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                                                                  EXHIBIT 10.1.5

                                  CHAPTER 17

                             VILLAGE OF GRAYSLAKE

                     CABLE TELEVISION FRANCHISE ORDINANCE

17.01 SHORT TITLE.

     This chapter shall be known and may be cited as the "Village of Grayslake
Cable Television Franchise Ordinance."

17.02 DEFINITIONS.

     For the purpose of this chapter the following terms, phrases, words, and
their derivations shall have the meaning given herein:

     "Additional Service" means any subscriber service provided by the grantee
for which a special charge is made based on program or service content, time, or
spectrum space usage.

     "Basic Service" means all subscriber services provided by the Grantee in
one or more service tiers for an established regular monthly fee, which includes
at a minimum the delivery of local broadcast stations, and public, educational
and government access channels. Basic Service does not include optional program
and satellite service tiers, a la carte services, per channel, per program, or
auxiliary services for which a separate charge is made. However, Grantee may
include other satellite signals on the Basic Service tier.

     "Board" means the Village Board of Trustees.

     "Cable Service" means the one-way transmission to subscribers of video
programming or other programming service and subscriber interaction, if any,
which is required for the selection or use of such programming or other
programming service. This definition does not authorize, and shall not be
construed, interpreted, or applied to authorize, the use of the Cable System for
telephone, data, or voice communication services, which services are not
authorized by this chapter.

     "Cable System" or "System" or "Cable Television System" means a system of
antennas, cables, wires, lines, towers, wave guides, or other conductors,
converters, equipment or facilities, designed and constructed for the purpose of
producing, receiving, transmitting, amplifying and distributing, audio, video,
and other forms of electronic, electrical or optical signals, which includes
cable television service and which is located in the Village. The definition
shall not include any such facility that serves or will serve only subscribers
without using Village rights-of-way. The definition of "Cable System" shall not
be construed, interpreted, or applied to authorize telephone, data, or voice
communication services, and no such telephone, data, or voice communication
services are authorized by this chapter. In addition, the definition of "Cable
System" shall not be deemed to circumscribe any valid authority of any
governmental body, including the Village, to regulate the activities of
telephone or telegraph companies, or the provision of any service over the Cable
System that is not a "cable service" as such term is defined herein.
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     "Class IV Channel" means a signaling path provided by a cable
communications system to transmit signals of any type from a subscriber terminal
to another point in the cable communications system.

     "Complaint" means any complaint regarding service, picture quality, charges
or other matter relating to the cable system made by a customer to the Grantee,
whether in written or oral form.

     "Control" or "Controlling Interest" means actual working control or
ownership of a System in whatever manner exercised. A rebuttable presumption of
the existence of control or a controlling interest shall arise from the
beneficial ownership, directly or indirectly, by any Person or Entity (except
underwriters during the period in which they are offering securities to the
public) of 5 percent or more of a Cable System or the Franchise under which the
System is operated. A change in the control or controlling interest of an Entity
which has control or a controlling interest in a Grantee shall constitute a
change in the control or controlling interest of the System under the same
criteria. Control or controlling interest as used herein may be held
simultaneously by more than one Person or group of Persons.

     "Converter" means an electronic device which converts signals to a
frequency not susceptible to interference, within the television receiver of a
subscriber, and by an appropriate channel selector also permits a subscriber to
view more than 12 channels delivered by the system at designated converter dial
locations.

     "FCC" means the Federal Communications Commission and any legally
appointed, designated or elected agent or successor.

     "Grantee" means a person or entity to whom or which a franchise under this
chapter is granted by the Village, along with the lawful successors or assigns
of such person or entity.

     "Gross Revenues" means all revenue collected directly or indirectly by the
Grantee, arising from or attributable to the provision of cable service by the
Grantee within the Village including, but not limited to: fees charged
Subscribers for any basic, optional, premium, per-channel or per-program
service; franchise fees; installation and re-connection fees; leased channel
fees; converter rentals and/or sales; program guide revenues; studio or
production equipment rentals; late or administrative fees; upgrade, downgrade or
other change-in-service fees; advertising revenues; revenues from home shopping
and bank-at-home channels; revenues from the sale, exchange, use or cable cast
of any programming developed on the system for community or institutional use;
and any value (at retail price levels) of any non-monetary remuneration received
by Grantee in consideration of the performance of advertising or any other
service of the system; provided, however, that this shall not include any taxes
on services furnished by the Grantee herein imposed directly upon any subscriber
or user by the state, local or other governmental unit and collected by the
Grantee on behalf of the governmental unit.

     "Installation" means the connection of the System from feeder cable to
subscribers'terminals.

     "May" is permissive.

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     "Monitoring" means observing a communications signal, or the absence of a
signal, where the observer is neither the subscriber nor the programmer, whether
the signal is observed by visual or electronic means, for any purpose
whatsoever; provided monitoring shall not include system-wide, non-individually
addressed sweeps of the system for purposes of verifying system integrity,
controlling return paths transmissions, or billing for pay services.

     "Normal Business Hours" means those hours during which similar businesses
in the Village are open to serve customers. In all cases, normal business hours
must include some evening hours at least one night per week, and some weekend
hours.

     "Normal Operating Conditions" means those service conditions that are
within the control of the Grantee. Those conditions that are not within the
control of the Grantee are defined in Section 40 of this chapter.

     "Person" means any natural person, or any association, firm, partnership,
joint venture, corporation, or other legally recognized entity or organization,
whether for-profit or not-for-profit, but excluding the Village.

     "Public Way" means, except where expressly limited by this chapter or a
franchise and, in any event, only to the extent necessary to permit the
installation and maintenance of a Cable System, the surface, the air space above
the surface, and the area below the surface of any public street, highway, lane,
path, alley, sidewalk boulevard, drive, bridge, conduit, tunnel, park, park-way,
waterway, utility easement (as defined in Section 541 of the Cable Act) or other
public right-of-way now or hereafter held by, or dedicated to, the Village in
which the rights and title of the Village are such as to entitle the Village and
the Grantee to the use thereof for the purpose of installing and maintaining the
Grantee's Cable System. No reference in this chapter to "Public Way" shall be
deemed to be a representation or guarantee by the Village that its title or
interest in any property is sufficient to permit its use for such purpose, and a
franchise shall, by the use of such term, be deemed to grant only such rights to
use property in the Village as the Village may have the right and power to grant
in such franchise.

     "Shall" is mandatory.

     "Service Area" means all areas within the Village corporate limits.

     "Service Interruption" or "Outage" means the loss of either picture or
sound or both for any channel for single or multiple subscriber(s).

     "Street" means the surface of and all rights-of-way and the space above and
below any public street, road, highway, freeway, lane, path, Public Way or
place, sidewalk, alley, court, boulevard, parkway, drive or easement now or
hereafter held by the Village for the purpose of public travel.

     "Subscriber" means any person, firm, Grantee, corporation, or association
lawfully receiving Cable Service provided by a Grantee pursuant to this chapter.

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     "User" means a party utilizing a cable television system channel for
purposes of production or transmission of material to subscribers, as contrasted
with receipt thereof in a subscriber capacity.

     "Village" means the Village of Grayslake, Illinois.

     "Village Administrator" means the Village Administrator of the Village or
his or her designee.

17.03 RIGHTS AND PRIVILEGES OF GRANTEE.

     Any cable television franchise granted by the Village shall grant to the
Grantee the right and privilege to erect, construct, operate, and maintain in,
upon, along, across, above, over, and under the streets now in existence and as
may be created or established during its terms any poles, wires, cable,
underground conduits, manholes, and other television conductors and fixtures
necessary for the maintenance and operation of a Cable System, but only in
strict compliance with the provisions of such franchise and this chapter. Each
such franchise shall include the following terms: (1) a franchise fee not less
than the fee required pursuant to Section 29 of this chapter; (2) performance
security not less than the security required pursuant to Section 14 of this
chapter; (3) a franchise term not longer than the maximum term provided in
Section 6 of this chapter, and (4) specially designated noncommercial channels
for use by local governmental, educational, and public authorities as provided
in Section 35 of this chapter.

17.04 AGREEMENT AND INCORPORATION OF APPLICATION BY REFERENCE.

     (a) The execution of a franchise agreement by the Grantee shall be
agreement and acknowledgment of the Grantee to be bound by all the terms and
conditions contained in this chapter.

     (b) The Grantee shall provide all services specifically set forth in its
application and shall provide cable television service within the confines of
the Village; and by its acceptance of the franchise, the Grantee specifically
grants and agrees that its application is thereby incorporated by reference and
made a part of the franchise.

17.05 FRANCHISE TERRITORY.

     Any franchise is for the current territorial limits of the Village and for
any area henceforth added thereto during the term of the franchise.

17.06 DURATION AND ACCEPTANCE OF FRANCHISE.

     Any franchise and the rights, privileges and authority hereby authorized
shall take effect and be in force from and after the signing of a franchise
agreement by the Village, as provided by law, and shall continue in force and
effect for an initial term of no longer than 12 years; provided, however, that
such franchise shall have no force or effect and shall be null and void except
only if the Grantee, within 30 days after the date of Village approval of the
franchise, shall file with the Village its unconditional acceptance of the
franchise and promise to comply with and abide by all

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of its provisions, terms and conditions and the provisions of this chapter. Such
acceptance and promise shall be in writing duly executed and sworn to, by, or on
behalf of the Grantee before a notary public or other officer authorized by law
to administer oaths. Such franchise shall be non-exclusive and revocable.

17.07 FRANCHISE RENEWAL.
     
     (a) To the extent applicable, current federal procedures and standards
pursuant to 47 U.S.C. (S) 546 shall govern the renewal of any franchise awarded
under this chapter.

     (b) In the event that any or all of the applicable provisions of federal
law are repealed or otherwise modified, and to the full extent consistent with
such applicable provisions then in effect, the following section(s) shall apply:

          (1) At least 24 months prior to the expiration of the franchise, the
              Grantee shall inform the Village in writing of its intent to seek
              renewal of the franchise.

          (2) The Grantee shall submit a proposal for renewal which
demonstrates:

                a.   That it has been and continues to be in substantial
                     compliance with the terms, conditions, and limitations of
                     this chapter and its franchise;

                b.   That its system has been installed, constructed, maintained
                     and operated in accordance with the accepted standards of
                     the industry, and this chapter and its franchise;

                C.   That it has the legal, technical, financial, and other
                     qualifications to provide the services, facilities, and
                     equipment set forth in its proposal; and

                d.   That it has made a good faith effort to provide services
                     and facilities which accommodate the demonstrated needs and
                     interests of the community as may be reasonably ascertained
                     by the Village, with public input; and that it has made a
                     good faith effort to maintain, operate, and extend its
                     system as the state of the art progresses so as to assure
                     its Subscribers high quality service, balanced against the
                     costs of such needs and interests.

          (3)  The Village shall proceed to determine whether the Grantee has
               satisfactorily performed its obligations under the franchise. To
               determine satisfactory performance, the Village shall consider
               technical developments, performance of the system and the quality
               of the operator's service, including signal quality, response to
               customer complaints, and billing practices, but without regard to
               the mix or quality of cable services or other services provided
               over the system. The Village shall also consider the Grantee's
               reports made to the Village and to the FCC, and the Village may
               require the Grantee to make

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                available specified records, documents, and information for this
                purpose, and may inquire specifically whether the Grantee will
                supply services sufficient to meet community needs and interests
                in light of the costs of such needs and interests. Provision
                shall be made for public comment with adequate prior notice of
                at least 10 days.

