ASCUTNEY ASSOCIATES, INC.

NEW ENGLAND WIRELESS BURLINGTON, VERMONT

CHANNEL SUBLEASE AND AGREEMENT

This Channel Sublease and Agreement ("Agreement") is made and entered into by Ascutney Associates, Inc., ("Lessor"), having its principal place of business at P. O. Box 186, Rex ford, New York 12148, and New England Wireless, 56 Green Street, Bellows Falls, Vermont 05101 ("Lessee").

RECITALS

WHEREAS, the Federal Communications Commission ("FCC") has authorized licensees of Instructional Television Fixed Service ("ITFS") channels to lease "excess capacity" on such channels for non-ITFS use, subject to certain regulatory restrictions, and has authorized licensees of Multi point Distribution Service ("MDS") channels and licensees of Multichannel Multi point Distribution Service ("MMDS") channels to lease all of the channel capacity on such channels; and

WHEREAS, The Federal Communications Commission has granted radio broadcast station licenses to the licensees named and specified in Schedule A, attached hereto, and has before it applications for the grant of radio broadcast station licenses as named and specified in Schedule A, attached hereto; and

WHEREAS, Lessor has entered into Channel Lease Agreements with each of the Licensees in the Burlington, Vermont, area identified in Schedule A, attached hereto, contemplating lease by Lessor from such Licensees of "excess capacity" on each of such channels; and

WHEREAS, Ascutney and Lessee are parties to a letter agreement dated May 6, 1991, whereby Lessee is given access to the licenses in the Bellows Falls market and a letter agreement dated September 25, 1991, whereby Lessee is given access to the licenses in Burlington, Vermont, market; and

WHEREAS, Lessor desires to lease to Lessee the excess capacity on each of the aforesaid ITFS channels (each of which has a bandwidth of six MHZ and meets or will meet National Television System Committee (NTSC) color video signal specifications for color television, as defined by the FCC) which Lessor has acquired, or will acquire, from the FCC or the FCC licensee of each such ITFS channel, as the case may be; and

WHEREAS, Lessee desires to lease from Lessor all of the channel capacity which Lessor has acquired and/or will acquire on ITFS channels specified on Schedule A hereto (the "ITFS Channels") in the markets, all subject to the terms and conditions set forth herein, in order to operate a subscription video programming service to be offered to subscribing members of the public via transmission capacity provided through non-cable TV over-the-air transmission technology through ITFS, MMDS and/or MDS channels ("subscription television business" or "subscription television service"),

NOW, THEREFORE, in consideration of the mutual promises, covenants and warranties set forth herein, Lessor and Lessee hereby agree as follows:

1. Lease of Channel Capacity

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