Click here for Adobe Acrobat version
Click here for Microsoft Word version

******************************************************** 
                      NOTICE
********************************************************

This document was converted from Microsoft Word.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
Microsoft Word or Adobe Acrobat version.

*****************************************************************



                           Before the
                Federal Communications Commission
                     Washington, D.C. 20554


In the Matter of                )       EB Docket No. 03-96
                                )       
NOS Communications, Inc.,       )       File No. EB-02-TC-119
Affinity Network Incorporated and  )         
NOSVA Limited Partnership       )       NAL/Acct. No. 
200332170003
                                )       
Order to Show Cause and         )       FRN: 0004942538
Notice of Opportunity for Hearing  )


                     ORDER TO SHOW CAUSE AND
                NOTICE OF OPPORTUNITY FOR HEARING

        Adopted:  April 2, 2003         Released:  April 7, 2003
     

By the Commission: 

                         I.   INTRODUCTION

     1.   In this Order to Show  Cause and Notice of  Opportunity 
for Hearing,  we commence  an  evidentiary hearing  to  determine 
whether: (1) the Commission should revoke the operating authority 
of  NOS   Communications,   Inc.  (``NOS''),   Affinity   Network 
Incorporated (``ANI''), and NOSVA Limited Partnership (``NOSVA'') 
(collectively ``NOS/ANI'' or the ``Companies'')1; (2) NOS/ANI and 
its principals should  be ordered  to cease and  desist from  any 
future provision of  interstate common  carrier services  without 
the prior consent of the Commission; and (3) a forfeiture against 
NOS/ANI is warranted and, if so, the amount of the forfeiture.

     2.   As set forth in detail  below, it appears that  NOS/ANI 
may have willfully or repeatedly violated sections 201(b) of  the 
Communications  Act  of  1934,   as  amended  (the  "Act"),2   by 
conducting  a  misleading   marketing  campaign  (the   ``Winback 
Campaign'')  apparently  designed  to  improperly  induce  former 
customers into  authorizing  switches  back  to  NOS/ANI.   These 
improper inducements apparently included the Companies contacting 
their former  customers  and  describing  ``problems''  that  the 
customers' chosen carriers  were allegedly  having in  completing 
the  customers'  requests  to  establish  new  service.   NOS/ANI 
apparently threatened their former customers with loss of service 
unless they agreed  to retain NOS/ANI  services as a  ``temporary 
measure.''   Under  coercion,  some  of  these  customers  signed 
Letters of Agency (``LOAs'') that authorized the Companies to  be 
their preferred carriers, believing  that doing so was  necessary 
to keep  receiving service  while  their new  preferred  carriers 
completed their  switches.   The representations  of  NOS/ANI  to 
their former customers appear to be knowingly false.  In reality, 
the consumers had  already been switched  to their new  preferred 
carriers and the Companies' marketing campaign was an  apparently 
misleading scheme  to  trick  consumers  into  returning  to  the 
Companies'  services.   The   Companies'  apparent  campaign   to 
misleadingly induce  former  customers into  signing  LOAs  raise 
serious questions regarding  whether NOS/ANI  and its  principals 
are   qualified   to   be   certified   to   provide   interstate 
telecommunications services.   The  hearing  will  address  these 
questions, as well as  whether a forfeiture  should be issued  to 
NOS/ANI for  the  apparent  willful  and  repeated  violation  of 
section 201(b)  of  the  Act's3 prohibition  against  unjust  and 
unreasonable practices.

                         II.  BACKGROUND

     3.   NOS/ANI are switchless resellers  of MCI long  distance 
service.4  Their customers are  primarily small and  medium-sized 
companies.  NOS/ANI operates as a common carrier subject to Title 
II of the Act.  Specifically,  NOS/ANI currently provides or  has 
provided  resale  interstate  long  distance   telecommunications 
services to consumers in  numerous states.  Under the  regulatory 
scheme established by the Act and the Commission's rules, NOS/ANI 
is classified as a nondominant interexchange carrier.5  As  such, 
it  is  considered  to  have  ``blanket''  authority  to  operate 
domestic common carrier facilities within the meaning of  section 
214 of the Act.6

     4.   The Enforcement Bureau (the ``Bureau'') initiated  this 
investigation against the  companies after receiving  information 
about the Companies' marketing campaign from Mr. Robert Faulkner, 
a former NOS/ANI employee.7  Based upon the information  provided 
by Mr.  Faulkner,8 the  Bureau  contacted numerous  consumers  to 
investigate the allegations.  All of  the consumers who form  the 
basis of this  Order have  signed declarations  under penalty  of 
perjury stating that NOS/ANI  contacted them after they  switched 
to new carriers  and told them  that their new  carriers had  not 
picked up all  of their lines,  and that as  result, their  lines 
were still billing with NOS/ANI.9  The consumers also state  that 
they were threatened with service disruption if they did not sign 
new LOAs, which they were  told were temporary, but necessary  to 
keep their service running.  Some  of the consumers were  induced 
into signing  the  LOAs  with  the assurance  that  it  was  only 
temporary, while others refused to sign.10 

     5.   The Companies'  Winback  Campaign apparently  began  in 
December 2001.11  As alleged by  the consumers, and reflected  in 
the audiotapes, the conversations  between consumers and  NOS/ANI 
representatives followed a similar  script, during which  NOS/ANI 
apparently made numerous false  representations to the  consumers 
to induce them to switch their services back to NOS/ANI.12  As an 
initial  matter,  consumers  were  told  that  they  were   being 
contacted  by  the   Companies'  Cancel   or  Operations   Cancel 
Department because the Companies had  received an alert in  their 
system from the local carrier to switch the consumers'  services.  
In fact, NOS/ANI representatives were apparently calling from the 
Winback Department.13   Moreover, the  consumers were  apparently 
targeted for these calls because they appeared on a lost  account 
report received from MCI, and  not because of any ``alert''  from 
the consumers' local service provider.14  
     6.   NOS/ANI  representatives  also  represented  to   these 
consumers that their lines were still billing with the  Companies 
because  their  new  carrier  had  not  yet  switched  over   the 
services.15  Indeed, consumers were sometimes told that their new 
preferred carriers had not yet even requested their lines.16   It 
appears that NOS/ANI representatives informed the consumers  that 
they were calling  ``out of  courtesy'' to see  if the  consumers 
wanted NOS/ANI to  carry their  lines ``in  the interim  period'' 
until their lines were switched  to the consumers' new  preferred 
carriers.17  According  to  Companies'  representations,  NOS/ANI 
would normally  have cancelled  the  services of  these  accounts 
unless they were ``red flagged'' for having call traffic.18

     7.   The new carriers were apparently already servicing  the 
consumers, and the consumers  were not incurring further  charges 
from NOS/ANI at  the time  of the  calls.  IXCs  such as  NOS/ANI 
receive reports from  local service providers  that reflect  only 
completed switches either  to or from  the IXC.19  Thus,  NOS/ANI 
would only have knowledge of which customers requested  preferred 
carrier changes after the switches had been completed.20  Indeed, 
Mr. Faulkner  confirmed that  consumers were  targeted for  these 
calls because they  appeared on  a lost  account report  received 
from MCI.21      

     8.   During the  calls  made  in  this  marketing  campaign, 
NOS/ANI representatives  also  advised the  consumers  that  they 
needed to  execute new  LOAs until  the consumers'  new  carriers 
picked  up  their  lines,  to  ensure  continuity  of  service.22  
Consumers were incorrectly informed that once they signed an  LOA 
with another company to switch their services from NOS/ANI,  even 
though their lines  were still being  billed by NOS/ANI,  NOS/ANI 
did not ``have  authorization to carry  the traffic  anymore.''23  
According to  the  Companies'  representatives,  a  new  LOA  was 
mandated by the FCC  ``because of all  the slamming that's  going 
on.''24  NOS/ANI representatives  apparently told consumers  that 
once they signed the allegedly standard, FCC-approved LOA, with a 
notation to  ``See attached  addendum,'' the  consumers'  service 
would continue,25 and all ties  with NOS/ANI would be severed  as 
soon as the new carriers picked up their lines.26  Consumers were 
also told that  they had to  sign the  new LOA for  all of  their 
lines, and  not just  the ones  allegedly still  billing  because 
NOS/ANI could not service partial line accounts.27  

     9.   Apparently consumers were  threatened that their  lines 
would  be  taken  down  if  NOS/ANI  did  not  receive  immediate 
resolution of the  matter.28  NOS/ANI representatives  apparently 
applied  increasing  and  escalating  pressure  on  their  former 
customers to switch back  to NOS/ANI.  They apparently  contacted 
their former customers  repeatedly, refusing  to take  no for  an 
answer and each time increasing the pressure and urgency to  sign 
a  new  LOA  designating  NOS/ANI  as  the  supposed  ``interim'' 
carrier.  In the case of Tideland Electric, for example, when Ms. 
Baynor on behalf of Tideland Electric, stated that she could  not 
sign the new LOA without permission from the company CEO, who was 
unavailable, the NOS/ANI  representative insisted  that she  sign 
because NOS/ANI  showed  her  as  an  authorized  signer  on  the 
account.29  Ms.  Gibbs, the  NOS/ANI representative,  persisted30 
and  followed  up  in  a  subsequent  call  with  a  lengthy  and 
impassioned argument upon learning that the CEO had not yet  been 
contacted.31

     10.  During the campaign, NOS/ANI also apparently threatened 
disruption to  former customers'  local telephone  service,  even 
though those customers did not have local service with NOS/ANI at 
the time,  to induce  them to  sign LOAs  designating NOS/ANI  as 
their carrier.  For  example, Ms.  Gibbs, on  behalf of  NOS/ANI, 
threatened disruption  to  Nelson Engineering's  local  telephone 
service in  a conversation  that took  place on  April 23,  2002, 
representing to Nelson Engineering that its new preferred carrier 
had not yet  completed the  switch.32  As she  stated, ``What  is 
going  to happen  is  it  is  going  to  cause  a  disruption  to 
everything that  you  have, as  well  as the  local  phone,  too, 
because they haven't completed it.''33  Yet, as of April 1, 2002, 
Nelson Engineering's local service was with Qwest.34   Therefore, 
NOS/ANI could  not  have  disrupted  Nelson  Engineering's  local 
service at the time of this call. 

     11.  The apparent pattern of these conversations NOS/ANI had 
with  former  customers  bears  a  remarkable  similarity  to   a 
``Winback Script''35 provided by Mr. Faulkner, who attested  that 
the Companies originated  the script in  December 2001, with  top 
management handing down the script  to branch managers and  sales 
representatives in  the Winback/Quality  Assurance  Department.36  
For example, the Winback  Script instructs sales  representatives 
to identify themselves to the consumers as the consumers' current 
long distance carrier, while acknowledging that the consumers had 
requested a change to another carrier.37  The script then directs 
the sales representatives to tell the former customers that their 
lines are still  being billed with  NOS/ANI, and to  ask them  if 
they would like to avoid disruption in their service because  now 
that ``you've signed  letter of agency  with another company  ... 
and they didn't pick up all your lines at once...this could cause 
a disruption to  your service...''38   Next, the  representatives 
are instructed to  explain that NOS/ANI  is allegedly  prohibited 
from providing  service  to  ``partial  line  accounts.''39   The 
script then  instructs the  sales representatives  to solve  this 
``problem'' by offering to keep ``all your lines up and running'' 
by having the customer sign an LOA.40  Under the script, the  LOA 
is described as providing temporary authority for NOS/ANI to keep 
their former  customers' service  running ``til  the new  carrier 
picks them up.''41

     12.    The   Winback  Script   also  instructs   the   sales 
representatives  to  implement   a  practice   of  ``calling   as 
customer,'' or  ``CAC,''  where necessary.42   Specifically,  the 
Winback Script  directs  sales  representatives to  ask  for  the 
consumer's consent to call his or her local phone company,  using 
the consumer's  name.43   According  to  the  script,  the  sales 
representative should  explain that  a conference  call with  the 
consumer's local phone  company is  necessary to  make sure  that 
everything is done correctly,  but that the sales  representative 
does not want  to ``bug'' the  consumer anymore.44  According  to 
Mr. Faulkner, CAC is  necessary when an LOA  does not suffice  to 
change a  consumer's  preferred  carrier  with  the  local  phone 
company, such  as when  there is  a preferred  carrier freeze  or 
another restriction.45

     13.  The case  of  Arizconsin  Group,  Inc.,  d/b/a  Crandon 
Nursing Home (``Crandon Nursing'') of Crandon, Wisconsin  appears 
to illustrate the Companies' practice of ``calling as  customer'' 
to effect a change to  a consumer's preferred carrier  selection.  
On April 11,  2002, Crandon  Nursing switched its  main line  and 
associated telephone  numbers  from NOS/ANI  to  Verizon.46   Ms. 
Christina  Rose  Spencer  of   Crandon  Nursing  was   apparently 
contacted thereafter  by NOS/ANI  and,  under threat  of  service 
disruption, signed  a new  LOA and  faxed it  back to  NOS/ANI.47  
Apparently, NOS/ANI  submitted the  LOA to  the consumer's  local 
carrier  to  switch  Crandon  Nursing  back  to  NOS/ANI.48   The 
consumer's local carrier, Frontier,  apparently rejected the  LOA 
because  the  consumer's  service  had  just  been  changed  from 
NOS/ANI.49  Frontier alleges  that, thereafter,  it received  two 
different telephone calls from people claiming to be Ms.  Spencer 
and requesting that the consumer  be switched back to  NOS/ANI.50  
The first caller was a male, but knowing that Chris Spencer was a 
woman, Frontier's Customer  Care representative  refused to  make 
the requested change without  first contacting the consumer,  who 
later confirmed that  she did  not authorize  the change.51   The 
second caller was a female,  who hung up when its  representative 
told her the  consumer would  be called to  verify the  requested 
change.52  Ms. Spencer confirmed that  she did not authorize  the 
change after this second call as  well.53  In fact, on April  15, 
2002,  Ms.  Spencer  went  to  Frontier's  office  and  signed  a 
preferred carrier freeze to prevent further unauthorized  changes 
from being executed.54

     14.  Consumers who  were  apparently deceived  into  signing 
were usually returned to the Companies' services just days  after 
they switched to  their new carriers.55   Once they learned  that 
they had been switched back to NOS/ANI, however, they immediately 
switched away again, evidencing their  clear intent to leave  the 
Companies.56

                         III. DISCUSSION

A.   Whether   NOS/ANI   Violated    Section   201(b)   of    the 
Communications Act

     15.  The consumer complaints and  information from a  former 
company  executive   before   us   all   suggest   a   continuous 
telemarketing campaign, apparently intended for the sole  purpose 
of tricking  and threatening  former customers  into signing  new 
LOAs to switch  their services  back to  NOS/ANI.  This  practice 
depicts  a  callous  disregard   for  the  requirements  of   the 
Communications Act  and section  201(b) in  particular.   Section 
201(b) of  the  Act,  states, in  pertinent  part,  that  ``[a]ll 
charges, practices, classifications, and  regulations for and  in 
connection with  such communication  service, shall  be just  and 
reasonable, and  any such  charge, practice,  classification,  or 
regulation that is unjust or  unreasonable is hereby declared  to 
be unlawful.''57  Based  upon our review  of the evidence  before 
us,  we  find  that  NOS/ANI's  apparent  telemarketing  campaign 
evidences apparently willful  or repeated  violations of  section 
201(b) of  the Act.   The  Companies' apparent  Winback  Campaign 
involving misleading representations  to consumers regarding  the 
switch status of their services and threats of service disruption 
to scare consumers  into signing  LOAs appears  to constitute  an 
``unjust  and  unreasonable  practice''  within  the  meaning  of 
section 201(b).  

