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                                                                   EXHIBIT 10.28



                               THE TOWN OF GRIFTON


STATE OF NORTH CAROLINA       )  RESOLUTION TO APPROVE AN
                              )  AMENDMENT TO ORD NO. 97-06
COUNTY OF GREENE              )  CABLE TELEVISION FRANCHISE
                              )  ORDINANCE - FALCON CABLE
TOWN OF GRIFTON



WHEREAS, the Board of Commissioners adopted a Cable Television Franchise
Agreement with Falcon Cable Media on December 9, 1997; and

WHEREAS, said Ordinance No. 97-06, as adopted, contains various inconsistencies
which need to be corrected;

NOW THEREFORE, BE IT RESOLVED AND ADOPTED that the Town Board of Commissioners
of the Town of Grifton hereby approves the following amendments to said
Ordinance:

Any reference to Falcon Cable Media or Falcon shall be replaced with Enstar
Income Program 1984-1, L.P.

RESOLVED AND ADOPTED, this the 14 day of April, 1998.

ATTEST BY:                             TOWN OF GRIFTON



By:      /s/ Patricia Bryan            By:      /s/ Marian N. McLawhorn
   ----------------------------           --------------------------------------
         Town Clerk                             Mayor



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       AN ORDINANCE BY THE BOARD OF COMMISSIONERS OF THE TOWN OF GRIFTON
                  CONSENTING TO THE CABLE TELEVISION FRANCHISE
     AGREEMENT (FRANCHISE ORDINANCE) BETWEEN THE TOWN OF GRIFTON AND FALCON
                                  CABLE MEDIA


         WHEREAS, the Town of Grifton (Town) has entered into a cable television
Franchise Agreement with Falcon Cable Media ("Falcon"), which agreement expires
on or about March 9, 1997; and

         WHEREAS, the Town deems it appropriate to continue the Cable TV
Franchise Agreement with Falcon Cable Media;

     NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS THAT THE
    CABLE TV FRANCHISE AGREEMENT BETWEEN THE TOWN AND FALCON CABLE MEDIA IS
                              APPROVED AS FOLLOWS:

                               ORDINANCE NO. 97-06

                               FRANCHISE AGREEMENT

         THIS AGREEMENT is made and entered into as of this the 9th day of
December 1997, by and between the Town of Grifton, North Carolina, hereinafter
referred to as "Town" and Falcon Cable Media, hereinafter referred to as
"Falcon" located at Post Office Box 236, Holly Ridge, North Carolina 28445.

SECTION 1.   GRANT OF FRANCHISE.

         Falcon is hereby granted for itself and its successors and assignees,
         subject to the terms and conditions of this Franchise Agreement, the
         right, privilege, and authority to construct, operate, maintain, and
         reconstruct a cable communications system within the streets, alleys,
         and public ways of the Town for the purpose of providing cable
         television service as defined by the N.C.G.S. 160A-319(b) and including
         such other services as Falcon may legally provide on its cable
         communications system, subject to current and future State, Federal,
         and Local Laws and other regulations and the payment of any applicable
         fees, services or other compensation directly or indirectly to the
         Town. Falcon shall provide State-of-The-Art, Town-wide cable
         communications system to the residents and institutions of the Town in
         accordance with this Franchise Agreement and Ordinance No. 96-01,
         entitled the "Town of Grifton's Communications Ordinance," (the
         "Ordinance") adopted February 16, 1996, and incorporated into this
         Franchise Agreement by reference.

SECTION 2.   RIGHT OF TOWN TO ISSUE FRANCHISE.

         Falcon acknowledges and accepts the legal right of the Town to issue
         this Franchise Agreement.



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SECTION 3.   EFFECTIVE DATE OF FRANCHISE AND ACCEPTANCE.

