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Sample Business Contracts

OFS Channel Lease Agreement - Blake Twedt and New England Wireless Inc.

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                         OFS CHANNEL LEASE AGREEMENT

This AGREEMENT is entered into as of the 30 day of Sept., 1991, by New 
England Wireless Inc., a Vermont Corporation referred to as ("Lessee") 
having its principal place of business at 56 Green Street, Bellows Falls, 
Vermont 05101 and Blake Twedt, hereinafter referred to as ("Lessor"), having 
his principal place of business at 810 18th St. Largo, FL 34640.

WHEREAS, the Federal Communications Commission ("FCC") has authorized 
licensees for Private Operational-Fixed Microwave Radio Service ("OFS") 
channels to lease time on such channels on a private carrier basis; and

WHEREAS, Lessor has been awarded a license by the FCC to construct and 
operate OFS station WNTI-675 using channel H2 in the Burlington, Vermont 
area; and

WHEREAS, Lessor has determined that he desires to lease the full capacity of 
his channel on a twenty-four (24) hours a day, seven (7) days a week private 
carrier basis; and

WHEREAS, Lessee is developing a wireless cable system to serve the 
Burlington market and is desirous of leasing transmission capacity from 
Lessor in order to expand its channel capacity, provided that Lessor's 
facilities can be relocated to Lessee's transmission, headend and configured 
in a manner that is technically compatible with the other stations Lessor 
proposes to employ in connection with its wireless cable system in 
Burlington .

NOW, THEREFORE, in consideration of their mutual promises, lessor and lessee 
do hereby agree to the following terms and conditions:

I.  TERM.  The initial term of this Agreement shall be five (5) years from 
the date hereof, with three (3) consecutive and automatic five (5) year 
renewal terms, unless voluntarily terminated by written consent of both 
parties or as provided in Section VIII below.  Notstanding language in the 
preceding sentence to the contrary, should lessee choose not to renew this 
Agreement at the end of the initial term or any five (5) year renewal term, 
lessee shall provide lessor with written notice of lessee election not to 
renew at least six (6) months prior to the expiration date.  If lessee fails 
to provide lessor with six (6) months advance written notice of its election 
not to renew, then this Agreement shall be deemed automatically renewed for 
another five (5) year term.

II.   THE FCC AUTHORIZATION.

      A.  Modification Application.  Within five (5) working days of the 
execution of this Agreement by both parties, lessor shall file with the FCC 
an application for modification of the license in substantially the form of 
Exhibit A hereto ("Modification Application") to secure a license for an H 
Group station identical in all material respects to the other stations 
lessee intends to employ in Burlington ("Modified Station").  The parties 
recognize that the FCC may deny the Modification application.  In such 
event, lessee shall utilize its best efforts to redesign its system to 
accommodate its requirements and those of the FCC, shall supply the 
documentation necessary for lessor to further modify his authorization and 
lessor shall properly submit a second Modification Application.  In the 
event such second Modification Application is granted, the station proposed 
therein shall become the Modified Station for purposes of this Agreement.  
If lessee is unable to redesign its wireless cable system to meet its 
requirements and those of the FCC, it shall so notify lessor, at which this 
time this Agreement shall terminate pursuant to Section VIII.A.  In the 
event that the time allowed by the FCC for construction of the modified 
station is not reasonably sufficient to complete construction as provided 
for in Section IV-A hereof, Lessor and Lessee shall cooperate in seeking 
extension of such time and/or special temporary authority (STA) as may be 
appropriate in the circumstances.

      B.  Covenant Not to Amend or Modify.  Because the location and 
configuration of lessor station is critical to lessee business, lessor shall 
not attempt to amend its pending application or the Modification Application 
or modify any license issued by the FCC for the Modified Station or the 
Original Station without the prior written consent of lessee, which consent 
shall not be unreasonably withheld.

III.  USE OF THE CHANNELS.

      A.  Air Time.  Commencing on the Start Date, lessor shall provide to 
Lessee during the term of this Agreement all of the transmission capacity on 
the Modified Station 24 hours a day, seven days a week, every week.

      B.  Scope of Use.  The transmission capacity provided hereunder to 
Lessee is for the transmission of Lessee provided video programming, data 
and other information to reception points selected by Lessee.  The 
transmission capacity may be used by Lessee for any legal purpose, without 
any restriction on the substance, format or type of information or signal to 
be transmitted thereover.

