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

In the Matter of                 )
                                )    File No. EB-04-SE-085
St. Louis Music, Inc.            )    NAL/Acct. No. 200532100007
                                 )    FRN # 0012456836


                              ORDER

Adopted:  January 10, 2005              Released:   January   12, 
2005

By the Chief, Enforcement Bureau: 

     1.        In this Order, we adopt the attached Consent 
Decree entered into between the Enforcement Bureau and St. Louis 
Music, Inc. (``SLM'').  The Consent Decree terminates an 
investigation initiated by the Enforcement Bureau into whether 
SLM's manufacture, importation, marketing and sale of certain 
Class B digital audio devices violated Section 302(b) of the 
Communications Act of 1934, as amended, (``Act'')1 and Sections 
2.803(a), 15.19 and 15.105(b) of the Commission's Rules 
(``Rules'').2  

     2.        The Enforcement Bureau and SLM have negotiated the 
terms of a Consent Decree that would resolve this matter and 
terminate the investigation.  A copy of the Consent Decree is 
attached hereto and incorporated by reference.  

     3.        Based on the record before us, we conclude that no 
substantial or material questions of fact exist with respect to 
this matter as to whether SLM possesses the basic qualifications, 
including those related to character, to hold or obtain any FCC 
license or authorization. 

     4.        After reviewing the terms of the Consent Decree, 
we find that the public interest will be served by adopting the 
Consent Decree and terminating the investigation. 

     5.        Accordingly, IT IS ORDERED that, pursuant to 
Section 4(i) of the Act,3 and Sections 0.111 and 0.311 of the 
Rules,4 the Consent Decree attached to this Order IS ADOPTED.

     6.        IT IS FURTHER ORDERED that the Enforcement 
Bureau's investigation IS TERMINATED.

     7.        IT IS FURTHER ORDERED that St. Louis Music, Inc. 
shall make its voluntary contribution to the United States 
Treasury, as specified in the Consent Decree, by credit card 
through the Commission's Debt and Credit Management Center at 
(202) 418-1995, or by mailing a check or similar instrument, 
payable to the order of the Federal Communications Commission, to 
the Federal Communications Commission, Forfeiture Collection 
Section, Finance Branch, 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.  The payment 
should reference the NAL/Acct. No. and FRN number referenced 
above.  

     8.        IT IS FURTHER ORDERED that a copy of this Order 
and Consent Decree shall be sent by first class mail and 
certified mail, return receipt requested, to Donald J. Collins, 
Vice President - Finance, St. Louis Music, Inc., 1400 Ferguson 
Avenue, St. Louis, MO 63133, and to Alan G. Fishel, Esq., Arent 
Fox PLLC, 1050 Connecticut Avenue, N.W., Washington, D.C. 20036.  


                              FEDERAL COMMUNICATIONS COMMISSION
                         



                              David H. Solomon
                              Chief, Enforcement Bureau




                         
                         CONSENT DECREE

     The Enforcement Bureau (``Bureau'') of the Federal 
Communications Commission (``Commission'') and St. Louis Music, 
Inc. (``SLM'') hereby enter into this Consent Decree for the 
purpose of terminating the Bureau's investigation into whether 
SLM violated Section 302(b) of the Communications Act of 1934, as 
amended (the ``Act'')5, and Section 2.803 of the Commission's 
Rules (the ``Rules''),6 regarding the manufacture, importation, 
marketing and sale of Class B digital audio products, as well as 
Sections 15.19 (labeling requirements) and 15.105(b) (user manual 
statements) of the  Rules.7

Background

     1.        Pursuant to Section 302(b) of the Act and Sections 
2.803(a)(2) and 15.101(a) of the Rules,8 Class B digital 
equipment must be authorized pursuant to the Commission's 
verification procedures prior to, inter alia, the importation or 
initiation of marketing of such equipment.  Such equipment is 
also subject to Commission rules requiring labeling (47 C.F.R. 
15.19(a)) and user manual statements (47 C.F.R. 15.105(b)).

