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Sample Business Contracts

MMDS Channel Lease Agreement - Lawrence N. Brandt and New England Wireless Inc.

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                        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").

                             W I T N E S S E T H

      WHEREAS, Lessor is the Federal Communications Commission (hereinafter 
referred to as the "FCC"), applicant and tentative selectee for a four 
channel Multichannel Multipoint 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 thereover 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."

        (b)  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 Lessee.

      3.  Facilities.

        (a)  Transmission Point.  Lessor's FCC application specifies a 
transmitter site located at the WJOY/WQCR Radio Tower on Joy Drive in 
Burlington, Vermont (the "Present Transmission Point") . Lessee has advised 
Lessor that it has obtained reasonable assurance of the availability of a 
new Transmission Point (the "New Transmission Point") located on Mount 
Mansfield, the coordinates of which are 44 [DEGREES] 31' 32", 72 [DEGREES] 
48' 54".  Lessee will co-locate all of the microwave transmission facilities 
to be utilized in Lessee's Wireless Cable Business serving the Burlington 
Market Area at the New Transmission Point.  Lessee shall, within thirty (30) 
days of the date of the Agreement, provide Lessor with an amendment to his 
pending application to specify the New Transmission Point for the MMDS 
Station and to conform the design and equipment of the MMDS Station to that 
of other facilities Lessee intends to utilize in connection with its 
wireless cable business in the Burlington Market Area.  Lessor shall submit 
such amendment to the FCC within five (5) working days of receipt thereof.  
In the event that the Commission, prior to or after submission of the 
modification amendment to specify the New Transmission Point, should issue a 
Conditional License specifying that construction shall be completed at the 
Present Transmission Point, Lessor and Lessee shall cooperate in the 
preparation and filing of an application for modification of conditional 
license in the same manner as provided for in this Section for filing of an 
amendment to the presently pending application.  It is the intent of the 
parties that Lessee's design of the MMDS Station and Lessee's specification 
of equipment shall be approved by Lessor unless Lessor reasonably believes 
that the design of the MMDS Station or specification of equipment proposed 
by Lessee will result in non-compliance with the rules or policies of the 
FCC or Lessor's inability to provide service as contemplated by this 
Agreement.  In the event of such reasonable disapproval by Lessor, the 
parties shall utilize their best efforts to redesign the MMDS Station to 
meet both the needs of Lessee's Wireless Cable Business and Lessor's 
concerns.

        (b)  Satisfaction Notice.  Upon a grant of (a) Conditional License 
which specifies that construction shall be completed at the New Transmission 
Point (the "Modified Conditional License") or (b) a Conditional License 
which specifies that construction shall be completed at the Present 
Transmission Point (the "Conditional License"), Lessor shall utilize his 
best efforts to satisfy any and all conditions that the FCC may impose in 
the Conditional License or the Modified Conditional License or the FCC's 
Rules as conditions precedent to the construction and operation of the MMDS 
Station in a manner consistent with this Agreement and further Lessor shall 
take all steps necessary to obtain a Modified Conditional License as 
provided for in Section 3(a) hereof.  Lessor shall provide Lessee notice 
within three (3) workdays of satisfying all conditions that the FCC may 
impose in the Modified Conditional License or the FCC's Rules as conditions 
precedent to the construction and operation of the MMDS Station (the 
"Satisfaction Notice") . Notwithstanding anything in this Agreement to the 
contrary, Lessee shall not be required to commence construction of the MMDS 
Station until after Lessor's receipt of the Modified Conditional License and 
Lessee's receipt of the Satisfaction Notice with respect thereto.

        (c)  Construction Schedule.  Within sixty (60) days after the date 
of the grant of the Modified Conditional License, Lessee shall order the 
Transmission Equipment (as defined in Section 3 (c) hereof), utilizing its 
best efforts to specify a delivery schedule as necessary to ensure delivery 
of equipment and construction of the MMDS Station by the earlier of nine (9) 
months after such grant date or such date that may be specified by the FCC 
in the Modified Conditional License for completion of construction of the 
MMDS Station, provided, however, that it has received the Satisfaction 
Notice provided for in Section 3(b) hereof.  In the event that Lessee is 
unable to complete construction of the Station within the time provided by 
the FCC for construction of the MMDS Station in the Modified Conditional 
License for causes reasonably beyond its control, Lessee's time to complete 
construction shall, subject to FCC approval thereof, be extended for such 
period as is reasonable under the circumstances.  Lessor agrees that upon 
request of Lessee, it will file reasonable requests for an extension of its 
time to complete construction of the MMDS Station.  Without limiting the 
generality of the foregoing, Lessor shall,   upon Lessee's request, request 
an extension of the time to construct the MMDS Station in the event the 
Transmission Equipment is not delivered before ninety (90) days of the date 
on which Lessor's authority to construct the MMDS Station is to expire under 
the Modified Conditional License (as such may be extended from time to 
time).  Lessee shall have no obligation to order Transmission Equipment or 
to construct the Station unless a Modified Conditional License specifying 
the New Transmission Point shall have been granted by the FCC provided, 
however, that Lessor and Lessee will use their respective best efforts to 
obtain grant of a Modified Conditional License.

        (d)  Certification of Completion of Construction.  Within three (3) 
workdays after completing construction of the Station, Lessee shall notify 
Lessor in writing of such completion.  Within five (5) workdays of receiving 
such notice, Lessor shall file a Certification of Completion of Construction 
of the MMDS Station on FCC Form 494 or any successor form designated by the 
FCC (the "Construction Certificate") , along with any other documentation as 
may be necessary at the time to permit the commercial operation of the MMDS 
Station.

