EXHIBIT 10.17













                                   Malden, MO
                      Cable Television Franchise Ordinance








          An Ordinance Setting Forth Regulations, Terms and Conditions
          Under Which Cable Television Systems Shall Operate in Malden,
          MO and Granting to Enstar Income Program II-2 a Franchise to
           Construct, Operate and Maintain a Cable Television System
                                Within the City.



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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                                  <C>
TITLE AND PURPOSES OF ORDINANCE.......................................................................................1

DEFINITIONS...........................................................................................................1

FRANCHISE TO OPERATE REQUIRED.........................................................................................3

GRANT OF FRANCHISE....................................................................................................3

FRANCHISE FEES........................................................................................................3

SUBSCRIBER RATES......................................................................................................4

CUSTOMER SERVICE AND CONSUMER PROTECTION..............................................................................5

INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS........................................................................6

TECHNICAL STANDARDS...................................................................................................7

EXTENSION OF CABLE SERVICE............................................................................................7

FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS..........................................................................8

SYSTEM IMPROVEMENTS...................................................................................................9

INSURANCE.............................................................................................................9

INDEMNIFICATION.......................................................................................................10

FRANCHISE VIOLATIONS: PROCEDURES, NOTICE, AND CURE....................................................................10

FRANCHISE TERMINATION AND CONTINUITY OF SERVICE.......................................................................11

FORCE MAJEUR..........................................................................................................11

GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS.........................................................12

TRANSFER OR ASSIGNMENT OF FRANCHISE...................................................................................14

COMPLIANCE WITH STATE AND FEDERAL LAW.................................................................................15

NOTICE TO THE GRANTEE.................................................................................................15

STREET OCCUPANCY......................................................................................................15


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ACCESS TO PUBLIC AND PRIVATE PROPERTY.................................................................................16

NONDISCRIMINATION IN EMPLOYMENT.......................................................................................16

GRANTEE MAY ISSUE RULES...............................................................................................17

SEVERABILITY OF ORDINANCE PROVISIONS..................................................................................17

EFFECTIVE DATE........................................................................................................17

</TABLE>

<PAGE>
  An Ordinance Setting Forth the Regulations, Terms and Conditions Under Which
  Cable Television Systems Shall Operate in Malden, MO and Granting A Franchise
     to Enstar Income Program II-2, Its Successors and Assigns to Construct,
           Operate and Maintain a Cable Television System in the City



BE IT ORDAINED by the City of Malden, MO as follows:

1         TITLE AND PURPOSES OF ORDINANCE

This  Ordinance  shall  be  known  as  the  Malden  Cable  Television  Franchise
Ordinance.  The purposes of this  Ordinance  are: a) to establish  the terms and
conditions under which a cable television  system must operate within Malden, MO
(which may  hereafter  be referred  to as "City",  "Franchising  Authority",  or
"Grantor");  b) to provide for the  payment of a  franchise  fee to the City for
costs associated with administering and regulating the system; and c) to grant a
cable television  franchise to Enstar Income Program II-2 (hereafter referred to
as "Falcon" or "Grantee").


2         DEFINITIONS

For the purposes of this Ordinance the following terms, phrases, words and their
derivations  shall have the meaning defined  herein,  unless the context clearly
indicates  that  another  meaning is intended.  Words used in the present  tense
include the future,  words in the plural number include the singular number, and
words in the singular number include the plural number.

          2.1 "Cable Act" means The Cable  Communications  Policy Act of 1984 as
               ---------
          modified by The Cable Television  Consumer  Protection and Competition
          Act of 1992, and the Telecommunications Act of 1996.

          2.2  "Cable  Television  System"  means  any  non-broadcast   facility
                -------------------------
          consisting  of a set  of  transmission  paths  and  associated  signal
          reception,  transmission  and control  equipment,  that is designed to
          distribute to subscribers or other users audio,  video and other forms
          of communications services via electronic or electrical signals.

          2.3  "Channel"  is  a  band  of  frequencies  in  the  electromagnetic
                -------
          spectrum, capable of carrying one audio-visual television signal.



Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 1
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          2.4  "City"  means  Malden,  MO in its  present  form or in any  later
                ----
          reorganized,  consolidated,  enlarged or reincorporated form, which is
          legally  authorized to grant a cable television  franchise under state
          and federal  law.  The City may also be  referred  to as  "Franchising
          Authority" or "Grantor".

          2.5  "Falcon"  means Enstar  Income  Program  II-2,  which may also be
                ------
          referred to as "Grantee".

          2.6 "FCC" means the Federal Communications Commission.
                ---

          2.7 "Franchise" means the rights granted pursuant to this Ordinance to
               ---------
          construct,  own and operate a cable television system along the public
          ways in the City, or within specified areas in the City.

          2.8  "Franchise  Area"  means  that  portion  of the City for  which a
                ---------------
          franchise is granted  under the  authority of this  Ordinance.  If not
          otherwise  stated in an exhibit to this Ordinance,  the Franchise Area
          shall be the legal and  geographic  limits of the City,  including all
          territory which may be hereafter annexed to the City.

          2.9  "Franchising  Authority"  means  Malden,  MO,  its  duly  elected
                ----------------------
          governing body, its lawful successor or such other person or body duly
          authorized by the City to grant a cable television franchise.

          2.10  "Grantee"  means a person  or  business  entity,  or its  lawful
                 -------
          successor or Assignee,  which has been granted a franchise by the City
          pursuant to this Ordinance.

