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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                           )                           
                                                       
                           )   File No. EB-08-SE-1307  
     In the Matter of                                  
                           )   Acct. No. 200932100021  
     Arkion Systems, LLC                               
                           )   FRN No. 0017026220      
                                                       
                           )                           


                                     ORDER

   Adopted: January 13, 2009 Released: January 15, 2009

   By the Chief, Spectrum Enforcement Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Arkion Systems, LLC
       ("Arkion"). The Consent Decree is for the purpose of terminating the
       Bureau's investigation into whether Arkion violated Section 302(b) of
       the Communications Act of 1934, as amended ("Act"), and Sections
       2.803(a), 2.925 and 15.19 of the Commission's rules ("Rules")
       regarding the marketing and use of four models of utility meter
       transmitters.

    2. The Bureau and Arkion have negotiated the terms of a Consent Decree
       that resolves 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 there are no substantial or material questions of fact as to
       whether Arkion 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 Act,
       and sections 0.111 and 0.311 of the 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 a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Seyamak Keyghobad, Chief Executive Officer, Arkion
       Systems, LLC, 230 Union Street, New Bedford, MA 02740, and Terry G.
       Mahn, Esq., Fish & Richardson P.C., 1425 K Street, N.W., Washington,
       D.C. 20005.

   FEDERAL COMMUNICATIONS COMMISSION

   Kathryn S. Berthot

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                           )                           
                                                       
                           )   File No. EB-08-SE-1307  
     In the Matter of                                  
                           )   Acct. No. 200932100021  
     Arkion Systems, LLC                               
                           )   FRN No. 0017026220      
                                                       
                           )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Arkion Systems, LLC ("Arkion"), by
   their authorized representatives, hereby enter into this Consent Decree
   for the purpose of terminating the Bureau's investigation into whether
   Arkion violated Section 302(b) of the Communications Act of 1934, as
   amended ("Act"), and Sections 2.803(a), 2.925, and 15.19 of the
   Commission's rules ("Rules"), regarding the marketing and use of four
   models of utility meter transmitters.

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

     c. "Arkion" means Arkion Systems, LLC and its subsidiaries and their
        predecessors-in-interest and successors-in-interest.

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

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

     f. "Compliance Plan" means the program described in this Consent Decree
        at paragraph eight (8).

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

     h. "Investigation" means the matter disclosed to the Bureau by Arkion on
        December 16, 2008, regarding possible violations of Section 302(b) of
        the Act and Sections 2.803(a), 2.925 and 15.19 of the Rules.

     i. "Parties" means Arkion and the Bureau.

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

   II. BACKGROUND

    2. Pursuant to Section 302(b) of the Act and Section 2.803(a) of the
       Rules, radio frequency devices subject to certification may not be
       marketed unless authorized by the Commission in accordance with the
       applicable technical and administrative provisions of the Rules. Under
       Section 2.925 of the Rules, equipment that is required to be certified
       must be labeled with a permanently affixed nameplate or label that
       lists the FCC identifier, and Section 15.19 of the Rules imposes
       additional labeling requirements.

    3. On December 16, 2008, Arkion voluntarily disclosed to the Bureau that
       four models of utility meter transmitters marketed by Arkion and
       deployed in three communities had not been certificated.

   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. Arkion  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 of Arkion. In consideration for the termination of said
       Investigation, Arkion 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 Arkion 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 Arkion with respect to
       Arkion's basic qualifications, including its character qualifications,
       to be a Commission licensee or to hold Commission licenses or
       authorizations.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein,  Arkion agrees to 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) Authorization of Devices. Arkion will ensure that all models of its
   radio frequency devices marketed and deployed after the Effective Date
   comply with the Commission's technical standards and have been
   certificated.

   (b) Replacement of Devices. Within fifteen (15) months after the Effective
   Date, Arkion will replace all utility meters containing non-certificated
   radio frequency devices that were deployed prior to the Effective Date
   with utility meters containing certificated radio frequency devices.

   (c) Labeling. Within fifteen (15) months after the Effective Date, Arkion
   will affix the required FCC labels to all utility meters deployed as of
   the Effective Date.

   (d)  Operations.  During the fifteen (15) month period following the
   Effective Date, Arkion, or its agents, will be permitted to continue to
   operate all utility meters deployed prior to the Effective Date in the
   normal management of the utility systems in the communities in which the
   meters are located, subject to the requirements of Section 15.5 of the
   Rules.

   (e)  Compliance Report. Arkion will file compliance reports with the
   Commission six (6) months after the Effective Date and fifteen (15) months
   after the Effective Date. Each compliance report shall include a
   compliance certificate from an officer, as an agent of Arkion, stating
   that the officer has personal knowledge that Arkion  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. All compliance reports shall also be submitted electronically to
   Neal McNeil at Neal.McNeil@fcc.gov and Kathryn Berthot at
   Kathy.Berthot@fcc.gov.

   (f)  Termination Date. Unless stated otherwise, the requirements of this
   Consent Decree will expire fifteen (15) months after the Effective Date.

    9. Voluntary Contribution. Arkion agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of eighteen
       thousand dollars ($18,000). The payment will be made within 30 days
       after the Effective Date of the Adopting Order. 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). Arkion will also send
       electronic notification on the date said payment is made to
       Neil.McNeil@fcc.gov and Kathy.Berthot@fcc.gov.

   10. Waivers. Arkion 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 an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. Arkion 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
       Arkion nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and Arkion shall waive any statutory
       right to a trial de novo. Arkion 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. Invalidity. 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 Arkion does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

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

   14. Final Settlement. The Parties agree that this Consent Decree is for
       settlement purposes only and that by agreeing to this Consent Decree,
       Arkion does not admit or deny noncompliance, violation or liability
       for violating the Act, Commission's Rules or Orders in connection with
       the matters that are the subject of this Consent Decree. 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.


     _______________________________        
                                            
     Kathryn S. Berthot                     
                                            
     Chief, Spectrum Enforcement Division   
                                            
     Enforcement Bureau                     
                                            
     ________________________________       
                                            
     Date                                   
                                            
     ________________________________       
                                            
     Seyamak Keyghobad                      
                                            
     Chief Executive Officer                
                                            
     Arkion Systems, LLC                    
                                            
     ________________________________       
                                            
     Date                                   


   47 U.S.C. S: 302a(b).

   47 C.F.R. S:S: 2.803(a), 2.925, 15.19.

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

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

   47 U.S.C. S: 302a(b).

   47 C.F.R. S:S: 2.803(a), 2.925 and 15.19.

   47 U.S.C. S: 302(b).

   47 C.F.R. S: 2.803(a).

   47 C.F.R. S: 2.925.

   47 C.F.R. S: 15.5.

   Federal Communications Commission DA 09-7

   2

   Federal Communications Commission DA 09-7