Exhibit B

                                VOTING AGREEMENT

     THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of the
17th day of January,  2004 (the "Effective Date"), by and between MJG-IV LIMITED
PARTNERSHIP, a New York limited partnership ("MJG-IV") and Mario J. Gabelli (the
"Proxy  Holder").  In  consideration  of the agreements and mutual covenants set
forth herein, the parties agree as follows:

     1.  Appointment of Proxy Holder.  MJG-IV hereby grants to the Proxy Holder,
simultaneously with the execution of this Agreement,  its proxy, with full power
of substitution, and grants the Proxy Holder complete control over all rights to
vote or consent  (including  rights to be present or absent for quorum purposes)
with  respect to the 480,000  shares  (the  "Shares")  of common  stock of Lynch
Interactive Corporation (the "Company") that MJG-IV is purchasing from the Proxy
Holder in accordance with the terms of that certain Stock Option Agreement dated
December 4, 2003,  between Mario J. Gabelli and M4E, L.L.C., of which the rights
of M4E, L.L.C. thereunder were assigned to MJG-IV.

     2. Irrevocable Proxy.

     (a) The irrevocable  proxy created hereby shall expire on January 16, 2007,
or upon the Proxy Holder's  death,  if earlier,  and throughout  such period the
Proxy  Holder  shall  have the  exclusive  right to vote the  Shares  or to give
written  consents in lieu of voting  thereon,  subject to any  limitation on the
right to vote contained in the certificate of incorporation  of the Company,  or
other  certificate filed pursuant to law, in person or by proxy, at all meetings
of the stockholders of the Company,  and in all proceedings  wherein the vote or
written consent of stockholders may be required or authorized by law, subject to
such instructions as are contained in this Agreement.  (b) The Proxy Holder may,
in his sole and absolute  discretion,  terminate  this  Agreement on thirty (30)
days notice.

     3. Dividends. Notwithstanding anything to the contrary contained herein, at
all times MJG-IV  shall be entitled to receive  payments of  dividends,  if any,
upon their Shares. If any dividend in respect of the Shares is paid, in whole or
in part, in stock of the Company having general voting powers,  the Proxy Holder
shall likewise have voting power,  subject to the terms of this  Agreement,  for
stock which is received on account of such dividend.

     4.  Dissolution  of Company.  In the event of the  dissolution  or total or
partial  liquidation of the Company,  whether  voluntary or involuntary,  MJG-IV
shall receive the moneys,  securities,  rights, or property to which the holders
of the capital stock of the Company are entitled.

     5. Rights of Proxy Holder.

     (a) The Proxy Holder shall have the right,  subject to the  provisions  set
forth in this Agreement,  to exercise,  in person or by his nominees or proxies,
all of MJG-IV's voting rights and powers in respect of all stock hereunder,  and
to take part in or consent to any corporate or stockholders'  action of any kind
whatsoever.  The right to vote shall  include the right to vote for the election
of directors,  and in favor of or against any  resolution or proposed  action of
any character  whatsoever,  which may be presented at any meeting or require the
consent of stockholders of the Company.  Without limiting such general right, it
is  understood   that  such  action  or  proceeding  may  include,   upon  terms
satisfactory  to  the  Proxy  Holder,  or to his  nominees  or  proxies  thereto
appointed  by him, the  mortgaging  of,  creating a security  interest in and/or
pledging of all or any part of the property of the Company; the lease or sale of
all or any part of the property of the Company;  the  commencement  of voluntary
bankruptcy or similar insolvency proceedings by the Company; the commencement of
any  business  by the  Company  other  than  as  stated  in its  certificate  of
incorporation in effect on the date hereof;  the amendment of the certificate of
incorporation  of  the  Company;   the  dissolution  of  the  Company;   or  the
consolidation, merger, reorganization, or recapitalization of the Company.


     (b) In voting  the stock held by him  hereunder  either in person or by his
nominees or proxies, the Proxy Holder shall exercise his best judgment to select
suitable directors of the Company, and, in voting upon any matters that may come
before him at any  stockholders'  meeting,  the Proxy Holder shall exercise like
judgment.

     6.   Severability.   Any   provision  of  this   Agreement   prohibited  or
unenforceable  under any applicable law of any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without invalidating the remaining provisions hereof, any such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provisions in any other jurisdiction.  Where, however,
the conflicting  provisions of any such  applicable law may be waived,  they are
hereby waived by the parties hereto to the full extent  permitted by law, to the
end that this Agreement shall be enforceable as written.

     7. Successors. This Agreement shall be binding upon, and shall inure to the
benefit  of,  the  parties  hereto  and  their  respective   heirs,   executors,
administrators, representatives, successors and assigns.

     8.  Modification  and  Amendment.  This  Agreement  may not be  modified or
amended except by a writing signed by each of the parties hereto.

     9. Governing  Law. This  Agreement  shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.

     10. Counterparts.  This Agreement may be executed in several  counterparts,
each of  which  shall  be an  original,  and such  counterparts  shall  together
constitute but one and the same instrument.

     11.  Pronouns.  Whenever the context may require,  any pronouns used herein
shall be deemed also to include the corresponding neuter,  masculine or feminine
forms.

     12.  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.

     13. Further Assurances.  Each party shall cooperate and take such action as
may be  reasonably  requested  by  another  party  in  order  to  carry  out the
provisions  and purposes of this  Agreement  and the  transactions  contemplated
hereby.

     14. Entire Agreement.  This Agreement represents the entire agreement among
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements and  understandings,  written or oral, among the parties with respect
to the subject matter hereof.


     IN WITNESS WHEREOF, the parties hereto have executed this Proxy on the date
first mentioned above.




--------------------------
Mario J. Gabelli, Proxy Holder



MJG-IV LIMITED PARTNERSHIP



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