        (e)  Transmission Equipment.  Lessee shall purchase and install such 
transmitters and other equipment, including, without limitation, 
transmitters, combiners and waveguide (hereinafter referred to as the 
"Transmission Equipment"), which equipment may be shared with other 
stations, as is required to operate the Channels in accordance with the 
provisions of FCC rules and regulations and the Station's FCC license.  
Lessor's consent, which shall not be unreasonably withheld, shall be 
required as to all Transmission Equipment.  Within sixty (60) days after the 
date of this Agreement, Lessee shall provide Lessor with a list of all 
proposed Transmission Equipment, except for such Transmission Equipment 
previously specified in the amendment) to the present application or 
modification application) to specify the New Transmission Point or within 
ten (10) days thereafter.  Lessor shall be considered to have consented 
thereto unless he states his reasons for declining consent in writing within 
ten (10) days after receipt of any list of Transmission Equipment has been 
provided to the Lessor by the Lessee.  It is the intent of the parties that 
Lessee's specification of Transmission Equipment shall be approved unless 
Lessor reasonably believes that use of the Transmission Equipment specified 
by Lessor will result in non-compliance with Lessor's FCC license, the rules 
or policies of the FCC or Lessor's ability to provide service as required by 
this Agreement.

        (f)  Lease of Transmission Equipment.  Lessor shall have no 
ownership or security interest in the Transmission Equipment.  All 
Transmission Equipment shall be owned by Lessee and shall be leased to 
Lessor for the sum of one dollar ($1.00) per year for the entire Initial 
Term and any renewal(s) thereof.  In the event of termination (except as a 
result of Lessor's breach) or non-renewal of this Agreement Lessor shall 
have the right to purchase the Transmission Equipment at fair market value 
except for such of the Transmission Equipment as is shared with other FCC-
licensed stations.  In the event that Lessee shall desire to replace any of 
the Transmission Equipment, Lessor shall reasonably agree to such 
replacement and Lessor and Lessee will cooperate to satisfy any FCC 
requirements with respect thereto.

        (g)  Lease of Transmission Point.  Lessee agrees to utilize its best 
efforts to enter a binding lease or option for sufficient space at the New 
Transmission Point for installation and operation of the transmission 
facilities (the "New Transmission Point Space") within ninety (90) days 
after execution of this Agreement and shall, in any event, secure such a 
lease or option no later than the date on which the FCC grants the Modified 
Conditional License.  Such option and/or lease shall provide for (1) lease 
of such space for the entire Initial Term and any renewals thereof, and (2) 
the right of Lessee to sublet such space to Lessor for the entire term 
thereof.  Copies of such option and lease shall be provided to Lessor within 
ten (10) days of the execution thereof.  Such lease shall provide for full 
and equal rights to access by Lessor and by Lessee or by the authorized 
representatives of either.

        (h)  Sublease of Transmission Point Space.  Lessee agrees to 
sublease the New Transmission Point Space to Lessor during the term of this 
Agreement for $1.00 per month, provided that Lessor shall have no liability 
under Lessee's lease with the owner of the New Transmission Point Space, and 
no liability to Lessee under the sublease except for the payment as 
specified in this paragraph.  In the event of termination (except as a 
result of Lessor's breach) or non-renewal of this Agreement, Lessee shall if 
feasible and, if so requested by Lessor and at Lessor's cost and expense, 
cooperate in seeking assignment of the lease for that part of the 
Transmission Point used for operation of the Transmission Equipment or in 
any efforts by Lessor to secure from the owner of the New Transmission Point 
a lease for the space utilized for the Transmission Equipment at the New 
Transmission Point.

        (i)  Modification of License.  Lessor and Lessee acknowledge the 
possibility that the location and technical configuration of the MMDS 
Station may from time to time prevent Lessee from optimizing its wireless 
cable business throughout the term of this Agreement.  Lessor therefore 
agrees that if at any time and from time to time Lessee so requests in 
writing, Lessor shall use its best efforts to modify its FCC application(s) 
or license(s) to meet the reasonable requirements of Lessee.  Lessee shall 
pay all costs associated with such modifications (including engineering and 
legal fees, equipment costs and construction expenses), as provided in 
Paragraph 5(f) hereof.

      4.  Operation of the Channels.

        (a)  Operation of the Transmission Equipment.  Lessee shall supply, 
at its sole cost and expense, personnel to operate and maintain the 
Transmission Equipment on a day-to-day basis.  Said personnel shall insure 
that the Transmission Equipment shall at all times meet the technical 
operating requirements set forth in the FCC License and the rules and 
regulations of the FCC.  All operations, maintenance and repair activities 
shall be undertaken at such times as are consistent with the operating 
requirements of Lessee's business.  Lessor and Lessee shall cooperate to 
insure that each of them at all times is fully aware of any and all 
operational, maintenance and repair activities on the Channels.  All 
maintenance personnel shall be under the technical direction, supervision 
and control of Lessor but shall be contracted for and shall be supervised on 
a day-to-day basis by Lessee at Lessee's sole expense.  All repairs shall be 
completed as soon as reasonably possible following notification by Lessor to 
Lessee of the need thereof.  Lessee shall have access to the station 
facilities at all times for any of the foregoing activities.  Lessor shall 
not be liable for any costs, and/or liability whatsoever arising as a result 
of Lessee's work on the Transmission Equipment pursuant to this Agreement, 
except liability caused by Lessor's own negligence.

