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                      CABLE TELEVISION FRANCHISE AGREEMENT

                             CITY OF SALEM, ILLINOIS

                                 MARCH 16, 1998

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                        SECTION TITLE                                                            PAGE
<S>               <C>                                                                                   <C>
                  PREAMBLE                                                                               1

1                 DEFINITIONS                                                                            2

2                 GRANT OF NON-EXCLUSIVE FRANCHISE                                                       9

3                 TERM OF AGREEMENT                                                                     10

4                 ACCEPTANCE OF FRANCHISE                                                               10

5                 SERVICE AREA COVERED BY FRANCHISE AGREEMENT                                           14

6                 RETRANSMISSION OF SIGNALS WITHIN A STRUCTURE                                          14

7                 SYSTEM IMPROVEMENTS                                                                   15

8                 CONSTRUCTION STANDARDS                                                                18

9                 INSTITUTIONAL NETWORK                                                                 22

10                CUSTOMER SERVICE                                                                      24

11                RATE REGULATION                                                                       29

12                FRANCHISE FEES/USAGE OF FEES OR OTHER SUPPORT                                         29

13                FRANCHISE FEE AUDITS OR AGREED-UPON PROCEDURES                                        31

14                SECURITY FUND; PERFORMANCE BOND                                                       32

15                DAMAGES AND DEFENSE                                                                   34

16                LIABILITY INSURANCE AND INDEMNIFICATION                                               34

17                LIQUIDATED DAMAGES                                                                    35

18                PROGRAMMING SERVICES                                                                  38

19                PUBLIC, EDUCATIONAL, AND GOVERNMENTAL PROGRAMMING                                     41

20                SERVICES TO SCHOOLS & GOVERNMENT BUILDINGS                                            45

21                EMERGENCY OVERRIDE                                                                    45

22                PERIODIC FRANCHISE REVISITATIONS AND EVALUATIONS                                      46

</TABLE>

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                          TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
SECTION                        SECTION TITLE                                                            PAGE
<S>               <C>                                                                                   <C>

23                MODIFICATIONS TO COMMUNICATIONS AND CABLE ACTS                                        47

24                REVOCATION                                                                            47

25                RIGHTS AND REMEDIES                                                                   47

26                RIGHTS AND POWERS RESERVED BY CITY                                                    48

27                SERVICE OF NOTICE                                                                     48

28                ORAL MODIFICATION                                                                     49

29                SEVERABILITY                                                                          49

30                ENTIRE CONTRACT                                                                       49

31                OBLIGATIONS TO CONTINUE THROUGHOUT TERM                                               49

32                HEADINGS                                                                              49

33                GOVERNING LAW                                                                         50

MAP OF CORPORATE LIMITS - CITY OF SALEM                                                              APPENDIX A

GRANTEE'S SCHEDULE FOR RECONSTRUCTION                                                                APPENDIX B

HOURS OF OPERATION OF LOCAL OFFICE                                                                   APPENDIX C

GRANTEE'S CORPORATE GUARANTY OR PROOF OF CASH ESCROW FOR SECURITY FUND                               APPENDIX D

LISTING AND MAP OF SCHOOLS AND GOVERNMENT BUILDINGS TO BE PROVIDED SUBSCRIBER AND I-NET
     CABLE SERVICE                                                                                   APPENDIX E

FALCON CUSTOMER SERVICE RECORDS RETENTION POLICY                                                     APPENDIX F

</TABLE>

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                             CITY OF SALEM, ILLINOIS
                      CABLE TELEVISION FRANCHISE AGREEMENT

THIS CABLE TELEVISION FRANCHISE AGREEMENT (the "Agreement") is made and 
entered into as of the effective date of _______________, 1998 (the 
"Effective Date") by and between the City of Salem, a unit of local 
government organized under the laws of the State of Illinois (the 
"Franchising Authority", and Enstar Income Growth Program Six-A, L.P. d/b/a 
Falcon Cable TV, a Georgia Partnership with its principal place of business 
located at 11 Clearing Avenue, Taylorville, Illinois 62568 (the "Grantee").

WHEREAS, the Grantee has applied for renewal of its non-exclusive Franchise (the
"Prior Franchise") to provide cable television service in the City of Salem; and

WHEREAS, the Franchising Authority has reviewed the performance of the Grantee
under the Prior Franchise, has examined the technical, financial, and legal
qualifications of the Grantee to operate a cable system, and has ascertained the
cable-related needs and interests of the community, taking into account the
costs of meeting such needs and interests; and

WHEREAS, The Franchising Authority, has relied on the Grantee's representations
and has, after such consideration, analysis, and deliberation as required by
applicable law, has approved and found sufficient the technical, financial, and
legal qualifications of the Grantee, and has determined that the Grantee intends
through the terms and conditions of this Agreement to meet the cable-related
needs and interests of the community; and

WHEREAS, after adequate public notice based on Grantee's representations and
information and in response to Grantee's renewal request, the City Council of
the City of Salem has determined that, subject to the provisions of the City of
Salem Cable Ordinance (the "Cable Ordinance") and the terms and conditions set
forth herein, the grant of a renewed non-exclusive Franchise to Grantee, to
supersede the Prior Franchise, is consistent with the public interest, and thus
has enacted Ordinance No. 98- , more than thirty (30) days after the filing of
Grantee's request for renewal; and

WHEREAS, the Franchising Authority and the Grantee have reached agreement on the
terms and conditions set forth herein;

NOW, THEREFORE in consideration of the City's grant of a new Franchise to the
Grantee and the Grantee's promise to provide cable television service to
residents of the City pursuant to and consistent with the Cable Communications
Ordinance, the terms and conditions set forth herein, and other good and
valuable consideration, the receipt and adequacy are hereby acknowledged;

                   THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:

                                       1
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SECTION 1:  DEFINITIONS

For the purposes of this Section, the following phrases, terms, words, and their
derivations shall have the meaning as stated herein. When not inconsistent with
the context, words in the present tense shall include the future, words
indicating a plural number shall include the singular number and words in the
singular number include the plural number. The word "shall" and "will" are
mandatory, and not directory. The word "may" is permissive. Words not defined
shall be given their common and ordinary meaning. Unless a section provides
otherwise, references to statutory enactments shall include any and all
amendments thereto and any successor provisions. All capitalized words defined
herein, and all other capitalized words utilized within this Agreement, shall
have the meaning ascribed to them in the Cable Act unless said terms are not
defined in the Cable Act, whereupon the definition shall be controlled by this
Agreement. For the purpose of this Franchise Agreement, the terms in the
Franchise Agreement shall prevail where there is a conflict between the
Ordinance and the Franchise Agreement. Where the Franchise Agreement is silent,
the terms of the Ordinance and the Cable Act shall control.

ACT (also CABLE ACT):        Shall mean the Communications Act of 1934, the
                             Telecommunications Act of 1996, the Cable
                             Communications Policy Act of 1984, and the Cable
                             Consumer Protection and Competition Act of 1992 (47
                             USC 521 et. seq.) as now or hereinafter amended.

BASIC SERVICE:               Shall consist of all signals carried in fulfillment
                             of the provisions of Sections 614 and 615 of the
                             Communications Act of 1934, as amended, any Public,
                             Educational, and Governmental Access programming
                             required by the Franchise of the Cable System to be
                             provided to Subscribers, and any signal of any
                             television broadcast station that is provided by
                             the Cable Operator to any Subscriber, except a
                             signal which is secondarily transmitted by a
                             satellite carrier beyond the local service area of
                             such station. Basic Service may also include any
                             additional video programming signals or services
                             provided by the Cable Operator to the basic service
                             tier.

CABLE OPERATOR:              Any Person or Persons, including corporations,
                             partnerships, and joint ventures, who provide cable
                             programming services through means of a Cable
                             System and who own a significant interest in the
                             Cable System, or any Person or Persons, who manage,
                             control, coordinate, or direct the operations of a
                             Cable System.

                                       2
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CABLE SYSTEM:                The system of antennas, cables, wires, lines,
                             towers, waveguides, laser beams, satellite uplinks,
                             microwave links, or other conductors, converters,
                             amplifiers, Headend equipment, master controls,
                             earth stations, equipment and facilities, designed,
                             wired, and constructed for the purpose of
                             producing, receiving, transmitting, amplifying,
                             storing, processing, or distributing by coaxial
                             cable, fiberoptics, fiber distributed data
                             interface (FDDI), microwave, or other means, audio,
                             video, and other related forms of electronic or
                             electrical signals within the City other than those
                             communication units which are solely wired on
                             private property. A Cable System shall also mean a
                             facility as described above which is located within
                             the corporate limits of the City regardless of the
                             location of the headend feeding such system is
                             located within the corporate limits of the City.

CHANNEL:                     A band of frequencies carrying a width of six (6)
                             megahertz wide in the electromagnetic spectrum, or
                             of a width to be specified which constitutes the
                             acceptable NTSC standard for definition of a
                             Channel, which is capable of carrying audio, video,
                             voice, data, and encrypted information signals.

CITY:                        Means the City of Salem, State of Illinois, its
                             officers and employees unless otherwise
                             specifically designated, and all the area within
                             the territorial limits of the City, its future
                             corporate boundaries and including any area over
                             which the City exercises its jurisdiction.

CITY COUNCIL:                Means the Corporate Authorities of the City.

CONVERTER:                   A device which may be provided by the Cable
                             Operator to Subscribers for the purpose of changing
                             the frequency of midband, superband, or hyperband
                             signals to a suitable Channel or Channels which the
                             television receiver is able to deliver at
                             designated dial locations.

CUSTOMER SERVICE
FACILITY:                    A location that is either owned, operated, or under
                             the control of a Grantee for the purposes of
                             accepting payments, responding to repair,
                             Installation, or other service calls, distributing
                             or receiving Converter boxes, remote control units,
                             or other related equipment, and receiving service
                             inquiries.

DOWNSTREAM
CHANNEL:                     A Channel which is transmitted in a direction from
                             the Headend to the Subscriber's television set.

                                       3
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DWELLING UNIT:               Shall mean a single-family or multiple-family
                             residential place of occupancy.

EDUCATIONAL
ACCESS SYSTEM:               Shall mean an Educational Access Channel or
                             Channels set aside and so designated for the use of
                             Schools and related educational institutions, which
                             may include facilities and equipment for the use of
                             such Channel, all as agreed to in the Franchise
                             Agreement.

FCC:                         Shall mean the Federal Communications Commission
                             and any legally constituted regulatory body, or
                             agency, or successor.

FRANCHISE:                   Shall mean the nonexclusive right and privilege
                             granted through the authority of a Franchise
                             Agreement between the City and any Grantee
                             hereunder which allows the Grantee to own, operate,
                             construct, reconstruct, dismantle, test, use, and
                             maintain a Cable System within the corporate
                             boundaries of the City, or within specified areas
                             of the City.

FRANCHISE AREA:              The area within the corporate boundaries or
                             jurisdiction of the City of Salem which is subject
                             to the terms and conditions granted under the
                             City's cable television franchise.

FRANCHISE FEE:               Shall include any assessment imposed herein by the
                             City on a Grantee or a cable Subscriber solely
                             because of their status as such. The term
                             "Franchise Fee" does not include any tax, fee, or
                             assessment of general applicability (including any
                             such tax, fee, or assessment imposed on both
                             utilities and Cable Operators or their services),
                             but not including a tax, fee, or assessment which
                             is unduly discriminatory against the Grantee or
                             cable Subscribers; capital costs which are required
                             by the Franchise to be incurred by Grantee for, or
                             in support of the use of Public, Educational, or
                             Governmental Access facilities; requirements or
                             charges incidental to the awarding or enforcing, of
                             the Franchise, including payments for bonds,
                             security funds, letters of credit, insurance,
                             indemnification, penalties, or liquidated damages;
                             any fee imposed under Title 17, U.S. Code.

FRANCHISING
AUTHORITY:                   Shall mean the City of Salem, its Mayor and City
                             Council, City Manager, or any of its designated
                             municipal officers or staff having responsibility
                             over the supervision of the City's cable television
                             franchise.

                                       4
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GOVERNMENTAL
ACCESS SYSTEM:               Shall mean a Governmental Access Channel or
                             Channels set aside and so designated for the use of
                             the City of Salem, which may include facilities and
                             equipment for the use of such Channel, as agreed to
                             in the Franchise Agreement.

GRANTEE:                     Shall mean Enstar Income Growth Program Six-A,
                             L.P., d/b/a Falcon Cable TV, or any Person(s),
                             including corporations, partnerships, associations,
                             joint ventures, or organizations of any type and
                             its agents, representatives, employees,
                             subsidiaries, assignees, transferees or lawful
                             successors having any rights, powers, privileges,
                             duties, liabilities or obligations under this
                             Section and also includes all persons having or
                             claiming any title to or interest in the Cable
                             System, whether by reason of the Franchise itself
                             directly or by interest in a subsidiary, parent, or
                             affiliate company, association, or organization, or
                             by any subcontract, transfer, assignment,
                             management agreement or operating agreement, or an
                             approved assignment or transfer resulting from a
                             foreclosure of a mortgage security agreement, or
                             whether otherwise arising or created.

GRANTOR:                     The City of Salem, Illinois.

GROSS REVENUES:              Shall mean all cash derived directly or indirectly
                             by a Grantee, its affiliates, subsidiaries,
                             transferees, assignees, or any other Person in
                             which the Grantee has a financial interest which
                             arises from or is attributable to the operation of
                             the Cable System within the City, or other
                             consideration derived directly or indirectly by a
                             Grantee, its affiliates, subsidiaries, transferees,
                             assignees, or any other Person in which the Grantee
                             has a financial interest, arising from or
                             attributable to the sale or exchange of cable
                             services by Grantee or in any way derived from the
                             Cable Service operation of its system in the City
                             as pro-rated to the amount received within the
                             Grantee's Taylorville, Illinois region. Said Gross
                             Revenues shall include but not limited to, monthly
                             fees charged Subscribers for Basic Service, monthly
                             fees charged Subscribers for any optional service;
                             monthly fees charged Subscribers for any tier of
                             Cable Service other than Basic Service;
                             Installation, disconnection and re-connection fees;
                             leased Channel fees; fees, payments or other
                             consideration received from programmers, except the
                             consideration received from programmers for
                             marketing purposes; Converter rentals; advertising
                             revenues; revenues from home shopping Channels.

