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                           Before the
                     Washington, D.C. 20554

In the Matter of              )         
                         )    File No. EB-00-TS-032; 
SouthEast Telephone, Inc.          )    NAL/Acct. No. X3210-001

                         CONSENT DECREE

1.        The Enforcement Bureau ("Bureau") of the Federal 
Communications Commission ("Commission'' or ``FCC"), and 
SouthEast Telephone, Inc. ("South?East"), hereby enter into this 
voluntary Consent Decree resolving possible violations of Section 
301 of the Communications Act of 1934, as amended, 47 U.S.C. 
§ 301, and the Commission's policies and rules regarding the 
operation of Broad?band Personal Communications Service ("PCS") 
facilities (the ``Inquiry'').

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

     2.a.      "Commission" or "FCC" means the Federal 
     Communications Commission;
     2.b.      "Bureau" means the FCC's Enforcement Bureau;
     2.c.      "SouthEast" means SouthEast Telephone, Inc., its 
     successors and assigns;
     2.d.      "Parties" means SouthEast and the Bureau;
     2.e.      "Adopting Order" means an Order of the Bureau 
     adopting the terms and conditions of this Consent Decree;
     2.f.      ``Act'' means the Communications Act of 1934, as 
     amended, 47 U.S.C. §§ 151 et seq;
     2.g.      ``Rules'' means the rules adopted by the 
     Commission pursuant to the Act;
     2.h.      ``NAL'' means the Notice of Apparent Liability 
     issued by the Bureau on February 22, 2000, DA 00-325, 
     holding SouthEast apparently liable for a forfeiture in the 
     amount of $100,000 for alleged violations of Section 301 of 
     the Act and Section 24.803 of the Rules.
3.        The Parties agree that the provisions of this voluntary 
Consent Decree shall be subject to final approval by the Bureau 
by incorporation of such provisions by reference into an Adopting 
Order of the Bureau.

4.        The Parties agree that this Consent Decree shall become 
effective on the date on which the Bureau 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 
Commission, and any violation of the terms of this Consent Decree 
shall constitute a violation of a Commission Order entitling the 
Commission to exercise any and all rights and to seek any and all 
remedies authorized by law for the enforcement of a Commission 

5.        SouthEast admits the jurisdiction of the Commission for 
purposes of this Consent Decree and the Adopting Order.

6.        SouthEast waives any rights that it may have to further 
procedural steps and any rights it may have to seek judicial 
review or otherwise challenge or contest the validity of the 
Adopting Order or this Consent Decree.

7.        SouthEast waives any rights it may have under any 
provision of the Equal Access to Justice Act, 5 U.S.C. § 504.

Statement of Facts

8.        SouthEast was the winning bidder for six C-Block PCS 
licenses that the Commission auctioned in 1996.  SouthEast timely 
made its initial payments and was granted six licenses, for which 
SouthEast immediately sought financing for construction.

9.        In October 1998, SouthEast completed construction and 
commenced operation of the one PCS station for which it was able 
to secure financing, the B474C license in the Williamsburg, West 
Virginia-Pikeville Kentucky Basic Trading Area (``Pikeville 

10.       On October 26, 1998, SouthEast filed an emergency 
petition with the FCC seeking a temporary waiver of Section 
1.2110(f)(4)(iii) of the Rules, which would allow SouthEast until 
December 31, 1998, to make its first interest-only installment 
payment on its six PCS licenses, which was otherwise due to be 
paid to the Commission on October 29, 1998.

11.       On October 29, 1998, the Commission denied SouthEast's 
emergency waiver petition, which under the Rules caused 
SouthEast's PCS licenses to cancel automatically and revert to 
the Commission unless otherwise stayed.  SouthEast expeditiously 
sought administrative and judicial relief from the automatic 
cancellation of its licenses, including timely filing a petition 
for reconsideration and request for stay with the FCC.  SouthEast 
continued to operate its PCS station in the Pikeville BTA pending 
the judicial and administrative appeals.

