Metro One Telecommunications, Inc.

11200 Murray Scholls Place

Beaverton, Oregon 97007

Proxy Statement
For the Annual Meeting of Shareholders
To be Held June 21, 2006
held            , 2007

The Board of Directors of Metro One Telecommunications, Inc. is furnishing this proxy statement to Metro One’s shareholders to solicit proxies for use at the annual meeting of shareholders to be held on             June 21, 2006,, 2007, at   3:30 :   [a.m./p.m.], local time, at Metro One Telecommunications, Inc., 11200 Murray Scholls Place, Beaverton, Oregon, 97007, and at any adjournments or postponements of the meeting. In this proxy statement, “Metro One,” “we,” “us” and “our” refer to Metro One Telecommunications, Inc.

This proxy statement, together with the enclosed proxy, is expected to be first being mailed to shareholders on or about May 5, 2006.

July   , 2007.

Record Date and Quorum

The Board of Directors has fixed April 25, 2006June 5, 2007, as the record date for the meeting. Only holders of record of shares of Metro One Series A convertible preferred stock (“convertible preferred stock”) and common stock (“common stock”) at the close of business on the record date will be entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting. On the record date, there were outstanding 6,233,326 shares of our common stock and 220 shares of our convertible preferred stock.

Quorum

A quorum must be present at the meeting with respect to a proposal for action to be taken on that proposal. The presence, in person or by proxy, of a majority of the voting power of outstanding shares of convertible preferred stock will constitute a quorum for purposes of taking action on the election of directors. The presence, in person or by proxy, of a majority of the voting power of outstanding shares of common stock outstanding.will constitute a quorum for purposes of taking action on proposal II. The presence, in person or by proxy, of a majority of the total numbervoting power of the outstanding shares of convertible preferred stock and common stock, entitled to vote at the meeting is necessary totaken together as a single class, will constitute a quorum for the transaction of other business at the meeting.

Abstentions and broker nonvotes will be counted as present for purposes of determining the presence of a quorum, but will not affect the outcome of the voting on a proposal. A broker nonvote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.

Voting and Proxy Instructions

Each shareholderholder of record of our common stock at the close of business on the record date is entitled to one vote for each share of common stock registered in the shareholder’s name. name, and each holder of record of convertible preferred stock at the close of business on the record date is entitled to approximately 0.856 vote for each share of common stock into which the convertible preferred stock registered in the shareholder’s name could be converted. For additional limitations on voting of the convertible preferred stock, see “Proposal II—Description of Capital Stock—Series A Convertible Preferred Stock—Voting.”  At the record date, the holders of our common stock were entitled to a total of 6,233,326 votes and the holders of our convertible preferred stock were entitled to a total of 1,057,977 votes. As discussed with

respect to each proposal, approval may require the requisite vote of common stock, of convertible preferred stock or of both, voting as a single class.

Proxy Instructions

You may vote your shares (1) over the telephone by calling a toll-free number, (2) by using the Internet, or (3) by mailing in your proxy card. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions on the proxy card. The deadline for voting by telephone or via the Internet is   11:59:   p.m. EasternEastern Time on           Tuesday, June 20, 2006.,              , 2007. If you wish to vote using the proxy card, complete, sign and date your proxy card and return it to us before the meeting.

Whether you choose to vote by telephone, over the Internet, or by mail, you may specify whether your shares should be voted for all, some, or none of the nominees for directors (Proposal I), and whether you approve, disapprove or abstain from voting on any of the other proposals. If you do not specify on your proxy card, or when giving your proxy by telephone or over the Internet, how you want to vote your shares, the proxy holders will vote them FOR each of the nominees for director (Proposal I), FOR the proposal to effect a

reverse stock split of our common stock at one of five ratios (Proposal II) and FOR the approval of our 2006 Stock Incentive Planthe issuance of additional shares in connection with a financing transaction (Proposal II), and FOR the ratification of the selection of BDO Seidman, LLP as Metro One’s independent registered public accounting firm for the year ending December 31, 2007 (Proposal III).

Revocation of Proxies

Your presence at the meeting will not automatically revoke your proxy. You may, however, revoke your proxy at any time prior to its exercise by (1) submitting a written notice of revocation to Secretary, Metro One Telecommunications, Inc., 11200 Murray Scholls Place, Beaverton, Oregon 97007, (2) submitting another proxy by telephone, via the Internet, or by mail that is later dated and, if by mail, that is properly signed, or (3) attending the meeting and voting in person. All valid, unrevoked proxies will be voted at the meeting.

Election of Directors
(Proposal I)

Nominees and Directors

UnderThe authorized number of our directors currently ranges from three to nine. Our Board of Directors has fixed the number of directors at six. Our articles of incorporation provide that, so long as the number of directors is fixed at six or more, our directors are divided into three classes, Class I, Class II and Class III. Each year, a different class of directors is automatically up for election at theeach annual meeting for a three-year term.term; provided, however, that the holders of our convertible preferred stock, voting separately as a class, have the right to elect members of our Board of Directors as summarized below. This year our Class IIIII directors are up for election. The two Class II directors are to beelection and, if elected at this annual meeting toby the shareholders, will hold office until the 20092010 annual meeting and until their successors are elected and qualified.

TheUnder the Articles of Amendment that we filed with the Oregon Secretary of State in connection with the initial closing of our financing transaction, for so long as at least 203 shares of convertible preferred stock are outstanding, the holders of the convertible preferred stock, voting separately as a class, will have the right to elect two members of our Board of Directors is expectedDirectors. Once at least 540 shares of convertible preferred stock are outstanding, the holders of the convertible preferred stock, voting separately as a class, will have the right to elect twoa majority of the members of our Board. At present, there are 220 shares of convertible preferred stock outstanding.

Effective at the initial closing of the financing transaction on June 5, 2007, Messrs. Kenneth D. Peterson, Jr. and Jonathan A. Ater were elected as directors to fill the two existing vacancies created by the resignations of Messrs. William Rutherford and Murray Swanson. Mr. Peterson is the Chairman and

Chief Executive Officer of Columbia Ventures Corporation, which is an investor in the financing transaction, and Mr. Ater was recommended to serve on our Board of Directors by Mr. Peterson. Mr. Peterson, who is currently a Class I vacanciesIII director, and Mr. Ater, who was originally elected to fill a vacancy in April 2006our Class II directors, have been designated as the nominees of the holders of convertible preferred stock and in any event, before the filing of our definitive proxy for this Annual Meeting. In accordance with our bylaws, these directors will be upBoard for election by the shareholders at this Annual Meeting and, if elected by the shareholders, will hold officeas Class III directors, to serve until the 20082010 annual meeting of shareholders and until their successors are elected and qualified.

Consequently, because the only nominees to be elected at the annual meeting are those of the holders of the convertible preferred stock, they will be elected by vote of the holders of convertible preferred stock, and the holders of common stock will not have any right to vote on members of the Board of Directors at the annual meeting.

