FILED
APR 20 2006
/s/
CLERK

UNITED STATES OF AMERICA,                       Plaintiff,                   v. NEXTIRAONE, LLC,                   Defendant.

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CR06- 40041 PLEA AGREEMENT

NextiraOne, LLC ("NextiraOne," or "defendant"), a limited liability company organized and existing under the laws of Delaware with its principal place of business in Houston, Texas; defendant's counsel; and the United States Department of Justice, by and through the United States Attorney's Office for the District of South Dakota and the Antitrust Division of the Department of Justice (hereinafter "the United States"), hereby submit the following Plea Agreement to the United States District Court pursuant to Rule 11(c)(1)(B) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P.").

Rights of Defendant

1. The defendant understands its rights:

1. to be represented by an attorney;

2. to be charged by Indictment;

3. to plead not guilty to any criminal charge brought against it;

4. to have a trial by jury, at which it would be presumed not guilty of the charge and the United States would have to prove every essential element of the charged offense beyond a reasonable doubt for it to be found guilty;

5. to confront and cross-examine witnesses against it and to subpoena witnesses in its defense at trial;

6. to appeal its conviction if it is found guilty; and

7. to appeal the imposition of sentence against it.

Agreement to Plead Guilty and Waive Certain Rights

2. The defendant knowingly and voluntarily waives the rights set out in Paragraph 1(b)-(f) above. The defendant also knowingly and voluntarily waives the right to file any appeal, any collateral attack, or any other writ or motion, including but not limited to an appeal under 18 U.S.C. § 3742, that challenges the sentence imposed by the Court if that sentence is consistent with or below the recommended sentence in Paragraph 10 of this Plea Agreement, regardless of how the sentence is determined by the Court. This agreement does not affect the rights or obligations of the United States as set forth in 18 U.S.C. § 3742(b). Pursuant to Fed. R. Crim. P. 7(b), the defendant will waive Indictment and plead guilty at arraignment to a one-count Information to be filed in the United States District Court for the District of South Dakota. The Information will charge the defendant with wire fraud in violation of 18 U.S.C. § 1343.

3. NextiraOne agrees that the elements of the charged offense are as follows:

Elements:

1. Participation in a scheme to defraud or a plan for obtaining money or property by making false promises or statements;

2. Knowledge that the promises or statements were false;

3. The promises or statements were material;

4. Intent to defraud; and

5. The reasonably foreseeable use of, and actual use of, interstate wire communications to carry out an essential part of the scheme.

4. NextiraOne, pursuant to the terms of this Plea Agreement, will make a factual admission of guilt to the Court in accordance with Fed. R. Crim. P. 11, as set forth in Paragraph 5 below.

Factual Basis for Offense Charged

5. Had this case gone to trial, the United States would have presented evidence sufficient to prove the following facts:

1. For the purposes of this Plea Agreement, the "relevant period" encompasses from at least December, 2000, through at least December, 2002. Williams Communications Solutions ("WCS") was acquired by Platinum Equity, LLC ("Platinum Equity") in April 2001, and the name of the business was changed to Nextira and later NextiraOne. At the time of the acquisition, WCS was engaged in the design, sale, and maintenance of advanced voice and data networks.

2. During the relevant period, the Schools and Libraries Universal Service Support Mechanism ("E-rate" or the "E-rate Program") was a program mandated by Congress in the Telecommunications Act of 1996 and operated under the auspices of the Federal Communications Commission ("FCC") to provide funding to permit schools and libraries to upgrade their telecommunication and data infrastructure and to connect to and utilize the Internet. The FCC subsequently designated the Universal Services Administrative Company ("USAC"), a non-profit corporation, to administer the E-rate Program.

3. The E-rate Program's discount mechanism was designed to ensure that the neediest schools received the most financial help. All participating school districts, however, are required to pay the remaining portion of their bill for equipment and services acquired under the E-rate Program after their discount had been applied. Each school's discount is determined based on the number of students in the district qualifying for the United States Department of Agriculture's school lunch program, with the neediest school districts eligible for the highest discounts.

4. During the relevant period, applications for E-rate funding far exceeded the funding amounts available each year. To ensure that E-rate funding was distributed to the widest number of applicants, USAC required all applicants to comply with various program rules and procedures. Two such requirements were that only USAC-approved equipment, services, and supplies would be eligible for funding and that local school districts had to follow competitive bidding procedures in accordance with local and state laws to ensure that the school districts received the lowest possible prices from vendors.

5. During the relevant period, WCS and NextiraOne paid a member of the Oglala Lakota Sioux Tribe residing on the Pine Ridge Reservation in the District of South Dakota for introducing WCS to the Oglala Lakota Sioux Tribe, assisting with filing required forms, obtaining authorized signatures, and handling questions from USAC's Schools and Libraries Division ("SLD").

6. On or about December 15, 2000, WCS made a presentation to the Tribal leaders and to the ONEC member schools in Rapid City, South Dakota, during which WCS promised the ONEC schools that they could participate in the E-rate Program at absolutely no cost. This offer circumvented the rules and regulations governing the E-rate Program.

7. On or about January 12-13,2001, WCS presented its E-rate proposal for the ONEC schools at a second meeting. It was understood by this date that the Tribe and ONEC schools would utilize WCS as the primary vendor for ONEC's FY Four application.

8. On or about January 18-19, 2001, the Tribal member and an associate met to prepare the Form 471s for the ONEC schools. A Form 471 is a school district's application for E-rate funding. It is supposed to set out the selected vendors' bid amounts, memorialized in contracts, for the equipment and services called for by the district's Request for Proposal and/or original Form 470. An employee of WCS guided the Tribal member and his associate through the process of electronically filing the Form 471s on-line at the SLD web site, with specific, line-by-line instructions on what to fill out on each form. Under WCS's guidance, the Tribal member and the associate filed the ONEC Form 471s, which contained atypical, non-competitive, manufacturer "list" prices for large portions of the technology equipment. On or about January 19, 2001, and with the continuing assistance of WCS, the Tribal member mailed the written certifications and attachments for ONEC's Form 471s from Pine Ridge, South Dakota, to the SLD's office in Lawrence, Kansas.

9. In or around September 2001, the SLD began a review of ONEC's Form 471s submitted in January 2001. As part of that review, the SLD asked ONEC to supply certain information to the SLD. The Tribal member submitted letters to the SLD which contained material representations and certifications. On or around October 31, 2001, the SLD, in reliance on the prior representations and certifications, approved funding for the ONEC E-rate project in part as follows: $3,879,903.61 for Internal Connections.

10. On or about December 13, 2001, the defendant filed a Service Provider Invoice Form 474 in the amount of $429,020.40 with the SLD even though as of that date no equipment had been delivered or installed for the ONEC member schools on the Pine Ridge Reservation.

11. Beginning in or about December 2001, in connection with changes in project management personnel, the defendant re-engineered the original ONEC voice and data network design with the result that the total cost decreased. The defendant did not tell the ONEC schools that the project's costs, after the redesign, were lower.

12. At no time during the relevant period did the defendant advise ONEC, or the Tribal member and his associate, to file a USAC Form 500 notifying the SLD of these equipment changes and substantially decreased costs. A Form 500 is filed when a school decides to change the original scope of a project, or when it makes modifications to the services and equipment for which funding was requested. A Form 500 is a written request made by the applicant to the SLD that reduces, cancels, or requests a modification to a prior funding commitment.