     16.  The evidence of  NOS/ANI's apparent  misrepresentations 
to consumers includes: 1)  that the representatives were  calling 
from NOS/ANI's Cancel  Department or Operations  Cancel; 2)  that 
the consumer's lines were still billing with NOS/ANI because  the 
consumer's new preferred carrier had  not picked up all of  their 
lines; 3) that NOS/ANI had received an alert in their system from 
the  consumer's  local   service  provider   to  disconnect   the 
consumer's service, and  that the  alert probably  just came  too 
soon before the  consumer's new preferred  carrier could pick  up 
all the  lines; 4)  that the  consumer's account  had been  ``red 
flagged''  because   it  was   still   billing,  and   that   the 
representative was calling  out of courtesy  to find out  whether 
the consumer wanted to keep his or her lines up; 5) that when the 
consumer signed an LOA to switch  from NOS/ANI to a new  carrier, 
NOS/ANI lost authorization to carry  the lines, and that, due  to 
FCC mandates, NOS/ANI  could not  carry the lines  without a  new 
signed LOA;  6) that  the consumer's  lines would  be taken  down 
without a new signed  LOA; 7) that the  consumer had to sign  the 
new LOA for  all of his  or her  lines, not just  the ones  still 
billing because NOS/ANI could not service partial line  accounts; 
8) that  the  new LOA  was  temporary until  the  consumer's  new 
carrier could ``pick up'' his or her lines, and that the consumer 
should attach an addendum to the LOA indicating that the LOA  was 
temporary because the FCC had  only approved a standard LOA;  and 
9) that  the  consumer  needed  to  respond  immediately  or  the 
consumer's lines would be taken down.  The evidence also  reveals 
that  NOS/ANI's  representatives  apparently  misrepresented   to 
consumers that  NOS/ANI could  view the  consumer's call  traffic 
live or  within  the hour  and  that they  could  disconnect  the 
consumer's local lines even when the consumer did not have  local 
service with NOS/ANI. 
       
     17.  As outlined herein,  each of  these representations  is 
apparently false.  Contrary  to what was  told to consumers,  the 
NOS/ANI  representatives   were  apparently   calling  from   the 
Companies' Winback or Quality  Assurance Department, and not  the 
Cancel or Operations Cancel  Department.  This fact is  supported 
by  Mr.  Faulkner's  allegations  and  also  by  the   audiotaped 
conversations  and   consumer  allegations,   which  follow   the 
telemarketing   script   from   NOS/ANI's   Winback   Department.  
Therefore, it  appears  that  the  nature of  the  calls  was  to 
``winback'' the  consumers' service,  and not  courtesy calls  to 
help the consumers keep their lines up while they transitioned to 
their new carriers as purported.  It also appears that,  contrary 
to assertions  made by  NOS/ANI representatives,  the  consumers' 
lines were already  switched to new  preferred carriers and  were 
not incurring further  charges from  NOS/ANI at the  time of  the 
calls to consumers.   If the  consumers' lines  had already  been 
switched, it follows that NOS/ANI  could not ``take down''  their 
lines for any services not remaining with NOS/ANI.

      18. We have already established that NOS/ANI was apparently 
misrepresenting to consumers who had switched from their  service 
that some of the consumers' lines had not been picked up by their 
new carriers and  that the  companies could not  carry the  lines 
without authorization.  There  is nothing  in the Act  or in  our 
rules which  supports  NOS/ANI's  statements  to  consumers  that 
NOS/ANI would lose authority to carry a consumer's lines once the 
consumer signs a  new LOA  with another carrier.   In fact,  this 
interpretation of our rules would  provide absurd results, as  it 
often is the case that a preferred carrier change is not executed 
until days after the  consumer has requested  the change and  the 
request has been  submitted to  the local  carrier and  executed.  
Under NOS/ANI's theory, every carrier would be providing  service 
without  authorization   if  it   did  not   immediately   obtain 
``transitional'' or ``temporary''  LOAs from consumers  switching 
from their service to another carrier the moment those  consumers 
requested the change or signed new LOAs with the other  carriers.  
Further,  administration  in  such  an  event  would  be   nearly 
impossible, as most consumers do not even contact the old carrier 
when requesting a  change to  a different  carrier.  They  simply 
give authorization to the new  carrier.  Given that carriers  are 
only notified of lost accounts from the local carriers after  the 
switches have been complete, the  old carriers would have no  way 
of knowing from whom to request these temporary LOAs.

     19.  It necessarily follows, therefore, that an old  carrier 
loses authorization when the  carrier change has been  completed, 
and not when the consumer signs a new LOA or otherwise requests a 
carrier change.   That said,  NOS/ANI's statements  to  consumers 
that new LOAs are needed because consumers' new carriers did  not 
pick up all of  their lines are  apparently false and  misleading 
and not based upon  any reasonable interpretation  of the Act  or 
our rules.  In  the unlikely event  that a new  carrier does  not 
pick up all of a consumer's  lines, NOS/ANI would continue to  be 
the  authorized  carrier  until  the  lines  were  switched  over 
notwithstanding the  companies'  dubious policy  against  partial 
accounts.

     20.  NOS/ANI's   Winback    telemarketing   campaign    also 
apparently consisted of calling former customers and  threatening 
them with  service disruption  if  they did  not sign  new  LOAs, 
promising that the LOAs would  be temporary until the  consumers' 
new carriers picked up their lines.  Consumers were told to mark, 
``see attached addendum'' on  the LOAs and  told to include  with 
the LOA  a statement  on company  letterhead that  the LOAs  were 
temporary.  Consumers were apparently told that NOS/ANI could not 
provide them with temporary or  interim LOAs because the FCC  had 
allegedly  only  approved  one   standard  LOA  for  their   use.  
Consumers were apparently assured, however, that if they followed 
these instructions, as soon as their new carrier picked up  their 
lines, all ties  would be severed  with NOS/ANI.  Consumers  were 
apparently called repeatedly with escalating threats to sign  the 
LOAs.  Pressured repeatedly and threatened with business  losses, 
many of these business  consumers apparently signed and  returned 
the LOAs  to NOS/ANI  believing it  was necessary  to keep  their 
lines up while they transitioned to their new carriers.

     21.  In many instances, NOS/ANI then used the LOAs to switch 
the customers  back to  NOS/ANI's service,  oftentimes just  days 
after they had  switched to  their new  carriers.  The  consumers 
contend, however, that they did not intend to give the  Companies 
authority to switch their preferred carriers back to NOS/ANI.  In 
fact, the consumers were attempting to switch from the  Companies 
to new  carriers  and were  only  willing to  stay  on  NOS/ANI's 
services until  their  lines  could  be  switched  to  their  new 
preferred carriers.  As the  evidence establishes, the  consumers 
were unaware that  they had  already been switched  to their  new 
preferred carriers  and  that  they did  not  need  ``temporary'' 
service from NOS/ANI.   The complainants make  it clear that  had 
they had this information, they would not have signed the LOAs. 
     
     22.  In light of the  apparent egregious behavior  evidenced 
by the  consumer  statements,  the  audiotapes,  the  independent 
verification of the facts by  the consumers' local carriers,  and 
other evidence, we direct the Administrative Law Judge  (``ALJ'') 
to  determine  whether  NOS/ANI  engaged  in  a  misleading   and 
continuous  telemarketing  campaign   in  apparent  willful   and 
repeated violation  of section  201(b) of  the Act's  prohibition 
against unjust and unreasonable practices.

B.   Whether NOS/ANI Should Remain Authorized to Act as a  Common 
Carrier

     23.  It appears  that  NOS/ANI  engaged  in  an  unjust  and 
unreasonable marketing practice in apparent violation of the Act.   
It thus  appears that  the continued  operation of  NOS/ANI as  a 
common carrier may not serve the public convenience and necessity 
within the  meaning of  section  214 of  the Act.   We  therefore 
direct the ALJ to determine  whether the NOS/ANI blanket  section 
214 authorization should  be revoked.  Further,  in light of  the 
egregious nature of NOS/ANI's apparently unlawful activities,  we 
direct  the  ALJ   to  determine   whether  specific   Commission 
authorization should be required for NOS/ANI, or the principal or 
principals of NOS/ANI, to  provide any interstate common  carrier 
services in the future.58

                         IV.  CONCLUSION

     24.  In light of the totality of the information now  before 
us, an evidentiary hearing is warranted to determine whether  the 
continued operation of  NOS/ANI as a  common carrier would  serve 
the public  convenience  and  necessity  within  the  meaning  of 
section 214 of the Act.  Further, due to the egregious nature  of 
NOS/ANI's  apparently  unlawful   activities,  NOS/ANI  will   be 
required to show cause why an order to cease and desist from  the 
provision of any interstate  common carrier services without  the 
prior consent  of  the  Commission  should  not  be  issued.   In 
addition, consistent with our practice in revocation proceedings, 
the hearing  will also  address whether  a forfeiture  should  be 
levied against  NOS/ANI for  willful  and repeated  violation  of 
section 201(b) of the Act.

                       V.  ORDERING CLAUSES  

     25.  ACCORDINGLY, IT IS ORDERED  that, pursuant to  sections 
4(i) and 214 of  the Communications Act of  1934, as amended,  47 
U.S.C.   154(i) and  214, the  principal or  principals of  NOS 
Communications, Inc.,  Affinity Network  Incorporated, and  NOSVA 
Limited Partnership ARE DIRECTED TO SHOW CAUSE why the  operating 
authority bestowed on NOS Communications, Inc., Affinity  Network 
Incorporated, and NOSVA Limited  Partnership pursuant to  Section 
214 of the Communications Act of 1934, as amended, should not  be 
REVOKED.
  
     26.  IT IS FURTHER ORDERED that, pursuant to section  312(b) 
of the  Communications  Act of  1934,  as amended,  47  U.S.C.   
312(b), the principal or principals of NOS Communications,  Inc., 
Affinity Network Incorporated, and NOSVA Limited Partnership  ARE 
DIRECTED TO SHOW CAUSE why an  order directing them TO CEASE  AND 
DESIST FROM  THE  PROVISION  OF  ANY  INTERSTATE  COMMON  CARRIER 
SERVICES without the prior consent  of the Commission should  not 
be issued.

     27.  IT IS FURTHER ORDERED that the hearing shall be held at 
a time and location to  be specified by the Chief  Administrative 
Law Judge  in  a  subsequent  order.  The  ALJ  shall  apply  the 
conclusions of law set forth in  this Order to the findings  that 
he makes in that hearing, upon the following issues:
               
          (a)  to determine  whether  NOS  Communications,  Inc., 
               Affinity Network Incorporated,  and NOSVA  Limited 
               Partnership engaged in a misleading and continuous 
               telemarketing campaign  in  apparent  willful  and 
               repeated violation of section 201(b) of the  Act's 
               prohibition  against   unjust   and   unreasonable 
               practices;
          
           (b) to determine,  in  light  of  all  the  foregoing, 
               whether NOS Communications, Inc., Affinity Network 
               Incorporated,  and   NOSVA   Limited   Partnership 
               authorization pursuant to section  214 of the  Act 
               to operate as common carriers should be revoked;

          (c)  to  determine  whether,  in   light  of  all   the 
               foregoing,  NOS  Communications,  Inc.,   Affinity 
               Network   Incorporated,    and    NOSVA    Limited 
               Partnership  and/or  their  principals  should  be 
               ordered to cease and desist from the provision  of 
               any interstate common carrier services without the 
               prior consent of the Commission;

     28.  IT IS  FURTHER  ORDERED  that  the  Chief,  Enforcement 
Bureau, shall be  a party  to the designated  hearing.  Both  the 
burden of proceeding and  the burden of proof  shall be upon  the 
Enforcement Bureau as to issues (a) through (c) inclusive.

