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	Federal Communications Commission	DA 18-996
Before the
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, DC 20554

In the Matter of

Adaptive Micro Systems, LLC
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File No.:  EB-SED-17-00024690
Acct. No.:  201832100032
FRN:  0027860402
ORDER

Adopted:  October 12, 2018	Released:  October 12, 2018

By the Deputy Chief, Enforcement Bureau:

1. The Enforcement Bureau (Bureau) of the Federal Communications Commission has entered into a Consent Decree to resolve its investigation into whether Adaptive Micro Systems, LLC (AMS) violated the Commissions rules by marketing light-emitting diode (LED) signs used in digital billboards and other commercial and industrial applications without the required equipment authorization, labeling, and user manual disclosures.  These rules ensure that radiofrequency devices marketed in the United States do not interfere with authorized communications, thereby maintaining network integrity and security and protecting consumers.  To settle this matter, AMS admits that it violated the Commissions rules, will implement a compliance plan, and will pay a $50,000 civil penalty. 
2. 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 referenced investigation regarding AMS compliance with the equipment authorization, labeling, and user manual disclosure rules in effect at the time of the violations, Section 302(b) of the Communications Act of 1934, as amended (Act) 47 U.S.C. 302a(b).	
, and Sections 2.803, 2.955, 15.19, 15.21, 15.101 and 15.105 of the Commissions rules. 47 CFR  2.803, 2.955, 15.19, 15.21, 15.101, 15.105 (2017).  Some of the rules in effect at the time the violations occurred were subsequently amended.  The new rules became effective on November 2, 2017.  See Amendment of Parts 0, 1, 2, 15, and 18 of the Commissions Rules Regarding Authorization of Radiofrequency Equipment, Report and Order, 32 FCC Rcd 8746 (July 2017).

3. In the absence of material new evidence relating to this matter, we do not set for hearing the question of AMS basic qualifications to hold or obtain any Commission license or authorization. See 47 CFR  1.93(b).

4. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the Act 47 U.S.C.  154(i).
 and the authority delegated by Sections 0.111 and 0.311 of the Rules, 47 CFR  0.111, 0.311.
 the attached Consent Decree IS ADOPTED and its terms incorporated by reference.
5. IT IS FURTHER ORDERED that the above-captioned matter 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 Dennis G. Thums, President, Adaptive Micro Systems, LLC, 7840 North 86th Street, Milwaukee, Wisconsin 53224, and to Kurt E. DeSoto, Esq., Wiley Rein LLP, 1776 K Street, NW, Washington, DC 20006. 
					

FEDERAL COMMUNICATIONS COMMISSION


					

					Christopher L. Killion
Deputy Chief
Enforcement Bureau
8
Before the
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, D.C. 20554

In the Matter of

Adaptive Micro Systems, LLC
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)
)
)
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)




File No.:  EB-SED-17-00024690
Acct. No.:  201832100032
FRN:  0027860402
CONSENT DECREE

1. The Enforcement Bureau of the Federal Communications Commission and Adaptive Micro Systems, LLC (Company), by their authorized representatives, hereby enter into this Consent Decree for the purpose of terminating the Enforcement Bureaus investigation into whether AMS violated Section 302(b) of the Communications Act of 1934, as amended, 47 U.S.C.  302a(b).
 and Sections 2.803, 2.955, 15.19, 15.21, 15.101, and 15.105 of the Commissions rules. 47 CFR  2.803, 2.955, 15.19, 15.21, 15.101, 15.105.  Some of the rules in effect at the time the violations occurred were subsequently amended and became effective on November 2, 2017.  See Amendment of Parts 0, 1, 2, 15, and 18 of the Commissions Rules regarding Authorization of Radiofrequency Equipment, Report and Order, 32 FCC Rcd 8746 (July 2017) (Equipment Authorization Order).  This settlement resolves the rule violations listed in para. 1 of this Consent Decree and sets forth obligations for compliance with the current rules.
  
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. 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 or Company means Adaptive Micro Systems, LLC and its affiliates, subsidiaries, 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) 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.
(g) Compliance Plan means the compliance obligations, program, and procedures described in this Consent Decree at paragraph 13.
(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 responsibilities under the Communications Laws, including the Equipment Marketing Rules.
(i) Effective Date means the date by which both the Bureau and AMS have signed the Consent Decree.
(j) Equipment Marketing Rules means Section 302(b) of the Act; Id.  302a(b).
 Sections 2.803, 2.938 or 2.955, 2.1077, 15.19, 15.21, 15.101, and 15.105 of the Rules; 47 CFR  2.803, 2.938, 2.1077, 15.19, 15.101 (2018); id.  2.803, 2.955, 15.19, 15.21, 15.101, 15.105 (2017).  
 and other provisions of the Act, the Rules, and Commission orders related to the authorization of radio frequency devices and the marketing of such devices.
(k) Investigation means the investigation commenced by the Bureau in File No. EB-SED-17-00024690 regarding whether AMS violated the Equipment Marketing Rules. See, e.g., Revised Letter of Inquiry from Aspasia A. Paroutsas, Chief, Spectrum Enforcement Division, FCC Enforcement Bureau, to Christopher Bjornson, Esq., Steptoe & Johnson LLP (July 21, 2017) (LOI); Supplemental Letter of Inquiry from Aspasia A. Paroutsas, Chief, Spectrum Enforcement Division, FCC Enforcement Bureau, to Kurt E. DeSoto, Esq., Wiley Rein LLP (Oct. 23, 2017) (both on file in EB-SED-17-00024690).