                                       5

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GROSS REVENUES:
(Continued):                 This sum shall be the basis for computing the fee
                             imposed pursuant to Section 12.1 hereof. This sum
                             shall not include any taxes on services furnished
                             by Grantee which are levied directly upon any
                             Subscriber or user by the State of Illinois, Marion
                             County, the City, or any other governmental unit
                             which is collected by Grantee on behalf of such
                             governmental unit, or revenue derived from a
                             similar service that is regulated exclusively at
                             the state or federal level when said service is a
                             common carrier or utility service not subject to
                             regulation.

HEADEND:                     The control center of a cable television system,
                             where incoming signals are amplified, converted,
                             processed, and combined into a common cable along
                             with any origination cablecasting, for transmission
                             to Subscribers. Headend usually includes antennas,
                             preamplifiers, frequency converters, demodulators,
                             processors, and other related equipment.

INSTALLATION:                Shall mean the connection between Subscriber Drop
                             cable to Subscribers' terminals.

INSTITUTIONAL
NETWORK:                     The network of cables of frequencies upstream under
                             control of the City of Salem that connects Schools,
                             government agencies, and similar institutions to
                             the Cable System for retransmission Downstream to
                             the Subscriber network or to a network dedicated
                             specifically for the private use of Institutional
                             Network Subscribers.

INTERACTIVE ON-              
DEMAND SERVICES:             A service providing video programming to
                             Subscribers over switched networks on an on-demand,
                             point-to-point basis, but does not include services
                             providing video programming prescheduled by the
                             programming provider.

INTERACTIVE
SYSTEM:                      A two-way Cable System that provides a Subscriber
                             with the ability to enter commands or responses on
                             an in-home terminal and general responses or
                             stimuli at a remote location.

INTERCONNECT:                The physical connection of two or more Cable
                             Systems, or a Cable System and a communications
                             company facility.

                                       6
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LEASED ACCESS
CHANNEL:                     A cable television Channel or Channels, including
                             input facilities and equipment, specifically
                             designated for broadcasting which is provided by
                             means of a lease arrangement for cablecast airtime
                             between the Cable Operator and the Lessee. Shall
                             include without limitation all use pursuant to
                             Section 612 of the Act (47 USC 532).

LOCAL ORIGINATION
CHANNEL:                     A Channel providing programs that are produced by
                             the Cable Operator rather than those received by
                             television broadcast stations or pay Channel
                             distributors and other than those produced on
                             Public, Educational, and Governmental Channels.

MATERIAL BREACH:             Any substantial deviation from the terms and
                             conditions of this Franchise, including, but not
                             limited to, one or more causes for revocation as
                             described in the Franchise Ordinance.

MODIFICATION:                Shall mean any Modification, Modification
                             agreement, or amendment to the Franchise Agreement
                             entered into and between the Grantee and the City
                             and made a part of the Franchise Agreement.

ORDINANCE:                   Shall mean Ordinance #96-19, An Ordinance To
                             Establish A Cable Telecommunications Franchise For
                             the City Of Salem, Illinois dated August 5, 1996,
                             as may be amended from time to time (also referred
                             to as Franchise Ordinance).

PAY-PER-VIEW:                A usage-based fee structure used for cable
                             television programming in which the Subscriber is
                             charged a price for individual programs requested.

PERSON:                      Shall mean any individual, firm, corporation,
                             company, partnership, association, joint venture,
                             trust, or organization of any kind and the lawful
                             trustee, successor, transferee, assignee, or
                             personal representative thereof.

PUBLIC ACCESS
SYSTEM:                      A Public Access Channel or Channels specifically
                             designated as a non-commercial Public Access
                             Channel available on a first-come,
                             non-discriminatory basis, which may include
                             facilities and equipment for such use as agreed to
                             in the Franchise Agreement. Shall include without
                             limitation all use pursuant to Sections 611 and 612
                             of the Act (47 USC 531, 47 USC 532).

                                       7
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PUBLIC STREET:               Shall mean the surface and the space above and
                             below the surface of any public street, road,
                             highway, lane, path, alley, court, boulevard,
                             drive, avenue, parkway, driveway, or bridge, now or
                             hereafter held by the City which shall entitle the
                             City and the Grantee to the use thereof for the
                             purpose of erecting, installing, and maintaining
                             the Grantee's Cable System.

PUBLIC WAY:                  Shall mean the surface and space above and below
                             the surface of any conduit, tunnel, park, square,
                             waterways, utility easements, or other public
                             property now or hereafter held by the City which
                             shall entitle the City and the Grantee to the use
                             thereof for the purpose of erecting, installing,
                             and maintaining the Grantee's Cable System.

SCHOOLS:                     Any public or private elementary School, secondary
                             Schools, junior college, or university which
                             conducts classes or provides instruction services
                             which has been granted a certificate of recognition
                             by the State of Illinois.

SERVICE CALL:                Shall include calls to the Grantee regarding
                             outages, poor picture and sound quality, billing
                             problems which result in an adjustment to the
                             Subscriber's account, and Installation and
                             maintenance practices.

SHALL AND MUST:              Each is mandatory.

SUBSCRIBER:                  Shall mean any Person, firm, company, corporation,
                             or association who legally receives one or more of
                             the services provided by the Grantee's Cable System
                             and does not further distribute such services.

SUBSCRIBER DROP:             A cable which connects the tap or coupler of a
                             feeder cable to Subscriber's premises and
                             television set.

UPSTREAM CHANNEL:            A Channel which is transmitted in a direction from
                             the Subscriber's television set to the Headend.

VERTICAL BLANKING
INTERVAL:                    The unused lines in each field of a television
                             signal (seen as a thick band when the television
                             picture rolls over, usually at the beginning of
                             each field), that instruct the television receiver
                             to prepare for reception of the next field. Some of
                             these lines may be used for teletext and captioning
                             or maintain specialized test signals.

                                       8
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SECTION 2:  GRANT OF NON-EXCLUSIVE FRANCHISE

         SECTION 2.1: GRANT OF OPERATION

         The City of Salem hereby grants to Grantee the non-exclusive right and
         privilege to construct, erect, operate, and maintain in, upon, along,
         across, over and under Public Streets, Public Ways and public places
         now laid out or dedicated, and all extensions thereof and thereto, in
         the City, poles, wires, cables, underground conduits, manholes, and
         other television conductors, and fixtures or appurtenances necessary
         for the maintenance and operation of a Cable System for the
         interception, production, sale, and distribution of audio, video, data,
         voice, and radio signals.

         SECTION 2.2: RIGHT OF CITY TO GRANT OTHER FRANCHISES

         Nothing in this Franchise Agreement shall affect the right of the
         Franchising Authority to grant to any other Person a Franchise or right
         to occupy and use the Public Streets, Public Ways or public places or
         any part thereof for the erection, installation, construction,
         reconstruction, operation, maintenance, dismantling, testing, or repair
         or use of the Cable System within the City of Salem.

         SECTION 2.3: GRANTEE TO HAVE NO RECOURSE

         The Grantee shall have no recourse whatsoever against the City for any
         loss, cost, expense, or damage arising out of any provision or
         requirement of this Agreement or its regulation or from the City's
         authority to grant additional Franchises. This shall not include
         negligent acts of the City, its agents, or employees.

         SECTION 2.4: COMPLIANCE WITH FRANCHISE ORDINANCE

         Having fully examined all of the provisions of the Franchise Ordinance,
         Grantee hereby accepts the award of the non-exclusive Franchise and
         expressly promises and agrees to comply with all applicable laws. Where
         there is a conflict between the Franchise Ordinance and the Franchise
         Agreement, the requirements of the Franchise Agreement shall control.
         The parties agree that all future amendments to the City's Cable
         Ordinance will not be applicable to Grantee without the express
         agreement of the Grantee, unless such amendments are for the purpose of
         the public health, safety, and welfare, and/or are to comply with
         Federal and State laws.

                                       9
<PAGE>



SECTION 3.0: TERM OF AGREEMENT

         SECTION 3.1: EFFECTIVE DATE

         The Agreement and the Franchise granted hereunder shall become
         effective upon execution, establishment, and delivery of the security
         fund and certificates of insurance as required in Sections 14 and 16 of
         this Agreement.

         SECTION 3.2: TERM OF AGREEMENT

         The grant of this Franchise shall be for a term of Seven (7) years
         beginning on the Effective Date of this Franchise. No later than one
         (1) year prior to the expiration date of this Agreement, the City
         Council shall evaluate Grantee's overall performance of the terms and
         conditions of the Ordinance and this Agreement, including the upgrading
         of the Cable System. If the City Council determines, in its sole
         discretion, that the Grantee has complied with this Agreement,
         including completing the upgrade of the Cable System in a timely
         manner, the City Council shall approve extending the term of this
         Franchise for an additional Three (3) years.

         The Grantor and the Grantee agree that at such time as this Franchise
         may expire by its terms, the parties will adhere to the Franchise
         renewal procedures contained in 47 U.S.C. 546, as that provision may
         exist at the time of renewal.

         If the Franchise is not automatically extended after seven (7) years
         for an additional three (3) years pursuant to paragraph 3.2 above, the
         Grantee shall be deemed to have submitted on a timely basis the renewal
         notification required under 47 U.S.C. 546 so as to entitle Grantee to
         all legal and procedural rights to which it may be entitled.

         SECTION 3.3: MATERIAL BREACH OF FRANCHISE

         The Franchise Agreement may be terminated for Material Breach of any
         term or condition hereof or for violations of any material provision of
         this Agreement, as provided in Section 27 of this Agreement.

SECTION 4.0: ACCEPTANCE OF FRANCHISE

         SECTION 4.1: BINDING AGREEMENT OF TERMS AND CONDITIONS

         The City and Grantee agree to be bound by, and to timely and fully
         perform and fulfill all of the terms, conditions, inducements, offers,
         promises, provisions, and representations of this Franchise Agreement.
         Anything contained herein to the contrary notwithstanding, all
         provisions of this Agreement shall be binding upon the Grantee, its
         successors, lessees, delegees, or assignees.

                                       10
<PAGE>



         SECTION 4.2: ACCEPTANCE OF POWER AND AUTHORITY OF CITY

         The Grantee expressly acknowledges that in accepting the Franchise it
         has relied upon its own investigation and understanding of the power
         and authority of the City to grant this Franchise.

         SECTION 4.3: FILING OF FRANCHISE AGREEMENT

         A fully executed copy of the Franchise Agreement shall be filed for
         record in the Office of the City Clerk at the Grantee's expense within
         thirty (30) days after the same is filed with the Franchising
         Authority. The recorded copies of such acceptance shall be obtained and
         preserved by the City Clerk. If one or both of the aforementioned fully
         executed copies of the Agreement are not filed or deposited as
         required, the Agreement shall not take effect but shall be null and
         void until said copy or copies are filed or deposited with the
         Franchising Authority and/or the City Clerk.

         SECTION 4.4: PREVIOUS RIGHTS ABANDONED

         This Franchise shall be in lieu of any and all other previous rights,
         privileges, powers, immunities, and authorities owned, possessed,
         controlled, or exercisable by the Grantee or any successor pertaining
         to the construction, operation, or maintenance of a Cable System in the
         City. The acceptance of the Franchise shall operate, as between Grantee
         and the Franchising Authority, as an abandonment of any and all such
         rights, privileges, powers, immunities, and authorities within the
         City. All construction, operation, and maintenance by the Grantee of
         any Cable System within the City shall be under the Franchise and not
         under any other right, privilege, power, immunity, or authority.

         SECTION 4.5: REGULATORY AUTHORITY

         Grantee agrees that it is and shall be subject to the regulatory
         authority of the City as set forth in this Franchise Agreement and as
         the Franchise Agreement may from time to time be supplemented or
         amended pursuant to agreement of the parties and by applicable law.

         SECTION 4.6: COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

         In the event any valid law, rule or regulation of any federal and state
         governing authority or agency having jurisdiction, including but not
         limited to, the Federal Communications Commission or its designated
         successor, contravenes the provision of this Agreement subsequent to
         its adoption; then the provisions hereof shall be superseded by any
         such valid law, rule, regulation, to the extent that the provisions
         hereof are in conflict and contrary to any such rule, law, or
         regulation.

                                       11
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         SECTION 4.7: FRANCHISE VALIDITY

         The Grantee agrees, by the acceptance of this Franchise, to accept the
         validity of the terms and conditions of this Franchise in its entirety
         and that it will not, at any time, proceed against the Franchising
         Authority in any claim or proceeding challenging any term or provision
         of the Franchise as unreasonable, arbitrary, or void, or that the
         Franchising Authority did not have the authority to impose such term or
         condition.

         SECTION 4.8: FEE FOR PROFESSIONAL SERVICES PERTAINING TO FRANCHISE 
         RENEWAL AND TRANSFER

         The Grantee shall provide to the Franchising Authority with the
         executed acceptance of the Franchise, a non-refundable fee for the
         transfer or renewal of Grantee's cable Franchise which shall be applied
         to solely defray costs incurred by the Franchising Authority for
         professional services incurred through the Franchise renewal process or
         the process of transfer, delegation, or assignment of the Franchise.
         The Grantee shall pay to the City the actual costs incurred by the City
         for review, analysis, and preparation of documents related to the
         process of transfer, delegation, or assignment of the Franchise to an
         amount which shall not exceed four thousand dollars ($4,000.00). The
         Grantee shall pay to the City the actual costs incurred by the City for
         the process of renewal of the Grantee's cable Franchise to an amount
         which shall not exceed twenty five thousand dollars ($25,000.00)
         multiplied by the Consumer Price Index (CPI) annually over the life of
         the Franchise. The Grantee may, at its discretion, pass through its
         costs of transfer, delegation, assignment, or renewal of its Franchise
         to its Subscribers. Payments made to the City for reimbursement of the
         costs of transfer, delegation, assignment, or renewal shall not be
         considered as a part of the Franchise Fees paid to the City.

