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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                                                                              22

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                           AVALON CABLE LLC

                                               /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary

                                           AVALON CABLE OF MICHIGAN
                                           HOLDINGS, INC.

                                              /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary



                                           AVALON CABLE HOLDINGS FINANCE, INC.

                                              /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary

Accepted as of the date thereof:

LEHMAN BROTHERS INC.,
  on behalf of the Initial Purchasers


By: /S/ Raymond A. Cubero
   --------------------------
   Name: Raymond A. Cubereo
   Title: Sr. Vice President