<PAGE>

                                                              EXHIBIT 10.29


                            SOUTHERN LANCASTER COUNTY SC
                    FALCON CABLE TELEVISION FRANCHISE AGREEMENT
                                          
                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                 Page
<S>                                                                                <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.   INTENT AND AUTHORITY                                                      1
          Finding (1); Authority to Grant Franchise (1)
     2.   DEFINITIONS                                                               1
     3.   MISCELLANEOUS GENERAL PROVISIONS.                                         6
          Short Title (6); Police Powers (6); Separability (6); Adjustment of
          Dollar Amounts (6); Applicability (6); Confidentiality (6); Notices
          (6)

THE FRANCHISE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     4.   INFORMATION REQUIRED/RECEIVED FROM GRANTEE                                7
     5.   GRANT OF FRANCHISE                                                        7
          Consistency with Federal and State Laws (7); General Ordinances (8)
     6.   DURATION                                                                  8
          Term (8); Renewal (9)
     7.   USE OF STREETS                                                            9
     8.   SYSTEM UPGRADE                                                           12
     9.   REMOVAL                                                                  14
     10.  RIGHT OF GRANTORS TO PURCHASE THE SYSTEM                                 15

SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     11.  UNIVERSAL SERVICE                                                        16
          Line Extension Policy (16)
     12.  GENERAL REQUIREMENTS                                                     16
          Repairs (17); Emergency Alert System (17)
     13.  CUSTOMER SERVICE                                                         18
          FCC Standards (18); Customer information (18); Grantee Rules (18);
          Local business office (18); 24-hour service (18); Prompt repair (18);
          Equipment maintenance (19); Deposits (19); Disconnection (19);
          Security deposit (19); Refunds (19); Late fees (20)
     14.  TECHNICAL STANDARDS                                                      20
          Color, Stereo, and VIT Signals (21)
     15.  COMMUNITY, EDUCATIONAL AND GOVERNMENTAL ACCESS                           21
          Grantee use of Unused Access Channel (21); Support for Use of Access (22)
     16.  SERVICE TO GRANTORS                                                      22
     17.  PROGRAMMING                                                              23

</TABLE>


<PAGE>
<TABLE>


<S>                                                                                <C>
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     18.  REGULATION OF THE FRANCHISE                                              23
     19.  TRANSFERS                                                                24
     20.  BOND                                                                     25
     21.  INDEMNIFICATION                                                          25
     22.  INSURANCE                                                                26
     23.  REPORTS                                                                  27
          Contemporaneous reports (27); Annual Report (27); Special reports (28)
     24.  RATES                                                                    28
          Promotional rates (28)
     25.  FRANCHISE FEES                                                           29
     26.  RECEIVERSHIP AND FORECLOSURE                                             30
     27.  ENFORCEMENT                                                              31
          Termination  (31); Liquidated Damages (32); Forbearance (33); Force
          Majeure (33)

</TABLE>
<PAGE>

                                                             PAGE 1

KNOW ALL MEN BY THESE PRESENTS that the Town of Heath Springs, the Town of
Kershaw, and Lancaster County, South Carolina, hereinafter singly and
collectively the Grantors, and Enstar Income Program 1984-1, L.P. d.b.a. Falcon,
hereinafter the Grantee, in order to provide to Grantee a non-exclusive
franchise to operate a cable television system, do mutually agree as follows.

                                    INTRODUCTION

1.   INTENT AND AUTHORITY

     a.   Finding : The Grantors find that the development of communications
          systems such as cable television has the potential of having great
          benefit and impact upon the residents of Heath Springs, Kershaw, and
          Lancaster County. Because of the complex and rapidly changing
          technology associated with cable television, the Grantors further
          finds that the public convenience, safety and general welfare can best
          be served by reasonable regulations to attain the best possible public
          interest and public purpose in these matters. 
     
     b.   Authority to Grant Franchise: Grantors shall comply with any
          requirements of the State or Federal governments so as to maintain
          their authority to grant a Franchise.

2.   DEFINITIONS

For the purposes of this Franchise Agreement the following terms, phrases,
words, and their derivations shall have the meaning given herein. When not
inconsistent with the context, words used in the present tense include the
future, words in the plural number include the singular number, words in the
singular number include the plural number, and the use of any gender shall be
applicable to all genders whenever the sense requires. The words "shall" and
"will" are mandatory and the word "may" is permissive. Words not defined shall
be given their common and ordinary meaning. 


     a.   "Area of dominant interest" has the same meaning given it in FCC
          regulations.
     
     b.   "Cable Act" means the Cable Communications Policy Act of 1984 (Public
          Law No. 98-549, 47 USC 521 (Supp.)) as it may be amended or
          superseded.
     
     c.   "Cable Communications System" or "System," also referred to as "Cable
          Television System," "Cable System," "CATV System," shall mean a
          facility, consisting of a set of closed transmission paths and
          associated signal generation, reception, and control equipment that is
          designed and constructed for the purpose of providing cable service
          within the Franchise Area.

<PAGE>

                                                                     PAGE 2

     d.   "Cable service" means the provision to subscribers of video
          programming or information Grantee makes available to all subscribers
          generally and subscriber interaction, if any, which is required for
          the selection of such programming or information.
     
     e.   "Cable TV Administrator" shall mean the Mayor of Heath Springs, the
          Administrator of Kershaw, or the County Administrator, or their
          designee, as applicable, provided that the said administrator shall
          notify Grantee in writing the name of such designee(s).
     
     f.   "Channel" means a portion of the electromagnetic frequency spectrum
          which is used in the cable system and which is capable of delivering a
          television channel as defined by the FCC to subscribers.
     
     g.   "Community channel" or "community access channel" means any channel
          designated or dedicated for use by the general public or noncommercial
          organizations which is made available for use without charge on a
          first-come, first-served, nondiscriminatory basis. Such channels are
          identical to "public access channels" as defined in the Cable Act.
     
     h.   "Educational channel" or "educational access channel" means any
          channel where educational programs are the only designated use.
     
     i.   "Fair market value" means the price that a willing buyer would pay to
          a willing seller for a going concern.
     
     j.   "FCC" means the Federal Communications Commission or any legally
          appointed or elected successor.
     
     k.   "Franchise" shall mean the right granted by this agreement to erect,
          construct, reconstruct, operate, dismantle, test, use and maintain a
          cable communications system in the Grantors' jurisdictions.
     
     l.   "Franchise Area" or "Service Area" shall mean the area within the
          present corporate limits of Heath Springs and Kershaw, and any area
          subsequently annexed by either of them, and the unincorporated portion
          of Lancaster County, unless Grantors shall approve a smaller area
          pursuant to section 12.(b).
     
     m.   "Franchise fee" means any tax, fee or assessment of any kind imposed
          by a franchising authority or other governmental entity on a Grantee
          solely because of its status as such. The term "Franchise Fee" does
          not include:
<PAGE>

                                                                     PAGE 3

          (1)  Any tax, business license, fee, or assessment of general
               applicability (including any such tax, license, fee, or
               assessment imposed on both utilities and cable operators or their
               services but not including a tax, fee or assessment which is
               unduly discriminatory against Grantee);
 
          (2)  Capital costs which are required by the Franchise to be incurred
               by Grantee for community, educational or governmental access
               facilities;
          
          (3)  Requirements or charges incidental to the awarding or enforcing
               of the Franchise, including payments for bonds, security funds,
               letters of credit, insurance, indemnification, penalties, or
               liquidated damages; or
          
          (4)  Any fee imposed under Title 17, United States Code.

     n.   "Government channel" or "government access channel" means any channel
          specifically designated or dedicated for government use.
     
     o.   "Grantee" shall mean Enstar Income Program 1984-1, L.P. d.b.a. Falcon,
          its agents, employees, lawful successors, transferees or assignees.
     
     p.   "Grantors" shall mean the Town of Heath Springs, the Town of Kershaw,
          and Lancaster County of the State of South Carolina, or any one or two
          of them. The Grantors' Councils are the governing bodies of the
          Grantors.
     
     q.   "Gross Revenues derived from the operation of the system" shall mean
          all cash, credits, property of any kind or nature or other
          consideration derived directly or indirectly by a Grantee, its
          affiliates, subsidiaries, parents, and any other person or entity in
          which the Grantee has a financial interest or which has a financial
          interest in the Grantee, including but not limited to:

          (1)  revenue from all charges for cable services provided to
               subscribers (including leased access fees), less refunds but
               including the full amount recovered by any collection agency;
          
          (2)  revenue from all charges for the insertion of commercial
               advertisements upon the Cable Television system;
          
          (3)  revenue from all charges for the leased use of studios;
          
          (4)  revenue from all charges for the installation, connection and
               reinstatement of equipment necessary for the utilization of the
               Cable Television System and the provision of subscriber and other
               services;
          
          (5)  the sale, exchange or use or cable cast of any programming
               developed for community use or institutional users;

<PAGE>

                                                                     PAGE 4

          (6)  valued at retail price levels, the value of any goods, services,
               or other remuneration in non-monetary form, received by the
               Grantee or others described above in consideration for
               performance by a Grantee or others described above of any
               advertising or other service in connection with the Cable
               Television System; and
          
          (7)  revenues from any television programming or other services
               offered to the citizens of Grantors within the term of the
               Franchise by any means of delivery whatsoever where such
               programming or services are provided by means of the System or
               any part thereof.

