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


In the Matter of                 )
                                )
Access Integrated Networks,      )
Inc.                             )
                                )    File No. EB-03-TC-041
                                )    NAL/Acct. No. 200432170002
                                )    FRN:  0005044375
Verification of Orders for       )
Telecommunications Service       )
Requirement
and Unsolicited Facsimile 
Restrictions

                              ORDER

Adopted:  June 1, 2004                                                                             
Released:  June 3, 2004

By the Chief, Enforcement Bureau:

     1.   In this Order, we adopt a Consent Decree terminating an 
investigation  into  possible  violations  by  Access  Integrated 
Networks, Inc. ("AIN") of Sections 201(b), 227(b)(1)(C), and  258 
of the Communications Act of 1934, as amended (the ``Act'')1  and 
Sections 64.1120 and 64.1200(a)(3) of the Commission's rules.2  

     2.   The Bureau  and  AIN 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.   After reviewing  the terms  of the  Consent Decree,  we 
find that the public  interest would be  served by approving  the 
Consent Decree and terminating the investigation.

     4.   Accordingly, IT IS ORDERED, pursuant to Section 4(i) of 
the Communications Act,  47 U.S.C.   154(i), and the  authority 
delegated by sections 0.111 and 0.311 of the Commission's  rules, 
47 C.F.R.  0.111, 0.311,   that the attached Consent Decree  IS 
ADOPTED.

     5.   AIN shall make its voluntary contribution to the United 
States Treasury 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. The 
payment should  reference  NAL/Acct.  No.  200432170002  and  FRN 
0005044375.

     6.   IT IS FURTHER ORDERED  that the investigation into  the 
matter described herein is terminated.

                         FEDERAL COMMUNICATIONS COMMISSION




                         David H. Solomon
                         Chief, Enforcement Bureau                         Before the
              Federal Communications Commission
                   Washington, D.C. 20554


In the Matter of                  )
                                 )
Access Integrated Networks, Inc.  )
                                 )   File No. EB-03-TC-041
                                 )   NAL/Acct. No. 200432170002
                                 )   FRN:  0005044375
Verification of Orders for        )
Telecommunications Service        )
Requirement                       )
and Unsolicited Facsimile         )
Restrictions


                       CONSENT DECREE

I.  INTRODUCTION

     1.   The Enforcement Bureau (``Bureau'') of the Federal 
Communications  Commission (the  "FCC" or  the "Commission") 
and  Access Integrated  Networks, Inc.  (``AIN''), by  their 
authorized representatives,  hereby enter into  this Consent 
Decree to resolve an  investigation (the "Investigation") by 
the  Bureau  regarding   possible  non-compliance  with  the 
requirements contained in Sections  201(b), 227(b)(1)(C) and 
258  of the  Communications  Act of  1934,  as amended  (the 
``Act''),  and Sections  64.1120  and  64.1200(a)(3) of  the 
Commission's  rules.3   The   Investigation  was  undertaken 
pursuant to Sections 4(i) and 403 of the Act.4  

     2.   The  Enforcement  Bureau  has  been  investigating 
whether  AIN's   sales,  marketing,  and   record  retention 
practices  violated  the  Act and  the  Commission's  rules.  
Specifically, the  Bureau reviewed allegations that  AIN may 
have sent unsolicited  advertisements to facsimile machines; 
submitted   unauthorized  changes   in  subscriber   carrier 
selections;  failed  to  maintain and  preserve  records  of 
verification   of   subscriber  authorizations   to   change 
telecommunications service for a  minimum of two years after 
obtaining such verification; and engaged in other unjust and 
unreasonable   practices  raised   in  letters   of  inquiry 
(``LOIs'') issued  to AIN.5   AIN responded to  the Bureau's 
inquiries.
          
II.  DEFINITIONS

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

          (a)  "Adopting Order" means an Order of the Bureau 
               adopting  the terms  and  conditions of  this 
               Consent Decree.