          2.11 "Gross  Subscriber  Receipts" as the term is used in  calculating
                ---------------------------
          franchise  fees means revenues  actually  received by the Grantee from
          television  services it provides to its  subscribers  in Malden  after
          deducting  the  following:  a)  any  fees  or  assessments  levied  on
          subscribers  or users of the system which are collected by the Grantee
          for payment to a  governmental  entity;  b) franchise fees paid by the
          Grantee to the City; c) state or local sales or property taxes imposed
          on the  Grantee  and paid to a  governmental  entity;  and d)  federal
          copyright  fees  paid by the  Grantee  to the  Copyright  Tribunal  in
          Washington, DC.

          2.12  "Normal  Business  Hours"  means those hours  during  which most
                 ----------------------
          similar businesses in the community are open to serve customers.


          2.13 "Normal  Operating  Conditions"  means those  service  conditions
                -----------------------------
          which are within the control of the Grantee.  Those  conditions  which
          are not within the control of the Grantee include, but are not limited
          to, natural disasters,  civil disturbances,  power outages,  telephone
          network  outages,  and severe or  unusual  weather  conditions.  Those
          conditions  which are  ordinarily  within the  control of the  Grantee
          include,  but are not limited  to,  special  promotions,  pay-per-view
          events rate increases,  regular peak or seasonal  demand periods,  and
          maintenance or upgrade of the cable system.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 2
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          2.14 "Public Way" or "Right-of-Way"  means 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,
          tunnel,  park,  parkways,  waterways,  or  other  public  right-of-way
          including public utility  easements or rights-of-way and any temporary
          or permanent fixtures or improvements located thereon now or hereafter
          held by the City which  shall  entitle the City and the Grantee to the
          use  thereof  for  the  purpose  of  installing  and  maintaining  the
          Grantee's cable television system.

          2.15 "School" means any public elementary or secondary school.
                 ------

          2.16 "Service  Interruption" means the loss of picture or sound on one
                ---------------------
          or more cable channels.


          2.17  "Subscriber"   means  any  person  who  receives  monthly  cable
                 ----------
          television service provided by the Grantee's cable television system.


3         FRANCHISE TO OPERATE REQUIRED

It shall be unlawful to operate a cable television system within the City unless
a valid franchise has first been obtained from the City pursuant to the terms of
this Ordinance.  A franchise  granted pursuant to this Ordinance shall authorize
the Grantee to provide cable  television  services within the City and to charge
subscribers for such services. It shall also authorize and permit the Grantee to
traverse any portion of the City in order to provide  service  outside the City.
Unless otherwise specified,  the Franchise Area shall be the legal boundaries of
the City.


4         GRANT OF FRANCHISE

A  franchise  is hereby  granted to Enstar  Income  Program  II-2  (which may be
referred  to herein as "Falcon" or  "Grantee")  to operate and  maintain a cable
television  system in the City for a period of ten (10) years  commencing on the
date of  adoption  of  this  ordinance.  Falcon  has the  option  to renew  this
franchise  for an  additional  term of five (5)  years,  provided  that it is in
substantial  compliance with the material terms of this ordinance at the time of
its experience.


5         FRANCHISE FEES

          5.1 The  Grantee  shall  pay a  franchise  fee  which is  intended  to
          compensate  the  City  for all  costs  which  may be  associated  with
          administering or regulating  Grantee's cable system. The amount of the
          franchise  fee shall be three  (3%)  percent of the  Grantee's  annual
          Gross Subscriber  Receipts,  as defined herein. Such fee shall be paid
          on a annual basis. Grantee shall be entitled to list the franchise fee
          as a separate line item on monthly bills.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 3
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          5.2 Due to federal and local regulations requiring that Grantee notify
          cable  subscribers  at least  thirty (30) days prior to the  effective
          date of any  increases in monthly  charges on  subscriber  bills,  any
          increased  franchise  fee  amounts  which may be due to the City shall
          begin  accruing  sixty (60) days  following the effective date of this
          Ordinance.  If the City  requires more than thirty (30) days notice to
          subscribers  of increased  rates,  then any  increased  franchise  fee
          amounts which may be due to the City shall begin  accruing  sixty (60)
          days after the City's required notice period.

          5.3 At the City's  request,  the Grantee  shall file a report  showing
          Grantee's  Gross  Subscriber  Receipts for the  calendar  year and the
          amount  of  franchise  fees  due  to the  City.  Such  reports  may be
          requested once per calendar year. The Grantee shall have an obligation
          to maintain  financial  records of its Gross  Subscriber  Receipts and
          Grantee fee payments  for audit  purposes for a period of three years,
          and the City shall have the right to audit the Grantee's  books at the
          offices where such books are maintained.


6         SUBSCRIBER RATES

          6.1 All charges to subscribers  shall be consistent with a schedule of
          fees for services offered and established by the Grantee.  Rates shall
          be  nondiscriminatory in nature and uniform to persons of like classes
          under similar circumstances and conditions.

          6.2 The Grantee  will  provide the City with thirty (30) days  advance
          written notice of any change in rates and charges whenever possible.

          6.3 Grantee may offer different or discounted  rates at its discretion
          for  promotional  purposes  and  may  establish  different  rates  for
          different classes of subscribers where  appropriate,  such as offering
          discounted rates to low income  individuals or groups or bulk rates to
          multiple unit dwellings.

          6.4 Grantee shall inform each new  subscriber of all  applicable  fees
          and charges for providing cable television service.

          6.5 Grantee  may, at its own  discretion  and in a  non-discriminatory
          manner, waive, reduce or suspend connection fees, monthly service fees
          or  other  charges  on a one time or  monthly  basis  for  promotional
          purposes.

          6.6  Grantee  may  refuse to provide  service to any person  because a
          prior account with that person remains due and owing.

