Exhibit 10.19

                                 Litchfield, IL
                      Cable Television Franchise Ordinance




          An Ordinance  Setting Forth  Regulations,  Terms and Conditions  Under
          Which Cable  Television  Systems Shall Operate in  Litchfield,  IL and
          Granting  to Enstar  Income  Program  II-1 a Franchise  to  Construct,
          Operate and Maintain a Cable Television System Within the City.

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                                TABLE OF CONTENTS
                                -----------------


TITLE AND PURPOSES OF ORDINANCE...............................................1
DEFINITIONS...................................................................1
FRANCHISE TO OPERATE REQUIRED.................................................3
GRANT OF FRANCHISE............................................................3
FRANCHISE FEES................................................................3
SUBSCRIBER RATES..............................................................4
CUSTOMER SERVICE AND CONSUMER PROTECTION......................................5
INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS................................6
TECHNICAL STANDARDS...........................................................7
EXTENSION OF CABLE SERVICE....................................................7
FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS..................................9
SYSTEM IMPROVEMENTS...........................................................9
INSURANCE....................................................................10
INDEMNIFICATION..............................................................10
FRANCHISE VIOLATIONS: PROCEDURES, NOTICE, AND CURE...........................11
FRANCHISE TERMINATION AND CONTINUITY OF SERVICE..............................12
FORCE MAJEUR.................................................................12
GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS................13
TRANSFER OR ASSIGNMENT OF FRANCHISE..........................................14
COMPLIANCE WITH STATE AND FEDERAL LAW........................................15
NOTICE TO THE GRANTEE........................................................15
STREET OCCUPANCY.............................................................15
ACCESS TO PUBLIC AND PRIVATE PROPERTY........................................16
NONDISCRIMINATION IN EMPLOYMENT..............................................16
GRANTEE MAY ISSUE RULES......................................................17
SEVERABILITY OF ORDINANCE PROVISIONS.........................................17
EFFECTIVE DATE...............................................................17

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  An Ordinance Setting Forth the Regulations, Terms and Conditions Under Which
    Cable Television Systems Shall Operate in Litchfield, IL and Granting A
     Franchise to Enstar Income Program II-1, Its Successors and Assigns to
     Construct, Operate and Maintain a Cable Television System in the City

BE IT ORDAINED by the City Council of Litchfield, IL as follows:


1        TITLE AND PURPOSES OF ORDINANCE

This  Ordinance  shall be known as the  Litchfield  Cable  Television  Franchise
Ordinance.  The purposes of this  Ordinance  are: a) to establish  the terms and
conditions under which a cable television system must operate within Litchfield,
IL (which may hereafter be referred to as "City",  "Franchising  Authority",  or
"Grantor");  b) to provide for the  payment of a  franchise  fee to the City for
costs associated with administering and regulating the system; and c) to grant a
cable television  franchise to Enstar Income Program II-1 (hereafter referred to
as "Enstar" or "Grantee").


2        DEFINITIONS

For the purposes of this Ordinance the following terms, phrases, words and their
derivations  shall have the meaning defined  herein,  unless the context clearly
indicates  that  another  meaning is intended.  Words used in the present  tense
include the future,  words in the plural number include the singular number, and
words in the singular number include the plural number.

          2.1  "CABLE ACT" means The Cable Communications  Policy Act of 1984 as
               modified  by  The  Cable  Television   Consumer   Protection  and
               Competition Act of 1992, and the Telecommunications Act of 1996.

          2.2  "CABLE  TELEVISION  SYSTEM"  means  any  non-broadcast   facility
          consisting  of a set  of  transmission  paths  and  associated  signal
          reception,  transmission  and control  equipment,  that is designed to
          distribute to subscribers or other users audio,  video and other forms
          of communications services via electronic or electrical signals.

          2.3  "CHANNEL"  is  a  band  of  frequencies  in  the  electromagnetic
          spectrum, capable of carrying one audio-visual television signal.

          2.4 "CITY"  means  Litchfield,  IL in its present form or in any later
          reorganized,  consolidated,  enlarged or reincorporated form, which is
          legally  authorized to grant a cable television  franchise under state
          and federal  law.  The City may also be  referred  to as  "Franchising
          Authority" or "Grantor".

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 1
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          2.5  "ENSTAR"  means Enstar  Income  Program  II-1,  which may also be
          referred to as "Grantee".

          2.6 "FCC" means the Federal Communications Commission.

          2.7 "FRANCHISE" means the rights granted pursuant to this Ordinance to
          construct,  own and operate a cable television system along the public
          ways in the City, or within specified areas in the City.

          2.8  "FRANCHISE  AREA"  means  that  portion  of the City for  which a
          franchise is granted  under the  authority of this  Ordinance.  If not
          otherwise  stated in an exhibit to this Ordinance,  the Franchise Area
          shall be the legal and  geographic  limits of the City,  including all
          territory which may be hereafter annexed to the City.

          2.9  "FRANCHISING  AUTHORITY" means  Litchfield,  IL, its City Council
          acting as the City's duly elected governing body, its lawful successor
          or such other  person or body duly  authorized  by the City to grant a
          cable television franchise.

          2.10  "GRANTEE"  means a person  or  business  entity,  or its  lawful
          successor or Assignee,  which has been granted a franchise by the City
          pursuant to this Ordinance.