Such revenues shall be subject to a Franchise Fee once and only once and
revenues transferred to a related entity shall not be subject to a Franchise Fee
a subsequent time. This definition shall not operate to result in an amount for
gross revenues that is less than the amount subject to South Carolina sales tax.

     The phrase "financial interest" as used in this definition shall include
     but not be limited to the following, if and to the extent derived from the
     operation of the cable system (a) Any contract in which the Grantee or any
     named owner thereof is to receive a percentage of the gross revenues and/or
     a percentage of the net income of the other party to the transaction by
     reason of the activities encompassed by said contract; (b) Any debt
     relationship in which the Grantee or any named owner thereof as debtor
     borrows funds at a rate more advantageous than that generally available to
     similarly situated entities of similar credit worthiness; (c) Any debt
     relationship in which the Grantee or any named owner thereof as creditor
     receives a rate of interest exceeding that which would otherwise be paid by
     a similarly situated debtor of similar credit worthiness; (d) Any debt
     relationship which has conversion privileges to a form of equity of the
     nature described in the preceding subsection.
     
     The phrase "derived from the system" as used in this definition shall not
     include: (a) business services provided to cable television entities to the
     extent such revenues are subject to another Franchise; (b) business
     services provided to non-cable television entities provided that Grantee
     receives reasonable consideration for such services; (c) any activity,
     product or service which cannot be provided by means of the system,
     provided that the value of use of the system for marketing or otherwise
     shall be included.

     r.   "Installation" shall mean the connection of the system to subscribers'
          terminals.
     
     s.   "Leased Access" shall mean the use on a fee-for-service basis of the
          Cable Television System by business enterprises (whether profit,
          nonprofit or governmental) to render services to the citizens of the
          Grantors and shall include without limitation all use pursuant to
          Section 612 of the Cable Act.
     
<PAGE>

                                                                     PAGE 5

     t.   "Leased access channel" or "commercial leased channel" means any
          channel designated or dedicated for use by persons unaffiliated with
          the Grantee in accordance with the Cable Act.
     
     u.   "Person" means any individual, corporation, partnership, association,
          joint venture or organization of any kind and the lawful trustee,
          successor, assignee, transferee or personal representative thereof.
     
     v.   "Reasonable notice" shall be written notice addressed to either
          Grantors or Grantee at its respective principal office within the
          Grantors or such other office as the party has designated to the other
          as the address to which notice shall be transmitted to it, which
          notice shall be certified and postmarked not less than ten (10)
          business days prior to that day in which the party giving such notice
          shall commence any action which requires the giving of notice. In
          computing said five (5) days, holidays recognized by the Grantors
          shall be excluded.
     
     w.   "Resident" means any person residing in the Franchise Area.
     
     x.   "Sale" shall include any sale, exchange, barter or offer for sale.
     
     y.   "School" means any public, private or nonprofit educational
          institution, including primary and secondary schools, colleges and
          universities.
     
     z.   "Service area" means the "Franchise Area." 
     
     aa.  "State" means the State of South Carolina.
     
     bb.  "Street" shall mean the public ways, including the surface of and the
          space above and below any public street, road, highway, freeway,
          easement, lane, path, alley, court, sidewalk, parkway, or driveway now
          or hereafter existing as such within the Franchise Area.
     
     cc.  "Subscriber" means any person who legally receives any one or more of
          the services provided by the Cable Communications System.
     
     dd.  "System" means "Cable Communications System."
     
     ee.  "Upstream signal" means a signal originating from a terminal to
          another point in the cable television system, including video, audio
          or digital signals for any purpose.
     
     ff.  "User" means a person or organization utilizing channel or equipment
          and facilities for the purpose of production and/or transmission of
          material, as contrasted with receipt thereof in a subscriber capacity.

<PAGE>
                                                                     PAGE 6

3.   MISCELLANEOUS GENERAL PROVISIONS

     a.   Short Title: This agreement shall be known and may be cited as the
          "Falcon Cable TV Franchise Agreement."

     b.   Police Powers: Nothing in this shall be construed as an abrogation by
          the Grantors of any of their police powers.
     
     c.   Separability: If any Section, subsection, sentence, clause, phrase, or
          portion of this Franchise Agreement is for any reason held invalid or
          unconstitutional by any court of competent jurisdiction, such portion
          shall be deemed a separate, distinct, and independent provision and
          such holding shall not affect the validity of the remaining portions
          hereof.
     
     d.   Adjustment of Dollar Amounts: All amounts stated in specific dollars
          in this agreement may be adjusted from time-to-time by Grantors
          Councils based upon the Consumer Price Index or some other reasonable
          method.
     
     e.   Applicability: Grantee may not avoid compliance with the terms and
          provisions of this agreement by contracting for any service. Grantee
          shall not utilize an "open video system" or its equivalent to avoid
          application of the Franchise to Grantee's operations.
     
     f.   Confidentiality: To the maximum extent permitted by applicable law,
          the Grantors shall disclose to only those Grantors officials whose
          positions reasonably require knowledge of such information and shall
          otherwise keep confidential any information specifically designated by
          Grantee in writing to be confidential. In the event that a request for
          disclosure is made pursuant to a Freedom of Information Act or
          otherwise reasonably requiring a response by the Grantors, the
          Grantors shall disclose the fact that the Grantee claims a right of
          confidentiality with respect to such information and shall promptly
          advise the Grantee regarding such request. The Grantors shall further
          resist such request only if the Grantee agrees in writing to bear the
          expense of such resistance. Failure of Grantee to agree to bear such
          expense in a timely fashion in order for Grantors to meet their legal
          obligation to the party requesting such information shall be construed
          as Grantee relinquishing any claim of confidentiality.
     
     g.   Notices: All notices, requests, demands, or other communications
          hereunder shall be in writing and shall be deemed to have been duly
          given and delivered by mailing, first class, postage pre-paid, return
          receipt requested, as follows:

          (1)  To Grantors: Mayor, Town of Heath Springs, P. O. Box 68, Heath
               Springs SC 29058; Administrator, Town of Kershaw, Box 145,
               Kershaw, SC 29067; Administrator, Lancaster County, P. O. Box
               1809, Lancaster, SC 29721.

<PAGE>

                                                                     PAGE 7

          (2)  To Grantee: Director of Government Relations, Enstar Income
               Program 1984-1, L.P., c/o Falcon, 10900 Wilshire Boulevard, 15th
               Floor, Los Angeles, CA 90034.

                                   THE FRANCHISE

4.   INFORMATION REQUIRED/RECEIVED FROM GRANTEE

Grantors acknowledge receipt and sufficiency of the following:

     a.   a clear description of the identity of the Grantee including but not
          limited to the name of the Grantee, the address of the Grantee, the
          nature of the business entity, the name(s) and address(es) of each
          person owning one percent (1%) or more of the business entity, and
          evidence of the compliance of the business entity with all applicable
          law;
     
     b.   an affidavit that the Grantee is not in collusion with any potential
          applicant for a Cable TV Franchise and that Grantee is not a
          participant in any other application for a cable TV Franchise by the
          Grantors;
     
     c.   a non-refundable fee of $5,000.

Information to be Public : Subject to the provisions of section 3.f, all
information described in this section shall be available for public inspection
at places designated by the Grantors.

5.   GRANT OF FRANCHISE

     a.   Grant : Grantors hereby grant to Grantee a nonexclusive, revocable
          Franchise to construct, operate, maintain, and reconstruct, a Cable
          Communications System within the Franchise Area. Said Franchise
          constitutes both a right and obligation to provide the services of a
          Cable Communications System. Grantors specifically reserve the right
          to grant, at any time, such additional Franchises for Cable
          Communications Systems as they deems appropriate, and issuance of one
          or more Franchises shall not be construed as limiting the Grantors'
          right to provide Cable Television services themselves or in concert
          with any other entity.
     
     b.   Consistency with Federal and State Laws: The Franchise granted hereby
          is intended to be consistent with federal laws and regulations and
          state general laws and regulations. In the event of conflict between
          the terms and conditions of the Franchise and the terms and conditions
          on which the Grantors can grant a Franchise, the general law and/or
          statutory requirements shall, without exception, control.
               


<PAGE>

                                                                     PAGE 8

     c.   General ordinances: The Franchise granted hereby is made subject to
          general ordinance provisions now in effect or hereafter made
          effective. Nothing in the Franchise shall be deemed to waive the
          requirements of the other codes and ordinances of the Grantors
          regarding permits, fees to be paid or manner of construction. Grantee
          shall be liable for all taxes, business licenses, fees, or other
          impositions as any other business having its place of business in the
          Grantors' jurisdiction.
     
     d.   The franchise granted herein shall be terminated only as authorized
          and permitted by applicable federal and state law and this agreement
          and upon written notice given not less than 120 days prior to the
          effective date of termination.
     
     e.   The Grantors shall not grant another franchise for cable television
          service in the franchise area, nor shall they undertake to provide
          cable television services in competition with Grantee, on terms or
          conditions more favorable or less burdensome to the operator than
          those applied to Grantee herein under this Franchise. In the event
          that Grantors provide cable service, they shall include in charges to
          their subscribers the equivalent of the franchise fees Grantee is
          required to pay pursuant to this Franchise. If Grantors grant another
          franchise for cable television service in the franchise that is less
          favorable or more burdensome to the operator than those applied to
          Grantee under this Franchise Agreement, Grantee shall become subject
          to such provisions in a reasonable time as determined by Grantors.

