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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
  Bureau of the Federal Communications Commission ("Bureau")  and 
  Kenergy Corporation (``Kenergy''). 

                           II.  Background

2.   Kenergy  is  an   electric  distribution  cooperative   with 
  headquarters  in   Henderson,  Kentucky.    It  serves   50,000 
  customers in all  or portions of 14 western Kentucky  counties.  
  It is  the third largest  cooperative in Kentucky  in terms  of 
  customer accounts. 

3.   Kenergy  was   established   in  July   1999   through   the 
  consolidation  of Henderson  Union Electric  Cooperative  Corp. 
  and  Green  River Electric  Corporation,  both  of  which  held 
  licenses  in   the  Private  Operational-Fixed  Microwave   and 
  Industrial/Business  Services. The  consolidation  resulted  in 
  the substantial transfer of  control of a total of 56  stations 
  and,  thus,  required prior  Commission  consent,  pursuant  to 
  Section 310(d) of  the Communications Act of 1934, as  amended, 
  47  U.S.C.     310(d).    Kenergy,  however,   did  not   file 
  applications  for  Commission  consent  to  the  assignment  of 
  licenses  for   these  stations  until   November  2000.    The 
  applications have since been granted.

                        III.  Definitions

4.   For the  purposes  of  this Consent  Decree,  the  following 
  definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "Kenergy'' means Kenergy Corporation. 

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

5.   Kenergy agrees  that the  Bureau has  jurisdiction over  the 
  matters contained in  this Consent Decree and the authority  to 
  enter into and adopt this Consent Decree.

6.   The Bureau and Kenergy agree  that this Consent Decree  does 
  not constitute an adjudication on the merits or any finding  on 
  the facts  or law regarding  any violations of  the Act or  the 
  Commission's rules committed by Kenergy.
      
7.   Kenergy agrees that it  shall make a voluntary  contribution 
  to the  United States Treasury in  the amount of $7,500  within 
  10 calendar days  after the Bureau releases the Order  adopting 
  this Consent Decree. 

8.   Kenergy agrees to implement,  within 10 calendar days  after 
  the Bureau releases  the Order adopting this Consent Decree,  a 
  comprehensive internal program, a summary of which is  attached 
  hereto, to  ensure Kenergy's  future compliance  with the  Act, 
  the Commission's rules, and the Commission's policies. 

9.   In  express  reliance  upon  the  representations  contained 
  herein, the Bureau  agrees to terminate its investigation  into 
  the matters discussed in paragraph 3, above. 

10.  The Bureau  agrees  not  to institute  any  new  proceeding, 
  formal or  informal, of any kind  against Kenergy for  apparent 
  violations  of Section  310(d)  of  the Act  arising  from  the 
  matters discussed in paragraph 3, above. 

11.  In the event that Kenergy is found by the Commission or  its 
  delegated authority to  have engaged in a violation of  Section 
  310(d)  of the  Act  subsequent to  the  release of  the  Order 
  adopting this Consent  Decree, Kenergy agrees that the  conduct 
  described  in paragraph  3, above,  may  be considered  by  the 
  Commission  or  its  delegated  authority  in  determining   an 
  appropriate sanction. 

12.  Kenergy waives  any  and all  rights  it may  have  to  seek 
  administrative or  judicial reconsideration, review, appeal  or 
  stay,  or to  otherwise challenge  or contest  the validity  of 
  this  Consent  Decree  and  the  Order  adopting  this  Consent 
  Decree, provided the  Order is limited to adopting the  Consent 
  Decree without change, addition, or modification.

13.  Kenergy and the Bureau agree that the effectiveness of  this 
  Consent Decree  is expressly  contingent upon  issuance of  the 
  Order, provided  the Order  adopts the  Consent Decree  without 
  change, addition, or modification. 

14.  Kenergy and the  Bureau agree  that in the  event that  this 
  Consent Decree  is rendered invalid by  any court of  competent 
  jurisdiction, it  shall become  null and  void and  may not  be 
  used in any manner in any legal proceeding.

15.  Kenergy  and  the   Bureau  agree  that   if  Kenergy,   the 
  Commission, or the  United States on behalf of the  Commission, 
  brings a  judicial action  to enforce  the terms  of the  Order 
  adopting  this   Consent  Decree,  neither   Kenergy  nor   the 
  Commission shall contest the validity of the Consent Decree  or 
  Order,  and  Kenergy   and  the  Commission  shall  waive   any 
  statutory right to a  trial de novo with respect to any  matter 
  upon which the Order  is based (provided in each case that  the 
  Order  is  limited  to  adopting  the  Consent  Decree  without 
  change,  addition, or  modification), and  shall consent  to  a 
  judgment incorporating the terms of this Consent Decree.

16.  Kenergy agrees to  waive any  claims it  may otherwise  have 
  under the  Equal Access to  Justice Act, Title  5 U.S.C.   504 
  and  47 C.F.  R.   1.1501  et seq.,  relating to  the  matters 
  discussed in paragraphs 3 and 4, above.

17.  Kenergy agrees that any violation of the Order adopting this 
  Consent  Decree  shall  constitute  a  separate  violation  and 
  subject Kenergy to appropriate administrative sanctions.

18.  Kenergy and the Bureau  agree to be bound  by the terms  and 
  conditions stated herein.

19.  Kenergy and the Bureau agree that this Consent Decree may be 
  signed in counterparts.



ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By:  ____________________                    __________     
     David H. Solomon                        Date
     Chief




KENERGY CORPORATION  


By:  ____________________                    ___________
     Dean Stanley                            Date
     President and Chief Executive Officer 


          Summary of Section 310(d) Compliance Program
                               of
                       Kenergy Corporation


To assure compliance with federal and state law, the 
Communications Act and Federal Communications Commission 
(``FCC'') regulations, the Kenergy Telecommunications 
Compliance and Education Program (the ``Program'') will be 
established.  The Program will be administered within the 
Engineering Department with the Manager of Technical 
Services supervising the operation of the Program.

Program operations will be described in a compliance manual 
addressing four areas:  database, education, review and 
monitoring, and designation of Contact persons.

Database:  Technical Services will assemble and maintain 
information about the company's telecommunications licenses 
and other telecommunications information in a database 
accessible by engineers and managers throughout the company.  
The existence,  location and maintenance of the database 
will be publicized within the company.  The database will 
include a ``tickler system'' to prompt timely filing of 
renewal applications and will be kept current by the Manager 
of Technical Services.

Education:  The Manager of Technical Services, with 
assistance from the Electronic 
Technicians, will conduct an education program for company 
vice presidents, managers and other parties responsible for 
establishment, purchase, sale and use of the company's 
telecommunications assets.  The education program will 
emphasize the need to make timely application for FCC 
consent to changes in ownership or control of 
telecommunications licenses.  The Program will be 
supplemented by membership in trade organizations such as 
the United Telecom Council (``UTC''), and other means of 
keeping informed of FCC policy and regulatory compliance 
requirements.

Review and Monitoring:  The company will review the Program 
annually to ensure that it is maintained in a proper manner 
and continues to address the objectives set forth herein.