**Exhibit 10**

[INSIGHT LETTERHEAD]

March 31,2006

Mr. HamidHeidary34 Fairhand Ct.Bridgewater, N.J. 08807

DearHamid:

I am very pleased to confirmInsight Communications’ offer that you join us effective March 27, 2006 inthe capacity of Executive Vice President. The offer contains the followingterms.

**Salary:** As Executive Vice President, you will receive a starting annual basesalary of $350,000.00.

**Annual Incentive Bonus:** You will receive an annual incentive bonusas follows:

(a) 50%of your base salary earned during 2006 and 2007;

(b) 50%of your base salary earned between January 1, 2008 and March 27, 2008(your second anniversary date of employment).

Thereafter, your eligibilityfor a bonus will be determined by the bonus program in effect for comparablesenior members of Insight management. Except as specified below, any annualincentive bonus will be payable at such time as other bonuses are paid withrespect to the relevant period and in accordance with normal payroll policies.

**ManagementBonus Pool****:**You will be eligible toparticipate in the Bonus Pool established in the Securityholders Agreemententered into among the Company and its shareholders and shall be allocated andawarded such cash bonus opportunities as may be approved from time to time by theCompensation Committee of the Board of Directors and subject to the terms andprovisions of such Bonus Pool. In order to be entitled to receive a bonus fromthe Management Bonus Pool, you must be employed by the Company on the last dayof the period to which such bonus relates.

**Signing Bonus:** You will receive a lump sum, one-time sign-on bonus of $100,000.00.  This payment is contingent upon your continuedemployment with Insight Communications. If you are terminated for “Cause” or ifyou should 

resignwithout “Good Reason” (as defined below) within 12 months of your start date,you agree to repay the signing bonus amount in full.

## **Equity:****** Insight will issue you 1,850 of Series FNon-Voting Common Shares. All shares will be issued pursuant to the InsightCommunications Company, Inc. 2005 Stock Incentive Plan, as amended (the “Plan”).You will be required to sign a standard subscription agreement for these shareswhich provides, among other things, one fifth of the Series F Sharesissued shall vest on each of the first, second, third, fourth and fifthanniversaries of the issue date.

**Terminationof Employment**: If your employment is terminated without “Cause”or if you resign for “Good Reason” within two (2) years of your employmentdate with the Company (hereinafter referred to as the “Term”), we will pay youany accrued and unpaid base salary and earned vacation, plus as liquidateddamages:

(1) yourprorated (based on the number of days preceding termination) bonus for thecalendar year in which the termination occurred, as determined in accordancewith your then existing bonus arrangement, which amount will be payable within10 days of the date of termination, and

(2) continuedpayment of your base salary and benefits (to the extent they are available) forthe greater of the balance of the Term or 12 months, which will be payable ininstallments on our regular payroll dates.

Ifyour employment is terminated without “Cause” or if you resign for “Good Reason”after two (2) years of your employment date with the Company, we will payyou any accrued and unpaid base salary and earned vacation, plus:

(1)   your prorated (based on the number of dayspreceding termination) bonus for the calendar year in which the terminationoccurred, as determined in accordance with your then existing bonusarrangement. To the extent such bonus includes amounts earned during the firsttwo years of employment (specified above), such amounts will be payable within10 days of the date of termination. Any other prorated bonus will be payable atsuch time as other bonuses are paid with respect to the relevant period and inaccordance with normal payroll policies; and

(2) continuedpayment of your base salary and benefits (to the extent they are available) for12 months, which will be payable in installments on our regular payroll dates.

“Cause”means (i) your failure to substantially perform your duties hereunder(other than any such failure due to Executive’s physical or mental illness), (ii) Executive’sengaging in misconduct that has caused or is reasonably expected to result ininjury to the Company or any of its affiliates or any of their interests,

(iii) Executive’sbreach of fiduciary duty or fraud with respect to the Company or any of itsaffiliates, (iv) Executive’s conviction of, or entering a plea of guiltyor nolo contendere to, a felony or other serious crime, and (v) Executive’smaterial breach of any of Executive’s obligations hereunder, under any otherwritten agreement or covenant with the Company, or under any written policy,program or code of the Company; provided, however, that, with respect toclauses (i), (ii) and (v), the Company shall provide written notice to theExecutive specifying in reasonable detail the circumstances claimed toconstitute Cause and, if such circumstances may be corrected, suchcircumstances shall not constitute Cause unless and until the Executive failsto correct the circumstances set forth in the Company’s written notice within,with respect to clauses (ii) or (v), 30 days or, with respect to clause(i), 60 days of receipt of such notice; provided further that, if thecircumstances claimed to constitute Cause are not fully curable at the timesuch written notice is provided and such circumstances claimed to constituteCause are the result of Executive’s mere ordinary negligence or unintentionalfailure, act or omission and were carried out (or omitted to be carried out) bythe Executive in good faith, such circumstances shall not constitute Causeunless the Executive fails to correct the circumstances set forth in theCompany’s written notice within the time period specified in the first provisoabove to the extent such circumstances are then curable or if not fullycurable, if the uncured circumstances have resulted or are reasonably expectedto result in material injury to the Company or any of its affiliates.

