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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
                                             )                               
                                                                             
     In the Matter of                        )                               
                                                                             
     Talk America Inc.                       )   File No. EB-05-TC-004       
                                                                             
     Compliance with the Commission's        )   NAL/Acct. No. 200732170004  
                                                                             
     Rules and Regulations Governing         )   FRN: 0004319430             
     Truth-in-Billing                                                        
                                             )                               
                                                                             
                                             )                               
                                                                             
                                             )                               


                                     ORDER

   Adopted: December 26, 2006 Released:  December 29, 2006

   By the Commission:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Federal Communications Commission (the "FCC" or
       "Commission") and Talk America Inc. ("Talk America"). The Consent
       Decree terminates a Truth-in-Billing investigation initiated by the
       Enforcement Bureau of the FCC regarding Talk America's compliance with
       section 201(b) of the Communications Act of 1934, as amended (the
       "Act"), 47 U.S.C. S 201(b), section 64.2401(b) of the Commission's
       rules, 47 C.F.R. S 64.2401(b), and the Commission's orders.

    2. The Commission and Talk America have negotiated the terms of a Consent
       Decree that would resolve these matters 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 adopting the Consent Decree and
       terminating the investigation. We also conclude that, in the absence
       of material new information not previously disclosed to the
       Commission, the matters raised in the investigation do not raise any
       substantial and material questions of fact regarding Talk America's
       qualifications to be a Commission licensee.

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

    5. IT IS FURTHER ORDERED that the above-captioned matter IS TERMINATED.

   FEDERAL COMMUNICATIONS COMMISSION

   Marlene H. Dortch

   Secretary

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
                                             )                               
                                                                             
     In the Matter of                        )                               
                                                                             
     Talk America Inc.                       )   File No. EB-05-TC-004       
                                                                             
     Compliance with the Commission's        )   NAL/Acct. No. 200732170004  
                                                                             
     Rules and Regulations Governing         )   FRN: 0004319430             
     Truth-in-Billing                                                        
                                             )                               
                                                                             
                                             )                               
                                                                             
                                             )                               


                                 CONSENT DECREE

   I. INTRODUCTION

    1. The Federal Communications Commission (the "FCC" or "Commission") and
       Talk America Inc. ("Talk America" or "Company"), by their authorized
       representatives, hereby enter into this Consent Decree for the purpose
       of terminating the Enforcement Bureau's Truth-in-Billing investigation
       regarding Talk America's compliance with section 201(b) of the
       Communications Act of 1934, as amended (the "Act"), section 64.2401(b)
       of the Commission's rules, and the Commission's orders.

   II. BACKGROUND

   2. On February 22, 2005, the Enforcement Bureau of the FCC ("Bureau") sent
   a Letter of Inquiry ("February 22 LOI") to Talk America concerning
   allegations that Talk America may have failed clearly and plainly to
   describe certain charges appearing on customers' bills in violation of
   section 201(b) of the Act, 47 U.S.C. S 201(b), and the Commission's
   Truth-in-Billing rules, 47 CFR S 64.2401(b). The Bureau sent a follow-up
   LOI to Talk America on July 26, 2005 ("July 26 LOI").

   3. Talk America provided its written responses to the February 22 LOI on
   March 14 and March 28, 2005. Talk America provided its written responses
   to the July 26 LOI on August 19 and August 31, 2005. The parties met to
   discuss settlement on September 27, 2005, and Talk America subsequently
   submitted its settlement proposal. Talk America has been forthcoming with
   its responses, and cooperative with the Bureau's investigation.

   III. DEFINITIONS

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

     a. "Act" means the Communications Act of 1934, as amended.

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

     c. "Commission" or "FCC" means the Federal Communications Commission.

     d. "Effective Date" means the date on which the Commission releases the
        Adopting Order.

     e. "Investigation" means the investigation commenced by the Bureau's
        Letter of Inquiry, dated February 22, 2005, to Talk America regarding
        its possible noncompliance with section 201(b) of the Act, 47 U.S.C.
        S 201(b), and section 64.2401(b) of the Commission's rules, 47 C.F.R
        S 64.2401(b).

     f. "Order" or "Adopting Order" means an Order of the Commission adopting
        the terms and conditions of this Consent Decree without change,
        addition, or modification, and formally terminating the
        above-captioned Investigation.

     g. "Parties" means Talk America and the Commission.

     h. "Talk America" means Talk America Inc. and any affiliate, d/b/a,
        predecessor-in-interest, parent companies and any direct or indirect
        subsidiaries of such parent companies, or other affiliated companies
        or businesses and their successors and assigns.

