





                                 Exhibit (a)(1)



<PAGE>


                     OFFER TO PURCHASE FOR CASH ANY AND ALL
         CONVERTIBLE SUBORDINATED 7.5% NOTES DUE 2007, $1,000 PAR VALUE
                                       OF
                        ALLIED RISER COMMUNICATIONS CORP.
           (a wholly owned subsidiary of Cogent Communications, Inc.)
                                       AT
                                 $80.00 per Note

                           SCM ACQUISITION FUND, LLC,
                                (the "Purchaser")

             THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT
             12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON AUGUST 15, 2003, UNLESS
             THE OFFER IS EXTENDED.

The Purchaser hereby seeks to acquire CONVERTIBLE SUBORDINATED NOTES, PAR VALUE
$1,000 (the "Notes") issued by ALLIED RISER COMMUNICATIONS CORP., a Delaware
corporation (the "Company") and a wholly owned subsidiary of Cogent
Communications, Inc. ("Cogent"). The Purchaser is not affiliated with the
Company. The Purchaser hereby offers to purchase any and all Notes at a purchase
price equal to $80.00 per Note, (8% of face value), in cash, upon the terms and
subject to the conditions set forth in this Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Transmittal, as each may be supplemented
or amended from time to time (which together constitute the "Offer"). The Offer
will expire on August 15, 2003, or such other date to which this Offer may be
extended (the "Expiration Date")

             Tender of Notes will include the tender of any and all securities
into which the Notes may be converted, and any securities distributed with
respect to the Notes, by way of dividend or otherwise, from and after the Offer
Date.

As of March 31, 2003, there were $10,200,000 face value of the Notes
outstanding, according to the annual and quarterly reports on Forms 10-K and
10-Q for the quarter ended March 31, 2003 filed by Cogent. The Purchaser and
certain of its affiliates currently beneficially own an aggregate $300,000 face
value of the Notes, or approximately 2.9% of the outstanding Notes. If all of
the Notes sought in this Offer are purchased, the Purchaser and its affiliates
would beneficially own in the aggregate approximately 100% of the outstanding
Notes. Each Note is convertible into 2.09 shares of common stock of Cogent
Communications, Inc. If the Purchaser were to successfully acquire 100% of the
outstanding Notes, it would be able to convert them into 21,318 shares of common
stock of Cogent, or 0.006 percent of the total of 3,524,848 shares outstanding
at April 30, 2003 according to Cogent's Form 10-Q for the quarter ended March
31, 2003. Consummation of the Offer, if all Notes sought are tendered, would
require payment by the Purchaser of up to $792,000 in aggregate purchase price,
which the Purchaser will fund out of its existing working capital.

Holders of Notes ("Noteholders") are urged to consider the following factors:

o               The Notes are thinly traded, and reported prices have ranged
                from $30.00 to $50.00 per Note (3% - 5% of face value) in recent
                months. The Purchaser was recently quoted a price of $50.00 by
                the Company. Our offer represents a 60% premium to the most
                recently available trading information.

o               No independent party will hold securities tendered until the
                offer closes and payment is made. Because there is no
                independent intermediary to hold the Purchaser's funds and
                tendered securities, the Purchaser may have access to the
                securities before all conditions to the Offer have been
                satisfied and selling Noteholders have been paid.


                                       1
<PAGE>


THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF NOTES BEING
TENDERED.  A NOTEHOLDER MAY TENDER ANY OR ALL NOTES OWNED BY SUCH NOTEHOLDER.

The Purchaser expressly reserves the right, in their sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Notes, (ii) upon the occurrence of any of the conditions specified in
Section 13 of this Offer to Purchase, to terminate the Offer and not accept for
payment any Notes not theretofore accepted for payment or paid for, or to delay
the acceptance for payment of, or payment for, any Notes not theretofore
accepted for payment or paid for, and (iii) to amend the Offer in any respect.
Notice of any such extension, termination or amendment will promptly be
disseminated to Noteholders in a manner reasonably designed to inform
Noteholders of such change in compliance with Rule 14d-4(c) under the Securities
Exchange Act of 1934 (the "Exchange Act"). In the case of an extension of the
Offer, such extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., Eastern Standard Time, on the next
business day after the scheduled Expiration Date, in accordance with
Rule 14e-1(d) under the Exchange Act.

July 9, 2003


                                       2
<PAGE>


IMPORTANT

Any Noteholder desiring to tender any or all of his Notes should submit his
Notes to Depository Trust Company, or, if his Notes are held in certificate
form, request a Letter of Transmittal from the Purchaser, and mail, deliver or
telecopy the Letter of Transmittal and any other required documents to the
Purchaser at the address or facsimile number set forth below.

