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Central U.S. Underground                                     Subcontract No:
Utilities Construction, Inc.                                 Cost Code:
PO Box 40 Goshen, AR 72735

Tax ID# 71-0817516

Wayne McCormick

Phone: (479)582-2731         Cell: (479) 601-2529

Fax: ( 479 )


PROJECT IDENTIFICATION:

TYPE OF CONTRACT: (Circle One)      UNIT PRICE         LUMP SUM            OTHER


(See Schedule "A" for scope, definition, and pay items of work.)


THIS SUBCONTRACT AGREEMENT entered into this 18 day of Sept, 20 02 by and
between Midwest Cable Communications of Arkansas, Inc., hereinafter called
Contractor; and of Central U.S. Underground Utilities hereinafter called the
Subcontractor.

                                   WITNESSETH:

WHEREAS, Contractor has heretofore entered into an agreement dated 9 -1 8- 02,
(the Contract), with Cox Communications, hereinafter called the Owner, to
furnish all labor, equipment and some materials (as specified in Schedule "A")
to perform all work required for the construction of the project, ("the
Project"), known as Magnolia Project, Located in Magnolia in strict accordance
with the specifications, drawings and schedules prepared by, Cox Comm said
specifications, drawings and schedules are now made a part of this Subcontract
Agreement; and;

WHEREAS, the parties hereto expressly agree to the contract with reference to a
specific portion of the overall work for the Project.

NOW, THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereto agree as follows:

Subcontractor shall furnish all labor, some materials {as specified in Schedule
"An), project administration, supervision, scheduling, plant, equipment,
appliances, tools and all other items necessary for perform the Work {as more
fully described in Item B of Schedule "An attached hereto, and all work
incidental thereto, namely:

FURNISHING AND/OR INSTALLATION OF: Coax and Innerduct

Section 2:

2.1    Contractor shall have the same rights and privileges against the
       Subcontractor herein as the Owner has against Contractor. Subcontractor
       shall have the same rights and privileges against the Contractor herein
       as the Contractor has against the Owner.

2.2    Subcontractor acknowledges that it has carefully read and understands the
       Contract between the Contractor and the Owner, the Contract documents.
       this Subcontract Agreement and the

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       available drawings, as well as the Specifications for its and other
       party's scope of work on the Project, the responsibilities and
       relationships between itself and other trades on the Project, and agrees
       to comply with and perform all provisions thereof applicable to the
       Subcontractor.

2.3    Subcontractor further represents to have fully investigated and is
       familiar with the locality of The Work and understands the nature and
       locality of the Work and the Project site and the conditions and
       difficulties under which the Work shall be performed, and that it enters
       into the Subcontract Agreement based on its own independent examination,
       investigation and evaluation of all relevant details of the Work and not
       in reliance upon any opinions or representations of Contractor, Owner or
       any such parties respective officers, agents, servants, or employees.

2.4    Contractor has checked the access to any portion of the Work, looked at
       nearby structures, power lines, telephone lines, utilities as well as all
       governmental laws, ordinances and regulations relating to the use of
       streets, highways. railroads, alley ways and obstructions which may in
       any manner, restrict, interfere with, delay or otherwise affect the
       delivery, storage, handling, rigging, boring, drilling, lashing of any
       and all laborers, materials or equipment. Contractor represents that
       nothing disclosed by its investigation will prevent or unduly burden
       Subcontractor's performance of its Work. Subcontractor further
       acknowledges that it has checked the access to any portion of the Work
       within the scope of its work, looked at nearby structures, power lines,
       telephone lines, utilities as well as all governmental laws, ordinances
       and regulations relating to the use of streets, highways, railroads,
       alley ways and obstructions which may in any manner, restrict, interfere
       with, delay or otherwise affect the delivery, storage, handling, rigging,
       boring, drilling, lashing of any and all laborers, materials or
       equipment. Subcontractor agrees that no additional charge shall be made
       by reason of any such conditions, ordinances, regulations or
       restrictions.

THIS SUBCONTRACT AGREEMENT, the provisions of the contract between the
Contractor and the Owner, and any other Contract Documents are intended to
supplement and complement each other and shall, where possible, be thus
interpreted. If, however any provision of this Subcontract Agreement
irreconcilably conflicts with a provision of the Contract between the Contractor
and the Owner, the provision imposing the greater duty or obligation on the
Subcontractor shall govern.