   IV. AGREEMENT

   5. Talk America agrees that the Commission has jurisdiction over it and
   the subject matters contained in this Consent Decree and the authority to
   enter into and adopt this Consent Decree.

   6. 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 to avoid the
   potential expenditure of additional public resources, the Commission
   agrees to terminate the investigation. In consideration for the
   termination of this matter and in accordance with the terms of this
   Consent Decree, Talk America agrees to the terms, conditions, and
   procedures contained herein.

   7. 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 by Talk America
   with the requirements of the Act or the Commission's rules or orders. The
   Parties agree that this Consent Decree is for settlement purposes only,
   and that by agreeing to this Consent Decree, Talk America does not admit
   or deny any noncompliance, violation, or liability associated with or
   arising from its actions or omissions involving the Act or the
   Commission's rules that are the subject of this Consent Decree.

   8. In consideration for the termination of the investigation in accordance
   with the terms of this Consent Decree, Talk America 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 four hundred and
   seventy thousand dollars ($470,000) within thirty (30) days after the
   Effective Date. This voluntary payment does not constitute a fine or
   penalty for, or admission of, the violation of any law. The payment must
   be made by check or similar instrument, payable to the order of the
   Federal Communications Commission. The payment must include the 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, Pennsylvania 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.

   9. To resolve and terminate the investigation, and to ensure compliance
   with the Commission's Truth-in-Billing rules, Talk America agrees to
   implement the following Compliance Plan:

   a. "Taxes" Section of Consumers' Bills

   In order to comply with the Commission's requirements that the charges
   described on its bills are not misleading, Talk America agrees that only
   government-mandated taxes shall appear under any section of consumers'
   bills labeled "Taxes," and accordingly, will make the following
   modifications:

   i. Talk America will remove the charge labeled "Fed USF Combined High Cost
   and School Fund (Fed)," or any similarly labeled charge, from any section
   containing the label, or partial label, "Taxes," on consumers' residential
   bills.

   ii. Talk America will remove the charge labeled "Interstate Network Charge
   (Fed)," or any similarly labeled charge, from any section containing the
   label, or partial label, "Taxes," on consumers' residential bills.

   b. "Fees and Charges" Section of Consumers' Bills

   In order to comply with the Commission's requirements that the charges
   described on its bills are not misleading, Talk America agrees to clearly
   label non-tax charges that appear under the "Fees and Charges" section of
   consumers' bills, and accordingly, will make the following modifications:

   i. Talk America will change the sections of consumers' residential bills
   containing the label, or partial label, "Surcharges," to "Fees and
   Charges" and include non-tax items in this section, including the "USF
   Combined High Cost and School Fund (Fed)" and the "Interstate Network
   Charge."

   ii. Talk America will change the name of the "TSR Administrative Fee" to
   the "Wholesale Carrier Charge" to avoid consumer confusion.

   c. Glossary of Taxes and Fees Section of Consumers' Bills

   Talk America will provide a brief, clear, non-misleading, plain language
   description of the charges contained on its bills. To the extent these
   descriptions are contained in the glossary section on the reverse sides of
   consumers' residential bills, Talk America will make the following
   modifications:

   i. Talk America will add a description of the "Interstate Network Charge."

   ii. Talk America will update the description of its "Universal Service
   Fund (USF) Charge," so that it is apparent to the reasonable consumer that
   the fee is not government mandated.

   iii. Talk America will update the description of its "Wholesale Carrier
   Charge" (formerly the "TSR Administrative Fee") to accurately reflect the
   costs being recovered.

   d. Website Descriptions of Taxes and Fees and Charges

   Talk America will provide a brief, clear, non-misleading, plain language
   description of the charges contained on its bills. To the extent these
   descriptions are contained on its website, Talk America will make the
   following modifications:

   i. Talk America will divide its description of charges into separate
   sections for "Taxes" and "Fees and Charges."

