Exhibit 99.3




                           RASCOM, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1998
                         TOGETHER WITH AUDITORS' REPORT






                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To RAScom, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of RAScom, Inc. and
subsidiary (a Delaware corporation) as of December 31, 1998, and the related
consolidated statements of operations, redeemable preferred stock, stockholders'
deficit and comprehensive loss and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RAScom, Inc. and subsidiary as
of December 31, 1998, and the results of their operations and their cash flows
for the year then ended, in conformity with generally accepted accounting
principles.






Boston, Massachusetts
May 24, 1999


                                      F-1


                           RASCOM, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                 (In thousands, except share and per share data)




                                     ASSETS

                                                                                         DECEMBER 31,     MARCH 31,
                                                                                             1998          1999
                                                                                                        (UNAUDITED)
                                                                                                  
CURRENT ASSETS:
   Cash and cash equivalents                                                              $  2,360       $    709
   Accounts receivable, net of reserves of approximately $228 at December 31, 1998
     and March 31, 1999                                                                      1,068            652
   Inventories                                                                               1,396          1,089
   Prepaid and other current assets                                                            412            218
                                                                                          --------       --------
         Total current assets                                                                5,236          2,668

PROPERTY AND EQUIPMENT, NET                                                                  1,315          1,323
                                                                                          --------       --------
                                                                                          $  6,551       $  3,991
                                                                                          ========       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable                                                                       $  1,595       $    806
   Accrued expenses                                                                          2,141          3,553
                                                                                          --------       --------
         Total current liabilities                                                           3,736          4,359

LONG-TERM DEBT (Note 4)                                                                      5,000          5,000

COMMITMENTS (Note 9)

REDEEMABLE CONVERTIBLE PREFERRED STOCK, AT REDEMPTION VALUE:
     Authorized, issued and outstanding--10,696,402 shares (Series A 2,892,744,
     Series B 2,847,543, Series C 4,956,115) at December 31, 1998 and March 31, 1999        20,315         20,720

STOCKHOLDERS' DEFICIT:
   Common stock, $.001 par value-
     Authorized--20,000,000 shares
     Issued and outstanding--4,455,402 shares at December 31, 1998 and 4,490,132
       shares at March 31, 1999                                                                  4              4
   Additional paid-in capital                                                                  299            305
   Deferred compensation                                                                      (221)          (221)
   Accumulated other comprehensive income                                                       36            (63)
   Accumulated deficit                                                                     (22,618)       (26,113)
                                                                                          --------       --------
         Total stockholders' deficit                                                       (22,500)       (26,088)
                                                                                          --------       --------
                                                                                          $  6,551       $  3,991
                                                                                          --------       --------
                                                                                          --------       --------


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                      F-2


                           RASCOM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                 (In thousands)





                                               DECEMBER 31,    MARCH 31,
                                                  1998          1999
                                                             (UNAUDITED)
                                                       
REVENUES                                       $  6,514       $    725

COST OF REVENUES                                  6,294          1,432
                                               --------       --------
         Gross profit (loss)                        220           (707)
                                               --------       --------
OPERATING EXPENSES:
   Selling and marketing                          4,966            946
   Research and development                       3,974            939
   General and administrative                     1,686            357
                                               --------       --------

         Total operating expenses                10,626          2,242
                                               --------       --------
         Loss from operations                   (10,406)        (2,949)

OTHER INCOME (EXPENSE):
   Interest income and other expense, net           254             (7)
   Interest expense                                (129)          (134)
                                               --------       --------
         Total other income                         125           (141)
                                               --------       --------
NET LOSS                                       $(10,281)      $ (3,090)
                                               --------       --------
                                               --------       --------



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                      F-3


                           RASCOM, INC. AND SUBSIDIARY

              CONSOLIDATED STATEMENT OF REDEEMABLE PREFERRED STOCK,
                  STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

                        (In thousands, except share data)





                                                              REDEEMABLE CONVERTIBLE
                                                                  PREFERRED STOCK                         COMMON STOCK
                                                             NUMBER OF         REDEMPTION          NUMBER OF             PAR
                                                               SHARES            AMOUNT              SHARES             VALUE
                                                                                                          
BALANCE, DECEMBER 31, 1997                                   10,696,402         $   18,798          4,172,978         $        4

  Issuance of common stock upon exercise of stock
    options                                                          --                 --            282,424                 --

  Accretion of cumulative preferred stock dividends                  --              1,517                 --                 --