Although this Subcontract is drawn by Midwest Cable Communications of Arkansas,
Inc., it shall, in the event of any dispute over its meaning or application be
interpreted fairly and reasonable and neither more strongly for nor against
either party.

2.5    All work shall be performed in accordance with the plans and
       specifications. Subcontractor shall conform to and abide by any
       additional specifications, drawings or explanations prepared by the Owner
       or its engineers in order to illustrate the Work to be done in greater
       detail, provided they do not enlarge the Work without an agreed price
       adjustment.

2.6    Subcontractor acknowledges its express duty to cooperate and to actively
       coordinate its Work with that of the Contractor, Owner or other
       subcontractors participating in the construction of the "plant" or any
       portion of the Project and that Subcontractor shall not directly or
       indirectly delay. impede, or otherwise impair the work of others or the
       timely progression of the overall Project.

2.7    Subcontractor shall be responsible to obtain markings of all utilities
       prior to beginning its work, as well as any inspections or approval by
       any governmental agencies. It shall also be responsible to obtain any and
       all interim or final inspections for its scope of work.

Section 3:

3.1   Subcontractor shall begin its Work as soon as instructed by Contractor and
      shall carry on its Work promptly, efficiently, safely and at a speed that
      will not cause delay, disruption or

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       interface in the progress of Contractor's overall work or other portions
       of the Project work carried on by other contractors or subcontractors.
       Contractor may require Subcontractor to prosecute in preference to other
       parts of the Work, such part or parts as Contractor may from time to time
       specify.

3.2    If the Contractor requests, the Subcontractor shall, at the time
       specified in such request, submit to Contractor, progress, procurement,
       and/or man-hour completion schedules, as well as detailed method
       statements, from time to time. Contractor's receipt and review of such
       schedules shall not preclude the Contractor from otherwise adjusting such
       schedules and method statements from time to time, to comply with the
       overall needs of the Project.

3.3    Contractor shall not be liable to Subcontractor for delay, disruption or
       interference to Subcontractor's Work caused by the act, omission, neglect
       or default of the Owner or its Engineers, or their respective
       contractors, subcontractors, employees, servants, agents or consultants,
       or by reason of fire or other casualty, or on account of strikes, riots,
       or other combined actions of the workmen or budget changes by the Owner,
       or on account of any acts of God, or any other cause beyond the
       Contractor's direct control; provided however, Contractor will cooperate
       with Subcontractor to submit any just claims against the Owner or
       engineers for delay, disruption or interference directly attributable to
       their actions.

3.4    Subcontractor shall not be liable to Contractor for delay, disruption or
       interference to Contractor's Work caused by the act, omission, neglect or
       default of the Owner or its Engineers, or their respective Contractors,
       Subcontractors, employees, servants, agents or consultants, or by reason
       of fire or other casualty, or on account of strikes, riots, or other
       combined actions of the workmen or budget changes by the Owner, or on
       account of any acts of God, or any other cause beyond the Subcontractor's
       direct control; provided however, Subcontractor will cooperate with
       Contractor to submit any just claims against the Owner or engineers for
       delay, disruption or interference directly attributable to their actions.

3.5    Should Subcontractor's Work be delayed, disrupted or interfered with
       solely as a result of acts, or omissions of the Contractor, or anyone
       employed by the Contractor on the Project, then Contractor shall owe
       Subcontractor only an extension of time for completion equal to the
       delay, disruption or interference, and then only if a written claim for
       delay by Contractor or anyone employed by Contractor on the project is
       made to Contractor within a reasonable time after the commencement of
       such delay, disruption or interference directly attributable to their
       actions.

3.6    Subcontractor shall remove from the premises all rubbish and surplus
       materials which may accumulate from the prosecution of Subcontractor's
       work and should Subcontractor fail to do so, Contractor may, at his
       option, remove same at Subcontractor's expense, and take the costs
       thereof from any funds due Subcontractor .

3.7    Except as provided above, any damages may be claimed by the Contractor
       for delay, disruption or interference caused by Subcontractor without in
       any way limiting the option of Contractor to terminate the Subcontractor
       for default, as herein elsewhere provided.

Section 4: (SAFETY)

4.1    Subcontractor shall provide safe and sufficient facilities at all times
       for its workmen, and shall not perform, or fail to perform, any act which
       would cause the Project site to be unsafe, at any location. Subcontractor
       shall provide safe and sufficient facilities at all times for inspection
       of the Work by the Owner, Contractor or any governmental agencies.