          2.11 "GROSS  SUBSCRIBER  RECEIPTS" as the term is used in  calculating
          franchise  fees means revenues  actually  received by the Grantee from
          television and other services  (other  services  include,  but are not
          limited  to,  monthly  fees  charged  Subscribers  for Basic  Service;
          monthly fees charged  Subscribers  for any tier of Cable Service other
          than Basic  Service;  Installation,  disconnection  and  re-connection
          fees; leased Channel fees;  Converter rentals;  advertising  revenues;
          revenues from home shopping Channels) arising from and attributable to
          the  operation of a cable system in  Litchfield  after  deducting  the
          following:  a) any fees or assessments  levied on subscribers or users
          of the system  which are  collected  by the  Grantee  for payment to a
          governmental  entity;  b)  franchise  fees paid by the  Grantee to the
          City; c) state or local sales or property taxes imposed on the Grantee
          and paid to a governmental  entity; and d) federal copyright fees paid
          by the Grantee to the Copyright Tribunal in Washington, DC.

          2.12  "NORMAL  BUSINESS  HOURS"  means those hours  during  which most
          similar businesses in the community are open to serve customers.

          2.13 "NORMAL  OPERATING  CONDITIONS"  means those  service  conditions
          which are within the control of the Grantee.  Those  conditions  which
          are not within the control of the Grantee include, but are not limited
          to, natural disasters,  civil disturbances,  power outages,  telephone
          network  outages,  and severe or  unusual  weather  conditions.  Those
          conditions  which are  ordinarily  within the  control of the  Grantee
          include,  but are not limited  to,  special  promotions,  pay-per-view
          events rate increases,  regular peak or seasonal  demand periods,  and
          maintenance or upgrade of the cable system.

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 2

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          2.14 "PUBLIC WAY" OR "RIGHT-OF-WAY"  means the surface,  the air space
          above the surface and the area below the surface of any public street,
          highway,  lane,  path,  alley,  sidewalk,  boulevard,  drive,  bridge,
          tunnel,  park,  parkways,  waterways,  or  other  public  right-of-way
          including public utility  easements or rights-of-way and any temporary
          or permanent fixtures or improvements located thereon now or hereafter
          held by the City which  shall  entitle the City and the Grantee to the
          use  thereof  for  the  purpose  of  installing  and  maintaining  the
          Grantee's cable television system.

          2.15 "SCHOOL" means any public elementary or secondary school.

          2.16 "SERVICE  INTERRUPTION" means the loss of picture or sound on one
          or more cable channels.

          2.17  "SUBSCRIBER"   means  any  person  who  receives  monthly  cable
          television service provided by the Grantee's cable television system.


3        FRANCHISE TO OPERATE REQUIRED

It shall be unlawful to operate a cable television system within the City unless
a valid franchise has first been obtained from the City pursuant to the terms of
this Ordinance.  A franchise  granted pursuant to this Ordinance shall authorize
the Grantee to provide cable  television  services within the City and to charge
subscribers for such services. It shall also authorize and permit the Grantee to
traverse any portion of the City in order to provide  service  outside the City.
Unless otherwise specified,  the Franchise Area shall be the legal boundaries of
the City.


4        GRANT OF FRANCHISE

A non-exclusive franchise is hereby granted to Enstar Income Program II-1 (which
may be referred to herein as "Enstar" or  "Grantee")  to operate and  maintain a
cable television system in the City for a period of ten (10) years commencing on
the date of adoption of this  ordinance.  Enstar  shall have the option to renew
this franchise for an additional term of five (5) years,  provided that it is in
substantial  compliance with the material terms of this ordinance at the time of
its expiration.


5        FRANCHISE FEES

          5.1 The  Grantee  shall  pay a  franchise  fee  which is  intended  to
          compensate  the  City  for all  costs  which  may be  associated  with
          administering or regulating  Grantee's cable system. The amount of the
          franchise fee shall be five (5%) percent of the Grantee's annual Gross
          Subscriber  Receipts,  as defined herein.  Such fee shall be paid on a
          quarterly  basis.  Grantee shall be entitled to list the franchise fee
          as a separate line item on monthly bills.

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 3

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          5.2 Due to federal and local regulations requiring that Grantee notify
          cable  subscribers  at least  thirty (30) days prior to the  effective
          date of any  increases in monthly  charges on  subscriber  bills,  any
          increased  franchise  fee  amounts  which may be due to the City shall
          begin  accruing  sixty (60) days  following the effective date of this
          Ordinance.  If the City  requires more than thirty (30) days notice to
          subscribers  of increased  rates,  then any  increased  franchise  fee
          amounts which may be due to the City shall begin  accruing  sixty (60)
          days after the City's required notice period.


          5.3 Within 120 days from the end of the fiscal  quarter  Grantee shall
          file a report  showing  Grantee's  Gross  Subscriber  Receipts for the
          calendar  year and the amount of franchise  fees due to the City.  The
          Grantee shall have an obligation to maintain  financial records of its
          Gross Subscriber  Receipts and Grantee fee payments for audit purposes
          for a period  of three  years,  and the City  shall  have the right to
          audit  the  Grantee's  books  at the  offices  where  such  books  are
          maintained.


6         SUBSCRIBER RATES

          6.1 All charges to subscribers  shall be consistent with a schedule of
          fees for services offered and established by the Grantee.  Rates shall
          be  nondiscriminatory in nature and uniform to persons of like classes
          under similar circumstances and conditions.

          6.2 The Grantee  will  provide the City with thirty (30) days  advance
          written notice of any change in rates and charges whenever possible.