  Foreign currency translation adjustment                            --                 --                 --                 --

  Compensation related to the grant of stock options                 --                 --                 --                 --

  Net loss                                                           --                 --                 --                 --
                                                             ----------         ----------         ----------         ----------

BALANCE, DECEMBER 31, 1998                                   10,696,402             20,315          4,455,402                  4

  Issuance of common stock upon exercise of stock
    options                                                          --                 --             34,730                 --

  Accretion of cumulative preferred stock dividends                  --                405                 --                 --

  Foreign currency translation adjustment                            --                 --                 --                 --

  Net loss                                                           --                 --                 --                 --
                                                             ----------         ----------         ----------         ----------
BALANCE, MARCH 31, 1999 (UNAUDITED)                          10,696,402         $   20,720          4,490,132         $        4
                                                             ----------         ----------         ----------         ----------
                                                             ----------         ----------         ----------         ----------



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                      F-4


                           RASCOM, INC. AND SUBSIDIARY

              CONSOLIDATED STATEMENT OF REDEEMABLE PREFERRED STOCK,
                  STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

                        (In thousands, except share data)

                                   (Continued)




                                                                        ACCUMULATED                     TOTAL
                                           ADDITIONAL                      OTHER                     STOCKHOLDERS'
                                            PAID-IN       DEFERRED     COMPREHENSIVE   ACCUMULATED      EQUITY      COMPREHENSIVE
                                            CAPITAL     COMPENSATION       INCOME        DEFICIT       (DEFICIT)       INCOME
                                                                                                  
BALANCE, DECEMBER 31, 1997                 $     18       $     --       $    (18)      $(10,820)      $(10,816)      $     --

  Issuance of common stock upon
    exercise of stock options                    39             --             --             --             39             --

  Accretion of cumulative preferred
    stock dividends                              --             --             --         (1,517)        (1,517)            --

  Foreign currency translation
    adjustment                                   --             --             54             --             54             54

  Compensation related to the grant
    of stock options                            242           (221)            --             --             21             --

  Net loss                                       --             --             --        (10,281)       (10,281)       (10,281)
                                           --------       --------       --------       --------       --------       --------

  Comprehensive income--1998                                                                                          $(10,227)
                                                                                                                      --------
                                                                                                                      --------
BALANCE, DECEMBER 31, 1998                      299           (221)            36        (22,618)       (22,500)            --

  Issuance of common stock upon
    exercise of stock options                     6             --             --             --              6             --

  Accretion of cumulative preferred
    stock dividends                              --             --             --           (405)          (405)            --

  Foreign currency translation
    adjustment                                   --             --            (99)            --            (99)           (99)

  Net loss                                       --             --             --         (3,090)        (3,090)        (3,090)
                                           --------       --------       --------       --------       --------       --------

  Comprehensive income--Mar. 31, 1999                                                                                 $ (3,189)
                                                                                                                      --------
                                                                                                                      --------
BALANCE, MARCH 31, 1999 (UNAUDITED)        $    305       $   (221)      $    (63)      $(26,113)      $(26,088)
                                           --------       --------       --------       --------       --------
                                           --------       --------       --------       --------       --------


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.




                                      F-5


                           RASCOM, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (In thousands)




                                                                                     DECEMBER 31,     MARCH 31,
                                                                                        1998           1999
                                                                                                    (UNAUDITED)
                                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                           $(10,281)      $(3,090)
   Adjustments to reconcile net income to net cash used in operating activities-
     Depreciation and amortization                                                         686            38
     Compensation expense associated with stock options                                     21            --
     Changes in assets and liabilities, net of acquisitions-
       Accounts receivable                                                                 543           416
       Inventories                                                                        (851)          307
       Prepaid taxes and other current assets                                             (308)          195
       Accounts payable                                                                    892          (790)
       Accrued expenses                                                                    538         1,412
                                                                                      --------       -------

                  Net cash used in operating activities                                 (8,760)       (1,512)
                                                                                      --------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net                                             (1,106)          (46)
                                                                                      --------       -------

                  Net cash used in investing activities                                 (1,106)          (46)
                                                                                      --------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term debt                                                            (398)           --
   Proceeds from issuance of long-term debt                                              5,000            --
   Proceeds from the exercise of stock options                                              39             6
                                                                                      --------       -------