                            SCM Acquisition Fund, LLC
                           150 Post Street, Suite 405,
                         San Francisco, California 94108
                                 (415) 788-1441
                            Facsimile: (415) 788-1515


Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchaser at (415)
788-1441.
---------------------------

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION
ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER THAN AS CONTAINED
HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR
REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED.
---------------------------

The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file reports and other
information with the Commission relating to its business, financial condition
and other matters. Such reports and other information are available on the
Commission's electronic data gathering and retrieval (EDGAR) system, at its
internet web site at www.sec.gov, may be inspected at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and are available for inspection and
copying at the regional offices of the Commission located in Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Room of the Commission
in Washington, D.C. at prescribed rates.

The Purchaser has filed with the Commission a Tender Offer Statement on Schedule
TO (including exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer. Such statement and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
Commission in the manner specified above.


                                       3
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                                TABLE OF CONTENTS

                                                                            Page

SUMMARY TERM SHEET.............................................................5

INTRODUCTION...................................................................7

TENDER OFFER...................................................................9

Section 1.        Terms of the Offer...........................................9
Section 2.        Proration; Acceptance for Payment and Payment for Notes.....10
Section 3.        Procedures for Tendering Notes..............................11
Section 4.        Withdrawal Rights...........................................12
Section 5.        Extension of Tender Period; Termination; Amendment..........13
Section 6.        Federal Income Tax Consequences.............................14
Section 7.        Effects of the Offer........................................16
Section 8.        Future Plans................................................17
Section 9.        The Business of the Company.................................17
Section 10.       Conflicts of Interest.......................................18
Section 11.       Certain Information Concerning the Purchaser................18
Section 12.       Source of Funds.............................................19
Section 13.       Conditions of the Offer.....................................19
Section 14.       Certain Legal Matters.......................................21
Section 15.       Fees and Expenses...........................................22
Section 16.       Miscellaneous...............................................22

Schedule I - The Purchaser and Its Principals


                                       4
<PAGE>


                               SUMMARY TERM SHEET

 The Purchaser is offering to purchase any and all Notes for $80.00 per Note
in cash (8% of face value). The following are some of the questions that you, as
a Noteholder of the Company may have and answers to those questions. The
information in this summary is not complete and we urge you to carefully read
the remainder of this Offer to Purchase and the accompanying Letter of
Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

The offer to purchase any and all Notes is being made by SCM Acquisition Fund,
LLC. SCM Acquisition Fund, LLC is a wholly owned subsidiary of Sutter Capital
Management, LLC. The Purchaser is an affiliate of Robert Dixon, but is unrelated
to the Company or its management.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase any and all of the CONVERTIBLE NOTES, PAR VALUE
$1,000, which are the Notes issued to public investors in the Company. The
Purchaser and certain of its affiliates currently beneficially own an aggregate
of $300,000 face value of the Notes, or approximately 2.9% of the outstanding
Notes. If all of the Notes sought in this Offer are purchased, the Purchaser and
its affiliates would beneficially own in the aggregate 100% of the outstanding
Notes.

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to pay $80.00 per Note, net to you in cash. If you tender your
Notes to us in the Offer, you will not have to pay brokerage fees or similar
expenses in connection with the sale (other than any fees you must pay in
connection with your custodial or other beneficiary accounts).

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

If the total amount of Notes sought is purchased, the Purchaser' capital
commitment will be approximately $792,000. The Purchaser and its owner have
adequate working capital resources at their disposal to fund in full all
payments due to selling Noteholders.

IS THE FINANCIAL CONDITION OF THE BIDDERS RELEVANT TO MY DECISION ON WHETHER TO
TENDER IN THE OFFER?

Because this is a cash offer that is not conditioned on financing being
available, and the Purchaser has more than adequate financial resources, other
information concerning the Purchaser' financial condition would seem to have
little relevance to your decision.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

You will have at least until 12:00 midnight, pacific standard time, on August
15, 2003, to decide whether to tender your Notes in the Offer.

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

The Offer can be extended in our discretion.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will make a public announcement of the extension, not
later than 9:00 a.m., eastern standard time, on the day after the day on which
the Offer was scheduled to expire.



                                       5
<PAGE>

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

There are no conditions to the offer based on minimum Notes tendered, the
availability of financing or otherwise determined by the success of the offer.
However, we may not be obligated to purchase any Notes in the event certain
conditions occur, such as legal or government actions which would prohibit the
purchase, or in the event of certain actions on the part of the Company, which
are more fully described in Section 5. Furthermore, we are not obligated to
purchase any Notes which are validly tendered if, among other things, there is a
material adverse change in the Company or its business.

HOW DO I TENDER MY NOTES?

To tender your Notes, you must submit your Notes to Depository Trust Company, or
if your Notes are held in certificate form, deliver a completed Letter of
Transmittal, to the Purchaser at: Sutter Capital Management, LLC, 150 Post
Street, Suite 405, San Francisco, California 94108; (415) 788-1441; Facsimile:
(415) 788-1515.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED NOTES?

