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NorthEast Optic Network, Inc.
392 Totten Pond Road, Suite 401, Waltham, MA 02154 * (781) 890-6868

The Company is a facilities-based provider of technologically advanced, high-bandwidth, fiber optic transmission capacity for communications carriers on local loop, inter-city and interstate facilities.

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
SBC Warburg Dillon Read, Inc.Co-manager

Offering Information
NASNTL:NOPT Service: SIC 4813
Type of Shares:Common Shares Filing Date:5/22/98
U.S. Shares:4,500,000 Offer Date:7/30/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:4,500,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $58,500,000 Selling:$0.51
Expenses: - Reallowance:$0.10
Post-IPO Shares:16,100,000
Employees:11

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hale and Dorr
Bank's Law Firm: Cravath, Swaine & Moore
Registrar/Transfer Agent: BankBoston
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$0.39$0.15$0.00Assets:$26.18
Net Income:-$0.96-$0.29-$0.12Curr Assets:$2.01
EPS:-$8.43-$2.57-$1.04Liabilities:$16.63
Prior EPS:-$6.22Curr Liab:$5.96
Cash Flow/Oper:-$0.55$0.66-$1.03Equity:$9.55
Cash Flow/Fin:$4.87$1.43$3.43Cash:$1.23
Cash Flow/Inv:-$8.08-$1.95-$3.80Working Cap:-$3.95

Competition
The telecommunications industry is highly competitive. The Company faces substantial competition from ILECs, which currently dominate their local telecommunications markets, and CLECs, most of which have greater financial and other resources than the Company. In addition to ILECs and CLECs, potential competitors capable of offering services similar to those offered by the Company include IXCs, other facilities-based communications service providers, cable television companies, electric utilities, microwave carriers, satellite carriers, wireless telephone system operators and large end-users with private networks. There can be no assurance that such entities will not compete with the Company or that such competition would not have a material adverse effect on the Company's business, financial condition and results of operations.

Business Plan
The Company's objective is to become the preferred facilities-based provider of fiber optic network capacity in the Northeast. The following are the key elements of the Company's strategy to achieve this objective: (I) Leverage Electric Utility ROWs, (ii) Target Carrier Customers, (iii) Reduce Construction and Operating Costs, (iv) Build a Reliable, Technologically Advanced Network, (v) Focus on High Demand Northeast Market, (vi) Leverage Management Experience and (vii) Leverage Utility Relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for capital expenditures, repayment of indebtedness, working capital and general corporate purposes.

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