4.2    Subcontractor agrees that the prevention of accidents to workers engaged
       in the vicinity of the Work is its responsibility, and agrees to comply
       with all laws, ordinances, rules, regulations, codes, orders, notices and
       requirements concerning safety as shall be applicable to the Work, and
       with the safety standards established during the progress of the work by
       the Contractor


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       and the Occupational Safety and Health Administration (OSHA) or any other
       municipal inspector. When so ordered, the Subcontractor shall stop any
       part of the Work which the Contractor, OSHA, or any other municipal
       inspector deems unsafe until corrective measures satisfactory to the
       Contractor have been taken, and the Subcontractor agrees that it shall
       not have nor make any claim for damages growing out of such stoppage.
       Should the Subcontractor neglect to take corrective measures, the
       Contractor may do so at the cost and expense of the Subcontractor.
       Failure on the part of the Contractor to stop unsafe practices shall in
       no way relieve the Subcontractor of its responsibility therefore.
       Contractor may recover from the Subcontractor, all fines and costs
       incurred by the Contractor due to Safety Violations caused in whole or in
       part by the actions of Subcontractor . Subcontractor is required to
       provide proof of Subcontractor's Safety and Hazard Material Program
       within ten (10) days of the date of the Subcontract Agreement.

Section 5: (RESPONSIBILITY AS TO PROSECUTION OF WORK)

5.1    Subcontractor shall, at all times, supply adequate tools, appliances,
       equipment and a sufficient number of properly skilled workmen and
       sufficient amount of materials and/or supplies of proper quality to
       efficiently, safely and promptly prosecute the Work in accordance with
       the Contractor's schedule, as the same may be adjusted from time to time,
       and shall promptly pay for all materials purchased and shall pay all
       workmen each week. When requested by Contractor, Subcontractor shall
       obtain and furnish to Contractor, weekly, with two (2) copies of payroll
       verified by affidavit as well as evidence to verify that all taxes and
       contributions to applicable employee benefit plans are current.

5.2    Subcontractor shall exercise its personal supervision of the Work or have
       a competent foreman, superintendent, or Project Manager satisfactory to
       Contractor on the Work at all times during its progress, with authority
       to act for Subcontractor.

Section 6:

6.1    Subcontractor shall turn the Work over to Contractor in good condition in
       strict accordance with the Contract Documents. Subcontractor warrants
       that title to all Work, materials and equipment covered by a payment
       application from Subcontractor shall pass to the Owner either upon
       incorporation in the Project, or upon payment by Contractor, which ever
       occurs first and, upon payment, free and clear of all claims, liens,
       security interests or encumbrances, hereinafter collectively as "liens."

6.2    Subcontractor shall, at its own cost and expense, including attorney's
       fees and costs, defend all suits to establish such liens, and pay any
       such liens so established. Once Subcontractor becomes aware of any such
       liens, Subcontractor shall promptly communicate such information to
       Contractor. If deemed necessary to protect the Contractor or Owner, at
       the Contractor's option, such funds may be paid out of any monies due
       Subcontractor, to discharge any such lien.

6.3    Subcontractor shall, as often as required by, the Owner or Contractor,
       furnish a sworn statement showing all parties who furnish labor or
       material to Subcontractor, with their names and addresses and the amount
       due or to become due each of them. Similar statements may be required
       from any subcontractor or supplier of any tier of the Subcontractor.
       Contractor may also require Subcontractor to provide Contractor with
       copies of all of its subcontractors and purchase orders and Subcontractor
       shall promptly comply.

Section 7: (INSURANCE AND INDEMNIFICATION)

7.1    Subcontractor shall defend, indemnify and hold harmless, the Owner, the
       Contractor and their respective officers, agents, servants and employees
       from and against any and all claims, suits or liability of any nature
       arising in whole or in part as a result of the acts or omissions of

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       Subcontractor, its agents, employees, servants and subcontractors and
       suppliers of any tier, including without limitation, claims suits or
       liability relating to or arising out of or in connection with, damage to
       property or injury, including death, to persons, whether an employee of
       Subcontractor or of any of its subcontractors or suppliers of any tier or
       otherwise; provided, however, Subcontractor's duty hereunder shall not
       arise if such claims, suits or liability are caused by the negligence of
       Contractor, Owner or any other subcontractor. Contractor shall defend,
       indemnify and hold harmless, the Owner, the Subcontractor and their
       respective officers, agents, servants and employees from and against any
       and all claims, suits or liability of any nature arising in whole or in
       part as a result of the acts or omissions of Contractor, its agents,
       employees, servants and contractors and suppliers of any tier, including
       without limitation, claims suits or liability relating to or arising out
       of or in connection with, damage to property or injury, including death,
       to persons, whether an employee of Contractor or of any of its
       subcontractors or suppliers of any tier or otherwise; provided, however,
       Contractor's duty hereunder shall not arise if such claims, suits or
       liability are caused by the negligence of Subcontractor.

