FRIEDMAN
ALPREN &
GREEN LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

1700 BROADWAY
NEW YORK, NY 10019
212-582-1600
FAX 212-265-4781

                                  July 8, 1999

Mr. Timothy Karnes
Internet Cable Corporation
263 King Street, 2nd Floor
Charleston, SC 29401

Dear Mr. Karnes:

         This will confirm our understanding of the services we are to provide
for Internet Cable Corporation for the year ended June 30, 1999.

         We will audit the balance sheet of Internet Cable Corporation as of
June 30, 1999, and the related statements if income, changes in stockholders'
equity and cash flows for the year then ended for the purpose of expressing an
opinion on them.

         Our audit will be conducted in accordance with generally accepted
auditing standards and will include tests of your accounting records and other
procedures we consider necessary to enable us to express an unqualified opinion
that your financial statements are fairly presented, in all material respects,
in conformity with generally accepted accounting principles. If our opinion is
other than unqualified, we will discuss the reasons with you in advance. If, for
any reason, we are unable to complete the audit, we will not issue a report as a
result of this engagement.

         Our procedures will include tests of documentary evidence supporting
the transactions recorded in the accounts (tests of the physical existence of
inventories) and direct confirmation of receivable and certain other assets and
liabilities by correspondence with selected customers, creditors, and banks. We
will request written representations from your attorneys as part of the
engagement. At the conclusion of our audit, we will also require certain written
representatives from you about the financial statements and related matters.

         An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements; therefore, our audit will
involve judgment about the number of transactions to be examined and the areas
to be tested. Also, we will plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. Because of the concept of reasonable assurance and because we will
not perform a detailed examination of all transactions, there is a risk that
material errors, fraud, or illegal acts may exist and not be detected by us.
However, we will inform you of any material errors that come to our attention
and any fraud that comes to our attention. We will also inform you of any other
illegal acts that come to our attention, unless clearly inconsequential. Our
responsibility as auditors is limited to the period covered by our audit and
does not extend to any later periods for which we are not engaged as auditors.



<PAGE>



         We understand that you will provide us with the basic information
required for our audit and that you are responsible for the accuracy and
completeness of that information. We will advise you about appropriate
accounting principles and their application and will assist in the preparation
of your financial statements, but the responsibility for the financial
statements remains with you. This responsibility includes the establishment and
maintenance of adequate records and related internal controls, the selection and
application of accounting principles, and the safeguarding of assets. Management
is also responsible for identifying and ensuring that the entity complies with
applicable laws and regulations.

         Our audit is not specifically designed and cannot be relied onto
disclose reportable conditions, that is, significant deficiencies in the design
or operation of internal control. However, during the audit, if we become aware
of such reportable conditions or ways that we believe management practices can
be improved, we will communicates them to you.

         As part of our engagement, we will also prepare the Federal, state and
local income tax returns for your company for the year ended June 30, 1999.

         Our fees for these services will be based on the actual time spent at
our standard hourly rates, plus travel and other out-of-pocket costs. Our
standard hourly rates vary according to the degree of responsibility involved
and the experience level of the personnel assigned to your audit. Based on our
preliminary estimates, the fee should approximate $20,000 for the audit, tax
returns. This estimate is based on anticipated cooperation from your personnel
in preparing required schedules and analysis and the assumption that unexpected
circumstances will not be encountered during the audit. If significant
additional time is necessary, we will discuss it with you and arrive at a new
fee estimate before we incur the additional costs.

         We appreciate the opportunity to be of service to you and believe this
letter accurately summarizes the significant terms of our engagement. If you
have any questions, please let us know. If you agree with the terms of our
engagement as described in this letter, please sign the enclosed copy and return
it to us.

                                                     Very truly yours,

                                                     Friedman Alpren & Green LLP


                                                     By: /s/ JOSEPH A. CRIVELLI
                                                         ----------------------
                                                     Joseph A. Crivelli, Partner

RESPONSE

This letter correctly sets forth the understanding of Internet Cable
Corporation.

Officer signature: /s/ Timothy R. Karnes

Title: President, CEO

Date: July 10, 1999






<PAGE>



                                DURLAND & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS
                           A PROFESSIONAL ASSOCIATION
                          340 ROYAL PALM WAY, 3RD FLOOR
                              PALM BEACH, FL 33160

To:      The Board of Directors and Stockholders
         Internet Cable Corporation
         Charleston, South Carolina

We have audited the accompanying balance sheet of Internet Cable Corporation (a
development stage enterprise) as of June 30, 1998, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the year then
ended and for the period from February 15, 1995 (Inception) to June 30, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement of
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Internet Cable Corporation (a
development stage enterprise) as of June 30, 1998, and the results of its
operations and its cash flows for the year then ended and for the period from
February 15, 1995 (Inception) to June 30, 1998, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
has experienced development stage losses, and has a negative working capital and
net worth, which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also discussed
in Note 10. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                         /s/ Durland & Company, CPAs, P.A.
                                         --------------------------------
                                         Durland & Company, CPAs, P.A.


Palm Beach, Florida
January 18, 1999