          6.7 A Grantee may offer  service  which  requires  advance  payment of
          periodic service charges.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 4
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          6.8 The Grantee shall provide  refunds to subscribers in the following
          cases:

               6.8(a) If the Grantee fails within a reasonable  time to commence
               service requested by a subscriber, it will refund all deposits or
               advance  charges that the subscriber has paid in connection  with
               the request for such service at the request of the subscriber.

               6.8(b) If a subscriber terminates any service at any time and has
               a credit  balance for deposits or unused  services,  upon request
               from  the   subscriber  and  upon  return  of  all  of  Grantee's
               equipment, the Grantee will refund the appropriate credit balance
               to  the  subscriber.  The  subscriber  will  be  responsible  for
               furnishing  the  Grantee  a proper  address  to which to mail the
               refund.

               6.8(c) If any subscriber's cable service is out of order for more
               than 48  consecutive  hours  during  the month  due to  technical
               failure,  damage,  or  circumstances  within  the  control of the
               Grantee,  the Grantee will credit the account of that  subscriber
               on a pro rata basis upon the subscriber's  written  request.  The
               credit will be calculated  using the number of  twenty-four  (24)
               hour  periods that service is impaired and the number of channels
               on which service is impaired as a fraction of the total number of
               days in the month  that the  service  impairment  occurs  and the
               total number of channels provided by the system in the absence of
               an impairment.


7         CUSTOMER SERVICE AND CONSUMER PROTECTION

          7.1 Cable System Office Hours and Telephone Availability
              ----------------------------------------------------

         The Grantee will maintain a local,  toll-free or collect call telephone
         access line which will be  available  to its  subscribers  24 hours per
         day,  seven  days per week.  Trained  company  representatives  will be
         available  to respond to customer  telephone  inquiries  during  normal
         business hours.  After normal  business  hours,  the access line may be
         answered by a service or an  automated  response  system,  including an
         answering machine.  Inquiries received after normal business hours must
         be  responded  to by a  trained  company  representative  on  the  next
         business day.  Customer service center and bill payment  locations will
         be open at least during normal business hours.

          7.2 Installation, Outages and Service Calls
              ---------------------------------------

               7.2(a) Standard  installations will be performed within seven (7)
               business  days  after  an  order  has  been  placed.   "Standard"
               installations  are those that are located up to 125 feet from the
               existing distribution system.

               7.2(b)  Excluding  conditions  beyond the control of the Grantee,
               the  Grantee  will  begin  working  on  "service   interruptions"
               promptly   and  in  no  event  later  than  24  hours  after  the
               interruption  becomes  known.  The Grantee must begin  actions to
               correct  other  service  problems  the next  business  day  after
               notification of the service problem.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 5
<PAGE>
               7.2(c) The "appointment  window"  alternatives for installations,
               service calls, and other installation activities will be either a
               specific time or a four-hour  time block during  normal  business
               hours.   The  Grantee  may  schedule   service  calls  and  other
               installation  activities outside of normal business hours for the
               express convenience of the customer.

               7.2(d)  If  Grantee's  representative  is  running  late  for  an
               appointment  with a  customer  and  will  not be able to keep the
               appointment  as scheduled,  the customer  will be contacted.  The
               appointment will be rescheduled, as necessary, at a time which is
               convenient for the customer.

               7.2(e) If the  Grantee's  service  representative  appears for an
               appointment  scheduled  by a  customer  within  the  time  period
               promised  and no one is present  at the  customer's  dwelling  to
               permit  necessary  physical  access to the  dwelling  unit,  then
               Grantee may charge the  customer  for the service  call,  up to a
               maximum of $25.


8         INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS

          8.1 The  Grantee  shall  provide  written  information  on each of the
          following  areas  at the time of  installation  of  service,  at least
          annually to all  subscribers,  and at any time upon request:  products
          and services offered;  prices and options for programming services and
          conditions  of   subscription   to  programming  and  other  services;
          installation and services maintenance policies; instructions on how to
          use the cable service; channel positions of programming carried on the
          system;  and billing and complaint  procedures,  including the address
          and telephone number of the local franchise authority's cable office.

          8.2  Customers  will be notified of any changes in rates,  programming
          services  or  channel  positions  thirty  (30) days in advance of such
          changes  if the  change is  within  the  control  of the  Grantee.  In
          addition,  the Grantee  shall notify  subscribers  thirty (30) days in
          advance of any significant  changes in the other information  required
          by the preceding  paragraph.  Notwithstanding  any other  provision of
          Part 76,  Grantee shall not be required to provide prior notice of any
          rate change that is the result of a regulatory fee,  franchise fee, or
          any other fee, tax,  assessment,  or charge of any kind imposed by any
          Federal  agency,  State,  or Franchising  Authority on the transaction
          between the Grantee and the subscriber.

          8.3 Bills will be clear,  concise  and  understandable.  Bills will be
          itemized,  with  itemizations  including  basic  and  premium  service
          charges and equipment  charges.  Bills will also clearly delineate all
          activity  during  the  billing  period,  including  optional  charges,
          rebates and credits.  In case of a billing  dispute,  the Grantee must
          respond to a written  complaint  from a subscriber  within thirty (30)
          days.

          8.4 Refund checks will be issued  promptly,  but no later than either:
          the customer's next billing cycle following  resolution of the request
          or sixty (60) days,  or the return of the  equipment  supplied  by the
          Grantee if service is terminated.



Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 6
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          8.5 Credits for services  will be issued no later than the  customer's
          next  billing  cycle  following  the  determination  that a credit  is
          warranted.


