Article 13. PURCHASE OF SYSTEM  

1.

Grantor's Right to Purchase System upon Receipt By Grantee of a Bona Fide Offer. Grantor shall be entitled to a right of first refusal of any bona fide offer to purchase the System made to Grantee. Bona fide offer as used in this section means an offer received by Grantee that it intends to accept. In the event Grantor decides to purchase pursuant to this section, the price shall be current market value or the bona fide offer, whichever is less.

2.

Procedures. In the event Grantor elects to exercise its right to purchase the System, as provided in section 13.1, the following shall then apply:

A.

Grantor and Grantee shall negotiate all terms and conditions of the purchase of the System.

B.

If Grantor and Grantee cannot agree upon the terms and conditions of the purchase, Grantor shall have the right to proceed to arbitration. Arbitration shall commence and proceed according to applicable state law except as follows:

(1)

The parties shall, within fifteen (15) days of Grantor's decision to proceed to arbitration, appoint one (1) arbitrator each who is experienced or knowledgeable in the field of cable communications systems and the purchase and valuation of business property. Arbitrators shall each agree upon the selection of a third arbitrator, similarly qualified within fifteen (15) days after appointment of the second arbitrator.

(2)

Within thirty (30) days after appointment of all arbitrators and upon ten (10) days written notice to all parties, the arbitrators shall commence a hearing on the terms and conditions of the purchase in dispute.

(3)

The hearing shall be recorded and may be transcribed at the request of either party. All hearing proceedings, debates and deliberations shall be open to the public and at such times and places as contained in the notice or as thereafter publicly stated in the order to adjourn.

(4)

The arbitration panel shall be required to determine the purchase price of the System according to the standards established in this Article.

(5)

At the close of the hearings and within thirty (30) days, the arbitrators shall prepare written findings and make a written decision agreed upon by a majority of the arbitrators which shall be served by mail upon Grantor and Grantee.

(6)

The decision of a majority of the arbitrators shall be binding upon both parties except that Grantor may, in its sole discretion and without any penalty or cost to Grantor of any kind, withdraw its offer to purchase within ninety (90) days of receipt of the final decision of a majority of the arbitrators.

(7)

Either party may seek judicial relief to the extent authorized under Minnesota Statutes sections 572.09 and 572.19 as the same may be amended, and, in addition, under the following circumstances:

(a)

A party fails to select an arbitrator;

(b)

The arbitrators fail to select a third arbitrator;

(c)

One (1) or more arbitrator is unqualified;

(d)

Designated time limits have been exceeded;

(e)

The arbitrators have not proceeded expeditiously; or

(f)

Based upon the record, the arbitrators abused their discretion.

(8)

In the event a court of competent jurisdiction determines the arbitrators have abused their discretion, it may order the arbitration procedure repeated and issue findings, orders and directions, with costs of suit to be awarded to the prevailing party.

(9)

Except as otherwise provided herein, the cost of arbitration shall be borne equally.

C.

The purchase price of the System to be paid by Grantor shall be the terms of the bona fide offer or current market value, exclusive of the value attributed to the Franchise itself, whichever is less.

D.

Grantee expressly waives its rights, if any, to relocation costs that might otherwise be provided by law.

E.

The date of valuation shall be no later than the date Grantor makes a written offer for the System.

3.

Purchase By Grantor Upon Termination of Franchise Term or Revocation of Franchise.

A.

The Grantor may, upon the payment of a fair valuation, ascertain, purchase, condemn, acquire, take over and hold the property and plant of the Grantee in whole or in part on the following conditions:

(1)

Upon revocation of the Franchise, such valuation shall not include any sum for the value of the Franchise and such plant and property shall be valued according to its book value at the time of revocation, or initial cost less depreciation and salvage.

(2)

At the expiration of the Franchise, such valuation shall be at fair market value, exclusive of the value attributed to the Franchise itself.

(3)

In the event Grantor shall terminate the Franchise pursuant to the provisions of this Franchise, it shall reimburse Grantee for the fair market value of the System, including both tangible and intangible assets.

B.

In the event of any dispute, the arbitration procedures in this Article shall be followed.