**Exhibit 10.23**

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**CONSULTINGAGREEMENT**

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This Consulting Agreement (this “Agreement”) ismade as of December 16, 2005, by and among Insight Communications Company, Inc.,a Delaware corporation (the “Company”), TC Group III, L.L.C. and TCGroup IV, L.L.C., each a Delaware limited liability company (each individually,and collectively, “Carlyle”).  TheCompany and Carlyle are sometimes referred to herein individually as a “Party”and, collectively, as the “Parties”.

 

RECITALS:

 

WHEREAS, Carlyle, by and through its officers,employees, agents, representatives and affiliates, has expertise in the areasof corporate management, finance, product strategy, investment, acquisitionsand other matters relating to the business of the Company; and

 

WHEREAS, the Company desires to avail itself of theexpertise of Carlyle in the aforesaid areas, in which it acknowledges theexpertise of Carlyle;

 

NOW, THEREFORE, in consideration of the foregoingrecitals and the covenants and conditions herein set forth, the Parties agreeas follows:

 

# Section 1.                                            Appointment.  The Company hereby appoints Carlyle, for theduration of the Term, to render the advisory, consulting and oversight servicesdescribed in Section 2(a) to the Company.

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# Section 2.                                            Services.

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## (a)                                  Duringthe Term, Carlyle shall render to the Company, by and through such of Carlyle’sofficers, employees, agents, representatives and affiliates as Carlyle, in itssole discretion, shall designate from time to time, advisory, consulting andoversight services relating to strategic planning, marketing and financialoversight of the operations of the Company, including, without limitation,advisory and consulting services in connection with the selection, retentionand supervision of independent auditors, outside legal counsel, investmentbankers or other advisors or consultants of the Company (the “OversightServices”).

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## (b)                                 Itis agreed that the Oversight Services shall not include investment banking,financial advisory or other services rendered by Carlyle to the Company inconnection with (i) any acquisitions or divestitures by or of the Companyor any of its subsidiaries, (ii) any public or private sale of debt orequity securities of the Company or any of its subsidiaries or affiliates or (iii) anysimilar transactions (collectively, “Investment Banking Services”).

 

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# Section 3.                                            Fees.

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## (a)                                  Inconsideration of the performance of the Oversight Services by Carlyle, theCompany agrees to pay to Carlyle a consulting fee in the amount of $1,500,000per annum (the “Consulting Fee”), commencing on the date of thisAgreement and continuing until such time as this Agreement is terminated inaccordance with the terms hereof.

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## (b)                                 TheConsulting Fee shall be payable as follows:

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### (i)                                     Forthe period commencing on the date of this Agreement and ending on December 31,2005, the Consulting Fee shall be pro rated on the basis of a 365 day year andshall be payable on the date hereof; and

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(ii)                                  Foreach subsequent calendar year commencing on January 1, 2006, theConsulting Fee shall be payable quarterly in advance, in equal installments,commencing on January 1, 2006.

 

## (c)                                  TheConsulting Fee shall be allocated between the Carlyle entities as set forth in Exhibit Ahereto, and all payments made by the Company to Carlyle on account of theConsulting Fee (including, without limitation, any termination fee contemplatedby clause (ii) of Section 5(b) hereof) shall be made inaccordance with such allocation.  Exceptas provided in Section 5(b), all payments made by the Company to Carlyleon account of the Consulting Fee shall be non-refundable.

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## (d)                                 TheParties acknowledge and agree that the Company or any of its subsidiaries may,in its discretion, choose to discuss with Carlyle possible future engagementsto perform additional services (including, without limitation, InvestmentBanking Services) that are not part of the Oversight Services, in which casethe Parties will at such time discuss the scope of such services and the amountof additional compensation payable to Carlyle for performing such services.  None of the Parties or their subsidiaries oraffiliates have any commitment to discuss or to agree to any futureengagements.

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# Section 4.                                            Indemnification.

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## (a)                                  TheCompany shall indemnify and hold harmless Carlyle and its officers, employees,agents, representatives, members and affiliates (each, an “Indemnified Party”)from and against any and all costs, expenses, liabilities, claims (includingany third-party claims), damages and losses (collectively, “Losses”)relating to or arising out of the engagement of Carlyle pursuant to thisAgreement or the performance by Carlyle of the Oversight Services pursuanthereto; provided, however, that the indemnification obligationsof the Company pursuant to this Section 4 shall not apply to any Loss

 

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## resultingsolely from the gross negligence or willful misconduct of Carlyle, asdetermined by a court in a final judgment from which no further appeal may betaken.