         The effective date of this Franchise Agreement shall be 12-9, 1997,
         subject to acceptance by Falcon which acceptance shall be received by
         the Town not more than thirty (30) days after passage of the ordinance,
         which shall incorporate this Franchise Agreement and the Ordinance.

SECTION 4.   FRANCHISE TERM AND RENEWAL.

         This Franchise Agreement shall take effect and be in full force from
         and after the final passage hereof, subject to acceptance by the
         Grantee as herein provided and the same shall continue in full force
         and effect for a period of ten (10) years. Should the Grantee want to
         renew this Agreement, the then federal, state or local rules for
         renewal will be followed.

SECTION 5.   SUPPLEMENT TO THE ORDINANCE.  This Section supplements and updates
the Ordinance and takes precedence over the Ordinance:

(a)      Definitions, changed and added:

3.28 changed to read: GROSS ANNUAL REVENUES means all receipts received directly
or indirectly by the Grantee, from providing cable communication services within
the Town of Grifton, including, but not limited to, basic Subscriber and
additional service monthly fees, pay cable fees, installation and reconnection
fees, leased channel fees, converter rentals, and personnel fees, and
advertising revenues; provided, however, that this shall not include any taxes
or copyright fees on services furnished by the Grantee herein imposed directly
upon any Subscriber or user by the state, local or other governmental unit.

3.55 added to read: STATE-OF-THE-ART means that the Grantee shall construct,
install and maintain its system in a manner which will continue to enable it to
add new services and associated equipment as they are developed, available and
when proved economically feasible and marketable to subscribers to the
reasonable satisfaction of the Grantee.

(b)      Transfer of Ownership and Control:

Section 4.12.F of the Ordinance applies to initial construction of a system and
does not apply to upgrade/rebuild of an existing system. If any transfer takes
place during upgrade/rebuild of a current system, the Transferee must agree to
complete the agreed upon upgrade/rebuild of the current system, under the terms
of the Franchise Agreement, before transfer of the Franchise Agreement will be
approved by the Grantor, unless other terms are mutually agreed upon by the
Transferee and the Grantor.

(c)      Construction and Technical Standards:

Section 7.2.B(1) of the Ordinance requires a 750 MHz system. In view of changing
technology, e.g. digital compression and future changes to compression of
signals, the requirement for a specific number of MHz's in a system is not
required. The upgrade/rebuild terms of the Franchise Agreement shall apply.



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Section 7.7 of the Ordinance requires monthly written updates on construction
progress. The referenced reports apply to initial construction of a cable
system. Reports on rebuild/upgrade of a current system will be as specified in
the Franchise Agreement.

Section 7.8.E of the Ordinance requires certain test and independent engineer
supervision of said tests. The intent of this requirement is that in cases where
the Grantee is unwilling or unable to resolve system-wide technical problems,
then an outside consulting engineer may be employed by the Grantee and at the
Grantee's sole expense, to solve the problem. The cost of the outside consulting
engineer would be treated as a cost of doing business under, the then,
applicable FCC rules on rate regulation.

(d)      Service Provisions:

Section 8.4.E which requires the Grantee to provide information to the Grantor
identifying subscribers by name is deleted in its entirety. Federal Subscriber
Privacy Rules do not allow disclosure of any information concerning subscribers.

SECTION 6.   GRANT OF FRANCHISES.

(a) The Town herein grants to the Grantee a nonexclusive, revocable-for-cause as
provided herein, Franchise Agreement to construct, operate and maintain a cable
communication system within the Town, said Franchise Agreement shall constitute
both a right and an obligation to provide the services of a cable communications
system, as regulated by the provisions of this agreement.

(b) The franchise service area shall be the entire incorporated area of the
Town, as now stands or as annexed.

SECTION 7.   ACCEPTANCE.

(a) By accepting this Franchise Agreement, the Grantee agrees to be bound by all
the terms and conditions in this Franchise Agreement and the Ordinance. The
Grantee also agrees to provide all services within the franchise area, with the
exception of experimental trials of new services on a limited basis.

