THIS MATTER having come before the Court on the application of Representative Plaintiffs' Counsel for an award of attorneys' fees and reimbursement of expenses incurred; the Court, having considered all papers filed and proceedings conducted herein, and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. All of the capitalized terms used herein shall have the same meaning as set forth in the Stipulation of Settlement dated as of January 11, 2000.

2. This Court has jurisdiction over the subject matter of this application and all matters relating thereto, including all members of the class who have not timely and validly requested exclusion.

3. The Court hereby awards Representative Plaintiffs' Counsel attorneys' fees in the amount of thirty percent (30%) of the Settlement Fund plus litigation expenses incurred in an aggregate amount of $324,194.57 together with the interest earned thereon for the same period and at the same rate as that earned on the Settlement Fund until paid. Said fees and expenses shall be allocated among Representative Plaintiffs' Counsel by Plaintiffs' Settlement Counsel in a manner which, in Plaintiffs' Settlement Counsel's good faith judgment, reflects each such Representative Plaintiffs' Counsel's contribution to the institution, prosecution and resolution of the litigation. The Court finds that the amount of fees awarded is fair and reasonable under the "percentage-of-the-recovery" method.

4. The awarded attorneys' fees and expenses shall be paid to Plaintiffs' Settlement Counsel immediately after the date this Order is executed subject to the terms, conditions and obligations of the Stipulation and in particular ¶7.2 thereof, which terms, conditions and obligations are incorporated herein.
 

DATED: __________________         ___________________________________
                                                           THE HONORABLE MARILYN H. PATEL
                                                           UNITED STATES DISTRICT JUDGE

Submitted by:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK
ELLEN GUSIKOFF STEWART
 
 

______________________________
ELLEN GUSIKOFF STEWART

600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
REED R. KATHREIN
JEFFREY W. LAWRENCE
KIMBERLY C. EPSTEIN
100 Pine Street, Suite 2600
San Francisco, CA 94111
Telephone: 415/288-4545

WOLF POPPER LLP
LESTER L. LEVY
PATRICIA I. AVERY
MICHAEL A. SCHWARTZ
845 Third Avenue
New York, NY 10022
Telephone: 212/759-4600

Co-Lead Counsel for Plaintiffs
 

N:\PARA\colleenr\web\SLH80627.ord

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interest in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on September 8, 2000, declarant served the [PROPOSED] ORDER AWARDING ATTORNEYS' FEES AND EXPENSES by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

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

I declare under penalty of perjury that the foregoing is true and correct. Executed this 8th day of September, 2000, at San Diego, California.
 

_________________________
DANELLE L. McNERTNEY