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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                               )                            
                                                            
                               )                            
                                                            
                               )   File No.: EB-10-SE-052   
     In the Matter of                                       
                               )   Acct. No.: 201232100021  
     ETI Sound Systems, Inc.                                
                               )   FRN: 0021561014          
                                                            
                               )                            
                                                            
                               )                            


                                     ORDER

   Adopted: May 11, 2012 Released: May 11, 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 (Commission) and ETI Sound Systems, Inc. (ETI). The Consent
       Decree resolves and terminates the Bureau's investigation into ETI's
       compliance with Section 302(b) of the Communications Act of 1934, as
       amended (the 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 digital radio frequency devices, including guitar amplifiers,
       CD/MP3 players, and active speaker systems.

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

    4. 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.

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

    6. 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 Avi El-Kiss, Vice President, ETI Sound Systems, Inc.,
       3383 Gage Avenue, Huntington Park, CA 90255, and to Martin L. Stern,
       Counsel to ETI Sound Systems, Inc., K&L Gates LLP, 1601 K Street,
       N.W., Washington, D.C. 20006.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                               )                            
                                                            
                               )   File No.: EB-10-SE-052   
     In the Matter of                                       
                               )   Acct. No.: 201232100021  
     ETI Sound Systems, Inc.                                
                               )   FRN: 0021561014          
                                                            
                               )                            


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and ETI
   Sound Systems, Inc., 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 radio frequency devices, including guitar amplifiers, CD/MP3
   players, and active speaker systems.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
       151 et seq.

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

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

    f. "Compliance Plan" means the compliance obligations, program, and
       procedures described in this Consent Decree at paragraph 9.

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

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

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

    j. "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.

    k. "ETI" means ETI Sound Systems, Inc., d/b/a B-52 Professional, d/b/a
       Boutique Amps Distribution, and its predecessors-in-interest and
       successors-in-interest.

    l. "Investigation" means the investigation commenced by the Bureau's July
       9, 2010 letter of inquiry regarding whether the marketing of certain
       Digital Devices by ETI complies with the Equipment Marketing Rules.

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

    n. "Parties" means ETI and the Bureau, each of which is a "Party."

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

   II. BACKGROUND

     1. 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 as well as the administrative
        requirements relating to equipment labeling and consumer disclosure.
        ETI markets Digital Devices such as guitar amplifiers with built-in
        digital signal processors, CD/MP3 players, and active speaker
        systems. These Digital Devices are unintentional radiators subject to
        authorization via the Commission's equipment verification procedures.

     2. On July 9, 2011, the Bureau's Spectrum Enforcement Division issued a
        letter of inquiry (LOI) to ETI, directing ETI to submit a sworn
        written response to a series of questions relating to ETI's
        manufacture, importation, and marketing of its Prodigy CD/MP3
        players, its Matrix active speaker system, and its Rebel and Renegade
        guitar amplifiers. ETI responded to the LOI on September 8, 2010 (LOI
        Response). In its LOI Response, ETI provided detailed information
        about the product lines that require testing and authorization,
        noting however that it primarily markets non-digital sound system
        devices that are not subject to the Commission's equipment
        authorization procedures. ETI also stated that it had undertaken a
        top-to-bottom review of its equipment authorization compliance.  The
        Bureau and ETI 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. ETI 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, ETI 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
   any new proceeding, formal or informal, or take any action on its own
   motion against ETI 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 ETI with respect to ETI's basic qualifications,
   including its character qualifications, to be a Commission licensee or to
   hold Commission licenses or authorizations.

   8. Compliance Officer.  Within thirty (30) calendar days after the
   Effective Date, ETI 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 Compliance
   Officer shall be responsible for developing, implementing, and
   administering the Compliance Plan and ensuring that ETI 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. The initial Compliance Officer as of the
   Effective Date will be Avi El-Kiss, Vice President, ETI. ETI represents
   and warrants that, as of the Effective Date, Mr. El-Kiss is ETI's only
   Covered Employee, as such term is defined herein.