(b) By accepting this Franchise Agreement, the Grantee acknowledges that it does
so relying upon its own investigation and understanding of the power and
authority of the Town in connection with the system and this Franchise Agreement
and the Ordinance.

(c) By accepting the Franchise Agreement, the Grantee acknowledges that it is
has not been induced to enter into this Franchise Agreement by any understanding
or promise or other statement not expressed therein, whether oral or written,
concerning any term or condition of this Franchise Agreement, regardless of
whether such statement was made by or on behalf of the Town.

(d) By accepting this Franchise Agreement, the Grantee acknowledges that it has
carefully read the terms and conditions of the Franchise Agreement and the
Ordinance.



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SECTION 8.   FRANCHISE FEES.

         During the term of this Franchise Agreement, the Grantee shall pay to
the Town for use of its streets, public places, and other facilities, as well as
the maintenance, improvements, and supervision thereof, an annual franchise fee
in the amount of five (5) percent, but the Grifton Board of Commissioners
reserves the right to increase the annual fee up to that legally allowed by law,
upon passage of an ordinance including and stating the franchise fee rate and
upon proper notification of the Grantee. The franchise fee is stated as a
percentage of the annual Gross Subscriber Revenues received by the Grantee from
operations conducted within the Town. This payment shall be in addition to any
other tax or payment owed to the Town by the Grantee.

SECTION 9.   PERFORMANCE EVALUATION.

         In accordance with Section 5.4.B of the Ordinance and at the five year
anniversary of this Franchise Agreement, a specific review may be scheduled, in
open Board session, to discuss the telecommunications needs of the community,
advances in technology or other mutually agreeable items which may need to be
discussed.

SECTION 10.  SERVICES TO SUBSCRIBERS AND USERS.

(a) The Grantee shall provide, when standard installation is possible, basic
cable and cable programming service, super station package and one (1) free
outlet to each of the following public facilities: all courthouses, libraries,
police and fire stations, rescue units, municipal office buildings and schools.
The Grantee shall notify the Town in writing when standard installation is not
possible. No monthly service fee shall be charged for the first outlet
installed. The Grantee shall provide service to new construction hereafter for
the above public facilities, provided they are within the standard installation
parameters. Installation costs and fees for additional outlets and equipment
shall be charged to the Town at Grantee's prevailing rates.

(b) The Grantee shall, when technically feasible, provide and maintain, at a
minimum, at least one non-commercial community channel available on a
first-come, first-served, nondiscriminatory basis, at no cost to users.

(c)      Community Channel.

         (1) Grantee, or its successor, shall provide a Community Channel to the
Town, consisting of Educational and Governmental Programming and Local
Origination Programming. Until such time as demand requires a separate channel
for education and a separate channel for government, both parties to this
Agreement agree to the combination of the channels. The determination on the
need for separate channels will be mutually agreed upon by both parties.

         (2) Falcon, will provide necessary facilities, personnel and
administrative support for operation of the Community Channel.

         (3) Grantee to contribute necessary equipment and provide the
facilities to broadcast on the Community Channel the following: character
generated bulletin board with items of community interest as provided by the
Town; pre-edited video of a community/education nature provided by the Board of



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Education or their representative and the Town; other items of interest as
provided by the Board of Education and the Town as may be agreed upon, from
time-to-time, by Grantee and the Board of Education and the Town.

         (4) Grantee shall cooperate with the Town staff in providing
promotional announcements on the availability of Community Programming.

         (5) Grantee shall cooperate with school and government officials to
maximize use and benefit from Educational and Governmental Programming.

         (6) Grantee agrees to make a one-time, lump-sum grant to the Town in
the amount of $700.00 for such cable-related purposes as the Town may from
time-to-time determine for support of the Community Channel. Both parties to
this Agreement agree that this grant money will not be passed on to the
subscribers in either a direct pass through or as a rate adjustment.