                  Net cash provided by financing activities                              4,641             6
                                                                                      --------       -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                54           (99)
                                                                                      --------       -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               (5,171)       (1,651)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           7,531         2,360
                                                                                      --------       -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $  2,360       $   709
                                                                                      --------       -------
                                                                                      --------       -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the year for-
     Interest                                                                         $     29       $   134
                                                                                      --------       -------
                                                                                      --------       -------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITY:
     Accretion of preferred stock                                                     $  1,517       $   405
                                                                                      --------       -------
                                                                                      --------       -------
     Deferred compensation associated with stock option grants                        $    242       $    --
                                                                                      --------       -------
                                                                                      --------       -------




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                      F-6


                           RASCOM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998




(1)    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

       RAScom, Inc. (the Company) is a leading provider of NT-based remote
       access systems for telecommunications networks worldwide. The Company
       develops, manufactures, markets and supports a family of servers that
       address the complex enhanced services and wireless and wireline
       infrastructure needs of network providers. The Company sells to a variety
       of customers in the worldwide telecommunications market, including
       applications developers, original equipment manufacturers (OEMs), system
       integrators and network service providers.

       On May 10, 1999, the Company exchanged all of the outstanding shares and
       options for 1,099,940 shares of common stock of Excel Switching
       Corporation (Excel), a company that develops, manufactures, markets and
       supports a family of open, programmable, carrier-class switches. 102,122
       of these shares were placed into escrow as security for indemnification
       obligations of the Company relating to representations, warranties and
       tax matters. The merger will be accounted for as a pooling of interests.

       The accompanying consolidated financial statements reflect the
       application of certain accounting policies as described below and
       elsewhere in the notes to consolidated financial statements.

       (a)    PRINCIPLES OF CONSOLIDATION

              These consolidated financial statements include the accounts of
              the Company and its wholly owned subsidiary. All significant
              intercompany transactions have been eliminated.

       (b)    INTERIM FINANCIAL STATEMENTS

              The accompanying supplemental consolidated financial statements as
              of March 31, 1999 and for the three months ended March 31, 1999
              are unaudited, but in the opinion of management, include all
              adjustments, consisting only of normal recurring adjustments
              necessary for a fair presentation of results for the interim
              periods. Certain information and footnote disclosures normally
              included in financial statements prepared in accordance with
              generally accepted accounting principles have been omitted with
              respect to these unaudited financial statements, although the
              Company believes that the disclosures included are adequate to
              make the information presented not misleading. Results for the
              three months ended March 31, 1999 are not necessarily indicative
              of the results that may be expected for the year ending December
              31, 1999.


                                      F-7


       (c)    MANAGEMENT'S ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the amounts reported in
              the financial statements and accompanying notes.

              The market for telecommunications equipment in which the Company
              operates can be characterized as rapidly changing due to several
              factors including technological advancements, the introduction of
              new products and services by the Company and its competitors, and
              the increasing demands placed on equipment in worldwide
              telecommunications networks. Significant assets and liabilities
              with reported amounts based on estimates include accounts
              receivable, inventory and accrued expenses for post-sale support
              costs, warranty costs and sales returns and allowances. While the
              Company believes its estimates are adequate, actual results could
              differ from those estimates.

       (d)    REVENUE RECOGNITION

              Revenue is generally recognized when all significant contractual
              obligations have been satisfied and collection of the resulting
              receivable is reasonably assured. Revenue from product sales of
              hardware and software is recognized at time of delivery and
              acceptance, and after consideration of all the terms and
              conditions of the customer contract. Revenue from providing
              services and post-sale support are recognized at time of
              performance. The Company provides for anticipated product returns
              and warranty costs at the time of revenue recognition.

       (e)    SOURCES OF SUPPLY AND THIRD-PARTY MANUFACTURING RELATIONSHIPS

              Certain components used in the manufacture of the Company's
              products are currently available only from single- or sole-source
              suppliers. In addition, the Company relies on a limited number of
              third parties to manufacture certain other components and
              subassemblies. Shortages resulting from a change in arrangements
              with these suppliers and manufacturers could cause delays in
              manufacturing and product shipments and possible deferral or
              cancellation of customer orders.

       (f)    RESEARCH AND DEVELOPMENT AND SOFTWARE DEVELOPMENT COSTS

              Research and development costs have been charged to operations as
              incurred. The Company believes its current process for developing
              software is essentially completed concurrently with the
              establishment of technological feasibility. Accordingly, no
              software development costs have been capitalized to date.