          (b)  "AIN"    includes     directors,    officers, 
               employees, agents or  any other person acting 
               under, by,  through, or  on behalf  of Access 
               Integrated   Networks,   Inc.,  directly   or 
               indirectly, or through any corporate or other 
               device,    including     its    subsidiaries, 
               affiliates, and successors.

          (c)  ``Authorized Sales  Agent'' means  any person 
               or entity  authorized by AIN or  an AIN agent 
               to market telecommunications  services on its 
               behalf.

          (d)  ``Bureau''  means the  Enforcement Bureau  of 
               the Federal Communications Commission.

          (e)  "Effective Date" means the  date on which the 
               Bureau releases the Adopting Order.

          (f)  The  "FCC"  or  the  "Commission"  means  the 
               Federal  Communications  Commission  and  all 
               Bureaus  and   Offices  of   the  Commission, 
               including the Enforcement Bureau.

          (g)  "Parties" means AIN and the Bureau.

          (h)  ``Telemarketing Sales''  means the initiation 
               of  a  telephone  call  for  the  purpose  of 
               obtaining an  oral authorization to  submit a 
               preferred  carrier  change  on  behalf  of  a 
               subscriber.   Telemarketing  Sales result  in 
               oral  authorizations that  must be  confirmed 
               via  independent   third  party  verification 
               (``TPV'')  pursuant  to  the  procedures  set 
               forth in 47 C.F.R.  64.1120(c)(3).

          
III.  AGREEMENT

     4.   AIN  represents  and  warrants   that  it  is  the 
properly named party  to this Consent Decree  and is solvent 
and  has  sufficient  funds  available  to  meet  fully  all 
financial  and  other  obligations set  forth  herein.   AIN 
further  represents and  warrants  that it  has caused  this 
Consent   Decree   to   be  executed   by   its   authorized 
representative,  as a  true act  and  deed, as  of the  date 
affixed  next  to  said  representative's  signature.   Said 
representative and AIN respectively  affirm and warrant that 
said representative is acting in his/her capacity and within 
his/her  authority as  a corporate  officer of  AIN, and  on 
behalf   of  AIN   and  that   by  his/her   signature  said 
representative is binding AIN to the terms and conditions of 
this Consent Decree.   AIN also represents that  it has been 
represented by counsel of its choice in connection with this 
Consent   Decree   and   is   fully   satisfied   with   the 
representation of counsel.

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

     6.   AIN  will make  a  voluntary  contribution to  the 
United States Treasury  in the amount of  one hundred fifty-
five thousand dollars ($155,000).  The payment shall be made 
as  follows:   one payment  of  $95,000  within thirty  (30) 
calendar  days  after  the   Effective  Date,  and  six  (6) 
consecutive  monthly  installments   of  $10,000  commencing 
within sixty  (60) calendar  days after the  Effective Date.  
The  payments  shall be  made,  without  further protest  or 
recourse, by check,  wire transfer, or money  order drawn to 
the order of the  Federal Communications Commission, and the 
check, wire transfer,  or money order should  refer to ``NAL 
Acct.  No. 200432170002.''   If  AIN makes  this payment  by 
check or money order, it must  mail the check or money order 
to: Forfeiture  Collection Section, Finance  Branch, Federal 
Communications   Commission,   P.O.  Box   73482,   Chicago, 
Illinois,  60673-7482.  If  AIN makes  this payment  by wire 
transfer,  it  must wire  such  payment  in accordance  with 
Commission procedures for wire transfers.