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## (b)                                 TheCompany shall reimburse any Indemnified Party for all reasonable costs andexpenses (including reasonable attorneys’ fees and expenses) as they areincurred in connection with the investigation of, preparation for or defense ofany pending or threatened claim, action or proceeding (each, an “Action”)for which the Indemnified Party would be entitled to indemnification under Section 4(a),whether or not such Indemnified Party is a party thereto, provided that,subject to the provisions of Section 4(c), the Company shall be entitledto assume the defense of such Action at its own expense, with counselsatisfactory to such Indemnified Party in its reasonable judgment.

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## (c)                                  AnyIndemnified Party may, at its own expense, retain separate counsel toparticipate in such defense, and in any Action in which the Company, on the onehand, and an Indemnified Party, on the other hand, is or is reasonably likelyto become a party, such Indemnified Party shall have the right to retain, atthe Company’s expense, separate counsel and to control its own defense of suchAction if, in the reasonable opinion of counsel to such Indemnified Party, aconflict or potential conflict exists between the Company, on the one hand, andsuch Indemnified Party, on the other hand, that would make such separaterepresentation advisable.

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## (d)                                 TheCompany agrees that it will not, without the prior written consent of therelevant Indemnified Party, settle, compromise or consent to the entry of anyjudgment in any pending or threatened Action relating to the matterscontemplated hereby (if any Indemnified Party is a party thereto or has beenactually threatened to be made a party thereto) unless such settlement,compromise or consent includes an unconditional release of the relevantIndemnified Party and each other Indemnified Party from all liability arisingor that may arise out of or in connection with such Action.  Provided that the Company is not in breach ofits indemnification obligations hereunder, no Indemnified Party shall settle orcompromise any Action subject to indemnification hereunder without the priorwritten consent of the Company.

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# Section 5.                                            Term;Termination.

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## (a)                                  Theterm of this Agreement (the “Term”) shall commence on the date hereofand shall continue until the earliest to occur of the following: (i) Carlyle(together with one or more of its affiliates) ceases to control, in theaggregate, at least 10% of the equity securities of the Company issued andoutstanding at the relevant time; (ii) the Company effects a Sale (as suchterm is defined in the Securityholders Agreement, dated as of the date hereof(the “Securityholders Agreement”), among the Company, certain affiliatesof Carlyle and the other securityholders of the Company party thereto); or (iii) theCompany effects a Qualified IPO (as defined in the Securityhoders Agreement).

 

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## (b)                                 Uponthe termination of this Agreement pursuant to Section 5(a)(i) or(ii), Carlyle shall refund to the Company the portion of the Consulting Fee, ifany, paid by the Company to Carlyle with respect to the period from the date ofsuch termination until the expiration of the calendar quarter in which suchtermination occurs.

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## (c)                                  Uponthe termination of this Agreement pursuant to Section 5(a)(iii), theCompany shall pay to Carlyle a termination payment that shall be equal to thenet present value (calculated using a discount rate equal to the then currentyield on U.S. Treasury Securities of like maturity) of the aggregate amount ofthe Consulting Fee that would have been payable by the Company to Carlyle withrespect to the period beginning on the date of termination of this Agreementpursuant to Section 5(a)(iii) and ending on the second anniversary ofthe date of such termination.  Thetermination payment shall be payable by the Company to Carlyle within two (2) daysafter the date on which such termination of this Agreement becomes effective.

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# Section 6.                                            OtherActivities.  Nothing herein shall inany way preclude Carlyle or any of its officers, employees, agents,representatives, members or affiliates from engaging in any business activitiesor from performing services, whether for its own account or for the account ofothers, including for companies that may be in competition with the businessconducted by the Company.

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# Section 7.                                            Miscellaneous.

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## (a)                                  Amendment;Waivers.  No amendment, alteration ormodification of this Agreement or waiver of any provision of this Agreementshall be effective unless such amendment, alteration, modification or waiver isapproved in writing by each Party.  Thefailure of either Party to enforce any provision of this Agreement shall not beconstrued as a waiver of such provision and shall not affect the right of suchParty thereafter to enforce each provision of this Agreement in accordance withits terms.

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## (b)                                 BindingEffect; Assignment.  This Agreementshall be binding upon and shall inure to the benefit of the Parties and theirrespective successors and permitted assigns. This Agreement and the rights and obligations of the Parties hereundermay not be assigned by either Party without the prior written consent of theother Party; provided, however, that Carlyle may, at its solediscretion, assign or transfer its rights and obligations hereunder to any ofits affiliates that constitute Permitted Assignees under the SecurityholdersAgreement.

