American Fiber Systems and USCarrier Telecom Announce Consolidation; AFS Acquires Equity Position and Management of USCarrier.

ROCHESTER, N.Y. & ATLANTA -- American Fiber Systems (AFS), a leading provider of data networks to carriers and large enterprises, announces the acquisition of equity interest in USCarrier Telecom Holdings, LLC ("USCarrier"), a provider of telecommunication services in Southeastern US, making AFS the single largest shareholder in the company with the ability to gain majority ownership within a few years.

In addition, AFS will manage the day-to-day operations of USC with strategic, operational and financial oversight. AFS will initially have two seats on the USC Board of Directors with the opportunity to make further appointments in the future. AFS senior managers Dave Rusin, President & CEO and Dave Danchak, Vice President of Business Development will hold the initial seats on the USCarrier Board of Directors.

Dave Danchak will assume the role as President and Gita Ramachandran of AFS will hold the title of CFO. USCarrier will maintain its corporate identity, management team, and personnel and will continue to operate from its Atlanta, Georgia headquarters.

"The AFS/USCarrier transaction will greatly benefit our customers. We have compatible corporate cultures, similar customers, and highly reliable engineering and customer service. AFS provides metro solutions to both Enterprise and carrier customers in the Atlanta market and USC provides regional long-haul solutions to carrier customers across the Southeast. This is a strategic combination that will further benefit the growing needs of our customers and we will be a powerful competitor and leader in the telecommunications industry," said Dave Rusin, President & CEO of AFS.

"This transaction positions the combined companies as leading providers of metro and long-haul telecommunication services," said Teddy Solomon, Chairman of the Board of USCarrier. "Working together enables us to provide a comprehensive solution to meet the growing demands of our customers and allows us to pursue significant new revenue opportunities."

The USC/AFS transaction allows the combined entities to strengthen their objectives through the combination of over 3,000 fiber route miles, lit services, outside plant resources and develop a strong market presence throughout Georgia, Alabama, Florida and Tennessee.

About American Fiber Systems

American Fiber Systems, a provider of metropolitan fiber optic network infrastructure and wholesale transport services, is dedicated to enabling wireline, wireless carriers and large enterprises achieve a competitive advantage from optical broadband communications technology. AFS has deployed of high-capacity, high-bandwidth metropolitan fiber optic cable in several cities, including Atlanta, GA; Cleveland, OH; Kansas City KS/MO; Minneapolis/St. Paul, MN, Nashville, TN and Salt Lake City, UT. They connect to a city's most important points of communications presence, including ILEC central offices and wire centers; CLEC POPs; Internet Service Providers (ISP) and data center locations; Inter-exchange "carrier hotels;" wireless providers and cable company head ends; and Fortune 1000 companies. AFS has over 500 capacity enabled on-net buildings. Please visit our website: www.americanfibersystems.com.

About USCarrier Telecom, LLC

USCarrier Telecom, LLC is a one-source provider of high-capacity, high-speed telecommunications bandwidth. Wholesale services include long-haul transport, metro Atlanta access, long-distance and Internet access connecting more than 40 cities in Georgia, Alabama, Florida and the Southeast. Headquartered in Atlanta, USCarrier has an operations center in Macon, GA with technicians deployed throughout the state. USCarrier has more than 3,000 route-miles of state-of-the-art fiber optic network in four states, monitored twenty-four hours, seven days a week. For more information on USCarrier and its products and services, visit the company web site at www.uscarrier.com.