     29.  IT IS FURTHER ORDERED that, to avail themselves of  the 
opportunity to  be  heard, the  principal  or principals  of  NOS 
Communications, Inc.,  Affinity Network  Incorporated, and  NOSVA 
Limited  Partnership,  pursuant   to  section   1.91(c)  of   the 
Commission's rules, SHALL FILE with the Commission within 30 days 
of the  mailing  of  this  Order to  Show  Cause  and  Notice  of 
Opportunity for  Hearing  a  WRITTEN APPEARANCE  stating  that  a 
principal or other legal representative from NOS  Communications, 
Inc.,  Affinity   Network   Incorporated,   and   NOSVA   Limited 
Partnership will appear  at the hearing  and present evidence  on 
the  matters  specified  in  the   Show  Cause  Order.   If   NOS 
Communications, Inc.,  Affinity Network  Incorporated, and  NOSVA 
Limited Partnership fail to file a written appearance within  the 
time  specified,  NOS  Communications,  Inc.,  Affinity   Network 
Incorporated, and NOSVA Limited Partnership's right to a  hearing 
SHALL BE DEEMED TO BE WAIVED.  In  the event that the right to  a 
hearing  is   waived,  the   Presiding  Judge,   or  the   Chief, 
Administrative  Law  Judge  if   no  Presiding  Judge  has   been 
designated, SHALL  TERMINATE the  hearing proceeding  as to  that 
entity and CERTIFY  this case  to the Commission  in the  regular 
course of business, and an appropriate order shall be entered.

     30.  IT IS FURTHER  ORDERED that, if  it is determined  that 
NOS Communications,  Inc.,  Affinity  Network  Incorporated,  and 
NOSVA Limited Partnership have  willfully or repeatedly  violated 
any provision of the Act or the Commission's rules cited in  this 
Order to Show  Cause and  Notice of Opportunity  for Hearing,  it 
shall be further determined whether an Order for Forfeiture shall 
be issued pursuant to Section 503(b) of the Communications Act of 
1934, as amended,59 for the maximum forfeiture amount of $120,000 
per day for more than ten  (10) days up to the statutory  maximum 
of $1,200,000.

     31.  IT IS FURTHER  ORDERED that  NOS Communications,  Inc., 
Affinity Network Incorporated, and NOSVA Limited Partnership must 
immediately  modify   their  document   retention  policies,   if 
necessary, to  ensure that  no  arguably relevant  Documents,  as 
defined herein,60 are  destroyed.  This  obligation includes  any 
Documents  relating  to   the  matters   described  above.    NOS 
Communications, Inc.,  Affinity Network  Incorporated, and  NOSVA 
Limited Partnership must retain  all such Documents and  continue 
the modified  document retention  policies for  twenty-four  (24) 
months from the date of this Order unless (1) NOS Communications, 
Inc.,  Affinity   Network   Incorporated,   and   NOSVA   Limited 
Partnership are directed by the Enforcement Bureau to retain such 
Documents and continue the  modified document retention  policies 
until the matter has been finally concluded through issuance of a 
final order in  this proceeding  and exhaustion  of all  possible 
appeals.

     32.  IT IS FURTHER ORDERED that this document constitutes  a 
NOTICE  OF   OPPORTUNITY   FOR  HEARING   pursuant   to   section 
503(b)(3)(A) of the  Communications Act of  1934, as amended,  47 
U.S.C.    503(b)(A),  for  the  potential  forfeiture  liability 
outlined above.

     33.  IT IS FURTHER ORDERED that a copy of this ORDER TO SHOW 
CAUSE AND  NOTICE OF  OPPORTUNITY FOR  HEARING shall  be sent  by 
certified mail, return receipt requested, to NOS  Communications, 
Inc.,  Affinity   Network   Incorporated,   and   NOSVA   Limited 
Partnership at:

NOS Communications, Inc.
6110 Executive Boulevard, Ste. 508
Rockville, MD 20852

Affinity Network, Inc.
4380 Boulder Highway
Las Vegas, NV 89121

NOSVA Limited Partnership
6701 Democracy Boulevard, Ste. 811
Bethesda, MD 20817



                              FEDERAL COMMUNICATIONS COMMISSION

                              Marlene Dortch
                              SecretaryAPPENDIX A
                  AFFIDAVIT OF ROBERT FAULKNER

1.   My name is Robert  Faulkner, and my  address is 170  Emerald 
     Mountain Avenue,  Henderson,  Nevada  89015.   My  telephone 
     number is  (702) 567-9822  and (702)  592-5128.  I  am  over 
     eighteen (18) years old.

2.   From  October  1996  to  April   2002,  I  worked  for   NOS 
     Communications, Inc. (``NOS'')  at 4380  Boulder Highway  in 
     Las Vegas, NV  89121.  I  was last  employed by  NOS as  the 
     Executive Director of Accounts Receivables and  Collections.  
     In that position,  I oversaw all  the collection  activities 
     for NOS  and  its  subsidiaries and  affiliates.   NOS,  its 
     subsidiaries  and  affiliates,  including  Affinity  Network 
     Incorporated and  NOSVA Limited  Partnership, operated  from 
     shared facilities  at the  same Las  Vegas address.    NOS's 
     customers were primarily business customers.  

3.   In December  2001, when  my department  contacted  customers 
     regarding collections, we noticed  that many customers  were 
     complaining that their  services had been  switched back  to 
     NOS without  their authorization  or  that NOS  had  exerted 
     undue pressure  on them  to authorize  such a  switch.   The 
     complaints were  primarily against  NOS's Quality  Assurance 
     (``Winback'') Department.

4.   I began investigating these customer complaints through  use 
     of NOS's telephone monitoring system called NICE.  The  NICE 
     computer system allows access to live or previously recorded 
     (archived) telephone calls throughout the company.   Through 
     NICE, recorded conversations can be sent electronically  via 
     wav files.  At  the time of  my employment, Bill  Fleischman 
     was in charge of the NICE system and Nate Brown was the Vice 
     President of Information Systems. 

5.   As an  authorized user  of the  NICE system,  I listened  to 
     calls  from   the  Winback   Department  and   heard   sales 
     representatives  and   branch   managers   misrepresent   to 
     customers who  had  switched from  NOS  that NOS  was  still 
     showing call traffic from the  customers' line(s) due to  an 
     incomplete preferred  carrier change.   Customers were  even 
     told that NOS was showing up to the minute calls, which  was 
     impossible to view.

6.   The Winback  Department's sales  representatives and  branch 
     managers also told customers that they were calling from the 
     Cancel or Operations  Cancel Department, and  that they  had 
     received an ``alert'' or disconnect order to disconnect  the 
     customer's line(s)  still showing  traffic.  [The  so-called 
     ``alerts'' were lost  traffic reports  from WorldCom,  Inc., 
     from whom NOS resells long distance, showing that a customer 
     had switched 50%  or more  of its lines.   An appearance  on 
     this report would bring the customer to the attention of the 
     Winback Department].  

7.   The customers  were  asked  if  they  wanted  their  service 
     ``taken down'' or ``left up'' while they were being switched 
     to their new carriers.  Confused, the customers often wanted 
     to  contact  their  new  carriers,  but  were  told  that  a 
     resolution was  required  on  that particular  call  or  the 
     line(s) involved would be disconnected.

8.   The customers were told that NOS was carrying the lines at a 
     risk of  being  fined $10,000  to  $40,000 by  the  FCC  for 
     slamming.  The  customers were  asked to  sign a  Letter  of 
     Agency  (LOA)  to  prevent  service  disruption,  under  the 
     misinformation  that  the  LOAs  kept  NOS  from  being   in 
     violation of the FCC's  slamming rules.  Customers, in  fear 
     of losing their lines (especially their toll-free  numbers), 
     reluctantly agreed to sign the LOAs.  They signed under  the 
     belief that it was a  temporary arrangement until their  new 
     carriers completed the switch.

9.   Customers were told that they had  to sign the LOAs for  all 
     of their lines, not just the one(s) showing traffic, because 
     NOS could not  service partial  line accounts.   This was  a 
     ploy to move all of the customer's lines back to NOS.

10.  During  these  calls,   sales  representatives  and   branch 
     managers would  oftentimes practice  what they  refer to  as 
     ``calling as  customer''  (``CAC'').   CAC  is  calling  the 
     customer's local exchange  carrier (``LEC'') and  pretending 
     to  be  the  customer   to  complete  the  carrier   change.  
     Customers were told that the sales representative or  branch 
     manager could complete  a conference call  to the LEC  using 
     the  customer's  name  to  save  the  customer  time.   They 
     misrepresented to customers that these calls could take from 
     20 to 40  minutes, and that  they did not  want to keep  the 
     customer on  the  line  any  longer.   Sometimes  the  sales 
     representatives or branch managers  did what is referred  to 
     as a  ``push  through'',  that is,  they  would  switch  the 
     customer's service without a conference call if the customer 
     had no ``PIC freeze'' restrictions  on his line(s).  CAC  is 
     only necessary  when an  LOA does  not suffice  to switch  a 
     customer's service, such as when there is a ``PIC freeze.''

11.  I have  forwarded  to the  FCC  audiotapes of  some  of  the 
     aforementioned calls to  customers.  The  audiotapes are  of 
     calls made primarily by Tim Slingerland, branch manager, and 
     Marsha Gibbs, sales representative,  during the latter  part 
     of April 2002.  The audiotapes  were recorded live from  the 
     NICE system, and I have marked certain of the tapes with the 
     dates they were  recorded.  The  audiotapes corroborate  the 
     misleading practices I have described herein.

12.  I have  also forwarded  to the  FCC a  copy of  the  Winback 
     Department's  customer   calling   script.   As   with   the 
     audiotapes, the script  further corroborates the  misleading 
     practices of NOS's sales representatives and branch managers 
     as I have  described herein.  The  script was originated  at 
     the start of the ``winback campaign'' in December 2001.   It 
     has been revised several times since, most recently in March 
     or April  2002.   The  scripts were  handed  down  from  top 
     managers to branch managers  and sales representatives,  who 
     have been allowed to ``think on their feet'' and embellish.

13.  Additionally, I have forwarded to the FCC copies of  various 
     NOS emails, memos, customer  complaints, customer lists  and 
     telephone numbers,  reports  (Winback  Tracking,  Settlement 
     Tracking, and Logout), and billing records.


I declare under penalty of perjury that the foregoing is true and 
correct.


/s/__Robert Faulkner____  for      ____ROBERT FAULKNER
Signature                     Business Name                 


Executed on (Date):  3/5/03
APPENDIX B
WINBACK SCRIPT

                    DM PRESENTATION WINBACK 1

Hi (DM NAME) ... this  is ______________ with _____________  your 
current  long  distance  carrier....   How's  yer  day  doing  so 
far....Good?....I noticed where someone put in a request to  move 
your phone  lines  to  another  service....and  I  just  want  to 
apologize because we obviously let you down...and I also want  to 
say thank you for the business you've given us....

And if things don't work  out with yer new carrier....I'd  really 
appreciate it if you'd  give us another  chance.  Your lines  are 
still billing on our service And I imagine you want them left  up 
and running till the new carrier picks them up....right?

     IF YES KEEP GOING...
Now what I'm going to do is send you $500 in pre paid calling  in 
case you do have  any problems.  Because the  last thing we  want 
you to do is to leave with a bad taste in your mouth.

I'm also gonna send you another Letter of Agency.

[MUST SAY]
This will  allow  us to  keep  all  your lines  up  and  running, 
including yer  local  service  (DM NAME)...Just  until  they  can 
properly switch them.

     IF ANY REUTTAL GO HERE
     IF NO REBUTTAL GO TO CLOSE
Now  because  you've  signed   letter  of  agency  with   another 
company....and  they   didn't  pick   up   all  your   lines   at 
once.....this could cause a disruption to your service....so  I'm 
calling to confirm that you still want ALL your lines left up and 
running for now.

     IF ASKED WHY WOULD IT CAUSE A DISRUPTION
Unfortunately (DM  NAME)  ...our  tariff does  not  allow  us  to 
service partial line accounts....and our system is set up to take 
down accounts  that have  partial  lines still  billing...so  I'm 
calling to confirm that you want these lines left up and  running 
for now.

     JUSTIFICATION FOR POLICY

The cost for our company to service...and bill and collect...on a 
partial  line  account...that  may   only  generate  $25-$50   in 
billing... is almost  as high as  the cost to  service an  entire 
account...where all the lines  are billing on our  service...that 
may bill  $250-$500.   So  the bottom  line  is...it's  just  mot 
profitable for us to service partial line accounts.

                          CLOSE AND CAC
If you could grab my fax I  will only take a couple more  seconds 
of your time  ...and we  should be able  to pick  all your  lines 
without having to bother you anymore.  In order to make sure this 
is done correctly....we may  have to conference  you in with  the 
local phone company....which usually takes about 20  minutes...or 
...if it's  ok  to  just  use your  name...we  take  care  of  it 
ourselves...this way we don't have to bug ya anymore is that O.k. 
(MUST WAIT FOR RESPONSE).  Now the fax should be there all I need 
you to do is just  sign and date it and  fax it back at  (COMPANY 
FAX) ...that  way  we'll  be  covered....and  you'll  still  have 
service...

          HOLD FOR L.O.A

(AFTER LOA IS RECEIVED)


Let me ask you...just out of curiosity....why ya leaving?
{Address The Issue}

IF RATE IS ISSUE THEN------------
Oh...I'm sorry...I'll tell you what.....I'm gonna give ya a  nice 
reduction on your rate...this way  you don't have to worry  about 
switching again.