   ii. Talk America will add a description of the "Interstate Network
   Charge."

   iii. Talk America will update the description of its "Universal Service
   Fund (USF) Charge," so that it is apparent to the reasonable consumer that
   the fee is not government mandated.

   iv. Talk America will update the description of its "Wholesale Carrier
   Charge" (formerly the "TSR Administrative Fee") to accurately reflect the
   costs being recovered.

   e. Compliance Monitoring and Review

   i. Talk America will submit sample copies of its residential invoices and
   website disclosures to the Commission on a quarterly basis for one year
   from the Effective Date of this Consent Decree.

   ii. Talk America will heighten its internal reviews to ensure that
   placement and definitions of new line items on consumers' bills for
   telecommunications services are reviewed by regulatory or legal staff for
   compliance with section 201(b) of the Act, 47 U.S.C. S 201(b), section
   64.2401(b) of the Commission's rules, 47 C.F.R S 64.2401(b), and the
   Commission's orders.

   iii. Talk America will file a report summarizing compliance with this Plan
   within thirty (30) days after the one-year anniversary of the Effective
   Date of this Consent Decree. Talk America will file a final report on
   compliance with this Plan thirty (30) days prior to the termination date
   of this Consent Decree. The reports shall address in detail Talk America's
   compliance with each separate provision of the Compliance Plan as
   described in paragraph 9 of this Consent Decree. Talk America must mail
   its reports to the Chief, Telecommunications Consumers Division,
   Enforcement Bureau, Federal Communications Commission, 445 12th Street,
   S.W., Washington, D.C. 20554, and must include the file number listed
   above. Talk America will also send an electronic copy of its reports to
   other Telecommunications Consumers Division staff as directed by the
   Division Chief.

   f. Term of the Plan

   Talk America will implement this Compliance Plan within sixty (60) days of
   the Effective Date of this Consent Decree. The terms of this Compliance
   Plan will expire two (2) years after the Effective Date of this Consent
   Decree or upon the termination of the Truth-in-Billing requirements set
   forth in sections 64.2401(b) of the Commission's rules, 47 C.F.R. S
   64.2401(b), whichever is earlier.

   10. The Commission agrees that, in the absence of new material evidence
   related to these matters, it will not use the facts developed in these
   matters through the Effective Date or the existence of this Consent Decree
   to initiate, on its own motion, any new proceeding, formal or informal, or
   take any action on its own motion against Talk America, including any
   other enforcement action, nor will the Commission seek on its own motion
   any administrative or other penalties from Talk America, concerning the
   matters that were the subject of the investigation. The Commission also
   agrees that it will not use the facts developed in these matters through
   the Effective Date or the existence of this Consent Decree to initiate, on
   its own motion, any proceeding, formal or informal, or take any action on
   its own motion against Talk America with respect to Talk America's basic
   qualifications, including its character qualifications, to be a Commission
   licensee or authorized common carrier. 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, and to take any action in
   response to such complaint. The Commission's adjudication of any such
   complaint will be based solely on the record developed in that proceeding.

   11. Talk America's decision to enter into this Consent Decree is expressly
   contingent upon the Commission's issuance of an Adopting Order. Provided
   the Commission issues an Adopting Order, Talk America 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 Adopting Order.

   12. 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 Talk America nor the Commission shall contest the validity of the
   Consent Decree or the Adopting Order, and Talk America and the Commission
   will waive any statutory right to a trial de novo with respect to the
   issuance of the Adopting Order and shall consent to a judgment
   incorporating the terms of this Consent Decree.

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

   14. By this Consent Decree, Talk America neither waives nor alters 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.

   15. Talk America agrees that any violation of the Order or of this Consent
   Decree shall constitute a separate violation of a Commission order,
   entitling the Commission to exercise any rights and remedies attendant to
   the enforcement of a Commission order.

   16. The Parties agree that if any provision of this Consent Decree is
   inconsistent with any subsequent rule or order adopted by the Commission,
   that provision will be superseded by such Commission rule or order.