IV.   FACILITIES.

      A.  Provision of Transmission Facilities.  No later than the earlier 
of six months after receiving notice from lessor that lessor received a 
grant of the Modification Application or such lesser time allowed by the FCC 
for such construction, provided such lesser time is reasonably adequate for 
such construction in accordance with the FCC's Rules, Lessee shall, at its 
sole expense, install the facilities authorized by the FCC for the Modified 
Station in accordance with the terms of lessor FCC authorization, the FCC's 
rules and of this Agreement, subject to such supervision and control by 
lessor as shall be required under the FCC's rules.  Subsequently, throughout 
the term of this Agreement, Lessee shall at its sole cost and expense 
provide to lessor appropriate space (complete with utilities and necessary 
environmental controls), transmitters, waveguide, antennas and other 
associated equipment for the Modified Station (which equipment may be shared 
with other stations).  Subject to the provisions of Section VII.E, Lessee 
shall retain title to the Modified Station.  In addition, Lessee will 
cooperate with lessor in obtaining at the earliest possible date (and in any 
event prior to any renewal term) an agreement between lessor and the owner 
of the transmission site at which the Modified Station will be located so as 
to assure that lessor continues uninterrupted operations if Lessee's site 
agreement expires or Lessee defaults under its site agreement.  Lessor will 
not take any action that would remove his eligibility to hold a license 
issued under FCC rules then applicable to the facility during the initial 
term and the renewal term(s) and he will duly file each license renewal 
application) and any other FCC applications) or report(s) at Lessee's 
expense that are required to continue and extend the term of license issued 
by the FCC.

      B.  Start Date.  For purposes of this Agreement, the Start Date shall 
be the date Lessee completes construction of the Modified Station.

      C.  Operation and Maintenance.  Lessee shall, at its own cost and 
expense, retain technically qualified personnel to operate, repair, and 
maintain the transmission facilities under the technical direction, 
supervision and control of lessor to assure continued operation of the 
Modified Station in accordance with lessor FCC license and the FCC's rules 
and regulations.  Lessee shall make available to lessor upon reasonable 
request records of all repairs and maintenance activities and shall notify 
lessor in the event transmission service is interrupted for any reason for a 
period of five (5) minutes or more.

      D.  Interference.  Lessee shall operate the Modified Station in such a 
fashion as to ensure that such operation does not create or increase 
interference to any other FCC applicant, permittee, or licensee entitled to 
protection under the FCC's rules and policies.  In the event of any creation 
or increase in interference associated with the Modified Station, Lessee 
shall pay all reasonable costs, including any costs of lessor attorney and 
engineers, to resolve all interference to FCC applicants, permittees, or 
licensees entitled to protection under the FCC's rules and policies, 
provided however, that the Lessee shall have approved such costs in advance 
in writing.

      E.  Modification of Transmission Facilities.  lessor and Lessee 
acknowledge the possibility that as a result of currently unforeseen events 
or changes in the FCC's rules and policies, the technical configuration of 
the Modified Station may prevent Lessee from optimizing its business 
throughout the term of this Agreement. lessor therefore agrees that if any 
time and from time to time Lessee so requests, lessor shall use his best 
efforts to apply to the FCC for authority to modify the transmission 
facilities (including, without limiting the generality of the foregoing, to 
increase transmitted power, to increase antenna height, to modify the 
transmission and antenna systems or to relocate the Modified Station) to 
meet the reasonable requirements of Lessee.  Lessee shall bear all 
reasonable costs associated with such modifications, including engineering 
and construction, and all reasonable costs associated with obtaining FCC 
approval thereof, provided that such costs are approved by Lessee in advance 
in writing.  Upon the completion of such modification, the modified facility 
shall become the Modified Station.

      F.  Additional Equipment.  Lessee, at its own expense, may install 
attachments to the Modified Station (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 attachment do not violate any FCC rules and regulations.  Any equipment 
used in making attachments shall be provided by Lessee and Lessee shall be 
responsible for the operation, maintenance and repair of all such equipment.