          (4)   The Village shall then prepare any amendments to this chapter
                and the franchise that it believes necessary.

          (5)   If the Village finds the Grantee's performance satisfactory, and
                finds the Grantee's technical, legal, and financial abilities
                acceptable, and finds the Grantee's renewal proposal meets the
                future cable-related needs of the Village, balanced against the
                costs of meeting these needs and interests, a new franchise
                shall be granted pursuant to this chapter as amended for a
                period to be determined by the Village.

          (6)   If the Grantee is determined by the Village to have performed
                unsatisfactorily, new applicants may be sought and evaluated and
                a franchise award shall be made by the Village according to
                franchising procedures adopted by the Village.

17.08 FRANCHISE REVIEW AND MODIFICATION.

      (a) To the extent applicable, the modification provisions of the Cable
Act, as the same may be amended from time to time, shall govern the procedures
and standards for modification of a franchise. The Grantee may file a request
for modification of a franchise with the Village in accordance with said
modification provisions at any time during the term of the franchise.

      (b) To the extent that the modification provisions of the Cable Act, as
the same may be amended from time to time, are repealed or otherwise not
applicable, a franchise may be modified to the extent pen-permitted by
applicable law, according to the standards set forth in Subsection (c) below and
in other applicable provisions of this chapter.

      (c) It shall be the policy of the Village to amend a franchise with the
consent of the Grantee when necessary to enable the Grantee to take advantage of
technological advancements that will afford the Grantee an opportunity to more
effectively, efficiently, or economically serve the Subscribers; provided,
however, that this Subsection shall not be construed to require the Village to
adopt any such amendment. Further, the Village may modify or revise the terms of
a franchise at any time if necessary to protect the public health or safety.

17.09 POLICE POWERS.

      (a) In accepting a franchise, the Grantee acknowledges that its rights
thereunder are subject to the police power of the Village to adopt and enforce
general ordinances necessary to the safety and welfare of the public; and it
agrees to comply with all applicable general laws and ordinances enacted by the
Village pursuant to such power.

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      (b) Any conflict between the provisions of a franchise and any other
present or future lawful exercise of the Village's police powers shall be
resolved in favor of the latter.

17.10 FRANCHISE REQUIRED.

      No cable television system shall be allowed to operate or to occupy or use
any Public Way for system installation and maintenance purposes without a
franchise.

17.11 USE OF GRANTEE FACILITIES.

      The Village shall have the right to install and maintain free of charge
upon the poles of the Grantee any wire or pole fixtures that do not unreasonably
interfere with the cable television system operations of the Grantee. The
Village shall indemnify and hold harmless the Grantee from any claim that might
arise due to or as a result of the Village's use.

17.12 INITIAL FRANCHISE COSTS.

      Grantee shall pay all costs and charges incidental to the awarding or
enforcing of its initial franchise, including but not limited to:
administrative, engineering, legal and consulting expenses, all costs of
publications of notices prior to any public meeting provided for pursuant to
this chapter, and any costs not covered by application fees incurred by the
Village in its study, preparation of proposal documents, evaluation of all
applications, and examinations of the applicant's qualifications.

17.13 NOTICES.

      All notices from the Grantee to the Village pursuant to any franchise
shall be sent to the Office of the Village President, with a copy to the Village
Administrator. The Grantee shall maintain with the Village, throughout the term
of the franchise, an address for service of notices by mail. The Grantee shall
maintain a central office to address any issues relating to operating under this
chapter.

17.14 LETTER OF CREDIT AND CASH SECURITY DEPOSIT.

      (a) Within 15 days after the award of an initial franchise, the Grantee
shall deposit with the Village either an irrevocable letter of credit from a
financial institution acceptable to the Village Board of Trustees or a cash
security deposit in the amount of $100,000.00. The form and content of such
letter of credit shall be approved by the Village Attorney. No interest shall be
paid on any cash deposit.

      (b) Within 15 days after the award of a renewal franchise, the Grantee
shall deposit with the Village an irrevocable letter of credit from a financial
institution acceptable to the Village Board of Trustees in the amount of
$25,000.00 and a cash security deposit in the amount of $5,000.00. The form and
content of such letter of credit shall be approved by the Village Attorney. No
interest shall be paid on any cash security deposit.

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     (c) The letter of credit and cash security deposit shall be used to ensure
the faithful performance of the Grantee of all provisions of this chapter, and
to ensure compliance with all orders, permits and directions of any agency,
commission, board, department, division, or office of the Village having
jurisdiction over its acts or defaults under this chapter, and to ensure the
payment by the Grantee of any claims, liens, and taxes and penalties assessed
pursuant to Section 47 of this chapter due the Village which arise by reason of
the construction, operation or maintenance of the system.

     (d) The letter of credit and cash security deposit shall be maintained at
the amount established herein for the entire term of the franchise, even if
amounts have to be withdrawn pursuant to this chapter. Grantee shall promptly
replace any amounts withdrawn from the letter of credit or security deposit.

     (e) If the Grantee fails to pay to the Village any compensation within the
time fixed herein; or fails to pay to the Village any penalties assessed on
taxes due and unpaid; or fails to repay the Village any damages, costs or
expenses which the Village incurs as a result of the Grantee's failure to comply
with all rules, regulations, orders, permits, and other directives of the
Village issued pursuant to a franchise or which the Village is compelled to pay
by reason of any act or default of the Grantee in connection with a franchise;
or fails to properly and adequately restore any public way, public property or
private property disturbed by the Grantee's activities; or fails to pay any
costs incurred by the Village in connection with the award of any franchise or
renewal franchise; or otherwise fails to faithfully perform the duties and
responsibilities of a franchise then the Village may withdraw money from the
letter of credit or cash security fund in accordance with the procedures set
forth in Subsection (f) below.

     (f) The Village shall provide Grantee with written notice informing Grantee
that such amounts are due to the Village. The written notice shall describe, in
reasonable detail, the reasons for the assessment. The Grantee shall have 15
days subsequent to receipt of the notice within which to cure every failure
cited by the Village or to notify the village that there is a dispute as to
whether Grantee believes such amounts are due the Village. Such notice by the
Grantee to the Village shall specify with particularity the basis of Grantee's
belief that such monies are not due the Village.

     (g) The rights reserved to the Village with respect to the letter of credit
and cash security deposit are in addition to all other rights of the Village,
whether reserved by the franchise or authorized by law, and no action,
proceeding or exercise of a right with respect to such letter of credit and
security deposit shall affect any other right the Village may have.

     (h) The letter of credit shall contain the following endorsement: "It is
hereby understood and agreed that this letter of credit may not be canceled by
the issuer bank nor the intention not to renew be stated by the issuer bank
until 45 days after receipt by the Village, by registered mail, of a written
notice of such intention to cancel or not to renew."

     (i) Receipt of the 45-day notice by the Village shall be construed as a
default granting the Village the right to immediate payment from the issuer bank
of the entire amount of the letter of credit.

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     (j) The Village, at any time during the term of a franchise, may waive, in
writing, Grantee's requirement to maintain a letter of credit or cash security
deposit.

17.15 CONSTRUCTION BOND.

     (a) Prior to being approved for an initial installation of a system, the
Grantee shall file with the Village a construction bond in the amount of not
less than 110 percent of the costs to install the System in the service area
contained in the application or renewal proposal in favor of the Village. This
bond shall be maintained throughout the construction period and until such time
as determined by the Village, unless specified in the franchise agreement.

     (b) Prior to being approved for an upgrade of the system that involves
significant excavation or other disturbance of Public Way, the Grantee shall
file with the Village a performance bond in the amount of not less than
$100,000.00. This bond shall be maintained throughout the upgrade period and
until such time as determined by the Village, unless specified in the franchise
agreement.

     (c) If the Grantee fails to diligently pursue and complete the construction
required for the installation or upgrade of its cable system, or fails to well
and truly observe, fulfill and perform each term and condition of this chapter
or of the franchise as it relates to construction, installation or upgrade of
the system, then there shall be recoverable jointly and severally, from the
principal and surety of the bond, the cost of completing such construction and
any damages or loss suffered by the Village as a result, including the full
amount of any compensation, indemnification, or cost of removal or abandonment  
of any property of the Grantee, plus a reasonable allowance for attorney's fees,
including the Village's legal staff, and costs, up to the full amount of the
bond. This Section shall be an additional remedy for any and all violations
outlined in Subsection 14(e).

     (d) The bond shall contain the following endorsement: "It is hereby
understood and agreed that this bond may not be canceled by the surety nor the
intention not to renew be stated by the surety until 45 days after receipt by
the Village, by registered mail, a written notice of such intent to cancel or
not to renew."

     (e) Upon receipt of a 45-day notice, this shall be construed as default
granting the Village the right to demand payment on the bond.

     (f) The Village, at any time during the term of this chapter, may, in
writing, waive or reduce Grantee's requirement to maintain a performance bond.

17.16 LIABILITY AND INSURANCE.

     (a) The Grantee shall maintain and by its acceptance of a franchise
specifically agrees that it will maintain throughout the term of the franchise,
liability insurance insuring the Grantee and the Village and the Village's
officers, boards, commissions, elected and appointed officials, agents, and
employees, in the minimum amounts of-.

         (1)  $2,000,000.00 for bodily injury or death to each person;

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          (2)  $3,000,000.00 for bodily injury or death from any one accident;
          
          (3)  $3,000,000.00 for property damage from any one accident;
          
          (4)  $2,000,000.00 for all other types of liability.

     (b)  The Grantee shall carry and maintain in its own name automobile
liability insurance with a limit of $2,000,000 for each person and $2,000,000
for each accident for property damage with respect to owned and non-owned
automobiles for the operation of which the Grantee is responsible

     (c)  The certificate of insurance obtained by the Grantee in compliance
with this Section must be approved by the Village Attorney and such insurance
policy certificate of insurance, along with written evidence of payment of
required premiums, shall be filed and maintained with the Village during the
term of the franchise. The Grantee shall immediately advise the Village Attorney
of any litigation that may develop that would affect this insurance.

     (d)  Neither the provisions of this Section, nor any damages recovered by
the Village thereunder, shall be construed to or limit the liability of the
Grantee under any franchise issued hereunder or for damages.

     (e)  Such insurance policies provided for herein shall name the Grantor,
its officers, boards, commissions, agents and employees as additional insured,
and shall be primary to any insurance carried by the Grantor. The insurance
policies required by this Section shall be carried and maintained by the Grantee
throughout the term of the franchise and such other period of time during which
the Grantee operates or is engaged in the removal of its cable system. Each
policy shall contain the following endorsement: "It is hereby understood and
agreed that this insurance policy may not be canceled by the surety nor the
intention not to renew be stated by the surety until 30 days after receipt by
the Village, by registered mail, of written notice of such intention to cancel
or not to renew."

17.17 INDEMNIFICATION.

     (a)  The Village shall not at any time be liable for injury or damage
occurring to any Person or property from any cause whatsoever arising out of the
construction, maintenance, repair, use, operation, condition or dismantling of
the Grantee's Cable Television System or due to the act or omission of any
Person or entity other than the Village or those Persons or entities for which
the Village is legally liable as a matter of law.