(l) Operating Procedures means the standard internal operating procedures and compliance policies established by AMS to implement the Compliance Plan.
(m) Parties means AMS and the Bureau, each of which is a Party.
(n) Rules means the Commissions regulations found in Title 47 of the Code of Federal Regulations.
II. BACKGROUND
3. Section 302 of the Act authorizes the Commission to promulgate reasonable regulations to minimize harmful interference by equipment that emits radio frequency energy. 47 U.S.C.  302a.
  Specifically, Section302(b) of the Act provides that [n]o person shall manufacture, import, sell, offer for sale, or ship devices or home electronic equipment and systems, or use devices, which fail to comply with regulations promulgated pursuant to this section. Id.  302a(b).
  The purpose of Section 302 of the Act is to ensure that radio transmitters and other electronic devices meet certain standards to control interference before they reach the market.
4. The Commission carries out its responsibilities under Section 302 of the Act in two ways.  First, the Commission establishes technical requirements for transmitters and other equipment to minimize their potential for causing interference to authorized radio services.  Second, the Commission administers an equipment authorization program to ensure that equipment reaching the market in the United States complies with the technical and administrative requirements set forth in the Rules.  The equipment authorization program requires, among other things, that radio frequency devices must be tested for compliance with the applicable technical requirements prior to marketing. The term marketing is defined in the Rules and includes the 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.  47 CFR 2.803(a).
  In that regard, Section 2.803(b) of the Rules prohibits the marketing of radio frequency devices unless the device has first been properly authorized, identified, and labeled in accordance with the Rules, with limited exceptions. See id.  2.803(b), (c).

5. AMS is a Wisconsin-based company that manufactures, advertises, and sells fully-assembled light emitting diode (LED) signs. Adaptive Micro Systems, LLC, http://www.adaptivedisplays.com/why-adaptive-/industry-leading (last visited September 19, 2018).
  On July 12, 2017, after reviewing a complaint, the Bureaus Spectrum Enforcement Division issued a Letter of Inquiry (LOI) to AMS, directing it to submit a sworn written response to a series of questions relating to its marketing of LED signs in the United States. See supra note 6.
  The Investigation revealed that AMS violated the Equipment Marketing Rules by marketing LED signs Such signs constitute unintentional radiators within the meaning of Section 15.3(z) of the Commissions rules.  47 CFR  15.3(z).
 without the required equipment authorization, labeling, and user manual disclosures, See, e.g., Letter of Inquiry Response from Dennis G. Thums, President, Adaptive Micro Systems, LLC, to Marlene H. Dortch, Secretary, FCC (Aug. 28, 2017); Supplemental Letter of Inquiry Response from Dennis G. Thums, President, Adaptive Micro Systems, LLC, to Marlene H. Dortch, Secretary, FCC (Nov. 17, 2017) (November 17 Response); Supplemental Letter of Inquiry Response from Dennis G. Thums, President, Adaptive Micro Systems, LLC, to Marlene H. Dortch, Secretary, FCC (Apr. 4, 2018); Supplemental Letter of Inquiry Response from Dennis G. Thums, President, Adaptive Micro Systems, LLC, to Kathy Harvey, Spectrum Enforcement Division, FCC Enforcement Bureau (June 4, 2018) (all on file in EB-SED-17-00024690).  
 and by failing to retain required test records. 47 CFR  2.955.
  After receiving the LOI, AMS began bringing its LED signs into compliance with the Commissions Equipment Marketing Rules by obtaining authorizations for models that had not been properly authorized, and by marketing compliant  equipment with the proper labels and user manual disclosures. See November 17 Response at 3.
  The Company achieved compliance with the relevant Equipment Marketing Rules for the models at issue in June 2018. Cf. 47 CFR  2.803, 2.955, 15.19, 15.21, 15.101, 15.105 (2017).

