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                            ORDINANCE NO.  96-0-732
                                           --------
                           AN ORDINANCE AMENDING AND
                        RENEWING THE VILLAGE 0F KILDEER
                    COMMUNITY ANTENNA TELEVISION ORDINANCE



          WHEREAS, the Board of Trustees of the Village of Kildeer, Illinois
(the "Village"), granted a franchise to construct, own, operate and maintain a
cable television system within the Village of Kildeer (the "System") pursuant to
Ordinance No. 81-0-324, dated August 6, 1981, (the "Franchise") to Centel Cable
Television Company of Illinois; and

          WHEREAS, the Board of Trustees of the Village, approved a transfer of
the Franchise to Jones Intercable, Inc., a Colorado corporation ("Jones" or
"Operator") or any affiliate of Jones, including any limited partnership or
partnerships of which Jones or any affiliate of Jones is a general partner, or
any joint venture or general partnership or partnerships of which Jones, any
affiliate of Jones, or any such limited partnership or partnerships is a
constituent partner, pursuant to Resolution No. 89-R-18, adopted by the Board of
Trustees of the Village on July 6, 1989; and

          WHEREAS, the Franchise was scheduled to expire on August 6, 1996; and

          WHEREAS, on July 1, 1996, the Board of Trustees of the Village
extended the term of Jones' Franchise to November 4, 1996; and

          WHEREAS, it is the desire of Jones and the Village to renew the
current terms and conditions of the Franchise subject to the following
modifications.

1.  Section 1.04 is amended to add the word "Cable" before the word "services"
in the second sentence of this Section.


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2.  Section 6.01 is amended to add a subsection (a) to the first line of this
Section, and to replace the last sixteen lines of Section 6.01 with the
following language:

    "(b) The Operator shall establish and maintain in close proximity to the
Village limits of Kildeer a studio for local programming, consisting of at least
one view finder color video camera, switcher fader controls, audio system,
lighting system, and one video tape recorder. In addition, the Operator has
purchased and added new equipment to this studio as listed on Attachment A to
this Agreement. All equipment is remotely controlled from a master control unit.
These facilities shall be available on a time sharing basis to the Village, its
agencies, public service organizations, and schools districts lying wholly or
partly within the Village. Operator shall maintain all equipment in proper
working order at all times.

    (c)  Nothing in this Ordinance shall be construed to prohibit the
enforcement of any federal, state or local law or regulation concerning customer
service or consumer protection that imposes customer service standards or
consumer protection requirements that exceed the customer service standards set
out in this Ordinance or that address matters not addressed in this chapter.

    (d)  The Operator shall maintain a local or toll-free telephone access line
which is available to its subscribers and shall have knowledgeable, qualified
representatives available to respond to customer telephone inquiries twenty-four
(24) hours per day, seven (7)  days per week.

    (e)  Under normal operating conditions, telephone answer time, including
wait time and the time required to transfer the call, shall not exceed thirty
(30) seconds. This standard shall be met no less than ninety percent (90%) of
the time as measured on a quarterly basis.

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    (f)  Under normal operating conditions, the customer will receive a busy
signal less than three percent (3%) of the total time that the office is open
for business.

    (g)  Bill payment locations will be open for walk-in customer transactions
during normal business hours. Normal business hours shall mean those hours of
operation in existence as of the effective date of this Franchise.

    (h)  Under normal operating conditions, each of the following standards
will be met no less than ninety-five percent (95%) of the time as measured on
an annual basis.

         (1) Standard installations will be performed within seven (7) business
             days after an order has been placed. A standard installation is one
             that is within one two hundred and ten (210) feet of the existing
             system.

         (2) Excluding those situations that are beyond its control, the
             Operator will respond to any service interruption promptly and in
             no event later than twenty-four (24) hours from the time of initial
             notification. All other regular service requests will be responded
             to within thirty-six (36) hours during the normal work week for
             that system. The appointment window alternatives for installations,
             service calls and other installation activities will be: "morning"
             or "afternoon"; not to exceed a four-hour "window" during normal
             business hours for the system, or at a time that is mutually
             acceptable. The Operator shall schedule supplemental hours during
             which appointments can be scheduled based on the needs of the
             community. If at any time an installer or technician is running
             late, an

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             attempt to contact the customer will be made and the appointment
             rescheduled as necessary at a time that is convenient to the 
             customer".

        (3)  In the case of a complete loss of picture or sound on all,
             channels, that remains uncorrected for longer than twenty-four
             hours after reported to the Operator by the customer, then upon
             request by the customer, the Operator shall give a rebate to any
             affected customer equal to a pro rata share of the customer's
             monthly bill for each day or fraction thereof in excess of the
             repair time limit during which the malfunction goes uncorrected."

3.  Section 7 of Ordinance No. 81-0-324 is hereby deleted in its entirety.

4.  Section 8.01 of Ordinance No. 81-0-324 is hereby deleted in its entirety and
replaced as follows:

    "The CATV System shall have a single trunk (54) channel capacity; and shall
be capable of receiving and transmitted all VHF, UHF and FM signals and carry
all available local television stations as required by the FCC; and shall carry
at least one channel for the following purposes:

    (a)  Municipal Access

    (b)  Educational Access

    (c)  Public Access

    In Addition, as of the effective date of this Agreement, Operator has added
two new video programming products to the CATV system.

