Edward Rutter has over thirty-four years of experience in the CATV and public utility industries the last twenty-eight acting primarily as a consultant. Ed had primary responsibility for the establishment of successful telecommunications projects in the Central European countries of Poland and Romania and developing systems in the former Soviet Union, located in St. Petersburg and Novosibirsk. The Poland project, negotiated over a two - year period, culminated in the formation of a joint venture, which was awarded the exclusive cable television rights to cable Warsaw and Krakow, and the balance of the country, upon the initiative of the joint venture. At present, that venture provides cable television service to over 1,100,000 subscribers.

                Ed was also a majority participant in the Russian-American Joint Stock Company, LENCELTEL, which presently provides cable television service to over 350,000 cable television subscribers in St. Petersburg, Russia and provides certain international telecommunications links from St. Petersburg and Novosibirsk, Russia. Ed has been a consultant to and shareholder in Cablevision of Romania, S.A. (CVR) a joint stock company with ROMTELECOM, the Romanian national telephone company, which is providing cable television service in Bucharest and eight other cities. CVR services over 43,000 subscribers throughout Romania and was recently acquired by a major telecommunications conglomerate with systems in Europe and Asia. In the course of developing these Central and Eastern European and Russian ventures, Ed gained significant experience, knowledge and contacts within the region, which has enabled me to expand my opportunities in this region.

            Most recently, Ed prepared a report on the business operations of the largest cable television operator in Romania, serving in excess of 700,000 cable television and Internet customers. This report addressed existing operations, current business plans, and state of the individual operations in 43 cities and an assessment of existing and future markets. As a result of that report, Ed was retained to facilitate the development of a Strategic Plan for the Company, encompassing interaction with, shareholders, Board members and key operating personnel. The resulting Strategic Plan was implemented by the Company immediately and has resulted in significant advances in market and profit.

            His experience in CATV, telecommunications and public utility consulting includes finance and accounting, development of regulatory parameters for regulatory commissions for administering its rules and regulations, development of rules and regulations to be utilized in the regulation of public utility and cable television operations, development of the appropriate regulatory procedures to be utilized for municipally owned public utilities such as water, sewer and electric power companies, rate increase analysis, rate of return considerations, tariff design matters, development of tariffs for water, sewer, electric, telephone, gas distribution and cable television operations, revenue requirement determinations for regulated utilities, tax considerations for rate setting purposes.

            Ed Rutter has also provided valuations of cable television and small public utility systems, including intangible and tangible asset valuation, revenue and rate adjustment clause considerations, cable television franchise renewal analysis, cable television franchise modification analysis, economic viability of telecommunications projects, analysis of customer accounting procedures, establishment of community needs assessment standards, municipal overbuild considerations and competition in the cable television industry. Ed has testified in both CATV and public utility proceedings in the following jurisdictions: New Jersey, Connecticut, Delaware, Florida, Illinois, Pennsylvania, Maryland, Massachusetts, Michigan, Minnesota, Nebraska, Virginia, North Carolina, Ohio, Wisconsin, the Commonwealth of Puerto Rico, US Virgin Islands, Florida Supreme Court, and in federal Tax Court on behalf of the Internal Revenue Service relative to the economic viability of and the valuation of certain limited partnerships involved in the cable television and telecommunications industries.

Ed was responsible for the development of a CATV forecasting model for use in acquisition decisions and construction planning. In addition, he was part of a team, which authored a position paper presented to the Connecticut regulatory commission on the regulation of mature cable television systems. He performed numerous valuation studies for both minority and majority stockholders of telecommunications projects, valuations of operating cable systems on behalf of lenders such as The John Hancock Insurance Company, presented testimony as to the proper cable television rate-setting methodology before the Delaware Public Service Commission and numerous municipalities, and participated in the preparation of studies on the evaluation of cable television franchise applications, renewals, municipal ownership and is responsible for preparing rate increase and rate justification analyses on behalf of cable television operators and the evaluation of similar filings on behalf of the authorized regulatory body.

            On behalf of the Delaware Public Service Commission, he provided direct testimony on the subjects of rate of return, revenue requirement, gas and electric adjustment clauses, tax considerations for rate-making purposes, development of the appropriate rate base, operating expenses. Ed addressed the issue of the proper financing plan for small and medium sized utilities regulated by the Delaware Public Service Commission. On behalf of the Maryland Public Utility Commission, I provided expert testimony relative to the subject of the proper working capital to be included in rate base for rate setting purposes as well as address the appropriateness of the largest Maryland utility's fuel and gas adjustment clauses.

Recent work assignments have been in performing franchise fee reviews where he uncovered numerous underpayments of franchise fees by cable TV operators, assisting the City of Chicago, IL in analyzing the request of RCN to modify certain franchise requirements, consulting to the Georgia Municipal Association in developing and negotiating franchise renewals, franchise fee audits, tower lease agreements, rate filings and franchise transfer requests, and the City of Philadelphia, PA in reviewing rate filings of the two cable operators in the City, a request by Comcast for approval of its merger with AT&T Broadband and analysis of RCN’s request for a competing franchise. Ed Rutter has also performed numerous franchise fee review relative cable television operations in Ohio.

            Ed has lectured at the University of Wisconsin, Milwaukee Campus, on the subject of cable television economics. He spoke at the annual National Association of Telecommunications Officers and Advisors (NATOA) meeting twice. In 1988 on the subject of cable television economics and how it affects cities and again in 1990 regarding rate regulation and taxation. He was a guest speaker at the Paul Kagan Seminar in London in September 1990 regarding the expansion of cable television into Eastern and Central Europe. In October 1990, he was a speaker and panelist at the Atlantic Cable Show at the request of the Maryland, Delaware, District of Columbia Association regarding operational aspects of taking cable television to Eastern and Central Europe and the Commonwealth of Independent States, formerly Russia. In 1991, he spoke at the Maryland Municipal league's Annual Convention on the subject of cable television issues of the 90's-- an overview of regulations concerning municipalities rights and responsibilities and a look at new technologies. Ed has been involved extensively with the development of telecommunications projects in Romania since 1991 and was Chairman of the Board of Cablevision of Romania, S.A. from early 1994 through 1997.

            Ed is a shareholder in TCS International, Inc. and former President and am now a consultant to TCS on cable television matters. From mid 1997 thru 1998, He was Vice President - Consulting Services for Communications, Resources, Inc, a multi- dimensioned cable telecommunications out- sourcing company.

            Ed was formerly Vice President-Treasurer of Associated Utility Services, Inc. and served as Chairman of the Board of Capewell and Zoeller, Inc. a wholly owned subsidiary of AUS, Inc.

            Ed was employed in the financial department of South Jersey Gas Company where he supervised accounting functions for the natural gas utility, a land development company, a fuel oil distribution company and an industrial sand company; all subsidiaries of South Jersey Industries, Inc.

            Ed is a graduate of Drexel University in Philadelphia, Pa. with a Bachelor of Science degree in Business Administration, with a concentration in economics and finance.