Exhibit 10.16




                                  Campbell, MO
                      Cable Television Franchise Ordinance


                                      #552

          An Ordinance Setting Forth Regulations, Terms and Conditions
              Under Which Cable Television Systems Shall Operate in
            Campbell, MO and Granting to Enstar Income Program II-2 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............................................................6

EXTENSION OF CABLE SERVICE.....................................................7

FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS...................................8

SYSTEM IMPROVEMENTS............................................................9

INSURANCE......................................................................9

INDEMNIFICATION................................................................9

FRANCHISE VIOLATIONS: PROCEDURES, NOTICE, AND CURE............................10

FRANCHISE TERMINATION AND CONTINUITY OF SERVICE...............................11

FORCE MAJEUR..................................................................11

GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS.................11

TRANSFER OR ASSIGNMENT OF FRANCHISE...........................................14

COMPLIANCE WITH STATE AND FEDERAL LAW.........................................14

NOTICE TO THE GRANTEE.........................................................15

STREET OCCUPANCY..............................................................15




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ACCESS TO PUBLIC AND PRIVATE PROPERTY.........................................15

NONDISCRIMINATION IN EMPLOYMENT...............................................16

GRANTEE MAY ISSUE RULES.......................................................16

SEVERABILITY OF ORDINANCE PROVISIONS..........................................16

EFFECTIVE DATE................................................................17

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     An Ordinance  Setting Forth the  Regulations,  Terms and  Conditions  Under
     Which Cable Television Systems Shall Operate in Campbell, MO and Granting A
     Franchise to Enstar Income  Program  II-2,  Its  Successors  and Assigns to
     Construct, Operate and Maintain a Cable Television System in the City

BE IT ORDAINED by the City Council of Campbell, MO as follows:

1        TITLE AND PURPOSES OF ORDINANCE

This  Ordinance  shall be  known  as the  Campbell  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 Campbell,
MO (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-2 (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  Campbell,  MO 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".

     2.5  "FALCON" means Enstar Income Program II-2,  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 Campbell, MO, its 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  services it provides to its  subscribers in Campbell 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.

     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.

     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 2
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     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  franchise  is hereby  granted to Enstar  Income  Program  II-2  (which may be
referred  to herein as "Falcon" or  "Grantee")  to operate and  maintain a cable
television  system in the City for a period of seven (7) years commencing on the
date of adoption of this ordinance.  If Grantee upgrades the systems as required
by Section 12 herein, this franchise  ordinance shall be automatically  extended
for an additional  period of three (3) years for a total term of ten (10) years.
For purposes of the Section, Grantor and Grantee agree that at such time as this
Franchise  may expire by its terms,  the parties  will  adhere to the  Franchise
renewal  procedures  contained in 47 U.S.C.  546, as that provision may exist at
the time of renewal. If this Franchise is not automatically extended after seven
(7) years for an  additional  (3) three  years  pursuant  to this  Section,  the
Grantee  shall be  deemed  to have  submitted  on a  timely  basis  the  renewal
notification required under 47 U.S.C. 546, so as to entitle Grantee to all legal
and procedural rights to which it may be entitled.


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 three (3%) 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.


     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.



     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 3
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     5.3  At the  City's  request,  the  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.  Such  reports  may be
          requested once per calendar year. 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.

     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.




     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 4
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          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 "service  interruptions"  promptly
               and in no  event  later  than 24  hours  after  the  interruption
               becomes  known.  The Grantee must begin  actions to correct other
               service problems the next business day after  notification of the
               service problem.
          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.



     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 5
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          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 the preceding  paragraph.  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
          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


     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 6
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          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
          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.


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     June 14, 1999
     Page 7
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                    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 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.



     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 8
<PAGE>
12       SYSTEM IMPROVEMENTS

     12.1 Grantee agrees to upgrade the existing Campbell cable TV system within
          thirty (30) months of the adoption of this  Franchise  Agreement.  The
          upgraded  system will be completed so as to provide the  capability of
          offering a minimum of 83 channels on an analog and/or digital basis.

     12.2 Falcon  will  provide  the  City  with  one  character  generator  for
          municipal use within  twelve months of the adoption of this  Franchise
          Agreement.

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 Five Hundred thousand Dollars ($500,000) per personal injury, death
          of any one  person or  damage  to  property  and One  Million  Dollars
          ($1,000,000) 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
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.




     Campbell, MO Cable TV Franchise Ordinance
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     Page 9
<PAGE>
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 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  taken 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. If a violation is cured by Grantee within sixty (60)
          days of receipt of notice, then no penalty shall be imposed.

     15.3 Upon receipt of Grantees  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,
          providing Grantee no less than fifteen (15) days written notice of the
          hearing   which  shall  afford   Grantee  due  process   including  an
          opportunity to present evidence.

     15.4 Within  fifteen (15) days  following an  administrative  hearing on an
          alleged  violation,  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;  by Grantee  (c) that the problem is
          beyond  Grantee's  direct control and that Grantee is not at fault; or
          (d) that other appropriate action should be taken by the City.