***Reduce Rate only to whatever the rate was before the last rate 
increase.

Question: Can you just leave my lines up for a couple of days?
Answer:  We can leave them until tomorrow, if that will help you.
APPENDIX C

TIDELAND  ELECTRIC TRANSCRIPT
Audiotape # 1, Side B

[First conversation with Marsha Gibbs of NOS/ANI].



Janice:        Good afternoon, Janice Baynor.

Marsha:   Yes, hi,  Janice.   My  name  is  Marsha  Gibbs.    I'm 
          calling  from  ANI  Communications  in  the   Corporate 
          Office.  How are you? 

Janice:        I am fine.

Marsha:   Alright, you know that calls are monitored and recorded 
          for quality  assurance  purposes.  I  and  Timothy,  or 
          someone ... You talked to him.  He's a manager.  He's a 
          branch manager.  He runs our Operations Department. 

Janice:        Uh-uh.

Marsha:   I'm the  Director.  And  so, I  wanted to  call you  on 
          myself because  I wanted  to speak  to you  about  some 
          issues.  The  lines are  still  billing here  with  our 
          company. And  so you're  going to  Sprint from  what  I 
          understand.  Is that correct?

Janice:        Yeah, that's right.

Marsha:   They have not completed the switch. The lines are still 
          billing here with our company. I did not wanna have  to 
          shut these lines off because your business would be  in 
          a detriment, and basically, anybody that calls into the 
          office will have that you are temporarily disconnected.  
          And if you  tried to  dial out  on the  lines that  are 
          still PIC'd here, you wouldn't be able to.

Janice:        Right.

Marsha:   And you have so many lines, you know, that are  billing 
          here, you know, on a large scale.  If we can send you a 
          Letter of Agency, have  you attach a detailed  addendum 
          to  it.  Put  on   the  form  itself,  ``See   attached 
          addendum.''  Cause  I would  much rather  prefer, as  a 
          previous customer of ours,  for you to transition  from 
          our company over to the other one.

Janice:        Yeah
Marsha:   And what I will do is, basically -- and I don't usually 
          make these  types of  calls, but  I wanna  give you  my 
          backline because,  uh, we're  gonna work  through  this 
          process to make sure  that everything transitions  over 
          correctly to them. 

Janice:        Okay, sure.

Marsha:   Okay, and so  my line  directly ... I'm  gonna get  two 
          numbers for  you, actually.  Hold on  for two  seconds, 
          okay?

Janice:        Okay.

[PHONE RINGS]

Marsha:   Okay, Janice.  I'm gonna give  you, uh ... This is  ... 
          This is the line that you  call, but at least you  will 
          have a  way --  two ways  -- of  getting a  hold of  me 
          directly.  It's 702 ...

Janice:   Where are you located?

Marsha:   I'm in Nevada.  Nevada,  originally from Chicago.   Our 
          ... our Corporate Office was in Bethesda, but I -- we -
          - transferred here. 

Janice:        702.

Marsha:   949-4019, and uh,  my secretary's name  is Megan.   And 
          so, if I'm on the phone or on the floor, she will  find 
          me, and get me  on the phone with  you.  My direct,  uh 
          ... my direct  line is (800)  636-6670.  And my  office 
          extension is 5556.  And Megan is within the office, but 
          I just wanted you to have two numbers. 

Janice:        What is your name?

Marsha:   Marsha Gibbs.   G. I. B. B. S.  It's spelled M. A. R. 
S. H. A.

Marsha:   And so I'm gonna send the form over, and I need to, uh, 
          have resolution on this call because what I want you to 
          do is ... I'm gonna tell  you what to write out on  the 
          Addendum.  You need  to state the  company that  you're 
          switching to so that  it's on this  call.  And then  on 
          the form itself we're gonna have you put clearly, ``See 
          attached addendum.''  Because  those are  the terms  of 
          this Letter of Authorization that you're signing.   And 
          then as  soon  as  it  comes in  it  might  erase  your 
          services from us.  All your  ties will be severed  from 
          our company completely.  And we're gonna make sure that 
          this transitions because, you know, this is the  thing.  
          You don't wanna go shutting people's lines down.   Even 
          though, in this particular instance, it's not our fault 
          because they didn't pick it up in time. And no fault to 
          them, it's probably because we  got our alert a  little 
          bit too early before they could finish it. But the last 
          thing you wanna do is do that because this is, uh, very 
          competitive.  You're not with  us right now, but  maybe 
          you might consider our company in the future.

Janice:        Right.

Marsha:   And so, what's the fax number that's closest to you so, 
          uh, right now?  I can get this form over to you.

Janice:        252.

Marsha:   252.
          
Janice:        943.

Marsha:   943.

Janice:        3510.

Marsha:   3510.

Marsha:   Okay, I'm gonna modify it and get it over to you  right 
          now.  If you can  put me on hold  and grab the  company 
          letter head, I'll tell you  exactly what to put.   This 
          is going to take two minutes, and we're done. 

Janice:        Well,  I'm gonna  have to  go ... The  CEO is  not 
          here this afternoon, and I'm ...  He ...We go over  all 
          changes like this before we finalize them with him.  He 
          ...  I'm  expecting  him  back  later  on  ...   [words 
          unclear].

Marsha:   Has Tim ... Has Tim or any body talked to him?  Is this 
          ...

Janice:        I don't think so.  I don't know.

Marsha:   Is this, um ... I'm trying to think.  If ... If I ...

Janice:        If they did call ... [words unclear].

Marsha:   Is it Jeff?

Janice:        No.

Marsha:   Okay, I have Patrick.  Was it him?

Janice:   Uh, no, Patrick is an accountant.

Marsha:   Okay, cause I know that  they talked to several  people 
          here.

Janice:        Yea, they talked ... they talked to, uh,  Patrick.  
          He's the accountant that handles the bills.

Marsha:   Yea, we do have you listed as the key person here.

Janice:        That's right.

Marsha:   And ... And it says temporarily.  My main concern is we 
          don't want  you to  lose service.   At this  point  ... 
          [words unclear].

Janice:        I certainly don't want to either.

Marsha:   Yeah, we haven't  gotten resolution on  it, and  that's 
          why I called  you myself  because I don't  want you  to 
          mistake urgency for pressure.   But this system is  set 
          up  to   cause  disruption   to  everything   effective 
          immediately.  And so I wanted to call and explain it to 
          you, so that we can get this on file.  Because, as  you 
          know, in  our company,  we don't  have contracts,  term 
          plans, or agreements.  So as  soon as they come in  and 
          pick it up, it will be  fine.  But if the service  goes 
          down, it's gonna take them even longer, Janice, to  get 
          it PIC'd to them because they are gonna have to  figure 
          how to bring it back up.  And this is every phone  line 
          that is associated here  with us that's still  billing, 
          which is at this point about 95% of the traffic.

Janice:        Okay.

Marsha:   So, I need to get that back from you. 

Janice:   If ... If you'll get it to me, then I'll ... I'll ... 

Marsha:   It's sitting.   It's sitting  there right  now.  And  I 
          have to confirm with you  on this recorded line that  I 
          received it from you.  That's the reason why I gave you 
          both of my numbers.  Because  once you talk to him,  if 
          they have any questions for me, that's fine.  Our  main 
          point is  ... is  we're respecting  your decision.   We 
          actually want that company to  come in as soon as  they 
          can and  pick it  up.  Because  it's almost  not  worth 
          carrying it if you ... if our company is gonna be at  a 
          liability. And I don't mean  to sound facetious when  I 
          say that at all because we appreciated you as customer, 
          but we want to help them get you over there as soon  as 
          possible  without  ...   with  you   having  a   smooth 
          transition. 

Janice:        Uh well, as soon as I can talk with him ... And  I 
          don't know  what  time he  will  be here.   That's  the 
          thing.

Marsha:   Is there any way you can go ahead and send that over to 
          me?

Janice:        I cannot.

Marsha:   So I can keep this up and running?

Janice:        I cannot.  I have to have a talk with him.

Marsha:   Well, does he have a cell phone where you can put me on 
          hold  and  let  him   know  the  seriousness  of   this 
          situation?

Janice:   Well, he's  actually  ...  He's actually  on  the  golf 
          course ... [word unclear].  He  does not carry a  phone 
          with him.

Marsha:   Okay.

Janice:        But I expect him in later on this afternoon. 

Marsha:   See, that's the thing, Janice, if ... if it's shut  off 
          right now, then you ... he  won't even be able to  call 
          into you to  see what's  going on  because every  phone 
          line [clears throat] is stilling billing here with  our 
          company,  you   know.   And   you're  still   here   on 
          everything.  So, and, uh  ... [unclear word] all  those 
          lines will  be  shut off,  as  well as  all  the  other 
          locations.  Your  800 numbers  are still  billing  here 
          with us.  And you  know, basically, if  ... if the  800 
          numbers  are   shut  down   --  which   is  where   the 
          predominantly ... most of your  business is at --  it's 
          gonna have clearly that  these lines are  disconnected.  
          My concern is the fact that we don't have them in  here 
          trying to pull them  from us.  So  they're going to  be 
          sitting dormant.   That's the  perfect opportunity  for 
          the National SMS to reissue them. 

Janice:   Say that again.  I didn't hear you.

Marsha:   That is the perfect opportunity for another company  to 
          pick them up  on an  open market network,  and you  can 
          possibly lose the  numbers.  So  I'm just  ... I'm  not 
          trying to scare you, I'm  just trying to let you  know, 
          you know, as the Director  of this department what  can 
          happen.  Because  if we  don't get  something to  cover 
          this ... Because your company is gonna be at a  serious 
          detriment. 

Janice:   Why can't you just  continue it until  they can get  an 
          opportunity  to   switch?    That's   what   we   can't 
          understand. 

Marsha:   Okay let  me  explain to  you  why we  can't  do  that.  
          Because you signed a Letter  of Agency with this  other 
          company ... Our company is  not tariffed to do  partial 
          line billing.  We do not ... we're carrying the traffic 
          at a  liability because  we  don't have  permission  to 
          carry it at this point.  For instance, when you  signed 
          that Letter  of Agency  with them,  it voided  out  any 
          authorization that we had to carry this traffic.

Janice:   Well then,  I don't  understand  how something  on  our 
          letterhead could change that.

Marsha:   Your letterhead and  the Letter  of Authorization  from 
          our company.  That's what I'm  asking you for.  It's  a 
          standard Letter of  Agency.  You have  to send over  an 
          addendum on company letter head,  and you will have  to 
          send over the Letter  of Authorization.  We'll have  it 
          on file because we need  to be covered in this  interim 
          period.  I'm sure you, being in business, you know  ... 
          At this point, this company could be at a liability for 
          carrying the  traffic unauthorized.   You know  what  I 
          mean?  It's  just not  worth  the detriment.   So,  you 
          know, we're calling you out of courtesy.  We understand 
          you are leaving our company completely.  So you  should 
          look at it with some  integrity here because we are  at 
          least trying to help you, so ... so that you will  have 
          a transition smoothly to this company. 

Janice:   Yeah, and I ... I appreciate it.  I really do. 

Marsha:   But I can't ... I can't do that, ah, and then have  our 
          company at  risk  because we're  carrying  the  traffic 
          unauthorized.  If  ... It's  risk  free to  you.   It's 
          going to keep  your service up  until its running.   We 
          know you're switching.  We know you're leaving  without 
          a doubt.  It's been stated on several calls.  Why  take 
          the risk? Don't have  the service go  down, and not  be 
          able to call out, and waiting for them to transition it 
          when you know that's gonna slow their process down. And 
          your company will lose in the interim because you  have 
          so many numbers that are billing here.  And that's  the 
          reason we  need  it.   Just like  when  they  come  in, 
          Janice, and they physically  migrate the lines from  us 
          on to  their  company,  the ...  the  information  that 
          they're using that you  gave them would supercede  what 
          you sign with us today. 

Janice:        Uh-um, okay.  Well, I just need to ...to, uh,  get 
          the signature of the CEO.  I need to talk with him, and 
          like I said, he's not available right now.  Uh, can you 
          just give us a little time and let me see if I can,  uh 
          ... see if I can reach him?  I'll try.

Marsha:   You know what?  I'll let you try for a little bit here.  
          And then, uh, if you can't ... because the thing of  it 
          is ... is that we don't  have system over ... we  don't 
          have control over this  system engineering.  I've  held 
          this for as long as I could because I knew that Tim was 
          talking to you about this, trying to get you resolution 
          on it.  At  this point,  it has  to be  urgent for  the 
          director of the whole department  to call you, and  let 
          you know what's  going on.  And  that's my  stand-point 
          right now.   I  have  to  get  resolution  either  way, 
          whether you want us  to go ahead  and proceed with  the 
          take-down, or whether  you want  us to keep  it up  and 
          running.  And this  is normally a,  uh, simple  process 
          because it's temporary.  We  know that you're  leaving.  
          We know that  it's for  the interim  period.  The  only 
          thing that we are asking you  is do us the courtesy  of 
          being covered on  this end  trying to help  you to  get 
          switched over to the other company. 

Janice:        Okay, well,  I still  need to  talk to  him.   You 
          understand that, I'm sure.

Marsha:   Yes, I do.   I have  you authorized as  the signer,  so 
          that's fine when you talk to  him. Can I hold with  you 
          for a little bit while you actually try and call him?

Janice:   What I will have to  do is try to  get up with him  and 
          have him call you.  That's all  that I can do.  I  know 
          that I can't get him, but I can probably get a  message 
          to him to call you.