13. During the relevant period, for the purpose of executing its scheme, the defendant transmitted electronic wire communications in interstate commerce, including a facsimile dated January 21, 2002, from a billing person at NextiraOne that contained a fraudulent "invoice" that falsely made it appear that ONEC had been billed for the non-discounted portion as well as the ineligible items associated with the Pine Ridge project. The facsimile was sent from Houston, Texas to SLD invoice analysts located in Whippany, New Jersey.

14. Based in part on materially false representations made to the SLD, NextiraOne succeeded in over-billing the E-rate Program in excess of $1 million for the ONEC FY Four E-rate project. NextiraOne received a total of $3,805,192.20 from the SLD for ONEC's FY Four E-rate project. The loss resulting from the charged offense is sufficient to justify a fine of $1,818,380 pursuant to 18 U.S.C. § 3571(d).

15. During April 2001, through December 2002, NextiraOne employed more than 1,000 people and an individual formerly within high-level personnel of the organization was willfully ignorant of the fraudulent scheme.

16. The above information is provided for the limited purpose of setting forth a factual basis for the plea of guilty. It is not a full recitation of either WCS's or the defendant's actions relating to, knowledge of, or participation in the fraudulent scheme.

17. The events described above occurred prior to the arrival of current senior management of NextiraOne in May 2003. Under its new management, NextiraOne reorganized its sales force and adopted a Code of Business Ethics and Conduct; it also dismantled its E-rate consulting services business unit. NextiraOne has cooperated with the United States' investigation. NextiraOne has made its current employees available for interviews by the United States and, pursuant to a subpoena, it has produced voluminous corporate records in hard copy and electronic format to the United States.

18. NextiraOne Federal, LLC, a subsidiary of NextiraOne which operates as a separate company, was not involved in the events described above.

Possible Maximum Sentence

6. The defendant understands that the statutory maximum penalty which may be imposed against it upon conviction for a violation of 18 U.S.C. § 1343 is a fine in an amount equal to the greatest of:

1. $500,000 (18 U.S.C. § 3571 (c)(3));

2. twice the gross pecuniary gain from the offense (18 U.S.C. § 3571 (d)); or

3. twice the gross pecuniary loss caused to the victims of the crime (18 U.S.C. § 3571 (d)).

7. In addition, the defendant understands that:

1. pursuant to 18 U.S.C. § 3561(c)(1), the Court may impose a term of probation of at least one year, but not more than five years;

2. pursuant to 18 U.S.C. § 3663A(c)(1)(A)(ii), the Court shall order it to pay restitution to the victims of the offense; and

3. pursuant to 18 U.S.C. § 3013 (a)(2)(B), the Court is required to order the defendant to pay a $400 special assessment upon conviction for the charged crime.

Sentencing Guidelines

8. The defendant understands that the Sentencing Guidelines are advisory, not mandatory, but that the Court must consider the Guidelines in effect at the time of the offense, along with other factors set forth in 18 U.S.C. § 3553(a), in determining and imposing sentence. The defendant understands that the Guidelines determinations will be made by the Court by a preponderance of the evidence standard. The defendant understands that although the Court is not ultimately bound to impose a sentence within the applicable Guidelines range, its sentence must be reasonable based upon consideration of all relevant sentencing factors set forth in 18 U.S.C. § 3553(a).

9. The defendant stipulates that the Sentencing Guidelines would be calculated as follows, and that it will not ask for any other adjustment or reduction in the offense level or for a downward departure of any kind, including for its continuing cooperation:

For Wire Fraud:

1. Base Offense Level (U.S.S.G. §2B1.1): 6

2. Specific offense characteristics: +16
   (U.S.S.G. § 2B1.1(b)) (Actual Loss > $1 million)

3. Adjusted offense level: 22

4. Base Fine (U.S.S.G. § 8C2.4): $1.2 million

5. Culpability Score (U.S.S.G. § 8C2.5): 5 + 4
   (> 1000 employees and willful ignorance of the offense
   by high-level personnel of the organization)

6. Acceptance of Responsibility: -2

7. Total Culpability Score: 7

8. Minimum/Maximum Multiplier (U.S.S.G. § 8C2.6): 1.4 to 2.8

9. Fine Range (U.S.S.G. § 8C2.7): $1.68 million to $2 million

Sentencing Agreement

10. Pursuant to Fed. R. Crim. P. 11 (c)(1)(B), the United States agrees that it will recommend, as the appropriate disposition of this case, that the Court impose a sentence within the applicable Guidelines range requiring NextiraOne to:

1. Pay the United States $1,818,380 within five days of this Plea Agreement being accepted by the Court. The United States also recommends that the Court not impose a term of probation. NextiraOne's parent, Platinum Equity, will act as a guarantor of this payment as set forth in Exhibit "A" to this Plea Agreement. The criminal fine shall be paid to the U.S. Clerk of Court, District of South Dakota, by FED WIRE.

2. Within five (5) days of the civil Settlement Agreement being executed, NextiraOne shall release claims totaling $2.6 million to the FCC. This money shall be distributed in accordance with the civil Settlement Agreement which is attached as Exhibit "B" to this Plea Agreement.; and

3. Pay a special assessment of $400, pursuant to 18 U.S.C. § 3013(a)(2)(B), in addition to any fine imposed.

The United States and the defendant jointly submit that this Plea Agreement, together with the record that will be created by the United States and the defendant at the plea and sentencing hearings, and the further disclosure described in Paragraph 11, will provide sufficient information concerning the defendant, the crime charged in this case, and the defendant's role in the crime to enable the meaningful exercise of sentencing authority by the Court under 18 U.S.C. § 3553. The United States and defendant agree to request jointly that the Court accept the defendant's guilty plea and impose sentence on an expedited schedule as early as the date of arraignment, based upon the record provided by the defendant and the United States, under the provisions of Fed. R. Crim. P. 32(c)(1)(A)(ii) and U.S.S.G. § 6A1.1. The Court's denial of the request to impose sentence on an expedited schedule will not void this Plea Agreement.

The parties agree that there exist no aggravating or mitigating circumstances of a kind, or to a degree, not adequately taken into consideration by the U.S. Sentencing Commission in formulating the Sentencing Guidelines justifying a departure pursuant to U.S.S.G. §5K2.0. The parties agree not to seek or support any sentence outside the Guidelines range nor any Guidelines adjustment for any reason that is not set forth in this Plea Agreement. In view of all the facts and circumstances of this case, including NextiraOne's continuing cooperation with the United States, the parties agree that the recommended sentence is reasonable.

11. Subject to the ongoing, full, and truthful cooperation of the defendant described in Paragraph 13 and 14 of this Plea Agreement, and before sentencing in the case, the United States will fully advise the Court and the Probation Office of the fact, manner, and extent of the defendant's cooperation and its commitment to prospective cooperation with the United States' investigation and prosecutions, all material facts relating to the defendant's involvement in the charged offense, and all other relevant conduct.

12. The United States and the defendant understand that the Court retains complete discretion to accept or reject the recommended sentence provided in Paragraph 10 of this Plea Agreement. NextiraOne understands that, as provided in Fed. R. Crim. P. 11(c)(3)(B), if the Court does not impose the recommended sentence contained in this Agreement, it nevertheless has no right to withdraw its plea of guilty.