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5.  Sections 8.12 and 8.13 of Ordinance No. 81-0-324 are deleted in their
entirety, and the subsequent sections of the Ordinance are renumbered
accordingly..

6.  Section 9.01 of Ordinance No. 81-0-324 is deleted and replaced with the
following language:

          "The Operator shall pay to the Village for the privilege of operating
a CATV system under this franchise an amount equal to five percent (5%) of the
Operator's gross revenues."

7.  Section 15 of Ordinance No. 81-0-324, entitled Term of Franchise, is hereby
deleted and replaced as follows:

          "The term of this Franchise shall remain in effect for a period of
          four (4) years beginning August 7, 1996, and expiring August 7, 2000.
          If on or before August 7, 2000, the CATV Operator makes available
          eighty-five (85) video programming channels, or such other number of
          channels on a comparable basis as is provided to the Subscribers of
          Lake Zurich, the term of this franchise shall be automatically
          extended, without further Village action, to August 7, 2008".

8.  A new Section 23 is added to the Ordinance to read as follows:

    "Section 23: Evaluation of Grantee's Performance 
    -----------
  
          Section 23.1: Schedule for Evaluation
          -------------------------------------

     The Franchising Authority shall evaluate the performance of the Grantee for
     purposes of determining compliance with this Ordinance and to provide for
     consideration of technological changes in the state of the art of cable
     television. The Village and the

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     Grantee shall hold performance evaluation sessions within ninety (90) days
     of the second, third, fifth, seventh, and ninth anniversary dates of the
     Grantee's award of the Franchise (in accordance with the term of the
     Franchise Agreement).

         Section 23.2: Information Required of Grantee for Evaluation
         ------------------------------------------------------------

     Upon request by the Village during the evaluation of Grantee's performance,
     Grantee shall cooperate fully with the Village and provide such documents,
     records, schedules, logs, reports, memoranda, ledgers, and other pertinent
     information which the Village may request in order that a reasonable review
     of the Cable System can be performed. The Village may inquire in particular
     whether the Grantee is supplying at a level and variety of services
     equivalent to those being generally offered at the time in the industry in
     comparable market situations.

         Section 23.3: Topics for Discussion During the Evaluation Process
         -----------------------------------------------------------------

     Topics which may be discussed during the evaluation process or at
     evaluation sessions shall include, but not be limited to the following:
     service rate structures, Franchise Fees, penalties, applications of new
     technologies, repair and maintenance services, billing procedures, service
     provided by Customer Service Representatives, system performance,
     programming offered, programming desired by Subscribers, Subscriber
     complaints, rights of privacy, above and below ground extension of cables
     and equipment, modifications to the Franchise, rulings of the Federal
     Communications Commission, Federal and State Courts of Law, and Grantee or
     Village ordinances and other topics of concern in a mutually beneficial
     business relationship. Franchising

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     Authority shall provide Grantee with a listing of topics for discussion
     fourteen (14) calendar days prior to the date of a scheduled evaluation
     session.

        Section 23.4: Public Notice
        ---------------------------

     Evaluation meetings shall be open to the public. The Village shall be
     responsible for notifying the Grantee, in writing, at least sixty (60) days
     in advance, of each of the specified performance evaluation sessions.
     Grantee shall provide notification of the sessions on the local origination
     Channel on the system no less than two times between the hours of ten
     o'clock (10:00) a.m. and ten o'clock (10:00) p.m. for two (2) weeks prior
     to the week preceding the scheduled evaluation meeting or session."

9.   This Amendatory Ordinance shall be in full force and effect from and after
its passage, approval, publication as provided by law and acceptance by Jones,
and in the event of any conflict between this amendatory ordinance and any
previous ordinance the  provisions of this ordinance shall govern.

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<PAGE>
 
     PASSED THIS       7th     day of October  , 1996
                       ---            -------        
     APPROVED THIS     7th     day of October  , 1996
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     /s/ [SIGNATURE APPEARS HERE]
        -------------------------
         VILLAGE PRESIDENT


 

ATTESTED AND FILED this, 

17th day of October,  1996
--          -------

/s/ [SIGNATURE APPEARS HERE]
    ------------------------
Village Clerk 

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                                 ATTACHMENT A 

                            EQUIPMENT ADDED TO THE
                           LOCAL ORIGINATION STUDIO



<TABLE> 
<CAPTION> 
Quantity                      Item
--------                      ----
<S>                     <C> 
1                       Sony DXL- 327AL Production Application Camera
1                       Sony CA-327 General Camera Accessories
2                       Sony CCU-M5 Camera Control Units
2                       Sony CCQ-25AM Camera Cables
2                       Sony YH13x7.5BKRS 13x1 lenses
2                       Sony DXF-50B 5" Viewfinders
2                       Canon MS 15M Studio Conversion kits
1                       Panasonic AG456-U Proline SVHS Camcorder
</TABLE> 

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