Exhibit B

The Triangle J Cable Consortium advocates for and protects local government and the public interest in the regulation and development of various cable and wireless broadband systems in the seven-county Triangle J Region. In particular, the Consortium serves its local government members and the communities they represent by monitoring and helping resolve consumer concerns in these jurisdictions, and by participating in the planning, implementation and management of communications technologies that use the public rights of way.

The Consortium acknowledges that the policy, regulatory and legislative work of the Consortium is undertaken in a very dynamic communications technology environment. Consequently, the Consortium retains flexibility to modify or revise these services as may be required from time to time.

The purpose of the Consortium under this agreement is to facilitate and administer a regional approach to sound public policy on cable and video services provided to the public within the participating jurisdiction. This approach is designed among other things to effectively administer cable television regulatory and broadband agreements that safeguard the public and the public’s authority over the use of public rights-of-way by telecommunication and broadband providers.

Services:

1. Advise Cable Consortium members regarding the implementation of effective cable television franchise compliance activities consistent with current and future state and federal laws and regulations.
2. Identify and address cable franchise compliance issues in response to and, when possible, prior to cable company actions.
3. Assist Cable Consortium members certify and report their cable franchise fee and PEG subscriber revenues to the North Carolina Department of Revenue.
4. Ensure proper itemization and dispersal of the local government share of state video programming and telecommunications sales taxes that will replace local cable franchise fees beginning on January 1, 2007.
5. Assist Cable Consortium members apply for PEG channels and grants for which they qualify pursuant to North Carolina Cable laws.
6. Assist Cable Consortium members collect franchise fees on advertising, launch, equipment rental and installation fees for which they qualify pursuant to the North Carolina Cable laws.
7. Monitor and track actions by the North Carolina Attorney General to enforce customer service violations by video providers operating pursuant to any state issued cable franchise.
8. Monitor and track Notice of Franchise, Notice of Service, Annual Service Reports, Notice of Withdrawal, Change of Ownership, and Incumbent Cable Operator Franchise Termination Notices related to the issuance of state franchises by the North Carolina Secretary of State that may affect Cable Consortium members.
9. Provide consumer protection, as allowed and prescribed by current law, for residents within Cable Consortium member communities in cable television matters by serving as an ombudsman to facilitate the resolution of consumer complaints, by enforcing customer service standards, by enforcing the provisions in cable television contracts and by addressing right-of-way management/compliance issues.
10. Continue to analyze the proposed federal (national) franchising legislation to inform consortium members how those changes may impact consumers and local governments.
11. Continue to monitor and report on FCC actions which impact local governments’ ability to protect the public interest in the dissemination of broadband and video services.
12. Arrange for franchise fee audits (cost plus basis) to ensure full payment by cable companies.
13. Spot check the cable operator’s plant for conformance to the National Electric Safety Code and other federal, state and local codes and document non-compliance situations.
14. Perform video signal quality checks to document consumer complaints regarding substandard cable video service.
15. Advise on the development and deployment of broadband wireless internet services by consortium members interested in providing low-cost broadband internet services to boost telecommuting and provide services to small enterprises, such as home based businesses.
16. Draft local public rights-of-way ordinances, pole attachment agreements and other relevant contracts and agreements to help ensure that Cable Consortium members are fully authorized and equipped to ensure the public’s safety and the use and maintenance of local public rights-of-way.
17. Advocate for open, nondiscriminatory competitively neutral access to content distributed by commercial providers (cable and telephone companies) via the Internet by content providers, such as Google and E-Bay, that are not affiliated with the broadband provider.
18. Distribute, periodic updates related to cable television and other telecommunication matters that may adversely affect local governments and prepare “sample” advocacy letters that Cable Consortium members may choose to send state and federal elected and appointed officials. Advocate directly on behalf of TJCOG Cable Consortium members when necessary.
19. Provide legal services at cost either to the Cable Consortium as a group or individually to its members in state or federal proceedings. Such legal representation exceeds the service scope of the flat annual fee arrangement and is offered on an a la carte basis.
20. Assist Consortium members regulate cable rates where such authority exists and to reinstate such authority where possible.