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                                                                         EIP84-1
                                                                    Exhibit 10.6

                               ORDINANCE NO. 756

       AN ORDINANCE granting a non-exclusive franchise to Enstar Income Program
1984-l, to build, construct, operate and maintain a cable television system in
the City of Brownsville, Tennessee, and setting forth conditions accompanying
the granting of this franchise;

       Be it ordained by the Board of Mayor and Aldermen of the City of
Brownsville, Tennessee, as follows;

       Section 1 - Title. This Ordinance shall be known and may be cited as the
Terms and Conditions of the Cable Television Franchise.

       Section 2 - Definitions. For the purpose of this Ordinance, and when not
inconsistent with the context, words used herein in the present tense include
the future; words in plural include the singular, and vice versa. The word
"shall" is always mandatory. The captions supplied herein for each section are
for convenience only. Said captions have no force of law, are not part of the
section, and are not to be used in construing the language of the section. The
following terms and phrases, as used herein, shall be given the meaning set
forth below:

       (a)    "City" or "Grantor" is the City of Brownsville, a municipal
              corporation under the laws of the State of Tennessee, or any
              successor to the Legislative powers of the present City.

       (b)    "Grantee" or "Company" is Enstar Income Program 1984-l. It is the
              grantee of rights under this franchise.

       (c)    "Franchise" is the set of non-exclusive rights granted to Grantee
              by the City of Brownsville under the terms of this and any
              agreement entered into by and between the City of Brownsville,
              Tennessee, and such person according to the terms of this Code.

       (d)    "Board of Mayor and Aldermen" is the governing legislative body of
              the City of Brownsville, Tennessee.

       (e)    "Person" is any person, firm, partnership, association,
              corporation, company or organization of any kind.

       (f)    "Cable System" or "Cable Television System" means (I) a system of
              coaxial cables or other electrical conductors and equipment used
              or to be used primarily to receive or transmit video programming,
              radio signals, or other programming, originated directly or
              indirectly or taken off the air, and to transmit them to the
              subscribers for a fee and (II) subscriber interaction, if any,
              which is required for the selection of such video programming or
              other programming service. "Cable System" shall not include
              telephone services.

       (g)    "CATV System" shall mean cable system.





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       (h)    "Corporate Limits" shall include all areas lying within the limits
              of the City of Brownsville, Tennessee, as from time to time
              changed by annexation or other legal methods.

       (i)    "Federal Communications Commission" or "FCC" is the Federal
              Commission or Agency created pursuant to the Communications Act
              of 1934 or its successor agency.

       (j)    "Channels" shall mean a group of frequencies in the
              electromagnetic spectrum capable of carrying an audio-data or an
              audio-video television signal. Each channel is presently a block
              of frequencies containing a six MHz band width, but may change in
              accordance with advances in technology.

       (k)    "Basic Cable Service" means any service tier which includes the
              retransmission of local television broadcast signals, which tier
              also meets the definition of Basic Service contained in 47 U.S.C.
              543(b)(7).

       (l)    "Gross Annual Receipts" shall mean all revenue received directly
              by the Grantee and its subsidiaries, from or in connection with
              the operation of the Cable Television System pursuant to this
              Ordinance; including, but not limited to, gross annual basic cable
              service receipts, gross annual premium channels receipts, all
              other service receipts, gross annual receipts from use of
              commercial channels, installation and reconnection fees, and
              converter and other equipment rentals; provided, however, that
              this shall not include any franchise fees or taxes on services
              furnished by the Grantee herein, imposed directly upon any
              subscriber or user by the state, City or other governmental entity
              and collected by the Grantee on behalf of said governmental unit.

       (m)    "City of Brownsville" means the present municipal corporation of
              Brownsville together with any future annexation made pursuant to
              law. Also referred to as "CITY".

       (n)    "Ordinance" or "Franchise Ordinance" means this Ordinance which
              grants a franchise and defines the specific rights and obligations
              of each party pursuant to the general authority, powers and
              restrictions of this Ordinance.