        (b)  Operation of Additional Equipment.  Lessee, at its own expense, 
and with the prior written approval of Lessor, which shall not be 
unreasonably withheld, may make alterations and/or additions to the 
Transmission Equipment (including, without limitation, encoding and/or 
addressing equipment selected by it) as may be required by the exigencies of 
its business from time to time, provided that such alterations and additions 
do not violate any FCC rules or regulations.  Any alterations/additions 
shall be provided by Lessee and title thereto shall remain in Lessee.  
Lessee shall be responsible for the operation, maintenance and repair of all 
equipment provided by it and shall indemnify Lessor against and shall pay 
all costs, including legal, engineering, equipment, construction, 
installation and other expenses associated with any alterations or 
attachments to the Transmission Equipment, provided, however, that Lessee 
has approved such costs in advance.

        (c)  Interference With Existing Operations.  Lessor and Lessee will 
cooperate in the operation and maintenance of the Transmission Equipment as 
well as any alterations or attachments added thereto, in such a fashion as 
to insure that the Channels do not create impermissible interference to any 
FCC applicants, permittees or licensees which are entitled to protection 
from such interference under the rules and regulations of the FCC, provided 
that Lessee shall be responsible at its sole expense for eliminating such 
interference.

        (d)  Reception Equipment.  The parties contemplate that the MMDS 
Station will be licensed and operated on a non-common carrier basis.  
Therefore, the parties agree that Lessor has no responsibility hereunder to 
acquire or provide any reception antennas, down converters', decoders, 
descramblers., related power supplies or any associated equipment 
("Reception Equipment") required to display signals transmitted over the 
Channels on a television set.  Lessee may, in its sole discretion and on 
terms and conditions of its choosing, may, from time to time, install or 
cause to be installed such Reception Equipment as may be required in order 
for the general public, or any member thereof, to view the programs to be 
transmitted over the Channels.  Title to all Reception Equipment provided by 
Lessee hereunder shall vest in Lessee or its designee.  Lessee shall be 
required to install Reception Equipment only at particular locations 
selected by it.  Reception equipment shall be installed, maintained, 
operated and controlled by Lessee consistent with FCC rules and regulations.

        (e)  Program Origination and Delivery.  Lessee shall be solely 
responsible for the origination of all programming to be transmitted over 
the Channels and the delivery of such programming to the New Transmission 
Point, including but not limited to the costs of point-to-point microwave 
channels and earth stations, if any, which it may require for such purpose.  
Lessee shall bear all costs and expenses of purchasing, installing, 
operating and maintaining those facilities.  Any personnel required to 
install, operate and maintain any program origination and delivery 
facilities shall be provided by Lessee, at its sole cost and expense, and 
such personnel shall be under Lessee's exclusive control.

        (f)  Operating Expenses.  Lessee shall be solely responsible for and 
shall indemnify and hold Lessor harmless from all operating expenses 
resulting from provision of service over the Channels.  Said operating 
expenses shall include all expenses incurred by Lessor in providing service 
on Lessee's behalf, provided such expenses are approved in advance by 
Lessee.  Any operating costs incurred by Lessor shall be passed through each 
month on a dollar-for-dollar basis to Lessee and shall be due and payable as 
provided in Section 5(d) hereof.

        (g)  Cooperation of Lessor and Lessee.  Lessor shall use, operate 
and maintain the Transmission Equipment in such a way as not to interfere 
with Lessee or cause damage to Lessee's facilities equipment or Wireless 
Cable business.  Lessee shall use, operate and maintain the equipment 
(including any attachments installed to the Transmission Equipment) in such 
a way as not to interfere with Lessor or cause damage to the Transmission 
Equipment.

        (h)  Maintenance of Authorization.  Throughout the Initial Term and 
any Renewal Term, Lessor shall maintain in force all licenses and other 
authorizations required in connection with Lessee's use of the Channels 
hereunder, and shall file and prosecute all necessary applications for 
license renewal and all periodic reports required by the FCC.  Lessor shall 
not assign, transfer, sell, trade, dispose or otherwise encumber such 
licenses and other authorizations or modify them in such a way as to impair 
Lessee's rights hereunder without the prior written consent of Lessee, which 
shall not be unreasonably withheld.

        (i)  Additional Authorizations.  Where requested to do so by Lessee 
in writing, Lessor shall utilize its best efforts to obtain and maintain in 
force such additional or other authorization) as would help Lessee in its 
business (including authorizations for relays, repeaters and boosters), 
obtain all governmental authorizations and fulfill all other usual and 
customary requirements associated with obtaining and maintaining such 
authorizations.  Lessee shall pay all reasonable costs, including legal, 
engineering, equipment, construction, installation and other expenses 
associated with obtaining and maintaining such authorization and 
constructing, operating, and maintaining the authorized facilities as 
provided in Paragraph 5(f) hereof.

        (j)  Further Efforts.  Lessor shall, at Lessee's expense, file and 
diligently prosecute such reasonable petitions to deny or other protests 
against applications of third parties for licenses as may be requested by 
Lessee.

        (k)  Prosecution of Applications and Amendments.  In the event any 
person petitions the FCC to deny or otherwise challenges any application 
filed pursuant to this Agreement, or in the event the FCC grants any 
application filed pursuant to this Agreement and any person petitions for 
review or reconsideration of such grant before the FCC or seeks judicial 
review of such grant, then Lessor and Lessee shall at Lessee's expense 
oppose such petition or challenge before the FCC or defend such grant by the 
FCC diligently and in absolute good faith.  Should the FCC deny any 
application filed by Lessor hereunder, Lessee and Lessor shall utilize their 
best efforts at Lessee's expense, to secure reconsideration or review of 
such denial and, should such denial become a Final Order, shall utilize 
their best efforts to redesign the MMDS Station in order to meet Lessee's 
legitimate business needs and to satisfy the objections of the FCC.

