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                           Before the
                Federal Communications Commission
                      Washington, DC 20554


In the Matter of               )       File No. EB-03-IH-0707
                              )
Virgin Islands Telephone       )       Acct. No. 200432080300
Corporation d/b/a Innovative   )
Telephone, Innovative Long     )       FRN Nos. 0004-5555-95, 
Distance, Inc., and Vitelcom   )       0007-4521-54, and 0005-
Cellular, Inc. d/b/a           )       0870-20
Innovative Wireless

                         CONSENT DECREE

     1.   The Enforcement Bureau (the ``Bureau'') of the Federal 
        Communications Commission (``FCC'' or ``Commission'') 
        and Innovative Communications Corporation (``ICC''), by 
        their respective authorized representatives, hereby 
        enter into this Consent Decree for the purpose of 
        terminating the Bureau's investigation into whether 
        Virgin Islands Telephone Corporation d/b/a Innovative 
        Telephone, Innovative Long Distance, Inc., and Vitelcom 
        Cellular, Inc. d/b/a Innovative Wireless (collectively 
        ``ICC Entities'') violated Sections 52.17, 54.706(a), 
        and 64.604 of the Commission's rules, 47 C.F.R.  
        52.17, 54.706(a), and 64.604, requiring carriers 
        providing interstate telecommunications services to 
        contribute to the Universal Service Fund (``USF''), the 
        Telecommunications Relay Service (``TRS'') Fund, and the 
        North American Numbering Plan Administration (``NANPA'') 
        Fund.

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

          (a)  The ``Act'' means the Communications Act of 1934, 
            as amended, 47 U.S.C.  151 et seq.

          (b)  ``Adopting Order'' or ``Order'' means an order of 
            the Commission or the Bureau adopting this Consent 
            Decree.

          (c)  The ``Bureau'' means the Enforcement Bureau of the 
            Federal Communications Commission.

          (d)  The ``Commission'' or ``FCC'' means the Federal 
            Communications Commission.

          (e)  ``Effective Date'' means the date on which the 
            Commission or the Bureau releases the Order.

          (f)  ``Investigation'' means the investigation 
            initiated by the Bureau's February 4, 2004 letter of 
            inquiry concerning possible violations of the Rules.

          (g)  ``Parties'' means ICC and the Bureau.

          (h)  ``Rules'' means the Commission's regulations set 
            forth in Title 47 of the Code of Federal 
            Regulations.

          (i)  ``ICC'' or the ``Company'' means Innovative 
            Communications Corporation and all parents, 
            subsidiaries, divisions, and affiliates, and each of 
            their respective officers, directors, employees, 
            agents, representatives, or any other person acting 
            or purporting to act on behalf of ICC, or its 
            successors or assigns, including but not limited to 
            Virgin Islands Telephone Corporation d/b/a 
            Innovative Telephone, Innovative Long Distance, 
            Inc., and Vitelcom Cellular, Inc. d/b/a Innovative 
            Wireless.

I.   BACKGROUND

     3.   Pursuant to sections 52.17, 54.706(a), and 64.604 of 
        the Rules, carriers that provide interstate 
        telecommunications service are required to contribute to 
        the USF, TRS Fund, and the NANPA Fund.  47 C.F.R.  
        52.17, 54.706(a), and 64.604.

     4.   ICC offers local, long distance, and wireless voice and 
        data services to residential and business customers 
        through its subsidiaries Virgin Islands Telephone 
        Corporation, Innovative Long Distance, Inc., and 
        Innovative Wireless.  On February 4, 2004, the Bureau 
        issued a letter of inquiry (``LOI'') initiating an 
        investigation regarding ICC's compliance with its 
        universal service, TRS, and NANPA contribution 
        obligations.1  On March 2, 2004, ICC submitted responses 
        to the LOI.  Subsequent to this filing, the Bureau 
        requested additional information from ICC on May 5, 
        2004,2 for which ICC submitted responses on May 12, 
        2004.    

     5.   Prior to and during the investigation, the ICC Entities 
        have made efforts to pay their USF debt by sending 
        additional payments in certain months.  Since the 
        investigation began, ICC timely provided responses to 
        our inquiries and coordinated with Bureau staff in 
        providing the information requested.  ICC is currently 
        up-to-date on all of its universal service, TRS, and 
        NANPA contribution obligations.

II.  AGREEMENT

     6.   The Parties agree that the provisions of this Consent 
        Decree shall be subject to final approval by the Bureau, 
        through the entry of the Order, which shall immediately 
        resolve and terminate the Investigation.

