This matter having come before the Court on Representative Plaintiffs' application for approval of the Plan of Allocation of net settlement proceeds in the above-captioned action; the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. For purposes of this Order, the terms used herein shall have the meanings set forth in the Stipulation of Settlement dated as of January 11, 2000 ("Stipulation").

2. Pursuant to and in full compliance with Rule 23 of the Federal Rules of Civil Procedure, this Court hereby finds and concludes that due and adequate notice was directed to all Persons and entities who are Settlement Class members advising them of the Plan of Allocation and of their right to object thereto, and a full and fair opportunity was accorded to all Persons and entities who are Settlement Class members to be heard with respect to the Plan of Allocation.

3. The Court hereby finds and concludes that the formula for the calculation of the Claims of Authorized Claimants which is set forth in the Memorandum in Support of Approval of Plan of Allocation, filed herewith, and in the Notice of Pendency and Settlement of Class Action and Settlement Hearing ("Notice") sent to Settlement Class members, provides a fair and reasonable basis upon which to allocate the proceeds of the Settlement Fund established by the Stipulation among the Settlement Class members, with due consideration having been given to administrative convenience and necessity. This Court hereby finds and concludes that the Plan of Allocation set forth in the Notice is in all respects fair and reasonable and the Court hereby approves the Plan of Allocation.

IT IS SO ORDERED.

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 260
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\DLM82397.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 APPROVING PLAN OF ALLOCATION 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