       (o)    "Streets" shall mean the surface of all rights-of-way and the
              space above and below any public street, road, highway, bridge,
              freeway, lane, path, public way or place, sidewalk, alley, court,
              boulevard, parkway, drive, waterway, dock, wharf, pier, or
              easement now or hereafter held by the City for the purpose of
              public travel and shall include other easements or rights-of-way
              as shall be now held or hereafter held by the City which shall,
              within their proper use and meaning entitle the franchise to the
              use thereof for the purposes of installing or transmitting cable
              television system transmissions over poles, wires, cables,
              conductors, ducts, conduits, vaults, manholes, amplifiers,
              appliances,




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              attachments and other property as may be ordinarily necessary and
              pertinent to a cable television system.

       (p)    "Year" means the remaining portion of any calendar year in which a
              franchise is granted. Thereafter, "Year" means a full calendar
              year.

       (q)    "Franchise Area" is the corporate limits of the City of
              Brownsville, Tennessee.

       Section 3 - Grant of Authority.

       (a)    The City warrants it has a right to issue a franchise and the
              Grantee, by acceptance, acknowledges and accepts the right of the
              City to issue the same.

       (b)    The City hereby grants to grantee, subject to the right of
              amendment as hereinafter provided, the right and privilege to
              construct, erect, operate and maintain, in, upon, along, across,
              above, over and under the streets, alleys, public ways, and public
              places now laid out or dedicated, and all extensions thereof, and
              additions thereto, in the City, poles, wires, cables, underground
              conduits, manholes, and other conductors and fixtures necessary
              for the maintenance and operation in the City of a cable system
              for the interception, retransmission, sale, and distribution of
              television signals, radio, data or other electronic signals as may
              be deemed appropriate by the Grantee, upon the limitations, terms,
              and conditions in this ordinance contained, as the same may be
              from time to time amended, provided that such amendments are
              lawful and for the purpose of promoting public health, safety and
              welfare and/or are to comply with Federal and State laws, and do
              not alter the materiel terms and conditions of this Franchise
              Ordinance without the express agreement of the Franchisee.

       (c)    This franchise award shall not be sublet, assigned or leased, nor
              shall any of the rights or privileges therein granted or
              authorized be transferred or assigned, either in whole or in part,
              nor shall title thereto, either legal or equitable, or any right,
              title, interest or property therein pass to or vest in any person
              except the Grantee, either by act of the Grantee or by operation
              of law, without the prior consent of the City expressed by
              ordinance, which consent will not be unreasonably withheld. The
              City shall take such consent or denial action within the limits
              prescribed in 47 U.S.C. 537(e).

       (d)    The right to use and occupy said streets, alleys, public ways and
              places for the purposes herein set forth shall not be exclusive
              when granted by the City.

       (e)    If other franchises are granted by the City, the City shall not
              grant such a franchise on terms or conditions which are either
              more favorable or less burdensome than those granted under any
              existing franchise or ordinance. Any franchise which may be
              granted shall require the new Grantee to provide cable service to
              the entire franchise area then served by the existing Grantee.


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              Moreover, an existing Grantee may, at its discretion, comply with
              the most favorable terms contained in any subsequent franchise
              granted by the City.

       Section 4 - Compliance With Applicable Laws.

       (a)    Grantee, at all times during the life of its franchise, shall be
              subject to all lawful exercise of the police power by the City.
              Unless otherwise prohibited by State or Federal law, or where
              jurisdiction has been or shall be conferred upon a State or
              Federal commission, board of body, the City reserves a right by
              ordinance or resolution to promulgate regulations as to attachment
              fees, if any; rates and charges to be paid by the subscribers for
              the service; the quality of service to be provided subscribers; to
              provide service for all citizens of the City and its police
              jurisdiction wherever located; and to adopt such other rules and
              regulations it may now or hereafter lawfully impose in keeping
              with and not in conflict with applicable State or Federal law, or
              the lawful rules and regulations heretofore or hereafter adopted
              by any Federal commission, board or body and/or any lawful State
              rules and/or regulations lawfully adopted by any State commission,
              board or body.