          6.3 Grantee may offer different or discounted  rates at its discretion
          for  promotional  purposes  and  may  establish  different  rates  for
          different classes of subscribers where  appropriate,  such as offering
          discounted rates to low income  individuals or groups or bulk rates to
          multiple unit dwellings.

          6.4 Grantee shall inform each new  subscriber of all  applicable  fees
          and charges for providing cable television service.

          6.5 Grantee  may, at its own  discretion  and in a  non-discriminatory
          manner, waive, reduce or suspend connection fees, monthly service fees
          or  other  charges  on a one time or  monthly  basis  for  promotional
          purposes.

          6.6  Grantee  may  refuse to provide  service to any person  because a
          prior account with that person remains due and owing.

          6.7 A Grantee may offer  service  which  requires  advance  payment of
          periodic service charges.

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 4

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          6.8 The Grantee shall provide  refunds to subscribers in the following
          cases:

               6.8(a) If the Grantee fails within a reasonable  time to commence
               service requested by a subscriber, it will refund all deposits or
               advance  charges that the subscriber has paid in connection  with
               the request for such service at the request of the subscriber.

               6.8(b) If a subscriber terminates any service at any time and has
               a credit  balance for deposits or unused  services,  upon request
               from  the   subscriber  and  upon  return  of  all  of  Grantee's
               equipment, the Grantee will refund the appropriate credit balance
               to  the  subscriber.  The  subscriber  will  be  responsible  for
               furnishing  the  Grantee  a proper  address  to which to mail the
               refund.

               6.8(c) If any subscriber's cable service is out of order for more
               than 48  consecutive  hours  during  the month  due to  technical
               failure,  damage,  or  circumstances  within  the  control of the
               Grantee,  the Grantee will credit the account of that  subscriber
               on a pro rata basis upon the subscriber's  written  request.  The
               credit will be calculated  using the number of  twenty-four  (24)
               hour  periods that service is impaired and the number of channels
               on which service is impaired as a fraction of the total number of
               days in the month  that the  service  impairment  occurs  and the
               total number of channels provided by the system in the absence of
               an impairment.


7        CUSTOMER SERVICE AND CONSUMER PROTECTION

          7.1 Cable System Office Hours and Telephone Availability

          The Grantee will maintain a local, toll-free or collect call telephone
          access line which will be  available to its  subscribers  24 hours per
          day,  seven days per week.  Trained  company  representatives  will be
          available to respond to customer  telephone  inquiries  during  normal
          business hours.  After normal  business hours,  the access line may be
          answered by a service or an automated  response  system,  including an
          answering machine. Inquiries received after normal business hours must
          be  responded  to by a  trained  company  representative  on the  next
          business day.  Customer service center and bill payment locations will
          be open at least during normal business hours.

          7.2 Installation, Outages and Service Calls

               7.2(a) Standard  installations will be performed within seven (7)
               business  days  after  an  order  has  been  placed.   "Standard"
               installations  are those that are located up to 125 feet from the
               existing distribution system.

               7.2(b)  Excluding  conditions  beyond the control of the Grantee,
               the Grantee  will begin  working on  "outages"  to cable  service
               promptly,  and in no event  shall  the  response  time for  calls
               received  between  7:00 AM and  12:00  Midnight  exceed  four (4)
               hours,  except  that the  Grantee or its  employees  shall not be
               required to perform work past 12:00  Midnight,  it shall complete

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 5

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               work  necessary  to correct the outage,  the  following  day. The
               Grantee must begin actions to correct all other service  problems
               the next business day after  notification of the service problem.
               For the purposes of this Agreement, an outage shall be defined as
               the  cessation  of video  and/or  audio  reception on one or more
               channels  affecting  three (3) or more  subscribers  who  receive
               service from the same cable, feeder line, or node, or who receive
               cable   service   from  the  same  cable  system  tap  serving  a
               multi-family dwelling.

               7.2(c) The "appointment  window"  alternatives for installations,
               service calls, and other installation activities will be either a
               specific time or a four-hour  time block during  normal  business
               hours.   The  Grantee  may  schedule   service  calls  and  other
               installation  activities outside of normal business hours for the
               express convenience of the customer.

               7.2(d)  If  Grantee's  representative  is  running  late  for  an
               appointment  with a  customer  and  will  not be able to keep the
               appointment  as scheduled,  the customer  will be contacted.  The
               appointment will be rescheduled, as necessary, at a time which is
               convenient for the customer.

               7.2(e) If the  Grantee's  service  representative  appears for an
               appointment  scheduled  by a  customer  within  the  time  period
               promised  and no one is present  at the  customer's  dwelling  to
               permit  necessary  physical  access to the  dwelling  unit,  then
               Grantee may charge the  customer  for the service  call,  up to a
               maximum of $25.


8        INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS

          8.1 The  Grantee  shall  provide  written  information  on each of the
          following  areas  at the time of  installation  of  service,  at least
          annually to all  subscribers,  and at any time upon request:  products
          and services offered;  prices and options for programming services and
          conditions  of   subscription   to  programming  and  other  services;
          installation and services maintenance policies; instructions on how to
          use the cable service; channel positions of programming carried on the
          system;  and billing and complaint  procedures,  including the address
          and telephone number of the local franchise authority's cable office.