                                      F-8


       (g)    CONCENTRATIONS OF CREDIT RISK

              Financial instruments that subject the Company to significant
              concentrations of credit risk consist primarily of cash, cash
              equivalents, and trade accounts receivable. The Company's
              investments are in financial instruments of high quality.
              Concentration of credit risk with respect to accounts receivable
              is limited to customers to whom the Company makes significant
              sales. One significant customer accounted for approximately 66% of
              accounts receivable at December 31, 1998. To control credit risk,
              the Company performs regular credit evaluations of its customers'
              financial condition and maintains allowances for potential credit
              losses.

       (h)    FAIR VALUE OF FINANCIAL INSTRUMENTS

              The carrying amounts of the Company's cash and cash equivalents,
              accounts receivable and accounts payable approximate fair value
              due to the short-term nature of these instruments.

       (i)    CASH AND CASH EQUIVALENTS

              The Company considers all highly liquid investments with original
              maturities of less than 90 days to be cash equivalents. Cash
              equivalents consist of money market accounts at December 31, 1998
              and are reported at cost, which approximates market value.

       (j)    COMPREHENSIVE INCOME

              Comprehensive income represents the change in equity of a business
              enterprise resulting from transactions and other events and
              circumstances from nonowner sources. For 1998, the only difference
              between comprehensive income and net income relates to the foreign
              currency translation adjustment.

(2)    INVENTORIES

       Inventories are valued at the lower of cost (first-in, first-out) or
       market. Work-in-process and finished goods consist of materials, labor
       and manufacturing overhead. Inventories consist of the following (in
       thousands):



                                                DECEMBER 31,    MARCH 31,
                                                   1998          1999
                                                         
            Raw materials                        $     807     $     822
            Work-in-process                            261           238
            Finished goods                             328            29
                                                 ---------     ---------
                                                 $   1,396     $   1,089
                                                 ---------     ---------
                                                 ---------     ---------


(3)    PROPERTY AND EQUIPMENT

       The Company provides for depreciation and amortization using the
       straight-line method by charges to operations in amounts that allocate
       the cost of the assets over their estimated useful lives.


                                      F-9


       Property and equipment consists of the following at December 31, 1998 (in
thousands):



                                                                            ESTIMATED
                                                                1998       USEFUL LIVES
                                                                     
Computer and test equipment                                 $     1,236     2-5 years
Office equipment, furniture and fixtures                            981     2-7 years
Leasehold improvements                                              152     7-40 years
                                                            -----------
                                                                  2,369

Less--Accumulated depreciation and amortization                   1,054
                                                            -----------
                                                            $     1,315
                                                            -----------
                                                            -----------


(4)    LONG-TERM DEBT

       In October 1998, the Company entered into a promissory note with a
       customer that provided for an advance of $5 million to the Company. The
       note bears interest at the prime rate plus 3% per annum (10.75% at
       December 31, 1998). Interest is payable quarterly in arrears. Principal
       due under the note is payable in twelve equal quarterly payments
       beginning in October 2000. Upon the occurrence of certain events, as
       defined, the maturity of principal amounts outstanding under the note may
       be accelerated or decelerated.

       Future maturities of the remaining long-term obligations are as follows:


                                                 
                      1999                          $       --
                      2000                                 417
                      2001                               1,667
                      2002                               1,667
                      2003                               1,249
                                                    ----------
                                                    $    5,000
                                                    ----------
                                                    ----------


(5)    INCOME TAXES

       Deferred tax assets or liabilities are determined based on the difference
       between the financial statement and tax bases of assets and liabilities,
       as measured by the enacted tax rates expected to be in effect when the
       differences reverse. A valuation allowance is recorded if it is more
       likely than not that all or a portion of any deferred tax assets will not
       be realized.


                                      F-10


       The approximate income tax effect of each type of temporary difference
       composing the net deferred tax assets at December 31, 1998 is as follows
       (in thousands):


                                                          
              Net operating loss carryforwards               $    6,526
              Nondeductible accruals                                245
              Nondeductible reserves                                828
              Credit carryforwards                                  126
              Valuation allowance                                (7,725)
                                                             ----------
                       Net deferred tax asset                $       --
                                                             ----------
                                                             ----------


       At December 31, 1998, the Company had net operating loss carryforwards
       for federal and state income tax purposes of approximately $17,034. The
       net operating loss carryforwards expire through 2018 and are subject to
       review and possible adjustment by the Internal Revenue Service (IRS). The
       Tax Reform Act of 1986 contains provisions that may limit the net
       operating loss carryforwards available to be used in any given year in
       the event of significant changes in ownership interest, as defined.

