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                       Consent Decree

                      I.   Introduction
1.   This Consent Decree is entered into by the Enforcement 
   Bureau, Federal Communications Commission ("Bureau") and 
   International Business Machines Corporation ("IBM").

                       II.  Background
2.   There are four separate transfers that are the subject 
   of this Consent Decree.  The first two transactions 
   involve microwave and land mobile stations1 originally 
   licensed to Advantis, a general partnership owned 70 
   percent by IBM and 30 percent by Sears Roebuck & Co. 
   (``Sears'').2  IBM's 70 percent interest was held by 
   Tarrytown Holdings, a wholly owned subsidiary of ISSC, 
   which was in turn a wholly owned subsidiary of IBM.  On 
   June 11, 1997, Tarrytown Holdings became a subsidiary of 
   ISSC Holdings, Inc., a newly created subsidiary of ISSC.  
   On June 12, 1997, THP, Inc., another wholly owned 
   subsidiary of ISSC Holdings, Inc., acquired Sears' 
   interest in Advantis. At that time, IBM owned 100 percent 
   of Advantis.  On July 1, 1997, Tarrytown Holdings merged 
   into THP, Inc., causing the dissolution of the Advantis 
   partnership.  THP, Inc., the surviving entity, was 
   renamed Advantis Corporation.  On October 1, 1997, IBM's 
   restructuring of its interest in Advantis was completed 
   when Advantis Corporation, ISSC, and ISSC Holdings, Inc. 
   were all merged into IBM. 

3.   IBM, Advantis, and the other corporations involved did 
   not file applications for Commission consent to the 
   transfers of control of the subject stations that took 
   place when these transactions were effectuated.  IBM 
   admits that it was not until a ``review of the licenses 
   in connection with the filing of renewal applications for 
   the stations that the earlier failure to obtain FCC 
   consent came to light.''  IBM attributes Advantis's, and 
   subsequently its own, oversight, in part, to ``the fact 
   that licensees of private operational fixed microwave 
   radio stations are not required to provide detailed 
   ownership information at the time of filing of their 
   initial applications for new licenses.''  IBM admits that 
   it did not review the transfer of control implications of 
   the transaction ``because the transaction was, at the 
   time, viewed only as a corporate restructuring.''3

4.   IBM states that shortly before October 26, 1998, it 
   determined that it had failed to obtain Commission 
   consent to the pro forma transfers of control.  On 
   November 2, 1998, IBM filed a Request for Special 
   Temporary Authority, which was granted on November 12, 
   1998.4  Also on November 2, 1998, IBM filed an 
   application for the Commission's consent to assign the 
   licenses to IBM.5  That application was granted on 
   December 2, 1998.6

5.   On July 20, 1999, the Enforcement Division of the 
   Wireless Telecommunications Bureau7 issued a Notice of 
   Apparent Liability for Forfeiture (``NAL''), finding IBM 
   apparently liable for a forfeiture in the total amount of 
   $20,000.8  Specifically, the NAL concluded that IBM had 
   ``engaged in unauthorized pro forma transfers of control 
   of the stations, in apparent repeated violation of 
   Section 310(d) of the Communications Act of 1934, as 
   amended ("Act") and Section 101.53 of the Commission's 
   Rules.''

6.   On August 19, 1999, IBM submitted a response to the NAL 
   in which it argued that as a matter of policy, the 
   Commission should not impose a forfeiture on IBM.9  IBM 
   also argued in the alternative that if the Commission did 
   impose a forfeiture, it should reduce the amount of the 
   forfeiture significantly.10  IBM subsequently withdrew 
   this response.11

7.   On September 24, 1999, IBM met with Commission staff.  
   At this meeting, IBM informed the Commission that it may 
   have prematurely transferred control of 20 of the 22 
   licenses that were the subject of the NAL to the Boeing 
   Company (``Boeing'') as part of a very large and complex 
   transaction involving the transfer of information 
   technology facilities and services between the two 
   corporations.  Prior to the meeting, IBM and Boeing had 
   filed applications for the Commission's consent to assign 
   the licenses in question to Boeing. Those applications 
   were granted on October 6, 1999.  At this meeting, IBM 
   also informed the Commission that it had discovered 
   another license that should have been included in the pro 
   forma transfer of licenses from Advantis to IBM.

