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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                 )                           
                                                             
                                 )   File No. EB-05-IH-0034  
     In the Matter of                                        
                                 )   Acct. No. 911-6229      
     Intelecom Solutions, Inc.                               
                                 )   FRN No. 0011-3836-92    
                                                             
                                 )                           


                                     ORDER

   Adopted: December 21, 2006 Released: December 21, 2006

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") of the Federal
       Communications Commission and Intelecom Solutions, Inc. ("Intelecom").
       The Consent Decree terminates an investigation initiated by the Bureau
       into possible violations of section 254 of the Communications Act of
       1934, as amended ("the Act"), relating to universal service, and,
       among others, sections 1.1157, 52.17, 54.706, 54.711, 64.604, and
       64.1195 of the Commission's rules relating to carrier registration,
       revenue reporting, and contribution to certain regulatory programs.

    2. The Bureau and Intelecom have negotiated the terms of a Consent Decree
       that resolves this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. Based on the record before us, and in the absence of material new
       evidence relating to this matter, we conclude that there are no
       substantial or material questions of fact as to

   whether Intelecom possesses the basic qualifications, including those
   related to character, to hold or obtain any Commission license or
   authorization.

    4. After reviewing the terms of the Consent Decree, we find that the
       public interest will be served by adopting the Consent Decree.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, the Consent Decree attached to
       this Order IS ADOPTED.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

   See Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC, to Henry Fiorillo, Chief
   Financial Officer, Intelecom Solutions, Inc., dated Jan. 26, 2005 ("LOI").

   47 U.S.C. S 254(d).

   47 C.F.R. SS 1.1157, 52.17, 54.706, 54.711, 64.604, 64.1195.

   47 U.S.C. S 154(i).

   Federal Communications Commission DA 06-2451

   7

   2

   Federal Communications Commission DA 06-2451

******************************************************** 

                                   Before the

                       Federal Communications Commission

                              Washington, DC 20554


                                 )                           
                                                             
                                 )   File No. EB-05-IH-0034  
     In the Matter of                                        
                                 )   Acct. No. 911-6229      
     Intelecom Solutions, Inc.                               
                                 )   FRN No. 0011-3836-92    
                                                             
                                 )                           


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission (the "Commission" or "FCC") and Intelecom Solutions, Inc.
       ("Intelecom" or the "Company"), by their authorized representatives,
       hereby enter into this Consent Decree for the purpose of terminating
       the Bureau's investigation into whether Intelecom violated section 254
       of the Communications Act of 1934, as amended (the "Act"), relating to
       universal service, and certain of the Commission's rules relating to
       carrier registration, universal service, the Telecommunications Relay
       Services, the North American Numbering Plan Administration, and
       regulatory fees.

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

     a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S
        151 et seq.

     b. "Commission" and "FCC" mean the Federal Communications Commission,
        and all of its bureaus and offices.

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

     d. The "Company" or "Intelecom" shall mean Intelecom Solutions, Inc.,
        any affiliate, d/b/a, predecessor-in-interest, parent companies, any
        wholly or partially owned subsidiary, or other affiliated companies
        or businesses, and all directors, officers, employees or agents,
        including consultants and any other persons working for or on behalf
        of the foregoing at any time during the period covered by this
        letter, unless otherwise noted.

     e. "Parties" means Intelecom and the Commission.

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

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

     h. "Investigation" means the investigation commenced by the Bureau's
        March 30, 2004 letter regarding Intelecom's compliance with the
        registration requirement of section 64.1195 of the Commission's rules
        and the Bureau's January 26, 2005 letter of inquiry regarding whether
        Intelecom 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, the Telecommunications Relay Service, the North American
        Numbering Plan Administration, and regulatory fees.

   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.

