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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                  )                            
                                                               
     In the Matter of             )                            
                                                               
     Long Distance Consolidated   )   File No. EB-04-TC-147    
                                                               
     Billing Co.                  )   NAL/Acct.: 200732170003  
                                                               
     Verification of Orders for   )   FRN:0004337499           
                                                               
     Telecommunications Service   )                            
                                                               
                                  )                            


                                     ORDER

   Adopted: October 25, 2006 Released: October 25, 2006

   By the Chief, Enforcement Bureau:

   1. In this Order, we adopt the attached Consent Decree entered into
   between the Enforcement Bureau of the Federal Communications Commission
   ("FCC" or "Commission") and Long Distance Consolidated Billing Co.
   ("LDCB"). The Consent Decree terminates an investigation into potential
   violations by LDCB of sections 201(b) and 258 of the Communications Act of
   1934, as amended ("the Act"), as well as Commission rules and orders, in
   connection with changing the designated preferred carrier of consumers
   without their authorization and verification, a practice commonly known as
   "slamming."

   2. The Enforcement Bureau and LDCB have negotiated the terms of a Consent
   Decree that would resolve this matter and terminate the Bureau's
   investigation. A copy of the Consent Decree is attached hereto and is
   incorporated by reference.

   3. We have reviewed the terms of the Consent Decree and evaluated the
   facts before us. We find that the public interest would be served by
   adopting the Consent Decree and terminating the above-captioned
   investigation.

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

   5. it is furthered ordered that the above-captioned proceeding is
   TERMINATED.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris A. Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                  )                                
                                                                   
     In the Matter of             )                                
                                                                   
     Long Distance Consolidated   )   File No. EB-04-TC-147        
                                                                   
     Billing Co.                  )   NAL/Acct. No.: 200732170003  
                                                                   
     Verification of Orders for   )   FRN: 0004337499              
                                                                   
     Telecommunications Service   )                                
                                                                   
                                  )                                


                                 CONSENT DECREE

   I. INTRODUCTION

   1. The Enforcement Bureau ("Bureau") of the Federal Communications
   Commission (the "FCC" or "Commission") and Long Distance Consolidated
   Billing Co. ("LDCB"), by their authorized representatives, hereby enter
   into this Consent Decree to resolve the Bureau's investigation (the
   "Investigation") regarding possible non-compliance with the requirements
   of sections 201(b) and 258 of the Communications Act of 1934, as amended,
   (the "Act"), and section 64.1120 of the Commission's rules.

   II. BACKGROUND

   2. The Bureau sent a letter of inquiry ("LOI") to LDCB on January 28,
   2005, concerning Consumer Complaints filed with the Commission indicating
   that LDCB may have submitted preferred carrier changes on behalf of
   consumers without following the Commission's verification procedures. The
   LOI directed LDCB, among other things, to provide information regarding
   both its telemarketing and third party verification practices, as well as
   copies of any complaints that LDCB received from a regulatory authority
   (other than the FCC) or directly from consumers, from April 1, 2004
   through January 28, 2005, alleging that the preferred carrier for a
   consumer's local, intraLATA toll, or long distance services were changed
   without the consumer's permission, or "slammed," after receiving a call
   from LDCB or a LDCB telemarketing contractor. The LOI directed LDCB to
   support its response with pertinent documentation and affidavits.

   3. LDCB provided its written response on March 11, 2005, and supplemented
   its response on April 12, 2005, and November 22, 2005.

   III. DEFINITIONS

   4. For 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 without change, addition, or
   modification, and formally terminating the above-captioned Investigation.

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

   c. "Effective Date" means the date on which the Bureau releases the
   Adopting Order.

   d. The "FCC" or the "Commission" means the Federal Communications
   Commission.

   e. "Investigation" means the investigation commenced by the Bureau's
   letter of inquiry dated January 28, 2005, regarding LDCB's possible
   noncompliance with sections 201 and 258 of the Act and section 64.1120 of
   the Commission's rules.

   f. "LDCB" or "Company" means Long Distance Consolidated Billing Co., and
   any affiliate, d/b/a, predecessor-in-interest, parent companies, and any
   direct or indirect subsidiaries of such companies, or other affiliated
   companies or businesses and their successors and assigns.

   g. "Parties" means LDCB and the Bureau.

   h. "Consumer Complaint" means any complaint LDCB receives directly from a
   consumer or LDCB receives from a federal or state regulatory agency
   alleging that LDCB has changed the consumer's preferred carrier without
   authorization or that the consumer was mislead about the nature of LDCB's
   services during the marketing of the services.

