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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                           
                                                    
                        )   File No. EB-07-SE-255   
     In the Matter of                               
                        )   Acct. No. 200832100031  
     Vizio, Inc                                     
                        )   FRN No. 0017646886      
                                                    
                        )                           


                                     ORDER

   Adopted: April 9, 2008 Released: April 10, 2008

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Vizio, Inc. ("Vizio").
       The Consent Decree terminates an investigation by the Bureau against
       Vizio for possible violations of section 330(c) of the Communications
       Act of 1934, as amended (the "Act"), and section 15.120(d)(2) of the
       Commission's rules, regarding the interstate shipment, after March 15,
       2006, of digital television receivers that do not comply with the
       V-Chip technology requirements because they lack the ability to adapt
       to new rating systems.

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

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Vizio possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

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

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

    7. IT IS FURTHER ORDERED that all third-party complaints against Vizio
       before the Bureau related to the above-captioned-investigation as of
       the date of this Consent Decree ARE DISMISSED.

    8. IT IS FURTHER ORDERED that Vizio shall make its voluntary contribution
       to the United States Treasury, as specified in the Consent Decree, by
       credit card through the Commission's Revenue and Receivables
       Operations Group at (202) 418-1995, or by mailing a check or similar
       instrument payable to the order of the Federal Communications
       Commission, to Federal Communications Commission, P.O. Box 979088, St.
       Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S.
       Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza,
       St. Louis, MO 63101. Payment by wire transfer may be made to ABA
       Number 021030004, receiving bank TREAS/NYC, and account number
       27000001. For payment by credit card, an FCC Form 159 (Remittance
       Advice) must be submitted. When completing the FCC Form 159, enter the
       Account number in block number 23A (call sign/other ID), and enter the
       letters "FORF" in block number 24A (payment type code).

    9. IT IS FURTHER ORDERED that Vizio will file reports with the Commission
       ninety days after the Effective Date, twelve months after the
       Effective Date, and  twenty four months after the Effective Date. Each
       report shall include a compliance certificate from an officer, as an
       agent of Vizio, stating that the officer has personal knowledge that
       Vizio  has established operating procedures intended to ensure
       compliance with this Consent Decree, together with an accompanying
       statement explaining the basis for the officer's compliance
       certification. All reports shall be submitted to the Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554.

   10. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Michael Hurey, Kleinberg & Lerner, LLP, 2049 Century
       Park East, Suite 1080, Los Angeles, California 90067-3112 and Rob
       Brinkman, Vice President, Vizio, 39 Tesla, Irvine, CA 92618.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                           
                                                    
                        )   File No. EB-07-SE-255   
     In the Matter of                               
                        )   Acct. No. 200832100031  
     Vizio, Inc.                                    
                        )   FRN No. 0017646886      
                                                    
                        )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Vizio, Inc. ("Vizio"), by their
   authorized representatives, hereby enter into this Consent Decree for the
   purpose of terminating the Bureau's investigation into whether Vizio
   violated section 330(c) of the Communications Act of 1934, as amended (the
   "Act"), and section 15.120(d)(2) of the Commission's rules, regarding the
   interstate shipment, after March 15, 2006, of digital television receivers
   that do not comply with the V-Chip technology requirements because they
   lack the ability to adapt to new rating systems.

   I. DEFINITIONS

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

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

    d. "Complaints" means third-party complaints that may have been received
       by, or are in the possession of, the Commission or Bureau alleging
       violations of V-Chip technology requirements.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

    f. "Digital Television Receivers" or "DTV Receivers" means (i) digital
       television broadcast receivers with display screens in the 4:3 aspect
       ratio measuring 13 inches or larger diagonally, (ii) digital
       television broadcast receivers with display screens in the 16:9 aspect
       ratio measuring 7.8 inches or larger vertically, and (iii) devices
       with digital television broadcast tuners sold without an accompanying
       display device, such as DVR recorders.

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

    h. "Investigation" means the investigation commenced by the Bureau's
       August 7, 2007 Letter of Inquiry regarding whether Vizio violated
       section 330(c) of the Act, and section 15.120(d)(2) of the Rules, by
       shipping interstate television receivers that do not comply with the
       V-Chip technology requirements because they lack the ability to adapt
       to new rating systems.

    i. "Vizio" means Vizio, Inc. and its predecessors-in-interest and
       successors-in-interest.

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

    k. "Parties" means Vizio and the Bureau.

    l. "Rules" means the Commission's regulations found in Title 47 of the
       Federal Regulations.

