Amp'd Mobile Affidavit

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As a result, the Debtor requires, pursuant to sections 105(a), 361, 362, and 363 of the Bankruptcy Code, the use of the Lender's cash collateral (the "Cash Collateral") to pay its necessary operating expenses, and to preserve and increase the value of its assets for the benefit of all creditors and parties-in-interest, including the Lender.

24. If this Court approves the Debtor's use of Cash Collateral, the Debtor will be in a position to fund its operating expenses as a going concern for the immediate future until a determination can be made with respect to the Verizon contract dispute. The Debtor needs to use the Cash Collateral in order to, inter alia, fund payroll in order to satisfy employee obligations, pay vendors and suppliers and meet other on-going business obligations. Without the authority to use Cash Collateral, the Debtor will not be able to satisfy its payroll obligations or fund its business operations in a manner that will allow the Debtor to continue to operate as a going concern, all to the detriment of all creditors of the Debtor.

25. A denial of the use of the Cash Collateral to fund the Debtor's continuing day-to-day operations would severely damage not only the Debtor and its current employees and customers, but also the Lender and other creditors of the Debtor. Further, the denial of the use of Cash Collateral will cause immediate and irreparable harm to the reputation, goodwill, and public confidence in the Debtor, a consequence that can only translate into a drastic loss of value as a going concern.

26. Moreover, the Lender will benefit from approval of the request to use Cash Collateral because the Debtor intends to resolve its existing dispute with Verizon and then move forward to preserve the Lender's collateral through a reorganization or sale of the Debtor's business.

27. Perhaps most importantly, and in an effort to provide the Lender with a level of protection commensurate with the risk being taken by permitting the continued use of cash collateral in the midst of an uncertain legal outcome with Verizon, the Debtor believes that the adequate protection being provided to the Lender, in the form of replacement liens, avoidance actions, a lien on the Debtor's intellectual property, and a superpriority claim pursuant to section 364 (c)(1) is necessary and represents the sound business judgment of the Debtor.

Debtor's Motion for Order Pursuant to 11 U.S.C. §§ 345 and 363 and Local Rule 2015-2 (i) Authorizing Continued Use of Existing (a) Cash Management System and Bank Accounts and (b) Business Forms; and (ii) Waiving Investment and Deposit Requirements

28. As is typical with most corporate enterprises, the Debtor has established a system for the collection of receipts and the disbursement of funds. A list of all of the Debtor's bank accounts (the "Bank Accounts"), which together comprise the cash management system (the "Cash Management System"), is set forth on Exhibit "A" attached to the motion. Receipts the Debtor receives from its credit card servicer are deposited into the Debtor's "Merchant" account. Receipts the Debtor receives from its general retailers, including but not limited to Best Buy and Circuit City, are deposited into the Debtor's "Amp'd Mobile Retail" account. Funds deposited into "Merchant" account and the "Amp'd Mobile Retail" account are swept into the Debtor's "General" account. Cash and check receipts received directly from customers are also deposited into the General account. Payments by the Debtor are made from the General account. The Debtor's regulatory payments are made from its "Amp'd Regulatory Filing" account which is funded through the General account when regulatory payments need to be made. The Debtor maintains an additional "Investment" account in which deposits from its investors are deposited.

29. In addition, the Debtor requests permission to use its existing business forms and stationery without alteration.