John:

GCI needs to keep you.  Try the following on for size.  This would be in
addition to the promised options @ $3.

1.  Base salary $125K - effective 7/1/92.

2.  Annual cash bonus up to $30K based on company and individual performance. 
    $25K of 1992 bonus (to be paid in January '93) would be guaranteed if we
    complete a refinancing and purchase the cable in 1992.  Future performance
    targets to be negotiated.

3.  Deferred compensation package worth $450K to vest over 7 years ($65K/yr.). 
    Full face value to be paid immediately if:

    (i)       you die
    (ii)      your position is terminated
    (iii)     GCI terminates your employment.

    If you leave voluntarily you lose unvested portion.  I suggest you go talk
    with Don Wilson or someone of his ilk about how to design an insurance
    based deferred comp plan with $65K per year of funding.  He can help set up
    a structure that will have optimum tax consequences for both you and the
    company.

4.  Minimum 2-year commitment to GCI.

5.  $100K cash signing bonus - paid at date of agreement.

6.  Subject to board approval which I don't think is a problem.

7.  Either way you keep your situation quiet for 60 days until I have time to
    deal with other executive pay problems.

Let me know.