9         TECHNICAL STANDARDS

          9.1 Grantee shall be responsible for insuring that the cable system is
          designed, installed, and operated in a manner that fully complies with
          Federal   Communications   Commission   (FCC)  rules  regarding  cable
          television technical standards.  Grantee shall be prepared to show, on
          request  by an  authorized  representative  of the  Commission  or the
          Franchising Authority,  that the system does, in fact, comply with the
          rules.

          9.2 Grantee shall conduct complete  performance tests of the system at
          least  twice each  calendar  year (at  intervals  not to exceed  seven
          months),  and shall  maintain the  resulting  test data on file at the
          Grantee's local business office for at least five (5) years.  The test
          data shall be made  available for  inspection by the Commission or the
          local franchiser, upon request. The performance test shall be directed
          at  determining  the extent to which the system  complies with all the
          technical  standards  set forth in  ss.76.605(a)  of the  Commission's
          rules.


10        EXTENSION OF CABLE SERVICE

          10.1 A Grantee which is not already serving the entire  franchise area
          shall provide service to all portions of the franchise area reaching a
          minimum  density of thirty (30) dwelling units per linear strand mile,
          as measured from the nearest  coaxial  cable line,  within twelve (12)
          months after the grant of a franchise.

          10.2  Grantee  shall  provide  aerial  or  buried  drop  lines  to new
          subdivisions within the franchise area at the request of the developer
          provided that the  developer  contracts and agrees with the Grantee to
          pay the cost of the extension of the service.

          10.3 Grantee shall extend and make cable television  service available
          to any resident  within the franchise area who requests  connection at
          the standard connection charge if the connection to the resident would
          require  no more than a  standard  one  hundred  and fifty  (150) foot
          aerial drop or a seventy-five  (75) foot buried drop line or extension
          from the nearest  coaxial  feeder cable.  With respect to requests for
          connection  requiring  an aerial or buried  drop line in excess of the
          maximum  standard  distance,  Grantee shall extend and make  available
          cable television  service to such residents at a connection charge not
          to exceed its actual costs for the distance exceeding the standard one
          hundred  and fifty (150) feet of aerial or  seventy-five  (75) feet of
          underground cable respectively.

          10.4 In areas  with  fewer  than  thirty  (30)  residential  units per
          proposed cable bearing strand mile, Grantee shall offer a cost-sharing
          arrangement  with residents.  A dwelling unit will be counted for this
          purpose if its lot fronts a street. The cost-sharing arrangement shall
          consist of the following:


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 7
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               10.4(a) At the request of a resident  desiring  service,  Grantee
               shall  determine  the cost of the  plant  extension  required  to
               provide  service to the  potential  subscriber  from the  closest
               point on the cable system where it is technically  feasible.  The
               cost of  construction  shall be allocated  based on the following
               formula:

                    10.4(a)(1)  If a request  for  extension  of service  into a
                    residential  area requires the  construction  of cable plant
                    which  does  not  pass  at  least   thirty  (30)   potential
                    subscribers per proposed cable bearing strand mile,  Grantee
                    and  residents  who agree to subscribe to cable service will
                    each bear their  proportionate  share of construction costs.
                    For  example,  if  there  are five (5)  dwelling  units  per
                    proposed  cable bearing  strand mile,  Grantee's  share will
                    equal 5/30ths or one sixth (1/6) of the  construction  cost.
                    The   remaining   cost  will  be  shared   equally  by  each
                    subscriber.

                    10.4(a)(2) Should additional residents actually subscribe to
                    cable  television  service in areas where  subscribers  have
                    already paid a proportionate  share under the extension cost
                    sharing  formula,  subscribers  who have  previously  paid a
                    proportionate  share under the  extension  formula  shall be
                    reimbursed pro rata for their contribution or a proportional
                    share  thereof.  In such case,  the pro rata shares shall be
                    recalculated  and each new subscriber  shall pay the new pro
                    rata  share,  and  all  subscribers  who  previously  paid a
                    proportionate  share shall receive pro rata refunds.  In the
                    event  such  subscribers  (or prior  subscribers)  have been
                    disconnected  or have moved and owe the Grantee  money which
                    has not been  recovered,  Grantee  shall  have the  right to
                    first apply the refund to amounts  owed the Grantee and give
                    the balance, if any to the subscriber. At such time as there
                    are thirty  (30)  potential  subscribers  per cable  bearing
                    strand mile,  the  subscribers  shall receive their pro rata
                    share of  construction  costs.  In any  event,  one (1) year
                    after the completion of a project, subscribers who have paid
                    a share of line extension  costs are no longer  eligible for
                    refunds,  and the amounts paid in construction costs will be
                    credited to the plant account of Grantee.

                    10.4(a)(3)  Where the density of  residential  dwelling  and
                    occupied  commercial  or  industrial   structures,   adverse
                    terrain, or other factors render extension of the system and
                    offering   of   cable   service   impractical,   technically
                    infeasible  or would create an economic  hardship,  the City
                    may,  upon  petition  of  the  Grantee,   either  waive  the
                    extension  of the  system  into  such  areas,  or allow  the
                    extension   and  offer  of  service  on  special   terms  or
                    conditions  which are  reasonable and fair to the City , the
                    Grantee and potential subscribers in such areas.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 8
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11        FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS

Grantee shall provide,  without charge,  one service outlet  activated for basic
subscriber service to each police station,  fire station,  public school, public
library and the City office.  If it is necessary  to extend  Grantee's  trunk or
feeder lines more than two hundred  (200) feet solely to provide  service to any
such school or public  building,  the City or the  building  owner or  occupants
shall  have  the  option  of  either  paying  Grantee's  direct  costs  for line
extensions in excess of two hundred (200) feet or releasing the Grantee from the
obligation to provide  service to such building.  Furthermore,  Grantee shall be
permitted to recover the direct cost of installing cable service, when requested
to do so, in order to provide:  a) more than one outlet, b) inside wiring, or c)
a service outlet requiring more than two hundred (200) feet of drop cable to any
public building.

