Franchise Transfer Exhibit B

EXHIBIT B

TWEAN Subsidiary, LLC (the "Franchisee") hereby accepts the franchise to erect, construct, operate and maintain a cable system in the City of Tampa (the "Franchise") pursuant to that certain Franchise Agreement To Provide Cable Services between the City of Tampa (the "City") and Time Warner Entertainment-Advance/Newhouse Partnership ("TWE-A/N") dated as of March 23, 2000 (the "Franchise Agreement"). By this acceptance, the Franchisee agrees that it shall be bound by the terms and conditions of the Franchise Agreement, and subject to the "Tampa Cable Communications Ordinance", Chapter 7 of the City of Tampa Code, and the Transfer Agreement among the City, TWE-A/N, Advance/Newhouse Partnership and the Franchisee dated _____________, 2002 (collectively, the "Franchise Documents").

By accepting the Franchise, the Franchisee further: (1) acknowledges and accepts the City's legal right to issue and enforce the Franchise Documents; (2) agrees that it will not oppose the City's intervention in any proceeding affecting the Franchise Documents or obligations thereunder; (3) accepts and agrees to comply with each and every provision of the Franchise Documents; and (4) agrees that the Franchise, and the City's consent to the transfer thereof, was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary.

The Franchisee declares that it has carefully read all of the terms and conditions of the Franchise Documents, and accepts and agrees to abide by same.

The Franchisee is bound to maintain and operate a cable system under the terms, conditions and limitations set forth in the Franchise Documents and other applicable law, as of the time and date it files this written acceptance with the City.

END OF SUBSTANTIVE PROVISIONS, SIGNATURE PAGE TO FOLLOW

AGREED TO THIS _______ DAY OF ___________________, 2002.

TWEAN Subsidiary, LLC

By: _______________________

Its: _______________________