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     Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:
     INTEGRATE AND IMPROVE ACQUIRED CABLE SYSTEMS.  We seek to rapidly integrate
acquired cable systems and apply our core operating strategies to raise the
financial and operating performance of these acquired systems. Our integration
process occurs in three stages:
          SYSTEM EVALUATION.  We conduct an extensive evaluation of each system
     we acquire. This process begins prior to reaching an agreement to purchase
     the system and focuses on the system's:
        - business plan;
        - customer service standards;
        - management capabilities; and
        - technological capacity and compatibility.
          We also evaluate opportunities to consolidate headends and billing and
     other administrative functions. Based upon this evaluation, we formulate
     plans for customer service centers, plant upgrades, market positioning, new
     product and service launches and human resource requirements.
     standards for customer satisfaction and financial and operating
     performance, we:
        - attract and retain high quality local management;
        - empower local managers with a high degree of day-to-day operational
        - set key financial and operating benchmarks for management to meet,
          such as revenue and cash flow per subscriber, subscriber growth,
          customer service and technical standards; and
        - provide incentives to all employees through grants of cash bonuses and
          stock options.
          ONGOING SUPPORT AND MONITORING.  We provide local managers with
     regional and corporate management guidance, marketing and other support for
     implementation of their business plans. We monitor performance of our
     acquired cable systems on a frequent basis to ensure that performance goals
     can be met.
     The turn-around in our Fort Worth system, which our management team began
to manage in October 1998, is an example of our success in integrating newly
acquired cable systems into our operations. We introduced a customer care team
that has worked closely with city governments to improve customer service and
local government relations, and each of our customer service representatives
attended a training program. We also conducted extensive training programs for
our technical and engineering, dispatch, sales and support, and management
personnel. We held a series of sales events and service demonstrations to
increase customer awareness and enhance our community exposure and reputation.
We reduced the new employee hiring process from two to three weeks to three to
five days.
     OFFER NEW PRODUCTS AND SERVICES.  We intend to expand the array of products
and services we offer to our customers to implement our Wired World vision.
Using digital technology, we plan to offer additional channels on our existing
service tiers, create new service tiers, introduce multiple packages of premium
services and increase the number of pay-per-view channels. We also plan to add
digital music services and interactive program guides which are comprehensive
guides to television program listings that can be accessed by network, time,
date or genre. In addition, we have begun to