EXHIBIT 2.1


                                            ENSTAR COMMUNICATIONS CORPORATION
                                            APRIL 10, 2002


Charter Communications Entertainment I, LLC
Interlink Communications Partners, LLC
Rifkin Acquisition Partners, LLC
12405 Powerscourt Drive - Suite 100
St. Louis, Missouri  63131


      Re:    Asset Purchase Agreement by and among Enstar Income Program II-1,
             L.P., Enstar Income Program II-2, L.P., Enstar Income Program
             IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
             Cable of Macoupin County and Enstar IV/PBD Systems Venture, as
             Sellers, and Charter Communications Entertainment I, LLC,
             Interlink Communications Partners, LLC and Rifkin Acquisition
             Partners, LLC, as Buyer, dated as of August 29, 2001



      Reference is hereby made to that certain Asset Purchase Agreement by and
among Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar
Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
Cable of Macoupin County and Enstar IV/PBD Systems Venture, as Sellers
(collectively, "Sellers"), and Charter Communications Entertainment I, LLC,
Interlink Communications Partners, LLC and Rifkin Acquisition Partners, LLC, as
Buyer (collectively, "Buyers"), dated as of August 29, 2001 (the "Purchase
Agreement") and the Side Letters to such Agreement dated September 10, 2001 and
November 30, 2001 respectively. Capitalized terms used and not otherwise defined
in this letter shall have the meanings given to them in the Purchase Agreement.

      For and in consideration of the mutual covenants set forth in the Purchase
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sellers and Buyers agree to waive
certain conditions of the Purchase Agreement as expressly permitted by Section
16 of the Purchase Agreement. The following conditions are hereby waived as
follows:

   1.    The Agreement is hereby terminated in its entirety with respect to all
         matters concerning Enstar Income Program II-1, L.P., including
         without limitation the purchase of Assets and Systems (and
         assumption of liabilities) therefrom by Charter Communications
         Entertainment I, LLC (the "II-1 Asset Purchase"). Enstar Income
         Program II-1, L.P shall hereby cease to be considered a party to the
         Agreement for any purpose, and no party to the Agreement shall have
         any further liability under the Agreement with respect to the II-1
         Asset Purchase.  Accordingly, the aggregate Purchase Price set forth
         in 3.1 is hereby reduced to $14,706,774 (subject to further
         adjustments pursuant to Sections 3.3(a) and 3.3(b) and as otherwise
         set forth in the Agreement). The condition to closing in Section 7.7
         of the Agreement shall be waived.

   2.    The condition to closing in Section 8.6 of the Agreement shall be
         waived

            Please indicate your acceptance of the foregoing terms by signing
this letter in the space provided below and returning it to the undersigned.

Very truly yours,

ENSTAR COMMUNICATIONS CORPORATION
By:  /s/  Ralph G. Kelly
     -------------------------------------
      Ralph G. Kelly
      Senior Vice President - Treasurer

As general partner of and on behalf of:

Enstar Income Program II-1, L.P.,
Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., itself and as general partner of Enstar Cable
of Macoupin County,
Enstar Income/Growth Program Six-A, L.P.,
Enstar Income Program IV-1, L.P., general partner of Enstar Cable of Macoupin
County and Enstar IV/PBD Systems Venture and
Enstar Income Program IV-2, L.P., general partner of Enstar Cable of Macoupin
County and Enstar IV/PBD Systems Venture


ACCEPTED AND AGREED TO:
- ----------------------

Charter Communications Entertainment I, LLC


By:  /s/  Marcy Lifton
   ---------------------------------
   Marcy Lifton
      Vice President

Interlink Communications Partners, LLC   Rifkin Acquisition Partners, LLC


By: /s/  Marcy Lifton                    By: /s/  Marcy Lifton
   ---------------------------------        ------------------
   Marcy Lifton                             Marcy Lifton
      Vice President                           Vice President