6.   DURATION

     a.   Term  The term of this Franchise and all rights, privileges,
          obligations, and restrictions pertaining thereto shall be ten (10)
          years from March 15, 1998, which shall be the effective date hereof,
          unless terminated sooner or extended as hereinafter provided, and all
          Grantee's obligations, except the obligation to provide a Cable
          Communications System under section 5, shall survive expiration of the
          Franchise. During the final two years of the initial term of this
          Franchise, Grantors shall review the technology employed by Grantee to
          determine whether the technology is substantially equal to the
          technology employed by other systems of similar size managed by or
          affiliated at that time with Grantee, its general partner or
          management company in North or South Carolina.
          (1)  Unless Grantors determine that the technology employed by Grantee
               at that time is not substantially equal to the technology
               employed by Grantee, its general partner or management company in
               North or South Carolina, the term of this franchise shall be
               automatically extended for an additional five (5) years.
          (2)  In the event that Grantors reasonably determine that the
               technology employed by Grantee at that time is not substantially
               equal to the technology employed at that time by other systems
               managed by or affiliated with Grantee, its general partner or
               management company in North or 


<PAGE>

                                                                     PAGE 9
               South Carolina, Grantee shall upgrade its technology to make 
               it substantially equal to the technology employed by such 
               other systems within eighteen (18) months of the notice to 
               Grantee or within ten (10) years of the effective date hereof, 
               whichever is later. The term of this franchise shall be 
               extended to such deadline date. If Grantee completes the 
               upgrade required by this subsection, then the term of this 
               franchise shall be extended as provided in subsection (1) of 
               this section.

          (3)  If Grantee wishes to appeal the determination of Grantors
               described in subsection (1) of this section, its sole recourse
               shall be to a board of three members, all three of whom shall be
               experts in cable television franchising, one appointed by
               Grantee, one appointed by Grantors, and one selected by the other
               two members. Grantee shall initiate such appeal by appointing one
               such person and serving written notice upon Grantors of such
               appointment. Within forty-five (45) days after receipt of such
               notice, Grantors shall serve upon Grantee a notice of the
               appointment of a member. If Grantors shall fail to make such
               appointment or if the two members appointed by the parties shall
               fail to select a third member within thirty (30) days after the
               appointment of the second member, the Court of Common Pleas for
               Lancaster County may, upon application of either party, appoint
               any member or members not duly appointed in accordance with the
               foregoing. The board may obtain such records of Grantee as it may
               determine to be relevant to its assignment and shall make its
               determination within a reasonable time. Members of the board
               shall be entitled to reasonable compensation to be paid by the
               parties equally.

     b.   Renewal: Upon expiration of the franchise term or any extension
          thereof, the right of Grantee respecting renewal shall be determined
          in accordance with applicable law in effect at that time.

7.   USE OF STREETS

     a.   For the purposes of operating and maintaining a Cable Communications
          System in the Franchise Area, Grantee may erect, install, construct,
          repair, replace, reconstruct and retain in, on, over, under, upon,
          across and along the streets within Grantors such lines, cables,
          conductors, ducts, conduits, vaults, manholes, amplifiers, appliances,
          pedestals, attachments and other property and equipment as are
          necessary and appurtenant to the operation of the Cable System,
          provided that all applicable permits are applied for and granted, all
          fees paid and all other of Grantors codes and ordinances are otherwise
          complied with.

     b.   Plans to be approved : Prior to construction or alteration, Grantee
          shall in each case file plans with the Grantors and receive written
          approval of such plans.

<PAGE>

                                                                     PAGE 10

     c.   Coordination : Construction, installation and maintenance of the Cable
          Television System shall be performed in an orderly and workmanlike
          manner, and in close coordination with public and private utilities
          serving the Franchise Area following accepted construction procedures
          and practices and working through existing coordinating committees and
          organizations or such organizations as may be established. All cable
          and wires shall be installed, where possible, parallel with electric
          and telephone lines, and multiple cable configurations shall be
          arranged in parallel and bundled with due respect for engineering
          considerations.
     
     d.   All transmission and distribution structures, lines, and equipment
          erected by the Grantee within the Franchise Area shall be so located
          as to cause minimum interference with other proper uses of streets,
          alleys, and other public ways and places, and to cause minimum
          interference with the rights and reasonable convenience of property
          owners who adjoin any of the said streets, alleys or other public ways
          and places. Grantee shall make use of existing poles and other
          facilities available to Grantee. Grantee shall individually notify all
          residents significantly adversely affected by proposed construction
          prior to the commencement of that work.
     
     e.   Notwithstanding the above grant to use streets, no street shall be
          used by Grantee if Grantors determine that such use is inconsistent
          with the terms, conditions or provisions by which such street was
          created or dedicated, or is presently used.
     
     f.   Nothing in this Franchise shall be deemed to compel the Grantors to
          maintain or retain any of their property any longer than, or in any
          fashion other than, in the Grantors' judgment, their own business
          needs may require. The Grantors shall not be required to assume any
          responsibility for the securing of any rights-of-way or easements, nor
          shall the Grantors be responsible for securing any permits or
          agreements with other persons or utilities.
     
     g.   In case of disturbance of any street, sidewalk, alley, public way, or
          paved area, the Grantee shall, at its own cost and expense and in a
          manner approved by the Grantors, replace and restore such street,
          sidewalk, alley, public way, or paved area in as good a condition as
          before the work involving such disturbance was done.
     
     h.   Existing poles : Grantee shall use to the fullest extent possible
          existing poles or wire-holding structures. To that end Grantee is
          authorized to enter into pole-sharing agreements with other users of
          the public ways or to enter into agreements for other such entities to
          use portions of Grantee's space on shared poles or structures or to
          enter into agreements to use portions of other entity's space on
          shared poles or structures.

<PAGE>

                                                                     PAGE 11

     i.   Erection of Poles : This Franchise shall not be deemed to expressly or
          by implication authorize the Grantee to construct or install poles or
          wire-holding structures within streets for the purpose of placing
          cables, wires, lines or otherwise, without the written consent of the
          Grantors. Such consent shall be given upon such terms and conditions
          as the Grantors may prescribe which shall include a requirement that
          the Grantee perform, at its sole expense, all tree trimming required
          to maintain the poles clear of obstructions.
     
     j.   With respect to any poles or wire-holding structures which the Grantee
          is authorized to construct and install within streets, a public
          utility or public utility district serving the Grantors may, if denied
          the privilege of utilizing such poles or wire-holding structures by
          the Grantee, apply for such permission to the Grantors Council. If the
          Grantors Council finds that such use would enhance the public
          convenience and would not unduly interfere with the Grantee's
          operations, the Grantors Council may authorize such use subject to
          such terms and conditions as it deems appropriate. Such authorization
          shall include the condition that the public utility or public utility
          district pay to the Grantee any and all actual and necessary costs
          incurred by the Grantee in permitting such use. 
     
     k.   Grantee shall have the right to remove, trim, cut and keep clear of
          its poles, towers, wires and other overhead appliances and equipment,
          the trees in and along the streets within the Franchise Area;
          provided, however, that in the exercise of such right, Grantee shall
          not cut, remove, trim or otherwise injure such trees to any greater
          extent than is necessary for the installation, maintenance and use of
          such poles, towers, wires or other overhead appliances.
     
     l.   With respect to any cables, wires and other like facilities
          constructed and installed by the Grantee above ground, the Grantee
          shall, at its sole expense, reconstruct and reinstall such cables,
          wires or other facilities underground pursuant to any project under
          which the cables, wires or other like facilities of all such utilities
          are placed underground within an area.
     
     m.   Undergrounding : Except as hereinafter provided, in all areas of the
          Franchise Area where the cables, wires and other like facilities of
          any public utilities or public utility districts are placed
          underground, Grantee shall construct and install its cables, wires,
          and other facilities underground. Amplifier boxes and pedestal mounted
          terminal boxes may be placed above ground if existing technology
          reasonably requires, but shall be of such size and design and shall be
          so located as not to be unsightly or unsafe. In any area of the
          Grantors where there are certain cables, wires and other like
          facilities of a public utility or public utility district underground
          and at least one operable cable, wire or like facility of a public
          utility or public utility district suspended above the ground from
          poles the Grantee may construct and install its cables, wires, and
          other facilities from the same poles.
     
<PAGE>

                                                                     PAGE 12

     n.   Relocation : If the Grantors or other public agency acting in concert
          with the Grantors elects to alter, repair, realign, abandon, improve,
          vacate, reroute or change the grade of any street or to replace,
          repair, install, maintain, or otherwise alter any above ground or
          underground cable, wire conduit, pipe, line, pole, wire-holding
          structure, structure, or other facility utilized for the provision of
          utility or other services or transportation of drainage, sewage or
          other liquids, the Grantee, shall, except as otherwise hereinafter
          provided, at its sole expense remove or relocate as necessary its
          poles, wires, cables, underground conduits, manholes and any other
          facilities which it has installed. If such removal or relocation is
          required within the subdivision in which all utility lines, including
          those for the Cable Television System were installed at the same time,
          the entities may decide among themselves who is to bear the cost of
          relocation; provided that the Grantors shall not be liable to the
          Grantee for such costs except to the extent specifically agreed to by
          the Grantors. Regardless of who bears the costs, the Grantee shall
          take action to remove or relocate at such time or times as are
          directed by the agency or company undertaking the work. Reasonable
          advance written notice shall be mailed to the Grantee advising the
          Grantee of the date or dates removal or relocation is to be
          undertaken.
     
     o.   Movement of Buildings : Grantee shall, upon request by any person
          holding a building moving permit, Franchise or other approval issued
          by the Grantors, temporarily remove, raise or lower its wire to permit
          the movement of buildings. The expense of such removal, raising or
          lowering shall be paid by the person requesting same, and Grantee
          shall be authorized to require such payment in advance. Grantee shall
          be given not less than seven (7) days oral or written notice to
          arrange for such temporary wire changes.

