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Nelson Utility Construction, Inc.                        Subcontract No:
135 Woodham Road                                         Cost Code:
Concord, AR 72523

Tax ID #  73-1590584
Contact Person: Matt Nelson Cell: 870-307-1055
Phone: 870-668-3511 Fax: 870-668-9118

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 4th day of November, 2002 by and
between Midwest Cable Communications of Arkansas, Inc., hereinafter called
Contractor; and Nelson Utility Construction, Inc., hereinafter called the
Subcontractor.

                                   WITNESSETH:

WHEREAS, Contractor has heretofore entered into an agreement dated November 4,
2002, (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 The Jonesboro Project, Located in Jonesboro, Arkansas in
strict accordance with the specifications, drawings and schedules prepared by,
Cox Communications 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
"A"), 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 "A" attached hereto, and all work
incidental thereto, namely:

FURNISHING AND/OR INSTALLATION OF: UNDERGROUND UTILITY CONSTRUCTION

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 available drawings, as
          well as the Specifications for its and other party's

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________

                                       1
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          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.

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       2
<PAGE>

Section 3:
-----------

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


                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       3
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          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 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

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       4
<PAGE>

          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: 0
-------------

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 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

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       5
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          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 {0 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, 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) calendar 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.

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.

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       6
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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 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) hours
          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 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 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's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       7
<PAGE>

          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.

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.

                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       8
<PAGE>

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.

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.


                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       9
<PAGE>

                                   "EXHIBIT A"



PRICING FOR JONESBORO, ARKANSAS

$ 5.00 PER FOOT UP TO 2 CABLES

ADDITIONAL $1.00 PER FOOT FOR MORE THAN 2 CABLES


                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       10


<PAGE>

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


                              Subcontractor:  Nelson Utility Construction, Inc.
                                              135 Woodham Road
                                              Concord, AR  72523

Attest or Witness:


          /s/ Martha Nelson                 By:      /s/ Matthew Nelson
-------------------------------------       ------------------------------------
                                                         (Signature)


   Martha Nelson Owner/Secretary                  Matthew Nelson President
-------------------------------------       ------------------------------------
       (Print Name and Title)                      (Print Name and Title)


             11-6-02                                     11-6-02
-------------------------------------       ------------------------------------
              (Date)                                      (Date)



Attest or Witness:               Midwest Cable Communications of Arkansas, Inc.
                                 2 North College Avenue
                                 Fayetteville, AR 72701


          /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)


             11-8-02                                      11-8-02
-------------------------------------       ------------------------------------
              (Date)                                       (Date)


                                   Contractor's Initials: ___________________

                                   Subcontractor's Initials: ___________________


                                       11
<PAGE>

                             COVENANT NOT TO COMPETE
                             -----------------------

      This covenant entered into on the 4TH day of NOVEMBER, 2002, between
           MIDWEST CABLE COMMUNICATIONS OF ARKANSAS, INC., a Delaware
            Corporation, hereinafter referred to as "CONTRACTOR" and
             NELSON UTILITY CONSTRUCTION, INC. hereinafter referred
                             to as "SUB-CON1RACTOR".

     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 1 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 6 day of November, 2002.

                                                 MIDWEST CABLE
                                                 COMMUNICATIONS OF AR, INC.

                                                 BY: /s/ Lisa A. Rodriguez

                                                 TITLE: Vice President

                                                 NELSON UTILITY
                                                 CONSTRUCTION, INC.

                                                 BY: /s/ Matthew A. Nelson

                                                 TITLE: President

<PAGE>

LICENSE NO.  0088250403


                                State of Arkansas

                           CONTRACTORS LICENSING BOARD


NELSON UTILITY CONSTRUCTION, INC.
135 WOODHAM RD
CONCORD, AR 72523

THIS IS TO CERTIFY THAT                NELSON UTILITY 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

             Tunnels, Boring, Shafts
             Underground Piping, Cable, Trenching


with the following suggested bid limit            $1,250,000
                                                  ----------
from        May 10, 2002         until          April 30, 2003
            ------------                        --------------

when this Certificate expires.



[GREAT SEAL OF THE STATE OF ARKANSAS]

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



                               -------------------------------------------------

                                                                        CHAIRMAN

                               -------------------------------------------------

                                                                       SECRETARY

                                                                    May 10, 2002
[GRAPHIC OMITTED]

GREAT SEAL OF THE STATE OF ARKANSAS