EXHIBIT 10.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

FOR VALUE RECEIVED, TelVue Corporation, a Delaware corporation, (“Maker”), intending to be legally bound hereby, promises to pay to the order of H.F. (Gerry) Lenfest, an individual, (“Holder”) at such place as Holder may designate from time to time in writing, the principal sum of Five Hundred Forty-One Thousand Dollars ($541,000.00), in lawful money of the United States, without interest, payable on January 1, 2016, under this Second Amended and Restated Promissory Note (“Note”) as provided below until repaid in full.

1.         Purpose of Note.  This Note amends and restates that certain promissory note, Amended and Restated Promissory Note (the “Prior Note”), in the original principal amount of $541,000.00, dated June 16, 2005, between Maker and Holder.  Holder hereby relinquishes all rights and title to the Prior Note which shall be hereby null and void as of the date hereof.

2.         Maturity Date.  All outstanding principal due hereunder shall be repaid under the terms herein on January 1, 2016 (the “Maturity Date”).

3.         Prepayment.  This Note may be prepaid, in whole or in part, at any time prior to the Maturity Date without premium or penalty.

4.         Events of Default.  Each of the following shall constitute an “Event of Default” hereunder:

a.         Maker fails to make any payment of principal under this Note, and such failure continues uncured thirty (30) days after written notice of nonpayment to Maker;

b.         Maker (i) applies for or consents to the appointment of a receiver, trustee or liquidator of itself or any of its property, (ii) admits in writing its inability to pay debts as they mature, (iii) makes a general assignment for the benefit of creditors, (iv) is adjudicated bankrupt or insolvent, (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) takes any action for the purpose of effecting any of the foregoing;

c.         Any order, judgment or decree is entered by any court of competent jurisdiction (i) approving a petition seeking reorganization of Maker or all or a substantial part of the assets of Maker, or (ii) appointing a receiver, sequester, trustee or liquidator of Maker or any of its property, and such order, judgment or decree continues unstayed and in effect for a period of sixty (60) days or more.