      G.  Reception Equipment. lessor has no responsibility hereunder to 
provide any reception antennas, down converters, decoders, descramblers, 
power supplies or any other equipment required to display signals 
transmitted over the Modified Station ("Reception Equipment") . Lessee may, 
in its sole discretion and on terms and conditions of its choosing, install 
or cause to be installed such Reception Equipment as may be required, from 
time to time, in order to receive the signals to be transmitted over the 
Modified Station.

      H.  Program Origination and Delivery.  Lessee shall be solely 
responsible for the origination of any and all signals to be transmitted 
over the Modified Station and the delivery of such to the Modified Station, 
and shall bear all costs and expenses in connection therewith.

V.    CHARGES

      A.  Commitment Fee.  In consideration for Lessor's loss of opportunity 
and forbearance from dealing with others for service on the Station, Lessee 
shall pay to Lessor a Commitment Fee of One Thousand Dollars ($1,000) in the 
form of a cashier's check within seven (7) days of receiving notice from 
Lessor that the FCC has granted the Modified Application.

      B.  Transmission Fee.  Commencing on the Start Date and continuing 
thereafter for the term of this Agreement, Lessee shall pay to lessor in 
consideration of the faithful performance by lessor of his obligations 
hereunder a monthly fee (the "Transmission Fee") equal to the number of 
Subscribers (as calculated in accordance with the formula below) during the 
month in question multiplied by Ten Cents ($0.10). For purposes of computing 
the Transmission Fee due hereunder for any month, the term "Subscribers" 
shall be deemed to mean the number of subscribers contracting with Lessee to 
receive Lessee's programming over the Modified Station as of the last day of 
the prior month plus the number of such subscribers to Lessee's programming 
over the Modified Station as of the last day of the current month divided by 
two.  Only Subscribers which are current with respect to their payments 
shall be considered for this purpose; provided, however, that Subscribers 
paying after the fact for a prior month or months shall be counted as 
Subscribers for such month or months retroactively.  In those situations 
where programming is sold in bulk for viewing at isolated locations in the 
same facility (that is, where a number of viewing units are grouped for 
billing purposes such as may be the case with hotels and condominiums) and 
Lessee's rates therefore are less than its prevailing monthly rate for the 
sale of Lessee's programming. over the Modified Station to individual 
Subscribers of its wireless cable service, the number of Subscribers from 
such bulk billing points shall be determined by dividing the total monthly 
revenues derived from the sale of Lessee's programming over Lessee's 
wireless cable business to the bulk billing points by the Lessee's then 
prevailing basic monthly rate for sale of programming to individual 
subscribers.

      C.  Minimum Monthly Payments.  Customer agrees to make minimum 
payments to carrier, commencing on the Start Date as follows:

            1)  For the initial twelve month period commencing on the Start 
      Date, Lessee shall pay to lessor a minimum of $250.00 per month.

            2)  For the second year, Lessee shall pay lessor a minimum of 
      $500 per month.

            3)  For the third year thereafter throughout the term of this 
      Agreement, lessee shall pay lessor a minimum of $750 per month.

      D.  Cost of Living Adjustment. The Minimum Monthly Payment shall be 
adjusted upward or downward based upon the consumer's price index as 
reported by the U.S. Department of Labor (1967=100) for each five (5) year 
renewal Term using 1991 as the base year.

      E.  Required Certificate and Payment Dates.  Lessee shall, within 
thirty (30) days of the end of each calendar month after the Start Date, 
mail to lessor by first class United States mail, postage prepaid, a 
certificate signed by an officer of Lessee showing the number of Subscribers 
served during said month, together with the Transmission Fee to be paid by 
Lessee hereunder for such month.