        (l)  Covenant Not to Amend or Modify.  Because the location and 
configuration of the MMDS Station and other facilities constructed by Lessee 
hereunder are critical to Lessee's business, Lessee shall not attempt to 
further amend the pending Application other than as provided for in Section 
3(h) hereof or to modify the Modified Conditional License, or any other 
application filed hereunder or modify any license or other authorization 
secured hereunder without the prior written consent of Lessee, which consent 
shall not be unreasonably withheld.

      5.  Charges.

        (a)  Security Deposit.  To assure fulfillment of Lessee's 
obligations hereunder, Lessee shall, on the earlier of (i) six (6) months 
after the date of execution of this Agreement or (ii) no later than ten (10) 
days after grant by the FCC of the Modified Conditional License for the 
Station to specify the New Transmission Point, pay to Lessor a security 
deposit (the "Security Deposit") in the amount of Eighteen Thousand Dollars 
($18,000.00) provided, however, that such Modified Conditional License 
provides that the Licensee shall have at least a six (6) month period in 
which the MMDS Station may be constructed.  In the event that the FCC shall 
not have granted a Modified Conditional License within six (6) months of the 
date of execution of this Agreement, or the FCC shall have granted a 
Modified Conditional License providing less than six (6) months for 
construction of the MMDS Station, the Security Deposit shall be placed in an 
interest bearing escrow account by the law firm of McFadden, Evans & Sill 
(the "Escrow Agent"). The Escrow Agent shall pay the principal of the 
Security Deposit to Lessor upon grant of a Modified Conditional License 
providing a continuous period of six (6) months or more for construction of 
the MMDS Station.  In the event that the FCC should grant the Modified 
Conditional License containing a condition requiring construction in less 
than six (6) months from the date of such grant and Lessee determines that 
the time provided for construction of the MMDS Station is not reasonably 
sufficient for actual construction of the MMDS Station, the Security Deposit 
shall be held in escrow by the Escrow Agent and shall be paid over to Lessor 
within ten (10) days of grant of such extensions of time by the FCC as may 
be reasonably necessary for construction of the MMDS station as contemplated 
by Section 3(c) hereof.  Lessee may, at its option, terminate this Agreement 
and the Security Deposit shall be returned to Lessee if Lessor is unable to 
obtain FCC approval of a Modified Conditional License specifying the new 
Transmission Point for a period within which Lessee determines it can 
reasonably comply with the construction schedule contained in Section 3(c) 
hereof.  In any case, a grant of a Modified Conditional License or of any 
extension thereof authorizing a continuous construction period of six (6) 
months or more shall be considered reasonably sufficient for construction.  
In the event of termination pursuant to this provision Lessee's only 
remaining obligation shall be to pay Lessor's expenses under Section 5(f) of 
this Agreement through the date of termination.  In the event the Security 
Deposit is then held in escrow, the Escrow Agent is directed to deduct such 
expenses from the escrowed funds and to pay over the balance of the 
principal and interest accrued thereon to Lessee.  Subsequent to the payment 
of the Security Deposit to the Lessor, in the event of any default in 
Lessee's obligations, Lessor shall have the right, at its option and 
consistent with Section 5(e) hereof, to apply the Security Deposit to the 
curing of such default.  Any such application shall not be a defense to any 
action by Lessor arising out of said default, and, upon demand, Lessee shall 
restore the Security Deposit to the then full amount.  Failure by Lessee to 
pay the Security Deposit provided for in this section shall terminate this 
Agreement, subject, however, to Lessee's obligation to pay Lessor's expenses 
under Section 5(f) of this Agreement through the date of termination.

        (b)  Transmission Fee.  Commencing on the Start Date and continuing 
each month thereafter for the Initial Term of this Agreement, Lessee shall 
pay to Lessor in consideration of lease of the Channels provided to Lessee 
hereunder and the performance by Lessor of its additional obligations 
hereunder, a minimum monthly fee (the "Transmission Fee"), of One Thousand 
Dollars ($1,000.00) in each of the first twelve months following the Start 
Date, One Thousand Two Hundred and Fifty Dollars ($1,250.00) in the 
thirteenth through twenty-fourth months following the Start Date and One 
Thousand Five Hundred Dollars ($1,500.00) for each of remaining months in 
the Initial and Renewal Term(s).  The Transmission Fee shall only be paid in 
those months in which the amount payable to Lessor as a Transmission Fee 
pursuant to this provision is greater than the net amount due and payable to 
Lessor as a Connection Fee pursuant to 5(c) hereof.

        (c)  Connection Fee.  Commencing on the Start Date and continuing 
each month thereafter, Lessee shall pay to Lessor a monthly connection fee 
(the "Connection Fee") which shall be the product of the average number of 
wireless cable subscribers receiving Lessee's wireless cable operation over 
the MMDS Station in the Burlington Market Area during the previous calendar 
month and a per subscriber fee of Thirty-Five Cents ($.35) per month.  For 
the purposes of computing the Connection Fee due for any month, the term 
"Subscribers" shall be deemed to mean the number of paid subscribers who 
have received Lessee's wireless cable programming over Lessor's Station 
during the prior month.  For purposes of the definition of Subscriber, (1) 
each single family residential dwelling and each single business office or 
place shall be considered one subscriber and (2) in those situations where 
programming is sold in bulk for viewing at isolated locations in the same 
facility (e.g., where a number of viewing units are grouped for billing 
purposes, such as may be the case with condominiums and hotels) and the 
Lessee's rates therefore are less than its prevailing monthly rate for the 
sale of the Lessee's programming over Lessee's wireless cable system to 
individual subscribers in the Market Area, the number of subscribers from 
such bulk billing points shall be determined by dividing the total monthly 
revenues derived from the sale of programming over Lessee's wireless cable 
system to the bulk billing point by the Lessee's then prevailing basic 
monthly rate for the sale of programming to individual subscribers receiving 
wireless cable programming over Lessor's Channels in the Market Area.  The 
determination of the number of Subscribers in any given month may be subject 
to redetermination by the Lessee, with notice to the Lessor, to take into 
account those Subscribers who have not paid for at least one full month's 
subscription fee and those who the Lessee may have disconnected or 
terminated for lack of payment.  In such event, the Connection Fees for the 
applicable month shall be recalculated at any time within three (3) months 
of the end of the month in question and deficiencies in the Connection Fee 
for such month shall be paid promptly by the Lessee to the Lessor and any 
excess in the Connection Fee for such month shall be applied to offset 
against any then current payments due from the Lessee to the Lessor.

