GCI SPECIAL NON-QUAL DEFERRED COMP PLAN

EQUIPMENT PURCHASE

AGREEMENT


between


GCI Communication Corporation

and


Scientific-Atlanta, Inc.




EQUIPMENT PURCHASE AGREEMENT

TABLE OF CONTENTS

SECTION 1 DEFINITIONS
SECTION 2 SCOPE OF THE AGREEMENT
SECTION 3 PRICE AND PAYMENT
SECTION 4 DELIVERY SCHEDULE
SECTION 5 TITLE AND RISK OF LOSS
SECTION 6 INTERNATIONAL SALES
SECTION 7 REPRESENTATIONS
SECTION 8 INSPECTION, TEST AND ACCEPTANCE
SECTION 9 WARRANTY
SECTION 10 TERM AND TERMINATION
SECTION 11 LICENSED SOFTWARE
SECTION 12 NO RIGHTS IN TRADEMARKS
SECTION 13 OTHER INTELLECTUAL PROPERTY
SECTION 14 INJUNCTION
SECTION 15 PROPRIETARY RIGHTS INDEMNIFICATION
SECTION 16 INDEMNIFICATION AND LIMITATION OF LIABILITY
SECTION 17 FORCE MAJEURE
SECTION 18 NOTICES
SECTION 19 AMENDMENTS AND CHANGES
SECTION 20 ASSIGNMENT AND SUBCONTRACTING
SECTION 21 INDEPENDENT CONTRACTOR
SECTION 22 PUBLIC RELEASE OF INFORMATION
SECTION 23 MISCELLANEOUS
SECTION 24 ARBITRATION

EXHIBITS

EXHIBIT A PRICES
EXHIBIT B SCHEDULE
EXHIBIT C SOFTWARE LICENSE
EXHIBIT D FEATURE GROUP B/1 800 950 XXX SPECIFICATION




EQUIPMENT PURCHASE AGREEMENT

This Equipment Purchase Agreement (the "Agreement"), effective as of the 20th
day of December, 1995(the "Agreement Date"), is entered into by and between GCI
Communication Corporation, a corporation organized and existing under the laws
of Alaska (hereinafter referred to as "GCI' or "Buyer"), and Scientific-Atlanta,
Inc., a corporation organized and existing under the laws of the State of
Georgia (hereinafter referred to as "S-A").

WITNESSETH:

WHEREAS, S-A is engaged in the design and manufacture of satellite
communication equipment and the related software which resides therein; and

WHEREAS, Buyer is a financially responsible and independent business
organization engaged in the sale, installation and service of products similar
to those manufactured by S-A, and desires to purchase from S-A the satellite
communication equipment and license from S-A the related software which resides
therein; and

WHEREAS, S-A is willing to sell such equipment and deliver such software to
Buyer under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. Definitions

"Acceptance" is defined as the satisfactory resolution of all hardware
and software Specification deficiencies by S-A as identified by GCI.
GCI shall notify S-A of any deficiencies within thirty (30) days of
receipt of the last contract deliverable. Satisfaction of the list of
deficiencies will be the sole determinant of final payment. Not
withstanding any other remedies for latent defects, this list maybe
amended by mutual agreement of both parties.

"Agreement Date" is used as defined in the preamble.

"Equipment" means the items set forth on Exhibit A hereto, but expressly
excluding the Licensed software.

"Extreme Environment Mount" is defined as Model No. 8009AE. This mount
constitutes S-A's standard 11 Meter Mount and Actuators when used in
conjunction with S-A's standard 9.15 Meter Reflector.

"Licensed Software" is used herein as defined in the Software License.

"Remote Terminals" shall mean, collectively and as a combined operation,
the Equipment purchased by the Buyer and the Licensed software used
thereon, functioning as a DAMA satellite communications terminal.

"Proprietary Documentation" means any user manuals, training materials,
installation, repair or maintenance manuals, drawings, schematics or
any related documents provided by S-A to the Buyer.

"Prices" means the prices applicable to the Equipment set forth in
Exhibit A as adjusted from time to time in accordance with this
Agreement.

"Proprietary Information" shall mean any and all information, whether or
not in tangible form, of a confidential, proprietary or secret nature
belonging to, or licensed by S-A which is material to S-A and not
generally known by the public, other than Trade Secrets.

"Software License" means a Software License substantially in the form of
Exhibit C hereto.

