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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                  )                           
                                                              
                                  )   File No. EB-05-IH-2010  
     In the Matter of                                         
                                  )   Acct. No. 201032080007  
     Next-G Communication, Inc.                               
                                  )   FRN No. 0010717874      
                                                              
                                  )                           


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission ("Commission" or "FCC") and Next-G Communication, Inc.
       ("Next-G" or the "Company"), by their authorized representatives,
       hereby enter into this Consent Decree for the purpose of terminating
       the Bureau's investigation into whether Next-G violated section 276 of
       the Communications Act of 1934, as amended (the "Act"), and sections
       64.1300, 64.1310(a), and 64.1320 of the Commission's Rules, relating
       to payphone compensation, and section 214 of the Act and section 63.18
       of the Commission's Rules, relating to the provision of international
       telecommunications service.

   I. DEFINITIONS

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

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

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

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 11.

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

    g. "Investigation" means the investigation commenced by the Bureau's
       November 15, 2005 Letter of Inquiry regarding, among other issues,
       whether Next-G violated section 276 of the Act and sections 64.1300,
       64.1310, and 64.1320 of the Commission's rules, relating to payphone
       compensation.

    h. "Next-G" or the "Company" means Next-G Communication, Inc. and its
       predecessors-in-interest and successors-in-interest.

    i. "Parties" means Next-G Communication, Inc. and the Bureau.

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

    k. "Telecommunications" or "Telecommunications service" means
       telecommunications or telecommunications service as defined in
       sections 3(43) and 3(46) of the Act, respectively, 47 U.S.C. S:S:
       153(43), 153(46).

   II. BACKGROUND

    3. Pursuant to section 276 of the Act, the Commission has developed rules
       to ensure that all payphone service providers ("PSPs") are fairly
       compensated for each and every completed intrastate and interstate
       call using their payphones. As a general matter, the rules require
       "Completing Carriers" to compensate PSPs for completed payphone calls
       at a rate agreed upon by contract," or, in the absence of such an
       agreement, "at a per-call rate of $.494." A "Completing Carrier" is
       defined as "a long distance carrier or switch-based long distance
       reseller that completes a coinless access code or subscriber toll-free
       payphone call or a local exchange carrier that completes a local,
       coinless access code or subscriber toll-free payphone call."

    4. Unless the PSP consents to an alternative compensation arrangement,
       Completing Carriers must compensate PSPs in accordance with procedures
       specified in sections 64.1310(a) and 64.1320 of the Commission's
       rules. Those procedures require that the Completing Carrier, among
       other things: (1) establish a call tracking system that accurately
       tracks all toll-free payphone calls to completion; (2) engage a
       third-party auditor who will verify that the call tracking system
       complies with the Commission's requirements, prepare a "System Audit
       Report" to be filed with the Commission, and verify the Completing
       Carrier's continuing compliance with the requirements annually
       thereafter; and (3) on a quarterly basis, compensate all PSPs for each
       completed coinless access code or subscriber toll-free payphone call,
       timely submit to each PSP a call data report that contains certain
       information about the calls the Completing Carrier completed from that
       PSP's payphone(s) during the quarter, and provide a sworn statement
       from its chief financial officer to each PSP certifying that the
       compensation paid for a quarter is accurate and complete.

    5. Section 214(a) of the Act prohibits any carrier from constructing,
       extending, or operating any line, and from engaging in transmission
       through any such line, "unless and until there shall first have been
       obtained from the Commission a certificate that the present or future
       public convenience and necessity" require, or will require, the
       construction, extension, or operation of the line. Section 63.18 of
       the Commission's rules requires that any carrier seeking to provide
       international telecommunications service apply for and obtain an
       international section 214 authorization prior to providing such
       service. The application requirement applies to carriers that resell
       the service of another authorized carrier.

    6. Next-G is a Texas-based telecommunications carrier that has provided
       pre-paid calling cards and international termination services since at
       least 2002. On November 15, 2005 and February 28, 2006, the Bureau
       sent Next-G letters of inquiry ("LOIs") seeking certain documents and
       information related to the company's compliance with the payphone
       compensation rules. On December 21, 2005 and March 27, 2006,
       respectively, Next-G responded to the LOIs. At the request of
       Commission staff, Next-G thereafter supplemented the record several
       times regarding its compliance with the Commission's payphone
       compensation rules. Next-G and the Bureau have executed several
       tolling agreements to date.

   III. TERMS OF AGREEMENT

    7. 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.

    8. Jurisdiction. Next-G 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.

    9. Effective Date: Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Bureau Order.
       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.

   10. 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. In consideration for the termination of said
       investigation, Next-G 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 Next-G 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 Next-G with respect to
       Next-G's basic qualifications, including its character qualifications,
       to be a Commission licensee or authorized common carrier.