Marsha:   Okay, and if the lines  are down, I would suggest  that 
          you call them and  try to find  out what they're  doing 
          because they're ... they're still here.  They're  still 
          here, and it's just something else.  I ... I know that, 
          and once again, that's fine.   If that's what you  need 
          to do, that's fine.  But I hope you understand that  we 
          tried to do  everything that  we could on  this end  to 
          pretty much help you.  And  all these 800 numbers,  and 
          everything that`s associated with  all of the  accounts 
          are still here. Last we checked today, 800 numbers  are 
          not even been  requested by this  company as of  today.  
          As of this moment, everything is actively billing.   So 
          it's gonna cause  a disruption to  everything that  you 
          have. 

Janice:   As soon as I can get up with him.

Marsha:   Okay and if it happens  before then ... You  understand 
          what I'm saying.  That's why  I'm asking you if ...  if 
          you can get a message to him and possibly maybe hold me 
          until he gets you. 

Janice:        What is the  problem with you  just continuing  to 
          serve us until ...?

Marsha:   I explained that, I  think, very thoroughly like  three 
          times here.  We  cannot carry the  traffic.  It's  just 
          like somebody walking out of the store with  something, 
          you know, and then asking for them -- the store owner -
          - asking to wait to pay for it.

Janice:        The store haven't received notice for it.

Marsha:   Yes.  Yes, we have got  a disconnect from the local  to 
          disconnect  the  services.   Our  company  is  a   non-
          contractional  company,  Janice.  We  can't  carry  the 
          traffic  unauthorized.    It's   no  shade   of   grey.  
          Basically, we  have permission  or we  don't. When  you 
          signed that  letter,  and  when  they  sent  over  that 
          disconnect, it voided out any authority that we had  to 
          carry the traffic.  I  can't tell you  what to do  over 
          there.  I've been  with this company  now for 6  years, 
          and this business for 10.  And  the thing of it is,  is 
          that I'm  trying  to  understand  from  you  what  your 
          apprehension is.  And I'm trying  to help you keep  the 
          lines up, and I  can't, and I wish  I could, you  know, 
          basically.  But  on a  professional standpoint,  within 
          our  company  right  now  --  and  I'm  sure  you   can 
          understand that -- if it's for 20 minutes, if it's  for 
          an hour, if it's for end of business day today, we have 
          to get  something  from  you   on  file  that  we  have 
          permission to  carry  it  temporarily  in  the  interim 
          period.  And  it's logical,  I think.   If I'm  missing 
          something ... It's a logical explanation, you know -- I 
          would think  --  even for  you  to understand  that  we 
          cannot do it if it's gonna cause us a problem.  And you 
          have to understand something. You're a customer  that's 
          leaving our company. 

Janice:   But you  were  serving  us yesterday.   Why  can't  you 
          continue to serve us?

Marsha:   Because I can't.  That's the  reason why  I called  you 
          today.

Janice:   But, I mean, why? That's what I don't understand.

Marsha:   Because you  signed that  Letter  of Agency  with  that 
          other company.  So, we  are carrying the traffic,  even 
          though they haven't completed.  We know you're going to 
          Sprint, but  they  haven't completed  it  yet,  Janice.  
          They haven't even requested any of the 800 numbers yet. 
          So we know that you're leaving, but we are just waiting 
          for them to come and take it from us. They haven't done 
          that. And then they  send us ...  And then they  notify 
          the local.  The  local sends  us a  disconnect on  this 
          end.  So we're  just sitting here.  We're carrying  the 
          traffic without  authorization.   You cannot  do  that.  
          And  that's  the  reason  why  I  wanted  to  take  the 
          opportunity and call you myself  and explain to you  in 
          detail what it is, and the detriment that you are gonna 
          end up with.  So if I can get this form from you, so we 
          can carry it temporarily until they can pick you up. 

Janice:        Okay, uh  now, you  tell  me, uh,  you're  Marsha, 
          right?

Marsha:   Yes.

Janice:        You tell me I can get you on (702) 949-4019?

Marsha:   Yes.

Janice:        (800) 636-6670?

Marsha:   And you need to call back as soon as possible.   That's 
          why I said I will hold with you for a little bit.

Janice:   Well, I can't.  That wouldn't do any good.  I will have 
          to get a message to him.  That's not going ...

Marsha:   Is there anybody  else that  you can  talk ...  contact 
          that can give you permission to do this if you let them 
          know that the company is  gonna be at standstill?   I'm 
          sure as  the  owner,  or  your  attorney,  or  somebody 
          because you're gonna end  up losing service.  And  then 
          he's gonna come  in as  the owners of  the company  and 
          everything is gonna be down and it was just a matter of 
          signing.


Audiotape # 1, Side A

[Second conversation with Marsha Gibbs of NOS/ANI].

Janice:   Janice Baynor.

Marsha:   Hi Janice, this is Marsha.  I'm back.  Were you able to 
get him?

Janice:   I have not called him.  I expect him to come in come in 
          here by 5:00 or 5:30.

Marsha:   Okay.
 
Janice:        But we haven't been able to get him.

Marsha:   Okay, so what do you want to ...

Janice:        The golf course is about  thirty miles away, so  I 
          don't know. Uh, if I try the house, I don't get anybody 
          there.

Marsha:   You don't get anybody?

Janice:        Uh-uh.

Janice:   His wife teaches at a Community College. 

Marsha:   Whoa.

Janice:        So I ... 

Marsha:   I know he's gonna be  upset because these you know  ... 
          [word unclear)] I checked  the traffic within the  last 
          hour.  And when  was this company  suppose to take  him 
          over?  Do you know?

Janice:   I ... I  thought it was  today, but I  didn't know  for 
          sure.  Cause I  hadn't been doing  ... I hadn't  gotten 
          involved in it until today.

Marsha:   They have not  even requested  one number  and we  have 
          like ...

Janice:        I know.

Marsha:   We have so many numbers that are still billing here.

Janice:        Yeah.

Marsha:   So many ... [words unclear].

Janice:   But you know that's ... that's good for you if  they're 
          still billing ...[words unclear].

Marsha:   But you know what?  The thing of it is that our company 
          standpoint ...  Because they're  calling you  from  our 
          Operation Cancel Department, that's not even the issue. 
          The issue here is ... Yea.  If we continue to bill  you 
          ... Yea, that will be  a benefit for our company.   But 
          can you imagine having, uh,  our company being in  that 
          serious of  a  liability  because  we're  carrying  the 
          traffic  unauthorized?   So  you  know  that's   worse.  
          You're carrying traffic, you know, without consent.

Janice:   But we authorized  you to.    I mean  you were  billing 
          yesterday with us under the same ... [word unclear].

Marsha:   Yea, but since then we have received that disconnect in 
the system.

Janice:   You just told me you had an alert from them.

Marsha:   No.  We received an alert in the system from the  local 
          that you were  switching vendors.  The  company ...  We 
          know that  you're going  with Sprint.   Sprint has  not 
          physically picked up the lines yet, but your intent  is 
          to switch with them.  The whole issue is the fact that, 
          uh, until they request for us to disconnect it.

Janice         [Words unclear].

Marsha:   We're not.  We're not.

Janice:   Why?
 
Marsha:   Because we got  that disconnect from  the local in  our 
          system that you're switching vendors.

Janice:   Local is?  

Marsha:   That's Sprint.  That automatically ...

Janice:        I thought you hadn't heard from Sprint?

Marsha:   No.  Okay, Janice,  the reason you  were called in  the 
          first place by Dalphine is  because there was an  alert 
          in our system that you were switching vendors, okay. We 
          know that you're going to Sprint, okay, because through 
          the conversations  and  because  of the  alert  in  the 
          system, you're going to Sprint.  But, we're looking  at 
          the traffic, and  Sprint has not  picked up the  lines.  
          So we have a disconnect ...  Well, hold on.
Janice:        We're under the  same arrangement  with you  right 
now. 

Marsha:   But you are not right because we did not know it.

Janice:        But the fact that they notified you that's what  I 
          don't understand because they haven't actually switched 
          anything.  So if they notified  you, what does that  do 
          to you?  Tell me that.  I don't understand that.
 
Marsha:   What that  does  to  us is  that  totally  omitted  any 
          authority that  we  had to  carry  any of  the  traffic 
          because they sent that alert in through the system.
 
Janice:        Okay.

Marsha:   And they weren't ready to pick it up yet.
 
Janice:   But what does it do to you as far as you billing us? 

Marsha:   We could be at a serious liability because right now we 
          are billing you  without authorization.   See what  had 
          happened was is that they  put that alert in too  early 
          before they could get it switched.
 
Janice:   But you, you got the same authorization you had a  week 
ago.

Marsha:   But it was voided when we  got ... We didn't know  that 
          you were switching a week ago.  We didn't have an alert 
          in the system until Dalphine called you.

Janice:   But we didn't void it.  So  how can it get voided?   We 
          didn't do it ourselves.
 
Marsha:   When you signed ... When you ... Well, hold on  Janice.  
          When  you  signed  the  Letter  of  Authorization  with 
          Sprint, it voided out any authorization we had to carry 
          the traffic.
 
Janice:   But they  haven't done  it yet,  so until  they do  it, 
          you're still authorized by us.

Marsha:   But we  ...  But  we  ...  But  we  don't  have  proper 
          authorization on file because [words unclear].   You're 
          cutting me off before I can  even answer you.  I ...  I 
          mean, I'm the Director.   I run this Department.   I've 
          been doing this with this company for 6 years.
 
Janice:   Well, I've been doing this for 23.

Marsha:   I can't ... I can't ...  Right.  I can't tell you  what 
          your policies are and  what your procedures are  within 
          that business.  I wouldn't even attempt to try to do it 
          because if you told me that this is what you needed  to 
          have and, you know, that's  how your system is set  up, 
          and that's how,  you know,  the FCC  guidelines are,  I 
          would just honor that.  Because that's you company, and 
          those are  your  policies  and  procedures.   With  our 
          company ... They shouldn't have  sent us ... It's  like 
          they're sending it as it as a disconnect, but they  are 
          just letting the lines sit here.

Janice:   But, what are they sending a disconnect for?

Marsha:   For  us  to  disconnect  the  long  distance  from  our 
company.
 
Janice:   For which line?

Marsha:   All of these  lines.  All of  your service.   Tideland.  
          They sent an alert.  We knew you were switching vendors 
          when we called you because of the alert that was in the 
          system.

Janice:   I understand  that  you  wouldn't have  called  if  you 
          didn't know that.

Marsha:   Right.

Janice:        I  understand  all   that.   But   I  just   don't 
          understand what's the  problem with  you continuing  to 
          carry it until the switch gets made.

Marsha:   Because we  can't now.   Because they  have alerted  us 
          since then that we  should disconnect.  And they  don't 
          have them picked up yet.
  
Janice:        [words unclear] ... disconnect.

Marsha:   Our ...  We got  a disconnect  in our  system from  the 
          local --  from  your local  company  -- that  you  were 
          switching vendors.  It's the same person, Sprint.   So, 
          for instance ... Okay,  right then they  send it in  to 
          us, but they haven't taken anything from us yet.   They 
          haven't even made the request for the 800 numbers to be 
          switched.  So, you're technically ...

Janice:   [Words unclear] ... long  distance business until  they 
          switched.

Marsha:   It  doesn't  matter   because  you   know  what?    The 
          consequences you would have in carrying the traffic  at 
          a liability and billing  you for a  couple days is  not 
          worth the liability that would cost our company.
 
Janice:        What kind of liability would you have, Marsha?

Marsha:   Because we're  carrying  it unauthorized,  our  company 
          could be fined.

Janice:   By whom?
 
Marsha:   By the FCC. 

Janice:   You're carrying it unauthorized?

Marsha:   Yep.  That's the reason.  And they ... And the thing of 
          it is, is that they  should never have even alerted  us 
          if they weren't prepared to switch it.
 
Janice:   Well, that's true.  They shouldn't have.
 
Marsha:   And, you know what  I mean?  I  don't know what  caused 
          you to do this in the first place.  But the thing of it 
          is, is that  this is  not our fault.   We're trying  to 
          help a customer that is  leaving us, you know, and,  uh 
          .... If you send in  an addendum, then it's only  until 
          the company can come and pick you up.

Janice:        Yeah.

Marsha:   You're stating  that clearly  on the  addendum.  You're 
          writing,  ``See  attached  addendum.''   This  call  is 
          monitored.  

Janice:        The addendum ... The addendum ... I told you,  you 
          know, I  don't  mind  saying ...  I  don't  mind  doing 
          something on letterhead  saying please  carry us  until 
          ...

Marsha:   But we have to have  the Letter of Authorization to  go 
          with that  because that's  giving us  authorization  to 
          carry it in  the interim period.   It can't.  We  can't 
          just take that.

Janice:   Marsha, May I say something?  Will you not interrupt me 
          if I try to say something?
 
Marsha:   Yea, that's cause you interrupt  me when I'm trying  to 
          explain something to  you. And I'm  just trying to  let 
          you know because you ... You're trying to come back  at 
          the point that we can't, you know ... Why can't you  do 
          this?   And  I'm   trying  to  tell   you  why.    It's 
          frustrating because  I'm  trying  to tell  you  why  we 
          can't.  And I don't want your ... [word unclear] to get 
          cut off.
.
Janice:        Okay.

Marsha:   I don't want that for your company.  I don't want  that 
          for you cause then you're gonna have to answer to them, 
          you know,  and we  would much  rather that  you have  a 
          smooth transition.  If you just ...

Janice:   What if it may be as  late as Monday?  What would  that 
do?

Marsha:   We'll keep it  up and  running until they  pick it  up.  
          And just to let you know  how simple it is, as soon  as 
          they come in here ... 

Janice:   What if we don't ... if we don't sign anything and they 
          don't get it switched until Monday?

Marsha:   It would cause ... If you don't sign anything and  they 
          don't get  it  switched  until Monday,  it  will  cause 
          disruption to everything that you have.

Janice:        What ...