8.   SYSTEM UPGRADE 

     a.   Not later than June 30, 2000, Grantee shall upgrade its system to
          provide a minimum of sixty (60) channels, of which no less than 36
          shall be activated for service to subscribers initially, with the
          capacity of expansion. Grantee may use a nodal architecture including
          fiber optics to the node or other technology and design that is more
          practicable both economically and technologically to achieve a system
          with the same minimum capacity and technical quality. Prior to
          commencing construction, Grantee shall submit a plan and schedule of
          construction reflected on maps at a scale of 1 inch to 200 feet
          showing by a logical geographic progression the sequence in which the
          entire franchise area will be served. 
      
<PAGE>

                                                                     PAGE 13

     b.   A Final Order of Completion for the upgrade shall be issued by the
          Grantors when:

          (1)  construction of the Cable Television System has been completed
               within the entirety of the Franchise Area in compliance with
               construction standards, the approved plan, and the design and
               other requirements of this agreement;
          
          (2)  cable television services have been made available in accordance
               with section 12 of this agreement to the Franchise Area.
          
          (3)  any and all studio facilities, equipment, channels and other
               services, resources or benefits required for community,
               educational, and governmental access purposes pursuant to the
               provisions of this agreement have been completed and made
               available;
          
          (4)  complete and accurate "as built" plans in electronic format
               compatible with Lancaster County GIS have been filed by the
               Grantee with the Grantors; and
          
          (5)  a Notice of Completion has been filed by the Grantee as
               hereinafter provided.

     c.   For purposes of this section, cable television service shall be deemed
          to be made available when cable television services are offered on a
          non-discriminatory basis for immediate provision to the owner or legal
          representative of the owner empowered to consent to use of the
          property of such individual dwelling units.
     
     d.   For the purpose of determining completion under this Section, the
          total number of dwelling units within each Franchise Area shall be
          deemed to be the actual number of units available for occupancy as of
          a date forty-five (45) calendar days in advance of the date of filing
          by the Grantee of the Notice of Completion; provided that the Grantee
          files the Notice of Completion with a good faith belief that it has in
          fact achieved completion as of the date of filing.
     
     e.   When Grantee asserts completion it shall file a written Notice of
          Completion with the Cable TV Administrator. The Notice of Completion
          shall state the total number of dwelling units available for occupancy
          within each Franchise Area forty-five (45) calendar days in advance of
          the filing of the Notice, the total number of dwelling units to which
          cable television service has been made available within each Franchise
          Area as of the date of filing, and shall otherwise certify completion
          as defined by the first paragraph in this Section. Neither the Notice
          of Completion nor the statements, assertions or certifications
          contained therein shall be deemed to be binding upon the Grantors.
     
<PAGE>

                                                                     PAGE 14

     f.   During the period of upgrade construction and during the sixty (60)
          day period following filing of the Notice of Completion, all elements
          and components thereof, and all equipment and studio facilities
          required by this Franchise document shall be subject to inspection by
          Grantors' employees or authorized agents or representatives, for the
          purpose of determining whether the System and related facilities
          comply with the Franchise and the provisions of this agreement. The
          Grantee shall authorize such inspection and provide such information
          and cooperation as is required in order to permit an adequate
          investigation to determine the existence or nonexistence of such
          compliance.

9.   REMOVAL

     a.   Upon expiration or termination of a Franchise, if the Franchise is not
          renewed and if neither the Grantors nor an assignee purchase the Cable
          Television System, Grantee, at its sole cost and expense,

          (1)  may remove any underground cable from the streets which has been
               installed in such a manner that it can be removed without
               trenching or other opening of the streets along the extension of
               cable to be removed. Grantee shall not remove any underground
               cable or conduit which requires trenching or other opening of the
               streets along the extension of cable to be removed, except as
               hereinafter provided.
          
          (2)  shall remove any underground cable or conduit by trenching or
               opening of the streets along the extension thereof or otherwise
               which is ordered to be removed by the Grantors Council based upon
               a determination of the Council that removal is required in order
               to eliminate or prevent a hazardous condition or promote future
               utilization of the streets for public purposes. Any order by the
               Grantors Council to remove cable or conduit shall be mailed to
               the Grantee not later than thirty (30) calendar days following
               the date of expiration or termination of the Franchise. Grantee
               shall file written notice with the Grantors not later than thirty
               (30) calendar days following the date of expiration or
               termination of the Franchise of its intention voluntarily to
               remove cable intended to be removed and a schedule for removal by
               location. The schedule and timing of removal shall be subject to
               approval and regulation by the Grantors. Underground cable and
               conduit in the streets which is not removed shall be deemed
               abandoned and title thereto shall be vested in the Grantors.
          
          (3)  shall remove from the streets all above ground elements of the
               Cable Television System, including but not limited to amplifier
               boxes, pedestal mounted terminal boxes, and cable attached to or
               suspended from poles or other structures.

<PAGE>

                                                                     PAGE 15

     b.   Grantee shall apply for and obtain such encroachment permits,
          licenses, authorizations or other approvals and pay such fees and
          deposit such security as required by applicable ordinance of the
          Grantors, shall conduct and complete the work of removal in compliance
          with all such applicable ordinances, and shall restore the streets to
          the same condition they were in before the work of removal commenced.
          The work of removal shall be completed not later than twelve (12)
          months following final determination that the franchise has been
          terminated.

10.  RIGHT OF GRANTORS TO PURCHASE THE SYSTEM

     a.   In the event the Grantors revoke the Franchise pursuant to provisions
          of this agreement or upon non-renewal after the normal expiration of
          the Franchise term or extension thereof and if Grantee is willing to
          sell to any party, the Grantors shall have the first right, directly
          or as an intermediary, to purchase the cable communications system.
          The purchase price shall be the higher of any bonafide offer of
          purchase made by an unaffiliated third party or the fair market value
          of the system.
     
     b.   The date of valuation shall be no earlier than the day following the
          date of expiration or revocation and no later than the date the
          Grantors make an appropriate offer for the system.
     
     c.   The value of the cable system shall be determined by a board of three
          members, all three of whom shall be experts in the appraisal of cable
          television systems, one appointed by Grantee, one appointed by the
          Grantors, and one selected by those two. Either party may initiate the
          formation of the board by serving written notice upon the other of the
          appointment of a member. Within forty-five (45) days after receipt of
          such notice, the other party shall serve upon the first party a notice
          of the appointment of a member. If the second party shall fail to make
          such appointment or if the two members appointed by the parties shall
          fail to select a third member within thirty (30) days after the
          appointment of the second member, the Court of Common Pleas for
          Lancaster County may, upon application of either party, appoint any
          member or members not duly appointed in accordance with the foregoing.
          The board may obtain such records of Grantee as it may determine to be
          relevant to its assignment and shall make its determination of value
          within a reasonable time. Members of the board shall be entitled to
          reasonable compensation to be paid by the parties equally.
     
     d.   Either party may invoke the provisions of this section by serving
          written notice upon the other.
     
     e.   Nothing contained in this section shall preclude payment by the
          Grantors of a purchase price established by agreement between the
          Grantee and the Grantors at any time.

<PAGE>

                                                                     PAGE 16

                                      SERVICES

11.  UNIVERSAL SERVICE

     a.   Grantee shall provide equal and uniform cable television service to
          all dwelling units within incorporated portions of the Franchise Area;
          provided, that all permissions required from owners of property are
          reasonably available. Notice of the circumstances of each such
          unavailability shall be given to the Grantors. No charge shall be
          required of any subscriber or property owner for extension of
          distribution facilities except as provided in section 11.b. Grantee
          shall not discriminate in the offer of services or assessment, levy,
          charge, imposition or collection of rates on the basis of age, race,
          creed, color, religion, national origin, sex, marital status, or
          location within the Franchise Area.
     
     b.   Line Extension Policy: Outside the portions of the franchise area
          which were inside the corporate limits of the Towns on March 15, 1998,
          Grantee shall extend its distribution facilities to any area
          contiguous to its existing system that is not served by a franchised
          cable company when there are 20 homes or 15 one-year commitments per
          mile of cable. Grantee may require subscribers to share the cost of
          extending distribution facilities to other areas. Grantee's rules for
          sharing such costs shall be subject to the provisions of sections 13
          and 24 of this Franchise and shall be subject to approval of the
          Grantors.
     
     c.   Service to new developments: Grantee shall provide service to new
          developments within the Franchise Area on a timely basis in
          coordination with utility providers in such areas, and subject to the
          provisions of subsection 11.b above.
     
     d.   Service to Newly Annexed Areas: Within sixty (60) days of official
          notice of any annexation, unless Grantee is already providing cable
          service to the annexation area, Grantee shall submit a plan and
          schedule meeting the requirements of Section 9.1 showing how Grantee
          proposes to incorporate such annexed area into its System as quickly
          as is reasonably possible.