NextiraOne's Cooperation

13. NextiraOne has cooperated with the United States' investigation and will continue to cooperate fully and truthfully with the United States in the prosecution of this case; the current federal investigations of violations of federal fraud, antitrust, and related criminal laws involving the sale of equipment and services funded by the E-rate Program; any other federal investigation resulting therefrom; and any litigation or other proceedings arising or resulting from any such investigation to which the United States is a party ("Federal Proceeding"). The cooperation provisions of this Plea Agreement, as set forth in Paragraphs 13-16, shall be limited to one (1) year from the date of this Plea Agreement being accepted by the Court.

14. The ongoing, full, and truthful cooperation of the defendant shall include, but not be limited to:

1. producing to the United States all non-privileged documents, information, and other materials, wherever located, in the possession, custody, or control of the defendant, requested by the United States in connection with any Federal Proceeding; and

2. using its best efforts to secure the ongoing, full, and truthful cooperation, as defined in Paragraph 15 of this Plea Agreement, of each current officer or employee of the defendant or its successors, as may be requested by the United States, including making these persons available at the defendant's expense for interviews and the provision of testimony in grand jury, trial, and other judicial proceedings in connection with any Federal Proceeding.

15. The ongoing, full, and truthful cooperation of each person described in Paragraph 14(b) above will be subject to the procedures and protections of this paragraph, and shall include, but not be limited to:

1. producing all non-privileged documents, including claimed personal documents, and other materials, wherever located, requested by attorneys and agents of the United States;

2. making himself or herself available for interviews, not at the expense of the United States, upon the request of attorneys and agents of the United States;

3. responding fully and truthfully to all inquiries of the United States in connection with any Federal Proceeding, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503);

4. otherwise voluntarily providing the United States with any non-privileged material or information not requested in (a) - (c) of this paragraph that he or she may possess or control that is related, to any Federal Proceeding; and

5. when called upon to do so by the United States in connection with any Federal Proceeding, testifying in grand jury, trial, and other judicial proceedings, pursuant to subpoena, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503).

16. NextiraOne agrees not to intentionally provide false information to the Court, the Probation Office, Pretrial Services, or the United States; or fail to comply with any of the other promises it has made in this Plea Agreement.

17. NextiraOne has no current intention to participate in the E-rate Program. If, however, at any time within the five (5) year period following the date of execution of this Plea Agreement, NextiraOne decides to provide telecommunications goods or services intended to be funded by the E-rate Program, it shall give prior written notice to the FCC and provide high-level management oversight of NextiraOne's E-rate business. Such oversight shall include appointment of a Compliance Officer to monitor all aspects of NextiraOne's E-rate business, whose responsibilities shall include: (i) internal monitoring and audits to ensure compliance with E-rate application and bidding procedures and the absence of any hidden side agreements or undisclosed terms; (ii) implementation of a continuing education and training program for participation in the E-rate Program that shall cover the application process, competitive bidding, eligible E-rate services, the billing process, document retention, the service provider role, and such other areas as the Compliance Officer may consider appropriate; (iii) coordination with key executives in the company's accounting, finance, installations, legal, marketing, and sales units to ensure compliance with E-rate Program requirements; (iv) disclosure to NextiraOne's Chief Executive and Chief Financial Officers and its General Counsel, as well as the FCC's Officer of Inspector General, of any program violations, including any associated disciplinary action taken or recommended; and (v) periodic reports every six months concerning NextiraOne's compliance with the requirements set forth in this paragraph, to the FCC's Office of Inspector General. The oversight and reporting obligations set forth in this paragraph, as well as the cooperation provisions of paragraphs 13-16, shall apply to NextiraOne, its successors and assigns. If NextiraOne is acquired by another corporation or entity ("Acquiring Company") and NextiraOne is (i) maintained as a separate legal entity by the Acquiring Company, and (ii) any E-rate Program activities of NextiraOne are maintained solely within NextiraOne, the oversight and reporting obligations set forth in this paragraph shall not apply to the Acquiring Company or any parent, subsidiary, sister company, affiliate, legal entity, or business unit (other than NextiraOne) of the Acquiring Company. If NextiraOne is legally merged into or with another legal entity, the oversight and reporting obligations set forth in this paragraph, as well as the cooperation provisions of paragraphs 13-16, shall apply to such merged entity, including NextiraOne, its successors and assigns, but shall not apply to any parent, subsidiary, sister company, or affiliate of such merged entity.

18. Following the entry of its guilty plea pursuant to the Plea Agreement, NextiraOne agrees not to commit or attempt to commit any crimes before sentence is imposed.

19. NextiraOne agrees that this Plea Agreement and the attached Exhibits "A", and "B", contain all of the promises and agreements between it and the United States, and it will not claim otherwise in the future.

20. NextiraOne agrees that this Plea Agreement binds the United States Department of Justice, excepting the Tax Division only, but does not bind any other federal, state, local, or Tribal agency.

United States' Agreement

21. Upon acceptance of the guilty plea called for by this Plea Agreement and the imposition of the recommended sentence, and expressly conditioned upon the cooperation requirements of Paragraph 13-15 of this Plea Agreement, the United States agrees not to file, prosecute, or seek any further criminal charges against the defendant, or its affiliated entities, or their successors, for any act or offense committed by NextiraOne prior to the date of this Plea Agreement involving the E-rate Program. The nonprosecution terms of this paragraph do not apply to individuals, civil matters of any kind, to any violation of federal tax or securities laws, or to any crime of violence. NextiraOne has entered into a separate civil Settlement Agreement with the United States which is attached as Exhibit "B" to this Plea Agreement.

22. The United States recommends that the appropriate sentence in this case should be as set forth in Paragraph 10 above, unless the defendant violates the terms and conditions of this Plea Agreement.

23. The defendant understands that it may be subject to administrative action by federal, state, local, or tribal agencies other than the United States Department of Justice, Antitrust Division, based upon the conviction resulting from this Plea Agreement, and that this Plea Agreement in no way controls what action, if any, other agencies may take. The Division agrees that, if requested, it will advise the appropriate officials of any governmental agency, whether federal, state, local or tribal, considering any administrative, criminal, or civil action, of the fact, manner, and extent of the cooperation of the defendant and its affiliated entities and successors as a matter for that agency to consider before determining what action, if any, to take, and will advise as to the lack of involvement of NextiraOne Federal, LLC, a subsidiary of NextiraOne which operates as a separate company, in the conduct leading to this guilty plea.

Representation by Counsel

24. NextiraOne confirms that it has had adequate time to discuss this case, the evidence, and this Plea Agreement with legal counsel, and that its counsel has provided it with all the legal advice that it requested regarding the nature of the charge, any possible defenses to the charge, and the nature and range of possible sentences.

Voluntary Plea

25. NextiraOne confirms that its decision to enter a guilty plea is made knowing the charges that will be brought against it, any possible defenses, and the benefits and possible detriments of proceeding to trial. NextiraOne's decision to enter into this Plea Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Plea Agreement. The United States has made no promises or representations to the defendant as to whether the Court will accept or reject the recommendations contained in this Plea Agreement.

