DEMAND FOR JURY TRIAL

Plaintiffs Fred and Roberta Lipschutz, Arthur Simon, and John Galley, III, on behalf of themselves and all persons similarly situated, bring this action for damages and injunctive relief under the antitrust laws of the United States and under the law of California, and demand trial by jury, complaining and alleging, based on personal knowledge as to their own actions and on information and belief as to the actions of others, as follows:

I. NATURE OF THIS ACTION

1. This action challenges illegal conduct by defendants undertaken with the purpose and effect of forcing purchasers of broadband Internet data transmission services from one or more of the Cable Company Defendants, as defined below, to purchase Internet interface/content services sold by a company affiliated with that Cable Company Defendant at artificially inflated prices. As used in this complaint, the term "Cable Company Defendants" means each defendant other than defendants At Home Corporation and ServiceCo L.L.C.

2. Each Cable Company Defendant possesses, and at all relevant times in the past has possessed, market power in the market for provision of broadband Internet data transmission services in each place in which it offers or has offered such services.

3. Each Cable Company Defendant is affiliated with either At Home Corporation ("@Home") or ServiceCo L.L. C. ("RoadRunner"), providers of Internet interface/content services to consumers who have broadband access to the Internet.

4. Pursuant to long-term exclusivity agreements between each Cable Company Defendant and either @Home or RoadRunner, each Cable Company Defendant requires customers who wish to purchase broadband Internet data transmission services from it also to purchase the Internet interface/content services sold by its affiliated provider of such services. These exclusive agreements are the products of contracts, combinations, or conspiracies (a) among the Cable Company Defendants affiliated with @Home ("the @Home MSOs") and (b) among the Cable Companies affiliated with RoadRunner ("the RoadRunner MSOs") that have the purpose and effect of preventing potential competitors (e.g., America Online and Mindspring) from providing interface/content services to purchasers of the Cable Company Defendants’ broadband Internet data transmission services at competitively set prices. These policies have substantially reduced competition and unreasonably restrained trade to the injury of plaintiffs and the members of the Class, as defined below.

5. Defendants have also harmed consumers by tying the purchase of Internet interface/content services to the provision of broadband Internet data transmission services. By means of such ties, the defendants have forced and continue to force each customer of the Cable Company Defendants who has purchased or wishes to purchase broadband Internet data transmission services from one or more of them (a) to pay a supracompetitive price for Internet interface/content services and/or (b) to purchase redundant Internet interface/content services sold by the Cable Company Defendant’s affiliate that he or she would not otherwise have purchased. By their conduct, the defendants have substantially reduced competition and unreasonably restrained trade to the injury of plaintiffs and the members of the Class, as defined below.

6. The defendants’ conduct has had a direct, substantial, and adverse effect on competition by raising barriers to actual and potential Internet interface/content service providers, foreclosing competition with @Home and RoadRunner on the basis of price and performance, and thereby forcing consumers to pay higher prices than would obtain in a free and Open market not affected by defendants’ illegal conduct or even to purchase wholly redundant Internet interface/content services that they otherwise would not have purchased.

II. JURISDICTION AND VENUE

7. This Court has jurisdiction over this action pursuant to section 4 of the Sherman Act, 15 U.S.C. §4, sections 4, 12 and 16 of the Clayton Act, 15 U.S.C. §§ 15, 22 and 26, and 28 U.S.C. §§ 1331, 1337 and 1367.

8. Venue is proper in this district under 15 U.S.C. §§ 15, 22 and 26 and under 28 U.S.C. §1391(b) and (c).

III. THE PARTIES

A. PLAINTIFFS

9. Plaintiffs Fred and Roberta Lipschutz and Arthur Simon are purchasers of broadband Internet data transmission services from one of the Cable Company Defendants affiliated with RoadRunner who have also been forced to purchase Internet interface/content services from RoadRunner at a supracompetitive price.

10. Plaintiff John Galley, III is a purchaser of broadband Internet data transmission services from one of the Cable Company Defendants affiliated with @Home who has also been forced to purchase Internet interface/content services from @Home at a supracompetitive price.

