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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                              )                                
                                                               
                              )   File No.: EB-09-IH-1048      
     In the Matter of                                          
                              )   NAL/Acct. No.: 201132080036  
     Nevada Utilities, Inc.                                    
                              )   FRN: 0014886931              
                                                               
                              )                                


                                     ORDER

   Adopted: September 12, 2011 Released: September 12, 2011

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt a Consent Decree entered into between the
       Enforcement Bureau ("Bureau") and Nevada Utilities, Inc. ("NUI"). The
       Consent Decree resolves and terminates the Bureau's investigation into
       NUI's compliance with section 214 of the Communications Act of 1934,
       as amended (the "Act"), and the Commission's Rules and Orders
       concerning NUI's obligation to obtain Commission approval before
       transferring control of Commission authority granted under section 214
       of the Act.

    2. A copy of the Consent Decree negotiated by the Bureau and NUI 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 NUI 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 sections 4(i) and 503(b)
       of the Act, 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-referenced investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class certified mail, return receipt requested,
       to Michael Landreth, Chief Financial Officer, BroadRiver Communication
       Corporation, 1000 Hemphill Avenue, Atlanta, Georgia 30318.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                              )                                
                                                               
                              )   File No.: EB-09-IH-1048      
     In the Matter of                                          
                              )   NAL/Acct. No.: 201132080036  
     Nevada Utilities, Inc.                                    
                              )   FRN: 0014886931              
                                                               
                              )                                


                                 CONSENT DECREE

    1. The Enforcement Bureau and Nevada Utilities, Inc. ("NUI" or the
       "Company"), by their authorized representatives, hereby enter into
       this Consent Decree for the purpose of terminating the Bureau's
       investigation into NUI's compliance with section 214 of the
       Communications Act of 1934, as amended (the "Act"), and the
       Commission's Rules and Orders concerning NUI's obligation to obtain
       Commission approval before transferring control of Commission
       authority granted under section 214 of the Act.

   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 compliance obligations and program
       described in this Consent Decree at paragraph 9.

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

    g. "Investigation" means the investigation commenced by the Bureau's
       August 5, 2009 letter of inquiry regarding the Companies' compliance
       with section 214 of the Act, and part 63 of the Commission's Rules,
       concerning NUI's obligation to obtain Commission approval before
       transferring control of Commission authority granted under section 214
       of the Act.

    h. NUI" or the "Company" means Nevada Utilities, Inc. and its
       predecessors-in-interest and successors-in-interest.

    i. "Parties" means NUI and the Bureau, each of which is a "Party."

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

   II. BACKGROUND

    3. Section 214 of the Act requires telecommunications carriers to obtain
       a certificate of public convenience and necessity from the Commission
       before constructing, acquiring, operating or engaging in transmission
       over lines of communications, or before discontinuing, reducing or
       impairing service to a community. In accordance with section 63.03 of
       the Rules, any domestic carrier seeking to transfer control of lines
       or authorization to operate pursuant to section 214 must obtain prior
       approval from the Commission. Section 63.04 of the Rules sets forth
       the required contents of domestic transfer of control applications.

    4. NUI is a telecommunications services provider in Las Vegas, Nevada. On
       April 25, 2008, Nevada Telecom Solutions ("NTS") acquired 100% of
       NUI's stock. After this acquisition, NUI became a wholly-owned
       subsidiary of NTS. On February 24, 2009, almost one full year after
       NTS acquired NUI, NTS and NUI jointly applied for Commission
       authorization to transfer, from NUI to NTS, NUI's authority to provide
       domestic and international telecommunications services under section
       214 of the Act. The Commission granted the application to transfer
       NUI's authority to provide international telecommunications services
       on March 26, 2009. The Commission granted the application to transfer
       NUI's authority to provide domestic telecommunications services on
       April 16, 2009.  On August 5, 2009, the Bureau issued a Letter of
       Inquiry ("LOI") to NUI. The LOI directed NUI, among other things, to
       submit a sworn written response to a series of questions relating to
       NUI's compliance with section 214 of the Act and part 63 of the Rules.
       NUI responded to the LOI on September 1, 2009, confirming that it
       filed for Commission authorization to transfer its authority to
       provide domestic and international telecommunications services under
       section 214 of the Act after it was acquired by NTS.

   III. TERMS OF AGREEMENT

    5. 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.