You can withdraw previously tendered Notes at any time until the Offer has
expired and, if we have not agreed to accept your Notes for payment by August
29, 2003, you can withdraw them at any time after such time until we do accept
your Notes for payment.

HOW DO I WITHDRAW PREVIOUSLY TENDERED NOTES?

To withdraw Notes, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the Purchaser while you still
have the right to withdraw the Notes.

WHAT DOES THE COMPANY THINK OF THE OFFER?

The Purchaser has not sought the approval or disapproval of the Company. The
Company may be expected to respond with its position on the offer in the next
two weeks.

WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY?

Given the scope of the Offer and the size of the Company and number of Notes
outstanding, the Offer is unlikely to have a material effect on the Company, its
operations or its prospects. As the Notes do not represent current equity
securities, the consummation of the Offer will have no effect on the Company's
status as a public company.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY NOTES?

The Offer will have no effect on holders who decided not to tender their Notes.

WHAT ARE THE PURCHASER'S FUTURE INTENTIONS CONCERNING THE COMPANY?

The Purchaser is acquiring the Notes for investment purposes, and has no other
intentions with regard to the Company.

WHOM CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You can call SCM Acquisition Fund, LLC, at 415-788-1441.

TO THE NOTEHOLDERS OF ALLIED RISER COMMUNICATIONS CORP.

                                  INTRODUCTION

         The Purchaser hereby offers to purchase any and all Notes at a purchase
price of $80.00 per Note ("Offer Price"), plus interest accrued through August
15, 2003, or such subsequent date to which the Offer may be extended, in cash,
upon the terms and subject to the conditions set forth in the Offer.

         For further information concerning the Purchaser, see Section 11 below
and Schedule I.


                                       6
<PAGE>


Noteholders are urged to consider the following factors:

o        The Notes are thinly traded, and reported prices have ranged from
         $30.00 to $50.00 per Note (3% - 5% of face value) in recent months. The
         Purchaser was recently quoted a price of $50.00 by the Company. Our
         Offer represents a 60% premium to the most recently available trading
         information.

o        No independent party will hold securities tendered until the offer
         closes and payment is made. Because there is no independent
         intermediary to hold the Purchaser' funds and tendered securities, the
         Purchaser may have access to the securities before all conditions to
         the Offer have been satisfied and selling Noteholders have been paid.

         The Offer will provide Noteholders with an opportunity to liquidate
their investment without the usual transaction costs associated with market
sales. Noteholders may have a more immediate need to use the cash now tied up in
an investment in the Notes and wish to sell them to the Purchaser.

Establishment of the Offer Price

         The Purchaser has set the Offer Price at $80.00 per Note, plus any
interest accrued through August 15, 2003, or such subsequent date to which the
Offer may be extended. In determining the Offer Price, the Purchaser analyzed a
number of quantitative and qualitative factors, including: (i) the limited
secondary market for resales of the Notes and the resulting lack of liquidity of
an investment in the Company; and (ii) the costs to the Purchaser associated
with acquiring the Notes.

         The Offer Price represents the price at which the Purchaser is willing
to purchase Notes. The Purchaser believes trading prices have ranged from $30.00
to $50.00 in recent months, and on July 2, 2003 was offered $50.00 per Note for
its Notes by the Company. No independent person has been retained to evaluate or
render any opinion with respect to the fairness of the Offer Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as to
such fairness. Other measures of the value of the Notes may be relevant to
Noteholders. Noteholders are urged to consider carefully all of the information
contained herein and consult with their own advisors, tax, financial or
otherwise, in evaluating the terms of the Offer before deciding whether to
tender Notes.

         The Company recently came to a settlement agreement, discussed more
fully in Form 10-K filed by Cogent on March 31, 2003, with holders of
approximately $107 million face value of the Notes. The Company repurchased $107
million face value of the Notes in exchange for an aggregate cash payment by the
Company in the amount of $4,997,725 and an aggregate 3,426,293 shares of Series
D Preferred Stock and 3,426,293 shares of Series E Preferred Stock of Cogent.

         The Offer is not made with any current view toward or plan or purpose
of acquiring Notes in a series of successive and periodic offers. Nevertheless,
the Purchaser reserves the right to gauge the response to this solicitation,
and, if not successful in achieving the Maximum Offer, may consider future
offers. Factors affecting the Purchaser' future interest in acquiring additional
Notes include, but are not limited to, the relative success of the current
Offer, any increase or decrease in the availability of capital for investment by
the Purchaser and its investment fund affiliates, changes in the public market
in the Notes or actions by unrelated parties to tender for or purchase Notes,
the status of and changes and trends in the Company's operations, any
significant capital transactions by the Company, and local and national economic
and financial market developments and trends.

General Background Information

         Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Company has been derived from
information provided in reports filed by the Company with the Securities and
Exchange Commission.

         Tendering Noteholders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Notes to the Purchaser pursuant
to the Offer. The Purchaser will pay all charges and expenses incurred in
connection with the Offer. The Purchaser desires to purchase all Notes tendered
by each Noteholder.