Marsha:   And I've been waiting  to call you  back before we  did 
          anything on this  end, hoping that  everything will  be 
          alright and, you know, we can go ahead and get what  we 
          needed from you in order to get this done, and I can't.  
          Can't get it from you.

Janice:   I can't do it  without ... without  the CEO because  he 
          gave me a direct order not to, and I can't.  I will get 
          fired if I do it.
 
Marsha:   Yeah, I know.  That's why I don't want ... I know that, 
          and that's  fine.  I'm  gonna  respect that.   But  the 
          thing of  it is,  is  that I  hope  to be  called  soon 
          because as of this point  ... You just said, you  know, 
          you been  with  that  company for  a  long  time.   You 
          probably have a high stature  in that company.  If  you 
          ... if you don't follow his procedures you said you can 
          lose your job.  I'm not gonna go as far as to say  that 
          I could lose my job  because that is not the  detriment 
          for me at this point.  Our company ... My standpoint is 
          more of a company standpoint.  Because you are leaving, 
          and we got the request.  They shouldn't have sent it in 
          to us before they were ready to do this because then we 
          wouldn't be having this conversation right now.
 
Janice:   Then what would you be doing?  You will continue to  be 
          billing us, and they would be in the process of  making 
          the switch.

Marsha:   If they hadn't alerted us.
 
Janice:   We are right now.

Marsha:    If they hadn't alerted us.

Janice:   Yea, that's what I mean. So we ... So they'd be in  the 
          process  of   switching.    You   wouldn't   know   the 
          difference.  So you're saying ...?

Marsha:   Yeah, usually when we get things the ...
  
Janice:        [words    unclear]    ...     operating    without 
          authorization from us ...

Marsha:   No, usually when we get these systems, and usually when 
          the vendors send it in to us, the ... [word unclear] is 
          already cancelled.  You  see what I'm  saying?  It's  a 
          matter of canceling  it out  in the  system.  The  only 
          reason you were called is because your account was  red 
          flagged because you still have traffic with us.
 
Janice:        Well, but  if they  hadn't ...  you hadn't  gotten 
          that disconnect order, then  you'd still be billing  us 
          and they'd be  in the  process of  switching and  you'd 
          never known it.

Marsha:   Right.

Janice:   Then you'd be ...

Marsha:   Right, cause normally ...

Janice:        Providing service with no authorization.

Marsha:   No, that's not  what it  would have  been because  they 
          wouldn't have sent it in  yet. They wouldn't have  sent 
          it until they were ready to send it.
 
Janice:   That's not making any sense.

Marsha:   They wouldn't have normally ... That company  shouldn't 
          have sent us in a cancel until after they were ready to 
          pull all the lines.
 
Janice:        But, what difference ...?

Marsha:   Normally, they cancel ...

Janice:        What difference?

Marsha:   I am sorry.

Janice:   What difference  does  it  make if  they  send  in  the 
          cancel?  If they  hadn't sent  in the  cancel and  they 
          were in  the process  of switching  it then  everything 
          would be fine.

Marsha:   But  we  wouldn't  have  even  known  that  they   were 
          switching it.  But  usually, it would  have been  where 
          everything ... [words unclear].   Like this morning,  I 
          told you, okay  we're gonna  get all  the lines  ported 
          over today.  Okay and they were ready to pick that  up.  
          And we had a  request in the  system that this  company 
          was gonna pick you up.  Cause  it would show us in  the 
          system that  they're  all  on ``D''  status,  which  is 
          disconnect status.  And that, ah, there is a company in 
          here for the 800 numbers,  and we were shown that  they 
          were actually requesting it.  Then you would have  been 
          fine.  Because if  we would  have taken  it down,  then 
          they were ready to pick it up.  In this case, they sent 
          it over here to us and they haven't even requested  any 
          of the 800 numbers and then on most locations -- all of 
          them --  still  have  active calls.   Last  calls  they 
          introduced yesterday and today.

Janice:   But Sprint  tells  me that  they  didn't send  over  an 
order.
 
Marsha:   Yea, they  did.  How  else would  we know?   Logically.  
          Logically, Janice.  If you think about it, Janice,  how 
          else would we know?
 
Janice:   Because one of  the lines  has been  switched, and  the 
          rest of them  haven't.  Uh, who  signed the  disconnect 
          order, cause they  tell me at  Sprint they didn't  send 
          one?

Marsha:   I don't know how they do  it.  I don't know what  their 
          policy is, but  our company was  alerted that you  were 
          switching because if it wouldn't have been, we wouldn't 
          have called and told you.  Okay, if you think about  it 
          logically, if ... Why would we call you and tell you?

Janice:   Would you  like me  to ask  him to  call you  at  those 
          numbers you gave me?  Is that the easiest thing to do?
 
Marsha:   Yea, you can ask him to call me.  Hopefully, he gets to 
me beforehand.

Janice:   Alright, I'll ... As soon as I can get a hold of him, I 
will.  Okay?

Marsha:   Okay, thank you.

Janice:   ThanksAPPENDIX D

NELSON ENGINEERING TRANSCRIPT
Audio Tape # 4, Side A


Julie:         Good morning, Nelson Engineering.

Marsha:   Hi, could I speak to Julie, please?

Julie:         This is Julie.

Marsha:   Hi, Julie.   This is  Marsha Gibbs.   I'm calling  from 
          QuantumLink  Communications.   I   am  Greg   Stewart's 
          directing manager.  I have to  let you know that  calls 
          are monitored for quality assurance purposes.  I wanted 
          to call  you myself  -- I  know that  he spoke  to  you 
          several times --  before we go  proceeding to shut  the 
          lines down and let  you know that  the lines are  still 
          billing here with  our company.  The  company that  you 
          have switched to  has not switched  your services  over 
          yet.  No fault to them.  It is probably that we got our 
          alert a little bit to  soon before they could  actually 
          complete it.  We are still billing you unfortunately on 
          most of the lines on your local and your long distance.  
          And so the  thing of it is  that if I  go in there  ... 
          Because the lines  are still physically  PIC'd here  to 
          us.  We're still physically  your carrier, even  though 
          you went  out  the  door  from  us  a  long  time  ago.  
          Basically, we are still carrying the traffic.  We can't 
          take anything back from  them because it's still  here. 
          That's  the  principle  why  we  need  the  Letter   of 
          Authorization for the interim  period only, until  this 
          company can come in and pick you up.  This way you have 
          a full transition from one  company to another and  you 
          don't have  to worry  about a  disruption.  And  I  had 
          asked them if  they even had  a chance to  talk to  you 
          because they should have attached an explicit  addendum 
          with it stating exactly that  it is for a short  period 
          of time.

Julie:         I didn't do that. 

Marsha:   I don't think he got a chance to tell you, but I wanted 
          to talk  to you  about it  myself because  I feel  more 
          comfortable about this.  Because I wanted to know  what 
          caused you to leave us in the first place, even  though 
          it's like out of my department.  The last thing that we 
          want to do, even though this  is not our fault at  this 
          point, is  have  you lose  service  and then  there  is 
          complete bad light that shines on our company.

Julie:         There shouldn't be any reason that we should  lose 
service.

Marsha:   The reason is  because you  signed a  Letter of  Agency 
          with this other company.  Our company -- we don't  have 
          authorization to carry the traffic anymore, even though 
          the lines are  still physically billing  here with  us.  
          We don't have permission to carry it. 

Julie:         I have never had a problem like that before when I 
          switched from someone else to you guys.  I never had to 
          sign anything.

Marsha:   You know why?  Because here, recently, with all the FCC 
          mandates and because of  all the slamming that's  going 
          on, any company ...  Our company has  not chosen to  do 
          that.  So  in  essence, we  can  carry traffic  for  15 
          minutes, Julie,  without  authorization.  I  wanted  to 
          have an opportunity to call you this morning.  I was in 
          a meeting when he spoke to you.  And so ...

Julie:         This does not say anything...

Marsha:   Right.  Let me tell you why.  Because it is a  standard 
          Letter  of  Agency.   Every  company  that  has  things 
          approved by the FCC has  one standard Letter of  Agency 
          on file.  So in  essence, what we wanted  you to do  -- 
          because it is our standard Letter of Agency ... As  you 
          know, our company  ... We do  not have contracts,  term 
          plans, or agreements.   So you are  in control of  this 
          situation.  As soon as that  company comes in with  the 
          information that  we provided  for them  and they  take 
          your services from us, ties  will be severed.  This  is 
          what I want you to do.  I want you to put on the  form, 
          ``See attached addendum letter.''  And on the  addendum 
          letter ... If you  can grab it,  I'll tell you  exactly 
          what to write  because you  have to  state the  company 
          that you are switching to,  that it's only for a  short 
          period of time until they can pick it up. This call  is 
          monitored in its entirety. 

Julie:         You're recording it.  I am  not.  So I can't  just 
approve anything.

Marsha:   You put, ``See  attached addendum,'' and  then you  put 
          the addendum letter with it  until we get what we  need 
          to keep the services up and running.  Until the company 
          can get  you switched.   As soon  as they  come in  and 
          switch your  services, all  your ties  will be  severed 
          from our company.

Julie:         I called the Public Utilities Commission, and they 
          said that  I don't  have to  sign anything  like  this.   
          They don't know where you guys are coming up with this.

[Tape repeats].

Marsha:   Well, I  don't  know  who you  talked  to  within  that 
          company there,  but I  hope  you understand,  being  in 
          business yourself.  You're leaving  our company, and  I 
          think that your company can show some kind of integrity 
          here.  We're at  least trying  to call you  to let  you 
          know that the company  did not pick you  up and we  can 
          help you if you want us to.  You see what I am  saying?  
          So I don't  see what the  harm would be  in that.   You 
          know we're not trying to ... Because normally, this  is 
          our Cancel Department.  Operations Cancel.  What we  do 
          is, we'll see an account  in the system, and  basically 
          just cancel the shell out  in the system, unless it  is 
          red flagged to  a manager's office  if it has  traffic.  
          So the thing of  it is, you're kind  of between a  rock 
          and a hard place because you want to leave our company.  
          Basically, you have a bad taste in your mouth about our 
          company, yet you're still  here.  The company that  you 
          have switched to has not picked you up yet.  That's not 
          our fault.  What caused you to leave is.  We're calling 
          you out of courtesy  just to ask you  if you wanted  us 
          carry it in the interim period until they can pick  you 
          up.  Whether it's  one day, whether  it's two days  ... 
          Whatever their timeline  is.  You've not  heard me  say 
          one bad thing about the company because I'm sure it's a 
          good company that you're switching to. I'm just telling 
          you what we  need to do  in order to  help you on  this 
          end.  Otherwise, it'll cause a disruption to everything 
          that you have.   And with  us carrying  the local  toll 
          right now ... And I don't know who advised you of  that 
          when you called that  facility because if you're  still 
          PIC'd here with us for local, you are still PIC'd  here 
          for long  distance.  They  have not  even requested  it 
          yet, but we have a disconnection order. 

Julie:         You have a disconnect order from who?

Marsha:   It comes into our  company internally within the  local 
          company within your area.  So in essence, we knew  that 
          you were switching vendors when he called you.  We just 
          didn't have a request from the company yet, and then he 
          found out  from  you it  was  Qwest.  We  look  at  the 
          situation and investigate a little further and that was 
          who you  were  switching  to.   And  Qwest  is  a  good 
          company.  The thing of it  is that we probably got  our 
          alert a little bit to  soon before they could  actually 
          complete it.  So my issue at  hand is that I wanted  to 
          call you myself, tell you the situation of what's going 
          on and the detriment.  I  did go to my director,  which 
          is VP of this company, and I did tell him, ``I need  to 
          talk to her first before we proceed in anything because 
          the lines are still billing here with us.''  And so  if 
          you want,  attach the  addendum  letter, write  it  out 
          explicitly that it's for a short term time.  I'll  tell 
          you exactly what to  write.  You date  it and sign  it.  
          Put on  the  Letter of  Authorization,  ``See  attached 
          addendum.''  I will give you my backline, Julie, and we 
          will track  the traffic.   I would  say, today  is  the 
          23rd.  What  we will do  is, I will  check the  traffic 
          early morning on the 25th, because they should have  it 
          by then, and that  way we'll work  together to get  you 
          transitioned  over   there.    I  apologize   for   any 
          inconvenience that was caused by my company.  The thing 
          of it is, the only thing  that we can do at this  point 
          is make sure that you  have the form transitioned  over 
          to Qwest.

Julie:         I don't know.  I don't like this at all.  I  don't 
          understand why I have to do that when I've never had to 
          do it before.  I do have a bad taste in my mouth  about 
          this company.

Marsha:   Well I  understand that,  but you  have to  understand, 
          too.  Right now you are  leaving our company.  I  don't 
          know any company out there that calls a customer,  lets 
          them know that they still  have traffic, and asks  them 
          if they want them to keep  it up and running until  the 
          new company can get them switched.

Julie:         Well that's just standard.  Everyone does that.

Marsha:   No, everyone does not do that.  Not anymore.

Julie:         All the ones that have integrity do.

Marsha:   Well the thing of it is ... You know what?  I  wouldn't 
          dare come  in  ...  And  I  think  I've  been  as  very 
          professional and very courteous with you as possible on 
          this phone.  I wouldn't dare come in and tell you  what 
          your policies and procedures  are within your  industry 
          or within your business.

Julie:         But I am saying that I  have never had to do  this 
before. 

Marsha:   I understand that, and I  called you to explain to  you 
          why you need  it, because technically,  we do not  have 
          authorization to carry this traffic.  You are switching 
          from our company.  It's still  sitting in here with  us 
          on the local end as well  as long distance, and so  the 
          only thing that we are trying  to do is make sure  that 
          we're covered in that interim period.

