JONES INTERCABLE INC, 8-K, 1994-06-06

JONES INTERCABLE INC
8-K, 1994-06-06
CABLE & OTHER PAY TELEVISION SERVICES

Previous: FIDELITY COURT STREET TRUST, 497, 1994-06-06

Next: DREYFUS INSTITUTIONAL MONEY MARKET FUND INC, DEF 14A, 1994-06-06

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 31, 1994

JONES INTERCABLE, INC.
(Exact name of registrant as specified in its charter)

Colorado 1-9953 84-0613514
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309
(Address of principal executive office and Zip Code)

Registrant's telephone number, including area code (303) 792-3111

<PAGE> 2

Item 5. Other Events.

Jones Intercable, Inc., a Colorado corporation (the
"Registrant") has entered into a Stock Purchase Agreement dated as of May 31,
1994 (the "Stock Purchase Agreement") with Bell Canada International Inc.
("BCI") pursuant to which the Registrant has agreed, among other things, to
sell to BCI 7,500,000 shares of Class A Common Stock of Registrant at a price
per share of $27.50. By virtue of its acquisition of 2,500,000 shares of Class
A Common Stock of Registrant at $22.00 per share in March 1994, BCI is an
approximate 13% shareholder of Registrant as of this date. In addition, BCI
has agreed to purchase for cash 30% of any Class A Common Stock sold by the
Registrant to third parties in the future at a price per share equal to the
price received by the Registrant from such third parties until such time as BCI
has invested an aggregate of $400 million in the Registrant. Upon the closing
of the transactions contemplated by the Stock Purchase Agreement, BCI would
hold approximately a 30% equity interest in Registrant. The agreements between
the Registrant and BCI also contemplate that BCI will have certain rights with
respect to the governance of the Registrant, including the right to nominate up
to three directors to the Board of Directors and to jointly nominate, with
Jones International, Ltd., up to three independent directors to the Board. The
Stock Purchase Agreement is filed as an Exhibit to this Form 8-K and is hereby
incorporated herein by reference.

In addition, Jones International, Ltd., a Colorado corporation
("International") which is wholly-owned by Glenn R. Jones, and Glenn R. Jones
personally (collectively, the "Grantors") have entered into a Transaction
Agreement dated as of May 31, 1994 (the "Transaction Agreement"), among
themselves, BCI, and Jones Spacelink, Ltd., a Colorado corporation which is the
parent company of Registrant ("Spacelink") pursuant to which the Grantors have
agreed, among other things, to grant an option to BCI to acquire in the future
the shares of Common Stock of Registrant which represent the controlling
interest in Registrant. The option will be acquired by BCI for a payment of
$19 per share. Except in limited circumstances generally involving the death,
incapacitation or resignation of Mr. Jones, the option will only be exercisable
during the eighth year after closing under the Stock Purchase Agreement. If
exercised, BCI would then hold a sufficient number of shares of Common Stock of
Registrant to enable it to elect seventy-five percent (75%) of the Board of
Directors of Registrant. The Transaction Agreement is filed as an Exhibit to
this Form 8-K and is hereby incorporated herein by reference.

Definitive agreements have also been reached whereby BCI will
invest in certain affiliates of International. The agreements provide for BCI
to invest $18 million

-2-
<PAGE> 3

in Jones Education Networks, Inc. in return for shares of Class A Common Stock
of such company representing an approximate 15% interest. Jones Education
Networks, Inc. owns approximately 51% of Mind Extension University, Inc., a
Colorado corporation in which the Registrant has an approximate 25% interest.
In addition, BCI will invest $5 million in Jones Lightwave, Ltd. in return for
shares of Class A Common Stock of such company representing an approximate 50%
interest. Jones Lightwave, Ltd. is engaged in the alternative access
telecommunications business. BCI will also invest $7 million in Jones
Entertainment Group, Ltd. which is engaged in the acquisition, production and
distribution of original film and entertainment programming, in exchange for
shares of Class A Common Stock of such company. This will result in BCI owning
an approximate 20% interest in Jones Entertainment Group, Ltd.

The Registrant has also entered into an Exchange Agreement and
Plan of Reorganization and Liquidation (the "Exchange Agreement") with
Spacelink. Pursuant to the Exchange Agreement, the Registrant has agreed to
issue 4,100,000 shares of Class A Common Stock of Registrant in exchange for
the acquisition of substantially all of the assets of Spacelink and the
assumption of all liabilities of Spacelink. Following the consummation of the
sale of Spacelink's assets, Spacelink would liquidate and distribute the shares
of Class A Common Stock of Registrant received by it in the acquisition and the
shares of Common Stock of Registrant currently owned by it to its shareholders
on a pro rata basis. In addition, International, which is the majority
shareholder of Spacelink, has agreed in the Exchange Agreement to allocate a
portion of the Class A Common Stock received by it upon the liquidation of
Spacelink to the minority shareholders of Spacelink. After giving effect to
this allocation, and assuming the exercise of all outstanding options, each
non-dissenting minority shareholder of Spacelink would receive .09629 shares of
Registrant's Class A Common Stock and .03567 shares of Registrant's Common
Stock for each share of Spacelink stock held on the closing date. The Exchange
Agreement is filed as an Exhibit to this Form 8-K and is hereby incorporated
herein by reference.