    6. Jurisdiction. NUI agrees that the Bureau has jurisdiction over NUI and
       the matters contained in this Consent Decree, and the Bureau has the
       authority to enter into and adopt this Consent Decree.

    7. Effective Date: Violations. The Parties agree that this Consent Decree
       shall become effective on the Effective Date as defined herein. 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.

    8. 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, NUI 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, or the existence of this
       Consent Decree, to institute, on its own motion or in response to a
       third party objection, or recommend to the Commission, any new
       proceeding, formal or informal, or take any action on its own motion
       against NUI concerning the matters that were the subject of the
       Investigation. The Bureau also agrees that in the absence of new
       material evidence it will not use the facts developed in this
       Investigation through the Effective Date, 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 NUI with
       respect to NUI's basic qualifications, including its character
       qualifications, to hold Commission authorizations.

    9. Compliance Plan. NUI agrees that it will implement, within thirty (30)
       calendar days from the Effective Date, a Compliance Plan related to
       compliance with the Act, the Rules, and the Commission's Orders, with
       particular emphasis on compliance with the Rules concerning the
       purchase, sale, acquisition, assignment or transfer of control of NUI
       or NUI assets potentially subject to FCC regulation. The Compliance
       Plan shall include, at a minimum, the following components:

    a. Compliance Officer. Within thirty (30) calendar days of the Effective
       Date, NUI will designate a Compliance Officer who is responsible for
       administering the Compliance Plan, supervise NUI's compliance with the
       Act, Rules, and Commission Orders, and serve as the point of contact
       on behalf of NUI for all FCC-related compliance matters.

    b. Internal Controls. NUI will institute internal processes that ensure
       (i) future transactions contemplating a change in control of any
       corporate entities controlled by NUI, and that hold FCC
       authorizations, are communicated to NUI's management in advance of any
       actual transfer of control; and (ii) that the requirements of all
       appropriate regulatory authorities are timely satisfied. The
       Companies' management will be informed when transactions that involve
       a transfer of FCC authorizations require Commission consent to
       transfer the authorizations.

    c. Compliance Manual. Within sixty (60) calendar days of the Effective
       Date, NUI will develop and distribute a Compliance Manual to employees
       and others who perform duties at NUI that trigger or may trigger
       responsibilities related to regulatory compliance with the Act and the
       Rules. The Compliance Manual will be reviewed annually and updated as
       appropriate, and any revisions will be distributed within thirty (30)
       calendar days.

    d. Compliance Training Program. Within ninety (90) calendar days of the
       Effective Date, all NUI employees and others who perform duties at NUI
       that trigger or may trigger compliance-related responsibilities must
       complete a Compliance Training Program focused on those portions of
       the Act, Rules, and Commission Orders that relate to  the purchase,
       sale, acquisition, assignment or transfer of control of NUI or NUI
       assets potentially subject to FCC regulation. The Compliance Training
       Program will contain, at a minimum, information regarding the need to
       conduct due diligence regarding potential FCC authorizations of any
       company in a potential merger or acquisition transaction, the need to
       monitor any corporate reorganization for potential assignment or
       transfer issues, and the need to obtain prior FCC approval for all
       assignments and transfers of control of FCC authorizations. This
       Compliance Training Program will also be presented to new employees
       who are engaged in such activities, within the first 30 calendar days
       of employment, and to employees who are reassigned to such duties
       within 30 calendar days of reassignment. This Compliance Training
       Program will track the Compliance Manual, focusing on proper
       implementation of the Compliance Manual and will be tailored to
       specific user groups.

    e. Compliance Reports. NUI will file compliance reports with the
       Commission ninety (90) calendar days; twelve (12) months; twenty-four
       (24) months; and thirty-six (36) months after the Effective Date. Each
       compliance report shall include a compliance certificate from the
       Compliance Officer stating that the officer has personal knowledge
       that NUI (1) has established operating procedures intended to ensure
       compliance with the terms and conditions of this Consent Decree, with
       section 214 of the Act, and the Rules and FCC Orders concerning NUI's
       obligations to obtain Commission approval before transferring control
       of Commission authorizations; (2) have been utilizing those procedures
       at all times since the previous Compliance Report was submitted; and
       (3) are not aware of any instances of non-compliance. If the
       Compliance Officer is not able to so certify, he or she shall explain
       fully the reason(s) therefore. All Compliance Reports shall be
       directed to the Chief, Investigations & Hearings Division, Enforcement
       Bureau, Federal Communications Commission, 445 12th Street, S.W.,
       Washington, D.C. 20554. The certification must comply with section
       1.16 of the Rules, and be substantially in the form set forth therein.

    f. Reporting Non-Compliance. NUI will report to the Bureau any
       non-compliance with this Consent Decree or sections of the Act, Rules,
       or Commission Orders that relate to the purchase, sale, acquisition,
       assignment or transfer of control of NUI or NUI assets, within 15 days
       after the discovery of non-compliance.

    g. Termination. The provisions of this paragraph shall remain in effect
       for three (3) years from the Effective Date.