It is not anticipated that the nominees will decline or be unable to serve as directors. If, however, that should occur, the proxy holders will vote the proxies in their discretion for any nominee designated to fill the vacancy by the present Board of Directors.

The following table sets forth the names of the current members of the Board of Directors.Directors who are up for election at and/or who will be continuing on the Board after this annual meeting. The table also includes each director’s age, class, the periods during which each has served as a director and the positions currently held by him or her.

2

Convertible Notes.The convertible notes have a four-month term and accrue interest due at maturity at 13% per annum on outstanding amounts. Funds can only be drawn by us under the convertible notes when our non-restricted cash balance falls below $3.0 million and certain other conditions are met, but the amount that can be drawn may not exceed the amount necessary to raise our non-restricted cash balance to $3.5 million. No amounts have yet been drawn under the convertible notes. Immediately following shareholder approval of this proposal, assuming that the certain conditions to closing have been satisfied, we will draw down the full remaining principal amount of the convertible notes and all the convertible notes will immediately be converted into 780 shares of convertible preferred stock. Any accrued interest will also convert into shares of convertible preferred stock. We have granted a security interest in certain of our assets as security for the repayment of amounts outstanding under the convertible notes. If our shareholders fail to approve this proposal, any amounts drawn under the convertible notes will become immediately due and payable.

Warrants.The number of shares of convertible preferred stock that can be purchased on exercise of the holderwarrants represents 35% on amounts invested in convertible preferred stock at the initial closing and upon conversion of onethe convertible notes at the second closing. The warrants have a term of two years and an initial all cash exercise price of $10,000 per share. Subject to shareholder approval of this proposal, the warrants we issued at the initial closing will be exercisable at the initial exercise price of $1.78 per share for an aggregate of 77 shares of our

4

convertible preferred stock and the warrants to be issued upon conversion of the convertible notes will be exercisable at that initial exercise price for an aggregate of 273 shares of our convertible preferred stock. The 77 shares and 273 shares of convertible preferred stock issuable upon exercise of the warrants will be convertible at the initial conversion price of $1.78 per share into 432,584 and 1,533,707 shares of our common stock, respectively. If all of the convertible preferred stock (including the convertible preferred stock issuable on conversion of the convertible notes) is converted to shares of common stock, the warrants will be exchanged for warrants to purchase common stock. The

Background and Reasons for the Financing

As a result of the termination of contracts with significant customers, including Nextel Communications, Inc. and AT&T Wireless, we have experienced significant operating losses and a reduction of cash flows over the last several years. To mitigate the loss of these customers, we have significantly reduced the direct costs of delivering our services as well as our general and administrative costs. In order to return to profitability, we will need to significantly increase our revenue base. While we have experienced successes during the past six months in acquiring significant customers, including Jingle Networks, Inc., One Communications and Hawaiian Telecom, Inc., our current liquidity position has continued to deteriorate and will restrict our ability to acquire new customers in the near future.

At March 31, 2007, we had cash and cash equivalents of approximately $7.2 million, down from approximately $12.0 million at December 31, 2006 (exclusive of approximately $4.7 million of restricted cash at each date). We received gross proceeds of approximately $2.2 million from the sale of convertible preferred stock, together with warrants, at the initial closing on June 5, 2007. We expect to continue to deplete these funds to finance our operations and will continue to incur operating losses for some period of time. This is attributable in large part to the long sales cycle that is typical in our industry for both new customer contracts and contract extensions. We will need the proceeds from the second closing to address our critical liquidity issues, support our working capital requirements, strengthen our balance sheet and support our business development efforts to return to profitability. Unless a realistic alternative should materialize, our inability to obtain these additional funds will most likely lead to an eventual wind-down of the business and liquidation.

Our Board of Directors has explored various strategic alternatives for some time and we have had conversations and, in some cases, negotiations with various prospective investors and purchasers of our business. The acquisition transactions that we explored were subject to various conditions and our Board believed that, for a variety of reasons, the likelihood of successfully closing such a transaction at a price

that would be acceptable was remote. Effective as of April 2, 2007, we engaged XRoads Solutions Group, LLC (“XRoads”) to review and evaluate the strategic alternatives available to us, make recommendations to our Board and lead the execution of the strategies and work approved by the Board. The Board also adopted resolutions recommendingappointed Alexander W. Stevenson, one of the amendmentprincipals of XRoads, as our Executive Vice President—Restructuring. The arrangement with XRoads provided for monthly fees, as well as a performance fee for certain types of transactions which we might undertake, including financings. It is anticipated that XRoads will receive a performance fee for this financing of approximately $250,000.

On April 11, 2007, XRoads made a presentation to the Board as to our strategic alternatives and directing itrecommended as an option to pursue, among others, a private financing. At that time, Elchanan (Nani) Maoz, one of our directors, indicated a willingness to explore such a financing among the entities with which he is affiliated and other entities with which he was familiar. At a meeting on April 12, 2007, the Board created a Special Committee consisting of two independent directors, Mary Oldshue and Murray Swanson, to, among other things, and with the assistance of its advisors, identify potential investors, review and evaluate the terms and conditions proposed, negotiate with any party they deem appropriate, determine the advisability of such a transaction and make recommendations to the full Board.

During the next several weeks, XRoads discussed the possibility of such a financing with Mr. Maoz of Everest, Mr. Peterson of Columbia and other potential investors. A proposed term sheet was prepared by the Special Committee, in consultation with its advisors, which, together with materials describing our business and financial data, was distributed by XRoads to Columbia and Everest on or about April 18, 2007, as well as to others that might have an interest in participating in a financing or other transaction. On May 2, 2007, the Special Committee and its advisors received a revised term sheet detailing a proposed investment by Columbia and Everest. The Special Committee and its advisors held a number of meetings and negotiations were conducted over the proposed terms. An agreement in principle on the terms and conditions of the financing was reached in the afternoon of May 15, 2007. A press release announcing the proposed transaction was issued the next day and the preparation of definitive documents was begun.

With the oversight of the Special Committee through a series of meetings and other communications during the next two weeks, the definitive documents were negotiated by Mr. Stevenson and counsel with representatives of, and counsel to, Columbia and Everest. On May 30, 2007, the Special Committee met, reviewed the terms of the financing transaction that had been negotiated, determined the financing to be submitted to the shareholders for approval.

If our shareholders approve the reverse stock split, no further action by the shareholders will be required either to implement or abandon the reverse stock split. The reverse stock split would become effective when and if the Articles of Amendment to our Articles of Incorporation in the form attached hereto as Annex A is filed with the Secretary of State of the State of Oregon. The Board may elect to file the Articles of Amendment any time before December 31, 2006. We will notify our shareholders of the effectiveness of the reverse split by issuing a press release. The Board reserves the right, even if we receive shareholder approval at the Annual Meeting, to elect not to file the Articles of Amendment, if the Board determines in its sole discretion that implementing a reserve stock split is not in the best interests of Metro One and itsthe shareholders who are not participating in the financing and recommended that the Board approve and authorize Metro One to consummate the financing. In making this recommendation, the Special Committee had considered whether there were any realistic alternatives to the financing that might be reasonably available, or likely to be completed, within the timeframe to meet our near term needs.

