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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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           WHEREAS, The Franchise is in full force and effect without default
           thereunder by Franchisee as of the date hereof in accordance with its
           terms and conditions as set forth therein, and Renaissance has
           agreed to comply with the Franchise and applicable law from and after
           the completion of the transfer; and

           WHEREAS, Renaissance will need to grant one or more security
           interests and/or liens in or upon the Franchise and the System from
           time to time on or after the closing date of the transfer in order to
           secure the present and future indebtedness of Renaissance.


           1.    Franchising Authority acknowledges that it has received a
complete Transfer Application.

           2.    Franchising Authority does hereby consent to the transfer of
the Franchise and all of Franchisee's rights, powers and privileges under the
Franchise from Franchisee to Renaissance.

           3.    The foregoing consent to the transfer and assignment of the
Franchise shall be effective upon the consummation of the transfer of the assets
of the System by Franchisee to Renaissance, at which time Franchising Authority
shall automatically release Franchisee and its predecessors from all obligations
and liabilities under the Franchise that relate to periods from and after such
date. Notice of the date of such consummation shall be given to Franchising

           4.    Franchising Authority hereby consents to a transfer of the
Franchise or control related thereto to any entity controlling, controlled by or
under common control with Renaissance.

           5.    Renaissance is authorized to pledge, mortgage, transfer in
trust and otherwise hypothecate the property and assets used or held for use in
connection with the ownership and operation of the System, including the
Franchise, and the parties owning or controlling Renaissance are authorized to
pledge, mortgage, transfer in trust and otherwise hypothecate their equity
interest in Renaissance as collateral security for such loans and financing (or
for guarantees of such loans and financing) as may be incurred or assumed by
Renaissance from time to time in connection with the ownership and operation of
the System.

           6.    Franchising Authority hereby confirms that, to its knowledge:
(a) the Franchise is currently in full force and effect and expires on August
28, 2012; (b) Franchisee is currently the valid holder and authorized grantee of
the Franchise; (c) Franchisee is in