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


In the Matter of                 )    File No. EB-04-IH-0142
                                )
                                )    Acct. No. 200532080008
TON Services, Inc.               )
                                )    FRN No. 0005-0237-26


                              ORDER

   Adopted:  October 27, 2004           Released:  October 28, 
2004

By the Chief, Enforcement Bureau:

    1.    In this Order, we adopt a Consent Decree terminating an 
investigation into possible violations by TON Services, Inc. 
(``TON'') of section 254 of the Act and sections 52.17, 54.706, 
54.711, 54.713, and 64.604 of the Commission's rules, 47 U.S.C.  
254, 47 C.F.R. 52.17, 54.706, 54.711, 54.713 and 64.604, 
relating to obligations of carriers to make payments into the 
Universal Service Fund and Telecommunications Relay Service 
Fund.1

    2.    The  Enforcement  Bureau  (``Bureau'')  and  TON   have 
negotiated the  terms  of the  Consent  Decree.  A  copy  of  the 
Consent Decree is attached hereto and incorporated by reference.

    3.    We have reviewed  the terms of  the Consent Decree  and 
evaluated the  facts  before  us.  We  believe  that  the  public 
interest would  be served  by approving  the Consent  Decree  and 
terminating the investigation. 

    4.    Based on the record  before us, and  in the absence  of 
material new evidence relating to  this matter, we conclude  that 
there are  no substantial  or material  questions of  fact as  to 
whether TON possesses the  basic qualifications, including  those 
related to character, to hold or obtain any Commission license or 
authorization.

    5.    Accordingly, IT IS ORDERED, pursuant to Section 4(i) of 
the Communications Act of 1934, as amended, 47 U.S.C. 154(i), 
and the authority delegated by section 0.111 and 0.311 of the 
Commission's rules, 47 C.F.R. 0.111, 0.311, that the attached 
Consent Decree IS ADOPTED.


    6.    IT IS FURTHER ORDERED that the above-captioned 
investigation IS TERMINATED.

                    FEDERAL COMMUNICATIONS COMMISSION



                    David H. Solomon
                    Chief, Enforcement Bureau                           Before the
                Federal Communications Commission
                      Washington, DC 20554


                              )       File No. EB-04-IH-0142
In the Matter of               )
                              )       Acct. No. 200532080008
TON Services, Inc.             )
                              )       FRN No. 0005-0237-26

                         CONSENT DECREE

  1.      The Enforcement Bureau (``Bureau'') of the Federal 
     Communications Commission (``Commission'') and TON Services, 
     Inc. (``TON Services'') hereby enter into this Consent 
     Decree for the purpose of terminating the Bureau's 
     investigation into whether TON Services violated the 
     universal service reporting and contribution requirements of 
     section 254 of the Communications Act of 1934, as amended 
     (the ``Act'')2 and/or certain Commission's rules relating to 
     universal service, the Telecommunications Relay Service Fund 
     and the North American Numbering Plan Administration.

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

          2)a.      ``Commission'' and ``FCC'' mean the Federal 
            Communications Commission.

          2)b.      ``Bureau'' means the Enforcement Bureau of 
            the Federal Communications Commission.

          2)c.      ``TON Services'' and ``TON'' mean TON 
            Services, Inc. and its predecessors-in-interest and 
            successors-in-interest.

          2)d.      ``Parties'' means TON Services and the 
            Bureau.

          2)e.      ``Order'' or ``Adopting Order'' means an 
            Order of the Commission or the Bureau adopting the 
            terms of this Consent Decree without change, 
            addition, deletion, or modification.

          2)f.      ``Effective Date'' means the date on which 
            the Commission or the Bureau releases the Adopting 
            Order.

          2)g.      ``Investigation'' means the investigation 
            commenced by the Bureau's May 13, 2004 Letter of 
            Inquiry3 regarding whether TON Services violated the 
            universal service reporting and contribution 
            requirements of section 254 of the Act and/or 
            sections 52.17, 54.706, 54.711, 54.713, and 64.604 
            of the Commission's rules.  ``Investigation'' also 
            includes all matters concerning any non-payment of 
            FCC regulatory fees by TON Services through the 
            Effective Date.