8.   IBM committed to conducting a comprehensive due 
   diligence review of its operations and licenses.  On 
   December 17, 1999, IBM reported the results of its due 
   diligence review.  IBM reported two additional instances 
   where it had acquired control of Commission licenses 
   without seeking prior approval of the Commission.  The 
   first such instance occurred on July 7, 1995, when IBM 
   acquired control of two currently active land mobile 
   licenses from Lotus Development Corporation (call signs 
   KNJJ238 and WNZT528).  The second instance occurred on 
   September 24, 1999, when IBM acquired control of three 
   land mobile licenses held by Sequent Computer Systems, 
   Inc. (call signs WNXT503, WNSA207, and WNYM818).

                    III.      Definitions
9.   For the purposes of this Consent Decree, the following 
   definitions shall apply:
          (a)  "Commission" means the Federal Communications 
               Commission.
          (b)  "Bureau" means the Commission's Enforcement 
               Bureau.
          (c)  "IBM" means International Business Machines 
               Corporation and all of its subsidiaries and 
               affiliates.
          (d)  ``NAL'' means International Business 
               Machines, Notice of Apparent Liability for 
               Forfeiture, 14 FCC Rcd 11667 (WTB released 
               July 20, 1999)
          (e)  ``Advantis transactions'' means the series of 
               transactions that culminated on October 1, 
               1997, with the merging of Advantis 
               Corporation, ISSC, and ISSC Holdings, Inc. 
               into IBM.
          (f)  ``Boeing transactions'' means the series of 
               transactions that culminated in the January 
               1, 1999, transfer of stations formerly 
               licensed to Advantis from IBM to the Boeing 
               Company. 
          (g)  ``Lotus transaction'' means the transaction 
               that culminated on July 7, 1995, with the 
               transfer of licenses formerly held by Lotus 
               Development Group to IBM.
          (h)  ``Sequent transaction'' means the transaction 
               that culminated on September 24, 1999, with 
               the transfer of licenses formerly held by 
               Sequent Computer Systems, Inc. to IBM.
          (i)  "Order" means an order of the Enforcement 
               Bureau adopting this Consent Decree.
          (j)  "Final Order" means an Order that is no 
               longer subject to administrative or judicial 
               reconsideration, review, appeal, or stay.

                       IV.  Agreement

10.  Without admitting to any violation of the Commission's 
   rules, IBM agrees not to contest findings in the NAL that 
   IBM apparently violated Section 310(d) of the 
   Communications Act of 1934, as amended, and Sections 
   90.113 and/or 101.53 of the Commission's rules with 
   respect to the Advantis transactions, provided that these 
   findings shall not be used by the Bureau against IBM or 
   its affiliates in any other current or future proceedings 
   before the Bureau, except as set forth in paragraph 17 of 
   this Consent Decree.

11.  IBM and the Bureau agree that this Consent Decree does 
   not constitute an adjudication of the merits, or any 
   finding on the facts or law regarding any violations 
   committed by IBM arising out of the Advantis, Boeing, 
   Lotus, or Sequent transactions.

12.  IBM shall make a voluntary contribution to the United 
   States Treasury in the amount of $70,000 within 10 
   calendar days after the Bureau releases an Order adopting 
   this Consent Decree. 

13.  IBM agrees to implement a comprehensive Compliance 
   Program to ensure compliance with the Communications Act 
   and the Commission's rules and policies.  Documents 
   describing the Compliance Program are contained in a 
   letter from James C. Rendeiro III, Vice President, 
   Associate General Counsel, IBM Global Services, to John 
   J. Schauble, Special Counsel, Investigations and Hearings 
   Division, Enforcement Bureau dated April 6, 2000 and are 
   incorporated herein by reference. 

14.  In express reliance upon the covenants and 
   representations contained herein, the Bureau agrees to 
   terminate the investigation into the Advantis, Boeing, 
   Lotus, and Sequent transactions upon the Order adopting 
   this Consent Decree becoming a Final Order.

15.  In consideration for the termination of these 
   proceedings in accordance with the terms of this Consent 
   Decree, IBM agrees to the terms, conditions and 
   procedures contained herein.

16.  The Bureau agrees not to institute any new proceeding, 
   formal or informal, of any kind against IBM for 
   violations of Section 310(d) the Communications Act or 
   Sections 90.113 and 101.53 of the Commission's rules 
   regarding the Advantis, Boeing, Lotus, or Sequent 
   transactions that are the subject of this Consent Decree.