      F.  Right to Audit.  For the purpose of permitted verification by 
lessor of any payments due, Lessee shall keep and preserve for at least 
three (3) years a true and accurate record of all sales and business 
transacted during the term of this Agreement, including, without limitation, 
all invoices, correspondence, ledgers, financial and other records relating 
to its subscribers and billings.  Lessor, his agents, employees, or 
representatives, shall have the right, upon seventy two (72) hours advance 
notice to Lessee, to examine all such books and records of Lessee at any 
reasonable time during business hours.  If, as a result of Lessor's 
examination of such books and records, Lessor's certified public accountants 
determine that any payment by Lessee was insufficient, Lessee agrees to pay 
to the deficiency within five (5) days of receiving notice from Lessor.  If 
it is determined that Lessee has underpaid by seven (7%) or more, then in 
addition to the payment of the deficiency, Lessee shall pay Lessor's cost of 
examining Lessee's books and records and an additional fee equal to ten 
percent (10%) of the amount of the deficiency.  Lessor shall hold all 
information obtained from Lessee's records in confidence, except as may be 
necessary for the enforcement of his rights under this Agreement or except 
pursuant to any legal requirements.  In the event of dispute concerning the 
sufficiency of any payment due Lessor under this agreement, the dispute 
shall be resolved by arbitration conducted by a single arbitrator chosen by 
the American Arbitration Association.  The decision of such arbitrator shall 
be final and binding on the parties hereto.  The cost of such arbitration 
shall be borne jointly by the parties provided, however, that if the 
arbitrator shall determine that Lessee has underpaid the transmission fee 
due to Lessor by 7% or more the cost of such arbitration shall be borne by 
the Lessee.

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

      H.  Proration of Fees.  In the event that (i) the Start Date shall be 
date other than the first day of a calendar month, or (ii) this Agreement 
shall be terminated on a date other than the last day of a calendar month, 
then the Transmission Fee for such month shall be proportionately reduced.

      I.  Taxes.  If federal, state, or local taxes (other than taxes on the 
income of Lessee) are applicable, or become applicable to the services 
provided under this Agreement, it will be the responsibility of Lessor to 
pay such taxes and/or reimburse Lessee for its payment of such taxes.

      J.  Broker's Fees.  Simultaneously with the Execution of this 
Agreement, Lessee shall pay to Suncoast Wireless Cable, 7800 113th Street 
North, Suite 201, Seminole, Florida 34642, ("Broker") a broker's fee in the 
form of a cashier's check for the amount of One Thousand Six Hundred 
Seventy-Five Dollars ($1,675) in partial payment of Broker's services in 
introducing Lessee and Lessor and brokering this Agreement.  Within 7 days 
of the granted modification, Lessee shall pay Suncoast Wireless Cable an 
additional Three Thousand Three Hundred Twenty-Five Dollars ($3,325) in the 
form of a cashier's check.

VI.   PROSECUTION OF APPLICATIONS AND PETITIONS

      A.  FCC Filings.  Both parties shall diligently prepare, file and 
prosecute before the FCC all necessary or desirable petitions, waivers, 
applications and other related documents required to secure FCC approval of 
the matters addressed herein.  Notwithstanding anything herein to the 
contrary, it is understood that no filing shall be made with the FCC with 
respect to the subject matter hereof unless both parties hereto shall have 
reviewed said document and shall have consented in advance to its 
submission.

      B.  Further Efforts.  While this Agreement is in effect, Lessor shall 
use his best efforts to obtain and maintain in force all licenses, permits 
and authorizations required in connection with Lessee's use of the Modified 
Station hereunder, and shall file and prosecute all necessary applications 
for license renewal.  Lessor shall also file such reasonable protests or 
other petitions to deny against applications of third parties for licenses 
as may be requested by Lessee.  Lessor, if requested by Lessee, and to the 
extent requested, shall use his best efforts to prevent any unauthorized 
individual or entity from receiving the signals transmitted over the 
Modified Station, provided that all costs and expenses in connection 
therewith are paid by Lessee.  Lessor shall promptly notify Lessee of any 
event which may affect the licenses, permits, or authorizations for the 
Modified Station.  Lessor shall fully cooperate with all reasonable requests 
of Lessee for assistance in the construction, operation and maintenance of 
any additional facilities which Lessee may desire in order to optimize its 
business within the city metropolitan area, provided that Lessee shall 
reimburse Lessor for all reasonable expenses incurred by Lessor in providing 
such assistance.

VII.  REPRESENTATIONS AND WARRANTIES.

      A.  Lessee Representations and Warranties.  In addition to 
representations and warranties set forth above, Lessee represents and 
warrants to Lessor that:

            1.  Organization.  It is duly organized and existing under the 
      laws of the state of its incorporation, is qualified to do business in 
      the state in which the Modified Station will be located and has full 
      power and authority to carry out all of the transactions contemplated 
      hereby.

