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                                   Before the

                       Federal Communications Commission

                              Washington, DC 20554


                                        )                           
                                                                    
                                        )   File No. EB-04-IH-0455  
     In the Matter of                                               
                                        )   Acct. No. 200632080150  
     Clear World Communications Corp.                               
                                        )   FRN No. 0003-7363-60    
                                                                    
                                        )                           


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission ("Commission") and Clear World Communications Corp. ("Clear
       World" or the "Company") hereby enter into this Consent Decree for the
       purpose of terminating the Bureau's investigation into whether Clear
       World violated section 254 of the Communications Act of 1934, as
       amended (the "Act"), relating to universal service, and/or certain
       Commission rules relating to universal service, the Telecommunications
       Relay Service ("TRS") Fund, the North American Numbering Plan
       Administration ("NANPA"), and regulatory fees.

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

    a. "Commission" and "FCC" mean the Federal Communications Commission.

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

    c. "Clear World" means Clear World Communications Corp. and its
       predecessors-in-interest and successors-in-interest.

    d. "Parties" means Clear World and the Bureau.

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

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

    g. "Investigation" means the investigation commenced by the Bureau's
       September 28, 2004 Letter of Inquiry regarding whether Clear World
       violated the requirements of section 254 of the Act and/or
       sections 1.1157, 52.17, 54.706, 54.711, 64.604 and 64.1195 of the
       Commission's rules relating to carrier registration, universal service
       reporting and contribution, number administration, telecommunications
       relay systems and regulatory fee payments.

   I. BACKGROUND

    3. Pursuant to section 64.1195(a) of the Commission's rules, all carriers
       that provide interstate telecommunications service must register with
       the Commission through submission of FCC Form 499-A. In addition,
       pursuant to section 254(d) of the Act and sections 54.706(a) and
       54.711(a) of the Commission's rules, telecommunications carriers that
       provide interstate telecommunications services and private service
       providers that provide interstate telecommunications services are
       required to file annual and quarterly Telecommunications Reporting
       Worksheets (FCC Forms 499-A and 499-Q) and contribute to the Universal
       Service Fund ("USF").

    4. Section 225(b)(1) of the Act codifies Title IV of the Americans with
       Disabilities Act of 1990. In support of that Act, section 64.604 of
       the Commission's rules requires every carrier that provides interstate
       telecommunications services to file Telecommunications Reporting
       Worksheets and contribute to the TRS Fund based upon its interstate
       and international end-user revenues.

    5. Section 251(e)(1) of the Act directs the Commission to ensure the
       availability of telephone numbers on an equitable basis. To this end,
       section 52.17 of the Commission's rules requires that all
       telecommunications carriers file Telecommunications Reporting
       Worksheets and contribute toward the costs of numbering administration
       on the basis of their end-user telecommunications revenues for the
       prior calendar year.

    6. Pursuant to section 9(a)(1) of the Act and section 1.1151 of the
       Commission's rules, interstate telecommunications and other providers
       must pay regulatory fees to the Commission to recover the costs of
       certain regulatory activities. In particular, sections 1.1154 and
       1.1157(b)(1) of the Commission's rules require that interstate
       telecommunications carriers pay regulatory fees on the basis of their
       interstate and international end-user revenues.

    7. Clear World is a privately-owned company offering inter-exchange
       carriage services mainly on the west coast of the United States, and
       is obligated to operate in accordance with the Commission's USF rules.
       On September 28, 2004, the Bureau issued a Letter of Inquiry ("LOI")
       directing Clear World to provide information about its compliance with
       the Commission's registration requirements and reporting and
       contribution requirements involving the Universal Service Fund, the
       TRS Fund, and the NANPA Fund. Clear World submitted a response to the
       LOI on November 10, 2004 and supplemental responses on December 10,
       2004, February 1, 2005 and May 24, 2005. In addition, on January 24,
       2005, Clear World self-reported possible rule violations that came to
       light during an internal compliance audit. The Bureau requested
       additional information regarding this disclosure on February 22, 2005
       and Clear World submitted a response to that request on March 4, 2005.

   II. AGREEMENT

    8. The Parties agree that the provisions of this Consent Decree shall be
       subject to final approval by the Bureau, through entry of the Order,
       which shall immediately resolve and terminate the Investigation.

    9. 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 or the Commission's rules and orders. The
       Parties agree that this Consent Decree is for settlement purposes only
       and that by agreeing to this Consent Decree, Clear World does not
       admit or deny liability for violating any statute, regulation, or
       administrative rule in connection with matters that are the subject of
       this Consent Decree.

   10. Clear World agrees that it will make a voluntary contribution to the
       United States Treasury in the amount of $290,000, paid in thirty-five
       equal monthly installments of $8,000 and an initial payment in the
       first month of $10,000, with the first payment due 30 days after the
       Effective Date and each of the thirty-five successive payments due 30
       days after the previous payment. The payment must be made by check or
       similar instrument, payable to the order of the Federal Communications
       Commission. The payment must include "Acct. No. 200632080150" and "FRN
       No. 0003-7363-60." Payment by check or money order may be mailed to
       Federal Communications Commission, P.O. Box 358340, Pittsburgh, PA
       15251-8340. Payment by overnight mail may be sent to Mellon Bank /LB
       358340, 500 Ross Street, Room 1540670, Pittsburgh, PA 15251. Payment
       by wire transfer may be made to ABA Number 043000261, receiving bank
       Mellon Bank, and account number 911-6106.