At a meeting held on June 1, 2007, without Mr. Maoz participating, the Board upon consideration of the terms of the financing transaction, a presentation by XRoads and the recommendation of the Special Committee, voted, with Mr. Usdan abstaining, to approve the financing transaction and to authorize officers to enter into the definitive documents. The documents were signed and exchanged, and the initial closing occurred, on June 5, 2007, and press releases on the private placement and change in the composition of the Board were issued prior to the opening of the market the next morning. At the time of the initial closing, the resignations of Messrs. Rutherford and Swanson, and the election of Messrs. Peterson and Ater, as directors became effective.

Impact of the Financing on Existing Shareholders

Columbia and Everest both held shares of our common stock prior to this financing. If this proposal is approved, they will acquire a substantially greater equity ownership and the additional ownership will dilute our other existing shareholders. If all the convertible preferred stock issued in the initial and second closings were to be converted into common stock at the initial conversion price of $1.78 per share, our

existing shareholders (exclusive of Columbia and Everest) would hold approximately 41.8% of our common stock, and Columbia and Everest would hold approximately 44.4% and 13.8% of our common stock, respectively. If the warrants were also to be exercised and the underlying convertible preferred stock converted into common stock at the initial price of $1.78 per share, our existing stockholders would hold 35.8% of our common stock and Columbia and Everest would hold approximately 49.3% and 14.6% of our common stock, respectively, and we would have received additional gross proceeds of approximately $3.5 million from the exercise of these warrants.

The reverseholders of convertible preferred stock split, if implemented, would not changewill have a claim against our assets senior to the numberclaim of authorized sharesthe holders of our common stock in the event of a liquidation and certain other events. Our existing shareholders will also have less influence on our affairs and the ability to control major corporate decisions. Columbia will be our largest shareholder with approximately 41.8% of the total voting power of our outstanding capital stock, before giving effect to the conversion of convertible preferred stock into common stock or preferred stock, 50,000,000 and 10,000,000 respectively. Our common stock and preferred stock have no par value and thus the par value would not change asexercise of the warrants. As a result of the reversefirst closing and for so long as at least 203, but less than 540, shares of convertible preferred stock split. Exceptare outstanding, the holders of convertible preferred stock are entitled to elect two members of our Board. After the second closing and for any changesso long as at least 540 shares of convertible preferred stock are outstanding, the holders of convertible preferred stock will be entitled to elect a resultmajority of the treatmentmembers of fractional shares, each shareholderour Board.

Accordingly, Columbia and Everest will hold the same percentage of common stock outstanding immediately after the reverse stock split as such shareholder did immediately before the split.

Purpose

As of April 19, 2006, we had 24,993,490 shares of common stock outstandinghave significant influence over matters submitted to our shareholders, including potential change-of-control transactions. Their interests may be different from your interests, and the last reported sale price on the Nasdaq Capital Market was $0.58.

Our common stock listing was transferred from the Nasdaq National Marketthey may be in a position to the Nasdaq Capital Market (formerly the Nasdaq SmallCap Market) on February 22, 2006. We electedinfluence us to seekact in a transfer to the Nasdaq Capital Market because we had been unable to regain complianceway inconsistent with the $1.00 minimum bid price requirement for continued listing on the Nasdaq National Market. By transferringinterests of public shareholders generally. This concentration of voting power may deter other companies from seeking to the Nasdaq Capital Market, we were afforded an extended grace period and now have until July 17, 2006 inacquire us, which to satisfy the $1.00 minimum bid price requirement. To regain compliance, the closing bid price of our common stock has to remain at $1.00 per share or more for a minimum of ten consecutive trading days. If we are unable to regain compliance by July 17, 2006, our common stock would likely be delisted from the Nasdaq Capital Market.

If our common stock were to be delisted from the Nasdaq Capital Market, we may seek listing on a regional stock exchange, if available. Such listing could reduce the market liquidity for our common stock. If our common stock is not eligible for quotation on another market or exchange, trading of our common stock could be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. As a result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock.

We are seeking shareholder approval of a reverse stock split to increase the per share market price of our common stock. Our Board of Directors believes that a reverse stock split will assist in our efforts to comply with the $1.00 minimum bid price requirements of, and to remian listed on, the Nasdaq

5

Capital Market. The Board believes that trading on the Nasdaq Capital Market provides a broader market for our common stock and facilitates the use of our common stock for strategic or financing transactions.

Our Board of Directors also believes that a higher stock price may help generate greater investor interest in Metro One and help us attract and retain employees. Our Board of Directors also believes that some institutional investors and investment funds are reluctant to invest in lower priced stocks. In addition, our Board of Directors considered that our common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Certain investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide research coverage of lower priced stocks.

Certain Risks Associated with the Reverse Stock Split

The following table illustrates the effects on the number of shares that would be (i) outstanding, (ii) reserved for issuance and (iii) authorized but unreserved and unissued if the reverse stock splits are effected, and possible market prices of our common stock, assuming that the market price will change precisely in accordance with the multiple of the ratio of the particular amendment to be effected (the table has been prepared for illustrative purposes and is based on a market price of $0.58 per share — the closing price on April 19, 2006).

We cannot predict whether any proposed reverse stock split would achieve the desired results. The price per share of our common stock is also a function of our financial performance and other factors, some of which may be unrelated to the number of shares outstanding. Accordingly, there can be no assurance that the closing bid price of our common stock after any reverse stock split would increase in an amount proportionate to the decrease in the number of issued and outstanding shares, or would increase at all, or that any increase can be sustained for a prolonged period of time. Even if a reverse stock split has the desired effect, there can be no assurance that we would be able to maintain compliance with all of the continued listing requirements of the Nasdaq Capital Market.

6

Although our Board of Directors believes that a reverse stock split would not have a detrimental effect on the total value of our common stock, there can be no assurance that the total value of our common stock after a reverse stock split would be the same as before a split. Furthermore, in the future,might depress the market price of our common stock.

Why We Need Shareholder Approval

Our common stock following any proposed reverse stock split may not exceed or remain higher thanis listed on the market price priorNasdaq Capital Market and we have agreed as a condition to continued listing to the proposed reverse stock split.

Effectscorporate governance requirements of The Nasdaq Stock Market. Nasdaq’s Marketplace Rules require that listed companies obtain shareholder approval for any issuance of securities that would result in a Reverse Stock Split

Withchange of control. These Rules also require listed companies to obtain shareholder approval for the exceptionissuance of securities in a private offering to officers, directors, employees or consultants at a price below the numberclosing price on the date of issuedsale, and outstanding shares,for the rights and preferencesissuance of the sharessecurities in a private placement of common stock prior and subsequent to(or securities convertible into common stock) at a reverse split would remain the same. A reverse stock split may result in some shareholders owning “odd-lots” ofprice less than one hundred sharesthe greater of common stock. Brokerage commissions and other coststhe book or market value of transactions in odd-lots are generally higher than the costsstock, if the issuance amounts to 20% or more of transactions in “round-lots” of even multiples of 100 shares. Outstanding options to purchasethe common stock wouldor 20% or more of the voting power before the issuance.

