to Stratford Capital Partners, L.P. and Stratford Equity Partners, L.P. for
consideration of $7.5 million. The proceeds were used to repay certain
outstanding indebtedness and for working capital. The Series D Preferred Stock
carries a dividend at a rate of 8% per annum, payable quarterly, provided that
the dividends are paid in cash. The Series D Preferred Stock carries a dividend
at a rate of 11% per annum if we choose to pay the dividends in-kind. Under the
terms of the Series D Preferred Stock, we are subject to similar covenants as
described above.

In connection with the issuance of the Tranche A Notes and Series D
Preferred Stock, we issued warrants to the holders to purchase up to 2,736,821
and 3,953,150 shares, respectively, of our common stock at an exercise price of
$0.0038 each. The warrants were valued at issuance using the Black-Scholes
option pricing model based on an estimated fair value of $1.74 per share, and
have been recorded as a discount from the face value of the Tranche A Notes and
Series D Preferred Stock.

The warrants issued in connection with the issuance of the Tranche A Notes
and Series D Preferred Stock have a put feature that enables the holders
thereof, upon the occurrence of certain events, to sell the warrants and any
common stock issued upon exercise back to us at fair value, up to a maximum
aggregate put price of approximately $22.7 million. As long as these warrants
contain the put feature, we will have to record a liability at each balance
sheet date equal to the fair market value of the warrants, but not exceeding the
maximum put price. In addition, as long as the warrants contain the put feature,
we will incur a non-cash charge in our statement of operations equal to the
excess of the fair market value of the warrants at the current balance sheet
date over the fair market value at the previous balance sheet date, but not
exceeding the maximum put price.

At June 30, 2000 the fair value of the warrants was $22.7 million, the
maximum aggregate put price. Accordingly, our consolidated financial statements
reflect the maximum liability should the holders of the warrants elect to sell
the warrants and any common stock issued upon exercise back to us at fair value.
The put feature expires upon completion of this offering, therefore we do not
expect that we will be required by the holders to purchase the warrants or
related common stock from the holders.

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We believe that our cash and cash equivalent balances, funds available
under our existing line of credit, and net proceeds from this offering will be
sufficient to satisfy our cash requirements for at least the next 12 months. The
estimates for the periods for which we expect the net proceeds from this
offering and our available cash balances and credit facilities to be sufficient
to meet our capital requirements are forward-looking statements that involve
risks and uncertainties as set forth under the caption "Risk Factors" in this
prospectus. Our capital requirements will depend on numerous factors, including
commercial acceptance of new service offerings, possible acquisitions of
complementary businesses or technologies, the resources we dedicate to new
technologies and new markets and demand for our suite of services.

We may need to raise additional capital if we expand more rapidly than
initially planned, to develop new technologies and/or services, to respond to
competitive pressures or to acquire complementary businesses or technologies. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of our shareholders will be reduced, our
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of our shareholders. There can
be no assurance that additional financing will be available or on terms
favorable to us. If adequate funds are not available or are not available on
acceptable terms, our ability to fund our expansion, take advantage of
unanticipated opportunities, expand our suite of services or otherwise respond
to competitive pressures could be significantly limited. Our business may be
harmed by such limitations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from changes in interest rates that may
impact our financial position. Historically, and as of December 31, 1999, we
have not used derivative instruments or engaged in hedging activities. In
January 2000, we entered into an interest rate swap agreement with our senior
lender in accordance with our loan agreement. For more information about the
swap agreement, see note 17 to our consolidated financial statements.

Our revolving credit facility bears interest at LIBOR plus a margin of 3%.
Accordingly, changes in LIBOR, which is affected by changes in interest rates in
general, will affect the interest rate on our revolving credit facility.

We temporarily invest our excess cash in money market funds. Changes in
interest rates would not significantly affect the fair value of these cash
investments.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities. This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. In June 1999, the FASB issued SFAS No.
137, which postpones the mandatory adoption date of SFAS No. 133 by us until
January 1, 2001.

SFAS No. 133 requires that all derivatives be recognized on the balance
sheet at their fair value. On the date the derivative contract is entered into,
SFAS No. 133 requires that we designate the derivative as (i) a fair value
hedge, (ii) a cash flow hedge, (iii) a foreign currency hedge, (iv) a net
investment in a foreign operation, or (v) a trading instrument. We have entered
into an interest rate swap agreement which we have classified as a cash flow
hedge. We do not have any other derivative instruments and do not expect that
the adoption of SFAS No. 133 on January 1, 2001 will have a significant effect
on our consolidated financial position or results of operations.

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In March 2000, the FASB issued Interpretation No. 44, Accounting for
Certain Transactions involving Stock Compensation (FIN No. 44). FIN No. 44
clarifies the application of APB Opinion No. 25, Accounting for Stock Issued to
Employees, to certain areas of stock based compensation. Among other issues, FIN
No. 44 clarifies the accounting consequences of a modification to the terms of a
fixed stock option award. FIN No. 44 is effective July 1, 2000 but covers
specific events, such as option repricing, which occurred after either December
15, 1998 or January 12, 2000.

During 1999, we repriced certain employee incentive stock options. The
options still outstanding as of July 1, 2000 are subject to variable accounting
treatment, with any excess of the market value of the shares underlying the
options over the exercise price of the options reflected as compensation expense
in the statement of operations. We expect that most or all of these repriced
options will be exercised upon consummation of this offering. We do not expect
that the application of FIN No. 44 will have a material impact on our financial
results.

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BUSINESS

OVERVIEW

We provide a full range of network services to all sectors of the global
wireless telecommunications industry that enable our customers to rapidly deploy
their wireless networks and to address new, emerging technologies. We strive to
remain current in all major wireless and wireline telecommunications
technologies. Because we are technology and vendor independent, we can provide
unbiased evaluations and recommendations for our customers. We utilize
proprietary processes and technologies, including a Web-based project management
tool, Virtual Project Manager, and our proprietary project tracking software,
E-Site, which enable us to capitalize on prior project experience and deliver
high-quality network services. We have expertise in both wireless and wireline
segments of the telecommunications industry, which enables us to address our
customers' current and emerging network requirements and to strengthen our
customer relationships. Our integrated service offering also allows us to manage
our customers' needs throughout their business development. Our depth of highly
skilled personnel is a primary factor which enables us to deliver optimal
network services to our customers.

We believe that rapidly developing new technologies and competitive
pressures are driving telecommunications providers to outsource all phases of
their wireless and wireline telecommunications network implementation. Our
full-service offering is designed to meet our customers' increasing needs to
outsource telecommunications infrastructure expansion and management. We provide
our services on a cost-effective, time-certain basis which is intended to enable
our customers to more accurately budget their network deployment and management.
Our customers can therefore concentrate on their core competencies and rely on
us for planning, deploying and maintaining their telecommunications networks.

In 1999, we completed projects for more than 125 customers and were
involved in the development of over 11,000 communications facilities. To date,
we have been involved in the design and implementation of over 47,000
communications facilities. Our largest customers in 1999 included: wireless
carriers, such as Verizon Communications, Carolina PCS, Nextel and Sprint;
equipment vendors, such as Ericsson, Motorola and Nortel Networks; tower
companies, such as Crown Castle and SpectraSite; and broadband carriers, such as
Adelphia Business Solutions and Knology. In addition to performing work in the
United States, we have performed work in countries including Brazil, China,
Germany, Honduras, Israel, Japan, Jordan, Korea, Mexico, Nicaragua, Puerto Rico
and Russia. As of December 31, 1999, we had completed projects in all 50 U.S.
states and 26 countries.

INDUSTRY BACKGROUND

GROWTH OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY. According to Forrester
Research, wireless communications has been the fastest growing segment of the
telecommunications sector over the past seven years. We believe that this growth
is driven in part by:

- global deregulation and privatization of the telecommunications industry;

- dramatic advances in wireless and wireline technologies;

- increased availability and usage of wireless technologies;

- increased demand for broadband wireless applications, including wireless
Internet and mobile commerce, or m-commerce;

- structural changes in the industry driving service providers to offer
comprehensive telecommunications services; and

- a trend towards replacing fixed line telecommunications services with
wireless services.

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According to Forrester Research, the U.S. wireless subscriber base will
grow to over 110 million by 2003 from 77 million in 1999, generating industry
revenues in excess of $46.1 billion. The number of subscribers is expected to
further increase to 143 million by 2005. International Data Corporation further
estimates that the international wireless subscriber base will grow to over 1.1
billion by 2003 from 303 million in 1998. A new wave of telecommunications
service providers are beginning to offer high speed fiber optic networks
packaged with broadband wireless technologies to deliver enhanced
telecommunications services and features to new customers and markets. According
to Forrester Research, total spending for wireless data services in the U.S.
alone is expected to generate $4.2 billion in revenue by 2003 and $8.4 billion
by 2005.

EMERGING TELECOMMUNICATIONS SECTOR. In response to structural changes in
the telecommunications industry and opportunities provided by deregulation, new
carriers are developing next-generation networks, which include wireless and
wireline access for voice and data communications. In addition, new equipment
manufacturers have emerged to fill specific needs resulting from the development
of new technologies and advances in existing technologies.

Incumbent carriers are broadening their service offerings and updating
their current networks with new equipment. In the process, they are entering
markets for which they have yet to develop needed technical personnel. The
convergence of wireless and wireline services is also adding complexity to the
telecommunications environment as carriers deploy networks spanning traditional
wireless/wireline boundaries.

INDUSTRY CHALLENGES. In this increasingly competitive climate,
telecommunications companies are concentrating on satisfying customer demand for
enhanced services, seamless and universal coverage, better quality, faster data
transmission and lower prices. The proliferation of wireless carriers and new
technologies has created an environment where speed to market is a critical
element of a carrier's success. Carriers are also encountering increasing
challenges in maintaining complex networks and technologies. For example, the
introduction of wireless Internet technologies and the growth in broadband
wireless services requiring the transmission of large amounts of data has
created new technological hurdles for carriers establishing or upgrading their
networks.

As a result of increased competition and demand, carriers and equipment
vendors are focusing on their core competencies and outsourcing network services
wherever possible. We believe that new wireless telecommunications entrants are
choosing to outsource their network planning, designing, deployment and
maintenance in order to leverage a specialized, flexible work force and reduced
fixed expenses. Incumbent carriers are also turning to outsourcing to avoid the
significant delays inherent in building an employee base skilled in emerging
technologies. We believe that wireless carriers and equipment vendors seek
independent network service providers who offer a single point of
accountability, expertise across various technologies and disciplines, a
comprehensive, packaged solution, and the depth of highly skilled, experienced
employees capable of handling large-scale domestic and international projects.

OUR SOLUTION

We provide a wide range of comprehensive, integrated services to the global
wireless telecommunications industry that enable our customers to rapidly plan,
design, deploy and maintain their wireless telecommunications networks. Our
customers include wireless and wireline service providers, equipment
manufacturers and tower companies. We have expertise in the major wireless and
wireline telecommunications technologies and provide objective solutions to our
customers by remaining technology and vendor independent. Our project management
experience, along with our proprietary project management tools, allows us to
capitalize on our prior experience and to assist our customers in deploying
their networks more rapidly.

COMPREHENSIVE INTEGRATED SOLUTIONS. We provide a comprehensive service
offering, from pre-deployment planning through network installation, maintenance
and optimization. Our customers value our ability to span the full range of
services across wireless and wireline technologies,
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allowing them a true end-to-end solution for their network needs. Our integrated
service offering enables our customers to rely upon a single responsible party
who is charged with delivering and managing their entire telecommunications
network. We provide network management services during each phase of the
engagement, enabling us to efficiently schedule processes and resources in order
to reduce the time and cost of network deployment and management.

VERTICAL TELECOMMUNICATIONS EXPERTISE. Our capabilities in both wireless
and wireline technologies represent a distinct benefit to our customers. Since a
substantial portion of a "wireless" transmission signal is carried over a
wireline network, our ability to work with both technologies provides an
inherent benefit to our customers. Our customers can rely on a single service
provider to deploy their telecommunications network and ensure a proper
integration between wireless and wireline components. Additionally, our
technology expertise and single source of accountability allow us to streamline
our customers' ability to deploy their networks while at the same time reducing
the costs associated with such deployment.

TECHNOLOGY AND VENDOR INDEPENDENCE. We have experience in the major
wireless and wireline technologies. Our diverse customer base and past project
experience allow us to evaluate and work with a wide range of technologies.
Additionally, through our participation in the principal wireless industry
associations, we are able to contribute to the adoption of industry-wide
standards and remain current on emerging technologies and trends. We preserve
our ability to provide unbiased evaluations and recommendations by remaining
technology and vendor independent. We provide services to many of the largest
telecommunications carriers, and are qualified and approved by nearly every
major telecommunications equipment vendor.

PROPRIETARY TOOLS AND METHODOLOGIES. We have developed proprietary
processes and technologies to coordinate the integration of our services on a
national scale. E-Site, our proprietary database program management software
tool, allows us to combine and analyze data relating to a project in order to
coordinate the many complex steps involved in a network deployment. We license a
Web-based civil and site engineering software tool known as Virtual Project
Manager. This Web-based tool enables our customers to access comprehensive
project information on a real-time basis. Our project managers facilitate
feedback of information among the various specialized activities so that our
project teams work quickly and effectively. E-Site and Virtual Project Manager
permit us to optimize resource deployment and deliver our services on time and
within budget.

DEPTH OF SKILLED PERSONNEL. Our principal asset is our staff of 641
people, which combines expertise in both wireless and wireline technologies. We
keep our personnel current on evolving technologies through our programs of
continuous technical education and equipment manufacturer certification.
Additionally, our employees gain excellent technical skills by working on a
range of projects with our diverse customer base. Over 80% of our employees work
directly on customer projects. Our staff includes more than 160 engineers and
technicians.

OUR GROWTH STRATEGY

Our goal is to be the leading independent provider of integrated
full-service network services to the global wireless telecommunications
industry. Our growth strategy includes the following elements.

DEVELOP NEW CUSTOMERS AND CROSS-MARKET TO EXISTING CUSTOMERS. We utilize
our significant experience in the wireless and wireline industries as well as
our growing geographic reach to pursue new customer opportunities and to
cross-sell our comprehensive services to existing customers. We often utilize
our strategic business consulting services to establish relationships with
customers at the outset of a project. Based on this relationship, we pursue
opportunities for network design and deployment. After a network is deployed, we
offer ongoing operations, maintenance and optimization services. Our experience
with emerging technologies also offers cross-selling opportunities for network
upgrades and deployment of our customers' next-generation

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<PAGE> 34

networks. We also seek to use each engagement in a limited geographic area to
promote similar services for a customer's other regional or national operations.

REMAIN CURRENT IN EMERGING TELECOMMUNICATIONS TECHNOLOGIES. We endeavor to
remain current in all major emerging wireless and wireline technologies in order
to identify future business opportunities. We achieve this goal through our
continuing technical education and equipment manufacturer certification
programs. Additionally, we actively market our technology expertise to wireless
and wireline companies deploying leading edge technologies so that we may keep
abreast of new technologies.

ATTRACT, RETAIN AND DEVELOP HIGH-QUALITY EMPLOYEES. We intend to continue
to attract and retain qualified employees by offering interesting and
challenging projects and opportunities to work with emerging technologies.
Additionally, our continuing education programs allow our personnel to remain
current on next-generation technologies. Our personnel also continually update
their equipment manufacturer certifications. We believe our commitment to
employee skill development fosters company loyalty and increases employee
retention. We will continue to motivate our employees through a broad employee
stock ownership program.

LEVERAGE PRIOR EXPERIENCE. By capturing data from prior engagements in our
software tools E-Site and Virtual Project Manager, we leverage our prior
experience and identify best practices. Further, we believe our prior experience
enables us to more accurately assess our staffing needs at the beginning of a
project and more efficiently utilize our resources. We believe that the
experience of our technical personnel and our proprietary tools and processes
provide our customers with significant benefits, including critical
time-to-market advantages.

PURSUE TARGETED ACQUISITIONS. We intend to expand the scope of our
services, capacity and geographic presence by selectively acquiring businesses
that will supplement our technical expertise, allow us to acquire additional
human resources or strategic customer relationships or expand our presence in
key geographic markets. From 1997 through June 2000, we acquired several
businesses to extend our geographic reach, broaden our service offerings and
technical expertise, increase capacity and add professional resources.

OUR SERVICES

We provide a comprehensive offering of services to the global wireless
telecommunications industry. Our services include network planning, design,
deployment and maintenance. We customize our services to individual needs by
offering both bundled and unbundled service packages. Our program management
services integrate the planning, design, deployment and maintenance of wireless
telecommunications networks. We begin by helping our customers identify the
optimal technology solution for their particular needs, and we manage the
subsequent bidding process from multiple equipment vendors. We manage network
deployment to ensure seamless integration of component parts. In addition to
providing a single point of project accountability, our program management
services provide integration synergies that allow our customers to deploy their
networks more rapidly while minimizing network deployment costs.

PLANNING SERVICES. We provide pre-deployment planning services for all
steps involved in developing or refining a network or deployment strategy. Our
business consultants utilize their expertise and experience to analyze the
financial, engineering, competitive market and technology issues applicable to a
proposed network project. We work together with our customer's management team
to evaluate various strategic alternatives for network implementation. With a
new network deployment, we conduct a thorough demographic analysis and
preliminary network design. We combine this analysis with informed cost
estimates to create a comprehensive network solution. We also offer specialized
consulting services, including auction services for wireless licenses, valuation
services for acquired licenses, and business planning services.

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<PAGE> 35

DESIGN SERVICES. We provide a full range of services for the design of
wireless telecommunications networks, which includes related wireline aspects of
the network. We have professional engineering licenses in all of the 48
contiguous U.S. states. We believe our customers value our ability to provide a
comprehensive package of vertically integrated services not traditionally
available from a single source service provider. Our design services include:

Radio Frequency Engineering and Network Design. Our technical experts
study and analyze the traffic patterns, population density, topography and
propagation environment in each market under consideration. Our radio
frequency (RF) engineers design each integrated telecommunications system
to meet the customer's requirements. Our wireless RF design services
include detailed assessments of individual geographic markets, estimates of
the cost of wireless coverage involved, and collection of comprehensive
radio propagation data and modeling. We perform the calculations,
measurements and tests necessary to determine the optimal placement of
network equipment. This includes designing the network to make optimal use
of radio frequencies, resulting in the highest possible signal quality for
the greatest portion of subscriber usage within existing constraints. The
constraints may be imposed by cost parameters, terrain, license
limitations, interference with other operators, site availability,
applicable zoning requirements or other factors.

Fixed Network Engineering. Most wireless calls are ultimately routed
through a wireline network. As a result, the traffic from wireless networks
must be connected with switching centers within wireline networks. For
microwave, fiber optic and other transport technologies, we determine the
optimal and most economical locations and methods for connection with other
networks or with central switching stations on the wireline backbone. Our
engineers are involved in specifying, provisioning and implementing fixed
network facilities. Additionally, the convergence of voice and data
networks, specifically through broadband technologies, such as LMDS, MMDS
and Fast Ethernet, has created a new demand for specialized fixed network
engineering skills. These skills include design, capacity and traffic
analysis for packet-switched and IP router-based network elements. Our
engineering teams are trained in specialized data networking and Internet
protocol engineering issues.

Facilities Design and Engineering. We engineer and design the
infrastructure of telecommunications facilities, including base station
electronics, antennas and ancillary power equipment.

DEPLOYMENT SERVICES. We provide our customers with comprehensive site
development and site audit services, including site feasibility and zoning
studies, lease negotiations, civil and structural engineering and third party
vendor management. We install all major types of wireless and wireline
telecommunications equipment, including base station electronics, antennas and
ancillary equipment. We also assist our customers in moving incumbent users of
their licensed spectrum to new frequencies by providing point-to-point and
point-to-multipoint line-of-sight microwave engineering and support services.

Site Development and Audit. We provide our customers with the
resources to locate and develop the sites needed for the rollout of
wireless systems. These activities include evaluating the zoning
feasibility of wireless base stations, negotiating leases, performing the
civil and structural engineering required to prepare the rooftop or tower
site, and, when necessary, managing subcontractors and obtaining the proper
electrical and telecommunications connections. We maintain general
contractor licenses in all states where they are required, and all of our
site acquisition employees have real estate licenses. Our proprietary
software tool E-Site allows us and our customers to retrieve and analyze
real-time data concerning their project deployment or maintenance. We also
provide tower analysis services, including site audits, in which our
technical experts gather, record and evaluate comprehensive data concerning
a particular telecommunications site.

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<PAGE> 36

Equipment Installation and Optimization. We install all major types
of wireless and wireline telecommunications equipment, including base
station electronics, antennas and ancillary equipment. We also install and
optimize DC and other power systems for telecommunications facilities. We
perform specialized wireless and microwave tower erection and installation
services and provide installation and optimization services for all major
PCS, cellular and broadband wireless air interface standards, wireline and
fiber optic cable equipment manufacturers. Further, we have created
customized interior site audit and status reports that enable a customer to
determine the exact configuration of equipment at a particular existing
facility for which adequate records are not available.

Spectrum Clearing. In order for our customers to use the radio
frequency spectrum they have licensed, it is often necessary for them to
analyze the licensed spectrum for microwave interference and move incumbent
users of this portion of the spectrum to new frequencies. We assist our
customers in accomplishing this spectrum clearing function by providing
complete point-to-point and point-to-multipoint line-of-sight microwave
engineering and support services. Our engineering and support services
include identifying existing microwave paths, negotiating relocation with
incumbent users, managing and tracking relocation progress and documenting
the final decommissioning of incumbent users. We also assist our customers
with FAA and FCC filings, review and analysis.

Manufacture and Marketing of Specialized Hazard Lighting. We design,
manufacture, market and install FAA-approved aviation obstruction lighting
systems primarily for wireless towers. In addition to a line of
standardized lighting products, we design, manufacture and install custom
obstruction lighting systems.

MAINTENANCE SERVICES. Network maintenance services are comprised of
post-deployment radio frequency optimization services, network operations and
lighting systems maintenance services, and network monitoring.

Post-Deployment Radio Frequency Optimization. Upon initial
deployment, a network is adjusted to provide optimal wireless service based
upon a set of parameters existing at that time, such as cell density,
spectrum usage, base station site locations and estimated calling volumes
and traffic patterns. In time, some of these parameters may change,
requiring, for example, the relocation of base stations, addition of new
equipment or the implementation of system enhancements. We offer ongoing
radio frequency optimization services to periodically test network
elements, tune the network for optimal performance and identify elements
that need to be upgraded or replaced. We also offer benchmark testing and
quality engineering services. We believe we are one of only three U.S.
companies to perform RF compliance testing relating to employee safety in
the vicinity of radiowave emitting devices. Federal regulatory authorities
such as OSHA and the FCC are phasing in more restrictive regulations in
order to insure employee safety and have established a September 2000
compliance deadline. We believe that the demand for outsourced services in
this area will grow significantly.

Network Operations and Maintenance. We can assume responsibility for
day-to-day operation and maintenance of our customers' telecommunications
networks. We are also able to handle all aspects of physical plant
maintenance, including infrastructure, supporting power systems and
ancillary equipment. Our engineers and other professional and support staff
work with our customers to allocate site maintenance and other
responsibilities between our service team and the customer's personnel. We
provide staffing to perform the necessary services for ongoing
optimization, operations, maintenance and repair of critical network
elements, including base station equipment, mobile switching centers and
network operating centers to the extent required by our customers. We also
provide training services for the internal network staff of our customers.

Remote Monitoring. We have designed and developed a proprietary fully
integrated remote monitoring system for our obstruction lighting system.
This remote, reverse diagnostics
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<PAGE> 37

system has additional inputs for external applications such as card access,
building temperature, gate access, pressure reading and power fluctuations
as well as real-time reporting on obstruction lighting functions at a
particular site. Our experience in remote monitoring includes establishing
a Network Operations Center in Houston, Texas.

SALES AND MARKETING

We market and sell our services through our corporate headquarters and
regional sales offices. Our business development director at corporate
headquarters seeks to develop national customer accounts. We supplement his
efforts with members of our executive management team. Our regional sales
personnel, consisting of seven people, focus on repeat business generated at the
local level, while striving to cross-sell services to existing customers. Our
sales efforts tend to be relationship driven and therefore more lasting in
nature.

CUSTOMERS

We provide our services to a large cross-section of the telecommunications
industry, with strong emphasis on the wireless sector. In 1999, we completed
projects for more than 125 customers in 26 countries. For the year ended
December 31, 1999, we received approximately 15% of our revenues from Nortel
Networks, 11% of our revenues from Sprint, and 10% of our revenues from Carolina
PCS. The list below sets forth our top four customers in each of the identified
categories:

<TABLE>
<CAPTION>
WIRELESS CARRIERS BROADBAND CARRIERS EQUIPMENT VENDORS TOWER COMPANIES
------------------------ --------------------------- ----------------- ---------------
<S> <C> <C> <C>
Verizon Communications Adelphia Business Solutions Alcatel Clearshot
Carolina PCS Clearsource Ericsson Crown Castle
Nextel Knology Motorola SBA
Sprint Teligent Nortel Networks SpectraSite
</TABLE>

Set forth below is a list of the types of services we have performed for
some of the customers identified above.

<TABLE>
<CAPTION>
NETWORK
OPERATIONS
AND
CUSTOMER PLANNING DESIGN DEPLOYMENT MAINTENANCE
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Adelphia Business Solutions (check mark) (check mark) (check mark)
Verizon Communications (check mark) (check mark) (check mark)
Carolina PCS (check mark) (check mark) (check mark)
Crown Castle (check mark) (check mark) (check mark)
Motorola (check mark) (check mark)
Nextel (check mark) (check mark) (check mark)
Nortel Networks (check mark) (check mark) (check mark)
Sprint (check mark) (check mark) (check mark)
</TABLE>

METHODOLOGY AND TECHNOLOGY

PROJECT MANAGEMENT PROCESS. Our project managers use our specialized
methodologies and software tools to coordinate the many activities involved in
planning, designing, deploying and maintaining wireless telecommunications
networks. Through the combined efforts of our project managers and technical
experts, we are able to integrate and closely monitor the various stages of a
network deployment. We have dedicated resources that maintain and improve our
project management processes to better serve our customers, and improve the
quality and efficiency of our network deployments.