B. DEFENDANTS

11. Defendant American Telephone & Telegraph Corporation ("AT&T") is a New York corporation. Its principal place of business is located at 32 Avenue of the Americas, New York, NY 10013. By virtue of its completed acquisition of Tele-Communications Inc. and its pending acquisition of MediaOne Group, AT&T, either directly or through its subsidiaries, is already the second largest cable company in the United States and will shortly become the largest (ranked by number of subscribers). AT&T has substantial cable and other business operations in this district.

12. Defendant Tele-Communications, Inc. ("TCI") is a corporation organized under the laws of Delaware with its principal place of business in Englewood, Colorado. Until recently, TCI was a publicly-traded corporation. TCI is now a wholly-owned subsidiary of AT&T Corporation. TCI directly and indirectly owns and operates cable systems throughout the United States and does substantial business in this district.

13. Defendant At Home Corporation ("@Home") is a Delaware corporation. Its principal place of business is located at 425 Broadway Street, Redwood City, California 94063. It does substantial business in this district.

14. Defendant Cox Communications, Inc. ("Cox") is a Delaware corporation. Its principal place of business is located at 1400 Lake Hearn Drive, Atlanta, GA 30319. Cox is the fifth largest cable television company in the United States. It does substantial business in this district.

15. Defendant Arahova Communications, Inc. ("Arahova"), successor by merger of Century Communications Corp., is a Delaware corporation. Its principal place of business is located at One North Main Street Coudersport, Pennsylvania 16915-1141. Pursuant to a recently consummated merger, Arahova is a wholly owned subsidiary of Adelphia Communications Company, the sixth largest cable company in the United States. Arahova does substantial business in this district.

16. Defendant Comcast Corporation ("Comcast") is a Pennsylvania corporation. Its principal place of business is located at 1500 Market Street, Philadelphia, PA 19102. Comcast owns a controlling interest in defendant Jones Intercable, Inc. Comcast is currently the fourth largest cable company in the United States. It does substantial business in California.

17. Defendant Jones Intercable, Inc. ("Jones") is a Colorado corporation. Its principal place of business is located at 9697 East Mineral Avenue, Englewood, Colorado 80112. Jones does substantial business in California.

18. Defendant Cablevision Systems Corporation ("Cablevision") is a Delaware corporation. Its principal place of business is located at 1111 Stewart Avenue, Bethpage, NY 11 714. Cablevision is the seventh largest cable company in the United States.

19. Defendant Garden State Cable Vision LP ("Garden State") is a partnership with its principal place of business at 1250 Haddonfield-Berlin Road, Cherry Hill, NJ 08034. Garden State, which is owned in equal shares by Comcast and Lenfest Communications, is the thirty-second largest cable company in the United States.

20. Defendant MediaOne Group ("MediaOne") is a Delaware corporation. Its principal place of business is located at 188 Inverness Drive West, Englewood, CO 80112. MediaOne is currently the third largest cable company in the United States. MediaOne is being purchased by defendant AT&T in a transaction expected to close in the first quarter of 2000, which will create the largest cable company in the United States. MediaOne does substantial business in this district.

21. Defendant Time Warner lnc. ("TWI") is a Delaware corporation. Its principal place of business is located at 75 Rockefeller Plaza, New York, NY 10019.

22. Defendant Time Warner Entertainment Company, L.P. ("TWE") is a Delaware limited partnership. Its principal place of business is located at 75 Rockefeller Plaza, New York, NY 10019.

23. Defendant TWE – A/N Partnership ("TWE-A/N") is a partnership. Its principal place of business is located at 75 Rockefeller Plaza, New York, NY 10019. TWE, holds a 64.8% share of the partnership, and manages its cable television holdings. Advance/Newhouse holds a 33-1/3% share of TWE-A/N.

24. The cable systems owned by TWI, TWE, and TWE-A/N and operated under the name "Time Warner Cable" collectively constitute the largest cable television operation in the United States. Time Warner Cable does substantial business in this district.