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## (c)                                  Notices.  Any notice or other communication required orpermitted to be given or made under this Agreement by one Party to the otherParty shall be in writing and shall be deemed to have been duly given andeffective (i) on the date of delivery if delivered personally, (ii) threedays after being sent by registered or certified mail, return receipt requestedand postage prepaid, or (iii) upon transmission by telecopy withconfirming copy sent concurrently by registered or certified mail, returnreceipt requested

 

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## andpostage prepaid, to the following addresses (or to such other address as shallbe given in writing by one Party to the other Party in accordance herewith):

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If to Carlyle:

 

TCGroup, LLCc/o The Carlyle Group1001 Pennsylvania Avenue, NWSuite 220 SouthWashington, D.C. 20004Facsimile:  (202) 347-1692Attention:  William E. Kenard

 

If to the Company:

 

InsightCommunications Company, Inc.810 Seventh Avenue41st FloorNew York, NY 10019Facsimile:  (917) 286-2301Attention:  Elliot Brecher

 

## (d)                                 EntireAgreement.  This Agreement shallconstitute the entire agreement between the Parties with respect to the subjectmatter hereof, and shall supersede all previous oral and written (and allcontemporaneous oral) negotiations, commitments, agreements and understandingsrelating hereto.

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## (e)                                  GoverningLaw; Submission to Jurisdiction. This Agreement shall be deemed to be a contract made under, and isto be governed and construed in accordance with, the laws of the State of NewYork, without regard to the conflict of laws principles or rules thereof.  EACH OF THE PARTIES HEREBY IRREVOCABLY ANDUNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTSOF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OFAMERICA, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF THEPARTIES HERETO IRREVOCABLY AGREES THAT (I) THE APPROPRIATE VENUEFOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTSHALL BE IN SUCH A COURT, (II) ALL CLAIMS ARISING OUT OF ORRELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN SUCH A COURT,AND (III) ANY SUCH COURT SHALL HAVE JURISDICTION OVER THE PERSON OFSUCH PARTY AND OVER THE SUBJECT MATTER OF ANY DISPUTE ARISING OUT OF ORRELATING TO THIS AGREEMENT.

 

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## (f)                                    Waiverof Jury Trial.  Each of the Partieshereto irrevocably and unconditionally waives the right to trial by jury withrespect to any claim or action arising out of, relating to or in connectionwith this agreement or any transaction contemplated hereby.

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## (g)                                 Severability.  If any provision of this Agreement is held bya court of competent jurisdiction to be invalid or unenforceable in anyjurisdiction, such holding shall not affect the validity or enforceability ofthe remainder of this Agreement in such jurisdiction or the validity orenforceability of this Agreement, including such provision, in any otherjurisdiction, and such provision shall be interpreted, revised or applied in amanner that renders it valid and enforceable to the fullest extent possible.

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## (h)                                 Headings.  The headings of this Agreement are insertedfor convenience only and do not constitute a part of this Agreement.

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## (i)                                     Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be an original and all of which takentogether shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Parties have caused thisAgreement to be executed and delivered by their duly authorized officers oragents as set forth below.

 
|   | INSIGHT COMMUNICATIONS  COMPANY, INC.             |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |   |
|   | By:                                               |   |   |
|   |                                              | Name: |   |
|   |                                              | Title: |   |
|   |                                              |   |
|   |                                              |   |
|   | TC GROUP III, L.L.C.                              |   |
|   |                                              |   |
|   | By:TC Group, L.L.C.,                              |   |
|   |      Its Managing Member |   |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |   |
|   |                                              | Name: William E. Kennard |   |
|   |                                              | Title: Managing Director |   |
|   |                                              |   |
|   |                                              |   |
|   | TC GROUP IV, L.L.C.                               |   |
|   |                                              |   |
|   |                                              |   |
|   | By:TC Group, L.L.C.,                              |   |
|   |      Its Managing Member |   |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |   |
|   |                                              | Name: William E. Kennard |   |
|   |                                              | Title: Managing Director |   |
|        |                                                   |  |  |  |

 

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Exhibit A

 

Consulting FeeAllocation

 

 
| **Carlyle Entity** | ** ** | **Consulting Fee Percentage** |
|--------------------|------------|-------------------------------|
| ** **         | ** ** | ** **                    |
| TC Group III, LLC  |       | 51.70%                        |
|               |       |                          |
| TC Group IV, LLC   |       | 48.30%                        |

 

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