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<PAGE> 38

PROJECT MANAGEMENT TOOLS

E-Site. Our Web-enabled proprietary project management software tool,
E-Site, enables us to monitor all phases of a network deployment. E-Site
includes detailed functions to assist in property management, project
management, maintenance and project-critical reports. Property management
information can include tenants by site, a tenants listing, tenant
lease/options, property summaries, summary of site visits and site
inquiries. Master project timelines provide detailed, step-by-step action
items and status reports. The maintenance menu provides information on
lease status, lease types, power and telephone utilities, property
managers, site ownership, site types, tenants, vendors and site visits,
among other functions. In addition, E-Site is highly flexible with respect
to data import and export, accepting connections to almost all database
programs used by our customers.

Virtual Project Manager. We license a third-party Web-based
application software known as Virtual Project Manager. This tool aggregates
project information and permits viewing of real time project data and
posting of detailed project notes. In addition, Virtual Project Manager
provides an audit tool for our customers during network planning, design,
deployment and maintenance.

HUMAN RESOURCES

As of June 30, 2000, we had 641 employees. We believe that our future
success will depend on our continued ability to attract, retain, integrate and
motivate qualified personnel, and upon the continued service of our senior
management and key technical personnel.

We employ Human Resources Managers in four of our regional offices and
engage several outside recruiters on a continuous basis. Our primary hiring
sources include employee referrals, print advertising, Internet job postings and
direct recruiting.

We attract and retain employees by offering technical training
opportunities, a stock option award program, bonus opportunities, and
competitive salaries and benefits. Our Director of Technical Training arranges
for ongoing educational programs to enhance the technical abilities of our
employees through both classroom and field training. Additionally, our employees
upgrade their equipment manufacturer certifications regularly.

Each new employee participates in an orientation program focusing on our
culture, organization and values. We are dedicated to maintaining an innovative,
entrepreneurial atmosphere where our employees work as a team to regularly
exceed the expectations of our customers.

COMPETITION

Our market is highly competitive and is served by numerous service
providers. The breadth of our product and service offerings nevertheless makes
individual comparisons difficult. Within each service category, we compete with
multiple providers. With respect to planning and network design services, we
compete with Comsearch (a subsidiary of Allen Telecom Inc.), LCC International
and Wireless Facilities. With respect to engineering, project management and
deployment services, we compete with Whalen & Company, Inc. (a subsidiary of
Tetra Tech, Inc.), Fluor-Daniel and Black & Veatch. Many of our competitors have
significantly greater financial, technical and marketing resources, generate
greater revenues and have greater name recognition than we.

We believe the principal competitive factors in our market include the
ability to complete projects within budget and on time, a reputation for
quality, accountability, project management expertise, industry experience and
competitive pricing. Expertise in emerging technologies has also become
increasingly important. We believe that our ability to integrate wireless and
wireline technologies, as well as our vendor and technology independence, gives
us a competitive advantage. We believe our ability to compete also depends on
additional factors which are outside of our
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<PAGE> 39

control, including our customers' internal network deployment capabilities, our
customers' internal budgeting processes, fluctuations in demand for our services
and the costs of integrating the various technologies.

FACILITIES

Our principal executive offices are located in approximately 11,000 square
feet of office space in Atlanta, Georgia. The lease for such space expires in
May 2003. We also lease office and, in some instances, warehouse space in
Arizona, California, Illinois, Maryland, New Jersey, North Carolina and Texas.
We own office space in Kentucky.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. We are not currently
party to any legal proceeding which we expect, in the event of an adverse
outcome, would have a material effect on our business.

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<PAGE> 40

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Set forth below is information about our executive officers and directors:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Stephen F. Johnston, Sr.(1)............... 48 Chairman of the Board, Chief Executive
Officer and Director
Michael W. Riley.......................... 52 President, Chief Operating Officer and
Director
William J. Loughman....................... 45 Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
John G. Farmer, Jr........................ 52 Director
Robert J. Lambrix(2)...................... 60 Director
Andrew D. Roscoe(1)(2).................... 42 Director
Lisa Roumell(1)........................... 41 Director
Darin R. Winn(2).......................... 35 Director
</TABLE>

------------------------------

(1) Member of Compensation Committee.

(2) Member of Audit Committee.

Stephen F. Johnston, Sr. has served as our Chairman and Chief Executive
Officer since he co-founded our company in 1991 under the name American
Communications Construction, Inc., which provided services to four rural
cellular telephone systems in Kentucky and West Virginia. In 1997, Mr. Johnston
formed Clear Communications Group, Inc. through the combination of ACCI and two
other wireless service providers. Prior to working in the telecommunications
industry, Mr. Johnston co-founded with his father an elevator construction and
maintenance company in 1980, which was subsequently sold to Dover Elevator
Company. Mr. Johnston has over 13 years of experience in the telecommunications
industry.

Michael W. Riley joined o2wireless Solutions in November 1997 as our
President and Chief Operating Officer and has served as a director since that
time. Prior to joining our company, Mr. Riley worked for AT&T Wireless as the
Vice President and General Manager from April 1996 through November 1997. In
that role, Mr. Riley was responsible for building out the network
infrastructure, developing the management organizations, formulating sales and
distribution strategies, and producing operating budgets for seven large PCS
markets. From 1992 through April 1996, Mr. Riley worked for Motorola as Vice
President and Director of Worldwide Operations and later as the President of
Iridium North America, a joint venture between Sprint, Motorola and Bell of
Canada. From 1987 through 1992, Mr. Riley served in several management positions
with Metro Mobile, a wireless cellular operator, including Director of
Marketing, General Manager and Vice President of Operations. Mr. Riley has over
25 years of experience in the telecommunications industry.

William J. Loughman has served as our Executive Vice President, Chief
Financial Officer, Secretary and Treasurer since December 1999. Prior to that
time, Mr. Loughman served as our Vice President of Finance, Secretary and
Treasurer since April 1998. From November 1996 to April 1998, Mr. Loughman was
the Director of Business Development for AT&T Wireless. From 1993 to 1996, Mr.
Loughman was the Director of Operations for Motorola -- Network Management
Group, a subsidiary of Motorola Inc. While employed with Motorola, Mr. Loughman
served as a director of several telecommunications companies, including Omnitel
Ltd. in Lithuania, Jordan Mobile Telephone Company in Jordan, St. Petersburg
Telecom in Russia, and Pakistan Mobile

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<PAGE> 41

Communications Ltd. in Pakistan. Mr. Loughman has over 15 years of experience in
the telecommunications industry.

John G. Farmer, Jr. has been a director of o2wireless Solutions since
December 1999. Since 1994, Mr. Farmer has served as the managing partner of
Stratford Capital Partners, L.P. and Stratford Equity Partners, L.P., both of
which are small business investment companies affiliated with the Hicks, Muse,
Tate & Furst organization and collectively will own greater than 5% of our
common stock upon the exercise of their warrants. Prior to joining Stratford,
Mr. Farmer served as Senior Vice President and Regional Manager for GE Capital's
Corporate Finance Group, focusing primarily on private and public middle market
companies, equity funds and leveraged buyout sponsors. Prior to working with GE
Capital, Mr. Farmer served in various senior management positions with MBank in
Dallas, Texas.

Robert J. Lambrix served as a director of o2wireless Solutions from
November 1997 through December 1999, and rejoined the Board in May 2000. In
April 2000, Mr. Lambrix became the Chief Executive Officer for U.S. Medical,
Inc., a medical equipment distribution firm in Denver, Colorado. Mr. Lambrix
also serves as a director of Aethlon Medical, Inc., a publicly traded medical
research firm. From 1996 to April 2000, Mr. Lambrix was an independent
consultant to various small companies. From April 1996 to September 1996, Mr.
Lambrix served as the Chief Financial Officer for Senior Campus Living, Inc. a
retirement community. From 1983 to 1993 Mr. Lambrix served in various positions
with Baxter International, Inc., most recently as the Chief Financial Officer
from 1984 to 1993.

Andrew D. Roscoe has been a director of o2wireless Solutions since November
1997. Mr. Roscoe is the founder and principal of Force Nine, LLC, a
telecommunications investment firm which he founded in September 1999. Since
February 2000, Mr. Roscoe has served as the Chief Executive Officer and a
director of GroupServe, Inc., a wireless Internet applications firm. From 1992
to 1999, Mr. Roscoe served in a variety of positions, including President and
Chief Executive Officer, with The Strategis Group, a telecommunications research
firm, and its predecessors. From 1994 to 1997, Mr. Roscoe served as the Chairman
of Integrated Site Development Company, LLC, which was sold to o2wireless
Solutions in 1997. Mr. Roscoe is also the founder and a director of RJB
Management Company, which is one of our shareholders. In 1987, Mr. Roscoe
founded Economic and Management Consultants International, Inc., a wireless
consulting firm. Mr. Roscoe has over 17 years of experience in the
telecommunications industry, analyzing technology, markets and finance.

Lisa Roumell has been a director of o2wireless Solutions since November
1997. Since July 1995, Ms. Roumell has been a general partner at DeMuth, Folger
& Wetherill II, and DFW Capital Partners, L.P., both of which are private equity
funds. DFW Capital Partners, L.P., upon conversion of its preferred stock, will
own greater than 5% of our common stock. From 1985 to 1995, Ms. Roumell worked
with First Century Partners, the private equity affiliate of Smith, Barney,
Harris & Upham and was a general partner from 1990 to 1995. Prior to 1985, Ms.
Roumell was a financial analyst in the Smith, Barney, Harris & Upham corporate
finance department.

Darin R. Winn has been a director of o2wireless Solutions since December
1999. Since August 1998, Mr. Winn has been a principal at American Capital
Strategies, Ltd., a publicly traded buyout and mezzanine fund, and was
responsible for opening the ACS office in Dallas, Texas. ACS will own greater
than 5% of our common stock upon the exercise of its warrants. From 1995 to
August 1998, Mr. Winn was an associate with Stratford Capital Partners, L.P. and
Stratford Equity Partners, L.P., Dallas-based private investment firms. From
1991 to 1995, Mr. Winn was a member of GE Capital's Southwest Corporate Finance
Group where he focused on transactions involving senior debt financing
opportunities. Prior to GE Capital, Mr. Winn was a member of the Dean Witter
Reynolds Southwest Corporate Finance Group where he gained experience in mergers
and acquisitions, leveraged buyouts, corporate restructuring, public offerings,
and private placements of both debt and equity.

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<PAGE> 42

BOARD STRUCTURE AND COMMITTEES

Upon completion of this offering, our Board of Directors will consist of
three classes that will serve staggered three-year terms as follows:

<TABLE>
<CAPTION>
CLASS EXPIRATION MEMBERS
--------- ----------- -------
<S> <C> <C>
Class I 2001 John G. Farmer, Jr., Stephen F. Johnston, Sr., Andrew D.
Roscoe
Class II 2002 Darin R. Winn, Lisa Roumell
Class III 2003 Michael W. Riley, Robert J. Lambrix
</TABLE>

Our board composition is currently governed by a Voting and Co-Sale
Agreement which allows each of DFW Capital Partners, L.P., American Capital
Strategies, Ltd., Stratford Capital Partners, L.P. and Stratford Equity
Partners, L.P. to designate one member of the Board of Directors. This agreement
will terminate upon the completion of this offering. For a more complete
description of the Voting and Co-Sale Agreement, see "Related Party
Transactions."

We have two standing committees: an Audit Committee and a Compensation
Committee. Messrs. Lambrix (Chairman), Winn and Roscoe have been appointed as
the members of the Audit Committee, and Ms. Roumell and Messrs. Johnston and
Roscoe have been appointed as the members of the Compensation Committee.

The Audit Committee selects the independent public accountants to audit our
annual financial statements and establishes the scope of and oversees the annual
audit. The Compensation Committee determines the compensation for employee
directors and, after receiving and considering the recommendation of our Chief
Executive Officer and the President, all officers of the company and any other
employee that the Compensation Committee may designate from time to time. The
Compensation Committee also administers our employee stock option plan. Our
board may establish other committees from time to time to facilitate the
management of the business and affairs of the company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Stephen F. Johnston, Sr., our Chairman and Chief Executive Officer, serves
as a member of the Compensation Committee of the Board of Directors.

From time to time in 1997, Mr. Johnston made loans to our predecessor
American Communications Construction, Inc., represented by demand promissory
notes in the aggregate principal amount of approximately $3.3 million. Also,
from time to time in 1997, Mr. Johnston made loans to an affiliated corporation,
Clear Communications Group, Inc. (which merged into ACCI in November 1997),
represented by demand promissory notes in the aggregate principal amount of
approximately $1.2 million. The interest rate for each of the above notes was
the prime rate plus 200 basis points. Each of the above notes was either
satisfied or forgiven as of December 1997.

In November 1998, we entered into a financial support agreement with
Stephen F. Johnston, Sr., pursuant to which Mr. Johnston agreed to provide
certain limited guaranties of our indebtedness. In consideration of that
agreement, we paid Mr. Johnston $10,000 and agreed to issue warrants to Mr.
Johnston in the event that he was not released from the guaranty by certain
dates. Pursuant to this agreement, on April 1, 1999, July 1, 1999 and October 1,
1999, we issued warrants to Mr. Johnston to purchase an aggregate of 200,652
shares of common stock at an exercise price of $0.0038 per share. These warrants
are exercisable at any time and expire on April 1, 2009, July 1, 2009 and
October 1, 2009, respectively. Mr. Johnston also has registration rights with
respect to the shares of common stock to be issued upon exercise of the warrants
as more fully described under the section "Description of Capital
Stock -- Registration Rights."

In a private placement during the period from June 1999 through August
1999, we sold 14,957 shares of our Series C Preferred Stock for a purchase price
of $1,495,700 to Clear Investors, LLC, of which Mr. Johnston is the controlling
member. The Series C Preferred Stock is presently

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<PAGE> 43

convertible into our common stock at a conversion price of $1.0344 per share.
Upon the closing of the offering, each outstanding share of Series C Preferred
Stock will convert into approximately 96.674 shares of our common stock. Mr.
Johnston, as a holder of the Series C Preferred Stock also has registration
rights with respect to shares of the common stock to be issued upon conversion
of the Series C Preferred Stock as more fully described under "Description of
Capital Stock -- Registration Rights."

In February 1998, we entered into an agreement with Mr. Johnston to lease
the office space in which our corporate headquarters are located. The lease
provides for minimum annual rental payments of approximately $182,000 through
May 2003. Lease payments to Mr. Johnston by us with respect to such property
totaled approximately $182,000 and $137,000 during 1999 and 1998, respectively.
Management believes that the rent paid for such office space is at or below
market rental rates for comparable space.

During 1999, we leased office space from Mr. Johnston for our regional
office in Richmond, Kentucky and incurred approximately $30,000 of lease expense
from January to March 1999. On March 1, 1999, we purchased the office from Mr.
Johnston for $325,000 and terminated the lease agreement. Management believes
that the purchase price was at or below the fair market value for such property.

In September 1999, we purchased equipment from Clear Paging, Inc., a
company in which Mr. Johnston is an executive officer and the majority
shareholder, for a purchase price of approximately $32,000. In addition, we
received approximately $40,000 in 1998 from Clear Paging for services provided.

In November 1999, our wholly owned subsidiary, Clear Communications Group,
Inc., purchased equipment for approximately $300,000 from DSSK, Inc., in which
Mr. Johnston is a significant investor. Management believes that the purchase
price paid for such equipment was the fair market value for such equipment.

No interlocking relationship exists between our Board of Directors or
Compensation Committee and the board of directors or compensation committee of
any other company.

40
<PAGE> 44

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows all compensation for services rendered to us in
all capacities that was awarded to, earned by, or paid to, our chief executive
officer and our executive officers whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1999, whom we refer to in
this prospectus collectively as the "Named Executive Officers."

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
---------------
ANNUAL NUMBER OF
COMPENSATION SECURITIES
------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS OPTIONS GRANTED COMPENSATION(1)
---------------------------- -------- ------- --------------- ---------------
<S> <C> <C> <C> <C>
Stephen F. Johnston, Sr................... $189,346 $46,250 -- $432
Chairman of the Board and
Chief Executive Officer
Michael W. Riley.......................... $189,346 $46,250 410,657 $580
President and
Chief Operating Officer
William J. Loughman....................... $114,711 $13,500 132,500 $460
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
</TABLE>

------------------------------

(1) Represents premiums for life and disability insurance paid for the benefit
of the indicated Named Executive Officers.

OPTION GRANTS IN 1999

The following table sets forth information regarding stock options granted
to the Named Executive Officers during 1999. All of these stock options were
granted under our 1998 Stock Option Plan.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
PERCENTAGE AT ASSUMED ANNUAL
OF TOTAL RATES
NUMBER OF OPTIONS OF STOCK APPRECIATION
SECURITIES GRANTED TO EXERCISE FOR
UNDERLYING EMPLOYEES PRICE OPTION TERM
OPTIONS DURING PER EXPIRATION ---------------------
NAME GRANTED PERIOD SHARE DATE 5% 10%
---- ---------- ---------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Johnston, Sr..... -- -- % $-- -- $ -- $ --
Michael W. Riley............ 410,657(1) 29.2 1.14 6/30/09 294,416 746,109
William J. Loughman......... 132,500(2) 9.4 1.14 6/14/09 94,995 240,735
</TABLE>

------------------------------

(1) Includes options to purchase 304,657 shares which were repriced in July 1999
from $1.89 to $1.14 per share.
(2) Includes options to purchase 66,250 shares which were repriced in July 1999
from $1.89 to $1.14 per share.

41
<PAGE> 45

AGGREGATE OPTION EXERCISES AND OPTION VALUES

The following table sets forth information with respect to the Named
Executive Officers concerning option exercises for 1999, and exercisable and
unexercisable options or warrants held at December 31, 1999:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
ON VALUE ---------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Johnston,
Sr..................... -- -- 200,652(2) -- 2,607,713 --
Michael W. Riley......... -- -- 121,862 491,897 1,445,283 6,064,663
William J. Loughman...... -- -- 18,550 140,450 220,003 1,665,737
</TABLE>

------------------------------

(1) The value of in-the-money options is based on an assumed initial public
offering price of $13.00 per share, less the per share exercise price,
multiplied by the number of shares underlying the option.
(2) Represents warrants granted to Mr. Johnston in connection with his agreement
to guarantee certain of our indebtedness.

EMPLOYMENT AGREEMENTS

We do not have any employment agreements with any of our Named Executive
Officers.

STOCK OPTION PLAN

In September 1998 we adopted our 1998 Stock Option Plan. Our 1998 Stock
Option Plan has an effective date of November 18, 1997, which is the date it was
adopted by our wholly owned subsidiary Clear Communications Group, Inc. prior to
our reorganization. A total of 2.65 million shares of common stock have been
authorized for issuance under the 1998 Stock Option Plan, of which 914,214
shares were available for issuance at June 30, 2000.

The 1998 Stock Option Plan permits the grant of options to our directors,
officers, and key employees. Options may be either incentive stock options
within the meaning of Section 422 of the Internal Revenue Code or non-qualified
stock options.

The 1998 Stock Option Plan is administered by the board or a committee
appointed by the board. Subject to the limitations set forth in the 1998 Stock
Option Plan, the board or the committee has the authority to select the eligible
persons to whom award grants are to be made, to designate the number of shares
to be covered by each award, to determine whether an option is to be an
incentive stock option or a non-qualified stock option, to establish vesting
schedules, to specify the exercise price of options and the type of
consideration to be paid upon exercise and, subject to restrictions, to specify
other terms of awards.

The maximum term of options granted under the 1998 Stock Option Plan is ten
years. Options granted under the 1998 Stock Option Plan generally are
non-transferable. Options generally expire three months after the termination of
an option holder's service. However, if an option holder is permanently disabled
or dies during his or her service, such person's options generally may be
exercised up to 12 months following disability or death.

The exercise price of options granted under the 1998 Stock Option Plan is
determined by the administrator in accordance with the guidelines set forth in
the 1998 Stock Option Plan. The exercise price of an incentive stock option
cannot be less than 100% of the fair market value of the common stock on the
date of the grant. The exercise price of an incentive option granted to a person
who holds more than 10% of the voting power of o2wireless Solutions cannot be
less than 110% of the fair market value of our common stock on the date of the
grant.

42
<PAGE> 46

Options granted under the 1998 Stock Option Plan vest at the rate
determined by the board or the committee as specified in the option agreement.

Upon changes in control in our ownership through a merger, all outstanding
stock awards under the 1998 Stock Option Plan must either be substituted by the
surviving entity or terminated to the extent not exercised upon 60 days written
notice.

The 1998 Stock Option Plan may be amended or modified from time to time by
the Board of Directors without shareholder approval, except that shareholder
approval is required to either:

- increase the number of shares available for issuance under the 1998 Stock
Option Plan; or

- change the class of persons eligible for incentive stock options.

Amendments to the 1998 Stock Option Plan which require shareholder approval
must be approved by a majority of shares present and voting at a shareholders
meeting at which a quorum is present.

As of June 30, 2000, we had issued options to purchase 1,337,086 shares of
common stock under the 1998 Stock Option Plan.

In May 2000, our Board of Directors approved an annual option grant,
commencing on the date of our public offering, to Stephen F. Johnston, Sr.,
Michael W. Riley and William J. Loughman in the amounts of 15,000, 15,000 and
7,500 shares, respectively, at an exercise price equal to the fair market value
of our common stock on the date of grant. The first grant of options will have
an exercise price equal to the initial public offering price. The options will
vest in equal increments over a period of three years.

COMPENSATION OF DIRECTORS

Each of our non-employee directors who has not been appointed to the Board
of Directors pursuant to a contractual agreement receives cash compensation of
$1,000 per meeting up to a maximum of $4,000 per year. Each of these directors
also receives options to purchase 4,000 shares of our common stock on an annual
basis. These options have ten year terms and will vest over a period of five
years from the date of grant. Options will not vest if a director ceases to be a
director. These options will have an exercise price equal to the fair market
value of our common stock on the date of grant.

43
<PAGE> 47

RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 1997 to
which we have been a party, in which the amount involved exceeds $60,000 and in
which any director, executive officer or holder of more than 5% of our capital
stock had or will have a direct or indirect material interest, other than our
compensation arrangements with our directors and executive officers that are
described under "Management." For information with respect to certain related
party transactions between us and Mr. Johnston, please see "Compensation
Committee Interlocks and Insider Participation."

On January 1, 1997, we issued the equivalent (after giving effect to
subsequent stock splits) of approximately 934,980 shares of our common stock to
David W. Hughes, formerly one of our executive officers and a holder of more
than 5% of our common stock, at a purchase price of $0.000038 per share. In
addition, on November 20, 1997, we issued 311.375 additional shares of our
common stock to Mr. Hughes at a purchase price of $0.000038 per share.

On November 20, 1997, we sold 50,000 shares of our Class A Convertible
Preferred Stock to DFW Capital Partners, L.P., a beneficial holder of more than
5% of our common stock (as converted), at a purchase price of $100 per share. In
October 1999, January 2000, and April 2000, we issued an aggregate of 7,669
additional shares of Class A Preferred Stock to DFW Capital Partners, L.P., in
payment of accrued dividends at the rate of 6% per annum. The Class A Preferred
Stock is presently convertible into our common stock at a conversion price of
$1.0344 per share. Upon the closing of this offering, each outstanding share of
our Class A Preferred Stock will convert into approximately 96.674 shares of our
common stock, for an aggregate of 5,575,116 shares.

Also on November 20, 1997, in connection with the acquisition of the
outstanding stock of our subsidiary, ISDC, Inc., we issued 324,966 shares of our
common stock to RJB Management Company, Inc., an affiliate of our director,
Andrew Roscoe, at a purchase price of $1.722 per share. In connection with the
acquisition of ISDC, we also assumed a note payable to RJB Management Company,
Inc. in an aggregate principal amount of $121,792. On September 15, 1998, this
note was retired through the execution of a satisfaction and release agreement
and converted into cash and shares of our common stock.

In November 1998, we entered into a financial support agreement with
Stephen F. Johnston, Sr. and DFW Capital Partners, L.P., pursuant to which Mr.
Johnston and DFW agreed to provide certain limited guaranties of our
indebtedness. In consideration of that agreement, we paid each of Mr. Johnston
and DFW $10,000 and agreed to issue warrants to Mr. Johnston and DFW in the
event that they were not released from the guaranty by certain dates. Pursuant
to this agreement, on April 1, 1999, July 1, 1999 and October 1, 1999, we issued
warrants to each of Mr. Johnston and DFW to purchase an aggregate of 200,652
shares at an exercise price of $0.0038 per share. These warrants are exercisable
at any time and expire on April 1, 2009, July 1, 2009 and October 1, 2009,
respectively. Mr. Johnston and DFW also have registration rights with respect to
the shares of common stock to be issued upon exercise of the warrants as more
fully described under the section "Description of Capital Stock -- Registration
Rights."

In a private placement during the period from June 1999 through August
1999, we sold an aggregate of 29,607 shares of Series C Convertible Preferred
Stock at a purchase price of $100 per share. In October 1999, January 2000, and
April 2000, we issued an aggregate of 1,325 additional shares of Series C
Preferred Stock in payment of accrued dividends at the rate of 6% per annum. The
Series C Preferred Stock is presently convertible into our common stock at a
conversion price of $1.0344 per share. Upon the closing of the offering, each
outstanding share of Series C Preferred Stock will convert into approximately
96.674 shares of our common stock, or an aggregate of 2,990,328 shares. The
holders of the Series C Preferred Stock also have registration rights with
respect to shares of our common stock to be issued upon conversion of the
preferred stock. These registration rights are more fully described under
"Description of Capital Stock -- Registration

44
<PAGE> 48

Rights." The following table illustrates the number of shares of Series C
Preferred Stock we sold to our directors or entities affiliated with our
directors, executive officers, or our shareholders who hold more than 5% of our
capital stock. The approximate aggregate value is calculated based on an assumed
initial public offering price of $12.00 per share.

<TABLE>
<CAPTION>
APPROXIMATE
SHARES OF SERIES C AGGREGATE AGGREGATE
PREFERRED STOCK PURCHASE PRICE VALUE
------------------ -------------- ---------------
<S> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Andrew Roscoe(1)......................... 516 $ 51,600 $ 598,596
Lisa Roumell(2).......................... 1,500 150,000 1,740,132
ENTITIES AFFILIATED WITH DIRECTORS OR
EXECUTIVE OFFICERS
Clear Investors, LLC(3).................. 14,957 1,495,700 17,351,508
RJB Management Company(4)................ 1,068 106,800 1,238,976
OTHER 5% SHAREHOLDERS
DFW Capital Partners, L.P.(5)............ 10,071 1,007,100 11,683,284
</TABLE>

------------------------------

(1) An additional 19 shares of Series C Preferred Stock have been issued in
payment of accrued dividends, valued at $22,032.