17.  In the event that IBM is found by the Commission or its 
   delegated authority to have engaged in conduct the same 
   or similar to that described in paragraph 10 of this 
   Consent Decree, IBM and the Bureau agree that the 
   apparent misconduct described in paragraph 10 may be used 
   by the Bureau only to fashion an appropriate sanction, 
   provided that IBM shall not be precluded or estopped from 
   litigating de novo any and all of the issues arising from 
   the facts and allegations presented in the NAL as 
   necessary to defend, in any forum, its interest from 
   challenge by any person or entity not a party to this 
   Consent Decree.

18.  IBM admits the jurisdiction of the Bureau to adopt this 
   Consent Decree.

19.  IBM 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 Order adopts the 
   Consent Decree without change, addition, or modification.

20.  IBM and the Bureau agree that the effectiveness of this 
   Consent Decree is expressly contingent upon issuance of 
   the Order, provided the Order adopts the Consent Decree 
   without change, addition, or modification. 

21.  IBM and the Bureau recognize that 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.

22.  IBM and the Bureau agree that if IBM, 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 IBM nor the 
   Commission shall contest the validity of the Consent 
   Decree or Order, and IBM and the Commission shall waive 
   any statutory right to a trial de novo with respect to 
   any matter upon which the Order is based, and shall 
   consent to a judgment incorporating the terms of this 
   Consent Decree.

23.  IBM 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.

24.  IBM agrees that any violation of the Order adopting 
   this Consent Decree shall constitute a separate violation 
   of a Commission order, entitling the Commission to 
   exercise any rights and remedies attendant to the 
   enforcement of a Commission order.

25.  This Consent Decree may be signed in counterparts.

FEDERAL COMMUNICATIONS COMMISSION, ENFORCEMENT BUREAU


By:   /s/ David H. Solomon                                                
5/18/00 
     David H. Solomon                        Date
     Bureau Chief

INTERNATIONAL BUSINESS MACHINES
CORPORATION


By:    /s/ Philip Thompson                                       
5/12/00 __ 
     Philip S. Thompson                      Date
     Vice President, Business Transformation
     and Chief Information Officer
_________________________

1  Stations WNTT360 (Huntington Beach, CA); WHJ651 
(Huntington Beach, CA); WNEZ481 (Monrovia, CA); WNEZ480 (La 
Habra, CA); WHJ653 (Cypress, CA); WHJ649 (Hazelwood, CA); 
WHJ650 (Torrance, CA); WHJ816 (Saint Charles, MO); WNER966 
(Dominguez Hills, CA); WNET350 (Gardena, CA); WNEU335 (Gray 
Butte, CA); WNEU679 (Long Beach, CA); WNEW515 (Long Beach, 
CA); WNEY550 (Long Beach, CA); WNEZ482 (Compton, CA); 
WNTB361 (Long Beach, CA); WNTH667 (Edwards AFB, CA); WNTL350 
(Anaheim, CA); WNTT359 (Long Beach, CA); WNTX919 
(Wrightwood, CA); WNTX920 (Long Beach, CA); and WPJF891 
(Long Beach, CA).
 
2  See Request for Special Temporary Authority, filed 
November 2, 1998, by IBM, p. 1.
3  Id., pp. 1-2.
4  Id. (STA Request is stamped ``Granted'').
5  File Nos. 746030, 746032-746052.
6  See Public Notice No. 2018, released December 8, 1998 
(WTB).
7  Prior to November 8, 1999, the Enforcement Division of 
the Wireless Telecommunications Bureau handled this 
proceeding.  On November 8, 1999, pursuant to the 
Commission's reorganization, the proceeding was transferred 
to the Investigations and Hearings Division of the 
Enforcement Bureau.  Establishment of the Enforcement and 
Consumer Information Bureau, FCC 99-172 (released October 
27, 1999).
8  See International Business Machines, Notice of Apparent 
Liability for Forfeiture, 14 FCC Rcd 11667 (WTB released 
July 20, 1999).
9  See Response of International Business Machines 
Corporation to Notice of Apparent Liability for Forfeiture, 
(filed Aug. 19, 1999) at 9-11.
10 Id. at 11-16.
11  See Letter, dated September 28, 1999 from J.C. Rendeiro 
III, Vice President, Associate General Counsel, IBM Global 
Services, to Thomas J. Sugrue, Chief, Wireless 
Telecommunications Bureau, FCC.