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            5.15.2 Schedule 5.15.2 sets forth a materially true and accurate
description of the following information relating to such Charter Party's
Systems as of the date of this Agreement:

                  (a) a description of the Basic Services, the Expanded Basic
Services, Pay TV and a la carte services available from each such Charter
System, and the rates charged by such Charter Party therefor, including all
rates, tariffs and other charges for cable television or other services provided
by each such Charter System;

                  (b) the stations and signals carried by each such Charter
System and the channel position of each such signal and station; and

                  (c) the cities, towns, villages, boroughs and counties served
by each such Charter System.

            5.15.3 Each of such Charter Party's Systems is capable of providing
all channels, stations and signals reflected as being carried on such Charter
System on Schedule 5.15.2.

      5.16 Taxpayer Identification Number. The U.S. Taxpayer Identification
Number for the Charter Parties are as follows:

      <S>                                       <C>       
      Charter Communications, LLC               43-1659860
      Charter Communications Properties, LLC    43-1792671
      Marcus Cable Associates, L.L.C.           75-2775560

      5.17 Finder and Brokers. Such Charter Party has not entered into any
Contract with any person which will result in the obligation of IPSE to pay any
finder's fees, brokerage or agent's commissions or other like payments
(collectively, "Agent's Fees") in connection with the negotiations leading to
this Agreement or the consummation of the transactions contemplated hereby.

      5.18 Related Party Transactions. Set forth on Schedule 5.18 hereto, are
the Contracts, agreements, arrangements or understandings between such Charter
Party and any of its Affiliates and between such Charter Party and any Allen
Affiliate included in or related to the Charter Assets.


      IPSE represents and warrants to the Charter Parties as of the date of this
Agreement and as of the Closing, as follows:

                                           IPSE/Charter Asset Exchange Agreement