12.  GENERAL REQUIREMENTS

The Cable Television System shall, at minimum:

     a.   Relay to subscriber terminals those signals required by the FCC.
     
     b.   Make available upon request by any subscribers receiving channels
          showing premium services and pay per view events, a lockout device
          which prevents the unauthorized viewing of such channels.
     
     c.   Make available to subscribers an RF switch (an A-B switch) permitting
          conversion from cable to reception from another source for each
          outlet.

<PAGE>

                                                                     PAGE 17

     
     d.   Not, as a condition to providing cable communications service, require
          any subscriber or potential subscriber, to remove any existing antenna
          structures for the receipt of television signals nor prohibit any
          subscriber from installing such structures.
     
     e.   Render efficient service, make repairs promptly, and interrupt service
          only for good cause and for the shortest time possible. Such
          interruptions, insofar as practical, shall be preceded by notice and
          shall occur during periods of minimum use of the System. In the event
          that any subscriber is interrupted for twenty-four (24) or more
          consecutive hours due to causes within Grantee's control, Grantee
          shall provide a prorated rebate of monthly fees to the affected
          subscriber. The rebate to an active subscriber may be in the form of a
          credit against the account of the subscriber.
     
     f.   Effective with completion of the upgrade, Grantee shall include an
          "Emergency Alert System" which meets the requirements of the FCC for a
          video interrupt and audio alert message on all channels and EAS audio
          and video messages on at least one channel, without regard to the
          deadline in FCC rules. The Cable Television System shall include the
          capability to receive alerts from the Grantors' headquarters for
          Emergency Services. Grantors shall indemnify and hold Grantee harmless
          from any and all claims of loss or damage alleged to arise from the
          acts or omissions of Grantors in the use or failure to use such
          capability.
     
     g.   Grantee shall interconnect its Cable Television System with other
          Cable Systems within the County, or provide direct connections to
          programming sources, so as to enable each system to carry and
          cablecast the community, educational, and governmental access
          programming of the other systems. It is recognized that this
          capability requires cooperation from other  independent franchising
          authorities, cable operators, and others. Grantee shall cooperate with
          such other entities with a goal of achieving interconnection.
          Grantee's obligation under this section shall be as required by
          section 15.d and the following: Not later than June 30, 2001, Grantee
          shall present a plan developed with the other cable television
          companies operating in the county to accomplish the interconnection
          required by this section. Provided that there is live programming on
          the government channel at that time, or subsequently when such
          programming is being provided, and upon approval of such plan by
          Grantors, Grantee shall implement the plan up to a cost to Grantee of
          $10,000.

<PAGE>

                                                                     PAGE 18

13.  CUSTOMER SERVICE

     a.   FCC Standards: Grantee shall provide customer service, at a minimum,
          equal to requirements  adopted by the FCC or other federal agencies
          having jurisdiction over Grantee. A printed copy of the standards that
          are applicable shall be provided by Grantee to its customers on
          request without charge or made available by way of the cable system.
     
     b.   Customer information: Grantee shall make available to its customers
          through one of its locally produced television channels or by such
          other methods as the Grantee may deem necessary information with
          regard to complaint procedures, channel offerings, rate schedules and
          discount packages.
     
     c.   Grantee Rules: Grantee shall promulgate such rules, regulations,
          terms, and conditions governing the conduct of its business as shall
          be reasonably necessary to enable Grantee to exercise its rights and
          to perform its obligations under this Franchise and to assure an
          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, and shall have been
          submitted to the Grantors not less than (30) days prior to the
          proposed effective date thereof.
     
     d.   Local business office: Grantee shall establish, operate, and maintain
          either with its own employees or by contract with a competent
          unrelated organization in one of the Towns or within eight (8) miles
          of both the Town Halls of Heath Springs and Kershaw a business office
          for the purpose of initiating, changing or discontinuing service,
          paying bills, and returning equipment. Such office shall be open
          during normal business hours and additional hours as Grantee
          determines.
     
     e.    24-hour service: Grantee shall have a listed toll-free telephone
          number for service calls and such telephone service shall be available
          twenty-four (24) hours a day, seven (7) days a week.
     
     f.   Prompt repair: Grantee shall maintain adequate repair materials and
          technicians. Grantee shall make repairs affecting fewer than five (5)
          subscribers within 48 hours of initial notice by any subscriber.
          Grantee shall initiate repairs affecting five (5) or more subscribers
          within 24 hours of initial notice by any subscriber. Whenever such
          repairs cannot be completed within 72 hours of initiation, Grantee
          shall notify Grantors prior to the end of the 72-hour period of a time
          certain when the repairs shall be completed. All repairs shall restore
          the system to conform with plans previously submitted to the Grantors.
          Grantee shall credit the account of any subscriber without service
          beyond the limits in this section. In the event of a declared natural
          disaster or other major disruption affecting more than twenty-five
          percent of its subscribers, Grantee shall repair the system reasonably
          promptly and in coordination with Grantors and emergency authorities.
     
<PAGE>

                                                                     PAGE 19

     g.   Equipment maintenance: Grantee shall service or replace without charge
          all equipment provided by it to the subscriber, provided, however,
          that Grantee may charge a subscriber for service to or replacement of
          any equipment damaged by a subscriber. This subparagraph does not
          apply to inside wiring not owned by Grantee. Grantee may remove
          obsolete equipment without providing a replacement.
     
     h.   Deposits: Grantee may require all subscribers to pay for basic service
          not more than two (2) months in advance. Grantee shall require no
          other deposit or pre-payment for basic service, provided, however,
          that nothing herein shall be construed to prohibit a charge for
          installation of Cable Communications Services.
     
     i.   Disconnection: In the event that a subscriber fails to pay as properly
          due and owing a fee or charge, the Grantee may disconnect the
          subscriber's service outlet, upon giving ten (10) days written notice
          thereof, and charge a reasonable reconnection fee. If a subscriber
          shall exercise his right to withhold payment under provisions of State
          law, Grantee shall strictly adhere to the requirements of said State
          law. Unless permitted by FCC regulations, Grantee shall neither impose
          nor collect any additional charge for the disconnection of any
          installation or outlet or level of service.
     
     j.   Security deposit: Grantee shall not charge a security deposit greater
          than the actual cost to the Grantee of equipment for which the
          security deposit was collected. If Grantee's policy of requiring such
          deposits shall change to require a smaller or no deposit, Grantee
          shall refund all or the same proportion of previously-collected
          deposits for the same or substantially similar equipment immediately
          upon such change taking place. Such refund may be by credit on
          subscriber's bills.
     
     k.   Refunds: Grantee shall establish and conform to the following policy
          regarding refunds to subscribers and users:

          (1)  If the Grantee collects a deposit or advance charge on any
               service or equipment requested by a subscriber or user, Grantee
               shall provide such service or equipment within thirty (30) days
               of the collection of the deposit or charge or it shall refund
               such deposit or charge within forty-five (45) days after receipt
               thereof.
          
          (2)  Nothing in this Section shall be construed to relieve the Grantee
               of any responsibility to subscribers or users under any
               contractual agreements into which it enters with them.
          
          (3)  Nothing in this section shall be construed as limiting the
               Grantee's liability for fines or penalties which may be imposed
               under this Franchise for violation or breach of any of its
               provisions.
      
<PAGE>

                                                                     PAGE 20

          (4)  Nothing in this section shall be construed to limit the Grantee's
               liability for damages because of its failure to provide the
               service for which the deposit or charge was made.
          
          (5)  In the event that a subscriber terminates basic service prior to
               the end of a pre-paid period, the pro-rata portion of any 
               pre-paid subscriber fee which represents payment for services 
               which are no longer to be rendered shall be refunded promptly, 
               but in no case more than forty-five (45) days after receipt of 
               the request for termination.
     
     l.   Late fees: Grantee may impose reasonable late fees. Grantee shall not
          assess a late fee on any amount paid in advance prior to the end of
          the period for which such advance payment was billed.

14.  TECHNICAL STANDARDS

     a.   Grantee shall construct, install and maintain its Cable Television
          System in a manner consistent and in compliance with all applicable
          laws, ordinances, construction standards, governmental requirements,
          and technical standards including those established by the FCC.
     
     b.   Minimum Bandwidth : Grantee shall provide a minimum capacity of 60
          channels on completion of the upgrade.
     
     c.   Electrical and related Codes : Grantee shall at all times comply with
          the National Electrical Safety Code (National Bureau of Standards);
          National Electrical Code (National Bureau of Fire Underwriters);
          Applicable FCC and other federal, state and local regulations; and
          codes and other ordinances of the Grantors.
     
     d.   In any event, the Cable Television System shall not endanger or
          interfere with the safety of persons or property within the Franchise
          Area or other areas where the Grantee may have equipment located.
     
     e.   Antenna Structure(s): Any antenna structure used in the Cable
          Television System shall comply with construction, marking and lighting
          of antennae structures, required by the United States Department of
          Transportation, regardless of whether such structure is within the
          Grantors' jurisdiction.
     
     f.   Grantors radio services: RF leakage shall be checked at specified
          fixed reception locations for emergency radio services to prove no
          interference with specified frequencies used by the Grantors are
          possible. The Grantors will specify in writing the locations and
          frequencies referred to in this subparagraph and provide reasonable
          notice of same to Grantee before any leakage tests other than those
          required by federal law or regulations shall be required.
     
