RESOLUTION NO. CC98-751

RE: CABLE TV CONSENT - FANCH CABLEVISION OF COLORADO, LIMITED PARTNERSHIP TO US CABLE OF COASTAL-TEXAS, L.P.

WHEREAS, Fanch Cablevision of Colorado, Limited Partnership, a Delaware limited partnership ("Fanch") was granted the right by Jefferson County (the "County") to use County road rights of way and utility easements in order to construct, erect, maintain, and operate a cable television system within and serving the unincorporated limits of Jefferson County, Colorado, pursuant to a License Agreement dated June 1, 1998 (the "License Agreement"), and

WHEREAS, Fanch now owns, operates and maintains a cable television system ("System") in unincorporated Jefferson County, Colorado; and

WHEREAS, according to correspondence from Peter Locke, Vice President of Fanch, Fanch has entered into a Purchase Asset Agreement pursuant to which Fanch will transfer its entire interest in the System and the License Agreement to US Cable of Coastal-Texas, L.P., a Delaware limited partnership ("US Cable"); and

WHEREAS, US Cable and Fanch have requested the County consent to the assignment and transfer of the License Agreement to US Cable; and

WHEREAS, US Cable has represented that within thirty (30) days following the Closing Date (as defined below), it shall provide in a form acceptable to the County 1) a performance guarantee as required by Section 11 of the License Agreement; 2) a Certificate of Insurance meeting the requirements of Section 12 of the License Agreement; and 3) a Certificate of Good Standing from the Colorado Secretary of State's office.

NOW, THEREFORE, BE IT RESOLVED that the County hereby consents to and approves the transfer or assignment of Fanch's interest in the License Agreement to US Cable subject to the following conditions:

1. The closing for the transfer of Fanch's interest in the System to US Cable andFanch's assignment of Fanch's interest in the License Agreement to US Cable (the "Closing Date") shall occur on or before March 31, 1998; and

2. US Cable shall deliver to the County the performance guarantee, Certificate of Insurance and Certificate of Good Standing described above in a form acceptable to the County on or before April 30, 1999.

Commissioner Stone seconded the adoption of the foregoing Resolution. The roll having been called, the vote was as follows:

Commissioner Patricia B. Holloway Aye

Commissioner John P. Stone Aye

Commissioner Michelle Lawrence, Chairman Aye

The Resolution was adopted by unanimous vote of the Board of County Commissioners of the County of Jefferson, State of Colorado.

DATED: December 15, 1998