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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
     In the Matter of                        )                               
                                                 File No. EB-07-IH-8571      
     GE MDS LLC                              )                               
                                                 NAL/Acct. No. 200832080095  
     Licensee of Various Authorizations in   )                               
     the Microwave Radio Services                FRN No. 0016050429          
                                             )                               
                                                                             
                                             )                               


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and GE MDS LLC, by their authorized
   representatives, hereby enter into this Consent Decree for the purpose of
   terminating the Enforcement Bureau's investigation of compliance by GE MDS
   LLC with Section 310(d) of the Communications Act of 1934, as amended, and
   Section 1.948 of the Commission's Rules regarding the assignment of 170
   licenses in the Private Operational Fixed Microwave Service.

   I. DEFINITIONS

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

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    c. "Cancellation Licenses" means the licenses that GE MDS will arrange to
       have surrendered to the Commission for immediate cancellation, a list
       of which is appended hereto as Attachment A. The 100 licenses that
       comprise the Cancellation Licenses are a subset of the 170 licenses
       that comprise the Station Licenses.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

    f. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    g. "GE MDS" means GE MDS LLC and any wholly or partially owned
       subsidiary, and each of the respective officers, directors, and
       partners of the foregoing.

    h. "Investigation" means the investigation commenced by the Bureau's
       October 30, 2007, Letter of Inquiry into compliance by GE MDS with
       Section 310(d) of the Communications Act of 1934, as amended, and
       Section 1.948 of the Commission's rules regarding the assignment of
       Station Licenses from MDS to GE MDS.

    i. "Station Licenses" means the 170 station licenses in the Private
       Operational Fixed Microwave Service acquired by GE MDS from MDS.

    j. "MDS" means Microwave Data Systems, Inc. and any affiliate, parent
       company, wholly or partially owned subsidiary, and all owners,
       including but not limited to, officers, directors, and partners of the
       foregoing.

    k. "Order" or "Adopting Order" means an Order of the Commission adopting
       the terms of this Consent Decree without change, addition, deletion,
       or modification.

    l. "Parties" means GE MDS and the Bureau.

    m. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    n. "WTB" means the FCC's Wireless Telecommunications Bureau.

   II. BACKGROUND

    2. Pursuant to section 310(d) of the Act and section 1.948 of the Rules,
       no station license shall be transferred, assigned, or disposed of by a
       transfer of control without prior application to and approval by the
       Commission.

    3. On January 16, 2007, GE MDS acquired the assets of MDS, a manufacturer
       of radio equipment, grantee of various equipment authorizations, and
       licensee of 170 Station Licenses in the Private Operational Fixed
       Microwave Service. The Station Licenses consisted of 168 Multiple
       Address Service ("MS") and two Microwave Industrial/Business Pool
       ("MG") authorizations. In accordance with the notification
       requirements of section 2.929 of the Commission's rules, on or about
       January 19, 2007, GE MDS duly notified the Commission of the
       assignment of the equipment authorizations involved in the asset
       acquisition.  GE MDS mistakenly interpreted Section 2.929, however, as
       permitting the same notification procedure in connection with its
       consummation of the assignment of the Station Licenses . GE MDS
       subsequently became aware that the transaction may have resulted in an
       assignment of licenses for which prior Commission consent was
       required, and, on March 2, 2007, it voluntarily notified the
       Commission of such and filed remedial applications on FCC Forms 603
       seeking Commission consent to the assignment of the Station Licenses
       from MDS to GE MDS.  Those applications remain before the Commission
       pending resolution of the Investigation.

   III. TERMS OF AGREEMENT

    4. Adopting Order. 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
       without change, addition, modification, or deletion.

    5. Jurisdiction. GE MDS agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    6. Effective Date: Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    7. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau  agrees to terminate its
       Investigation. In consideration for the termination of said
       Investigation, GE MDS agrees to the terms, conditions, and procedures
       contained herein. The  Bureau further agrees that in the absence of
       new material evidence, the Bureau 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 GE MDS concerning the matters that were the
       subject of the Investigation. 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 GE MDS with respect to GE
       MDS's basic qualifications, including its character qualifications, to
       be a Commission licensee or hold Commission authorizations.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein,  GE MDS agrees to develop and implement a Compliance Plan
       related to future compliance with the Act, the Commission's Rules, and
       the Commission's Orders. The Plan will include, at a minimum, the
       following components:

   a.  Compliance Manual. Within 30 days of the Effective Date, GE MDS will
   develop and distribute a Compliance Manual to company lawyers, managers,
   and other parties responsible for the establishment, purchase, sale, and
   use of GE MDS's wireless assets, which shall be designed to ensure
   compliance with Section 310(d) of the Act in connection with transactions
   and/or proposed transactions within GE MDS that trigger or may trigger
   compliance-related responsibilities. The Compliance Manual will include 
   an overview of the Commission's requirements for license ownership and
   transfers of control, including the Commission's rules and the
   requirements of the Act, regarding the need for prior approval of
   assignments of Commission authorizations and the transfer of control of
   the holders of such authorizations. The Compliance Manual will be updated
   from time to time as needed.