     2.        SLM manufactures Class B digital audio equipment, 
including guitar amplifiers and mixers.  On May 21, 2004, after 
receiving information regarding potential violations, the Bureau 
initiated an investigation by issuing a Letter of Inquiry 
(``LOI'') directing SLM to provide information regarding, among 
other matters, its compliance with the Commission's equipment 
authorization, labeling and user manual requirements.  SLM 
submitted its initial response (``Response'') to the Bureau's LOI 
on June 24, 2004, with respect to the devices identified by the 
Bureau in the LOI, as well as additional devices voluntarily 
disclosed by SLM.  On September 2, 2004, SLM submitted its First 
Supplement to the Response.  On September 23, 2004, 
representatives of SLM, along with counsel, met with Bureau and 
Office of Engineering and Technology staff to discuss issues 
relevant to the LOI.  On November 8, 2004, SLM submitted its 
Second Supplement to the Response.

Definitions

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

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

     (b)  ``Bureau'' means the Enforcement Bureau of the Federal 
Communications Commission.
     (c)  ``SLM'' means St. Louis Music, Inc., its subsidiaries, 
     affiliates and any successors or assigns.

     (d)  ``Parties'' means SLM and the Bureau.

     (e)  ``Adopting Order'' means an order of the Bureau 
adopting the terms and conditions of this Consent Decree.   (f)  
``Effective Date'' means the date on which the Bureau releases 
the Adopting Order.

     (g)  ``Investigation'' means the investigation commenced by 
     the Bureau's May 21, 2004 Letter of Inquiry9 regarding 
     whether SLM violated Section 302(b) of the Act and/or 
     Section 2.803 of the  Rules, as well as Sections 15.19 and 
     15.105(b) of the  Rules.

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

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

Terms of Agreement

     4.        The Parties agree that the provisions of this 
Consent Decree shall be subject to final approval by the Bureau 
by incorporation of such provisions by reference in the Adopting 
Order.

     5.        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 further agree that 
this Consent Decree is for settlement purposes only and that by 
agreeing to this Consent Decree, SLM 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.

     6.        The Parties agree that this Consent Decree shall 
become binding on the Parties on the Effective Date.  Upon 
release, the Adopting Order and this Consent Decree shall have 
the same force and effect as any other final order of the 
Commission and any violation of the terms or conditions of this 
Consent Decree shall constitute a violation of a Commission 
order.

     7.        The Parties acknowledge and agree that this 
Consent Decree shall constitute a final and binding settlement 
between SLM and the Bureau regarding possible violations of the 
Act and the Rules with respect to any Class B digital device 
manufactured, imported, marketed or sold by SLM prior to the 
Effective Date of this Consent Decree.

     8.        In express reliance on the covenants and 
representations in this Consent Decree and to avoid further 
expenditure of scarce public resources, the Bureau agrees to 
terminate its Investigation into whether SLM may have violated 
the Act or the Rules with respect to any Class B digital devices 
manufactured, imported, marketed or sold by SLM prior to the 
Effective Date of this Consent Decree.  

     9.        In consideration for termination by the Bureau of 
the Investigation and in accordance with the terms of this 
Consent Decree, SLM agrees to the terms set forth herein.

     10.       SLM acknowledges that the Bureau has jurisdiction 
over the matters contained in this Consent Decree and the 
authority to enter into and adopt this Consent Decree.

     11.       SLM will implement a Federal Communications 
Commission Regulatory Compliance Plan (``RCP'') related to SLM's 
future compliance with the Act, the Commission's Rules, and the 
Commission's orders.  The RCP will include, at a minimum, the 
following components: 

     (a)  FCC Compliance Procedures.  SLM shall develop and 
     update as necessary appropriate FCC Compliance Procedures.  
     Relevant SLM personnel shall be made aware of the FCC 
     Compliance Procedures and are to follow them.  The FCC 
     Compliance Procedures will, among other things, address the 
     equipment authorization requirements of the Act and the 
     Commission's Rules applicable to all Class B digital devices 
     manufactured, imported, marketed and sold by SLM in the 
     United States, as well as the Commission's Rules regarding 
     labeling and user manual statements for such devices.  The 
     Compliance Engineer will be assigned ultimate responsibility 
     within SLM for determining whether the manufacture, 
     importation, marketing, sale, labeling and user manual 
     statements for such devices are in compliance with the FCC 
     Compliance Procedures.

