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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                    )                        
                                                                             
     In the Matter of                               )                        
                                                        File No.             
     COVAD COMMUNICATIONS GROUP, INC.               )   EB-06-IH-2291        
                                                                             
     Parent Company of NextWeb, Inc., Licensee of   )   FRN No. 0006912380   
     Various Stations in the Microwave                                       
     Industrial/Business Pool and other Wireless    )   Account No.          
     Services                                           200732080028         
                                                    )                        
                                                                             
                                                    )                        


                                     ORDER

   Adopted:  July 10, 2007 Released:  July 11, 2007

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt a  Consent Decree  terminating an investigation
       by the Enforcement Bureau (the "Bureau") into compliance by Covad
       Communications Group, Inc. ("Covad"), with Section 310(d) of the
       Communications Act of 1934, as amended, relating to Covad's
       acquisition of NextWeb, Inc. in 2006.

    2. The Bureau and Covad have negotiated the terms of a Consent Decree
       that would terminate the Bureau's investigation. A copy of the Consent
       Decree is attached hereto.

    3. We have reviewed the terms of the Consent Decree and evaluated the
       facts before us. We believe that the public interest would be served
       by approving the Consent Decree and terminating the investigation.

    4. Accordingly, IT IS ORDERED, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and the authority delegated by
       section 0.111 and 0.311 of the Commission's Rules, that the attached
       Consent Decree IS ADOPTED.

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

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

   47 U.S.C. S: 310(d).

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

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

                                 Federal Communications Commission DA 07-3095

   DRAFT Federal Communications Commission DA 05-XXX