          8.2  Customers  will be notified of any changes in rates,  programming
          services  or  channel  positions  thirty  (30) days in advance of such
          changes  if the  change is  within  the  control  of the  Grantee.  In
          addition,  the Grantee  shall notify  subscribers  thirty (30) days in
          advance of any significant  changes in the other information  required
          by paragraph  (c)(3)(i)(A) of this section.  Notwithstanding any other
          provision of Part 76,  Grantee  shall not be required to provide prior
          notice of any rate  change  that is the  result of a  regulatory  fee,
          franchise  fee, or any other fee,  tax,  assessment,  or charge of any
          kind imposed by any Federal agency, State, or Franchising Authority on
          the transaction between the Grantee and the subscriber.

          8.3 Bills will be clear,  concise  and  understandable.  Bills will be
          itemized,  with  itemizations  including  basic  and  premium  service

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 6

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          charges and equipment  charges.  Bills will also clearly delineate all
          activity  during  the  billing  period,  including  optional  charges,
          rebates and credits.  In case of a billing  dispute,  the Grantee must
          respond to a written  complaint  from a subscriber  within thirty (30)
          days.

          8.4 Refund checks will be issued  promptly,  but no later than either:
          the customer's next billing cycle following  resolution of the request
          or sixty (60) days,  or the return of the  equipment  supplied  by the
          Grantee if service is terminated.

          8.5 Credits for services  will be issued no later than the  customer's
          next  billing  cycle  following  the  determination  that a credit  is
          warranted.


9        TECHNICAL STANDARDS

          9.1 Grantee shall be responsible for insuring that the cable system is
          designed, installed, and operated in a manner that fully complies with
          Federal   Communications   Commission   (FCC)  rules  regarding  cable
          television technical standards.  Grantee shall be prepared to show, on
          request  by an  authorized  representative  of the  Commission  or the
          Franchising Authority,  that the system does, in fact, comply with the
          rules.

          9.2 Grantee shall conduct complete  performance tests of the system at
          least  twice each  calendar  year (at  intervals  not to exceed  seven
          months),  and shall  maintain the  resulting  test data on file at the
          Grantee's local business office for at least five (5) years.  The test
          data shall be made  available for  inspection by the Commission or the
          local franchiser, upon request. The performance test shall be directed
          at  determining  the extent to which the system  complies with all the
          technical  standards  set forth in  ss.76.605(a)  of the  Commission's
          rules.


10       EXTENSION OF CABLE SERVICE

          10.1 A Grantee which is not already serving 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  coaxial  cable line,  within twelve (12)
          months after the grant of a franchise.

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

          10.3 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

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  January 3, 2000
  Page 7

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          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.

          10.4 In areas  with  fewer  than  thirty  (30)  residential  units per
          proposed cable bearing strand mile, Grantee shall offer a cost-sharing
          arrangement  with residents.  A dwelling unit will be counted for this
          purpose if its lot fronts a street. The cost-sharing arrangement shall
          consist of the following:

               10.4(a) At the request of a resident  desiring  service,  Grantee
               shall  determine  the cost of the  plant  extension  required  to
               provide  service to the  potential  subscriber  from the  closest
               point on the cable system where it is technically  feasible.  The
               cost of  construction  shall be allocated  based on the following
               formula:

                    10.4(a)(1)  If a request  for  extension  of service  into a
                    residential  area requires the  construction  of cable plant
                    which  does  not  pass  at  least   thirty  (30)   potential
                    subscribers per proposed cable bearing strand mile,  Grantee
                    and  residents  who agree to subscribe to cable service will
                    each bear their  proportionate  share of construction costs.
                    For  example,  if  there  are five (5)  dwelling  units  per
                    proposed  cable bearing  strand mile,  Grantee's  share will
                    equal 5/30ths or one sixth (1/6) of the  construction  cost.
                    The   remaining   cost  will  be  shared   equally  by  each
                    subscriber.

                    10.4(a)(2) Should additional residents actually subscribe to
                    cable  television  service in areas where  subscribers  have
                    already paid a proportionate  share under the extension cost
                    sharing  formula,  subscribers  who have  previously  paid a
                    proportionate  share under the  extension  formula  shall be
                    reimbursed pro rata for their contribution or a proportional
                    share  thereof.  In such case,  the pro rata shares shall be
                    recalculated  and each new subscriber  shall pay the new pro
                    rata  share,  and  all  subscribers  who  previously  paid a
                    proportionate  share shall receive pro rata refunds.  In the
                    event  such  subscribers  (or prior  subscribers)  have been
                    disconnected  or have moved and owe the Grantee  money which
                    has not been  recovered,  Grantee  shall  have the  right to
                    first apply the refund to amounts  owed the Grantee and give
                    the balance, if any to the subscriber. At such time as there
                    are thirty  (30)  potential  subscribers  per cable  bearing
                    strand mile,  the  subscribers  shall receive their pro rata
                    share of  construction  costs.  In any  event,  one (1) year
                    after the completion of a project, subscribers who have paid
                    a share of line extension  costs are no longer  eligible for
                    refunds,  and the amounts paid in construction costs will be
                    credited to the plant account of Grantee.

                    10.4(a)(3)  Where the density of  residential  dwelling  and
                    occupied  commercial  or  industrial   structures,   adverse
                    terrain, or other factors render extension of the system and
                    offering   of   cable   service   impractical,   technically
                    infeasible  or would create an economic  hardship,  the City


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  January 3, 2000
  Page 8

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                    may,  upon  petition  of  the  Grantee,   either  waive  the
                    extension  of the  system  into  such  areas,  or allow  the
                    extension   and  offer  of  service  on  special   terms  or
                    conditions  which are  reasonable  and fair to the City, the
                    Grantee and potential subscribers in such areas.


