**[CONSENT DECREE]{.underline}**

**I. INTRODUCTION**

1.  The Enforcement Bureau of the Federal Communications Commission, ART
    Licensing Corp., and First Avenue Networks, Inc., by their
    authorized representatives, hereby enter into this Consent Decree to
    resolve an investigation by the Bureau regarding suspected
    violations of the Commission's Spectrum Manager Leasing Arrangements
    Rule, as defined herein. The investigation was undertaken pursuant
    to sections 4(i), 4(j), and 403 of the Communications Act of 1934,
    as amended, 47 U.S.C. §§ 154(i), 154(j), and 403.

    **II. DEFINITIONS**

2.  For the Purposes of this Consent Decree, the following definitions
    shall apply:

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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 this Consent
    Decree without change, addition or modification;

c.  "ART" means ART Licensing Corp. and includes any affiliate,
    predecessor-in-interest, parent company and any direct or indirect
    subsidiary of such parent company, or other affiliated company or
    business, and their successors and assigns;

d.  "ART Applications" means the three applications that ART filed on
    May 6, 2004, on FCC Forms 603, notifying the Commission that it had
    entered into spectrum leasing arrangements, bearing the following
    file numbers: 1726569, 1726577, and 1726591;

e.  "Bureau" means the Enforcement Bureau of the Federal Communications
    Commission;

f.  "Commission's Rules" means the Commission's regulations set forth in
    Title 47 of the Code of Federal Regulations;

g.  "Effective Date" means the date on which the Adopting Order is
    released;

h.  "First Avenue" means First Avenue Networks, Inc. and includes any
    affiliate, predecessor-in-interest, parent companies and any direct
    or indirect subsidiary of such parent company or other affiliated
    company or business, and their successors and assigns;

i.  "First Avenue Applications" means the 12 applications that First
    Avenue filed between May 6 and June 10, 2004, on FCC Forms 603,
    notifying the Commission that it had entered into spectrum leasing
    arrangements, bearing the following file numbers: 1726597, 1726607,
    1735203, 1760932, 1763864, 1763873, 1771933, 1760853, 1760861,
    1760945, 1760958, and 1767597;

j.  "FCC" or the "Commission" means the Federal Communications
    Commission;

k.  "Final Order" means that, with respect to the Adopting Order: (1) no
    request for stay or similar request is pending, no stay is in
    effect, the Adopting Order has not been vacated, reversed, set
    aside, annulled or suspended, and any deadline for filing such
    request that may be designated by statute or regulation has
    passed; (2) no timely petition for rehearing or reconsideration of
    the Adopting Order, or protest of any kind, is pending before the
    FCC and the time for filing any such petition or protest is
    passed; (3) the FCC does not have the Adopting Order under
    reconsideration or review on its own motion and the time for such
    reconsideration or review has passed; and (4) the Adopting Order is
    not then under judicial review, there is no notice of appeal or
    other application for judicial review pending, and the deadline for
    filing such notice of appeal or other application for judicial
    review has passed;

l.  "Investigation" means the investigation conducted by the Bureau of
    compliance by ART and First Avenue with the Spectrum Manager Leasing
    Arrangements Rule, in connection with the arrangements disclosed in
    the ART Applications and the First Avenue Applications;

m.  "Parties" means the Bureau, ART, and First Avenue; and,

n.  "Spectrum Manager Leasing Arrangements Rule" means Section 1.9020 of
    the Commission's Rules, 47 C.F.R. § 1.9020.

    **III. BACKGROUND**

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3.  ART and First Avenue are commonly-owned, commercial and/or private
    licensees that hold exclusive use rights in one or more of the
    Wireless Radio Services referenced in Section 1.9005 of the
    Commission's Rules, 47 C.F.R. § 1.9005.

4.  On May 6, 2004, ART filed the ART Applications, and between May 6
    and June 10, 2004, First Avenue filed the First Avenue Applications.
    Thereafter, at the request of the Wireless Telecommunications
    Bureau, the Bureau commenced the Investigation of ART's and First
    Avenue's compliance with the notification requirements of the
    Spectrum Manager Leasing Arrangements Rule, pursuant to which, for
    spectrum manager leasing arrangements of one year or less, the
    licensee must provide notification to the Commission within 14 days
    of execution of the spectrum leasing arrangement and at least ten
    days in advance of commencing operation; and, for all other spectrum
    manager leasing arrangements, such notification must be provided
    within 14 days of execution of the spectrum manager leasing
    arrangement and at least 21 days in advance of commencing operation.