7.2    Any person entitled to indemnification hereunder shall (i) give prompt
       written notice to the indemnifying party of any claim with respect to
       which it seeks indemnification and (ii) permit the indemnifying party to
       assume the defense of such claim with counsel reasonably satisfactory to
       the indemnified party. If such defense is assumed, the indemnifying party
       shall not be subject to any liability for any settlement made by the
       indemnified party without its consent (but such consent shall not be
       unreasonably withheld). An indemnified party shall reasonably cooperate
       with the indemnifying party in the defense of a claim and shall
       reasonably cooperate with the indemnifying party in the defense of a
       claim and shall make no admissions or settlement adverse to the
       indemnifying party's defense or obligations.

7.3    Subcontractor shall carry public liability insurance and also such
       employer's liability and/or workmen's compensation insurance as required
       by the Contract Documents to insure the liability of the parties hereto
       for any injuries to Subcontractor's employees, and all insurance required
       by the law of the place where the Work is to be done and shall furnish
       Contractor with satisfactory evidence that such insurance has been
       obtained and paid for and will continue in force until the completion of
       the Project. If the Subcontractor sublets any portion of its work to a
       third party, Subcontractor shall ensure that said third party shall do
       likewise.

7.4    The insurance requirements for this project are as follows:

       o      Workers' Compensation for all of the Contractor's employees or
              subcontractor engaged in work associated with the performance of
              this Contract.

       o      Automobile Liability Insurance with the limits to be a minimum of
              Five Hundred Thousand Dollars ($500,000.00) (Bodily Injury and
              Property Damage combined.

       o      General Liability Insurance with adequately provides coverage for
              all of the Contractor's agreements, indemnities, duties,
              responsibilities, and warranties set for the herein with limits of
              not less than Five Hundred Thousand Dollars ($500,000.00); and

       o      Excess Liability Insurance (sometimes referred to as "Umbrella"
              coverage) with the limits to be a minimum of One Million Dollars
              ($1,000,000.00).

7.4    Subcontractor accepts exclusive liability for all taxes and contributions
       required of Contractor or Subcontractor by the Federal Social Security
       Act and the Unemployment Compensation Law or similar law in any State
       with respect to the employees of Subcontractor, in performance of the
       work herein provided for, and agrees to furnish Contractor with suitable
       written evidence that he has been authorized to accept such liability.
       Subcontractor further agrees that if it cannot furnish said evidence, or
       should fail to do so prior to beginning work, Contractor may, at its
       option, payor establish a reserve for payment of said taxes and
       contributions and deduct the amount paid or reserved from payments due,
       or to become due,



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       to Subcontractor. Subcontractor further agrees to defend, indemnify and
       hold harmless Contractor against all liability, including attorney's fees
       and costs, with respect to said employees under said Acts, Laws, or the
       provisions of any applicable collective bargaining agreements.

7.5    Subcontractor accepts exclusive liability for any and all sales tax, use
       tax, or local taxes, which may be assessed against materials, equipment
       or labor, used in the Work, provided the same are reimbursed by the
       Contractor under this Subcontract Agreement.

Section 8: (PAYMENT)

8.1    As consideration for the performance of the Work called for under this
       Subcontract Agreement, Subcontractor shall receive, subject to additions
       and deductions as herein before provided, payments as the Work
       progresses, on estimates made and approved by the Owner and Contractor .

8.2    If Subcontractor furnishes a performance and payment bond satisfactory to
       Contractor, payment of Work billed by Subcontractor to Contractor and
       accepted by Owner, shall be made within thirty (30) days from date of
       invoice.

8.3    If Subcontractor does not furnish a performance and payment bond
       satisfactory to the Contractor, and if the Subcontractor's Work is not
       acceptable under the plans and specifications, or if Subcontractor is
       behind schedule, Contractor shall have the right to increase retainage
       but not to exceed 10% withheld or delay paying final retainage on any
       portion, until Subcontractor's Work is acceptable and up to date.