11       FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS

Grantee shall provide,  without charge,  one service outlet  activated for basic
subscriber service to each police station,  fire station,  public school, public
library and the City office.  If it is necessary  to extend  Grantee's  trunk or
feeder lines more than two hundred  (200) feet solely to provide  service to any
such school or public  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 two hundred (200) 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 cable service, when requested
to do so, in order to provide:  a) more than one outlet, b) inside wiring, or c)
a service outlet requiring more than two hundred (200) feet of drop cable to any
public building.

12       SYSTEM IMPROVEMENTS

          12.1 System Upgrade Grantee agrees to upgrade the existing  Litchfield
          cable TV system on or before January 1, 2001. The upgraded system will
          be constructed so as to provide the capability of passing a minimum of
          83 channels on an analog  and/or  digital  basis through its trunk and
          feeder lines.

          12.2 PEG Access

               12.2(a)  Within  ninety (90) days of  completion  of the upgrade,
               Enstar Cable agrees to provide and maintain one Access channel on
               its cable system for exclusive  Governmental  and/or  Educational
               use.

               12.2(b)  Within  ninety (90) days of  completion  of the upgrade,
               Enstar Cable agrees to provide an  audio/visual  return path from
               the studio  located at 1700 North State  Street  which will allow
               the City to  cablecast  live or taped  programming  on the Access
               channel to all subscribers via the subscriber network.

               12.2(c)  Enstar  agrees to  provide  to the City two  annual  PEG
               access  support  payments  of $6,000  each,  for a total  support
               payment of $12,000 over the life of this  Agreement.  The support
               payments   shall  be  due  upon  the   first  and   second   year
               anniversaries of this Agreement.  Grantee shall have the right to
               collect the two $6,000 payments from its subscribers on a monthly
               pro rata,  per  subscriber  basis,  and to identify the amount it
               collects  on behalf of the City as a line  item  pass-through  on
               subscriber's  billing  statements.  No additional payment will be
               due during the term of this Agreement.

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  January 3, 2000
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<PAGE>

               12.2(d) Grantee may pass through to subscribers, in their monthly
               billing  statements,  the direct and indirect costs of satisfying
               the  above  franchise  requirements  that  are  required  by  the
               franchising  authority  to  support  public,   educational,   and
               governmental  access  channels  as allowed by federal  law.  Such
               costs may include the per channel  cost of  providing  PEG access
               channels, PEG access programming, and a reasonable allocation for
               general and administrative overhead.


          12.3 PROGRAMMING

          Upon  completion  of  the  rebuild  Enstar  Cable  agrees  to  provide
          additional  programming options.  Enstar Cable agrees to meet with the
          City on a periodic  basis for the purpose of receiving  input into the
          determination of specific programming choices.  Programming  decisions
          may  be  based  on  the   following   determining   factors:   program
          availability,   signal   strength,   community   needs,  and  economic
          viability.  Grantee  specifically agrees to consider the following new
          programming  additions upon  completion of the rebuild:  University of
          Illinois  sporting  events  and  Pay-Per-View  movie &  special  event
          options.

13       INSURANCE

Within  ninety (90) days  following  the grant of a franchise  the Grantee shall
obtain the following insurance policies:

          13.1 A general comprehensive liability policy indemnifying,  defending
          and saving  harmless  the City,  its  officers,  boards,  commissions,
          agents or employees  from any and all claims by any person  whatsoever
          on account of injury to or death of a person or persons  occasioned by
          the operations of the Grantee under the franchise  herein granted,  or
          alleged to have been so caused or occurred,  with a minimum  liability
          of One Million Dollars  ($1,000,000) per personal injury, death of any
          one person or damage to property and Two Million Dollars  ($2,000,000)
          for  personal  injury,  death  of any two or more  persons  in any one
          occurrence or damage to property.

          13.2 All  insurance  policies  called  for  herein  shall be in a form
          satisfactory  to the City and shall  require  thirty (30) days written
          notice  of any  cancellation  to both the City  and the  Grantee.  The
          Grantee shall, in the event of any such cancellation  notice,  obtain,
          pay all premiums for, and file with the City , written evidence of the
          issuance of  replacement  policies  within thirty (30) days  following
          receipt by the City or the Grantee of any notice of  cancellation.  In
          recognition  of  the  foregoing  each  party  agrees  to  cause  their
          respective insurance carriers to waive any rights of subrogation.


14       INDEMNIFICATION

The  Grantee,  by  its  acceptance  of a  franchise  granted  pursuant  to  this
Ordinance,  shall  indemnify and hold harmless the City, its officials,  boards,
commissions and employees against any and all claims,  suits,  causes of action,
proceedings, and judgments for damage arising out of the award of a franchise to

  Litchfield, IL Cable TV Franchise Ordinance
  January 3, 2000
  Page 10

<PAGE>

the  Grantee  and  its  operation  of the  cable  television  system  under  the
franchise,  such indemnification  shall include any related attorney fees. These
damages shall include, but not be limited to, penalties arising out of copyright
infringements  and  damages  arising  out of any  failure  by  Grantee to secure
consents from the owners, authorized distributors or licensees of programs to be
delivered by the Grantee's  cable  television  system  whether or not any act or
omission complained of is authorized, allowed, or prohibited by the franchise.