12        SYSTEM IMPROVEMENTS

          12.1  Grantee  agrees to upgrade the  existing  Malden cable TV system
          within  thirty-six  (36)  months  of the  adoption  of this  Franchise
          Agreement. The upgraded system will have have the technical capability
          to offer a minimum of 83 channels on an analog  and/or  digital  basis
          through its trunk or feeder lines.

          12.2  Falcon  will  provide  the City with a minimum  of two  "access"
          channels - one each for  government  and  educational  access use. The
          City will be the entity  responsible  for  operating  these  channels,
          shall have full  editorial  control and may program these  channels in
          any manner they deem fit,  provided such programming is non-commercial
          and non-profit.  Falcon will activate these channels within 30 days of
          the completion of the system upgrade.

13        INSURANCE

Within  ninety (90) days  following  the grant of a franchise  the Grantee shall
obtain the following insurance policies:

          13.1 A general comprehensive liability policy indemnifying,  defending
          and saving  harmless  the City,  its  officers,  boards,  commissions,
          agents or employees  from any and all claims by any person  whatsoever
          on account of injury to or death of a person or persons  occasioned by
          the operations of the Grantee under the franchise  herein granted,  or
          alleged to have been so caused or occurred,  with a minimum  liability
          of Five Hundred thousand Dollars ($500,000) per personal injury, death
          of any one  person or  damage  to  property  and One  Million  Dollars
          ($1,000,000) for personal injury,  death of any two or more persons in
          any one occurrence or damage to property.

          13.2 All  insurance  policies  called  for  herein  shall be in a form
          satisfactory  to the City and shall  require  thirty (30) days written
          notice  of any  cancellation  to both the City  and the  Grantee.  The
          Grantee shall, in the event of any such cancellation  notice,  obtain,
          pay all premiums for, and file with the City , written evidence of the
          issuance of  replacement  policies  within thirty (30) days  following
          receipt by the City or the Grantee of any notice of  cancellation.  In
          recognition  of  the  foregoing  each  party  agrees  to  cause  their
          respective insurance carriers to waive any rights of subrogation.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 9
<PAGE>

14        INDEMNIFICATION

The  Grantee,  by  its  acceptance  of a  franchise  granted  pursuant  to  this
Ordinance,  shall  indemnify and hold harmless the City, its officials,  boards,
commissions and employees against any and all claims,  suits,  causes of action,
proceedings, and judgments for damage arising out of the award of a franchise to
the  Grantee  and  its  operation  of the  cable  television  system  under  the
franchise. These damages shall include, but not be limited to, penalties arising
out of copyright infringements and damages arising out of any failure by Grantee
to secure  consents  from the owners,  authorized  distributors  or licensees of
programs to be delivered by the Grantee's cable television system whether or not
any act or omission  complained of is authorized,  allowed, or prohibited by the
franchise.


15        FRANCHISE VIOLATIONS: PROCEDURES, NOTICE, AND CURE

          Before exercising any right of redress available to it under the terms
          of this Ordinance,  including  determination of any penalty assessable
          under  applicable  law, the City shall follow the procedures set forth
          in this Section.

          15.1 The City shall notify Grantee in writing,  by Certified  Mail, of
          any alleged violation, ("Violation Notice") which notice shall include
          a detailed description of any alleged violation and a request for cure
          of such violation.

          15.2  Grantee  shall have thirty (30) days from the date of receipt of
          such notice to respond in writing,  indicating:  (1) that  Grantee has
          cured  the  alleged  violation,   providing  reasonable  documentation
          demonstrating  that the alleged  violation  has been  cured;  (2) that
          Grantee has  commenced  or will  commence  actions to cure the alleged
          violation,  but that the alleged  violation cannot reasonably be cured
          immediately,  describing  the  steps to be  taken to cure the  alleged
          violation;  or (3) that Grantee  disagrees with the allegation  that a
          violation has occurred and contests the Violation Notice,  stating the
          reasons therefor. If a violation is cured by Grantee within sixty (60)
          days of receipt of notice, then no penalty shall be imposed.

          15.3 Upon receipt of Grantee's response to the Violation  Notice,  the
          City may either accept Grantee's proposed cure  and/or explanation, or
          if it  believes  that  the  violation  will  not  be  cured  within  a
          reasonable  period of time,  the City may  schedule an  administrative
          hearing,  providing  Grantee no less than  fifteen  (15) days  written
          notice of the hearing which shall afford Grantee due process including
          an opportunity to present evidence.

          15.4 Within fifteen (15) days following an  administrative  hearing on
          an alleged  violation,  the City shall issue a written  report stating
          its findings and the reasons therefor. The City may determine (a) that
          the  alleged  violation  has been  corrected,  or is in the process of
          being  corrected by Grantee,  and that no further  action is required;
          (b) that an extension of the time or other  appropriate  relief should
          be granted until the cure for the problem can be completed by Grantee;
          (c) that the  problem  is beyond  Grantee's  direct  control  and that
          Grantee is not at fault; or, (d) that other appropriate  action should
          be taken.



Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 10
<PAGE>
          15.5 In cases involving construction codes or technical standards,  if
          the alleged violation does not pose a substantial and immediate safety
          hazard,  Grantee shall be allowed a reasonable and sufficient  time to
          complete any required  corrections  or repairs to the system to remedy
          any alleged  noncompliance.  So long as Grantee is making a good faith
          effort to correct the alleged  noncompliance,  no  penalties  shall be
          assessed. A "substantial and immediate safety hazard" shall be defined
          as one  posing an  imminent  likelihood  of injury to  persons  if not
          repaired  immediately.  Grantee shall not be penalized for other minor
          violations  of the  Franchise  or  applicable  codes,  so  long  as it
          demonstrates it is making good faith efforts to correct any problem or
          violation  within a  reasonable  period  of time of the  discovery  of
          alleged violation.


16        FRANCHISE TERMINATION AND CONTINUITY OF SERVICE

          16.1 In the event of a formal  denial of  renewal or  revocation  of a
          franchise,  which  denial or  revocation  is upheld by final  judicial
          adjudication  of any appeal(s)  which may be filed,  the Grantee shall
          have a period  of one (1) year  from such  final  adjudication  within
          which to transfer or convey the assets of the cable  system to another
          owner.  Approval of such proposed  transfer or assignment shall not be
          unreasonably withheld by the City.

          16.2 In the event the  franchise  term expires  prior to formal action
          being taken by the City either to renew the franchise or deny renewal,
          the term of this franchise shall  automatically be extended until such
          time as formal  action to renew or deny  renewal is taken by the City.
          The renewal procedures and criteria contained in Section 626(c) of the
          Cable Communications Policy Act of 1984, as amended, shall be followed
          by the City and the Grantee.


17        FORCE MAJEUR

In the event the Grantee is  prevented or delayed in the  performance  of any of
its  obligations  under this  Ordinance by reason of flood,  fires,  hurricanes,
tornadoes,   earthquakes   or   other   acts  of  God,   unavoidable   casualty,
insurrections,  war, riot,  sabotage,  unavailability  of materials or supplies,
vandalism,  strikes,  boycotts,  lockouts,  labor  disputes,  shortage of labor,
unusually  severe  weather  conditions,  acts or  omissions or delays by utility
companies  upon whom Grantee is dependent for pole  attachments or easement use,
Grantee is unable to obtain  necessary  financing  or any other  event  which is
beyond  the  reasonable  control  of  the  Grantee,  the  Grantee  shall  have a
reasonable time under the  circumstances  to perform its obligations  under this
Ordinance  or to  procure  a  reasonable  and  comparable  substitute  for  such
obligations.  Under such  circumstances the Grantee shall not be held in default
or  noncompliance  with the  provisions of the Ordinance nor shall it suffer any
penalty relating thereto.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 11
<PAGE>
18        GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS

          18.1 Application Procedures
               ----------------------

               18.1(a) An application for a new cable television franchise shall
               be submitted to the City in a form  specified by or acceptable to
               the  City,  and  in  accordance  with  procedures  and  schedules
               established  by the City.  The City may  request  such  facts and
               information as it deems appropriate.

               18.1(b) Upon request,  any applicant  shall furnish to the City a
               map of suitable  scale,  showing all roads and public  buildings,
               which  indicates the areas to be served and the proposed dates of
               commencement of service for each area. The proposed  service area
               shall be  subject  to  approval  by the City.  If  approved,  the
               service area shall be  incorporated  into any  franchise  granted
               pursuant to this  Ordinance.  If no service area is  specifically
               delineated  in  a  franchise,   it  shall  be  considered  to  be
               coterminous with the boundaries of the City.

               18.1(c) After receiving an application for a franchise,  the City
               shall  examine  the legal,  financial,  technical  and  character
               qualifications  of the applicant.  The City may grant one or more
               non-exclusive  franchises  creating  a  right  to  construct  and
               operate a cable  television  system within the public ways of the
               City, subject to the provisions of this Section.

               18.1(d) In the event an application is filed proposing to serve a
               franchise area which  overlaps,  in whole or in part, an existing
               Grantee's  franchise  area, a copy of such  application  shall be
               served upon any  existing  Grantee by the City by  registered  or
               certified  mail.  Such  notice  shall be  considered  a condition
               precedent to  consideration of the application for a franchise by
               the City.

          18.2 Competing Service Providers
               ---------------------------

               18.2(a) Any franchise granted by the City shall be non-exclusive.
               However,  nothing in this ordinance shall be construed to require
               it to grant  more  than  one  franchise  if the  City  determines
               pursuant to the procedures  established in this  Ordinance,  that
               granting additional franchises would be detrimental to the public
               interest.

               18.2(b)  In the  event a  competing  service  provider  commences
               operation of a  communications  facility  which  offers  services
               similar to those  offered by Grantee,  the City shall not require
               Grantee to operate under terms or conditions  otherwise  required
               by  this  Ordinance  which  are  either  less  favorable  or more
               burdensome than those under which the competing  service provider
               must operate. Any franchise which may be granted by the City to a
               competing  service  provider  shall  require  the new  Grantee to
               provide cable service to the entire franchise area then served by
               the existing Grantee. An existing Grantee may, at its discretion,
               comply with the most favorable  terms contained in any subsequent
               franchise granted by the City.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 12
<PAGE>


               18.2(c) Since  competing or  overlapping  franchises  may have an
               adverse  impact on the public  rights-of-way,  on the quality and
               availability  of  communications  services  to the public and may
               adversely affect the existing  operator's  ability to continue to
               provide the services  and  facilities  it is presently  providing
               under this  Ordinance,  the City may issue a franchise in an area
               where  another  Grantee  is  operating  only  following  a public
               hearing to consider  the  potential  impact which the grant of an
               additional  franchise may have on the  community.  In considering
               whether  to grant  one or more  additional  franchises,  the City
               shall specifically  consider, and address in a written report the
               following issues:

                    18.2(c)(1)  The  positive   and/or  negative  impact  of  an
                    additional franchise on the community.