                                       7

<PAGE>


         If, prior to the Expiration Date, the Purchaser increases the
consideration offered to Noteholders pursuant to the Offer, such increased
consideration will be paid with respect to all Notes that are purchased pursuant
to the Offer, whether or not such Notes were tendered prior to such increase in
consideration.

         Noteholders are urged to read this Offer to Purchase and the
accompanying Letter of Transmittal carefully before deciding whether to tender
their Notes.


                                  TENDER OFFER


Section 1. Terms of the Offer. Upon the terms and subject to the conditions of
the Offer, the Purchaser will accept for payment and pay for Notes validly
tendered on or prior to the Expiration Date and not withdrawn in accordance with
Section 4 of this Offer to Purchase. The term "Expiration Date" shall mean 12:00
midnight, Pacific Standard Time, on August 15, 2003, unless and until the
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchaser, shall expire.

         The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Purchaser
reserves the right (but shall not be obligated), in their sole discretion and
for any reason, to waive any or all of such conditions. If, by the Expiration
Date, any or all of such conditions have not been satisfied or waived, the
Purchaser reserves the right (but shall not be obligated) to (i) decline to
purchase any of the Notes tendered, terminate the Offer and return all tendered
Notes to tendering Noteholders, (ii) waive all the unsatisfied conditions and,
subject to complying with applicable rules and regulations of the Commission,
purchase all Notes validly tendered, (iii) extend the Offer and, subject to the
right of Noteholders to withdraw Notes until the Expiration Date, retain the
Notes that have been tendered during the period or periods for which the Offer
is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the
expiration of the Offer, if all conditions are either satisfied or waived, the
Purchaser will promptly pay for all validly tendered Notes, and the Purchaser do
not intend to imply that the foregoing rights of the Purchaser would permit the
Purchaser to delay payment for validly tendered Notes following expiration.

         The Purchaser does not anticipate and has no reason to believe that any
condition or event will occur that would prevent the Purchaser from purchasing
tendered Notes as offered herein, except for those conditions set forth in
Section 5.

         Section 2. Proration, Acceptance for Payment and Payment for Notes.
Since the Purchaser is offering to purchase any and all Notes, proration will
not be necessary unless the Purchaser amends the offer to reduce the number of
Notes it is willing to purchase.

         The Consideration paid to tendering Noteholders will include accrued
interest. The Purchaser will pay $80.00 plus all interest accrued through August
15, 2003, or such subsequent date to which the Offer may be extended.

Section 3. Procedures for Tendering Notes.

Valid Tender. For Notes to be validly tendered pursuant to the Offer, Notes must
be submitted to Depository Trust Company, or a properly completed and duly
executed Letter of Transmittal with any other documents required by the Letter
of Transmittal must be received by the Purchaser at the address set forth on the
back cover of this Offer to Purchase on or prior to the Expiration Date. A
Noteholder may tender any or all Notes owned by such Noteholder.

In order for a tendering Noteholder to participate in the Offer, Notes must be
validly tendered and not withdrawn prior to the Expiration Date, which is 12:00
midnight, Pacific Standard Time, on August 15, 2003, or such date to which the
Offer may be extended.

The method of delivery of the Letter of Transmittal and all other required
documents is at the option and risk of the tendering Noteholder and delivery
will be deemed made only when actually received by the Purchaser.


                                       8

<PAGE>

Backup Federal Income Tax Withholding. To prevent the possible application of
31% backup federal income tax withholding with respect to payment of the Offer
Price for Notes purchased pursuant to the Offer, a tendering Noteholder must
provide the Purchaser with such Noteholder's correct taxpayer identification
number and make certain certifications that such Noteholder is not subject to
backup federal income tax withholding. Each tendering Noteholder must insert in
the Letter of Transmittal the Noteholder's taxpayer identification number or
social security number in the space provided on the front of the Letter of
Transmittal. The Letter of Transmittal also includes a substitute Form W-9,
which contains the certifications referred to above. (See the Instructions to
the Letter of Transmittal.)

Other Requirements. By executing a Letter of Transmittal as set forth above, a
tendering Noteholder irrevocably appoints the designees of the Purchaser as such
Noteholder's proxies, in the manner set forth in the Letter of Transmittal, each
with full power of substitution, to the full extent of such Noteholder's rights
with respect to the Notes tendered by such Noteholder and accepted for payment
by the Purchaser. Such appointment will be effective when, and only to the
extent that, the Purchaser accepts such Notes for payment. Upon such acceptance
for payment, all prior proxies given by such Noteholder with respect to such
Notes will, without further action, be revoked, and no subsequent proxies may be
given (and if given will not be effective). The designees of the Purchaser will,
with respect to such Notes, be empowered to exercise all voting and other rights
of such Noteholder as they in their sole discretion may deem proper at any
meeting of Noteholders, by written consent or otherwise. In addition, by
executing a Letter of Transmittal, a Noteholder also assigns to the Purchaser
all of the Noteholder's rights to receive distributions from the Company with
respect to Notes which are accepted for payment and purchased pursuant to the
Offer, other than those dividends declared or paid during the period commencing
on the Offer Date and terminating on the Expiration Date.

