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


In the Matter of                 )
                                )    File No. EB-03-IH-0366
                                )    Acct. No. 200432080021
WestCom Corporation              )    FRN No. 0009-6760-99
                                )

                              ORDER

   Adopted:  March 12, 2004             Released:  March 16, 2004

By the Chief, Enforcement Bureau:

    1.    In this Order, we adopt a Consent Decree terminating an 
investigation into  possible  violations by  WestCom  Corporation 
(``WestCom'') of  sections 54.706,  54.711, 54.713,  and  related 
provisions of  the  Commission's  rules  (``Rules''),  47  C.F.R. 
54.706, 54.711 and  54.713, in connection  with the  universal 
service   support    mechanism   reporting    and    contribution 
requirements.1

    2.    The Enforcement  Bureau (``Bureau'')  and WestCom  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 WestCom  possesses  the basic  qualifications,  including 
those related  to character,  to hold  or obtain  any  Commission 
license or authorization.

    5.    We deem  the  adopted  Consent Decree  to  satisfy  the 
requirements  of  the   Citation  provisions  under   subsections 
503(b)(5)(A)-(B) of the Communications Act of 1934, as amended.2

    6.    Accordingly, IT IS ORDERED, pursuant to Sections  4(i), 
4(j), and  503(b)(5)  of  the  Communications  Act  of  1934,  as 
amended, 47  U.S.C. 154(i),  154(j),  and 503(b)(5),  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.

    7.    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, D.C. 20554


In the Matter of                 )
                                )    File No. EB-03-IH-0366
                                )    Acct. No. 200432080021
WestCom Corporation              )    FRN No. 0009-6760-99
                                )

                         CONSENT DECREE

    8.    The Enforcement Bureau (the ``Bureau'') of the  Federal 
Communications  Commission  (the   ``Commission'')  and   WestCom 
Corporation (``WestCom'' or the ``Company''), by their respective 
authorized representatives, hereby enter into this Consent Decree 
for the purpose  of terminating the  Bureau's investigation  into 
whether WestCom  violated  the universal  service  reporting  and 
contribution requirements of  Section 254  of the  Communications 
Act of 1934, as  amended (the ``Act''), 47  U.S.C. 254, and  of 
Sections 52.17, 52.32, 54.706, 54.711, 54.713, and 64.1195 of the 
Commission's Rules, 47  C.F.R. 52.17,  52.32, 54.706,  54.711, 
54.713, and 64.1195.

    9.    For the 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 September 10, 2003  letter 
            of  inquiry concerning  possible violations  of   the 
            Rules.

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

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

          (i)  ``WestCom''  or  the  ``Company''  means   WestCom 
            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  WestCom,  or  its 
            successors or assigns.

I.   BACKGROUND

    10.   Pursuant to  section 254(d)  of  the Act  and  sections 
54.706, 54.711,  and  54.713  of  the  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  FCC 
Form 499-Q) and  contribute to  the Universal  Service Fund.   47 
U.S.C.  254(d);  47  C.F.R.   54.706,  54.711  and   54.713.  
Sections   52.17   and   52.32   of   the   Rules   require   all 
telecommunications  carriers  to  contribute  to  the  costs   of 
establishing  numbering  administration   and  long-term   number 
portability, respectively.  Section 64.1195 of the Rules requires 
all telecommunications carriers to register using Form 499-A.

    11.   WestCom offers  local and  long distance  private  line 
voice and data services  to business customers, predominantly  in 
the financial industry.  On September 10, 2003, the Bureau issued 
a  letter  of  inquiry  (``LOI'')  initiating  an   investigation 
regarding WestCom's  compliance with  its universal  service  and 
other reporting  and  contribution  obligations  associated  with 
Forms 499-A and 499-Q.3  In its filings and discussions with  the 
Bureau, WestCom  stated that  prior to  its receipt  of the  LOI, 
WestCom  anonymously  had  sought  guidance  from  the   Wireline 
Competition Bureau and from the Universal Service  Administrative 
Company (``USAC'') regarding voluntary payment of past  universal 
service contribution  obligations and  had  advised USAC  of  its 
intention to pay in full all  such amounts.  On October 3,  2003, 
WestCom submitted to USAC Forms 499-A and 499-Q for prior periods 
(the ``Forms'') for which WestCom had not made universal  service 
support contributions.   Based  on  the  Forms,  USAC  calculated 
WestCom's obligation and issued three substantial,  multi-million 
dollar invoices.  On  November 15, 2003,  December 15, 2003,  and 
January 15,  2004, WestCom  timely  paid, in  full, each  of  the 
invoices.  

