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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                )                            
                                                             
                                )   File No.: EB-10-SE-139   
     In the Matter of                                        
                                )   Acct. No.: 201232100019  
     American Music and Sound                                
                                )   FRN: 0021524640          
                                                             
                                )                            


                                     ORDER

   Adopted: March 2, 2012 Released: March 2, 2012

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (Bureau) of the Federal Communications
       Commission and American Music and Sound (AMS). The Consent Decree
       resolves and terminates the Bureau's investigation into AMS's
       compliance with Section 302(b) of the Communications Act of 1934, as
       amended (Act), and Sections 2.803, 2.1203, 15.19, 15.21, and 15.105 of
       the Commission's rules (Rules) pertaining to the marketing of
       unauthorized Class A digital audio radio frequency devices.

    2. The Bureau and AMS have negotiated the Consent Decree that resolves
       this matter. A copy of the Consent Decree is attached hereto and
       incorporated herein 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 AMS 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 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 Lynn P. Martin, President, American Music and Sound,
       22020 Clarendon Street, Suite # 305, Woodland Hills, CA 91367, and to
       Marianne Roach Casserly, Esq., Counsel to American Music and Sound,
       Alston & Bird LLP, The Atlantic Building, 950 F Street, N.W.,
       Washington D.C. 20004-1404.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                )                            
                                                             
                                )   File No.: EB-10-SE-139   
     In the Matter of                                        
                                )   Acct. No.: 201232100019  
     American Music and Sound                                
                                )   FRN: 0021524640          
                                                             
                                )                            


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and
   American Music and Sound, by their authorized representatives, hereby
   enter into this Consent Decree for the purpose of terminating the
   Enforcement Bureau's investigation into possible violations of Section
   302(b) of the Communications Act of 1934, as amended, and Sections 2.803,
   2.1203, 15.19, 15.21, and 15.105 of the Commission's rules pertaining to
   the marketing of digital audio radio frequency devices, including digital
   multitrack recorders, live recording mixers, and stereo rack monitors.

   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. "AMS" means American Music and Sound and its predecessors-in-interest
       and successors-in-interest.

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

    e. "Communications Laws" means collectively, the Act, the Rules, and the
       published and promulgated orders and decisions of the Commission to
       which AMS is subject by virtue of its business activities, including
       but not limited to, the Equipment Marketing Rules.

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

    g. "Compliance Plan" means the compliance obligations and compliance
       program described in this Consent Decree at paragraph 8.

    h. "Covered Employees" means all employees and agents of AMS who perform
       or supervise, oversee, or manage the performance of, duties that
       relate to AMS's responsibilities under the Equipment Marketing Rules.

    i. "Digital Device" means an unintentional radiator device or system as
       defined in Section 15.3(k) of the Rules.

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

    k. "Equipment Marketing Rules" means Section 302(b) of the Act and
       Sections 2.803, 2.1203, 15.19, 15.21, and 15.105 of the Rules and
       other Communications Laws governing the Marketing of radio frequency
       devices within the United States and its territories.

    l. "Investigation" means the investigation commenced by the Bureau's
       August 25, 2010 letter of inquiry regarding whether the Marketing of
       certain Digital Devices by AMS complies with the Equipment Marketing
       Rules.

    m. "Marketing" or "Marketed" means the activities defined in 47 C.F.R. S:
       2.803(e)(4) and "includes sale or lease, or offering for sale or
       lease, including advertising for sale or lease, or importation,
       shipment, or distribution for the purpose of selling or leasing or
       offering for sale or lease."

    n. "Operating Procedures" means the standard, internal operating
       procedures and compliance policies established by AMS to implement the
       Compliance Plan.

    o. "Parties" means AMS and the Bureau, each of which is a "Party".

    p. "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 Sections 2.803, 2.1203,
       15.19, 15.21, and 15.105 of the Rules, certain Digital Devices may not
       be Marketed in the United States unless the devices comply with the
       applicable technical standards and administrative requirements
       relating to equipment labeling and consumer disclosure. AMS is a
       distributor of professional audio, music creation, and musical
       instrument products, such as digital multitrack recorders, live
       recording mixers and stereo rack monitors. Certain products
       distributed by AMS are Digital Devices, and as such are unintentional
       radiators that require prior Commission authorization via the
       Commission's equipment verification procedures.

    3. On August 25, 2010, the Bureau's Spectrum Enforcement Division
       (Division) issued the letter of inquiry (LOI) to AMS directing AMS to
       submit a sworn written response to a series of questions relating to
       whether the company was Marketing certain Digital Devices without
       Commission authorization. AMS responded to the LOI on September 24,
       2010 (LOI Response). In its LOI Response, AMS submitted information
       and documentation related to the Digital Devices at issue, noting that
       it had imported these devices from a foreign manufacturer. AMS also
       stated that the Digital Devices complied with the European EN55011
       standard and that AMS was not aware that these devices were not fully
       compliant with FCC requirements. On March 21, 2011, the Division
       issued AMS a second letter of inquiry, to which the company responded
       on April 20, 2011 (Supplemental LOI Response). In the Supplemental LOI
       Response, AMS further represented that it ceased Marketing the
       majority of non-compliant devices as of September 2010 and the
       remainder of such non-compliant devices as of October 2010. The Bureau
       and AMS executed tolling agreements to toll the statute of
       limitations.

