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Level 3 & GeoNet Sign Definitive Merger Agreement

LEVEL 3 & GEONET SIGN DEFINITIVE MERGER AGREEMENT

Merger Gives Level 3 Jump Start in Hot Silicon Valley Market

OMAHA, NE, August 18, 1998 – Level 3 Communications, Inc. (Nasdaq: LVLT) and GeoNet Communications, Inc., a regional Internet Service Provider (ISP) headquartered in Redwood City, CA, today announced that the two companies have executed a definitive agreement and plan of merger. The agreement is a stock for stock transaction valued at approximately $21 million. The merger is expected to close during the third quarter of 1998.

"The merger with GeoNet accelerates Level 3's business plan for moving into the leading edge Silicon Valley market in 1998," said Kevin J. O'Hara, executive vice president and COO of Level 3. "As part of Level 3, GeoNet will have an immediate impact on our business in a number of significant areas. First, GeoNet possesses a first class team of technical, operations and sales personnel in one of the tightest labor markets in the country. We are looking forward to building our Northern California operations from this talented group. Second, the GeoNet team has built an award-winning ISP serving small and mid-size businesses which are logical prospects for Level 3's broader array of communications services."

According to John Russo, founder and CEO of GeoNet: "We believe that Level 3 is a great partner for GeoNet shareholders, for our customers, and for our employees. We share Level 3's vision of the power and efficiency of a completely IP-based communications network and look forward to contributing to Level 3's success."

Founded in 1994, GeoNet has developed into a Tier-1 ISP offering direct access to the Internet and serving over 200 customers in Northern California. GeoNet has been recognized as the region's –#1 value in T1 business Internet access – by the Keystone/Boardwatch Index, an independent survey of national Internet backbone providers. In addition to serving emerging, Internet-centric companies in the San Francisco Bay Area, GeoNet also provides Internet services to trade shows and conventions. For the past two years, the company has successfully wired the world's largest trade show network at COMDEX/Fall in Las Vegas, an event that attracts over a quarter of a million attendees annually.

"GeoNet's Web-savvy customers look to us for outstanding performance and service," added Russo. "We are confident that our customers will find Level 3's leading edge services and tremendous resources are ideally suited to their current and future needs."

About GeoNet Communications, Inc.
GeoNet is a California-based Tier-1 Internet Service Provider specializing in turnkey Internet solutions for commercial customers. GeoNet's products range from high-speed T1 and T3 access for the corporate LAN to high-performance, fully customized Internet Web servers. GeoNet has implemented its own extensive nationwide IP over ATM backbone comprised entirely of leased fiber optic digital circuits. GeoNet is a peering member of the Internet backbone ensuring peak network performance.


About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to enable Level 3’s customers to meet their growing demands for advanced communications solutions. The company’s Web address is www.Level3.com.

"Level 3 Communications,” "Level 3," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries.  Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc.  Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.

Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and meet all of the terms and conditions of our debt obligations. Additional information concerning these and other important factors can be found within Level 3’s filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.