25. ServiceCo L.L.C. ("RoadRuimer") is a limited liability company with its principal place of business at 13241 Woodland Park Rd., Herndon, VA 20171. ServiceCo L.L.C. sells Internet interface/content services under the name RoadRunner. lt is jointly and entirely owned by affiliates of TWI, MediaOne, Microsoft Corp., Compaq Corp., and Advance/Newhouse. RoadRunner does substantial business in this district.

C. THE @HOME MSOS

26. Defendants AT&T (either directly or through subsidiaries), TCI, Cox, Comcast, Jones, Cablevision, Arahova, and Garden State (the "@Home MS Os") are multiple systems operators ("MSOs") affiliated with @Home. (An MSO is an operator of more than one cable television franchise.)

27. Each @Home MSO operates cable television franchises in various locations across the United States.

28. Each @Home MSO sells broadband Internet data transmission services to consumers in one or more of the locations in which it operates cable franchises.

29. In each location in which an @Home MSO sells broadband Internet data transmission services it is and has been at all relevant times the sole or dominant provider of such services to individual consumers.

30. As a result of agreements among the @Home MS 0’s and between each @Home MSO and @Home, each @Home MSO requires, and at all relevant times has required, each consumer to whom it sells broadband Internet data transmission services to purchase interface/content services from @Home as an explicit, nonnegotiable condition of any such broadband services.

31. By virtue of its ownership interest in @Home or its ownership of warrants granting it the right to purchase @Home stock on favorable terms, each @Home I\450 derives, and at all relevant times has derived, an economic benefit from requiring consumers to purchase interface/content services from @Home.

D. THE ROADRUNNER MSOS

32. Defendants TWI and MediaOne are MSOs that, at all relevant times, have had substantial ownership interests in RoadRunner. (Upon consummation of AT&T’s merger with MediaOne, AT&T will own MediaOne’s share of RoadRunner.) Defendant TWE is a subsidiary of TWI that owns various cable television systems. TWE also operates the cable television systems owned by TWI and TWE-A/N. The term "Road Runner MS Os" refers to TWI, TWE, TV/E-AIN and MediaOne.

33. Each RoadRunner MSO operates cable television franchises in various locations across the United States.

34. Each RoadRunner MSO sells broadband Internet data transmission services to consumers in one or more of the locations in which it operates cable franchises.

35. in each location in which a RoadRunner MSO sells broadband Internet data transmission services it is and has been at all relevant times the sole or dominant provider of such services to individual consumers.

36. As a result of agreements among the RoadRunner MSO’s and between each RoadRunner MSO and RoadRunner, each RoadRunner MSO requires, and at all relevant times has required, each consumer to whom it sells broadband Internet data transmission services to purchase interface/content services from RoadRunner as an explicit, nonnegotiable condition of any such broadband services.

37. B virtue of its ownership interest in RoadRunner, each RoadRunner MSO derives, and at all relevant times has derived, an economic benefit from requiring consumers to purchase interface/content services from RoadRunner.

lV. CLASS ACTION ALLEGATIONS

38. Plaintiffs bring this action as a class action pursuant to Federal Rule of Civil Procedure 23(b)(2) and 23(b)(3) on behalf of all persons who purchase or have purchased broadband Internet data transmission services from a Cable Company Defendant at any time between November 10, 1995, and the date of final judgment in this action (the "Class"). The Class does not include defendants, and their officers, directors, employees and agents.

39. The members of the Class are so numerous that joinder of all members is impracticable. The disposition of their claims in a class action will provide substantial benefits to the parties and the Court. Many thousands of persons have already purchased broadband Internet data transmission services from one or more of the Cable Company Defendants. In addition to those who are already victims of the defendants’ illegal conduct, the defendants continue selling their services to more than 2,000 additional consumers each day.

40. There are numerous questions of law and fact arising out of defendants’ conduct which are common to the Class. The common issues of law and fact include, but are not limited to, the following:

a. Whether defendants’ conduct violates the federal and state antitrust laws;

b. The definition of the relevant markets;

c. Whether the defendants’ conduct has caused the members of the plaintiff Class to suffer injury and damage;

d. The proper measure of damages sustained by Class members;

e. What injunctive relief is necessary and proper to remedy defendants’ violation of the federal antitrust laws.