   9. Compliance Plan. For purposes of settling the matters set forth herein,
   ETI agrees that it shall within sixty (60) calendar days after the
   Effective Date, develop and implement a Compliance Plan designed to ensure
   future compliance with the Communications Laws and with the terms and
   conditions of this Consent Decree. With respect to the Equipment Marketing
   Rules, ETI shall implement the following procedures:

     a. Operating Procedures on Equipment Marketing. Within sixty (60)
        calendar days after the Effective Date, ETI shall establish Operating
        Procedures that the Compliance Officer and any person who becomes a
        Covered Employee after the Effective Date must follow to help ensure
        ETI's compliance with the Equipment Marketing Rules. ETI's Operating
        Procedures shall include internal procedures and policies
        specifically designed to ensure that all Digital Devices and other
        radio frequency devices marketed by ETI 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.

     b. Compliance Manual.  Within sixty (60) calendar days after the
        Effective Date, the Compliance Officer shall develop a Compliance
        Manual and distribute the Compliance Manual to any person who becomes
        a Covered Employee after the Effective Date, within thirty (30)
        calendar days after the date such person becomes a Covered Employee.
        The Compliance Manual shall explain the Equipment Marketing Rules and
        set forth the Operating Procedures that Covered Employees shall
        follow to help ensure ETI's compliance with the Equipment Marketing
        Rules. ETI shall periodically review and revise the Compliance Manual
        as necessary to ensure that the information set forth therein remains
        current and complete. ETI shall distribute any revisions to the
        Compliance Manual promptly to any Covered Employees.

     c. Compliance Training Program. Recognizing that the Compliance Officer
        is required to have specific knowledge of the Equipment Marketing
        Rules under the terms of paragraph 8 above, and given ETI's
        representation that the Compliance Officer is ETI's only Covered
        Employee as of the Effective Date, the following training obligations
        shall apply in the event that any person, in addition to the
        Compliance Officer, becomes a Covered Employee at any time after the
        Effective Date: (i) ETI shall establish and implement a Compliance
        Training Program on compliance with the Equipment Marketing Rules and
        the Operating Procedures; (ii) as part of the Compliance Training
        Program, Covered Employees shall be advised of ETI's obligation to
        report any noncompliance with the Equipment Marketing Rules under
        paragraph 10 of this Consent Decree and shall be instructed on how to
        disclose noncompliance to the Compliance Officer; (iii) any person
        who becomes a Covered Employee at any time after the Effective Date
        shall be trained pursuant to the Compliance Training Program within
        thirty (30) calendar days after the date such person becomes a
        Covered Employee; and (iv) ETI 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.

   10. Reporting Noncompliance. ETI shall report any noncompliance with the
       Equipment Marketing Rules and with the terms and conditions of this
       Consent Decree within fifteen (15) calendar days after discovery of
       such noncompliance. Such reports shall include a detailed explanation
       of (i) each instance of noncompliance; (ii) the steps that ETI has
       taken or will take to remedy such noncompliance; (iii) the schedule on
       which such remedial actions will be taken; and (iv) the steps that ETI
       has taken or will take to prevent the recurrence of any such
       noncompliance. All reports of noncompliance 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 Neal
       McNeil at Neal.McNeil@fcc.gov and to Ricardo Durham at
       Ricardo.Durham@fcc.gov.

   11. Compliance Reports. ETI 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 ETI'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 ETI, stating
       that the Compliance Officer has personal knowledge that ETI (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 noncompliance with the
       terms and conditions of this Consent Decree, including the reporting
       obligations set forth in paragraph 10 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 ETI, shall
       provide the Commission with a detailed explanation of the reason(s)
       why and describe fully (i) each instance of noncompliance; (ii) the
       steps that ETI has taken or will take to remedy such noncompliance,
       including the schedule on which proposed remedial actions will be
       taken; and (iii) the steps that ETI has taken or will take to prevent
       the recurrence of any such noncompliance, 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 Neal McNeil at Neal.McNeil@fcc.gov and to
       Ricardo Durham at Ricardo.Durham@fcc.gov.

   12. Termination Date. Unless stated otherwise, the obligations set forth
   in paragraphs 8 through 11 of this Consent Decree shall expire twenty-four
   (24) months after the Effective Date.