        (d)  Required Certificate, Invoice and Payment Procedure.  Lessee 
shall, within fifteen (15) days after the end of each month after the Start 
Date, provide Lessor with a Certificate signed by a partner of Lessee 
showing the number of Subscribers for the preceding month, computed in 
accordance with Section 5(c).  The Connection Fee or Transmission Fee 
payable by Lessee to Lessor, as determined in accordance with Sections 5(b) 
and 5(c) hereof, shall be computed on the Certificate, and Lessee shall 
forward said Connection Fee or Transmission Fee to Lessor at the time of 
tendering the Certificate.  Lessee shall include on the Certificate any 
other information reasonably requested by Lessor so that Lessor may 
accurately determine that the Connection Fee tendered by Lessee has been 
calculated correctly pursuant to Section 5(c) hereof.  Any other charges to 
be paid by Lessee hereunder shall be invoiced to Lessee on a monthly basis 
by Lessor.  Said invoices shall contain an itemization of the charges 
contained therein, and shall be paid by Lessee within twenty (20) days after 
the date of receipt thereof.

        (e)  Set-Off.  The Security Deposit provided for in Section 5(a) 
hereof shall be set-off on a pro rata basis against the Connection or 
Transmission Fee due during each month of the fifth year of the Initial 
Term.  The amount of the set-off shall be Fifteen Hundred Dollars 
($1,500.00) per month, i.e., Eighteen Thousand Dollars ($18,000.00) divided 
by Twelve (12) months equals Fifteen Hundred Dollars ($1,500.00) per month.

        (f)  Lessor's Expenses.  Lessee shall pay all reasonable costs 
incurred by Lessor subsequent to the execution of this Agreement ("Lessor's 
Expenses"), including filing fees, legal, engineering and consulting fees, 
equipment, construction, installation and other expenses associated with 
obtaining, protecting and maintaining Lessor's FCC authorization (including 
the satisfaction of any conditions thereon), with performing under this 
Agreement, and with constructing, operating and maintaining the authorized 
facilities, so long as such expenses relate to activities required of Lessor 
under this Agreement or are otherwise approved by Lessee.

        (g)  Right to Audit.  Lessor and Lessee shall, while this agreement 
is in force, keep, maintain and preserve complete and accurate records and 
accounts, including invoices, correspondence, ledgers, financial and other 
records reasonably required to determine Lessor's and Lessee's charges 
hereunder, and such records and accounts shall be available for inspection 
and audit at the respective offices of Lessor and Lessee at any time or 
times during the time service is being provided to Lessee hereunder or 
within ninety (90) days thereafter, during reasonable business hours, by 
Lessor or Lessee or their nominee(s).  Lessor and Lessee shall provide each 
other with five (5) business days' advance written notice of their intent to 
inspect said records and accounts prior to being allowed to do so.  In the 
event of any dispute to the amount of Connection Fees due to Lessor, such 
dispute and no other dispute arising under this Agreement, shall be resolved 
by arbitration before the American Arbitration Association (the "AAA") on a 
fast track single arbitrator basis.  Such dispute shall not in any way 
result in a default hereunder unless the award of the AAA is not complied 
with.  All non-public information obtained by Lessee or Lessor during any 
audit shall be maintained on a confidential basis.

        (h)  Proration of Fees.  In the event that (i) the Start Date shall 
be a date other than the first day of a calendar month, (ii) this Agreement 
shall be terminated on a date other than the last day of a calendar month 
and it is determined that such termination shall have occurred in a manner 
not affecting Lessor's right to payments hereunder, the Transmission Fee or 
Connection Fee due Lessor in such month shall be pro rated.

        (i)  Subscriber Contracts.  Lessor shall not interfere with the 
right of Lessee or its designee to lawfully modify, waive, rescind, 
terminate, in whole or in part, or cancel any and all services or contracts 
with Subscribers.  In case any such services or contracts are rescinded, 
terminated or canceled, Lessor shall not be entitled to any participation in 
revenues or claims whatsoever with respect to the unperformed portion of any 
such contract.

      6.  Start Date.  The Start Date shall be the earlier of the date upon 
which Lessee first provides service to a Subscriber or the first day of the 
sixth calendar month following the date upon which Lessor certifies 
completion of construction pursuant to Section 3(d) hereof.  For purposes of 
this Paragraph, a "Subscriber" is any residential unit or commercial 
establishment which receives wireless cable service under paid contract with 
the Lessee or under rights granted by the Lessee.

      7.  Unauthorized Reception Over Channels.  Lessor if requested by 
Lessee and to the extent requested, shall use its best efforts to prevent 
any unauthorized individual or entity from receiving the signals transmitted 
over the Channels.  Lessee shall be responsible for and shall reimburse 
Lessor for all costs, including legal, engineering, equipment, construction, 
installation and other expenses associated with any prevention efforts 
regarding unauthorized reception over the Channels initiated by Lessor on 
Lessee's behalf provided that Lessee has approved such costs in advance.