6. The Bureau and AMS negotiated the following terms and conditions of settlement and hereby enter into this Consent Decree as provided herein.
III. TERMS OF AGREEMENT
7. Adopting Order.  The provisions of this Consent Decree shall be incorporated by the Bureau in an Adopting Order.
8. Jurisdiction.  AMS agrees that the Bureau has jurisdiction over it and the matters contained in this Consent Decree and has the authority to enter into and adopt this Consent Decree.
9. Effective Date; Violations.  The Parties agree that this Consent Decree shall become effective on the Effective Date as defined herein.  As of the Effective Date, the Parties agree that this Consent Decree shall have the same force and effect as any other order of the Commission.  
10. Termination of Investigation.  In express reliance on the covenants and representations in this Consent Decree and to avoid further expenditure of public resources, the Bureau agrees to terminate 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, 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 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 to set for hearing the question of AMS basic qualifications to be a Commission licensee or hold Commission licenses or authorizations. See 47 CFR 1.93(b).

11. Admission of Liability.  AMS admits for the purpose of this Consent Decree and for Commission civil enforcement purposes, and in express reliance on the provisions of paragraph 10 herein, that its actions described in paragraph 5, herein, violated the Equipment Marketing Rules in effect during the Investigation.
12. 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 a 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 or her duties under this Consent Decree, the Compliance Officer shall have specific knowledge of the Equipment Marketing Rules prior to assuming his or her duties.
13. 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 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, AMS will implement, at a minimum, the following procedures:
(a) Operating Procedures.  Within thirty (30) calendar days after the Effective Date, AMS shall establish Operating Procedures that all Covered Employees must follow to help ensure AMS compliance with the Equipment Marketing Rules.  AMS Operating Procedures shall include internal procedures and policies specifically designed to ensure that all radio frequency devices to be marketed by AMS are properly authorized and compliant with the applicable technical and administrative standards and requirements prior to the initiation of marketing. See supra note 9 and accompanying text.
  Additionally, AMS will establish a procedure for retaining documentation supporting device compliance prior to the initiation of marketing. See 47 CFR  2.938, 2.945 (2018); id.  2.955 (2017); see also Equipment Authorization Order, 32 FCC Rcd 8786-88, App. A. 
  AMS shall also develop a Compliance Checklist that describes the steps that a Covered Employee must follow to ensure compliance with the Equipment Marketing Rules.
(b) 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 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 accurate.  AMS shall distribute any revisions to the Compliance Manual promptly to all Covered Employees.
(c) Compliance Training Program.  AMS shall establish and implement a Compliance Training Program in compliance with the Equipment Marketing Rules and the Operating Procedures.  As part of the Compliance Training Program, Covered Employees shall be advised of AMS obligation to report any noncompliance with the Equipment Marketing Rules under paragraph 14 of this Consent Decree and shall be instructed on how to disclose noncompliance 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 initial Compliance Training Program shall be trained within thirty (30) calendar days after the date such person becomes a Covered Employee.  AMS shall repeat 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.  
14. Reporting Noncompliance.  AMS 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 AMS 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 AMS has taken or will take to prevent the recurrence of any such noncompliance.  All reports of noncompliance shall be submitted to Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission, 445 12th Street, SW, Rm. 3-C366, Washington, DC 20554, with a copy submitted electronically to Kathy.Harvey@fcc.gov and EB-SED-Response@fcc.gov.
15. 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, twenty-four (24) months after the Effective Date, thirty-six (36) months after the Effective Date, forty-eight (48) months after the Effective Date, and sixty (60) months after the Effective Date.  
(a) Each Compliance Report shall include a detailed description of AMS 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 noncompliance with the terms and conditions of this Consent Decree, including the reporting obligations set forth in paragraph 14 of this Consent Decree.
(b) The Compliance Officers certification shall be accompanied by a statement explaining the basis for such certification and shall 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. 47 CFR  1.16.

(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 noncompliance; (ii) the steps that AMS 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 AMS 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 Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission, 445 12th Street, SW, Rm. 3-C366, Washington, DC 20554, with a copy submitted electronically to Kathy.Harvey@fcc.gov and EB-SED-Response@fcc.gov.
16. Termination Date.  Unless stated otherwise, the requirements set forth in paragraphs 12 through 15 of this Consent Decree shall expire sixty (60) months after the Effective Date.
17. Civil Penalty.  AMS will pay a civil penalty to the United States Treasury in the amount of fifty thousand dollars ($50,000).  Such payment shall be made in seven (7) installments (each an Installment Payment).  
 The first Installment Payment in the amount of five thousand dollars ($5,000) is due within thirty (30) calendar days of the Effective Date.
  
 The second Installment Payment in the amount of five thousand dollars ($5,000) is due on or before Monday, December 31, 2018.

 The third Installment Payment in the amount of five thousand dollars ($5,000) is due on or before Friday, March 29, 2019.

 The fourth Installment Payment in the amount of seven thousand five hundred dollars ($7,500) is due on or before Friday, June 28, 2019.