"Specifications" shall mean the specifications as defined in the "GCI
ALASKA RURAL DEMONSTRATION PROJECT EQUIPMENT SUPPLY AND SERVICES
AGREEMENT ", dated June 21, 1994.

"Term" is used as defined in Section 10.1.

"Trademarks" shall mean the trademarks, trade names and logotypes used by
S-A to identify or in connection with the Equipment from time to
time, including without limitation, "Scientific-Atlanta" and
"SkyRelay (TM)".

"Trade Secrets" shall mean any and all information, whether or not in
tangible form, belonging to S-A or licensed by it including, but not
limited to, technical or non-technical data, formulae, patterns,
compilations, programs, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, marketing
plans, and lists of actual or potential customers or suppliers which
derive economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from their disclosure or
use and are the subjects of efforts that are reasonable under the
circumstances to maintain their secrecy. Specifically included in the
definition of Trade Secrets, but not by way of limitation, are (a)
marketing information obtained or derived during the term hereof on
existing and anticipated markets of S-A; (b) pricing, product costs,
product cost structures (ie.,, breakdown of cost among materials,
labor and overhead), and bills of materials for current or
anticipated product; (c) information on S-A's program strategies,
product features and performance for products under design or
anticipated for design; and (d) specific limitations and actual or
perceived deficiencies in existing or planned products and
technologies of S-A

"DAMA" shall mean "demand assigned multiple access."

2. Scope of the Agreement

The equipment specified in Exhibit A will be delivered in accordance with
Section 4 "Delivery Schedule". During the first thirty (30) days of the Term,
the Buyer may adjust the equipment quantities down by not more than ten percent
(10%). During the Term, the Buyer may order additional Equipment by submitting a
purchase order to S-A requesting delivery not sooner than ninety 90 days nor
longer than one hundred eighty (180) days from the date thereof or as mutually
agreed to by S-A and GCI. S-A will sell and deliver such Equipment on or before
the requested delivery date. S-A shall convey the Equipment free and clear of
all liens, claims and encumbrances.

Any terms, conditions or provisions in any purchase order received from the
Buyer inconsistent with this Agreement shall be deemed null and void unless an
authorized representative of S-A signs a document that contains such different
or additional provisions and conspicuously states an intention to amend the
terms and conditions of this Agreement.

Any Licensed Software residing in Equipment delivered to Buyer is subject
to the Software License as set forth in Section 11. S-A shall place into escrow
all source code for all software and firmware supplied to GCI as part of the
DAMA network; to include all future revisions. All initial escrow costs and
maintenance costs will be the responsibility of GCI.

The performance of each of S-A and the Buyer under this Agreement shall
comply with all applicable federal, state and local laws, regulations and
ordinances.

Buyer agrees that it shall not purchase any equipment which, in the opinion
of S-A, are competitive with the Equipment during the term of this Agreement
unless prior written consent of the S-A is first obtained.

The equipment described in Exhibit A comprises two projects, a DAMA network
expansion and the purchase and installation of six, 9.15M antennas. Termination
of one project will not automatically imply termination of the other.

3. Price and Payment

The prices for the Equipment and Services are listed in Exhibit A. The
total price for all Equipment and Services is: $7,688,447 (Contract Price),
increased or decreased by any amendment or change order made in accordance with
the Terms of this contract.

.1 The price shall be paid in United Stated Dollar currency in accordance
Section 3.2 below:

.2 Payment milestones are mutually agreed to be as follows:

Upon Contract Signature $1,013,603

Each subsequent calendar month for six months $984,813
(due upon the day of the month this agreement
is signed)

At successful completion of 9.15M install
and testing. $106,417

Final payment upon Acceptance $659,549*

* - When S-A meets each of the seven equipment delivery milestones, for the
months of February through July, 1996 for (equipment excluding the 9.15M antenna
systems), as set forth in Exhibit B, Buyer agrees to pay an incentive of $47,111
for each monthly milestone met. This amount would be added to the subsequent mid
month payment. Each time such payment is made the final payment of $659,549
shown above would be reduced by the corresponding amount. If; at the time of
delivery compliance with a milestone, the previous months' delivery has still
not been met, the incentive payment will not be applicable.

.3 Any amounts not paid when due shall bear interest at the rate of 1-1/2%
per month from the date such payment was due until the date payment is received.

