Wireless Facilities (WFII)

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) requires our Directors and the executive officers, and persons who own more than ten percent of a registered class of our equity securities (the “Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Additionally, the Reporting Persons are required by SEC regulation to furnish WFI with copies of all such Section 16(a) forms they file.

To the best of our knowledge and based solely upon our review of the copies of such reports furnished to us for the year ended December 31, 2005, and the information provided to us by the Reporting Persons we believe that the Reporting Persons complied with Section 16(a), except for the following: Messrs. Anderson, Hoglund, Jarvis and Leitch one late Form 4 reportable transaction, all of which were subsequently reported during 2005 on Forms 4; Mr. Carano, two late Forms 4 reportable transactions both of which were subsequently reported during 2005 on Forms 4; Messrs. DeMarco and Edwards, one late Form 4 reportable transaction; and for each of Ms. Lund, Ms. Clay and Ms. Siegal, one late Form 4 reportable transaction all of which were subsequently reported on Forms 5 for each of the named executive officers.

25

Compliance with Section 16(a) of the Exchange Act

        Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires our Directors and the executive officers, and persons who own more than ten percent of a registered class of our equity securities (the "Reporting Persons"), to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Additionally, the Reporting Persons are required by SEC regulation to furnish WFI with copies of all such Section 16(a) forms they file.

        To the best of our knowledge and based solely upon our review of the copies of such reports furnished to us for the year ended December 31, 2004, and the information provided to us by the Reporting Persons we believe that the Reporting Persons complied with Section 16(a), except for the following: Dr. Tayebi,

23

one Form 4 reportable transaction subsequently reported on Form 5; Massih Tayebi, one late Form 4 reportable transaction and one Form 4 reportable transaction subsequently reported on Form 5; Mr. Hoglund, four late Forms 4 reportable transactions for years 2001 through 2004, all of which were subsequently reported on late Forms 5 in 2005; Mr. DeMarco, one late Form 4 reportable transaction; Mr. Edwards, one late Form 3 and two late Forms 4 reportable transactions; Ms. Lund, one late Form 3 and two late Forms 4 reportable transactions; Ms. Siegal, one late Form 3; and Ms. Clay, a late Form 3.