12.       On November 12, 1998, the Wireless Telecommu?nications 
Bureau announced that it would hold a re-auction of PCS spectrum, 
ultimately scheduled to begin on March 23, 1999, that was to 
include SouthEast's PCS licenses.  On November 20, 1998, 
SouthEast petitioned the D.C. Circuit to stay the planned re-
auction but was ultimately denied.  On March 11, 1999, South?East 
filed a petition requesting that the Commission stay the upcoming 
auction or, in the alternative, withdraw SouthEast's contested 
licenses therefrom.  

13.       On April 2, 1999, the Commission denied SouthEast's 
outstanding petition for reconsideration and request for stay of 
the October 29, 1998 order, as well as SouthEast's request for 
stay of the C-Block re-auction.

14.       On April 14, 1999, SouthEast requested special 
temporary authority ("STA") from the Commission for 180 days to 
continue operating its PCS facilities in the Pikeville BTA.

15.       On April 29, 1999, a staff member of the Wireless 
Telecommunications Bureau spoke with SouthEast's counsel about 
its STA application and requested additional information about 
SouthEast's PCS operations.  SouthEast responded to the Wireless 
Bureau's inquiry regarding the STA application, at which time 
South?East stated that it had commenced operation of its PCS 
facilities in the Pikeville BTA in October of 1998, and as of 
April 30, 1999, it was still operating and serving 137 

16.       On April 30, 1999, SouthEast filed a petition for 
review of the Commission's April 2, 1999, Order with the D.C. 
Circuit, which the court denied on November 24, 1999.

17.       On September 29, 1999, the Wireless Bureau granted a 
license for the Pikeville BTA to ComScape Communications, Inc. 
(``ComScape''), the winning bidder for the license at the C-Block 
re-auction.  On October 8, 1999, ComScape filed an informal 
complaint with the FCC citing SouthEast's continued operation of 
PCS facilities in the Pikeville BTA.  

18.       On October 29, 1999, the Wireless Bureau asked 
SouthEast to respond to ComScape's informal complaint.  On 
November 22, 1999, SouthEast responded, confirming its continued 
operation of PCS facilities in the Pikeville BTA, but noting that 
it had not marketed or publicized that service or otherwise 
attempted to increase the customer base.

19.       On February 22, 2000, the Wireless Bureau granted 
SouthEast's STA request for the lesser of 180 days or 10 days 
after ComScape notifies SouthEast that ComScape has commenced 
operations in the Pikeville BTA.  Also on February 22, 2000, the 
Enforcement Bureau issued the NAL citing SouthEast for its 
operation of PCS facilities in the Pikeville BTA between February 
22, 1999 (the earliest date to which penalties could relate 
back), and November 22, 1999.

Terms of Settlement

20.       The Parties agree that this Consent Decree is for 
settlement purposes only and that SouthEast does not admit any 
alleged violation or liability for the specific acts described in 
the NAL or in any informal or formal complaints received by the 
Commission on or before the effective date of this Consent 

21.       SouthEast shall make a voluntary contribution to the 
United States Treasury in the amount of forty thousand dollars 
($40,000) as follows:  twenty thousand dollars ($20,000) of the 
contribution shall be paid within ten (10) days of the effective 
date of the Adopting Order, and five (5) payments of four 
thousand dollars ($4,000) each shall be made, respectively, sixty 
(60), ninety (90), one hundred twenty (120), one hundred fifty 
(150) and one hundred eighty (180) days after the effective date 
of the Adopting Order.  All contributions shall be made without 
further protest or recourse, by certified check, cashier's check 
or money order drawn to the order of the Federal Communications 
Commission, and shall be mailed to the Federal Communications 
Commission, P.O. Box 73482, Chicago, Illinois 60673-7482, 
reflecting account number X3210-001.