(2) An additional 52 shares of Series C Preferred Stock have been issued in
payment of accrued dividends, valued at $60,324.

(3) An additional 663 shares of Series C Preferred Stock have been issued in
payment of accrued dividends, valued at $769,140. Mr. Johnston, our Chairman
and Chief Executive Officer, is a controlling member of Clear Investors,
LLC.

(4) An additional 45 shares of Series C Preferred Stock have been issued in
payment of accrued dividends, valued at $52,200. Mr. Roscoe, a member of our
Board of Directors is the founder and a director of RJB Management, Inc.

(5) An additional 490 shares of Series C Preferred Stock have been issued in
payment of accrued dividends, valued at $568,440.

On November 1, 1999, we issued 39,000 shares and 36,000 shares,
respectively, of a new Series D Senior Redeemable Preferred Stock to Stratford
Capital Partners, L.P. and Stratford Equity Partners, L.P., at a purchase price
of $100 per share, for an aggregate purchase price of $7,500,000. The Series D
Preferred Stock is entitled to cumulative dividends in cash at the annual rate
of $8.00 per share, payable quarterly. In addition, any dividends committed to
be paid in kind on the Series D Preferred Stock carry a dividend rate of $11.00
per share. The holders of the Series D Preferred Stock have certain redemption
rights upon an event of default, the sale of the company or an initial public
offering of our common stock. The Series D Preferred Stock also carries certain
preferential rights upon the liquidation, dissolution or winding-up of our
company. In connection with the issuance of the Series D Preferred Stock, we
issued warrants to Stratford Capital Partners, L.P. and Stratford Equity
Partners, L.P. to purchase 2,055,639 shares and 1,897,511 shares, respectively,
of our common stock at an exercise price of $0.0038 per share, which warrants
expire on November 1, 2009. The holders of the Series D Preferred Stock also
have registration rights with respect to the shares of common stock issued upon
exercise of the warrants as described more fully under the section "Description
of Capital Stock -- Registration Rights." We intend to redeem all outstanding
shares of the Series D Preferred Stock with the proceeds of this offering.

On November 1, 1999, we issued senior subordinated notes to American
Capital Strategies, Ltd. in an aggregate principal amount of $13,000,000. These
notes bear interest at a rate of 12.75% and are due October 31, 2005. The note
purchase agreement provides for the future issuance, at our

45
<PAGE> 49

option, of additional senior subordinated notes in the aggregate principal
amount of $4.5 million, which would bear interest at a rate of the prime rate
plus 450 basis points and would mature on October 31, 2005. All notes authorized
under the note purchase agreement may be prepaid with a prepayment penalty equal
to a decreasing percentage of principal paid, such initial percentage equal to
5% of the outstanding principal amount through October 31, 2000. The holders of
the notes have certain rights upon an event of default, including a "change in
control" of the company, which is defined to include this offering. Upon the
occurrence of an event of default triggered by a change of control, the holders
of the notes, may, at their option, declare the entire unpaid balance of the
notes, plus interest, due and payable. In connection with the issuance of the
notes, we also issued warrants to ACS to purchase 2,736,821 shares of our common
stock at an exercise price of $0.0038 per share, which warrants expire on
November 1, 2009. Pursuant to the Voting and Co-Sale Agreement described below,
ACS is entitled to designate one member of the Board of Directors. ACS also has
registration rights with respect to the shares to be issued upon exercise of the
warrants as described more fully in "Description in Capital
Stock -- Registration Rights." The Voting and Co-Sale Agreement will terminate
upon the completion of this offering. We intend to redeem the notes for a
redemption price of approximately $13 million with the proceeds of the offering.

In connection with the issuance of the Series A Preferred Stock to DFW, we
entered into a Voting and Co-Sale Agreement in November 1997 with DFW and
Stephen F. Johnston, Sr. The Voting and Co-Sale Agreement was amended and
restated in June and November 1999 to add Stratford, ACS and certain other
preferred shareholders as parties to the agreement. Under the Voting and Co-Sale
Agreement, the number of members of the Board of Directors was fixed at seven,
and each of DFW, Stratford and ACS is entitled to designate one member of the
Board of Directors. Further, upon the occurrence of certain events of default or
covenant violations, ACS would be entitled to designate two additional
directors. In addition, the Voting and Co-Sale Agreement provides that the
remaining members of the Board of Directors will consist of Mr. Johnston, Mr.
Riley, and two individuals designated by Mr. Johnston. Lisa Roumell has been
designated as DFW's representative since November 1997 and continues to serve as
a member of our Board of Directors. Stratford Capital Partners and Stratford
Equity Partners, as holders of the Series D Preferred Stock, have designated
John G. Farmer as their representative. ACS has designated Darin Winn as its
representative. The Voting and Co-Sale Agreement also provides that if Mr.
Johnston (or his affiliates) decides to sell more than 25% of his ownership
interest in the company, DFW, Stratford and ACS will have the right to elect to
sell, at the same price and/or the same terms as Mr. Johnston, a pro rata
portion of their shares of common stock, preferred stock, or shares issued upon
exercise of the warrants, as the case may be. Further, if either Mr. Johnston or
Mr. Riley receives an offer to sell their shares, he shall be required to offer
first to the Company, and subsequently to DFW, Stratford and ACS, the right to
purchase such shares on the same terms as contained in the offer received from
the third party. The Voting and Co-Sale Agreement will terminate upon the
completion of this offering.

46
<PAGE> 50

PRINCIPAL AND SELLING SHAREHOLDERS

The first table below contains information about the beneficial ownership
of our common stock and preferred stock before and after our initial public
offering for:

- each person who beneficially owns more than 5% of our common stock, Class
A Preferred stock, or Series C Preferred Stock;

- each of our directors;

- the Named Executive Officers; and

- all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and represents sole or shared voting or
investment power with respect to securities. Except as indicated by footnote,
the persons named in the table below have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them.
Shares of common stock underlying options or warrants that are currently
exercisable or exercisable within 60 days of June 30, 2000, are deemed to be
outstanding and to be beneficially owned by the person holding the options or
warrants for the purpose of computing the percentage ownership of that person,
but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person. Upon completion of the offering, all shares of
convertible preferred stock will be automatically converted into shares of
common stock.

Unless otherwise indicated, the address for each person or entity named
below which owns greater than 5% of any class of our common stock is c/o
o2wireless Solutions, Inc., 440 Interstate Parkway North, Atlanta, Georgia
30339.

<TABLE>
<CAPTION>
PERCENTAGE BENEFICIALLY OWNED
COMMON SHARES ---------------------------------
BENEFICIALLY BEFORE AFTER
NAME OF BENEFICIAL OWNER OWNED OFFERING(1) OFFERING(1)
------------------------ ------------- --------------- --------------
<S> <C> <C> <C>
Stephen F. Johnston, Sr..................... 7,487,766(2) 45.1% 33.5%
Michael W. Riley............................ 538,153(3) 3.3 1.8
Robert J. Lambrix........................... 21,200 * *
Lisa Roumell................................ 150,038(4) * *
Darin R. Winn............................... -- * *
Andrew D. Roscoe............................ 62,320(5) * *
John G. Farmer, Jr.......................... -- * *
William J. Loughman......................... 88,476(6) * *
David W. Hughes............................. 471,543(7) 2.9 2.1
1020 Mile Square Road
Mendon, New York 14506
Clear Investments, LLC...................... 463,750 2.8 2.1
4500 I-55 North
Highland Village, Suite 245
Jackson, Mississippi 39211
DFW Capital Partners, L.P................... 6,796,746(8) 41.0 30.4
300 Frank W. Burr Boulevard
Glenpointe Center East, 5th Floor
Teaneck, New Jersey 07666
Clear Investors, LLC........................ 1,510,054(9) 9.2 6.8
Stratford Capital Partners, L.P............. 2,055,639(10) 11.2 8.5
300 Crescent Court, Suite 500
Dallas, Texas 75201
Stratford Equity Partners, L.P.............. 1,897,511(11) 10.4 7.9
300 Crescent Court, Suite 500
Dallas, Texas 75201
</TABLE>

47
<PAGE> 51

------------------------------

* Less than 1%.

(1) The percentages are based upon 16,377,674 shares of common stock issued and
outstanding as of June 30, 2000, as adjusted to reflect the conversion of
all outstanding shares of convertible preferred stock upon the completion
of this offering into 8,565,444 shares of common stock and 22,176,297
shares of common stock outstanding after completion of this offering
(assuming no exercise of the underwriters' over-allotment option).

(2) Includes 200,652 shares subject to immediately exercisable warrants, 5,517
shares subject to immediately exercisable options, 471,543 shares which are
held in a voting trust pursuant to which Mr. Johnston is entitled to vote
all shares owned by Mr. David W. Hughes and 1,510,054 shares to be issued
upon the conversion of 15,620 shares of Series C Preferred Stock held by
Clear Investors, LLC, of which Mr. Johnston is the controlling member.

(3) Includes 30,392 shares subject to immediately exercisable options.

(4) Represents shares to be issued upon the conversion of 1,552 shares of
Series C Preferred Stock held jointly with her husband.

(5) Includes 51,720 shares to be issued upon the conversion of 535 shares of
Series C Preferred Stock.

(6) Represents shares subject to immediately exercisable options.

(7) All of Mr. Hughes' shares are held in a voting trust pursuant to which Mr.
Johnston is entitled to vote all shares owned by Mr. Hughes.

(8) Includes 200,652 shares subject to immediately exercisable warrants,
5,575,116 shares to be issued upon the conversion of 57,669 shares of Class
A Preferred Stock, and 1,020,978 shares to be issued upon the conversion of
10,561 shares of Series C Preferred Stock.

(9) Represents shares to be issued upon the conversion of 15,620 shares of
Series C Preferred Stock.

(10) Represents shares subject to immediately exercisable warrants.

(11) Represents shares subject to immediately exercisable warrants.

(12) Represents shares subject to immediately exercisable warrants.

(13) Includes 236,561 shares subject to immediately exercisable warrants and
options.

48
<PAGE> 52

The following table contains information about the beneficial ownership of
our common stock by the selling shareholders before and after this offering. The
number of shares to be sold represents shares issued or to be issued to certain
of our employees upon the exercise of non-qualified options granted to these
employees pursuant to our 1998 Stock Option Plan. These employees are selling a
sufficient number of shares in the offering to cover the exercise price of such
options, the estimated tax liability on such exercise, and the underwriting
discount and commissions to be paid by such shareholders in connection with the
sale of these shares. The estimated tax liability to be incurred upon the
exercise of such options has been calculated based on an assumed tax rate of
35%. Because the selling shareholders are participating in the offering, they
might be deemed underwriters under the federal securities laws.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY BENEFICIALLY
OWNED BEFORE THE OWNED
OFFERING NUMBER OF AFTER THE OFFERING
---------------------- SHARES TO BE ------------------------
COMMON PERCENT OF SOLD IN THE COMMON PERCENT OF
NAME OF SELLING SHAREHOLDER(1) STOCK CLASS(2) OFFERING STOCK CLASS(2)
------------------------------ --------- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
Michael W. Riley................ 538,153(3) 3.3% 130,988 407,165 1.8%
William J. Loughman............. 88,476(3) * 28,484 59,992 *
Brenda Arden.................... 6,625 * 2,848 3,777 *
Bonnie DeLoach.................. 6,625 * 2,848 3,777 *
Mark J. Cappadoro............... 13,250 * 5,697 7,553 *
Herbert E. Carson, Jr........... 26,500 * 11,394 15,106 *
Woodrow Allyn................... 66,250 * 28,484 37,766 *
Charles D. Williams............. 66,250 * 28,484 37,766 *
Paul Taylor..................... 4,637 * 1,994 2,643 *
Samuel C. Kraus................. 4,637 * 1,994 2,643 *
John Stewart Henry Rook......... 3,148 * 1,354 1,794 *
Rob E. Minerich................. 3,145 * 1,352 1,793 *
James Roberts................... 3,145 * 1,352 1,793 *
Larry W. Bailey................. 3,975 * 1,709 2,266 *
Scott C. Foley.................. 13,250 * 5,697 7,553 *
Philip W. Miller................ 53,000 * 22,787 30,213 *
Vernon Cassady.................. 3,975 * 1,709 2,266 *
Neil Van der Groef.............. 6,625 * 2,848 3,777 *
Jim D. Miller................... 2,650 * 1,139 1,511 *
Steven M. Baier................. 26,500 * 11,394 15,106 *
James C. White.................. 6,625 * 2,848 3,777 *
John A. Malloy.................. 2,650 * 1,139 1,511 *
Rick Dickson.................... 2,650 * 1,139 1,511 *
Alma Stone...................... 4,637 * 1,695 2,942 *
</TABLE>

------------------------------

* Less than 1%.

(1) If the underwriters' over-allotment option is exercised in full, the
following shareholders will sell the following number of shares: DFW
Capital Partners -- 446,063; American Capital Strategies, Ltd. -- 179,614;
Stratford Capital Partners, L.P. -- 134,963; Stratford Equity Partners,
L.P. -- 124,530; and RJB Management Company, Inc. -- 29,830. Prior to this
offering, RJB Management Company beneficially owned 454,384 shares or 2.8%
of our common stock.

(2) The percentages are based upon 16,377,674 shares of common stock issued and
outstanding as of June 30, 2000, as adjusted to reflect the conversion of
all outstanding shares of preferred stock upon the completion of this
offering into 8,565,444 shares of common stock and 22,176,297 shares of
common stock outstanding after completion of this offering (assuming no
exercise of the underwriters' over-allotment option).

(3) See footnote in previous table for information regarding the beneficial
ownership of this shareholder. Mr. Riley is our President and Chief
Operating Officer and Mr. Loughman is our Executive Vice President, Chief
Financial Officer, Secretary and Treasurer.

49
<PAGE> 53

DESCRIPTION OF CAPITAL STOCK

We are authorized to issue 100,000,000 shares of common stock, $0.0001 par
value per share, 100,000 shares of Class A Convertible Preferred Stock, $0.01
par value per share, and 10,000,000 shares of serial preferred stock, no par
value per share. As of June 30, 2000, after giving effect to the conversion of
all outstanding convertible preferred stock into common stock upon the closing
of this offering, there were outstanding 16,377,674 shares of common stock held
of record by 24 shareholders. The description below sets forth the material
terms of our capital stock. This description is only a summary. You should refer
to our articles of incorporation and bylaws which have been filed with the
Securities and Exchange Commission as exhibits to our registration statement of
which this prospectus forms a part.

COMMON STOCK

Holders of our common stock are entitled to one vote per share on all
matters to be voted on by the shareholders. Subject to preferences that may be
applicable to any outstanding shares of preferred stock, holders of the common
stock are entitled to receive ratably such dividends as may be declared by the
board of directors out of funds legally available therefor. In the event of our
liquidation, dissolution or winding up, holders of the common stock are entitled
to share ratably in all assets remaining after payment of liabilities and the
liquidation preferences of any outstanding shares of preferred stock. Some
holders of our common stock have preemptive rights with respect to future
offerings of our securities, but these preemptive rights were waived in
connection with this offering and following this offering, no shareholder will
have any preemptive rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
all shares of common stock to be outstanding upon completion of this offering
will be, fully paid and nonassessable.

PREFERRED STOCK

Upon the closing of this offering, all outstanding shares of convertible
preferred stock will be converted into 8,565,444 shares of common stock.

Class A Convertible Preferred Stock. Under our articles of incorporation,
we are authorized to issue 100,000 shares of our Class A Convertible Preferred
Stock. There are currently 57,669 shares of our Class A Preferred Stock
outstanding, all of which are held by DFW Capital Partners, L.P. Upon completion
of the offering, the 57,669 shares of Class A Preferred Stock which are
currently outstanding will be converted into 5,575,116 shares of common stock.
The holder of the Class A Preferred Stock has demand registration rights at any
time which allow the holder to require us to file a registration statement to
register its common stock to be issued upon the conversion. The holder of the
Class A Preferred Stock also has piggyback registration rights in the event that
we propose to register any of our securities for sale to the public, which
rights will continue after the conversion to common stock. Upon completion of
this offering, the holder of the Class A Preferred Stock (and the underlying
common stock) will have no preemptive rights with respect to future offerings of
our securities.

Series C Convertible Preferred Stock. We are authorized to issue 75,000
shares of our Series C Convertible Preferred Stock. There are currently 30,932
shares of our Series C Preferred Stock outstanding, which are held of record by
eight shareholders. Upon completion of this offering, the 30,932 shares of
Series C Preferred Stock which are currently outstanding will be converted into
2,990,328 shares of common stock. The holders of Series C Preferred Stock have
demand registration rights at any time after an initial public offering of our
common stock. The holders of Series C Preferred Stock also have piggyback
registration rights if the Company proposes to register any of its securities
for sale to the public. These registration rights continue after the conversion
to common stock. The holders of the Series C Preferred Stock do not have any
preemptive rights with respect to future offerings of our securities.

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<PAGE> 54

Series D Senior Redeemable Preferred Stock. We are authorized to issue
100,000 shares of our Series D Senior Redeemable Preferred Stock, no par value
per share. There are currently 79,180 shares of the Series D Preferred Stock
outstanding, held by two shareholders of record. Upon completion of this
offering, we intend to redeem all outstanding shares of the Series D Preferred
Stock for an aggregate redemption price of approximately $7.9 million. See "Use
of Proceeds" for a more complete description of the intended uses of the
proceeds from this offering.

Following the conversion of our outstanding preferred stock, our articles
of incorporation will authorize us to issue 10,000,000 shares of preferred
stock. Our board of directors will have the authority, without further action by
shareholders, to fix the rights, preferences, privileges, qualifications and
restrictions granted to or imposed upon such preferred stock, including dividend
rights, conversion rights, voting rights, rights and terms of redemption,
liquidation preference and sinking fund terms, any or all of which may be
greater than the rights of the common stock. The issuance of preferred stock
could adversely affect the voting power of holders of common stock and reduce
the likelihood that such holders will receive dividend payments and payments
upon liquidation. The issuance of preferred stock could also have the effect of
decreasing the market price of the common stock. The issuance of preferred stock
could also have the effect of delaying, deterring or preventing a change in
control of our company. We have no present plans to issue any shares of
preferred stock following the offering.

WARRANTS

As of June 30, 2000, there were warrants outstanding to purchase an
aggregate of 7,091,275 shares of our common stock at an exercise price of
$0.0038 per share. In April, July and October 1999, we issued warrants to
purchase an aggregate of 200,652 shares of common stock at an exercise price of
$0.0038 per share to each of DFW Capital Partners, L.P. and Mr. Johnston in
consideration of an agreement by Mr. Johnston and DFW Capital Partners, L.P. to
provide limited guaranties of our indebtedness. All of these warrants are
immediately exercisable. In connection with our financing activities in November
1999, we issued warrants to purchase an aggregate of 6,689,971 shares of common
stock as follows: American Capital Strategies, Ltd. (2,736,821 shares),
Stratford Capital Partners, L.P. (2,055,639 shares), and Stratford Equity
Partners, L.P. (1,897,511 shares). These warrants are also immediately
exercisable at an exercise price of $0.0038 per share, and have a put feature
that enables the holders, upon the occurrence of certain events, to sell the
warrants and any common stock issued upon exercise back to us at fair value, up
to a maximum aggregate put price of $22.7 million. The put feature will expire
upon completion of this offering.

REGISTRATION RIGHTS

Upon completion of the offering, the holders of 8,565,444 shares of common
stock will be entitled to have such shares registered, subject to limitations,
under the Securities Act, pursuant to various registration rights agreements.
Under the terms of these agreements, if we propose to register any of our
securities under the Securities Act, either for our own account or for the
account of other security holders exercising registration rights, the holders
are entitled to notice of the registration and are entitled, subject to
limitations, to include shares in the registration. Further, upon completion of
the offering, the holders of warrants to purchase 6,689,971 shares may require
us to file a registration statement under the Securities Act with respect to the
shares of common stock they receive upon exercise, and we are required to use
our best efforts to effect the requested registration. Furthermore, these
holders may require us to register their shares on Form S-3 when such form
becomes available to us. Generally, we are required to bear all registration
expenses incurred in connection with any such registrations, but not including
any underwriting discounts and selling commissions. These rights are subject to
certain conditions and limitations, among them the right of the underwriters of
an offering to limit the number of shares included in such a registration.

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<PAGE> 55

ANTI-TAKEOVER PROVISIONS

Upon completion of the offering, our articles of incorporation and bylaws
will contain provisions that are intended to deter hostile takeover attempts.
Specific provisions of our articles of incorporation and bylaws could make it
more difficult to effect, or prevent completely, a change in control by means of
a tender offer, a proxy contest or otherwise that a shareholder might consider
favorable, and to remove incumbent officers and directors. These provisions are
intended to discourage coercive takeover practices and inadequate takeover bids
and to encourage persons seeking to acquire control of us to first negotiate
with us. We believe that the benefits of increased protection of our ability to
negotiate with the potential proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging takeover
or acquisition proposals because, among other things, negotiation of these
proposals could result in an improvement of their terms.

Upon completion of the offering, our articles of incorporation and bylaws
will require that any action to be taken by our shareholders must be taken at a
duly called annual or special meeting of the shareholders and may not be taken
by a consent in writing. Our articles of incorporation and bylaws will also
provide that our board of directors will be divided into three classes, with
each class serving staggered three-year terms, so that approximately one-third
of the directors are elected each year. Staggering the terms of our directors
delays the time it would take shareholders to replace a majority of the
incumbent directors. Some proposals to amend the articles of incorporation will
require the approval of holders of a super-majority of all outstanding stock.
These provisions may have the effect of discouraging takeovers and tactics used
in proxy fights or delaying changes in control or in our management.

These and other provisions contained in our articles of incorporation and
bylaws could delay or discourage certain types of transactions involving an
actual or potential change in control of us or our management (including
transactions in which shareholders might otherwise receive a premium for their
shares over then current prices) and may limit the ability of shareholders to
remove current management or approve transactions that shareholders may deem to
be in their best interests and, therefore, could adversely affect the price of
our common stock.

LIMITATIONS ON DIRECTORS LIABILITY AND INDEMNIFICATION

Our articles of incorporation limit the personal liability of our directors
to us and our shareholders to the maximum extent permitted by Georgia law.
Georgia law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except liability for:

- any appropriation, in violation of his duties, of any business
opportunity of the company;

- acts or omissions which involve intentional misconduct or a knowing
violation of law;

- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

- any transaction from which the director derived an improper personal
benefit.

The limitation of liability does not apply to liabilities of our directors
arising under the federal securities laws and does not affect the availability
of equitable remedies such as injunctive relief or rescission.

Our articles of incorporation and bylaws also provide that we will
indemnify our directors and officers, and may indemnify our employees and other
agents, to the fullest extent permitted by law. We believe that indemnification
under our bylaws applies to negligent and grossly negligent acts of indemnified
parties. Our bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in the capacity as an officer, director, employee or other agent,
regardless of whether the articles of incorporation or bylaws would permit
indemnification. The indemnification provisions in our bylaws and articles of
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<PAGE> 56

incorporation are not exclusive of other rights of indemnification that may be
available to our directors or officers under any agreement or vote of
shareholders or disinterested directors.

At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees in which indemnification is sought, nor are
we aware of any threatened litigation that may result in claims for
indemnification.

THE NASDAQ STOCK MARKET'S NATIONAL MARKET

Our common stock has been approved for listing on the Nasdaq Stock Market's
National Market under the trading symbol "OTWO."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is First Union
National Bank.

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<PAGE> 57

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock, and
we cannot assure you that a significant public market for our common stock will
develop or be sustained after this offering. As described below, no shares
currently outstanding will be available for sale immediately after this offering
due to contractual restrictions on resale. Sales of substantial amounts of our
common stock in the public market after the restrictions lapse could adversely
affect the prevailing market price and our ability to raise equity capital in
the future.

Upon completion of this offering, we will have outstanding 22,176,297
shares of common stock, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options or warrants. Of these shares, all
of the shares sold in this offering will be freely tradable without restriction
under the Securities Act unless purchased by our affiliates.

The remaining 16,377,674 shares of common stock held by existing
shareholders are restricted securities. Restricted securities may be sold in the
public markets only if registered or if they qualify for an exemption from
registration described below under Rules 144, 144(k) or 701 promulgated under
the Securities Act.

As a result of the lock-up agreements and the provisions of Rules 144,
144(k) and 701 described below, the above-described restricted shares will be
available for sale in the public market as follows:

- 472,073 shares may be sold prior to 180 days from the date of this
prospectus; and

- 15,702,498 shares will have been held long enough to be sold under Rule
144 or Rule 701 beginning 181 days after the date of this prospectus.

LOCK-UP AGREEMENTS

Some of our shareholders and option holders have agreed not to transfer or
dispose of, directly or indirectly, any shares of our common stock, or any
securities convertible into or exercisable or exchangeable for shares of our
common stock, for a period of 180 days after the date the registration statement
of which this prospectus is a part is declared effective. Transfers or
dispositions can be made sooner with the prior written consent of Chase
Securities Inc.

RULE 144

In general, under Rule 144, a person who has beneficially owned restricted
securities for at least one year would be entitled to sell publicly within any
three-month period a number of shares that does not exceed the greater of:

- 1% of the number of shares of our common stock then outstanding, which
will equal approximately 221,762 shares immediately after this offering;
or

- the average weekly trading volume of our common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner-of-sale provisions and
notice requirements, and to the public availability of certain current
information about us.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years, is
entitled to sell such shares without complying with the manner of sale, public
information or notice provisions of Rule 144 or the volume limitations discussed
above.

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<PAGE> 58

RULE 701

In general, under Rule 701, any of our employees, consultants or advisors
who purchases or receives shares from us in connection with a compensatory stock
purchase plan, option plan or other written agreement will be eligible to resell
their shares beginning 90 days after the date of this prospectus. Non-affiliates
will be able to sell their shares under Rule 144 without complying with the
holding period, public information, volume limitation or notice provisions of
Rule 144. Affiliates will be able to sell their shares under Rule 144 without
complying with the holding period requirements of Rule 144.

REGISTRATION RIGHTS

Upon completion of this offering, the holders of 8,565,444 shares of our
common stock will be entitled to rights with respect to the registration of
their shares under the Securities Act. Each of the holders of these shares is
subject to the 180-day lock-up agreement described above. For a more complete
description of the registration rights relating to our common stock, see
"Description of Capital Stock -- Registration Rights." Except for shares
purchased by affiliates, registration of shares under the Securities Act would
result in such shares becoming freely tradable without restriction under the
Securities Act immediately upon the effectiveness of the registration.