15       Franchise Violations: Procedures, Notice, and Cure

Before  exercising any right of redress  available to it under the terms of this
Ordinance,  including  determination of any penalty  assessable under applicable
law, the City shall follow the procedures set forth in this Section.

          15.1 The City shall notify Grantee in writing,  by Certified  Mail, of
          any alleged violation, ("Violation Notice") which notice shall include
          a detailed description of any alleged violation and a request for cure
          of such violation.

          15.2 Except in the case of a safety hazard  posing an imminent  danger
          to public health and safety,  Grantee shall have thirty (30) days from
          the date of receipt of such notice to respond in writing,  indicating:
          (1) that Grantee has cured the alleged violation, providing reasonable
          documentation demonstrating that the alleged violation has been cured;
          (2) that Grantee has  commenced or will  commence  actions to cure the
          alleged violation, but that the alleged violation cannot reasonably be
          cured  immediately,  describing  the  steps to be to cure the  alleged
          violation;  or (3) that Grantee  disagrees with the allegation  that a
          violation has occurred and contests the Violation Notice,  stating the
          reasons therefor.  Pending the completion of an administrative hearing
          which may be held, the City shall not impose penalties upon Grantee.

          15.3 Upon receipt of Grantee's  response to the Violation Notice,  the
          City may either accept Grantee's  explanation and/or proposed cure, or
          if it  believes  that  the  violation  will  not  be  cured  within  a
          reasonable  period of time,  the City may  schedule an  administrative
          hearing,  affording Grantee due process, and an opportunity to present
          evidence.  Grantee  shall be given at least  thirty (30) days  written
          notice of such a hearing.

          15.4 Within thirty (30) days of an  administrative  hearing,  the City
          shall  issue a written  report  stating its  findings  and the reasons
          therefor.  The City may determine  (a) that the alleged  violation has
          been  corrected,  or is in the process of being  corrected by Grantee,
          and that no further  action is required;  (b) that an extension of the
          time or other appropriate  relief should be granted until the cure can
          be completed;  (c) that the problem is beyond Grantee's direct control
          and that Grantee is not at fault; or (d) that Grantee has violated one
          or more provisions of its franchise and that appropriate action should
          be taken by the City.

          15.5 In case of an alleged violation(s) of applicable system technical
          standards,  construction  standards,  or safety codes,  if the alleged
          violation  does not pose a substantial  and immediate  safety  hazard,

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  Page 11

<PAGE>

          Grantee shall be allowed a reasonable and sufficient  time to complete
          any required  corrections or repairs to the system. So long as Grantee
          demonstrates  that  it is  working  diligently  and in good  faith  to
          correct any alleged  technical  violations,  the City shall not assess
          penalties  against the Grantee.  A "substantial  and immediate  safety
          hazard"  shall be  defined  as one posing an  imminent  likelihood  of
          causing significant bodily injury if not repaired immediately. Grantee
          shall not be penalized for other minor  violations of the Franchise or
          applicable codes, so long as Grantee makes its best efforts to correct
          any problem or  violation  within a  reasonable  period of time of the
          discovery of alleged violation.

          15.6 Nothing in this section shall be construed to restrict  Grantee's
          right  to  appeal  the  City's   actions  to  a  court  of   competent
          jurisdiction.


16       FRANCHISE TERMINATION AND CONTINUITY OF SERVICE

          16.1 In the event of a formal  denial of  renewal or  revocation  of a
          franchise,  which  denial or  revocation  is upheld by final  judicial
          adjudication  of any appeal(s)  which may be filed,  the Grantee shall
          have a period  of one (1) year  from such  final  adjudication  within
          which to transfer or convey the assets of the cable  system to another
          owner.  Approval of such proposed  transfer or assignment shall not be
          unreasonably withheld by the City.

          16.2 In the event the  franchise  term expires  prior to formal action
          being taken by the City either to renew the franchise or deny renewal,
          the term of this franchise shall  automatically be extended until such
          time as formal  action to renew or deny  renewal is taken by the City.
          The renewal procedures and criteria contained in Section 626(c) of the
          Cable Communications Policy Act of 1984, as amended, shall be followed
          by the City and the Grantee.


17       FORCE MAJEUR

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.

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  January 3, 2000
  Page 12

<PAGE>


18       GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS

          18.1 Application Procedures

               18.1(a) An application for a new cable television franchise shall
               be submitted to the City in a form  specified by or acceptable to
               the  City,  and  in  accordance  with  procedures  and  schedules
               established  by the City.  The City may  request  such  facts and
               information as it deems appropriate.

               18.1(b) Upon request,  any applicant  shall furnish to the City a
               map of suitable  scale,  showing all roads and public  buildings,
               which  indicates the areas to be served and the proposed dates of
               commencement of service for each area. The proposed  service area
               shall be  subject  to  approval  by the City.  If  approved,  the
               service area shall be  incorporated  into any  franchise  granted
               pursuant to this  Ordinance.  If no service area is  specifically
               delineated  in  a  franchise,   it  shall  be  considered  to  be
               coterminous with the boundaries of the City.

               18.1(c) After receiving an application for a franchise,  the City
               shall  examine  the legal,  financial,  technical  and  character
               qualifications  of the applicant.  The City may grant one or more
               non-exclusive  franchises  creating  a  right  to  construct  and
               operate a cable  television  system within the public ways of the
               City, subject to the provisions of this Section.