   17. The Parties agree that the requirements of this Consent Decree shall
   expire two (2) years after the Effective Date or upon the termination of
   the Truth-in-Billing requirements set forth in sections 64.2401(b) of the
   Commission's rules, 47 C.F.R. S 64.2401(b), whichever is earlier.

   18. This Consent Decree may be signed in counterparts.

   For: Talk America Inc. For: Federal Communications Commission

   __________ _______________________ __________ ______________________

   Date (Talk America Signature) Date Marlene H. Dortch

   Secretary

   See Telecommunications Services for Individuals with Hearing and Speech
   Disabilities, and the Americans with Disabilities Act of 1990, Order on
   Reconsideration, Second Report and Order, and Further Notice of Proposed
   Rulemaking, 8 FCC Rcd 1802, 1806, P 22 (1993) (stating that "In order to
   provide universal telephone service to TRS users as mandated by the ADA,
   carriers are required to recover interstate TRS costs as part of the cost
   of interstate telephone services and not as a specifically identified
   charge on end user's lines"); Federal-State Joint Board on Universal
   Service, Report and Order, 12 FCC Rcd 8776, 9211, P 855 (1997) (stating
   that "the universal service contribution is not a federally mandated
   direct end-user surcharge"); Federal-State Joint Board on Universal
   Service, Second Recommended Decision, 13 FCC Rcd 24744, 24771, P 70 (1998)
   (stating that "We believe that inaccurately identifying or describing
   charges on bills that recover universal service contributions may violate
   section 201(b) of the Act").



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

   47 U.S.C. S 201(b); 47 C.F.R. S 64.2401(b); Telecommunications Services
   for Individuals with Hearing and Speech Disabilities, and the Americans
   with Disabilities Act of 1990, Order on Reconsideration, Second Report and
   Order, and Further Notice of Proposed Rulemaking, 8 FCC Rcd 1802, 1806, P
   22 (1993) (stating that "In order to provide universal telephone service
   to TRS users as mandated by the ADA, carriers are required to recover
   interstate TRS costs as part of the cost of interstate telephone services
   and not as a specifically identified charge on end user's lines");
   Federal-State Joint Board on Universal Service, Report and Order, 12 FCC
   Rcd 8776, 9211 P 855 (1997) (stating that "the universal service
   contribution is not a federally mandated direct end-user surcharge");
   Federal-State Joint Board on Universal Service, Second Recommended
   Decision, 13 FCC Rcd 24744, 24771 P 70 (1998) (stating that "We believe
   that inaccurately identifying or describing charges on bills that recover
   universal service contributions may violate section 201(b) of the Act").

   Section 201(b) declares unlawful any unjust and unreasonable practices in
   connection with the provision of communication service. See 47 USC 201(b).

   Section 64.2401(b) states, "Charges contained on telephone bills must be
   accompanied by a brief, clear, non-misleading, plain language description
   of the service or services rendered. The description must be sufficiently
   clear in presentation and specific enough in content so that customers can
   accurately assess that the services for which they are billed correspond
   to those that they have requested and received, and that the costs
   assessed for those services conform to their understanding of the price
   charged." 47 C.F.R. S 64.2401(b).

   See Letter from Aloysius T. Lawn, IV, EVP-General Counsel, Talk America
   Inc., dated March 14, 2005, to Colleen K. Heitkamp, Chief,
   Telecommunications Consumers Division, Enforcement Bureau; Letter from
   Aloysius T. Lawn, IV, EVP-General Counsel, Talk America, Inc., dated March
   28, 2005 to Colleen K. Heitkamp, Chief, Telecommunications Consumers
   Division, Enforcement Bureau.

   See Letter from Aloysius T. Lawn, IV, EVP-General Counsel, Talk America
   Inc., dated August 19, 2005, to Colleen Heitkamp, Chief,
   Telecommunications Consumers Division, Enforcement Bureau; Letter from
   Aloysius T. Lawn, IV, EVP-General Counsel, Talk America, Inc., dated
   August 31, 2005 to Colleen K. Heitkamp, Chief, Telecommunications
   Consumers Division, Enforcement Bureau.

   See supra note 1.

   Federal Communications Commission FCC 06-187

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   Federal Communications Commission FCC 06-187