     7.    The Parties agree that this Consent Decree does not 
        constitute either an adjudication on the merits or a 
        factual or legal finding or determination regarding any 
        compliance or noncompliance with the requirements of the 
        Act or the Commission's rules and orders.  The Parties 
        agree that this Consent Decree is for settlement 
        purposes only and that by agreeing to this Consent 
        Decree, ICC does not admit or deny liability for 
        violating any statute, regulation, or administrative 
        rule in connection with the matters that are the subject 
        of this Consent Decree.

     8.   ICC agrees that it has implemented or will implement, 
        within thirty (30) calendar days after the Bureau 
        releases the Order adopting this Consent Decree, an 
        internal compliance program (the ``Program'') to ensure 
        ICC's future compliance with the Commission's USF, TRS 
        Fund, and NANPA Fund contribution requirements.  The 
        Program will include, at a minimum, the following 
        components: 

     (a) Compliance Manual.  The Company shall develop and update 
     as necessary a Compliance Manual for timely paying and 
     filing USF, TRS Fund, and NANPA Fund contributions.  Company 
     personnel shall have ready access to the Compliance Manual 
     and are to follow the procedures contained in it.  The 
     Compliance Manual will describe the universal service rules 
     and requirements as they apply to ICC.  The Compliance 
     Manual will encourage personnel to contact the Company's 
     Legal Department, the Company's Chief Executive, and/or the 
     Company's Chief Financial Officer with any questions or 
     concerns that arise.

     (b) Compliance Training Program.  The Company shall 
     establish an FCC compliance-training program for employees 
     who are involved in the payment of USF, TRS Fund, and NANPA 
     Fund contributions.  Training will be conducted (i) at least 
     annually to ensure compliance with the Commission's 
     regulations governing payment of USF, TRS Fund, and NANPA 
     Fund contributions and (ii) for any new employee, who will 
     be involved with the payment of USF, TRS Fund, and NANPA 
     Fund contributions, within the first thirty (30) days of 
     employment.

     (c) Designated Contact.  The Company will designate one 
     employee as the point of contact for all regulatory 
     compliance matters associated with the payment of USF, TRS 
     Fund, and NANPA Fund contributions.

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

     9.   ICC agrees to make a voluntary contribution to the U.S. 
        Treasury in the amount of forty-five thousand dollars 
        ($45,000.00) within 10 days after the Order becomes a 
        Final Order.  ICC must make this payment by check, wire 
        transfer, or money order drawn to the order of the 
        Federal Communications Commission.  The check, wire 
        transfer, or money order shall reference ``Acct. No. 
        200432080300'' and FRN Nos. 0004-5555-95, 0007-4521-54, 
        and 0005-0870-20.  If ICC makes this payment by check or 
        money order, it must mail the check or money order to: 
        the Forfeiture Collection Section, Finance Branch, 
        Federal Communications Commission, P.O. Box 73482, 
        Chicago, Illinois, 60673-7482.  If ICC makes this 
        payment by wire transfer, it must wire such payment in 
        accordance with Commission procedures for wire 
        transfers.  

     10.  ICC agrees to make timely payment, through the ICC 
        Entities, to the universal service fund of its monthly 
        contribution amount and late payment fees, if any, as 
        required by the Commission's rules.  ICC also agrees to 
        make timely payment, through the ICC Entities, to the 
        TRS fund and NANPA fund, of its assessed contribution 
        amounts, as required by the Commission's rules.

     11.  The Parties agree that this Consent Decree shall become 
        effective on the Effective Date and shall expire two (2) 
        years after the Effective Date.  On the Effective Date, 
        the Order and this Consent Decree shall have the same 
        force and effect as any other order of the Commission.  
        Any material violation of any term of this Consent 
        Decree shall constitute a violation of a Commission 
        order entitling the Commission to exercise any rights 
        and remedies attendant to the enforcement of a 
        Commission order.

     12.  This Consent Decree and Order may be extended by the 
        Bureau upon a final, non-appealable judicial or 
        administrative ruling that ICC has materially failed to 
        comply with the terms of this Consent Decree.

     13.  ICC acknowledges that the Bureau has jurisdiction over 
        it and this matter, and has the authority to enter into, 
        and adopt, this Consent Decree.

