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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                         )                               
                                                         
                         )   File No. EB-05-IH-2502      
     In the Matter of                                    
                         )   NAL/Acct. No. 200632080165  
     FPL FiberNet, LLC                                   
                         )   FRN No. 0008338683          
                                                         
                         )                               


                                     ORDER

   Adopted:  July 28, 2006 Released: July 31, 2006

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") of the Federal
       Communications Commission and FPL FiberNet, LLC ("FPL"). The Consent
       Decree terminates the enforcement proceeding initiated by the Bureau
       against FPL for possible violations of section 254 of the
       Communications Act of 1934, as amended ("the Act"), relating to
       universal service, and, among others, sections 1.1157, 52.17, 54.706,
       54.711, 64.604, and 64.1195 of the Commission rules relating
       to carrier registration, revenue reporting, and contribution to
       certain regulatory programs.

    2. The Bureau and FPL have negotiated the terms of a Consent Decree that
       resolves this matter. A copy of the Consent Decree is attached hereto
       and incorporated by reference.

    3. Based on the record before us, and in the absence of material new
       evidence relating to this matter, we conclude that there are no
       substantial or material questions of fact as to whether FPL possesses
       the basic qualifications, including those related to character, to
       hold or obtain any Commission license or authorization.

    4. After reviewing the terms of the Consent Decree, we find that the
       public interest will be served by adopting the Consent Decree.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, the Consent Decree attached to
       this Order IS ADOPTED.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                              Washington, DC 20554


                         )                               
                                                         
                         )   File No. EB-05-IH-2502      
     In the Matter of                                    
                         )   NAL/Acct. No. 200632080165  
     FPL FiberNet, LLC                                   
                         )   FRN No. 0008338683          
                                                         
                         )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") of the Federal Communications
       Commission (the "Commission" or "FCC") and FPL FiberNet, LLC ("FPL" or
       the "Company"), by their authorized representatives, hereby enter into
       this Consent Decree for the purpose of terminating the Bureau's
       investigation into whether FPL violated section 254 of the
       Communications Act of 1934, as amended (the "Act"), relating to
       universal service, and certain of the Commission's rules relating
       to carrier registration, universal service, the Telecommunications
       Relay Services, the North American Numbering Plan Administration, and
       regulatory fees.

    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.
       S 151 et seq.

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

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

    d. "FPL" means FPL FiberNet, LLC and its predecessors-in-interest and
       successors-in-interest.

    e. "Parties" means FPL and the Bureau.

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

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

    h. "Investigation" means the investigation commenced by the Bureau's
       December 19, 2005 Letter of Inquiry regarding whether FPL 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, the Telecommunications
       Relay Service, the North American Numbering Plan Administration, and
       regulatory fees.

   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. 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.

    4. Section 225(b)(1) of the Act 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 Telecommunications Relay Services
       Fund based upon its interstate and international end-user revenues.

    5. Section 251(e) of the Act directs the Commission to ensure the
       availability of telephone numbers on an equitable basis, and that the
       costs of establishing numbering administration are borne by all
       carriers on a competitively neutral basis. 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.

    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. 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.

    7. FPL is a seller of private line and related dedicated services and
       began to provide interstate telecommunications service in January,
       2000. On December 19, 2005, the Bureau issued a letter of inquiry to
       FPL. The December 19, 2005 LOI directed FPL, among other things, to
       submit a sworn written response to a series of questions relating to
       the apparent failure of FPL to register, file Telecommunications
       Reporting Worksheets, and make mandated federal telecommunications
       regulatory program payments. After an extension of time in which to
       respond that was granted on January 31, 2006, FPL timely responded to
       the December 19, 2005 LOI on February 14, 2006.

