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                                                                   EXHIBIT 10.54

                              ASSUMPTION AGREEMENT


This Agreement Has been entered into by ITC Holding Company, Inc. (Current
Lessee) and Knology Holdings, Inc. (Replacement Lessee) to effect the
assumption by the Replacement Lessee of the lease of the "J. Smith Lanier, II"
building which is currently under lease by the Current Lessee from J. Smith
Lanier, II (Lessor).

The Replacement Lessee agrees to assume all the rights and responsibilities of
the aforementioned lease (copy attached) effective November 1, 1999. All future
lease payments will be made by the Replacement Lessee to the Lessor consistent
with the terms of the aforementioned lease.



AGREED:                         AGREED:


/s/ L. H. SCOTT, III            /s/ J. SMITH LANIER, II
-------------------------       --------------------------
ITC Holding Company, Inc.       J. Smith Lanier, II



AGREED:                         AGREED:


/s/                             11-9-99
-------------------------       -------------------------
Knology Holdings, Inc.
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PARTIES:          This Lease Indenture made and entered into this 1st day of
                  July 1990, by and between J. Smith Lanier, II hereinafter
                  referred to as "LANDLORD", P.O. Box 70, West Point, Georgia
                  31833 and Interstate Cellular, Inc., P.O. Box 510, West Point,
                  Georgia 31833, hereinafter referred to as "TENANT".

                                   WITNESSETH

PREMISES:         That LANDLORD for and in consideration of the rents reserve to
                  be paid and the covenants to be performed, has leased and by
                  these presents does lease, unto "TENANT" certain premises in
                  West Point, Georgia described as follows:
                  Office Building and premises located at 210 West Ninth Street,
                  West Point, Georgia - located northeast corner Second Avenue
                  and West Ninth Street.

RENT AND          To have and to hold the said property from first day of July,
TERM:             1990, for a term of fifteen years, thence next ensuring,
                  TENANT to pay, therefore during said term the sum of Four
                  Hundred Forty-seven Thousand Seventy Five Dollars
                  ($447,075.00) in equal monthly installments of Two Thousand
                  Four Hundred Eighty Three and 75/100 Dollars ($2,483.75) on
                  the first day of each month, beginning with the first day of
                  July, 1990, at the office of LANDLORD'S shown above. All
                  utilities and assessments will be paid by the TENANT. 5% late
                  charge will be added after 10th of the month.

RENEWAL:          TENANT shall have the right to two - 5-year renewal options
                  and shall indicate to the LANDLORD his intention to renew
                  ninety days prior to the expiration of the original lease or
                  first option. If the TENANT does not desire a five-year
                  renewal, this lease shall continue on a month-to-month basis
                  at the then effective rate until 30 days written notice is
                  given by either party to the other of intention to terminate.

USE:              Premises are to be leased to and used by TENANT for offices
                  and/or related cellular activities ONLY, TENANT agreeing that
                  he will not put the premises to any illegal or unlawful use
                  nor to any use which will increase the insurance thereon.
                  --------------------------------------------------------------
                  --------------------------------------------------------------
                  TENANT agrees to bear the expense of keeping the premises,
                  together with any fixtures installed therein, in good
                  condition, ordinary wear and tear excepted, except broken
                  glass which shall be replaced at TENANT'S expense regardless
                  of how caused, and  except the expense of keeping open all
                  water and sewerage pipes which shall likewise be borne by the
                  TENANT regardless of how caused. Should the main sewer or
                  waste lines also serve other persons, TENANT agrees to pay his
                  proportionate cost. At the expiration, premises will be
                  returned by TENANT "broom clean" with all keys.

DAMAGES-          TENANT will give LANDLORD notice in writing, specifically
INJURIES:         pointing out any defects in the premises which may arise
                  subsequently and agrees that LANDLORD may have not less than
                  ten days to remedy such defects. In the absence of such notice
                  and until the expiration of said ten days, TENANT agrees that
                  LANDLORD is released of any and all liability therefrom for
                  injuries or damage to TENANT, his family, servants or guests,
                  TENANT hereby specifically waiving any law of the State of
                  Georgia in conflict herewith or requiring inspection by
                  LANDLORD. If a member of TENANT'S family, a guest or servant
                  recovers against LANDLORD under such circumstances, TENANT
                  agrees to indemnify and hold LANDLORD harmless for such loss.
                  TENANT for himself, his family, servants and guests releases
                  LANDLORD of any damage or injury from water or steam, which
                  risk TENANT hereby assumes.

GENERAL:          Provisions with reference to remedies in case of default,
                  abandonment, or bankruptcy, with reference to Landlord's right
                  to repossess, and with reference to waiver are shown on
                  reverse hereof. THEY ARE A PART OF THIS AGREEMENT.

NOTICES:          All notices provided for hereunder must be in writing. Such
                  notices mailed to or left at the within named premises shall
                  constitute notice to TENANT, and notice to the LANDLORD shall
                  be accomplished by like document to LANDLORD'S as herein
                  shown.