     15.5 In cases involving  construction codes or technical standards,  if the
          alleged  violation  does not pose a substantial  and immediate  safety
          hazard,  Grantee shall be allowed a reasonable and sufficient  time to
          complete any required  corrections  or repairs to the system to remedy
          any alleged  noncompliance.  So long as Grantee is making a good faith
          effort to correct the alleged  noncompliance,  no  penalties  shall be
          assessed. A "substantial and immediate safety hazard" shall be defined
          as one  posing an  imminent  likelihood  of injury to  persons  if not
          repaired  immediately.  Grantee shall not be penalized for other minor
          violations  of the  Franchise  or  applicable  codes,  so  long  as it
          demonstrates it is making good faith efforts to correct any problem or
          violation  within a  reasonable  period  of time of the  discovery  of
          alleged violation.




     Campbell, MO Cable TV Franchise Ordinance
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     Page 10
<PAGE>
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.

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


     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 11
<PAGE>

        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 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.

               18.2(c) Since  competing or  overlapping  franchises  may have an
                    adverse impact on the public  rights-of-way,  on the quality
                    and  availability of  communications  services to the public
                    and may adversely affect the existing  operator's ability to
                    continue  to  provide  the  services  and  facilities  it is
                    presently providing under this Ordinance, the City may issue
                    a franchise  in an area where  another  Grantee is operating
                    only  following a public  hearing to consider the  potential
                    impact which the grant of an  additional  franchise may have
                    on the  community.  In  considering  whether to grant one or
                    more  additional  franchises,  the City  shall  specifically
                    consider,  and  address in a written  report  the  following
                    issues:

                    18.2(c)(1)  The  positive   and/or  negative  impact  of  an
                    additional  franchise  on  the  community.



     Campbell, MO Cable TV Franchise Ordinance
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     Page 12
<PAGE>
                    18.2(c)(2)  The  ability  and  willingness  of the  specific
                    applicant in question to provide cable television service to
                    the entire  franchise  area which is served by the  existing
                    cable operator.  The purpose of this subsection is to ensure
                    that any competition  which may occur among Grantees will be
                    on  equal  terms  and   conditions  so  as  not  to  give  a
                    competitive advantage to one Grantee over another.

                    18.2(c)(3)  The amount of time it will take the applicant to
                    complete  construction  of the proposed  system and activate
                    service in the  entire  franchise  area;  and,  whether  the
                    applicant can complete  construction  and  activation of its
                    system in a timely manner.

                    18.2(c)(4) The financial  capabilities  of the applicant and
                    its guaranteed  commitment to make the necessary  investment
                    to erect,  maintain and operate the proposed cable TV system
                    for the duration of the  franchise  term. In order to ensure
                    that any prospective Grantee does have the requisite current
                    financial capabilities, the City may request equity and debt
                    financing commitment letters' current financial  statements,
                    bonds,   letters  of  credit  or  other   documentation   to
                    demonstrate to the City 's  satisfaction  that the requisite
                    funds to  construct  and  operate  the  proposed  system are
                    available.

                    18.2(c)(5)  The quality  and  technical  reliability  of the
                    proposed   system,   based  upon  the  applicant's  plan  of
                    construction and the method of distribution of signals,  and
                    the applicant's  technical  qualifications  to construct and
                    operate  such  system.

                    18.2(c)(6)  The experience of the applicant in the erection,
                    maintenance  and  operation  of a cable  television  system.

                    18.2(c)(7)  The  capacity  of the  public  rights-of-way  to
                    accommodate  one or more  additional  cable  systems and the
                    potential  disruption  of  those  public  rights-of-way  and
                    private  property  that may occur if one or more  additional
                    franchises   are  granted.

                    18.2(c)(8)  The  disruption  of  existing  cable  television
                    service and the potential that the proposed  franchise would
                    adversely  affect the residents of the City.

                    18.2(c)(9)  The  likelihood  and ability of the applicant to
                    continue to provide  competing cable  television  service to
                    subscribers   within  the  entire  franchise  area  for  the
                    duration   of  the   franchise.

                    18.2(c)(10)  Such  other  information  as the  City may deem
                    appropriate to be considered prior to granting any competing
                    or overlapping franchise.

     18.3 Permits for Non-Franchised Entities


     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 13
<PAGE>
          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.


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


     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 14
<PAGE>

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-2
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.

     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.


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.



     Campbell, MO Cable TV Franchise Ordinance
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     Page 15
<PAGE>
     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
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.




     Campbell, MO Cable TV Franchise Ordinance
     June 14, 1999
     Page 16
<PAGE>
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.


PASSED AND APPROVED by the City Council of Campbell this 12th day of July, 1999.


BY:  /s/Raymond Gunter
     -------------------------
Title:  Mayor

ATTEST:  /s/Randall Baher
         -------------------------
Title:  City Clerk


ACCEPTED BY Enstar Income Program II-2.

BY:  /s/Howard Gan
     -------------------------
Title:   V.P. Enstar Communications Corp.
         its general partner

ATTEST:  /s/Laura Dainko
         -------------------------
Title:   Administrative Assistant



     Campbell, MO Cable TV Franchise Ordinance
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     Page 17