All of these Rules may be adjusted soapplicable to certain aspects of the financing transaction. We are therefore seeking shareholder approval in general for any issuance of securities that could result in the number of shares of common stock issuable upon theirconversion of the convertible preferred stock, combined with all other issuances required to be aggregated with such issuance under the Nasdaq Marketplace Rules in determining the need for shareholder approval for listing, equaling or exceeding 19.9% of the total number of shares of common stock outstanding immediately before the issuance. This would include, for example, the issuance of convertible preferred stock at the second closing, the issuance of convertible preferred stock on exercise would be divided by three, four, five, six or seven, asof the case may be (and corresponding adjustments would be madewarrants issued at the initial closing and the second closing, the issuance of common stock on conversion of the convertible preferred stock issued at the second closing and the issuance of any additional shares under antidilution provisions of these securities. In addition, we are seeking shareholder approval for the issuance of common stock on conversion of the convertible preferred stock issued to Columbia in an amount that, when aggregated with the number of shares vested under each outstanding option), and the exercise price of each option would be multiplied by three, four, five, six, or seven, as the case may be.

Board Discretion to Implement the Reverse Stock Split

If the reverse stock split is approved by the shareholders, it will be effected, if at all, only upon a determination by the Board that a reverse stock split (at a ratio determined by the Board as described above) is in the best interests of Metro One and its shareholders. The Board’s determination as to whether the reverse stock split will be effected and, if so, at what ratio, will be based upon certain factors, including existing and expected marketability and liquidity of our common stock, prevailing market conditions and the likely effect on the market price of our common stock. If the Board determines to effect the reverse stock split, the Board will consider various factors in selecting the ratio including the overall market conditions at the time and the recent trading history of the common stock.

Fractional Shares

We will not issue any fractional shares in connection with a reverse stock split. Instead of any fractional shares to which a holder of common stock then held by Columbia, would otherwise be entitled as a resultexceed 19.9% of the reverse stock split, we will pay cash equal to such fractional share multiplied by the closing pricenumber of the common stock on the Nasdaq Capital Market (as adjusted to reflect the reverse stock split), on the trading date that is immediately prior to the date the Articles of Amendment is filed with the Oregon Secretary of State.

As a result, holders of as many as six shares of common stock wouldthen outstanding, and the issuance of common stock on conversion of the convertible stock issued to Everest.

Consequences of Failure of Shareholders to Approve

If our shareholders do not approve this proposal, the additional $7.8 million will not be eliminatedreceived by us and we will have received only the funds invested at the initial closing. Unless a realistic alternative should materialize, our inability to obtain these additional funds will most likely lead to an eventual wind-down of the business and liquidation. The failure to obtain shareholder approval will also constitute an event of default under the convertible notes so that any amounts then outstanding will become immediately due and payable in full, together with any accrued but unpaid interest, and the security interest in certain of our assets can be enforced to the extent we are unable to repay those amounts.

Interest of Certain Persons in the eventFinancing

Kenneth D. Peterson, Jr. and Jonathan A. Ater became members of our Board of Directors on June 5, 2007, at the outer rangetime of the reverse stock split ratio (i.e., one-for-seven) is adopted. The shareholders who will be eliminated will vary depending on the reverse split ratio. For example, if the reverse split ratio is set at the upper-endinitial closing. These two individuals were appointed to our Board in fulfillment of a provision of the range (i.e., one-for-seven), more shareholders will be eliminated than ifsecurities purchase agreement entitling the reverse split ratio is set at the lower end (i.e., one-for-three). Based on information available to us as of April 20, 2006, Metro One will have

7

approximately 144 record holders if the maximum split ratio is selected, and approximately seven record holders will be eliminated as a result of the selectionconvertible preferred stock to two representatives on our Board of Directors prior to shareholder approval of this ratio. However, these numbers do not reflect shares held by brokersproposal. Mr. Peterson is the Chairman and Chief Executive Officer of Columbia, an investor in street name.

Authorized Shares

As illustratedthis financing, and Mr. Ater is a partner in the table above under the paragraph heading “Certain Risks Associated With the Reverse Stock Split,” the reverse split will not reduce the numberlaw firm of authorized sharesAter Wynne LLP, and was designated for membership on our Board by Mr. Peterson.

Elchanan (Nani) Maoz, who has been one of our common stock. The reverse stock split, if implemented, would havedirectors since April 2006, is the effectChairman and Chief Executive Officer of increasingMaoz Everest Fund Management Ltd., which is general partner of Everest, the numberother investor in this financing.

For the details of unissued shares available for issuance, and we may issue such shares in connection with the exercisebeneficial ownership of employee stock options, acquisitions, strategic transactions, financings or otherwise. If Metro One issues additional shares, the ownership interest of holders of our common stock may be diluted.

Effect on Beneficial Holders of Common Stock (i.e. shareholders who hold in “street name”)

Upon the reverse stock split, we intend to treat shares held by shareholders in “street name,” through a bank, broker or other nominee, in the same manner as shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding our common stock in “street name.” However, these banks, brokers or other nominees may have different procedures for processing the reverse stock split and making payment for fractional shares. Shareholders holding shares of our common stock by Columbia and Everest on the record date, June 5, 2007, see “Security Ownership of Certain Beneficial Owners and Management” elsewhere in this proxy statement.

Summary of Agreements

The following description summarizes the material provisions of the securities purchase agreement and the registration rights agreement, copies of which are included in this proxy statement as Annex A and Annex B, respectively. As this is only a summary, and we urge you to read the complete agreements for the precise terms and other information that may be important to you.

Purchase and Sale of Securities.Under the securities purchase agreement, as signed on June 5, 2007, we agreed to sell, and Columbia and Everest agreed to purchase,

·       at the initial closing, (i) 220 shares of convertible preferred stock at a price of $10,000 per share, together with warrants to purchase 77 additional shares of convertible preferred stock at an exercise price of $10,000 per share, for aggregate proceeds of $2.2 million, and (ii) convertible notes drawable upon satisfaction of certain conditions for up to an aggregate principal amount of $7.8 million; and

·       at a bank, brokersecond closing, subject to shareholder approval of this proposal and the satisfaction of certain other conditions, 780 shares of convertible preferred stock on conversion of the convertible notes at a rate of $10,000 per share, and additional shares of convertible preferred stock for accrued interest on any amounts drawn by us on the convertible notes, together with warrants to purchase 273 additional shares of convertible preferred stock.