   11. Compliance Plan. For purposes of settling the matters set forth
       herein, Next-G agrees to create within thirty (30) calendar days from
       the Effective Date a Compliance Plan related to future compliance with
       the provisions of the Act, the Rules, and the Commission's Orders. The
       Plan will include, at a minimum, the following components:

     a. "Red Light" Status. Next-G will submit all outstanding payments due
        to the Commission and file such documents as are necessary to remove
        Next-G's "red light" status within thirty (30) days of the Effective
        Date.

     b. International Section 214 Authorization. Next-G will take all steps
        necessary within sixty (60) days of the Effective Date to obtain
        section 214 authority for its provision of international
        telecommunications service. 

     c. Compliance Officer. Next-G will designate a Compliance Officer that
        will be responsible for implementing and administering the Compliance
        Plan and serve as the point of contact for all FCC compliance
        matters.

     d. Compliance Training Program. The Compliance Officer will be
        responsible for ensuring that any Next-G employee who engages in
        activities related to the FCC's payphone compensation and section 214
        authorization requirements receives FCC compliance training. Such
        training will be completed within ninety (90) days of the Effective
        Date and any new employees will receive training within thirty (30)
        days of their employment.

     e. Review and Monitoring. Next-G will review its FCC Compliance Training
        Program annually to ensure that it is maintained in a proper manner
        and continues to address the objectives set forth therein.

     f. Compliance Reports. Next-G will file compliance reports with the
        Commission ninety (90) days after the Effective Date, twelve (12)
        months after the Effective Date, twenty-four (24) months after the
        Effective Date, and thirty-six (36) months after the Effective Date.
        Each compliance report shall include a compliance certificate from an
        officer, as an agent of Next-G, stating that the officer has personal
        knowledge that Next-G has established operating procedures intended
        to ensure compliance with this Consent Decree and outlining within
        that statement the basis for the officer's compliance certification.
        All compliance reports shall be submitted to Division Chief,
        Investigations and Hearings Division, Enforcement Bureau, Federal
        Communications Commission, 445 12th Street, S.W., Washington, D.C.
        20554.

     g. Termination Date. Unless stated otherwise,  the requirements of this
        Consent Decree will expire thirty-six (36) months after the Effective
        Date.

   12. Section 208 Complaints: Subsequent Investigations. 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 Next-G 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 Next-G of the Act, the Rules, or any
       Commission Order.

   13. Voluntary Contribution. Next-G agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of two
       hundred fifty thousand dollars ($250,000.00), with an initial payment
       of thirty thousand dollars ($30,000.00) and the remainder paid in
       thirty-six (36) equal monthly installments of six thousand one hundred
       eleven dollars and twelve cents ($6,111.12). The initial payment of
       $30,000.00 shall be made within thirty (30) days after the Effective
       Date, and the monthly installments thereafter shall be made by the
       thirtieth (30th) day of each month following payment of the initial
       payment. Each 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 Federal Reserve Bank of New York, and
       account number 27000001. Next-G will also send an electronic
       notification within forty-eight (48) hours of the date of said payment
       to Chin Yoo at Chin.Yoo@fcc.gov.

   14. Waivers. Next-G 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, provided the Bureau issues the Adopting
       Order without change, addition, modification, or deletion. Next-G
       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 Next-G nor the
       Commission shall contest the validity of the Consent Decree or the
       Adopting Order, and Next-G shall waive any statutory right to a trial
       de novo. Next-G 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.

   15. 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 Next-G does not expressly
       consent) that provision will be superseded by such Commission Rule or
       Order.

   16. Successors and Assigns. Next-G agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   17. 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, the Rules, and the Commission's Orders.

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

   19. 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.

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

   21. 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.


     ________________________________   
                                        
     Michele Ellison                    
                                        
     Chief, Enforcement Bureau          
                                        
     ________________________________   
                                        
     Date                               
                                        
     ________________________________   
                                        
     Zulfiqar AR                        
                                        
     Vice President                     
                                        
     Next-G Communication, Inc.         
                                        
     ________________________________   
                                        
     Date                               


   47 U.S.C. S: 276.

   47 C.F.R. S:S: 64.1300, 64.1310(a), and 64.1320.

   47 U.S.C. S: 214(a).

   47 C.F.R. S: 63.18.

   See Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC, to Zee Ar, President, Next-G
   Communications, Inc. d/b/a U.S. Comm (Nov. 15, 2005).

   47 U.S.C. S: 276.

   47 C.F.R. S:S: 64.1300, 64.1310(a), and 64.1320.

   47 U.S.C. S: 276(b)(1)(A).

   See Implementation of the Pay Telephone Reclassification and Compensation
   Provisions of the Telecommunications Act of 1996, Report and Order, 11 FCC
   Rcd 20541 (1996) (subsequent history omitted) ("First Payphone Order").
   The Commission's current rules were adopted in 2003, and subsequently
   modified in 2004. See Implementation of the Pay Telephone Reclassification
   and Compensation Provisions of the Telecommunications Act of 1996, Second
   Report and Order, 18 FCC Rcd 19975 (2003) (subsequent history omitted)
   ("Second Payphone Order"); Implementation of the Pay Telephone
   Reclassification and Compensation Provisions of the Telecommunications Act
   of 1996, Order on Reconsideration, 19 FCC Rcd 21457 (2004) (subsequent
   history omitted) ("Payphone Reconsideration Order").

   47 C.F.R. S: 64.1300(b).

   Id. at S: 64.1300(d).