   11. For purposes of settling the matters set forth herein, Clear World
       agrees to maintain a compliance program related to future compliance
       with the Act, the Commission's rules, and the Commission's orders. The
       program will include, at a minimum, the following components:

    a. Compliance Manual. The Company shall create, maintain and update an
       FCC Compliance Manual. Company personnel shall have ready access to
       the Compliance Manual and are to follow the procedures contained in
       it. The Compliance Manual will, among other things, describe the
       regulatory fee, universal service, Telecommunications Relay Service
       and North American Numbering Plan Administration rules and
       requirements as they apply to Clear World. The Compliance Manual will
       set forth a schedule of filing and payment dates associated with these
       regulatory programs, and Clear World will create compliance
       notifications that alert the Company to upcoming filing and payment
       dates. The Compliance Manual will encourage personnel to contact the
       Company's Legal Department, the Company's Chief Executive and/or the
       Company's Chief Financial Officer with any questions or concerns that
       arise with respect to the Company's FCC Compliance. The Company shall
       submit to the Bureau a final version of its Compliance Manual 30 days
       after the Effective Date.

    b. Compliance Training Program. The Company will establish an FCC
       Compliance Training Program for employees who engage in activities
       subject to FCC regulation. Training sessions will be conducted at
       least annually to ensure compliance with the Act and the FCC's
       regulations and policies and within the first 30 days of employment
       for all new employees.

    c. Designated Contact. The Company will designate one employee as the
       point of contact for regulatory compliance matters.

    d. Review and Monitoring. The Company will review the FCC Compliance
       Manual and FCC Compliance Training Program annually to ensure that
       they are maintained in a proper manner and continue to address the
       objectives set forth therein.

    e. Audits. The Company will ensure that external and internal audit
       reviews specifically address the Company's compliance with the FCC
       regulatory requirements.

    f. Termination. Clear World's obligation under this Paragraph 11 shall
       expire 36 months after the Effective Date.

   12. Clear World acknowledges as of March 14, 2006, it is obligated to pay
       the Universal Service Administrative Company ("USAC") and the
       Commission $3,128,821 in outstanding contributions to the USF and
       interest, late charges, administrative charges, and late payment fees
       associated with those contributions. Since June 2005, Clear World has
       been regularly paying down its outstanding debt with monthly payments
       to the FCC or USAC and, as of March 1, 2006, has made debt reduction
       payments totaling $530,000. As a condition of this Consent Decree,
       Clear World will structure and implement a payment plan with the
       Commission's Office of Managing Director ("OMD") and USAC eliminating
       the total outstanding obligation.

   13. The Bureau agrees that it 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 Clear World 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 Clear World with respect to
       Clear World's basic qualifications, including its character
       qualifications, to be a Commission licensee or authorized common
       carrier.

   14. Nothing in this Consent Decree shall prevent the Commission or its
       delegated authority from adjudicating complaints filed pursuant to
       section 208 of the Act against Clear World or its affiliates for
       alleged violations of the Act, or for any other type of alleged
       misconduct, regardless of when such misconduct took place. The
       Commission's adjudication of any such complaint will be based solely
       on the record developed in that proceeding. Except as expressly
       provided in this Consent Decree, this Consent Decree shall not prevent
       the Commission from investigating new evidence of noncompliance by
       Clear World of the Act, the rules, or the Order.

   15. Clear World 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 Degree
       and the Order adopting this Consent Decree, provided the Bureau issues
       an Order adopting the Consent Decree without change, addition,
       modification, or deletion. Clear World shall retain the right to
       challenge Commission interpretation of the Consent Decree or any terms
       contained herein.

   16. Clear World's decision to enter into this Consent Decree is expressly
       contingent upon the Bureau's issuance of an Order that is consistent
       with this Consent Decree, and which adopts the Consent Decree without
       change, addition, modification, or deletion.

   17. 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.

   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 Clear World nor the Commission shall contest the validity of
       the Consent Decree or the Adopting Order, and Clear World shall waive
       any statutory right to a trial de novo.

   19. 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 authorized by law
       attendant to the enforcement of a Commission order.

   20. The Parties also 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 Clear World does not expressly consent) that
       provision will be superseded by such Commission rule or order.

   21. Clear World 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.

   22. This Consent Decree may be signed in counterparts.


     ________________________________    
                                         
     Kris Anne Monteith                  
                                         
     Chief, Enforcement Bureau           
                                         
     Federal Communications Commission   
                                         
     ________________________________    
                                         
     Date                                
                                         
     ________________________________    
                                         
     James Mancuso                       
                                         
     General Counsel and Secretary       
                                         
     Clear World Communications Corp.    
                                         
     ________________________________    
                                         
     Date                                


   47 U.S.C. S 254.

   47 C.F.R. SS 1.1157, 52, 54 and 64.

   See Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC to Robert Brewton, Clear World
   Communications Corp. (September 28, 2004).

   47 C.F.R. S 64.1195(a).

   47 U.S.C. S 254(d); 47 C.F.R. SS 54.706(a), 54.711(a).

   47 U.S.C. S 225(b)(1).

   47 C.F.R. S 64.604(c)(5)(iii)(A).

   47 U.S.C. S 251(e)(1).

   47 C.F.R. S 52.17(a).

   47 U.S.C. S 159(a)(1); see also 47 C.F.R. S 1.1151.

   See 47 C.F.R. SS 1.1154, 1.1157(b)(1).

   See http://www.clearworld.net.

   47 C.F.R. S 706(a)(5).

                                 Federal Communications Commission DA 06-1063

   3

                                 Federal Communications Commission DA 06-1063