                    18.2(c)(2)  The  ability  and  willingness  of the  specific
                    applicant in question to provide cable television service to
                    the entire  franchise  area which is served by the  existing
                    cable operator.  The purpose of this subsection is to ensure
                    that any competition  which may occur among Grantees will be
                    on  equal  terms  and   conditions  so  as  not  to  give  a
                    competitive advantage to one Grantee over another.

                    18.2(c)(3)  The amount of time it will take the applicant to
                    complete  construction  of the proposed  system and activate
                    service in the  entire  franchise  area;  and,  whether  the
                    applicant can complete  construction  and  activation of its
                    system in a timely manner.

                    18.2(c)(4) The financial  capabilities  of the applicant and
                    its guaranteed  commitment to make the necessary  investment
                    to erect,  maintain and operate the proposed cable TV system
                    for the duration of the  franchise  term. In order to ensure
                    that any prospective Grantee does have the requisite current
                    financial capabilities, the City may request equity and debt
                    financing commitment letters' current financial  statements,
                    bonds,   letters  of  credit  or  other   documentation   to
                    demonstrate to the City 's  satisfaction  that the requisite
                    funds to  construct  and  operate  the  proposed  system are
                    available.

                    18.2(c)(5)  The quality  and  technical  reliability  of the
                    proposed   system,   based  upon  the  applicant's  plan  of
                    construction and the method of distribution of signals,  and
                    the applicant's  technical  qualifications  to construct and
                    operate such system.

                    18.2(c)(6)  The experience of the applicant in the erection,
                    maintenance and operation of a cable television system.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 13
<PAGE>

                    18.2(c)(7)  The  capacity  of the  public  rights-of-way  to
                    accommodate  one or more  additional  cable  systems and the
                    potential  disruption  of  those  public  rights-of-way  and
                    private  property  that may occur if one or more  additional
                    franchises are granted.

                    18.2(c)(8)  The  disruption  of  existing  cable  television
                    service and the potential that the proposed  franchise would
                    adversely affect the residents of the City.

                    18.2(c)(9)  The  likelihood  and ability of the applicant to
                    continue to provide  competing cable  television  service to
                    subscribers   within  the  entire  franchise  area  for  the
                    duration of the franchise.

                    18.2(c)(10)  Such  other  information  as the  City may deem
                    appropriate to be considered prior to granting any competing
                    or overlapping franchise.

          18.3 Permits for Non-Franchised Entities
               -----------------------------------

          The City may issue a  license,  easement  or other  permit to a person
          other than the Grantee to permit  that person to traverse  any portion
          of the  Grantee's  franchise  area within the City in order to provide
          service  outside,  but not within the City.  Such license or easement,
          absent a grant of a franchise in accordance with this Ordinance, shall
          not  authorize  nor permit  said  person to provide  cable  television
          service of any type to any home or place of  business  within the City
          nor render any other service within the City.


19        TRANSFER OR ASSIGNMENT OF FRANCHISE

          19.1 A Grantee may transfer or assign its franchise to another  entity
          (the  "Assignee")  upon  thirty  (30)  days  notice  to the City . The
          Grantee  shall  provide  to the  City a  reasonable  showing  that the
          proposed Assignee or Transferee  possesses the technical and financial
          qualifications  to operate the cable TV system properly.  The proposed
          Transferee or Assignee shall provide the City with a written statement
          that it agrees to comply with all material  terms of the  franchise to
          be  transferred.  The City  shall not  unreasonably  delay or deny the
          assignment  or  transfer of a  franchise.  The  reasonableness  of the
          City's  actions  shall be  subject  to  judicial  review by a court of
          appropriate jurisdiction. The proposed transfer or assignment shall be
          deemed  approved if no action is taken by the City  within  sixty (60)
          days of the written request for transfer by the Grantee.

          19.2 The Grantee may secure  financing  or an  indebtedness  by trust,
          mortgage,  or other instrument of  hypothecation of the franchise,  in
          whole or in part,  without requiring the consent of the City.  Consent
          shall not be required to assign a franchise  from one business  entity
          to  another  which  is  operated  or  managed  by the  Grantee  or any
          affiliated entity. In addition,  so long as the manager and/or general
          partner of the Grantee remains the same, consent shall not be required
          to transfer the interests of any limited  partner of the Grantee,  who
          has no day to day operational control of the Grantee or the system.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 14
<PAGE>

          19.3 A Grantee may transfer or assign its  franchise to an  affiliated
          entity upon  thirty (30) days notice to the City.  Consent of the City
          shall not be required for such an  assignment,  provided  that; a) the
          City is provided with a reasonable  showing that the proposed Assignee
          possesses the technical  and financial  qualifications  to operate the
          cable TV system  and, b) that the  Assignee  agrees to comply with the
          terms of this Ordinance.


20        COMPLIANCE WITH STATE AND FEDERAL LAW

The Grantee and the City shall at all times comply with all applicable State and
Federal  laws  and  the  applicable  rules  and  regulations  of  administrative
agencies. If the Federal Communications Commission (FCC) or any other federal or
state  governmental body or agency enacts any law or regulation or exercises any
paramount  jurisdiction  over  the  subject  matter  of  this  Ordinance  or any
franchise  granted  hereunder,  the  jurisdiction of the City shall cease and no
longer  exist to the  extent  such  superseding  jurisdiction  shall  preempt or
preclude the exercise of like jurisdiction by the City. The City and the Grantee
reserve all rights  they each may possess  under law,  unless  expressly  waived
herein.