41. The claims of the named plaintiffs af6 typical of the claims of all members of the Class, in that the injuries and damages suffered by the named plaintiffs and the Class arise from and were caused by the same anticompetitive practices.

42. The named plaintiffs will fairly and adequately protect the interests of the Class and have no interest that conflicts with or is antagonistic to the interests of the Class members. The named plaintiffs have obtained attorneys competent and experienced in antitrust and class action litigation.

43. The defendants have acted and refused to act on grounds which are generally applicable to the Class as a whole which thereby makes appropriate final injunctive relief or corresponding declaratory relief with respect to the Class as a whole.

44. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for defendants.

45. Questions of law and fact common to the Class predominate over questions affecting only individual members. A class action is superior to other available methods for the fair and efficient adjudication of the controversy between the parties. Class members do not have a strong interest in individually controlling the prosecution of separate actions. There is no existing litigation concerning the controversy which has already been commenced by any member of the Class. It is desirable and efficient that all litigation of the claims of the Class be concentrated in a single forum. The Court and the parties have the ability to manage the litigation efficiently and expeditiously in a manner which would be superior to the maintenance and management of individual actions by Class members.

46. Plaintiffs intend to request that the Court require that the requisite notice be provided to the members of the Class in a manner consistent with that employed in antitrust class action cases.

V. RELEVANT GEOGRAPHIC MARKET

A. AGREEMENTS TO RESTRAIN COMPETITION IN THE PROVISION OF INTERFACE/CONTENT SERVICES TO BROADBAND CUSTOMERS

47. The geographic market relevant to plaintiffs’ claim that the agreements (a) among the @Home MSOs and (b) among the RoadRunner MSOs to retard competition in the market for the sale of Internet interface/content services to consumers purchasing their broadband Internet data transmission services are illegal restraints of trade is national.

B. TYING

48. The geographic markets relevant to plaintiffs’ tying claims are the local communities in the United States in which any Cable Company Defendant has sold broadband internet data transmission services to consumers.

VI. RELEVANT PRODUCT MARKETS

49. There are two relevant product markets: (a) the broadband Internet data transmission services market and (b) the Internet interface/content services market.

A. BROADBAND INTERNET DATA TRANSMISSION SERVICES

50. Increasing numbers of Americans use personal computers to access the Internet. Historically, the vast majority of consumers accessing the internet have done so by means Plain Old Telephone Service ("POTS"), that is by using modems capable of transmitting relatively limited packets of data along standard telephone lines at speeds ranging from 9.6 to 56 kbps (kilobits per second). POTS falls within a category commonly referred to as "narrowband" data transmission services.

51. The vast majority of consumers have historically purchased and continue to purchase narrowband data transmission services from their local telephone company.

52. Consumers often experience delays and frustration in the course of accessing the Internet due to the limitations inherent in the use of narrowband Internet data transmission services. In addition, narrowband internet data transmission limits the ability of consumers to access certain types of internet content (such as complex graphics, sound, and moving video) or to download large files. These activities require the transmission of such large amounts of data to the consumer’s computer that, at narrowband speeds, the consumer either must endure inordinate delay or forego such uses entirely. It is for this reason that the World Wide Web is sometimes derisively referred to as the "World Wide Wait."

53. Broadband Internet data transmission service via cable modem is qualitatively superior to narrowband Internet data transmission service as the result of its vastly greater transmission speed. As Tom Jermoluk, Chairman and CEO of @Home, said in his June 9, 1998 speech to the National Press Club: "[T]he most exciting thing about broadband Internet data transmission via cable modem is seeing how broadband internet access changes the way customers use the Internet. The kind of speed we’re able to deliver fundamentally changes the consumer’s experience. We’re not talking about the incremental steps modem users have made in recent years: from 14.4 [kbps] to 28.8 [kbps] to 33.6 [kbps]. This is about speeds 100 to 300 times faster than those connections speed that delivers an exponentially more satisfying Internet experience."