            2.  Authorization.  All necessary actions on its parts to 
      authorize the execution and delivery of this Agreement and the 
      performance of its obligations hereunder have been taken.

            3.  Compliance with Law.  It is in compliance and shall comply 
      with all laws, rules and regulations governing the business, 
      ownership, and operation of the Modified Station.  The carrying out of 
      the provisions of this Agreement will not result in any violation or 
      be in conflict with any judgement, decree, order, statute, rule or 
      regulation of any governmental authority with jurisdiction over it.

            4.  No Violation.  Neither the execution and delivery of this 
      Agreement nor the performance of the transactions contemplated hereby 
      constitutes or will constitute or will constitute a violation of, be 
      in conflict with, constitute a default under, or be ultra vires as to, 
      any term of provision of its articles of incorporation or other 
      governing instruments or any agreement or commitment to which it is 
      bound. or any judgement, decree, order, regulation or rule of any 
      court or governmental authority, or any statute or law.  Except for 
      approval of the FCC, no consent of any federal, state or local 
      authority is required in connection with the execution and delivery of 
      this Agreement or any other agreements, certificates or instruments 
      executed and delivered herewith or with the performance of the 
      transactions contemplated hereby and thereby.

            5.  Litigation.  There is no action, suit, proceeding or 
      investigation pending or, to its best knowledge, threatened against it 
      before any court, administrative agency or other governmental body 
      relating in any way to the transactions contemplated by this 
      Agreement, and it does not know of any valid basis for the 
      commencement of any such action, proceeding or investigation.  It has 
      not been charged with, and, to its best knowledge, has not been under 
      investigation with respect to any charge concerning, any material 
      violation of any provision of any federal, state, or local law or of 
      any administrative regulation.  No unsatisfied judgement, order, writ, 
      injunction, decree or assessment of any court or of any federal, 
      state, local or other governmental department, commission, board, 
      bureau, agency or instrumentality relating in any way to this 
      Agreement has been entered against and served upon it.  There is no 
      action, proceeding or investigation pending or, to its best knowledge, 
      threatened against it, nor are there questions or challenges that 
      otherwise seek to prevent the consummation or performance of this 
      Agreement.

      B.  Lessor Representations and Warranties.  In addition to 
representations and warranties set forth above, Lessor represents and 
warrants to Lessee that:

            1.  Authorization.  He has full power and authority to carry out 
      all of the transactions contemplated hereby.  All necessary actions on 
      his part to authorize the execution and delivery of this Agreement and 
      the performance of his obligations hereunder have been taken.

            2.  Compliance with Law.  He is in compliance and shall comply 
      with all laws, rules and regulations governing the business, 
      ownership, and operation of the Modified Station.  The carrying out of 
      the provisions of this Agreement will no result in any violation or be 
      in conflict with any judgement, decree, order, statute, rule or 
      regulation of any governmental authority with jurisdiction over him.

            3.  No Violation.  Neither the execution and delivery of this 
      Agreement nor the performance of the transactions contemplated hereby, 
      constitutes or will constitute a violation of, be in conflict with, 
      constitute a default under, or be ultra vires as to, any term or 
      provision of any agreement or commitment to which he is bound, or any 
      judgement, decree, order, regulation or rule of any court or 
      governmental authority, or any statute or law.  Except for approval of 
      the FCC, no consent of any federal, state or local authority is 
      required in connection with the execution and delivery of  this 
      Agreement or any other agreements, certificates or instruments 
      executed and delivered herewith or with the performance of the 
      transactions contemplated hereby and thereby.

            4.  Litigation.  There is no action, suit, proceeding or 
      investigation pending or, to his best knowledge, threatened against 
      him before any court, administrative agency or other governmental body 
      relating in any way to the transactions contemplated by this 
      Agreement, and he does not know of any valid basis for the 
      commencement of any such action, proceeding or investigation.  He has 
      not been charged with and, to his best knowledge, has not been under 
      investigation with respect to any charge concerning, any material 
      violation of any provision of any federal, state, or local law or of 
      any administrative regulation.  No unsatisfied judgement, order, writ, 
      injunction, decree or assessment of any court or of any federal, 
      state, local, or other governmental department, commission, board, 
      bureau, agency, or instrumentality relating in any way to this 
      Agreement has been entered against and served upon him.  There is no 
      action, proceeding or investigation pending or, to his best knowledge, 
      threatened against him, nor are there questions or challenges that 
      otherwise seek to prevent the consummation or performance of this 
      Agreement.

