**Before the**

**Federal Communications Commission**

**Washington, DC 20554**

+--------------------------------+-------+-----------------------------+
| In the Matter of               | )     | File No. EB-04-IH-0455      |
|                                |       |                             |
| Clear World Communications     | )     | Acct. No. 200632080150      |
| Corp.                          |       |                             |
|                                | )     | FRN No. 0003-7363-60        |
|                                |       |                             |
|                                | )     |                             |
|                                |       |                             |
|                                | )     |                             |
+--------------------------------+-------+-----------------------------+

**CONSENT DECREE**

1.  The Enforcement Bureau ("Bureau") of the Federal Communications
    Commission ("Commission") and Clear World Communications Corp.
    ("Clear World" or the "Company") hereby enter into this *Consent
    Decree* for the purpose of terminating the Bureau's investigation
    into whether Clear World violated section 254 of the Communications
    Act of 1934, as amended (the "Act"),[^1] relating to universal
    service, and/or certain Commission rules relating to universal
    service, the Telecommunications Relay Service ("TRS") Fund, the
    North American Numbering Plan Administration ("NANPA"), and
    regulatory fees.[^2]

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

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(a) "Commission" and "FCC" mean the Federal Communications Commission.

(b) "Bureau" means the Enforcement Bureau of the Federal Communications
    Commission.

(c) "Clear World" means Clear World Communications Corp. and its
    predecessors-in-interest and successors-in-interest.

(d) "Parties" means Clear World and the Bureau.

(e) "Order" or "Adopting Order" means an Order of the Commission or the
    Bureau adopting the terms of this Consent Decree without change,
    addition, deletion, or modification.

(f) "Effective Date" means the date on which the Commission or the
    Bureau releases the Adopting Order.

(g) "Investigation" means the investigation commenced by the Bureau's
    September 28, 2004 Letter of Inquiry[^3] regarding whether Clear
    World violated the requirements of section 254 of the Act and/or
    sections 1.1157, 52.17, 54.706, 54.711, 64.604 and 64.1195 of the
    Commission's rules relating to carrier registration, universal
    service reporting and contribution, number
    administration, telecommunications relay systems and regulatory fee
    payments.

**I. BACKGROUND**

3.  Pursuant to section 64.1195(a) of the Commission's rules, all
    carriers that provide interstate telecommunications service must
    register with the Commission through submission of FCC Form
    499-A.[^4] In addition, pursuant to section 254(d) of the Act and
    sections 54.706(a) and 54.711(a) of the Commission's rules,
    telecommunications carriers that provide interstate
    telecommunications services and private service providers that
    provide interstate telecommunications services are required to file
    annual and quarterly Telecommunications Reporting Worksheets (FCC
    Forms 499-A and 499-Q) and contribute to the Universal Service Fund
    ("USF").[^5]

4.  Section 225(b)(1) of the Act[^6] codifies Title IV of the Americans
    with Disabilities Act of 1990. In support of that Act, section
    64.604 of the Commission's rules requires every carrier that
    provides interstate telecommunications services to file
    Telecommunications Reporting Worksheets and contribute to the TRS
    Fund based upon its interstate and international end-user
    revenues.[^7]

5.  Section 251(e)(1) of the Act directs the Commission to ensure the
    availability of telephone numbers on an equitable basis.[^8] To this
    end, section 52.17 of the Commission's rules requires that all
    telecommunications carriers file Telecommunications Reporting
    Worksheets and contribute toward the costs of numbering
    administration on the basis of their end-user telecommunications
    revenues for the prior calendar year.[^9]

6.  Pursuant to section 9(a)(1) of the Act and section 1.1151 of the
    Commission's rules, interstate telecommunications and other
    providers must pay regulatory fees to the Commission to recover the
    costs of certain regulatory activities.[^10] In particular, sections
    1.1154 and 1.1157(b)(1) of the Commission's rules require that
    interstate telecommunications carriers pay regulatory fees on the
    basis of their interstate and international end-user revenues.[^11]

7.  Clear World is a privately-owned company offering inter-exchange
    carriage services mainly on the west coast of the United
    States,[^12] and is obligated to operate in accordance with the
    Commission's USF rules.[^13] On September 28, 2004, the Bureau
    issued a Letter of Inquiry ("LOI") directing Clear World to provide
    information about its compliance with the Commission's registration
    requirements and reporting and contribution requirements involving
    the Universal Service Fund, the TRS Fund, and the NANPA Fund. Clear
    World submitted a response to the LOI on November 10, 2004 and
    supplemental responses on December 10, 2004, February 1, 2005 and
    May 24, 2005. In addition, on January 24, 2005, Clear World
    self-reported possible rule violations that came to light during an
    internal compliance audit. The Bureau requested additional
    information regarding this disclosure on February 22, 2005 and Clear
    World submitted a response to that request on March 4, 2005.