21        NOTICE TO GRANTEE

Except as otherwise provided in this Ordinance,  the City shall not meet to take
any action  involving the Grantee's  franchise  unless the City has notified the
Grantee by certified mail at least thirty (30) days prior to such meeting, as to
its time, place and purpose. The notice provided for in this section shall be in
addition to, and not in lieu of, any other notice to the Grantee provided for in
this Ordinance. All notices, requests, demands and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if mailed by certified  mail return  receipt  requested,  addressed to the
Grantee's corporate office as follows:

Enstar Income Program II-2
c/o Charter Communications
12444 Powerscourt Dr., Suite 100
St. Louis, Missouri 63131
         Attn:  Celeste Vossmeyer


22        STREET OCCUPANCY

          22.1  Grantee  shall  utilize  existing  poles,   conduits  and  other
          facilities  whenever  possible,  but may  construct  or  install  new,
          different,  or additional poles, conduits, or other facilities whether
          on the  public way or on  privately-owned  property  with the  written
          approval of the appropriate  government  authority,  and, if necessary
          the property owner.  Such approval shall not be unreasonably  withheld
          by the governmental agency.


Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 15
<PAGE>

          22.2 All  transmission  lines,  equipment and  structures  shall be so
          installed and located as to cause minimum interference with the rights
          and  appearance  and  reasonable  convenience  of property  owners who
          adjoin on any public way and at all times shall 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  use  commonly  accepted
          methods and devices for  preventing  failures and accidents  which are
          likely to cause damage, injuries or nuisances to the public.

          22.3 Grantee shall have the authority to trim trees on public property
          at its own  expense  as may be  necessary  to  protect  its  wires and
          facilities,  subject to the direction of the City or other appropriate
          governmental authority.


23        ACCESS TO PUBLIC AND PRIVATE PROPERTY

          23.1  Grantee  shall  have the right to enter  and have  access to the
          property  and  premises  of the  City or that  of any  subscriber  for
          purposes of  installing  cable TV service or  recovering  and removing
          Grantee's  property  and  equipment  when a  subscriber's  service  is
          terminated  and a subscriber  refuses to return such  equipment to the
          Grantee.

          23.2 The City  shall not  permit  any  person  who owns or  controls a
          residential  multiple  unit  dwelling,   trailer  park,   condominium,
          apartment complex, subdivision or other property to interfere with the
          right of any tenant,  resident or lawful  occupant  thereof to receive
          cable  installation,  service or maintenance  from Grantee,  except as
          federal or state law shall otherwise require.

          23.3 Upon  request by Grantee,  the City shall  promptly  exercise any
          rights it may have to permit or enable  Grantee  to obtain or  utilize
          easements  with respect to any  residential  multiple  unit  dwelling,
          trailer park,  condominium,  apartment  complex,  subdivision or other
          property as required to facilitate  Grantee's use thereof for purposes
          of  providing  system  service  to the  tenants,  residents  or lawful
          occupants  thereof.  In any such  proceeding,  the  restitution to the
          Owner for the amount of space utilized by the system,  considering the
          enhanced  value to the premises  resulting  from the  installation  of
          cable television  facilities,  shall be a one-time charge of $1.00 per
          dwelling unit.


24        NONDISCRIMINATION IN EMPLOYMENT

The Grantee  shall  neither  refuse to hire nor discharge  from  employment  nor
discriminate  against  any  person  in  compensation,   terms,  conditions,   or
privileges of employment  because of age, sex, race,  color,  creed, or national
origin.  The Grantee shall insure that  employees are treated  without regard to
their age, sex, race, color, creed or national origin.

Malden, MO Cable TV Franchise Ordinance
March 19, 1999
Page 16
<PAGE>

25        GRANTEE MAY ISSUE RULES

The Grantee shall have the authority to issue such rules, regulations, terms and
conditions  of its  business as shall be  reasonably  necessary  to enable it to
exercise its rights and perform its services  under this Ordinance and the Rules
of the  FCC,  and  to  assure  uninterrupted  service  to  each  and  all of its
subscribers. Such rules and regulations shall not be deemed to have the force of
law.


26        SEVERABILITY OF ORDINANCE PROVISIONS

If any section of this Ordinance or the franchise,  or any portion  thereof,  is
held  invalid or  unconstitutional  by any court of  competent  jurisdiction  or
administrative  agency,  such  decision  shall not  affect the  validity  of the
remaining portions of the Ordinance or franchise.


27        EFFECTIVE DATE

This ordinance shall become effective upon the date of its adoption by the City.
Any failure by the City to follow proper  procedures under state or local law in
adopting this Ordinance or granting a franchise shall not abrogate the rights or
obligations  of  either  the  Grantee  or the City  under  this  Ordinance.  If,
following  adoption of this Ordinance it is subsequently  determined that proper
legal  procedures  have  not  been  followed  by  the  City,  it  shall  be  the
responsibility  of the City to rectify  any  procedural  defects  and ratify the
terms of this Ordinance.


PASSED AND APPROVED by the City Council of Malden this 27th day of March, 2000.


BY:      /s/ Cecil Week, Jr.
         --------------------
Title:   Mayor

ATTEST:  /s/ Francis J. Nimmo
         --------------------
Title:   City Clerk


ACCEPTED BY Enstar Income Program II-2.

BY:      /s/ Gene O'Kaoslain
         --------------------
Title:   Senior VP Operational Central Region
         Charter Communications

ATTEST:  /s/ Deanna S. Porter
         --------------------
Title:   Executive Assistant
         Charter Communications

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