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

     15.  The Parties agree that if ICC, the Commission, or the 
        United States on behalf of the Commission brings a 
        judicial action to enforce the terms of the Order 
        adopting this Consent Decree, neither ICC nor the 
        Commission shall contest the validity of the Consent 
        Decree or the Order, and ICC will waive any statutory 
        right to a trial de novo regarding the terms or validity 
        of the Consent Decree.  ICC, however, may present 
        evidence that it has not violated the Consent Decree.

     16.  ICC agrees to waive any claims it may otherwise have 
        under the Equal Access to Justice Act, Title 5 U.S.C.  
        504 and 47 C.F.R.  1.1501 et seq.

     17.  In express reliance on the covenants and 
        representations in this Consent Decree, the Bureau 
        agrees to terminate the Investigation without any 
        finding of liability on the part of ICC.  This Consent 
        Decree shall constitute a final settlement between the 
        Parties of the Investigation.

     18.  The Bureau agrees that, in the absence of material new 
        evidence related to the matters that were the subject of 
        the Investigation, it will not institute, on its own 
        motion, any new proceeding, formal or informal, or take 
        any action on its own motion against ICC for possible 
        past violations of the contribution rules of the 
        Commission in connection with the universal service and 
        other reporting and contribution requirements.  The 
        Bureau also agrees that, in the absence of material new 
        evidence related to these matters, it will not use the 
        facts developed in the Investigation through the 
        Effective Date, or the existence of this Consent Decree, 
        to institute on its own motion any new proceeding, 
        formal or informal, or to take any action on its own 
        motion, against ICC concerning the matters that were the 
        subject of the Investigation.  The Bureau further agrees 
        that, in the absence of material new evidence related to 
        these matters, it will not use the facts developed in 
        this Investigation through the Effective Date, or the 
        existence of this Consent Decree, to institute on its 
        own motion any proceeding, formal or informal, or take 
        any action on its own motion, against ICC with respect 
        to its basic qualifications, including its character 
        qualifications, to be a Commission licensee or with 
        respect to compliance with the Commission's rules and 
        policies.

     19.  Nothing in this Consent Decree shall prevent the 
        Commission from adjudicating complaints filed against 
        the Company pursuant to Section 208 of the Act, 47 
        U.S.C.  208.  Similarly, nothing in this Consent Decree 
        is dispositive with respect to the rights of any third 
        party or complainant who has filed or may file a 
        complaint against the Company pursuant to Section 208 of 
        the Act, 47 U.S.C.  208.  If any such complaint is 
        made, the adjudication of that complaint will be based 
        solely on the record developed in that proceeding and 
        the Bureau shall not use any facts developed through the 
        Investigation in any such proceeding.  Moreover, the 
        existence of the Consent Decree and the Order shall not 
        be submitted in any proceeding, legal or otherwise, 
        other than to enforce this Consent Decree and Order, as 
        evidence of any act or omission by ICC, and shall not be 
        deemed an admission or denial by ICC of any fact 
        introduced therein.

     20.  Nothing in this Consent Decree shall preclude ICC from 
        petitioning the Commission for relief as to future 
        obligations under Section 254 of the Act and the 
        Commission's Rules.

     21.  The Parties agree that the effectiveness of this 
        Consent Decree is expressly contingent upon the Bureau's 
        issuance of the Order adopting the Consent Decree 
        without change, addition, or modification.

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

     23.  The Parties agree that if any provision of the Consent 
        Decree conflicts with any subsequent rule or order 
        adopted by the Commission (except an order specifically 
        intended to revise the terms of this Consent Decree to 
        which ICC does not consent) that provision will be 
        superseded by such Commission rule or order.

     24.  This Consent Decree may be signed in counterparts.


For the Enforcement Bureau
Federal Communications Commission


By:  ________________________________   Date:     ___________
     David H. Solomon
     Chief, Enforcement Bureau


For Innovative Communications Corporation


By:  ________________________________   Date:     ___________
     Joe Minor
     Chief Financial Officer



_________________________

1    See  Letter   from  Hillary   S.  DeNigro,   Deputy   Chief, 
Investigations and  Hearings  Division,  Enforcement  Bureau,  to 
Jeffrey  J.   Prosser,   Chief  Executive   Officer,   Innovative 
Communications Corporation, dated February 4, 2004.
2    See   Letter   from    Hillary   DeNigro,   Deputy    Chief, 
Investigations and  Hearings  Division,  Enforcement  Bureau,  to 
Gregory J. Vogt and Jeffrey J. Prosser, Chief Executive  Officer, 
Innovative Communications Corporation, dated May 5, 2004.