   13. Voluntary Contribution.  ETI agrees that it will make a voluntary
   contribution to the United States Treasury in the amount of thirty-four
   thousand dollars ($34,000) (Voluntary Contribution), such Voluntary
   Contribution to be made in four (4) quarterly payments (each an
   Installment Payment) of Eight Thousand Five Hundred Dollars ($8,500). The
   first payment is to be made within thirty (30) calendar day after the
   Effective Date, with remaining payments due on or before September 3,
   2012, December 3, 2012, and March 1, 2013. ETI acknowledges and agrees
   that upon execution of this Consent Decree the Voluntary Contribution and
   each Installment Payment shall become a "Claim" or "Debt" as defined in 31
   U.S.C. S:3701(b)(1). Upon an Event of Default, all procedures for
   collection as permitted by law may, at the Commission's discretion, be
   initiated. In addition, ETI agrees that it will make the first and all
   subsequent Installment Payments in United States Dollars without further
   demand or notice by the dates specified above. Installment Payments must
   be made by check or similar instrument, payable in United States Dollars
   to the order of the Federal Communications Commission. The payments 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. Payments
   by wire transfer may be made to ABA Number 021030004, receiving bank
   TREAS/NYC, and Account Number 27000001. For payments 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). ETI shall also send electronic notification to Neal McNeil at
   Neal.McNeil@fcc.gov, Ricardo Durham at Ricardo.Durham@fcc.gov, and
   Samantha Peoples at Sam.Peoples@fcc.gov on the date each payment is made.

   14. Event of Default. ETI agrees that an Event of Default shall occur upon
       the failure by ETI to pay the full amount of any Installment Payment
       on or before the due date specified in this Consent Decree.

   15. Interest, Charges for Collection, and Acceleration of Maturity Date.
       Upon an Event of Default under this Consent Decree, the then unpaid
       amount of the Voluntary Contribution shall accrue interest, computed
       using the rate of the U.S. Prime Rate in effect on the date of the
       Event of Default, plus 4.75 percent, from the date of the Event of
       Default until payment in full. Upon an Event of Default, the then
       unpaid amount of the Voluntary Contribution, together with interest,
       as aforesaid, any penalties permitted and/or required by the law,
       including but not limited to 31 U.S.C. S: 3717 and administrative
       charge(s), plus the costs of collection, litigation, and attorneys'
       fees, shall become immediately due and payable, without notice,
       presentment, demand, protest, or notice of protest of any kind, all of
       which are waived by ETI.

   16. Waivers. ETI 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. ETI 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 ETI nor the Commission shall contest the
       validity of the Consent Decree or of the Adopting Order, and ETI shall
       waive any statutory right to a trial de novo. ETI 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.

   17. 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.

   18. 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 ETI does not expressly consent)
       that provision will be superseded by such Rule or Commission order.

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

   20. 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, and that by
       entering into this Consent Decree, ETI does not admit to or deny any
       violation of the Communications Laws.

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

   22. 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.

   23. Authorized Representative. The individual signing this Consent Decree
       on behalf of ETI represents and warrants that he is authorized by ETI
       to execute this Consent Decree and to bind ETI 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.

   24. 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

   _______________________________

   Avi El-Kiss

   Vice President

   ETI Sound Systems, Inc.

   ______________________________

   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.

   Id. S: 15.3(k).

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

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

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Avi El-Kiss,
   Vice President, ETI Sound Systems, Inc. (File No. EB-10-SE-052; July 9,
   2010).

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

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

   Id. S: 15.101.

   See supra note 6.

   See Letter from Avi El-Kiss, Vice President, ETI Sound Systems, Inc., to
   Marlene H. Dortch, Secretary, Federal Communications Commission (Sept. 8,
   2010).

   LOI Response at 2.

   Id. at 2-3.

   See, e.g., Tolling Agreement Extension, File No. EB-10-SE-052, executed by
   and between John D. Poutasse, Acting Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and Martin Stern,
   K&L Gates LLP, Counsel to ETI Sound Systems, Inc. (Jan. 4, 2012).

   47 C.F.R. S: 1.16.

   Debt Collection Improvement Act of 1996, Pub. L. 104-134, 110 Stat. 1321,
   1358 (Apr. 26, 1996).

   Federal Communications Commission DA 12-360

   2

   Federal Communications Commission DA 12-360