Motorola to Acquire Tech Start-up

Motorola has announced that it has entered into a definitive agreement to
acquire Winphoria Networks and plans to integrate it into its Global Telecom
Solutions Sector (GTSS) business unit in an all cash transaction. The completion
of the acquisition is subject to customary closing and regulatory conditions and
is expected to occur in the second quarter. This is an important development as
Winphoria, started in March 2000 by founded by Murali Aravamudan and Shamim
Naqvi, pioneers of soft-switch technology at Lucent Technologies, built a next
generation MSC (Main Switching Centre) that is a Linux-based soft switch and
proposed to offer the advantage of better handling of mobile calls and
cost-effectiveness. The technology marvel was that some of the mobile-to-mobile
calls could be handled without voice coding and decoding each time. And service
providers could add new MSCs without disrupting the legacy infrastructure.
Seeing this strength, Motorola GTSS had announced an OEM agreement with
Winphoria in August 2002. Through that relationship the first commercial trial
of the Winphoria soft-switch, branded the Motorola Soft-Switch (MSS) began in
Asia.

CDMA 1X network customer trials are underway in North America and Asia, with
limited commercial introduction slated for June 2003. Though Winphoria's
solution was for wireless CDMA technology, it had plans to develop the GSM MSC.
It also had the application called "Push to Talk", where mobile users
can have closed-user-group walkie-talkie like conversations.

This acquisition will provide Motorola with additional capability to deliver
on its strategy to provide complete networks to support operators_ 2.5
Generation (2.5G) -- 3rd Generation (3G) systems worldwide. GTSS will increase
its technology capability, enabling it to develop better choices for
cost-effective, enhanced featured mobile switching center solutions.

Winphoria had about 125 engineers worldwide and about 45 of them were in the
India development center and was an equal and integral component of the US
Development organization with the same type of development work and the similar
standards for technical competency of employees. The CEO of Winphoria India, Dr
M Giridhar Krishna, had quit the organization a couple of months before this
development and the employees were reporting to the US office directly. The
company had $50 million in funding in two rounds from Matrix Partners, North
Bridge Venture Partners, Norwest Venture Partners, Amerindo Investment Advisors
Inc.