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Leading Telecommunications Companies Form International Soft Switch(SM) Consortium

LEADING TELECOMMUNICATIONS COMPANIES FORM INTERNATIONAL SOFTSWITCH (SM) CONSORTIUM

Group to Focus on Accelerating IP Voice and Multimedia Applications

OMAHA, NEBRASKA, May 13, 1999 – A group of leading telecommunications companies announced today that they are forming the International Softswitch Consortium. The purpose of the organization is to promote open standards and protocols, and new application development for a distributed set of hardware and software platforms which can seamlessly interconnect the traditional telephone network with information and applications currently available only over the Internet.

This set of technologies operates by distributing functions currently performed by digital circuit switches and is generally referred to as a "Softswitch." Key features of Softswitch architectures include: open, standardized protocols which connect distributed hardware and software; seamless interconnection between both the transport and signaling networks of IP and traditional telephone networks; and open, standardized application development environments.

The Softswitch Consortium will be the first group to focus exclusively on interconnection between IP networks and traditional telephone networks, and will promote worldwide compatibility and interoperability. The Consortium will also be a catalyst in stimulating independent software vendors to develop value-added services for service providers and network users. Initial founding Consortium members include Cisco Systems, Enron Communications, Hewlett-Packard Company, Level 3 Communications, Inc., Lucent Technologies, Nortel Networks, NorthPoint Communications, pulver.com, Rhythms NetConnections Inc., and Telcordia Technologies, Inc. (formerly Bellcore).

Open enrollment for founding members will continue through May 31, 1999. "We believe that open, market-based development of the Softswitch platform will deliver many benefits to our industry customers," said Ike Elliott, senior director of voice & access network engineering for Level 3 Communications. "In many ways, it is similar to the replacement of mainframe computing by distributed client-server systems. Softswitches will help network operators provide both traditional services and innovative new services at lower cost."

"Cisco's Open Packet Telephony architecture is enabling New World networks today," said Ian Landy, vice president marketing, Telephony Internet Services Unit, Cisco Systems. "Open, industry-standard interfaces will accelerate the realization of next generation services and network flexibility."

"Enron Communications is focused on the creation of a platform for the development and deployment of a new generation of IP-based network applications," said Rex Shelby, senior vice president of engineering and operations at Enron Communications. "A coherent set of standards around the Softswitch concept can provide a tremendous boost to our efforts and the efforts of many other companies in the industry. We look forward to participating in the Softswitch Consortium."

"Encouraging the creation of innovative new services to offer across the public phone network and the Internet is exactly what we had in mind when we introduced the first software switch, our PacketStar IP Services Platform, last September," said Lance Boxer, president of Lucent Technologies' Communications Software Group. "We see the software switch as a breakthrough that will help both traditional and emerging carriers deliver the best of the circuit and IP worlds to their customers."

"Nortel Networks - Internet telephony solutions, including IPConnect and Succession, are based on openness and seamless interoperability with the PSTN," said Al Bender, vice president and general manager of Internet Telephony for Nortel Networks. "Creating industry standards for Softswitch interoperability and application development is essential."

"NorthPoint is dedicated to bringing new, innovative technologies like DSL to small and medium-size businesses and consumers," said Mike Borsetti, director of technology strategy at NorthPoint Communications. "We are excited to participate in the development of standards that will help enable the convergence of the Internet and traditional telephony services."

"With the establishment of the Softswitch Consortium, application developers will finally have the opportunity to create 'NextGen' telephony applications using a common interface which is supported across a variety of platforms," said Jeff Pulver, CEO of pulver.com.

"We are pleased to be a founding member of the Softswitch Consortium," said Jim Greenberg, Rhythms chief network officer. "We expect the Consortium to help accelerate the development and standardization of network-based applications, which are part of our mission to deliver high performance, total access solutions."

"Establishing the Softswitch Consortium is an important milestone in evolving next generation network applications," said Mary Turney, vice president of next generation network solutions, Telcordia Technologies, Inc. (formerly Bellcore). "The Consortium is committed to promoting seamless interoperability between the PSTN and IP networks so that new applications will be portable, scalable and economical." The International Softswitch Consortium will operate as a non-profit corporation with open membership that is committed to advancing IP distributed network architecture standards that enable and expedite application development. Member benefits will include access to an interoperability test lab, direction of specification development across multiple interfaces, early use of reference software implementations, and discounted attendance at developers, conferences and interoperability events.