54. By transmitting data over the cable commonly used to bring television signals to consumers’ homes, the Cable Company Defendants are able to provide substantially superior access to the Internet. indeed, @Home and at least some of the @Home MSOs have boasted in advertising and promotional materials that the advent of broadband Internet data transmission service has ushered in a "revolution." It has been said that broadband will replace the "World Wide Wait" with the "World Wide Whoosh."

55. Advertisements run by @Home and at least some of the @Home MSOs boast that broadband data transmission via cable offers speeds up to 100 times those attainable by a consumer using a 28.8 kbps modem to gain access to the Internet over a standard telephone wire. According to their advertising and promotional materials, a file that takes five or more minutes to download using narrowband data transmission services can be downloaded in a few seconds via a cable modem.

56. @Home and at least some of the @Home MSOs also advertise three other advantages of broadband Internet data transmission via cable over narrowband Internet data transmission via standard telephone line: (1) in contrast to dial-up services that often require lengthy initiation routines, the connection is available immediately; (ii) the connection remains live as long as the customer likes with no hourly usage fees added to the base cost; and (iii) it does not tie up a telephone line.

57. Broadband Internet data transmission service is marketed by the defendants and viewed by consumers as a substantially different product from narrowband Internet data transmission services. @Home’s website promises "an internet experience like no other." Or, as @Home’s Chairman and CEO said in his June 9, 1998, speech to the National Press Club:

Let’s take a broader look at the high-speed access landscape and how it is evolving. I should start with online services and ISPs—internet Service Providers-—because that’s of course the way the majority of home consumers access the Web. Most people think they wouldn’t give up their online services or Internet provider for blood or money. This is their pipeline, and for all of its faults, it has been their door into this new world of information But I have to say, I’ve seen it over and over again: people take one spin at a computer that’s hooked up to @Home and they’re ready to throw out their former service like yesterday’s lunch.

A director at the technology consulting firm the Yankee Group said once you’ve had high speed access, "you’ll sell your first-born before you go back to a normal modem"—and you’d expect these guys to be a little more blase.

58. For a significant and increasing number of consumers, narrowband Internet data transmission service ms not viewed as an acceptable substitute for broadband Internet data transmission services.

59. The defendants recognize that they operate in a market separate from narrowband internet services. As @Home announced in a recent press release: "Cable internet service providers (ISPs) Excite@Home (Nasdaq: ATHM) and RoadRunner serve more than 90 percent of all North American cable modem customers. As of June 30, 1999, Excite@Home counted an estimated 620,000 customers, while Road Runner served 340,000. As a result, Excite@Home served 59 percent of the total North American cable Internet market at the end of the second quarter, while Road Runner served 32 percent. The balance was served by independent cable operators and ISPs, such as Adelphia Communications, SoftNet Systems, Inc. and High Speed Access Corp." Subsequent press releases have claimed more than 840,000 subscribers for @Home and more than 420,000 for RoadRunner.

60. In each location in which any Cable Company Defendant sells or has sold broadband Internet, data transmission services, that Cable Company Defendant is and has at all relevant times been the sole or dominant provider of such services due to its ownership and control of the network of cable wire running to the homes of consumers. Such networks, which cannot be readily or practicably duplicated, provide each Cable Company Defendant with a unique and significant advantage over potential competitors. Thus, each Cable Company Defendant enjoys market power in the broadband Internet data transmission services market in each location in which it sells such services.

B. INTERNET INTEREACE/CONTENT SERVICES

61. The use of a data transmission service of whatever speed is a necessary prerequisite to Internet access, but is not sufficient. An Internet user also requires Internet interface/content services which provide a framework or interface enabling an individual to interact with the Internet.

62. Consumers accessing the Internet via a traditional narrowband data transmission service have literally thousands of competing Internet interface/content service providers from which to choose. Such providers offer a broad spectrum of service and content levels at an equally broad array of prices. Thus, for example, a consumer can choose an inexpensive provider that offers little or no content and bare bones service at a low price or a provider that offers a high level of customer service and a substantial amount of proprietary content at a higher price.