      8.  Indemnification.  Each party shall forever protect, save, defend 
and keep the other party harmless and indemnify said other party against and 
from any and all claims, demands, losses, costs (including reasonable 
attorneys' fees), damages, suits, judgments, penalties, expenses and 
liabilities of any kind or nature whatsoever arising directly or indirectly 
out of the acts, omissions, negligence or willful misconduct of the said 
party, its employees or agents in connection with the performance of this 
Agreement.  Moreover, Lessee shall forever protect, save, defend and keep 
Lessor and its owners, employees and agents harmless and indemnify them 
against (i) any and all claims, demands, losses, costs (including reasonable 
attorneys' fees), damages, suits, judgments, penalties, expenses and 
liabilities resulting from Lessee's wireless cable operation and from claims 
of indecency, obscenity, libel, slander or the infringement of copyright or 
the unauthorized use of any trademark, trade name, service mark or any other 
claimed harm or unlawfulness arising from the transmission of any 
programming; and (ii) against claims for infringement of patents arising 
from Lessor's or Lessee's use of the Transmission Equipment in connection 
with apparatus or systems of Lessee.  Where such indemnification is sought 
by a party (the "Claiming Party"), (a) it shall notify the other party (the 
"Indemnifying Party") promptly of any claim or litigation or threatened 
claim to which the indemnification relates, (b) upon the Indemnifying 
Party's written acknowledgement of its obligation to indemnify in such 
instance, in form and substance satisfactory to the Claiming party, the 
Claiming Party shall afford the Indemnifying Party the opportunity to 
participate in and, at the option of the Indemnifying Party, control, 
compromise, settle, defend or otherwise resolve the claim or litigation (and 
the Claiming Party shall not effect any such compromise or settlement 
without prior written consent of the Indemnifying Party) and (c) the 
Claiming Party shall cooperate with the reasonable requests of the 
Indemnifying Party in its above-described participation in any compromise, 
settlement, defense or resolution of such claim or litigation.

      9.  Insurance.  The Lessee shall during the entire term of this 
Agreement (and all renewal(s) thereof) carry insurance covering (i) general 
liability, (ii) loss or damage to the transmission equipment, (iii) loss and 
liability for accidents and other losses in such amounts as is reasonably 
prudent in view of the potential losses covered.  The Lessor shall be named 
as coinsured on each of such policies and the Lessee shall provide the 
Lessor with certificates of insurance demonstrating such coverage and co-
insured status prior to commencement of construction as provided for in 
Section 3(b) hereof.

      10.  Representations and Warranties.  Each of the parties hereto 
represents and warrants to the other the following, with respect to facts 
and issues relating to it;

        (a)  Organization.  Lessor will, on the Start Date, control the FCC 
license for the Channels and have full power and authority to carry out all 
of the transactions contemplated hereby.  Lessee has full power and 
authority to own property and to carry out all of the transactions 
contemplated hereby.

        (b)  Compliance with Law.  Lessor and Lessee shall comply with all 
material laws, rules and regulations governing the business, ownership and 
operation of the Channels.

        (c)  Requisite Authority.  All requisite resolutions and other 
authorizations necessary for the execution, delivery, performance and 
satisfaction of this Agreement by Lessor and Lessee have been duly adopted 
and complied with.

        (d)  Litigation and Claims.  No litigation, proceeding, complaint, 
investigation or controversy is pending by or before any court or regulatory 
agency or to the knowledge of Lessor or Lessee is threatened that is 
material to this transaction, and there is no basis known to it for any such 
litigation, proceeding, controversy or claim.

      11.  Termination.

        (a)  Termination of FCC Authorization.  Either party may terminate 
this Agreement upon prior written notice to the other that Lessor's 
authority to provide the Channels in accordance with the terms of this 
Agreement shall have terminated by the FCC.  If such FCC termination shall 
have occurred without breach by either party of its obligations hereunder, 
such termination shall extinguish and cancel this Agreement and its effect 
absolutely without further liability on the part of either party to the 
other except that Lessor shall be entitled to retain the Security Deposit 
and Lessee shall remain obligated to pay all Transmission Fees, Connection 
Fees, Monthly Operating Charges and Lessor's expenses through the date of 
such termination.   If, however, such FCC termination is caused in whole or 
in part by a material breach of this Agreement, then such termination shall 
not affect or diminish the rights, claims or remedies available in equity or 
at law to the non-breaching party.  If such termination is occasioned by a 
breach of this Agreement by Lessor, Lessor shall, within ten (10) days after 
such termination, return the Security Deposit to Lessee, provided, however, 
that such return shall be without prejudice to any other rights or remedies 
that Lessee may enjoy under this Agreement.

        (b)  Termination by Reason of Default and Nonperformance.  At the 
option of a non-defaulting party, this Agreement may be terminated upon the 
material breach or default by the other party of its duties and obligations 
hereunder if such breach or default shall continue for a period of thirty 
(30) consecutive days after such party's receipt of written notice thereof 
from the nondefaulting party.  If such termination is occasioned by a breach 
of this Agreement by Lessor, Lessor shall, within ten (10) days after such 
termination, return the Security Deposit to Lessee, provided, however, that 
such return shall be without prejudice to any other rights or remedies that 
Lessee may enjoy under this Agreement.  Failure to make any payment of 
Transmission Fees, Connection Fees or operating charges shall, if such 
failure continues for a period of thirty (30) days after written notice 
thereof to Lessee, constitute a material breach of this Agreement by Lessee.  
In such event, Lessor may elect to cancel and terminate this Agreement, and 
retain the Security Deposit, and Lessee shall remain obligated to pay all 
Transmission Fees, Connection Fees, Operating Charges and Lessor's expenses 
through the date of such termination.