               18.1(d) In the event an application is filed proposing to serve a
               franchise area which  overlaps,  in whole or in part, an existing
               Grantee's  franchise  area, a copy of such  application  shall be
               served upon any  existing  Grantee by the City by  registered  or
               certified  mail.  Such  notice  shall be  considered  a condition
               precedent to  consideration of the application for a franchise by
               the City.

          18.2 Competing Service Providers

               18.2(a) Any franchise granted by the City shall be non-exclusive.
               However,  nothing in this ordinance shall be construed to require
               it to grant more than one franchise if the City determines,  that
               granting additional franchises would be detrimental to the public
               interest.

               18.2(b)  In the  event a  competing  service  provider  commences
               operation of a  communications  facility  which  offers  services
               similar to those  offered by Grantee,  the City shall not require
               Grantee to operate under terms or conditions  otherwise  required
               by  this  Ordinance  which  are  either  less  favorable  or more
               burdensome than those under which the competing  service provider
               must operate. Any franchise which may be granted by the City to a
               competing  service  provider  shall  require  the new  Grantee to

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  Page 13

<PAGE>

               provide cable service to the entire franchise area then served by
               the existing Grantee. An existing Grantee may, at its discretion,
               comply with the most favorable  terms contained in any subsequent
               franchise granted by the City.

          18.3 Permits for Non-Franchised Entities

          The City may issue a  license,  easement  or other  permit to a person
          other than the Grantee to permit  that person to traverse  any portion
          of the  Grantee's  franchise  area within the City in order to provide
          service  outside,  but not within the City.  Such license or easement,
          absent a grant of a franchise in accordance with this Ordinance, shall
          not  authorize  nor permit  said  person to provide  cable  television
          service of any type to any home or place of  business  within the City
          nor render any other service within the City.


19       Transfer or Assignment of Franchise

          19.1 A Grantee may transfer or assign its franchise to another  entity
          (the  "Assignee")  upon  thirty  (30)  days  notice  to the City . The
          Grantee  shall  provide  to the  City a  reasonable  showing  that the
          proposed Assignee or Transferee  possesses the technical and financial
          qualifications  to operate the cable TV system properly.  The proposed
          Transferee or Assignee shall provide the City with a written statement
          that it agrees to comply with all material  terms of the  franchise to
          be  transferred.  The City  shall not  unreasonably  delay or deny the
          assignment  or  transfer of a  franchise.  The  reasonableness  of the
          City's  actions  shall be  subject  to  judicial  review by a court of
          appropriate jurisdiction. The proposed transfer or assignment shall be
          deemed  approved if no action is taken by the City  within  sixty (60)
          days of the written request for transfer by the Grantee.

          19.2 The Grantee may secure  financing  or an  indebtedness  by trust,
          mortgage,  or other instrument of  hypothecation of the franchise,  in
          whole or in part,  without requiring the consent of the City.  Consent
          shall not be required to assign a franchise  from one business  entity
          to  another  which  is  operated  or  managed  by the  Grantee  or any
          affiliated entity. In addition,  so long as the manager and/or general
          partner of the Grantee remains the same, consent shall not be required
          to transfer the interests of any limited  partner of the Grantee,  who
          has no day to day operational control of the Grantee or the system.

          19.3 A Grantee may transfer or assign its  franchise to an  affiliated
          entity upon  thirty (30) days notice to the City.  Consent of the City
          shall not be required for such an  assignment,  provided  that; a) the
          City is provided with a reasonable  showing that the proposed Assignee
          possesses the technical  and financial  qualifications  to operate the
          cable TV system  and, b) that the  Assignee  agrees to comply with the
          terms of this Ordinance.

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  January 3, 2000
  Page 14

<PAGE>


20       COMPLIANCE WITH STATE AND FEDERAL LAW

The Grantee and the City shall at all times comply with all applicable State and
Federal  laws  and  the  applicable  rules  and  regulations  of  administrative
agencies. If the Federal Communications Commission (FCC) or any other federal or
state  governmental body or agency enacts any law or regulation or exercises any
paramount  jurisdiction  over  the  subject  matter  of  this  Ordinance  or any
franchise  granted  hereunder,  the  jurisdiction of the City shall cease and no
longer  exist to the  extent  such  superseding  jurisdiction  shall  preempt or
preclude the exercise of like jurisdiction by the City. The City and the Grantee
reserve all rights  they each may possess  under law,  unless  expressly  waived
herein.


21       NOTICE TO GRANTEE

Except as otherwise provided in this Ordinance,  the City shall not meet to take
any action  involving the Grantee's  franchise  unless the City has notified the
Grantee by certified mail at least thirty (30) days prior to such meeting, as to
its time, place and purpose. The notice provided for in this section shall be in
addition to, and not in lieu of, any other notice to the Grantee provided for in
this Ordinance. All notices, requests, demands and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if mailed by certified  mail return  receipt  requested,  addressed to the
Grantee's corporate office as follows:

Enstar Income Program II-1
C/o Charter Communications
12444 Powerscourt Dr. Suite 100
St. Louis, Missouri 63131
        Attn:  Celeste Vossmeyer


22       STREET OCCUPANCY

          22.1  Grantee  shall  utilize  existing  poles,   conduits  and  other
          facilities  whenever  possible,  but may  construct  or  install  new,
          different,  or additional poles, conduits, or other facilities whether
          on the  public way or on  privately-owned  property  with the  written
          approval of the appropriate  government  authority,  and, if necessary
          the property owner.  Such approval shall not be unreasonably  withheld
          by the governmental agency.