         SECTION 4.9: ILLEGAL OR WRONGFUL CONDUCT; INDUCEMENTS

         Grantee represents, warrants, and guarantees that neither it, nor its
         representatives or agents have committed any illegal acts or engaged in
         any wrongful or illicit conduct contrary to, or in violation of any
         federal, state, or local law or regulation in connection with the
         obtaining of the Franchise. The Grantee by acceptance of this Franchise
         acknowledges that it has not been induced to enter into this Franchise
         by any understanding or promise or other statement, whether verbal or
         written, by or on behalf of the City concerning any term or condition
         of this Franchise that is not included in this Agreement.

         SECTION 4.10: FURTHER REPRESENTATIONS OF GRANTEE

         The Grantee further warrants and represents as follows:

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                  A.       That Grantee is a Georgia partnership
                           authorized to do business in the State of Illinois,
                           in good standing and has full legal right and
                           authority to enter into and fully execute and perform
                           the terms of this Franchise Agreement;

                  B.       That all corporate action required to authorize the
                           acceptance of this Franchise Agreement, and execution
                           and delivery of this Franchise Agreement and all
                           other documents to be executed and/or delivered by
                           the Grantee pursuant to this Franchise Agreement, and
                           to authorize the performance by the Grantee of all
                           its obligations under this Franchise Agreement have
                           been validly and duly acted on and are in force and
                           effect; and

                  C.       That the Franchise Agreement and all other documents
                           executed and/or delivered by the Grantee have been
                           duly accepted and executed; and

                  D.       That the Grantee has the financial, legal, technical,
                           and construction capability to operate, maintain,
                           rebuild, and upgrade the Cable System pursuant to the
                           terms and conditions of this Franchise Agreement.

         SECTION 4.11: GRANTEE'S AUTHORIZED AGENT

         For purposes of this Franchise Agreement, Grantee authorizes and
         appoints the Regional Manager, Enstar Income Growth Program Six-A, L.P.
         d/b/a Falcon Cable TV, with offices located at 11 Clearing Avenue,
         Taylorville, Illinois 62568, to act as its registered agent, and
         represents to the Franchising Authority that such agent is authorized
         to accept notice and service on its behalf.

         SECTION 4.12: APPROVAL OF TRANSFERS, DELEGATIONS, OR ASSIGNMENTS OF 
         OWNERSHIP

         The Grantee shall comply with the provisions regarding transfers,
         delegations, and assignments of ownership as stated in Sections 8.1
         through 8.10 of the Franchise Ordinance; provided, however, that for
         the purposes of this Agreement, the following shall supersede the
         relevant provisions of Sections 8.1, 8.3, 8.7, and 8.9 of the
         Ordinance:

                  1.       Prior written consent of the City for a transfer,
                           delegation, or assignment of the Cable System shall
                           be required in those cases where there is a change in
                           the General Partner of the Grantee, a change of at
                           least five percent (5%) of the partnership of the
                           Grantee, or a change in the managing entity of the
                           Grantee or a shift in control of the Grantee where
                           such control is being substantially altered.

                                       13
<PAGE>



                  2.       The Grantee may undertake limited hypothecation of
                           the Cable System without the consent of the City
                           Council where the Grantee seeks to hypothecate any or
                           all of its assets in order to finance improvements to
                           the Cable System. Any hypothecation of the Cable
                           System contemplated by the Grantee shall be conducted
                           in compliance with appropriate Illinois State
                           Statutes.

                  3.       The Grantee and the Franchising Authority shall,
                           prior to review of the information required under
                           Section 8.6 (H), determine if said information shall
                           be covered under a confidentiality agreement between
                           the Franchising Authority and the Grantee, or if such
                           information shall be reviewed by the Franchising
                           Authority IN CAMERA. The Grantee shall not be
                           required to comply with Section 8.6 (L) of the
                           Franchise Ordinance as a result of an amendment to
                           Section 617 of the Cable Act regarding information
                           required under Section 8.6 (L) by the
                           Telecommunications Act of 1996.

                  4.       The City shall reserve the right to negotiate any
                           term or condition of the Franchise Agreement before
                           any final decision to approve the sale, transfer,
                           delegation, or assignment of the Franchise is
                           approved. Where the City has requested negotiation of
                           any term or condition of the Franchise Agreement,
                           such modifications to the Agreement under negotiation
                           shall only be accepted upon mutual agreement between
                           the City and the Grantee.

SECTION 5.0: SERVICE AREA COVERED BY FRANCHISE AGREEMENT

         SECTION 5.1: PRIVILEGE TO OPERATE WITHIN MUNICIPAL CORPORATE LIMITS

         The Franchising Authority hereby extends to the Grantee the privilege
         of operating the Cable System within the corporate limits of the City
         as now or in the future may exist as shown on the map found in Appendix
         A.

SECTION 6.0: RETRANSMISSION OF SIGNALS WITHIN A STRUCTURE

         Installation or Subscriber use of Cable System service which involves
         the retransmission of the signal or signals to multiple reception
         points within a structure shall be negotiated between the Grantee and
         the owner of the structure.

                                       14
<PAGE>



SECTION 7.0: SYSTEM IMPROVEMENTS

         SECTION 7.1: UPGRADE OF CABLE SYSTEM

         The Grantee shall upgrade its Cable System within the Franchise Area.
         In accordance with its proposal of October 19, 1995, the upgraded Cable
         System will include a fiber-optic trunk and node topology. The Grantee
         shall have a twenty-four (24) month time period to complete make-ready
         and physical reconstruction of its Cable System.

         Within one hundred eighty (180) days of the date of this Agreement, the
         Grantee shall submit a written report of the status of the upgrade.
         Such report shall be in reasonable detail to permit the Grantor to
         assess the progress of the Grantee toward completion of the upgrade.
         Thereafter, the Grantee shall submit supplemental written reports to
         the Grantor not less often than quarterly.

         Where the Grantee reasonably believes and can establish that additional
         time beyond the aforementioned twenty-four (24) months is necessary for
         the completion of the reconstruction of the Cable System due to
         circumstances beyond its control as described in Section 7.5 hereunder,
         Grantee may be given temporary relief from the twenty-four (24) month
         requirement by the City Council upon request to and review by the City
         Council. Prior to the Grantee's upgrading of its Cable System, Grantee
         shall install auxiliary power sources at its Headend and surge
         protectors in the Cable System within ninety (90) days from the
         effective date of this Agreement in accordance with the terms of
         Section 8.7 hereinbelow.

         SECTION 7.2: CHANNEL CAPABILITY OF CABLE SYSTEM

                    A.   Upon completion of the upgrade of the Cable System,
                         said system shall have a minimum Channel capability on
                         the Cable System of eighty-three (83) video programming
                         services. The Cable System shall have the ability to
                         support digitally compressed signals.

                    B.   Grantee shall provide the Franchising Authority with a
                         plan for implementation of no fewer than twenty-five
                         (25) additional Channels within three (3) months of the
                         completion date of the reconstruction of the Cable
                         System. Grantee shall begin to add Channels to the
                         Cable System within two (2) months after the
                         reconstruction of the Cable System is completed.
                         Thereafter, the Grantee shall meet with the Franchising
                         Authority on an informal basis to discuss planned
                         Channel additions.

                    C.   Grantee shall provide to all of its Subscribers all
                         components of the television signal (video and audio)
                         including, but not limited to, subcarriers and
                         information in the Vertical Blanking Interval to the
                         extent that such components are required to be carried
                         by applicable federal law. Notwithstanding the
                         foregoing, the Grantee shall, at all times during the
                         term of this Agreement, provide to all Subscribers the
                         component carried in Line

                                       15
<PAGE>



                         21 of the Video Blanking Interval. It is the intention 
                         of the foregoing sentence that the Grantee will provide
                         the necessary component of the signal required for 
                         reception of closed-captioning data for the hearing 
                         impaired.

                    D.   This Section shall supersede the provisions contained
                         in Section 13.1 of the Franchise Ordinance.

         SECTION 7.3: SERVICE REQUIREMENTS

         Grantee shall configure the Cable System to enable Upstream and
         Downstream Channel transmission of video, data, and audio signals.
         Amplifiers installed by the Grantee shall be capable of supporting
         two-way and interactive services throughout the Franchise Area with the
         addition of the appropriate modular insertions.

         Grantee shall design said Cable System to provide capability for
         two-way Interactive System programming, Upstream and Downstream Channel
         capacity, digital radio and FM services, and access Channels. Services
         shall also include the capability to retransmit stereo audio signals of
         commercial AM and FM radio stations and stereo audio signals carried on
         video broadcast and cablecast programming. Implementation of the
         services as enumerated in this Section shall be at the discretion of
         the Grantee.

         SECTION 7.4: BENEFITS TO SUBSCRIBERS

         During the period between the enactment of the Franchise Agreement and
         the completion of reconstruction of the Cable System, Subscribers in
         the Franchise Area shall be entitled to all other benefits specified in
         this Agreement except for increased Channel capacity and other
         facilities or services which are intended to be provided until after
         completion of the Cable System upgrade.

         SECTION 7.5: FORCE MAJEURE

         No penalties of any kind shall be imposed against the Grantee for
         delays in completing the upgrade of the Cable System when such delays
         are caused by the following: war, riot, insurrection, rebellion,
         strike, lockout, unavoidable casualty or damage to personnel,
         materials, or equipment, fire, flood, storm, earthquake, tornado,
         orders of a court of competent jurisdiction, any act of God, vendor
         caused equipment delays, and any cause beyond the control of Grantee.
         In the case of a vendor caused equipment delay, the burden of proof
         will be on the Grantee to show that the delay was solely the fault of
         the vendor and that the vendor was an established equipment provider at
         the time the order was placed.

         SECTION 7.6: CONTINUOUS AND UNINTERRUPTED SERVICE

         During such times when the Cable System is undergoing reconstruction or
         modification, the Grantee shall conduct construction activities in such
         manner that all Subscribers may reasonably receive continuous,
         uninterrupted service, except in the case of an emergency. In

                                       16
<PAGE>



         the event that it is necessary for the Grantee to interrupt Subscriber
         service for a period longer than three (3) hours in any part of the 
         City, the Franchising Authority shall be notified prior to the 
         interruption. Any interrupted service shall be subject to the 
         provisions of this Franchise Agreement.

         SECTION 7.7: PERIODIC TESTING AND COMPLIANCE WITH FCC STANDARDS

         Grantee shall comply with all Cable System testing regulations for
         video and audio signal quality, and signal leakage as specified in
         Title 47, Section 76, Subpart K of the Code of Federal Regulations.
         Regardless of the total number of tests mandated by the FCC or other
         federal rules applying to this system, Grantee offers and Franchising
         Authority agrees that Grantee shall perform inspection of no less than
         four (4) test points within the Franchise Area on a bi-annual basis
         when Grantee conducts FCC mandated proof-of-performance testing. No
         less than one (1) test point shall be at a widely scattered end of the
         longest cascade within the City. Grantee shall maintain periodic
         testing on this basis throughout the life of the Franchise. In
         conducting video and audio signal testing, Grantee shall follow testing
         procedures consistent with those set forth by the FCC. Grantee shall
         also comply with technical standards set forth by the FCC in providing
         those levels of video and audio signals which the FCC has deemed as
         being the minimum standards for cable TV reception. If the Grantee is
         found by the Franchising Authority to be in compliance with this
         Section, then the Grantee will be deemed to be in compliance with
         Section 13.4 of the Franchise Ordinance. In the event that the FCC
         allows the Franchising Authority through law or regulation to enact
         technical standards which exceed those of the FCC, then the Franchising
         Authority shall retain the right to adopt technical standards which
         exceed those of the FCC, but shall not do so until the Franchising
         Authority has consulted with the Grantee.

         SECTION 7.8: NEW SERVICES AND TECHNOLOGIES

         This Agreement may not restrain or prohibit Grantee from adding new
         services and/or technologies to the Cable System as they become
         available. Where Grantee contemplates addition of such services and/or
         technologies to the Cable System, Grantee shall make its best effort to
         notify the Franchising Authority within forty-five (45) calendar days
         of addition of such services and/or technologies, and, at a minimum
         within thirty (30) days, and provide a description of the proposed
         service(s) and/or technology or technologies to be implemented.

                                       17
<PAGE>



         SECTION 7.9: CONSTRUCTION BOND

         Upon initiation of the reconstruction of the Cable System, Grantee
         shall maintain and file with the Franchising Authority a Construction
         Bond in the amount of no less than Three Hundred Fifty Thousand Dollars
         ($350,000.00) or a sum of no less than the amount of ten (10) percent
         of the estimated Cable System reconstruction costs from a company
         authorized to do business in the State of Illinois and rated not lower
         than "B+" by Best Insurance Rating Service, to assure the satisfactory
         completion of the upgrading of the Cable System in accordance with this
         Agreement and the Franchise Ordinance. Once the upgrade has been
         completed, the Franchising Authority shall return the Construction Bond
         to the Grantee.

         SECTION 7.10: CONTINUOUS OPERATION

         Grantee shall operate and maintain its Cable System in a manner which
         will enable continuous twenty-four (24)-hour operation of all services
         as required herein.

         SECTION 7.11: TECHNICAL ASSISTANCE

         Upon the Franchising Authority's determination based on a reasonable
         belief that there are problems or deficiencies in Grantee's Cable
         System, and after the Grantee has received notice and opportunity to
         cure the problems or deficiencies in question, and such curative action
         has not addressed problems or deficiencies within the Cable System, the
         Franchising Authority may choose to engage a qualified technical
         consultant to aid the Franchising Authority in conducting oversight of
         the technical aspects of the Grantee's Cable System. The Franchising
         Authority may obtain the services for the technical consultant for a
         specific amount of time to be dedicated for said oversight and
         inspection. Grantee shall assume up to the amount of two thousand five
         hundred dollars ($2,500.00) incurred by the City for said technical
         consulting if problems or deficiencies are found.

