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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                    )                               
                                                                    
                                    )                               
                                                                    
                                    )   File No. EB-05-SE-236       
     In the Matter of                                               
                                    )   NAL/Acct. No. 200732100038  
     SCIENTIFIC GAMES RACING, LLC                                   
                                    )   FRN: 0013281324             
                                                                    
                                    )                               
                                                                    
                                    )                               


                                     ORDER

   Adopted: June 29, 2007 Released: July 3, 2007

   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 ("FCC" or "Commission") and Scientific Games
       Racing, LLC ("Scientific Games"). The Consent Decree terminates the
       Bureau's investigation into whether Scientific Games operated
       satellite earth stations without Commission authorization in violation
       of Section 301 of the Communications Act of 1934, as amended ("Act"),
       and Section 25.102(a) of the Commission's Rules ("Rules"), and engaged
       in unauthorized assignments of satellite earth stations in violation
       of Section 310(d) of the Act and Section 25.119 of the Rules.

    2. The Bureau and Scientific Games have negotiated the terms of the
       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. In the absence of new material evidence relating to this matter, we
       conclude that no substantial or material questions of fact exist with
       respect to this matter as to whether Scientific Games possesses the
       basic qualifications, including those related to character, to hold or
       obtain any FCC license or authorization.

    4. 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.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the Act
       and the authority delegated by Sections 0.111 and 0.311 of the
       Commission's rules, the attached Consent Decree IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigatory
       proceeding IS TERMINATED.

    7. IT IS FURTHER ORDERED that Scientific Games shall make its voluntary
       contribution to the United States Treasury, as specified in the
       Consent Decree, by credit card through the Commission's Debt and
       Credit Management Center at (202) 418-1995, or by mailing a check or
       similar instrument, payable to the order of the Federal Communications
       Commission, to the 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.

    8. IT IS FURTHER ORDERED that copies of this Order shall be sent by
       regular first class mail and certified mail - return receipt
       requested, to Ira Raphaelson, Scientific Games Racing, LLC, 750
       Lexington Avenue, 25th Floor, New York, NY 10022,  and to its counsel,
       Robert Pettit, Esq. and Jennifer Hinden, Esq., Wiley Rein LLP, 1776 K.
       St., NW, Washington, D.C., 20006.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                 CONSENT DECREE

   I. INTRODUCTION

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission, and Scientific Games Racing, LLC ("Scientific Games"), by
       their respective authorized representatives, hereby enter into this
       Consent Decree for the purpose of terminating the Bureau's
       investigation into whether Scientific Games operated satellite earth
       stations without Commission authorization in violation of Section 301
       of the Communications Act of 1934, as amended ("Act"), and Section
       25.102(a) of the Commission's Rules ("Rules"), and engaged in
       unauthorized assignments of satellite earth stations in violation of
       Section 310(d) of the Act and Section 25.119 of the Rules.

   II. DEFINITIONS

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

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

    b. "Adopting Order" or "Order" means an order of the Enforcement Bureau
       adopting this Consent Decree;

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

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

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

    f. "Investigation" means the investigation commenced by the Bureau's
       March 9, 2006 Letter of Inquiry to Scientific Games;

    g. "Parties" means Scientific Games and the Bureau; and

    h. "Rules" means the Commission's regulations set forth in Title 47 of
       the Code of Federal Regulations.

    i. "Scientific Games" means Scientific Games Racing, LLC and its parent,
       subsidiaries, divisions and affiliates, and each of their respective
       officers, directors, employees, agents, representatives, or any other
       person acting or purporting to act on behalf of Scientific Games or
       their successors or assigns;

   III. BACKGROUND

    3. Between April 2005 and June 2006, Scientific Games acquired sixteen
       (16) new satellite earth stations and operated these earth stations on
       a temporary-fixed basis at various times and locations without
       authorization from the Commission. Scientific Games also operated
       twenty-five (25) earth stations acquired through two unauthorized pro
       forma license assignments associated with intra-company
       reorganizations in 1999 and 2004. Scientific Games also operated two
       (2) earth stations acquired from Advanced Satellite Communications,
       Inc. in November 2002 without Commission authorization to assign the
       licenses.

    4. Scientific Games subsequently obtained licenses for all of the new
       earth stations. Scientific Games also obtained licenses for the two
       (2) earth stations acquired from Advanced Satellite Communications,
       Inc. and obtained Commission approval for the 1999 and 2004 pro forma
       assignments of twenty-five (25) earth station licenses. On February
       12, 2007, the International Bureau approved the assignment of the
       licenses for these earth stations from Scientific Games to RCN License
       Subsidiary, Inc.