     (b)  The Grantee shall, at its sole cost and expense, indemnify and hold
harmless the Village, all associated, affiliated, allied and subsidiary entities
of the Village now existing or hereinafter created, and their respective
officers, boards, commissions, employees, agents, attorneys and contractors
(hereinafter referred to as "Indemnitees'~ from and against:

          (1) Any and all liabilities, obligations, damages, penalties, claims,
     liens, costs, charges, losses and expenses (including, without limitation,
     fees and

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          expenses of attorneys, expert witnesses and consultants), which may be
          imposed upon, incurred by or asserted against the Indemnitees by
          reason of any act or omission of the Grantee, its personnel,
          employees, agents, contractors or subcontractors, resulting in
          personal injury, bodily injury, sickness, disease or death to any
          Person or damage to, loss of or destruction of tangible or intangible
          property, libel, slander, invasion of privacy and unauthorized use of
          any trademark, trade name, copyright, patent, service mark or any
          other right of any Person, firm or corporation, which may arise out of
          or be in any way connected with the construction, installation,
          operation, maintenance, use or condition of the Cable Television
          System caused by Grantee, its subcontractors or agents or the
          Grantee's failure to comply with any federal, state or local statute,
          ordinance or regulation.

     (2)  Any and all liabilities, obligations, damages, penalties, claims,
          liens, costs, charges, losses and expenses (including, without
          limitation, fees and expenses of attorneys, expert witnesses and
          consultants), which are imposed upon, incurred by or asserted against
          the Indemnitees by reason of any claim or lien arising out of work,
          labor, materials or supplies provided or supplied to the Grantee, its
          contractors or subcontractors, for the installation, construction,
          operation or maintenance of the Cable Television System. Upon the
          written request of the Village such claim or lien shall be discharged
          or bonded within 15 days following such request.

     (3)  Any and all liabilities, obligations, damages, penalties, claims,
          liens, costs, charges, losses and expenses (including, without
          limitation, fees and expenses of attorneys, expert witnesses and
          consultants), which may be imposed upon, incurred by or asserted
          against the Indemnitees by reason of any financing or securities
          offering by Grantee or its Affiliates for violations of the common law
          or any laws, statutes or regulations of the State of Illinois or of
          the United States, including those of the Federal Securities and
          Exchange Commission, whether by the Grantee or otherwise; excluding
          therefrom, however, claims which are solely based upon and arise
          solely out of information supplied by the Village to the Grantee in
          writing and included in the offering materials with the express
          written approval of the Village prior to the offering.

   (c) The Grantee undertakes and assumes for its officers, agents, contractors
and subcontractors and employees all risk of dangerous conditions, if any, on or
about any village-owned or controlled property, including public rights-of-way
and easements, and the Grantee hereby agrees to indemnify and hold harmless the
Indemnitees against and from any claim asserted or liability imposed upon the
Indemnitees for personal injury or property damage to any Person arising out of
the installation, operation, maintenance or condition of the Cable Television
System or the Grantee's failure to comply with any federal, state or local
statute, ordinance or regulation, except for any claim asserted or liability
imposed upon the Indemnitees that arises or is related to willful negligence by
the Indemnitees.

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     (d) In the event any action or proceeding shall be brought against the
Indemnitees by reason of any matter for which the Indemnitees are indemnified
hereunder, the Grantee shall, upon notice from any of the Indemnitees, at the
Grantee's sole, cost and expense, resist and defend the same with legal
counsel acceptable to the Village Attorney, provided further, however, that the
Grantee shall not admit liability in any such matter on behalf of the
Indemnitees without the written consent of the Village Attorney or the Village
Attorney's designee.

     (e) The Village shall give the Grantee prompt notice of the making of any
written claim or the commencement of any action, suit or other proceeding
covered by the provisions of this Section.

     (f) Nothing in this chapter or in any franchise is intended to, or shall be
construed or applied to, express or imply a waiver by the Village of statutory
provisions, privileges or immunities of any kind or nature as set forth in
Illinois Statutes, including the limits of liability of the Village as exists
presently or as may be increased from time to time by the Legislature.

17.18 RIGHTS OF INDIVIDUALS.

     (a) The Grantee shall not deny service, deny access, or otherwise
discriminate against subscribers, channel users, or general citizens on the
basis of race, color, religion, national origin, income, gender, marital status,
sexual preference or age. The Grantee shall comply at all times with all other
applicable federal, state and local laws and regulations and all executive and
administrative orders relating to nondiscrimination which are hereby
incorporated and made part of this chapter by reference.

     (b) The Grantee shall strictly adhere to the equal employment opportunity
requirements of the Federal Communications Commission and of state and local
governments, and as amended from time to time.

     (c) The Grantee shall, at all times, comply with the privacy requirements
of state and federal law.

     (d) Grantee shall make cable service available to all residential areas
within the Village, provided that all such permission as may be required from
the owner of the property is reasonably available, and that service can be
provided in accordance with the line extension requirements of Section 21.
Grantee will only be required to provide service to multi-dwelling units so long
as the owner of the facility consents to the following:

         (1)  To Grantee's providing of the service to units of the facility;
         
         (2)  To reasonable conditions and times for installation, maintenance
              and inspection of the system on the facility premises;

         (3)  To reasonable conditions promulgated by Grantee to protect
              Grantee's equipment and to encourage widespread use of the system;
              and

                                     -12-
<PAGE>
 
          (4)  To not demand payment from Grantee for permitting Grantee to
               provide service to the facility and to not discriminate in rental
               charges, or otherwise, between tenants who receive Cable Service
               and those who do not.

17.19 PUBLIC NOTICE.

     Minimum public notice of any public meeting relating to the franchise shall
follow state statutory requirements and shall be on at least one channel of the
Grantee's System between the hours of 7:00 p.m. and 9:00 p.m., for five
consecutive days prior to the meeting.

17.20 SERVICE AVAILABILITY AND RECORD REQUEST.

     The Grantee shall provide cable television service throughout the entire
franchise area pursuant to the provisions of this chapter and the franchise and
shall keep a record for at least three years of all requests for service
received by the Grantee. This record shall be available for public inspection at
the local office of the Grantee during regular office hours.

17.21 SYSTEM CONSTRUCTION.

     (a)  New construction timetable.

          (1)  Within two years from the date of the award of an initial
               franchise, the Grantee must make cable television service
               available to every dwelling unit within the service area.

               a. The Grantee must make cable television service available to at
                  least 20 percent of the dwelling units within the service area
                  within six months from the date of the award of the franchise.

               b. The Grantee must make cable television service available to at
                  least 50 percent of the dwelling units within the service area
                  within one year from the date of the award of the franchise.

     (2)  The Grantee, in its application, may propose a timetable of
          construction which will make cable television service available in the
          service area sooner than the above minimum requirements, in which case
          said schedule will be made part of the franchise agreement, and will
          be binding upon the Grantee.

     (3)  Any delay beyond the terms of this timetable, unless specifically
          approved by the Village, will be considered a violation of this
          chapter for which the provisions of either Sections 39 or 47 shall
          apply, as determined by the Village.

     (4)  In special circumstances and for good cause shown by the Grantee, the
          Village, in the exercise of its sole discretion, may waive 100 percent
          completion within the two-year time frame, provided that substantial

                                     -13-
<PAGE>
 
     completion is accomplished within the allotted time frame, substantial
     completion to be not less than 95 percent. Justification for less than 100
     percent must be submitted subject to the approval of the Village.

(b)  Line extensions:

     (1)  In areas of the franchise territory not initially served, a Grantee
          shall be required to extend its system pursuant to the following
          requirements:

          a.   No customer shall be refused service arbitrarily. To expedite the
               process of extending the Cable System into a new subdivision, the
               Village will forward to the Grantee an approved engineering plan
               of each project. Subject to the density requirements, the Grantee
               shall commence the design and construction process upon receipt
               of the final engineering plan. Upon notification from the Village
               that the first home in the project has been approved for a
               building permit, the Grantee shall have a maximum of three months
               to complete the construction/activation process within the
               applicable project phase, barring any unforeseen adverse weather
               or ground conditions.

          b.   The Grantee shall extend and make cable television service
               available to every dwelling unit in all unserved, developing
               areas having at least 25 dwelling units planned per street mile,
               as measured from the existing system, and shall extend its system
               simultaneously with the installation of utility lines.

          c.   The Grantee shall extend and make cable television service
               available to any isolated resident outside the initial service
               area requesting connection at the standard connection charge, if
               the connection to the isolated resident would require no more
               than a standard 125-foot drop line.

     (2)  In areas not meeting the requirements for mandatory extension of
          service, the Grantee shall provide, upon the request of a potential
          subscriber desiring service, an estimate of the Grantee's costs
          required to extend service to the subscriber. The Grantee shall then
          extend service upon request of the potential subscriber. The Grantee
          may require advance payment or assurance of payment satisfactory to
          the Grantee. In the event the area subsequently reaches the density
          required for mandatory extension, such payments shall be refunded to
          the subscriber.

     (3)  In cases of new construction or property development where utilities
          are to be placed underground, all cable system facilities also shall
          be placed underground, except as otherwise specifically approved in
          advance by the Village. If the Grantee receives notice of such new
          construction or property development, including the date on which open
          trenching is available for the

                                      -14-
<PAGE>
 
               Grantee's work (the "Notice"), then the Grantee shall provide, to
               the developer or property owner and to the Village, the
               specifications for its trenching and the Grantee shall install
               its conduit, pedestals and vaults, and laterals within five
               working days after the trenches first become available to the
               Grantee for such work. Costs of trenching and easements required
               to bring service to the development shall be borne by the
               developer or property owner; provided, however, that if the
               Grantee fails to install its conduit, pedestals and vaults, and
               laterals within said five working days, then the cost of any new
               trenching, and easements if necessary, shall be borne by the
               Grantee. The Notice may be given to the Grantee at the address
               stated in the franchise agreement or to the local general manager
               or system engineer of the Grantee. Written or oral notice from
               the developer, property owner, or Village shall be sufficient to
               qualify as the Notice.

     (c) Nothing herein shall be construed to prevent the Grantee from serving
areas of the Village not covered under this Section upon agreement with
developers, property owners, residents, or businesses, provided that all
applicable fees are paid by the Grantee to the Village therefor, including
without limitation the franchise fee provided in this chapter.

     (d) A Grantee, in its new or renewal application, may propose a line
extension policy that will result in serving more residents of the Village than
as required above, in which case the Grantee's policy will be incorporated into
the franchise agreement and will be binding on the Grantee.

     (e) The violation of this Section shall be considered a violation of this
chapter for which the provisions of either Sections 39 or 47 shall apply, as
determined by the Village.

17.22 CONSTRUCTION AND TECHNICAL STANDARDS.

     (a) The Grantee shall construct, install, operate and maintain its system
in a manner consistent with all laws, ordinances, construction standards,
governmental requirements, and FCC technical standards. In addition, the Grantee
shall provide the Village, upon request, a written report of the results of the
Grantee's annual proof of performance tests conducted pursuant to Federal
Communications Commission standards and requirements.

     (b)  The following additional specifications shall apply:

          (1)  Construction, installation and maintenance of the cable
               television system shall be performed in an orderly and
               workmanlike manner. All cables and wires shall be installed,
               where possible, parallel with electric and telephone lines.
               Multiple cable configurations shall be arranged in parallel and
               bundled with due respect for engineering considerations.

          (2)  The Grantee shall at all times comply with the most recent
               version adopted by the Village of:

                                      -15-
<PAGE>
 
          a.   National Electrical Safety Code (National Bureau of Standards);
          b.   National Electrical Code (National Bureau of Fire Underwriters);
          c.   Bell System Code of Pole Line Construction; and
          d.   Applicable FCC or other federal, state and local regulations.