.4 The Prices include all costs for the performance by S-A of its
responsibilities in accordance with the provisions of this Agreement but do not
include any amounts for duties, customs, shipping, federal, state or local taxes
imposed on the sale or use of such items or on the basis of the amounts paid or
the value of the items or services delivered or located at the installation
sites or on the basis of gross receipts (collectively, the "Shipping Charges and
Taxes"). The Buyer shall reimburse S-A for any of the Shipping Charges and Taxes
that S-A is required to pay. The Buyer shall not be responsible for taxes on
S-A's income or gross receipts from its overall business activities.

.5 The Statement of Work (SOW) for the installation of the 9.15 Meter
antenna installation at GCI's sites located at Barrow, Bethel, Dillingham, King
Salmon, Kotzebue, and Nome, Alaska is outlined below.

GCI will be responsible for providing the following:

Design and installation of the foundations.
Staging of antenna at the build site.
Provide forklift and crane as necessary.
Provide power to the outdoor antenna controller.
Provide a shelter and power for the indoor controller.
Provide test equipment for performing Antenna Tests
Install the RF.

S-A will be responsible for providing the following:

Provide 2 installation teams,
Will install the antennas and mounts.
Provide a list of required test equipment.
Perform antenna patterns to demonstrate that the antenna patterns meet
Code of Federal Regulations 47, Part 25 ss. 25.209, dated, October
1995.

Installation Sites and Schedule:- The installation window for a given site may
be changed by mutual agreement

Site Earliest Start Date Latest Start Date
1 Barrow June 12th, 1996 July 3rd, 1996
2 Bethel June 24th, 1996 July 24th, 1996
3 Dillingham July 3rd, 1996 August 14th, 1996
4 King Salmon June 12th, 1996 July 3rd, 1996
5 Kotzebue June 24th, 1996 July 24th, 1996
6 Nome July 3rd, 1996 August 14th, 1996

4. Delivery Schedule

The Buyer and S-A mutually agree to delivery schedule milestones
for equipment. The delivery schedule is attached to this Agreement as
Exhibit B.

Feature Group B/1800950 software specification are as defined in
Exhibit D.

5. Title and Risk of Loss

Title and risk of loss to all Equipment sold by S-A shall pass to
the Buyer upon delivery by S-A to a common carrier for shipment to the
Buyer.

6. International Sales

In no event shall the Buyer export any Equipment without the prior
written consent of S-A. If Buyer exports any Equipment outside the
United States, or such Equipment is re-exported from a foreign
destination, the Buyer shall insure that the distribution and
export/re-export of the Equipment is in compliance with all laws,
regulations, orders, or other restrictions of the U.S. Export
Administration regulations. Neither the Buyer, nor any of its
subsidiaries, will export or re-export any technical data, process,
product, or service, directly or indirectly, to any country for which
the United States government or any agency thereof requires an export
license or other governmental approval without first obtaining such
license or approval.

7. Representations

.1 The Buyer represents and warrants to S-A that (a) all information,
technical drawings, blueprints summaries and data of every kind
provided by the Buyer and its agents to S-A is in all material respects
accurate and correct as of the Agreement Date, and (b) no information
is known to the Buyer which, if disclosed to S-A, would have a material
impact on the technical requirements of and Specifications relating to
the Equipment and the Licensed Software.

.2 The Buyer covenants and agrees to cooperate with S-A by (i)
providing S-A access to the Buyer's premises, (ii) making Buyer's
technical personnel available to S-A on a timely basis, (iii) providing
additional information to S-A from time to time at S-A's request, and
(iv) taking such further actions as S-A may reasonably request in
connection with the efforts of S-A to fulfill its obligations under
this Agreement.

.3 The Buyer acknowledges and agrees that in order to preserve S-A's
image for high quality Equipment and thereby enhance its own sales, and
in consideration for S-A's making available to the Buyer the Equipment
at favorable prices, the Buyer agrees that it shall not engage in any
activities or sell or offer for sale any product which in S-A's
reasonable opinion would be competitive with the Equipment without
S-A's former written approval.

8. Inspection, Test and Acceptance

.1 S-A shall test and inspect the Equipment during production in
accordance with S-A's standard procedures.