   IV. TERMS OF AGREEMENT

    5. The Parties agree that the provisions of this Consent Decree shall be
       subject to final approval by the Bureau by incorporation of such
       provisions by reference in an Adopting Order.

    6. The Parties agree that this Consent Decree shall become effective on
       the Effective Date. Upon the Effective Date, the Adopting Order and
       this Consent Decree shall have the same force and effect as any other
       order of the Commission and any violation of the terms 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.

    7. Scientific Games agrees that the Bureau has jurisdiction over the
       matters that are the subject of this Consent Decree and the authority
       to enter into and adopt this Consent Decree.

    8. 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 compliance or noncompliance by Scientific
       Games 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 entering into this Consent Decree,
       Scientific Games does not admit or deny liability for violating any
       statute, regulation, or rule in connection with the matters that are
       the subject of this Consent Decree.

    9. The Parties agree and acknowledge that this Consent Decree shall
       constitute a final settlement between them concerning the Bureau's
       Investigation.

   10. In express reliance upon the covenants and representations in this
       Consent Decree, the Bureau agrees to terminate the Investigation.

   11. In consideration of the Bureau's termination of the Investigation,
       Scientific Games agrees to the terms set forth herein.

   12. Within thirty (30) calendar days after the Effective Date, Scientific
       Games shall make a voluntary contribution to the United States
       Treasury in the amount of $215,000. Such contribution shall be made,
       without further protest or recourse, by credit card through the
       Commission's Debt and Credit Management Center at (202) 418-1995, or
       by mailing a check or similar instrument, payable to the order of the
       Federal Communications Commission, to the 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. The payment should reference NAL/Acct. No.
       200732100038 and FRN 0013281324.

   13. Scientific Games agrees that it is required to comply with each
       individual condition of this Consent Decree. Each specific condition
       is a separate condition of the Consent Decree as approved. To the
       extent that Scientific Games fails to satisfy any condition, in the
       absence of Commission alteration of the condition, it will be deemed
       noncompliant and may be subject to possible enforcement action,
       including, but not limited to, revocation of the relief, designation
       of the matter for hearing, letters of admonishment, or forfeitures.

   14. The Bureau agrees that, in the absence of material new evidence, it
       will not, on its own motion, initiate or recommend to the Commission,
       any new proceeding, formal or informal, regarding the matters
       described in paragraphs 3 and 4 above. The Bureau further agrees that,
       in the absence of material new evidence, it will not use the facts
       developed in this investigative proceeding through the Effective Date
       to initiate on its own motion, or recommend to the Commission, any
       proceeding, formal or informal, or take any action on its own motion
       against Scientific Games with respect to their basic qualifications to
       be or remain Commission licensees. Nothing in this Consent Decree
       shall prevent the Bureau from instituting, or recommending to the
       Commission, new investigations or enforcement proceedings against
       Scientific Games, in the event of any alleged future misconduct for
       violation of this Consent Decree or for violation of the Act or the
       Commission's Rules, consistent with the provisions of this Consent
       Decree.

   15. Scientific Games waives any and all rights they 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, provided the Adopting Order adopts the Consent
       Decree without change, addition or modification.

   16. Scientific Games agrees to waive any claims they 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 discussed in this Consent
       Decree.

   17. If any Party (or the United States on behalf of the FCC) brings a
       judicial action to enforce the terms of the Adopting Order, Scientific
       Games and the FCC shall not contest the continuing validity of the
       Consent Decree or Adopting Order, and Scientific Games will waive any
       right to a trial de novo with respect to any matter upon which the
       Adopting Order is based and will consent to a judgment incorporating
       the terms of this Consent Decree.

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

   19. This Consent Decree cannot be modified without the advance written
       consent of both Parties.

   20. The Parties agree that the terms and conditions of this Consent Decree
       shall remain in effect for a period of twenty-four (24) months from
       the Effective Date.

   21. This Consent Decree may be signed in counterparts.

   For the Enforcement Bureau

   ________________________________ _______________

   Kris Anne Monteith Date

   Chief, Enforcement Bureau

   For Scientific Games Racing, LLC

   ___________________________________ _______________

   William J. Huntley Date

   President

   47 U.S.C. S: 301; 47 C.F.R. S: 25.102(a).

   47 U.S.C. S: 310(d); 47 C.F.R. S: 25.119.

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 301; 47 C.F.R. S: 25.102(a).

   47 U.S.C. S: 310(d); 47 C.F.R. S: 25.119.

   See File No. SES-ASG-20061222-02238. On March 22, 2007, RCN License
   Subsidiary, Inc. notified the Commission that the assignment had been
   consummated. See File No. CON-SMT-20070322-00021.

   Federal Communications Commission DA 07-2857

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   Federal Communications Commission DA 07-2857