5.  ART, First Avenue, and the Bureau acknowledge that any proceeding
    that might result from the Investigation will require the
    significant expenditure of public and private resources. In order to
    conserve such resources and to promote compliance by ART and First
    Avenue with the Act and the Commission's Rules, the Parties hereby
    enter into this Consent Decree in consideration of the mutual
    commitments made herein.

    **IV. AGREEMENT**

6.  ART and First Avenue each agrees that the Bureau, by delegated
    authority of the Commission, has jurisdiction over it and the
    matters contained in this Consent Decree, and the authority to enter
    into and adopt this Consent Decree.

7.  ART and First Avenue each represents and warrants that the person
    executing this Consent Decree on its behalf is a corporate officer
    thereof and fully authorized to bind ART and First Avenue,
    respectively, to the terms and conditions of this Consent Decree.

8.  The Parties agree that this Consent Decree shall be subject to final
    approval by the Bureau and shall not take effect unless and until
    adopted by the Bureau in an Adopting Order.

9.  The Parties agree that this Consent Decree shall become effective on
    the Effective Date. Upon the Effective Date, the Adopting Order and
    this Consent Decree shall have the same force and effect as any
    other order of the Bureau and any violation 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 Bureau order.

10. In consideration for the terms and conditions set forth herein, the
    Bureau agrees to terminate the Investigation. From and after the
    Effective Date, in the absence of material new evidence, the Bureau
    will not, on its own motion or in response to any petition to deny
    or other third-party complaint or objection, initiate, or recommend
    to the Commission the initiation of, any new proceeding against ART
    or First Avenue or both, formal or informal, regarding the matters
    discussed in paragraph 4, above. The Bureau further agrees that, in
    the absence of material new evidence, it will not use the facts
    developed in the Investigation prior to the Effective Date to
    initiate on its own motion, or recommend to the Commission, the
    initiation of any proceeding, formal or informal, or take any action
    on its own motion against either ART or First Avenue or both with
    respect to their respective basic qualifications to be or remain a
    Commission licensee. Nothing in this Consent Decree shall prevent
    the Bureau from instituting, or recommending to the Commission, new
    investigations or enforcement proceedings against either ART or
    First Avenue or both in the event of any alleged future misconduct
    for violation of this Consent Decree, or for violations of the Act
    or of the Commission's Rules, consistent with the provisions of this
    Consent Decree.

11. ART and First Avenue each admits, solely for the purpose of this
    Consent Decree and for FCC civil enforcement purposes, that, in
    connection with the arrangements disclosed in some of the ART
    Applications and the First Avenue Applications, respectively, each
    acted in a manner that was not in compliance with the notification
    requirements of the Spectrum Manager Leasing Arrangements Rule.

12. The Parties agree and acknowledge that this Consent Decree shall
    constitute a final settlement among them concerning the
    Investigation of the matters discussed in paragraph 4, above.

13. In consideration of the Bureau\'s termination of the Investigation
    into the matters discussed in paragraph 4, above, ART and First
    Avenue each agrees to the terms set forth herein.

14. ART and First Avenue agree that they shall make a voluntary
    contribution to the United States Treasury, for which they shall be
    jointly and severally liable, in the total amount of Twenty Thousand
    Dollars (\$20,000), within five (5) calendar days after the
    Effective Date. Such payment shall be made by check or similar
    instrument, payable to the order of the Federal Communications
    Commission. Such payment shall include the NAL/Acct. No. and FRN No.
    referenced above.  Payment by check or money order may be mailed to
    Federal Communications Commission, P.O. Box 358340, Pittsburgh, PA
    15251-8340.  Payment by overnight mail may be sent to Mellon
    Bank /LB 358340, 500 Ross Street, Room 1540670, Pittsburgh,
    PA 15251. Payment by wire transfer may be made to ABA
    Number 043000261, receiving bank Mellon Bank, and account
    number 911-6106.

15. ART and First Avenue each represents that it has adopted, and is
    currently in the process of implementing, a compliance plan for the
    purpose of ensuring future compliance with the Commission's spectrum
    leasing provisions set forth in Part 1, Subpart X of the
    Commission's Rules, 47 C.F.R. § 1.9001 *et seq.* A summary of each
    compliance plan is set forth in Attachment A hereto. ART and First
    Avenue each agrees to implement its compliance plan, to the extent
    that it has not already done so, within thirty (30) days of the
    Effective Date and to keep such compliance plan in effect for
    three (3) years thereafter.