     (3)  In any event, the System shall not endanger or interfere with the
          safety of persons or property in the franchise area or other areas
          where the Grantee may have equipment located.

     (4)  Any antenna structure used in the system shall comply with
          construction, marking, and lighting of antenna structure, required by
          the United States Department of Transportation.

     (5)  All working facilities and conditions used during construction,
          installation and maintenance of the System shall comply with the
          standards of the Occupational Safety and Health Administration.

     (6)  The Grantee regularly shall check radio frequency leakage at reception
          locations for emergency radio services to prove that no interference
          signal combinations are possible. Stray radiation shall be measured
          adjacent to any proposed aeronautical navigation radio sites to prove
          no interference to airborne navigational reception in the normal
          flight patterns. FCC rules and regulations shall govern.

     (7)  The Grantee shall maintain equipment capable of providing standby
          power for head end, transportation and trunk amplifiers for a minimum
          of two hours.

     (8)  In all areas of the Village where the cables, wires and other like
          facilities of public utilities are placed underground, all cables,
          wires and other like facilities of the Grantee installed after the
          effective date of the Grantee's franchise shall be placed underground.
          When public utilities relocate their facilities from pole to
          underground, the Grantee shall concurrently do so at no expense to the
          Village.

(C)  Plans & Permits.

     (1)  Right to review; briefings.

          a.   The Village shall have the right to review the Grantee's
               construction plans and specifications prior to the commencement
               of any new construction to assure compliance with the standards
               specified in this chapter and to inspect all aspects of Cable
               System construction. The

                                      -16-
<PAGE>
 
               Village shall not, however, be required to review or approve such
               plans and specifications or to make such inspections, and the
               Village specifically disclaims such obligation. The Grantee shall
               be solely responsible for taking all steps necessary to assure
               compliance with such standards and to ensure that the Cable
               System is installed in a safe manner and pursuant to the terms
               and conditions of this chapter and the franchise agreement.

          b.   Before beginning new construction of, or on any part of, the
               Cable System, the Grantee's chief engineer or designated
               individual shall meet with the Village Administrator or
               designated individual to explain the Grantee's construction plans
               and work program in detail. Similar briefings shall be held from
               time to time as deemed necessary by either the Village or the
               Grantee until the work is completed.

     (2)  The Grantee shall, within 90 days after the Effective Date of its
          franchise, furnish to the Village complete "as-built" plans of the
          Cable System and shall, thereafter, furnish to the Village amendments
          to such plans within 45 days after completion of any extension or
          modification of the Cable System. If so requested by the Grantee, the
          Village shall keep such as-built plans confidential to the extent
          allowable by law, and shall show such plans only to those employees,
          contractors or Village officials who need to see them as a part of
          their responsibilities to the Village, or pursuant to their J.U.L.I.E.
          responsibilities.

     (3)  The Grantee shall obtain permits from the Village before commencing
          any new construction of or within the Cable System, with specific
          permission being required for the opening or disturbance of any Public
          Way within the Village. The permit application shall include a plan
          drawn in sufficient detail to demonstrate to the Village that the
          Cable System will be constructed in accordance with all applicable
          codes and ordinances. Where cable is to be installed on existing
          poles, the permit application shall include a drawing showing the
          existing poles and additional poles, if requested. Without
          characterizing the violation of other provisions of this chapter, the
          failure to obtain said permits shall constitute a material violation
          of this chapter. The Grantee also, before the commencement of new
          construction of, or on any part of, the Cable System, shall become and
          remain a member of the J.U.L.I.E. system.

     (d) All work involved in the construction, operation, maintenance, repair,
and removal of the Cable System, or any part thereof, shall be performed in a
workmanlike manner using materials of good and durable quality. If, at any
time, it is determined by the Village or any other agency or authority of
competent jurisdiction that any part of the Cable System, including without
limitation any means used to distribute signals over or within the Cable System,
is harmful to the health or safety of any Person, then the Grantee, at its sole
cost and expense, shall promptly correct all such conditions. Any contractor,
subcontractor, or other Person proposed to be employed for the

                                      -17-
<PAGE>
 
installation, maintenance, relocation, or repair of Cable System equipment or
facilities shall be licensed in accordance with applicable laws and shall be
thoroughly experienced in the work for which he or she is retained.

     (e) Unless expressly provided otherwise in the Franchise, the Grantee shall
ia all times comply with any and all rules and regulations enacted or to be
enacted by the Village with reference to construction activity in Public Ways.
All poles, wires, conduits, cables, equipment, pipes, appurtenances, structures,
and other facilities of the Cable System shall be installed and located in
compliance with all applicable Village codes and ordinances and the applicable
provisions of the Franchise so as to cause minimum interference with the rights
and reasonable convenience of the general public, all as determined by the
Village in its sole and absolute discretion. Unless the Village shall in writing
waive its right to review plans, no construction or other work relating to such
facilities within the Public Ways of the Village shall be commenced until the
Village shall have approved and issued a permit on the plans, specifications and
methods for such work. Any such permit may be so conditioned or restricted as
deemed necessary by the Village to assure compliance with the Franchise and to
protect the public health and safety. All such facilities shall at all times be
kept and maintained in a safe condition and in good order and repair. The
Grantee shall at all times employ reasonable care and shall install, maintain,
and use commonly accepted methods and devices for preventing failures and
accidents that are likely to cause damage, injuries or nuisances to the general
public. Suitable barricades, flags, lights, flares or other devices shall be
used at such times and places as are required by applicable ordinances and at
such additional times and places as are required for the safety of all members
of the general public. Any such facilities placed in any Public Way by the
Grantee shall be placed and maintained in such a manner as not to interfere with
the usual travel or other existing or projected uses of such Public Way.

      (f)  Excavation Work and Time Periods.

           (1)  No excavation on or in any Public Way, public property or
                private property in the Village permitted hereunder in
                connection with the installation of any Cable System facilities
                shall be made more than 24 hours immediately before installation
                of such facilities. The Grantee may apply for a waiver in
                unusual circumstances.

           (2)  The Grantee shall notify the Village Administrator at least 72
                hours before any excavation on or in any Public Way, public
                property or private property so that the Village Administrator
                will have the opportunity to inspect such excavation work.

           (3)  All excavations in lawns or grassy parkways shall be promptly
                backfilled, tamped and restored with sod in accordance with the
                applicable provisions of this chapter.

      (g)  Location of Pedestals and Vaults.

           (1)  Pedestals and Similar Above Ground Appurtenances.

                                      -18-
<PAGE>
 
     a.   The Village has determined that pedestals and similar aboveground
          appurtenances located on a Public Way (other than in an alley or as
          provided in Paragraph c below) or on public property will adversely
          affect the appearance of the Village and of the property therein and,
          accordingly, pursuant to Section 541(a)(2) of the Cable Act, the
          Grantee shall not under any circumstances install or locate a pedestal
          or any similar above ground appurtenance on any Public Way (other than
          in an alley or as provided in Paragraph c below) or on any public
          property as a part of any new construction or any relocation or
          reinstallation.

     b.   Pedestals or similar above ground appurtenances may be installed on
          private property only with the express, prior written consent and
          permission of the affected property owner or his or her authorized
          agent, or the duly elected or appointed representative of the affected
          property; provided, however, that such pedestals or above ground
          appurtenances shall comply with all applicable provisions of the
          Grayslake Municipal Code.

     c.   Notwithstanding Paragraph b above, pedestals or similar above ground
          appurtenances may be installed within certain utility easements on
          private property without the consent or permission of the affected
          property owner provided that (i) the Grantee is lawfully authorized to
          use such utility easement pursuant to state or federal law; (ii) no
          such pedestal or similar above ground appurtenance may be installed
          unless, at the time of the desired installation, there exists within
          the utility easement, a similar above ground appurtenance of another
          utility company or entity; and (iii) the Grantee's pedestal or similar
          above ground appurtenance shall be located as close as is practicable
          to said existing above ground appurtenance.

(2)  Vaults.

     a.   The Grantee shall not install underground vaults on any Public Way
          after the effective date of this franchise, except in accordance with
          and pursuant to the provisions of Paragraph d of this subsection. All
          underground vaults shall be flush mounted with the surface of the land
          area.

     b.   The Grantee shall inform the owner of any private property in the
          Village where the Grantee contemplates placing a vault on the parkway
          immediately adjacent to said private property, that the owner has the
          right to elect between the construction and installation of an
          underground vault on the owner's private property or on the Public Way
          (including, without limitation, the parkway) immediately adjacent to
          the owner's property. Said notice shall be in writing, in

                                      -19-
<PAGE>
 
               form and substance acceptable to the Village Administrator, and
               delivered by certified mail or personal delivery to said owner at
               least 30 days immediately before the commencement of construction
               on or around the owner's property.

          c.   If the owner elects to allow construction and installation of an
               underground vault on the owner's property, then the owner shall
               be required to grant the Grantee and easement, in form reviewed
               and approved by the Village Attorney, allowing for such
               construction and installation.

          d.   If the owner (i) elects not to allow construction and
               installation of an underground vault on the owner's property; or
               (ii) fails to respond to the election notice delivered by the
               Grantee pursuant to Paragraph b above within 45 days after the
               owner receives the notice; or (iii) refuses to grant the Grantee
               the easement pursuant to Paragraph c above within 30 days after
               the owner's receipt of an easement document, then the Grantee
               shall be entitled to construct and install an underground vault
               on the Public Way (including, without limitation, the parkway)
               that is immediately adjacent to the owner's property.

17.23 USE OF STREETS.

     (a) The Grantee's system, poles, wires and appurtenances shall be located,
erected and maintained so that none of its facilities shall endanger or
interfere with the lives of persons or interfere with the rights or reasonable
convenience of property owners who adjoin any of the streets and Public Ways, or
interfere with any improvements the Village may make, or hinder or obstruct the
free use of the streets, alleys, bridges, easements or public property.

     (b) In case of any disturbance of pavement, sidewalk, landscaping, driveway
or other surfacing, the Grantee shall, at its own cost and expense and in a
manner approved by the Village, replace and restore all paving, sidewalk,
driveway, landscaping, or surface of any street or alley disturbed, in at least
as good condition as before the work was commenced and in accordance with
standards for such work set by the Village. If, after 30 days, restoration
measures are not performed to the reasonable satisfaction of the Village, the
Village may undertake remedial restoration activities, such activities to be
performed at the Grantee's cost, with such costs to be chargeable against the
security deposit required of the Grantee in Subsection 14(e) of this chapter.

(c)  Erection, removal and common uses of poles:

     (1)  No poles or other wire-holding structures shall be erected by the
          Grantee without prior approval of the Village with regard to location,
          height, types, and any other pertinent aspect. However, no location of
          any pole or wire-holding structure of the Grantee shall be a vested
          interest and such poles or structures shall be removed or modified by
          the Grantee at its own expense

                                      -20-
<PAGE>
 
               whenever the Village determines that the public convenience would
               be enhanced thereby.

          (2)  Where poles or other wire-holding structures already existing for
               use in serving the Village are available for use by the Grantee,
               but it does not make arrangements for such use, the Village may
               require the Grantee to use such poles and structures if it
               determines that the public convenience would be enhanced thereby
               and the terms of the use available to the Grantee are just and
               reasonable.

          (3)  Where the Village or a public utility serving the Village desires
               to make use of the poles or other wire-holding structures of the
               Grantee, but agreement thereof with the Grantee cannot be
               reached, the Village may require the Grantee to permit such use
               for such consideration and upon such terms as the Village shall
               determine to be just and reasonable, if the Village determines
               that the use would enhance the public convenience and would not
               unduly interfere with the Grantee's operations.