STOCK OPTIONS

Immediately after this offering, we intend to file a registration statement
under the Securities Act covering approximately 2,650,000 shares for sale upon
the exercise of outstanding stock options and warrants issued pursuant to
compensatory benefit plans or reserved for future issuance pursuant to our 1998
Stock Option Plan. The registration statement is expected to be filed and become
effective as soon as practicable after the closing of this offering.
Accordingly, shares registered under the registration statement will, subject to
Rule 144 volume limitations applicable to affiliates, be available for sale in
the public market beginning 180 days after the effective date of the
registration statement of which this prospectus is a part.

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<PAGE> 59

UNDERWRITING

We have entered into an underwriting agreement with the underwriters named
below. Chase Securities Inc., Credit Suisse First Boston Corporation and Thomas
Weisel Partners LLC are acting as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number
of shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that the underwriters are required to
purchase the number of shares set forth opposite their names below but are not
responsible for the commitment of any other underwriter to purchase shares.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ----------
<S> <C>
Chase Securities Inc........................................ 1,980,000
Credit Suisse First Boston Corporation...................... 1,732,500
Thomas Weisel Partners LLC.................................. 1,237,500
Fleetboston Robertson Stephens Inc.......................... 100,000
Banc of America Sec. LLC.................................... 100,000
Bear Stearns & Co. Inc...................................... 100,000
CIBC World Markets Corp..................................... 100,000
Deutsche Bank Alex. Brown................................... 100,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 100,000
First Union National Bank................................... 100,000
Merrill Lynch & Co.......................................... 100,000
D.A. Davidson & Co.......................................... 50,000
Suntrust Equitable Securities Corporation................... 50,000
Friedman, Billings, Ramsey & Co., Inc....................... 50,000
Redwine & Company Inc....................................... 50,000
The Robinson-Humphrey Company, LLC.......................... 50,000
Sanders Morris Harris....................................... 50,000
Wachovia Securities, Inc.................................... 50,000
----------
Total............................................. 6,100,000
==========
</TABLE>

The underwriting agreement provides that the obligations of the
underwriters are conditioned on the absence of any material adverse changes in
our business and the receipt of certificates, opinions and letters from us, our
counsel and our independent auditors. This is a firm commitment underwriting.
This means that the underwriters have agreed to purchase all of the shares
offered by this prospectus, other than those covered by the over-allotment
option described below, if any are purchased.

The underwriters propose to offer the shares directly to the public at the
public offering price that appears on the cover page of this prospectus. In
addition, the representatives may offer some of the shares to securities dealers
at such price less a concession of $0.50 per share. The underwriters may also
allow to dealers, and such dealers may reallow, a concession not in excess of
$0.10 per share to other dealers. After the shares are released for sale to the
public, the representatives may change the offering price, concession and
reallowance to dealers to stabilize or maintain the market price of the common
stock at a level above that which might otherwise prevail in the open market.

The underwriters have informed us that they will not allow dealers to buy
or sell the common stock offered by this prospectus at their discretion on
behalf of their customers.

Certain shareholders have granted the underwriters an over-allotment
option. This option, which is exercisable for up to 30 days after the date of
this prospectus, permits the underwriters to purchase a maximum of 915,000
additional shares from these shareholders to cover over-allotments.

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<PAGE> 60

If the underwriters exercise all or part of this option, they will purchase
shares covered by the option at the public offering price that appears on the
cover page of this prospectus, less the underwriting discount. If this option is
exercised in full, the total price to the public will be $84.2 million and the
net proceeds to us will be approximately $63.0 million, assuming an offering
price of $12.00 per share. The underwriters have severally agreed that, to the
extent the over-allotment option is exercised, they will each purchase a number
of additional shares proportionate to the underwriter's initial amount reflected
in the above table.

The following table provides information regarding the aggregate amount of
the discount to be paid to the underwriters by us and the selling shareholders.
These amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase additional shares at the offering price of
$12.00.

<TABLE>
<CAPTION>
PAID BY
PAID BY US SELLING SHAREHOLDERS
--------------------------- ---------------------------
NO EXERCISE FULL EXERCISE NO EXERCISE FULL EXERCISE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Per share.............................. $ 0.84 $ 0.84 $ 0.84 $ 0.84
Total.................................. 4,870,843 4,870,843 253,157 1,021,757
</TABLE>

We estimate that the total expenses of the offering, excluding the
underwriting discount, will be approximately $1.7 million.

We have agreed to indemnify each underwriter against all liabilities to
which it may become subject under the federal securities laws or other law,
including reimbursement of expenses, arising out of:

- any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, including the prospectus, or the
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements not misleading, except
that there is no indemnification for specific information furnished by
the underwriters; and

- the directed share program under which the underwriters have reserved for
sale up to 305,000 shares for purchase by our officers, directors,
employees and associates.

This indemnification obligation includes an obligation to contribute to any
payments that may be made by the underwriters in the event that indemnification
is not available.

Our executive officers and directors, and almost all of our current
shareholders, have agreed to a 180-day "lock up" with respect to an aggregate of
22,661,765 shares of common stock that they beneficially own, including
securities that are convertible into shares of common stock and securities that
are exchangeable or exercisable for shares of common stock. This means that,
with some exceptions, for a period of 180 days following the date of this
prospectus, such persons may not offer, sell, pledge, or otherwise dispose of
these securities without the prior written consent of Chase Securities Inc.

At our request, Chase Securities Inc. is administering a directed share
program for us in which 305,000 shares have been reserved. We will provide Chase
Securities with a list of names of persons that we would like to ask to
participate in the program. These reserved shares will be sold at the public
offering price that appears on the cover of this prospectus. The number of
shares available for sale to the general public in the offering will be reduced
to the extent reserved shares are purchased by these persons. After reviewing
the prospective list of participants, Chase Securities will distribute a letter
to their prospective participants asking if those persons would like to submit
indications of interest to participate in the program. These communications will
be accompanied or proceeded by a prospectus that meets the requirements of
Section 10 of the Securities Act. If there are indications of interest by
prospective participants to purchase, in aggregate, more than the number of
shares allocated to the program, then we will determine who can participate and
to what extent. The 180-day "lock-up" agreements referred to above will bind the
directors, executive
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<PAGE> 61

officers and shareholders that enter into them with respect to the shares such
persons purchase under the program. The underwriters will offer to the general
public, on the same terms as other shares offered by this prospectus, any
reserved shares that are not purchased by these persons.

Prior to this offering, there has been no public market for the common
stock. Consequently the offering price for the common stock will be determined
by negotiations between us and the underwriters and will not necessarily be
related to our asset value, net worth or other established criteria of value.
The factors to be considered in such negotiations, in addition to prevailing
market conditions, will include the history of and prospects for the industry in
which we compete, an assessment of our management, our prospects, our capital
structure, prevailing market conditions, our results of operations in recent
periods and several other factors as may be deemed relevant.

Rules of SEC may limit the ability of the underwriters to bid for or
purchase shares before the distribution of shares is completed. However, the
underwriters may engage in the following activities in accordance with the
rules:

- Stabilizing Transactions. The representatives may make bids or purchases
for the purpose of pegging, fixing or maintaining the price of shares, so
long as stabilizing bids do not exceed a specified maximum.

- Over-Allotments and Syndicate Covering Transactions. The underwriters
may create a short position in the shares by selling more shares than are
set forth on the cover page of this prospectus. If a short position is
created in connection with the offering, the representatives may engage
in syndicate covering transactions by purchasing shares in the open
market. The representatives may also elect to reduce any short position
by exercising all or part of the over-allotment option.

- Penalty Bids. If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate covering transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.

Stabilization and syndicate covering transactions may cause the price of
the shares to be higher than it would be in the absence of such transaction. The
imposition of a penalty bid might also have an effect on the price of the shares
if it discourages resales of the shares.

Neither we nor the underwriters make any representation or prediction as to
the effect that the transaction described above may have on the price of the
shares. These transactions may occur on the Nasdaq National Market or otherwise.
If such transactions are commenced, they may be discontinued without notice at
any time.

One or more members of the underwriting selling group may make copies of
the preliminary prospectus available over the Internet to customers through its
or their Websites. The representatives expect to allocate a limited number of
shares to such member or members of the selling group for sale to brokerage
account holders.

Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners LLC has acted as a lead or co-manager on numerous
filed public offerings of equity securities. Thomas Weisel Partners LLC does not
have any direct material relationship with us or any of our officers, directors
or other controlling persons, except with respect to its contractual
relationship with us pursuant to the underwriting agreement entered into in
connection with this offering.

LEGAL MATTERS

Smith, Gambrell & Russell, LLP, Atlanta, Georgia will pass upon the
validity of the shares of common stock offered by this prospectus and certain
other legal matters. Alston & Bird LLP Atlanta, Georgia, will pass upon certain
legal matters for the underwriters.

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EXPERTS

The consolidated financial statements of o2wireless Solutions, Inc. and
subsidiaries as of December 31, 1998 and 1999 and for each of the years in the
three-year period ended December 31, 1999, have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

The financial statements of Cellular Technology International, Inc. for the
years ended December 31, 1997 and 1998 have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

The financial statements of Communications Development Systems, Inc. for
the period from January 1, 1998 through June 9, 1998, have been included herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The combined financial statements of TWR Group for the period from January
1, 1999 through October 31, 1999, have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

The combined financial statements of TWR Group for the years ended December
31, 1997 and 1998 have been included herein and in the registration statement in
reliance upon the report of Jain & Jain, P.C., independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The consolidated financial statements of Communication Consulting Services,
Inc. and subsidiary as of December 31, 1999 and for the year then ended have
been included herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act of 1933, with respect to the
common stock offered by this prospectus. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and
schedules. Items are omitted in accordance with the rules and regulations of the
SEC. For further information with respect to us and our common stock offered
hereby, reference is made to the registration statement and the exhibits and
schedules filed as a part thereof. Statements contained in this prospectus as to
the contents or provisions of any contract or other document filed as an exhibit
referred to herein are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference. A copy of the registration statement may be inspected without
charge at the public reference facilities maintained by the SEC in Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor,
New York, New York 10048. You may obtain information about the SEC's public
reference facilities by calling the SEC at 1-800-SEC-0330. Copies of all or any
part of the registration statement may be obtained from such offices upon the
payment of the fees prescribed by the SEC. The SEC maintains a website at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.

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As a result of this offering, we will have to comply with the full
informational requirements of the Securities and Exchange Act of 1934. We will
fulfill our obligations with respect to such requirements by filing periodic
reports and other information with the SEC. We intend to furnish our
shareholders with annual reports containing consolidated financial statements
certified by an independent public accounting firm.

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INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
O2WIRELESS SOLUTIONS, INC. (FORMERLY CLEAR HOLDINGS, INC.)
AND SUBSIDIARIES:
Independent Auditors' Report.............................. F-3
Consolidated Balance Sheets as of December 31, 1998 and
1999, June 30, 2000 (unaudited) and Pro Forma June 30,
2000 (unaudited)....................................... F-4
Consolidated Statements of Operations for the Years Ended
December 31, 1997, 1998 and 1999 and the Six-Month
Periods Ended June 30, 1999 and 2000 (unaudited)....... F-5
Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended December 31, 1997, 1998 and 1999
and the Six-Month Period Ended June 30, 2000
(unaudited)............................................ F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1998 and 1999 and the Six-Month
Periods Ended June 30, 1999 and 2000 (unaudited)....... F-7
Notes to Consolidated Financial Statements................ F-8

CELLULAR TECHNOLOGY INTERNATIONAL, INC.:
Independent Auditors' Report.............................. F-28
Statements of Income for the Years Ended December 31, 1997
and 1998............................................... F-29
Statements of Stockholders' Equity for the Years Ended
December 31, 1997 and 1998............................. F-30
Statements of Cash Flows for the Years Ended December 31,
1997 and 1998.......................................... F-31
Notes to Financial Statements............................. F-32

COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.:
Independent Auditors' Report.............................. F-35
Statement of Operations for the Period from January 1,
1998 through June 9, 1998.............................. F-36
Statement of Stockholders' Equity for the Period from
January 1, 1998 through June 9, 1998................... F-37
Statement of Cash Flows for the Period from January 1,
1998 through June 9, 1998.............................. F-38
Notes to Financial Statements............................. F-39

TWR GROUP:
Independent Auditors' Report -- KPMG LLP.................. F-41
Independent Auditors' Report -- Jain & Jain, P.C.......... F-42
Combined Statements of Earnings for the Years Ended
December 31, 1997 and 1998 and for the period from
January 1, 1999 through October 31, 1999............... F-43
Combined Statements of Stockholder's Equity for the Years
Ended December 31, 1997 and 1998 and for the period
from January 1, 1999 through October 31, 1999.......... F-44
Combined Statements of Cash Flows for the Years Ended
December 31, 1997 and 1998 and for the period from
January 1, 1999 through October 31, 1999............... F-45
Notes to Combined Financial Statements.................... F-46

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY:
Independent Auditors' Report.............................. F-49
Consolidated Balance Sheet as of December 31, 1999........ F-50
Consolidated Statement of Operations for the Year Ended
December 31, 1999...................................... F-51
Consolidated Statement of Stockholders' Deficit for the
Year Ended December 31, 1999........................... F-52
Consolidated Statement of Cash Flows for the Year Ended
December 31, 1999...................................... F-53
Notes to Consolidated Financial Statements................ F-54
</TABLE>

F-1
<PAGE> 65

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEX TO FINANCIAL STATEMENTS -- (CONTINUED)
COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY
(CONTINUED):
Consolidated Balance Sheet as of March 31, 2000
(unaudited)............................................ F-59
Consolidated Statements of Operations for the Three-Month
Periods Ended March 31, 1999 and 2000 (unaudited)...... F-60
Consolidated Statements of Cash Flows for the Three-Month
Periods Ended March 31, 1999 and 2000 (unaudited)...... F-61
Notes to Unaudited Consolidated Financial Statements...... F-62

O2WIRELESS SOLUTIONS, INC.:
Pro Forma Condensed Combined Financial Information:
Pro Forma Condensed Combined Statement of Operations for
the Six-Month Period Ended June 30, 2000 (unaudited)... F-63
Pro Forma Condensed Combined Statement of Operations for
the Year Ended December 31, 1999 (unaudited)........... F-64
</TABLE>

F-2
<PAGE> 66

INDEPENDENT AUDITORS' REPORT

The Board of Directors
o2wireless Solutions, Inc.:

We have audited the accompanying consolidated balance sheets of o2wireless
Solutions, Inc. (formerly Clear Holdings, Inc.) and subsidiaries (the "Company")
as of December 31, 1998 and 1999, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
in the three-year period ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of o2wireless
Solutions, Inc. and subsidiaries as of December 31, 1998 and 1999 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles.

As discussed in note 1(j) to the consolidated financial statements, the
Company changed its method of accounting for organization costs in 1999.

/s/ KPMG LLP

Atlanta, Georgia
April 14, 2000, except
for note 17, as to which
the date is June 28, 2000

F-3
<PAGE> 67

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, PRO FORMA
------------------------- JUNE 30, JUNE 30, 2000
1998 1999 2000 (NOTE 1(U))
----------- ----------- ------------ --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 185,548 $ 893,342 $ 1,952,707 $ 1,952,707
Restricted cash............................................ -- 1,615,928 -- --
Accounts receivable:
Contract revenues receivable, net of allowance for
doubtful accounts of $105,770, $872,200 and $225,599 at
December 31, 1998 and 1999 and June 30, 2000,
respectively........................................... 4,746,974 19,878,962 23,009,632 23,009,632
Other receivables........................................ 32,565 305,654 318,111 318,111
----------- ----------- ------------ ------------
Total accounts receivable.............................. 4,779,539 20,184,616 23,327,743 23,327,743
----------- ----------- ------------ ------------
Costs and estimated earnings in excess of billings on
uncompleted contracts (note 3)........................... 2,094,943 5,704,100 13,248,236 13,248,236
Prepaid expenses........................................... 163,645 154,146 601,203 601,203
Inventories, net of obsolescence reserve of $321,243 at
December 31, 1999 and June 30, 2000...................... -- 1,081,143 1,489,436 1,489,436
Deferred income taxes (note 12)............................ -- 403,000 523,000 523,000
----------- ----------- ------------ ------------
Total current assets................................... 7,223,675 30,036,275 41,142,325 41,142,325
----------- ----------- ------------ ------------
Property and equipment, net of accumulated depreciation of
$744,462, $1,576,637, and $2,273,461 at December 31, 1998
and 1999 and June 30, 2000, respectively (notes 4, 6, and
7)......................................................... 2,152,171 5,001,859 4,804,375 4,804,375
Intangible assets, net (note 5)............................. 9,542,548 22,529,517 22,550,792 22,550,792
Deferred income taxes (note 12)............................. 111,000 1,339,000 897,000 897,000
Other assets................................................ 161,621 566,200 2,839,572 2,839,572
----------- ----------- ------------ ------------
$19,191,015 $59,472,851 $ 72,234,064 $ 72,234,064
=========== =========== ============ ============
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Affiliate notes payable, current portion (note 6).......... $ 400,000 $ 500,000 $ 2,051,070 $ 2,051,070
Current portion of other indebtedness (note 7)............. 842,531 1,072,476 2,086,693 2,086,693
Accounts payable........................................... 3,098,195 9,676,950 10,410,559 10,410,559
Accrued expenses........................................... 559,282 1,857,329 4,819,826 4,819,826
Accrued earn-out (note 2(c))............................... -- 4,000,000 -- --
Billings in excess of costs and estimated earnings on
uncompleted contracts (note 3)........................... 185,202 920,233 1,466,203 1,466,203
----------- ----------- ------------ ------------
Total current liabilities.............................. 5,085,210 18,026,988 20,834,351 20,834,351
----------- ----------- ------------ ------------
Affiliate notes payable, less current portion (note 6)...... 1,166,667 766,667 2,051,071 2,051,071
Other long-term indebtedness, less current portion (note
7)......................................................... 8,984,505 23,692,153 30,997,545 30,997,545
Common stock put warrants for 6,689,971 shares (notes 7(b)
and 11).................................................... -- 9,031,003 22,711,662 --
----------- ----------- ------------ ------------
Total liabilities...................................... 15,236,382 51,516,811 76,594,629 53,882,967
----------- ----------- ------------ ------------
Redeemable preferred stock:
Class A redeemable convertible preferred stock, $.01 par
value; 100,000 shares authorized; 50,000 shares, 56,817
shares and 57,669 shares issued and outstanding at
December 31, 1998 and 1999, and June 30, 2000,
respectively; redeemable at $100 per share (note 8)...... 4,875,046 5,299,903 5,424,181 --
Series C redeemable convertible preferred stock, no par
value; 75,000 shares authorized and 30,479 shares and
30,932 shares issued and outstanding at December 31, 1999
and June 30, 2000, respectively (note 10)................ -- 3,047,900 3,093,200 --
Series D senior redeemable preferred stock, no par value;
100,000 shares authorized and 75,000 shares and 79,180
shares issued and outstanding at December 31, 1999 and
June 30, 2000, respectively (note 11).................... -- 2,612,641 3,248,497 3,248,497
----------- ----------- ------------ ------------
4,875,046 10,960,444 11,765,878 3,248,497
----------- ----------- ------------ ------------
Stockholders' equity (deficit) -- (notes 14 and 15):
Serial preferred stock, no par value; 9,825,000 shares
authorized; no shares issued............................. -- -- -- --
Series B convertible preferred stock, $50 par value; 31,000
shares authorized, issued, and outstanding at December
31, 1998 (note 9)........................................ 1,550,000 -- -- --
Common stock, $.0001 par value; 15,000,000 shares
authorized; 2,712,717 shares, 2,712,917 shares, and
7,812,230 shares issued and outstanding at December 31,
1998 and 1999 and June 30, 2000, respectively;
100,000,000 shares authorized; 16,377,674 shares issued
and outstanding pro forma................................ 271 271 781 1,638
Additional paid-in capital................................. 3,477,487 3,260,951 4,720,004 35,948,190
Deferred stock compensation................................ -- -- (1,790,605) (1,790,605)
Accumulated deficit........................................ (5,948,171) (6,265,626) (19,056,623) (19,056,623)
----------- ----------- ------------ ------------
Total stockholders' deficit............................ (920,413) (3,004,404) (16,126,443) 15,102,600
Commitments and contingencies (notes 2, 8, 10, 11, and 13)
----------- ----------- ------------ ------------
$19,191,015 $59,472,851 $ 72,234,064 $ 72,234,064
=========== =========== ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 68

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX-MONTH
PERIODS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
--------------------------------------- ---------------------------
1997 1998 1999 1999 2000
----------- ----------- ----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues $ 6,003,086 $24,485,078 $48,630,800 $ 16,218,410 $ 57,242,957
----------- ----------- ----------- ------------ ------------
Operating expenses:
Cost of revenues............................ 5,078,466 19,722,764 35,918,902 12,878,227 40,437,324
Selling, general, and administrative
expenses.................................. 2,092,207 4,835,345 9,517,092 3,621,371 10,773,911
Depreciation and amortization............... 192,397 1,398,039 2,120,207 864,326 1,992,143
----------- ----------- ----------- ------------ ------------
Operating (loss) income................. (1,359,984) (1,471,070) 1,074,599 (1,145,514) 4,039,579
Other income (expense):
Interest income............................. 6,538 15,496 19,571 2,160 32,033
Interest expense............................ (243,149) (902,576) (2,342,808) (1,051,198) (2,437,738)
Increase in fair value of common stock put
warrants.................................. -- -- -- -- (13,680,659)
Other....................................... 91,098 -- 82,339 30,975 24,396
----------- ----------- ----------- ------------ ------------
Loss before income taxes, extraordinary
item, and cumulative effect of change
in accounting principle............... (1,505,497) (2,358,150) (1,166,299) (2,163,577) (12,022,389)
Income tax (benefit) expense (note 12)........ (145,054) 44,941 (1,225,942) -- 768,608
----------- ----------- ----------- ------------ ------------
(Loss) income before extraordinary item
and cumulative effect of change in
accounting principle.................. (1,360,443) (2,403,091) 59,643 (2,163,577) (12,790,997)
Extraordinary item -- loss on extinguishment
of indebtedness, net of income tax benefit
of $170,619 (notes 7 and 12)................ -- -- (255,918) -- --
----------- ----------- ----------- ------------ ------------
Loss before cumulative effect of change
in accounting principle............... (1,360,443) (2,403,091) (196,275) (2,163,577) (12,790,997)
Cumulative effect of changing from deferral of
organization costs to expensing costs as
incurred (note 1(j))........................ -- -- (121,180) (121,180) --
----------- ----------- ----------- ------------ ------------
Net loss................................ (1,360,443) (2,403,091) (317,455) (2,284,757) (12,790,997)
Preferred stock dividends and accretion of
discount on redeemable preferred stock...... (8,993) (413,157) (632,234) (208,117) (938,952)
----------- ----------- ----------- ------------ ------------
Net loss applicable to common
stockholders.......................... $(1,369,436) $(2,816,248) $ (949,689) $ (2,492,874) $(13,729,949)
=========== =========== =========== ============ ============
Net loss per common share (note 1(n)):
Basic and diluted:
Loss per share before extraordinary item
and accounting change................... $ (0.22) $ (0.40) (0.08) (0.33) (1.85)
Effect of extraordinary item.............. -- -- (0.03) -- --
Effect of accounting change............... -- -- (0.02) (0.02) --
----------- ----------- ----------- ------------ ------------
Basic and diluted loss per common share... $ (0.22) $ (0.40) $ (0.13) $ (0.35) $ (1.85)
=========== =========== =========== ============ ============
Weighted-average common shares outstanding
(note 1(n)):
Basic and diluted........................... 6,328,778 7,107,968 7,188,700 7,188,700 7,430,747
=========== =========== =========== ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 69

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
AND SIX-MONTH PERIOD ENDED JUNE 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
SERIES B TOTAL
CONVERTIBLE COMMON STOCK ADDITIONAL DEFERRED STOCKHOLDERS'
PREFERRED ------------------ PAID-IN STOCK ACCUMULATED EQUITY
STOCK SHARES AMOUNT CAPITAL COMPENSATION DEFICIT (DEFICIT)
----------- --------- ------ ---------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996..... $ -- 2,352,941 $235 $ 577,585 -- $ (2,184,637) $ (1,606,817)
Conversion of stockholder notes
payable........................ -- -- -- 1,628,753 -- -- 1,628,753
Purchase of ISDC (note 2(a))..... -- 306,572 31 1,398,550 -- -- 1,398,581
Accretion of discount on Class A
redeemable convertible
preferred stock................ -- -- -- (8,993) -- -- (8,993)
Net loss......................... -- -- -- -- -- (1,360,443) (1,360,443)
---------- --------- ---- ---------- ---------- ------------ ------------
Balance at December 31, 1997..... -- 2,659,513 266 3,595,895 -- (3,545,080) 51,081
Purchase of Comdev (note 2(b))... 1,550,000 -- -- -- -- -- 1,550,000
Conversion of stockholder notes
payable (note 6)............... -- 53,204 5 294,749 -- -- 294,754
Class A redeemable convertible
preferred stock dividend (note
8)............................. -- -- -- (335,000) -- -- (335,000)
Accretion of discount on Class A
redeemable convertible
preferred stock................ -- -- -- (78,157) -- -- (78,157)
Net loss......................... -- -- -- -- -- (2,403,091) (2,403,091)
---------- --------- ---- ---------- ---------- ------------ ------------
Balance at December 31, 1998..... 1,550,000 2,712,717 271 3,477,487 -- (5,948,171) (920,413)
Exercise of employee stock
options........................ -- 200 -- 602 -- -- 602
Class A redeemable convertible
preferred stock dividend (note
8)............................. -- -- -- (346,841) -- -- (346,841)
Conversion of Series B
convertible preferred stock to
notes payable (note 9)......... (1,550,000) -- -- -- -- -- (1,550,000)
Series C convertible preferred
stock dividend (note 10)....... -- -- -- (88,035) -- -- (88,035)
Accretion of discount on Class A
redeemable preferred stock..... -- -- -- (78,157) -- -- (78,157)
Accretion of discount on Series D
redeemable preferred stock..... -- -- -- (119,201) -- -- (119,201)
Issuance of warrants for loan
guarantees (note 15)........... -- -- -- 415,096 -- -- 415,096
Net loss......................... -- -- -- -- -- (317,455) (317,455)
---------- --------- ---- ---------- ---------- ------------ ------------
Balance at December 31, 1999..... -- 2,712,917 271 3,260,951 -- (6,265,626) (3,004,404)
Exercise of employee stock
options (unaudited)............ -- 419,899 42 478,486 -- -- 478,528
Exercise of warrants
(unaudited).................... -- 203,103 20 746 -- -- 766
Class A redeemable convertible
preferred stock dividends
(unaudited).................... -- -- -- (171,730) -- -- (171,730)
Series C convertible preferred
stock dividends (unaudited).... -- -- -- (92,117) -- -- (92,117)
Series D redeemable preferred
stock dividends (unaudited).... -- -- -- (418,171) -- -- (418,171)
Accretion of discount on Class A
redeemable preferred stock
(unaudited).................... -- -- -- (39,078) -- -- (39,078)
Accretion of discount on Series D
redeemable preferred stock
(unaudited).................... -- -- -- (217,856) -- -- (217,856)
Deferred stock compensation
related to stock option grants
(unaudited).................... -- -- -- 1,919,221 (1,919,221) -- --
Amortization of stock
compensation (unaudited)....... -- -- -- -- 128,616 -- 128,616
Net loss (unaudited)............. -- -- -- -- -- (12,790,997) (12,790,997)
2.65 for 1 stock split (note
17)............................ -- 4,476,311 448 (448) -- -- --
---------- --------- ---- ---------- ---------- ------------ ------------
Balance at June 30, 2000
(unaudited).................... $ -- 7,812,230 $781 $4,720,004 (1,790,605) $(19,056,623) $(16,126,443)
========== ========= ==== ========== ========== ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 70