INSPECTION:       Upon reasonable notice of not less than twelve hours to
                  TENANT, LANDLORD may enter premises for the purpose of
                  inspection, repair or showing to prospective purchaser or
                  tenant. After notice of termination of lease, LANDLORD may
                  place rental signs on the property.

POSSESSION:       If LANDLORD is prevented by law or through no fault of his in
                  giving possession on the date herein provided, there shall be
                  no liability for damages of any kind resulting from such
                  failure.

ADVERTISING:      All rights to advertise on premises or place signs thereon
                  shall be reserved to the LANDLORD.

ASSIGNMENT:       The TENANT shall not be at liberty to assign this lease, or
                  sub-let the whole or any part of said premises for the whole
                  or any part of said term, or place any tenant upon said
                  premises without the assent of the LANDLORD, or his AGENT, in
                  writing.

INTEREST AND      All sums due thereunder shall bear interest at 8% per annum
COSTS:            after maturity and if placed with an attorney for collection,
                  LANDLORD may recover reasonable attorney's fees of 15% as cost
                  of collection.

FIRE:             Should the premises be rendered untenable by fire or other
                  casualty, the lease is to terminate. Rent shall not abate in
                  case of partial damage which does not render the dwelling
                  untenable, in which case repairs will be promptly made.

FIXTURES:         No fixtures are to be installed nor alterations and repairs
                  are to be made by TENANT without the written consent of
                  LANDLORD, but when so made shall become a part of the building
                  except fixtures as may be constructively attached, such as
                  stoves, heating units, refrigerators and like fixtures, or
                  others which are covered by written agreement, which shall be
                  removable by TENANT at the end of the term; provided, all rent
                  due under this lease has been paid and provided same can be
                  done without damage to the premises.

DAMAGE DEPOSIT:   If sublet or assigned, LANDLORD may require a $2,400 damage
                  deposit.

SPECIAL:          SPECIAL PROVISIONS OF THIS LEASE
                  1. This is a net/net/net lease. LANDLORD shall bill TENANT
                     annually for Insurance and Property Taxes.
                  2. Improvements and betterments will be made at expense and
                     liability of tenant with approval of LANDLORD.
                  3. TENANT has first refusal to purchase.
                  4. TENANT has right to sub-lease for like or similar business
                     office space.
                  5. Space may not be used for wholesale or retail liquor or
                     alcoholic beverage distribution or sale.

                  Executed under seal in duplicate on the day and year first
                  above written.


/s/                           (L.S.)      /s/ J. Smith Lanier, II       (L.S.)
-----------------------------             -----------------------------

/s/ Interstate Cellular, Inc. (L.S.)      /s/ J. Smith Lanier, II       (L.S.)
-----------------------------             -----------------------------

                              (L.S.)                                    (L.S.)
-----------------------------             -----------------------------
                       TENANT
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                      ADDITIONAL PROVISIONS OF THIS LEASE


DEFAULT:          Upon failure of TENANT to pay any sums hereunder promptly,
                  time being of the essence, or upon breach by TENANT of any of
                  the terms of this lease, the balance due, hereunder for the
                  full remainder of the term shall become due and payable at
                  once by TENANT. TENANT expressly represents that all
                  furniture, fixtures, appliances and equipment installed in
                  premises are his property and that no furniture, fixtures or
                  other property shall be removed by TENANT from the premises
                  while any provision of this lease is in default.

ABANDONMENT:      If leased is in default and TENANT, his family and servants
                  have moved from the premises, LANDLORD may thereupon re-enter
                  and take possession of the said premises, and furniture and
                  other belongings of the TENANT which may be in same, without
                  legal process which will terminate any right of TENANT to
                  re-enter.

REPOSSESSION:     In case of abandonment of premises by TENANT, or following
                  default, the surrender of possession on demand, or eviction by
                  law, LANDLORD may retake possession immediately and the
                  retaking of possession by LANDLORD, in absence of express
                  election in writing to do so, shall not terminate this lease.
                  LANDLORD shall have the right to recover immediately as
                  damages, rentals to the end of the lease. LANDLORD in
                  subletting premises shall be acting as TENANT'S agent to
                  reduce TENANT'S loss, any net sums received by the LANDLORD to
                  apply as payment on any judgement obtained of balance due.
                  After same is satisfied, LANDLORD is to pay anything received
                  to TENANT.

BANKRUPTCY:       In case of bankruptcy, insolvency or receivership of TENANT,
                  LANDLORD is to have the right at his option to forthwith
                  terminate the lease and to proceed for any sum then due
                  hereunder and also damages for the breach of said lease.
                  TENANT waives and renounces for himself and family all
                  Homestead and Exemption rights of this State, of the United
                  States, or any other State, and as additional security
                  hereunder, assigns to LANDLORD such Homestead and/or
                  Exemption, authorizing LANDLORD as his attorney in fact to
                  file claim for Homestead and to receive and accept same in
                  TENANT'S name in any bankruptcy proceedings.

WAIVER:           If in any instance, LANDLORD shall allow a delay or suspend
                  any provision in this lease, such waiver shall not prevent
                  LANDLORD from insisting upon a strict observance thereof at
                  any subsequent date.