     7.   AIN agrees  that it  will voluntarily  implement a 
Compliance Program  as set  forth below, beginning  no later 
than 30 days after the Effective Date.  Under this program: 

          (a)  AIN will implement a  written policy that (1) 
               prohibits     Authorized    Sales     Agents, 
               contractors and  employees that  market AIN's 
               services from  sending unsolicited facsimiles 
               except as  permitted in  Section 227(b)(1)(C) 
               of the  Act and Section 64.1200(a)(3)  of the 
               Commission's    rules   and    (2)   requires 
               Authorized    Sales   Agents    to   maintain 
               documentation of prior  express invitation or 
               permission  by any  recipient of  a facsimile 
               advertisement.  In addition, AIN will require 
               any  Authorized Sales  Agent that  intends to 
               market  AIN  services   through  the  use  of 
               facsimile  advertisements   to  obtain  AIN's 
               prior   consent  before   sending  any   such 
               facsimiles.  Authorized  Sales Agents  who do 
               not  receive  AIN's  prior  consent  will  be 
               prohibited from using facsimiles to advertise 
               AIN  services. If  an Authorized  Sales Agent 
               has been given approval  by AIN to market AIN 
               services   through  the   use  of   facsimile 
               advertisements,   AIN   shall  require   each 
               approved Authorized  Sales Agent  to maintain 
               for  one year,  a  quarterly, written  report 
               that (i)  identifies the number  of facsimile 
               advertisements sent during  the quarter, (ii) 
               identifies the telephone number to which each 
               facsimile advertisement  was sent  during the 
               quarter;  and (iii)  confirms  that prior  to 
               sending  the fax  the Authorized  Sales Agent 
               had   documentation   demonstrating   express 
               invitation  or  permission  from  the  person 
               receiving   the    facsimile   advertisement.  
               Failure by an approved Authorized Sales Agent 
               to submit  this report  shall be  grounds for 
               AIN  to revoke  the Authorized  Sales Agents' 
               permission  to send  facsimile advertisements 
               on  behalf of  AIN  and/or  to terminate  the 
               sales    agency    relationship.    If    any 
               requirement of this  provision conflicts with 
               a  Commission  rule  or  order  that  becomes 
               effective during  the period of  this Consent 
               Decree and imposes a higher burden of care on 
               AIN, that  requirement will be  superseded by 
               such Commission rule or order.


          (b)  AIN  will  implement   written  policies  and 
               procedures  that:    (1)  require   that  all 
               records   of   verification   of   subscriber 
               authorizations  to change  telecommunications 
               service  meet the  requirements set  forth in 
               the  Commission's rules  and orders;  and (2) 
               require that all  such records are maintained 
               and  preserved for  a  minimum  of two  years 
               after   obtaining    such   verification   in 
               compliance  with the  Commission's rules  and 
               orders.   AIN  will require  compliance  with 
               these   policies   in  all   contracts   with 
               Authorized Sales Agents, and will incorporate 
               the   written  policies   in  its   corporate 
               compliance,   agent    compliance,   employee 
               training and agent training programs.  

             (c)          AIN  will not state or  imply that 
               it  is  affiliated  with,  is  a  subsidiary, 
               division, faction or billing  agent of, or is 
               sponsored  by  an  incumbent  local  exchange 
               carrier, interexchange carrier,  or any other 
               unaffiliated entity.

             (d)           In  sales  calls, AIN  will  make 
               clear to  each prospective customer  that the 
               customer  is   changing  his  or   her  local 
               telephone, intraLATA  toll, or  long distance 
               service  provider, as  applicable.  AIN  will 
               not  state or  imply  that  its services  are 
               provided  by  the  incumbent  local  exchange 
               carrier  or   any  other   carrier  currently 
               providing  telecommunications service  to the 
               customer  or  that the  customer's  telephone 
               services  will  remain  with  the  consumer's 
               current  service  provider.   Nothing  herein 
               shall prohibit AIN  from truthfully answering 
               any  questions  from customers  or  potential 
               customers  regarding   the  services   to  be 
               provided    by   AIN,    including,   without 
               limitations,   statements   that   truthfully 
               describe  any interconnection  agreement with 
               an incumbent  local telephone company  or the 
               obligations of the Act. 