            5.  Lessor will not take any action that would remove his 
      eligibility to hold a license issued under FCC rules then applicable 
      to the facility during the initial term and the renewal term(s) and he 
      will duly file each license renewal application and any other FCC 
      application or report(s) at Lessee's expense that are required to 
      continue and extend the term of license issued by the FCC.

      C.  Survival of Representations and Warranties.  The representations 
and warranties contained in this Agreement shall not in any respect be 
limited or diminished by any past or future inspection, examination, or 
possession on the part of the parties or their representatives of any 
records, documents, information or properties.  Such warranties and 
representations shall be deemed to be continuing during the term of this 
Agreement, and each party shall have the duty promptly to notify the other 
of any event or circumstance which might reasonably be deemed to constitute 
a breach of or lead to a breach of its warranties or representations 
hereunder.

      D.  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.

      E.  Indemnification.  Each of Lessor and Lessee (as the case may be 
the ("Indemnitor") hereby covenants and agrees to, and shall, indemnify, 
defend and save harmless the other, its directors, officers, and employees, 
partners and affiliates and its respective successors or assigns (the 
"Indemnitees") from and against, and shall reimburse the Indemnitees on 
demand for any and all liabilities, losses, damages, claims, demands, 
actions, costs and expenses (including without limitations, reasonable court 
costs and attorney's fees) of whatsoever kind or nature, which any of the 
Indemnitees may suffer, sustain, incur, or put to, pay, expend or lay out by 
reason, by virtue or as a result of (i) each and every breach or default by 
the Indemnitor of any of its covenants, agreements, duties or obligations 
hereunder, or (ii) each and every breach or default of, or inaccuracy or 
omission in, any representation or warranty of it contained herein.  In any 
case where indemnification is sought by the Indemnitees, the Indemnitees 
shall (1) notify Indemnitor as soon as reasonably practicable of any claim, 
litigation, or threatened claim or litigation, to which this indemnification 
relates, and (2) shall afford the Indemnitor the opportunity to participate 
in, and, at the option of the Indemnitor (subject to the approval of the 
Indemnitees) comprise, settle, defend or otherwise resolve the claim or 
litigation (and the Indemnitees shall not effect any such compromise or 
settlement without prior written consent of the Indemnitor).

VIII. TERMINATION

      A.  Termination by Reason of FCC Action. This Agreement shall be 
terminated in the event the FCC fails to grant the Modification Application 
within four months prior to the expiration of Lessor's time to construct the 
original Station.  This Agreement shall be terminated immediately in the 
event that the FCC determines after grant of the Modification Application 
that Lessor is not authorized to operate the Modified Station as 
contemplated by this Agreement.  Should such determination occur without 
either party having breached this Agreement, there shall be a final 
accounting of monies due under this Agreement and, when completed, there 
shall be no further liability of one party to the other.

      B.  Termination by Reason of Lessee Default or Non-Performance. This 
Agreement may be terminated at the option of Lessor without further notice 
if (I) Lessee fails to make a payment required by Section V and such breach 
continued uncured for a period of ten (10) consecutive days after written 
notice of such breach; (ii) Lessee does not commence transmission over the 
Modified Station within one (1) year after the FCC grants the Modification 
Application unless such failure is beyond Lessee's reasonable control. (iii) 
Lessee is in default under the site agreement and such default is not cured 
within the time allowed for cure in the site agreement, the site agreement 
is terminated before the expiration of the term of this Agreement, or 
Lessee's rights under the site agreement are restricted in any manner that 
materially affects its ability to perform this Agreement; (iv) Lessee 
commences any proceeding relating to its reorganization, dissolution or 
liquidation or shall discontinue business, become insolvent or at any time 
shall fail generally to pay its obligations as they fall due; (v) Lessee 
makes an assignment for the benefit of creditors or applies for or consents 
to the appointment of a receiver, trustee, or liquidator for all or 
substantially all of its assets; or (vi) any governmental agency or 
bankruptcy court or other court shall assume custody of the whole or any 
part of Lessee's assets.