II.  AGREEMENT

    12.   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.

    13.   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,  WestCom 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.

    14.   WestCom  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 WestCom's  future 
compliance  with  the  Act,  the  Commission's  rules,  and   the 
Commission's orders.  The program will include, at a minimum, the 
following components:

          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 describe the universal 
          service rules and requirements as they apply to 
          WestCom.  The Compliance Manual will encourage 
          personnel to contact the Company's Legal Department, 
          the Company's Chief Executive and/or Chief Financial 
          Officer with any questions or concerns that arise. 

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

          Designated Contact.  The Company will designate one 
          employee as the point of contact for all regulatory 
          compliance matters.

          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.

          Supplemental Measures.  The Program will be 
          supplemented by membership in a trade organization and 
          other means of keeping responsible Company personnel 
          informed of FCC regulatory compliance requirements.

    15.   WestCom agrees that in the  event it shall fail,  after 
the Effective Date, to timely file a FCC Form 499-A or Form  499-
Q, or  make on  a timely  basis a  required contribution  to  the 
Universal Service Fund, it will make a voluntary contribution  to 
the United States  Treasury equal  to (a) $25,000  for the  first 
such failure, (b) $100,000  for the second  such failure, or  (c) 
$250,000 for  the third  and any  subsequent such  failure.   Any 
voluntary contribution under  this Paragraph  8 must  be made  by 
check, wire transfer  or money order  drawn to the  order of  the 
Federal Communications Commission and  the check, wire  transfer, 
or money  order shall  reference ``Acct.  No. 200432080021''  and 
``FRN No. 0009-6760-99.''  If WestCom makes any payments 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 WestCom  makes any payment  by wire transfer,  it 
must wire such payment  in accordance with Commission  procedures 
for wire transfers.  WestCom must make any voluntary contribution 
under this  Paragraph 8  within  thirty (30)  days of  notice  to 
WestCom from USAC or  the Commission that  WestCom has failed  to 
timely file a FCC  Form 499-A or Form  499-Q, or make a  required 
contribution.  

    16.   The  Parties  agree  that   this  Consent  Decree   and 
WestCom's December  9, 2003  meeting with  the Bureau  staff  are 
deemed to  satisfy the  requirements of  the Citation  provisions 
under  subsections  503(b)(5)(A)-(B)  of   the  Act,  47   U.S.C. 
503(b)(5)(A)-(B).

    17.   The Parties agree that this Consent Decree shall become 
effective on  the Effective  Date and,  except for  paragraph  9, 
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.  

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

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

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

    21.   The Parties agree  that if WestCom,  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  WestCom nor  the  Commission shall  contest  the 
validity of the  Consent Decree  or the Order,  and WestCom  will 
waive any statutory right to a trial de novo regarding the  terms 
or validity of the Consent Decree.  WestCom, however, may present 
evidence that it has not violated the Consent Decree.

    22.   WestCom 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.

    23.   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 WestCom.   This Consent  Decree shall  constitute  a 
final settlement between the Parties of the Investigation.

    24.   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  WestCom  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 WestCom  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 WestCom 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. 

    25.   Nothing  in  this  Consent  Decree  shall  prevent  the 
Commission from adjudicating formal or informal 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 formal or informal 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 
this 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 
WestCom, and  shall  not be  deemed  an admission  or  denial  by 
WestCom of any fact introduced therein.

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

    27.   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.

    28.   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.

    29.   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 WestCom does not  consent) 
that provision  will be  superseded by  such Commission  rule  or 
order.















    30.   This Consent Decree may be signed in counterparts.



For the Enforcement Bureau
Federal Communications Commission


By:  ____________________________  Date: _________
     David H. Solomon
     Chief, Enforcement Bureau


For WestCom Corporation


By:  ____________________________  Date: _________
     Michael Hirtenstein
     President



_________________________

1    See  Letter  from  William   H.  Davenport,  Deputy   Chief, 
Investigations and  Hearings  Division,  Enforcement  Bureau,  to 
Michael  Hirtenstein,  President  and  Chief  Executive  Officer, 
WestCom Corporation, dated September 10, 2003 (``LOI'').
2    See 47 U.S.C.  503(b)(5)(A) - (B); Consent Decree at  9.
3    See  Letter  from  William   H.  Davenport,  Deputy   Chief, 
Investigations and  Hearings  Division,  Enforcement  Bureau,  to 
Michael  Hirtenstein,  President  and  Chief  Executive  Officer, 
WestCom Corporation, dated September 10, 2003.