Real Estate Sales

John A. Harwood

The Phoenix Condominium

**** ********* ****, **** ****

Atlanta, Georgia 30305

678-***-**** (cell)

abm8vb@r.postjobfree.com

LEGAL EXPERIENCE

****-**** ******* **************, Atlanta, Georgia

As General Counsel for Cypress, I am

responsible for supervising all of the legal

work for the company. This includes providing

advice in connection with the negotiation of

our debt financing, vendor contracts and

customer contracts, ensuring FCC and state

regulatory compliance, handling litigation

matters with outside counsel, providing

guidance on human resources issues, reviewing

real estate leases, and protecting the

company's intellectual property.

1992-2007 BellSouth Corporation, Atlanta, Georgia

As Senior Mergers & Acquisitions Counsel, I

represented the BellSouth Corporate Development

group in its merger and acquisition activities,

formation of new joint ventures, and

disposition of unprofitable lines of business.

1990-1992 BellSouth International, Inc., Atlanta,

Georgia

As General Counsel for BSI, I represented the

officers in connection with the day-to-day

legal issues affecting the international

operations of the company.

1985-1990 BellSouth Corporation, Atlanta, Georgia

As a general corporate lawyer and tax

attorney, I provided planning advice in

connection with BellSouth's domestic and

international acquisitions and joint ventures.

1983-1985 Law Firm of Kutak Rock LLP, Atlanta, Georgia

As an associate, my focus was on business tax

planning and advising clients on general

corporate legal issues.

EDUCATION

The University of Florida College of Law

Gainesville, Florida

LL.M. in Taxation, received May, 1983

GPA: 3.6 on a 4.0 scale

The University of Arizona College of Law

Tucson, Arizona

Juris Doctor, Order of the Coif, received May,

1981

GPA: 3.5 on a 4.0 scale; class rank 7th of 147

The University of Arizona Law Review

Associate Editor 1980-81

Creighton University

Omaha, Nebraska

Bachelor of Arts, Magna Cum Laude, received

May, 1978

GPA: 3.7 on a 4.0 scale

Dean's List: 1974-1978

PUBLICATIONS

"Police-Assisted Repossessions," 22 Arizona Law Review 109 (1980)

"Protecting Riparian Vegetation", 23 Arizona Law Review 341 (1981)

ADMITTED TO PRACTICE

State Bar of Arizona

State Bar of Nebraska

State Bar of Georgia

PERSONAL

I am married to Rachel Harwood.

We have two children: Maria (17) and Thomas (22).

Maria is in the tenth grade at Holy Spirit Prep High

School in Atlanta.

Thomas is a senior at Hamilton College in Clinton, New

York.

A list of significant transactions that I have handled over the last 10

years is set forth below.

References will be made available upon request.

Significant Transactions

1. Portal Agreement with Yahoo. I provided advice in connection with the

drafting and negotiation of a definitive Co-Branded Services Agreement with

Yahoo. Pursuant to this three-year relationship, Yahoo would provide a

customized portal which will become the default portal for all new

subscribers of BellSouth's Internet access services who do not opt out of

receiving the service.

2. Agency Agreement with DirecTV. BellSouth Telecommunications ("BST")

entered into a three-year agency agreement with DirecTV, whereby BST acts

as an agent selling DirecTV's video programming packages to residential

customers in the BST nine-state region. I provided advice as the lead

lawyer in connection with the re-negotiation and execution of a new 5-year

agency agreement with DirecTV.

3. Internet Yellow Pages Search. I provided advice in connection with the

drafting and negotiation of the definitive joint venture documents to form

IYP Group LLC, which would create a new search platform to compete with

Verizon's SuperPages.com. The joint venture would negotiate arrangements

with the most popular search engines, such as Google and Yahoo, so that

search traffic would be driven to the joint venture's new website. SBC

holds 66% of the equity and BellSouth holds 34% of the equity.

4. Acquisition of YellowPages.com. I provided advice in connection with

the drafting and negotiation of the definitive Merger Agreement and related

documents for IYP Group LLC to acquire www.yellowpages.com, Inc. for $97.5

million. The primary reason for the acquisition of YellowPages.com was

obtaining control of a valuable domain name that is intuitively appealing,

averaging more than 15 million "hits" per month.

5. Wireless Broadband Joint Venture. I provided advice in connection with

the formation of a joint venture with America Connect to deploy a wireless

DSL business in small rural markets in North Carolina, South Carolina and

Virginia. BellSouth will lease spectrum to the joint venture which will

operate in areas outside the BellSouth wireline franchise area.

6. Sale of Rural Wire Centers. I provided advice in connection drafting

and negotiating a definitive Asset Sale Agreement for the sale by BellSouth

of two wire centers located in Gatewood and Milton, North Carolina, near

the Virginia border. The wire centers serve roughly 3,700 access lines.

Madison River Capital is the party buying these two wire centers for $6.15

million in cash.

7. Disposition of Cellcom. I provided advice to BellSouth Corporate

Development in connection with exploring the potential sale of BellSouth's

equity interest in Cellcom Israel. BellSouth and the Safra family together

owned 69.5% of Cellcom through a Netherlands holding company.