   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, FPL 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. FPL agrees that it will make a voluntary contribution to the United
       States Treasury in the amount of $150,000 within thirty (30) calendar
       days of the Effective Date of the Adopting Order. 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.
       200632080165"  and "FRN No. 0008338683." 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, FPL 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:

    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 FPL, including the Company's reporting
       and payment obligations triggered by revenues from resellers that do
       not contribute to the Universal Service Fund. The Compliance Manual
       shall set forth a schedule of filing and payment dates associated with
       these regulatory programs, and FPL 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 Designated Contact, attorneys, 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 thirty (30) days after the Effective Date.

    b. Compliance Training Program.  FPL will establish an FCC compliance
       training program for any employee who engages in activities related to
       FCC regulation of FPL. Training sessions will be conducted at least
       annually for such employees to ensure compliance with the Act and the
       FCC's regulations and policies. For new employees who are engaged in
       such activities, the training sessions will be conducted within the
       first thirty (30) days of employment.

    c. Designated Contact. FPL will designate one employee as the point of
       contact for all telecommunications compliance matters.

    d. Verification of Registration by Carrier-Customers. The Company,
       through its Designated Contact, will ensure that carrier-customers of
       the Company who are also resellers are registered as required by 47
       C.F.R. S 64.1195.

    e. Review and Monitoring. FPL 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.

    f. Audits. FPL will ensure that any audit reviews specifically consider
       compliance with FCC regulatory requirements.

    g. Termination. FPL's obligations under this Paragraph 11 shall expire
       twenty-four (24) months after the Effective Date.

   12. In express reliance on the covenants and representations contained
       herein, and to avoid the potential expenditure of additional public
       resources, the Bureau agrees to terminate the Investigation.

   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 FPL 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 FPL with respect to FPL'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 FPL 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 FPL of the Act,
       the rules, or the Order.

   15. FPL 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. FPL shall retain the right to challenge Bureau's
       interpretation of the Consent Decree or any terms contained herein.

   16. FPL'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 FPL nor the Commission shall contest the validity of the
       Consent Decree or the Adopting Order, and FPL 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 FPL does not expressly consent) that provision
       will be superseded by such Commission rule or order.

   21. FPL hereby agrees to waive any claims it may otherwise 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.

   22. This Consent Decree may be signed in counterparts.


     _____  ___________________________          
                                                 
     Kris Anne Monteith                          
                                                 
     Chief, Enforcement Bureau                   
                                                 
     Federal Communications Commission           
                                                 
     ________________________________            
                                                 
     Date                                        
                                                 
     ______  __________________________          
                                                 
     David Eckmann                               
                                                 
     Director - Contracts & Regulatory Affairs   
                                                 
     FPL FiberNet, LLC                           
                                                 
     ________________________________            
                                                 
     Date                                        


   47 U.S.C. S 254.

   47 C.F.R. SS 1.1157, 52.17, 54.706, 54.711, 64.604, 64.1195.

   47 U.S.C. S 154(i).

   47 U.S.C. S 254(d).

   See Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC to David Eckmann, Director of
   Business Development, FPL FiberNet, LLC, dated December 19, 2005
   ("December 19, 2005 LOI").

   47 U.S.C. S 254(d).

   47 C.F.R. SS 1.1157, 52.17, 54.706, 54.711, 64.604, 64.1195.

   47 C.F.R. S 64.1195(a).

   47 U.S.C. S 254(d); 47 C.F.R. SS 54.706(a), 54.711(a).

   47 U.S.C. S 225(b)(1).

   47 C.F.R. S 64.604(c)(5)(iii)(A).

   47 U.S.C. S 251(e).

   47 C.F.R. S 52.17(a).

   47 U.S.C. S 159(a)(1); 47 C.F.R. S 1.1151.

   See 47 C.F.R. SS 1.1154, 1.1157(b)(1).

   See December 19,  2005 LOI.

   See Letter from Hillary S. DeNigro, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC to David Eckmann, Director of
   Business Development, FPL FiberNet, LLC, dated January 31, 2006.

   See FPL FiberNet, L.L.C.'s Response to the Enforcement Bureau's December
   19, 2005, Inquiry, filed February 14, 2006 ("February 14, 2006 LOI
   Response").

   Federal Communications Commission DA 06-1512

   2

   Federal Communications Commission DA 06-1512