      (d) If at any time during the period of the franchisethe Village shall
elect to alter, or change the grade of any street, alley or other Public Ways or
utilities, the Grantee, upon reasonable notice by the Village, shall promptly
remove or relocate as necessary its poles, wires, cables, underground conduits,
manholes and other fixtures at its own expense.

      (e) The Grantee shall, on the request of any person holding a building
moving permit issued by the Village, temporarily raise or lower its wires to
permit the moving of buildings. The expense of such temporary removal, raising
or lowering of wires shall be paid by the person requesting the same, and the
Grantee shall have the authority to require such payment in advance. The Grantee
shall be given not less than 48 hours advance notice to arrange for such
temporary wire changes.

      (f) The Grantee shall not remove any tree or trim any portion, either
above, at or below ground level, of any tree within any public place without the
prior consent of the Village. The Grantee shall provide notice to any affected
residents at the same time that the Grantee applies to the Village for consent
to perform tree trimming. The Village shall have the right to do the trimming
requested by the Grantee at the cost of the Grantee. Regardless of who performs
the work requested by the Grantee, the Grantee shall be responsible, shall
defend and hold Village harmless from any and all damages to any tree as a
result of trimming, or to the property surrounding any tree, whether such tree
is trimmed or removed.

      (g) The Grantee shall not use road cuts for the laying of cable or wires
without the prior approval of the Village.

      (h) The right of the Grantee to use and occupy the Public Ways shall not
be exclusive. The Village reserves the right to grant any right or use of such
Public Ways to any Person at any time during the term of the franchise or any
other franchise subsequently granted to any other Person.

                                      -21-
<PAGE>
 
     (i) If any public way or portion thereof used by the Grantee shall be
vacated by the Village, or the use thereof discontinued by the Village or the
Grantee, during the term of the franchise, then the Grantee shall forthwith at
its sole cost and expense remove its facilities therefrom unless specifically
permitted to continue to use the same and, on the removal thereof, the Grantee
shall restore, repair, or reconstruct the Public Way area where such removal has
occurred to its original condition as required by the Village. In the event of
any failure, neglect, or refusal by the Grantee, after 30 days written notice
from the Village to repair, improve, or maintain such Public Way, the Village
may, but shall be under no obligation to, conduct such work, or cause it to be
conducted, and the actual cost thereof shall be paid by the Grantee in the time
and manner as directed by the Village. Collection may be made by resort to the
letter of credit or cash security deposit established pursuant to Section 14 of
this chapter, or by court action, or otherwise.

17.24 OPERATIONAL STANDARDS.

     (a) The Grantee shall maintain all parts of the system in good condition
throughout the entire franchise period.

     (b) Upon the reasonable request for service by any person located within
the franchise territory, the Grantee shall, within 30 days, furnish the
requested service to such person within terms of the line extension policy. A
request for service shall be unreasonable for the purpose of this subsection if
no trunk line installation capable of servicing that person's block has been
installed.

     (c)  Temporary Service Drops:

          (1)  The Grantee shall put forth every effort to bury temporary drops
               within 10 working days after placement. Any delays for any other
               reason than listed will be communicated to the Village. The
               following delays will be found understandable and within the
               course of doing business: weather, ground conditions, street
               bores, system redesign requirements and any other unusual
               obstacle, such as obstructive landscaping that is created by the
               customer.

          (2)  Upon request of the Village the Grantee shall provide a monthly
               report to the Village on the number of drops pending.

     (d)  The Grantee shall render efficient service, make repairs promptly, and
interrupt service only for good cause and for the shortest time possible. Such
interruptions, insofar as possible, shall be preceded by notice and shall occur
during periods of minimum system use.

     (e) The Grantee shall not allow its cable or other operations to interfere
with television reception of subscribers or persons not served by the Grantee,
nor shall the system interfere with, obstruct or hinder in any manner the
operation of the various utilities serving the residents within the confines of
the Village nor shall other utilities interfere with the Grantee's system.

                                      -22-
<PAGE>
 
17.25 CUSTOMER SERVICE STANDARDS.

     (a) Nothing in this chapter shall be construed to prohibit the enforcement
of any federal, state or local law or regulation concerning customer service or
consumer protection that imposes customer service standards or consumer
protection requirements that exceed the customer service standards set out in
this chapter or that address matters not addressed in this chapter.

     (b) The Grantee shall maintain a local or toll-free telephone access line
which is available to its subscribers and shall have knowledgeable, qualified
representatives available to respond to customer telephone inquiries 24 hours
per day, seven days per week. Under normal operating conditions, telephone
answer time, including wait time and the time required to transfer the call,
shall not exceed 30 seconds. This standard shall be met no less than 90
percent of the time as measured on a quarterly basis. Under normal operating
conditions, the customer will receive a busy signal less than three percent of
the time.

     (c) Customer service centers and bill payment locations will be open for
walk-in customer transactions a minimum of eight hours per day Monday through
Friday, unless there is a need to modify those hours because of the location or
customers served. The Grantee and Village by mutual consent shall establish
supplemental hours on weekdays and weekends as fits the needs of the community.

     (d) Under normal operating conditions, each of the following standards will
be met no less than 95 percent of the time as measured on an annual basis.

         (1)  Standard installations will be performed within seven business
              days after an order has been placed. A standard installation is
              one that is within 125 feet of the existing system.

         (2)  Excluding those situations that are beyond its control, the
              Grantee will respond to any service interruption promptly and in
              no event later than 24 hours from the time of initial
              notification. All other regular service requests will be responded
              to within 36 hours during the normal work week for that system.
              The appointment window alternatives for installations, service
              calls and other installation activities will be: "morning" or
              "afternoon"; not to exceed a four-hour "window" during normal
              business hours for the system, or at a time that is mutually
              acceptable. The Grantee shall schedule supplemental hours during
              which appointments can be scheduled based on the needs of the
              community. If at any time an installer or technician is running
              late, an attempt to contact the customer will be made and the
              appointment rescheduled as necessary at a time that is convenient
              to the customer.

     (e) In the event of a Service Interruption, the following standards for
Subscriber credits shall be applied by the Grantee:

                                      -23-
<PAGE>
 
         (1)  If a Subscriber experiences a Service Interruption totaling four
              hours or more on one, two, or three days in any calendar month,
              then the Grantee shall provide a credit to that Subscriber equal
              to one-thirtieth of one month's total fees paid by that Subscriber
              for each day on which such a Service Interruption occurs;
              provided, however, that such credit shall not apply to a
              Subscriber disconnected because of non-payment or excessive signal
              leakage. Such credit shall be provided by the Grantee
              automatically upon notice from that Subscriber of such Service
              Interruption, regardless of whether that Subscriber requests a
              credit.

         (2)  If a Subscriber experiences a Service Interruption totaling four
              hours or more on four or more days in any calendar month, then the
              Grantee shall provide a credit to that Subscriber equal to one
              month's total fees paid by that Subscriber; provided, however,
              that such credit shall not apply to a Subscriber disconnected
              because of non-payment or excessive signal leakage. Such credit
              shall be provided by the Grantee automatically upon notice from
              that Subscriber of the fourth such Service Interruption,
              regardless of whether that Subscriber requests a credit.

     (f) The Grantee shall provide written information for each of the following
areas at the time of installation and at any future time upon the request of the
customer:

         (1)  Product and services offered; and
 
         (2)  Prices and service options; and

         (3)  Installation and service policies; and

         (4)  How to use the cable television services.

     (g) Bills will be clear, concise and understandable, with all charges for
cable services itemized.

     (h) A Grantee may not impose a late, administrative or other fee on a
customer for nonpayment of a bill until 30 days have elapsed after the end of
the billing cycle which is the subject of the unpaid bill.

     (i) Credits will be issued promptly, but no later than the customer's next
billing cycle following the resolution of the request and the return of the
equipment by the Grantee if service has been terminated.

     (j) The Grantee shall notify customers a minimum of 30 days in advance of
any rate or channel change.

     (k) The Grantee shall maintain and operate its network in accordance with
the rules and regulations incorporated herein and as may be promulgated by state
or federal regulators.

                                      -24-
<PAGE>
 
     (l) The Grantee shall continue, through the term of the franchise, to
maintain the technical standards and quality of service set forth in this
chapter and the franchise. Should the Village find, by resolution, that the
Grantee has failed to maintain these technical standards and quality of service,
and should it, by resolution, specifically enumerate improvements to be made,
the Grantee shall make such improvements. Failure to make such improvements
within three months of such resolution will constitute a breach of a condition
for which penalties contained in Section 47 are applicable.

     (m) The Grantee shall keep a monthly service log which indicates the
nature of each service complaint received in the last 24 months, the date and
time each complaint was received, the disposition of each complaint, and the
time and date thereof. This log shall be sent to the Village monthly upon
request.

     (n) The Grantee shall provide a copy of the Customer Service Standards
included in this Section to every subscriber via a bill insert at least once
every calendar year. The Grantee shall also provide a copy of these Customer
Service Standards to every new customer within 30 days of connection.

17.26 CONTINUITY OF SERVICE MANDATORY.

     (a) It shall be the right of all subscribers to continue receiving service
as long as their financial and other obligations to the Grantee are honored. If
the Grantee elects to over build, rebuild, modify or sell the system, or the
Village gives notice of intent to terminate or fails to renew the franchise, the
Grantee shall act so as to ensure that all subscribers receive continuous,
uninterrupted service regardless of the circumstances for a period not to exceed
six months after the franchise has terminated.

     (b) If there is a change of franchise, or if a new operator acquires the
system, the Grantee shall cooperate with the Village, new franchisee and
operator in maintaining continuity of service to all subscribers. During such
period, the Grantee shall be entitled to the revenues for any period during
which it operates the system.

     (c) If the Grantee fails to operate the system for three consecutive days
without prior approval of the Village or without just cause, the Village may, at
its option, operate the system or designate an operator until such time as the
Grantee restores service under conditions acceptable to the Village or a
permanent operator is selected. If the Village is required to fulfill this
obligation for the Grantee, the Village shall be entitled to all revenues for
any period during which it operates the system and shall be entitled to draw on
the letter of credit and cash security deposit established pursuant to Section
14 of this chapter to recover all of its costs and damages in excess of such
revenues, and, in any event, the Grantee shall be obligated to reimburse the
Village for all costs or damages incurred by the Village resulting from the
Grantee's failure to perform that the Village does not recover from such
revenues or said letter of credit or cash security deposit.

                                      -25-
<PAGE>
 
17.27 COMPLAINT PROCEDURE.

     (a) During the term of the franchise and any renewal thereof, the Grantee
shall maintain a central office for the purpose of receiving and resolving all
complaints regarding the quality of service, equipment malfunctions, and similar
matters. The office must be reachable by a local and/or toll-free telephone call
to receive complaints regarding quality of service, equipment functions and
similar matters. The Grantee will make good faith efforts to arrange for one or
more payment locations in a central location where customers can pay bills or
conduct other business activities.

     (b) As subscribers are connected or reconnected to the system, the Grantee
shall, by appropriate means such as a card or brochure, furnish information
concerning the procedures for making inquiries or complaints, including the
name, address and local or toll free telephone number of the employee or
employees or agent to whom such inquiries or complaints are to be addressed.