(d) In accordance with Section 8.4.A and Section 9.1.A, the following takes
precedence: The Grantee shall establish and maintain a business office and
repair facility for the purposes stated in Section 8.4.A., within the system
area.

(e) Emergency use of facilities. In accordance with Section 8.2.B of the
Ordinance, the Grantee shall provide emergency alert capability pursuant the
1992 Cable Act Section 16 (b), Communications Act of 1934 Section 624 (g), 47
U.S.C. 544(g), as amended.

(f) Interconnectivity. In accordance with Section 5.3.D, of the Ordinance, the
Grantee shall make every effort to interconnect its cable system to any other
cable system within the franchise area, provided however that all parties agree
to the interconnection and it is economically feasible, legal under the then
current law and marketable for all parties concerned.

(g) Performance Bond. In accordance with Section 6.1.A, of the Ordinance, the
Grantee shall obtain and maintain during the entire term of the Franchise
Agreement and any extensions and renewals thereof, at its cost and expense, and
file with the Town, a corporate surety bond in the amount of $25,000. The bond
will be provided within forty-five (45) days after the effective date of the
Franchise Agreement. Failure to timely obtain, file and maintain a bond shall
constitute a substantial violation of this Franchise Agreement.

(h) System Upgrade. In accordance with Section I of the Ordinance, the following
outlines the modernization of the cable system. Grantee will use the most
economically and technically feasible technology to upgrade the system to a
State-of-The-Art system. This may include a combination of technologies
including, but not limited to, fiber optic and coaxial technology, and a
combination of analog and digital technology depending on the application. The
upgraded system will meet or exceed all applicable FCC technical standards.
Grantee shall complete the upgrade of the system serving all areas of the Town
with a minimum of 60 channel capacity. Grantee will meet, as scheduled, on a
quarterly basis with the franchise authority to provide an update on the system
upgrade schedule. The upgrade will be completed in two phases which will be
completed within forty-eight (48) months from the effective date of this
Agreement.

         (1) Design/Make-Ready Phase. This Phase includes the base mapping and
electronic design used to obtain the necessary permits and agreements for actual
construction of the system. Completion of this



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phase is estimated to require twelve (12) to twenty-four (24) months from the
effective date of this Agreement and the following shall be accomplished:

                           a.       Complete Mapping of the system.

                           b.       Obtain necessary permits from all affected
                                    agencies and complete negotiations for pole
                                    attachments.

                           c.       Complete necessary action to provide
                                    material and equipment for the construction
                                    of the upgrade project, as per Falcon's
                                    inventory control system.

         (2) Construction Phase. This Phase includes the actual construction of
the upgrade project. This Phase will be completed within eighteen (18) to
twenty-four (24) months of the completion of the Design/Make-Ready Phase. During
the Construction Phase the following will be accomplished: upgrade electronics,
as needed; inventory and replace, as needed, all taps; replace coaxial cable, as
needed, to meet the 60 channel capacity.

         (3) Snow Hill Headend will be upgraded to deliver a minimum of 60
channel capacity. Grantee shall comply with the FCC regulations and requirements
for the transmission of broadcast digital television signals on its cable
system. When required by FCC ruling Grantee shall provide a cable system capable
of transmitting broadcast digital signals with no distortion.


SECTION 11.  CUSTOMER SERVICES.

Grantee will meet the customer service standards as established in Appendix A,
as may be amended from time-to-time.

SECTION 12.  REMEDIES.

Should there be any unresolved issues pertaining to the performance of the
Grantee between the Town and Grantee, the Grantee may recover material and
liquidated damages under the provisions of this Franchise Agreement, as well as
all provisions of the Act.