22.       SouthEast agrees that it will increase education and 
training of all its employees with respect to compliance with the 
Act and the Commission's Rules, as follows:

     22.a.     SouthEast shall implement a formal, comprehensive 
     compliance program (``Compliance Program'') for the 
     education of all officers, employees, contractors, and any 
     other persons or entities associated with SouthEast who have 
     or will have responsibilities for ensuring SouthEast's 
     compliance with the Act and the Rules.  The purpose of the 
     Compliance Program shall be to ensure future compliance by 
     SouthEast with all applicable provisions of the Act, and the 
     FCC's Rules, regulations and policies, and prompt reporting 
     of violations thereof.  SouthEast may at its own discretion 
     terminate the Compliance Program after the expiration of the 
     term of this Consent Decree;
     22.b.     SouthEast shall appoint a Compliance Program 
     Administrator (``Administrator'') who shall establish and 
     maintain a monitoring and evaluation program to oversee 
     mandatory participation in the Compliance Program prior to 
     the assumption of any FCC-related duties by SouthEast 
     personnel.  The Administrator shall require written 
     certification from SouthEast personnel with FCC-related 
     responsibilities that each has read, understands and agrees 
     to abide by the terms of this Consent Decree and the 
     Compliance Program.  The Administrator shall further 
     maintain auditable records and shall produce such records 
     within ten (10) calendar days upon written request of the 
     Commission or the Bureau; and
     22.c.     SouthEast agrees to provide a summary of relevant 
     portions of its revised training materials to the Bureau 
     reflecting implementation of the Compliance Program within 
     ninety (90) days of the effective date of the Adoption 
23.       SouthEast agrees that it shall notify the Chief, 
Enforcement Bureau, Federal Communications Commission, 
Washington, D.C. 20554, at least thirty (30) days prior to the 
effective date of any material change in SouthEast's legal 
status, or corporate structure that may materially affect its 
obligations hereunder, including but not limited to, merger, 
incorporation, dissolution, assignment, or any other changes that 
may materially affect South?East's obligations under this Consent 
Decree.  Nothing in this Consent Decree shall be deemed to be an 
obligation on SouthEast to disclose "material inside 
informa?tion" as that term is defined in applicable securities 
law and regulations.

24.       The Parties agree and acknowledge that this Consent 
Decree shall constitute a final settlement of the Inquiry, and in 
light of the covenants and representations contained in this 
Consent Decree, and in express reliance thereon, and in order to 
avoid litigation costs, the Bureau agrees to terminate same.  
Such termination is without a finding by the Commission or the 
Bureau of wrongdoing by SouthEast.  The Bureau will not initiate 
on its own motion any other enforcement action against SouthEast, 
or seek on its own motion any administrative or other penalties 
from SouthEast based on the allegations in the NAL.  In addition, 
in the absence of additional facts, the Bureau agrees that it 
will not use the allegations and other circumstances set forth in 
the NAL and involved in this proceeding against SouthEast with 
respect to its basic qualifications to be a licensee in any 
current or future proceeding.

25.       The Parties agree that the terms and conditions of this 
Consent Decree shall remain in effect for one year from the 
effective date of the Adopting Order.  The Par?ties also agree 
that any provision of the Consent Decree, except for that 
relating to the Consent Decree constituting a final settlement of 
the Inquiry hereby disposed, which conflicts with any subsequent 
rule or order adopted by the Commission, will be superseded by 
such Commission rule or order.

26.       If this Consent Decree is not signed by both parties, 
is not adopted by the Bureau, or is otherwise rendered invalid by 
any court of competent jurisdiction, it shall become null and 
void and shall not become part of the record in these enforcement 
proceedings, nor used in any fashion by any party in a legal 
proceeding.  The parties agree, however, that except as otherwise 
ordered by any court of competent jurisdiction, the parties will 
comply with this Consent Decree during the pendency of any 
proceeding initiated by a third party seeking to nullify, void or 
otherwise modify the Consent Decree or the Adopting Order.

27.       The parties further agree that this Consent Decree 
shall become effective on the date of the release of the Adopting 

28.       This Consent Decree may be signed in counterparts.


David H. Solomon                   Darrell Maynard
Chief, Enforcement Bureau          President
Federal Communications Commission  SouthEast Telephone, Inc.