      C.  Termination in Other Cases of Breach, Default, or Non-Performance.  
In all other cases not specifically provided for, this Agreement may be 
terminated by either party upon the breach of any material warranty or 
representation or the default or non-performance by the other party of its 
obligations under this Agreement if such breach, default, or non-performance 
continues uncured for a period of thirty (30) consecutive days after such 
other party's receipt of written notice thereof from the party giving such 
notice, provided, however, that in the event of a dispute concerning such 
breach or default, the dispute shall be resolved by an arbitration conducted 
by a single arbitrator chosen by the American Arbitration Association.  The 
decision of such arbitrator shall be final and binding on the parties 
hereto.  The cost of such arbitration shall be borne jointly by the parties 
within 30 days after notice of one party to the other that termination is 
sought pursuant to this provision.

      D.  Effects of Termination.  Termination of this Agreement shall not 
affect Lessee's obligation to pay any amounts due to Lessor accrued prior to 
the effective date of termination, nor shall any termination pursuant to 
Section VIII.B or VIII.C affect or diminish the rights or claims or remedies 
available to the non-defaulting party arising by reason of such breach, 
default or non-performance.

      E.  Continued Operations.  Upon expiration or termination of this 
Agreement (except for termination resulting from Lessor's breach of this 
Agreement) , Lessee shall promptly surrender control of and title to the 
Modified Station to Lessee free and clear of any and all liens, charges, 
security interests and encumbrances whatsoever and shall take such further 
steps as may be reasonably necessary to assure that there is no interruption 
in service by Lessor.

IX.   INSURANCE

      A.   Policies Required.  Lessee shall, at its own cost, maintain with 
sound and financially reputable insurers, insurance with respect to the 
Modified Station and Lessee's utilization of the Modified Station against 
casualty and other losses of the kinds customarily insured against by firms 
of established reputations engaged in the same or a similar line of 
business, of such types and in such amounts as are customarily carried under 
similar circumstances by such firms, including, without limitation:

            1.  "All-risk" property insurance covering the Modified Station 
      to the extent of one hundred percent (100%) of its full replacement 
      value without deduction for depreciation;

            2.  "All-risk" business interruption insurance and/or extra 
      expense insurance covering Lessee's potential business losses in the 
      event of casualty to the Modified Station.;

            3.  Comprehensive general public liability insurance covering 
      liability resulting from Lessee's operation of the Modified Station on 
      an occurrence basis having minimum limited of liability in an amount 
      of not less than One Million Dollars ($1,000,000) for bodily injury, 
      personal injury or death to any person or persons in any one 
      occurrence, and not less than Two Million Dollars ($2,000,000) in the 
      aggregate for all such losses during each policy year, and not less 
      than One Million Dollars ($1,000,000) with respect to damage to 
      property;

            4.  All worker's compensation, automobile and similar insurance 
      required by law;

            5.  Such additional or difference insurance as Lessor, in his 
      reasonable business judgement, shall request as a result of changing 
      conditions.

      B.  Insurance Policy Forms.  All policies of insurance required by 
this Section shall, as appropriate, designate Lessor as either the insured 
party or as a named additional insured, shall be written as primary 
policies, not contributory with and not in excess of any coverage which 
Lessor shall carry, and shall contain a provision that the issuer give to 
Lessor thirty (30) days prior written notice of any cancellation or lapse of 
such insurance or of any change in the coverage thereof.

X.    MISCELLANEOUS.

      A.  Assignments

            1.  Assignment of Authorization.  Lessor may not assign or 
      transfer his FCC authorization for the Modified Station during the 
      term hereof unless the assignee agrees in writing to assume Lessor's 
      obligations hereunder and unless Lessee gives its prior written 
      consent, which shall not be unreasonably withheld.  Notwithstanding 
      the foregoing, Lessor may assign his authorization for the Modified 
      Station to any partnership or corporation in which he holds an equity 
      interest without the prior consent of Lessee if that partnership or 
      corporation agrees in writing to assume Lessor's obligations 
      hereunder.