63. Although the telephone companies from which consumers accessing the Internet via telephone lines purchase narrowband Internet data transmission services often offer Internet interface/content services as well, their customers are free to (and in fact more often than not do) select an independent provider of Internet interface/content services.

64. Thus, Internet data transmission services and internet interface/content services have been and continue to be marketed, sold, and perceived by consumers as separate products or services.

65. Those who purchase broadband data transmission services from any of the Cable Company Defendants, however, have no choice among Internet interface/content providers. Each Cable Company Defendant is affiliated with either @Home or RoadRunner. Each Cable Company Defendant requires each consumer who wishes to purchase broadband Internet data transmission services also to purchase the Internet interface/content services provided by @Home or RoadRunner (depending upon that Cable Company Defendant’s affiliation.) This requirement is explicit, not subject to negotiation, and applicable to each consumer to whom any Cable Company Defendant sells or has sold broadband Internet data transmission services.

66. At all relevant times, @Home has been a party to contracts with each of the @Home MSOs that oblige the @Home MSOs to require each consumer who purchases broadband Internet data transmission services from that MSO also to purchase the Internet interface/content services provided by @Home.

67. RoadRunner has been, at all relevant times, a party to contracts with each of the RoadRunner MSOs that oblige the RoadRunner MSOs to require each consumer who purchases broadband Internet data transmission services from that MSO also to purchase the Internet interface/content services provided by RoadRunner.

68. There are other providers of Internet interface/content services who would be able and willing to compete with @Home and RoadRunner for the right to provide Internet interface/content services to persons accessing the Internet via the broadband Internet data transmission services sold by the Cable Company Defendants if the barriers to competition created by the Cable Company Defendants’ stranglehold over the broadband Internet data transmission services market and concomitant artificial restraint preventing consumers from exercising their right to deal with Internet interface/content service providers of their choice were removed.

69. The right to provide Internet interface/content services to persons accessing the internet via cable modem is highly desirable to potential competitors of @Home and RoadRunner. In addition to the fees paid for such services by consumers, providers of such services stand to reap substantial ancillary revenues, such as those from advertisers and electronic commerce. In addition, potential competitors recognize that broadband is the future of the Internet; it is widely believed in the industry that interface/content providers without a significant broadband customer base have little prospect of long-term growth and/or survival.

70. It is, in fact, the desire to establish a substantial presence in the market for the provision of Internet interface/content services to consumers accessing the internet via cable modem and thereby to obtain, in addition to the fees paid by consumers for such services, the aforementioned ancillary revenues, that motivates the defendants’ conduct. Were it not for their desire to artificially enhance the value of their ownership interests in @Home and/or RoadRunner, the Cable Company Defendants could obtain substantial revenue from the sale of the broadband Internet data transmission services by selling those services without requiring their customers also to deal with either @Home or RoadRunner.

VII. THE DEFENDANTS’ ILLEGAL CONDUCT

71. In each location in which a Cable Company Defendant sells or has sold broadband Internet data transmission services to consumers, that Cable Company Defendant enjoys, and at all relevant times has enjoyed, market power in the market for the sale of such services to consumers.

72. Each Cable Company Defendant is affiliated with either @Home or RoadRunner and, pursuant to long-term exclusive contracts that are the product of contracts, combinations, and/or conspiracies in restraint of competition (a) among the @Home MSOs and (b) among the RoadRunner MSOs, requires consumers to purchase Internet interface/content services from its affiliated company as an express, non-negotiable condition of purchasing broadband Internet data transmission services.

73. By thus leveraging their market power over broadband Internet data transmission services, the defendants have been and are able to charge a supracompetitive puce for the internet interface/content services that they require consumers to buy as a condition of obtaining broadband Internet data transmission services.

74. More than 20% of consumers who have been forced to purchase Internet interface/content services from @Home or RoadRunner prefer and have also purchased the Internet interface/content services provided by other companies. Absent the defendants’ illegal conduct, such consumers could and would have purchased Internet interface/content services from their preferred providers without being required also to purchase the redundant Internet interface/content services sold by @Home or RoadRunner.