The shares of convertible preferred stock, warrants and convertible notes issued at the initial closing were allocated among Columbia and Everest as follows:  Columbia acquired 176 shares and warrants to purchase 61.6 additional shares of convertible preferred stock for an investment of $1,760,000; and Everest acquired 44 shares and warrants to purchase 15.4 additional shares of convertible preferred stock for an investment of $440,000. Of the $7.8 million maximum principal amount of convertible notes, notes in the

maximum principal amounts of $6,240,000 and $1,560,000 were issued to Columbia and Everest, respectively.

Covenants.In the securities purchase agreement, we have made a number of agreements with the investors, including the following:  (a) we will promptly following the initial closing prepare a proxy statement, call a meeting of shareholders to be held as soon as practicable to vote on the transaction and use our best efforts to solicit and obtain votes in favor of the transaction; (b) we will notify the investors of events, circumstances and occurrences that could reasonably be expected to result in a breach of our representations or other nominee are encouraged to contact their bank, brokerwarranties or other nomineecovenants; and (c) without the investors’ consent, we will not enter into any new agreement or arrangement, or substantially modify or supplement any existing agreement or arrangement, with any questionsof our officers or directors.

Registration Rights.We must prepare and, as soon as practicable but in this regard.

Effectno event later than 30 calendar days after the initial closing, file with the SEC a registration statement on HoldersForm S-3 that allows for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of Certificated Shares

Shareholders holding1933, as amended (the “shelf registration statement”), provided that if the SEC determines that we are not eligible to register the resale of shares of our common stock on Form S-3, the shelf registration statement must be on Form S-1 and in certificate formsuch case must be filed no later than 60 days after determination by the SEC that Form S-3 is not available. The shelf registration statement will be sent a transmittal lettercover the resale of all shares of common stock issuable on conversion of the convertible preferred stock (including shares of convertible preferred stock issuable on exercise of the warrants) outstanding as of the second closing (“registrable securities”). If the shelf registration statement is not filed with the SEC within the 30- or 60-day period described above, we must pay liquidated damages to the investors (or their assigns) in an amount equal to 1.25% of the purchase price paid for the convertible preferred stock for each 30-day period or pro rata for any part thereof until such registration default is cured, provided that the liquidated damages shall not in the aggregate exceed 20% of the convertible preferred stock purchase price.

We must use our best efforts to have the shelf registration statement declared effective by our transfer agentthe SEC as soon as practicablepracticable. If it is not declared effective by the SEC either (i) within 90 days after being first filed (with a 30 day extension in the event of a full review by the SEC), if filed on Form S-3 or (ii) within 120 days after being first filed, if filed on Form S-1, we must pay liquidated damages in the manner described above.

Subject to our ability to suspend the effectiveness of the shelf registration statement for a limited period of time under certain circumstances, we are required to maintain its effectiveness until the earliest of (i) the date on which all shares of common stock covered by the shelf registration statement have been sold thereunder, or (ii) the date on which all such shares of common stock can be sold during a three-month period without registration pursuant to Rule 144 or another similar exemption under the Securities Act.

After the effective date of the reverseshelf registration statement, if there is not in existence an effective registration statement allowing for the registration and sale of all registrable securities, and if we receive a written request from the holders of at least 20% of the registrable securities then outstanding and not eligible for such registration, that we file a registration statement under the Securities Act covering the registration of all or a portion of such registrable securities (a “demand registration statement”), then we must use commercially reasonable efforts to file the demand registration statement as soon as practicable (and in any event within 30 days of the receipt of such request) and to cause it to become effective within 60 days after filing. If it is not filed or does not become effective within such time periods, we must pay liquidated damages in the manner described above. However, we are not required to file a demand registration statement during the six-month period immediately following the effective date of the shelf registration statement and are only required to file a demand registration statement if the aggregate offering price is at least $1.0 million. In addition, if we furnish a certificate signed by our President stating

that we are engaged in an activity that, in the good faith judgment of our Board of Directors, is material and nonpublic and would be required to be disclosed in the applicable demand registration statement and such disclosure would be seriously detrimental to us and our shareholders, then we can direct that such registration request be delayed for a period of not more than 60 days, provided that we may not utilize this right more than once in any twelve-month period. We are not obligated to effect more than three demand registrations, provided that each has become effective and the registrable securities requested to be included therein have been included.

Holders of convertible preferred stock split.are also entitled to unlimited “piggy-back” registration rights on all future registrations by us (with certain limitations) and on any demand registrations of any other investors, subject to customary underwriters’ cutbacks to reduce the number of shares to be registered in view of market conditions.

We and the investors are required to indemnify each other (and certain other persons) for any claims resulting from, among other things, false or misleading statements, omissions, or violations of federal or state securities laws and any rules or regulations promulgated thereunder, for which we and they are responsible in any registration statement filed pursuant to the terms of the registration rights agreement. We are also obligated for registration expenses (exclusive of underwriting discounts and commissions) of all registrations on exercise of the registration rights described above, including the expense of one special counsel of the selling shareholders in each registration in an amount up to $40,000.

Expenses.In addition to expenses incurred in connection with registration of our shares, we are obligated for all the expenses incurred in connection with the financing, including up to $100,000 of the legal fees and out-of-pocket expenses of counsel to the investors and the out-of-pocket expenses of the investors and their affiliates.

Conditions to Closing.   The letterinitial closing was subject to the satisfaction of transmittal will contain instructionscertain conditions, including the resignation and appointment of certain directors to reconstitute the Board of Directors. At each time we draw funds on howthe convertible notes and at the second closing, our representations and warranties in the securities purchase agreement must be accurate in all material respects and all authorizations and approvals with respect to issuance of the securities must be obtained and effective.

Representations and Warranties.   The securities purchase agreement contains various representations and warranties of the parties. Our representations and warranties pertain, among other things, to our organization, good standing, qualification, absence of conflicts, authorization, capitalization, governmental consents, securities law compliance, SEC reports and financial statements, absence of certain changes, litigation, patents and trademarks, permits, governmental regulation and absence of finders’ fees. The investors representations pertain, among other things, to authorization, investment intent and certain acknowledgements.

Indemnification.   The securities purchase agreement contains indemnification provisions that obligate us to defend or settle at our expense any third party claim, suit or proceeding against any investor related to any breach or inaccuracy of any representation or warranty or any breach of any covenant, agreement or undertaking made by us in the securities purchase agreement. We must also indemnify and hold each investor harmless from and pay any and all losses, expenses, costs and damages (including reasonable attorneys’ fees) attributable to such claim, suit or proceeding.

Termination.   The securities purchase agreement may be terminated at any time prior to the second closing: (i) upon the mutual consent of the parties; (ii) by us if any of the conditions to our obligation to close shall have become incapable of fulfillment and have not been waived by us; (iii) by the investors if any of the conditions to their obligation to close shall have become incapable of fulfillment and have not been waived by them; and (iv) by either us or the investors if the second closing has not occurred by October 5, 2007, unless the failure of the second closing to have occurred by such date is the result of any action or inaction under the securities purchase agreement by the party seeking termination.