     (c) When there have been similar complaints made, or where there exists
other evidence, which, in the judgment of the Village, in consultation with the
Grantee, casts doubt on the reliability or quality of cable service, the Village
shall have the right and authority to require the Grantee to test, analyze and
report on the performance of the system. The Grantee shall fully cooperate with
the Village in performing such testing and shall prepare results and a report,
if requested, within 30 days after notice. Such report shall include the
following information:

         (1)  The nature of the complaint or problem that precipitated the
              special tests; and

         (2)  The system component(s) tested; and

         (3)  The equipment used and procedures employed in testing; and

         (4)  The method, if any, in which such complaint or problem was
              resolved; and

         (5)  Any other information pertinent to the tests and analysis which
              may be required.

     (d) If, after receiving Grantee's report, and after the Grantee has
completed any corrective action identified in the report, the Village determines
that reasonable evidence still exists of inadequate System Performance, then the
Village may enlist an independent engineer at Grantee's expense to perform tests
and analysis directed toward such suspected failures to meet the requirements of
this chapter. Grantee shall cooperate and permit such testing.

     (e) The Village shall require tests, analysis and reports covering specific
subjects and characteristics based on complaints or other evidence only when the
Village has reasonable grounds to believe that the complaints or other evidence
require that tests be performed to protect the public against substandard cable
service.

                                      -26-
<PAGE>
 
17.28 GRANTEE RULES AND REGULATIONS.

      The Grantee shall have the authority to promulgate such rules,
regulations, terms, and conditions governing the conduct of its business as
shall be reasonably necessary to enable the Grantee to exercise its rights and
perform its obligations under the franchise, and to assure uninterrupted service
to each and all of its customers; provided, however, that such rules,
regulations, terms and conditions shall not be in conflict with the provisions
hereof or applicable state and federal laws, rules and regulations.

17.29 FRANCHISE FEE.

      (a) A Grantee shall pay to the Village a franchise fee of not less than
five percent of the Grantee's gross revenues or such other maximum amount as
allowed by law.

      (b) The franchise fee payment shall be in addition to any other tax or
payment owed to the Village by the Grantee and shall not be construed as payment
in lieu of municipal property taxes or other state, county or local taxes.

      (c) The franchise fee and any other costs or penalties assessed shall be
payable quarterly on a calendar year basis to the Village within 30 days after
the end of each quarter. The Grantee shall also file a complete and accurate
verified statement of all gross receipts as previously defined within said 30
days.

      (d) The Village shall have the right to inspect and copy the Grantee's
income records and the right to audit and to recompute any amounts determined to
be payable under this chapter. Any additional amount due the Village as a result
of an audit shall be paid within 30 days following written notice to the Grantee
by the Village, which notice shall include a copy of the audit report. If any
audit discloses an underpayment of a franchise fee by an amount in excess of
five percent of the applicable fee, then the Grantee shall pay the full cost of
the audit. The Grantee shall maintain books and records of its operations within
and related to the Village and the Grantee's cable system in sufficient detail
to show gross revenue, by service category, consistent with generally accepted
accounting principles. Said books and records shall be retained in accordance
with the Grantee's document retention policies, but in no event less than five
years.

      (e) If any franchise payment or re-computed amount, cost or penalty, is
not made on or before the applicable dates heretofore specified, interest shall
be charged daily from such date at an annual rate of 12 percent.

      (f) The acceptance by the Village of any franchise fee payment shall not
in any way be construed as an accord that the amount paid is in fact the correct
amount, nor shall such acceptance of any payment be construed as a release of
any claim the Village may have for further or additional sums payable under the
provisions of the franchise. All franchise fee payments shall be subject to
audit and re-computation by the Village in accordance with this Section.

       (g) The Grantee shall acknowledge as follows:

                                      -27-
<PAGE>
 
         (1)  The franchise fee is not a tax; and
     
         (2)  The franchise fee shall be in addition to any and all taxes, other
              fees or charges that the Grantee or any affiliate shall be
              required to pay to the Village or to any state or federal agency
              or authority, all of which shall be separate and distinct
              obligations of the Grantee and its affiliates; and

         (3)  Neither the Grantee nor any affiliate shall have or make any claim
              for any deduction or other credit of all or any part of the
              franchise fee from or against any of said Village taxes or other
              fees or charges that the Grantee or any affiliate is required to
              pay to the Village except as may be identified and authorized by
              federal law; and

         (4)  Neither the Grantee nor any affiliate shall apply or seek to apply
              all or any part of the franchise fee as a deduction or other
              credit from or against any of said Village taxes or other fees or
              charges, each of which shall be deemed to be separate and distinct
              obligations of the Grantee and its affiliates.

         (5)  Except as authorized by law, if the Grantee or any affiliate
              applies or seeks to apply all or any part of the amount of the
              franchise fee as a deduction or other credit from or against any
              Village tax or other fee or charge, or if the Grantee or any
              affiliate applies or seeks to apply all or any part of any such
              tax or other fee or charge as a deduction or other credit from or
              against the franchise fee, then, in any such event, the Village
              may revoke the franchise pursuant to the applicable provisions of
              this chapter without any liability to the Grantee or any
              affiliate.

      (h) The Village may increase the franchise fee if and to the extent that
the maximum allowable franchise fee is increased by the FCC. If the Village
desires to increase the franchise fee in that event, then the Village shall
provide at least 30 days written notice to the Grantee. If, within 30 days
after the Village's notice, the Grantee so requests, the Village shall conduct a
public hearing on the franchise fee increase. The effective date of the proposed
franchise fee increase shall be delayed until the expiration of the 30-day
notice period, if within that period the Grantee does not request a hearing, or
if a hearing is requested, until the conclusion of the public hearing conducted
pursuant to this Subsection.

17.30 TRANSFER OF OWNERSHIP OR CONTROL.

      (a) Except as provided in Subsection (f) of this section below, a
franchise shall not be assigned, transferred, pledged, leased, sublet,
hypothecated, or mortgaged, either in whole or in part, in any manner, nor shall
title thereto, either legal or equitable or any right, interest or property
therein, pass to or vest in any person without the prior written approval of the
Village. The Grantee may, however, transfer or assign the franchise to a wholly
owned subsidiary of the Grantee and such subsidiary may transfer or assign the
franchise back to the Grantee without such consent, providing that such
assignment is without any release of liability of the Grantee. Any proposed
assignee must show legal, technical and financial responsibility as determined
by the Village and must agree to

                                      -28-
<PAGE>
 
comply with all provisions of the franchise. The Grantee shall submit a petition
to the Village requesting the Village's approval at least 90 days before the
Grantee takes any action in furtherance of accomplishing any such assignment,
transfer, pledge, lease, sublet, hypothecation, or mortgage, containing or
accompanied by such information as is required in accordance with FCC
regulations and by the Village. The Village shall have 120 days to act upon any
request for approval of any such assignment, transfer, pledge, lease, sublet,
hypothecation, or mortgage. The Village shall be deemed to have consented to a
proposed assignment, transfer, pledge, lease, sublet, hypothecation, or mortgage
if its refusal to consent is not communicated in writing to the Grantee within
120 days following receipt of said petition and receipt of all necessary
information as to the effect of the proposed assignment, transfer, pledge,
lease, sublet, hypothecation, or mortgage upon the public, unless the requesting
party and the Village agree to an extension of time. The Village shall not
unreasonably withhold consent to a proposed transfer.

      (b) The Grantee shall promptly notify the Village of any actual or
proposed change in, or transfer of, or acquisition by any other party of,
control of the Grantee. The word "control" as used herein is not limited to
major stockholders but also includes actual working control in whatever manner
exercised. A rebuttable presumption that a transfer of control has occurred
shall arise upon the acquisition or accumulation by any person or group of
persons of five percent of the voting shares of the Grantee. Change, transfer or
acquisition of control of the Grantee without the Village's consent shall make
the franchise subject to cancellation unless and until the Village shall have
consented thereto, which consent shall not be unreasonably withheld. For the
purpose of determining whether it shall consent to such change, transfer or
acquisition of control, the Village may inquire into the qualifications of the
prospective controlling party, and the Grantee shall assist the Village in such
inquiry.

      (c) The consent or approval of the Village to any transfer of the Grantee
shall not constitute a waiver or release of the rights of the Village in and to
any Public Way, and any transfer shall by its terms, be expressly subordinate to
the terms and conditions of the franchise.

      (d) In the absence of extraordinary circumstances, the Village shall not
be required to approve any transfer or assignment of a new franchise prior to
substantial completion of construction of the proposed system.

      (e) In no event shall a transfer of ownership or control be approved
without the successor(s) in interest becoming a signatory to the franchise
agreement.

      (f) Nothing in this section shall be deemed to prohibit any assignment,
pledge, lease, sublease, mortgage, or other transfer of all or any part of the
Grantee's cable system, or any right or interest therein, solely for financing
purposes, provided that each such assignment, pledge, lease, sublease, mortgage,
or other transfer shall be subject and subordinate to the rights of the Village
pursuant to this chapter, the franchise agreement, and applicable law.

17.31 AVAILABILITY OF BOOKS AND RECORDS.

      (a) The Grantee shall fully cooperate in making available at reasonable
times, and the Village shall have the right to inspect, where reasonably
necessary for the enforcement of the

                                      -29-
<PAGE>
 
franchise, books, records, maps, plans and other like materials of the Grantee
applicable to the cable television system, at any time during normal business
hours; provided where volume and convenience necessitate, the Grantee may
require inspection to take place on the Grantee premises.

      (b) The following records and/or reports shall be sent to the Village, but
no more frequently than on a quarterly basis if so mutually agreed upon by the
Grantee and the Village:

          (1)  a quarterly review and resolution or progress report submitted by
               the Grantee to the Village; and

          (2)  periodic preventive maintenance reports; and

          (3)  any copies of FCC Form 395-A (or successor form) or any
               supplemental forms related to equal opportunity or fair
               contracting policies; and

          (4)  subscriber inquiry/complaint resolution data and the right to
               review documentation concerning these inquiries and/or complaints
               periodically; and

          (5)  periodic construction update reports including, where
               appropriate, the submission of as-built maps.

17.32 OTHER PETITIONS AND APPLICATIONS.

      Upon request, copies of all petitions, applications, communications and
reports submitted by the Grantee to the Federal Communications Commission, to
the Securities and Exchange Commission, or to any other federal or state
regulatory commission or agency having jurisdiction in respect to any matters
affecting cable television operations authorized pursuant to the franchise or
received from such agencies shall be provided to the Village within 10 days of
the Village's request.

17.33 FISCAL REPORTS.

      The Grantee shall, annually within 90 days after the close of the
Grantee's fiscal year, prepare in accordance with generally accepted accounting
principles, and submit to the Village, a statement of gross revenues audited by
a certified public accountant and covering the Grantee's operations in and
relating to the Village and the Grantee's cable system as well as such
additional financial statements and records as may be required by the Village.

17.34 REMOVAL OF CABLE SYSTEM.

      At the expiration of the term for which the franchise is granted or when
any renewal is denied, or upon its termination as provided herein, the Grantee
shall forthwith, upon notice by the Village, remove at its own expense all
portions of the cable television system designated by the Village from all
streets and public property within the Village. If the Grantee fails to do so,
the Village may perform the work at the Grantee's expense. Upon such notice of
removal, a bond shall

                                      -30-

<PAGE>
 
be furnished by the Grantee in an amount sufficient to cover this expense as
determined by the Village.

17.35 REQUIRED SERVICES AND FACILITIES.

     (a) The Grantee shall make available to all subscribers the option to
receive not fewer than 85 channels.

