Marchbank emphasized that the agreement will allow Virgin Mobile USA to:

--  leverage IBM's investments in mobile technology to deliver better
    applications to customers, bring new services to market more quickly, and
    dynamically respond to market trends;
--  fund strategic initiatives to broaden the Company's offerings and
    accelerate its growth;
--  help support the integration of the assets of its new acquisition; and
--  reduce operational and R&D costs.
    

"The telecommunications industry must stay current with innovative packages and solutions that promote anywhere and anytime communication services such as instant messaging, photo sharing and GPS capabilities," said Don Lopes, IBM vice president, Telecommunications Industry. "IBM is excited to apply its telecommunications industry insight, business transformation expertise, and IT outsourcing best practices to enable Virgin Mobile USA to deliver next-generation mobile solutions and service to its customers."

As outlined in the agreement, more than 40 Virgin Mobile USA IT employees will transfer to IBM. In addition, select employees from the Company's Walnut Creek, California facility will be offered the opportunity to relocate to the Warren, New Jersey headquarters; others will be focused on the Helio integration plan.

About Virgin Mobile USA

Virgin Mobile USA (NYSE: VM), through its operating company, Virgin Mobile USA, L.P., offers more than five million customers control, flexibility and choice in wireless service, rich data content and innovative products without annual contracts. Voice pricing plans range from monthly options with unlimited nights and weekends to by-the-minute offers, allowing consumers to adjust how and what they pay according to their needs. Virgin Mobile USA's smart, stylish and affordable handsets, including the Wild Card, Slash and Flare, are available at top retailers in more than 40,000 locations nationwide and online at http://www.virginmobileusa.com with Top-Up cards available at more than 140,000 locations.

J.D. Power and Associates ranked Virgin Mobile USA highest in customer satisfaction among wireless prepaid services in both 2006 and 2007, and its customers report a 90% satisfaction rate. Virgin Mobile USA allows customers to add free minutes by engaging with like-minded brands on their website through Sugar Mama; and provides postage-paid return envelopes in every new phone package for customers to recycle old phones.