   VI. AGREEMENT

   5. LDCB agrees that the Commission and its delegated authority, the
   Bureau, have jurisdiction over it and the subject matter contained in this
   Consent Decree and the authority to enter into and adopt this Consent
   Decree.

   6. LDCB 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. LDCB
   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 LDCB respectively affirm and warrant that said
   representative is acting in her capacity and within her authority as a
   member of LDCB, and on behalf of LDCB, and that, by her signature, said
   representative is binding LDCB to the terms and conditions of this Consent
   Decree.

   7. The Parties agree and acknowledge that this Consent Decree shall
   constitute a final settlement of the Investigation. In express reliance on
   the covenants and representations contained herein, and in order to avoid
   the potential expenditure of additional public resources, the Bureau
   agrees to terminate 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 LDCB concerning matters that were the
   subject of this Investigation, or seek on its own motion any
   administrative or other penalties from LDCB 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. S 208, or to take
   any action otherwise authorized by the Act. In consideration of the
   termination of the Investigation, LDCB agrees to the following terms and
   conditions of this Consent Decree:

   8. Misleading Sales Calls. No sales representative will make a sales call
   that is misleading in any material respect. For example, such calls will
   not represent, suggest, or imply:

   i. that the company calling the consumer is any company other than LDCB;

   ii. that the purpose of the sales call is anything other than offering the
   consumer

   long distance service and a bill consolidating service;

   iii. that the call will not result in a change of the consumer's long
   distance carrier;

   iv. that another carrier (or the consumer's current carrier) cannot make
   or complete

   certain long distance calls; or,

   v. that the call is only for the purpose of verifying or confirming the
   consumer's

   current service.

    9. Revised Scripts. LDCB will revise its sales and third party
       verification (TPV) scripts

   within thirty (30) calendar days of the Effective Date. The sales script
   will be revised to alert the consumer that his/her long distance provider
   will be changed. LDCB will revise the TPV script to elicit clearly the
   consumer's approval to switch service providers.

   10. Consumer Remedies. LDCB will promptly and in good faith address and
   resolve all Consumer Complaints in a reasonable manner. In all cases where
   LDCB concludes that misleading statements were made by a sales
   representative, it will contact the consumer and provide appropriate
   remedies, including assistance to the customer in returning to his
   preferred carrier and reasonable credits or refunds for charges incurred
   as permitted by applicable federal and state laws or regulations. Further,
   LDCB will have all Consumer Complaints regarding an alleged unauthorized
   switch of service providers addressed by specially-trained customer
   service representatives. When a consumer calls alleging an unauthorized
   preferred carrier change, the consumer will be forwarded to LDCB
   representatives with special training in the subject matter. Wherever
   possible, the consumer's concern will be addressed during the first call.
   In those cases where it is necessary to arrange to call the consumer back
   or have the consumer leave a message for that purpose, LDCB will ensure
   that the consumer's call is returned by a specially-trained representative
   within twenty-four (24) hours.

   11. Customer Service Record Retention. LDCB will retain records of
   Consumer Complaints and customer service responses, including consumer
   credits, for the term of the Consent Decree. These records will be made
   available to the Bureau within twenty (20) days of any request from the
   Bureau.

   Such Consumer Complaint records shall include all written Consumer
   Complaints filed

   directly with LDCB and those Consumer Complaints filed against, or
   otherwise submitted to, LDCB in any local, state, or federal jurisdiction.
   The record of Consumer Complaints shall include the name, address, and
   telephone number of each complainant, LDCB's response, and the final
   disposition of each such Consumer Complaint. For the purposes of this
   provision, Consumer Complaint records shall include all writings, computer
   records, electronic or e-mail communications, and all written notes
   regarding such complaints. LDCB will maintain such records in an accurate
   and easy-to-review format.

   12. Sales Training Materials. LDCB will implement a new policy manual
   ("Manual") within thirty (30) calendar days of the Effective Date. The
   Manual will prohibit any activity that violates any federal or state law,
   misrepresents the sales caller's identity or purpose, or involves any
   other false, misleading, untrue, or incomplete statements. The Manual will
   impose a "zero tolerance" policy for acts of misrepresentation and
   violation of the policies and requirements in the Manual, and provide that
   LDCB may immediately terminate its relationship with any employee,
   affiliate, agent, contractor or any other individual or entity acting on
   behalf of, or for the benefit of, LDCB which violates any policy or
   requirement described in the Manual. Within sixty (60) days of the
   Effective Date, all existing marketing agents will be required to review
   the Manual and each new marketing agent will review it as a part of his
   initial training. In addition, LDCB's "zero tolerance" policy regarding
   slamming and deceptive marketing practices (or any other violation of the
   Manual) will be emphasized to all such sales representatives.