<PAGE>

                                                                     PAGE 21

     g.   Cable Ready consumer equipment: The Cable Television System shall be
          designed to be compatible with common features of consumer electronic
          equipment, in accordance with FCC regulations. 
     
     h.   Color, Stereo, and VIT Signals: Effective with the upgrade, the Cable
          Television System shall distribute television signals substantially as
          they are available to it, particularly including such information as 
          color, Multi-Channel Television Sound (MTS, stereo), and vertical
          interval test (VIT) signals. Grantors may waive this requirement based
          on justification provided by Grantee in an application.
     
     i.   Grantee shall include equipment capable of providing standby powering
          for head end, transportation and trunk amplifiers serving not less
          than 250 subscribers for a minimum of two (2) hours. The equipment
          shall be so constructed as to automatically notify the cable office
          when it is in operation and to automatically revert to the standby
          mode when the AC power returns. The system shall incorporate
          safeguards necessary to prevent injury to linemen resulting from a
          standby generator powering a "dead" utility line. Provision of standby
          power shall be illustrated on the system map on file at the Grantors.

15.  COMMUNITY, EDUCATIONAL AND GOVERNMENTAL ACCESS

     a.   Grantee shall provide, pursuant to the provisions of the Cable
          Communications Policy Act of 1984, Section 611 (47 USC 531), one (1)
          downstream channel for access by the Grantors and other government
          entities in Lancaster County; and upon written notice by the Grantors
          shall provide one (1) downstream channel for community access and/or
          one (1) downstream channel for educational access. Grantee shall
          activate the government access channel, including the provision of
          equipment required by Section 15.d and training of Grantors' staff,
          within 90 days of the effective date of this agreement. Other access
          channels required in this section shall be activated, after completion
          of the upgrade, within 60 days of written notice by Grantors.
     
     b.   Grantee shall effect the availability of all access channels to
          viewers as a part of basic service. Any access channel requiring a
          converter or "cable-ready" consumer equipment shall not be scrambled
          or otherwise denied to customers.
     
     c.   Grantee use of Unused Access Channel: In the event that Grantee
          desires to use any access channel in whole or in part for the
          provision of other services, Grantee shall apply to the Grantors for
          permission to do so and notify subscribers of the substance of the
          application. Grantee shall demonstrate in such application that the
          channel is not being used for the purpose designated. Based on such
          application and other information and following opportunity for public
          input, Grantors may permit Grantee to use such channel for other
          purposes. Whenever Grantors reasonably determine that conditions have
          changed so that the channel 

<PAGE>

                                                                     PAGE 22

          should be returned to its designated purpose, Grantors shall notify 
          Grantee. Grantee thereupon shall cease use of the channel and return
          it to its designated purpose.
     
     d.   Support for Use of Access: Grantee shall provide necessary computer
          equipment, modem(s), and training so that the government access
          programming originated by the County and other jurisdictions may be
          transferred to Grantee's system for carriage on the government access
          channel. Nothing contained in this agreement shall be construed to
          limit the authority of the Grantee to make payments in support of the
          use of community, educational or governmental access channel(s).
          However, except for the computer equipment, such payments are
          expressly not a requirement of this Franchise and shall in no event be
          considered in the calculation of Franchise Fees pursuant hereto.
     
     e.   Availability of Access Facilities: Grantee shall activate channels for
          community, educational and government access upon the Cable Television
          System pursuant to this section at all times and shall maintain such
          channels in operation the same as any other channel on the system.
          Grantee shall furnish and maintain all equipment necessary for
          transmitting signals from one location to the head end for each such
          channel.
     
     f.   As to channels allocated for community and educational access, Grantee
          shall assist in the development and may assist in the operation of
          separate non-profit entities to manage such channels.
     
     g.   Grantee shall make all reasonable efforts to coordinate the cable
          casting of community, educational and governmental access programming
          upon the Cable Television System at the same time and upon the same
          channel designations as such programming is cablecast upon other cable
          television systems within the community.

16.  SERVICE TO GRANTORS

Grantee, at its own expense within 45 days of the effective of date of this
agreement, shall provide and maintain one connection to Grantors' existing
office buildings, police stations, fire stations, fixed radio
transmitter/receiver sites, recreational facilities, and any other of Grantors
facilities within the Franchise Area as designated by the Grantors; provided,
that Grantee shall not be responsible for providing the distribution system
within any of such places. Further, no fees shall be charged for basic service
to such places. Service shall be provided to newly established Grantors
facilities of the type referred to above under the same terms and conditions
within 30 days of notice by the Grantors. The requirement to serve any specific
facility may be waived by the Grantors.

<PAGE>

                                                                     PAGE 23

17.  PROGRAMMING

Community Needs: Grantee shall provide programming meeting the needs of the
community, including programming devoted to minorities, sports, music, children,
business and financial affairs, arts and culture, science, public affairs,
foreign culture and language, and South Carolina. Grantee shall provide a
diversity of programming about South Carolina, but Grantee shall be under no
obligation to create original programming.

                                     REGULATION

18.  REGULATION OF THE FRANCHISE

     a.   The Grantors shall have the following regulatory responsibility:

          (1)  Administration and enforcement of the provisions of this
               Franchise;
          
          (2)  Renewal, extension or termination of this Franchise;
          
          (3)  Approval prior to sale or transfer of the Franchise granted
               hereunder;
          
          (4)  Performance evaluations pursuant to this Franchise.

     B.   The Grantors also reserves the right to perform the following
          functions:

          (1)  Develop objectives and coordinate activities related to the
               operation of community, educational and government channels;
          
          (2)  Provide technical, programming and operational support to public
               agency users such as Grantors departments, schools and health
               care institutions;
          
          (3)  Coordinate plans for interconnection of cable services;
          
          (4)  Analyze the possibility of integrating cable communications with
               other city, state, or regional telecommunications networks;
          
          (5)  Formulate and recommend long-range telecommunications policy for
               the Grantors and provide for the determination of future 
               cable-related needs and interests of the community;
          
          (6)  Provide the administrative effort necessary for the conduct of
               performance evaluations pursuant to this Franchise, and any other
               activities required for the administration of the Franchise;
          
          (7)  Monitor the Grantee's process for handling citizen complaints and
               periodically inspect and analyze the records related to such
               complaints;
          
<PAGE>

                                                                     PAGE 24

          (8)  Monitor the Grantee's adherence to operational procedures and
               line-extension policies;
          
          (9)  Assure compliance with applicable laws and ordinances;
          
          (10) Arrange tests and analyses of equipment and performance;
          
          (11) Provide for reasonable continuity in service;
          
          (12) Receive for examination all data and reports required by this
               Franchise; and
          
          (13) Intervene in any suit or proceeding to which the Grantee is
               party, when the issues involved are relevant to the interest of
               the Grantors in the performance of Grantee's obligations under
               this agreement and when permitted by the court.

19.  TRANSFERS

     a.   The Franchise may not be sold, transferred, assigned, mortgaged,
          pledged, leased, sublet, or otherwise encumbered for any purpose
          whatsoever, nor shall title thereto, either legal or equitable, or any
          right or interest therein, pass to or vest in any party without
          Grantors approval, which shall be based upon a reasonable
          determination by the Grantors of the qualifications of the buyer or
          assignee in respect to technical, financial, legal, character, or
          other such requirements, which approval shall not be unreasonably
          withheld; and upon sale or assignment, the buyer or transferee shall
          be required to become a party to the terms of this Franchise.
          Notwithstanding the above, Grantee may hypothecate its assets
          including the Cable Television System or any part thereof to secure
          loans, except that such loans shall not be from cable television
          industry sources.
     
     b.   A sale or transfer of control of Grantee to or among the present
          shareholders of Grantee, their spouses, children or grandchildren, or
          other entities owned or controlled by the shareholders of Grantee
          shall not be deemed a sale or assignment of the Franchise for the
          purposes of this section.
     
     c.   The transfer, over the term of the Franchise, of more than fifty
          percent (50%) of voting control of Grantee pursuant to a sale or
          security agreement to persons other than the present shareholders of
          Grantee, their spouses, children or grandchildren, or other entities
          owned or controlled by the shareholders of Grantee shall create a
          presumption of a transfer of control of Grantee.
     
     d.   Any change in the list of owners required by section 4.a that does not
          require approval of the Grantors shall be reported to the Grantors
          within thirty (30) days of the effective date thereof.
     

<PAGE>

                                                                     PAGE 25

     e.   Any transfer or other encumbrance of whatever kind or nature made in
          violation of the provisions of this Section shall be void.

20.  BOND

Grantee shall furnish a franchise bond or irrevocable letter of credit
guaranteeing performance of Grantee's obligations under this franchise in an
amount of $25,000. Such security shall be maintained throughout the term of this
Franchise, provided that the surety may be substituted at any time provided that
the substituted surety is qualified, that the suretyship is not interrupted, and
that notice of the proposed substitution is provided to Grantors not less than
60 days prior to the date of the proposed substitution. Grantors shall notify
Grantee within 30 days of said notice if Grantors object to the proposed
substitution. The bond or irrevocable letter of credit required herein shall be
in a form satisfactory to the Grantors. Surety shall be licensed therefor by the
State of South Carolina. An irrevocable letter of credit shall be issued by a
bank subject to the jurisdiction of South Carolina courts and which meets the
capital requirements of federal regulators.