8.4    Contractor shall pay to Subcontractor, less ten per cent (10%) retainage,
       for the items of Work performed and approved for payment by the Owner,
       within thirty (30) days from the first Monday following the date of
       approval of the correct invoice by the Owner for Work performed by
       Subcontractor.

       Final Release of Retainage will be made when the following condition is
       met:

       1.     It has been one (1) year since final payment, less retainage, was
              made and there are no outstanding or unresolved money issues,
              including back charges, or probable liability from Subcontractor
              to the Owner or Contractor in the Phase of Work covered by
              retainage due.

8.5    If at any time there shall be evidence of a lien or claim which, if
       established, is chargeable to Subcontractor, the Contractor shall have
       the right to retain out of any payment due, or to become due, under this
       Subcontract Agreement, an amount sufficient to indemnify Contractor and
       Owner against said liens or claims. A 6 8.6 Payment made under this
       Subcontract Agreement shall not constitute acceptance of defective,
       faulty or improper Work and no payment shall release Subcontractor from
       any of its obligations under this Subcontract Agreement.

Section 9: (DISPUTES)

9.1    Unless another remedy is provided elsewhere in this Subcontract
       Agreement, in the event any claim or dispute arises out of the
       Subcontract Agreement (a "Dispute"), either party may request that the
       parties meet within ten (10) business days of such request and seek to
       resolve the Dispute by negotiations of the appropriate officers of each
       party, with the request for resolution being passed to each officer at
       the next higher level in authority, in turn. If the Dispute is not
       settled through such negotiation within ten (10) business days of the
       first such meeting, either of the parties may request that the parties
       then attempt, in good faith, to settle the Dispute through nonbinding
       mediation under the Commercial Mediation Rules of the American
       Arbitration Association ("AAA"). If the parties cannot settle the Dispute
       through such mediation, then any Dispute shall be resolved by arbitration
       by a single arbitrator engaged in


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       the practice of law, in accordance with the applicable rules of the AAA,
       and any judgment upon the award rendered by the arbitrator may be entered
       in any court having jurisdiction thereof. Notwithstanding the forgoing
       provisions of this section, the right of either party to indemnification
       or contribution may, at the sole option of the party entitled to
       indemnification or contribution, be enforced in a court having
       jurisdiction thereof through any allowable procedure. The arbitrator
       shall not have authority to award punitive damages. Each party shall bear
       its own costs and attorneys' fees, and shall be determined under federal
       law. Notwithstanding the foregoing, the parties may cancel or terminate
       this Subcontract Agreement in accordance with its terms and conditions
       without being required to follow the procedures set forth in this
       section.

10: (REMEDIES)

10.1   Should Subcontractor, materially, breach this Subcontract Agreement, or
       materially fail to prosecute the Work with promptness, diligence and
       efficiency or fail to perform any of the requirements hereof, or should
       there be filed by or against the Subcontractor a petition in bankruptcy
       or for an arrangement or reorganization, or should Subcontractor become
       insolvent or be adjudicated as bankrupt or go into liquidation or
       dissolution, either voluntarily or involuntarily or under a court order,
       or make a general assignment for the benefit of creditors, or otherwise
       acknowledge insolvency, then in any of such event, each of which shall
       constitute a material default on the Subcontractor's part, Contractor,
       may, upon twenty four (24) advance written notice by registered mail
       addressed to Subcontractor, proceed as follows:

       1.     Provide such materials, supplies, equipment and labor as may be
              necessary to complete the Work.

       2.     Withhold or set off payment of any estimated or billed amount due
              the Subcontractor .

       3.     Terminate the employment of Subcontractor, enter upon the premises
              and take

       4.     possession, for use in completion of the Work, all of the
              materials, supplies, tools, equipment and appliances of
              Subcontractor thereon and complete the Work, or

       5.     have same completed by others on terms deemed by Contractor in its
              judgment to be expedient.

10.2   The Contractor shall have a right of set off for the cost of Contractor
       completing Subcontractor's Work as provided above. If the amount expended
       by Contractor to complete Subcontractor's work as before described,
       including all resulting losses, damages, costs and expenses to
       Contractor, exceeds the unpaid balance of the Subcontract Agreement
       amount, Subcontractor shall pay Contractor such excess.