             (e)    AIN will  require each  Authorized Sales 
               Agent  to obtain  AIN's prior  consent before 
               commencing  any Telemarketing  Sales activity 
               on  AIN's  behalf.   AIN  shall  monitor  the 
               Telemarketing   Sales   activities   of   its 
               Authorized  Sales Agents  to ensure  that the 
               activities are being  conducted in compliance 
               with  AIN policies  and the  FCC's rules  and 
               orders.   AIN represents  that  it will  take 
               proactive  measures  to  monitor  compliance, 
               through measures  determined by AIN,  such as 
               on-site  visits to  Authorized Sales  Agent's 
               telemarketing facilities or random telephonic 
               monitoring  of  outbound  sales calls.  At  a 
               minimum  AIN  will  conduct  either  on  site 
               visits  or  telephonic  monitoring.   In  the 
               event  AIN  conducts  on-site  visits  to  an 
               Authorized  Sales  Agent, AIN  shall  conduct 
               such visits at least  twice per year.  In the 
               event AIN conducts telephonic monitoring, AIN 
               shall monitor, on a random unannounced basis, 
               a   minimum   of    two   calls   per   sales 
               representative per  week and eight  calls per 
               sales  representative  per  month  to  ensure 
               compliance  with  all  AIN  policies.   AIN's 
               Authorized  Sales  Agent   may  perform  this 
               initial   random   monitoring  provided   all 
               monitored  calls  are  taped  and  monitoring 
               results  are reviewed  by AIN  on at  least a 
               monthly basis.   In addition, AIN  shall have 
               the capability  to remotely  monitor outbound 
               sales calls on  an unannounced basis.  Should 
               AIN  receive  information indicating  that  a 
               particular Authorized Sales Agent has engaged 
               in   practices    that   may    violate   the 
               Commission's  rules  and  orders,  AIN  shall 
               engage in telephonic  monitoring of the calls 
               of that Agent for a period of time sufficient 
               to determine  whether he or she  is operating 
               in compliance with the Commission's rules and 
               orders. If AIN  discovers noncompliance, such 
               Agent shall be  terminated in accordance with 
               AIN's written procedures described below.

             (f)    In the event AIN or its Authorized Sales 
               Agents  engage  in Telemarketing  Sales,  AIN 
               shall contract directly  with the entity that 
               will   provide   independent   TPV   services 
               pursuant  to  Section  64.1120(c)(3)  of  the 
               Commission's rules.  AIN's  contract with the 
               independent   third   party  verifier   shall 
               provide for the  maintenance and preservation 
               of  the   TPV  records  in   compliance  with 
               Commission rules and orders; require that AIN 
               have  access to  and the  ability to  produce 
               copies  of TPV  records within  30 days  of a 
               request   from  a   consumer  or   regulatory 
               authority; and  require that AIN  approve all 
               verification scripts used  by the independent 
               third party verifier.

          (g)  AIN will implement,  for all Authorized Sales 
               Agents, contractors and  employees who market 
               AIN's services, a training program addressing 
               the requirements and procedures for obtaining 
               and maintaining  subscriber authorizations to 
               change telecommunications  service.  AIN will 
               make clear that failure to follow these rules 
               and  procedures will  result in  disciplinary 
               action and could  result in termination.  All 
               Authorized  Sales   Agents,  contractors  and 
               employees will  be required to  complete such 
               training at least once a year. 

          (h)  AIN will incorporate  its sales and marketing 
               policies into  all contracts  with Authorized 
               Sales  Agents.  Violations  of the  sales and 
               marketing  policies  by  an agent  or  agency 
               shall  be  grounds  for  termination  of  the 
               contract.

          (i)  AIN agrees to maintain  and make available to 
               the Bureau, within 14  days of receipt of any 
               specific  written  request from  the  Bureau, 
               business  records   demonstrating  compliance 
               with the terms and provisions of this Consent 
               Decree.


Nothing  in  this  Compliance   Program  shall  alter  AIN's 
obligation to  otherwise comply  with the  Act and  with the 
Commission's  rules and  orders,  subject  to paragraph  16, 
below.