         (a) Schedule of liquidated damages. Because Grantee's failure to comply
with certain material provisions of this Agreement will result in injury to the
Town or to subscribers, and because it will be difficult to estimate the extent
of such injury, the Town and Grantee hereby agree that liquidated damages and
penalties stated below represent both parties best estimate of the damages
resulting from the specified injury. To maintain that estimate, the parties
agree that the liquidated damage amount is in 1997 dollars and shall be
increased each year by the increase in the US City Average of the Consumer Price
index, if inflation from the date of this Agreement has exceeded twenty (20)
percent.

         (b) Violations. For the violation of any of the following, the Town
will notify Grantee in writing of the violation. The Town shall provide Grantee
with detailed written notice of any Agreement violation upon which it proposes
to take action, and a ninety (90) day period within which Grantee may
demonstrate that a violation does not exist or to cure an alleged violation or,
if the violation cannot be corrected in 90 days, to submit a plan satisfactory
to the Town to correct the violation. If an alleged



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violation is proven to exist, and no cure or action on a plan acceptable to the
Town has been received by the Town within ninety (90) days, such liquidated
damages shall be chargeable to the performance bond as set forth in this
Agreement if not tendered by Grantee within thirty (30) days of notification by
the Town. Grantee may petition the Town Board for relief for just cause. The
imposition of liquidated damages shall not preclude the Town from exercising the
other enforcement provisions of this Agreement, including revocation, or other
statutory or judicially imposed penalties. No penalty shall be assessed if the
violation occurs without fault of the Grantee or occurs as a result of
circumstances beyond its control. Liquidated damages may be imposed as follows:

                  (1)      For failure to materially complete construction or
                           extend service in accordance with this Agreement:
                           $100 for each day the violation continues;

                  (2)      For failure to materially comply with requirements
                           for Community Channel: $100/ for each day the
                           violation continues;

                  (3)      For transferring the Agreement without approval: One
                           time penalty of $2,500;

                  (4)      For violation of the customer service standards
                           measured on an individual basis: $50 per violation.
                           For violations of applicable customer service
                           standards for which the operator's compliance is
                           measured in annual terms of its response to
                           individual customers, $1,500.00 for any period during
                           which it fails to meet applicable performance
                           standards;

                  (5)      For failure to provide data, documents, record or
                           reports or any other information required by this
                           Franchise Agreement: $50.00/ for each day the
                           violation continues;

                  (6)      For failure to test, analyze and report on the
                           performance of the system following a request by the
                           Town: $50.00/ for each day the violation continues.

SECTION 13.  WAIVER.

The failure of the Town at any time to require performance by Falcon of any
provision hereof shall in no way affect the right of the Town hereafter to
enforce the same. Nor shall the waiver by the Town of any breach of any
provision hereof be taken to be a waiver of any succeeding breach of such
provision, or as waiver of the provision itself.

SECTION 14.  CUMULATIVE PROVISIONS.

The rights and remedies reserved to the Town by this Franchise Agreement are
cumulative and shall be in addition to and not in derogation of any other rights
or remedies which the Town may have with respect to the subject matter of this
Franchise Agreement, and a waiver thereof at any time shall have no effect on
the enforcement of such rights or remedies at a future time.

SECTION 15.  NO JOINT VENTURE.

Nothing herein shall be deemed to create a joint venture or principle-agent
relationship between the parties,



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and neither party is authorized to, nor shall either party act toward third
persons or the public, in any manner which would indicate any such relationship
with the other.

SECTION 16.  ENTIRE AGREEMENT.

This agreement and all attachments hereto, as incorporated herein, represent the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, supersede all prior oral negotiations between the
parties, and can be amended, supplemented, modified, or changed only by a
written document executed by the parties.

SECTION 17.  FORCE MAJEURE.

Notwithstanding any provision of the contrary contained herein, neither the Town
nor the Grantee shall be held liable for or suffer any penalty or detriment for,
any failure to comply with any provision of this Franchise Agreement if such
failure to comply accrues from any act of God or any other condition not within
the reasonable control of such non-complying person; provided, however, that
this provision shall not apply to Grantee's financial obligations hereunder.