8. WorldCom Broadband Solutions. I provided advice in connection with

BellSouth bidding on broadband radio spectrum and related equipment held by

WorldCom Broadband Solutions (WBS). WBS sold its assets pursuant to a

Section 363 auction sale in bankruptcy; the high bidder in the auction was

Nextel, which bid $150 million. BellSouth received $1.95 million as its fee

for its role in the deal as the designated stalking horse bidder.

9. Film Tax Credits. I provided advice in connection with the purchase of

investment tax credits and employment tax credits by BellSouth's telco and

publishing subsidiaries (BST and BAPCO), which were useable in the state of

Louisiana. BST and BAPCO paid approximately $5.5 million for $6.5 million

in state tax credits generated by the Disney Company in connection with its

production of the commercial film, "Mr. 3000".

10. Real Estate Transactions. I provided advice to BellSouth's real

estate subsidiary, Sunlink, in connection with the sale of its 70% equity

interest in the office buildings located at 1100 Peachtree Street (sales

price $110m) and in the Chastain Center office park (sales price $42m). In

addition, I provided advice to Sunlink in connection with its $18m

acquisition of the 20% equity interest held by Carter & Associates in the

Campanile building at 1155 Peachtree Street (the BellSouth headquarters

building).

11. Purchase of CLEC Subscribers. I provided advice in connection with

BellSouth's acquisition of 10,000 voice and data lines of small business

customers from a competitive local exchange carrier ("CLEC") dba Adelphia

Business Solutions. Adelphia sold its assets pursuant to a Chapter 11

bankruptcy filing.

12. Sale of Cable TV System in Vestavia Hills, Alabama. I provided advice

in connection with BellSouth Entertainment negotiating and executing a

letter of intent to sell substantially all of the assets of its cable

system in Vestavia Hills to Charter Communications. Transaction size was

$7.7 million.

13. Satellite Video Entertainment. I provided advice in connection with

negotiating and signing a long-term Satellite Transponder Service Agreement

with General Electric's satellite subsidiary, Americom. Transaction size

was $2 billion.

14. Mexico Wireless Communications Opportunity. Provided advice in

connection with conducting due diligence on Unefon, S.A. de C.V. This

company, a digital cellular operator based in Mexico City, was on the

market pursuant to a public auction process.

15. BellSouth Exchange Services. I provided advice in connection with the

negotiation and execution of a Memorandum of Understanding with Commerce

One, AT&T, British Telecom, and Deutsche Telekom to form a joint venture to

create an electronic business-to-business (B2B) website for the procurement

of goods and services by telecommunications companies.

16. Daniel Island Cable TV. I provided advice in connection with the

negotiation and execution of the sale of BellSouth Entertainment's cable

television business on Daniel Island, South Carolina. Transaction size was

$1 million.

17. BellSouth Affinity Card Transaction. I provided advice in connection

with (i) terminating the existing MasterCard credit card arrangement with

GE Capital and (ii) negotiating, signing and closing two new Co-Branded

Credit Card Agreements with First USA Bank. One agreement was for an

affinity card targeting BellSouth consumers and another agreement was for

an affinity card targeting BellSouth's small-business customers. Card

portfolio size was $300 million.

18. Cellemetry. I provided advice in connection with negotiation the re-

structuring of BellSouth Wireless' investment in Cellemetry LLC, which

operates a wireless telemetry technology enabling data to be transmitted

over the control channel of a cellular or PCS network for remote monitoring

of equipment. BellSouth holds a 40% equity interest and Numerex

Corporation holds a 60 % equity interest in the LLC. In exchange for

BellSouth modifying certain rights it holds under the Cellemetry LLC

Operating Agreement, BellSouth received a $3 million preferred stock

investment in Numerex. The preferred is convertible into 600,000 shares of

common stock, representing about 6% of Numerex's outstanding common stock.

19. PointCast. I provided advice in connection with negotiating a

shareholder's agreement and operating agreement in connection with the

creation of a potential joint venture among BellSouth, US WEST, Bell

Canada, Microsoft, Bell Atlantic, and GTE. The members of the joint

venture would have funded the acquisition of PointCast Incorporated for

$105 million. The joint venture did not proceed because of the withdrawal

of Bell Atlantic and GTE from the consortium.

20. FCC Spectrum (BRS) Acquisitions.

A. Atlanta. I provided advice in connection with conducting

corporate and regulatory due diligence, signing of the definitive merger

agreement, preparing the SEC registration statement, and closing the

acquisition of Wireless Cable of Atlanta. Deal size: $43 million in

BellSouth common stock.

B. Miami. I provided advice in connection with conducting corporate

and regulatory due diligence, signing of the definitive merger agreement,

preparing the SEC registration statement, and closing the acquisition of

South Florida Television, Inc. Deal size: $48 million in BellSouth common

stock.

C. American Telecasting. I provided advice in connection with

conducting corporate and regulatory due diligence, signing of the

definitive asset purchase agreement, preparing the SEC registration

statement, and closing the purchase of the assets of American Telecasting's

wireless cable businesses in four Florida markets (Jacksonville, Orlando,

Daytona, and Fort Myers) as well as Louisville, Kentucky. Deal size: $54

million in cash.

D. Athens. I provided advice in connection with negotiating and

signing a definitive asset purchase agreement to acquire BRS spectrum in

the Athens, Georgia market from Visionspan, Inc. Deal size: $3.9 million

in cash.

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