    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 Telecommunications Relay Services
       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, and that the
       costs of establishing numbering administration are borne by all
       carriers on a competitively neutral 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. Intelecom offers Unbundled Network Element Platform (UNE-P) local and
       interstate telecommunications services for customers in New York,
       California, and Connecticut. In 2004, the

   Bureau audit staff undertook a compliance review program to identify
   resellers and wholesalers of telecommunications service that may have
   failed to register in accordance with section 64.1195 of the Commission's
   rules. On March 30 and June 18, 2004, the Bureau's audit staff sent
   letters to Intelecom requesting information regarding Intelecom's
   compliance with the Commission's registration requirement. On January 26,
   2005, the Bureau issued a letter of inquiry ("LOI") directing Intelecom to
   submit a sworn written response to a series of questions about the
   company's compliance with various reporting and contribution requirements
   relating to universal service and other federal programs. Intelecom filed
   a response to the Bureau's LOI on February 28, 2005. Subsequently, on
   March 25 and May 11, 2005, Intelecom filed supplemental information. On
   July 6, 2005, the Bureau issued another LOI to Intelecom, and on July 13,
   2005, Intelecom responded. On September 23, 2005, Intelecom filed
   supplemental information, including financial statements and cash flow
   projections. On October 5, 2005, the Bureau directed Intelecom to provide
   additional information concerning that financial information.

    8. On May 25, 2006, Intelecom executed a payment plan with the Universal
       Service Administrative Company ("USAC") and the Commission's Office of
       Managing Director ("OMD") to eliminate its total outstanding
       obligations to the Universal Service Fund. The payment plan, which

   became effective upon execution on May 25, 2006, provides for the payment
   of the principal sum together with accrued interest, administrative
   charges, and penalties.  As of the Effective Date, Intelecom is also
   current on its TRS Fund and numbering contributions and has paid all of
   the Commission's regulatory fees.

   II. AGREEMENT

    9. 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.

   10. 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, Intelecom 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.

   11. Intelecom agrees that it will make a voluntary contribution to the
       United States Treasury in the amount of $150,000, to be paid in
       monthly installments over a three-year period. Under the installment
       plan, Intelecom agrees to make an initial payment of $10,000 by
       January 1, 2007. From February 2007 through July 2007, Intelecom
       agrees to make a monthly payment of $2,000, for a total of $12,000
       during that period. From August 2007 through July 2008, Intelecom
       agrees to make monthly payments of $3,000, for a total of $36,000
       during that period. Beginning in August 2008 through December 2009,
       Intelecom agrees to pay $5,411.77 per month, for a total of $92,000
       during that period. The payments must be made by check or similar
       instrument, payable to the order of the Federal Communications
       Commission. The payment must include "Acct. No. 911-6229" and "FRN No.
       011-3836-92." 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 911-6229.

   12. For purposes of settling the matters set forth herein, Intelecom
       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,
       North American Numbering Plan Administration rules and requirements as
       they apply to Intelecom, including the Company's reporting and payment
       obligations triggered by revenues from resellers that do not
       contribute to the Universal Service Fund. The Compliance Manual shall
       set forth a schedule of filing and payment dates associated with these
       regulatory programs, and Intelecom 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 Designated Contact, attorneys, Chief Executive and/or 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 thirty (30) days
       after the Effective Date.

    b. Compliance Training Program. The Company will establish an FCC
       compliance training program for any employee who engages in activities
       related to FCC regulation of Intelecom. Training sessions will be
       conducted at least annually for such employees to ensure compliance
       with the Act and the FCC's regulations and policies. For new employees
       who are engaged in such activities, the training sessions will be
       conducted within the first thirty (30) days of employment.

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

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

    e. Audits. The Company will ensure that any audit reviews specifically
       consider compliance with FCC regulatory requirements.

    f. Billing Software Review and Updates. The Company will replace or
       update, as necessary, existing billing software and systems to ensure
       compliance with all federal requirements relating to Universal
       Service, TRS, NANPA and regulatory fee programs.

    g. Termination.  Intelecom's obligations under this paragraph shall
       expire 36 months after the Effective Date.

   13. In express reliance on the covenants and representations contained
       herein, and to avoid the potential expenditure of additional public
       resources, the Bureau agrees to terminate the Investigation.

   14. 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 Intelecom 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 Intelecom with respect to
       Intelecom's basic qualifications, including its character
       qualifications, to be a Commission licensee or authorized common
       carrier.