SECTION 8.0: CONSTRUCTION STANDARDS

         SECTION 8.1: CONSTRUCTION TIMETABLE

         Grantee shall incorporate into this Franchise Agreement a best estimate
of a schedule for reconstruction of the Cable System, including Grantee's
timetable including phasing-in for commencement or enhancement of cable services
to Subscribers. Said schedule shall be provided to the Grantor within ninety
(90) days of the execution of this Agreement and shall be attached hereto as
Appendix B of this Agreement.

                                       18
<PAGE>



         SECTION 8.2: NON-STANDARD INSTALLATIONS

         Grantee shall build its Cable System so that it is capable of providing
         service to all residences and businesses located within the Franchise
         Area. Service will be provided at then-prevailing Installation charges
         except where the Subscriber Drop is not a standard Installation, in
         addition to the prevailing Installation charge, Grantee may charge the
         Subscriber the difference between Grantee's cost of installing a
         standard Installation and the cost of installing the non-standard
         Installation. For the purpose of this Agreement, a non-standard
         Installation shall mean a cable connection that is located more than
         one hundred fifty (150) feet from the existing distribution system, or
         such Installations where adverse terrain (such as excessive rocky
         conditions) or other factors render the extension of the system
         economically or technically more expensive or difficult than typically
         encountered by Grantee in its normal operations.

         SECTION 8.3: ADHERENCE TO ELECTRICAL AND SAFETY CODES

         The construction, installation, activation, re-activation, and
         operation of any portion of Grantee's signal origination or signal
         processing, or signal distribution system and equipment, including, but
         not limited to the towers, antennae, Headend, studio, trunk, and
         distribution system, drops, and fixed or portable equipment located on
         or off Subscriber-occupied property shall comply with all requirements
         of the applicable National Electrical Code (currently ANSI 70-1996 and
         replaced by subsequently promulgated editions), and the applicable
         National Electrical Safety Code (Currently ANSI C2-1996 and replaced by
         subsequently promulgated editions). Grantee shall at all times comply
         with other applicable federal, state, and local regulations, codes, and
         other ordinances of the City.

         SECTION 8.4: OVERHEAD AND UNDERGROUND INSTALLATION

                    A.   All cables and wires shall be installed parallel with
                         existing telephone and electric utility wires whenever
                         possible. Where the Grantee has erected or installed
                         multiple wiring configurations on utility poles, such
                         configurations shall be in parallel arrangements and be
                         properly bundled and lashed in accordance with
                         engineering considerations and the applicable safety
                         codes identified in Section 8.3. All installations
                         shall be underground in those areas of the City where
                         both telephone and electric utilities are underground
                         at the time of installation of the Cable System.

                                       19
<PAGE>



                    B.   In areas where both telephone and electric utility
                         facilities are above ground at the time of the
                         installation or reconstruction of the Cable System, the
                         Grantee may install its service above ground, provided,
                         however, that at such time as those facilities are
                         placed underground by the utility companies,
                         underground installations shall be in conformance with
                         all applicable construction, electrical, and safety
                         codes. Grantee will bury cable underground when pole
                         clearance cannot be reasonably obtained. Where
                         applicable, Grantee shall bury cable underground in
                         conduit under Public Streets to areas that cannot be
                         reasonably accessed. Grantee shall place its facilities
                         underground pursuant to the same terms and conditions
                         as all other utility companies. Underground
                         installations shall be in compliance with all
                         applicable construction, electrical, and safety codes.

         SECTION 8.5: GROUNDING

         All towers, antennas, satellite receive stations, and other exposed
         equipment of Grantee used in the provision of cable television service
         shall be properly grounded. Grantee at its discretion may properly
         ground said equipment in such a manner that exceeds normal engineering
         requirements, provided, however, that such grounding is in compliance
         with the National Electrical Code as referenced in Section 8.2 of this
         Agreement. Grantee shall also comply with grounding of system equipment
         and service connections as required under Section 13.8 of the Franchise
         Ordinance.

         SECTION 8.6: HEADEND FACILITY

         Indoor Headend components shall be wired according to applicable
         National Electrical Safety Code standards and shall be placed in a
         properly ventilated and air-conditioned environment. Outdoor Headend
         components, including but not limited to, towers, antennas, and
         satellite receive stations shall be properly anchored and wired in
         accordance with NCTA Standards of Good Engineering Practices (NCTA
         008-0477 EIA Standard RS-222C, "Structural Standards for Steel Towers
         and Antenna Supporting Structures") and shall be properly lighted in
         accordance with the appropriate Federal Aviation Administration and
         Federal Communications Commission rules and regulations as now or
         hereafter amended. The Headend shall be equipped with a standby
         auxiliary power supply for the purpose of maintaining operations during
         periods of outage, maintenance, or repair-related downtime.

                                       20
<PAGE>



         SECTION 8.7: OUTAGE PREVENTION

         Grantee shall take measures necessary to prevent Cable System service
         outages. Such measures shall include installing auxiliary power sources
         at the Headend within ninety (90) days from the effective date of this
         Agreement. As a part of its reconstruction of the Cable System, Grantee
         shall enable installation of surge protectors at each optical node
         location or included within any amplifier unit throughout the system,
         and installation of stand-by power supplies at each optical node
         location which shall have a capacity to provide power to the Cable
         System for a period of at least three (3) hours in such event where
         technology of outage prevention changes to the extent that a more
         efficient method of surge protection becomes available, the Franchising
         Authority and Grantee shall agree to a reconfiguration of surge
         protection devices and locations throughout the system. This Section
         shall supersede Section 13.7 of the Franchise Ordinance, provided that
         outages which occur as a result of service interruptions or maintenance
         are subject to the provisions of this Section.

         SECTION 8.8: EMERGENCY REMOVAL OF PLANT

         If, at any time, in case of fire or other disaster within the City, it
         shall become necessary in the judgment of the City to cut or move any
         of the wires, cables, amplifiers, power supplies, appliances, or
         appurtenances of the Grantee, City shall not be liable for cutting or
         moving, provided, however, that nothing herein shall be construed to
         preclude liability for willful and wanton acts.

         SECTION 8.9: DAMAGE TO CITY PROPERTY

         Where any damage is caused to any City property during construction,
         installation, or maintenance by Grantee, the cost of such repairs
         including all service and materials required by the City will be billed
         to the Grantee. The charges shall be paid within forty-five days of the
         date of billing or the City, at its option, may withdraw the cost of
         such repairs from the Security Fund established by Section 14 of this
         Agreement.

         SECTION 8.10: ENFORCEMENT OF USE OF PUBLIC STREETS AND PUBLIC WAYS

         Through its acceptance of this Agreement, Grantee agrees to comply with
         the provisions of this Agreement, the Franchise Ordinance, and other
         applicable ordinances, regulations, and codes of the City regarding the
         installation, maintenance, repair, excavation, and replacement of
         wires, cables, conduit, pedestal boxes, and other appurtenance
         installed upon or beneath the Public Streets and Public Ways belonging
         to the City. The City shall have the right to enforce the Franchise
         Agreement, Franchise Ordinance, and other appropriate ordinances,
         regulations, and codes where the City reasonably believes that Grantee
         has committed a violation. This Section shall not limit City from
         providing to Grantee a notice and opportunity to cure the violation
         when it is believed by the City that a violation has occurred.

                                       21
<PAGE>



         SECTION 8.11: CITY'S RIGHT OF CABLE SYSTEM INSTALLATION

         The City reserves the right during the life of this Franchise to
         install and maintain free of charge upon or in the poles and conduits
         of the Grantee any wire and pole fixtures necessary for municipal
         subsystems on the condition that such Installation and maintenance
         thereof does not interfere with the operation and any future use of the
         Grantee.

         SECTION 8.12: FAILURE TO PERFORM

         In the case of a failure to perform within the provisions of this
         Section, the Franchising Authority shall consider such failures to
         perform as a Material Breach of the Franchise. The Franchising
         Authority shall provide Grantee with notice and opportunity of no less
         than thirty (30) days to cure such violations, however, if Grantee
         fails to cure such violations after reasonable notice and opportunity
         have been provided, the Franchising Authority may consider Grantee to
         be in default of the Franchise and may, at its option, initiate any
         proceeding authorized by the Franchise Ordinance or this Agreement.

SECTION 9: INSTITUTIONAL NETWORK

         SECTION 9.1: INSTITUTIONAL NETWORK CAPABILITIES AND DETERMINATIONS BY 
         THE CITY

         As part of its system upgrade, Grantee may be required by the City,
         pursuant to the procedure below, to provide Institutional Network
         (I-Net) capacity to serve locations identified on the list and map in
         Appendix E. Following Grantee's completion of initial system design
         work, but prior to substantial system construction work, Grantee shall
         provide to the City alternative methods and estimated costs to provide
         one-way and two-way audio, video, voice, and data transmission from
         within the Institutional Network, and capability to connect to the
         Internet. The City shall then have a period of sixty (60) days in which
         to evaluate alternative Institutional Network approaches, possible
         benefits to the community, and the costs which would have to be paid by
         the City and cable Subscribers.

         Grantee may be required by the City to dedicate no more than two (2)
         strands of fiber-optic cable for non-profit institutional use in order
         to connect institutional users to the nearest fiber optic cable, either
         by fiber or by coaxial cable to one interior connecting point within
         each location listed in Appendix E, however, Grantee shall not be
         required to provide any additional wiring within such location, unless
         the Institutional User (herein defined as an applicable non-profit
         governmental unit, library, School, hospital or agency) and the Grantee
         have entered into an agreement committing the Institutional User to
         utilize the I-Net, including applicable usage charges, and to pay the
         Grantee the cost of any additional wiring required.

                                       22
<PAGE>



         If the City makes an initial decision to require Grantee to construct
         an I-Net, it shall determine whether the costs of constructing and
         installing the I-Net shall be paid directly by the City, or whether
         such costs shall be paid by cable Subscribers. If the City agrees to
         pay all costs required for construction and installation of the I-Net,
         Grantee shall charge only the incremental increase in labor and
         materials costs for the I-Net, over and above the costs Grantee
         otherwise would have incurred for its system upgrade. If, however,
         Grantee has to pass-through the costs of the I-Net to cable Subscribers
         as a part of their monthly bills, then Grantee may charge both the
         incremental costs of construction and interest costs which are
         permitted under FCC rules.

         SECTION 9.2: IMPLEMENTATION OF INSTITUTIONAL NETWORK

                    A.   As of the effective date of this Agreement, the Grantee
                         recognizes that the City and other identified I-Net
                         users will need a period of time to plan and organize
                         user applications for use of the I-Net. At such time
                         after the completion of the reconstruction of the Cable
                         System that the City and other I-Net user entities have
                         completed their plans for I-Net applications, the City
                         shall notify the Grantee that it is ready to begin
                         implementation of I-Net applications, and the Grantee
                         shall cooperate to the fullest extent in assisting the
                         City and any of the other identified I-Net user
                         entities listed in Appendix E with activating the
                         network. Such assistance shall include providing
                         appropriate switching and routing equipment at the
                         Headend.

                    B.   It is understood that each I-Net user entity shall be
                         responsible for providing its own end-user equipment;
                         provided, however, that the Grantee may, at its
                         discretion, participate in joint grant applications
                         between the City and the Salem Public School district,
                         to the State or Federal governments, or to private
                         sources, for the purpose of receiving outside funding
                         which would significantly defray the costs of end-user
                         equipment.

                    C.   The Grantee shall conduct tests of the I-Net cabling on
                         a bi-annual basis for video, audio, data, signal
                         quality, and signal leakage at such time when the City
                         or other user entities are using the I-Net. The grantee
                         may conduct such tests at the same time as it conducts
                         FCC Proof-of-Performance testing on the Cable System.
                         Grantee shall maintain the I-Net cable to the extent
                         that signal leakage, if any, falls within parameters
                         set by the FCC.

                    D.   The Grantee shall offer to each I-Net user entity which
                         has committed to the Grantee that it will use the
                         I-Net, the opportunity to separately contract with the
                         Grantee or the Grantee's subcontractor, for I-Net
                         maintenance, repairs, and technical assistance.

                                       23
<PAGE>



SECTION 10: CUSTOMER SERVICE

         SECTION 10.1: LOCAL FACILITY

                    A.   Grantee shall maintain on its own, or in concert with a
                         third party, a Customer Service Facility within the
                         boundaries of the City of Salem with the capacity to
                         accept payments, respond to repair, Installation, or
                         other Service Calls, distribute or receive Converter
                         boxes, remote control units, or other related
                         equipment, and receive service inquiries. The Grantee
                         shall notify the Franchising Authority in writing on
                         how it intends to comply with this provision.

                    B.   Within ninety (90) days of the acceptance of a
                         Franchise Agreement, said Customer Service Facility
                         shall be open to the general public at least a minimum
                         of forty-four (44) hours per week. Of that time, there
                         shall be a minimum of four hours on Saturday between
                         9:00 AM and 5:00 PM, and at least one day per week in
                         which the office is open between 8:00 AM to 10:00 AM,
                         and one day per week in which the office is open
                         between 5:00 PM and 7:00 PM.

         SECTION 10.2: EQUIPMENT

                    A.   A Subscriber may, at his option, obtain Converter box,
                         remote control, cable modem and/or digital stereo
                         equipment from any party for the reception of cable
                         video and digital audio signals. Grantee shall
                         condition cable service or the continuation thereof
                         under this Agreement on a Subscriber's purchase of
                         Converter box, remote control, cable on-line services,
                         and/or digital stereo equipment which is technically
                         compatible with Grantee's system and may be controlled
                         by the Grantee.