     (b)    Compliance Engineer.  SLM shall designate a 
     Regulatory Compliance Engineer (``Compliance Engineer'') who 
     will administer the RCP, supervise SLM's compliance with the 
     Act, the Commission's Rules and the Consent Decree, and 
     serve as the SLM point of contact for all Commission-related 
     compliance matters.

     (c)    Review and Monitoring.  SLM will review the RCP 
     annually to ensure that it is maintained in a proper manner 
     and continues to address the objectives set forth therein.

     12.       The Bureau agrees that it will not entertain or 
institute, or use the facts developed in this Investigation or 
the existence of this Consent Decree to institute, on its own 
motion, any new proceeding, formal or informal, nor take any 
action on its own motion, or recommend to the full Commission any 
forfeiture or other sanction, against SLM for any alleged 
violation of the Act or the Rules with respect to any of the 
Class B digital devices manufactured, imported, marketed or sold 
by SLM prior to the Effective Date of this Consent Decree. 

     13.       SLM agrees that every Class B digital device which 
is manufactured, imported, marketed or sold by SLM on or after 
the Effective Date of this Consent Decree shall be compliant with 
the Commission's technical and labeling Rules before importation 
and marketing by SLM, and that user manual statements compliant 
with the Commission's Rules will be implemented with respect to 
such devices. 

     14.       The Parties agree that each is required to comply 
with each individual condition of this Consent Decree.  Each 
specific condition is a separate condition of the Consent Decree 
as approved.  To the extent that SLM fails to satisfy any 
condition, in the absence of Commission alteration of the 
condition, it will be deemed noncompliant and may be subject to 
possible future enforcement action with respect to such failure 
to satisfy the condition.

     15.       The Parties agree that SLM's obligations set forth 
in paragraphs 11 and 13 of this Consent Decree shall remain in 
effect for twenty-four (24) months from the Effective Date.  

     16.       SLM agrees that it will make a voluntary 
contribution to the United States Treasury in the amount of 
Forty-Two Thousand Dollars ($42,000) within 30 calendar days 
after the Effective Date.  Such contribution shall be made, 
without further protest or recourse, by credit card through the 
Commission's Debt and Credit Management Center at (202) 418-1995, 
or by mailing a check or similar instrument, payable to the order 
of the Federal Communications Commission, to the Federal 
Communications Commission, Forfeiture Collection Section, Finance 
Branch, 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.  The payment should reference NAL/Acct. 
No. 200532100007 and FRN # 0012456836.  

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

     18.       The Parties waive any and all rights they 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 Adopting Order, provided that the 
Adopting Order adopts the Consent Decree without change, 
addition, modification, or deletion.  

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

     20.       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 SLM nor the Commission shall contest 
the continuing validity of this Consent Decree or the Adopting 
Order.  The Parties agree to comply with, defend and support the 
validity of this Consent Decree and the Adopting Order in any 
proceeding seeking to nullify, void, or otherwise modify the 
Consent Decree or the Adopting Order.

     21.       The Parties agree that any provision of this 
Consent Decree which conflicts with any subsequent rule, order of 
general applicability or other decision of general applicability 
adopted by the Commission  will be superseded by such Commission 
rule, order or other decision.

     22.       SLM waives any rights it may have under any 
provision of 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.

     23.       This Consent Decree cannot be modified without the 
advance written consent of both Parties.

     24.       This Consent Decree may be signed in counterparts.

For the Enforcement Bureau:


________________________________
David H. Solomon
Chief, Enforcement Bureau

________________________________
Date


For St. Louis Music, Inc.:


________________________________
Donald J. Collins
Vice President - Finance

________________________________
Date 
_________________________

1 47 U.S.C.  302a(b).

2 47 C.F.R.  2.803(a), 15.19 and 15.105(b).

3 47 U.S.C.  154(i).

4 47 C.F.R.  0.111, 0.311.

5 47 U.S.C.  302a(b).

6 47 C.F.R.  2.803.

7 47 C.F.R.  15.19, 15.105(b).

8 47 U.S.C.  302a(b); 47 C.F.R.  2.803(a)(2), 15.101(a).

9 See Letter  from Joseph P.  Casey, Chief, Spectrum  Enforcement 
Division, Enforcement Bureau, FCC, to Eugene Kornblum, President, 
SLM (May 21, 2004).