Julie:         I think  that  you  guys could  come  up  with  an 
interim one if this ...

Marsha:   Well  unfortunately,  with  the  FCC,  you  don't  have 
          different  Letters  of   Authorization  for   different 
          reasons.  There is a standard Letter of Agency with our 
          company.  It  states very  clearly at  the top  of  the 
          Letter of Authorization  that our company  -- we  don't 
          have any contracts, term plans or agreements, so at any 
          moment a customer can select a switch at any point  and 
          time.  That's your  coverage right  there.  That's  the 
          reason why when they came and you signed that Letter of 
          Agency, we were out of the picture just that quick.

Julie:         A customer does not permit QLC to change  customer 
          service to another telecommunications company.

Marsha:   It is a standard  Letter of Agency, but  the top of  it 
          supercedes anything.  With our company, you don't  have 
          contracts, term plans, or agreements.  So at any  point 
          in time you are not 100% satisfied, we have to pay your 
          PIC fee  and coordinate  your  switch anyway.   We  did 
          that. We  released  everything. The  company  that  you 
          switched to, they have not come in to pick up the local 
          and long distance from  us yet. So what  we did was  we 
          called you out of courtesy,  okay it might take them  a 
          little longer. We will carry the traffic until they can 
          pick you up. You have to understand something, anything 
          that you would  sign with  any other  carrier and  they 
          have your  permission  to  do  it,  it  will  supercede 
          anything that you would sign here with us today because 
          you are in control of the situation. At any moment  you 
          decide you  want to  go and  you gave  another  company 
          permission, it  going to  supercede anything  that  you 
          would sign here  with us  because that  is our  company 
          policy. My main reason is that I really didn't call  to 
          get into a lot of issues...

[Break in conversation].

Julie:         I just called Qwest and they have our lines as  of 
the 17th.

Marsha:   They don't.  Okay, they're  stilling billing here  with 
          us.  They haven't completed this yet.  So the thing  of 
          it is, is that this was a simple call.  If you want  us 
          to go ahead and take it  down, we'll do that, but  they 
          haven't.  It  still  had  A codes  and  everything.  If 
          you're  talking  to  your  salesperson,  he's  probably 
          talking to  a  call center  because  he can't  see  the 
          actual calls on your account.   They submit it for  the 
          order.  That is  why I  said to you  it probably  won't 
          take them any more than a  day or so to get this  done, 
          but they haven't  completed it  yet, so  you are  still 
          physically PIC'd  here  to  us. There  are  two  codes.  
          There is your  PIC code, which  is through your  local.  
          There is a CIC  code, which differentiates one  carrier 
          from another.   That had  not been  completed yet.   At 
          this point and time I guess  that you don't want us  to 
          keep your lines up and running.

Julie:         No I guess not because Qwest told me they have it.

Marsha:   Okay they don't have them, so this is the thing.   What 
          is going to happen is it is going to cause a disruption 
          to everything  that  you have,  as  well as  the  local 
          phone, too, because they  haven't completed it.   (402) 
          241-0340 is still billing here, as well as 1257,  6068, 
          6927.  I  am  giving you  the  last four  digits.   The 
          calling cards don't matter, and (402) 594-6935 ...  Now 
          let me see  what's going  on with your  800 numbers  at 
          this point?   Okay  now  MCI  is  requesting  your  800 
          number.  Are they supposed to?

Julie:         Yes.

Marsha:   Okay.  So you are going to MCI for your long distance?

Julie:         Yes.

Marsha:   Oh  okay.   See  they  need  to  switch  ...  No,  they 
          requested the 800 numbers.  The only thing that we  are 
          concerned about is just  working the land lines.   They 
          are also  PIC'd here  to us.   See the  local --  which 
          brings me back to  my point, which  I explained to  you 
          earlier.  The local has to acknowledge who you switched 
          to because you are in  control of the situation.   They 
          have the PIC code set up for MCI to come in and migrate 
          the services from us to them.  Now they did their  job.  
          The local.  Now it is up  to MCI to make sure that  all 
          the lines  are properly  migrated from  our company  to 
          their company because  we had  you for  local and  long 
          distance.  I'm thinking that might be some of the  time 
          barrier that's maybe taking them  a day or so. The  800 
          number is  already  gone.  The  only  thing that  I  am 
          concerned about is  the five land  lines that you  had.  
          So they're still  physically PIC'd here  on your  local 
          and long distance toll.   So what I want  you to do  is 
          send a  letter of  cancellation  because this  call  is 
          monitored and recorded.   Because very  few times  ever 
          have a customer  say take  it down when  it is  billing 
          here because  really  if you  think  about it,  I  have 
          absolutely nothing to gain either way.  I'm in neutral.  
          My job isn't contingent on anything.  It's just to  get 
          you the information that  is here at  hand and ask  you 
          what you  want  us to  do  with it.   Because  we  have 
          already lost your  business, that's my  only job  right 
          now.  So I take that you  want us to just go ahead  and 
          shut off  the local  and long  distance on  those  land 
          lines.

Julie:         I'm not saying anything.  I am done with this call 
thing.  [Hangs up].

Marsha:   Whatever.  Fine.  I hate this.APPENDIX E
           Consumers who have Signed Sworn Statements
             Regarding Contact Received from NOS/ANI
               after Switching from the Companies

      COMPANY             BTN          DATE OF      DATE OF SWITCH BACK 
                                     SWITCH FROM        TO NOS/ANI
                                       NOS/ANI
Advanced Tex          989/643-5526  4/16/02          N/A61
22040 Gratiot Rd.
Merrill, MI 48637

Al-Tek Transp.        724/872-6709  4/1/02           4/3/0262
Rte. 70 Smithton Rd.
Smithton, PA 15479

Appeal Insurance      770/416-0975  12/3/01          N/A
Company
5548 Naylor Court
Norcross, GA 30092
Arizconsin Group,     715/478-3324  4/1/02           N/A63
Inc., d/b/a Crandon 
Nursing Home
105 West Pioneer St.
Crandon, WI 48637

Bank of the Sierra    559/782-4900  5/1/02           5/16/0264
86 North Main Street
Porterville, CA 
93257

Becker Wagonmaster,   610/395-3745  4/3/02           N/A
Inc.
4611 Hamilton Rd.
Allentown, PA 18103

Century 21 Assoc.     717/243-5325  3/19/02          3/29/0265
398 East High St.
Carlyle, PA 17013

Chicago Title Insur.  603/472-3226  9/12/02          N/A
Co.
75 Federal St., Ste. 
410
Boston, MA 02110

EarthAction Alerts    413/549-8118  6/6/02           6/11/0266
Network
30 Cottage St.
Amherst, MA 01002 

Genisys Financial     949/715-1155  4/15/02          4/17/0267
d/b/a Magellan 
Mortgage
485 E. 17th St.
Costa Mesa, CA 92627 

Nelson Engineering    402/241-0340  4/17/02          N/A
108 E. 23rd
S. Sioux City, NE 
68776 

The Bank of           870/449-4231  4/3/02           N/A
Yellville
P.O.  Box 325
Yellville, AK 72687

Tri-V Services        586/323-9916  5/02             6/0268
607118 Mile Road
Sterling Heights, MI 
48314

_________________________

1    NOS Communications, Inc.  is a  Maryland corporation,  whose 
     principal address  is Ste.  508, 6110  Executive  Boulevard, 
     Rockville,  MD  20852.   Maryland   Dept.  of  Assess.   and 
     Taxation.   (Note:  The  D&B  Business  Information   Report 
     reports a headquarters location at 4380 Boulder Highway, Las 
     Vegas, NV  89121).  NOS  also  conducts business  under  the 
     following business  names: International  Plus, O11,  INETBA 
     (or Internet  Business  Association),  and  I-Vantage.   See 
     Schedule A, List of Company Affiliate ``Providers'',  Letter 
     from Shawn M. Elicegui of Lionel Sawyer & Collins on  behalf 
     of the Companies to the  Nevada Office of Attorney  General, 
     dated April 5, 2002 (``Lionel Sawyer Letter''), File No. EB-
     02-TC-119.  ANI is a  California corporation, whose  mailing 
     address is  4380  Boulder  Highway,  Las  Vegas,  NV  89121.  
     California Secretary  of  State.  (Note:  The  D&B  Business 
     Information Report  reports  an  address  at  9839  Whitwell 
     Drive, Beverly Hills, CA 90210).  ANI also conducts business 
     under   the   business   names   HorizonOne   Communications 
     (``HorizonOne'')     and     QuantumLink      Communications 
     (``QuantumLink'').  See Lionel Sawyer  Letter, File No.  EB-
     02-TC-119.  NOSVA is a  Maryland corporation with  principal 
     offices at 6701 Democracy  Boulevard, Ste 811, Bethesda,  MD 
     20817.  Maryland Dept. of Assess. and Taxation.  (Note:  The 
     D&B Business Information Report  reports an address at  Ste. 
     508, 6110 Executive Boulevard, Rockville, MD 20852).   NOSVA 
     also conducts business under the business name of  CierraCom 
     Systems.  See Lionel Sawyer  letter, File No.  EB-02-TC-119.  
     All of the entities identified herein have in common  either 
     the same  principals  or  officers.  For  purposes  of  this 
     order, the  term  ``NOS/ANI''  (collectively  ``Companies'') 
     includes  all  of  NOS's,  ANI's,  and  NOSVA's   respective 
     entities, identified or unidentified, including any of their 
     respective successors or assigns.  

2    47 U.S.C.  201(b).

3    See Id.

4    See letter from Kecia Boney Lewis of Worldcom, dated January 
     24, 2003 (``January 24, 2003 Worldcom Letter''), File EB-02-
     TC-119.   Although  NOS,  ANI,  and  NOSVA  are  set  up  as 
     different  corporations,  they  apparently  share  the  same 
     offices,  directors,  and  major  shareholders.   They  also 
     appear to share the same employees and conduct telemarketing 
     activities  from  shared  facilities   in  Las  Vegas,   NV.  
     Although the companies report  separate principal places  of 
     business in Las Vegas, NV  (NOS and NOSVA) and Los  Angeles, 
     CA (ANI),  Marsha  Gibbs,  a  NOS/ANI  employee,  identified 
     herself in recorded conversations as calling from various of 
     the entities named herein from the same telephone numbers in 
     Las Vegas and the same corporate location in Las Vegas.  For 
     whichever entity  she identified,  she frequently  told  the 
     consumer that  she was  calling from  the corporate  office.  
     For example, although ANI is a California corporation with a 
     principal address  in  Los  Angeles,  CA,  in  one  recorded 
     conversation, Ms. Gibbs told a consumer that she was calling 
     from the  corporate  office  in Nevada  and  gave  a  Nevada 
     telephone number where she could be reached.

               Yes, hi Janice.  My name is  Marsha 
               Gibbs.   I'm   calling   from   ANI 
               Communications  in  the   corporate 
               office. . . 

                              * * *
               I'm  in  Nevada,  originally   from 
               Chicago.  Our corporate office  was 
               in  Bethesda  [Maryland],  but   we 
               transferred  here...   [702]   949-
               4019.  And my  secretary's name  is 
               Megan.  And if I'm on the phone  or 
               on the floor, she will find me, and 
               get me on the  phone with you.   My 
               direct line is (800) 636-6670,  and 
               my office extension is 5636.

     See Audiotape  # 1,  File No.  EB-02-TC-119.  See  also  the 
     transcript of this conversation between Ms. Janice Baynor of 
     Tideland Electric Membership  Corporation of Pantego,  North 
     Carolina and  Ms.  Gibbs  of  NOS/ANI  (``Tideland  Electric 
     Transcript''), attached  hereto as  Appendix C.   Ms.  Gibbs 
     gave the same Nevada telephone number, fax number, and toll-
     free number and extension where she could be reached to  all 
     the consumers,  regardless of  which entity  she  identified 
     herself as associated.  

     Accordingly, in the absence of any evidence to the contrary, 
     it appears that NOS,  ANI, and NOSVA are  alter egos of  the 
     same company, and therefore, will  each be held jointly  and 
     severally  liable  for  any  apparent  violations  discussed 
     herein.

5    See CCN, Inc.,  et al., Order  to Show Cause  and Notice  of 
     Opportunity for Hearing, 12 FCC Rcd 8547 (1997)(CCN).

6    Id.

7    See Affidavit of  Robert Faulkner (``Faulkner  Affidavit''), 
     File  No.  EB-02-TC-119,  attached  hereto  as  Appendix  A.  
     According to  Mr.  Faulkner, he  was  employed by  NOS  from 
     October 1996  to  April  2002.   In  his  last  position  as 
     Executive Director of Accounts Receivables and  Collections, 
     he was  responsible  for  overseeing  the  collections  from 
     NOS/ANI  customers.    In  December   2001,  after   NOS/ANI 
     implemented  their  new  "Winback"  Campaign,  Mr.  Faulkner 
     noticed a marked  increase in  customer complaints  alleging 
     that their service had been switched back to NOS/ANI without 
     their authorization or that the Winback or Quality Assurance 
     Department had exerted undue  pressure on them to  authorize 
     such a switch.  Id.

8    Mr. Faulkner  provided the  Bureau  with six  audiotapes  of 
     conversations  between  NOS/ANI  sales  representatives  and 
     consumers,  which  he  states  he  recorded  live  from  the 
     Companies' computer  telephone monitoring  system, the  NICE 
     sytem, during the latter part  of April 2002.  Mr.  Faulkner 
     also provided the Bureau with a telemarketing script, titled 
     ``DM Presentation  Winback  1'',  the  names  and  telephone 
     numbers of customers,  and copies  of email  correspondences 
     between himself and  other members  of management  regarding 
     the consumer  complaints  described  herein.   See  Faulkner 
     Affidavit, Appendix A.