(6)    STOCKHOLDERS' EQUITY

       (a)    COMMON STOCK

              The Company has 20,000,000 shares of common stock, par value of
              $.001 per share authorized. At December 31, 1998, there were
              2,194,597 shares of common stock reserved for future issuance
              under the Company's stock plans.

       (b)    REDEEMABLE CONVERTIBLE PREFERRED STOCK

              At December 31, 1998, the Company has authorized, issued and
              outstanding 10,696,402 shares of redeemable convertible preferred
              stock, of which 2,892,744 shares have been designated Series A
              redeemable convertible preferred stock (Series A), 2,847,543
              shares have been designated Series B redeemable convertible
              preferred stock (Series B) and 4,956,115 shares have been
              designated Series C redeemable convertible preferred stock (Series
              C) (collectively, the preferred stock). The preferred stock
              possesses the following rights and privileges:

                  VOTING

                  Preferred stockholders are entitled to a number of votes equal
                  to the number of shares of common stock into which the
                  preferred stock are then convertible.

                  CONVERSION AND REDEMPTION

                  The preferred stock is convertible into common stock at the
                  option of the stockholder. Each preferred share is convertible
                  into common stock on a one-for-one basis, subject to certain
                  adjustments. The preferred stock will automatically convert
                  into common stock in the event of a public offering of the
                  Company's common stock resulting in proceeds of at least
                  $15,000,000 and a price of at least three times the weighted
                  average purchase price per share of all preferred stock.



                                      F-11


                  On or after February 15, 2002, the preferred stockholders have
                  the right to require the Company to redeem the Series A,
                  Series B and Series C preferred stock at a price equal to the
                  higher of (i) the existing fair market value, as defined or
                  (ii) the original purchase price plus a cumulative dividend
                  accruing at 8% per annum per share.

                  DIVIDENDS

                  Preferred stockholders are entitled to a cumulative dividend
                  of 8% per annum per share if and when declared by the Board of
                  Directors. For any other dividends or distributions, preferred
                  stockholders are entitled to dividends on an as-converted
                  basis. No dividends have been declared to date.

                  LIQUIDATION

                  In the event of voluntary or involuntary liquidation of the
                  Company, the preferred stockholders have preference in
                  distribution and the Series A, Series B and Series C
                  stockholders shall be entitled to receive the greater of (i)
                  the original purchase price paid for their stock plus any
                  unpaid cumulative dividends plus any other declared but unpaid
                  dividends thereon or (ii) the amount they would have received
                  if all Series A, Series B and Series C preferred stock were
                  converted to common stock.

(7)    STOCK OPTION PLANS

       In 1996, the Board of Directors adopted and the stockholders subsequently
       approved the Company's 1996 stock option plan (the 1996 Plan), which
       provides for the issuance of incentive stock options and nonqualified
       stock options to eligible employees, directors and consultants to the
       Company. The options can be granted for periods up to ten years and
       generally vest ratably over a four-year period with initial vesting
       occurring on the first anniversary from the grant date and then monthly
       thereafter. At December 31, 1998, 2,650,000 shares were authorized for
       issuance under the 1996 Plan.

       The option price for stock options granted under the 1996 Plan is
       determined by a Compensation Committee consisting of two or more members
       of the Company's Board of Directors. The option price for incentive stock
       options shall be the fair value at the time the option is granted. In
       some instances, options have been granted at exercise prices below the
       fair market value on the date of grant. The difference, if any, between
       the fair market value of shares of the Company's common stock and the
       exercise price of the option is recognized as compensation expense over
       the vesting term. During 1998, the Company granted options with exercise
       prices less than fair market value. The total difference between fair
       market value and the strike prices was approximately $242,000. This
       difference will be recognized as compensation expense over the related
       option vesting period. During 1998, the Company recognized net
       compensation expense of approximately $21,000 related to these options.