10.3   Should Subcontractor, at any time, fail to pay for all labor, materials,
       supplies or equipment used by Subcontractor in the Work when due,
       Contractor, at its option, may pay for all labor, materials, equipment or
       supplies used by Subcontractor in the Work, when it becomes due.
       Contractor, at its option, may pay for same out of funds advanced to
       Contractor by Owner for Subcontractor and debit Subcontractor's account;
       or may, at its discretion, pay at any time, claims for labor, materials,
       equipment or supplies used in the Work and Subcontractor shall pay
       Contractor the amount of any such payments upon demand.

10.4   Should Subcontractor default in any of the provisions of this Subcontract
       Agreement and should Contractor employ an attorney to enforce any
       provision hereof, or to collect damages for breach of this Subcontract
       Agreement, or to recover on any bonds or letters of credit provided by
       Subcontractor to Contractor, then Subcontractor and its surety, if
       applicable, agree to pay Contractor such attorney's fees and costs as it
       may expend therein. As against the obligations herein contained,
       Subcontractor and its surety waive all rights of exemption.

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10.5   Should Contractor default in any of the provisions of the Subcontract
       Agreement and should Subcontractor employ an attorney to enforce any
       provision hereof, or to collect damages for breach of the Subcontract
       Agreement, or to recover on any bonds or letters of credit provided by
       Contractor to Subcontractor, then Contractor and its surety, if
       applicable, agree to pay Subcontractor such attorney's fees and costs as
       it may expend therein. As against the obligations herein contained,
       Contractor and its surety waive all rights of exemption.

10.6   The rights and remedies granted to Contractor under this Article and
       pursuant to the other provisions of this Subcontract Agreement, shall be
       cumulative and are not intended to be in lieu of any legal right or
       remedy which Contractor may have against Subcontractor for breach of this
       Subcontract Agreement or default hereunder, afforded by State or Federal
       Law.

Section 11:

11.1   Subcontractor shall not sublet, assign or transfer this Subcontract
       Agreement, or any part thereof, without written consent of Contractor .

11.2   This Subcontract Agreement contains the entire agreement between the
       parties and all additions thereto or changes therein shall be in writing
       and shall not be binding unless same are in writing and execute by the
       parties.

Section 12:

12.1   This Subcontract is awarded subject to the written approval of
       Subcontractor by the Owner and/or its representative.

Section 13:

13.1   Subcontractor hereby unconditionally guarantees that the Work will be
       performed in accordance with all the requirements of this Subcontract
       Agreement, the Contract and Contract Documents between the Contractor and
       Owner, and further guarantees the Work to be and to remain free of
       defects in workmanship and materials furnished by Subcontractor, for one
       (1) year after Subcontractor's Work is completed, or from any such longer
       period specifically set forth in the Contract Documents. Subcontractor
       hereby agrees to repair or replace any and all Work, together with any
       other adjacent work which may be displaced in so doing, that may prove
       not to be in accordance with the requirements of the Contract Documents
       or that may be defective in its workmanship or material furnished within
       the guarantee period specified, without any expense whatsoever to Owner
       or Contractor, ordinary wear and tear and unusual abuse or neglect
       excepted. All Work so repaired or replaced will be further
       unconditionally guaranteed for the longer period of the ninety (90) or
       the remainder of the original one (1) year term. The bonds and/or letters
       of credit provided hereunder are to remain in full force and effect
       during the guarantee periods and the time for filing a claim against such
       bonds or letters of credit shall likewise be extended .

13.2   Subcontractor further agrees that after being notified in writing by
       Contractor or Owner of any Work not in accordance with the requirements
       of the Contract Documents or any defects in the Work, it will promptly
       commence and prosecute, with due diligence, all work necessary to fulfill
       the terms of this guarantee, and to complete the work within a reasonable
       period of time. In the event Subcontractor fails to so comply,
       Subcontractor does hereby authorize Contractor or Owner to proceed to
       have such work done at Subcontractor's expense, and the Subcontractor
       will pay the cost hereof upon demand. Contractor or Owner shall be
       entitled to all costs, including attorney's fees and costs, necessarily
       incurred upon Subcontractor's refusal to pay the above costs.

13.3   The obligations of Subcontractor set forth above shall survive the
       termination of this Subcontract Agreement.