SECTION 18.  NOTICES.

All notices and other communications hereunder shall be in writing and shall be
deemed to have been given on the date of actual delivery, by registered or
certified mail, return receipt request, postage prepaid. The address for service
of notice to the Grantee shall be addressed to Falcon Cable Media, Post Office
Box 236, Holly Ridge, North Carolina 28445. Notices to the Town shall be
addressed to the Town Clerk, Town of Grifton, Post Office Box 579, Grifton,
North Carolina 28530. Either the Town or the Grantee may change address to which
all notices shall be sent by addressing a notice of such change in the manner
provided in this section.

         ADOPTED AND EFFECTIVE THIS THE 9TH DAY OF DECEMBER 1997, after being
introduced, read and adopted during the two regularly scheduled meetings of
12-3, 1997 and 12-9, 1997.

         FOR THE TOWN OF GRIFTON


                                       /s/ Ralph L. Thaxton
                                   ---------------------------
                                               Mayor

         Town Seal



ATTEST:                               Approved as to legal form and sufficiency:

           /s/ Patricia H. Bryan        /s/ Russell Houston
          ------------------------     --------------------------------
                  Town Clerk                    Town Attorney



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FOR FALCON CABLE MEDIA:

                                    BY:  /s/ Howard Gan
                                        ----------------------------------
                                               Vice President

                                    DATE: 1/20/98
                                          --------------------------------

ATTEST:                             BY:        /s/ Laura Dainko
                                        ----------------------------------

                                    TITLE:     Admin Asst
                                          --------------------------------

                                    DATE:      1/20/98
                                          --------------------------------


Notary Certification:



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APPENDIX A


                           Customer Service Standards

1.       Subscriber Privacy

         In accordance with the Act, the company shall abide by the provisions
         of the Act; and no less than annually, provide notice in the form of a
         separate written statement to subscribers the provision of the Act.

2.       Employee Identification

         When calling in person, on subscribers or other residents, all
         employees or authorized representatives of the Grantee, including
         subcontractors, are required to display an employee identification card
         with their name, photograph and signature, and a telephone number that
         can be used for verification of the representative capacity with the
         Grantee. All vehicles, including subcontractors, shall display the name
         of the cable-telecommunications company.

3.       Office and Telephone Availability

         A.       Knowledgeable, qualified company representatives shall be
                  available to respond to customer telephone inquiries Monday
                  through Friday during normal business hours. Additionally,
                  based on community needs, system shall staff telephone for
                  supplemental hours on weekdays and/or weekends.
         B.       Under normal operating conditions, telephone answer time by a
                  customer service representative, including wait time required
                  to transfer the call, shall not exceed 30 seconds. This
                  standard shall be met no less than seventy-five percent of the
                  time measured on an annual basis.
         C.       Under normal operating conditions, the customer shall receive
                  a busy signal less than three percent of the total time that
                  the cable office is open for business. This standard shall be
                  met no less than seventy-five percent of the time measured on
                  an annual basis.
         D.       Customer service center and bill payment locations shall be
                  open for transactions Monday through Friday during normal
                  business hours.
         E.       Grantee shall be responsible for adopting, publishing and
                  implementing subscriber complaint procedures. The procedures
                  shall be designed to resolve subscriber complaints in a timely
                  and satisfactory manner; to develop sensitivity and
                  responsiveness to subscriber needs on the part of the
                  franchise management; and to improve the quality and
                  dependability of services to subscribers by the Grantee.
                  Established Complaint Procedures shall include specific
                  provisions for registering subscriber repair service
                  complaints received by telephone twenty-four (24) hours each
                  day and seven (7) days each week; for permitting subscriber
                  repair service complaints to be received at the Grantee's
                  business office from 8:00 a.m. until 5:00 p.m. on Monday
                  through Friday of each week; and the address of the Grantee's
                  business office.