     (b) If the Grantee serves the Village pursuant to an agreement only with
the Village and not by agreement negotiated as part of a collective process with
other franchising authorities, then the Grantee shall maintain not fewer than
one specially designated noncommercial channel for the exclusive use of the
Village and other public, educational, and governmental authorities in the
Village. The Grantee shall not make use of any channel reserved for use pursuant
to this Subsection (b).

     (c) If the Grantee receives its franchise within the Village pursuant to an
agreement negotiated as part of a collective process among, and the Grantee's
System thus serves, the Village and other franchising authorities including the
Villages of Grayslake, Mundelein, and Wauconda and the County of Lake
(collectively the "Authorities"), then the Grantee shall maintain at least five
channels of its system exclusively available as follows:

         (1)  At least one specially designated noncommercial channel for use by
              all local library authorities within the corporate limits of the
              Authorities; and

         (2)  At least one specially designated noncommercial channel for use by
              all local educational authorities within the corporate limits of
              the Authorities; and

         (3)  At least one specially designated noncommercial channel for use by
              all local governmental agencies within the corporate limits of the
              Authorities; and

         (4)  At least one specially designated noncommercial channel for use by
              all local park and recreation districts, departments, and agencies
              within the corporate limits of the Authorities; and
 
         (5)  At least one specially designated noncommercial channel for use by
              the Authorities as an Interactive Video Bulletin Board.

The Authorities may allocate the use of such channels among the entities listed
above in such manner as the Authorities determine is appropriate.

For any System that serves the Village and other franchising authorities as
described in this Subsection (c) and that has the capacity for any number of
channels greater than 85, the Grantee shall provide, in addition to the channels
otherwise required pursuant to this Subsection (c), two specially designated
noncommercial channels for the exclusive use of the Village and other local
governmental, educational, and public authorities, subject to the conditions set
forth in the next two sentences. Such two additional channels shall be provided
immediately upon notice from the Village

                                      -31-
<PAGE>
 
of sufficient demand therefor. For purposes of this requirement, the phrase
"sufficient demand" shall mean that four of the five specially designated
noncommercial channels otherwise required pursuant to this Subsection (c) are
used for original, noncommercial public, educational, and governmental access
video programming not less than an average of six hours per day, five days each
week, over a period of 45 days.

The Grantee shall not make use of any channel reserved for use pursuant to this
Subsection (c); provided, however, that the Grantee may use the two channels
described in the immediately preceding paragraph but only until receipt of
notice from the Village pursuant to the second sentence of the preceding
paragraph.

     (d) Studios and associated production equipment will be located in a
mutually agreed upon site to meet the public's need for public access, and to
accommodate the specially designated channels described in this Paragraph.
Financial and technical support and replacement and maintenance of equipment for
such facilities shall be separately incorporated into the franchise by
agreement.

     (e) The Grantee shall incorporate into its cable television system the
capacity to permit the Village, in times of emergency, to override by remote
control the audio, video and/or text of all channels, simultaneously, which the
Grantee may lawfully override. The Grantee shall provide emergency broadcast
capacity pursuant to FCC rules. The Grantee shall cooperate with the Village in
the use and operation of the emergency alert system.

     (f)  Interconnection.

          (1)  The Grantee shall, on request by the Village, connect its cable
               system within the Village to any cable system that is owned or
               operated by the Grantee or any affiliate or subsidiary of the
               Grantee in any contiguous municipality.

          (2)  The Village also may request that the Grantee interconnect its
               system with other communication facilities within or contiguous
               to the Village. Such interconnection shall be negotiated by the
               Village and the Grantee. Upon receiving a request from the
               Village to so interconnect, the Grantee shall immediately
               initiate negotiations with the other affected system or systems
               in order that all costs may be shared equally among cable
               companies for both construction and operation of the
               interconnection link.

               The Grantee may be granted reasonable extensions of time to
               interconnect, or the Village shall rescind its request to
               interconnect, upon petition by the Grantee to the Village, if the
               Grantee has negotiated in good faith and has arrived at impasse
               with the operator or franchising authority of the system to be
               interconnected, or that the cost of the interconnection would
               cause an unreasonable or unacceptable increase in subscriber
               rates, or that the interconnection is technically infeasible.

                                      -32-
<PAGE>
 
         (3)  The Grantee shall cooperate with any interconnection corporation,
              regional interconnection authority, municipality, or county,
              state, or federal regulatory agency that may be hereafter
              established for the purpose of regulating, financing, or otherwise
              providing for the interconnection of cable systems beyond the
              boundaries of the Village.

     (g) The Grantee shall provide such additional services and facilities as
are contained in its application.

17.36 RULES AND REGULATIONS.

     (a) In addition to the inherent powers of the Village to regulate and
control any cable television franchise, and those powers expressly reserved by
the Village, or agreed to and provided for herein, the right and power is hereby
reserved by the Village to promulgate such additional regulations as it shall
find necessary in the exercise of its lawful powers and furtherance of the terms
and conditions of the franchise; provided, however, that such rules,
regulations, terms and conditions shall not be in conflict with the provisions
hereof or applicable state and federal laws, rules and regulations.

     (b) The Village may also adopt such regulations at the request of Grantee
upon application.

17.37 PERFORMANCE EVALUATION SESSIONS.

     (a) The Village and the Grantee may hold scheduled yearly performance
evaluation sessions within 30 days of each anniversary date of the Grantee's
award or renewal of the franchise and as may be required by federal and state
law.

     (b) Special evaluation sessions may be held at any time during the term of
the franchise at the request of the Village or the Grantee.

     (c) All evaluation sessions shall be open to the public and announced in a
newspaper of general circulation in accordance with legal notice. The Grantee
shall notify its subscribers of all evaluation sessions by announcements on at
least one channel of its system between the hours of 7:00 p.m. and 9:00 p.m. for
five consecutive days preceding each session.

     (d) Topics which may be discussed at any scheduled or special evaluation
session may include, but are not limited to: service rate structures; franchise
fee, penalties, free or discounted services; application of new technologies;
system performance; services provided; programming offered; customer complaints;
privacy; amendments to this chapter; judicial and FCC rulings; line extension
policies; and Grantee or Village rules.

     (e) Members of the general public may add topics either by working through
the negotiating parties or by presenting a petition. If such a petition bears
the valid signatures of 50 or more residents of the Village, the proposed topic
or topics shall be added to the list of topics to be discussed at the evaluation
session.

                                      -33-
<PAGE>
 
17.38 RATE CHANGE PROCEDURES.

     Pursuant to the Cable Television Consumer Protection and Competition Act of
1992, the Village is currently certified to regulate the Basic Service rates
charged by Grantee. Under these rules, the Grantee is required to obtain
approval from the Village for a rate increase for any change to the rates for
Basic Service. Should Federal or State law permit further rate regulation beyond
Basic Service, the Village may assume such rate regulation and adopt appropriate
procedures for such regulation.

17.39 FORFEITURE AND TERMINATION.

     (a) In addition to all other rights and powers retained by the Village
under this chapter or otherwise, the Village reserves the right to terminate the
franchise and all rights and privileges of the Grantee hereunder in the event of
a breach of its terms and conditions. A breach by the Grantee shall include, but
shall not be limited to the following:

         (1)  Violation of any material provision of the franchise or any
              material rule, order, regulation or determination of the Village
              made pursuant to the franchise; or

         (2)  Attempt to evade any provision of the franchise or to practice any
              fraud or deceit upon the Village or its subscribers or customers;
              or

         (3)  Failure to begin or complete system construction or system
              extension as provided under Section 21; or

         (4)  Failure to provide the services promised in the Grantee's initial
              application; or

         (5)  Failure to restore service after 96 consecutive hours of
              interrupted service, except when approval of such interruption is
              obtained from the Village; or

         (6)  Material misrepresentation of fact in the application for or
              negotiation of the franchise; or

         (7)  Failure to pay any fees or other consideration when due pursuant
              to the franchise or this chapter.

     (b) The Village may make a written demand that the Grantee comply with any
such provision, rule, order or determination under or pursuant to the franchise.
If the violation by the Grantee continues for a period of 30 days following such
written demand without written proof satisfactory to the Village that the
corrective action was initiated immediately and thereafter has been completed or
has been continuously, actively, and expeditiously pursued, the Village may
place the issue of termination of the franchise before the Village Board. The
Village shall cause to be served upon the Grantee, at least 20 days prior to the
date of such meeting, a written notice of intent to request such termination and
the time and place of the meeting.

                                      -34-
<PAGE>
 
     (c) The Village Board shall hear and consider the issues and shall hear any
person interested therein and shall determine in its discretion whether any
violation by the Grantee has occurred. The Grantee shall be afforded an
opportunity to be heard at the hearing, including an opportunity to present all
relevant evidence and witnesses and to question witnesses presented against the
Grantee. The Grantee may, at its own expense, make a transcript of any such
hearing.

     (d) If the Village Board determines that the violation by the Grantee was
the fault of the Grantee and within its control, then the Board may, by
resolution stating the violation or violations on which the decision is based,
declare that the franchise of the Grantee shall be forfeited and terminated
immediately or within such period as the Board in its sole discretion may fix,
unless there is compliance.

17.40 FORCE MAJEURE.

     Whenever a period of time is provided for in the franchise for either the
Village or the Grantee to do or perform any act or obligation, neither party
shall be liable for any delays or inability to perform due to causes beyond the
control of said party such as war, riot, insurrection, rebellion, strike,
lockout, unavoidable casualty or damage to personnel, materials or equipment,
fire, flood, storm, earthquake, tornado, or any act of God; provided, however,
that said time period shall be extended for only the actual amount of time said
party is so delayed. An act or omission shall not be deemed to be "beyond the
Grantee's control" if committed, omitted, or caused by the Grantee, the
Grantee's employees, officers, or agents or a subsidiary, affiliate, or parent
of the Grantee, or by any corporation or other business entity that holds a
controlling interest in the Grantee, whether held directly or indirectly.
Further, the failure of the Grantee to obtain financing or to pay any money due
from it to any Person, including the Village, for whatever reason, shall not be
an act or omission "beyond the Grantee's control." The failure of the Grantee to
obtain necessary permits from applicable governmental or utility agencies shall
be deemed "beyond the Grantee's control" only if the Grantee has made a timely
and complete request and application for said permit and is diligently pursuing
the issuance of said permit.

17.41 FORECLOSURE.

     Upon the foreclosure or other judicial sale of all or a substantial part of
the system, or upon the termination of any lease covering all or a substantial
part of the system, the Grantee shall notify the Village of such fact, and such
notification shall be treated as a notification that a change in control of the
Grantee has taken place, and the provisions of the franchise governing the
consent of the Village to such change in control of the Grantee shall apply.

17.42 RECEIVERSHIP.

     The Village shall have the right to cancel a franchise 120 days after the
appointment of a receiver, or trustee, to take over and conduct the business of
the Grantee, whether in receivership, reorganization, bankruptcy or other action
or proceeding, unless such receivership or trusteeship shall have been vacated
prior to the expiration of 120 days, or unless:

                                      -35-
<PAGE>
 
     (1) Within 120 days after his/her election or appointment, such receiver
         or trustee shall have fully complied with all the provisions of this
         chapter and remedied all defaults thereunder; and

     (2) Such receiver or trustee, within the 120 days, shall have executed an
         agreement, duly approved by the court having jurisdiction in the
         premises, whereby such receiver or trustee assumes and agrees to be
         bound by each and every provision of this chapter and the franchise
         granted to the Grantee.