**II. AGREEMENT**

8.  The Parties agree that the provisions of this Consent Decree shall
    be subject to final approval by the Bureau, through entry of the
    Order, which shall immediately resolve and terminate the
    Investigation.

9.  The Parties agree that this Consent Decree does not constitute
    either an adjudication on the merits or a factual or legal finding
    or determination regarding any compliance or noncompliance with the
    requirements of the Act or the Commission's rules and orders. The
    Parties agree that this Consent Decree is for settlement purposes
    only and that by agreeing to this Consent Decree, Clear World does
    not admit or deny liability for violating any statute, regulation,
    or administrative rule in connection with matters that are the
    subject of this Consent Decree.

10. Clear World agrees that it will make a voluntary contribution to the
    United States Treasury in the amount of \$290,000, paid in
    thirty-five equal monthly installments of \$8,000 and an initial
    payment in the first month of \$10,000, with the first payment due
    30 days after the Effective Date and each of the thirty-five
    successive payments due 30 days after the previous payment. The
    payment must be made by check or similar instrument, payable to the
    order of the Federal Communications Commission. The payment must
    include "Acct. No. 200632080150" and "FRN No. 0003-7363-60." 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.

11. For purposes of settling the matters set forth herein, Clear World
    agrees to maintain a compliance program related to future compliance
    with the Act, the Commission's rules, and the Commission's orders.
    The program will include, at a minimum, the following components:

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(a) **Compliance Manual**. The Company shall create, maintain and update
    an FCC Compliance Manual. Company personnel shall have ready access
    to the Compliance Manual and are to follow the procedures contained
    in it. The Compliance Manual will, among other things, describe the
    regulatory fee, universal service, Telecommunications Relay Service
    and North American Numbering Plan Administration rules and
    requirements as they apply to Clear World. The Compliance Manual
    will set forth a schedule of filing and payment dates associated
    with these regulatory programs, and Clear World will create
    compliance notifications that alert the Company to upcoming filing
    and payment dates. The Compliance Manual will encourage personnel to
    contact the Company's Legal Department, the Company's Chief
    Executive and/or the Company's Chief Financial Officer with any
    questions or concerns that arise with respect to the Company's FCC
    Compliance. The Company shall submit to the Bureau a final version
    of its Compliance Manual 30 days after the Effective Date.

(b) **Compliance Training Program**. The Company will establish an FCC
    Compliance Training Program for employees who engage in activities
    subject to FCC regulation. Training sessions will be conducted at
    least annually to ensure compliance with the Act and the FCC's
    regulations and policies and within the first 30 days of employment
    for all new employees.

(c) **Designated Contact**. The Company will designate one employee as
    the point of contact for regulatory compliance matters.

(d) **Review and Monitoring**. The Company will review the FCC
    Compliance Manual and FCC Compliance Training Program annually to
    ensure that they are maintained in a proper manner and continue to
    address the objectives set forth therein.

(e) **Audits**. The Company will ensure that external and internal audit
    reviews specifically address the Company's compliance with the FCC
    regulatory requirements.

(f) **Termination**. Clear World's obligation under this Paragraph 11
    shall expire 36 months after the Effective Date.

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12. Clear World acknowledges as of March 14, 2006, it is obligated to
    pay the Universal Service Administrative Company ("USAC") and the
    Commission \$3,128,821 in outstanding contributions to the USF and
    interest, late charges, administrative charges, and late payment
    fees associated with those contributions. Since June 2005, Clear
    World has been regularly paying down its outstanding debt with
    monthly payments to the FCC or USAC and, as of March 1, 2006, has
    made debt reduction payments totaling \$530,000. As a condition of
    this Consent Decree, Clear World will structure and implement a
    payment plan with the Commission\'s Office of Managing Director
    ("OMD") and USAC eliminating the total outstanding obligation.