       (b)    Grantee, its successors and assigns granted a franchise hereunder
              shall be subject to lawful regulations heretofore or hereafter
              adopted by the Federal Communications Commission and should it now
              be or hereafter become subject to the jurisdiction of any other
              commission then also to the lawful rules and regulations adopted
              by such commission and also to the lawful rules and regulations
              adopted by any similar Federal commission or State regulatory
              body, having jurisdiction. If the Grantee, its successors or
              assigns, shall fail to comply with any material Federal and/or
              State statue, rules, regulations, orders or conditions lawfully
              vested under Federal law in any Federal regulatory body and/or
              rules, regulations, orders and conditions lawfully vested in any
              State regulatory body and/or rules, regulations, orders and
              conditions lawfully vested in the City, the City shall have the
              right to terminate or cancel any franchise granted hereunder after
              written notice to the Grantee to correct such failure or default
              and Grantee shall fail to correct or commence diligent efforts to
              correct such failure or default (and diligently pursue such cure)
              within thirty (30) days of recurring such notice.

         Section 5 - Franchise and Area. Any franchise granted hereunder relates
to the present City limits of the City and to any area hereafter added thereto
during the term of any Franchise granted hereunder.

         Section 6 - System Upgrade. Grantee agrees to upgrade the existing
Brownsville cable TV system within thirty-six (36) months of the adoption of
this Franchise Agreement. The upgraded system will be constructed so as to
provide the capability of passing a minimum of 80 channels on an analog and/or
digital basis through its trunk and feeder lines.



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         Section 7 - Customer Service and Signal Quality Requirements. The
Grantee shall:

       (a)    Comply with the technical standards provided by the Federal
              Communications Commission at 47 C.F.R. 76.601 through 76.609, as
              from time to time amended.

       (b)    Limit failures which leave 5 or more subscribers without cable
              service to a minimum by locating and correcting such malfunctions
              properly and promptly, but in no event responding to such
              malfunctions longer than twenty-four (24) hours after notice
              unless prevented by an act of God.

       (c)    Demonstrate by instruments or otherwise to subscribers that a
              signal of adequate strength and quality is being delivered.

       (d)    In the case of any outage from any cause in which one or more
              customers are completely without cable service for 24 hours or
              more, calculate a pro rata reduction in the charge for cable
              service, to be itemized and included in the next regular bill to
              the customer(s) involved, upon that customer's request.

       (e)    Comply with the Customer Service and Consumer Protection Standards
              at 47 C.F.R. 76.309, as from time to time amended by the Federal
              Communications Commission.

       (f)    To provide additional programming when necessary to accommodate
              the following considerations, consumer demand, community needs and
              economic viability. And to further consider additional programming
              options over time, based on such factors.

       (g)    Provide for placement in City Hall of a character generator for
              use by local City officials to communicate and electronically
              distribute municipal information and text announcements city-wide
              after the completion of the rebuild.

       (h)    Subject to the terms of this subsection, provide free basic cable
              drops to educational and municipal facilities located within the
              franchise area. If it is necessary to extend Grantee's trunk or
              feeder lines more than three hundred (300) feet solely to provide
              service to any such educational or municipal building, the City or
              the building owner or occupants shall have the option of either
              paying Grantee's direct costs for line extensions in excess of
              three hundred (300) feet or releasing the Grantee from the
              obligation to provide service to such building. Furthermore,
              Grantee shall be permitted to recover the direct cost of
              installing any facilities necessary to provide Cable Service under
              this subsection to the extent such installation includes any of
              the following: (a) more than one outlet, (b) inside wiring, or (c)
              a service outlet requiring more than three hundred (300) feet of
              drop cable.

         Section 8 - Public, Educational & Governmental Access Channels and
Emergency Broadcast Services Required. In conjunction with the rebuild the
Grantee shall provide the following:



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       (a)    The Grantee shall provide, but without charge and subject to the
              rules and regulations of the Federal Communications Commission,
              public emergency broadcast capabilities whereby the City can
              interrupt service on all channels in order to make such public
              emergency communications as it deems necessary.

       (b)    Grantee shall reserve one channel for educational and governmental
              access use (the "EG Channel"). Grantee may use and program the EG
              Channel for its own commercial or leased access purposes unless or
              until the County provides Grantee with six (6) months advance
              written notice of its intent to commence programming on such EG
              Channel, at which time Grantee shall retain the right to use and
              program the EG Channel for its own commercial or leased access
              purposes to the extent that such EG Channel is not being used by
              the County. Thereafter, the County must provide the Grantee with
              sixty (60) days advance written notice of each successive instance
              of the County's intent to commence additional programming on such
              EG Channel. The City shall assume all responsibility for
              regulation of and/or scheduling the use of the EG Channel by any
              and all users.