21.  INDEMNIFICATION

Grantee shall, at its sole expense, fully indemnify, defend and hold harmless
the Grantors, its officials, employees, agents, and volunteers, from and against
any and all claims, suits, actions, liability and judgments for damages or
otherwise:

     a.   For actual or alleged injury to persons or property, including loss of
          use of property due to an occurrence, whether or not such property is
          physically damaged or destroyed, in any way arising out of or through
          or alleged to arise out of or through the acts or omissions of the
          Grantee or its officers, agents, employees, or contractors or to which
          the Grantee's or its officers', agents', employees' or contractors'
          acts or omissions in any way contribute;
     
     b.   Arising out of or alleged to arise out of any claim for damages for
          invasion of the right of privacy, defamation of any person, firm or
          corporation, or the violation or infringement of any copyright, trade
          mark, trade name, service mark or patent, or of any other right of any
          person, firm or corporation; and
     
     c.   Arising out of or alleged to arise out of Grantee's failure to comply
          with the provisions of any statute, regulation or ordinance of the
          United States, State of South Carolina, or any local agency applicable
          to the Grantee in its business.

Grantee, however, shall not indemnify, defend or hold harmless the Grantors, its
officials, employees, or volunteers to the extent that such claims are caused by
such parties.

<PAGE>

                                                                     PAGE 26

22.  INSURANCE

     a.   Grantee shall maintain in full force and effect at all times for the
          full term of the Franchise, insurance as described in this section.
          Such insurance shall protect the Grantors as an additional insured
          with respect to damages and defense of claims arising from activities
          performed by or on behalf of Grantee, products and completed
          operations of Grantee and premises owned, leased or used by the
          Grantee.
     
     b.   All liability insurance required in this section shall be kept in full
          force and effect by the Grantee during the existence of the Franchise
          and until after the removal of all poles, wires, cables, underground
          conduits, manholes, and other conductors and fixtures installed by
          Grantee incident to the maintenance and operation of the cable
          communications system as defined in this Franchise.
     
     c.   All insurance policies shall be written by insurers licensed to do
          business in South Carolina and be acceptable to the Grantors. All
          policies shall be endorsed to give the Grantors thirty (30) days
          written notice of the intent to amend, cancel or non-renew by either
          the Grantee or the insuring company.
     
     d.   Grantee shall furnish the Grantors with certificates of insurance and
          with original endorsements affecting coverage required by this
          section. The certificates and endorsements for each insurance policy
          are to be signed by a person authorized by that insurer to bind
          coverage on its behalf. Certificates shall be on ACCORD Form 25-S or
          on forms approved by the Grantors. Endorsements shall be provided by
          Grantee using insurance industry standard forms or other forms
          approved by the Grantors, which approval shall not be unreasonably
          withheld. 
     
     e.   Insurance Coverages Required : A comprehensive general liability
          insurance policy protecting the Grantors against liability for loss or
          bodily injury and property damage occasioned by the installation,
          removal, maintenance or operation of the cable communication system by
          the Grantee in the following minimum amounts:

          (1)  $5,000,000 combined single limit, bodily injury and for property
               damage in any one occurrence;
          
          (2)  $5,000,000 aggregate.
          
          (3)  A comprehensive automobile liability policy for all owned, 
               non-owned, hired and leased vehicles operated by the Grantee with
               limits no less than five million dollars ($5,000,000) each
               accident, single limit, bodily injury and property damage
               combined, or evidence of self insurance.
          
<PAGE>

                                                                     PAGE 27

          (4)  Worker's compensation and employer's liability, valid in the
               State, in the minimum amount of the statutory limit for worker's
               compensation, and $500,000 for employer's liability.

23.  REPORTS

     a.   Contemporaneous reports :

          (1)  Regulatory communications. Copies of all written petitions,
               applications, letters, memoranda and reports submitted by Grantee
               to or received by Grantee from any Federal or State agency having
               jurisdiction in respect to any matters affecting construction or
               operation of a Cable Television System or services provided
               through such a System; provided, however, that materials exempt
               from disclosure under the Freedom of Information Act applicable
               to such agency shall not be subject to this requirement.
          
          (2)  Notices to public. Copies of all written notices to subscribers,
               news releases, and other documents concerning operation of the
               system issued to the public or media shall be submitted to the
               Grantors not later than the time they are first mailed or
               delivered to any other person.

     b.   Annual Report: Grantee shall file with the Grantors in January of each
          year, including the January following the expiration of this
          Franchise, an annual report consisting of:

          (1)  Facilities report. A report describing plant construction and
               plant in operation during the previous year, including head end
               and production facilities.
          
          (2)  Grantee rules. The Grantee's full schedule of all subscriber and
               user rates and all other charges including, but not limited to,
               premium, leased channel and pay per view services, contract or
               application forms of regular subscriber policy regarding the
               processing of subscriber complaints, delinquent subscriber
               disconnect and reconnect procedures and any other terms and
               conditions adopted as the Grantee's policy in connection with its
               system subscribers.
          
          (3)  Proof of insurance. Written notice of payment of required
               premiums for insurance required by this Franchise.
          
          (4)  Financial reports. The financial reports for the Grantee, which
               shall indicate income and expenses, assets and liabilities, and
               such other information that reasonably may be required.
      
<PAGE>

                                                                     PAGE 28

          (5)  Grantee's annual proof of performance tests conducted pursuant to
               FCC standards and requirements. In the event that the FCC does
               not require a complete proof of performance, Grantee shall
               furnish such tests as are necessary to demonstrate that the
               system meets the technical standards required by section 14.
          
          (6)  A summary of new services offered and services discontinued
               during the previous year with an explanation of the changes.
          
          (7)  A summary of complaints received and handled which may be a list
               of types and number.
          
          (8)  A report of the number and types of outages affecting five (5) or
               more subscribers simultaneously.
          
          (9)  The number of subscribers by level of service subject to the
               Franchise, the total number of subscribers served from facilities
               located within the Franchise Area, a list of systems or
               franchises served from facilities located in the Franchise Area.
          
          (10) A report on programming provided pursuant to section 17.

     c.   Special reports: Grantee shall prepare and furnish to the Grantors, at
          the times and in the form prescribed, such additional reports with
          respect to its operation, affairs, transactions or property as may be
          reasonably necessary and appropriate to the performance of any of the
          functions or duties of the Grantors in connection with the System.

24.  RATES

     a.   Rate regulation : Grantors expressly reserve the right to approve the
          rates which the Grantee charges its subscribers for such services as
          Grantors may be permitted to regulate by current or subsequent law.
          Grantee shall not deny, delay, interrupt or terminate cable
          communications services or the use of community communications
          facilities to subscribers or users because Grantors deny a request for
          a rate increase, provided, however, that nothing herein shall be
          construed to limit the Grantee's right to seek judicial review of the
          reasonableness of such action. No rate, fee or charge of any kind,
          which is within the approval authority of Grantors as set forth above,
          shall be charged or collected from subscribers by the Grantee without
          the written authorization of Grantors. Rate regulation shall be
          implemented according to applicable federal law and regulations.
     
     b.   Promotional rates: Nothing in this Section shall be construed to
          prohibit the reduction or waiving of charges in conjunction with
          promotional campaigns for the purpose of attracting subscribers or
          users.

<PAGE>

                                                                     PAGE 29

25.  FRANCHISE FEES

     a.   Purpose : For the use of the streets and for the purposes of providing
          revenue with which to defray the costs of regulation arising out of
          the granting of this Franchise and for promoting and assisting
          community, educational, and governmental access programming, the
          Grantee shall pay Franchise Fees in the amount in this Section.
     
     b.   During the term of this Franchise, Grantee shall pay to the Grantors
          an amount equal to five percent (5%) each year of the Grantee's annual
          Gross Revenues derived from the operation of the system within the
          Franchise Area. Said fees shall be paid quarterly within 30 days of
          the end of each calendar quarter. Grantee agrees that no adjustment
          shall be necessary to represent the time value of money in the payment
          of franchise fees.
     
     c.   The term "revenues derived from operation of the cable system in the
          Franchise Area" shall be construed to include only (1) those revenues
          derived by the Grantee from subscribers within the Franchise Area and
          (2) a portion of other revenues of the Grantee calculated by a formula
          or formulae which fairly allocate revenues attributable to the
          Franchise Area. In the absence of a more precise formula, the portion
          shall be calculated by multiplying such other revenues by a fraction
          whose numerator is the number of subscribers within the Franchise Area
          and whose denominator is the number of subscribers served by the head
          end facility of Grantee.
     
     d.   Not later than March 31 of each year during the Franchise, and
          including the year following expiration of the Franchise, Grantee
          shall provide the Grantors with certification by an officer of Grantee
          of the accuracy of the Franchise fee paid and in detail the sources
          and amounts of revenues received by Grantee during the previous year.
          The Grantors may, in their sole discretion, retain the services of an
          independent certified public accountant to provide an opinion,
          prepared in accordance with generally accepted accounting standards,
          as to the accuracy of franchise fee paid. Expense of such audit will
          be paid by the Grantors unless such opinion establishes that the
          Franchise fee has been underpaid, in which case, the Grantee will
          reimburse the Grantors for expense of the opinion along with any
          unpaid fee, interest and penalty within 30 days of the opinion date.
     
     e.   No acceptance of any payment shall be construed as an accord that the
          amount paid is, in fact, the correct amount, nor shall such acceptance
          of payment be construed as a release of any claim which the Grantors
          may have for further or additional sums payable under the provisions
          of this Section.
<PAGE>

                                                                     PAGE 30

               
     f.   If the limitation on Franchise Fee contained in the Cable Act is
          raised, the fee required by this Franchise may be increased up to the
          new limit effective for fees paid after January 1 next following the
          effective date of such amendment to the Cable Act; provided that such
          increase is authorized by Grantors after a duly noticed public
          hearing.
     
     g.   Interest: Any Franchise Fees which remain unpaid after the due date
          shall be delinquent and shall thereafter accrue interest at the then
          published prime rate.
     
     h.   Franchise fees due hereunder shall be payable based on gross revenues
          received by the Grantee beginning on July 1, 1998, and thereafter, as
          required by this Section. Grantee shall obtain business licenses for
          the period beginning July 1, 1998, and thereafter in accordance with
          Grantors' business license ordinances.
     
     i.   Inspection of books : Grantee shall make available for inspection by
          authorized representatives of the Grantors, its books, accounts, and
          all other financial records at reasonable times and upon reasonable
          notice. Such inspections shall not be limited to annually, as are
          audits.
     
     j.   If for any reason, the Grantors refund any payment of franchise fee,
          Grantee shall credit such refund to subscribers in a reasonable manner
          to be approved by the Grantors.