16. ART and First Avenue each agrees that it is required to comply with
    each individual condition of this Consent Decree. Each specific
    condition of this Consent Decree is a separate condition of this
    Consent Decree, as approved. To the extent that ART and/or First
    Avenue fails to satisfy any condition, in the absence of Bureau
    alteration of the condition, ART and/or First Avenue will be deemed
    noncompliant and may be subject to possible enforcement action,
    including, but not limited to, designation of the matter for
    hearing, issuance of an admonishment or imposition of a forfeiture.

17. ART and First Avenue each waives any claims that it may otherwise
    have under the Equal Access to Justice Act, 5 U.S.C. § 504 and 47
    C.F.R. § 1.1501 et *seq.,* relating to the matters discussed in this
    Consent Decree.

18. ART and First Avenue each 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. If any Party, or the United
    States on behalf of the Federal Communications Commission, brings a
    judicial action to enforce the terms of this Consent Decree, the
    Adopting Order or both, none of the Parties nor the Federal
    Communications Commission shall contest the continuing validity of
    the Consent Decree or the Adopting Order. The Parties further agree
    to waive any statutory right to a trial *de novo* with respect to
    any matter upon which the Adopting Order is based, and they will
    consent to a judgment incorporating the terms of this Consent
    Decree.

19. In the event that this Consent Decree is rendered invalid by any
    court of competent jurisdiction, this Consent Decree shall become
    null and void and may not be used in any manner in any legal
    proceeding.

20. This Consent Decree may be signed in counterparts and/or by telecopy
    and, when so executed, the counterparts, taken together, will
    constitute a legally binding and enforceable instrument whether
    executed by telecopy or by original signatures.

    **ENFORCEMENT BUREAU**

    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Kris Anne Monteith, Chief Date

    **ART LICENSING CORP.**

    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Date

    **FIRST AVENUE NETWORKS, INC.**

    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

**[ATTACHMENT A]{.underline}**

**[COMPLIANCE PLAN OF FIRST AVENUE NETWORKS, INC.]{.underline}**

First Avenue Networks, Inc. ("First Avenue" or "Company") is committed
to full and complete compliance with the rules and policies of the
Federal Communications Commission ("FCC" or "Commission"). In order to
ensure such compliance, and in connection with the Consent Decree
between the Enforcement Bureau and First Avenue, to which this document
is appended, as Attachment A thereto, within thirty (30) days of the
Effective Date (as defined in the Consent Decree), First Avenue will
implement, and keep in effect for a term of three (3) years thereafter,
the following Compliance Plan Regarding Spectrum Leasing Arrangements
and Agreements (the "Compliance Plan"):

1.  Within ninety (90) days of the Effective Date, counsel familiar with
    FCC spectrum leasing rules and policies will conduct training
    sessions for all First Avenue personnel engaged in spectrum leasing
    arrangements and agreements ("Covered Employees"). In addition, all
    new Covered Employees of First Avenue will undergo such training
    within sixty (60) days of the commencement of their employment.
    First Avenue also will provide refresher training for all Covered
    Employees on at least an annual basis. First Avenue will consult
    with private attorneys familiar with FCC spectrum leasing rules and
    policies in connection with the obligations set forth in this
    Consent Decree, including this Compliance Plan.

2.  First Avenue will prepare and distribute, to all Covered Employees,
    a written compliance guide that sets forth First Avenue and
    Commission rules and policies for spectrum leasing arrangements and
    agreements. First Avenue will update the guide, as necessary.

3.  First Avenue will designate an employee familiar with the
    Commission's rules and policies relating to spectrum leasing
    arrangements and agreements to review all spectrum leasing
    arrangements and agreements before they are entered by the parties
    (the "Compliance Officer").

4.  The Compliance Officer will review each spectrum leasing arrangement
    and agreement to identify whether the arrangement or agreement is a
    *de facto* transfer or spectrum manager arrangement or agreement in
    accordance with the FCC's rules and policies.

5.  The Compliance Officer will review each spectrum leasing arrangement
    and agreement to ensure that it complies with the requirements
    contained in Section 1.9000 *et seq*. of the Commission's rules, 47
    C.F.R. § 1.9000 *et seq.*, as such rules may be amended from time to
    time during the term of this Compliance Plan, including, but not
    limited to, inclusion of Commission-mandated provisions in each
    arrangement or agreement and assurance that each spectrum leasing
    arrangement or agreement does not constitute an assignment, or sale
    of the license or transfer of control of the license holder.

