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                                                                    Exhibit 10.6

                                 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

<TABLE>
<S>                                                                                                                    <C>
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
</TABLE>
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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
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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.

         2.9     "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.

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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.

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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.

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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

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                  12:00 Midnight, it shall complete 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

Litchfield, IL Cable TV Franchise Ordinance
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         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 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 Section 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

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         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. 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

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Page 8
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                           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.

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.

                  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 sub public, educational, and
                  governmental


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                  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
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

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Page 10
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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 taken 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. Pending the completion of an
         administrative hearing which may be held, the City shall not impose
         penalties upon Grantee.

         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,
         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 (c) 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, 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

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<PAGE>
         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 be
         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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<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>
                  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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<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>
         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
privileges of employment because of age, sex, race,

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

BY:     /s/ [SIG]
        --------------------------------------------
Title:

ATTEST: /s/ [SIG]
        --------------------------------------------
Title:  City Clerk

ACCEPTED BY Enstar Income Program II-1.

BY:     /s/ [SIG]
        --------------------------------------------
Title:  Sr. V.P. Operations Central Region

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






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