       Section 9 - Indemnification. Grantee shall save the City harmless from
all loss sustained by the City on account of any suit, judgment, execution,
claim or demand whatsoever against the City resulting from negligence on the
part of the Grantee in the construction, operation or maintenance of its cable
television system in the City (excluding loss caused by the negligent or willful
misconduct of the City, its agents or employees); and for this purpose Grantee
shall carry property damage and personal injury insurance with some responsible
insurance company or companies qualified to do business in the state of
Tennessee. The amounts of such insurance to be carried for liability due to
property damage shall be $100,000 as to any one occurrence; and against
liability due to injury to or death of person, $250,000 as to any one person and
$500,000 as to any one occurrence. The City shall notify Grantee, in writing,
within twenty (20) days after the presentation of any claim or demand, either by
suit or otherwise, made against the City on account of any negligence as
aforesaid on the part of Grantee. Where any such claim or demand against the
City is made by suit or legal action, written notice thereof shall be given by
the City to Grantee not less than twenty (20) days prior to the date upon which
an answer to such legal action is due or within fifteen (15) days after the
claim or demand is made upon the City, whichever notice period yields Grantee
the larger amount of time within which to prepare an answer.

       Section 10 - Construction & Maintenance.

       (a)    All structures, lines and equipment erected by Grantee within the
              City shall be so located as to cause minimum interference with the
              proper use of streets, alleys, public ways and places and to cause
              minimum interference with the rights or reasonable convenience of
              property owners.

       Existing poles, posts, conduits and other such structures of any electric
       power system, telephone company, or other public utility located in the
       City shall be used to the extent


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       practicable in order to minimize interference with travel and avoid
       unnecessary duplication of facilities. City shall actively assist Grantee
       to the fullest extent necessary in reasonable joint pole or conduit use
       agreements from the owners of existing poles or conduits. To the extent
       that the existing poles, posts, conduits, and other such structures are
       not available, or are not available under reasonable terms and
       conditions, including excessive cost or unreasonable limitation upon the
       use of Grantee's cable television system Grantee shall have the right to
       purchase, lease, or in any other manner acquire land, rights-of-way, or
       public utility easements upon or under which to erect and maintain its
       own poles, conduits, and other such structures as may be necessary for
       the construction and maintenance of its cable television system. Where
       all other existing utilities are underground, Grantee shall locate its
       facilities underground.

       (b)    In case of any disturbance by Grantee of pavement sidewalk,
              driveway or other surfacing, Grantee shall, at its own cost and
              expense and in a manner approved by the City which shall not be
              unreasonably withheld, replace and restore all paving, sidewalk,
              driveway or surface so disturbed in as good condition as before
              said work was commenced.

       (c)    Grantee shall, on the request of any person holding a building
              moving permit issued by the City, temporarily raise or lower its
              lines to permit the moving of the building. The expense of such
              temporary removal shall be paid by the person requesting the same,
              and Grantee shall have the authority to require such payment in
              advance.

       (d)    All poles, lines, structures and other facilities of Grantee in,
              on, over, and under the streets, sidewalks, alleys, public utility
              easements and public grounds, or place of the City shall be kept
              by Grantee at all tunes in a safe condition.

       (e)    When the City undertakes any reconstruction, realignment or any
              other work on City streets which would require relocation or
              modification of Grantee's poles, wires or other facilities, City
              shall notify Grantee, and Grantee, shall be responsible for such
              relocation of Grantee's facilities.

       Section 11 - Service Extension. Subject to the terms set forth in
Subsections 11(a-c), Grantee agrees to extend its cables to provide additional
service within the corporate limits of the City of Brownsville ,so as to make
the service available to all residential occupancies within the City.

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

       (b)    Grantee shall provide aerial or buried drop lines to new
              subdivisions within the franchise area at the request of the
              developer provided that the developer


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              contracts and agrees with the Grantee to pay the cost of the
              extension of the service.

