PARTICIPATION AGREEMENT

For

Formation of Cable Legislation Group

(September 18, 2007)

            Whereas the Steering Committee of the AT&T Intervention Group has recommended that the Intervention Group communities work together to influence the pending state cable franchise legislation (Assembly Bill 207/Senate Bill 107) and that a new group be formed, called the "Cable Legislation Group," to hire Boardman Law Firm LLP to coordinate such efforts, the undersigned, on behalf of the City of      Oak Creek         ("Participant"), hereby agrees to enter into this Participation Agreement for Formation of Cable Legislation Group  ("Agreement").  By this Agreement, Participant agrees to retain Boardman Law Firm LLP as its attorneys to undertake the following tasks on its behalf:  track the course of the pending cable franchise legislation, review Illinois' cable franchise legislation, draft talking points for use by local officials in contacting their respective legislators, prepare follow-up materials to be sent to the legislators after being contacted directly by the local officials, assist the chair of the Regional Telecommunications Commission with his on-going lobbying efforts, coordinate this Group's efforts with other municipal groups (which may include attending any meetings of the "Cable Task Force"), and other similar related activities.

            Participant agrees to pay its share of the costs and disbursements incurred by the Boardman Law Firm on behalf of the Cable Legislation Group, as follows.  The Participant's share shall be a

fraction of the total cost, the numerator of which is the number of cable subscribers in Participant's municipality, and the denominator of which is the total number of cable subscribers of all communities participating in the Cable Legislation Group.

            A Participant may withdraw from the Cable Legislation Group on 30 days written notice to the Steering Committee.  Unless a Participant has decided to terminate its participation in the Cable Legislation Group, decisions made by the Steering Committee regarding the activities undertaken by the Cable Legislation Group will be binding on all members of the Cable Legislation Group.

            A Participant may withdraw from the Cable Legislation Group on 30 days written notice to the Steering Committee, as defined below, but will be responsible for any costs incurred prior to withdrawal.  Any Participant withdrawing from the Cable Legislation Group specifically consents that other Cable Legislation Group members may use any and all attorney work product and may continue to use counsel retained on behalf of the Cable Legislation Group.

            The Cable Legislation Group will be governed its Steering Committee.  Until further notice, the Steering Committee members will be Karen Flaherty, City Attorney for Brookfield, and Alan Kesner City Attorney for Wauwautosa, and Eric Larson of Arenz, Molter, Macy and Riffle, S.C., which represents several participants.  Participant consents to the appointment of the above persons as members of the Steering Committee.  Unless a Participant has decided to terminate its participation in the Cable Legislation Group, decisions made by the Steering Committee regarding the activities to be undertaken by the Cable Legislation Group will be binding on all members of the Cable Legislation Group.

            Signed this ____ day of _______________, 2007.

                                                Participant:       __________________________________

                                                            By:       __________________________________

                                                                        ___________________________________

                                                                                    (Position)

Accepted:  Boardman Law Firm LLP

By:

_____________________________

Anita T. Gallucci