Determination of Validity; Rejection of Notes; Waiver of Defects; No Obligation
to Give Notice of Defects. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Notes
pursuant to the procedures described above will be determined by the Purchaser,
in its sole discretion, which determination shall be final and binding. The
Purchaser reserves the absolute right to reject any or all tenders if not in
proper form or if the acceptance of, or payment for, the absolute right to
reject any or all tenders if not in proper form or if the acceptance of, or
payment for, the Notes tendered may, in the opinion of the Purchaser' counsel,
be unlawful. The Purchaser also reserves the right to waive any defect or
irregularity in any tender with respect to any particular Notes of any
particular Noteholder, and the Purchaser' interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
Instructions thereto) will be final and binding. Neither the Purchaser nor any
other person will be under any duty to give notification of any defects or
irregularities in the tender of any Notes or will incur any liability for
failure to give any such notification.

A tender of Notes pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Noteholder and the
Purchaser upon the terms and subject to the conditions of the Offer, including
the tendering Noteholder's representation and warranty that (i) such Noteholder
owns the Notes being tendered within the meaning of Rule 14e-4 under the
Exchange Act and (ii) the tender of such Note complies with Rule 14e-4. Rule
14e-4 requires, in general, that a tendering security holder actually be able to
deliver the security subject to the tender offer, and is of concern particularly
to any Noteholders who have granted options to sell or purchase the Notes, hold
option rights to acquire such securities, maintain "short" positions in the
Notes (i.e., have borrowed the Notes) or have loaned the Notes to a short
seller. Because of the limited public market for the Notes, the Purchaser
believes it is unlikely that any option trading or short selling activity exists
with respect to the Notes. In any event, a Noteholder will be deemed to tender
Notes in compliance with Rule 14e-4 and the Offer if the holder is the record
owner of the Notes and the holder (i) delivers the Notes pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii) guarantees such
delivery, (iv) causes a guaranty of such delivery, or (v) uses any other method
permitted in the Offer (such as facsimile delivery of the Transmittal Letter).

Section 4. Withdrawal Rights. Except as otherwise provided in this Section 4,
all tenders of Notes pursuant to the Offer are irrevocable, provided that Notes
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in this
Offer to Purchase, may also be withdrawn at any time on or after August 15,
2003.

                                        9

<PAGE>

         For withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Purchaser at the address or
the facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the Notes
to be withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.

         If purchase of, or payment for, Notes is delayed for any reason or if
the Purchaser is unable to purchase or pay for Notes for any reason, then,
without prejudice to the Purchaser' rights under the Offer, tendered Notes may
be retained by the Purchaser and may not be withdrawn except to the extent that
tendering Noteholders are entitled to withdrawal rights as set forth in this
Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that
no person who makes a tender offer shall fail to pay the consideration offered
or return the securities deposited by or on behalf of security holders promptly
after the termination or withdrawal of the tender offer.


         All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. Neither the
Purchaser nor any other person will be under any duty to give notification of
any defects or irregularities in any notice of withdrawal or will incur any
liability for failure to give any such notification.

         Any Notes properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Notes may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.

Section 5. Extension of Tender Period; Termination; Amendment. The Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Notes by
giving oral or written notice of such extension to the Noteholders, (ii) upon
the occurrence or failure to occur of any of the conditions specified in Section
13, to delay the acceptance for payment of, or payment for, any Notes not
heretofore accepted for payment or paid for, or to terminate the Offer and not
accept for payment any Notes not theretofore accepted for payment or paid for,
by giving oral or written notice of such termination to the Noteholders, and
(iii) to amend the Offer in any respect (including, without limitation, by
increasing or decreasing the consideration offered or the number of Notes being
sought in the Offer or both or changing the type of consideration) by giving
oral or written notice of such amendment to the Noteholders. The Purchaser
expressly reserves the right to terminate or amend the Offer in the event (i)
the Company consummates any material acquisition, disposition, or other
transaction prior to Expiration, including the proposed acquisition of Vayala,
Inc., or (ii) the Purchaser is able to sell its currently owned Notes to the
Company or its affiliates, or any other party. Any extension, termination or
amendment will be followed as promptly as practicable by public announcement,
the announcement in the case of an extension to be issued no later than
9:00 a.m., Eastern Standard Time, on the next business day after the previously
scheduled Expiration Date, in accordance with the public announcement
requirement of Rule 14d-4(c) under the Exchange Act. Without limiting the manner
in which the Purchaser may choose to make any public announcement, except as
provided by applicable law (including Rule 14d-4(c) under the Exchange Act), the
Purchaser will have no obligation to publish, advertise or otherwise communicate
any such public announcement, other than by issuing a release to the Dow Jones
News Service. The Purchaser may also be required by applicable law to
disseminate to Noteholders certain information concerning the extensions of the
Offer and any material changes in the terms of the Offer.

