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                              AMENDED AND RESTATED
                                SUBORDINATED NOTE


                                                           Date: October 1, 2001


         FOR VALUE RECEIVED, AM BROADBAND SERVICES, INC., a Delaware
corporation, (the "Buyer") hereby promises to pay to the order of DAVID P.
SYEVESTRE, CLIFFORD P. SYLVESTRE, EDWARD L. REYNOLDS, JOANNE SYLVESTRE, DONNA M.
SYLVESTR.E AND ELIZABETH D. REYNOLDS (each a "Seller," and, collectively, the
"Sellers") the principal amount of TWO MILLION SEVEN HUNDRED EIGHTY THOUSAND
DOLLARS ($2,780,000.00) (subject to adjustment as described below), with
interest at the rate of five percent (5%) per annum, in twelve (12) equal,
consecutive quarterly payments, payable on the first day of each calendar
quarter, commencing on January 1, 2002.

         This Amended and Restated Subordinated Note is being delivered pursuant
to Section 2(b) of the Stock Purchase Agreement dated September 7, 2001, as
amended, by and between the Buyer and the Sellers (the "Stock Purchase
Agreement"), and the principal amount of this Amended and Restated Subordinated
Note is subject to adjustment pursuant to Section 3 of the Stock Purchase
Agreement. This Amended and Restated Subordinated Note shall replace, supercede,
and render null and void any prior Subordinated Note that shall have been
delivered to the Sellers.

         All payments under this Amended and Restated Subordinated Note shall be
in lawful money of the United States of America in immediately available funds.
Payments shall be sent to the Sellers at the address of the Sellers set forth in
the Stock Purchase Agreement or such other address as shall be designated in
writing by the Sellers to the Buyer.

         This Amended and Restated Subordinated Note is the Subordinated Note
referenced in that certain Subordination Agreement dated as of the date hereof
by and among the Buyer, the Sellers, and Progress Bank (the "Subordination
Agreement") and is issued under and subject in all ways to the Subordination
Agreement.

         The Buyer hereby waives the requirements of demand, presentment,
protest, notice of protest and dishonor in connection with the delivery,
acceptance, performance, default, dishonor or enforcement of this Subordinated
Note.

         This Subordinated Note is subject to the Set-Off Rights described in
Section 16(n) of the Stock Purchase Agreement.

         The construction, interpretation and enforcement of this Subordinated
Note shall be governed by the laws of the Commonwealth of Pennsylvania.


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         IN WITNESS WHEREOF, and intending to be legally bound hereby, the Buyer
has caused this Subordinated Note to be executed by its duly authorized officer
as of the date first above written.



Attest:                                     AM BROADBAND SERVICES, INC.

_________________________                   By:_________________________________





                                    GUARANTEE

         THE UNDERSIGNED, for the benefit of the Sellers, hereby guarantees the
payment m full of all amounts owing under this Subordinated Note.


                                             AM COMMUNICATIONS, INC.

_________________________                    By:________________________________