                    B.   In the event that a Subscriber seeks to purchase an
                         addressable Converter from an outside source other than
                         the Grantee, Grantee shall provide, upon inquiry by the
                         Subscriber, the brand and model number of its
                         addressable Converter box or boxes in use within the
                         Franchise Area. For the purpose of receiving cable
                         programming, the Subscriber shall be responsible for
                         notifying the Grantee and providing Grantee with
                         terminal and chip serial number information. The
                         Subscriber shall not be billed for equipment rental
                         charges, however, Grantee may, at its option, charge a
                         reasonable fee for activation of said Converter box,
                         remote control or cable modem unit. The Subscriber's
                         purchase of the aforementioned Converter box shall be
                         at his own risk. Grantee shall not be responsible for
                         any defects in the manufacture of said Converter box,
                         remote control, or cable modem, any repairs or
                         maintenance, or any compatibility-related issues.

                                       24

<PAGE>



                    C.   Upon disconnection of service by a Subscriber, all of
                         the Grantee's remaining cable equipment, except
                         internal Dwelling Unit or commercial unit wiring, shall
                         be removed at the Subscriber's request within a
                         reasonable time, such time not to exceed one (1) month.
                         The actual costs of removal of equipment above and
                         beyond that which is usually removed during a standard
                         disconnection shall be borne by the Subscriber. Grantee
                         shall also advise the Subscriber of the additional
                         costs prior to the removal.

                    D.   Grantee shall not compel a Subscriber to accept and pay
                         for any Converter Box with addressable capacity for the
                         Basic Service Tier or expanded basic service if the
                         Subscriber indicates that he or she does not desire
                         such equipment.

         SECTION 10.3: SOLICITATION OF SUBSCRIBERS

         Nothing shall prohibit Grantee from soliciting subscriptions prior to
         commencement of operation provided that each such potential Subscriber
         is advised in writing:

                    1)   That cable service is not immediately available;

                    2)   Of a reasonable estimate of time when the Cable System
                         will commence operations;

                    3)   That such Subscriber may cancel his or her subscription
                         at any time prior to the commencement of service and
                         thereby accrue no charge or penalty and that deposits,
                         if any, shall be refunded within thirty (30) calendar
                         days.

         Grantee shall provide to the Franchising Authority all solicitation
         materials received by a Subscriber in the solicitation or education of
         potential and current subscribers. All marketing, customer service,
         management, and salespersons shall identify themselves by name over the
         phone; or in person with a visible name/picture ID worn on the outer
         clothing.

         SECTION 10.4: COMPLAINT RESOLUTION PROCEDURE

         As a condition of this Franchise, Grantee shall implement a procedure
         to resolve Subscriber complaints in accordance with its internal
         policies and Section 19.10 of the Franchise Ordinance.

                                       25
<PAGE>



         SECTION 10.5: COMPLAINT PROCEDURE NOTIFICATION

         Grantee shall follow the procedure for handling Subscriber complaints
         as delineated in Section 19.10 (A)-(C) of the Franchise Ordinance.
         Within three (3) months from the date of execution of this Franchise
         Agreement, Grantee shall notify all current Subscribers of the
         complaint process, the rights to credits for outages, the service call
         response requirement, policies concerning disconnection and
         reconnection and the requirement to remove Grantee's equipment from
         Subscriber premises upon disconnection. Subsequently, Grantee shall
         provide this information on an annual basis. Upon execution of this
         Franchise Agreement, Grantee shall begin, within three (3) months,
         notifying all new Subscribers of the above specified information at the
         time original service is obtained.

         SECTION 10.6: COMMUNICATIONS TO SUBSCRIBERS

         Grantee shall provide at the time of Installation, at least annually,
         when there is a change to information provided Subscribers, and upon
         request by a Subscriber, that information which is required to be
         provided under Section 19.1 (A)-(F) of the Franchise Ordinance, along
         with the Grantee's policies regarding disconnection and reconnection of
         service.

         SECTION 10.7: REFUNDS

         Grantee shall establish and conform to the following policy regarding
refunds to Subscribers:

                  A.       If Grantee collects a deposit or advance charge on
                           any service or equipment requested by a Subscriber,
                           Grantee shall provide the service or equipment within
                           thirty (30) days of the collection of the deposit or
                           charge or it shall refund the deposit or charge
                           within 45 days thereafter. Nothing in this Agreement
                           shall be construed to:

                           1.       relieve the Grantee of any  responsibility 
                                    to Subscribers under any contractual
                                    agreements into which it enters with them;
                                    or

                           2.       limit Grantee's liability for damages
                                    because of its failure to provide the
                                    service for which the deposit or charge was
                                    made.

         SECTION 10.8: RESPONSE TO SUBSCRIBER COMPLAINTS AND SERVICE REQUESTS

                    A.   Grantee shall, under normal operating conditions,
                         answer telephones staffed by customer service
                         representatives, or through a service or automated
                         response system, within thirty (30) seconds, including
                         wait time, from when the connection is made. If the
                         call needs to be transferred, transfer time shall not
                         exceed ninety (90) seconds.

                                       26
<PAGE>

                         These standards stated herein shall be met no less than
                         ninety (90) percent of the time as measured on a 
                         quarterly basis under normal operating conditions. 
                         Grantee shall follow the definition for normal 
                         operating conditions as established by the FCC under 
                         Code of Federal Regulations Title 47, Section 
                         76.309 (c)(4)(ii).

                    B.   Grantee shall, under normal operating conditions,
                         assure that the customer obtain a busy signal no more
                         than three (3) percent of the time as measured on a
                         quarterly basis.

                    C.   Incoming telephone calls from Subscribers to the
                         Grantee shall not exceed an abandonment rate of five
                         (5) percent as measured on a quarterly basis.

                    D.   Grantee shall establish a maintenance service capable
                         of identifying, locating, and correcting system
                         malfunctions in an expeditious manner. Said service
                         shall be available on a twenty-four (24) hour basis,
                         seven (7) days per week to restore service of the Cable
                         System to Subscribers in the event of significant
                         deficiencies or failure of the Cable System.

                    E.   Grantee shall provide to Subscribers a listed local or
                         toll-free telephone number for service and repair
                         calls. The telephone number may be the same as that
                         required by Section 19.4 (A) of the Franchise
                         Ordinance.

                    F.   Excluding conditions beyond the control of the Grantee,
                         Grantee shall 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
                         12:00 Midnight, it shall complete the work necessary to
                         correct the interruption, the following day.

                  The Grantee shall begin action to correct interruptions not
                  later than 7:00 AM if the call is received after 12:00
                  Midnight. Excluding conditions beyond the control of the
                  Grantee, Grantee shall begin working on service calls and
                  service requests the same day the request is received, and in
                  no event shall the response time exceed 24 hours. For the
                  purpose of this Agreement, an outage shall be defined as
                  cessation of video and/or audio reception on one or more
                  Channels affecting three (3) or more Subscribers who receive
                  services from the same trunk, feeder line, or node, or who
                  receive service from the same Cable System tap serving a
                  multi-family dwelling. This Section shall supersede the terms
                  and conditions of Section 19.5 (C) of the Cable Communications
                  Ordinance.

                                       27
<PAGE>



                    G.   For Installation, and Installation-related activity
                         calls, the Grantee shall establish either a specific
                         time for an appointment with the customer, or at
                         maximum: 1. a four-hour time block from the effective
                         date of this Agreement; 2. Grantee, if feasible, shall
                         establish a goal of achieving a three-hour time block
                         for scheduling Installation, and Installation-related
                         activities within one year from the effective date of
                         this Agreement, and 3. a goal, if feasible, of
                         achieving a two-hour time block within two years from
                         the effective date of this Agreement and thereafter for
                         the duration of this Agreement. Said time blocks shall
                         be scheduled during the Grantee's hours of operations.
                         The Grantee may, at its discretion, schedule
                         Installation, or Installation-related activities
                         outside of its usual hours of operations for the
                         express convenience of the customer. This Section shall
                         supersede the terms and conditions of Section 19.5 (D)
                         of the Cable Communications Ordinance.

                    H.   Grantee, or its agents or designees, shall not cancel
                         an appointment with a customer after the close of
                         business on the business day prior to the
                         appointment.

                    I.   Upon completion of the service call, Installation, or
                         Installation-related activity, the customer shall
                         receive a notification of the service call. Grantee
                         may either notify the Customer in person, directly
                         contact a customer by phone, which may include
                         placing a message on the customer's answering machine
                         or voice mail if necessary, leave a notification
                         attached to the front door of the Subscriber's
                         premises, or send said report by United States mail
                         within fourteen (14) days of the service date if the
                         customer is not present at the time of the service
                         call.

                    J.   A representative of the Grantee shall contact a
                         customer in the event that a service repair
                         technician or other representative of the Grantee is
                         running late for an appointment and will be unable to
                         keep the scheduled appointment time. Grantee or its
                         representative shall reschedule the appointment, as
                         necessary, at a time which is convenient to the
                         customer.

                    K.   The Grantee shall issue a credit equal to one day of
                         service if the Grantee's technician is unable to make
                         a scheduled Service Call appointment or is unable to
                         complete a scheduled Service Call due to a late
                         arrival.

                    L.   The standards promulgated in Section 10.8 D-K shall
                         be met no less than ninety-five (95) percent of the
                         time measured on a quarterly basis.

                                       28
<PAGE>



         SECTION 10.9: MAINTENANCE OF CUSTOMER SERVICE COMPLAINT AND OUTAGE 
         RECORDS

         Grantee shall maintain customer service records in accordance with the
         records retention policy of Falcon Communications Corporation, a copy
         of which is attached as Exhibit F. Grantee shall notify the Franchising
         Authority prior to any change in said policy which affects the length
         said records are retained.

         SECTION 10.10: SUBSCRIBER PRIVACY

         The Grantee shall comply with all applicable local and state laws,
         rules, and regulations regarding the privacy of cable Subscribers, and
         shall fully comply with federal laws concerning the privacy of cable
         Subscribers as expressed in Section 631 et. seq. of the Cable
         Communications Policy Act of 1984 as now or hereafter amended (47 CFR
         551) or any successor provision.

SECTION 11: RATE REGULATION

         Grantee shall recognize the right of the City to exercise its authority
         to regulate rates for basic cable services and associated equipment and
         services necessary to provide basic cable service to Subscribers.
         Grantee shall abide by all applicable laws, rules, regulations, and
         orders with regard to rates and regulation thereof by the City as
         promulgated by the FCC and the City. City and Grantee agree that any
         amendment or modification of rules with regard to rates and regulation
         now or hereafter amended, shall apply to this Franchise Agreement.

SECTION 12: FRANCHISE FEES/USAGE OF FEES AND OTHER SUPPORT

         SECTION 12.1: FRANCHISE FEE CALCULATION

                    A.   As part of the consideration supporting the award of
                         this Franchise Agreement and City's permission to use
                         the Public Streets and Public Ways and lands of the
                         City, Grantee shall pay to the City on a quarterly
                         basis in the manner as specified in Section 11.1 of the
                         Ordinance which may include delivery by overnight
                         courier or a form of registered mail, an amount equal
                         to five (5) percent per year of Grantee's annual Gross
                         Revenues received, as permitted by law less refunds for
                         the quarter. Gross Revenue shall be defined as stated
                         in Section 1.0 hereinabove. To the extent permitted by
                         law, and in accordance therewith, increases in
                         Franchise Fees may be levied by the City after thirty
                         (30) days advance written notice is given to Grantee.

                                       29

<PAGE>



                    B.   Within one hundred twenty (120) days of the end of each
                         fiscal year of the Grantee, the Grantee will submit a
                         statement, sworn to as true and correct, by the Chief
                         Financial Officer or Comptroller of the Grantee,
                         setting forth the Gross Revenues received in the
                         Franchise Area. The Subscriber-related Gross Revenues
                         will be derived from the Grantee's Subscriber billing
                         reports and reported in accordance with the items set
                         forth in Section 11.1 (A-F) and (I) of the Ordinance.
                         The non-Subscriber Gross Revenues will be expressed as
                         a ratio of the number of Subscribers in the Franchise
                         Area and the total number of Subscribers in the
                         operational region in which the Franchise Area is
                         located. Such statement will also include the total
                         amount of refunds to Subscribers in the Franchise Area.
                         The provisions of this Subsection shall be deemed by
                         the Franchising Authority and the Grantee to have
                         satisfied Section 11.2 of the Cable Ordinance.

                    C.   The Franchising Authority and the Grantee agree that
                         the accounting records of the Grantee are not
                         maintained in a manner which permits the Grantee to
                         produce financial statements pertaining solely to the
                         operation of the Cable System in the City of Salem, or
                         to report information on non-Subscriber Franchise Fee
                         payments as specifically required in Section 11.1 (G-H)
                         and (J-K) of the Cable Ordinance. Therefore, the
                         reporting requirements for non-Subscriber Gross
                         Revenues contained herein shall fulfill the related
                         requirements for reporting non-Subscriber Gross
                         Revenues in the Cable Ordinance. The Franchising
                         Authority shall maintain its right to conduct
                         agreed-upon procedures evaluations (as stipulated in
                         this Section 12.1), and to audit, in accordance with
                         Section 11.3 and 12.1 of the Ordinance, this Section,
                         and Section 13.1 of this Agreement; provided, however,
                         that in conducting such agreed-upon procedures
                         evaluations or audit, the Franchising Authority shall
                         proceed in accordance with the terms and conditions of
                         Sections 12 and 13 of this Agreement.

         SECTION 12.2: PAYMENT OF FRANCHISE FEE IN THE EVENT OF TERMINATION OR 
         CANCELLATION

         In the event Grantee continues operation of any part or all of the
         Cable System beyond the cancellation or expiration of this Franchise
         Agreement, Grantee shall pay to the City the compensation as set forth
         hereinabove at the rate in effect at the time of such cancellation or
         expiration, and in the manner set forth in this Franchise Agreement,
         together with all taxes it would have been required to pay had its
         operation been duly authorized.