.2 GCI shall notify S-A of any Specification deficiencies within thirty
(30) days of receipt of the last deliverable milestone as defined in
Exhibit B. Satisfactory resolution of the list of hardware and software
deficiencies will be the sole determinant of final payment. S-A shall
investigate such claims within fifteen (15) days of S-A's receipt of
the Buyer's written explanation and remedy any failure of such
Equipment to comply with the Specifications within thirty (30) days of
the completion of S-A's investigation. If the Buyer does not, within
ten (10) days of the expiration of the foregoing thirty (30) day
period, indicate in writing that it believes the Equipment does not
comply with the Specifications, the Buyer shall be deemed to have
Accepted the applicable Equipment. Any dispute between the parties
shall be resolved either by (i) mutual agreement or (ii) in accordance
with the arbitration procedures set forth in this Agreement.

9. Warranty

.1 Not withstanding the Acceptance terms stated above, S-A warrants
that the Equipment will comply with the Specifications, and will be
free from defects in materials and workmanship for a period of one (1)
year after date of Acceptance (the "Warranty Period").

.2 Except as provided in the Software License, S-A extends no
representations or warranties with respect to the Licensed Software.

.3 With respect to the Equipment, during the Warranty Period, S-A will,
following written notice of any breach of warranty from the Buyer, at
S-A's option, either (i) repair or replace any nonconforming Equipment
at Buyer's site or at the site where the Equipment is otherwise located
or (ii) request the Buyer to ship any nonconforming Equipment to S-A,
and S-A will either repair or replace and return to the Buyer such
nonconforming Equipment. Title to nonconforming Equipment being shipped
to S-A shall pass to S-A when delivered to the shipping carrier, and
title to the repaired or replacement Equipment shall pass to the Buyer
when delivered by S-A to the shipping carrier for return to the Buyer.
If any Equipment is shipped to S-A or S-A dispatches its personnel to a
Buyer's site and the applicable Equipment is determined either to
comply with the Specifications or to have been damaged or misused other
than through the fault of S-A, the Buyer shall pay S-A's normal charges
in connection therewith.

.4 S-A MAKES NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS
SECTION AND IN THE SOFTWARE LICENSE AND NONE SHALL BE IMPLIED. THERE IS
NO WARRANTY OF MERCHANTABlLlTY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT PROVIDED HEREUNDER. THE ENTIRE OBLIGATION OF S-A FOR
EQUIPMENT OR LICENSED SOFTWARE MALFUNCTIONS OR DEFECTIVE INSTALLATIONS
AFTER ACCEPTANCE IS AS EXPRESSLY STATED IN THIS SECTION OR IN THE
SOFTWARE LICENSE.

10. Terms and Termination

.1 The "Term" of this Agreement shall commence on the Agreement Date,
and, unless sooner terminated pursuant to Sections 10.2 or 10.3 below,
shall end upon completion of obligations of the parties.

.2 The non-defaulting party may terminate this Agreement immediately
upon written notice of the occurrence of any of the following events:

a. Either party shall default in any of its material obligations
hereunder and fail to cure the default within fifteen (15) days,
or as mutually agreed to by both parties, after the non defaulting
party has given written notice of such default, such termination
to be effective as of the day of such notice. Written notice of
cure shall be delivered to non-defaulting party within fifteen
(15) days of notice of default: or

b. Either party shall become insolvent or shall seek protection in
bankruptcy or the appointment of a receiver or a petition in
bankruptcy or seeking the appointment of a receiver shall be filed
against such party and such petition shall not be dismissed within
thirty (30) days of its filing, such termination shall be
effective as of the date of such notice.

.3 The Buyer shall further have the right to terminate this Agreement
for convenience, through March 1, 1996. The parties agree that S-A has
no means to determine actual cost impact and therefore the parties
agree that the costs associated with this termination for convenience
shall be liquidated as follows:

December 1st, 1995 10%
January 1st, 1996 20%
February 1st, 1996 30%
March 1st, 1996 40%

where % is defined as the percentage of the price of the canceled
portion of the agreement.

The liquidated termination costs shall be due S-A within 30 days
of date of notice of termination by the Buyer.

In the event of Termination of the agreement and payment of the
appropriate liquidation costs detailed above, GCI would subsequently
have the right to repurchase some or all of the canceled equipment. A
percentage of the liquidated costs previously paid by GCI as a result
of termination would be credited to GCI as follows:

If reordered by:

March 31st, 1996 50%
April 1st - May 31st, 1996 35%
June 1st - July 31st, 1996 30%
August lst- Sept. 30th, 1996 25%
Oct. 1st - Dec. 31st, 1996 20%

Said credit will be applied to the repurchased products on a prorated
basis.

