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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
   being understood, however, that nothing contained in this Agreement shall in
   any manner affect the obligations of Holdings to Executive under the Holdings
   LLC Agreement or the rights of Executive under the MSCP Carry LLC Agreement
   or the TWI Carry LLC Agreement.

     (d)  Termination by Executive other than with Good Reason. If Executive
terminates his employment with the Company other than with Good Reason,
Executive shall be entitled to the same payments he would have received if his
employment had been terminated by the Company for Cause.

     (e)  Notice of Termination.  Any purported termination of employment by the
Company or by Executive shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 13(g) hereof. For purposes
of this Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.

     9.  Non-Competition.  (a) Executive acknowledges and recognizes the highly
competitive nature of the business of the Company and its affiliates and
accordingly agrees that, in consideration of this Agreement, the rights
hereunder, and any payments hereunder, from the date hereof until the earlier of
(i) the last day of the Employment Term, (ii) the last day of any Severance
Period and (iii) two years following Executive's Date of Termination (the "Non-
Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or
indirectly engage in the operation of any cable television system or any other
line of business in place at the Systems as of the Date of Termination within
one hundred miles of any geographic area where the Company or its affiliates
operate a cable system as of the Date of Termination during the Non-Compete
Term, whether such engagement is as an officer, director, proprietor, employee,
partner, investor (other than as a holder of less than 1% of the outstanding
capital stock of a publicly traded corporation), consultant, advisor, agent,
sales representative or other participant; provided, however, that, during the
Non-Compete Term, Executive will not be prohibited from engaging in any activity
in which Executive may engage while employed by the Company pursuant to the
terms of the Exclusivity Agreement.  Notwithstanding the foregoing, in no case
shall the Non-Compete Term extend less than one year following Executive's Date
of Termination.

     Notwithstanding any provision of this Agreement to the contrary, from and
after any breach by Executive of the provisions of this Section 9(a), the
Company shall cease to have any obligations to make payments to Executive under
this Agreement, it being understood, however, that nothing contained in this