17.43 COMPLIANCE WITH STATE AND FEDERAL LAWS.

     (a) Notwithstanding any other provisions of the franchise to the contrary,
the Grantee shall at all times comply with all laws and regulations of the state
and federal government or any administrative agencies thereof; provided,
however, if any such state or federal law or regulation shall require the
Grantee to perform any service, or shall permit the Grantee to perform any
service, or shall prohibit the Grantee from performing any service, in conflict
with the terms of the franchise or of any law or regulation of the Village, then
as soon as possible following knowledge thereof, the Grantee shall notify the
Village of the point of conflict believed to exist between such regulation or
law and the laws or regulations of the Village or the franchise.

     (b) If the Village determines that a material provision of this chapter is
affected by any subsequent action of the state or federal government, the
Village and the Grantee shall negotiate to modify any of the provisions herein
to such reasonable extent as may be necessary to carry out the full intent and
purpose of this agreement.

17.44 LANDLORD AND TENANT.

     (a) Neither the owner of any multiple unit residential dwelling nor his
agent or representative shall interfere with the right of any tenant or lawful
resident thereof to receive cable television service, cable installation or
maintenance from a cable television Grantee regulated by and lawfully operating
under a valid and existing franchise issued by the Village.

     (b) Neither the owner or any multiple unit residential dwelling nor his
agent or representative shall penalize, charge or surcharge a tenant or resident
or forfeit or threaten to forfeit any right of such tenant or resident, or
discriminate in any way against such tenant or resident who requests or receives
cable television service from a Grantee operating under a valid and existing
cable television franchise issued by the Village.

     (c) No person shall resell, without the expressed, written consent of both
the Grantee and the Village, any cable service, program or signal transmitted by
a cable television Grantee under a franchise issued by the Village.

     (d) Nothing in this chapter shall prohibit a person from requiring that
cable television system facilities conform to laws and regulations and
reasonable conditions necessary to protect safety, functioning, appearance and
value of premises or the convenience and safety of persons or property.

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     (e) Nothing in this chapter shall prohibit a person from requiring a
Grantee to agree to indemnify the owner, or his agents or representatives for
damages or from liability for damages caused by the installation, operation,
maintenance or removal of cable television facilities.

17.45 APPLICANTS' BIDS FOR INITIAL FRANCHISE.

     (a) All bids received by the Village from the applicants for an initial
franchise will become the sole property of the Village.

     (b) The Village reserves the right to reject any and all bids and waive
informalities and/or technicalities where the best interest of the Village may
be served.

     (c) All questions regarding the meaning or intent of this chapter or
application documents shall be submitted to the Village in writing. Replies will
be issued by addenda mailed or delivered to all parties recorded by the Village
as having received the application documents. The Village reserves the right to
make extensions of time for receiving bids as it deems necessary. Questions
received less than 14 days prior to the date for the opening of bids will not be
answered. Only replies to questions by written addenda will be binding. All bids
must contain an acknowledgment of receipt of all addenda.

     (d) Bids must be sealed, and submitted at the time and place indicated in
the application documents for the public opening. Bids may be modified at any
time prior to the opening of the bids, provided that any modifications must be
duly executed in the manner that the applicant's bid must be executed. No bid
shall be opened or inspected before the public opening.

     (e) Before submitting a bid, each applicant shall:

         (1)  Examine this chapter and the application documents thoroughly; and

         (2)  Familiarize himself/herself with local conditions that may in any
              manner affect performance under the franchise; and

         (3)  Familiarize himself/herself with federal, state and local laws,
              ordinances, rules and regulations affecting performance under the
              franchise; and

         (4)  Carefully correlate the bid with the requirements of this chapter
              and the application documents.

     (f) The Village may make such investigations as it deems necessary to
determine the ability of an applicant to perform under the franchise, and the
applicant shall furnish to the Village all such information and data for this
purpose as the Village may request. The Village reserves the right to reject any
bid if the evidence submitted by, or investigation of, such applicant fails to
satisfy the Village that such applicant is properly qualified to carry out the
obligations of the franchise and to complete the work contemplated therein.
Conditional bids will not be accepted.

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     (g) All bids received shall be placed in a secure depository approved by
the Village and shall not be opened nor inspected prior to the public opening.

17.46  FINANCIAL, CONTRACTUAL, SHAREHOLDER, AND SYSTEM DISCLOSURE FOR
       FRANCHISES.

     (a) No franchise will be granted to any applicant unless all requirements
and demands of the Village regarding financial, contractual, shareholder and
system disclosure have been met.

     (b) Applicants, including all shareholders and parties with any interest in
the applicant, shall fully disclose all agreements and undertakings, whether
written or oral, or implied with any person, firm, group, association or
corporation with respect to the franchise and the proposed cable television
system. The Grantee of a franchise shall disclose all other contracts to the
Village as the contracts are made. This section shall include, but not be
limited to, any agreements between local applicants and national companies.

     (c) Applicants, including all shareholders and parties with any interest in
the applicant, shall submit all requested information as provided by the terms
of this chapter or the application documents, which are incorporated herein by
reference. The requested information must be complete and verified as true by
the applicant.

     (d) Applicants, including all shareholders and parties with any interest in
the applicant, shall disclose the numbers of shares of stock, and the holders
thereof, and shall include the amount of consideration for each share of stock
and the nature of the consideration.

     (e) Applicants, including all shareholders and parties with any interest in
the applicant, shall disclose any information required by the application
documents regarding other cable systems in which they hold an interest of any
nature, including, but not limited to, the following:

         (1)  Locations of all other franchises and the dates of award for each
              location; and

         (2)  Estimated construction costs and estimated completion dates for
              each system; and

         (3)  Estimated number of miles of construction and number of miles
              completed in each system as of the date of this application; and

         (4)  Date for completion of construction as promised in the application
              for each system.

     (f) Applicants, including all shareholders and parties with any interest
in the applicant, shall disclose any information required by the application
documents regarding pending applications for other cable systems, including, but
not limited to, the following: 

         (1)  Location of other franchise applications and date of application
              for each system; and

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         (2)  Estimated dates of franchise awards; and

         (3)  Estimated number of miles of construction; and

         (4)  Estimated construction costs.

17.47 PENALTIES.

     For the violation of any of the following provisions of this chapter or the
franchise agreement, penalties may be levied against the Grantee and shall be
paid by the Grantee and, if not so paid, shall be chargeable to the letter of
credit or cash security deposit, as follows, and the Village Board of Trustees
may determine the amount of the penalty for other violations which are not
specified in a sum not to exceed $750.00 for each violation, with each day
constituting a separate violation:

     (a) Failure to furnish, maintain, or offer all cable services to any
potential Subscriber within the Village upon order of the Village: $250.00 per
day, per violation, for each day such failure occurs or continues;

     (b) Failure to obtain or file evidence of required insurance,
construction bond, performance bond, or other required financial security:
$200.00 per day, per violation, for each day such failure occurs or continues;

     (c) Failure to provide access to data, documents, records, or reports to
the Village as required by this chapter, including without limitation Sections
20, 30, 31, and 32: $150.00 per day, per violation, for each day such failure
occurs or continues;

     (d) Failure to comply with applicable construction, operation, or
maintenance standards: $200.00 per day, per violation, for each day such failure
occurs or continues;

     (e) Failure to comply with a rate decision or refund order: $300.00 per
day, per violation, for each day such a violation occurs or continues;

     (f) Any violations for non-compliance with the customer service standards
of Sections 24, 25, or 26: $250.00 per day, per violation, for each day that
such noncompliance continues;

     (g) Any other violations of the this chapter or the franchise agreement: up
to $500.00 per day, per violation, for each day such violation occurs or
continues;

     (h) Grantor may impose any or all of the above enumerated measures against
the Grantee, which shall be in addition to any and all other legal or equitable
remedies it has under this chapter, the franchise agreement, or any other
applicable law.

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17.48 PROCEDURES.

     (a) Whenever the Village believes that the Grantee has violated any term,
condition or provision of this chapter or the franchise agreement, and wishes to
impose monetary penalties, a written notice shall be given to the Grantee
informing it of such alleged violation or liability. The written notice shall
describe in reasonable detail the specific violation so as to afford the Grantee
an opportunity to remedy the violation. The Grantee shall have 30 days
subsequent to the date of such notice in which to correct the violation before
the Village may impose penalties unless the violation is, in the opinion of the
Village, of such a nature so as to require more than 30 days and the Grantee
proceeds, immediately upon receipt of such notice, and continuously, and
diligently, to correct the violation. In any case where the violation is not
cured within 30 days of notice from the Village, or such other time to which the
Grantee and the Village may mutually agree, the Village may proceed to impose
liquidated damages and to exercise any other remedy provided in this chapter or
the franchise agreement.

     (b) The Grantee may, within 10 days of receipt of notice, notify the
Village that there is a dispute as to whether a violation or failure has, in
fact, occurred. Such notice by the Grantee to the Village shall specify with
particularity the matters disputed by the Grantee and shall stay the running of
the 30-day cure period pending Board decision as required below. The Board
shall hear the Grantee's dispute. The Grantee must be given at least five days
notice of the hearing. At the hearing, the Grantee shall be entitled to the
right to present evidence and the right to be represented by counsel. In the
event the Village upholds the finding of a violation, the Grantee shall have 15
days thereafter or the remaining time period set in Subsection (a) above,
whichever is longer, or such other time period as the Grantee and the Village
mutually agree, to correct the violation. In any case where the violation is not
cured within 30 days of notice from the Village, or such other time to which the
Grantee and the Village may mutually agree, the Village may proceed to impose
liquidated damages and to exercise any other remedy provided in this chapter or
the franchise agreement.

     (c) The rights reserved to the Village under this section are in addition
to all other rights of the Village whether reserved by this chapter or
authorized by law or equity, and no action, proceeding or exercise of a right
with respect to penalties shall affect any other right the Village may have.

17.49 LIMITS ON GRANTEE RECOURSE.

     (a) The Grantee may seek enforcement of the terms of its franchise in
equity, but shall have no recourse against the Village for money damages or for
any loss, expense, or damage resulting from the terms and conditions of the
franchise nor because of the Village's enforcement thereof. The Grantee shall
be deemed to expressly agree that it accepts the franchise relying solely on its
own investigation and understanding of the power and authority of the Village to
grant said franchise and that, in partial consideration of the grant of the
franchise, the Grantee waives and releases all claims of damages of any kind
whatsoever, either known or unknown, existing or future, that it may have in
connection with any matter specified in this Subsection.

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     (b) The Grantee shall acknowledge that it has not been induced to accept
the franchise by any promise, verbal or written, by or on behalf of the Village
or by any third Person regarding any term or condition of the franchise not
otherwise expressed herein. The Grantee shall further be deemed to warrant that
no promise or inducement, oral or written, has been made to any Village employee
or official regarding receipt of the franchise, other than as contained in the
franchise.

17.50 NONENFORCEMENT BY VILLAGE.

     The Grantee shall not be excused from complying with any of the terms and
conditions of the franchise by any failure of the Village, on any one or more
occasions, to insist on the Grantee's performance of, or to seek the Grantee's
compliance with, any one or more of said terms or conditions.

17.51 RIGHTS AND REMEDIES.

     In the event of a violation or an alleged violation of the franchise by
the Grantee, the Village, by suit, action, mandamus, or other proceeding, in law
or in equity, may enforce or compel the performance of the terms of the
franchise to the full allowable extent. In the event of a judicial proceeding,
the prevailing party shall be entitled to reimbursement of all costs and
expenses, including reasonable attorneys fees, incurred in connection with such
judicial proceeding.

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