Dinnel moved and Berkner seconded that the following resolution be adopted:

RESOLUTION 02-024

RESOLUTION CONSENTING TO CHANGE OF

CONTROL AND INTERNAL RESTRUCTURING

WHEREAS, Midcontinent Communications, G.P. (“Franchisee”) owns, operates and maintains a cable television system in the City of Ortonville (“Franchise Authority”) pursuant to a cable television franchise (“Franchise”) and Franchisee is the current authorized holder of the Franchise; and

WHEREAS, Franchisee is one hundred percent (100%) owned by two (2) general partners, fifty percent (50%) by TCI Midcontinent, LLC (“TCI”) and fifty percent (50%) by Midcontinent Communications Investor, LLC (Midco LLC”); and

WHEREAS, Midco LLC, is the managing general partner of Franchisee; and

WHEREAS, TCI is an indirect subsidiary of AT&T Corp. (“AT&T”), and AT&T intends to merge with Comcast Corporation (“Comcast”) to create a new company to be known as AT&T Comcast Corporation (“AT&T Comcast”) pursuant to the terms of an Agreement and Plan of Merger dated December 19, 2001 by and among ATYT Corp., ATYT Broadband Corp., Comcast Corporation and certain of their respective affiliates, and a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T Corp. and AT&T Broadband Corp. (the Merger); and

WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, stock of TCI or ownership of TCI may be transferred through one or more internal transfers or mergers to another direct or indirect subsidiary of AT&T, or may be otherwise reorganized, transferred or assigned (together with the Merger, the “Transactions”); and

WHEREAS, following the Transactions, TCI or the resulting entity will be controlled by AT&T Comcast; and

WHEREAS, following the Transactions, Midco LLC will still be the managing general partner of Franchisee; and

WHEREAS, Franchisee and AT&T Comcast have requested that Franchise Authority consent to the Transactions in accordance with the requirements of the cable franchise and have filed an FCC Form 394 (“Transfer Application”) with the Franchise Authority requesting such consent Transactions; and

WHEREAS, the Franchise Authority has reviewed the Transfer Application, examined the legal, financial and technical qualifications of AT&T Comcast, followed all required procedures in order to consider and act upon the Transfer Application, and considered the comments of all interested parties; and

WHEREAS, the Franchise Authority is willing to consent to the Transactions.

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

Section 1. The Franchise Authority hereby consents to the Transactions in accordance with the terms of the cable franchise and applicable law.

Section 2. This Resolution shall be deemed effective upon adoption.

Section 3. This Resolution shall have the force of a continuing agreement with Franchisee and Midco LLC, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Midco LLC.

Upon roll call vote the following voted aye for said Resolution: Dinnel, Sellin, Arndt, Oakes, Berkner, Reinke, Dorry, and the following voted nay: none.

Resolution 02-024 passed, adopted, and approved this 18^th day of March 2002.

                                                                        APPROVED:

            _____________________

                                                                        David Dinnel

                                                                        Mayor

ATTEST:

_____________________

Roman C. Taffe

City Clerk-Administrator