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

       Section 12 - Amendments & Supplemental Agreements. It shall be the policy
of the City to amend the Franchise, upon application of the Grantee, when
necessary, to enable the Grantee to take advantage of any development or
developments in the field of transmission of television and radio signals which
will afford it an opportunity to more efficiently, effectively or economically
serve its customers. Provided, however, that this section shall not be construed
to require the City to make any amendment.

       Section 13 - Filings & Communications With Regulatory Agencies. Copies of
all petitions, applications, registrations and responses to complaints submitted
by the Grantee to the Federal Communications Commission shall also be submitted
to the City upon written request.

       Section 14 - Maps, Plats & Reports.

       (a)    The Grantee shall file with the City Clerk a true and accurate map
              or plat of all existing and proposed installations after
              completion of the rebuild. Such map or plat shall be updated at
              least annually, as necessary.

       (b)    The Grantee shall file annually with the City, or its designee,
              not later than ninety (90) days after the end of the company's
              fiscal year, a revenue report applicable to the operations within
              the City during the preceding twelve month period, prepared,
              certified, and signed by an officer of the Company. There shall be
              submitted along with this revenue report such other reasonable
              information as the City shall request with respect to the
              company's CATV operations within the City.

       (c)    The Grantee shall at all times keep on file with the City of
              Brownsville a current list of its partners and stockholders with
              an interest of 10% or greater, its officers and directors.


       Section 15 - Franchise Term & Renewal. This franchise shall take effect
and be in fall force from and after passage of this Ordinance by the City and
after acceptance by Grantee as


                                      -8-
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provided in Section 20, and the same shall continue in full force and effect for
a term of fifteen (15) years. Renewals shall be accomplished as provided for in
Federal law and regulations.

       Section 16 - Section 16-Forfeiture.

       (a)    If Grantee should violate any material terms, conditions, or
              provisions of this franchise or if Grantee should fail to comply
              with any material provisions of any ordinance of the City
              regulating the use by Grantee of the streets, alleys, public
              utility easements or public ways of the City, and should Grantee
              further continue to violate or fail to comply with the same for a
              period of thirty (30) days after Grantee shall have been notified
              in writing by the City to cease and desist from any such violation
              or failure to comply so specified without curing or commencing
              diligent efforts to cure such violation or failure, then Grantee
              may be deemed to have forfeited and annulled and shall thereby
              forfeit and annual all the rights and privileges granted by this
              franchise; provided, however, that such forfeiture shall be
              declared only by written decision of the Board of Mayor and
              Aldermen after an appropriate public proceeding before the Board
              of Mayor and Aldermen affording Grantee due process and full
              opportunity to be heard and to respond to any such notice of
              violation or failure to comply; and provided further that the
              Board of Mayor and Aldermen may, in its discretion and upon a
              finding of violation or failure to comply, impose a lesser penalty
              than forfeiture of this-franchise or excuse the violation or
              failure to comply upon a showing by Grantee of mitigating
              circumstances. Grantee shall have the right to appeal any finding
              of violation or failure to comply with any resultant penalty to
              any court of competent jurisdiction de novo, as provided in 47
              U.S.C. 555. In the event that forfeiture is imposed upon Grantee,
              it shall be afforded a period of six (6) months within which to
              sell, transfer, or convey this cable television system to a
              qualified purchaser. During this six (6) month period, which shall
              run from the effective date of the final order or decision
              imposing forfeiture, including any appeal. Grantee shall have the
              right to operate this cable television system pursuant to the
              provisions of this franchise.

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



                                      -9-
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              Franchise sufficient time to complete any required repairs and
              shall not assess penalties or liquidated damages against the
              Franchisee so long as the Franchisee makes a showing to the City
              that it is working promptly, diligently and in good faith to
              correct such technical violations. A "substantial safety hazard"
              shall be defined as one posing an imminent likelihood of causing
              significant bodily injury if not repaired immediately.

       Section 17 - Surrender Right. Grantee may surrender this franchise at any
time upon filing with the City of Brownsville a written notice of its intention
to do so at least six (6) months before the surrender date. On the surrender
date specified in the notice, all of the rights and privileges and all of the
obligations, duties and liabilities of Grantee in connection with this franchise
shall terminate. Further, should the Grantee, his and/or its successors and
assigns discontinue the business for which this franchise is granted, all poles,
wires, cables, and other devices shall be removed without the expense to the
City, within one hundred eighty (180) days after demand for such removal is made
by the City.