   II. BACKGROUND

    2. Section 303(x) of the Act directs the Commission to prescribe rules
       requiring that television receivers shipped in interstate commerce or
       manufactured in the United States be equipped with a feature designed
       to enable viewers to block the display of all programs with a common
       rating. Section 330(c) of the Act provides that no person shall ship
       in interstate commerce or manufacture in the United States television
       receivers that do not comply with rules prescribed by the Commission
       pursuant to section 303(x). The Commission adopted program blocking
       capability requirements for both analog and digital television ("DTV")
       receivers in 1998. In 2004, the Commission adopted specific technical
       standards to implement V-Chip functionality for DTV receivers ("V-Chip
       technology requirements"). The DTV V-Chip technology requirements
       provide that, effective March 15, 2006, digital television receivers
       with picture screens 13 inches or greater that are shipped in
       interstate commerce must be equipped with V-Chip technology to allow
       blocking of the display of programming based on its content and be
       able to respond to changes in the content advisory rating system.

    3. On August 9, 2007, the Bureau issued a letter of inquiry (LOI) to
       Vizio. The August 9, 2007 LOI directed Vizio, among other things, to
       submit a sworn written response to a series of questions relating to
       the interstate shipment of television receivers that did not comply
       with the Commission's requirements that they be able to respond to
       changes in the content advisory rating system. Vizio initially
       responded to the August 9, 2007  LOI on September 11, 2007 and
       provided supplemental responses on November 19, 2007 and January 18,
       2008.

   III. TERMS OF AGREEMENT

    4. Adopting Order. 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 the Adopting Order
       without change, addition, modification, or deletion.

    5. Jurisdiction. Vizio agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    6. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    7. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate its
       investigation and dismiss the Complaint. In consideration for the
       termination of said investigation and dismissal of the Complaint,
       Vizio agrees to the terms, conditions, and procedures contained
       herein. The Bureau further agrees that in the absence of new material
       evidence, the Bureau 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 Vizio 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 Vizio with respect to
       Vizio's basic qualifications, including its character qualifications,
       to be a Commission licensee or hold Commission authorizations.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein,  Vizio agrees to create within 60 days and maintain a
       Compliance Plan related to future compliance with the Act, the
       Commission's Rules, and the Commission's Orders. The Plan will
       include, at a minimum, the following components:

    a. Customer Notification. Vizio will notify all customers who have
       registered their purchase of Vizio brand digital television receivers
       that do not comply with section 15.120(d)(2) that the receivers can be
       upgraded to respond to changes in the content advisory rating system.
       Vizio also will post this information on its website.

    b. Receiver Upgrades. Vizio will provide on its website an on-line, or
       downloadable form whereby customers may request a software upgrade
       that permits V-Chip technology to respond to changes in the content
       advisory ratings system, and will make such form available for a
       period of five years. In the alternative, Vizio will make such
       software upgrades available for download directly from its website,
       and provide instructions to its customers for the process of
       downloading the appropriate software and installing it on the
       receiver. In the event Vizio makes the software available for download
       and a customer is not able to download the software, Vizio will offer
       to provide a device (such as a compact disc) at no charge that the
       customer can use to install the upgrade. For a period of 90 days from
       the Effective Date, on request from a customer, Vizio will provide an
       appropriate hardware dongle which permits the software upgrade to be
       installed on the receiver without charge to the customer. After 90
       days from the effective date, on request from a customer Vizio will
       provide an appropriate hardware dongle which permits the software
       upgrade to be installed on the receiver at Vizio's cost, plus actual
       shipping and handling charge. Vizio will make the hardware dongle
       available for a period of five years.

    c. Compliance Officer. Vizio will appoint its Vice President of Product
       Development as the Compliance Officer who will oversee the Compliance
       Plan and enforce the applicable FCC requirements within Vizio.

    d. Compliance Measures. To ensure future compliance, Vizio will implement
       compliance policies and procedures which will: (1) require
       specifications for the purchase of products and components to include
       specific reference to applicable FCC standards; (2) include compliance
       with FCC requirements in the company's internal and external product
       design review process; (3) conduct training for key personnel,
       including its chief operations officer and engineering management at
       least semi-annually regarding FCC statues, regulations and rules that
       relate to the design, manufacture and sale of television receivers;
       (4) prepare a compliance manual regarding FCC statues, regulations and
       rules that relate to the design, manufacture and sale of television
       receivers to be distributed to the personnel described in (3) above;
       (5) establish procedures for and conduct periodic product testing with
       respect to compliance with applicable FCC standards; (4) and identify,
       segregate, and track to resolution design and product issues
       specifically affecting the ability of a product to comply with FCC
       standards.

    e. Compliance Reports. Vizio will file compliance reports with the
       Commission ninety days after the Effective Date, twelve months after
       the Effective Date, and twenty-four months after the Effective Date.
       Each compliance report shall include a compliance certificate from an
       officer, as an agent of Vizio, stating that the officer has personal
       knowledge that Vizio has established operating procedures intended to
       ensure compliance with this Consent Decree, together with an
       accompanying statement explaining the basis for the officer's
       compliance certification. All compliance reports shall be submitted to
       Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Washington, D.C.
       20554.

    f. Termination Date. Unless stated otherwise,  the requirements of this
       Consent Decree will expire twenty-four months after the Effective
       Date.

