[April 2, 2001]

"We believe that we compare unfavorably with many of our competitors with regard to, among other things, brand recognition, existing relationships with end users, available pricing discounts, CO access, capital availability and exclusive contracts. We may not be able to compete effectively in our target markets. The ILECs are larger, better capitalized, have stronger brand recognition, offer a wider range of products and services, own the copper lines and have many more existing relationships with potential end users than we do. Our failure to compete effectively would have a material and adverse effect on our Business.

We cannot predict our future success because our business model is unproven."

— Rhythms' SEC 10-K filing , quoted in DSL Prime