Violation of Plea Agreement

26. The defendant agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that the defendant or any of its affiliated entities or successors have failed to provide full and truthful cooperation, as described in Paragraph 13-15 of this Plea Agreement, or has otherwise violated any provision of this Plea Agreement, the United States will notify counsel for NextiraOne in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Plea Agreement (except its obligations under this paragraph), and NextiraOne and its affiliated entities and successors shall be subject to prosecution for any federal crime of which the United States has knowledge, including, but not limited to, the substantive offenses relating to the investigation resulting in this Plea Agreement. The defendant and its affiliated entities agree that, in the event that the United States is released from its obligations under this Plea Agreement and brings criminal charges against the defendant or its affiliated entities or successors for any offense referred to in Paragraph 21 of this Plea Agreement, the statute of limitations period for such offense will be tolled for the period between the date of the signing of this Plea Agreement and six (6) months after the date the United States gave notice of its intent to void its obligations under this Plea Agreement. NextiraOne, however, may seek Court review of any determination made by the United States under this Paragraph to void any of its obligations under the Plea Agreement.

27. The defendant understands and agrees that in any further prosecution of it or its affiliated entities or successors resulting from the release of the United States from its obligations under this Plea Agreement, because of the defendant's or its affiliated entities' or successors' violation of the Plea Agreement, any documents, statements, information, testimony, or evidence provided by it, its affiliated entities or successors, or current officers and employees of it or its affiliated entities or successors, to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against it or its affiliated entities in any such further prosecution. In addition, the defendant unconditionally waives its right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Rule 410 of the Federal Rules of Evidence.

Entirety of Agreement

28. This Plea Agreement constitutes the entire agreement between the United States and the defendant concerning the disposition of the criminal charge in this case. This Plea Agreement cannot be modified except in writing, signed by the United States and the defendant.

29. This Agreement has been authorized, following consultation with counsel, by the sole Manager of NextiraOne, as set forth in the certified resolution attached as Exhibit "C" to this Plea Agreement and is incorporated herein.

30. The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Plea Agreement on behalf of the United States.

31. A facsimile signature shall be deemed an original signature for the purpose of executing this Plea Agreement. Multiple signature pages are authorized for the purpose of executing this Plea Agreement.

DATED: 4-11-06

_______________/s/________________ Robert J. Buhay, Chief Financial Officer NextiraOne, LLC Defendant

DATED: 4-17-06

Steven K. Mullins United States Attorney District of South Dakota BY: _____________/s/_____________ DENNIS R. HOLMES Chief, Criminal Division

DATED: 4/11/06

_______________/s/________________ ERIC C. HOFFMANN KALINA M. TULLEY BRIAN P. MCLAUGHLIN Attorneys U.S. Department of Justice Antitrust Division 209 S. LaSalle Street, Suite 600 Chicago, Illinois 60604 Tel:(312)353-7530

I have fully explained to my client all of the rights that a criminal defendant possesses and all of the terms of this Plea Agreement. In my opinion, my client understands all of the terms of this Plea Agreement and all the rights it is giving up by pleading guilty, and, based on the information now known to me, its decision to plead guilty is knowing and voluntary.

DATED:

BY: _____________/s/_____________ THOMAS F. O'NEIL III, Esq. DLA Piper Rudnick Gray Cary US LLP Counsel for NextiraOne, LLC

Exhibit A

GUARANTEE OF PAYMENT OF FINE AND RESTITUTION

In consideration of the attached Plea Agreement between the government and NextiraOne, LLC, and due to the financial condition of the latter, Platinum Equity, LLC, (NextiraOne's parent company), knowingly and voluntarily agrees that it will act as guarantor to the United States for payment of the criminal fine and restitution amounts imposed on NextiraOne, LLC, pursuant to the attached Plea Agreement. Acknowledgment of the aforesaid guarantee of the criminal fine and restitution amounts is confirmed by Platinum's authorized representative signing this document. As guarantor, Platinum agrees that, notwithstanding the fact that it did not engage in any of the conduct described in the referenced Plea Agreement, in the event that NextiraOne fails to make payment as set forth in the Plea Agreement (for whatever reason, including but not limited to, bankruptcy or dissolution of NextiraOne, or any other event that would prevent payment by NextiraOne of the fine or restitution imposed by the United States District Court for the District of South Dakota in this matter), Platinum shall cure any such delinquent payment or restitution amount (as defined by 18 USC § 3572 (h)) by NextiraOne, LLC within thirty (30) days of the date the fine or restitution amount became delinquent and will make such payment in accordance with the terms of the sentence imposed by the District Court pursuant to the attached Plea Agreement. Under 18 USC 3572(i), a fine or payment of restitution is in default if a payment is delinquent for more than 90 days, and that within 30 days after notification of the default, the entire amount of the fine or restitution is due.

The undersigned attests that he or she is authorized to enter into this guarantee on behalf of Platinum Equity.

_______________/s/________________ Tom T. Gores On behalf of Platinum Equity, LLC

SETTLEMENT AGREEMENT

I. PARTIES

This Settlement Agreement (Agreement) is entered into by the United States of America, acting through the United States Department of Justice and on behalf of the Federal Communications Commission (FCC) (collectively, the United States); and NextiraOne, LLC (NextiraOne), through their authorized representatives. The parties listed in this Paragraph are hereinafter collectively referred to as the Parties.

II. PREAMBLE

As a preamble to this Agreement, the Parties agree to the following:

A. NextiraOne is a limited liability company organized and existing under the laws of Delaware with its principal place of business in Houston, Texas. NextiraOne does business in South Dakota, among other states. NextiraOne does not operate as a common carrier. NextiraOne was originally known as Williams Communications Solutions (WCS).

B. E-rate is a program created by Congress in the Telecommunications Act of 1996 and administered by the Universal Service Administration Corporation (USAC) for the FCC. Under E-rate, the FCC typically reimburses providers of internet access, internal connections, and telecommunications services for discounts they provide to schools and libraries.

C. NextiraOne is entering a plea of guilty to a one count felony Information charging NextiraOne with wire fraud in violation of 18 U.S.C. § 1343, in connection with NextiraOne's participation in the E-rate program. The guilty plea is being entered in a matter captioned United States of America v. NextiraOne, LLC No. CR 06-___ (filed in the District of South Dakota, April ___, 2006). A copy of the plea agreement in that matter is attached hereto as Exhibit A (hereinafter the Plea Agreement).

D. The United States contends that it may have certain civil claims against NextiraOne under the False Claims Act, the common law, and other causes of action for NextiraOne's conduct in connection with certain USAC Funding Request Numbers (FRNs) for the funding year 2001 of the E-rate program (from July 1, 2001 through June 30, 2002) listed in Exhibits B and C to this Agreement, including submitting and causing to be submitted false claims for payment by: (1) engaging in non-competitive bidding practices; (2) claiming and receiving E-rate funds for goods and services that were ineligible for E-rate discounts; (3) providing materially false information to the United States regarding goods and services that were provided to schools and school districts under the E-rate program; (4) disregarding the requirement that all schools and school districts make co-payments to cover that portion of each funded E-rate project that was not paid for by E-rate discounts; (5) charging inflated prices on invoices and other documents provided to the United States to conceal some or all of the practices listed in this Paragraph. The conduct described in this Paragraph is referred to throughout as the Covered Conduct.

E. NextiraOne has entered into a separate agreement with the Oglala Nation Education Coalition (ONEC) to resolve claims that it or its affiliated schools may have had against NextiraOne regarding the participation of ONEC and NextiraOne and/or WCS, in the E-rate program, including the Covered Conduct and the matters set forth in the Plea Agreement.

F. This Agreement is neither an admission of liability by NextiraOne nor a concession by the United States that its claims are not well-founded.

G. To avoid the delay, uncertainty, inconvenience, and expense of protracted litigation of the above claims, the Parties reach a full and final settlement pursuant to the Terms and Conditions below.