   The activity prohibited by the Manual will include, but will not be
   limited to:

   i. Any activity which violates any federal or state law or results in
   violation of any regulation enacted by any federal or state governmental
   body including the FCC or any state public utilities commission. Any
   activity which would constitute a violation of federal or state slamming
   or cramming laws is strictly prohibited; and,

   ii. Any act of misrepresentation or fraud made in relation to LDCB's
   services, rates, surcharges, terms, and conditions. This may include, but
   is not limited to, the following:

   (1) claiming that a sales call is for a purpose other than to sell LDCB's
   long distance services;

   (2) claiming to be affiliated with or working for any telecommunications
   carrier or any company other than LDCB;

   (3) failing to identify adequately the marketing representative or LDCB on
   a sales call; and,

   (4) making any false, untrue, misleading, or incomplete statements.

   13. Marketing Contracts. Any marketing contracts LDCB enters into with
   sales marketing companies will require that the marketing companies agree
   to abide by all applicable federal and state laws and regulations. The
   marketing contracts will allow LDCB, in its sole discretion, to terminate
   the contract upon any accusation, against the marketer, of illegal
   conduct, including misrepresentation.

   14. Counsel Review. Prior to effectuating any Manual controlling the
   marketing or sale of LDCB's long distance or bill consolidation services,
   or implementing changes to its sales or TPV scripts, LDCB will submit the
   same to legal counsel for review and advice regarding conformity with the
   requirements of the Consent Decree and all applicable federal and state
   laws and regulations. Such counsel shall have experience with federal
   telecommunications and consumer protection laws, including the law
   relating to fraudulent, deceptive, unconscionable and unfair acts or
   practices.

   15. Notice of Consent Decree. Within thirty (30) calendar days of the
   Effective Date, LDCB will thoroughly review the substantive requirements
   and procedures set forth in the Consent Decree with its directors and
   officers, and with managers, employees, agents, and persons associated
   with LDCB who are responsible for implementing the obligations contained
   herein. LDCB will, within thirty (30) calendar days of the Effective Date,
   deliver to each of its current directors and officers, and to all
   managers, employees, agents, and persons associated with the LDCB having
   sales, marketing/advertising, operational or customer service
   responsibility with respect to LDCB's long distance and consolidated
   billing services, written instructions as to their respective
   responsibilities in connection with LDCB's compliance and obligations
   under this Consent Decree. LDCB will distribute such instructions to all
   its future directors and officers wherever located, and to all future
   managing marketing personnel.

   16. Business Records Demonstrating Compliance. LDCB will maintain and make
   available to the Bureau, within twenty (20) calendar days of receipt of
   any request from the Bureau, business records demonstrating compliance
   with the terms and provisions of the Consent Decree.

   17. Term of Consent Decree. Three (3) years from the Effective Date.

   18. 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 non-compliance by LDCB 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, LDCB does not admit or deny any
   noncompliance, violation, or liability for violating the Act or
   Commission's rules and orders in connection with the matters that are the
   subject of this Consent Decree.

   19. In further consideration for the termination of the Investigation in
   accordance with the terms of this Consent Decree, LDCB agrees to make a
   voluntary contribution to the United States Treasury, without further
   protest or recourse to a trial de novo, in the amount of eighty-five
   thousand dollars ($85,000.00). The payment shall be made in four equal
   installments over a twelve (12) month period, that will begin on the
   Effective Date. The first installment of $21,250.00 shall be made within
   three (3) months of the Effective Date. The second installment of
   $21,250.00 shall be made within six (6) months of the Effective Date. The
   third installment of $21,250.00 shall be made within nine (9) months of
   the Effective Date. The fourth and final payment of $21,250.00 shall be
   made within twelve (12) months of the Effective Date. Payment must be made
   by check or similar instrument, payable to the order of the Federal
   Communications Commission. The payment must include the NAL/Acct. No. and
   FRN No. referenced above. Payment by check or money order may be mailed to
   Forfeiture Collection Section, Finance Branch, Federal Communications
   Commission, P.O. Box 358340, Pittsburgh, Pennsylvania, 15251. Payment by
   overnight mail may be sent to Mellon Client Service Center, 500 Ross
   Street, Room 670, Pittsburgh, PA 15262-0001, Attn: FCC Module Supervisor.
   Payment by wire transfer may be made to: ABA Number 043000261, receiving
   bank Mellon Bank, and account number 911-6229. Please include your
   NAL/Acct. No. with your wire transfer remittance.