                                      F-12


       Stock option activity under the option plan for the year ended December
31, 1998 is as follows:



                                                                               WEIGHTED
                                                                                AVERAGE
                                                               NUMBER OF        EXERCISE
                                                                SHARES           PRICE
                                                                         
            Outstanding, December 27, 1997                     1,677,812        $    .15
               Granted                                           897,250             .24
               Exercised                                        (282,424)            .14
               Forfeited                                        (265,228)            .18
                                                               ---------
            Outstanding, December 31, 1998                     2,027,410        $    .19
                                                               ---------        --------
                                                               ---------        --------


       The following table summarizes information about stock options
outstanding at December 31, 1998:



                                                WEIGHTED
                                                AVERAGE                         WEIGHTED
                                               REMAINING                        AVERAGE
                                   NUMBER      CONTRACTUAL        NUMBER        EXERCISE
              EXERCISE PRICE    OUTSTANDING        LIFE         EXERCISABLE      PRICE
                                                                    
                 $   .10          428,958          7.53           213,058       $    .10
                     .18          556,555          8.20           201,576            .18
                     .20          632,647          9.07            80,662            .20
                     .22           75,000          9.24                --            .22
                     .30          334,250          9.64                --             --
                                ---------                         -------

                                2,027,410                         495,296       $    .15
                                ---------                         -------       --------
                                ---------                         -------       --------



       Statement of Financial Accounting Standards (SFAS) No. 123, ACCOUNTING
       FOR STOCK-BASED COMPENSATION, requires the measurement of the fair value
       of stock options to be included in the statement of income or disclosed
       in the notes to financial statements. The Company has determined that it
       will continue to account for stock-based compensation for employees under
       Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED
       TO EMPLOYEES, and elect the disclosure-only alternative under SFAS No.
       123.

       Had compensation cost for the Company's option plans been determined
       based on the fair value at the grant dates, as prescribed in SFAS No.
       123, the Company's net income for the year ended December 31, 1998 would
       have been as follows (in thousands):


                                         
      Net loss-
           As reported                      $   (10,281)
           Pro forma                            (10,312)



                                      F-13


       The fair value of each option grant is estimated on the date of grant
       using the Black-Scholes option pricing model with the following
       assumptions used for grants during the year ended December 31, 1998:


                                             
      Dividend yield                              0%

      Volatility                                  0%

      Risk-free interest rate                    5.5%

      Expected option term                     7 years

      Weighted average fair value per
        share of options granted                $ 0.30


(8)    SEGMENT AND ENTERPRISE-WIDE REPORTING

       The Company currently operates in one operating segment as a provider of
       NT-based remote access systems. This segment derives its revenues from
       the sale and support of a family of products that address the complex
       enhanced services and wireless and wireline infrastructure needs of
       network providers.

       The Company derives substantially all of its revenue from the sale and
       support of one group of similar products. Substantially all of the
       Company's assets are located within the United States. During 1998, the
       Company derived its revenues from the following geographic regions (in
       thousands):



                                            1998
                                       
           United States                  $  5,810
           Other                               704
                                          --------
                                          $  6,514
                                          --------
                                          --------


       During 1998, the Company derived a portion of its revenues from sales to
       a single customer that exceeded 10 percent of total revenues, as follows:


                                           1998
                                        
           Significant customer A           52%



                                      F-14


(9)    COMMITMENTS

         (a)      LEASE OBLIGATION

                  The Company leases certain equipment and office facilities
                  under noncancelable operating leases, which expire at various
                  dates through November 2001. Future minimum lease payments
                  required under these leases at December 31, 1998 are
                  approximately as follows (in thousands):



               FISCAL YEAR                   AMOUNT
                                        
                  1999                     $     406
                  2000                           389
                  2001                           320
                  2002                           321
                                           ---------
                                           $   1,436
                                           ---------
                                           ---------



                  Total rent expense under these agreements for 1998 and for the
                  three months ended March 31, 1999 was approximately $294,000.

         (b)      PURCHASE COMMITMENTS

                  In the normal course of business, the Company routinely enters
                  into purchase commitments for the purchase of inventory.
                  During the quarter ended March 31, 1999, the Company
                  identified a purchase commitment in excess of the anticipated
                  inventory usage and recorded a charge of approximately $650
                  against cost of sales.

(10)   EMPLOYEE BENEFIT PLAN

       The Company has a qualified 401(k) retirement savings plan covering all
       employees. Under this plan, participants may elect to defer a portion of
       their compensation, subject to certain limitations. In addition, the
       Company, at the discretion of the Board of Directors, may make profit
       sharing contributions into the plan. For 1998, the Company did not make
       contributions to the plan.

(11)   ACCRUED EXPENSES

       Accrued expenses at December 31, 1998 consists of the following (in
thousands):



                                                            1998
                                                      
       Sales returns and allowances                      $    113
       Payroll and benefits                                   590
       Post-sales support and warranty                        455
       Marketing                                               40
       Professional fees                                       83
       Other                                                  860
                                                         --------
                                                         $  2,141
                                                         --------
                                                         --------



                                      F-15