Security.We have granted a shareholder should surrender his or her certificate(s) representingsecurity interest in certain of our assets as security for repayment of amounts outstanding under the convertible notes.

Description of Capital Stock

Our authorized capital stock consists of 50 million shares of common stock, no par value, and 10 million shares of preferred stock, no par value, of which 1,385 shares have been designated as Series A convertible preferred stock. As of June 5, 2007, the record date for this annual meeting, 6,233,326 shares of our common stock (“Old Certificates”)and 220 shares of our convertible preferred stock were outstanding.

Common Stock.   Holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders generally. Subject to preferences that may be applicable to the transfer agent in exchange for certificates representing the appropriate numberholders of wholeoutstanding shares of post-reversepreferred stock, split Commonthe holders of common stock (“New Certificates”are entitled to receive any lawful dividends that may be declared on our common stock by our Board of Directors. In the event of liquidation, dissolution or winding up, and subject to the rights of the holders of outstanding shares of preferred stock, the holders of shares of common stock are entitled to receive pro rata all of our remaining assets available for distribution to our shareholders. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock.Our Board of Directors has the power to issue, from time to time, one or more series of preferred stock or special stock in any manner permitted by law and not inconsistent with our articles of incorporation or bylaws. Our Board has the authority, without further action by our shareholders, to fix and determine, subject to the provisions of our articles of incorporation, the rights and preferences of the shares of any additional series, which are to be established by a resolution or resolutions of the Board providing for the issuance of the series. Unless otherwise required by law or regulation to obtain shareholder approval, our Board of Directors may issue preferred stock without shareholder approval and with voting and conversion rights which could adversely affect the voting power of holders of common stock.

Series A Convertible Preferred Stock.   Our Board of Directors has designated 1,385 shares of preferred stock as Series A convertible preferred stock, of which 220 were issued in the initial closing and are outstanding. The following description summarizes the material terms of the convertible preferred stock. For a complete description of all terms that may be important to you, we urge you to read the copy of the articles of amendment, which is included in this proxy statement as Annex C.

General.The shares of convertible preferred stock rank senior to the common stock with respect to the payment of dividends, distributions in liquidation and certain other events.

Dividends.   Dividends on the convertible preferred stock accrue at a rate of $400 per annum per share and are payable in cash upon each anniversary of June 5, 2007. Such dividends are cumulative, so that if at any time they have not been paid, the amount of the deficiency must be fully paid before any distribution, whether by way of dividend or otherwise, can be declared or paid with respect to the shares of any other class or series of our capital stock.

Liquidation Preference.In the event of liquidation, dissolution or winding up, the holders of the convertible preferred stock are entitled to receive in preference to the holders of common stock an amount (the “liquidation preference”). No New Certificates equal to (a) the aggregate purchase price of the convertible preferred stock plus (b) any accrued but unpaid dividends. A merger, reorganization or other transaction in which control of us is transferred or a sale of all or substantially all of our assets will be issued totreated as a shareholder until such shareholder has surrendered all Old Certificates, together withliquidation at the option of the holders of a properly completed and executed lettermajority of transmittal, to the transfer agent. No shareholder will be required to pay a transfer or other fee to exchange Old Certificates.

Shareholders will then receive a New Certificate(s) representing the number of wholeoutstanding shares of Commonconvertible preferred stock.

Election of Directors.   Following the conversion of the convertible notes, for so long as at least 540 shares of convertible preferred stock to which they are entitledoutstanding, the holders of the convertible preferred

stock, voting separately as a resultclass, will have the right to elect a majority of the reverse stock split. Until surrendered, we will deem outstanding Old Certificates held by shareholders to be canceled and to represent only the number of whole shares of post-reverse stock split common stock to which these shareholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends.

8

If a shareholder is entitled to a payment in lieu of any fractional share interest, such payment will be made as described above under the heading “Fractional Shares”.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Accounting Matters

The common stock has no par value and this would remain the same after a reverse stock split becomes effective. Shareholders’ equity would also remain unchanged. The per share results of operations will be retroactively restated to reflect any reverse stock split.

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the compositionmembers of our Board of Directors. Prior to the conversion of the convertible notes, and following such conversion for so long as at least 203 but less than 540 shares of convertible preferred stock are outstanding, the holders of the convertible preferred stock, voting as a separate class, will have the right to elect two members of our Board.

Voting.The holders of convertible preferred stock are entitled to vote together with the holders of common stock on all matters presented to our shareholders for consideration, except that as long as the holders of convertible preferred stock are entitled to vote as a separate class to elect members of the Board of Directors, or contemplating a tender offer or other transactionthey will not be entitled to vote for the combination of Metro One with another company), the reverse stock split proposal is not being proposed in response to any effort to accumulate our common stock or obtain control of Metro One.

Dissenters’ Rights

Under the Oregon Business Corporation Act, shareholders are notremaining directors. When entitled to dissenters’ rights with respect to the proposed reverse stock split unless a shareholder as a resultvote, each holder of the reverse stock split would hold less than one whole share (for which fractional share we will pay cash, as described above under the heading “Fractional Shares”), and we will not independently provide shareholders with any such rights. Based on information available to us as of April 20, 2006, seven record holders of our commonconvertible preferred stock will be entitled to dissenters’ rights if the maximum ratio is selected. The textnumber of votes per share equal to the quotient obtained by dividing (a) the then applicable conversion price of the relevant dissenters’ rights provisions of the Oregon Business Corporation Act are attached to this proxy statement as Annex B.

United States Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material United States federal income tax consequences of the reverseconvertible preferred stock split and does not purport to be a complete discussion of all of the possible federal income tax consequences. This summary does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules such as banks and other financial institutions, broker-dealers and traders in securities, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, personal holding companies, partnerships and other pass-through entities, foreign entities, nonresident alien individuals, holders subject to the United States federal alternative minimum tax, holders who mark to market their investment in our shares, persons holding our shares as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or other integrated investment, holders whose functional currency is not the United States dollar, and holders who acquired our shares pursuant to the exercise of options or warrants or otherwise as compensationby (b) $2.08 for services.

The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which are subject to change retroactively as well as prospectively. This summary also assumes that the pre-reverse stock split shares were, and the post-reverse stock split shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a shareholder may vary depending upon the particular facts and circumstances of such shareholder.

Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized by a shareholder upon such shareholder’s exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split.