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX-MONTH PERIODS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- --------------------------
1997 1998 1999 1999 2000
----------- ----------- ----------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(1,360,443) $(2,403,091) $ (317,455) $(2,284,757) $(12,790,997)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 192,397 1,398,039 2,120,207 864,326 1,992,143
Gain on fixed asset disposals........................... -- (1,683) -- -- --
Accretion of loan discount.............................. -- -- 93,917 -- 313,097
Amortization of deferred stock-based compensation....... -- -- -- -- 128,616
Increase in fair value of common stock put warrants..... -- -- -- -- 13,680,659
Deferred income tax (benefit) expense................... (111,614) -- (1,238,767) -- 322,000
Extraordinary loss -- write-off of loan costs........... -- -- 255,918 -- --
Noncash interest expense relating to warrant
issuances............................................. -- -- 415,096 138,364 --
Write off of organization costs......................... -- -- 121,180 121,180 --
Changes in operating assets and liabilities:
Accounts receivable................................... (749,900) (1,077,268) (9,852,515) (1,683,859) (1,617,305)
Costs and estimated earnings in excess of billings on
uncompleted contracts............................... 695,590 (961,771) (3,015,626) (1,241,961) (7,544,136)
Inventories........................................... -- -- 21,070 -- (408,293)
Prepaid expenses...................................... 117,964 (26,481) (91,616) (364,204) (436,413)
Organization costs.................................... (25,160) (130,271) -- -- --
Other assets.......................................... (98,679) (53,553) (64,345) (14,553) (2,271,099)
Accounts payable...................................... 739,606 1,175,321 4,490,144 880,062 690,637
Accrued expenses...................................... (408,280) (338,739) 111,757 1,323,323 2,874,201
Billings in excess of costs and estimated earnings on
uncompleted contracts............................... 939,848 (932,068) 715,231 281,976 545,970
----------- ----------- ----------- ----------- ------------
Net cash used in operating activities............... (68,671) (3,351,565) (6,235,804) (1,980,103) (4,520,920)
----------- ----------- ----------- ----------- ------------
Cash flows used in investing activities:
Purchases of property and equipment....................... (87,379) (464,978) (1,469,329) (690,032) (473,134)
Proceeds on fixed asset disposals......................... -- 19,914 -- -- --
Acquisition of Minerich and ISDC, net of $411,395 cash
acquired................................................ (4,315,410) (104,602) -- -- --
Acquisition of Comdev, net of $291,945 cash acquired...... -- (3,365,438) -- -- --
Acquisition of Cell Tech, net of $709,862 cash acquired... -- -- (974,686) (974,686) (400,000)
Acquisition of TWR Group, net of $1,353,533 cash
acquired................................................ -- -- (8,735,288) -- (94,893)
Purchase of MTG, net of $144,410 cash acquired............ -- -- (124,317) -- --
Acquisition of CCS, net of $246,763 cash acquired......... -- -- -- -- (2,003,237)
Acquisition of uncompleted contracts...................... -- -- -- -- (150,000)
----------- ----------- ----------- ----------- ------------
Net cash used in investing activities............... (4,402,789) (3,915,104) (11,303,620) (1,664,718) (3,121,264)
----------- ----------- ----------- ----------- ------------
Cash flows from financing activities:
Restricted cash held in escrow............................ -- -- (1,615,928) -- 1,615,928
Issuance of Class A redeemable convertible preferred
stock................................................... 4,452,896 -- -- -- --
Repayment of notes payable converted from Series B
preferred stock......................................... -- -- (1,550,000) -- --
Issuance of Series C convertible preferred stock.......... -- -- 2,960,700 1,517,800 --
Issuance of Series D senior redeemable preferred stock and
warrants................................................ -- -- 7,197,316 -- --
Preferred stock dividends................................. -- -- (976) -- (133,518)
Exercise of stock options and warrants.................... -- -- 602 -- 479,294
Proceeds from (repayment of) various notes payable, net... 609,678 (2,603,121) (4,433,555) (116,954) 669,740
Proceeds from (repayment of) Fleet Facility, net.......... -- 9,262,500 (9,750,000) -- --
Proceeds from borrowings under Wachovia Facility.......... -- -- 15,242,367 2,304,836 6,070,105
Issuance of Tranche A notes and warrants.................. -- -- 13,000,000 -- --
Payment of loan costs for refinancing..................... -- -- (2,803,308) -- --
----------- ----------- ----------- ----------- ------------
Net cash provided by financing activities........... 5,062,574 6,659,379 18,247,218 3,705,682 8,701,549
----------- ----------- ----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents....................................... 591,114 (607,290) 707,794 60,861 1,059,365
Cash and cash equivalents at beginning of period........... 201,724 792,838 185,548 185,548 893,342
----------- ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period................. $ 792,838 $ 185,548 $ 893,342 $ 246,409 $ 1,952,707
=========== =========== =========== =========== ============
Supplemental disclosure of cash flow information -- cash
paid during the period for interest....................... $ 216,328 $ 716,993 $ 2,066,292 $ 736,503 $ 2,303,026
=========== =========== =========== =========== ============
Noncash investing and financing activities:
Conversion of stockholder notes to additional paid-in
capital................................................. $ -- $ 294,754 $ -- $ -- --
=========== =========== =========== =========== ============
Conversion of Series B preferred stock to notes payable... $ -- $ -- $ 1,550,000 $ -- $ --
=========== =========== =========== =========== ============
</TABLE>

See accompanying notes to consolidated financial statements.
F-7
<PAGE> 71

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO JUNE 30, 2000 AND THE SIX-MONTH PERIODS ENDED
JUNE 30, 1999 AND 2000 IS UNAUDITED.)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) ORGANIZATION AND BASIS OF PRESENTATION

o2wireless Solutions, Inc. (formerly Clear Holdings, Inc.) -- (the
"Company") is headquartered in Atlanta, Georgia. On November 12, 1997, Clear
Communications Group, Inc. was merged into American Communications Group, Inc.
("ACCI"), an affiliated company under common control, and ACCI changed its name
to Clear Communications Group, Inc. ("Clear Group"). The combination of these
entities was accounted for as a transaction between entities under common
control using historical costs in a manner similar to a pooling of interests.

On November 20, 1997, Clear Group acquired all of the outstanding stock of
ISDC, Inc. ("ISDC") in a purchase transaction, and substantially all the assets
and liabilities of the construction division of Minerich, Inc. ("Minerich").

On June 9, 1998, Clear Group acquired all of the outstanding stock of
Communications Development Systems, Inc. ("Comdev") in a purchase transaction.

On July 10, 1998, Clear Group became a wholly owned subsidiary of Clear
Holdings, Inc., a newly formed company, pursuant to a one-for-one exchange of
shares of Company common stock for each of the outstanding shares of Clear
Group's common stock. The combination of these entities was accounted for as a
transaction between entities under common control using historical costs in a
manner similar to a pooling of interests.

On January 15, 1999, the Company acquired all of the outstanding stock of
Cellular Technology International, Inc. ("Cell Tech") in a purchase transaction.

On November 1, 1999, the Company acquired all of the outstanding stock of
TWR Telecom, Inc. ("TTI"), and its subsidiaries, and Specialty Drilling, Inc.
("SDI"), collectively ("TWR Group"), in a purchase transaction. Also on this
date, the Company purchased substantially all of the assets and liabilities of
McKenzie Telecommunications Group, Inc. ("MTG").

In May 2000, Clear Holdings, Inc. changed its name to o2wireless Solutions,
Inc.

The financial information as of June 30, 2000 and for the six-month periods
ended June 30, 1999 and 2000 is unaudited. In the opinion of management, these
unaudited consolidated financial statements include all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of the
results of operations for the interim periods presented. Interim operating
results are not necessarily indicative of operating results for the entire year.

(B) DESCRIPTION OF BUSINESS

The Company provides comprehensive integrated network solutions to all
sectors of the global wireless telecommunications industry that enables its
customers to plan, design, deploy, and maintain their wireless networks. It also
offers business planning and consulting services to wireless telecommunications
industry participants.

The consolidated financial statements include the financial statements of
o2wireless Solutions, Inc. and its wholly owned subsidiaries, ISDC, Clear Group,
Comdev, Cell Tech, TWR Telecom, Inc., and Specialty Drilling, Inc. from the
respective dates of acquisition. All significant intercompany balances and
transactions have been eliminated in consolidation.

F-8
<PAGE> 72
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(D) CONTRACT REVENUE AND COST RECOGNITION

Revenue on time and materials contracts is recognized as services are
rendered.

Revenue on fixed price contracts is recognized on the
percentage-of-completion method based on the ratio of costs incurred to date to
estimated total costs to complete the contracts. These estimates are reviewed on
a contract-by-contract basis, and are revised periodically throughout the life
of the contract such that adjustments to the results of operations relating to
these revisions are reflected in the period of revision. Contract costs include
all direct material and labor costs and those indirect costs related to contract
performance. Selling, general, and administrative costs are charged to expense
as incurred. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.

Costs and estimated earnings in excess of billings on uncompleted contracts
represents revenues recognized in excess of amounts billed. Billings in excess
of costs and estimated earnings on uncompleted contracts represents billings in
excess of revenues recognized.

(E) CASH EQUIVALENTS

The Company considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

(F) INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
using the average cost method for all inventories. The inventories are primarily
composed of raw materials for use in the manufacture of tower lighting systems.

(G) PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets. Significant
additions which extend lives are capitalized. Normal maintenance and repair
costs are expensed as incurred.

(H) GOODWILL

Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over 10 years, the
expected period of benefit. The Company assesses the recoverability of this
intangible asset by determining whether the amortization of the goodwill balance
over its remaining life can be recovered through undiscounted future operating
cash flows of the acquired operation. The amount of goodwill impairment, if any,
is measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds. The assessment of
the recoverability of goodwill will be impacted if estimated future operating
cash flows are not achieved.

(I) OTHER INTANGIBLE ASSETS

Other intangible assets represent organization costs and wireless tower
design rights, which are amortized on a straight-line basis primarily over five
years, and loan financing costs, which are amortized over the terms of the
related debt agreements as an adjustment to interest cost.

F-9
<PAGE> 73
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(J) ORGANIZATION COSTS

Effective January 1, 1999, the Company adopted the American Institute of
Certified Public Accountants Statement of Position 98-5, Reporting on the Costs
of Start-up Activities ("SOP 98-5"), which requires that start-up costs be
expensed as incurred.

Adoption of SOP 98-5 required the write-off of $121,180 related to
previously capitalized and unamortized organization costs.

(K) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amounts of the assets exceed the fair values of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

(L) INCOME TAXES

The Company uses the asset and liability method to account for income
taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(M) STOCK OPTION PLANS

The Company accounts for its stock option plans in accordance with the
provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation ("SFAS No. 123"). SFAS No. 123 encourages companies
to recognize as expense over the vesting period the fair value of all
stock-based awards on the grant date. Alternatively, SFAS No. 123 allows
entities to apply the provisions of Accounting Principles Board Opinion No. 25
Accounting for Stock Issued to Employees, ("APB No. 25") and provide pro forma
net earnings and pro forma earnings per share disclosures as if the
fair-value-based method defined in SFAS No. 123 had been applied. In accordance
with APB No. 25, and related interpretations, compensation expense is recorded
only to the extent that the market price of the underlying stock at the date of
grant exceeds the exercise price. The Company has elected to apply the
provisions of APB No. 25 and provide the pro forma disclosures required by SFAS
No. 123.

(N) EARNINGS (LOSS) PER SHARE

The Company calculates earnings (loss) per share in accordance with SFAS
No. 128, Earnings Per Share. Under SFAS No. 128, basic earnings (loss) per share
is determined by dividing net earnings (loss) applicable to common stockholders
by the weighted average common shares outstanding during the period. Diluted
earnings (loss) per share reflects the effects of potentially dilutive
securities and other common stock equivalents. Due to losses applicable to
common
F-10
<PAGE> 74
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
stockholders, potentially dilutive securities and other common stock equivalents
are not included in the computation of diluted per share amounts as the effects
would be anti-dilutive. Potential shares of common stock excluded from the
computation of diluted per share amounts because their effects would be
anti-dilutive approximated 4,454,000, 4,656,000, 17,452,000, 8,104,000 and
16,994,000 for the years ended December 31, 1997, 1998, and 1999 and the
six-month periods ended June 30, 1999 and 2000, respectively.

(O) COMMON STOCK PUT WARRANTS

Common stock put warrants issued by the Company allow the holders to sell
back to the Company at fair value any stock purchased under the warrants at
various dates in accordance with the respective agreements. Accordingly, the
warrants are considered liabilities and are recorded at fair value in the
accompanying consolidated balance sheets. The fair value of the warrants was
determined using the Black-Scholes pricing model. Any changes in fair value
during the period are recorded as components of the results of operations.

(P) USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities as of the balance sheet date and revenues and
expenses during the reporting period to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(Q) COMPREHENSIVE INCOME

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income or
loss and its components in a full set of financial statements. Comprehensive
income or loss consists of net income or loss and all other gains and losses
that are excluded from net income by current accounting standards, and is
presented in the statement of stockholders' equity. SFAS No. 130 requires only
additional disclosures in the financial statements and does not affect the
Company's financial position or results of operations. The Company has no
"other" comprehensive income or loss to report for the years ended December 31,
1997, 1998, or 1999, or for the six-month periods ended June 30, 1999 and 2000.

(R) FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, Disclosure About Fair Value of Financial Instruments,
requires that fair values be disclosed for the Company's financial instruments.
The carrying amounts of cash, accounts receivable, accounts payable and accrued
expenses, approximate fair value due to the short-term nature of these
instruments. The carrying amounts reported for the Company's line of credit and
notes payable to banks approximate their fair value because the underlying
instruments earn interest at rates and terms comparable to current terms offered
to the Company for instruments of similar risk. The fair values of affiliate
notes payable and senior subordinated notes payable are not estimable due to
their related party nature.

F-11
<PAGE> 75
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(S) SEGMENT REPORTING

SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, establishes annual and interim reporting standards for an
enterprise's operating segments and related disclosures about its products,
services, geographic areas, and major customers. An operating segment is defined
as a component of an enterprise that engages in business activities from which
it may earn revenues and incur expenses, and about which separate financial
information is regularly evaluated by the chief operating decision maker in
deciding how to allocate resources. The Company operates and manages its
business as a single segment.

(T) NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. In June 1999, the FASB issued SFAS No.
137, which postpones the mandatory adoption date of SFAS No. 133 by the Company
until January 1, 2001.

SFAS No. 133 requires that all derivatives be recognized on the balance
sheet at their fair value. On the date the derivative contract is entered into,
SFAS No. 133 requires that the Company designate the derivative as (i) a fair
value hedge, (ii) a cash flow hedge, (iii) a foreign currency hedge, (iv) a net
investment in a foreign operation, or (v) a trading instrument. The Company has
entered into an interest rate swap agreement which it classifies as a cash flow
hedge. The Company does not have any other derivative instruments and does not
expect that its adoption of SFAS No. 133 on January 1, 2001 will have a
significant effect on its consolidated financial position or results of
operations.

In March 2000, the FASB issued FASB Interpretation No. 44, Accounting for
Certain Transactions involving Stock Compensation ("FIN No. 44"). FIN No. 44
clarifies the application of APB No. 25, Accounting for Stock Issued to
Employees, to certain areas of stock based compensation. Among other issues, FIN
No. 44 clarifies the accounting consequences of a modification to the terms of a
fixed stock option award. FIN No. 44 is effective July 1, 2000 but covers
specific events, such as option repricing, which occurred after either December
15, 1998 or January 12, 2000.

During 1999, the Company repriced certain employee incentive stock options.
If these options are still outstanding as of July 1, 2000, such options will be
subject to variable accounting treatment, with any excess of the market value of
the shares underlying the options over the exercise price of the options
reflected as compensation expense in the statement of operations. The Company
expects that most or all of these repriced options will be exercised before July
1, 2000, and consequently will not require accounting as modified options under
FIN No. 44.

(U) PRO FORMA INFORMATION (UNAUDITED)

The pro forma June 30, 2000 (unaudited) information assumes the Class A
redeemable convertible preferred stock and the Series C redeemable convertible
preferred stock convert automatically into 8,565,444 shares of common stock and
the put provisions of the common stock put warrants expire upon completion of an
initial public offering of the Company's common stock on June 30, 2000,
resulting in a net increase in stockholders' equity of $31,229,043.

F-12
<PAGE> 76
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(V) RECLASSIFICATIONS

Certain amounts in the 1997 and 1998 consolidated financial statements have
been reclassified to conform with the presentation adopted in 1999.

2. ACQUISITIONS

(a) On November 20, 1997, Clear Group issued 812,416 shares of its common
stock at a price of $1.722 (the original conversion price of the Class A Stock)
for a purchase price of $1,398,581 in exchange for all of the outstanding shares
of ISDC. The Company also incurred $96,626 in acquisition costs. ISDC, located
in Frederick, Maryland, provides engineering, project management, and
construction services for wireless communications site development. The excess
of purchase price over the fair value of the net assets acquired was $1,630,618
and has been recorded as goodwill. Pursuant to the merger agreement, notes
payable totaling $618,848 at November 20, 1997 assumed from ISDC in connection
with the purchase were satisfied in full on September 15, 1998.

Also on November 20, 1997, Clear Group acquired substantially all the
assets and liabilities of Minerich for a total purchase price of $6,734,781. The
purchase price consisted of $4,657,673 in cash, a $2,000,000 note payable to
Minerich, Inc. (note 6) and $77,108 in acquisition costs. Minerich, located in
Richmond, Kentucky, provides engineering, project management, and construction
services for wireless communications site development. The assets acquired
included wireless tower design rights valued at $750,000. The excess of purchase
price over the fair value of the net assets acquired was $2,614,446 and has been
recorded as goodwill.

The acquisitions of ISDC and Minerich have been accounted for under the
purchase method of accounting and, accordingly, the results of operations were
recorded from the date of acquisition. The fair values of the assets purchased
and the liabilities assumed by Clear Group are set forth below:

<TABLE>
<S> <C>
Current assets.............................................. $ 4,157,607
Property and equipment...................................... 1,968,352
Intangibles................................................. 750,000
Goodwill.................................................... 4,245,064
Liabilities assumed......................................... (2,891,035)
-----------
Purchase price of ISDC and Minerich......................... $ 8,229,988
===========
</TABLE>

(b) On June 9, 1998, the Company purchased all of the issued and
outstanding shares of Comdev for a total purchase price of $5,207,383. The
purchase price consisted of $3,510,000 in cash, $1,550,000 in Series B
convertible preferred stock (note 9) and $147,383 in acquisition costs. Comdev,
located in West Caldwell, New Jersey, provides project management and
construction services for wireless communications site development. The excess
of purchase price over the fair value of the net assets acquired was $4,879,650
and has been recorded as goodwill.

The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations were recorded from the
date of acquisition.

F-13
<PAGE> 77
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS -- (CONTINUED)
The fair values of the assets purchased and the liabilities assumed by the
Company are set forth below:

<TABLE>
<S> <C>
Current assets.............................................. $ 962,786
Property and equipment...................................... 119,930
Goodwill.................................................... 4,879,650
Liabilities assumed......................................... (754,983)
----------
Purchase price of Comdev.................................... $5,207,383
==========
</TABLE>

(c) On January 15, 1999, the Company purchased all of the issued and
outstanding shares of Cell Tech, a Charlotte, North Carolina based company, for
a total initial purchase price of $1,684,548. The initial purchase price
consisted of $1,386,000 in cash and $298,548 of acquisition costs. An earn-out
payment of up to $5,000,000, subject to certain adjustments as defined in the
purchase agreement, is required. The form of the earn-out payment may be in
publicly traded equity securities of the Company if the Company has registered
any class of its securities under the Securities Exchange Act of 1934 ("a Going
Public Event"); or cash payments of up to $500,000 with any excess to be paid in
the form of a promissory note. The Company has accrued an additional $4,000,000
of goodwill for this earn-out payment as of December 31, 1999, based on
management's estimate of the amount to be paid. Any future earn-out payment will
be recorded as additional goodwill and amortized over the remaining life. On May
24, 2000 the Company paid $400,000 in cash and issued a promissory note in the
amount of $4,102,141 to the sellers in settlement of the earn-out. The note
bears interest at the prime rate and is payable in eight equal quarterly
installments plus interest beginning on July 1, 2000.

The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations have been included since
January 1, 1999.

The fair values of the assets purchased and the liabilities assumed by the
Company are set forth below:

<TABLE>
<S> <C>
Current assets.............................................. $2,213,251
Property and equipment...................................... 44,881
Initial goodwill............................................ 176,512
Liabilities assumed......................................... (750,096)
----------
Initial purchase price of Cell Tech......................... $1,684,548
==========
</TABLE>

(d) On November 1, 1999, the Company purchased all of the issued and
outstanding shares of TWR Group, a Houston, a group of Texas based companies,
for an initial purchase price of $10,088,821. The initial purchase price
consisted of $9,907,829 in cash and $180,992 of acquisition costs. An earn-out
payment of up to $3,300,000 may be required based on the excess of EBITDA of the
TWR Group, over $3,500,000, if any, for the fiscal year ended December 31, 1999.
The Company continues to negotiate with the seller and is currently unable to
estimate the amount of earn-out, if any, that will be paid.

An additional payment of up to $2,300,000 is payable on January 1, 2001,
subject to a right to offset by the Company in the event of any indemnification
claims allowed under the purchase agreement. Any such amount shall be paid
one-third in cash and two-thirds in publicly traded equity securities of the
Company if the Company has a "Going Public Event". In the event no Going Public
Event has occurred, the payment shall be in secured subordinated convertible
promissory notes.

F-14
<PAGE> 78
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS -- (CONTINUED)
The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations have been included since
November 1, 1999.

All future earn-out and additional payments, if any, will be recorded as
additional goodwill and amortized over the remaining life.

The purchase price was allocated to the assets purchased and the
liabilities assumed based upon the fair values determined by the Company as set
forth below:

<TABLE>
<S> <C>
Current assets.............................................. $ 7,262,993
Property and equipment...................................... 2,157,105
Initial goodwill............................................ 6,286,009
Liabilities assumed......................................... (5,617,286)
-----------
Purchase price of TWR Group................................. $10,088,821
===========
</TABLE>

(e) Also on November 1, 1999, the Company purchased substantially all of
the assets and liabilities of MTG, a Phoenix, Arizona company, for an initial
purchase price of $268,727. The initial purchase price consisted of $200,000 in
cash, and $68,727 of acquisition costs. An earn-out payment based on the excess
of fiscal year 2000 EBITDA over a predetermined amount is payable the first year
following closing. The earn-out is payable in publicly traded equity securities
of the Company or, in the event no Going Public Event has occurred, in common
stock of the Company or by issuance of an unsecured subordinated promissory note
at the election of the Company.

The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations have been included since
November 1, 1999.

Any future payments will be recorded as additional goodwill and amortized
over the remaining life.