   20. LDCB 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 for the purpose of engaging 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. LDCB
   agrees to notify the Chief, Telecommunications Consumers Division,
   Enforcement Bureau, Federal Communications Commission, 445 12^th Street,
   S.W., Washington D.C. 20554, at least thirty (30) calendar days prior to
   the effective date of any material change in LDCB's legal status or
   corporate structure, including but not limited to any merger,
   incorporation, dissolution, assignment, or transfer of its
   subscriber/customer base. Nothing in this Consent Decree shall be deemed
   to be an obligation by LDCB to disclose to the Bureau "material inside
   information," as that term is defined in applicable securities laws and
   regulations.

   21. LDCB agrees to provide a written report ("Compliance Report") to the
   Bureau six (6) months from the Effective Date describing its compliance
   efforts with this Consent Decree. LDCB also agrees to submit to the Bureau
   additional Compliance Reports twelve (12), twenty-four (24), and
   thirty-six (36) months from the Effective Date. These Compliance Reports
   will also quantify the number of Consumer Complaints regarding marketing
   or slamming, filed with the Commission or a state public utilities
   commission, received by LDCB during the period covered by the Report. All
   Compliance Reports shall be submitted to the Bureau via e-mail and U.S.
   mail to the attention of the Chief, Telecommunications Consumers Division,
   Enforcement Bureau, Federal Communications Commission, 445 12^th Street,
   S.W., Washington, D.C. 20554.

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

   23. Provided the Adopting Order adopts the Consent Decree without change,
   addition, or modification, LDCB waives any and all rights it may have to
   seek administrative or judicial reconsideration, review, appeal or stay,
   or otherwise to challenge or contest the validity of this Consent Decree
   and the Adopting Order.

   24. In the event that any court of competent jurisdiction renders this
   Consent Decree invalid, it shall become null and void and may not be used
   in any manner in any legal proceeding.

   25. The Parties 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, that
   provision will be superseded by such Commission rule or order.

   26. By this Consent Decree, LDCB 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
   LDCB's compliance efforts under this Consent Decree, which would otherwise
   be privileged or confidential, are 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.

   27. 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 LDCB nor the Commission will contest the validity of the Consent
   Decree or Adopting Order, and LDCB and the Commission 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.

   28. LDCB 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.

   29. This Consent Decree may be signed in counterparts.

   For the Enforcement Bureau For Long Distance Consolidated Billing Co.

   By:_____________________________ By:____________________________________

   Kris A. Monteith Jan Lowe

   Chief, Enforcement Bureau President

   Federal Communications Commission Long Distance Consolidated Billing Co.

   _________________________________ ________________________________________

   Date Date

   47 U.S.C. SS 201(b), 258.

   "Slamming" refers to the submission or execution of a change in a
   subscriber's selection of a telecommunications service provider without
   following the Commission's authorization and verification rules. See
   generally 47 C.F.R. SS 64.1100-64.1195.

   LDCB's business address is 145 S. Livernois Road, Suite 199, Rochester, MI
   48307. LDCB is a nationwide reseller of international, interstate, and
   intrastate interexchange telecommunications services.

   47 U.S.C. SS 201(b), 258; 47 C.F.R. S 64.1120.

   See Letter from Colleen Heitkamp, Chief, Telecommunications Consumers
   Division, Enforcement Bureau, Federal Communications Commission to Ms. Jan
   M. Lowe, President, Long Distance Consolidated Billing Co. (Jan. 28,
   2005).

   See Letter from Thomas K. Crowe, Gregory E. Kunkle, Counsel for Long
   Distance Consolidated Billing Co. to David Hunt, Attorney,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission (Mar. 11, 2005); Letter from Thomas K. Crowe,
   Gregory E. Kunkle, Counsel for Long Distance Consolidated Billing Co. to
   David Hunt, Attorney, Telecommunications Consumers Division, Enforcement
   Bureau, Federal Communications Commission (Apr. 12, 2005); Letter from
   Thomas K. Crowe, Gregory E. Kunkle, Counsel for Long Distance Consolidated
   Billing Co. to Edward Hayes, Attorney, Telecommunications Consumers
   Division, Enforcement Bureau, Federal Communications Commission (Nov. 22,
   2005).

   See supra note 3.

   (...continued from previous page)

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