   b. Compliance Training Program. Within 90 days of the Effective Date, GE
   MDS will conduct an initial education program for company lawyers,
   managers, and other parties responsible for the establishment, purchase,
   sale, and use of GE MDS's wireless assets. This education program will
   include an overview of the Commission's requirements for license ownership
   and transfers of control, including the Commission's rules and the
   requirements of the Act, regarding the need for prior approval of
   assignments of Commission authorizations and the transfer of control of
   the holders of such authorizations. This education program will be updated
   and presented from time to time as needed to ensure that new employees are
   informed of regulatory compliance requirements and that existing employees
   are reminded of the same.

   c. License Database. GE MDS will assemble and maintain a database of all
   of GE MDS's wireless license holdings. The database will be updated
   regularly and be accessible by all employees who deal with FCC wireless
   regulatory compliance or wireless systems.

   d. License Assignments and Transfers. The Compliance Manual and related
   training program will contain information for GE MDS personnel regarding
   the need to conduct thorough due diligence regarding the potential FCC
   licenses of any company in a potential merger or acquisition transaction,
   the need to monitor any corporate reorganization for potential license
   assignment or transfer issues, and the need to obtain prior FCC approval
   for all assignments and transfers of control of FCC licenses.

   e. Compliance Reports. GE MDS will file compliance reports with the
   Commission 90 days after the Effective Date and 12 months after the
   Effective Date. Each compliance report shall include a compliance
   certificate from an officer, as an agent of GE MDS, stating that the
   officer has personal knowledge that GE MDS has established operating
   procedures intended to ensure compliance with this Consent Decree,
   together with an accompanying statement explaining the basis for the
   officer's compliance certification. The compliance reports shall be
   submitted to the Chief, Investigations & Hearings Division, Enforcement
   Bureau, Federal Communications Commission, 445 12th Street, S.W.,
   Washington, D.C. 20554.

    9. Termination Date. Unless stated otherwise,  the requirements of this
       Consent Decree will expire one year after the Adopting Order becomes a
       Final Order. On that date, GE MDS shall submit an affidavit or
       declaration under penalty of perjury, signed and dated by an
       authorized officer of GE MDS with personal knowledge of the
       representations therein, verifying that GE MDS has complied with the
       terms of this Consent Decree. The affidavit or declaration shall be
       submitted to the Chief, Investigations & Hearings Division,
       Enforcement Bureau, Federal Communications Commission, 445 12th
       Street, S.W., Washington, D.C. 20554.

   10. Voluntary Contribution. GE MDS agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of
       thirty-five thousand ($35,000). The payment will be made within 10
       calendar days after the Effective Date. The  payment must be made by
       check or similar instrument, payable to the order of the Federal
       Communications Commission. The payment must include the NAL/Account
       Number and FRN Number referenced in the caption to the Adopting Order.
       Payment by check or money order may be mailed to Federal
       Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
       Payment by overnight mail may be sent to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and account number 27000001. For payment by
       credit card, an FCC Form 159 (Remittance Advice) must be submitted.
        When completing the FCC Form 159, enter the NAL/Account number in
       block number 23A (call sign/other ID), and enter the letters "FORF" in
       block number 24A (payment type code). GE MDS will also send electronic
       notification on the date said payment is made to
       Hillary.DeNigro@fcc.gov and Jennifer.Lewis@fcc.gov.

   11. Cancellation of Licenses. GE MDS agrees that within 10 calendar days
       of the Effective Date, it shall modify its assignment application (FCC
       File no. 0002909134) by deleting the Cancellation Licenses from the
       application GE MDS further agrees that, within 10 calendar days of the
       Commission's grant of such modification, it shall seek to effectuate
       the surrender and immediate cancellation of the Cancellation Licenses.
       GE MDS also agrees to cooperate as is necessary and appropriate to
       effectuate the surrender and immediate cancellation of the
       Cancellation Licenses.

   12. Waivers. GE MDS 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 adopting this Consent Decree, provided the Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. GE MDS shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. 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 GE MDS nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and GE MDS shall
       waive any statutory right to a trial de novo. GE MDS hereby agrees to
       waive any claims it may otherwise have under the Equal Access to
       Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating
       to the matters addressed in this Consent Decree.