            2.  Assignment of Agreement.  Except as set forth above, no 
      party may assign or transfer its rights, benefits, duties or 
      obligations hereunder without the prior written consent of the other, 
      which consent shall not be unreasonably withheld.  Notwithstanding the 
      foregoing, Lessee may assign its rights, benefits, duties and 
      obligations hereunder to a lender in connection with the financing of 
      its wireless cable system without securing the prior written consent 
      of Lessor.

      B.  Counterparts.  This Agreement may be executed simultaneously in 
several counterparts, each of which shall be an original and all of which 
together shall constitute one and the same instrument.

      C.  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 lessor of the other party, or 
making any contractually binding representations as to the other party which 
shall be deemed representations contractually binding such party.

      D.  Due Authorization.  Each of the Signatories personally represents 
and warrants that he is duly authorized to execute this Agreement on behalf 
of the party on whose behalf he purports to execute this Agreement.

      E.  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.  This Agreement 
shall be binding on and shall inure to the benefit of the parties hereto and 
their respective successors and assigns, subject, however, to the provisions 
hereof restricting assignment. 

      F.  Force Majeure. If by reasons of force majeure either party is 
unable, in whole or in part, to carry out its obligations hereunder, said 
party shall not be deemed in violation or default during the continuance of 
such inability.  The term "force majeure" as used herein shall mean the 
following: acts of God, acts of public enemies, orders of any kind of the 
government of the United States of America or any of its departments, 
agencies, political subdivisions, or officials, or any civil or military 
authority; earthquakes; fires, hurricanes, volcanic activity, storms of 
extraordinary force, floods, washouts, droughts, civil disturbances, 
explosions, disruptions to the equipment manufacturing process, including 
labor strikes and lockouts, beyond the control of Lessee, the inability of 
the equipment manufacturer to deliver equipment ordered by Lessee in a 
timely manner due to reasons beyond the control of Lessee.

      G.  Governing Law.  This Agreement shall be governed by, and construed 
and enforced in accordance with, the laws of the state of Vermont.

      H.  Jurisdiction and Venue.  In the event of any dispute between the 
parties regarding the rights and obligations of any party hereunder, except 
for the arbitration provisions contained herein, any party shall have the 
right to sue the other party in state courts located in Vermont.  For any 
and all such purposes, the parties hereto hereby irrevocably submit to the 
jurisdiction of such courts waive all objections thereto (on the grounds of 
improper venue, forum non conveniens or otherwise), and agree that service 
of process upon each as provided in the section concerning Notices herein 
shall be effective to establish personal jurisdiction over it in such 
courts.

      I.  Headings. The headings herein are inserted for convenience only 
and shall not constitute a part of this Agreement.

      J.  Notices.  Except as set forth above concerning the payment of 
Transmission Fees, all notices and documentation given under this Agreement 
shall be in writing and shall be deemed given the first weekday (excluding 
Federal holidays) after being sent by United States Express Mail, return 
receipt requested, or by Federal Express, signature required, to the other 
party at the following address:

If to Lessee:

New England Wireless
56 Green Street
Bellows Falls, Vermont 05101

William M. Barnard
McFadden, Evans & Sill
1220 19th Street, N.W., #501
Washington, D.C. 20036 

If to Lessor:

Blake Twedt
810 18th St.
Largo, FL 34640

      L.  Parties Defined. The parties to this Agreement shall include the 
parties identified at the head of this Agreement, or any corporation or 
other entity into or with which any of them be incorporated, merged or 
consolidated, or any corporation or entity which shall succeed to or acquire 
all or substantially all of the business and/or assets of any of them, as 
the case may be.

      M.  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 nondefaulting party shall be entitled, as a 
matter of right, without further notice, to require of the defaulting party 
specific performance of all of the acts, services and undertakings required 
hereunder including the 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 of 
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.

      N.  Reallocation of OFS H Group Channels.  The parties acknowledge 
that the FCC has proposed to reallocate the OFS H Group channels to the 
Multipoint Distribution Service ("MDS").  In the event of such reallocation, 
the parties shall use their best efforts to carry out the intention of this 
Agreement by having Lessor provide a non-common carrier MDS transmission 
service to Lessee.

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

IN WITNESS WHEREOF, the parties have executed this Agreement on the date 
first above written.

LESSOR                             /S/____________________________


New England Wireless               /S/____________________________