III. TERMS AND CONDITIONS

1. NextiraOne agrees to compensate the United States $2,678,000 (hereinafter referred to as the Settlement Amount), as follows:

1. NextiraOne agrees to release the United States, including but not limited to the FCC and USAC, from any obligations to pay and any other liability for work performed under the USAC Funding Request Numbers (FRNs) listed in Exhibits B, C, and D to this Agreement. Exhibit B includes FRNs for the ONEC schools associated with the Covered Conduct; Exhibit C sets forth invoices, unrelated to the ONEC schools, for Our Lady of Guadalupe School, Kansas City, MO (BEN 75144); West New York School District, West New York, NJ (BEN122770); and Vallejo City Unified School District, Vallejo, CA (BEN 144225); and Exhibit D includes FRNs for uncompensated E-rate work performed by NextiraOne and its related affiliates, or WCS, for other school districts in the amount of $2,600,000, for which NextiraOne would otherwise be entitled to payment but for the release herein. It is the intent of the United States that Exhibit D to this Agreement identify FRNs representing uncompensated work performed by NextiraOne and its related affiliates, and/or by WCS, in an amount not less than $2.6 million. The United States may make any changes or substitutions to Exhibit D that may be necessary to give effect to that intent.

2. In addition, to the extent that NextiraOne or any of its subsidiaries or affiliates has performed uncompensated E-rate work in connection with (i) any E-rate funding request filed by the Bureau of Indian Affairs collectively, or any other Native American school falling under the auspices and control of the BIA, individually, including but not limited to those listed in Exhibit E, or (ii) any claims not otherwise released herein, except for the FRNs set forth on Exhibit G, but only to a maximum amount of $937,102.15, NextiraOne agrees to release the United States, including but not limited to the FCC and USAC, from any obligations to pay such claims and any other liability for work performed under such funding requests.

3. NextiraOne agrees to pay an additional $78,000 by electronic funds transfer pursuant to written instructions to be provided by the United States Department of Justice, which payment shall be made within five days after payment from USAC to NextiraOne of the $331,504.99 for the E-rate work performed under the FRNs listed in Exhibit F, but in no event later than 180 days after the effective date of this Agreement. Upon payment to NextiraOne, NextiraOne releases the United States, including but not limited to the FCC and USAC, from any other liability in connection with these FRNs.

2. In the event that the District Court does not accept the Plea Agreement, and/or does not impose a sentence consistent with the Plea Agreement, the United States or NextiraOne may, each in its respective discretion, within five calendar days of the Court's dispositive action on the Plea Agreement, declare this Agreement null and void by written notice to the other party.

3. NextiraOne agrees to fully cooperate with the United States in any investigation or litigation related to its participation in the E-Rate Program. NextiraOne has represented to the United States that it has no information or evidence concerning any misconduct by its current or former employees in connection with any applications, contracts, bids, or transactions involving the District of Columbia Public Schools. However, it agrees to provide any such information or evidence to the United States should it subsequently obtain it.

4. Additional Releases

1. NextiraOne fully and finally releases the United States, the FCC and USAC, together with their respective agencies, employees, servants, and agents, from any claims (including attorney's fees, costs, and expenses of every kind and however denominated) which NextiraOne has asserted, could have asserted, or may assert in the future against the United States, the FCC and USAC, and their respective agencies, employees, servants, and agents, related to the Covered Conduct, the funding requests in Exhibits B, C and D, the BENs in Exhibit E, the Information, the Plea Agreement, and the investigation and prosecution thereof. NextiraOne does not release the United States from any claims to compensation under the FRNs set forth in Exhibit G up to an aggregate amount of $937,102.15, as any such claims are outside the scope of this settlement agreement. The Parties acknowledge that such claims are subject to the administrative procedures of USAC and applicable rules of the FCC and that the FCC and USAC make no representations as to the eligibility of these claims for payment.

2. Subject to the exceptions in Paragraph 5 below, in consideration of the obligations of NextiraOne set forth in this Agreement, and conditioned upon NextiraOne fully satisfying the Settlement Amount, (i) the United States (on behalf of itself, its officers, agents, agencies, and departments) agrees to fully and finally release NextiraOne and its subsidiaries, affiliates, or parent corporations, and their predecessors, successors, and assigns, and any of their past or present directors, officers, and employees, from any civil or administrative monetary claim the United States has or may have relating to the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733; the Program Fraud Civil Remedies Act, 31 U.S.C. § 3801-3812; or the common law theories of payment by mistake, unjust enrichment, disgorgement, restitution, recoupment, breach of contract, and fraud, for the Covered Conduct; (ii) the FCC (on behalf of itself, its officers, employees, and agents, and on behalf of USAC) agrees to release NextiraOne and any subsidiaries, affiliates, or parent corporations, and their predecessors, successors, and assigns, and any of their past or present directors, officers, and employees, from any administrative monetary claims the FCC has or may have for the Covered Conduct.

5. Notwithstanding any term of this Agreement, specifically reserved and excluded from the scope and terms of this Agreement as to any entity or person (including NextiraOne) are the following claims:

1. any civil, criminal, or administrative liability to the United States arising under Title 26, U.S. Code (Internal Revenue Code);
2. any criminal liability;
3. any process or proceeding, administrative or judicial, for any agency suspension or debarment action. Any suspension or debarment shall not affect any payments that NextiraOne may otherwise obtain for the invoices set out in Exhibit F, as referenced under Paragraph l(c) of this Agreement;
4. any liability to the United States (or its agencies) for any conduct other than the Covered Conduct;
5. any claims of the United States based upon such obligations as are created by this Agreement;
6. any liability for the delivery of any deficient or defective products/services, including liability under any express or implied product/service liability warranties; and
7. any civil or administrative claims of the United States (including its agencies) against individuals, including but not limited to past or present directors, officers, and employees of NextiraOne and any affiliates, subsidiaries, and parent corporations, and their predecessors, successors, and assigns who are criminally indicted or charged, or are convicted, or who enter into a criminal plea agreement related to the Covered Conduct.

6. NextiraOne waives and shall not assert, in any criminal prosecution or administrative action relating to the Covered Conduct, any defenses that may be based in whole or in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of the Constitution, or under the Excessive Fines Clause in the Eighth Amendment of the Constitution, this Agreement bars a remedy sought in such criminal prosecution or administrative action. Nothing in this Paragraph or any other provision of this Agreement constitutes an agreement by the United States concerning the characterization of the Settlement Amount for purposes of the Internal Revenue Laws, Title 26 of the United States Code.

7. NextiraOne agrees that all costs (as defined by the Federal Acquisition Regulation 31.205-47) incurred by or on behalf of NextiraOne in connection with (a) the matters covered by this Settlement Agreement; (b) the Government's audits and investigations of the matters covered by this Settlement Agreement; (c) NextiraOne's investigation, defense of matters, and corrective actions relating to the Covered Conduct; (d) the negotiation of this Settlement Agreement; and (e) the payments made to the United States pursuant to this Settlement Agreement, shall be unallowable costs for government accounting purposes. NextiraOne shall separately account for all costs that are unallowable under this Settlement Agreement.

8. This Agreement is intended to be for the benefit of the Parties only. Except as expressly stated in Paragraph 4 above, the Parties do not release any claims against any other person or entity.

