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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
          In Witness Whereof, the parties hereto have entered into this
Exclusivity Agreement or have caused this Exclusivity Agreement to be duly
executed by their respective authorized officers, in each case as of the day and
year first above written.

                                          MORGAN STANLEY CAPITAL
                                          PARTNERS III, L.P.

                                          By:  MSCP III, L.P.,
                                               as General Partner

                                          By:  MORGAN STANLEY CAPITAL
                                               PARTNERS III, INC, as General  

                                          By:  /s/ Lawrence B. Sorrel
                                               Name:  Lawrence B. Sorrel
                                               Title: Managing Director

                                          By:  /s/ Michael M. Janson
                                               Name:  Michael M. Janson
                                               Title: Managing Director