In the reverse stock split (including any fraction of a post-reverse stock split share deemed to have been received), the tax basis will be the same as the shareholder’s aggregate tax basis in the pre-reverse stock split shares exchanged. The shareholder’s holding period for the post-reverse stock split shares will include the period during which the shareholder held the pre-reverse stock split shares surrendered in the reverse stock split. The receipt of cash instead of a fractionaleach share of our common stock byinto which such shares of convertible preferred stock could be converted. Under our articles of amendment, prior to shareholder approval of this proposal, a United States holder will result in a taxable gainof our convertible preferred stock that holds 10% or loss to such holder for federal income tax purposes based upon the difference between the amountmore of cash received by such holder and the adjusted tax basis in the fractional share interests as set forth above. The gain or loss will constitute aour outstanding capital gain or loss and will constitute long-term capital gain or loss if the holder’s holding period is greater than one year as of the effective date of the reverse stock split. The deductibility of capital losses is subject to limitation. For this purpose, a United States holder means a shareholder that is, for federal income tax purposes, a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States, any state of

9

Approval of 2006 Stock Incentive Plan
(Proposal III)

At the meeting, youdate that such issuances are being asked to approve our 2006 Stock Incentive Plan (the “2006 plan”), which is expected to be adopted, subject to shareholder approval,approved by the Boardholders of Directorsa majority of the outstanding shares of our common stock; and (b) shares of convertible preferred stock that are issued to a person that holds 10% or more of our outstanding capital stock on April 24, 2006.

Our Boardthe date of Directors approved the 2006 plan because our existing 2004 Stock Incentive Plan (the “2004 plan”) will expire on November 30, 2006. If adopted, the 2006 plan will have the same terms and conditionssuch issuance, or are issuable upon conversion or exercise of derivative securities (such as the 2004 plan, exceptconvertible notes or warrants) that are issued to a person that holds 10% or more of our outstanding capital stock on the termdate of such issuance, may not, prior to the date that such issuances are approved by the holders of a majority of the 2006 plan will expire two years from the expirationoutstanding shares of the 2004 plan. The numberour common stock, be converted into shares of shares available for issuance under the 2006 plan will coincide exactlycommon stock in an amount that, when aggregated with the number of shares available under the 2004 plan. Consequently, approvalof common stock then held by such holder, would exceed 19.9% of the 2006 plan by the shareholders will have the same effect as continuing the 2004 plan for an additional two years. The 2004 plan took the same approach by continuing our original stock incentive plan, the 1994 Stock Incentive Plan (the “1994 plan”), for an additional two-year period from the expiration of the 1994 plan. The 1994 plan and 2004 plan are collectively referred as the “prior plans.”

If the 2006 plan is adopted, Metro One will cease granting options and awarding and selling shares under the 2004 plan. Accordingly, the shares of our common stock that are currently available for grants, awards or sales under the 2004 plan will expire without having been used if shareholders approve the 2006 plan. However, we will continue to have the authority to grant options and award and sell shares under the 2004 plan if shareholders do not approve the 2006 plan. The termination of our grant, award and sale authority under the 2004 plan will not, however, affect awards then outstanding under that plan.

The number of shares available for grants of options or awards or sales of shares under the 2006 plan will be the same as the number of shares that would have been available under the 2004 plan had it continued in existence. As of April 19, 2006, a total of 2,578,186 (pre-split) shares of our common stock were then subject to issuance upon exercise of outstanding options granted under the prior plans, and an additional 1,188,598 (pre-split) shares of our common stock were then available for new grants of options or awards under the 2004 plan.

Our Board of Directors believes that adoption of the 2006 plan will help us attract new personnel and retain and motivate existing personnel by providing additional incentive tied to growth in value of the equity of Metro One.

The principal terms and provisions of the 2006 plan are summarized below. The summary, however, is not intended to be a complete description of all the terms of the 2006 plan. A copy of the 2006 plan is attached to this proxy statement as Annex C.

Description of the 2006 Plan

The purposes of the 2006 plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees and consultants and to promote the success of our business. The 2006 plan may be administered by the Board of Directors or by a committee appointed by the Board. If adopted, the 2006 plan will be administered by the Compensation Committee of the Board. In accordance with the terms of

11

Antidilution Provisions.If we issue or sale of shares under the 2006 plan will equal:

(a)  5,520,000 (pre-split) shares, being the maximum number of shares available under the 2004 plan,

minus:

(b)  the number of sharesare deemed to have issued, at any time or issuable upon exercise of options granted under the prior plansfrom time to time prior to the one year anniversary of the date of approvalthe 2007 annual shareholders meeting, any additional shares (subject to certain carve-outs) for an aggregate consideration in excess of $2.0 million, at a price per share less than the 2006 plan plusconversion price then in effect, the number ofconversion price will be adjusted to a price equal to the price paid per share for such excess additional shares awarded(a “full ratchet adjustment”). If we issue or sold underare deemed to have issued any additional shares (subject to certain carve-outs) at any time after the prior plans,

plus:

(c)initial closing at a price per share less than the number of any sharesconversion price then in effect, and the conversion price is not subject to stock options granted under the prior plans which have expired or will expire, or for any reason have been orfull ratchet adjustment described in the preceding sentence, the conversion price will be cancelled or terminated, without being exercised, andadjusted on a “weighted average” basis.

(d)Additionally, the number of any shares of restricted stock granted under the prior plans that have been orconversion price will be forfeited, terminated, cancelledappropriately adjusted if we take certain actions, including (a) declare or otherwise reacquired by Metro Onepay, without having become vested.

In the eventconsideration, any change is made todividend on our common stock payable solely in common stock, (b) effect a split or subdivision of the outstanding shares of our common stock withoutinto a greater number of shares, or (c) combine or consolidate the company’s receiptoutstanding shares of consideration (whether throughour common stock into a lesser number of shares.

Protective Provisions.In addition to the voting rights accorded the convertible preferred stock, (a) during the first 12 months after the initial closing, for so long as at least 203 of the shares of the convertible preferred stock split, suchare outstanding (subject to certain adjustments), and (b) thereafter, for so long as at least 338 of the reverseshares of the convertible preferred stock split under Proposal II,are outstanding (subject to certain adjustments), the consent of the holders of a majority of the outstanding shares of convertible preferred stock, voting as a separate class, shall be required for any of the following actions: (i) the creation of any senior or pari passu security; (ii) declaration or payment of dividends on common stock; (iii) redemption or repurchase of common stock, except from employees, directors and certain other specifiedpersons pursuant to agreements approved by our Board; (iv) incurrence of any debt other than in the ordinary course or pursuant to credit facilities in existence on the date of the initial closing, in either case in an aggregate amount not to exceed $1.0 million; (v) any merger, sale or consolidation of us with another entity or any transaction or series of transactions in which more than 50% of the our voting power is disposed of or transferred; (vi) any increase or decrease in the number of authorized shares of convertible preferred stock; (vii) any modification or change to the rights, preferences and privileges of the convertible preferred stock, which materially and adversely affects the convertible preferred stock; (viii) any change in the capital structuresize of our Board of Directors; (ix) an amendment or waiver of our articles of incorporation or bylaws, by merger or otherwise, which adversely affects the convertible preferred stock; (x) the adoption or amendment of an employee stock incentive plan, or issuance of any options outside of any employee stock incentive plan, unless approved by the directors elected by the holders of the company), appropriate adjustmentsconvertible preferred stock; and (xi) any voluntary dissolution or liquidation.