         If the Purchaser extends the Offer, or if the Purchaser (whether before
or after their acceptance for payment of Notes) is delayed in payment for Notes
or is unable to pay for Notes pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Purchaser may
retain tendered Notes, and such Notes may not be withdrawn except to the extent
tendering Noteholders are entitled to withdrawal rights as described in Section
4. However, the ability of the Purchaser to delay payment for Notes that the
Purchaser has accepted for payment is limited by Rule 14e-1 under the Exchange
Act, which requires that the Purchaser pay the consideration offered or return
the securities deposited by or on behalf of holders of securities promptly after
the termination or withdrawal of the Offer.


                                       10
<PAGE>


         If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waive a material condition of the Offer,
the Purchaser will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer or
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer to Purchase, "business day" means any day other than a Saturday, Sunday or
a federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, Pacific Standard Time.

Section 6. Certain Federal Income Tax Consequences. THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND
DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO A
PARTICULAR NOTEHOLDER. For example, this discussion does not address the effect
of any applicable foreign, state, local or other tax laws other than federal
income tax laws. Certain Noteholders (including trusts, foreign persons,
tax-exempt organizations or corporations subject to special rules, such as life
insurance companies or S corporations) may be subject to special rules not
discussed below. This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"), existing regulations, court decisions and Internal
Revenue Service ("IRS") rulings and other pronouncements. EACH NOTEHOLDER
TENDERING NOTES SHOULD CONSULT SUCH NOTEHOLDER'S OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH NOTEHOLDER OF ACCEPTING THE OFFER, INCLUDING
THE APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL, FOREIGN, STATE,
LOCAL AND OTHER TAX LAWS.

         A taxable Noteholder will recognize a gain or loss on the sale of such
Noteholder's Notes in an amount equal to the difference between (i) the amount
realized by such Noteholder on the sale and (ii) such Noteholder's tax basis in
the Notes sold. If the Noteholder reports a loss on the sale, such loss
generally could not be currently deducted by such Noteholder except against such
Noteholder's capital gains from other investments.

         The tax basis in the Notes of a Noteholder will depend upon individual
circumstances. Each Noteholder who plans to tender hereunder should consult with
the Noteholder's own tax advisor as to the Noteholder's tax basis in the
Noteholder's Notes and the resulting tax consequences of a sale.

         A tax-exempt Noteholder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Notes pursuant
to the Offer, assuming that such Noteholder does not hold its Notes as a
"dealer" and has not acquired such Notes with debt financed proceeds.

Section 7. Effects of the Offer.

Effect on Trading Market. If a substantial number of Notes are purchased
pursuant to the Offer, the result could be a reduction in the number of
Noteholders. Reducing the number of security holders in certain kinds of
securities might be expected to result in a reduction in the liquidity and
volume of activity in the trading market for the security.

Voting Power of Purchaser.  The Offer is not expected to result in any change in
the voting control of the Company.

Section 8. Future Plans. Following the completion of the Offer, the Purchaser,
or its affiliates, may acquire additional Notes. Any such acquisitions may be
made through private purchases, one or more future tender offers or by any other
means deemed advisable or appropriate. Any such acquisitions may be at a
consideration higher or lower than the consideration to be paid for the Notes
purchased pursuant to the Offer. The Purchaser is seeking to purchase any and
all Notes. If the Purchaser acquires fewer than all of the Notes pursuant to the
Offer, the Purchaser may seek to make further purchases on the open market at
prevailing prices, or solicit Notes pursuant to one or more future tender offers
at the same price, a higher price or, if the Company's circumstances change, at
a lower price. Alternatively, the Purchaser may discontinue any further
purchases of Notes after termination of the Offer, regardless of the number of
Notes purchased. The Offer is not made with any current view toward or plan or
purpose of acquiring Notes in a series of successive and periodic offers.

                                       11

<PAGE>

Nevertheless, as noted above, the Purchaser reserves the right to gauge the
response to this solicitation, and, if not successful in achieving the Maximum
Offer, may consider future offers. Factors affecting the Purchaser' future
interest in acquiring additional Notes include, but are not limited to, the
relative success of the current Offer, any increase or decrease in the
availability of capital for investment by the Purchaser and its investment
fund affiliates, the current diversification and performance of each affiliated
fund's portfolio of assets, including the mix and performance of their real
estate interests and securities, the development of any public market in the
Notes or actions by unrelated parties to tender for or purchase Notes, the
status of and changes and trends in the Company's operations, announcement of
pending capital transactions and local and national economic and financial
market developments and trends.

         The Purchaser has no present intention to seek control of the Company
or to change the management or operations of the Company, to cause the Company
to engage in any extraordinary transaction, to cause any purchase, sale or
transfer of a material amount of the assets of the Company, to make any change
in the dividend policies, indebtedness or capitalization of the Company, or to
change the structure of the Company, the listing status of the Notes or the
reporting requirements of the Company.

Section 9. The Business of the Company. Information included herein concerning
the Company is derived from the Company's publicly-filed reports. Information
concerning the Company, its assets, operations and management is contained in
its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other
filings with the Securities and Exchange Commission. Such reports and filings
are available on the Commission's EDGAR system, at its internet web site at
www.sec.gov, and are available for inspection at the Commission's principal
office in Washington, D.C. and at its regional offices in New York, New York and
Chicago, Illinois. The Purchaser has relied on such information to the extent
information is presented herein concerning the Company, and expressly disclaim
any responsibility for the information included in such reports and extracted in
this Offer.

Section 10. Conflicts of Interest. The Purchaser is aware of no material
conflicts of interest affecting the Offer.

Section 11. Certain Information Concerning the Purchaser. The Purchaser is SCM
Acquisition Fund, LLC. The Purchaser is a privately held investment fund owned
and controlled by Sutter Capital Management, LLC, which in turn is managed by
Robert Dixon. The principal business address of the Purchaser is 150 Post
Street, Suite 405, San Francisco, California 94108 and its business telephone
number is (415) 788-1441. For certain information concerning the directors and
executive officers of the Purchaser see Schedule I to this Offer to Purchase.

         Except as otherwise set forth herein, (i) neither the Purchaser nor, to
the best knowledge of the Purchaser, the persons listed on Schedule I nor any
affiliate of the Purchaser beneficially owns or has a right to acquire any
Notes, (ii) neither the Purchaser nor, to the best knowledge of the Purchaser,
the persons listed on Schedule I nor any affiliate of the Purchaser, or any
director, executive officer or subsidiary of any of the foregoing has effected
any transaction in the Notes within the past 60 days, (iii) neither the
Purchaser nor, to the best knowledge of the Purchaser, the persons listed on
Schedule I nor any affiliate of the Purchaser has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies,
consents or authorizations, (iv) there have been no transactions or business
relationships which would be required to be disclosed under the rules and
regulations of the Commission between the Purchaser or, to the best knowledge of
the Purchaser, the persons listed on Schedule I, or any affiliate of the
Purchaser on the one hand, and the Company or its affiliates, on the other hand,
(v) there have been no contracts, negotiations or transactions between the
Purchaser, or to the best knowledge of the Purchaser any affiliate of the
Purchaser on the one hand, the persons listed on Schedule I, and the Company or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets, (vi) no
person listed on Schedule I has been convicted in a criminal proceeding during
the past five years (excluding traffic violations or similar misdemeanors), and
(vii) no person listed on Schedule I has been a party to any judicial or
administrative proceeding during the past five years (except for matters
dismissed without sanction or settlement) that resulted in a judgment, decree,
or final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws. .

Section 12. Source of Funds. The Purchaser expects that approximately $792,000
would be required to purchase any and all Notes, if tendered, and an additional
$20,000 may be required to pay related fees and expenses. The Purchaser
anticipates funding all of the purchase price and related expenses through its
existing liquid capital reserves. Accordingly, there are no financing
arrangements to fall through and no alternative financing plans.


                                       12
<PAGE>


Section 13. Conditions of the Offer. Notwithstanding any other term of the
Offer, the Purchaser shall not be required to accept for payment or to pay for
any Notes tendered unless all authorizations or approvals of, or expirations of
waiting periods imposed by, any court, administrative agency or other
governmental authority necessary for the consummation of the transactions
contemplated by the Offer shall have been obtained or occurred on or before the
Expiration Date.

         The Purchaser shall not be required to accept for payment or pay for
any Notes not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Notes if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:

         (a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have been
issued and shall remain in effect which (i) makes illegal, delays or otherwise
directly or indirectly restrains or prohibits the making of the Offer or the
acceptance for payment of or payment for any Notes by the Purchaser, (ii)
imposes or confirms limitations on the ability of the Purchaser effectively to
exercise full rights of ownership of any Notes, including, without limitation,
the right to vote any Notes acquired by the Purchaser pursuant to the Offer or
otherwise on all matters properly presented to the Company's Noteholders, (iii)
requires divestiture by the Purchaser of any Notes, (iv) causes any material
diminution of the benefits to be derived by the Purchaser as a result of the
transactions contemplated by the Offer or (v) might materially adversely affect
the business, properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Purchaser or the Company, in the
reasonable judgment of the Purchaser;

         (b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental authority
or agency, other than the application of the waiting period provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which might,
directly or indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;

         (c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Company, which, in the reasonable judgment of the Purchaser, is or may be
materially adverse to the Company, or the Purchaser shall have become aware of
any fact that, in the reasonable judgment of the Purchaser, does or may have a
material adverse effect on the value of the Notes;

         (d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of a
limitation on the markets thereof, or (vi) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material acceleration
or worsening thereof; or

         (e) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that (i) more than fifty percent of the outstanding Notes have
been or are proposed to be acquired by another person (including a "group"
within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person
or group that prior to such date had filed a Statement with the Commission
pursuant to Sections 13(d) or (g) of the Exchange Act has increased or proposes
to increase the number of Notes beneficially owned by such person or group as
disclosed in such Statement by two percent or more of the outstanding Notes.

