MMDS CHANNEL LEASE AGREEMENT

This MMDS Channel Lease Agreement (this "Agreement") entered into this 10th day of October, 1991, between Lawrence N. Brandt, having his principal place of business at 3201 New Mexico Avenue, N.W., Washington, D.C. 20016 (hereinafter referred to as "Lessor" or "Brandt"), and New England Wireless, Inc., (and any other entities owned or controlled by NEW), a Vermont corporation, having its principal place of business at 56 Green Street, Bellows Falls, Vermont 05101 (hereinafter referred to as "New England Wireless" or "Lessee").

WITNESSETH

WHEREAS, Lessor is the Federal Communications Commission (hereinafter referred to as the "FCC"), applicant and tentative selectee for a four channel Multichannel Multi point Distribution Service Station (hereinafter referred to as the "MMDS Station"), to operate on Channels E-1, E-2, E-3, and E-4 (hereinafter referred to as the "Channels"), as designated by Subpart K of Part 21 of the FCC's Rules, serving Burlington, Vermont area (hereinafter referred to as the "Market Area " or the "Burlington Market Area "), by line-of-sight transmissions from the MMDS Station.

WHEREAS, Lessee is undertaking to build and operate a wireless cable system to serve the Burlington Market Area; and

WHEREAS, Lessor is desirous of leasing service on all of the Channels to Lessee and Lessee is desirous of leasing such service from Lessor.

NOW, THEREFORE, in consideration of the premises and of mutual promises, undertakings, covenants and conditions set forth herein, the parties hereto do hereby agree as follows:

1. Use of the Channels.

(a) Leased Time. Lessor hereby leases to Lessee the complete transmission capacity on all of the Channels 24 hours a day, seven days a week, every week, as necessary for Lessee's use of the Channels for transmission of Lessee provided video and audio programming, data and other information in connection with Lessee's wireless cable business at reception points selected by Lessee in the Market Area (the "Wireless Cable System") commencing on the day the MMDS Station is constructed and extending for the term of this Agreement and any renewal (s) thereof.

(b) Scope of Use. The transmission capacity may be used by Lessee for any legal purpose as part of its Wireless Cable System, without any restriction on the substance, format or type of information or signal to be transmitted there over except that Lessee shall not transmit video and audio programming, data and other information that does not comply with FCC rules and policies or any other applicable federal, state or local requirements, including, but not limited to, FCC policies concerning indecent or obscene programming.

(c) Obligation to Transmit. Nothing in this Agreement shall be construed to obligate or create a duty on the part of Lessee to actually provide to Lessor for transmission any minimum amount of video and audio programming, data or other information during that air time covered hereby, but the absence of programming shall not relieve Lessee of its obligation to pay Lessor the fees due hereunder.

(d) Preemption. The use of the Channels leased hereunder are subject to preemption by Lessor in accordance with any requirement or order of the FCC or any other local, state or federal regulatory authority with jurisdiction over the operation of the Channels. However, in the event such preemption exceeds 168 consecutive hours on any one of the Channels or a total of 336 hours in any thirty (30) day period on any or all of the Channels, Lessee may terminate this Agreement without further liability to Lessor.

2. Term.

(a) Initial Term. Subject to the provisions for earlier termination contained in Section 11 hereof, the term of this Agreement shall commence upon the date first written above and shall continue in full force and effect for a period of five (5) years from the Start Date as defined in Section 6 hereof. Said period is hereinafter referred to as the "Initial Term."

Renewal Term. Subject to the provisions for earlier termination contained in Section 11 hereof, the term of this Agreement shall automatically be extended for up to five (5) successive additional terms of five years each (such additional term(s) are hereinafter referred to as the "Renewal Term(s)") unless Lessee shall have served written notice on Lessor at least six (6) months prior to the expiration date of the then-current Initial Term or Renewal Term that it elects not to renew this Agreement for the subsequent Renewal Term. Commencing no later than six (6) months prior to the expiration of the fifth Renewal Term, if this Agreement has been so extended by Lessee, Lessor and Lessee shall attempt in good faith to negotiate the terms of a further extension of this Agreement. At no time prior to the conclusion of those negotiations may Lessor enter into any agreement contemplating any use whatsoever of any or all of the Channels with any individual or entity other than......

详文见附件