                                       30
<PAGE>



         SECTION 12.3: ACCEPTANCE OF PAYMENT

         The acceptance of any payment required hereunder by the City shall not
         be construed as an acknowledgment that the amount paid is the correct
         amount due nor shall such acceptance of payment be construed as a
         release of any claim which the City may have for further or additional
         sums due and payable.

         SECTION 12.4: FRANCHISE FEE RATE

         The City shall have the right to levy a Franchise Fee of no less than
         three percent (3%) and no more than five percent (5%) of Gross Revenues
         as defined herein. As of the effective date of this Agreement, the City
         and the Grantee recognize that the current base rate of the City's
         Franchise Fees shall be three percent (3%) of Gross Revenues, and
         further recognize that the City shall have the right to increase
         Franchise Fees up to a level of five percent (5%) of Gross Revenues
         upon ninety (90) days written notice to the Grantee.

SECTION 13: FRANCHISE FEE AUDITS OR AGREED-UPON PROCEDURES

         SECTION 13.1: RIGHT OF FRANCHISING AUTHORITY TO INSPECT AND AUDIT

         The Franchising Authority shall have the right to inspect Grantee's
         income records, worksheets, notes, journals, ledgers, and other such
         appropriate and relevant financial records. The Franchising Authority
         shall have the right of audit and to conduct agreed-upon procedures
         evaluations, and to require recomputation of any amounts determined to
         be payable under this Section and Section 12 hereinabove; provided,
         however, that those procedures for conducting such agreed-upon
         procedures evaluations or audits as performed by either the Grantee or
         the Franchising Authority that are stated in the Ordinance shall be
         superseded by those stated in this Agreement.

         SECTION 13.2: EXAMINATION OF RECORDS; EXPENSES AND COSTS

                  A. Grantee shall complete an agreed-upon procedures evaluation
                  by an independent and certified auditing firm every three (3)
                  years for the most recent year ended, during the life of this
                  Franchise beginning three (3) years from the effective date of
                  this Agreement, starting with the Fiscal year ending in 2000.
                  Such evaluation report shall be submitted within one hundred
                  twenty (120) days from the end of the fiscal year. The
                  Franchising Authority shall have the right to review the
                  agreed-upon procedures evaluation. If, upon the conclusion of
                  the Franchising Authority's review of the evaluation, the
                  Franchising Authority finds that based upon a reasonable
                  justification that sufficient cause exists for further
                  analysis of the Grantee's financial records, then the
                  Franchising Authority may conduct its own agreed-upon
                  procedures evaluation.

                                       31
<PAGE>



                           Grantee shall make available all records upon request
                           and with notice of the Franchising Authority or its
                           designee as are reasonably required for the
                           conducting of an agreed-upon procedures evaluation at
                           a location which the Franchising Authority has agreed
                           to. Examination of said records by the Franchising
                           Authority or its designee shall be conducted during
                           the Grantee's regular business hours. In the event
                           that certain necessary records or documents cannot be
                           made available at the location agreed to by the
                           Franchising Authority, Franchising Authority may, at
                           its option, send its designee to the location where
                           Grantee has stored such records.

                  B.       The cost of said agreed-upon procedures evaluation
                           and audit (as referenced in Section 11.3 and 12.1 of
                           the Ordinance) shall be borne by the Grantee if it is
                           determined that the Grantee's annual payment to the
                           City for the preceding year is increased by more than
                           four (4) percent, otherwise such costs shall be borne
                           by the Franchising Authority at its sole expense. The
                           aforementioned costs shall include all reasonable and
                           customary travel expenses incurred by the Franchising
                           Authority.

         SECTION 13.3: PAYMENTS OF AMOUNTS DUE

         Any additional amount due as a result of such audit or agreed-upon
         procedures shall be paid within thirty (30) days following written
         notice to the Grantee by the Franchising Authority which notice shall
         include a copy of the audit report or agreed-upon procedures report.

SECTION 14: SECURITY FUND; PERFORMANCE BOND

          A.   In accordance with the provisions of the Franchise Ordinance, the
               Grantee shall, as a security fund for the faithful performance by
               the Grantee of all terms and conditions of the Franchise, secure
               and provide a Security Fund to the City in the form of a cash
               escrow in the amount of five thousand dollars ($5,000.00) and a
               performance bond or corporate guaranty in substantially the form
               attached hereto in Appendix D, in the amount of forty thousand
               dollars ($40,000.00) in favor of the City granting the City
               authority to unilaterally draw down from said cash escrow,
               performance bond or corporate guaranty. Such cash escrow shall be
               used by the City to draw down liquidated damages for violation of
               the terms and conditions of the Franchise.

               In the event that the City should draw down from the cash
               escrow provided, the Grantee shall restore the value of said
               cash escrow or corporate guaranty to the total amount provided
               in this Agreement within thirty (30) calendar days. In the
               event that no withdrawals are required by the City during the
               first four (4) years of this Franchise Agreement, the amount
               of the security fund shall be reduced to three thousand
               dollars ($3,000.00).

                                       32
<PAGE>



               In the event that a withdrawal is required by the City within
               the first four (4) years of this Agreement, the amount of said
               security fund may be increased to an amount not to exceed
               seven thousand dollars ($7,000.00) in the reasonable exercise
               of the City's sole discretion upon sixty (60) calendar days
               notice to Grantee. Grantee shall not use the security fund for
               other purposes and shall not assign, pledge, or encumber said
               cash escrow or corporate guaranty for any purpose. The
               remaining portions of this Section shall continue to apply.

               The Grantee shall maintain, and by its acceptance of this
               Franchise agrees that it will maintain throughout the term of
               this Franchise, or any renewal, or extension thereof or as
               required in the Franchise Ordinance, a faithful performance
               bond running to the City, with at least one good and
               sufficient surety or other financial guaranty approved by the
               Franchising Authority, in the penal sum of forty thousand
               dollars ($40,000.00) conditioned upon the faithful performance
               of the Grantee and upon the further condition that in the
               event the Grantee shall fail to comply with any law,
               ordinances, or regulation governing the Franchise, there shall
               be recoverable jointly and severally from the principal and
               surety of the bond, any damages or loss suffered by the City
               as a result, including the full amount of any compensation,
               indemnification, or cost of removal or abandonment of any
               property of the Grantee, plus a reasonable allowance for
               attorney's fees and costs, up to the full amount of the bond.
               The bond shall contain the following endorsement:

               It is hereby understood and agreed that this bond may not be
               canceled nor the intention not to renew be stated until thirty
               (30) days after receipt by the City Clerk of the City by
               registered United States Mail of two (2) copies of a written
               notice of such cancellation or intention not to renew.

               Two (2) copies of the performance bond or certified copies
               thereof and written evidence of payment of required premium,
               shall be filed and maintained with the City Clerk during the
               term of the Franchise or any renewal thereof. The City Council
               shall consider a request from Grantee to reduce the amount of
               the performance bond after complete upgrading, construction,
               and installation of the Cable System.

         B.    The security fund provided pursuant to this Franchise
               Agreement shall become the property of the City as liquidated
               damages, in the event that this Franchise Agreement is
               terminated by reason of default of the Grantee or revoked for
               cause. Grantee, however, shall be entitled to return of such
               security fund or portion thereof as remains on deposit at the
               expiration of the term of the Franchise, or upon termination
               of the Franchise at an earlier date, provided that there is
               then no outstanding default on the part of Grantee.

                                     33
<PAGE>



         C.    The rights reserved to City with respect to the security fund
               are in addition to other rights of City, whether reserved by
               this Agreement or authorized by law, and no action,
               proceeding, or exercise of a right with respect to such
               Security Fund shall affect any other right that City may have.

SECTION 15: DAMAGES AND DEFENSE

         Grantee shall hold harmless City for all damages and penalties as a
         result of Grantee's construction, reconstruction, upgrade, operation,
         and maintenance of the Cable System. These damages and penalties shall
         include, but not be limited to, damages arising out of copyright
         infringement, defamation, and all other damages arising out of the
         construction, operation, maintenance, reconstruction, or upgrade of the
         Cable System authorized herein, whether or not any act or omission
         complained of is authorized, allowed, or prohibited by the Franchise.

SECTION 16: LIABILITY INSURANCE AND INDEMNIFICATION

         Grantee shall procure and maintain, throughout the term of this
         Franchise, liability workers's compensation, and those types of
         insurance referred to in Section 15 of the Franchise Ordinance, from an
         insurer licensed to do business in the State of Illinois carrying a
         rating of B+ by Best's Insurance Rating Services, and approved by the
         City. Said insurance shall insure Grantee and City with regard to all
         damages mentioned in Section 15 hereinabove and in Section 15.1
         (A)(1-3) of the Franchise Ordinance, in the minimum amounts of:

                  $ 2,000,000 for bodily injury or death to any one (1) person;

                  $ 2,000,000 for bodily injury or death resulting from any one 
                  (1) occurrence;

                  $10,000,000 for umbrella liability coverage.

         At the time of acceptance, Grantee shall furnish to Franchising
         Authority a certificate naming the City, its officers, agents, and
         employees as additional insureds. Such certificate shall require that
         the Franchising Authority be notified at least thirty (30) days in
         advance prior to any expiration, and thirty (30) days in advance prior
         to any cancellation. All premiums on policies required by this
         Franchise Agreement shall be at the expense of the Grantee.

                                       34
<PAGE>



SECTION 17: LIQUIDATED DAMAGES

         SECTION 17.1: DAMAGE AMOUNTS

         By acceptance of a Franchise granted hereunder, the Grantee understands
         and agrees that failure to comply with any time and performance
         requirements as stipulated under the Ordinance or this Franchise will
         result in damage to the City, and that it may be impracticable to
         determine the actual amount of such damage in the event of delay or
         nonperformance; therefore, the Grantee agrees that it shall pay to the
         City the following amounts which shall be chargeable to the Grantee:

               A.   For failure to substantially complete Cable System
                    reconstruction in accordance with the provisions of this
                    Agreement and the Franchise Ordinance unless the Franchising
                    Authority approves the delay, or unless such delay was
                    unavoidable under Section 7.5 of this Agreement, the amount
                    shall be five hundred dollars ($500.00) per day.

               B.   For failure to obtain a permit where construction,
                    reconstruction, or relocation of the Cable System or its
                    components within the Public Ways of the City is undertaken,
                    the amount shall be fifty dollars ($50.00) per day.

               C.   For failure of the Grantee to comply with construction,
                    operation, or maintenance standards, the amount shall be one
                    hundred dollars ($100.00) per day.

               D.   For failure to provide customer services as stated in
                    Section 10 of this Agreement or Section 19.1 et. seq. of the
                    Franchise Agreement, the amount shall be one hundred dollars
                    ($100.00) per day.

               E.   For failure to test, analyze, and report on the performance
                    of the Cable System following a request by the Franchising
                    Authority, the amount shall be one hundred dollars ($100.00)
                    per day.

               F.   For failure to provide data, documents, reports, or
                    information, or to cooperate with the Franchising Authority
                    during a performance review of the Cable System or during a
                    Franchise Fee audit or agreed-upon procedures evaluation,
                    the amount shall be one hundred dollars ($100.00) per day.

               G.   For failure to submit timely reports as required under this
                    Agreement and the Franchise Ordinance, the amount shall be
                    fifty dollars ($50.00) per day until such reports are
                    received by the Franchising Authority.

               H.   For failure to comply with the material provisions of this
                    Agreement for which an amount is not otherwise specifically
                    provided pursuant to this Section, the amount shall be one
                    hundred dollars ($100.00) per day.

                                       35
<PAGE>



         SECTION 17.2: RIGHT TO REDUCE OR WAIVE DAMAGES

         The Franchising Authority retains the right, at its sole discretion, to
         reduce or waive any of the above listed damage amounts where
         extenuating circumstances or conditions beyond the control of the
         Grantee are found to exist.

         SECTION 17.3: OTHER REMEDIES

         Exclusive of the damages provided hereinabove, a violation of any
         material provision of the Franchise Agreement shall be considered a
         separate violation for which a separate remedy available contractually,
         at law or in equity may be imposed.

         SECTION 17.4: PROCEDURE

               A.   The Franchising Authority shall notify the Grantee in
                    writing of any alleged violation(s) or failure to meet any
                    of the terms or provisions of this Franchise Agreement or
                    the Franchise Ordinance. The Grantee shall be given thirty
                    (30) days from the date of receipt of such notice to respond
                    in writing, stating its explanation for the alleged
                    violation(s) and what actions, if any, have been or are
                    being taken to cure the alleged violation(s) or lack of
                    compliance.

                    1.   Where the Grantee has failed to perform any of the
                         provisions of Section 8 of this Agreement, the
                         Franchising Authority shall consider such failures to
                         perform as a material breach of the Franchise and shall
                         provide the Grantee with notice and opportunity of no
                         less than thirty (30) days to cure such violations.
                         However, if Grantee fails to cure such violations after
                         reasonable notice and opportunity have been provided,
                         the Grantee may be considered to be in default of the
                         Franchise, and the Franchising Authority may, at its
                         option, initiate the procedure authorized in this
                         Section hereinbelow.

               B.   Upon receipt of the Grantee's response, the Franchising
                    Authority may accept the Grantee's explanation and/or remedy
                    proposed. Alternatively, if the Franchising Authority does
                    not accept the Grantee's explanation or believes that the
                    violation(s) will not be properly cured within a reasonable
                    period of time from the date of the original notice of the
                    violation(s), the Franchising Authority may send to the
                    Grantee a notice of its intent to penalize the Grantee.

               C.   Prior to issuing a notice of intent to penalize the Grantee,
                    the Franchising Authority shall hold a public hearing
                    providing due process at which testimony and evidence shall
                    be taken concerning the alleged violation(s).
                    Representatives of the Franchising Authority and the Grantee
                    shall be permitted to address the subject of the alleged
                    violation(s) and related issues

                                       36
<PAGE>

                    at the public hearing. The Grantee may submit evidence to 
                    the Franchising Authority that it is diligently pursuing 
                    reasonable actions to cure the alleged violation(s).

