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      interests of any member of the Company Group or amend any of the terms of
      any securities of any member of the Company Group outstanding on the date
      hereof ;

            (h) except as previously disclosed to Buyer, change the rates or
      marketing practices applicable to any System without notifying Buyer;

            (i) enter into any Contract or Contracts relating to the Business
      that individually or in the aggregate call for payments, or otherwise
      involving expenditures, over their terms in excess of $100,000, except in
      the ordinary course of business consistent with past practice, and except
      for the renewal of any such Contract that would, but for such renewal,
      terminate in accordance with its terms prior to Closing;

            (j) enter into, or amend in any material respect, any Contract with
      @Home or any other party providing for Internet access to the Company
      Group's customers;

            (k) engage in any line of business, or enter into any Contract,
      unrelated to the Business;

            (l) incur any debt not having market terms for bank debt and that is
      not repayable without penalty or premium within six months of the Closing

            (m) become a guarantor or surety of any indebtedness of any other

            (n) take any action that could reasonably be expected to cause the
      condition described in Section 9.2 to become untrue; or

            (o) take, or agree in writing or otherwise to take, any of the
      foregoing actions or any actions.

      7.4 Delivery of Documents to Buyer.

      The Company covenants that, to the extent that it has not already done so,
the Company will insofar as practicable deliver or otherwise make available to
Buyer for inspection, at the locations where the General Partner or the Company
Group maintains such information, the following within thirty (30) days after
the date hereof, or as specifically delineated below:

                  (i) the Company's most recently prepared managerial reports
                  and customer accounting records, which shall include a
                  customer accounts receivable aging report summarizing,
                  respectively, customers whose accounts are at least one, two,
                  and three or more Monthly Billing Periods overdue, for the
                  last (or then most recently concluded) regular Monthly Billing
                  Period. The Company further covenants to deliver to Buyer the
                  monthly customer accounting records within 20 days after the
                  end of each calendar month prior to the Closing and to deliver
                  the managerial reports as soon as practicable.