    9. Voluntary Contribution. Vizio agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of $370,000.
       Vizio shall make such contribution in the form of 18 equal payments in
       the amount of $20,555.56, paid monthly, commencing with the execution
       of this Consent Decrees. The payment must be made by check or similar
       instrument, payable to the Order of the Federal Communications
       Commission. The payment must include the Account Number and FRN Number
       referenced in the caption to the Adopting Order. Payment by check or
       money order may be mailed to Federal Communications Commission, P.O.
       Box 979088, St. Louis, MO 63197-9000. Payment by overnight mail may be
       sent to U.S. Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005
       Convention Plaza, St. Louis, MO 63101. Payment by wire transfer may be
       made to ABA Number 021030004, receiving bank TREAS/NYC, and account
       number 27000001. For payment by credit card, an FCC Form 159
       (Remittance Advice) must be submitted. When completing the FCC Form
       159, enter the Account number in block number 23A (call sign/other
       ID), and enter the letters "FORF" in block number 24A (payment type
       code).

   10. Waivers. Vizio 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. Vizio shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. 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 Vizio nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and Vizio shall
       waive any statutory right to a trial de novo. Vizio 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.

   11. Severability. The Parties agree that if any of the provisions of the
       Adopting Order or the Consent Decree shall be invalid or
       unenforceable, such invalidity or unenforceability shall not
       invalidate or render unenforceable the entire Adopting Order or
       Consent Decree, but rather the entire Adopting Order or Consent Decree
       shall be construed as if not containing the particular invalid or
       unenforceable provision or provisions, and the rights and obligations
       of the Parties shall be construed and enforced accordingly. In the
       event that this Consent Decree in its entirety 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.

   12. Subsequent Rule or Order. The Parties 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 Vizio does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   13. Successors and Assigns. Vizio agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   14. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further 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.

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

   16. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   17. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   18. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

   _______________________________

   Kris Anne Monteith

   Chief

   Enforcement Bureau

   ________________________________

   Date

   ________________________________

   Rob Brinkman

   Vice President

   Vizio, Inc.

   ________________________________

   Date

   47 U.S.C. S: 330(c).

   47 C.F.R. S: 15.120(d)(2).

   47 U.S.C. S: 154(i), 503(b).

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

   47 U.S.C. S: 330(c).

   47 C.F.R. S: 15.120(d)(2).

   See Letter from Kathryn S. Berthot, Chief Spectrum Enforcement Division,
   Enforcement Bureau to Vizio ("August 7, 2007 LOI").

   47 U.S.C. S: 330(c); 47 C.F.R. S: 15.201(d)(2).

   47 U.S.C. S: 303(x).

   47 U.S.C. S: 330(c).

   In the Matter of Technical Requirements to Enable Blocking of Video
   Programming Based on Program Rating, Implementation of Sections 551(c),
   (d), and (e) of the Telecommunications Act of 1996, Report and Order, 13
   FCC Rcd 11248 (1998).

   In the Matter of Second Periodic Review of the Commission's Rules and
   Policies Affecting the Conversion to Digital Television, Report and Order,
   19 FCC Rcd 18279 (2004). The V-Chip technology requirements also apply to
   devices sold without an accompanying display device. Id. at 18348.

   47 C.F.R. S: 15.120(d)(2).

   See August 7, 2007 LOI.

   See Letter from Michael Hurey, Kleinberg & Lerner, LLP, to Neal McNeil,
   Spectrum Enforcement Division, Enforcement Bureau (September 11, 2007);
   Letter from Michael Hurey, Kleinberg & Lerner, LLP, to Neal McNeil,
   Spectrum Enforcement Division, Enforcement Bureau (November 19, 2007); and
   Letter from Michael Hurey, Keinberg & Lerner, LLP, to Neal McNeil,
   Spectrum Enforcement Division, Enforcement Bureau (January 18, 2008).

   Federal Communications Commission DA 08-846

   2

   Federal Communications Commission DA 08-846

   Federal Communications Commission DA 08-846

   4

   Federal Communications Commission DA 08-846