   Id. at S: 64.1300(a).

   Id. at S:S: 64.1310(a), 64.1320.

   Id. at S: 64.1310(a)(1).

   Id. at S: 64.1320.

   Id. at S: 64.1310(a)(2)-(4).

   47 U.S.C. S: 214(a).

   47 C.F.R. S: 63.18.

   Id., at  S: 63.18(e)(2).

   Letter from Jonathan S. Marashlian, The Helein Law Group, P.C., counsel
   for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy, Investigations
   and Hearings Division, Enforcement Bureau, FCC (Dec. 21, 2005), at 2
   ("December 2005 LOI Response").

   Letter from Hillary S. DeNigro, Deputy Chief, Investigations and Hearings
   Division, Enforcement Bureau, FCC, to Zee Ar, President, Next-G
   Communications, Inc. d/b/a U.S. Comm (Nov. 15, 2005); Letter from Hillary
   S. DeNigro, Deputy Chief, Investigations and Hearings Division,
   Enforcement Bureau, FCC, to Jonathan S. Marashlian, The Helein Law Group,
   P.C., counsel for Next-G (Feb. 28, 2006).

   See December 2005 LOI Response; Letter from Jonathan S. Marashlian, The
   Helein Law Group, P.C., counsel for Next-G, to Hillary DeNigro and Raelynn
   Tibayan Remy, Investigations and Hearings Division, Enforcement Bureau,
   FCC (Mar. 27, 2006), at 2.

   See, e.g., Letter from Jonathan S. Marashlian, The Helein Law Group, P.C.,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (May 5,
   2006); Letter from Jonathan S. Marashlian, The Helein Law Group, P.C.,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (July 14,
   2006); Letter from Jonathan S. Marashlian, The Helein Law Group, P.C.,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (Nov. 8,
   2006); Letter from Jonathan S. Marashlian, Helein & Marashlian, LLC,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (Jan. 3,
   2007); Letter from Jonathan S. Marashlian, Helein & Marashlian, LLC,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (Nov. 9,
   2007); Letter from Jonathan S. Marashlian, Helein & Marashlian, LLC,
   counsel for Next-G, to Hillary DeNigro and Raelynn Tibayan Remy,
   Investigations and Hearings Division, Enforcement Bureau, FCC (Nov. 19,
   2007); Letter from Jonathan S. Marashlian, Helein & Marashlian, LLC,
   counsel for Next-G, to Trent Harkrader, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC, (Jan. 29, 2008); Letter from
   Jonathan S. Marashlian, Helein & Marashlian, LLC, counsel for Next-G, to
   Vickie Robinson and Chin Yoo, Investigations and Hearings Division,
   Enforcement Bureau, FCC (Dec. 29, 2008).

   Tolling Agreement, File No. EB-05-IH-2010, executed on June 29, 2006, by
   and between Christopher Olsen, Deputy Chief, Enforcement Bureau, FCC (on
   behalf of Kris Monteith, Chief, Enforcement Bureau, FCC) and Jonathan
   Marashlian, Counsel to Next-G; Tolling Agreement Extension, File No.
   EB-05-IH-2010, executed on September 19, 2006, by and between Gene
   Fullano, Deputy Chief, Enforcement Bureau, FCC (on behalf of Kris
   Monteith, Chief, Enforcement Bureau, FCC), and Jonathan Marashlian,
   Counsel to Next-G; Tolling Agreement Extension, File No. EB-05-IH-2010,
   executed on December 13, 2006, by and between Kris Monteith, Chief,
   Enforcement Bureau, FCC, and Jonathan Marashlian, Counsel to Next-G;
   Tolling Agreement Extension, File No. EB-05-IH-2010, executed on March 16,
   2007, by and between Kris Monteith, Chief, Enforcement Bureau, FCC, and
   Jonathan Marashlian, Counsel to Next-G; Tolling Agreement Extension, File
   No. EB-05-IH-2010, executed on June 7, 2007, by and between Hillary S.
   DeNigro, Deputy Chief, Investigations and Hearings Division, Enforcement
   Bureau, FCC, and Ted A. Cox, Counsel to Next-G; Tolling Agreement
   Extension, File No. EB-05-IH-2010, executed on June 12, 2009 , by and
   between Trent B. Harkrader, Deputy Chief, Investigations and Hearings
   Division, Enforcement Bureau, FCC, and Jonathan Marashlian, Counsel to
   Next-G; Tolling Agreement Extension, File No. EB-05-IH-2010, executed on
   August 14, 2009, by and between Hillary S. DeNigro, Chief, Investigations
   and Hearings Division, Enforcement Bureau, FCC, and Jonathan Marashlian,
   Counsel to Next-G; Tolling Agreement Extension, File No. EB-05-IH-2010,
   executed on October 8, 2009, by and between Hillary S. DeNigro, Chief,
   Investigations and Hearings Division, Enforcement Bureau, FCC, and
   Jonathan Marashlian, Counsel to Next-G.

   See 47 C.F.R. S: 1.1910.

   Federal Communications Commission DA 09-2068

   2

   Federal Communications Commission DA 09-2068