The purchase price was allocated to the assets purchased and the
liabilities assumed based upon the fair values determined by the Company as set
forth below:

<TABLE>
<S> <C>
Current assets.............................................. $ 440,600
Property and equipment...................................... 10,548
Initial goodwill............................................ 1,556,889
Liabilities assumed......................................... (1,739,310)
-----------
Purchase price of MTG....................................... $ 268,727
===========
</TABLE>

(f) Unaudited pro forma results of operations (in thousands, except per
share data) for the years ended December 31, 1998 and 1999, assuming the 1998
and 1999 acquisitions occurred as of January 1, 1998 are as follows:

<TABLE>
<CAPTION>
1998 1999
------- -------
<S> <C> <C>
Revenues.................................................... $59,522 $70,238
Loss before extraordinary item and cumulative effect of
change in accounting principle applicable to common
stockholders.............................................. (4,700) (2,669)
Net loss applicable to common stockholders.................. (4,700) (3,046)
Net loss per share applicable to common stockholders........ $ (0.72) $ (0.42)
======= =======
</TABLE>

F-15
<PAGE> 79
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. CONTRACTS IN PROGRESS

The Company's costs, earnings, and billings on uncompleted contracts at
December 31, 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
1998 1999
----------- ------------
<S> <C> <C>
Costs incurred on uncompleted contracts..................... $ 7,528,412 $ 21,806,333
Estimated earnings.......................................... 2,967,286 6,030,488
Less billings to date....................................... (8,585,957) (23,052,954)
----------- ------------
Total.................................................. $ 1,909,741 $ 4,783,867
=========== ============
Included in the accompanying balance sheets:
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. $ 2,094,943 $ 5,704,100
Billings in excess of costs and estimated earnings on
uncompleted contracts.................................. (185,202) (920,233)
----------- ------------
Total.................................................. $ 1,909,741 $ 4,783,867
=========== ============
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1998 and
1999:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
IN YEARS 1998 1999
------------ ---------- -----------
<S> <C> <C> <C>
Land................................................... -- $ 55,100 $ 117,100
Buildings.............................................. 40 319,814 634,541
Leasehold improvements................................. 4 - 5 15,542 110,316
Vehicles............................................... 3 - 7 1,211,648 2,434,458
Furniture, fixtures, and equipment..................... 3 - 10 1,294,529 3,282,081
---------- -----------
Total property and equipment......................... 2,896,633 6,578,496
Less accumulated depreciation.......................... (744,462) (1,576,637)
---------- -----------
Net property and equipment........................... $2,152,171 $ 5,001,859
========== ===========
</TABLE>

5. INTANGIBLE ASSETS

Intangible assets at December 31, 1998 and 1999 consist of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
IN YEARS 1998 1999
------------ ---------- -----------
<S> <C> <C> <C>
Goodwill, net of accumulated amortization of $703,863
and $1,769,506 for 1998 and 1999, respectively....... 10 $8,420,851 $19,374,618
Tower design rights, net of accumulated amortization of
$176,020 and $312,500 for 1998 and 1999,
respectively......................................... 5 573,980 437,500
Organization costs, net of accumulated amortization of
$34,251 for 1998..................................... 5 121,180 --
Loan costs, net of accumulated amortization of $60,963
and $85,909 for 1998 and 1999, respectively.......... 5 - 6 426,537 2,717,399
---------- -----------
$9,542,548 $22,529,517
========== ===========
</TABLE>

F-16
<PAGE> 80
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. AFFILIATE NOTES PAYABLE

Affiliate notes payable consist of the following at December 31, 1998 and
1999:

<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Note payable to Minerich, Inc., resulting from the
acquisition of Minerich (note 2). The note, which bears
interest at the prime rate (8.25% at December 31, 1999),
is payable in 60 monthly principal payments of $33,333
plus interest, beginning on January 1, 1998. Principal and
interest due under the note may be reduced or deferred for
certain tax obligations of Minerich paid by the Company
pursuant to the Minerich purchase agreement. The note is
secured by certain equipment purchased from Minerich...... $1,566,667 $1,266,667
Less current portion........................................ 400,000 500,000
---------- ----------
Total noncurrent portion.................................. $1,166,667 $ 766,667
========== ==========
</TABLE>

Required principal repayments on the affiliate notes payable are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
2000........................................................ $ 500,000
2001........................................................ 400,000
2002........................................................ 366,667
----------
$1,266,667
==========
</TABLE>

On August 28, 1998, a $125,747 note payable to RJB Management Company,
Inc., an affiliated company, and three notes totaling $493,101 payable to former
ISDC stockholders were retired through the execution of individual Satisfaction
and Release Agreements (the "Agreements") and converted to cash and common stock
in the Company. The balances of the notes payable to the affiliated company and
the three stockholders at conversion were $101,371 and $399,679, respectively. A
cash payment of $101,371 was made to RJB Management Company, Inc. to repay this
indebtedness. A cash payment of $104,925 was made and 140,991 shares of $.0001
par value common stock valued at $294,754 were issued to the three stockholders
under the terms of their Agreements.

7. OTHER LONG-TERM INDEBTEDNESS

The Company's long-term indebtedness at December 31, 1998 and 1999 is
comprised of the following:

<TABLE>
<CAPTION>
1998 1999
---------- -----------
<S> <C> <C>
Bank revolving lines of credit.............................. $9,750,000 $ 4,742,367
Bank term loan.............................................. -- 10,500,000
Senior subordinated notes, net of discount of $4,233,210.... -- 8,766,790
Notes payable on vehicle and equipment purchases............ 77,036 755,472
---------- -----------
Total long-term debt...................................... 9,827,036 24,764,629
Less current portion of long-term debt...................... (842,531) (1,072,476)
---------- -----------
Long-term indebtedness.................................... $8,984,505 $23,692,153
========== ===========
</TABLE>

F-17
<PAGE> 81
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. OTHER LONG-TERM INDEBTEDNESS -- (CONTINUED)
(A) BANK CREDIT FACILITIES

On November 1, 1999, the Company completed a refinancing of its credit
facilities and replaced its previous $25 million facility from Fleet National
Bank (the "Fleet Facility") with a $25 million facility from Wachovia Bank N.A.
(the "Wachovia Facility"). The Fleet Facility was composed of a $10 million
revolving working capital facility and a $15 million build-to-suit facility with
interest rates based on the greater of the prime rate, the federal funds rate,
or LIBOR, plus an applicable margin ranging from 1.25% to 3.75% depending on
certain financial ratios, as defined. The outstanding balance at December 31,
1998 under the Fleet Facility was $9,750,000. The weighted-average interest rate
was 9.7% at December 31, 1998. A loss of $426,537 was realized in 1999 upon
extinguishment of this indebtedness.

The Wachovia Facility is composed of the following: (a) a $10,500,000 term
loan; (b) an $11,500,000 revolving working capital facility; and (c) a
$3,000,000 acquisition loan facility. The term loan is repayable over 57
installments with any remaining unpaid principal or interest due on the final
installment. At December 31, 1999, $4,742,367 was outstanding under the
revolving working capital facility. All loans are payable in full on November 1,
2004. The terms of the credit agreement require specified levels of
profitability and debt-to-net worth ratios. In addition, the covenants limit the
Company's ability to sell its assets or merge with or acquire other businesses.
The covenants also limit capital expenditures and prohibit the Company from
paying dividends on its common stock or incurring additional indebtedness. As of
December 31, 1999, the interest rate for the loans was based on LIBOR plus a
margin of 3%. The weighted average interest rate at December 31, 1999 was 8.82%.

(B) SENIOR SUBORDINATED NOTES

On November 1, 1999, the Company executed an agreement with American
Capital Strategies, Ltd. ("ACS") to issue up to $17,500,000 in senior
subordinated notes, designated as $13,000,000 Tranche A notes (the "Notes") and
$4,500,000 Tranche B notes. The Company issued $13,000,000 of Tranche A notes at
closing. All Notes bear interest at a fixed rate of 12.75% per annum and require
compliance with certain financial covenants. Repayment of principal commences on
December 1, 2004 at $1,083,333 per month with payment in full for all
outstanding principal and interest due on October 31, 2005.

In connection with the issuance of the Tranche A notes, ACS received
warrants to purchase 2,736,821 shares of common stock (the "Warrants") with an
exercise price of $.0038. The Warrants were valued in total at $4,327,127 using
the Black-Scholes pricing model based on an estimated fair value of $1.74 per
common share and have been recorded as a discount from the face value of the
Notes. The discount of $4,327,127 will be accreted during the term of the Notes
as additional interest expense. The Company recorded approximately $94,000 in
related interest expense during 1999.

The Warrants have certain anti-dilution rights and allow the holder to
purchase the Company's common stock over a period of 10 years from the date of
closing. Additional warrants may be issued in connection with any Tranche B
notes.

The Warrants also contain a put option enabling ACS to sell the outstanding
Warrants and any converted common stock back to the Company at fair value at the
earliest of (a) the date five years from November 1, 1999; (b) the date of
payment in full of all outstanding principal, interest, and fees of the Notes;
(c) sale or major change in control (as defined), of the Company or its material
assets; (d) a material event of default under the Notes; or (e) the redemption
of the Class A Stock,

F-18
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. OTHER LONG-TERM INDEBTEDNESS -- (CONTINUED)
Series C Stock, or Series D Stock. The put provisions of the common stock put
warrants expire upon completion of an initial public offering of the Company's
common stock.

In addition to the credit facilities and affiliate notes payable, the
Company also has various notes payable arising from vehicle and equipment
purchases. These notes bear interest at varying rates, require monthly
installments of principal and interest, and are secured by vehicles and
equipment.

The aggregate maturities of the Company's long-term indebtedness are as
follows:

<TABLE>
<CAPTION>
NOTES REVOLVING LINE TRANCHE A
YEAR ENDING DECEMBER 31, PAYABLE TERM LOAN OF CREDIT NOTES TOTAL
------------------------ -------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
2000.......................... $155,076 $ 917,400 $ -- $ -- $ 1,072,476
2001.......................... 129,439 1,916,737 -- -- 2,046,176
2002.......................... 379,245 2,458,330 -- -- 2,837,575
2003.......................... 43,540 2,499,996 -- -- 2,543,536
2004.......................... 48,172 2,707,537 4,742,367 1,083,333 8,581,409
Thereafter.................... -- -- -- 11,916,667 11,916,667
Less unamortized discount..... -- -- -- (4,233,210) (4,233,210)
-------- ----------- ---------- ----------- -----------
Total....................... $755,472 $10,500,000 $4,742,367 $ 8,766,790 $24,764,629
======== =========== ========== =========== ===========
</TABLE>

8. CLASS A REDEEMABLE CONVERTIBLE PREFERRED STOCK

On November 19, 1997, the Company issued 50,000 shares of Redeemable Class
A Convertible Preferred Stock ("Class A Stock") in a private placement for total
proceeds of $5 million. The Class A Stock accrues dividends at the rate of $6
per share per year. The dividends are payable quarterly beginning January 2,
1998 either in cash or, at the election of the Board of Directors, in shares of
Class A Stock valued at $100 per share. Prior to November 19, 1999, the Board of
Directors may elect to accrue, rather than pay the dividends. Unpaid dividends
accrue interest at the rate of 6% per year and are cumulative. Subsequent to
November 19, 1999, any dividend not paid in cash on the dividend payment date
must be paid in shares of Class A Stock. Furthermore, the Company is restricted
from either paying cash dividends on the Company's common stock or purchasing
and redeeming the Company's common stock until all unpaid dividends on the Class
A Stock are paid. Dividends accumulated but not declared as of December 31, 1998
totaled approximately $335,000.

During 1999, the Company had incurred a total of $681,841 in accumulated
unpaid dividends which was converted to 6,817 shares of Class A Stock with the
remaining balance of $141 paid in cash.

Initially, at the option of the holder, each share of Class A Stock was
convertible into shares of the Company's common stock at a conversion rate equal
to the number of shares of Class A Stock surrendered multiplied by $100 and
divided by $1.7215. During May 1999, in accordance with the original investment
agreement, the conversion rate of $1.7215 was decreased to $1.0344 based on
Management's estimate of the fair value of the Company's common stock at that
time. Additionally, the Class A Stock will automatically convert upon an initial
public offering involving the sale of the Company's common stock at a price of
not less than 2.5 times the conversion price in effect at that time, and in
which gross proceeds of the offering, as defined, are at least $15 million.

F-19
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. CLASS A REDEEMABLE CONVERTIBLE PREFERRED STOCK -- (CONTINUED)
The holders may redeem the Class A Stock for cash at any time after
November 19, 2004, or earlier upon the occurrence of certain significant events,
at a redemption price of $100 per share plus all accrued dividends and unpaid
interest to the date of payment. If certain significant corporate events have
not occurred as of November 19, 2003, the holders have the option to put the
Class A Stock to the Company at fair value as determined by an independent
appraisal.

The holders of the Class A Stock are entitled to vote, on the basis of one
vote for each full share of common stock into which their respective shares of
Class A stock are convertible, on any matter submitted to the stockholders for a
vote.

9. SERIES B CONVERTIBLE PREFERRED STOCK

The Company authorized 31,000 shares of Series B Convertible Preferred
Stock ("Series B Stock") with a total value of $1,550,000 for issuance in the
purchase of Comdev on June 9, 1998.

On June 3, 1999, the Company elected to convert the Series B Stock to
promissory notes in the principal amounts of $581,250 and $968,750, earning
interest at the prime rate per annum, payable to the two former principals of
Comdev. On November 8, 1999, the aggregated outstanding principal and interest
since issuance of the promissory notes was paid in full.

10. SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK

During 1999, the Company, in conjunction with DFW Capital Partners, LP and
Clear Investors, LLC, both related parties, executed a preferred stock purchase
agreement for the purpose of issuing and selling up to 75,000 shares of Series C
convertible preferred stock ("Series C Stock") to existing holders of the
Company's common and preferred stock. As of December 31, 1999, a total of 29,607
shares at $100 each had been issued for a total consideration of $2,960,700.

The holders of the Series C Stock are entitled to a dividend of $6 per
share per annum payable quarterly in cash, or at the election of the Company, in
shares of Series C Stock; however, no cash dividends are payable until all terms
of the Series D Stock (note 11) are satisfied. As of December 31, 1999, there
was approximately $88,035 in accumulated unpaid dividends on the Series C Stock.
As required by the agreement, the Company issued 872 shares of Series C Stock at
a value of $100, totaling $87,200, and $835 in cash for fractional shares in
payment of the dividends.

At any time, the holders of Series C Stock can convert all or a portion of
their shares to common stock of the Company, at a conversion rate equal to the
number of shares of Series C Stock surrendered multiplied by $100 and divided by
$1.0344. The Series C Stock is automatically converted to common stock if the
Company completes an initial public offering with gross proceeds of at least $15
million. Upon completion of such an offering, the 30,932 shares of Series C
Stock would be converted to approximately 2,990,328 shares of common stock.

At the holder's option, Series C Stock can be redeemed at $100 per share,
plus any unpaid dividends, on the first to occur of the following: (a)
completion of a public offering resulting in proceeds of not less than $15
million; (b) consolidation or merger into an acquiring company; (c) sale of
substantially all assets of the Company; (d) the occurrence of a transaction or
series of transactions in which the beneficial owners of the Company are no
longer such or (e) the earlier to occur of either the 180th day following the
last to occur of (i) the put closing date in the Series D Stock agreement (see
note 11); (ii) the put option closing date stated in the ACS agreement; (iii)
the stated redemption date for Series D Stock; and (iv) payment in full of the
ACS Notes, or May 1, 2007.

F-20
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK -- (CONTINUED)
The holders of the Series C Stock are entitled to vote, on the basis of one
vote for each full share of common stock into which their respective shares of
Series C stock are convertible, on any matter submitted to the stockholders for
a vote.

In the event of liquidation or dissolution of the Company, the Series C
Stock has a liquidation value of $100 per share plus any unpaid dividends.
However, the shares are subordinated to the liquidation rights of the Class A
Stock and Series D Stock.

11. SERIES D SENIOR REDEEMABLE PREFERRED STOCK

On November 1, 1999, the Company executed a securities agreement with
Stratford Capital Partners, LP and Stratford Equity Partners, LP (collectively
"Stratford Partners") to issue up to 100,000 shares of the Company's Series D
senior redeemable preferred stock ("Series D Stock"), and certain detachable
common stock warrants (the "Stratford Warrants") collectively (the
"Securities"). At closing, for a total of $7,500,000, the Company issued to
Stratford Partners 75,000 shares of the Series D Stock at $100 per share, along
with Stratford Warrants to purchase 3,953,150 common shares for a price of
$.0038 each. The Stratford Warrants were valued at $4,703,876 with a
corresponding reduction to the recorded value of the Series D Stock. In
connection with the Series D stock issuance, offering costs of $302,684 were
incurred. The resulting discount of $5,006,560 from redemption value on the
Series D Stock will be accreted to November 1, 2006, the earliest fixed
redemption date. The Company recorded $119,201 of related accretion in 1999.

The holders of the Series D Stock are entitled to a dividend of $8 per
share per annum payable quarterly on the last day of each quarter beginning
January 31, 2000. The dividends are cumulative and are payable in cash, or at
the election of the Company, in shares of Series D Stock, until October 31,
2001, after which all dividends are required to be paid in cash. If the Company
elects to pay the dividends in shares of Series D stock, the dividend rate
increases to $11 per share. No cash dividends may be declared or paid on common
stock or any other capital stock, unless and until all cumulative dividends on
outstanding Series D Stock are paid in cash. As of December 31, 1999, no
accumulated dividends had been recorded by the Company relating to the Series D
Stock.

The Series D Stock is not convertible into common stock; however,
redemption by the holder is allowed at a liquidation value of $100 per share,
plus any accrued and unpaid dividends, on the first to occur of the following:
(a) event of default, as defined; (b) a qualified public offering, as defined;
(c) November 1, 2006; or (d) any sale of the Company, as defined. The Company is
permitted to redeem the Series D Stock at any time at a redemption price of $100
per share in amounts not less than $750,000. The Series D Stock ranks senior to
all other capital stock of the Company. The holders of the Series D Stock also
have the right to appoint one director to the Company's Board of Directors.

The Stratford Warrants are exercisable at any time through expiration on
November 1, 2009. The Stratford Warrants also contain anti-dilution provisions
and enable Stratford Partners to put back to the Company at fair value any stock
purchased under these warrants at the earliest occurrence of the following: (a)
November 1, 2005; (b) the date of material default; or (c) the date on which all
Series D Stock is redeemed with respect to any mandatory redemption allowed the
holders of the shares. The put provisions of the common stock put warrants
expire upon completion of an initial public offering of the Company's common
stock.

The Securities also contain "unlocking rights" that provide, in certain
circumstances, Stratford Partners with the right to put all, or less than all,
of the Securities to the Company at fair value.

F-21
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. INCOME TAXES

Prior to November 12, 1997, Clear Group elected to be taxed as an S
Corporation under the Internal Revenue Code. In connection with the combination
described in note 1(a), the Company became a C Corporation for Federal and state
income tax purposes. No pro forma income tax provision is disclosed for the
period from January 1, 1997 through November 11, 1997, as if the Company had
been a C Corporation, since Clear Group recorded a loss before income taxes
during this period, and it was not considered more likely than not that the tax
benefits of these losses would be realized.

Income tax expense (benefit) for the years ended December 31, 1997, 1998,
and 1999 consisted of the following:

<TABLE>
<CAPTION>
1997 1998 1999
--------- ------- -----------
<S> <C> <C> <C>
Current income tax expense (benefit):
Federal................................................... $ -- $ -- $ --
State..................................................... -- 44,941 12,825
--------- ------- -----------
-- 44,941 12,825
--------- ------- -----------
Deferred income tax expense (benefit):
Federal................................................... (122,127) -- (1,304,000)
State..................................................... (22,927) -- (105,386)
--------- ------- -----------
(145,054) -- (1,409,386)
--------- ------- -----------
Total.................................................. $(145,054) $44,941 $(1,396,561)
========= ======= ===========
</TABLE>

A reconciliation of the expected income tax benefit (based on the federal
statutory rate of 34%) to the actual income tax (benefit) expense follows:

<TABLE>
<CAPTION>
1997 1998 1999
--------- --------- -----------
<S> <C> <C> <C>
Expected income tax benefit................................ $(511,869) $(801,771) $ (582,765)
Nondeductible goodwill amortization........................ 6,211 37,198 113,631
Other nondeductible items.................................. 2,230 22,372 103,830
State income tax, net of federal effect.................... (15,133) (121,904) (61,090)
S corporation losses not subject to corporate income tax... 373,507 -- --
Change in valuation allowance.............................. -- 942,000 (942,000)
Other, net................................................. -- (32,954) (28,167)
--------- --------- -----------
$(145,054) $ 44,941 $(1,396,561)
========= ========= ===========
</TABLE>

F-22
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. INCOME TAXES -- (CONTINUED)
The income tax effect of temporary differences that give rise to
significant portions of the Company's deferred tax assets and liabilities at
December 31, 1998 and 1999 is presented below:

<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Deferred tax asset:
Net operating loss carryforwards.......................... $1,001,000 $1,296,000
Allowance for doubtful accounts........................... 42,000 368,000
Amortization of goodwill.................................. -- 244,000
Other..................................................... 104,000 145,000
---------- ----------
Total gross deferred tax assets........................ 1,147,000 2,053,000
Less valuation allowance.................................. (942,000) --
---------- ----------
Deferred tax assets.................................... 205,000 2,053,000
Deferred income tax liability -- principally due to
differences in the book and tax bases of property and
equipment................................................. (94,000) (311,000)
---------- ----------
Net deferred income tax asset.......................... $ 111,000 $1,742,000
========== ==========
</TABLE>

The valuation allowance for deferred tax assets at December 31, 1998 and
1999 was $942,000 and $0, respectively. The net change in the total valuation
allowance for the years ended December 31, 1998 and 1999 was an increase
(decrease) of $942,000 and ($942,000), respectively. In assessing the
realizability of deferred income tax assets, management considers whether it is
more likely than not that some portion or all of the deferred income tax assets
will not be realized. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Based on these criteria,
management has decided to remove the valuation allowance against net deferred
income tax assets as of December 31, 1999.

At December 31, 1999, the Company had net operating loss carryforwards for
Federal income tax purposes of approximately $3,241,000 which are available to
offset future taxable income, if any, through 2019.

Approximately $2,700,000 of the net operating loss carryforwards that the
Company may use to offset taxable income in future years is limited as a result
of an ownership change, as defined under Internal Revenue Code Section 382
("Section 382"), which occurred with the Company's sale of Series C Preferred
Stock in August 1999.

13. COMMITMENTS AND CONTINGENCIES

(A) LEASES

During December 1999, the Company entered into an agreement with a member
of senior management for the rental of its Northeast regional office. The lease
is classified as an operating lease and provides for minimum annual rentals of
$128,973 through 2004, with an option for annual extensions. Lease expense
incurred in 1999 under this agreement was approximately $11,000.

In November 1999, the Company entered into an agreement with the former
owner of an acquired subsidiary for the rental of its Southwest regional office.
The lease is classified as an operating lease and provides for minimum annual
rentals of $192,000 through 2002, with an option

F-23
<PAGE> 87
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
for annual extensions. Lease expense incurred in 1999 under this agreement was
approximately $14,000.

In February 1998, the Company entered into an agreement with the majority
stockholder for the rental of its corporate headquarters. The lease is
classified as an operating lease and provides for minimum annual rentals of
approximately $182,000 through May 2003. The lease allows for cancellation after
three years with 180 days' notification. Lease expense was approximately
$137,000 and $182,000 in 1998 and 1999, respectively.

During 1999, the Company rented its Central regional office from its
majority stockholder for the period January 1, 1999 to March 1, 1999 and
incurred approximately $30,000 of lease expense under the agreement. On March 1,
1999, the Company purchased the office for $325,000 and terminated the rental
agreement.

The Company also purchased approximately $300,000 of equipment from an
affiliated company of the majority stockholder during 1999.

In addition, the Company has commitments with unrelated parties under
operating leases, principally for office space, warehouse space, and equipment.
These unrelated lease agreements generally cover a period of one to five years.

Management believes the terms of the above transactions with related
parties are comparable to similar transactions among unrelated parties.

The following summarizes the approximate future minimum lease payments
under all noncancelable related and unrelated operating lease agreements:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
2000........................................................ $1,392,000
2001........................................................ 1,117,000
2002........................................................ 776,000
2003........................................................ 366,000
2004........................................................ 150,000
----------
Total............................................. $3,801,000
==========
</TABLE>

Total lease expense for 1997, 1998, and 1999 approximated $86,000,
$407,000, and $809,000, respectively.

(B) LEGAL MATTERS

In the normal course of business, the Company is subject to certain
administrative proceedings and litigation. In management's opinion, the outcome
of such matters will not materially affect the financial position and results of
operations of the Company.

14. STOCK OPTIONS

Pursuant to an employment agreement with an officer, 203,103 stock options
were granted on July 24, 1997 with an exercise price of $.000000928 per share.
As of December 31, 1999, none of such options were exercisable. The options are
exercisable on the first to occur of any of the following events: (a) on the
fifth year anniversary of the date of initial employment; (b) the expiration of
any lockup or other contractual restriction imposed on the sale of the option
shares by an underwriter pursuant to a public offering of the Company's common
stock; or (c) the closing date of a sale or merger of the Company, resulting in
a change of control of at least 50% of the

F-24
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. STOCK OPTIONS -- (CONTINUED)
common stock of the Company. The options expire ten years after grant, or
earlier under certain circumstances.

The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board
of Directors on July 10, 1998. Under the Plan, the Company can grant incentive
and nonqualified options to directors, officers, and employees. The Company also
increased the number of shares authorized for issuance issued under the Plan to
1,511,825 and repriced 791,595 options granted prior to November 1, 1999 to
$1.14. During 2000, the Company increased the number of shares of common stock
authorized for issuance under the Plan to 2.65 million. The exercise price of
options granted under the Plan may not be less than 110% of the fair market
value of the common stock on the grant date. Options granted under the Plan have
a five-year vesting period and expire five years after vesting, or earlier under
certain conditions. As of December 31, 1999, 1,419,646 options were outstanding
under the Plan.

At various dates in June and July 1999, the Company repriced 791,595
options from prices of $1.89 and $2.49 to $1.14 per share.

During 1999, 389,706 stock options previously granted to a former officer
of the Company in conjunction with an employment agreement were forfeited and
retired upon the resignation of the officer from the Company.

Stock option activity, including options granted to officers outside of the
Plan, for the years ended December 31, 1997, 1998, and 1999 is as follows:

<TABLE>
<CAPTION>
APPROXIMATE
NUMBER WEIGHTED-AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Outstanding at December 31, 1996............................ -- $--
Granted..................................................... 1,251,242 .60
Forfeited................................................... -- --
--------- --------
Outstanding at December 31, 1997............................ 1,251,242 .60
Granted..................................................... 292,163 1.14
Forfeited................................................... (90,100) 1.14
--------- --------
Outstanding at December 31, 1998............................ 1,453,305 .68
Granted..................................................... 654,550 1.55
Forfeited................................................... (484,576) .23
Exercised................................................... (530) 1.14
--------- --------
Outstanding at December 31, 1999............................ 1,622,749 $ 1.16
========= ========
</TABLE>

F-25
<PAGE> 89
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. STOCK OPTIONS -- (CONTINUED)
The following table summarizes information concerning stock options
outstanding as of December 31, 1999:

<TABLE>
<CAPTION>
APPROXIMATE
WEIGHTED- WEIGHTED- EXERCISABLE WEIGHTED-
RANGE OF AVERAGE CONTRACTUAL AVERAGE AS OF AVERAGE
SHARES APPROXIMATE EXERCISE REMAINING LIFE EXERCISE DECEMBER 31, EXERCISE
OUTSTANDING PRICES (IN YEARS) PRICE 1999 PRICE
----------- -------------------- ------------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
1,419,645 $ 1.14 - 2.12 8.7 $ 1.33 288,283 $ 1.14
203,104 .000000928 7.6 .000000928 -- --
--------- -------------------- --- ----------- ------- --------
1,622,749 $.0038 - 2.12 8.6 $ 1.16 288,283 $ 1.14
========= ==================== === =========== ======= ========
</TABLE>

Disclosures of pro forma net income (loss) and earnings (loss) per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock option grants under the fair value method of
that statement. The fair value for stock options granted was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1997 1998 1999
------- ------- -------
<S> <C> <C> <C>
Risk free interest rate..................................... 5.71% 5.17% 6.33%
Volatility.................................................. 0 0 0
Dividend yield.............................................. 0 0 0
Expected life in years...................................... 5 years 5 years 5 years
</TABLE>

For purposes of pro forma disclosures, the estimated fair value of the
option is amortized to expense over the options' vesting period, which includes
actual vesting entitlements during the year. The weighted-average fair value of
options granted was $0.09, $0.15, and $0.27 during 1997, 1998, and 1999,
respectively.