26.  RECEIVERSHIP AND FORECLOSURE

     a.   The Franchise shall, at the option of the Grantors, cease and
          terminate one hundred twenty (120) days after the appointment of a
          receiver or receivers, or trustee or trustees, to take over and
          conduct the business of the Grantee, whether in a receivership,
          reorganization, or other action or proceeding, unless such
          receivership or trusteeship shall have been vacated prior to the
          expiration of said one hundred twenty (120) days, or unless such
          receivers or trustees shall have, within one hundred twenty (120) days
          after their election or appointment, fully complied with all the terms
          and provisions of this Franchise, and the receivers or trustees,
          within said one hundred twenty (120) days, shall have remedied all
          defaults under the Franchise; and such receivers or trustees shall,
          within said one hundred twenty (120) days, execute an agreement, duly
          approved by the court having jurisdiction of the premises, whereby
          such receivers or trustees assume and agree to be bound by each and
          every term, provisions and limitation of this Franchise.
     
     b.   In the case of a foreclosure or other judicial sale or transfer in
          lieu thereof of the plant, property and equipment of the Grantee or
          any part thereof, including or excluding the Franchise, the Grantors
          may serve notice of termination upon the Grantee and the successful
          bidder at such sale or proposed transferee, in which event the
          Franchise and all rights and privileges of the Grantee granted
          hereunder 

<PAGE>

                                                                     PAGE 31

          shall cease and terminate one hundred twenty (120) days after 
          service of such notice unless the Grantors shall have 
          approved the transfer of the Franchise pursuant to section 19. 
          Provided, however, that if such transferee is a prior secured party 
          pursuant to section 19.a to whom the transfer has been made in lieu 
          of foreclosure or as a result of a foreclosure or other judicial 
          sale or is a successful bidder at foreclosure or other judicial 
          sale whom the Grantors has not approved pursuant to Section 19, the 
          transferee shall be permitted to continue operating the system for 
          twelve months from the date of such transfer, while actively 
          seeking another operator meeting Grantors' requirements for 
          approval, if the transferee shall have covenanted and agreed with 
          the Grantors to assume and be bound by all of the terms and 
          conditions of the Franchise reasonably applicable under the 
          conditions and circumstances existing during said twelve month 
          period.

27.  ENFORCEMENT

     a.   Procedure for Remedying Franchise Violations by Termination: In the
          event that the Grantors determine that Grantee has violated any
          material provision of this Franchise, Grantors may make a written
          demand on Grantee that it remedy such violation. If the violation is
          not remedied, or in the process of being remedied, to the reasonable
          satisfaction of the Grantors within sixty (60) days following such
          demands, Grantors shall determine whether or not such violation by
          Grantee was excusable or inexcusable, in accordance with the
          Administrative Procedures Act commencing at Section 1-23-310 of the
          Code of South Carolina of 1976 or any successor legislative amendment,
          to the extent that it may be applicable. Upon such determination, the
          Grantors Council shall adopt a decision which includes findings of
          fact and conclusions. If the decision by the Grantors Council is that
          there are grounds for termination of the Franchise and that the
          Franchise shall be terminated, the Council may adopt a resolution
          which terminates the Franchise and includes its decision. The
          effective date of termination shall be such date as is reasonably
          prescribed by the Grantors Council, in the resolution.
     
     b.   Alternative Remedies: Any enforcement action or remedy provided by
          this Franchise shall not be deemed exclusive but shall be alternative
          or cumulative in nature. No provision of this Franchise shall be
          deemed to bar the right of either party to seek or obtain judicial
          relief from a violation of any provision of this Franchise or any
          rule, regulation, requirement or directive promulgated thereunder.
          Neither the existence of other remedies identified in this Franchise
          nor the exercise thereof shall be deemed to bar or otherwise limit the
          right of the either party to recover monetary damages (except where
          liquidated damages are otherwise prescribed) for such violation or
          judicial enforcement of either party's obligations by means of
          specific performance, injunctive relief or mandate, or any other
          judicial remedy at law or in equity.

<PAGE>

                                                                     PAGE 32

     Liquidated Damages:
     
     (1)  Grantee understands and agrees that failure to comply with any time
          and performance requirements as stipulated in this Franchise will
          result in damage to the Grantors, and that it may be impracticable to
          determine the actual amount of such damage in the event of delay or
          non-performance.

     (2)  If the Grantors conclude that Grantee is liable for liquidated damages
          pursuant to this Section, they shall issue to Grantee by certified
          mail a notice of Intention to Assess Liquidated Damages. The notice
          shall set forth the basis for the assessment, and shall inform the
          Grantee that liquidated damages will be assessed from the date of the
          notice unless such violation shall have been cured within 10 days of
          the date of notice or the assessment notice is appealed. On appeal the
          Grantors may determine (1) that the violation has been corrected, or
          (2) that an extension of time or other relief should be granted.
          Unless the Grantors indicates to the contrary, said liquidated damages
          shall be assessed beginning with the date on which the Grantors sent
          the notice of the intention to assess liquidated damages and
          continuing thereafter until such time as the violation ceases, as
          determined by the Grantors.
     
     (3)  The following liquidated damages amounts are established:

          (a)  For failure to pay any monetary amount due to Grantors when due,
               in addition to any interest due on such amount, an amount equal
               to five percent of such monetary amount.
          
          (b)  For failure to provide within a reasonable time after written
               request any data, documents, reports, or other information
               required by the Franchise, $50 per day that such violation
               continues.
          
          (c)  For failure to complete the upgrade, $100 per day that such
               violation continues.
          
          (d)  For failure to provide an emergency alert system pursuant to
               Section 12.f, $100 per day that such violation continues.
          
          (e)  For failure to provide service to Grantors pursuant to Section
               16, $25 per site per day that such violation continues.
          
          (f)  For failure to activate any access channel pursuant to Section
               15, $100 per day that such violation continues.
          
          (g)  For failure to complete repairs promptly as required by section
               13.f, $25 per subscriber per day until repairs are completed.
      
    
<PAGE>

                                                                     PAGE 33

          (h)  For failure to comply with Customer Service Standards as required
               by section 13 except subsection 13.f, $50 per day that such
               violation continues.
          
          (i)  For failure to comply with Technical Standards required by
               section 14, $50 per day that such violation continues.
          
          (j)  For failure to file reports as required by section 23, $100 per
               day that such violation continues.
          
          (k)  For failure to test, analyze and report on the performance of the
               system following a written request, $100 per day that such
               violation continues.
          
          (l)  For failure to obtain any permit or permission of the Grantors
               required by  this Franchise, $100 or an amount equal to the
               associated fee, whichever is greater.

     d.   Forbearance by Grantors: Grantee shall not be relieved of any
          obligation to comply with any of the provisions of this Franchise or
          any rule, regulation, requirement or directive promulgated thereunder
          by reason of any failure of the Grantors or their officers, agents or
          employees to enforce prompt compliance.
     
     e.   Force Majeure: Notwithstanding anything to the contrary in this
          Franchise, the Grantors shall not impose any penalty upon the Grantee
          where either violation or failure to cure the same result from force
          majeure, labor dispute, declaration of war or other hostilities, Act
          of God, or any other reason beyond the control of the Grantee.

For and in consideration of the promises, covenants, grant of franchise,
obligations, fees and provision of services, the Grantors and Grantee agree to
be bound by the terms of this franchise agreement, acknowledge that it is their
entire agreement and that is binding on them, their successors and assigns.

<PAGE>

                                                                     PAGE 34

IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement as of the
13th day of October, 1998.



TOWN OF HEATH SPRINGS                Enstar Income Program 1984-1,
                                     L.P. d.b.a. Falcon
By /S/ ANN S. TAYLOR 
   -----------------
Mayor                                By: /S/ HOWARD GAN         
                                        ------------------
ATTEST: /S/ THEE BAKER               Its: V.P.                
       ---------------                   -----------------

Its:  CLERK / TREASURER              ATTEST: /S/ LAURA DAINKO   
    -------------------                      ----------------

TOWN OF KERSHAW                      Its: ADMIN ASST          
                                          -------------
By /S/ W. R. CLYBURN      
   -----------------
   Mayor

ATTEST: /S/ ERNEST GREEN  
        -----------------
        Administrator

COUNTY OF LANCASTER

By /S/  RAY E. GARDENER   
   -----------------------
   County Council chairman

ATTEST: /S/ CHAPPEL HURST 
        -----------------
        County Administrator