.4 Except as set forth in subsection 10.3, immediately above, the
termination or expiration of this Agreement by either party shall not
affect the rights and obligations of the parties that have vested prior
to the effective date of such termination with respect to orders
accepted by S-A. Final settlement for such orders shall be on the same
basis as though the Agreement were continuing, and any obligations of
one party to the other with respect to such orders shall remain in full
force and effect until fully paid or discharged. In addition to the
foregoing, the provisions of Sections 6, 7, 9, 10, 11, 12, 13, 14, 15,
21, 22 and 23 shall survive the termination of this Agreement.

11. Licensed Software

All copies of the Licensed Software residing in the Equipment
purchased by the Buyer under this Agreement shall remain the property
of S-A and Buyer shall be required to execute the Software License, the
terms and conditions of which are incorporated herein by reference and
made a part hereof. In the event, however, that terms of this Agreement
conflict with terms of the Software License, the terms of this
Agreement shall prevail over the Software License.

a. S-A grants to Buyer during the Term of this Agreement a
royalty-free, non-exclusive license to use the Trademarks in
connection with the promotion and sale of the Equipment as
provided for herein. Buyer shall not use or incorporate the
Trademarks on any other products or in or as part of a trade
name, corporate name, or business name. Buyer acknowledges that
considerable time and money has been expended to create the
goodwill associated with the Trademarks. Buyer shall always act
in a manner that would maintain the quality and goodwill
associated with the Trademarks. Nothing contained herein shall
give Buyer any interest or right in the Trademarks, except as is
expressly granted herein.

b. Buyer further agrees that it will not in any manner represent
that it has ownership of the Trademarks and that it will not
register or attempt to register any Trademarks under the laws of
any jurisdiction, and will not at any time do, or cause to be
done, any act or thing contesting, or in any way impairing or
tending to impair, any part of S-A's right, title, and interest
in the Trademarks, whether or not they are registered in the
jurisdictions in which Buyer is located or does business;
provided, however, that Buyer may register Trademarks where
expressly required by law, solely for the purpose of
establishing its distributorship status. Buyer shall promptly
notify S-A of any unauthorized use or infringement of S-A's
Trademarks, licenses or rights thereto.

c. Buyer agrees not to obscure, alter, modify or remove from the
Equipment any of the Trademarks or other product identification.

12. No Rights in Trademarks

S-A grants to Buyer during the Term of this Agreement a
royalty-free, non-exclusive license to use the Trademarks in connection
with the promotion and sale of the Equipment as provided for herein.
Buyer shall not use or incorporate the Trademarks on any other products
or in or as part of a trade name, corporate name, or business name.
Buyer acknowledges that considerable time and money has been expended
to create the goodwill associated with the Trademarks. Buyer will
always act in a manna that would maintain the quality and goodwill
associated with the Trademarks. Nothing contained herein shall give
Buyer any interest or right in the Trademarks, except as is expressly
granted herein.

Buyer further agrees that it will not in any manner represent that
it has ownership of the Trademarks and that it will not register or
attempt to register any Trademarks under the laws of any jurisdiction,
and will not at any time do, or cause to be done, any act or thing
contesting, or in any way impairing or tending to impair, any part of
S-A's right, title, and interest in the Trademarks, whether or not they
are registered in the jurisdictions in which Buyer is located or does
business; provided, however, that Buyer may register Trademarks where
expressly required by law, solely for the purpose of establishing its
distributorship status. Buyer shall promptly notify S-A of any
unauthorized use or infringement of S-A's Trademarks, licenses or
rights thereto.

Buyer agrees not to obscure, alter, modify or remove from the
Equipment any of the Trademarks or other product identification..

13. Other Intellectual Property

.1 The Buyer acknowledges that as an integral part of S-A's business,
S-A has developed, at a considerable investment of time and expense,
Trade Secrets and Proprietary Information, and acknowledges that S-A
has a legitimate business interest in protecting the Trade Secrets and
Proprietary Information. Buyer acknowledges that it and its employees
will be entrusted with such Trade Secrets and Proprietary Information.
Pursuant therewith, the Buyer agrees to that it will treat as
confidential and will not, without the prior written approval of S-A,
use (other than in the performance of its duties hereunder), publish,
disclose, copyright or authorize anyone else to use, publish, disclose
or copyright, (a) any information that constitutes Trade Secrets either
during the term hereof or subsequent thereto; or (b) any information
that constitutes Proprietary Information either during the term hereof
or for two (2) years after expiration or termination, with or without
cause.