               If the Grantee shows that there are circumstances beyond its
                    control ("Force Majeure") which prevent it from immediately
                    curing the alleged violation(s), such a showing shall be
                    considered sufficient to relieve the Grantee from being
                    penalized for the alleged violation(s) or breach of this
                    Franchise Agreement or the Franchise Ordinance. The
                    Franchising Authority may require the Grantee to provide
                    periodic reports on progress being made to cure any
                    unresolved problem(s).

               D.   If, following a public hearing, the Franchising Authority
                    believes that the Grantee has violated this Franchise
                    Agreement or the Franchise Ordinance, the Franchising
                    Authority may issue a notice of intent to penalize the
                    Grantee.

               E.   The Grantee shall be given a period of fifteen (15) days
                    from the date of the issuance of the notice to cure any
                    alleged violation(s) of this Franchise or the Ordinance. If
                    the alleged violation(s) is not cured within the specified
                    fifteen (15) day period, the Franchising Authority may
                    penalize the Grantee.

                    Provided, however, that nothing in this Section shall be
                    construed to limit or restrict the Grantee's right to appeal
                    the Franchising Authority's actions in state or federal
                    court.

         SECTION 17.5: TIME IS OF THE ESSENCE

         Whenever any provision of this Agreement shall set forth any time for
         any act to be performed by Grantee, such time shall be deemed to be of
         the essence and the Grantee's failure to perform within the time
         allotted shall, in all cases, be sufficient grounds for the Franchising
         Authority to invoke an appropriate remedy or penalty, including the
         possible revocation of the Franchise Agreement.

                                       37
<PAGE>



         SECTION 17.6: FORCE MAJEURE

         In the event the Grantee is prevented or delayed in the performance of
         any of its obligations under this Franchise Agreement or the Franchise
         Ordinance by reasons 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, shortages of
         labor, acts or omissions or delays by utility companies upon whom
         Grantee is dependent for pole attachments or easement use, or any other
         event which is beyond the reasonable control of the Grantee, the
         Grantee shall have a reasonable time under the circumstance to perform
         its obligations under this Agreement or the Franchise Ordinance and 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 Agreement or the Franchise
         Ordinance nor shall it suffer any penalty relating thereto. In any
         event, in the case of technical violations not posing a safety hazard
         -- "Safety Hazard" being defined as one posing a reasonable likelihood
         of causing significant bodily injury if not repaired immediately -- the
         City shall grant the Grantee sufficient time to complete any required
         repairs and shall not assess penalties or liquidated damages against
         the Grantee so long as the Grantee makes a showing to the City that it
         is working promptly, diligently, and in good faith to correct the
         problem, and that the Grantee has given the City notice that it is
         making a diligent effort to correct the problem.

SECTION 18: PROGRAMMING SERVICES

     SECTION 18.1: REQUIRED CABLE TELEVISION PROGRAM SERVICES

          A.   Grantee shall provide the following cable services:

               1.   Over-the-Air Broadcast stations, including at least two or
                    more commercial, broadcast television stations which provide
                    Salem with news, sports, weather, and related information
                    specific to the Southern Illinois area, including stations
                    serving Salem on the effective date of this Franchise. Such
                    stations shall include Channels from the St. Louis, Missouri
                    Area of Dominant Influence (ADI) as designated by the FCC,
                    and may include those serving the Carbondale,
                    Champaign-Urbana, Charleston-Mattoon, Effingham, Harrisburg,
                    and Mount Vernon, Illinois ADI and the Paducah, Kentucky
                    Areas of Dominant Influence (ADI).

                                       38
<PAGE>


                    a.   Where a broadcaster providing Over-the-Air broadcast
                         service to the Grantee has not reached an agreement
                         with the Grantee for carriage of the broadcaster's
                         signal by the deadline established by the FCC for
                         consent to transmit said broadcaster's signal
                         ("Retransmission Consent"), the Grantee shall not be
                         obligated pursuant to this Franchise to carry said
                         broadcaster's signal until such agreement has been
                         reached.

               2.   All Public, Educational, and Governmental Access Channels as
                    required under Section 19 of this Agreement.

               3.   The spectrum of categories of broadcast, satellite, and 
                    other cable programming services comparable in quality, mix,
                    and level to those set forth in Section 18.1 (A-N) of the 
                    Franchise Ordinance and incorporated herein by reference.
                    Notwithstanding the foregoing, the Franchising Authority 
                    shall not require the Grantee to agree to any specific 
                    programming service or network in order to satisfy this 
                    Section's requirement.

               4.   A Local Origination Channel which provides Cable System
                    Subscribers within the Franchise Area information concerning
                    Salem, Marion County, and south-central Illinois, and such
                    requirements as stated in Section 18.3 of the Franchise
                    Ordinance. Such programming may include character-generated
                    messaging and tapes of local interest programming provided
                    to the Grantee by Persons or institutions located within 
                    Salem. In the event that no taped programming is provided to
                    the Grantee from the community during a calendar year, the 
                    Grantee shall not be penalized for failing to meet the 
                    requirements of this Section.

          B.   Notwithstanding the commitment as stated in Subsection
               A hereinabove, Grantee shall make its best effort to
               provide all Channels from the St. Louis, Missouri ADI
               as they exist as of the Effective Date of this Agreement.

     SECTION 18.2: FM PROGRAMMING

     Beginning in January, 1999, the Grantee shall survey its Subscribers to
     determine the need for a music service carrying FM radio signals in an
     analog or digital format. The Grantee may provide such music service if
     a market is present for receiving the music service.

                                       39
<PAGE>



     SECTION 18.3: MODIFICATIONS

     To the extent that Section 5.2 of the Cable Communications Ordinance is in
     accordance with Section 625 of the Cable Act, during the period in which
     this Agreement is in effect, the Grantee or the Franchising Authority may
     obtain Modifications of the requirements in the Franchise Agreement in the
     following manner and in accordance with Section 625 of the Cable
     Communications Policy Act of 1984, as now or hereafter amended:

          A.   Where the Grantee has requested that Modifications made to the
               Franchise be made on the basis of commercial impracticability,
               Grantee shall adhere to the requirements set forth in Section 5.2
               of the Franchise Ordinance regarding commercial impracticability.

          B.   In the case of any requirement for services, if the Grantee
               demonstrates that the mix, quality, and level of services
               required by this Franchise Agreement at the time it was granted
               will be maintained after Modification.

          C.   Upon receipt of a request by the Grantee for Modification of any
               requirement for facilities, equipment, or services, the
               Franchising Authority shall consider the request and grant or
               deny the request in a public proceeding within one hundred twenty
               (120) days of receipt of the request of Modification.

          D.   Notwithstanding the aforementioned sections herein above, Grantee
               may, upon thirty (30) days advance notice to the Franchising
               Authority, rearrange, replace, or remove a particular service
               required by this Agreement if: 1) the service is no longer
               available to the Grantee, or 2) the service is available only
               upon payment of a royalty required under 17 CFR 801(b)(2). The
               Grantee must be able to document and support the contention that
               the amount of the royalty constitutes an amount substantially in
               excess of the amount of payment required on the date of execution
               of this Franchise Agreement and the Grantee has not been
               specifically compensated through a rate increase or other
               adjustment.

          E.   The City may prohibit award of any proposed Modification to this
               Agreement pertaining to provision of services relating to Public,
               Educational, or Governmental Access.

                                       40
<PAGE>



SECTION 19: PUBLIC, EDUCATIONAL, GOVERNMENTAL (PEG) PROGRAMMING

         SECTION 19.1: ALLOCATION OF CHANNEL SPACE

         Within three (3) years from the effective date of this Agreement,
         Grantee shall dedicate an amount of bandwidth which is the equivalent
         of three NTSC six megahertz (6 Mhz) Channels for the allocation of
         Public, Educational, and Governmental Access System programming as
         specified herein.

         SECTION 19.2: USE OF PEG FACILITIES

         At such time during the life of this Franchise when the City of Salem
         is ready to utilize facilities to develop PEG access programming, and
         has notified the Grantee of its intent to begin to utilize Channel
         space and facilities to develop PEG access programming, use of
         facilities for Public, Educational, and Governmental Access System upon
         the Cable System shall be made available as provided herein under the
         conditions and in the manner provided by rules required hereinbelow, in
         connection with the production of that Public, Educational, and
         Governmental Access programming cablecast upon the system. The Grantee
         shall establish reasonable rules and procedures that are designed to
         promote the utilization of such Public, Educational, and Governmental
         Access programming upon the system and subject to the approval of the
         Franchising Authority, which approval shall not be unreasonably
         withheld, whereby the Grantee shall accept and cablecast such Public,
         Educational, and Governmental Access programming upon the system as
         shall be provided to the Grantee by all Persons and entities. The
         Grantee shall allow all Persons and entities desiring to cablecast
         Public, Educational, or Governmental broadcasting to produce such
         programming upon and electronically interface directly with the Cable
         System of the Grantee so as to effectively cablecast the Public,
         Educational, or Governmental Access programming. In determining the
         decision to cablecast said programming deriving from Public,
         Educational, or Governmental Access System, Grantee shall comply with
         all applicable laws and regulations established by the FCC concerning
         programming content. Grantee shall assist Public, Educational, and
         Governmental Access users with identification of programming resources
         which may benefit said users or their respective audiences.

         SECTION 19.3: PUBLIC ACCESS SYSTEM CHANNEL DESIGNATION

          A.   The Public Access System Channel shall be made available to the
               residents, organizations, and institutions of Salem. The
               facilities and equipment serving this Channel shall be made
               available to access users on a first-come, first-served basis, or
               where necessary, by a scheduled time for use on a reservation
               basis. No user shall encounter discrimination with respect to the
               scheduling or use of Public Access facilities or equipment.

                                       41
<PAGE>



          B.   The Grantee may establish rules and regulations governing the use
               of any studio, equipment, staff, or related resources. The
               Grantee may require the placement of a reasonable cash or credit
               deposit as a condition for the use of any studio equipment, or in
               lieu of said deposit, Grantee may require that users of access
               studio equipment present evidence of liability insurance covering
               the access user in the event of damage to said studio equipment.
               Grantee may also charge a reasonable fee for the reproduction of
               programming produced and completed by access users. Grantee may
               charge a reasonable fee for videotape necessary for the
               production or reproduction of access programming.

         SECTION 19.4: EDUCATIONAL ACCESS SYSTEM CHANNEL DESIGNATION

         The Educational Access System Channel shall be made available to
         educational institutions serving the City of Salem at no charge to such
         institutions. The Grantee may, in conjunction with local educational
         institutions, develop rules and regulations for the use of the
         Educational Access System Channel. Upon the request of an educational
         institution user of the Channel, Grantee shall provide educational
         programming available through cable operators or their consortiums, and
         assist said institutions with implementing curricula associated with
         such programming. Where charges or fees are required for such
         programming, the user shall be responsible for the payment of such
         charges or fees.

         SECTION 19.5: GOVERNMENTAL ACCESS SYSTEM CHANNEL DESIGNATION

               A.   The Governmental Access System Channel shall be reserved for
                    the use of the City of Salem, Marion County, such Townships
                    whose boundaries include any portion of the City of Salem,
                    and any other unit of local government which provides
                    services to all or any portion of the City of Salem.

               B.   The Governmental Access System Channel shall be available to
                    the City of Salem on a priority basis, then to other
                    governmental users on a first-come, first-served basis,
                    twenty-four hours a day. Grantee shall not levy a charge for
                    the use of the Governmental Access Channel. Grantee shall
                    provide to the City such devices necessary for text
                    insertion and modulation equipment.

         SECTION 19.6: CHANNEL AVAILABILITY TIMETABLE

         The Grantee shall observe the following timetable for implementing
         access Channels:

               A.   Within six (6) months of the time of notification from the
                    Grantee to the Grantor that the Grantor is ready to utilize
                    Channel space and facilities to develop PEG access
                    programming within the Franchise Area, Grantee shall
                    commence operation of the Governmental Access System
                    Channel.

                                       42
<PAGE>

               B.   Within nine (9) months of the time of notification from the
                    Grantee to the Grantor that the Grantor is ready to utilize
                    Channel space and facilities to develop PEG access
                    programming within the Franchise Area, Grantee shall
                    commence operation of a Channel which combines Public Access
                    and Educational Access programming.

               C.   One (1) year from the date of activation of service of the
                    combined Public and Educational Access System programming
                    Channel, the Franchising Authority and the Grantee shall
                    determine, based on usage of the combined Channel, the need
                    to implement a separate Public Access Channel. The
                    determination that a need for an additional (or second)
                    Channel shall be conditioned upon the following formula:
                    Anytime the first Channel is in continuous use with the
                    cablecasting of locally produced programming during at least
                    sixty percent (60%) of forty-five (45) hours per week during
                    any consecutive ten (10) week period, need will be
                    determined to exist. Provided, however, that printed or
                    character messages and repeat showings of programming shall
                    be excluded for purposes of determining the number of hours
                    utilized. If the usage ratio of the additionally designated
                    Channel should at any time fall below thirty percent (30%)
                    for ten (10) weeks based on the same formula, usage of that
                    Channel shall revert back to the Grantee.

                    If Grantee and the Franchising Authority find that such need
                    exists, Grantee shall commence operation of a separate
                    Public Access System Channel within two (2) months from the
                    date of such determination. In the event that determination
                    of need is not found to exist, Grantee and the Franchising
                    Authority shall meet every eighteen (18) months to determine
                    the need for a separate Channel, or upon the request of
                    either Public Access users or educational institutions.

               D.   Upon evidence provided by the Franchising Authority to the
                    Grantee that need for additional Channel space for Public,
                    Educational, or Governmental Access System programming
                    exists based upon the formula in Subsection C, Grantee and
                    the Franchising Authority shall discuss the terms and
                    conditions for provision of such amount of Channel space as
                    will be necessary to meet demonstrated community needs.
                    Provided that no more than four (4) Channels are dedicated
                    for PEG Access purposes at any one time.