75. The defendants’ conduct has affected a not insubstantial amount of interstate commerce in the provision of interface/content services.

FIRST CLAIM FOR RELIEF
(Violation of Sherman Act, Section 1 -- Tying)

76. Plaintiffs incorporate by reference and reallege each and every allegation contained in paragraphs 1-75 as if fully set forth herein.

77. As described above, the defendants have exploited their market power over the sale of broadband Internet data transmission services by coercing consumers who wish to purchase such services also to buy Internet interface/content services from an affiliated company.

78. The defendants’ practices constitute contracts, combinations, and/or conspiracies in restraint of trade in or affecting a substantial volume of interstate commerce in violation of section 1 of the Sherman Act, 15 U.S.C.§1.

79. The defendants’ practices have substantially harmed competition and plaintiffs have suffered and continue to suffer injury by as a direct and proximate result of defendants’ illegal acts. The precise amount of damages has not yet been ascertained.

SECOND CLAIM FOR RELIEF
(Violation of Sherman Act, Section 1 -- Contract, Combination, or Conspiracy In Restraint of Trade)

80. Plaintiffs incorporate by reference and reallege each and every allegation contained in paragraphs 1-79 as if fully set forth herein.

81. As described above, the @Home MSOs have agreed that each of them will 6nter into exclusive agreements with @Home in order to artificially enhance the value of their interests in @Home.

82. As described above, the RoadRunner MSOs have agreed that each of them will enter into exclusive agreements with RoadRunner in order to artificially enhance the value of their interests in RoadRunner.

83. The defendants’ practices constitute contracts, combinations, amid/or conspiracies in restraint of trade in or affecting a substantial volume of interstate commerce in violation of section 1 of the Sherman Act, 15 U.S.C. §1.

84. The defendants’ practices have substantially harmed competition and plaintiffs have suffered and continue to suffer injury by as a direct and proximate result of defendants’ illegal acts. The precise amount of damages has not yet been ascertained.

THIRD CLAIM FOR RELIEF
(Violation of Cartwright Act, Cal. Bus. & Prof. Code § 16720)

85. Plaintiffs incorporate by reference and reallege each and every allegation contained in paragraphs 1-84 as if fully set forth herein.

86. By the conduct described above, defendants have violated Cal. Bus. & Prof. Code § 16720.

FOURTH CLAIM FOR RELIEF
(Violation of California Unfair Competition Law, Cal. Bus. & Prof. Code § 1 7200)

87. Plaintiffs incorporate by reference and reallege each and every allegation contained in paragraphs 1-86 as if fully set forth herein.

88. By the unfair and unlawful conduct described above, defendants have violated Cal. Bus. & Prof. Code § 17200

PRAYER FOR RELIEF

1. For compensatory damages in an amount to be proven at trial, together will prejudgment interest thereon.

2. For an order trebling the amount of compensatory damages awarded pursuant to section 4 of the Clayton Act, 15 U.S.C. § 15(a) and the Cartwright Act.

3. For an order granting such pennanent injunctive relief as may be necessary or appropriate to end the above-described illegal practices, eliminate their pernicious effect upon consumers, and restore effective competition in the affected markets.

4. For plaintiffs’ costs of suit, including a reasonable attorneys’ fee.

5. For such other and further relief as the Court deems just and equitable.

DATED: November 10, 1999
Marc M. Seltzer (Cal. Bar. No. 54534)
SUSMAN GODFREY L.L.P.
1880 Century Park East, Suite 950
Los Angeles, California 90067-1606
Telephone: (310) 789-3100 Fax: (310)289-3150
Parker C. Folse, III (Wash. Bar No. 24895)
JonThhan M. Shaw (Wash. Bar No. 29143)
SUSMAN GODFREY L.L.P.
1201 Third Avenue, Suite 3090
Seattle, Washington 98101
Telephone: (206) 516-3880
Fax: (206) 516-3883
Marc M. Seltzer
ATTORNEYS FOR PLAINTIFFS

DEMAND FOR JURY TRIAL

Plaintiffs demand trial by jury pursuant to Fed. R. Civ. P. 38(b).