        (c)  Termination for Interference.  If, following the Start Date, 
harmful electrical interference as defined by FCC Rules which precludes 
service to 25% or more of the homes within the Station's predicted service 
area should arise which is beyond the control of Lessee and Lessor, Lessee 
may terminate this Agreement without further liability to Lessor, provided, 
however, that Lessee shall first give written notice to Lessor of its intent 
to so terminate, provide therein complete information concerning the origin, 
nature and duration of such interference and utilize its best efforts for a 
reasonable period in cooperation with Lessor to eliminate such electrical 
interference.  In the event of termination under this Paragraph, Lessor 
shall be entitled to retain the Security Deposit and Lessee shall remain 
obligated to pay all Transmission Fees, Connection Fees, Operating Charges 
and Lessor's Expenses through the date of such termination.

      12.  Miscellaneous.

        (a)  Force Majeure.  Notwithstanding anything contained herein to 
the contrary, no party shall be liable to any other for failure to perform 
any obligation hereunder (nor shall any charges or payments be obligated to 
be made in respect thereof) if prevented from doing so by reason of fires, 
strikes, labor unrest, embargoes, civil commotion, rationing or other orders 
or requirements, acts of civil or miliary authorities, acts of God or other 
contingencies beyond the reasonable control of the parties, and all 
requirements as to notice and other performance required hereunder within a 
specified period of pendency of any such contingency which shall interfere 
with such performance.

        (b)  Assignment of Interests.  Except as provided in Section 12(d) 
hereof, neither Lessor nor Lessee may assign their rights or interests under 
this Agreement except with the prior written consent of the other party, 
which consent shall not be unreasonably withheld.

        (c)  Sublease.  Lessee may not sublease any rights or interests 
under this Agreement without the prior consent of Lessor nor may Lessor 
enter any agreement to provide wireless cable programming or any other 
transmission service to any other entity in the Market Area without the 
prior consent of Lessee, it being understood that any sublease or agreement 
to provide such programming to any other entity shall require that all 
revenues received by such sublease or third party shall be subject to the 
Connection Fee provided for in Section 3(c) hereof.

        (d)  Right of First Refusal.  If at any time Lessor receives and 
intends to accept a bona fide offer to purchase the MMDS Station, it shall 
deliver to Lessee notice of the offer.  The notice shall specify the 
proposed purchase price for the station and the terms for payment thereof.  
For a period of sixty (60) days from receipt of such notice, Lessee shall 
have a right to notify Lessor that it intends to purchase the MMDS Station 
at the price and on the terms specified in the notice.  If Lessee declines 
to exercise this right, Lessor will be permitted to consummate the proposed 
sale or transfer, subject to Lessee's prior and superseding interest as 
created and existing under the terms and provisions of this Agreement, 
including the following Section.  In the event that any material term of the 
original offer is changed in any respect or a material new offer is 
presented, before accepting such offer Lessor must first follow the 
procedures specified in the foregoing, providing Lessee notice with regard 
to the revised offer and giving it the opportunity to exercise its right of 
first refusal thereto.  At the commencement of any negotiations with any 
party for the acquisition by that party of the authorizations, Lessor will 
provide such party, in writing, with full disclosure of Lessee's rights 
provided for in this Paragraph and of Lessor's intention to honor those 
rights.  No such sale or transfer of the MMDS Station by Lessor will have 
the effect of limiting, abbreviating or terminating the rights and interests 
created in favor of Lessee under this Agreement, including under the 
following Section.

      13.  There is no paragraph 13 to this Agreement.

      14.  Option to Purchase.  Lessee shall have an option to purchase 
Lessor's MMDS Station, subject to FCC approval, upon the following terms:

        (a)  Date of Exercise.  Lessee may exercise this option by written 
notice for a period of six (6) months following the first anniversary of the 
Start Date.

        (b)  Option Price.  The Option Price is Fifty Thousand Dollars 
($50,000.00).

        (c)  Exercise of Option.  Upon exercise of this Option, the parties 
will promptly seek FCC approval of assignment of the license from Lessor to 
Lessee.  The Option Price will be payable in cash at closing which shall be 
held within thirty (30) days after FCC grant of assignment or transfer to 
Lessee shall become final and not subject to FCC or judicial review.  In the 
event the FCC shall not consent to such assignment or transfer, this 
Agreement shall remain in full force and effect.

        (d)  Closing.  At closing following exercise of the Option and FCC 
approval thereof, Lessor shall deliver to Lessee the Station license and all 
other instruments necessary to perfect Lessee's rights with respect thereto.  
At such closing this Agreement shall terminate and neither Lessor nor Lessee 
shall have any further rights or obligations with respect thereto.

      15.  Notice.  Any notice required to be given by any party to any 
other party shall be deemed to have been sufficiently given it in writing, 
deposited in the United States mail in a sealed envelope with postage 
thereon prepaid and certified or registered, return receipt requested, 
addressed to Lessor or to Lessee as the case may be, at their respective 
addresses set forth in the preamble hereto, or, if different, at the last 
known principal business address of each such party.  A copy of any notice 
to Lessee shall be made in the same manner to:

                          William M. Barnard, Esquire
                          1220 19th Street, N.W., #501
                          Washington, D.C. 20036

      A copy of any notice to Lessor shall be made in the same manner to:

                          Todd Gray, Esquire
                          Dow, Lohnes & Albertson
                          1255 23rd Street, N.W., #500
                          Washington, D.C. 20037

        (f)  Severability of Provisions.  If any provision hereof is held 
invalid, the remainder of this Agreement shall not be affected thereby.

        (g)  Entire Agreement.  This Agreement states the entire agreement 
as of this date between the parties with respect to the subject matter 
hereof and supersedes all pre-existing oral, letter or other agreements or 
commitments with respect thereto.  This Agreement may be modified only by an 
agreement in writing executed by all of the parties hereto.