13. The Bureau agrees that it will not use the facts developed in this
    Investigation through the Effective Date of the Consent Decree, 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 Clear World concerning the matters that
    were the subject of the Investigation. The Bureau also agrees that
    it will not use the facts developed in this Investigation through
    the Effective Date of this Consent Decree, 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 Clear
    World with respect to Clear World's basic qualifications, including
    its character qualifications, to be a Commission licensee or
    authorized common carrier.

14. Nothing in this Consent Decree shall prevent the Commission or its
    delegated authority from adjudicating complaints filed pursuant to
    section 208 of the Act against Clear World or its affiliates for
    alleged violations of the Act, or for any other type of alleged
    misconduct, regardless of when such misconduct took place. The
    Commission's adjudication of any such complaint will be based solely
    on the record developed in that proceeding. Except as expressly
    provided in this Consent Decree, this Consent Decree shall not
    prevent the Commission from investigating new evidence of
    noncompliance by Clear World of the Act, the rules, or the Order.

15. Clear World 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
    Degree and the Order adopting this Consent Decree, provided the
    Bureau issues an Order adopting the Consent Decree without change,
    addition, modification, or deletion. Clear World shall retain the
    right to challenge Commission interpretation of the Consent Decree
    or any terms contained herein.

16. Clear World's decision to enter into this Consent Decree is
    expressly contingent upon the Bureau's issuance of an Order that is
    consistent with this Consent Decree, and which adopts the Consent
    Decree without change, addition, modification, or deletion.

17. In the event that this Consent Decree 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. 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 Clear World nor the Commission shall contest the validity of
    the Consent Decree or the Adopting Order, and Clear World shall
    waive any statutory right to a trial *de novo*.

19. Any violation of the Consent Decree or the Adopting Order will
    constitute a separate violation of a Commission order, entitling the
    Commission to exercise any rights or remedies authorized by law
    attendant to the enforcement of a Commission order.

20. The Parties also 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 Clear World does not expressly
    consent) that provision will be superseded by such Commission rule
    or order.

21. Clear World hereby agrees to waive any claims 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 addressed in this
    Consent Decree.

22. This Consent Decree may be signed in counterparts.

+-----------------------------------+-----------------------------------+
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\   |                                   |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |                                   |
|                                   |                                   |
| Kris Anne Monteith                |                                   |
|                                   |                                   |
| Chief, Enforcement Bureau         |                                   |
|                                   |                                   |
| Federal Communications Commission |                                   |
|                                   |                                   |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\   |                                   |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |                                   |
|                                   |                                   |
| Date                              |                                   |
|                                   |                                   |
| **                                |                                   |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ |                                   |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** |                                   |
|                                   |                                   |
| James Mancuso                     |                                   |
|                                   |                                   |
| General Counsel and Secretary     |                                   |
|                                   |                                   |
| Clear World Communications Corp.  |                                   |
|                                   |                                   |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\   |                                   |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |                                   |
|                                   |                                   |
| Date                              |                                   |
+-----------------------------------+-----------------------------------+

[^1]: 47 U.S.C. § 254.

[^2]: 47 C.F.R. §§ 1.1157, 52, 54 and 64.

[^3]: *See* Letter from Hillary S. DeNigro, Deputy Chief, Investigations
    and Hearings Division, Enforcement Bureau, FCC to Robert Brewton,
    Clear World Communications Corp. (September 28, 2004).

[^4]: 47 C.F.R. § 64.1195(a).

[^5]: 47 U.S.C. § 254(d); 47 C.F.R. §§ 54.706(a), 54.711(a).

[^6]: 47 U.S.C. § 225(b)(1).

[^7]: 47 C.F.R. § 64.604(c)(5)(iii)(A).

[^8]: 47 U.S.C. § 251(e)(1).

[^9]: 47 C.F.R. § 52.17(a).

[^10]: 47 U.S.C. § 159(a)(1); *see also* 47 C.F.R. § 1.1151.

[^11]: *See* 47 C.F.R. §§ 1.1154, 1.1157(b)(1).

[^12]: *See* http://www.clearworld.net.

[^13]: 47 C.F.R. § 706(a)(5).