          22.2 All  transmission  lines,  equipment and  structures  shall be so
          installed and located as to cause minimum interference with the rights
          and  appearance  and  reasonable  convenience  of property  owners who
          adjoin on any public way and at all times shall be kept and maintained
          in a safe condition and in good order and repair. The Grantee shall at
          all times  employ  reasonable  care and shall  use  commonly  accepted
          methods and devices for  preventing  failures and accidents  which are
          likely to cause damage, injuries or nuisances to the public.

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  Page 15

<PAGE>


          22.3 Grantee shall have the authority to trim trees on public property
          at its own  expense  as may be  necessary  to  protect  its  wires and
          facilities,  subject to the direction of the City or other appropriate
          governmental authority.

          22.4 The Franchisee shall, upon reasonable notice, protect or relocate
          its cable  communications  system,  or part thereof,  from any street,
          easement or right of way, as reasonably  directed by the Municipality.
          However,   Grantee   shall  only  be  required  to  place  its  wiring
          underground  if all other  existing  utilities are also required to be
          placed  underground.  Unless an emergency  situation  exists,  for the
          purpose of this section and in order to allow the Franchisee to budget
          for any  required  relocation,  in the event a public  works or public
          improvement  project is pre-planned in the  Municipality's  prior year
          budget  process,  "reasonable  notice"  will be  construed  as written
          notification  of no later than October 31 of the prior year, or within
          45 days of the conclusion of Municipality's budget process,  whichever
          allows the Municipality more time. The Grantee shall in all cases have
          the  right  of  abandonment  of its  property.  If  public  funds  are
          available to any company using such street,  easement, or right of way
          for the purpose of  defraying  the cost of the  foregoing,  such funds
          shall also be made available to the Grantee.

23       ACCESS TO PUBLIC AND PRIVATE PROPERTY

          23.1  Grantee  shall  have the right to enter  and have  access to the
          property  and  premises  of the  City or that  of any  subscriber  for
          purposes of  installing  cable TV service or  recovering  and removing
          Grantee's  property  and  equipment  when a  subscriber's  service  is
          terminated  and a subscriber  refuses to return such  equipment to the
          Grantee.

          23.2 The City  shall not  permit  any  person  who owns or  controls a
          residential  multiple  unit  dwelling,   trailer  park,   condominium,
          apartment complex, subdivision or other property to interfere with the
          right of any tenant,  resident or lawful  occupant  thereof to receive
          cable  installation,  service or maintenance  from Grantee,  except as
          federal or state law shall otherwise require.

          23.3 Upon  request by Grantee,  the City shall  promptly  exercise any
          rights it may have to permit or enable  Grantee  to obtain or  utilize
          easements  with respect to any  residential  multiple  unit  dwelling,
          trailer park,  condominium,  apartment  complex,  subdivision or other
          property as required to facilitate  Grantee's use thereof for purposes
          of  providing  system  service  to the  tenants,  residents  or lawful
          occupants  thereof.  In any such  proceeding,  the  restitution to the
          Owner for the amount of space utilized by the system,  considering the
          enhanced  value to the premises  resulting  from the  installation  of
          cable television  facilities,  shall be a one-time charge of $1.00 per
          dwelling unit.


24       NONDISCRIMINATION IN EMPLOYMENT

The Grantee  shall  neither  refuse to hire nor discharge  from  employment  nor
discriminate  against  any  person  in  compensation,   terms,  conditions,   or

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  January 3, 2000
  Page 16

<PAGE>


privileges of employment  because of age, sex, race,  color,  creed, or national
origin.  The Grantee shall insure that  employees are treated  without regard to
their age, sex, race, color, creed or national origin.


25       GRANTEE MAY ISSUE RULES

The Grantee shall have the authority to issue such rules, regulations, terms and
conditions  of its  business as shall be  reasonably  necessary  to enable it to
exercise its rights and perform its services  under this Ordinance and the Rules
of the  FCC,  and  to  assure  uninterrupted  service  to  each  and  all of its
subscribers. Such rules and regulations shall not be deemed to have the force of
law.


26       SEVERABILITY OF ORDINANCE PROVISIONS

If any section of this Ordinance or the franchise,  or any portion  thereof,  is
held  invalid or  unconstitutional  by any court of  competent  jurisdiction  or
administrative  agency,  such  decision  shall not  affect the  validity  of the
remaining portions of the Ordinance or franchise.


27       EFFECTIVE DATE

This ordinance shall become effective upon the date of its adoption by the City.
Any failure by the City to follow proper  procedures under state or local law in
adopting this Ordinance or granting a franchise shall not abrogate the rights or
obligations  of  either  the  Grantee  or the City  under  this  Ordinance.  If,
following  adoption of this Ordinance it is subsequently  determined that proper
legal  procedures  have  not  been  followed  by  the  City,  it  shall  be  the
responsibility  of the City to rectify  any  procedural  defects  and ratify the
terms of this Ordinance.

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  January 3, 2000
  Page 17

<PAGE>

PASSED AND APPROVED by the City Council of Litchfield this 10th day of February,
2000.


BY:  /s/ William Cornman
     --------------------
Title:  Mayor

ATTEST:  /s/ Marilyn Hartke
         -------------------
Title:  City Clerk


ACCEPTED BY Enstar Income Program II-1.

BY:  /s/ Gene O Knogland
     -------------------
Title:  Senior V.P. Operations Central Region

ATTEST:  /s/ Deanna Porter
         -----------------
Title:  Executive Assistant

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  Page 18