   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.

    5. Jurisdiction. AMS agrees that the Bureau has jurisdiction over it and
       the matters contained in this Consent Decree and that the Bureau 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 Effective Date as defined herein.
       As of the Effective Date, the Adopting Order and this Consent Decree
       shall have the same force and effect as any other order of the
       Commission. Any violation of the Adopting Order or of the terms of
       this Consent Decree shall constitute a separate violation of a
       Commission order, entitling the Commission 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 the
       Investigation. In consideration for the termination of the
       Investigation, AMS 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 the
       Investigation through the Effective Date, 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 AMS
       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 the 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 AMS with respect to AMS'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, AMS agrees that it shall within sixty (60) calendar days after
       the Effective Date, develop and implement a Compliance Plan to help
       ensure future compliance with the Communications Laws, including the
       Equipment Marketing Rules, and with the terms and conditions of this
       Consent Decree. The Compliance Plan shall include, without limitation,
       the following components:

     a. Compliance Officer.  Within thirty (30) calendar days after the
        Effective Date, AMS shall designate a senior corporate manager with
        the requisite corporate and organizational authority to serve as
        Compliance Officer and to discharge the duties set forth below. The
        person designated as the Compliance Officer shall be responsible for
        developing, implementing, and administering the Compliance Plan and
        ensuring that AMS complies with the terms and conditions of the
        Compliance Plan and this Consent Decree. In addition to the general
        knowledge of the Communications Laws necessary to discharge his/her
        duties under this Consent Decree, the Compliance Officer shall have
        specific knowledge of the Equipment Marketing Rules prior to assuming
        his/her duties.

     b. Operating Procedures on Equipment Marketing. Within sixty (60)
        calendar days after the Effective Date, AMS shall establish Operating
        Procedures that all Covered Employees must follow to help ensure
        AMS's compliance with the Equipment Marketing Rules. AMS's Operating
        Procedures shall include internal procedures and policies
        specifically designed to ensure that (i) all Digital Devices and
        other radio frequency devices Marketed by AMS comply with applicable
        technical standards, have been properly authorized  (via the
        certification, verification, or declaration of conformity procedures,
        as applicable), and comply with the applicable administrative
        requirements relating to equipment labeling and consumer disclosure;
        and (ii) any Digital Devices that do not comply with the Equipment
        Marketing Rules are not Marketed to U.S. consumers.

     c. Compliance Manual. Within sixty (60) calendar days after the
        Effective Date, the Compliance Officer shall develop and distribute a
        Compliance Manual to all Covered Employees. The Compliance Manual
        shall explain the Equipment Marketing Rules and set forth the
        Operating Procedures that Covered Employees shall follow to help
        ensure AMS's compliance with the Equipment Marketing Rules. AMS shall
        periodically review and revise the Compliance Manual as necessary to
        ensure that the information set forth therein remains current and
        complete. AMS shall distribute any revisions to the Compliance Manual
        promptly to all Covered Employees.

     d. Compliance Training Program. AMS shall establish and implement a
        Compliance Training Program on compliance with the Equipment
        Marketing Rules and the Operating Procedures. As part of the
        Compliance Training Program, Covered Employees shall be advised of
        AMS's obligation to report any non-compliance with the Equipment
        Marketing Rules under paragraph 9 of this Consent Decree and shall be
        instructed on how to disclose non-compliance to the Compliance
        Officer. All Covered Employees shall be trained pursuant to the
        Compliance Training Program within sixty (60) calendar days after the
        Effective Date,  except that any person who becomes a Covered
        Employee at any time after the Effective Date shall be trained within
        thirty (30) calendar days after the date such person becomes a
        Covered Employee. AMS shall repeat the compliance training on an
        annual basis and shall periodically review and revise the Compliance
        Training Program as necessary to ensure that it remains current and
        complete and to enhance its effectiveness.

     e. Termination Date. Unless stated otherwise, the requirements of this
        paragraph 8 of the Consent Decree shall expire twenty-four (24)
        months after the Effective Date.

    9. Reporting Non-Compliance. AMS shall report any non-compliance with the
       Equipment Marketing Rules and with the terms and conditions of this
       Consent Decree within fifteen (15) calendar days after discovery of
       such non-compliance. Such reports shall include a detailed explanation
       of (i) each instance of non-compliance; (ii) the steps that AMS has
       taken or will take to remedy such non-compliance; (iii) the schedule
       on which such remedial actions will be taken; and (iv) the steps that
       AMS has taken or will take to prevent the recurrence of any such
       non-compliance. All reports of non-compliance shall be submitted to
       the Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
       Communications Commission, Room 3-C366, 445 12th Street, S.W.
       Washington, D.C. 20554, with a copy submitted electronically to Kathy
       Harvey at Kathy.Harvey@fcc.gov and to JoAnn Lucanik at
       JoAnn.Lucanik@fcc.gov. The reporting obligations set forth in this
       paragraph 9 shall expire twenty-four (24) months after the Effective
       Date.