.2 All records, notes, files, drawings, documents, plans and like
items, and all copies thereof, relating to or containing or disclosing
Trade Secrets or Proprietary Information of S-A which are made or kept
by the Buyer or which are disclosed to or come into the possession of
the Buyer, shall be and remain the sole and exclusive property of S-A
and shall be returned to S-A upon expiration or termination of this
Agreement.

.3 The Buyer further agrees that it will require each of its
shareholders, officers, directors and employees who act on its behalf
with respect to this Agreement to be bound by the requirements of this
Agreement and that, upon request of S-A, the Buyer will provide
evidence of such requirement to S-A.

14. Injunction

The Buyer agrees that its (or anyone acting on its behalf) actual
or threatened breach of the provisions of Sections 10, 11 or 12 shall
constitute irreparable harm to S-A, and S-A, in addition to all other
rights, shall be entitled to seek an injunction restraining the Buyer
or such person therefrom. Nothing herein shall be construed as
prohibiting S-A from pursuing any other available remedy for such
breach or threatened breach, including the recovery of damages from the
Buyer or such person. This provision shall remain in full force and
effect in the event the Buyer or such person should claim that S A
violated any of the terms of this Agreement. In such event, the Buyer
or such person agrees to pursue such claim against S-A independently of
the covenants set forth in this section.

15. Proprietary Rights Indemnification

.1 Indemnification. S-A shall settle, at its sole cost, or defend and
pay costs and damages finally awarded in any suit against the Buyer to
the extent based upon a finding that the design, construction or use of
the Equipment, including Licensed Software (either separately or in
combination), furnished under this Agreement, as furnished and used in
accordance with S-A instructions, infringes a patent, trademark,
copyright or other intellectual property right of a third party (except
infringement which is directly caused by incorporating a specific
design or modification at the Buyer's request). S-A shall not indemnify
the Buyer's for that portion of any final award that is based on
revenue derived from use of the Equipment and that is in excess of the
maximum liability of S-A provided in Section 15.5 below.

.2 Procedures. In the event of any allegation of infringement of the
type described in Section 15.1 or a claim or suit based thereon (the
"Allegation"), the Buyer shall promptly notify S-A of such Allegation
in writing. S-A shall promptly commence efforts to settle or to defend
against such Allegation and the Buyer shall reasonably cooperate with
S-A at the expense of S-A in such settlement or defense.

.3 Injunction. In the event that the use of the Equipment delivered
under this Agreement is enjoined or, in the discretion of S-A, is
likely to be enjoined, S-A shall do one or more of the following, at
S-A's option:

(a) obtain for the Buyer the right to use the infringing item at
no cost to the Buyer;

(b) modify the infringing item so that it becomes noninfringing
while remaining in compliance with the Specifications in all
material respects;

(c) replace the item with a noninfringing item which is in
compliance with the Specifications in all material respects; or

(d) if (a), (b) or (c) cannot be effected by S-A's reasonable and
diligent efforts, and further subject to the Notice of Refund
Option, below, refund the amount paid by the Buyer for the
applicable Equipment, less depreciation calculated on a
straight-line basis over a five (5) year period, provided that the
payment of any such refund shall not become due until return by
the Buyer of the applicable Equipment.

(e) Notice of Refund Option. In the event S-A shall elect to
exercise the provisions of subsection 15.3(d), above, S-A shall
give Buyer 90 days written notice of such election. Buyer shall
have the option, during such 90 day period, to negotiate on its
own behalf a license or other agreement with the Plaintiff so that
such item is no longer infringing. In the event Buyer is
successful, S-A shall under Section 15.1 above, pay on behalf of
Buyer any royalties and other costs related to such settlement,
including attorney's fees, up to the amount set forth in Section
15.5, below.

.4 Combinations and Modifications. Notwithstanding any other provision
of this section, S-A shall have no liability for any infringement
arising from (i) use of delivered items in combination with other
items, unless S-A sold, made or specifically recommended them all as a
combination, or the specific combination would be necessary for the use
in the normal course of events in connection with the Equipment sold
hereunder, or (ii) modification of items after delivery, unless S-A
made or specifically recommended the modification, or the modification
constitutes normal repair, replacement or implementation of S-A
provided options and enhancements for the Equipment sold hereunder.

