Aether Systems and Visa Form Leading Alliance to Advance M-commerce Industry.

Business Editors/High-Tech Writers

CardTech/SecurTech 2000

MIAMI--(BUSINESS WIRE)--May 3, 2000

Companies Will Work Together on Solutions that Support the

Purchase of Goods and Services via Wireless Devices

Aether Systems, Inc. (Nasdaq:AETH), a leading provider of wireless data services and systems, and Visa U.S.A., the leader in global payments, today announced that the companies have forged an alliance to further develop the mobile e-commerce (m-commerce) marketplace.

Aether and Visa will work together on solutions, such as wireless electronic bill payment and other financial and e-commerce applications that support purchases on wireless devices.

By collaborating on mobile payment solutions, Aether and Visa will accelerate the adoption of secure wireless data services in the financial marketplace. Initiatives are expected to include:

      --  Further enabling and promoting the electronic presentation and
        payment of bills via mobile devices and Visa payment products.

      --  The joint testing, certification and promotion of wireless
        point-of-sale products.

      --  The extension of new wireless-based payment options to Visa
        customers.

"We are excited to work with Visa, the largest global payment card association, to advance innovative payment solutions for the mobile consumer," said David Oros, chairman and chief executive officer of Aether Systems. "M-commerce solutions have the potential to push the retail and financial marketplaces into entirely new and exciting areas."

According to the agreement, the two companies will jointly market, develop, and pilot m-commerce innovations, as well as work together on standards and technology development. One potential standards initiative involves sharing information via a Wireless Application Protocol (WAP) Electronic Commerce Expert Group in an effort to develop further m-commerce standards and practices.

"We are always looking for new ways to creatively support our member banks and their customers. This alliance will help us provide them with new methods to market, distribute and support their services," said Steve Ryan, senior vice president, e-Visa, the Internet division of Visa U.S.A. "Our partnership with Aether will help accelerate the development of m-commerce applications in the financial services industry and deliver significant payment solutions to the market."

The market for m-commerce services such as electronic bill payment and wireless e-commerce is expected to explode in coming years -- similar to the way the Internet has transformed the world of commerce.

Mobile commerce has actually been enabled by the Internet. For instance, research from International Data Corp. (IDC) indicates there were nearly 6.6 million households banking online in the United States alone in 1998. By 2003, IDC expects that number to grow to more than 32 million households. The next logical evolution of these services is extending these electronic payment capabilities to wireless devices.

Growth in m-commerce is not limited to the U.S. market. The Gartner Group predicts that by 2004, at least 40 percent of business to consumer E-commerce transactions outside North America will be initiated from portable, cellular-enabled devices.

"We have all witnessed how the Internet has transformed the way people buy goods and services in recent years," said Oros. "The alliance between Visa, a recognized leader in the international financial industry, and Aether will help spark a new era where wireless and mobile devices can empower individuals not only to communicate, but also to buy goods and services."

"This is one of the first major alliances involving a mobile commerce solutions provider and a leading payment card brand name," said Mark Lowenstein, executive vice president, Wireless/Mobile Communications at The Yankee Group. "Alliances such as these will help drive the m-commerce market, which The Yankee Group expects to account for as much as 25 percent of e-commerce by 2005."

About Aether

Aether Systems, Inc. is a leading provider of wireless and mobile data services allowing real-time communications and transactions across a full range of devices and networks. Using its engineering expertise, its Aether Intelligent Messaging (AIM) software platform, its ScoutWare family of products (upon completion of its acquisition of Riverbed Technologies, Inc.) and its customer service and network operations center, Aether Systems seeks to provide comprehensive, technology-independent wireless and mobile computing solutions. Aether offers a broad range of wireless data services, including real-time stock quotes and financial data, stock trading, Internet access and e-mail. Headquartered in Owings Mills, Md., Aether also has offices in New York, Illinois, Florida, and the San Francisco Bay Area. Aether is a joint principal owner, along with 3Com Corp., of OmniSky, Inc., a wireless Internet service provider based in Palo Alto, Calif. Aether headquarters are located at 11460 Cronridge Dr., Owings Mills, MD 21117. Aether's Internet address is www.aethersystems.com.

About Visa

As the "World's Best Way to Pay," Visa is the world's leading payment brand and the largest payment system worldwide with more volume than all other major payment cards combined. Visa plays a pivotal role in advancing new payment products and technologies to benefit its 21,000 member financial institutions and their cardholders. Visa has more than 80 smart card programs in 35 countries and on the Internet, with 23 million Visa chip cards, including 8 million Visa Cash cards. Visa is pioneering SET Secure Electronic Transaction(TM) programs to enable and advance Internet commerce. There are over 970 million Visa, Visa Electron, Interlink, PLUS and Visa Cash cards, which generate more than US$1.5 trillion in annual volume. Visa-branded cards are accepted at over 18 million worldwide locations, including at more than 550,000 ATMs in the Visa Global ATM Network. Visa's Internet address is www.visa.com.

This press release includes forward-looking statements based on our current expectations and projections about future events. These forward-looking statements are subject to a number of risks, uncertainties and assumptions about Aether that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the extent to which Aether and Visa pursue the initiatives described above, the continued development and customer acceptance of the technology to be developed and the ability to offer it on a cost effective basis. These risks and other risk factors are described under the caption, "Risk Factors" in Aether's most recently filed prospectus with the Securities and Exchange Commission. Aether undertakes no obligation to update the forward-looking statements contained in this press release.