“GoodReason” means a resignation by you by written notice to the Company specifyingin reasonable detail the circumstances claimed to provide the basis for suchresignation, within 45 days following the date on which you have actualknowledge of the occurrence, without your consent, of any of the followingevents and the failure of the Company to correct the circumstances set forth inyour written notice within 45 days of receipt of such notice: (i) theassignment to Executive of duties that are significantly different from, andthat result in a substantial diminution of, the duties that Executive has or isto assume on the commencement of employment or (ii) a material breachhereunder by the Company. Executive agrees that a corporate reorganization bythe Company and/or its affiliates pursuant to which the Company ceases to existor Executive’s title is changed shall not constitute Good Reason hereunder solong as there is no material diminution or change in the nature of Executive’sduties described herein.

**VehicleAllowance****:**You will receive a monthlycar allowance in an amount to be agreed upon.

**CompanyBenefits****: **As Executive Vice President, you will participate in the standardbenefits available to Insight personnel, including:

MedicalInsurance: You will be eligible to participate in the standard benefit programfor Insight personnel including medical, dental and vision, after

completion of 90 days ofemployment. Currently, the Company pays 84% of the premiums for the employeeand his eligible dependents. The employee is responsible for paying theremaining 16%. These terms are subject to change from time to time.

Duringthis 90 day waiting period, Insight will pay, on your behalf, the premiumsnecessary to continue the individual policy for medical coverage that youcurrently have in place. Alternatively, Insight will arrange and pay forcoverage under a medical insurance program for you and your family during the90 day waiting period prior to your becoming eligible to participate in theCompany’s group medical coverage.

LifeInsurance:  Life insurance will beprovided pursuant to the Company’s life insurance plan for comparable seniorexecutives. That plan provides a death benefit equal to 1.5 times annual basesalary.

#### Disabilityand Supplemental Income Protection Plan: As a senior executive with Insight, you will be eligible to receivebenefits pursuant to the Company’s Supplemental Income Protection Plan. In theevent of a qualifying disability, and after an elimination period of 90 days(if approved), you would receive a maximum benefit of $2,500 per month inaddition to the benefits available under the Company’s standard Long TermDisability Plan.

401kPlan: You will be eligible to contribute to Insight’s 401(k) Planimmediately upon your employment with the Company. Beginning in the calendarquarter following your completion of 6 months of service you will be eligibleto begin receiving matching contributions to your account consistent with theterms of Insight’s 401k Plan.

Vacation:You will be eligible for five (5) weeks of vacation per year. Thisvacation benefit goes beyond the normal vacation benefit for new Insightemployees. Therefore, if your employment should terminate for any reason, youwill be paid only for unused vacation time that would have accrued underInsight’s vacation schedule.

**WorkLocation****:**It is understood that asExecutive Vice President, it will be necessary for you to spend approximately 3days per week (Tuesday-Thursday) working in Insight’s Louisville, Ky.operations or elsewhere among our operating areas as the need dictates. Theremaining work days of the week will typically be (at your discretion) spenteither working from your home or out of the Company’s New York offices.

Thisoffer of employment is contingent upon your successfully completing a drugscreening and background check. We will forward to you, under separate cover,the instructions and documents to process your background check and pre-employmentdrug screening. Also, within three (3) business days of the date youremployment commences, you will need to complete the necessary form to verifyyour eligibility to work legally in the United States.

Ifyou are in agreement with the offer terms above, please sign the attached copyof this letter and return to me. We look forward to your joining us at Insight.If you have any questions or if I can help you in any way, please do nothesitate to contact me.

Sincerely,
| /s/ James D. Morgan                       |              |
|-------------------------------------------|-------------------|
| James D. Morgan                           |              |
| Senior Vice  President of Human Resources |              |
|                                      |              |
| Accepted:                                 | /s/ Hamid Heidary |   |
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| Date:                                     | 4-4-06            |
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