Franchise Transfer Exhibit A

EXHIBIT A

This Guaranty of Performance (the "Guaranty") is made and entered into on the _______ day of _______________, 2002, by Advance/Newhouse Partnership, a New York general partnership ("A/N") on behalf of itself.

WHEREAS, the City of Tampa, Florida (the "City") granted a franchise (the "Franchise") to Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") to erect, construct, operate and maintain a cable system in the City of Tampa pursuant to that certain Franchise Agreement To Provide Cable Services between the City and TWE-A/N dated as of March 23, 2000 (the "Franchise Agreement"), and subject to the "Tampa Cable Communication Ordinance", Chapter 7 of the City of Tampa Code, as in effect on the date hereof, all of which documents are collectively referred to as the Franchise Documents; and

WHEREAS, pursuant to a Master Transaction Agreement dated as of August 1, 2002, among TWE-A/N, Time Warner Entertainment Company, L. P., Paragon Communications and A/N, TWE-A/N will transfer the Franchise and the cable system serving the City of Tampa to a new company, TWEAN Subsidiary, LLC (the "Proposed Transaction"); and

WHEREAS, the City consented to the Proposed Transaction through a resolution of the City Council of the City, conditioned upon execution of a transfer agreement among the City, TWE-A/N, A/N and TWEAN Subsidiary, LLC (the "Transfer Agreement") and related documents including this Guaranty; and

WHEREAS, A/N (the "Guarantor") is an indirect parent of TWEAN Subsidiary, LLC (the "Franchisee") and will have a substantial interest in the Franchise, in the conduct of the Franchisee and in the Franchise Documents, which are incorporated herein by this reference;

NOW, THEREFORE,

To satisfy one of the conditions to the City's consent to the Proposed Transaction, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:

1. The Guarantor, on behalf of itself guarantees absolutely, irrevocably and unconditionally to the City the complete and prompt observance, fulfillment and performance by the Franchisee of each and every provision and obligation contained in the Franchise Documents and the Transfer Agreement.

2. This Guaranty, unless terminated, substituted or cancelled as hereinafter provided, shall remain in full force and effect for the term of the Franchise Agreement; provided, however, that upon the City's prior written approval of a substitute guarantor, which approval shall not be unreasonably withheld, this Guaranty may be terminated, substituted or cancelled upon written notice from the Guarantor to the City and the Franchisee. Any such substitution of the Guarantor will be implemented in a manner that ensures that the substitute guaranty is in place and effective prior to or contemporaneously with the termination, substitution or cancellation of this Guaranty so that there is no breach in coverage. Any such termination or cancellation shall not affect liability incurred or accrued under this Guaranty prior to the effective date of such termination or cancellation.

3. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida, as applicable to contracts entered into and to be performed entirely within the State of Florida.

4. If any one or more of the covenants, agreements or provisions of this Guaranty shall be held to be contrary to any express provision of law or contrary to any policy of express law, although not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid or unenforceable, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Guaranty.

IN WITNESS WHEREOF, the Guarantor on behalf of itself has caused this Guaranty to be executed under seal by its duly authorized representatives on the date first above written.

GUARANTOR

ADVANCE/NEWHOUSE PARTNERSHIP

By: Advance Cable Holdings Corp.

By: __________________________

NAME:

TITLE:

K/Sam/Agmts/Cable.Franchise.Transfer.Agmt.Exhibit A.11-08-02