I.   BACKGROUND

  3.      Pursuant to section 254(d) of the Act and sections 
     52.17, 54.706, 54.711, 54.713, and 64.604 of the 
     Commission's rules, telecommunications carriers that provide 
     interstate telecommunications services and private service 
     providers that provide interstate telecommunications are 
     required to file annual and quarterly Telecommunications 
     Reporting Worksheets (FCC Forms 499-A and 499-Q) and 
     contribute to the Universal Service Fund, Telecommunications 
     Relay Service Fund and North American Numbering Plan 
     Administration.4

  4.      TON Services operates payphones located at various 
     travel plazas and other facilities and also provides prepaid 
     calling card services.  On March 30, 2004, the Bureau's 
     audit staff submitted a data request seeking information 
     about TON's universal service filer identification number.  
     The Bureau received a response on April 16, 2004.  On May 
     13, 2004, the Bureau initiated the Investigation by issuing 
     a Letter of Inquiry (``LOI'') directing TON Services to 
     provide information about its compliance with, among other 
     matters, the Commission's universal service reporting and 
     contribution requirements.  TON Services submitted a 
     response to the Bureau's LOI on June 17, 2004.  TON 
     represented in its response and later offered to submit 
     evidence to prove that its current management team assumed 
     control of the company in late 2003 and first learned of 
     possible universal service compliance problems in January 
     2004.  TON further represented and later offered to submit 
     evidence to prove that it voluntarily began the process of 
     correcting any universal service compliance problems before 
     learning of the Bureau's investigation or receiving any 
     inquiry from the Bureau, including the Bureau audit staff's 
     March 30, 2004 data request.  By October 1, 2004, TON had 
     brought itself fully into compliance with governing 
     universal service rules and had no outstanding universal 
     service, telecommunications relay service or numbering plan 
     administration arrearages.  TON is presently in discussions 
     with USAC and the FCC's Wireline Competition Bureau 
     regarding TON's claim that it is owed substantial credits 
     for past overpayments to the universal service fund. 

II.  AGREEMENT

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

  6.      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, TON Services does not admit 
     or deny liability for violating any statute, regulation, or 
     administrative rule in connection with matters that are the 
     subject of this Consent Decree.  

  7.      TON Services agrees that it will make a voluntary 
     contribution to the United States Treasury in the amount of 
     four hundred thousand dollars ($400,000) within 30 calendar 
     days after the Effective Date of the Adopting Order.  The 
     payment must be made by check or similar instrument, payable 
     to the order of the Federal Communications Commission.  The 
     payment must include ``Acct. No. 200532080008'' and ``FRN 
     No. 0005-0237-26.''  Payment by check or money order must be 
     mailed to Forfeiture Collection Section, Finance Branch, 
     Federal Communications Commission, P.O. Box 73482, Chicago, 
     Illinois, 60673-7482.  Payment by overnight mail may be sent 
     to Bank One/LB 73482, 525 West Monroe, 8th Floor Mailroom, 
     Chicago, IL  60661.  Payment by wire transfer may be made to 
     ABA Number 071000013, receiving bank Bank One, and account 
     number 1165259.

  8.      For purposes of settling the matters set forth herein, 
     TON Services agrees to implement a compliance program 
     related to future compliance with the Act, the Commission's 
     rules, and the Commission's orders.  The program will 
     include, at a minimum, the following components: 

          (a)  Compliance Manual. The Company shall develop and 
            update as necessary a Compliance Manual.  Company 
            personnel shall have ready access to the Compliance 
            Manual and are to follow the procedures contained in 
            it.  The Compliance Manual will, among other things, 
            describe the universal service, Telecommunications 
            Relay Service and North American Numbering Plan 
            Administration rules and requirements as they apply 
            to TON Services.  The Compliance Manual will 
            encourage personnel to contact the Company's 
            President, General Manager and/or Chief Financial 
            Officer with any questions or concerns that arise.

          (b)  Compliance Training Program.  The Company will 
            establish an FCC compliance training program for 
            employees who engage in activities subject to FCC 
            regulation.  Training sessions will be conducted at 
            least annually to ensure compliance with the Act and 
            the FCC's regulations and policies and, for new 
            employees, within the first 30 days of employment.

          (c)  Designated Contact.  The Company will designate 
            one employee as the point of contact for all 
            telecommunications compliance matters.

          (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 therein.

          (e)  Audits.  The Company will ensure that external and 
            internal audit reviews specifically address 
            compliance with FCC regulatory requirements.