        (h)  Survival of Representations.  All representations, warranties, 
covenants and agreements made by the parties hereto shall survive the 
execution and delivery hereof.

        (i)  Payment of Expenses.  Except as otherwise provided herein, the 
parties shall pay their own expenses incident to the preparation and 
carrying out of this Agreement, including all fees and expenses of their 
respective counsel.

        (j)  Further Action.  From time to time after the date of execution 
hereof, the parties shall take such further action and execute such further 
documents, assurances and certificates as either party may reasonably 
request of the other in order to effectuate the purposes hereof.  In 
addition, each party agrees that it will not take any action which would 
adversely affect the rights granted by it to the other party hereunder.

        (k)  Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument, and shall become 
effective when each of the parties hereto shall have had delivered to it 
this Agreement duly executed by the other party hereto.

        (l)  Headings.  The headings herein are inserted for convenience 
only and shall not constitute a part hereof.

        (m)  Dealings with Third Parties.  No party is, nor shall any party 
hold itself out to be, vested with any power or right to contractually bind, 
or act on behalf of any other as its contracting broker, agent or otherwise 
for committing, selling, conveying or transferring any of the other party's 
assets or property, contracting for or in the same of the other party, or 
making any contractually binding representations as to the other party which 
shall be deemed representations contractually binding such party.  In 
particular, Lessee shall not be identified as the FCC licensee or permittee 
of the Channels and Lessor shall not be held out as the programmer of the 
Channels.

        (n)  Governing Law.  This Agreement shall be governed by, and 
construed and enforced in accordance with, the laws of the State of Vermont.

        (o)  FCC Rules.  Anything contained herein to the contrary 
notwithstanding, nothing herein shall in any way limit the rights and 
remedies of Lessor or Lessee under FCC rules and regulations.

        (p)  FCC Licenses.  Nothing contained herein shall be construed as 
granting to Lessee any rights in or to any FCC authorizations or license(s) 
which may be held by Lessor.

        (q)  Time of Essence.  Whenever this Agreement shall set forth any 
time for the performance of an act, such time shall be deemed of the 
essence.

        (r)  Benefit.  This Agreement shall inure to the benefit of and 
shall be binding upon the parties hereto and their respective heirs, legal 
representatives, successors and, to the extent permissible hereunder, 
assigns.  Nothing in this Agreement expressed or implied, is intended to or 
shall (a) confer on any person other than the parties hereto or their 
respective heirs, legal representatives, successors or assigns, any rights, 
remedies, obligations or liabilities under or by reason of this Agreement, 
or (b) constitute the parties hereto partners or participants in a joint 
venture.

        (s)  Confidentiality.  All non-public information exchanged by the 
parties or acquired by them in connection with their performance under this 
Agreement shall be kept confidential.

        (t)  Reformation.  If the FCC or any other governmental authority 
should (i) change its Rules or policies in a manner that would affect the 
enforceability of this Agreement, (ii) directly or indirectly reject or take 
action to challenge the enforceability of this Agreement, or (iii) take any 
steps whatsoever, on its own initiative or by petition from another person, 
to challenge or deny the authority heretofore granted by the FCC with regard 
to the Channels, then the parties hereto shall promptly negotiate in good 
faith to reform and amend this Agreement so as to eliminate or amend to make 
unobjectionable any portion that is the subject of any FCC action.  No party 
shall take any action that contributes to such FCC action.

        (u)  Specific Performance.  The parties acknowledge and agree that 
the rights reserved to each of them hereunder are of a special, unique, 
unusual and extraordinary character, which gives them a particular value, 
the loss of which cannot be adequately or reasonably compensated for in 
damages in an action at law, and the breach by either of the parties of any 
of the provisions hereof will cause the other parties irreparable injury and 
damage.  In such event, the non-defaulting party shall be entitled, as a 
matter of right, to require of the defaulting party specific performance of 
all of the acts, services and undertakings required hereunder including the 
reasonable obtaining of all requisite authorizations to execute or perform 
this Agreement and to obtain injunctive and other equitable relief in any 
competent court to prevent the violation of any of the provisions hereof.  
Neither this provision nor any exercise by any party or rights to equitable 
relief or specific performance herein granted shall constitute a waiver of 
any other rights which it may have to damages or otherwise.

        (v)  Waiver.  The express or implied waiver by either party of any 
breach of any representation or warranty or any failure to fulfill any 
condition, covenant or other obligation or liability under this Agreement 
shall not constitute a waiver of any other representation or warranty or of 
any other failure in the future or in the past by the other party to fulfill 
such representation, warranty, condition, covenant, obligation or liability 
hereunder.

        (w)  Word Meanings.  As used in this Agreement, the term "including" 
shall be deemed to mean "including, without limitation".  All pronouns and 
any variations therefore shall be deemed to refer to the masculine, 
feminine, neuter, singular or plural as the context may require.  A "Final 
Order" means a written action or order issued by the FCC: (a) which has not 
been reversed, stayed, enjoined, set aside, annulled or suspended; and (b) 
with respect to which (i) no requests have been filed for administrative or 
judicial review, reconsideration, appeal or stay and the time for filing any 
such requests, and the time for the FCC to set aside the action on its own 
motion, has expired, or (ii) in the event of review, reconsideration or 
appeal, the action or order has been affirmed and the time for further 
review, reconsideration or appeal has expired.


                                        LAWRENCE N. BRANDT


                                        By: /S/_____________________________



Date:  October 10, 1991


                                        NEW ENGLAND WIRELESS CABLE, INC.


                                        By: /S/_____________________________
                                            President


Date:  October 18, 1991