9    See Appendix E.

10   For the consumers  who were induced  into signing the  LOAs, 
     based on  apparent  misrepresentations,  NOS/ANI  apparently 
     used or attempted to use the LOAs as authority to switch the 
     consumers back to the Companies' services.

11   See Faulkner Affidavit, Appendix A.

12   In fact, as explained infra  at paragraph 11, NOS/ANI had  a 
     ``Winback Script'' that appears to have set the general  and 
     specific parameters for these discussions.

13   Apparently NOS/ANI believed consumers would not be  deceived 
     into believing that their lines  were in imminent danger  of 
     disconnection if they realized the  caller was from a  sales 
     department.  See Faulkner Affidavit, Appendix A.

14   Apparently disconnect orders are not sent by local  exchange 
     carriers  to  interexchange  carriers  (``IXCs''),  such  as 
     NOS/ANI prior to the completion of a switch.  Once a  switch 
     has been  completed, IXCs  receive reports  showing lost  or 
     gained  accounts.   These  reports  reflect  only  completed 
     switches either to or from  the IXC.  See letter from  Kecia 
     B. Lewis of Worldcom, dated  March 3, 2003 (``March 3,  2003 
     Worldcom Letter''), File No. EB-02-TC-119.

15   For example, in the case of Nelson Engineering Construction, 
     Inc. (``Nelson Engineering'') of  Sioux City, Nebraska,  Ms. 
     Gibbs of NOS/ANI  informed the consumer  that before  NOS/AN 
     shut the consumer's  lines down, she  was calling to  inform 
     the consumer that the lines  were still billing because  the 
     new carrier had not switched then over yet:

          I wanted to call you myself - I know that  he 
          spoke to  you several  times -  before we  go 
          proceeding to shut the lines down and let you 
          know that the  lines are  still billing  here 
          with our company.  The company that you  have 
          switched to  has not  switched your  services 
          over yet.

     See Audiotape  # 4,  File No.  EB-02-TC-119.  See  also  the 
     transcript of this  conversation between Ms.  Julie Suhr  of 
     Nelson  Engineering  and  Ms.  Gibbs  of  NOS/ANI  (``Nelson 
     Engineering Transcript''), attached hereto as Appendix D.

16   Id.

17   Id.

18    Id.  To convince consumers that their lines had not already 
     been switched to their new carriers, NOS/ANI representatives 
     apparently represented that they were viewing the consumers' 
     call traffic live or within the past hour.  For example,  in 
     the case of  Tideland Electric,  Ms. Gibbs  stated that  she 
     ``checked the  [call] traffic  within the  last hour,''  and 
     that Tideland  Electric's  lines were  still  billing.   See 
     Appendix C.  She later told Ms. Baynor of Tideland  Electric 
     that she was actually looking at its call traffic and  could 
     tell that the new carrier had not picked up the lines.   Id.  
     Worldcom has confirmed,  however, that  NOS/ANI cannot  view 
     live call traffic  and does  not receive  call traffic  data 
     information  from  MCI  for  at   least  a  day  after   its 
     occurrence.  See March 3, 2003 Worldcom Letter, File No. EB-
     02-TC-119.

19   See Note 14, supra. 

20   Nelson Engineering is a specific example of a consumer  that 
     was contacted by NOS/ANI after its lines had been  switched.  
     In that case  Nelson Engineering's  local service  provider, 
     Qwest Communications, Inc. (``Qwest''), confirmed in writing 
     that the  consumer's lines  were  switched from  NOS/ANI  on 
     April 17,  2002.  See  email from  Richard Denny  of  Qwest, 
     dated March 6, 2003,  File No. EB-02-TC-119.   Nevertheless, 
     during a conversation between Ms. Suhr of Nelson Engineering 
     and Ms.  Gibbs  of NOS/ANI  on  April 23,  2002,  Ms.  Gibbs 
     insisted  that  Nelson  Engineering's  lines  were   ``still 
     sitting in here  with us on  the local end  as well as  long 
     distance.''  Ms. Gibbs further stated that ``[w]hat is going 
     to happen is it is going to cause a disruption to everything 
     that you have, as well as the local phone, too, because they 
     haven't completed it.    See Nelson Engineering  Transcript, 
     Appendix D.

21   See Faulkner Affidavit, Appendix A.

22   See, for example, Nelson Engineering Transcript, Appendix D, 
     and Tideland Electric Transcript, Appendix C.

23   See Nelson Engineering Transcript, Appendix D.

24    Id.

25   Id.  Consumers were apparently told to include with the  LOA 
     an addendum statement  on company letterhead  that the  LOAs 
     were temporary.  Consumers were told that NOS/ANI could  not 
     send them temporary  or interim LOAs  because allegedly  the 
     FCC had only approved one standard LOA for their use.  Id.

26   See Tideland Electric Transcript, Appendix C.

27   Id.  Ms. Gibbs states, specifically:

          [Y]ou signed  a Letter  of Agency  with  this 
          other company... Our company is not  tariffed 
          to  do   partial  line   billing...   [W]e're 
          carrying the traffic  at a liability  because 
          we don't have permission to carry it at  this 
          point.  For  instance, when  you signed  that 
          Letter of Agency with them, it voided out any 
          authorization  that  we  had  to  carry  this 
          traffic.

     Id.

28   Id.  See also Nelson Engineering Transcript, Appendix D.

29   See Tideland Electric Transcript, Appendix C.

30   Id.  Ms. Gibbs  even went  so far  as to  suggest she  could 
     contact the CEO directly through his cell phone or,  failing 
     that,  if  there  was  an  ``owner,  or  your  attorney   or 
     somebody'' who could sign.  Id.

31   Id.    Ms.  Gibbs  threatened  that  disconnection  of   the 
     business's 800 numbers could  mean ``serious detriment''  to 
     Tideland Electric as well as  the permanent loss of its  800 
     numbers if they were  placed back in  the open market.   She 
     stated specifically:

          See, that's the thing, Janice, if ... if it's 
          shut off right now, then you ... he [the CEO] 
          won't even be  able to call  into you to  see 
          what's going  on  because  every  phone  line 
          [clears throat]  is still  billing here  with 
          our company, you know.  And you're still here 
          on everything.   So,  and,  uh  ...  [unclear 
          word] all those  lines will be  shut off,  as 
          well as all  the other  locations.  Your  800 
          numbers are still billing here with us.   And 
          you  know,  basically,  if  ...  if  the  800 
          numbers are shut down  -- which is where  the 
          predominantly ... most of your business is at 
          -- it's gonna have  clearly that these  lines 
          are disconnected.   My  concern is  the  fact 
          that we  don't have  them in  here trying  to 
          pull them from  us.  So they're  going to  be 
          sitting   dormant.    That's   the    perfect 
          opportunity for the  National SMS to  reissue 
          them. . . That is the perfect opportunity for 
          another company to  pick them up  on an  open 
          market network, and you can possibly lose the 
          numbers.  So I'm just  ... I'm not trying  to 
          scare you, I'm just  trying to let you  know, 
          you know, as the Director of this  department 
          what can  happen.  Because  if we  don't  get 
          something to  cover  this  ...  Because  your 
          company is gonna be at a serious detriment. 
     Id.

32   See Nelson Engineering Transcript, Appendix D.

33   Id.

34   See email from Richard Denny of Qwest, dated January 28, 
2003.

35   See telemarketing script, titled ``DM Presentation  Winback 
     1'' (``Winback Script''), File No. EB-02-TC-119, a 
     reproduction of which is attached hereto as Appendix B.

36   See Faulkner Affidavit, Appendix A.
     
37   See Winback Script, Appendix B.

38   Id.  Similar to  the case of  Nelson Engineering,  discussed 
     previously, and other consumer allegations, the script  also 
     instructs  the  representative  that  he  must  inform   the 
     consumer that  his  local service  was  also at  risk.   The 
     script appears to make no distinction between consumers  who 
     had local service with NOS/ANI at the time and those who did 
     not.  Specifically, the script states:

          [MUST SAY]

          This will allow us to keep all your lines  up 
          and  running,  including  your  [sic]   local 
          service ...  Just  until  they  can  properly 
          switch them.

     Id.

39   Id.

40   Id.

41   Id.

42   Id. 

43   Id.

44   Id.  

45   See Faulkner Affidavit, Appendix A.

46   See  letter  from  Citizens  Communications  Company,  d/b/a 
     Frontier (``Frontier Letter''), File No. EB-02-TC-119.

47   See Declaration  of Christina  Rose Spencer,  Administrative 
     Assistant, Arizconsin  Group,  Inc., d/b/a  Crandon  Nursing 
     Hone, File No. EB-02-TC-119.

48   See Frontier Letter, File No. EB-02-TC-119.  In the Frontier 
     letter,  as  well  as  with  other  local  exchange  carrier 
     (``LEC'')  responses  that  the  Bureau  received  regarding 
     preferred  carrier   changes  submitted   by  NOS/ANI,   the 
     responsible  carrier   is   shown   as   MCI   or   Worldcom 
     (``MCI/Worldcom'').    This   occurs   because    switchless 
     resellers of  long  distance,  such  as  NOS/ANI,  typically 
     submit preferred  carrier changes  to the  subscriber's  LEC 
     using  the  carrier  identification  code  assigned  to  the 
     underlying carrier.  Therefore,  the LEC  records will  show 
     the change was made  by the underlying  carrier and not  the 
     switchless reseller.  In this case, NOS/ANI is a  switchless 
     reseller of  MCI/Worldcom long  distance.  Accordingly,  for 
     ease and simplicity in this  Order, even when LEC  responses 
     refer to MCI/Worldcom, we will only refer to NOS/ANI when it 
     is the responsible carrier.  With regard to Crandon Nursing, 
     specifically, the Bureau  has received written  confirmation 
     from Worldcom that NOS/ANI was its reseller involved in  the 
     requested preferred  carrier change  described herein.   See 
     January 24, 2003 Worldcom letter, File EB-02-TC-119.

49   See Frontier Letter, File No. EB-02-TC-119. 

50   Id. 

51   Id.

52   Id.

53   Id.

54   Id.

55   For example,  in  the  case of  EarthAction  Alerts  Network 
     (``EarthAction'') of  Amherst, Massachusetts,  the  consumer 
     switched its services from NOS/ANI on June 6, 2002 to Global 
     Crossing and was switched back to NOS/ANI on June 11,  2002.  
     See letter from Verizon,  dated December 9, 2002  (``Verizon 
     letter''), File  No. EB-02-TC-119.   Also,  in the  case  of 
     Genisys  Financial,  d/b/a  Magellan  Mortgage   (``Magellan 
     Mortgage'') of Costa Mesa, California, the consumer switched 
     it services from NOS/ANI  on April 14,  2002 to Unidial  and 
     was switched back to NOS/ANI on April 17, 2002.  See  letter 
     from SBC Telecommunications,  Inc., dated  January 15,  2003 
     (``SBC letter''), File No. EB-02-TC-119.  

56   In the  case  of  EarthAction,  the  consumer  switched  its 
     services away from NOS/ANI again  14 days later on June  25, 
     2002.  See Verizon  letter, File No.  EB-02-TC-119.  In  the 
     case  of  Magellan  Mortgage,  the  consumer  switched   its 
     services away from  NOS/ANI again  22 days later  on May  9, 
     2002.  See SBC letter, File No. EB-02-TC-119.  

57   47 U.S.C.  201(b). 

58   See CCN, 12 FCC Rcd 8547.

59   47 U.S.C.  503(b).

60   "Document" shall  mean the  complete  original (or  in  lieu 
     thereof, exact copies of the original) and any non-identical 
     copy  (whether  different  from  the  original  because   of 
     notations on the copy or otherwise), regardless of origin or 
     location,  of  any  written,  typed,  printed,  transcribed, 
     taped,  recorded,  filmed,   punched,  computer-stored,   or 
     graphic matter of every type and description, however and by 
     whomever  prepared,   produced,   disseminated,   or   made, 
     including  but  not  limited  to  any  advertisement,  book, 
     pamphlet, periodical,  contract, correspondence,  facsimile, 
     e-mail, file, invoice,  memorandum, note, telegram,  report, 
     record,  handwritten  note,  working  paper,  routing  slip, 
     chart, graph,  photograph,  paper, index,  map,  tabulation, 
     manual, guide, outline, script, abstract, history, calendar, 
     diary,  agenda,  minute,  marketing  plan,  research  paper, 
     preliminary drafts, or  versions of  all of  the above,  and 
     computer material (print-outs, cards, magnetic or electronic 
     tapes,  disks  and  such  codes  or  instructions  as   will 
     transform such computer materials into easily understandable 
     form).

61   ``N/A''  designates  that  customer  was  not   successfully 
     switched back to NOS/ANI.

62   Customer switched away from NOS/ANI again on 4/17/02 and 
added a freeze to account.

63   On 4/13/02, NOS/ANI  apparently submitted an  LOA to  switch 
     the consumer back to its services, but the LOA was  rejected 
     because the consumer's services  had just been changed  from 
     NOS/ANI.  According to Frontier, thereafter, it received two 
     different telephone  calls from  people claiming  to be  Ms. 
     Spencer and requesting that the consumer be switched back to 
     NOS/ANI.  Ms. Spencer confirmed  that she did not  authorize 
     the requested  changes,  and  on April  15,  2002,  went  to 
     Frontier's office and signed a freeze on the account.

64   Customer switched away from NOS/ANI again on 7/16/02.

65   Customer switched away from NOS/ANI again on 4/11/02 and 
added a freeze to account.

66   Customer switched away from NOS/ANI again on 6/2502.

67   Customer switched away from NOS/ANI again on 5/9/02.

68   Customer switched away from NOS/ANI again in 8/02.