4.       Installations, Outage and Service Calls



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         Under normal operating conditions, each of the following standards
         shall be met no less than 75% of the time measured on an annual basis.
         A.       Standard installation, excluding underground, shall be
                  performed within seven business days after an order has been
                  placed. "Standard" installations are up to 188 feet from the
                  existing distribution system. This standard shall be met
                  seventy-five percent of the time.
         B.       Excluding those situations beyond the control of the Grantee,
                  the Grantee shall respond to system-wide service interruptions
                  promptly, and no later than 6 hours after the interruption
                  becomes known to the Grantee. Grantee must begin actions to
                  correct service problems unrelated to outages the next
                  business day after notification to the Grantee of the service
                  problem.
         C.       The appointment window alternatives for installations, service
                  calls and other installation activities shall be (a) morning,
                  (b) afternoon, or (c) all day during normal business hours.
                  Additionally, based upon community needs, the Grantee shall
                  schedule supplemental hours during which appointments can be
                  set.
         D.       If, at any time, an installer or technician is running late,
                  an attempt to contact the customer shall be made and the
                  appointment rescheduled as necessary at a time which is
                  convenient for the customer.
         E.       The Grantee shall render efficient service, make repairs
                  promptly and interrupt service only for good cause and for the
                  shortest time possible.
         F.       Grantee shall receive customer calls twenty-four (24) hours
                  per day and respond to single customer outage complaint calls
                  until 7:00 p.m. on normal business days. The intent is that if
                  a single subscriber suffers a service interruption, Falcon
                  Cable will take action to correct the interruption the same
                  day until 7 p.m. or if after 7 p.m., Falcon will correct the
                  problem the next business day. After 7:00 p.m. on any day,
                  trained technicians shall respond to calls if three (3) or
                  more complaints are received by subscribers served in a common
                  area.

5.       Communication, Statements, Refunds and Credits

         A.       The cable company shall provide written information in each of
                  the following areas at the time of installation and at any
                  future time upon request (this standard shall be met no less
                  than ninety-five percent of the time measured on an annual
                  basis):
                          -     products and services offered;
                          -     prices and service options;
                          -     installation and service policies;
                          -     how to use the cable service
         B.       Statements (billing) shall be clear, concise and 
                  understandable.
                  The itemized charges identified on the subscriber bill as the
                  total charge for cable service must include all fees and
                  costs.
         C.       Refund checks shall be issued promptly, but no later than the
                  earlier of 45 days or the customer's next billing cycle
                  following the resolution of the request, and the return of the
                  equipment supplied by the cable company. This standard shall
                  be measured on an annual basis and shall be met ninety-five
                  percent of the time.
         D.       Customers shall be notified in writing a minimum of 30 days in
                  advance of any rate or channel change, provided the change is
                  within the control of the Grantee. This performance shall be
                  measured on an individual basis and shall be met one hundred
                  percent of the time.



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         E.       Outage credit granted to subscribers as follows:
                      Should Grantee fail to correct a service problem,
                      pertaining to a service interruption, within 24 hours
                      after having been provided notice, upon request of the
                      subscriber, Grantee shall credit 1/30th of the monthly
                      charge for the affected tier or premium service program to
                      the subscriber for each 24-hour period or fraction thereof
                      following the first 24-hour period during which the
                      subscriber experiences reduced service. This performance
                      is measured on an individual basis.

6.       Complaint - Appeals

         A.       Upon notification by a subscriber of an unresolved complaint,
                  the Town Manager shall determine the facts of the complaint by
                  obtaining information from the subscriber and the Grantee; and
                  shall act to resolve the complaint in a manner consistent with
                  the authority granted the Town Manager by the Board.

         B.       The Town reserves the right to regulate the rates to the
                  maximum extent allowed by law, to include the filing of
                  complaints at the FCC, as may be permitted by applicable law.


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