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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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     provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)
     and will be interpreted in a manner consistent with such intention.

          (d)  ADJUSTMENT OF TAX BASIS.  Profits and Losses described in Section
     6.2(e) will be allocated in a manner consistent with the manner that the
     adjustments to the Capital Accounts are required to be made pursuant to
     Treasury Regulation Sections 1.704-1(b)(2)(iv)(j), (k) and (m).
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          (e)  TRANSACTION WITH UNITHOLDER.  If, and to the extent that, any
     Unitholder is deemed to recognize any item of income, gain, loss, deduction
     or credit as a result of any transaction between such Unitholder and the
     Company pursuant to any of Code Sections 1272-1274, 7872, 483 and 482 or
     any similar provision now or hereafter in effect, and the Tax Matters
     Partner determines that any corresponding Profit or Loss of the Company
     should be allocated to the Unitholder who recognized such item in order to
     reflect the Unitholders' economic interests in the Company, then the
     Company may so allocate such Profit or Loss.

          (f)  INCOME RELATING TO PREVIOUS TRANSACTIONS.  To the extent that the
     Company recognizes, in any Fiscal Year, gross income attributable to:  (i)
     transactions occurring before the formation of the Company, involving a
     Person or its Affiliates who subsequently became a Member of the Company;
     or (ii) the contribution of assets or liabilities to the Company pursuant
     to the admission of the contributor as a Member, then such gross income
     shall be allocated to the Member participating in such transactions or
     contributions, as the case  may be.  This Section 8.2(a)(f) shall not apply
     to items of income or gain from ordinary business operations of the


          (a)  GENERALLY.  The income, gains, losses, deductions and credits of
     the Company will be allocated on a daily basis as if the Company closed its
     books on a daily basis, for federal, state and local income tax purposes,
     among the Unitholders in accordance with the allocation of such income,
     gains, losses, deductions and credits among the Unitholders for computing
     their Capital Accounts, except that if any such allocation is not permitted
     by the Code or other applicable law, the Company's subsequent income,
     gains, losses, deductions and credit will be allocated among the
     Unitholders so as to reflect as nearly as possible the allocation set forth
     in this Agreement in computing their Capital Accounts.

     taxable income, gain, loss and deduction with respect to any property
     contributed to the capital of the Company will be allocated among the
     Unitholders in accordance with Code Section 704(c) using the traditional
     method of Treasury Regulation Section 1.704-3(b) and the ceiling rule of
     Treasury Regulation Section 1.704-3(b)(1) so as to take account of any
     variation between the adjusted basis of such property to the Company for
     federal income tax