                                       43
<PAGE>



         SECTION 19.7: PLAYBACK FACILITIES

         Grantee shall provide facilities and related television equipment for
         playback of live and taped access programming, including automated 
         playback.

         SECTION 19.8: ACCESS PROGRAMMING TRAINING

         Grantee shall have the option of providing to the City in lieu of the
         requirements for training to users of the access Channels of a studio,
         its equipment and facilities, a sum of monies to be paid to the City
         for the City's costs in providing said training and for developing
         appropriate rules and regulations governing the training of access
         users.

         SECTION 19.9: ACCESS FACILITIES AND SERVICES IN LIEU OF REQUIREMENTS 
         HEREIN

         Grantee shall have the option of providing to the City, or to the
         School District based upon the sole discretion of the City, in lieu of
         the requirements for provision of studio facilities, equipment, or
         other related services required under this Agreement, with the
         exception of Channel space, a sum of monies equivalent to the cost of
         studio facilities, equipment, training, maintenance, or other related
         services in the amount of up to One Hundred Thousand Dollars
         ($100,000.00) for the provision of Public, Educational, and
         Governmental Access programming. Said funding shall be provided to the
         City within three (3) months from the time of notification from the
         Grantee to the Grantor that the Grantor is ready to utilize Channel
         space and facilities to develop PEG access programming within the
         Franchise Area. The City, at its sole discretion, may request a portion
         of the aforementioned amount of funds based upon its initial needs and
         determination of costs for the provision of PEG access programming, and
         may, at a later date, request all or part of the remaining amount of
         funds available in order to pay for additional PEG programming
         equipment, training, maintenance, or services related directly to PEG
         access usage.

         SECTION 19.10: LEASED ACCESS CHANNEL SPACE

         Grantee shall, upon request by a Channel lessee, make available Channel
         space for leased access programming. The Grantee shall establish
         operating rules for Leased Access Channel space which shall be filed
         with the Franchising Authority prior to activation. With respect to the
         content of Leased Access Channel programming, Grantee shall adhere to
         all applicable FCC regulations. Grantee shall set forth a rate
         schedule, and shall file said schedule with the Franchising Authority
         on an annual basis. Grantee shall promulgate rules permitting public
         inspection of records of Persons requesting access time. Such records
         shall be retained on file by the Grantee for a period of three (3)
         years.

                                       44
<PAGE>



SECTION 20: SERVICES TO SCHOOLS AND GOVERNMENT BUILDINGS

         In accordance with the provisions of Section 20.1 (A-C) of the
         Franchise Ordinance, The Grantee shall provide, at no charge,
         Subscriber cable connections to all Schools and government buildings as
         identified in Appendix E. The Grantee shall provide at least one Cable
         System outlet to City Hall and the other government buildings
         identified in Appendix E. Grantee shall provide all Cable System
         connections free of charge, however, Grantee may charge the City for
         the labor and materials cost of any non-standard Installation as
         defined in this Agreement to any City building. Services to be provided
         at no charge to the aforementioned Schools and government buildings
         shall include Basic Service as defined in Section 1.0 of this
         Agreement, and all satellite programming tiers provided by the Grantee.
         In addition, Grantee shall provide Cable In The Classroom programming
         services to all Schools covered by the provisions of this Section.
         Where a governmental facility has requested premium cable services,
         including, but not limited to, Channels such as Home Box Office,
         Showtime, Cinemax, The Movie Channel, and Encore and any multiplexed
         Channels derived from such programming networks, such services shall be
         at the expense of the governmental entity and provided where allowable
         by law.

SECTION 21: EMERGENCY OVERRIDE

     A.   Grantee shall maintain appropriate equipment at its Headend facility
          which is designed to override the audio portion of each video cable
          Channel and substitute an audio emergency message which may be used by
          the Mayor or City Manager of Salem or an authorized designee. Said
          override equipment shall be used by the Mayor or City Manager or his
          designee to broadcast alerts of civil emergency in the event of fire,
          flood, tornadoes, or other similar severe weather, or civil defense.
          Grantee shall configure the emergency override equipment to accept
          remote activation by touch-tone telephone. Said configuration shall
          include backup by a standby power facility. Where necessary, Grantee
          and City agree to work jointly in incorporating the emergency alert
          notification into the City's disaster plan.

     B.   Upon requirement by the FCC to participate in the Emergency Alert
          System (EAS), Grantee shall provide notification to the City within
          thirty (30) calendar days of receipt of such notification from the
          FCC, and shall provide its procedures for emergency broadcast to the
          City.

                                       45
<PAGE>



SECTION 22: PERIODIC FRANCHISE REVISITATIONS AND EVALUATIONS

     A.   PERIODIC REVISITATIONS. Grantee and Franchising Authority shall,
          during the years of the third and fifth anniversaries of the Franchise
          Agreement, meet to revisit certain and limited elements of the
          Franchise Agreement and discuss potential changes to the Franchise
          which are necessitated due to technological or marketing changes in
          the field of cable telecommunications and the changing needs and
          interests of the community, or to bring the Franchise into compliance
          with state and/or federal law. At such meeting, Franchising Authority
          and the Grantee may discuss those issues related to the technologies
          and system upgrades affecting the operation of the Cable System, and
          services not addressed in this Agreement which may, as a result of new
          technology or marketing, be made available to the community. Based on
          the outcomes of said meeting(s) and discussion(s), the parties may
          request to amend the Franchise Agreement to incorporate proposed
          changes which have been agreed upon by the Franchising Authority and
          the Grantee. Franchising Authority and Grantee may, at their
          discretion, jointly agree to meet at more frequent intervals than
          those indicated hereinabove if so warranted. Franchising Authority
          shall provide Grantee with reasonable written notice of such meetings
          as referred to hereinabove for the purpose of discussing proposed
          changes to the Franchise Agreement.

     B.   EVALUATIONS. The Franchising Authority shall conduct an evaluation of
          Grantee's performance within ninety (90) days of the third and fifth
          anniversaries of the effective date of this Agreement, in accordance
          with the provisions of Section 6.1 through 6.5 of the Franchise
          Ordinance, and no later than one (1) year prior to the expiration of
          this Franchise in accordance with Section 3.2 of this Agreement. Where
          costs have been incurred by the Franchising Authority in conducting
          the evaluation, the Grantee shall be responsible for no more than
          one-half of the costs of only the Cable System testing portion of the
          evaluation if it is found that the Grantee has found that the Grantee
          did not follow proper testing procedures as prescribed by the FCC or
          the cable industry, or indicated that faults uncovered by repeated
          tests and assessments were caused by the Grantee. Where the evaluation
          has found the Grantee to be in compliance with the Franchise, and that
          Grantee's performance is in accord with the terms and conditions of
          the Franchise, including the ability of the Cable System to perform
          within FCC Technical Standards and the standards established by the
          National Electrical Code and National Electrical Safety Code, then the
          Grantee shall not be responsible for any portion of the costs of the
          evaluation. This Subsection shall supersede Section 6.6 of the
          Franchise Ordinance.

                                       46
<PAGE>



SECTION 23: MODIFICATIONS TO COMMUNICATIONS AND CABLE ACTS

         In the event that the Communications Act of 1934, the Cable
         Communications Policy Act of 1984, or the Cable Television Consumer
         Protection and Competition Act of 1992 or the Telecommunications Act of
         1996 are modified or amended in any manner that is mandatory, or the
         FCC modifies or alters any of its regulations pertaining to cable
         television which may affect any provision(s) of this Franchise
         Agreement, such provisions shall remain in effect until the effective
         date of such modifications, amendments, or alterations. The Franchising
         Authority and Grantee, upon notice that said modifications, amendments,
         or alterations may affect any provision(s) of this Agreement and prior
         to the effective date of said modifications, amendments, or
         alterations, or as soon thereafter as practical, shall meet in good
         faith to amend this Franchise Agreement accordingly.

SECTION 24: REVOCATION

         In addition to all other rights and powers retained by the Franchising
         Authority under this Franchise Agreement, the Franchising Authority
         reserves the right to revoke this Franchise Agreement and all rights
         and privileges of the Grantee in the event of a Material Breach of its
         terms and conditions. In interpreting the Franchise Agreement, material
         provisions shall include all labeled as such and all others, which
         under the facts and circumstances indicated, constitute a significant
         portion of this Franchise Agreement. A Material Breach by Grantee shall
         include, but is not limited to, those infractions contained in Section
         9.1 (A)-(G) of the Franchise Ordinance and those three uncured
         infractions of the provisions contained in Section 9.1 (H) of the
         Franchise Ordinance.

SECTION 25: RIGHTS AND REMEDIES

     A.   All rights and remedies given to City and Grantee by this Agreement
          shall be in addition to and cumulative with any and all other rights
          and remedies, existing or implied, now or hereafter available to City
          or Grantee, at law or in equity, and such rights and remedies shall
          not be exclusive, but each and every right and remedy specifically
          given by this Franchise Agreement may be exercised from time to time
          and as often and in such order as may be deemed expedient by City or
          Grantee and the exercise of one or more rights or remedies shall not
          be deemed a waiver of right to exercise at the same time or thereafter
          any other right or remedy. No delay or omission of City or Grantee to
          exercise any right or remedy, nor any such delay or omission shall be
          construed to be a waiver of or acquiescence of any default.

     B.   In the event that the Grantee contemplates the transfer, assignment,
          or delegation of its Cable System to a potential buyer, the City shall
          have the right to request information from the Grantee of such
          potential transfer, assignment, or delegation of the Cable System.
          Upon receipt of such request, the Grantee shall be required to respond
          in writing within twenty-one (21) calendar days.

                                       47
<PAGE>



SECTION 26: RIGHTS AND POWERS RESERVED BY CITY

         A.       Neither the granting of the Franchise nor any provision
                  governing the Franchise shall constitute a waiver or bar to
                  the exercise of any governmental right or power of the City.

         B.       The City shall have the right to intervene in any act or other
                  proceeding to which the Grantee is a party, in accordance with
                  applicable law or regulation. The Grantee specifically agrees
                  by its acceptance of the Franchise not to oppose such
                  intervention by the City.

         C.       The City reserves every right and power which is required to
                  be reserved or provided by an ordinance of the City, and the
                  Grantee by its acceptance of this Franchise, agrees to be
                  bound thereby and to comply with any action or requirements of
                  the City in its exercise of such rights and powers which have
                  been or may be enacted or established.

SECTION 27: SERVICE OF NOTICE

         A.       For purposes of this Franchise Agreement, Grantee authorizes
                  and appoints Enstar Growth Program Six-A, L.P. d/b/a Falcon
                  Cable TV, with offices located at 11 Clearing Avenue,
                  Taylorville, Illinois 62568 to act as its registered agent and
                  represents to the Franchising Authority that such agent is
                  authorized to accept notice and service on its behalf.

         B.       Grantee shall notify the Franchising Authority in writing,
                  thirty (30) days in advance, of any change in the registered
                  agent or representative(s) referenced hereinabove and provide
                  information regarding any change upon request by the
                  Franchising Authority.

         C.       Any notice or service served upon Grantee's registered agent
                  shall also be provided to the Local and Regional Managers and
                  Operations/Legal representatives as specified below. All
                  notices or other written communications required to be
                  provided to Franchising Authority or Grantee under any
                  provision of this Agreement, shall be deemed to be received by
                  the recipient thereof only when said notices or other written
                  communications are actually received in the office of the
                  recipient at the following addresses:

                  Franchising Authority:    Office of the City Clerk
                                            City of Salem
                                            101 South Broadway
                                            Salem, Illinois 62886

                                       48
<PAGE>




                  Grantee:                  Enstar Income Growth Program 
                                            Six-A, L.P.
                                            d/b/a
                                            Falcon Cable TV
                                            Regional Manager
                                            11 Clearing Avenue
                                            Taylorville, Illinois 62568


                  Grantee:                  Falcon Cable TV
                                            Division Office
                                            Division Vice-President
                                            1015-A Washington Square
                                            Washington, Missouri 63090

SECTION 28: ORAL MODIFICATION

         This Franchise Agreement shall not be changed, modified, or amended in
         whole or in part except in writing and signed by all of the parties.

SECTION 29: SEVERABILITY

         If any provision of this Franchise Agreement or the particular
         application thereof, shall be held invalid, the remaining provisions
         and their application, shall not be affected.

SECTION 30: ENTIRE CONTRACT

         This Franchise Agreement constitutes the entire contract between the
         parties and there are no other understandings, oral and written
         relating to the subject hereof.

SECTION 31: OBLIGATIONS TO CONTINUE THROUGHOUT TERM

         Unless otherwise specifically stated, all obligations under this
         Franchise Agreement shall continue throughout the entire term or
         extension of this Franchise Agreement.

SECTION 32: HEADINGS

         Section headings used in this Agreement are for convenience of
         reference only and shall not affect the construction of this Franchise
         Agreement.

                                       49
<PAGE>



SECTION 33: GOVERNING LAW

         This Franchise Agreement shall be governed insofar as applicable with
         the laws of the State of Illinois. Where federal jurisdiction applies,
         this Franchise Agreement shall be governed by the applicable laws and
         agencies of the United States Government.

Accepted By:

Enstar Income Growth Program Six-A, L.P.
d/b/a Falcon Cable TV
a California corporation

by: Enstar Income Growth Program Six-A, L.P.     City of Salem, Illinois
subject to applicable federal,
state, and local law

BY:  /s/ Howard Gan                              BY:  /s/ Leonard E. Ferguson
   ------------------------------                    --------------------------
TITLE:  V.P.                                     TITLE:  Mayor
       --------------------------                      ------------------------
ATTEST:  /s/ Laura Dainko                        ATTEST:  /s/ Jane Marshall
       --------------------------                       -----------------------
                                                             City Clerk

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