The Company's pro forma net loss and loss per share using the fair value
based method of accounting of SFAS No. 123 is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Pro forma net loss.................................. $(1,372,013) $(2,511,091) $ (505,455)
Pro forma basic and diluted loss per share
applicable to common stockholders................. (0.22) (0.41) (0.16)
</TABLE>

The effect on net loss and loss per share may not be indicative of the
effects in future years as options vest over several years and the Company
continues to grant stock options to new employees.

15. WARRANTS

On November 20, 1997, the Company agreed to issue warrants to purchase
298,562 shares of the Company's common stock to a corporation in consideration
for services rendered in connection with the issuance of the Company's Class A
Stock. Each warrant enables the holder to purchase one share of common stock for
$1.81. The warrants expire five years from the issuance date. The estimated
value of the warrants was $20,652 and was included in the issuance costs of the
Class A Stock. As of December 31, 1999, the Company believes it has fulfilled
its obligation to the

F-26
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O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. WARRANTS -- (CONTINUED)
aforementioned corporation and does not expect to issue these warrants. The
corporation is disputing this position and the Company expects this matter will
be resolved through arbitration.

During 1999, the Company issued warrants to purchase 200,652 shares of
common stock to each of its largest stockholder and the holder of its Class A
Stock. The warrants were issued in exchange for collateral provided by these
stockholders relating to the Company's then outstanding credit facility. Each
warrant enables the holder to purchase one share of common stock for $.0038. The
warrants expire at various times during 2009. The value of the warrants was
recorded as additional interest expense. The estimated value of the warrants was
$415,096 based on an estimated fair value of $1.0344 per common share at the
date of issuance.

16. SEGMENT AND CUSTOMER INFORMATION

The Company operates and manages its business as a single segment. The
Company provides comprehensive integrated network solutions to service providers
in the wireless telecommunications industry.

The following is a summary of revenues by geographic area. Revenue from
external customers is based on selling location.

<TABLE>
<CAPTION>
UNITED
STATES OTHER CONSOLIDATED
----------- -------- ------------
<S> <C> <C> <C>
Year ended December 31, 1997............................ $ 6,003,086 $ -- $ 6,003,086
Year ended December 31, 1998............................ $24,485,078 $ -- $24,485,078
Year ended December 31, 1999............................ $47,794,050 $836,750 $48,630,800
</TABLE>

For the year ended December 31, 1997, revenues from three unaffiliated
customers totaled approximately 62% of revenues. For the year ended December 31,
1998, revenues from one unaffiliated customer totaled approximately 10% of
revenues. For the year ended December 31, 1999, revenues from three unaffiliated
customers totaled approximately 36% of revenues. There were no other
unaffiliated individual customers that accounted for more than 10% of total
revenues in 1997, 1998 or 1999.

17. SUBSEQUENT EVENTS

On January 11, 2000, the Company entered into an interest rate swap
agreement with Wachovia Bank, N.A. to swap interest payments from a floating
rate of LIBOR to a fixed interest payment of 7.25% on a notional principal of
$6.25 million. The swap agreement terminates on January 7, 2003. The Company
does not use derivative financial instruments for speculative or trading
purposes. The net amount paid or received will be recorded as an adjustment to
interest expense over the term of the agreement. The Company's accounting
policies for this instrument are based on the Company's designation of such
instrument as a hedging transaction against the Company's debt.

On June 15, 2000, the Company, through its subsidiary Clear Communications
Group, Inc., acquired all of the issued and outstanding common stock of
Communication Consulting Services, Inc. for a purchase price of $2,250,000 in
cash.

On June 28, 2000, the Board of Directors of the Company authorized a 2.65
for one stock split, effected in the form of a stock dividend payable on June
29, 2000 to shareholders of record on June 28, 2000. All share and per share
data, except for amounts reported in stockholders' equity, for all periods
presented in the accompanying consolidated financial statements and these notes
have been retroactively adjusted to reflect the effects of this stock split.

F-27
<PAGE> 91

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Clear Holdings, Inc.:

We have audited the accompanying statements of income, stockholders' equity
and cash flows of Cellular Technology International, Inc. ("Cell Tech") for the
years ended December 31, 1997 and 1998. These financial statements are the
responsibility of Cell Tech's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Cellular
Technology International, Inc. for the years ended December 31, 1997 and 1998 in
conformity with generally accepted accounting principles.

/s/ KPMG LLP

Atlanta, Georgia
May 5, 2000

F-28
<PAGE> 92

CELLULAR TECHNOLOGY INTERNATIONAL, INC.

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
---------- ---------
<S> <C> <C>
Contract revenues........................................... $7,539,020 5,570,067
Cost of revenues............................................ 6,581,053 3,936,122
---------- ---------
Gross profit...................................... 957,967 1,633,945
Selling, general, and administrative expenses............... 1,119,229 588,272
Depreciation and amortization............................... 74,316 53,840
---------- ---------
Operating (loss) profit........................... (235,578) 991,833
Other income (expense):
Interest income........................................... 56,868 47,702
Interest expense.......................................... (2,408) (4,900)
Other..................................................... (1,298) 14,347
---------- ---------
(Loss) income before income taxes................. (182,416) 1,048,982
Income tax benefit (expense) -- (note 2).................... 30,000 (437,000)
---------- ---------
Net (loss) income................................. $ (152,416) 611,982
========== =========
</TABLE>

See accompanying notes to financial statements.
F-29
<PAGE> 93

CELLULAR TECHNOLOGY INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
TOTAL
COMMON RETAINED STOCKHOLDERS'
STOCK EARNINGS EQUITY
------ --------- -------------
<S> <C> <C> <C>
Balance at December 31, 1996.............................. $500 1,637,959 1,638,459
Net loss.................................................. -- (152,416) (152,416)
---- --------- ---------
Balance at December 31, 1997.............................. 500 1,485,543 1,486,043
Net income................................................ -- 611,982 611,982
---- --------- ---------
Balance at December 31, 1998.............................. $500 2,097,525 2,098,025
==== ========= =========
</TABLE>

See accompanying notes to financial statements.
F-30
<PAGE> 94

CELLULAR TECHNOLOGY INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income......................................... $(152,416) 611,982
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization.......................... 74,316 53,840
Deferred income tax benefit............................ (230,000) (314,000)
Changes in assets and liabilities:
Accounts receivable.................................. 726,754 (99,215)
Inventories.......................................... 258,907 90,327
Prepaid expenses..................................... 62,166 --
Other assets......................................... (430) (49,301)
Accounts payable..................................... (269,858) (278,415)
Accrued expenses and other liabilities............... (60,845) 164,816
--------- --------
Net cash provided by operating activities......... 408,594 180,034
--------- --------
Cash flows used in investing activities:
Purchases of property and equipment....................... (36,374) (7,147)
Disposals of property and equipment....................... 7,500 --
--------- --------
Net cash used in investing activities............. (28,874) (7,147)
--------- --------
Cash flows used in financing activities -- principal
payments of notes payable................................. (13,702) (8,079)
--------- --------
Net increase in cash and cash equivalents......... 366,018 164,808
Cash and cash equivalents at beginning of year.............. 178,937 544,955
--------- --------
Cash and cash equivalents at end of year.................... $ 544,955 709,763
========= ========
Supplemental disclosure of cash paid during the year for:
Interest.................................................. $ 2,408 4,900
========= ========
Income taxes.............................................. $ 595,350 208,156
========= ========
</TABLE>

See accompanying notes to financial statements.
F-31
<PAGE> 95

CELLULAR TECHNOLOGY INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) ORGANIZATION AND BASIS OF PRESENTATION

Cellular Technology International, Inc. ("Cell Tech") was incorporated in
Missouri in 1993. On January 15, 1999, Clear Holdings, Inc. acquired all of the
outstanding stock of Cellular Technology International, Inc. for $1,386,000 in
cash. The purchase agreement also includes a requirement that former Cell Tech
stockholders will receive an earn-out payment of up to $5,000,000 based on 1999
earnings of Cell Tech, subject to certain adjustments.

(B) DESCRIPTION OF BUSINESS

Cell Tech contracts with U.S.-based companies for projects worldwide,
primarily in North America, South America, and Eastern Europe. Cell Tech is
engaged in the installation, inspection, testing, and maintenance of cellular
telephone systems.

Most of Cell Tech's contracts are billed on a time and expense basis and
revenues are recognized as services are provided.

Revenue on fixed fee construction contracts is recognized on the
percentage-of-completion method based on the ratio of costs incurred to date to
estimated total costs of the contracts. These estimates are reviewed on a
contract-by-contract basis, and are revised periodically throughout the life of
the contract such that adjustments to the results of operations relating to
these revisions are reflected in the period of revision. Contract costs include
all direct material and labor costs and those indirect costs related to contract
performance. Selling, general, and administrative costs are charged to expense
as incurred. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.

(D) CASH EQUIVALENTS

Cell Tech considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

(E) DEPRECIATION

Depreciation is determined using an accelerated method. Significant
additions which extend lives are capitalized. Normal maintenance and repair
costs are expensed as incurred.

(F) COMPREHENSIVE INCOME

On January 1, 1998, Cell Tech adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components in a full set of financial statements. Comprehensive income
consists of net income and all other gains and losses that are excluded from net
income or loss by current accounting standards, and is presented in the
statement of stockholders' equity. The statement requires only additional
disclosures in the financial statements and does not affect Cell Tech's
financial position or results of operations. Cell Tech has no other
comprehensive income to report for the years ended December 31, 1997 and 1998.

F-32
<PAGE> 96
CELLULAR TECHNOLOGY INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(G) INCOME TAXES

Cell Tech uses the asset and liability method to account for income taxes.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(H) USE OF ESTIMATES

Management of Cell Tech has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and revenues and expenses
during the reporting period to prepare these financial statements in conformity
with generally accepted accounting principles. Actual results could differ from
those estimates.

2. INCOME TAXES

Income tax (benefit) expense consists of the following:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
-------- --------- --------
<S> <C> <C> <C>
Year ended December 31, 1997:
Federal................................................... $167,000 $(192,000) $(25,000)
State..................................................... 33,000 (38,000) (5,000)
-------- --------- --------
$200,000 $(230,000) $(30,000)
======== ========= ========
Year ended December 31, 1998:
Federal................................................... $628,000 $(262,000) $366,000
State..................................................... 123,000 (52,000) 71,000
-------- --------- --------
$751,000 $(314,000) $437,000
======== ========= ========
</TABLE>

A reconciliation of income tax (benefit) expense to the amount computed by
applying the statutory Federal income tax rate of 34% to (loss) income before
taxes for the years ended December 31, 1997 and 1998 is as follows:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Income tax (benefit) expense at Federal statutory rate...... $(62,021) $356,654
State income tax (benefit) expense, net of Federal effect... (3,000) 47,000
Permanent nondeductible items............................... 34,000 34,000
Other, net.................................................. 1,021 (654)
-------- --------
Actual income tax (benefit) expense......................... $(30,000) $437,000
======== ========
</TABLE>

3. EMPLOYEE BENEFIT PLAN

Cell Tech operates a 401(k) plan for substantially all employees. Cell Tech
matches employee contributions at its discretion. Contributions amounted to
approximately $16,000 and $33,000 in 1997 and 1998, respectively.

F-33
<PAGE> 97
CELLULAR TECHNOLOGY INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) REVENUE FROM MAJOR CUSTOMERS

For the year ended December 31, 1997, one customer accounted for 81% of
revenues.

For the year ended December 31, 1998, revenues from one unaffiliated
customer totaled approximately 10% of contract revenues. There was no other
unaffiliated individual customer that accounted for more than 10% of total
revenues during 1998.

F-34
<PAGE> 98

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Clear Holdings, Inc.:

We have audited the accompanying statements of operations, stockholders'
equity, and cash flows of Communications Development Systems, Inc. ("Comdev")
for the period from January 1, 1998 through June 9, 1998. These financial
statements are the responsibility of Comdev's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of
Communications Development Systems, Inc. for the period from January 1, 1998
through June 9, 1998 in conformity with generally accepted accounting
principles.

/s/ KPMG LLP

Atlanta, Georgia
May 5, 2000

F-35
<PAGE> 99

COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.

STATEMENT OF OPERATIONS
PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 9, 1998

<TABLE>
<S> <C>
Contract revenues........................................... $1,725,625
Cost of revenues............................................ 1,367,114
----------
Gross profit...................................... 358,511
Selling, general, and administrative expenses............... 751,419
Depreciation and amortization............................... 19,440
----------
Operating loss.................................... (412,348)
Other income (expense):
Interest income........................................... 8,496
Interest expense.......................................... (13,716)
Rental income............................................. 23,750
Other..................................................... 4,200
----------
Net loss.......................................... $ (389,618)
==========
</TABLE>

See accompanying notes to financial statements.
F-36
<PAGE> 100

COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 9, 1998

<TABLE>
<CAPTION>
TOTAL
CAPITAL TREASURY RETAINED STOCKHOLDERS'
STOCK STOCK EARNINGS EQUITY
------- -------- --------- -------------
<S> <C> <C> <C> <C>
Balance at January 1, 1998....................... $1,000 $(870) $ 986,277 $ 986,407
Net loss......................................... -- -- (389,618) (389,618)
Distributions.................................... -- -- (257,758) (257,758)
------ ----- --------- ---------
Balance at June 9, 1998.......................... $1,000 $(870) $ 338,901 $ 339,031
====== ===== ========= =========
</TABLE>

See accompanying notes to financial statements.
F-37
<PAGE> 101

COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.

STATEMENT OF CASH FLOWS
PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 9, 1998

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $(389,618)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 19,440
Increase in allowance for doubtful accounts............ 5,770
Changes in assets and liabilities:
Accounts receivable.................................. 493,602
Costs and estimated earnings in excess of billings on
uncompleted contracts............................... 124,881
Prepaid expenses..................................... 10,013
Other receivables.................................... (20,434)
Deposits............................................. (1,156)
Other assets......................................... (572)
Accounts payable..................................... (2,760)
Accrued expenses..................................... (37,486)
Billings in excess of costs and estimated earnings on
uncompleted contracts............................... 101,360
---------
Net cash provided by operating activities......... 303,040
---------
Cash flows from financing activities:
Principal payments on notes payable....................... (16,297)
Distributions to shareholders............................. (257,758)
---------
Net cash used in financing activities............. (274,055)
---------

Net increase in cash and cash equivalents......... 28,985
Cash and cash equivalents at beginning of period............ 262,960
---------
Cash and cash equivalents at end of period.................. $ 291,945
=========
Supplemental disclosure of cash flow information -- cash
paid during the period for interest....................... $ 13,716
=========
</TABLE>

See accompanying notes to financial statements.
F-38
<PAGE> 102

COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 9, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) ORGANIZATION AND BASIS OF PRESENTATION

Communications Development Systems, Inc. ("Comdev") was incorporated in New
Jersey in 1992. On June 9, 1998, Clear Communications Group, Inc. acquired all
of the outstanding stock of Communications Development Systems, Inc. for
$5,060,000, consisting of $3,510,000 in cash and $1,550,000 of Clear
Communications Group, Inc. Series B convertible preferred stock.

(B) DESCRIPTION OF BUSINESS

Comdev is located in West Caldwell, New Jersey, and provides project
management and construction services for wireless communications site
development.

Revenue on fixed price construction contracts is recognized on the
percentage-of-completion method based on the ratio of costs incurred to date to
estimated total costs of the contracts. These estimates are reviewed on a
contract-by-contract basis and are revised periodically throughout the life of
the contract such that adjustments to the results of operations relating to
these revisions are reflected in the period of revision. Contract costs include
all direct material and labor costs and those indirect costs related to contract
performance. Selling, general, and administrative costs are charged to expense
as incurred. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.

(D) CASH EQUIVALENTS

Comdev considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

(E) DEPRECIATION

Depreciation is determined using the straight-line method over the
estimated useful lives of the assets. Significant additions which extend lives
are capitalized. Normal maintenance and repair costs are expensed as incurred.

(F) COMPREHENSIVE INCOME

On January 1, 1998, Comdev adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components in a full set of financial statements. Comprehensive income
consists of net income or loss and all other gains and losses that are excluded
from net income by current accounting standards, and is presented in the
statement of stockholders' equity. The statement requires only additional
disclosures in the financial statements and does not affect Comdev's financial
position or results of operations. Comdev has no "other" comprehensive income to
report for the period from January 1, 1998 through June 9, 1998.

(G) INCOME TAXES

Comdev has elected to be taxed as a S Corporation under the Internal
Revenue Code. As such, all federal and state tax liabilities are the
responsibility of the stockholders, and not of Comdev.

F-39
<PAGE> 103
COMMUNICATIONS DEVELOPMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(H) USE OF ESTIMATES

Management of Comdev has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and revenues and expenses
during the reporting period to prepare these financial statements in conformity
with generally accepted accounting principles. Actual results could differ from
those estimates.

2. STOCKHOLDER NOTES PAYABLE

During 1998, Comdev had notes payable to stockholders. The notes, which
were due on demand, bore interest at the prime rate. During the period from
January 1, 1998 through June 9, 1998, the interest rate ranged from 8.0% to
8.5%, with weighted average of 8.25% per annum. In connection with the sale of
Comdev on June 9, 1998, the outstanding principal and all accrued interest was
paid in full.

3. REVENUE FROM MAJOR CUSTOMERS

For the period from January 1, 1998 through June 9, 1998, revenues from one
unaffiliated customer totaled approximately 10% of contract revenues. There was
no other unaffiliated individual customer that accounted for more than 10% of
total revenues.

F-40
<PAGE> 104

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Clear Holdings, Inc.:

We have audited the accompanying combined statements of earnings,
stockholder's equity, and cash flows of TWR Group for the period from January 1,
1999 through October 31, 1999. These combined financial statements are the
responsibility of TWR Group's management. Our responsibility is to express an
opinion on these combined financial statements based on our audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
TWR Group for the period from January 1, 1999 through October 31, 1999 in
conformity with generally accepted accounting principles.

/s/ KPMG LLP

Atlanta, Georgia
May 5, 2000

F-41
<PAGE> 105

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Clear Holdings, Inc.:

We have audited the accompanying combined statements of earnings,
stockholder's equity, and cash flows of TWR Group for the years ended December
31, 1997 and 1998. These combined financial statements are the responsibility of
TWR Group's management. Our responsibility is to express an opinion on these
combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined results of operations and cash
flows of TWR Group for the years ended December 31, 1997 and 1998 in conformity
with generally accepted accounting principles.

/s/ Jain & Jain, P.C.

Houston, Texas
March 10, 1999, except as to Note 1(a)
which is as of May 5, 2000

F-42
<PAGE> 106

TWR GROUP

COMBINED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1997 AND 1998
AND FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 31, 1999

<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Contract revenues....................................... $18,850,209 $19,099,281 $15,061,269
Sales of lighting systems............................... 4,069,977 5,422,827 5,405,991
----------- ----------- -----------
22,920,186 24,522,108 20,467,260
----------- ----------- -----------
Cost of contract revenues............................... 12,516,676 13,593,060 11,123,943
Cost of sales of lighting systems....................... 2,599,805 3,590,682 3,739,586
----------- ----------- -----------
15,116,481 17,183,742 14,863,529
----------- ----------- -----------
Gross profit.................................. 7,803,705 7,338,366 5,603,731
Selling, general, and administrative expenses........... 5,851,417 6,147,401 4,547,606
Depreciation and amortization........................... 470,191 602,603 347,702
----------- ----------- -----------
Operating income.............................. 1,482,097 588,362 708,423
Other income (expense):
Gain on sale of assets................................ -- 96,950 --
Interest income....................................... 17,944 161,504 6,408
Interest expense...................................... (212,560) (317,877) (428,012)
Other................................................. -- -- 17,164
----------- ----------- -----------
Income before taxes........................... 1,287,481 528,939 303,983
Income tax expense -- (note 3).......................... (505,000) (67,508) --
----------- ----------- -----------
Net income.................................... $ 782,481 $ 461,431 $ 303,983
=========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements.
F-43
<PAGE> 107

TWR GROUP

COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1998
AND FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 31, 1999

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
-------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Balance at January 1, 1997................... $102,000 $ 378,967 $2,227,133 $2,708,100
Net income................................... -- -- 782,481 782,481
Dividends.................................... -- -- (54,000) (54,000)
-------- ---------- ---------- ----------
Balance at December 31, 1997................. 102,000 378,967 2,955,614 3,436,581
Net income................................... -- -- 461,431 461,431
-------- ---------- ---------- ----------
Balance at December 31, 1998................. 102,000 378,967 3,417,045 3,898,012
Net income................................... -- -- 303,983 303,983
Conversion of stockholder notes payable...... -- 1,972,450 -- 1,972,450
Capital contribution by stockholder.......... -- 250,000 -- 250,000
-------- ---------- ---------- ----------
Balance at October 31, 1999.................. $102,000 $2,601,417 $3,721,028 $6,424,445
======== ========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.
F-44
<PAGE> 108

TWR GROUP

COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1998
AND FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 31, 1999

<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................................. $ 782,481 $ 461,431 $ 303,983
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 470,191 602,603 347,702
Gain on sale of assets.............................. -- (96,950) --
Bad debt expense.................................... -- -- 789,288
Write-off of investment............................. -- -- 15,726
Changes in assets and liabilities:
Accounts receivable............................... 1,775,405 (1,699,837) (215,927)
Costs and estimated earnings in excess of billings
on uncompleted contracts....................... 63,126 (22,224) (341,915)
Prepaid expenses.................................. (100,545) 111,112 364,817
Inventories....................................... (129,043) (81,095) (101,041)
Other assets...................................... 79,075 (312,200) 324,102
Accounts payable.................................. (1,450,799) 731,560 391,374
Accrued expenses.................................. (497,997) -- (267,481)
Billings in excess of costs and estimated earnings
on uncompleted contracts....................... -- -- 19,800
Other liabilities................................. -- 4,649 90,087
----------- ----------- ----------
Net cash provided by (used in) operating
activities................................... 991,894 (300,951) 1,720,515
----------- ----------- ----------
Cash flows used in investing activities:
Purchases of property and equipment.................... (813,740) (1,013,963) (301,825)
Investments in marketable securities................... (10,379) -- --
Advances (repayments) on notes receivable from related
company............................................. (855,932) (1,921,232) 139,452
Investment in related company.......................... (4,482) (11,244) --
Proceeds from sale of assets........................... -- 516,488 --
----------- ----------- ----------
Net cash used in investing activities.......... (1,684,533) (2,429,951) (162,373)
----------- ----------- ----------
Cash flows from financing activities:
Proceeds of notes payable.............................. 1,864,336 2,413,681 --
Principal payments of notes payable.................... (873,127) (1,078,009) (179,134)
Proceeds of affiliate notes payable.................... -- 1,386,322 --
Principal payments of affiliate notes payable.......... (63,872) -- (373,851)
Capital contribution by stockholder.................... -- -- 250,000
Dividends.............................................. (54,000) -- --
----------- ----------- ----------
Net cash provided by (used in) financing
activities................................... 873,337 2,721,994 (302,985)
----------- ----------- ----------
Net increase (decrease) in cash and cash
equivalents.................................. 180,698 (8,908) 1,255,157
Cash and cash equivalents at beginning of period......... (73,414) 107,284 98,376
----------- ----------- ----------
Cash and cash equivalents at end of period............... $ 107,284 $ 98,376 $1,353,533
=========== =========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest................. $ 208,906 $ 240,000 $ 442,072
=========== =========== ==========
Cash paid during the year for income taxes............. $ 613,755 $ 22,508 $ --
=========== =========== ==========
Noncash investing and financing activity -- conversion of
stockholder notes to additional paid-in capital........ $ -- $ -- $1,972,450
=========== =========== ==========
</TABLE>

See accompanying notes to combined financial statements.
F-45
<PAGE> 109

TWR GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1998
AND THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) ORGANIZATION AND BASIS OF PRESENTATION

The accompanying combined financial statements include the financial
statements of TWR Telecom, Inc. and its subsidiaries, TWR Lighting, Inc., TWR
Communications, Inc., and Rooker Tower Company, and an affiliate, Specialty
Drilling, Inc. (collectively referred to as "TWR Group").

On November 1, 1999, each of the affiliated companies comprising TWR Group
was acquired by Clear Holdings, Inc. for an initial aggregate purchase price of
$9,907,829 in cash. An earn-out payment of up to $3,300,000 may be required
based on the excess of EBITDA of TWR Group, and certain related entities over
which Clear Holdings, Inc. has purchase options, over $3,500,000, if any, for
the fiscal year ended December 31, 1999.

An additional payment of $2,300,000 is payable January 1, 2001, subject to
a right to offset by the Company in the event of any indemnification claims
allowed under the purchase agreement. Any such amount shall be paid one-third in
cash and two-thirds in publicly traded equity securities of the Company if the
Company has a "Going Public Event". In the event no Going Public Event has
occurred, the payment shall be in secured subordinated convertible promissory
notes.

(B) DESCRIPTION OF BUSINESS

TWR Group constructs wireless telecommunications towers and manufactures
lighting systems for such towers located principally in the United States.

Due to common control and management, the accompanying combined financial
statements reflect the combination of the financial statements of each company
mentioned in note 1(a). All material intercompany balances and transactions have
been eliminated in the combination.

(D) CONTRACT REVENUE AND COST RECOGNITION

Revenue on fixed price contracts is recognized on the
percentage-of-completion method based on the ratio of costs incurred to date to
estimated total costs to complete the contracts. These estimates are reviewed on
a contract-by-contract basis, and are revised periodically throughout the life
of the contract such that adjustments to the profit resulting from these
revisions are reflected in the period of revision. Contract costs include all
direct material and labor costs and those indirect costs related to contract
performance. Selling, general, and administrative costs are charged to expense
as incurred. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.

Revenues related to sales of lighting systems are recognized when the
lighting systems are delivered.

(E) CASH EQUIVALENTS

TWR Group considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

F-46
<PAGE> 110
TWR GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- (CONTINUED)
(F) DEPRECIATION

(G) COMPREHENSIVE INCOME

On January 1, 1998, TWR Group adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components in a full set of financial statements. Comprehensive income
consists of net income or loss and all other gains and losses that are excluded
from net income or loss by current accounting standards, and is presented in the
statement of stockholder's equity. The statement requires only additional
disclosures in the financial statements and does not affect TWR Group's
financial position or results of operations. TWR Group has no "other"
comprehensive income to report for the years ended December 31, 1997 and 1998 or
for the period from January 1, 1999 through October 31, 1999.