   13. Severability. The Parties agree that if any of the provisions of the
       Adopting Order or the Consent Decree shall be invalid or
       unenforceable, such invalidity or unenforceability shall not
       invalidate or render unenforceable the entire Adopting Order or
       Consent Decree, but rather the entire Adopting Order or Consent Decree
       shall be construed as if not containing the particular invalid or
       unenforceable provision or provisions, and the rights and obligations
       of the Parties shall be construed and enforced accordingly. In the
       event that this Consent Decree in its entirety 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. Subsequent Rule or Order. 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 GE MDS does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   15. Successors and Assigns. GE MDS agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   16. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. This
       Consent Decree is not and shall not be construed as an admission by GE
       MDS that the above-described conduct would constitute a willful
       violation of any provision of the Rules or the Act.

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

   18. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   19. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   20. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     ________________________________   
                                        
     Susan McNeil                       
                                        
     Deputy Bureau Chief                
                                        
     Enforcement Bureau                 
                                        
     ________________________________   
                                        
     Date                               
                                        
     ________________________________   
                                        
     Roberto Vengochea                  
                                        
     General Manager                    
                                        
     GE MDS                             
                                        
     175 Science Parkway                
                                        
     Rochester, NY 14620                
                                        
     ________________________________   
                                        
     Date                               


                                  ATTACHMENT A

                             Cancellation Licenses

   1. WPUM 688

   2. WPUM 689

   3. WPUM 690

   4. WPUM 691

   5. WPUM 692

   6. WPUM 693

   7. WPUM 694

   8. WPUM 695

   9. WPUM 696

   10. WPUM 697

   11. WPUM 698

   12. WPUM 699

   13. WPUM 700

   14. WPUM 714

   15. WPUM 715

   16. WPUM 716

   17. WPUM 717

   18. WPUM 718

   19. WPUM 719

   20. WPUM 720

   21. WPUM 721

   22. WPUM 722

   23. WPUM 723

   24. WPUM 724

   25. WPUM 725

   26. WPUM 726

   27. WPUM 727

   28. WPUM 728

   29. WPUM 729

   30. WPUM 730

   31. WPUM 731

   32. WPUM 732

   33. WPUM 749

   34. WPUM 750

   35. WPUM 751

   36. WPUM 752

   37. WPUM 753

   38. WPUM 754

   39. WPUM 755

   40. WPUM 756

   41. WPUM 757

   42. WPUM 758

   43. WPUM 759

   44. WPUM 760

   45. WPUM 764

   46. WPUM 765

   47. WPUM 766

   48. WPUM 767

   49. WPUM 768

   50. WPUM 769

   51. WPUM 770

   52. WPUM 771

   53. WPUM 772

   54. WPUM 773

   55. WPUM 774

   56. WPUM 775

   57. WPUM 776

   58. WPUM 777

   59. WPUM 778

   60. WPUM 797

   61. WPUM 798

   62. WPUM 799

   63. WPUM 800

   64. WPUM 801

   65. WPUM 802

   66. WPUM 803

   67. WPUM 804

   68. WPUM 805

   69. WPUM 806

   70. WPUM 807

   71. WPUM 808

   72. WPUM 809

   73. WPUM 810

   74. WPUM 811

   75. WPUM 812

   76. WPUM 813

   77. WPUM 814

   78. WPUM 815

   79. WPUM 816

   80. WPUM 821

   81. WPUM 822

   82. WPUM 823

   83. WPUM 824

   84. WPUM 825

   85. WPUM 826

   86. WPUM 841

   87. WPUM 842

   88. WPUM 843

   89. WPUM 844

   90. WPUM 845

   91. WPUM 846

   92. WPUM 847

   93. WPUM 848

   94. WPUM 849

   95. WPUM 850

   96. WPUM 851

   97. WPUM 852

   98. WPUM 853

   99. WPUM 854

   100. WPUM 855

   See Letter from Jennifer A. Lewis, Assistant Chief, Investigations &
   Hearings Division, Federal Communications Commission to Dennis McCarthy,
   GE MDS LLC, dated October 30, 2007.

   47 U.S.C. S: 310(d); 47 C.F.R. S: 1.948.

   47 C.F.R. S: 2.929.

   See Letter From Jack Richards, Keller & Heckman LLP to Jennifer A. Lewis,
   Assistant Chief, Investigations and Hearings Division, Enforcement Bureau,
   Federal Communications Commission, dated November 21, 2007 at 2.

   ULS File Nos. 0002907739 and 0002909134.

   Federal Communications Commission DA 08-1922

                                       2

   Federal Communications Commission DA 08-1922