ORDINANCE OF THE CITY OF HANOVER, KANSAS CONSENTING AND APPROVING THE TRANSFER OF THE CABLE FRANCHISE.

WHEREAS, Allegiance Communications, LLC (“Franchisee”) owns, operates and maintains a cable television system (the “System”) in the City of Hanover, Kansas, pursuant to a valid franchise agreement as set forth in Ordinance/Resolution No. 601, dated June 12, 2000, as amended by Ordinance No. 617, dated August 14, 2006, (the “Franchise”); and,

WHEREAS, One Point Technologies, Inc. a Kansas corporation (“One Point” or “Buyer”), and Franchisee entered into a Bill of Sale, dated October 30, 2009 whereby One Point will acquire the System and the Franchise (the “Transfer”), and,

WHEREAS, Franchisee and One Point have requested consent of the City of Hanover, Kansas (the “City”) to the Transfer; and,

WHEREAS, the City has investigated the qualifications of One Point and finds it to be a suitable transferee; and,

NOW THEREFORE, BE IT ORDAINED BY THE CITY OF HANOVER, KANSAS, AS FOLLOWS:

SECTION 1. The City hereby approves and consents to the Transfer, to the extent required by the terms of the Franchise.

SECTION 2. The City confirms that (a) the Franchise is currently in full force and effect and the Franchisee is the only authorized holder of the Franchise; (b) Franchisee has properly invoked its franchise renewal rights under Section 626 of the Cable Communications Policy Act of 1984, as amended (c) the Franchise represents the entire understanding of the parties and Franchisee has no obligations to the City other than those specifically stated in the Franchise, and (d) Franchisee is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance known to the City which constitutes or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Franchise or would allow the City to cancel or terminate the rights thereunder.

SECTION 3. The City hereby consents to and approves the assignment, mortgage, pledge or other encumbrance, if any, of the Franchise, System or assets relating thereto, or of the interests in the permitted holder thereof, as collateral for a loan.

SECTION 4. This Ordinance shall take effect immediately upon its passage.

SECTION 5. The City releases Franchisee, effective upon the closing of the Transfer (the “Closing Date”), from all obligations and liabilities under the Franchise that accrue on and after the Closing Date; provided that One Point shall be responsible for any obligations and liabilities under the Franchise that accrue on and after the Closing Date.

SECTION 6. This Resolution shall have the force of a continuing agreement with Franchisee and One Point, and City shall not amend or otherwise after this Ordinance without the consent of Franchisee and One Point.

(11-09-2009)