General information will be readily available to any interested party. For more information on the International Softswitch Consortium, including the initial member fee schedule, visit the organization's Web site at www.softswitch.org.

About the International Softswitch Consortium Member Companies
Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the Internet. News and information are available at www.cisco.com.

Enron Communications, Inc., a wholly owned subsidiary of Enron Corp. (NYSE: ENE), is a leader in the delivery of high-quality, high-bandwidth business information and applications. Enron Communications is building a long-haul fiber-optic network on strategic routes throughout the United States to create a data-centric national pure IP backbone known as the Enron Intelligent Network. It is extending the capabilities of that network through agreements with ISPs and carriers seeking to generate new revenue sources and improved services.

Hewlett-Packard Company-a leading global provider of computing and imaging solutions and services for business and home-is focused on capitalizing on the opportunities of the Internet and the proliferation of electronic services. HP had computer-related revenue of $39.5 billion in its 1998 fiscal year. HP plans to launch a new company ('NewCo') consisting of its industry-leading test-and-measurement, components, chemical-analysis and medical businesses. These businesses represented $7.6 billion of HP?s total revenue in fiscal 1998. With leading positions in multiple market segments, this technology-based company will focus on high-growth opportunities such as communications and life sciences. HP has 122,800 employees worldwide and had total revenue of $47.1 billion in its 1998 fiscal year. Information about HP, its products and the company's Year 2000 program can be found on the World Wide Web at www.hp.com.

Lucent Technologies (NYSE:LU), headquartered in Murray Hill, N.J., designs, builds and delivers a wide range of public and private networks, communications systems and software, data networking systems, business telephone systems and microelectronic components. Bell Labs is the research and development arm for the company. More information about Lucent Technologies is available on the company's Web site at www.lucent.com.

Nortel Networks (NYSE/TSE:NT) delivers value to customers around the world through Unified Networks solutions, spanning mission-critical telephony and IP-optimized networks. Customers include public and private enterprises and institutions; Internet service providers; local, long-distance, cellular and PCS communications companies, cable television carriers, and utilities. Nortel Networks' common shares are listed on the New York, Toronto, Montreal, Vancouver, and London stock exchanges. Nortel Networks had 1998 revenues of US$17.6 billion and has approximately 75,000 employees worldwide.

NorthPoint is a national, facilities-based provider of high speed, local data network services. NorthPoint's networks use digital subscriber line, or DSL, technology to transport data at guaranteed speeds up to 25 times faster than common dial-up modems. NorthPoint markets its network and data transport services to Internet service providers, broadband data service providers, and long-distance and local telephone companies. The company is currently providing services in 17 metropolitan areas in the United States and intends to offer service in a total of 28 metropolitan areas by the end of this year. The company has obtained required regulatory approvals to offer services in each of those markets.

Since 1995, pulver.com's founder and CEO Jeff Pulver has engaged in activities to help develop the Internet telephony industry. Jeff's activities have included founding the "Voice on the Net Coalition" (www.von.org), "The Minutes Exchange" (http://pulver.com/min-x), and the pulver.com Open Test Network (http://pulver.com/testnetwork); and publishing of The Pulver Report (http://pulver.com/reports). Mr. Pulver is also the producer/director of the Voice on the Net ('VON') Conferences (http://pulver.com/europe99) that are widely attended by the industry he represents.

Rhythms NetConnections Inc. (Nasdaq: RTHM) is an Englewood, Colorado-based business with commercial services in San Diego, San Francisco, Oakland/East Bay, San Jose, Sacramento, Los Angeles, Orange County, Chicago, Boston, New York and Philadelphia. The company is a provider of networking solutions for businesses, using DSL technology to provide high-speed remote access to private networks and the Internet. Telecommunications services for Rhythms are provided by ACI, a wholly owned subsidiary of Rhythms. For more information, call 1-800-RHYTHMS, or visit the Web site at www.rhythms.net.

Telcordia Technologies, Inc. (formerly Bellcore), is an SAIC company providing software, engineering, consulting and training services to optimize the performance of communication networks worldwide. Telcordia was created in 1984, employs 6,000 professionals, and has revenues of more than $1.2 billion. Telcordia (www.Telcordia.com) is headquartered in Morristown, NJ, with offices throughout the United States, Europe, Central and South America and Asia Pacific.


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.