Pre-Marketing EBITDA definition

Pre-Marketing EBITDA means Operating Income plus Depreciation and Amortization expenses plus Sales and Marketing expenses, excluding the effect of any and all non-recurring items (including, without limitation, any expenses, directly or indirectly incurred in connection with the acquisition of the Companies by Buyer pursuant to the Agreement) and calculated in accordance with the accounting policies and procedures used in the preparation of the applicable budgets for Cybertel Cellular and Cybertel RSA and their respective Subsidiaries on a consolidated basis for the twelve-month periods ending December 31, 1999 and December 31, 2000.