   10. Compliance Reports. AMS shall file Compliance Reports with the
       Commission ninety (90) calendar days after the Effective Date, twelve
       (12) months after the Effective Date, and twenty-four (24) months
       after the Effective Date.

    a. Each compliance report shall include a detailed description of AMS's
       efforts during the relevant period to comply with the terms and
       conditions of this Consent Decree and the Equipment Marketing Rules.
       In addition, each Compliance Report shall include a certification by
       the Compliance Officer, as an agent of and on behalf of AMS, stating
       that the Compliance Officer has personal knowledge that AMS (i) has
       established and implemented the Compliance Plan; (ii) has utilized the
       Operating Procedures since the implementation of the Compliance Plan;
       and (iii) is not aware of any instances of non-compliance with the
       terms and conditions of this Consent Decree, including the reporting
       obligations set forth in paragraph 9 hereof.

    b. The Compliance Officer's certification shall be accompanied by a
       statement explaining the basis for such certification and must comply
       with Section 1.16 of the Rules and be subscribed to as true under
       penalty of perjury in substantially the form set forth therein.

    c. If the Compliance Officer cannot provide the requisite certification,
       the Compliance Officer, as an agent of and on behalf of AMS, shall
       provide the Commission with a detailed explanation of the reason(s)
       why and describe fully (i) each instance of non-compliance; (ii) the
       steps that AMS has taken or will take to remedy such non-compliance,
       including the schedule on which proposed remedial actions will be
       taken; and (iii) the steps that AMS has taken or will take to prevent
       the recurrence of any such non-compliance, including the schedule on
       which such preventive action will be taken.

    d. All Compliance Reports shall be submitted to the Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554, with a copy
       submitted electronically to Kathy Harvey at Kathy.Harvey@fcc.gov and
       to JoAnn Lucanik at JoAnn Lucanik@fcc.gov.

   11. Voluntary Contribution.  AMS agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of
       seventy-two thousand dollars ($72,000). The payment must be made
       within thirty (30) calendar days after the Effective Date. 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). AMS shall also send electronic
       notification to Kathy Harvey at Kathy.Harvey@fcc.gov, JoAnn Lucanik at
       JoAnn Lucanik@fcc.gov, and Samantha Peoples at Sam.Peoples@fcc.gov on
       the date said payment is made.

   12. Waivers. AMS 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 as defined herein. AMS 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 AMS nor the Commission shall contest the
       validity of the Consent Decree or of the Adopting Order, and AMS shall
       waive any statutory right to a trial de novo. AMS 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 AMS does not expressly consent)
       that provision will be superseded by such Rule or Commission order.

   15. Successors and Assigns. AMS 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 Investigation. 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 Communications Laws.

   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 AMS represents and warrants that he/she is authorized by
       AMS to execute this Consent Decree and to bind AMS to the obligations
       set forth herein. The FCC signatory represents that she is signing
       this Consent Decree 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

   ___________________________

   Date

   _____________________________

   Lynn P. Martin

   President

   American Music and Sound

   _____________________________

   Date

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

   47 C.F.R. S:S: 2.803, 2.1203, 15.19, 15.21, 15.105.

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

   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, 2.1203, 15.19, 15.21, 15.105.

   47 C.F.R. S: 15.3(k).

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

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Lynn Martin,
   President, American Music and Sound (Aug. 25, 2010).

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

   47 C.F.R. S:S: 2.803(a), 2.1203, 15.19, 15.21, 15.105.

   47 C.F.R. S: 15.101.

   See supra note 5.

   See Letter from Dean Downey, Business Manager, American Music and Sound,
   to Federal Communications Commission, Enforcement Bureau, Spectrum
   Enforcement Division (Sept. 24, 2010).

   LOI Response at 1.

   See Letter from Ricardo M. Durham, Acting Chief, Spectrum Enforcement
   Division, Enforcement Bureau, Federal Communications Commission, to Lynn
   Martin, President, American Music and Sound (Mar. 21, 2011).

   See Letter from Lynn Martin, President, American Music and Sound, to
   Ricardo M. Durham, Acting Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission (Apr. 20, 2011).

   Supplemental LOI Response at 16.

   See, e.g., Tolling Agreement Extension, File No. EB-10-SE-139, executed by
   and between John D. Poutasse, Acting Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications, and Marianne Casserly, Esq.,
   Alston & Bird LLP, Counsel to American Music and Sound (Nov. 16, 2011).

   47 C.F.R. S: 1.16.

   Federal Communications Commission DA 12-270

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   Federal Communications Commission DA 12-270