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                                                                    EXHIBIT 10.1


                        ENSTAR COMMUNICATIONS CORPORATION
                       12444 Powerscourt Drive - Suite 100
                            St. Louis, Missouri 63131



                               September 29, 2000


VIA ELECTRONIC MAIL

Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania  18201-3421
Attention:  Terrence J. Herron, Vice President

         Re:      Enstar Communications Corporation

Ladies and Gentlemen:

         Reference is hereby made to that certain Asset Purchase Agreement by
and among Multimedia Acquisition Corp. ("Buyer"), and Enstar Income Program
1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth Program
Six-A, L.P., Enstar VII, Enstar VIII and Enstar X, Ltd. (collectively,
"Sellers," and each individually, a "Seller"), dated as of June 21, 2000 (the
"Purchase Agreement"). Capitalized terms used and not otherwise defined herein
shall have the meanings given to them in the Purchase Agreement.

         For and in consideration of the mutual covenants set forth in the
Purchase Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as
follows:

         1.       The Purchase Agreement is hereby deemed amended and
supplemented as follows:

                  (a) (i) In the event that Sellers enter into the Settlement
                       Agreement (as defined herein), whether before or after
                       the Closing, Buyer expressly agrees that it shall be
                       bound by the terms of, and shall fully perform the
                       obligations set forth in, Sections 8.1 through 8.3 of the
                       Settlement Agreement, insofar as such terms and
                       obligations relate to the Systems acquired by Buyer under
                       the Purchase Agreement. The Purchase Price payable to
                       each Seller shall be reduced, pursuant to Section 3.3(b)
                       of the Purchase Agreement or thereafter, by the amount of
                       (A) $20.00 for each claim made under the Settlement
                       Agreement with respect to any of such Seller's Systems by
                       a claimant that is a then-current customer of any such
                       Systems, and (B) $9.95 for each claim made under the
                       Settlement Agreement with respect to any of such Seller's
                       Systems by a claimant that is a former customer of any
                       such Systems; each of which claims shall have been made
                       in accordance with the terms of the Settlement Agreement
                       and shall be evidenced by documentation demonstrating, to
                       Sellers' reasonable satisfaction, Buyer's satisfaction of
                       such




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             claim. Buyer agrees to indemnify and hold harmless Sellers and
             their Affiliates from and against any and all claims, costs and
             expenses based on or arising out of Buyer's failure to fully comply
             with and perform the obligations set forth in Sections 8.1 through
             8.3 of the Settlement Agreement insofar as related to the Systems
             acquired by Buyer under the Purchase Agreement; provided that Buyer
             shall have no obligation to indemnify Seller with respect to any
             claim by any former customer under Section 8.1.2 of the Settlement
             Agreement that shall be paid by Seller or any Affiliate (or any
             third party hired by Charter to administer the distribution of
             benefits) directly to such former customer. It is expressly agreed
             and understood that Buyer is not assuming and shall not be bound by
             any term or provision of the Settlement Agreement other than as
             expressly set forth herein.

             (ii) For purposes hereof, the "Settlement Agreement" means the
             Global Class Action Settlement Agreement (and any other settlement
             agreement, as the case may be) pursuant to the class action lawsuit
             titled Unfried, et al. v. Charter Communications Holding Company,
             LLC, et al., Civil Action No. 99-L-48, Third Judicial Circuit,
             Madison County, Illinois, and related litigation, substantially in
             the form of the draft Global Class Action Settlement Agreement with
             respect to such lawsuit dated July 28, 2000.

         (b) From the date hereof through the date that is one (1) year
             following the Closing, without Buyer's consent, neither Sellers,
             Charter nor any of Charter's subsidiaries will solicit the
             employment of persons who were employees of the Systems as of the
             date of the Purchase Agreement or who become employees of the
             Systems prior to Closing, other than (i) any such employee who does
             not accept Buyer's offer of employment; and (ii) any Transferred
             Employee whose employment is terminated by Buyer following the
             Closing.

2.       Section 4.12 of the Purchase Agreement is hereby deemed amended by
         adding the following phrase following the words "Section 4.8(b)": "and
         except as set forth in Schedule 4.12," and Schedule 4.12, which is
         attached hereto, is hereby deemed incorporated into the Purchase
         Agreement and made a Schedule thereto for all purposes.

3.       Except as expressly set forth herein, the Purchase Agreement shall
         remain in full force and effect.






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         Please indicate your acceptance of the foregoing terms by signing this
letter in the space provided below and returning it to the undersigned.



                                Very truly yours,

                                ENSTAR INCOME PROGRAM 1984-1, L.P.
                                ENSTAR INCOME PROGRAM IV-3, L.P.
                                ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
                                ENSTAR VII
                                ENSTAR VIII
                                ENSTAR X, LTD.

                                By:  Enstar Communications Corporation,
                                     General Partner




                                     By: /s/ Ralph G. Kelly
                                        ----------------------------------------
                                        Ralph G. Kelly
                                        Senior Vice President - Treasurer


ACCEPTED AND AGREED TO:

MULTIMEDIA ACQUISITIONS CORP.


By:  /s/ Terrence J. Herron
   -----------------------------
   Name:  Terrence J. Herron
   Title: Vice President











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                                  Schedule 4.12

                             Litigation - All Sellers


Sellers are defendants in a class action lawsuit titled Unfried, et al. v.
Charter Communications Holding Company, LLC, et al., Civil Action No. 99-L-48,
in the Third Judicial Circuit, Madison County, Illinois, involving customer late
fees assessed by Sellers. Sellers anticipate that the case will be settled
pursuant to a "Global Class Action Settlement Agreement," currently being
negotiated, by which each Seller and its respective successors and assigns would
be bound.