     8.   Within sixty (60) calendar days from the Effective 
Date, AIN will provide a written report to the Bureau of its 
compliance with  this Consent Decree, including  progress in 
implementing  its Compliance  Program.  AIN  also agrees  to 
submit  to  the Bureau  additional  written  reports of  its 
compliance with this Consent Decree six (6) months after the 
Effective Date,  one (1) year  after the Effective  Date and 
thereafter, upon written request from the Bureau. 

     9.   In   express  reliance   on   the  covenants   and 
representations contained  herein, the Commission  agrees to 
terminate  the  Investigation   concerning  compliance  with 
Sections  201(b),  258  and  227(b)(1)(C)  of  the  Act  and 
Sections  64.1120  and  64.1200(a)(3)  of  the  Commission's 
rules.

     10.  The  Parties  agree   and  acknowledge  that  this 
Consent Decree  shall constitute  a final settlement  of the 
Investigation.  The  Bureau agrees  that, in the  absence of 
new  material evidence,  it  will not  initiate  on its  own 
motion  any other  enforcement action  against AIN  based on 
this Investigation concerning violations of Sections 201(b), 
258 and  227(b)(1)(C) of  the Act  and Sections  64.1120 and 
64.1200(a)(3) of  the Commission's rules occurring  prior to 
the  Effective  Date,   or  seek  on  its   own  motion  any 
administrative  or other  penalties from  AIN based  on this 
Investigation.   Consistent with  the foregoing,  nothing in 
this  Consent Decree  limits the  Commission's authority  to 
consider  and adjudicate  any  complaint that  may be  filed 
pursuant to Section 208 of the  Act, 47 U.S.C.  208, and to 
take any action otherwise authorized  by the Act in response 
to such complaint.

     11.  AIN 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.  The Bureau  also agrees 
that, in  the absence  of material  new evidence  related to 
such matters, it will not  institute, on its own motion, any 
new proceeding,  formal or informal,  or take any  action on 
its  own  motion  against  AIN with  respect  to  its  basic 
qualifications, including  the character  qualifications, to 
be a Commission licensee.

     12.  AIN's agreement to enter  into this Consent Decree 
is expressly contingent upon the issuance of an Order by the 
Commission  or  the  Bureau  that is  consistent  with  this 
Consent Decree, and which  adopts the Consent Decree without 
change, addition, or modification.

     13.  AIN  represents and  warrants  that  it shall  not 
effect  any change  in its  form  of doing  business or  its 
organizational   identity   or   participate   directly   or 
indirectly  in any  activity to  form a  separate entity  or 
corporation that engages in  acts prohibited in this Consent 
Decree  or  for  any  other purpose  which  would  otherwise 
circumvent  any   part  of   this  Consent  Decree   or  the 
obligations of  this Consent  Decree.  AIN agrees  to notify 
the    Chief,    Telecommunications   Consumers    Division, 
Enforcement   Bureau,  Federal   Communications  Commission, 
Washington D.C.  20554, at least  thirty (30) days  prior to 
the effective  date of  any material  change in  AIN's legal 
status or corporate structure,  including but not limited to 
any  merger,  incorporation,   dissolution,  or  assignment.  
Nothing in  this Consent  Decree shall be  deemed  to  be an 
obligation  by  AIN to  disclose  to  the Bureau  ``material 
inside information,'' as that  term is defined in applicable 
securities laws and regulations.

     14.  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.

     15.  AIN represents  and warrants that neither  AIN nor 
any of  its representatives, employees, agents  or any other 
person  acting under,  by,  through, or  on  behalf of  AIN, 
directly or  indirectly, or  through any corporate  or other 
device,   shall  state,   represent,  or   imply  that   the 
Commission, or  any other  governmental unit  or subdivision 
thereof,  approved  or  authorized  any  practice,  act,  or 
conduct of  AIN as  a result of  this Consent  Decree, other 
than the  standards and  actions set  forth in  this Consent 
Decree.