.5 Limitation. Notwithstanding any other provision of this Agreement to
the contrary, this Section 15 states the entire liability of S-A and
the sole and exclusive remedy of the Buyer for any alleged infringement
of a third party's intellectual property right arising out of the sale
or use of the Equipment supplied under this Agreement or a process
practiced by such item, and S-A shall not be liable under this Section
15 in the aggregate for any amount exceeding the total price of the
Equipment purchased hereunder.

16. Indemnification and Limitation of Liability

.1 The Buyer agrees to indemnify and hold S-A and its officers,
directors and employees harmless from any loss, damage, liability and
expense on account of bodily injuries or physical damage to tangible
property, including the property of S-A, arising from any occurrence
caused by a negligent or willful act or omission of the Buyer or any
employee or agent of the Buyer (other than S-A), or of an independent
contractor of the Buyer (other than S-A), which indemnity shall survive
this Agreement.

.2 S-A agrees to indemnify and hold the Buyer and its officers,
directors and employees harmless from any loss, damage, liability and
expense on account of bodily injuries or physical damage to tangible
property, including the property of the Buyer, arising from any
occurrence caused by a negligent or willful act or omission of S-A, or
any employee or agent of S-A or of any subcontractor or independent
contractor of S-A, which indemnity shall survive this Agreement.

.3 UNDER NO CIRCUMSTANCES SHALL S-A BE RESPONSIBLE FOR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
RELATED AGREEMENTS OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR
RELATING TO THE USE OF ANY EQUIPMENT, LICENSED SOFTWARE OR SERVICES
FURNISHED, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT,
TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR
DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS, NOR SHALL
S-A'S TOTAL LIABILITY EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE
PRICE PAID BY THE BUYER TO S-A UNDER THIS AGREEMENT, MEASURED AS OF THE
DATE SUCH LIABILITY OF S-A SHALL FIRST EXIST.

17. Force Majeure

S-A shall not be responsible for delays caused by conditions
beyond the reasonable control of S-A, including without limitation such
conditions as acts of God, civil insurrections, wars, sabotage, fires,
floods, sun outages, atmospherics and externally caused interference,
accidents, labor disputes, acts or requirements of governmental
authorities or governmental laws, ordinances, rules and regulations,
transportation delays, unusually severe weather, or other similar or
different conditions beyond the reasonable control of S-A including,
without limitation, limitations and restrictions imposed by third
parties. In the event of delay due to any such condition, any
performance obligation shall be adjusted equitably. Any orders in
purchase orders to the Buyer which contains a penalty clause or
liquidated damage clause accepted by the Buyer shall be wholly at
Buyer's risk unless S-A has given prior written consent to such clause.

18. Notices

All notices given pursuant to this Agreement shall be in writing
and either delivered in person or by telegram, telex or facsimile
transmission or mailed by certified mail, return receipt requested,
postage prepaid, to each party at the following address or such other
address as such party may direct by similar notice to the other:

To S-A: Scientific-Atlanta, Inc.
4356 Communications Drive
Norcross, GA 30093
ATTN: Bob Roseman
Telephone: (770) 903 6684
Facsimile: (770) 903 5524

To Buyer:
GCI Communication Corp.
2550 Denali Street Suite 1000
Anchorage AK USA 99503
ATTN: Jimmy R Sipes
Telephone: (907) 265-5557
Facsimile: (907) 265-5673

Any notice given pursuant to this Agreement shall be deemed to have been
given upon receipt.

19. Amendments and Changes

This Agreement may not be amended, modified or waived in any
material respect except in a written amendment signed by authorized
representatives of both parties.

20. Assignment and Subcontracting

.1 This Agreement will be bring upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective legal
representatives, successors and assigns; provided, however, that
neither this Agreement nor any rights hereunder may be assigned by
either party without the prior written consent of the other party,
except that this Agreement may be assigned to a parent or associated
corporation or to an entity that acquires all or substantially all of
the capital stock, business, or assets of a party hereto and agrees in
writing to assume the rights and obligations.

.2 S-A may engage one or more subcontractors to perform any or all of
the obligations of S-A hereunder. Any such assignment or subcontracting
shall not, unless the parties otherwise agree in writing, relieve
either party hereto from any obligations hereunder.

21. Independent Contractor

Each party hereto is an independent contractor and shall not be deemed the
agent or employee of the other party hereto. The Buyer acknowledges that the
Specifications and the other matters set forth herein are the only limitations
and restrictions on the source quality and performance of the Equipment
hereunder.

