Kevin B. Kimberlin and Joni R. Steele, et al. - Page 3

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          Kimberlin (i.e., the warrants transferred to him by Spencer                 
          Trask) is a constructive dividend, return of capital, or capital            
               Kevin Kimberlin (Mr. Kimberlin) is an investment banker and            
          an 87-percent shareholder of Spencer Trask & Co. (Spencer Trask).           
          Kevin Kimberlin Ltd. Partners (Kimberlin Partners) is a TEFRA               
          partnership that was established on December 28, 1995.  Mr.                 
          Kimberlin is the sole general partner with a 1-percent interest.            
          The remaining interests in Kimberlin Partners are held by                   
          entities partly or wholly owned by Mr. Kimberlin.                           
               Ciena Corp. (Ciena), a Delaware corporation, was formed in             
          1992 to develop and market dense wavelength division multiplexing           
          systems for long-distance fiberoptic telecommunications networks.           
          Ciena, in need of financing, planned several private stock                  
          offerings and a subsequent initial public stock offering.  The              
          relationship between Mr. Kimberlin and Ciena began in 1993 when             
          Mr. Kimberlin, through INNO Co., a New York-based investment                
          company that is wholly owned by Mr. Kimberlin, provided Ciena               
          with $190,000 in seed capital and a $300,000 letter of credit               
          pursuant to a stock subscription agreement.                                 
               On November 9, 1993, Ciena entered into an exclusive private           
          placement agreement (1993 PPA) with Spencer Trask Ventures                  

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