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Section 14:

14.1   The provisions of the attached Schedules and Exhibits complement and are
       part of the printed Subcontract Agreement. If one or more of the
       provisions contained in this Agreement shall be, for any reason, held
       unenforceable under the law of any state or of the United States, such
       unenforceable provision or provisions shall not affect the enforceability
       of this Agreement.

14.2   If the contract is not signed and returned within four (4) business days
       from the date of the contract it will be null and void. We will accept a
       signed copy faxed to us to start the project, provided a manually signed
       copy is promptly mailed to us.

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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written:

                                     Subcontractor: Central U.S .Underground
                                                    Utilities Construction, Inc.



Attest or Witness:


                                      By:        /s/ Wayne McCormick
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                                                        (Signature)




                                               Wayne McCormick Vice President
--------------------------------          -------------------------------------
    (Print Name and Title)                         (Print Name and Title)




                                                          9-18-02
--------------------------------          -------------------------------------
            (Date)                                           (Date)


Attest or Witness:                  Contractor:  Midwest Cable Communications
                                                 of Arkansas, Inc.


      /s/ Kelly Pearson               By:       /s/ Lisa A. Rodriguez
--------------------------------          -------------------------------------
                                                     (Signature)


    Kelly Pearson-Contracts                 Lisa A. Rodriguez Vice President
--------------------------------          -------------------------------------
    (Print Name and Title)                       (Print Name and Title)




            9-18-02                                     9-18-02
--------------------------------          -------------------------------------
            (Date)                                       (Date)



                                       10

                                   Contractor's Initials:
                                                         -----------------------

                                Subcontractor's Initials:
                                                         -----------------------


<PAGE>




                             COVENANT NOT TO COMPETE


This covenant entered into on the 18th day of September, 2002, between Midwest
Cable Communications of Arkansas, Inc., a Delaware Corporation, hereinafter
referred to as "CONTRACTOR" and Central U.S. Underground Utilities Construction,
Inc., hereinafter referred to as "SUBCONTRACTOR".

       1.     WHEREAS, Contractor has entered into an agreement with Cox
              Communication, hereinafter referred to as "CLIENT", to provide
              labor, and services associated with installation of communication
              equipment; and,

       2.     WHEREAS, Contractor has entered into a separate agreement with
              Subcontractor in relation to the work to be performed under the
              agreement referred to in Paragraph I herein; now, therefore, the
              parties hereto agree as follows;

       3.     Subcontractor agrees that it shall not enter into any agreements
              with Client or bid against Contractor in connection with any work
              to be performed by Contractor for Client for a period of three (3)
              years without the express written consent of Contractor.

       4.     Subcontractor states that it has entered into this "COVENANT NOT
              TO COMPETE" of its own free will in exchange for the right to be a
              Subcontractor for the labor, and services provided by Contractor
              to Client.

       5.     This law shall be governed and construed in accordance with the
              laws of the State of Arkansas.

WITNESS our hands and seals this 18th day of September, 2002.





                                               MIDWEST CABLE

                                               COMMUNICATIONS OF AR, INC.

                                               BY:  LISA A. RODRIGUEZ

                                               TITLE:  VICE PRESIDENT



                                               CENTRAL U.S. UNDERGROUNG

                                               UTILITIES CONSTRUCTION, INC.

                                               BY:  WAYNE MCCORMICH

                                               TITLE:  VICE PRESIDENT



<PAGE>



LICENSE NO.  0075310403


                                State of Arkansas

                           CONTRACTORS LICENSING BOARD

CENTRAL U.S. UNDERGROUND UTILITIES CONSTRUCTION, INC.

PO BOX 40

GOSHEN, AR  72735

THIS IS TO CERTIFY THAT CENTRAL U.S. UNDERGROUND UTILITIES CONSTRUCTION, INC. is
duly licensed under the provisions of Act 150 of the 1965 Acts as amended and is
entitled to practice Contracting in the State of Arkansas within the following
classifications:

         SPECIALTY

             Underground Piping, Cable, Trenching
















with the following suggested bid limit            $10,000,000
                                                  -----------
from        March 22, 2002         until          April 30, 2003

when this Certificate expires.



                  Witness our hands of the Board, dated at Little Rock, Arkansas





------------------             -------------------------------------------------
      GREAT
     SEAL OF                                                            CHAIRMAN
    THE STATE
       OF
     ARKANSAS
------------------             -------------------------------------------------

                                                                       SECRETARY

                                                                  March 22, 2002