          (f)  Escalation.  The Company will implement an 
            escalation process by which notice is given to 
            progressively higher corporate officers within TON 
            in the event of delay by TON in providing 
            information to its vendor/agent that is necessary 
            for the vendor/agent to make the required filing and 
            payment of universal service, Telecommunications 
            Relay Service and North American Numbering Plan 
            Administration contributions.  The first escalation 
            contact is TON's Chief Financial Officer, then its 
            Vice President-General Manager or President.

          (g)  Trade Group.  The Company will maintain membership 
            in a trade group to keep employees and managers with 
            compliance responsibilities informed of FCC 
            regulatory compliance requirements. 

          (h)  Termination.  TON's obligation under this 
            Paragraph 8 shall expire twenty four (24) months 
            after the Effective Date.

  9.      The Bureau agrees that it will not use the facts 
     developed in this Investigation through the Effective Date 
     of the Consent Decree or the existence of this Consent 
     Decree to institute, on its own motion, any new proceeding, 
     formal or informal, or take any action on its own motion 
     against TON Services and its affiliate companies concerning 
     the matters that were the subject of the Investigation, 
     including (without limitation) any matters concerning 
     payment of FCC regulatory fees.  The Bureau also agrees that 
     it will not use the facts developed in this Investigation 
     through the Effective Date of this Consent Decree 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 TON Services with respect 
     to TON's basic qualifications, including its character 
     qualifications, to be a Commission licensee or authorized 
     common carrier.  

  10.     Nothing in this Consent Decree shall prevent the 
     Commission or its delegated authority from adjudicating 
     complaints filed pursuant to section 208 of the Act against 
     TON Services or its affiliates for alleged violations of the 
     Act, or for any other type of alleged misconduct, regardless 
     of when such misconduct took place.  The Commission's 
     adjudication of any such complaint will be based solely on 
     the record developed in that proceeding.  Except as 
     expressly provided in this Consent Decree, this Consent 
     Decree shall not prevent the Commission from investigating 
     material new evidence of noncompliance by TON Services of 
     the Act, the rules, or this Order.

  11.     TON Services waives any and all rights it may have to 
     seek administrative or judicial reconsideration, review, 
     appeal or stay, or to otherwise challenge or contest the 
     validity of this Consent Degree and the Order adopting this 
     Consent Decree, provided the Bureau issues an Order adopting 
     the Consent Decree without change, addition, modification, 
     or deletion.  TON Services shall retain the right to 
     challenge Commission interpretation of the Consent Decree or 
     any terms contained herein. 

  12.     TON Services' decision to enter into this Consent 
     Decree is expressly contingent upon the Bureau's issuance of 
     an Order that is consistent with this Consent Decree, and 
     which adopts the Consent Decree without change, addition, 
     modification, or deletion.

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

  14.     If either Party (or the United States on behalf of the 
     Commission) brings a judicial action to enforce the terms of 
     the Adopting Order, neither TON Services nor the Commission 
     shall contest the validity of the Consent Decree or the 
     Adopting Order, and TON shall waive any statutory right to a 
     trial de novo.  

  15.     Any violation of the Consent Decree or the Adopting 
     Order will constitute a separate violation of a Commission 
     order, entitling the Commission to exercise any rights or 
     remedies authorized by law attendant to the enforcement of a 
     Commission order.

  16.     The Parties also 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 
     TON Services does not expressly consent) that provision will 
     be superseded by such Commission rule or order.
  17.     TON Services hereby agrees to waive any claims it may 
     otherwise have under the Equal Access to Justice Act, 5 
     U.S.C.  504 and 47 C.F.R.  1.1501 et seq., relating to the 
     matters addressed in this Consent Decree.

  18.     This Consent Decree may be signed in counterparts.






________________________________
David H. Solomon
Chief, Enforcement Bureau
Federal Communications 
Commission


________________________________
Date



________________________________
Jagjit Singh
President
TON Services, Inc.


________________________________
Date


_________________________

1    See Letter from Hillary S. DeNigro, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, to 
Brett Sanford Chief Financial Officer, TON Services, Inc. and 
Allan C. Hubbard, Counsel, dated May 13, 2004 (``LOI'').
2 47 U.S.C.  254.
3 See Letter from Hillary S. DeNigro, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, FCC to 
Brett Sanford, Chief Financial Officer, TON Services, Inc. (May 
13, 2004).
4 47 U.S.C.  254(d); 47 C.F.R.  52.17, 54.706, 54.711, 54.713, 
64.604.