9. NextiraOne warrants that payment of the Settlement Amount in the manner set forth in Paragraph III. 1 to this Agreement will not result in NextiraOne becoming insolvent within the meaning of 11 U.S.C. §§ 547(c) and 548 (a)(l)(B)(ii)(I). Further, the Parties expressly warrant that, in evaluating whether to execute this Agreement, the Parties (a) have intended that the mutual promises, covenants, and obligations set forth herein constitute a contemporaneous exchange for new value given to NextiraOne within the meaning of 11 U.S.C. §§ 547(c)(l), and (b) have concluded that these mutual promises, covenants, and obligations do, in fact, constitute such a contemporaneous exchange. Further, the Parties warrant that the mutual promises, covenants, and obligations set forth herein are intended to and do, in fact, represent a reasonably equivalent exchange of value which is not intended to hinder, delay, or defraud any entity to which NextiraOne is indebted to, or became indebted to, on or after the date of this transfer, all within the meaning of 11 U.S.C. § 548(a)(l).

10. NextiraOne agrees that this Settlement Agreement satisfies the requirements of the citation provision under subsections 503(b)(5)(A)-(B) of the Communications Act of 1934, as amended, 47 U.S.C. § 503(b)(5)(A)-(B), such that the FCC may issue a Notice of Apparent Liability against NextiraOne pursuant to 47 U.S.C. § 503(b)(4) if, after the Effective Date of this Agreement, NextiraOne engages in conduct of the type described as the Covered Conduct in Paragraph D of this Agreement.

11. The United States and NextiraOne shall each bear their own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.

12. All Parties represent that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever.

13. This Agreement is governed by the laws of the United States. The Parties agree that exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement shall be the United States District Court for the District of South Dakota.

14. This Agreement constitutes the complete agreement between the Parties with respect to civil and administrative monetary liability. This Agreement may not be amended except by written consent of the Parties.

15. The individuals signing this Agreement on behalf of NextiraOne represent and warrant that they are duly authorized by NextiraOne to execute this Agreement. The United States signatories signing this Agreement represent that they are signing this Agreement in their official capacities and that they are duly authorized to execute this Agreement.

16. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same agreement.

17. This Agreement is binding on NextiraOne's successors, transferees, heirs, and assigns.

18. This Agreement is effective on the date of signature of the last signatory to the Agreement (Effective Date). Facsimiles of signatures shall constitute acceptable, binding signatures for purposes of this Settlement Agreement.

THE UNITED STATES OF AMERICA

DATED: 4-7-06

BY: _____________/s/_____________ Alicia J. Bentley Trial Attorney Commercial Litigation Branch Civil Division U.S. Department of Justice

DATED: 4-7-06

BY: _____________/s/_____________ NextiraOne, LLC

DATED: 4-8-06

BY: _____________/s/_____________ Counsel for NextiraOne

Exhibit A - Plea Agreement

Exhibit B- E-Rate Funds Disbursed on Behalf of Oglala Nation Education Coalition (BEN #222989) in Connection with Covered Conduct

Exhibit C- E-Rate Funding Requests Released by Service Provider NextiraOne LLC (SPIN #1430004436) (Pending or Previously Denied)

Exhibit D- FCC Form 474 Invoices Surrendered by NextiraOne LLC (SPIN #1430004436)

Exhibit E- Bureau of Indian Affairs Related E-Rate Applicants

Exhibit F- FCC Form 474 Invoices to be Paid to NextiraOne LLC (SPIN #1430004436)

Exhibit G- Remaining NextiraOne E-Rate Funding Requests which are Outside the Scope of this Agreement (Currently in Denial Status)

Exhibit B

E-Rate Funds Disbursed on Behalf of
Oglala Nation Education Coalition (BEN #222989)

Funding Year	Form 471	FRN	Amount
2001	260432	659484	616,141.80
2001	260432	659988	160,098.77
2001	260432	659966	658,488.60
2001	260432	659545	2,370,463.33
2001	267618	676730	0.00
Total for NextiraOne:LLC (SPIN #143004436)			3,805.192.50

Exhibit C

Funding Year	Form 471	FRN	Disbursed Amount
Our Lady of Guadalupe School (BEN #75144):
2002	321569	855367	0.00
2002	321569	855410	0.00
2003	377524	1043738	0.00
Total Disbursed to NextiraOne LLC (SPIN #143004436)			0.00
West New York School District (BEN #122770):
2003	379144	1041454	0.00
Total Disbursed to NextiraOne LLC (SPIN #143004436)			0.00
Vallejo City Unified School District (BEN #144225):
2002	318595	865487	0.00
2003	373543	1035598	0.00
Total Disbursed to NextiraOne LLC (SPIN #143004436)			0.00

Exhibit D

FCC Form 474 Invoices Surrendered by NextiraOne LLC (SPIN #143004436)

Billed Entity Number	Funding Year	Form 471	FRN	SLD Invoices	Amount
142913	2001	25714	606770	604317	$370,577.61
142913	2001	25714	606794	604317	$1,731,716.06
142913	2001	25714	608311	597198	$166,511.16
142913	2001	25714	608531	597198	$174,034.82
142913	2001	25714	609303	597198	$135,577.33
142913	2001	25714	609533	597198	$21,583.02
TOTAL					$2,600,000.00