Vote Required

The approval of this proposal will require the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and voting on the proposal. Under the articles of amendment, our convertible preferred stock is not entitled to vote on this proposal.

Board Recommendation

Our Board of Directors has determined that completion of the financing is in the best interests of Metro One and our shareholders. Our Board of Directors therefore recommends a vote FOR this proposal.

Ratification of Selection of Independent Registered Public Accounting Firm
(Proposal III)

The Audit Committee of the Board of Directors has selected BDO Seidman, LLP as Metro One’s independent registered public accounting firm for the year ending December 31, 2007. BDO Seidman, LLP has served as our independent registered public accounting firm since October 2006. It is expected that representatives of BDO Seidman, LLP will be made to: (a)present at the maximum number of securities issuable undermeeting, will have the 2006 planopportunity to make a statement if they so desire, and (b) the number and the price per share in effect under each outstanding stock award under the 2006 plan.will be available to respond to appropriate questions.

Board Recommendation; Vote Required

Eligibility.   Employees, definedThe Board has decided to ask the shareholders to ratify the selection of BDO Seidman, LLP as any person, including officersour independent registered public accounting firm and directors, employed by us or any parent or subsidiaryrecommends that the shareholders vote FOR approval, although the selection of ours, are eligibleour independent registered public accounting firm is not required to be granted options or awarded or sold shares under the 2006 plan. Consultants, defined as any person who is engaged by us or any subsidiarysubmitted to render consulting services, and who is compensated for such services, and directors whether compensated for such services or not, are also eligible to be granted options or awarded or sold shares under the 2006 plan. If an employee is granted an ISO which, when aggregated with all other ISOs granted to such employee by us, or by any parent or subsidiary, would result in sharesa vote of the common stock having an aggregate fair market value in excess of $100,000 becoming available for purchase upon the exercise of one or more ISOs during any calendar year, then such excess ISOs shall be treated as NSOs.

12

The purpose of thisthe Corporate Governance and Nominating Committee is to identify individuals qualified to serve as directors, recommend to the Board of Directors nominees for election as directors, evaluate the Board’s performance, develop and recommend to the Board corporate governance guidelines and codes of ethics and conduct, and generally to provide oversight with respect to corporate governance and ethical conduct. This Committee operates under a written charter, which can be viewed in the Investor Relations section of our website at www.metro1.com.

Attendance at Board, Committee and Shareholder Meetings

During 2005,2006, the Board of Directors held twelve15 meetings. Also, during 2005,2006, the Audit Committee met five times, the Compensation Committee met threetwo times, and the Corporate Governance and Nominating Committee met twice.one time. Each incumbent director attended at least 75% of the aggregate of the total number of Board meetings held (except for David Williams, who attended 662¤3% of the Board meetings held) and the total number of meetings held by all committees of the Board on which the director served during the period of service in that the director served.

capacity.

Under our Corporate Governance Guidelines, directors are expected to attend our annual meetings of shareholders. All of our directors attendedat the time of our 20052006 annual meeting of shareholders.

shareholders attended the meeting, except for Mr. David Williams who was not standing for reelection at the meeting.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exits, or in the past fiscal year has existed, between any member of our Compensation Committee and any member of any other company’s board of directors or compensation committee .

committee.

Codes of Conduct and Ethics

We have adopted a “Code of Business Conduct and Ethics” applicable to our employees, officers and directors and a “Code of Ethics” applicable to our Chief Executive Officer and our senior financial officers. A copy of our Code of Business Conduct and Ethics and our Code of Ethics can be found in the Investor Relations section of our on our website at www.metro1.com or can be obtained by writing to Investor Relations, Metro One Telecommunications, Inc., 11200 Murray Scholls Place, Beaverton, Oregon 97007.

Shareholder Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with our Board of Directors, individual directors, nonmanagement directors or the chairs of our committees may do so by mailing the communications to them in care of: Corporate Secretary, Metro One Telecommunications, Inc., 11200 Murray Scholls Place, Beaverton, OR 97007. These communications may be submitted anonymously or confidentially. Our Corporate Secretary will forward communications directed to specific directors or committee chairs to those individuals. The Corporate Secretary will review all other communications and forward to the Board of Directors a summary and copies of those items that, in the opinion of our Corporate Secretary, deal with the functions of the Board or its committees or that he otherwise determines should be brought to the attention of the Board. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the ChairmanChair of the Audit Committee. Our

18

(2)                       Effective as of April 30, 2007, Mr. Fromhart resigned as Senior Vice President—Chief Financial Officer.

(3)                       Consists of $52,677 of retention plan payments and $7,094 of Performance Incentive Program payments.

(4)                       Consists of $53,659 of retention plan payments and $7,628 of Performance Incentive Program payments.

(5)                       Consists of $30,424 of retention plan payments and $9,042 of Performance Incentive Program payments.

(6)                       Consists of $57,692 of retention plan payments and $8,200 of Performance Incentive Program payments.

(7)                       The amount shown in the table as salary for Mr. Usdan does not include the cash compensation and options we paid to him in 2006 for his services as a member of the Board of Directors. Please see the “Directors Compensation” table for Mr. Usdan’s director compensation. “All Other Compensation” for Mr. Usdan consists of reimbursable expenses pursuant to Mr. Usdan’s consulting agreement with Metro One, such as temporary accommodations, travel and medical insurance reimbursements. Please see “Retention Plan; Employment and Related Agreements” below for a description of Mr. Usdan’s consulting agreement.

ManagementGrants of Plan-Based Awards

There were no grants of stock or option awards made to Named Executive Officers during fiscal 2006, except for the annual option granted to Mr. James Usdan for his services as a director.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect toregarding outstanding equity awards held by our executive officers:

Information concerning Mr. Usdan and Mr. Henry is set forth under “Election of Directors — Nominees and Directors.”  The Board of Directors appoints the executive officers, who serve at the discretionNamed Executive Officers as of the Board.

Karen L. Johnson joined Metro One in 1993 and since 1998 has served as Senior Vice President – Corporate Development.  From 1993 to 1998, she served as Vice President – Controller.  From 1989 to 1993, she was the Financial Operations Manager for Care Medical Equipment, Inc. and Care Ambulance, Inc.  Ms. Johnson is a certified public accountant with a Bachelorend of Arts degree from St. Olaf College and performed post-graduate work in accounting and business administration at Portland State University.

Duane C. Fromhart joined Metro One in 2000 and since July 2004 has served as Senior Vice President – Chief Financial Officer.  From April 2000 through June 2004 he served as Vice President – Finance.  From 1996 to 2000, he served as Vice President and Controller of Analogy, Inc., a software development company.  From 1990 to 1996, he held various positions, including Manager, in the Audit and Business Advisory Services division of Arthur Andersen, LLP.  Mr. Fromhart is a certified public accountant with a Bachelor’s degree from Pacific Lutheran University and attended post-graduate studies in business and accounting at Portland State University.

22fiscal 2006: