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                         CONSENT DECREE



                          Introduction

     1.   The Enforcement  Bureau of  the Federal  Communications 
Commission and  OnSat  Network Communications,  Inc.  (``OnSat'') 
hereby  enter  into  this   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 Rules  regarding 
the operation of C-Band satellite earth stations.

                           Background

     2.   OnSat is a company  founded in 1998  and based in  Salt 
Lake City, Utah.   It seeks  to provide,  and is  providing on  a 
limited scale, interactive  and high speed  broadband service  to 
under-served populations in rural America.

     3.   To  make  a  wider-scale   roll-out  of  its   services 
possible,  OnSat  submitted  a  petition  to  the  Commission  in 
September  1999,  seeking  a  declaratory  ruling  that  entities 
desiring to implement a C-Band network using Very Small  Aperture 
Terminal or ``VSAT'' architecture were eligible for a streamlined 
licensing procedure, such that they could file a lead application 
to be followed by notification of subsequent remote antennae that 
conformed to the technical specifications of the lead application 
and that have been coordinated.1

     4.   OnSat worked constructively  with International  Bureau 
staff to identify procedures that would result in the streamlined 
processing of earth station applications.  While its petition was 
pending the  release of,  and  action on,  a notice  of  proposed 
rulemaking on comprehensive  changes to  satellite earth  station 
licensing procedures, OnSat  was encouraged to  file a lead  Form 
312  application  to  be  followed  by  modifications  to   cover 
follow-on remotes which  share the  technical characteristics  of 
the earth station in the lead application.

     5.   OnSat filed its lead Form 312 application and  Schedule 
B for  3.7  meter  dishes  on July  25,  2000  with  a  completed 
frequency  coordination  study  (Call  Sign  E000369;  File   No. 
SES-LIC-20000801-01226).  The  application  sought  authorization 
for one site in Red Mesa, Arizona.

     6.   Because of  a miscommunication  within OnSat,  the  Red 
Mesa earth station was  made operational on  July 26, 2000  after 
the lead  Form 312  application had  been filed,  but before  the 
Commission had acted  on the  application.  It  is believed  that 
someone  within  OnSat  confused  FCC  staff's  approval  of  the 
procedures for filing  and processing  OnSat's applications  with 
the grants themselves.

     7.   OnSat  also  activated   two  remote   sites,  one   in 
Bakersfield, California on July 27,  2000, and one in  Kalispell, 
Montana on  August 4,  2000,  before frequency  coordination  was 
completed and before FCC  applications or modifications had  been 
filed.

     8.   OnSat learned that its operation of the three sites was 
unauthorized on August 18,  2000.  That very  day, OnSat and  its 
counsel notified the International Bureau of the violations.   It 
informed the  International  Bureau that  it  had shut  down  the 
Montana and California sites that very day and that it would seek 
special temporary  authority  (``STA'')  for  the  Arizona  site.  
OnSat scheduled a meeting for the next day with International and 
Enforcement  Bureau  staff  to  discuss  the  violations  and   a 
compliance plan.  That meeting was  attended by OnSat's Chief  of 
Operations and counsel who conveyed OnSat's understanding of  the 
gravity of its mistakes.

     9.   On August 18, 2000, OnSat de-activated the Montana  and 
California sites.  On August  19, 2000, OnSat  sought an STA  for 
the Arizona site.  The STA was  granted on August 30, 2000  (File 
No. SES-STA-20000822-01478). 

     10.  OnSat  has  not  been  issued  a  notice  of   apparent 
liability nor has  any complaint  against it been  lodged at  the 
Commission or lodged informally with OnSat.

                           Definitions

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

     (a)  ``Commission''   or   ``FCC''    means   the    Federal 
Communications Commission;
     (b)  ``Bureau'' means the Commission's Enforcement Bureau;
     (c)  ``International   Bureau''   means   the   Commission's 
International Bureau;
     (d)  ``OnSat'' means OnSat Network Communications, Inc.; 
          (e)  ``Parties'' means OnSat and the Bureau; and
     (f)  ``Order''  means  the  Bureau's  order  adopting   this 
Consent Decree; and  
               (g)  ``Rules'' means the Commission's  regulations 
               found  in  Title  47   of  the  Code  of   Federal 
               Regulations.