       Section 18 - Transfers.

       (a)    All of the rights and privileges and all of the obligations,
              duties and liabilities created by this Franchise shall pass to and
              be binding upon the successors of the City and the successors and
              assigns of Grantee; and the same shall not be assigned or
              transferred without the written approval of the Board of Mayor and
              Aldermen, which approval shall not be unreasonably withheld. In
              compliance with the requirements of 47 U.S.C. 537(e); provided,
              however, that this Section shall not prevent the assignment or
              hypothecation of franchise by Grantee as security for debt without
              such approval; and provided further that transfers or assignments
              of this franchised between any parent and subsidiary corporation
              or between entities of which at least twenty-five percent (25%) of
              the beneficial ownership is held by the same person, persons, or
              entities shall be permitted without prior approval of the Board of
              Mayor and Aldermen.

       (b)    This Ordinance acknowledges the pending sale of the assets of the
              cable system serving the City by Enstar Income Program 1984-1 to
              Gans Multimedia, LLC (Gans). The Board of Mayor and Aldermen shall
              provide their approval of the transfer of this Franchise and all
              rights and obligations contained herein to Gans, upon the timely
              written notice to the City by Gans of the completion of the asset
              sale of this cable system. The transfer shall become effective on
              the date of closing of the asset sale transaction.

       Section 19 - Franchise Fee. In consideration of the terms of this
franchise, and in conformity with 47 U.S.C. 542, Grantee agrees to pay the City
a sum of money equal to five percent (5%) of Grantee's Gross Annual Receipts per
year. Such sum shall be payable quarterly, no later than the forty-fifth (45th)
day following the end of the quarter. This payment shall be in addition to any
other tax or payment owed to the City by Grantee, including ad valorem or
business taxes. At City's request, the Grantee shall file a report showing
Grantee's Gross Annual Receipts for the calendar year and the amount of
franchise fees due to the City. Such reports may be requested four (4) times per
calendar year. The Grantee shall have an obligation to maintain financial
records of its gross annual receipts and Grantee fee payments for audit



                                      -10-
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purposes for a period of three (3) years, and the City shall have the right to
audit the Grantee's books at such place or places as the City may direct.

       Section 20 - Effective Date and Acceptance. This Ordinance shall become
effective on passage and after acceptance by Grantee, shall then be and become a
valid and binding contract between the City and Grantee; provided, however, that
this Ordinance shall be void unless Grantee shall, within thirty (30) days after
the final passage of this Ordinance as provided in Section 22, file with the
City Clerk of the City, a written acceptance of this Ordinance and the Franchise
herein granted, agreeing that it will comply with all of the provisions and
conditions hereof and that it will refrain from doing all of the things
prohibited by this Ordinance.

       Section 21 - Severability. If any section, subsection, sentence, clause,
phrase or portion of this Ordinance is for any reason held invalid or
unconstitutional by any Federal or state court or administrative or governmental
agency of competent jurisdiction, specifically including the Federal
Communications Commission, such portion shall be deemed a separate, distinct and
independent provision, and such holding shall not affect the validity of the
remaining portions hereof.

       Section 22 - Passage and Effective Date. For purposes of becoming a law,
this ordinance shall be effective from and after its final passage, the public
welfare requiring it. For all other purposes, it shall be effective as provided
for in Section 20 above.


       PASSED, APPROVED AND ADOPTED BY THE Board of Mayor and Aldermen of the
City of Brownsville, Tennessee, on


                                  FIRST READING   Nov 14, 2000
                                               ---------------------------------

                                  SECOND READING  Dec 12, 2000
                                                --------------------------------

                                                --------------------------------
                                                MAYOR
ATTEST:


-------------------------------
CITY CLERK
                                                Enstar Income Program 1984-1



                                              /s/ M. CELESTE VOSSMEYER
                                              ----------------------------------
                                              M. Celeste Vossmeyer
                                              Vice President
                                              Date: January 18, 2001



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                                             Name:
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                                             Title:
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                                             Date:
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