         The foregoing conditions are for the sole benefit of the Purchaser and
may be asserted by the Purchaser or may be waived by the Purchaser in whole or
in part at any time and from time to time prior to the Expiration Date in its
sole exercise of reasonable discretion. In the event of any waiver of a material
condition, the Purchaser will publicly announce such a waiver and the Offer will
remain open for a period of at least five business days following the
announcement of any such waiver of a material condition. Any termination by the
Purchaser concerning the events described above will be final and binding upon
all parties.


                                       13
<PAGE>


Section 14. Certain Legal Matters.

General. Except as set forth in this Section 14, the Purchaser is not aware of
any filings, approvals or other actions by any domestic or foreign governmental
or administrative agency that would be required prior to the acquisition of
Notes by the Purchaser pursuant to the Offer. Should any such approval or other
action be required, it is the Purchaser's present intention that such additional
approval or action would be sought. While there is no present intent to delay
the purchase of Notes tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Company's business, or that certain parts of the Company's business might
not have to be disposed of or held separate or other substantial conditions
complied with in order to obtain such approval or action, any of which could
cause the Purchaser to elect to terminate the Offer without purchasing Notes
thereunder. The Purchaser's obligation to purchase and pay for Notes is subject
to certain conditions, including conditions related to the legal matters
discussed in this Section 14.

Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of Notes
pursuant to the Offer.

Margin Requirements. The Notes are not "margin securities" under the regulations
of the Board of Governors of the Federal Reserve System and, accordingly, such
regulations are not applicable to the Offer.

State Takeover Laws. A number of states have adopted anti-takeover laws which
purport, to varying degrees, to be applicable to attempts to acquire securities
of corporations which are incorporated in such states or which have substantial
assets, security holders, principal executive offices or principal places of
business therein. However, even if the Purchaser successfully acquires 100% of
the outstanding Notes, it will not be in a position to exercise voting control
over the Company or its parent, Cogent Communications, Inc.

         Although the Purchaser has not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to the Offer, the Purchaser might be unable
to accept for payment or purchase Notes tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchaser may
not be obligated to accept for purchase or pay for any Notes tendered.

Section 15. Fees and Expenses. The Purchaser has not retained any independent
party to act as depositary in connection with the Offer. The Purchaser will pay
all costs and expenses of printing, publication and mailing of the Offer and all
costs of transfer.

Section 16. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF ANY JURISDICTION
WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD BE ILLEGAL.

         No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the Letter
of Transmittal and, if given or made, such information or representation must
not be relied upon as having been authorized.

July 9, 2003
SCM ACQUISITION FUND, LLC


                                       14
<PAGE>


                                   SCHEDULE I

                        THE PURCHASER AND ITS PRINCIPALS

             The Purchaser is SCM Acquisition  Fund, LLC. SCM Acquisition  Fund,
LLC is a California limited liability company owned and managed by Sutter
Capital Management, LLC, which, in turn, is managed by Robert E. Dixon.

             The principal business address for each of the Purchaser and Robert
Dixon is 150 Post Street, Suite 405, San Francisco, California 94108, and the
business telephone number for each is 415-788-1441.

Sutter Capital Management, LLC

Sutter  Capital  Management,  LLC is a  California  limited  liability  company
formed in 1998.  The managing  member and  controlling interest holder in Sutter
Capital  Management,  LLC is Robert E. Dixon.  Robert E. Dixon has served as
co-chief executive officer and a director of Sutter Holding Company,  Inc. since
March 2003, when Sutter Opportunity Fund 2, LLC acquired a controlling  interest
in the company.  Mr. Dixon  received his  Bachelors  degree in economics  from
the  University of California at Los Angeles in 1992. He worked for Lehman
Brothers, Inc.in equity sales and trading during 1993 and 1994. From
October 1994 to June,  1996 he worked for MacKenzie Patterson,  Inc. as a
securities  research analyst.  Mr. Dixon became a Chartered Financial Analyst in
1996, and received his Master of Business  Administration  degree from Cornell
University in 1998. In July of 1998 he began buying and selling  securities  for
his own account and that of the entities he controls,  and he has  principally
been engaged in that activity  since that date. Mr. Dixon was a registered
representative of North Coast Securities from 1994 through 1997. Mr. Dixon is a
U.S. citizen.




                                       15