Exhibit E

Bureau of Indian Affairs Related E-Rate Applicants

BEN	Applicant	City	Stat
4247	INDIAN ISLAND SCHOOL	OLD TOWN	ME
4365	BEATRICE RAFFERTY SCHOOL	PERRY	ME
4367	INDIAN TOWNSHIP SCHOOL	PRINCETON	ME
21973	BIA CNTRL OFC/DPT OF INTERIOR	WASHINGTON	DC
30142	CHEROKEE CENTRAL SCHOOL	CHEROKEE	NC
36772	MICCOSUKEE INDIAN SCHOOL	MIAMI	FL
43182	RED WATER ELEMENTARY SCHOOL	CARTHAGE	MS
43193	CONEHATTA ELEMENTARY SCHOOL	CONEHATTA	MS
43383	STANDING PINE ELEMENTARY SCH	WALNUT GROVE	MS
43569	CHOCTAW CENTRAL HIGH SCHOOL	PHILADELPHIA	MS
43571	TUCKER ELEMENTARY SCHOOL	PHILADELPHIA	MS
43572	BOQUE CHITTO ELEMENTARY SCHOOL	PHILADELPHIA	MS
43573	PEARL RIVER ELEMENTARY	PHILADELPHIA	MS
58461	BAHWETING ANISHNABE PUB SCH	SAULTST MARIE	MI
58573	HANNAHVILLE INDIAN SCHOOL	WILSON	MI
59998	MESKWAKI SETTLEMENT SCHOOL	TAMA	IA
62184	MENOMINEE TRIBAL SCHOOL	NEOPIT	WI
62197	ONEIDA TRIBAL SCHOOL	ONEIDA	WI
63112	LAC COURTE OREILLES OJIBWA SCH	HAYWARD	WY
64641	FOND DU LAC OJIBWE SCHOOL	CLOQUET	MS
65407	NAY-AH-SHING SCHOOL	ONAMIA	MN
65629	CIRCLE OF LIFE SURVIVAL SCHOOL	WHITE EARTH	MN
65657	CHIEF BUG-O-NAY-GE-SHIG SCHOOL	CASSLAKE	MN
65808	FLANDREAU INDIAN SCHOOL	FLANDREAU	SD
66032	TIOSPA ZINA TRIBAL SCHOOL	AGENCY	SD
66050	ENEMY SWIM DAY SCHOOL	WAUBAY	SD
66129	CROW CREEK SIOUX TRIBAL H S	STEPHAN	SD
66158	MARTY INDIAN SCHOOL	MARTY	SD
66347	LOWER BRULE DAY SCHOOL	LOWER BRULE	SD
66385	ST FRANCIS INDIAN SCHOOL	SAINT FRANCIS	SD
66413	ROCK CREEK DAY SCHOOL	BULLHEAD	SD
66418	CHEYENNE-EAGLE BUTTE SCHOOL	EAGLE BUTTE	SD
66437	LITTLE EAGLE DAY SCHOOL	LITTLE EAGLE	SD
66533	TAKINI SCHOOL	HOWES	SD
66553	LONEMAN DAY SCHOOL	OGLALA	SD
66638	CIRCLE OF NATIONS WAHPETONIND. BRDG SCHOOL	WAHPETON	ND
66770	TURTLE MOUNTAIN HIGH SCHOOL	BELCOURT	ND
66772	OJIBWA INDIAN SCHOOL	BELCOURT	ND
66779	DUNSEITH DAY SCHOOL	DUNSEITH	ND
66785	TATE TOPA ELEMENTARY	FORT TOTTEN	ND
66916	THEODORE JAMERSON ELEM SCH	BISMARCK	ND
66929	STANDING ROCK COMMUNITY SCHOOL	FORT YATES	ND
67008	TWIN BUTTES DAY SCHOOL	HALLIDAY	ND
67076	MANDAREE SCHOOL	MANDAREE	MD
67090	WHITE SHIELD SCHOOL	ROSEGLEN	ND
67150	BUSBY SCHOOL	BUSBY	MT
67993	TWO EAGLE RIVER SCHOOL	PABLO	MT
77029	KICKAPOO NATION SCHOOL	POWHATTAN	KS
80730	CHITIMACHA SCHOOL	JEANERETTE	LA
83401	RIVERSIDE INDIAN SCHOOL	ANADARKO	OK
84954	SEQUOYAH HIGH SCHOOL	TAHLEQUAH	OK
95223	ST STEPHENS INDIAN SCHOOL DISTRICT	SAINT STEPHENS	WY
95478	SHO-BAN SCHOOL	FORT HALL	ID
96068	COEUR D'ALENE TRIBAL SCHOOL	DESMET	ED
96805	ANETH COMMUNITY SCHOOL	MONTEZUMA	UT
97508	CASA BLANCA DAY SCHOOL	BAPCHULE	AZ
97574	BLACKWATER COMMUNITY SCHOOL	COOLEDGE	AZ
97669	SALT RIVER DAY SCHOOL	SCOTTSDALE	AZ
97902	GILA CROSSING COMMUNITY SCHOOL	LAVEEN	AZ
98112	NACO ELEMENTARY SCHOOL	NACO	AZ
98161	SAN SIMON SCHOOL	SELLS	AZ
98162	SANTA ROSA BOARDING SCHOOL	SELLS	AZ
98163	TOHONO O'ODHAM HIGH SCHOOL	SELLS	AZ
98433	SANTA ROSA RANCH SCHOOL	TUCSON	AZ
98515	CIBECUE COMMUNITY SCHOOL	CIBECUE	AZ
98523	THEODORE ROOSEVELT SCHOOL	FORT APACHE	AZ
98554	JOHN F KENNEDY SCHOOL	WHITERIVER	AZ
98616	HOTEVILLA-BACAVICOMM SCHOOL	HOTEVILLA	AZ
98620	KAYENTA COMMUNITY SCHOOL	KAYENTA	AZ
98625	CHILCHINBETO DAY SCHOOL	KAYENTA	AZ
98626	HOPIJR/SR HIGH SCHOOL	KEAMS CANYON	AZ
98629	KEAMS CANYON BOARDING SCHOOL	KEAMS CANYON	AZ
98632	HOPI DAY SCHOOL	KYKOTSMOVI	AZ
98633	ROCKY RIDGE BOARDING SCHOOL	KYKOTSMOVI	AZ
98639	POLACCA DAY SCHOOL	POLACCA	AZ
98640	SECOND MESA DAY SCHOOL	SECOND MESA	AZ
98641	TONALEA DAY SCHOOL	TONALEA	AZ
98642	NAVAJO MOUNTAIN HIGH SCHOOL	TONALEA	AZ
98650	MOENCOPI DAY SCHOOL	TUBA CITY	AZ
98651	TUBA CITY BOARDING SCHOOL	TUBA CITY	AZ
98656	DILCON BOARDING SCHOOL	WINSLOW	AZ
98667	LITTLE SINGER COMMUNITY SCHOOL	WINSLOW	AZ
98671	SEBA DALKAI BOARDING SCHOOL	WINSLOW	AZ
98672	KAIBETO BOARDING SCHOOL	KAIBITO	AZ
98674	SHONTO BOARDING SCHOOL	SHONTO	AZ
98793	HAVASUPAI SCHOOL	SUPAI	AZ
98811	WIDE RUINS BOARDING SCHOOL	CHAMBERS	AZ
98812	COTTONWOOD DAY SCHOOL	CHINLE	AZ
98813	LOW MOUNTAIN BOARDING SCHOOL	CHINLE	AZ
98814	BLACK MESA COMMUNITY SCHOOL	PINON	AZ
98815	ROUGH ROCK COMMUNITY SCHOOL	CHINLE	AZ
98831	GREASEWOOD BOARDING SCHOOL	GANADO	AZ
98832	KINLICHEE BOARDING SCHOOL	GANADO	AZ
98833	NAZLINI BOARDING SCHOOL	GANADO	AZ
98839	PINE SPRINGS SCHOOL	HOUCK	AZ
98840	LUKACHUKAI COMMUNITY SCHOOL	LUKACHUKAI	AZ
98841	PINON DORMITORY	PINON	AZ
98846	HUNTERS POINT BOARDING SCHOOL	SAINT	AZ
98858	TIIS NAZBAS COMMUNITY SCHOOL	TEECNOSPOS	AZ
98864	DENNEHOTSO BOARDING SCHOOL	DENNEHOTSO	AZ
98865	CHINLE BOARDING SCHOOL	MANY FARMS	AZ
98866	MANY FARMS HIGH SCHOOL	MANY FARMS	AZ
98867	RED ROCK DAY SCHOOL	RED VALLEY	AZ
98869	ROCK POINT COMMUNITY SCHOOL	ROCK POINT	AZ
98872	SAN FELIPE PUEBLO ELEM SCHOOL	SAN FELIPE PB	NM
98890	OJO ENCINO DAY SCHOOL	CUBA	NM
98895	PUEBLO PINTADO COMMUNITY SCHOOL	CUBA	NM
98898	NA NEELZHIIN JI OLTA (TORREON)	CUBA	NM
98917	ISLETA ELEMENTARY SCHOOL	ISLETA	NM
98919	JEMEZ DAY SCHOOL	JEMEZ PUEBLO	NM
98923	TO'HAJIILEE-HE COMMUNITY SCH	LAGUNA	NM
98925	LAGUNA ELEMENTARY SCHOOL	LAGUNA	NM
98926	LAGUNA MIDDLE SCHOOL	LAGUNA	NM
98941	SKY CITY COMMUNITY SCHOOL	PUEBLO OF	NM
98953	BACA COMMUNITY SCHOOL	PREWITT	NM
98959	TSIYA ELEMENTARY-MIDDLE SCHOOL	ZIA PUEBLO	NM
99164	BREAD SPRINGS DAY SCHOOL	GALLUP	NM
99166	CROWNPOINT COMMUNITY SCHOOL	CROWNPOINT	NM
99168	MARIANO LAKE COMMUNITY SCHOOL	CROWNPOINT	NM
99169	BORREGO PASS SCHOOL	CROWNPOINT	NM
99172	LAKE VALLEY NAVAJO SCHOOL	CROWNPOINT	NM
99173	TSEII AHI COMMUNITY SCHOOL	CROWNPOINT	NM
99174	WINGATE ELEMENTARY SCHOOL	FORT WINGATE	NM
99175	WINGATE HIGH SCHOOL	FORT WINGATE	NM
99176	PINE HILL SCHOOL	PINE HILL	NM
99184	DLO'AY AZHI COMMUNITY SCHOOL	THOREAU	NM
99188	CH-OOSHGAI COMMUNITY SCHOOL	TOHATCHI	NM
99190	CHI-CHIL-TAH	VANDERWAGEN	NM
99199	CRYSTAL BOARDING SCHOOL	NAVAJO	NM
99209	NAVAJO PREPARATORY SCHOOL	FARMINGTON	NM
99238	DZILTH-NA-O-DITH-HLE SCHOOL	BLOOMFIELD	NM
99239	HUERFANO DORMITORY	BLOOMFIELD	NM
99246	NENAHNEZAD BOARDING SCHOOL	FRUITLAND	NM
99255	BECLABITO DAY SCHOOL	SHIPROCK	NM
99258	SHIPROCK ALTERNATIVE HIGH SCH	SHIPROCK	NM
99261	COVE DAY SCHOOL	SHIPROCK	NM
99262	SHIPROCK HIGH SCHOOL	SHIPROCK	NM
99265	TOADLENA BOARDING SCHOOL	NEWCOMB	NM
99267	SANOSTEE DAY SCHOOL	SANOSTEE	NM
99293	TE TSU GEH OWEENGE DAY SCHOOL	SANTA FE	NM
99294	SAN ILDEFONSO DAY SCHOOL	SANTA FE	NM
99297	SANTA FE INDIAN SCHOOL	SANTA FE	NM
99335	SANTA CLARA DAY SCHOOL	ESPANOLA	NM
99380	SAN JUAN DAY SCHOOL	SAN JUAN PBLO	NM
99384	TAOS DAY SCHOOL	TAOS	NM
99448	ALAMO NAVAJO SCHOOL	MAGDALENA	NM
99732	MESCALERO APACHE SCHOOL	MESCALERO	NM
100072	DUCKWATER SHOSHONE ELEM SCHOOL	DUCKWATER	NV
100124	PYRAMID LAKE HIGH SCHOOL	NIXON	NV
105107	SHERMAN INDIAN HIGH SCHOOL	RIVERSIDE	CA
113722	CHEMAWA INDIAN SCHOOL	SALEM	OR
115031	MUCKLESHOOT TRIBAL SCHOOL	AUBURN	WA
115414	LUMMI HIGH SCHOOL	BELLINGHAM	WA
115415	LUMMI TRIBAL SCHOOL	BELLINGHAM	WA
115711	QUILEUTE TRIBAL SCHOOL	LA PUSH	WA
115777	CHIEF LESCHI SCHOOL SYSTEM	PUYALLUP	WA
116077	WA-HE-LUT INDIAN SCHOOL	OLYMPIA	WA
116504	PASCHAL SHERMAN INDIAN SCHOOL	OMAK	WA
116639	YAKAMA TRIBAL SCHOOL	TOPPENISH	WA
155284	TIOSPAYE TOPA SCHOOL	LAPLANT	SD
207557	TRENTON SCHOOL	TRENTON	ND
209824	PIERRE INDIAN LEARNING CENTER	PIERRE	SD
209828	CROW CREEK SIOUX TRIBAL ELEMENTARY SCHOOL	FORT	SD