   15. 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 Intelecom 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 Intelecom of the
       Act, the rules, or this Consent Decree.

   16. Intelecom 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 Bureau issues an Order
       adopting the

   Consent Decree without change, addition, modification, or deletion.
   Intelecom shall retain the right to challenge the Bureau's interpretation
   of the Consent Decree or any terms contained herein.

   17. Intelecom'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.

   18. 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.

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

   20. 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.

   21. 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 Intelecom does not consent) that provision
       will be superseded by such Commission rule or order.

   22. Intelecom 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.

   23. This Consent Decree may be signed in counterparts.


        ________________________________   ________________________________   
                                                                              
        Kris Monteith                      Joseph P. Fiorillo                 
                                                                              
        Chief, Enforcement Bureau          President                          
                                                                              
        Federal Communications Commission  Intelecom Solutions, Inc.          
                                                                              
        _______________________________    ________________________________   
                                                                              
        Date                               Date                               


       47 U.S.C. S 254(d).

       47 U.S.C. S 254(d).

       47 C.F.R. SS 1.1157, 52.17, 54.706, 54.711, 64.604, 64.1195.

       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); 47 C.F.R. S 1.1151.

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

       Letter from Hugh L. Boyle, Chief Auditor, Investigations and Hearings
       Division, Enforcement Bureau, FCC, to Intelecom Solutions, dated Mar.
       30, 2004; Letter from Hugh L. Boyle, Chief Auditor, Investigations and
       Hearings Division, Enforcement Bureau, FCC, to Intelecom Solutions,
       dated June 18, 2004.

       Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
       Hearings Division, Enforcement Bureau, FCC, to Henry Fiorillo, Chief
       Financial Officer, Intelecom Solutions, Inc., dated Jan. 26, 2005.

       Letter from Edward A. Yorkgitis, Jr., Darius B. Withers, and Karly E.
       Baraga, Kelley Drye & Warren, LLP, to David M. Janas, Special Counsel,
       Investigations and Hearings Division, Enforcement Bureau, FCC, dated
       Feb. 28, 2005.

       Letter from Edward A. Yorkgitis, Jr., Darius B. Withers, and Karly E.
       Baraga, Kelley Drye & Warren, LLP, to David M. Janas, Special Counsel,
       Investigations and Hearings Division, Enforcement Bureau, FCC, dated
       Mar. 25, 2005; Letter from Edward A. Yorkgitis, Jr., Darius B.
       Withers, and Karly E. Baraga, Kelley Drye & Warren, LLP, to David M.
       Janas, Special Counsel, Investigations and Hearings Division,
       Enforcement Bureau, FCC, dated May 11, 2005.

       Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
       Hearings Division, Enforcement Bureau, FCC, to Edward A. Yorkgitis,
       Jr., Darius B. Withers, and Karly E. Baraga, Kelley Drye & Warren,
       LLP, dated July 6, 2005.

       Letter from Edward A. Yorkgitis, Jr., Darius B. Withers, and Karly E.
       Baraga, Kelley Drye & Warren, LLP, to Raelynn Tibayan Remy,
       Investigations and Hearings Division, Enforcement Bureau, FCC, dated
       July 13, 2005.

       Letter from Edward A. Yorkgitis, Jr., Darius B. Withers, and Karly E.
       Baraga, Kelley Drye & Warren, LLP, to Raelynn Tibayan Remy,
       Investigations and Hearings Division, Enforcement Bureau, FCC, dated
       Sept. 23, 2005.

       Email from Raelynn Tibayan Remy, Investigations and Hearings Division,
       Enforcement Bureau, FCC, to Darius B. Withers, Kelley Drye & Warren,
       LLP, dated Oct. 5, 2005.

       On May 11, 2006, the Commission received notice of substitution of
       counsel for Intelecom Solutions. Letter from Andrew M. Klein, Klein
       Law Group, PLLC, to Raelynn Tibayan Remy, Investigations and Hearings
       Division, Enforcement Bureau, FCC, dated May 11, 2006.

       Federal Communications Commission DA 06-2451

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       Federal Communications Commission DA 06-2451