                            Agreement

     12.  OnSat  admits  to  the  Commission's  jurisdiction  for 
purposes of this Consent Decree and the adopting Order.

     13.  The Parties agree that  the provisions of this  Consent 
Decree shall  be  subject  to  the  Bureau's  final  approval  by 
incorporation into an adopting Order.

     14.  The Parties agree that this Consent Decree shall become 
effective when  the  Bureau  releases  the  adopting  Order.   On 
release, the adopting  Order and this  Consent Decree shall  have 
the same force and effect as any other Commission order, 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 order.

     15.  OnSat agrees to  take steps  to ensure  that it  avoids 
violations of the  FCC's regulations.  It  agrees to implement  a 
three-point compliance plan as of October  1, 2000 for a term  of 
at least two years.  First, the authority to authorize  operation 
of any  FCC-regulated  facility will  be  exercised by  a  single 
person - OnSat's Chief of Operations.  By taking this step, OnSat 
hopes to  better  control  actions  within  the  company  and  to 
centralize responsibility  for  FCC  compliance.   Second,  OnSat 
agrees to coordinate  more closely with  its outside  engineering 
consultant and legal  counsel and  will not  activate a  facility 
without confirmation that such activation is authorized.   Third, 
OnSat agrees to  have its  counsel give a  compliance seminar  in 
Utah this fall  to all  OnSat employees  with responsibility  for 
FCC-regulated activities to increase  their understanding of  the 
Commission's Rules.

     16.  OnSat agrees to  make a voluntary  contribution to  the 
United States  Treasury  in  the amount  of  $14,000  within  360 
calendar days of release of the adopting Order.  OnSat will  make 
this contribution  without protest  or recourse,  by credit  card 
through the  Commission's Credit  and Debt  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, P.O.  Box 
73482, Chicago, Illinois 60673-7482.  The payment must include  a 
reference to ``EB-00-TS-240'' and ``NAL Acct. No. 200132100002.''

     17.  OnSat and  the Bureau  agree that  this Consent  Decree 
shall constitute a  final settlement between  them.  In light  of 
the covenants  and  representations  contained  in  this  Consent 
Decree, and in express reliance  thereon, the Bureau agrees  that 
it will not start,  on it own  motion, an enforcement  proceeding 
against OnSat based  on the facts  set forth in   2-10 of  this 
Consent Decree and that it will not use those facts against OnSat 
with respect to its basic qualifications to be a licensee in  any 
current or future proceeding.

     18.  OnSat and the  Bureau agree  that, if the  FCC, or  the 
U.S. on behalf of the  FCC, brings an administrative or  judicial 
action to enforce the terms of the adopting Order, neither  OnSat 
nor the FCC will  contest the validity of  the Consent Decree  or 
adopting Order, and  OnSat will  waive any statutory  right to  a 
trial de novo with  respect to the matter  on which the  adopting 
Order is based, and shall consent to a judgment incorporating the 
terms of this Consent Decree.

     19.  OnSat 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.

     20.  OnSat waives any claims it may otherwise have under the 
Equal Access to  Justice Act,  5 U.S.C.   504 and  47 C.F.R.   
1.1501 et seq.

     21.  If the FCC finds that OnSat has engaged in conduct  the 
same or similar to that  described in this Consent Decree,  OnSat 
and the FCC agree that the prior  conduct may be used by the  FCC 
only to fashion an appropriate sanction, provided that OnSat will 
not be precluded or estopped from litigating de novo any and  all 
of the issues arising from  the conduct described in the  factual 
recitation found in this Consent  Decree as necessary to  defend, 
in any forum, its interest from challenge by any person or entity 
not a party to this Consent Decree.  Any provision of the Consent 
Decree affected by or inconsistent  with subsequent FCC Rules  or 
orders will be superseded by such FCC Rules or orders.

     22.  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 any FCC public record, nor used 
in any fashion by any party in a legal proceeding.  

     23.  This Consent Decree may be signed in counterparts.   


FOR THE ENFORCEMENT BUREAU,      FOR ONSAT NETWORK 
FEDERAL COMMUNICATIONS           COMMUNICATIONS, INC.
COMMISSION



                                 ______________________________-
______________________________-  ___________
___________                      Kuen Damiano
David H. Solomon                 Chief of Operations
Chief, Enforcement Bureau
                                 Date:
Date:

_________________________

1 OnSat Petition for Declaratory Order, Waiver and Request for 
Expedited Action, File No. SAT-PDR-19990910-00091, Public Notice, 
Report No. SAT-00026 (rel. Sept. 23, 1999).