Exhibit F

FCC Form 474 Invoices to be Paid to NextiraOne LLC (SPIN #143004436)

Billed Entity Number	Funding Year	Form 471	FRN	SLD Invoices	Amount
142913	2001	245714	609533	597202	$110,381.03
142913	2001	245714	610089	597202	$110,224.09
142913	2001	245714	610297	597,202	$110,899.87
TOTAL					$331,504.99

Exhibit G

Remaining NextiraOne E-Rate Funding Requests

BE	Billed Entity Name	Funding Year	Form	FRN	SLD Invoice	Amount
142	Roosevelt Elem School Dist	2001	245714	609868	457384	145,702.13
983	Cavett Elementary School	2001	254701	637946	439391	18,268.60
983	Corbett Elementary School	2001	254771	638327	439392	20,355.29
983	Cragin Elementary School	2001	254984	638675	439393	18,268.60
983	Davidson Elementary School	2001	255001	638858	439394	18,268.60
982	Drachman Prim Magnet Elem	2001	257442	645930	439395	20,355.29
984	Hohokam Middle School	2001	255844	637697	439396	54,346.79
983	Howell Elementary School	2001	257968	648639	439397	27,109.64
984	Johnson Primary School	2001	259455	655021	439398	20,355.29
983	Keen Elementary School	2001	259504	654346	439399	18,268.60
984	Lawrence Intermediate	2001	259174	654098	439400	30,040.44
983	Lynn Elementary School	2001	259768	655604	439401	43,584.53
984	Maldonado Elementary	2001	258091	648245	439402	43,584.53
984	Manzo Elementary School	2001	258300	649444	439403	20,35529
222	Mary Meredith	2001	259721	655585	439404	18,268.60
984	Maxwell Middle School	2001	256028	638772	439405	37,530.41
984	Menlo Park Elementary	2001	259288	654617	439406	43,584.53
984	Miller Elementary School	2001	259655	655035	439407	43,584.53
983	Mission View Elementary	2001	259640	655023	439408	20,355.29
983	Myers-Ganoung Elementary	2001	258468	650991	439409	20,355.29
983	Naylor Middle School	2001	256064	638917	439410	22,441.99
983	Ochoa Elementary School	2001	259171	653217	439411	20,355.29
185	Project More	2001	259780	656179	439412	20,355.29
983	Pueblo Gardens Elem School	2001	259318	653673	439413	20,355.29
982	Richey Elementary School	2001	258452	649919	439414	20,355.29
983	Roberts Elementary School	2001	258683	653547	439416	43,584.29
983	Robinson Elementary School	2001	258862	651853	439417	20,355.29
983	Rose Elementary School	2001	259872	656344	439418	28,407.39
982	Safford Magnet Middle	2001	256151	639497	439420	15,630.79
983	Van Buskirk Elementary	2001	254999	644601	439422	13,544.09
983	Wakefield Middle School	2001	259828	656301	439423	15,630.79
983	Wright Elementary School TOTAL	2001	254693	638095	439424	13,544.09 $937,102.15

SECRETARY'S CERTIFICATE

NEXTIRAONE, LLC

I, EVA M. KALAWSKI, being the duly elected and qualified Secretary of NextiraOne, LLC (the "Company"), a Delaware limited liability company, do hereby certify that Robert Buhay is Executive Vice President and Chief Financial Officer of the Company and as such has the authority to enter into any and all agreements on behalf of the Company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company this 17^th day of April, 2006.

_______________/s/________________ Eva M. Kalawski Secretary

[SEAL]