22. Public Release of Information

Neither party may issue any press release or circular or otherwise disclose
the existence or terms of this Agreement or the relationship contemplated hereby
without the prior written approval of the other party unless required by an
APUC, FCC or other governmental reporting requirement.

23. Miscellaneous

.1 This Agreement expresses the entire understanding of the parties
with reference to the subject matter hereof, and supersedes any prior
or contemporaneous representations, understandings and agreements,
whether oral or written, and no representations or agreements modifying
or supplementing the terms of this Agreement shall be valid unless in
writing and signed by the parties hereto.

.2 This Agreement shall be interpreted in accordance with and governed
by the laws of the State of Georgia, excluding its rules or principles
regarding conflicts of law.

.3 Except as set forth in Sections 10.3 and 24, the enumeration herein
of the rights and remedies of the parties is not intended to be
exclusive, and such rights and remedies are in addition to and not by
way of limitation of any other rights or remedies that either party may
have under applicable law.

.4 No act, failure or delay by either party hereto shall constitute a
waiver of any of such party's rights and remedies. No single or partial
waiver by either party hereto of any provision of this Agreement, or of
any breach or default hereunder, or of any right or remedy which such
party may have, shall operate as a waiver of any other provision,
breach, default, right or remedy or of the same provision, breach,
default, right or remedy on a future occasion.

.5 If any provision of this Agreement shall be prohibited or invalid
under applicable law, such provision shall be invalid only to such
extent, without invalidating the remainder of this Agreement.

.6 This Agreement may be executed in any number of counterparts, and by
S-A and the Buyer in separate counterparts, each of which shall be an
original, but all of which shall together constitute one and the same
Agreement.

.7 The captions contained in this Agreement are for convenience only,
are without substantive meaning and should not be construed to modify,
enlarge, or restrict any provision.

24. Arbitration

.1 Except as otherwise provided in the Software License, any
controversy or claim between or among the parties, including but not
limited to those arising out of or relating to this Agreement or any
agreements or instruments relating hereto or delivered in connection
herewith and any claim based on or arising from an alleged tort, shall
if incapable of resolution by mutual agreement in good faith, be
determined by arbitration as provided in this Section 24.

.2 The arbitration shall be conducted in accordance with the United
States Arbitration Act (Title 9, U. S. Code), notwithstanding any
choice of law provision in this Agreement, and under the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). The
arbitration shall be conducted in the City of Seattle, Washington . The
arbitrator shall give effect to statutes of limitation in determining
any claim. Any controversy concerning whether an issue is arbitrable
shall be determined by the arbitrator. The decision of the arbitrator
shall be final and binding on the parties. Judgment upon the
arbitration award may be entered in any court having jurisdiction. In
rendering any decision or making findings of fact the arbitrator shall
apply the express intentions of the parties set forth in this Agreement
and the laws of the State of Georgia, including without limitation any
applicable statutes, regulations and binding judicial decisions, as
such would be applied by the courts of the State of Georgia and the
United States District Court for the Northern District of Georgia.

.3 In connection with any arbitration having an amount in controversy
of less than $1,000,000, such arbitration shall be conducted by a
single arbitrator, chosen by the AAA. The AAA shall be guided by any
applicable rules with respect to the choosing of an arbitrator for
arbitrations conducted pursuant to the Commercial Arbitration Rules of
the AAA, and, in addition, thereto, (i) the AAA shall attempt to
appoint an arbitrator having a technical background, where available,
consistent with the technical issues and procedures which are the
subject matter of this Agreement and (ii) the AAA shall prefer an
arbitrator who is an attorney in good standing and licensed to practice
law within the State of Georgia. In connection with any arbitration
where the amount in controversy is equal to or greater than $1,000,000,
the arbitration shall be conducted of a panel of three (3) or more
arbitrators chosen by the AAA, giving preference to those factors
identified in subsections (i) and (ii) in the foregoing sentence.

4 Notwithstanding any of the foregoing provisions, nothing contained in
this Section 24 shall prohibit either party from seeking injunctive
relief in any court having jurisdiction thereof and each party consents
to such jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective authorized representatives as of the
date first above written.

GCI Communication Corp: Scientific-Atlanta, Inc.:



By: /s/ Ron Duncan By:/s/ David A. Berger

Ron Duncan David A. Berger
(Typed Name) (Typed Name)

President President-Networks Division
(Title) (Title)

December 20, 1995 December 28, 1995
(Date) (Date)