6.  The Compliance Officer will review each spectrum leasing arrangement
    or agreement to ensure that it is signed by authorized personnel of
    each signatory thereto.

7.  Upon execution of each spectrum leasing arrangement or agreement,
    the Compliance Officer will ensure that all required documents,
    including, but not limited to all applications and notifications,
    are filed in a timely manner with the FCC in accordance with FCC
    rules and policies.

8.  The Compliance Officer will ensure that a copy of each spectrum
    lease arrangement and/or agreement is maintained in the Company's
    records and will make it available to the Commission, promptly upon
    request.

9.  The Compliance Officer will ensure that the FCC is notified in
    writing regarding any substantial and significant change in the
    information furnished by First Avenue in each application,
    notification and/or other submission relating to a spectrum leasing
    arrangement and/or agreement.

10. The Compliance Officer will ensure that each spectrum leasing
    arrangement and agreement complies with all rules and policies
    regarding spectrum leasing that the FCC has promulgated or will
    promulgate during the term of the Compliance Plan.

**[COMPLIANCE PLAN OF ART LICENSING CORP.]{.underline}**

ART Licensing Corp. ("ART" or "Company") is committed to full and
complete compliance with the rules and policies of the Federal
Communications Commission ("FCC" or "Commission"). In order to ensure
such compliance, and in connection with the Consent Decree between the
Enforcement Bureau and ART, to which this document is appended, as
Attachment B thereto, within thirty (30) days of the Effective Date (as
defined in the Consent Decree), ART will implement, and keep in effect
for a term of three (3) years thereafter, the following Compliance Plan
Regarding Spectrum Leasing Arrangements and Agreements (the "Compliance
Plan"):

1.  Within ninety (90) days of the Effective Date, counsel familiar with
    FCC spectrum leasing rules and policies will conduct training
    sessions for all ART personnel engaged in spectrum leasing
    arrangements and agreements ("Covered Employees"). In addition, all
    new Covered Employees of ART will undergo such training within
    sixty (60) days of the commencement of their employment. ART also
    will provide refresher training for all Covered Employees on at
    least an annual basis. ART will consult with private attorneys
    familiar with FCC spectrum leasing rules and policies in connection
    with the obligations set forth in this Consent Decree, including
    this Compliance Plan.

2.  ART will prepare and distribute, to all Covered Employees, a written
    compliance guide that sets forth ART and Commission rules and
    policies for spectrum leasing arrangements and agreements. ART will
    update the guide, as necessary.

3.  ART will designate an employee familiar with the Commission's rules
    and policies relating to spectrum leasing arrangements and
    agreements to review all spectrum leasing arrangements and
    agreements before they are entered by the parties (the "Compliance
    Officer").

4.  The Compliance Officer will review each spectrum leasing arrangement
    and agreement to identify whether the arrangement or agreement is a
    *de facto* transfer or spectrum manager arrangement or agreement in
    accordance with the FCC's rules and policies.

5.  The Compliance Officer will review each spectrum leasing arrangement
    and agreement to ensure that it complies with the requirements
    contained in Section 1.9000 *et seq*. of the Commission's rules, 47
    C.F.R. § 1.9000 *et seq.*, as such rules may be amended from time to
    time during the term of this Compliance Plan, including, but not
    limited to, inclusion of Commission-mandated provisions in each
    arrangement or agreement and assurance that each spectrum leasing
    arrangement or agreement does not constitute an assignment, or sale
    of the license or transfer of control of the license holder.

6.  The Compliance Officer will review each spectrum leasing arrangement
    or agreement to ensure that it is signed by authorized personnel of
    each signatory thereto.

7.  Upon execution of each spectrum leasing arrangement or agreement,
    the Compliance Officer will ensure that all required documents,
    including, but not limited to all applications and notifications,
    are filed in a timely manner with the FCC in accordance with FCC
    rules and policies.

8.  The Compliance Officer will ensure that a copy of each spectrum
    lease arrangement and/or agreement is maintained in the Company's
    records and will make it available to the Commission, promptly upon
    request.

9.  The Compliance Officer will ensure that the FCC is notified in
    writing regarding any substantial and significant change in the
    information furnished by ART in each application, notification
    and/or other submission relating to a spectrum leasing arrangement
    and/or agreement.

10. The Compliance Officer will ensure that each spectrum leasing
    arrangement and agreement complies with all rules and policies
    regarding spectrum leasing that the FCC has promulgated or will
    promulgate during the term of the Compliance Plan.