   10. 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 NUI 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 NUI with the Act, the Rules, or
       Commission Orders.

   11. Voluntary Contribution. NUI agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of $12,000 in
       24 monthly installments of $500. The first payment will be made within
       10 days after the Effective Date, with subsequent payments made by the
       15th day of each subsequent month for 23 months. 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 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). NUI shall send electronic notification
       of each installment payment to David Janas at david.janas@fcc.gov on
       the date payments are made.

   12. Waivers. NUI 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. NUI 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
       NUI nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and NUI shall waive any statutory right
       to a trial de novo. NUI hereby agrees to waive any claims it may 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.

   13. 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.

   14. 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 NUI does not expressly consent)
       that provision will be superseded by such Commission Rule or Order.

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

   16. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties with
       respect to the matters set forth herein. 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 Rules and Commission's Orders.

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

   18. 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.

   19. Authorized Representative. The individual signing this Consent Decree
       on behalf of NUI represents and warrants that he is authorized by NUI
       to execute this Consent Decree and to bind NUI to the obligations set
       forth herein. The FCC signatory represents that she is signing this
       agreement in her official capacity and that she is authorized to
       execute this Consent Decree.

   20. 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.


     ________________________________      
                                           
     P. Michele Ellison                    
                                           
     Chief                                 
                                           
     Enforcement Bureau                    
                                           
     Federal Communications Commission     
                                           
     ________________________________      
                                           
     Date                                  
                                           
     ________________________________      
                                           
     Michael Oken                          
                                           
     Chief Technology Officer              
                                           
     BroadRiver, Inc.                      
                                           
     On behalf of Nevada Utilities, Inc.   
                                           
     ________________________________      
                                           
     Date                                  


   NUI is a subsidiary of BroadRiver, Inc.

   47 U.S.C. S: 214; see 47 C.F.R. Pt. 63.

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

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

   NUI is a subsidiary of BroadRiver, Inc. ("BroadRiver").

   47 U.S.C. S: 214; see 47 C.F.R. Pt. 63.

   See Nevada Utilities, Inc., EB-09-IH-1048, Letter from Trent B. Harkrader,
   Deputy Chief, Investigations & Hearings Division, Enforcement Bureau,
   Federal Communications Commission, to Jack Pestaner,

   Nevada Utilities, Inc. (Aug. 5, 2009) ("LOI").

   47 U.S.C. S: 214; 47 C.F.R. Pt. 63.

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

   See 47 C.F.R. S: 63.03; Implementation of Further Streamlining Measures
   for Domestic Section 214 Authorizations, Report and Order, 17 FCC Rcd
   5517, 5521, P: 5 (2002) ("2002 Streamlining Order").

   47 C.F.R. S: 63.04.

   Nevada Utilities, Inc., EB-09-IH-1048, Nevada Utilities Response, at 3
   (Sept. 1, 2009) ("LOI Response").

   Id. at 2. Until April 25, 2008, NUI was jointly owned by Robert and Anita
   Jankovics.

   Id. at 4.

   International Authorizations Granted, Public Notice, 24 FCC Rcd. 3644
   (International Bureau 2009).

   Notice of Domestic Section 214 Authorization Granted, Public Notice, 24
   FCC Rcd. 4601 (Wireline Competition Bureau 2009).

   See supra note 3.

   See LOI Response at 4. Subsequently, in 2010, control of NUI was
   transferred from NTS to BroadRiver. NTS and BroadRiver timely sought and
   received Commission approval for the 2010 transfer of control of the
   domestic and international section 214 authorizations held by NUI.

   47 C.F.R. S: 1.16.

   (Continued from previous page)

   (continued...)

   Federal Communications Commission DA 11-1482___

                                       6

   Federal Communications Commission DA 11-1482___