 The fifth Installment Payment in the amount of seven thousand five hundred dollars ($7,500) is due on or before Monday, September 30, 2019.

 The sixth Installment Payment in the amount of ten thousand dollars ($10,000) is due on or before Tuesday, December 31, 2019.

 The seventh Installment Payment in the amount of ten thousand dollars ($10,000) is due on or before Tuesday, March 31, 2020.
AMS acknowledges and agrees that upon execution of this Consent Decree, the civil penalty and each Installment Payment shall become a Claim or Debt as defined in 31 U.S.C. 3701(b)(1). Debt Collection Improvement Act of 1996, Pub. L. No. 104-134, 110 Stat. 1321, 1358 (Apr. 26, 1996).
  Upon an Event of Default (as defined below), all procedures for collection as permitted by law may, at the Commissions discretion, be initiated.  AMS shall send electronic notification of payment to Kathy Harvey at Kathy.Harvey@fcc.gov and to SEDs mailbox at EB-SED-Response@fcc.gov on the date said payment is made.  The payment must be made by check or similar instrument, wire transfer, or credit card, and must include the Account Number and FRN referenced above.  Regardless of the form of payment, a completed FCC Form 159 (Remittance Advice) must be submitted. An FCC Form 159anddetailed instructionsfor completing the form may be obtained at http://www.fcc.gov/Forms/Form159/159.pdf.
  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).  Below are additional instructions that should be followed based on the form of payment selected:
 Payment by check or money order must be made payable to the order of the Federal Communications Commission. Such payments(along with the completed Form 159)must be mailed to Federal Communications Commission, P.O. Box 979088, St.Louis, MO 63197-9000, or sent viaovernight mailto U.S. Bank  Government Lockbox #979088, SLMOC2GL, 1005 Convention Plaza, St. Louis, MO 63101.
 Payment bywire transfermust be made to ABA Number 021030004, receiving bank TREAS/NYC, and Account Number 27000001.  To complete the wire transfer and ensure appropriate crediting of the wired funds, a completed Form 159 must be faxed to U.S. Bank at (314) 418-4232 on the same business day the wire transfer is initiated.
 Payment by credit card must be made by providing the required credit card information on FCC Form 159 and signingand datingthe Form 159 to authorizethe credit card payment.  The completed Form 159 must then be mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000, or sent viaovernight mailto U.S. Bank  Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.
Questions regarding payment procedures should be addressed to the Financial Operations Group Help Deskby phone,1-877-480-3201, orby e-mail, ARINQUIRIES@fcc.gov.
18. Event of Default.  AMS agrees that an Event of Default shall occur upon the failure by AMS to pay the full amount of any Installment Payment on or before the due date specified in this Consent Decree. 
19. Interest, Charges for Collection, and Acceleration of Maturity Date.  After an Event of Default has occurred under this Consent Decree, the then unpaid amount of the civil penalty shall accrue interest, computed using 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 civil penalty, together with interest, any penalties permitted and/or required by the law, including but not limited to 31 U.S.C.  3717 and administrative charges, 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 AMS.  
20. Waivers.  As of the Effective Date, 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.  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 Consent Decree or the Adopting Order, neither AMS nor the Commission shall contest the validity of the Consent Decree or the Adopting Order, and AMS shall waive any statutory right to a trial de novo.  AMS hereby agrees to waive any claims it may otherwise have under the Equal Access to Justice Act See 5 U.S.C.  504; 47 CFR  1.15011.1530.
 relating to the matters addressed in this Consent Decree.
21. Severability.  The Parties agree that if any of the provisions of the Consent Decree shall be held unenforceable by any court of competent jurisdiction, such unenforceability shall not render unenforceable the entire Consent Decree, but rather the entire Consent Decree shall be construed as if not containing the particular unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly.
22. 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.
23. 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 Order.
24. Successors and Assigns.  AMS agrees that the provisions of this Consent Decree shall be binding on its successors, assigns, and transferees.
25. Final Settlement.  The Parties agree and acknowledge that this Consent Decree shall constitute a final settlement between the Parties with respect to the Investigation. 
26. Modifications.  This Consent Decree cannot be modified without the advance written consent of both Parties.
27. 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.
28. Authorized Representative.  Each Party represents and warrants to the other that it has full power and authority to enter into this Consent Decree.  Each person signing this Consent Decree on behalf of a Party hereby represents that he or she is fully authorized by the Party to execute this Consent Decree and to bind the Party to its terms and conditions.
29. Counterparts.  This Consent Decree may be signed in counterpart (including electronically or by facsimile).  Each counterpart, when executed and delivered, shall be an original, and all of the counterparts together shall constitute one and the same fully executed instrument.




________________________________
Christopher L. Killion
Deputy Chief
Enforcement Bureau


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Date



________________________________
Dennis G. Thums
President
Adaptive Micro Systems, LLC

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Date