     16.  The Parties  also agree  that if any  provision of 
the  Consent Decree  conflicts with  any subsequent  rule or 
order adopted  by the Commission, where  compliance with the 
provision would result in a violation of the subsequent rule 
or  order,  that  provision   will  be  superseded  by  such 
Commission rule or order. 

     17.  By  this Consent  Decree,  AIN does  not waive  or 
alter  its   right  to  assert  and   seek  protection  from 
disclosure of  any privileged or otherwise  confidential and 
protected documents and information,  or to seek appropriate 
safeguards   of   confidentiality  for   any   competitively 
sensitive  or   proprietary  information.   The   status  of 
materials prepared for, reviews made and discussions held in 
the preparation  for and implementation of  AIN's compliance 
efforts under this Consent  Decree, which would otherwise be 
privileged or confidential, is  not altered by the execution 
or implementation of the terms of this Consent Decree and no 
waiver of such privileges is made by this Consent Decree.

     18.  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 AIN  nor the  Bureau 
shall  contest the  validity of  the Consent  Decree or  the 
Adopting  Order,  and AIN  and  the  Bureau will  waive  any 
statutory  right to  a trial  de  novo with  respect to  any 
matter upon  which the  Adopting Order  is based,  and shall 
consent  to  a  judgment  incorporating the  terms  of  this 
Consent Decree.

     19.  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 
and the Rules.   The Parties agree that  this Consent Decree 
is for settlement purposes only and that by agreeing to this 
Consent Decree, AIN does not admit or deny any liability for 
violating  the Communications  Act  or  Commission rules  in 
connection with  the matters  that are  the subject  of this 
Consent Decree.

     20.  AIN  agrees  that  any violation  of  the  Consent 
Decree  or the  Adopting  Order will  constitute a  separate 
violation of a Commission order, entitling the Commission to 
exercise any rights or remedies attendant to the enforcement 
of a Commission order.

     21.  The Parties  agree that this Consent  Decree shall 
expire  two  (2) years  after  the  Effective Date.   Unless 
otherwise  specified, all  commitments  made  by AIN  herein 
shall continue until the expiration of this Consent Decree.  

     22.  This Consent Decree may be signed in counterparts.For the Enforcement Bureau                   For Access 
Integrated Networks, Inc.


By:_______________________________      
By:___________________________
     David H. Solomon                             Vincent 
Oddo
     Chief, Enforcement Bureau                    President
     Federal Communications Commission            Access 
Integrated Networks, Inc.



__________________________________      
______________________________
Date                               Date


_________________________

1 47 U.S.C.  201(b), 227(b)(1)(C), and 258.  
2 See 47 C.F.R. 64.1200(a)(3), 64.1120(a)(1)(ii), (c)(3)(iv).
3 47 U.S.C.  201(b), 227(b)(1)(C),  258; 47 C.F.R.  
64.1120, 64.1200(a)(3).

4 47 U.S.C.  154(i), 403.
5  Letter from  Colleen Heitkamp,  Chief, Telecommunications 
Consumers  Division,  Enforcement  Bureau,  to  Mr.  William 
Wright, Chief Executive Officer  (May 28, 2003); Letter from 
Colleen   Heitkamp,   Chief,  Telecommunications   Consumers 
Division,   Enforcement  Bureau,   to   Counsel  to   Access 
Integrated  Networks,  Inc.  (Aug. 15,  2003);  Letter  from 
Colleen   Heitkamp,   Chief,  Telecommunications   Consumers 
Division,   Enforcement  Bureau,   to   Counsel  to   Access 
Integrated Networks,  Inc. (Sep. 12, 2003);  and Letter from 
Colleen   Heitkamp,   Chief,  Telecommunications   Consumers 
Division,   Enforcement  Bureau,   to   Counsel  to   Access 
Integrated Networks, Inc. (Nov. 20, 2003).