1105472--3/14/2006--SONUS_NETWORKS

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{product, market, service}

{customer, product, revenue}

{control, financial, internal}

{personnel, key, retain}

{acquisition, growth, future}

{stock, price, operating}

{financial, litigation, operation}

{system, service, information}

{property, intellectual, protect}

{operation, international, foreign}

{provision, law, control}

{regulation, government, change}

{stock, price, share}

{product, candidate, development}

We have identified material weaknesses in our internal control over financial reporting, which, if not remedied effectively, could have an adverse effect on the trading price of our common stock and otherwise seriously harm our business. Failure or circumvention of our controls and procedures could seriously harm our business. We face risks related to securities litigation that could have a material adverse effect on our business, financial position and results of operations. The limitations of our director and officer liability insurance may materially harm our business and financial condition. If we are not current in our SEC filings, we will face several adverse consequences. We expect that a majority of our revenues will be generated from a limited number of customers and we will not be successful if we do not grow our customer base. Our business has been adversely affected by developments in the telecommunications industry and these developments may continue to affect our revenues and operating results. Consolidation in the telecommunications industry could harm our business. The market for voice infrastructure products for the new public network is new and evolving and our business will suffer if it does not develop as we expect. If we do not anticipate and meet specific customer requirements or if our products do not interoperate with our customers existing networks, we may not retain current customers or attract new customers. Our large customers have substantial negotiating leverage, which may require that we agree to terms and conditions that may have an adverse effect on our business. We rely on distribution partners to sell our products in certain markets, and disruptions to or our failure to effectively develop and manage our distribution channel and the processes and procedures that support it could adversely affect our ability to generate revenues from the sale of our products in those markets. We may face risks associated with our international expansion that could impair our ability to grow our revenues abroad. We may not sustain profitability. The unpredictability of our quarterly results may adversely affect the trading price of our common stock. We are entirely dependent upon our voice infrastructure products and our future revenues depend upon their commercial success. If we do not respond rapidly to technological changes or to changes in industry standards, our products could become obsolete. If we fail to compete successfully, our ability to increase our revenues or return to profitability will be impaired. Because our products are sophisticated and designed to be deployed in complex environments, they may have errors or defects that we find only after full deployment, which could seriously harm our business. Because our products are deployed in large, complex networks around the world, failure to establish a support infrastructure and maintain required support levels could seriously harm our business. We have experienced changes in our senior management which could affect our business and operations. If we fail to hire and retain needed personnel, the implementation of our business plan could slow or our future growth could halt. If we are subject to employment claims, we could incur substantial costs in defending ourselves. We depend upon contract manufacturers and any disruption in these relationships may cause us to fail to meet the demands of our customers and damage our customer relationships. We and our contract manufacturers rely on single or limited sources for supply of some components of our products and if we fail to adequately predict our manufacturing requirements or if our supply of any of these components is disrupted, we will be unable to ship our products. If we are not able to obtain necessary licenses of third-party technology at acceptable prices, or at all, our products could become obsolete. Failures by our strategic partners or by us in integrating products provided by our strategic partners could seriously harm our business. Our ability to compete and our business could be jeopardized if we are unable to protect our intellectual property or become subject to intellectual property rights claims, which could require us to incur significant costs. Any investments or acquisitions we make could disrupt our business and seriously harm our financial condition. Recent rulemaking by the Financial Accounting Standards Board requires us to expense equity compensation given to our employees and may reduce our ability to effectively utilize equity compensation to attract and retain employees. Regulation of the telecommunications industry could harm our operating results and future prospects. We may seek to raise additional capital in the future, which may not be available to us, and if it is available, may dilute the ownership of our common stock. Our stock price has been and may continue to be volatile. Sales of a substantial amount of our common stock in the future could cause our stock price to fall. Provisions of our charter documents and Delaware law may have anti-takeover effects that could prevent a change of control.

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1105472--3/14/2006--SONUS_NETWORKS_INC