(H) INCOME TAXES

Since July 1, 1997, TWR Telecom, Inc. and its subsidiaries have all been S
Corporations under the Internal Revenue Code. Specialty Drilling, Inc. was an S
Corporation since its inception in 1996. As such, all federal and state income
tax liabilities are the responsibility of the stockholders, and not of TWR
Group. Prior to July 1, 1997, the taxable companies comprising TWR Group were
taxed as C Corporations, and the 1997 income statement includes an income tax
provision for the period prior to the S election. During 1997, TWR Group had
income subject to income taxes of $1,292,909.

(I) USE OF ESTIMATES

Management of TWR Group has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and revenues and expenses
during the reporting period to prepare these financial statements in conformity
with generally accepted accounting principles. Actual results could differ from
those estimates.

2. RELATED PARTY TRANSACTIONS

TWR Group conducts its operations from facilities leased from the sole
stockholder at an annual rent of $198,000. The lease terminated on November 1,
1999 upon the sale of TWR Group. In 1997, 1998 and 1999, TWR Group earned
interest income from advances to TWR Family of Companies, LLC, ("TFOC") an
affiliated company, of $17,944, $158,461 and $0, respectively. For those same
years, TWR Group incurred interest on loans to affiliates of $45,608, $103,233
and $163,989 respectively. Research and development costs incurred in 1997, 1998
and 1999 amounted to $60,000, $0, and $0, respectively, and related to
development costs in TWR Lighting, Inc. In 1997, 1998 and 1999, TWR Group sold
labor, equipment and materials to affiliated companies in Mexico and Brazil in
the amounts of $0, $702,000 and $274,000, respectively.

F-47
<PAGE> 111
TWR GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3. INCOME TAXES

Income tax expense for the years ended December 31, 1997, 1998 and 1999
consisted of the following:

<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Current income tax expense:
Federal................................................... $450,000 $ 3,375 $ --
State..................................................... 55,000 64,133 --
-------- -------- --------
$505,000 $ 67,508 $ --
======== ======== ========
</TABLE>

A reconciliation of the expected tax expense (based on the federal
statutory rate of 34%) to the actual tax expense is as follows:

<TABLE>
<CAPTION>
1997 1998 1999
-------- --------- ---------
<S> <C> <C> <C>
Expected income tax expense................................. $437,744 $ 179,840 $ 103,354
State income tax, net of federal expense.................... 36,300 42,328 --
Nondeductible items......................................... 30,956 -- --
S Corporation earnings not subject to taxes................. -- (154,660) (103,354)
-------- --------- ---------
$505,000 $ 67,508 $ --
======== ========= =========
</TABLE>

(4.) REVENUE FROM MAJOR CUSTOMERS

For 1997 and 1998, revenues from one unaffiliated customer totaled
approximately 46% and 44% of revenues, respectively. For the period from January
1, 1999 through October 31, 1999, revenues from one unaffiliated customer
totaled approximately 29% of contract revenues.

F-48
<PAGE> 112

INDEPENDENT AUDITORS' REPORT

The Board of Directors
o2wireless Solutions, Inc.:

We have audited the accompanying consolidated balance sheet of
Communication Consulting Services, Inc. and subsidiary (the "Company") as of
December 31, 1999, and the related consolidated statements of operations,
stockholders' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Communication Consulting Services, Inc. and subsidiary as of December 31, 1999
and the results of their operations and their cash flows for the year then ended
in conformity with generally accepted accounting principles.

/s/ KPMG LLP
April 14, 2000, except
for note 9 as to which
the date is June 15, 2000

F-49
<PAGE> 113

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 231,456
Accounts receivable, net of allowance for doubtful
accounts of $117,920................................... 590,054
Prepaid expenses.......................................... 13,965
----------
Total current assets.............................. 835,475
Property and equipment, net of accumulated depreciation of
$77,158 (note 2).......................................... 322,841
Other assets................................................ 10,922
----------
$1,169,238
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 33,139
Accrued expenses.......................................... 177,313
Capital lease obligation (note 3)......................... 278,264
Notes payable to stockholders (note 4).................... 180,000
Notes payable of stockholders guaranteed by Company (note
6(c)).................................................. 1,200,000
----------
Total current liabilities......................... 1,868,716
----------
Stockholders' deficit:
Common stock, $.001 par value; 1,750,000 shares
authorized, issued and outstanding..................... 1,750
Guarantee of notes payable of stockholders (note 6(c)).... (1,200,000)
Additional paid-in capital................................ 762,730
Accumulated deficit....................................... (263,958)
----------
Total stockholders' deficit....................... (699,478)
Commitments and contingencies (notes 6 and 9)
----------
$1,169,238
==========
</TABLE>

See accompanying notes to consolidated financial statements
F-50
<PAGE> 114

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S> <C>
Contract revenues........................................... $2,742,645
Cost of revenues............................................ 1,827,261
----------
Gross profit...................................... 915,384
Selling, general, and administrative expenses............... 863,229
Depreciation and amortization............................... 57,647
----------
Operating loss.................................... (5,492)
Other income (expense):
Interest income........................................... 2,235
Interest expense.......................................... (107,946)
Loss on disposal of equipment............................. (7,659)
Impairment loss on equipment held under capital lease
(note 9)............................................... (13,554)
Other..................................................... 15,295
----------
Loss before income taxes.......................... (117,121)
Income tax expense (note 5)................................. (4,055)
----------
Net loss.......................................... $ (121,176)
==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-51
<PAGE> 115

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
GUARANTEE
OF NOTES ADDITIONAL TOTAL
COMMON PAYABLE OF PAID-IN ACCUMULATED STOCKHOLDERS'
STOCK STOCKHOLDERS CAPITAL DEFICIT DEFICIT
------ ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1998....................... $1,750 (1,200,000) 762,730 (142,782) (578,302)
Net loss..................... -- -- -- (121,176) (121,176)
------ ---------- ------- -------- --------
Balance at December 31,
1999....................... $1,750 (1,200,000) 762,730 (263,958) (699,478)
====== ========== ======= ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-52
<PAGE> 116

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $(121,176)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 57,647
Impairment loss on equipment held under capital
lease................................................. 13,554
Loss on disposal of equipment.......................... 7,659
Changes in assets and liabilities:
Accounts receivable.................................. 177,913
Prepaid expenses..................................... (1,677)
Other assets......................................... (3,348)
Accounts payable..................................... (7,011)
Accrued expenses..................................... 75,074
---------
Net cash provided by operating activities......... 198,635
---------
Cash flows used in investing activities:
Purchases of property and equipment....................... (54,376)
Proceeds on disposal of property and equipment............ 17,500
---------
Net cash used in investing activities............. (36,876)
---------
Net increase in cash and cash equivalents......... 161,759
Cash and cash equivalents at beginning of year.............. 69,697
---------
Cash and cash equivalents at end of year.................... $ 231,456
=========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest.................... $ 554
=========
Cash paid during the year for income taxes................ $ 2,686
=========
Equipment purchased through capital lease................. $ 278,264
=========
</TABLE>

See accompanying notes to consolidated financial statements.
F-53
<PAGE> 117

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) ORGANIZATION AND BASIS OF PREPARATION

Communication Consulting Services, Inc. (the "Company") was incorporated on
November 14, 1996 and is based in Illinois. On July 22, 1998, the Company
incorporated its wholly owned subsidiary, Convergent Communication Systems, Inc.

(B) DESCRIPTION OF BUSINESS

The Company is a communications network consulting firm that provides
high-tech engineering solutions to the wireless communications industry.
Solutions focus on reducing operational costs and increasing efficiencies
through utilizing internet protocol voice/data technology. The Company's primary
service offerings involve radio frequency and network interconnect engineering.

The consolidated financial statements include the financial statements of
Communication Consulting Services, Inc. and its wholly owned subsidiary,
Convergent Communication Systems, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.

(D) CONTRACT REVENUE AND COST RECOGNITION

Contract revenues are recognized as consulting services are provided based
on actual time and materials incurred.

(E) PROPERTY AND EQUIPMENT

(F) ORGANIZATION COSTS

(G) INCOME TAXES

F-54
<PAGE> 118
COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES -- CONTINUED
(H) USE OF ESTIMATES

(I) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

(J) COMPREHENSIVE INCOME

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components in a full set of financial statements. Comprehensive income
consists of net income or loss and all other gains and losses that are excluded
from net income by current accounting standards. SFAS No. 130 requires only
additional disclosures in the financial statements and does not affect the
Company's financial position or results of operations. The Company has no "other
comprehensive income" to report for the year ended December 31, 1999.

2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1999:

<TABLE>
<CAPTION>
ESTIMATED USEFUL
LIVES IN YEARS
----------------
<S> <C> <C>
Computer equipment.......................................... 5 $ 90,061
Wireless network under capital lease........................ 2 295,776
Furniture and fixtures...................................... 7 14,162
--------
Total property and equipment...................... 399,999
Less accumulated depreciation............................... 77,158
--------
Net property and equipment........................ $322,841
========
</TABLE>

3. CAPITAL LEASES

The Company, through its wholly owned subsidiary, entered into two capital
leases during 1999 in the amounts of $293,840 and $15,490, with an initial down
payment totaling $31,066, to lease an operating system and equipment,
respectively, for a high-speed wireless Internet access network in Las Vegas,
Nevada. The transaction violated a debt covenant of certain notes payable (the
"Notes"), guaranteed by the Company for its two stockholders, which prohibited
payments for the

F-55
<PAGE> 119
COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. CAPITAL LEASES -- (CONTINUED)
capital leases. As such, the Company was in default under the Notes and the
lease agreements at December 31, 1999.

Future minimum lease payments under capital leases at December 31, 1999
were as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
2000........................................................ $164,934
2001........................................................ 164,101
2002........................................................ --
2003........................................................ --
2004........................................................ --
Thereafter.................................................. --
--------
Total minimum lease payments................................ 329,035
Less amount representing interest at rates ranging from 14%
to 43%.................................................... (50,771)
--------
Present value of minimum lease payments and current capital
lease obligation.......................................... $278,264
========
</TABLE>

(4) NOTES PAYABLE TO STOCKHOLDERS

The notes payable to the Company's two stockholders result from their
assumption of the Company's debt to LCC International, Inc. ("LCC"), as a term
required under the stockholders' repurchase of 60% of the Company's stock from
LCC. The notes payable to stockholders bear interest at a fixed rate of 9% per
annum and are payable on demand.

(5) INCOME TAXES

Income tax expense for the year ended December 31, 1999 consisted of
current state income taxes of $4,055.

A reconciliation of the expected income tax benefit (based on the federal
statutory rate of 34%) to the actual income tax expense follows:

<TABLE>
<S> <C>
Expected income tax benefit................................. $(39,821)
State income taxes, net of federal benefit.................. 2,676
Nondeductible items......................................... 1,019
Change in valuation allowance............................... 44,934
Other, net.................................................. (4,753)
--------
$ 4,055
========
</TABLE>

F-56
<PAGE> 120
COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) INCOME TAXES -- (CONTINUED)
The income tax effect of temporary differences that give rise to
significant portions of the Company's deferred tax assets and liabilities at
December 31, 1999 is presented below:

<TABLE>
<S> <C>
Deferred tax asset:
Net operating loss and general business credit
carryforwards.......................................... $ 783
Allowance for doubtful accounts........................... 45,570
Other accrued expenses.................................... 62,432
--------
Total gross deferred tax assets................... 108,785
Less valuation allowance.................................... (93,343)
--------
Deferred tax assets............................... 15,442
Deferred income tax liability -- principally due to
differences in the book and tax bases of property and
equipment................................................. (15,442)
--------
Net deferred income tax asset..................... $ --
========
</TABLE>

The valuation allowance for deferred tax assets as of December 31, 1999 was
$93,343. The net change in the total valuation allowance for the year ended
December 31, 1999 was an increase of $44,934. In assessing the realizability of
deferred income tax assets, management considers whether it is more likely than
not that some portion or all of the deferred income tax assets will not be
realized. The ultimate realization of deferred income tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled
reversal of deferred income tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment.

At December 31, 1999, the Company had a net operating loss carryforward of
approximately $4,000 which is available to offset future taxable income, if any,
through 2018.

6. COMMITMENTS AND CONTINGENCIES

(A) OPERATING LEASES

The Company has commitments with unrelated parties under operating leases,
principally for office space, vehicles, and office equipment. These lease terms
generally cover a period of three to four years. The following summarizes the
approximate aggregate future minimum lease payments under all noncancelable
operating lease obligations:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
2000........................................................ $33,512
2001........................................................ 8,988
2002........................................................ 5,537
2003........................................................ 3,542
2004........................................................ --
Thereafter.................................................. --
-------
Total............................................. $51,579
=======
</TABLE>

Total lease expense for 1999 approximated $395,000.

F-57
<PAGE> 121
COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
(B) LEGAL MATTERS

On September 30, 1998, the Company guaranteed two notes payable (the
"Notes") totaling $1,200,000, which bear interest at a fixed rate of 9% per
annum, payable to LCC resulting from the stockholders' purchase of the common
stock previously owned by LCC by the Company's two remaining stockholders. The
common stock of the Company is pledged as security for the Notes. As such, the
Notes have been recorded as a liability of the Company.

The Notes are to be repaid in two principal installments, of $600,000 each
plus any accrued interest, on May 31, 1999 and November 30, 1999; however, these
payments are in default. The stockholders are currently negotiating a settlement
with the holder of the Notes to allow performance under the obligation.

7. EMPLOYEE BENEFITS

The Company operates a 401(k) plan (the "Plan") for eligible employees
whereby employees can make a pre-tax contribution to the Plan up to an annual
limit. The Company does not match employee contributions.

8. CUSTOMER CONCENTRATION

For the year ended December 31, 1999, revenues from two unaffiliated
customers totaled approximately 58% of revenues.

9. SUBSEQUENT EVENTS

On May 19, 2000, the lessor terminated the lease agreements with the
Company (discussed in note 3), as permitted under the default of payment
covenant, and repossessed the operating system. The Company did not incur any
penalty fees upon the lease termination and all obligations associated with the
lease were released.

As a result of the termination, the Company recorded an impairment loss of
$13,554 relating to the write-down of the leased equipment, as the Company
determined the equipment to have no alternative future benefit.

On June 15, 2000, the stockholders executed a Stock Purchase Agreement and
sold all of the issued and outstanding stock of the Company to Clear
Communications Group, Inc., a wholly owned subsidiary of o2wireless Solutions,
Inc., for a purchase price of $2,250,000 in cash. As a result of the sale, the
stockholders' notes payable to LLC were settled, resulting in the release of the
Company's guarantee of the stockholders' debt and the common stock previously
pledged as security for the Notes.

F-58
<PAGE> 122

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31,
2000
-----------
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 50,891
Accounts receivable, net of allowance for doubtful
accounts of $120,053................................... 881,261
Prepaid expenses.......................................... 10,484
-----------
Total current assets.............................. 942,636
Property and equipment, net of accumulated depreciation of
$81,317................................................... 286,843
Other assets................................................ 12,051
-----------
$ 1,241,530
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable.......................................... $ 27,377
Accrued expenses.......................................... 216,224
Capital lease obligation.................................. 278,264
Notes payable to stockholders............................. 180,000
Notes payable of stockholders guaranteed by Company....... 1,200,000
-----------
Total current liabilities......................... 1,901,865
-----------
Stockholders' deficit:
Common stock, $.001 par value; 1,750,000 shares
authorized, issued and outstanding..................... 1,750
Guarantee of notes payable of stockholders................ (1,200,000)
Additional paid-in capital................................ 762,730
Accumulated deficit....................................... (224,815)
-----------
Total stockholders' deficit....................... (660,335)
-----------
$ 1,241,530
===========
</TABLE>

See accompanying notes to consolidated financial statements.
F-59
<PAGE> 123

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
THREE-MONTH
PERIODS
ENDED MARCH 31,
-------------------
1999 2000
-------- --------
<S> <C> <C>
Contract revenues........................................... $518,643 $721,732
Cost of revenues............................................ 358,605 418,222
-------- --------
Gross profit...................................... 160,038 303,510
Selling, general, and administrative expenses............... 211,885 178,878
Depreciation and amortization............................... 6,144 41,644
-------- --------
Operating (loss) income........................... (57,991) 82,988
Other income (expense):
Interest income........................................... 292 855
Interest expense.......................................... -- (31,050)
Other..................................................... 21,000 7,966
-------- --------
(Loss) income before income taxes................. (36,699) 60,759
Income tax expense.......................................... (1,271) (21,616)
-------- --------
Net (loss) income................................. $(37,970) $ 39,143
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-60
<PAGE> 124

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
THREE-MONTH
PERIODS
ENDED MARCH 31,
--------------------
1999 2000
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income......................................... $(37,970) $ 39,143
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.......................... 6,144 41,644
Changes in assets and liabilities:
Accounts receivable.................................. 179,991 (291,207)
Prepaid expenses..................................... (5,960) 3,481
Other assets......................................... (4,478) (1,129)
Accounts payable..................................... (22,686) (5,762)
Accrued expenses..................................... (46,593) 38,911
-------- ---------
Net cash provided by (used in) operating
activities....................................... 68,448 (174,919)
-------- ---------
Cash flows used in investing activities -- Purchases of
property and equipment.................................... (6,406) (5,646)
Net increase (decrease) in cash and cash
equivalents...................................... 62,062 (180,565)
Cash and cash equivalents at beginning of period............ 69,698 231,456
-------- ---------
Cash and cash equivalents at end of period.................. $131,740 $ 50,891
======== =========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest.................... $ -- $ --
======== =========
Cash paid during the year for income taxes................ $ 1,271 $ --
======== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-61
<PAGE> 125

COMMUNICATION CONSULTING SERVICES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

The information as of March 31, 2000, and for the three-month periods ended
March 31, 1999 and 2000 is unaudited. In the opinion of management, these
consolidated financial statements include all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the results of
operations for the interim periods presented. Interim operating results are not
necessarily indicative of operating results expected for the entire year.

(2) SUBSEQUENT EVENTS

On May 19, 2000 the lessor under the Company's capital lease obligation
terminated the lease agreement, repossessed the related leased operating system
and released the Company from any future obligations.

On June 15, 2000, the stockholders executed a Stock Purchase Agreement and
sold all of the issued and outstanding stock of the Company to Clear
Communications Group, Inc., a wholly owned subsidiary of o2wireless Solutions,
Inc., for a purchase price of $2,250,000 in cash. As a result of the sale, the
stockholders' notes payable to LLC International, Inc. were settled resulting in
the release of the Company's guarantee of the stockholders' debt and the common
stock previously pledged as security for the stockholders' notes.

F-62
<PAGE> 126

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)

The following unaudited pro forma condensed combined statement of
operations of o2wireless Solutions, Inc. and subsidiaries for the six months
ended June 30, 2000 gives effect to the acquisition of Communication Consulting
Services, Inc. and subsidiary ("CCS") on June 15, 2000, using the purchase
method of accounting, as if the acquisition had occurred on January 1, 1999. The
pro forma results are not necessarily indicative of what would have occurred had
this acquisition been consummated as of January 1, 2000, or of future operations
of the combined companies. The pro forma condensed combined financial
information should be read in conjunction with the separate financial statements
and related notes of o2wireless Solutions, Inc. and subsidiaries, and CCS,
included elsewhere in this Prospectus.

PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2000

<TABLE>
<CAPTION>
COMMUNICATION
O2WIRELESS CONSULTING SERVICES,
SOLUTIONS, INC. INC. AND SUBSIDIARY PRO FORMA PRO FORMA
AND SUBSIDIARIES PRE-ACQUISITION AMOUNTS ADJUSTMENTS COMBINED
---------------- ----------------------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues...................................... $ 57,243 $1,348 $ -- $ 58,591
Cost of revenues.............................. 40,437 861 -- 41,298
Selling, general, and administrative
expenses.................................... 10,774 325 -- 11,099
Depreciation and amortization................. 1,992 69 71(A) 2,132
-------- ------ ------- --------
Operating income...................... 4,040 93 (71) 4,062
Other income:
Interest income............................. 32 1 -- 33
Interest expense............................ (2,437) (52) (211)(B) (2,700)
Other income................................ 24 8 -- 32
Increase in fair value of put warrants...... (13,681) -- -- (13,681)
-------- ------ ------- --------
(Loss) income before income taxes..... (12,022) 50 (282) (12,254)
Income taxes.................................. (769) (20) 84(C) (705)
-------- ------ ------- --------
Net (loss) income............................. (12,791) 30 (198) (12,959)
Preferred stock dividends and accretion....... (939) -- -- (939)
-------- ------ ------- --------
Loss applicable to common
shareholders........................ $(13,730) $ 30 $ (198) $(13,898)
======== ====== ======= ========
Basic and diluted loss per common share....... $ (1.85) $ (1.87)
======== ========
Weighted average shares outstanding........... 7,431 7,431
======== ========
</TABLE>

------------------------------

(A) Represents the assumed additional amortization of goodwill for the period
prior to acquisition of Communication Consulting Services, Inc. and
subsidiary based on a 10-year useful life.

(B) Reflects the assumed additional interest cost related to borrowings required
to fund the acquisition, using an effective rate of 20.5% per annum.

F-63
<PAGE> 127

O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)

The following unaudited pro forma condensed combined statement of
operations of o2wireless Solutions, Inc. and subsidiaries for the year ended
December 31, 1999 gives effect to the acquisitions of McKenzie
Telecommunications Group, Inc. ("MTG") and TWR Group on November 1, 1999, along
with Communication Consulting Services, Inc. and subsidiary ("CCS") on June 15,
2000, using the purchase method of accounting, as if the acquisitions had
occurred on January 1, 1999. The historical results of operations of o2wireless
Solutions, Inc. and subsidiaries include the results of operations of MTG and
TWR Group since November 1, 1999. The pro forma results are not necessarily
indicative of what would have occurred had these acquisitions been consummated
as of January 1, 1999, or of future operations of the combined companies. The
pro forma condensed combined financial information should be read in conjunction
with the separate financial statements and related notes of o2wireless
Solutions, Inc. and subsidiaries, TWR Group, and CCS, included elsewhere in this
Prospectus.

PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
HISTORICAL FOR THE
HISTORICAL FOR THE TEN-MONTH YEAR
PERIOD ENDED DECEMBER 31,
ENDED OCTOBER 31, 1999 1999
HISTORICAL ------------------------------ -------------------------
O2WIRELESS MCKENZIE COMMUNICATION
SOLUTIONS, INC. TELECOMMUNICATIONS CONSULTING SERVICES, INC.
AND SUBSIDIARIES GROUP, INC. TWR GROUP AND SUBSIDIARY
---------------- ------------------ --------- -------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues........................... $48,631 $1,140 $20,467 $2,743
Cost of revenues................... 35,919 726 14,863 1,827
Selling, general, and
administrative expenses........... 9,517 1,328 4,548 863
Depreciation and amortization...... 2,120 25 348 58
------- ------ ------- ------
Operating income (loss)..... 1,075 (939) 708 (5)
Other income:
Interest income................... 20 -- 6 2
Interest expense.................. (2,343) -- (428) (108)
Other income (expense)............ 82 -- 17 (6)
------- ------ ------- ------
Loss before income taxes,
extraordinary item, and
cumulative effect of
accounting change.......... (1,166) (939) 303 (117)
Income tax (benefit) expense....... (1,226) -- -- 4
------- ------ ------- ------
Income (loss) before
extraordinary item and
cumulative effect of
accounting change.......... 60 (939) 303 (121)
Preferred stock dividends and
accretion......................... (632) -- -- --
------- ------ ------- ------
Loss applicable to common
shareholders before
extraordinary item and
cumulative effect of
accounting change.......... $ (572) $ (939) $ 303 $ (121)
======= ====== ======= ======
Basic and diluted loss per common
share before extraordinary item
and cumulative effect of
accounting change................. $ (0.08)
=======
Weighted average shares
outstanding....................... 7,189
=======

PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
----------- ---------
(IN THOUSANDS)
<S> <C> <C>
Revenues........................... $ -- $72,981
Cost of revenues................... -- 53,335
Selling, general, and
administrative expenses........... -- 16,256
Depreciation and amortization...... 832(A) 3,383
------- -------
Operating income (loss)..... (832) 7
Other income:
Interest income................... -- 28
Interest expense.................. (2,230)(B) (5,109)
Other income (expense)............ -- 93
------- -------
Loss before income taxes,
extraordinary item, and
cumulative effect of
accounting change.......... (3,062) (4,981)
Income tax (benefit) expense....... (1,193)(C) (2,415)
------- -------
Income (loss) before
extraordinary item and
cumulative effect of
accounting change.......... (1,869) (2,566)
Preferred stock dividends and
accretion......................... -- (632)
------- -------
Loss applicable to common
shareholders before
extraordinary item and
cumulative effect of
accounting change.......... $(1,869) $(3,198)
======= =======
Basic and diluted loss per common
share before extraordinary item
and cumulative effect of
accounting change................. $ (0.44)
=======
Weighted average shares
outstanding....................... 7,189
=======
</TABLE>

------------------------------

(A) Represents the assumed additional amortization of goodwill on the
acquisitions of McKenzie Telecommunications Group, Inc., TWR Group, and
Communication Consulting Services, Inc. and subsidiary based on a 10-year
useful life.

(B) Reflects the assumed additional interest cost related to borrowings required
to fund the acquisitions, using an effective rate of 20.5% per annum.

(C) Reflects the pro forma tax effects of applying a 40% tax rate to the
earnings and losses of MTG, TWR Group and CCS and reflects the tax effects
of additional interest costs.

F-64
<PAGE> 128
Inside Back Cover

At top of page this headline "o2wireless provides integrated network services to
help wireless companies respond to market forces and stay at the forefront of
technological change.

Graphic depicting listed technological and market forces converging with
o2wireless. Listed technological forces include: m-commerce, broadband, data,
and voice. Listed market forces include: competition, globalization, outsourcing
and deregulation.

<PAGE> 129

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--------------------------------------------------------------------------------

6,100,000 SHARES

(O2WIRELESS SOLUTIONS, INC. LOGO)

COMMON STOCK
--------------------
PROSPECTUS
--------------------

CHASE H&Q
CREDIT SUISSE FIRST BOSTON
THOMAS WEISEL PARTNERS LLC
-------------------
AUGUST 15, 2000
-------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
WHICH IS CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING
OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND
SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE
ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF
THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.

NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF
THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.

THROUGH AND INCLUDING SEPTEMBER 9, 2000, THE 25TH DAY AFTER COMMENCEMENT OF
THE OFFERING, ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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