The closings of all of the foregoing transactions are expected
to occur simultaneously in late 1994. Closing of the BCI investment in the
Registrant and closing of the reorganization of Registrant and Spacelink are
subject to a number of conditions, including the approval of the shareholders
of Registrant, and with respect to the reorganization between Spacelink and
Registrant, the approval of the shareholders of Spacelink and the receipt of a
favorable tax ruling from the Internal Revenue Service. If such tax ruling is
not received, and that condition to closing of the transaction is not waived,
the reorganization between Registrant and Spacelink would not occur, and
Spacelink would continue to exist as a separate entity. In that event,
Spacelink, rather than International and Mr. Jones, would grant the option to
BCI on

-3-
<PAGE> 4
the Common Stock of Registrant owned by it, in return for an option payment of
$19 per share of Common Stock.

A registration statement covering the 4,100,000 shares of
Class A Common Stock to be issued to Spacelink, and a joint proxy statement of
Registrant and Spacelink will be filed with the Securities and Exchange
Commission. A meeting of the shareholders of the Registrant to approve the
Stock Purchase Agreement and the Exchange Agreement is expected to be held in
late summer of 1994. A meeting of the Spacelink shareholders to approve the
Exchange Agreement will also be held.

Jones Financial Group, Ltd., a subsidiary of International,
will receive a fee of $2 million from Registrant in connection with its
services in arranging and negotiating the transactions between Registrant and
BCI. In addition, Registrant shall pay BCI $600,000 as reimbursement of
certain expenses incurred by it in connection with the transaction. Such fees
shall be payable upon the closing of the transaction wherein BCI makes its
investment in Registrant.

Item 7. Financial Statements and Exhibits

1. Stock Purchase Agreement dated as of May 31, 1994, between
Bell Canada International Inc. and Jones Intercable, Inc.

2. Transaction Agreement dated as of May 31, 1994, among
Glenn R. Jones, Jones International, Ltd., Bell Canada International Inc. and
Jones Spacelink, Ltd.

3. Exchange Agreement and Plan of Reorganization and
Liquidation dated as of May 31, 1994 by and between Jones Intercable, Inc. and
Jones Spacelink, Ltd.

-4-
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

JONES INTERCABLE, INC.

Dated: June 6, 1994 By /s/ Elizabeth M. Steele
Elizabeth M. Steele
Vice President

-5-

<PAGE> 1

STOCK PURCHASE AGREEMENT

DATED AS OF

MAY 31, 1994

BETWEEN

BELL CANADA INTERNATIONAL INC.

AND

JONES INTERCABLE, INC.
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 1

DEFINITIONS

1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2

PURCHASE AND SALE

2.1 Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . 10
2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.3 Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1 Corporate Existence and Power . . . . . . . . . . . . . . . . . 11
3.2 Corporate Authorization; Minute Books . . . . . . . . . . . . . 12
3.3 Governmental Authorization . . . . . . . . . . . . . . . . . . . 13
3.4 Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . 13
3.5 Capitalization of the Company . . . . . . . . . . . . . . . . . 14
3.6 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.7 SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.8 Financial Statements . . . . . . . . . . . . . . . . . . . . . . 17
3.9 No Undisclosed Material Liabilities . . . . . . . . . . . . . . 17
3.10 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . 18
3.11 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.12 Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.13 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . 20
3.15 Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . 21
3.16 Compliance with Laws and Court Orders; No
Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . 22
3.18 Intellectual Property . . . . . . . . . . . . . . . . . . . . . 23
3.19 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.20 Transactions with Affiliates . . . . . . . . . . . . . . . . . . 25
3.21 Directors and Officers . . . . . . . . . . . . . . . . . . . . . 25
3.22 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . 26
3.23 Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.24 Spacelink . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.25 Representations . . . . . . . . . . . . . . . . . . . . . . . . 29
3.26 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

-i-
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Organization and Existence . . . . . . . . . . . . . . . . . . . . 29
4.2 Corporate Authorization . . . . . . . . . . . . . . . . . . . . . 29
4.3 Governmental Authorization . . . . . . . . . . . . . . . . . . . . 30
4.4 Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . 30
4.5 Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.6 Purchase for Investment . . . . . . . . . . . . . . . . . . . . . 30
4.7 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.8 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 31
4.9 Compliance with Laws and Court Orders . . . . . . . . . . . . . . 31
4.10 Disclosure in Joint Proxy Statement . . . . . . . . . . . . . . . 31

ARTICLE 5

PRE-CLOSING COVENANTS

5.1 Stockholder Meetings; Proxy Material . . . . . . . . . . . . . . . 32
5.2 Certain Pre-Closing Transactions . . . . . . . . . . . . . . . . . 33
5.3 Conduct Prior to Closing . . . . . . . . . . . . . . . . . . . . . 33
5.4 Interim Financing . . . . . . . . . . . . . . . . . . . . . . . . 38
5.5 Access to Information . . . . . . . . . . . . . . . . . . . . . . 39
5.6 Notices of Certain Events . . . . . . . . . . . . . . . . . . . . 40
5.7 Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . 41
5.8 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . 41
5.9 Other Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.10 Break-Up Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.11 No Other Cable Business Discussions . . . . . . . . . . . . . . . 43
5.12 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 43
5.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.14 Spacelink Agreement . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 6

CONDITIONS TO CLOSING

6.1 Conditions to Obligations of the Purchaser
and the Company . . . . . . . . . . . . . . . . . . . . . . . 44
6.2 Conditions to Obligation of the Purchaser . . . . . . . . . . . . 46
6.3 Conditions to Obligation of the Company . . . . . . . . . . . . . 47
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 7

SURVIVAL; INDEMNIFICATION

7.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.4 Actual Knowledge Limitation . . . . . . . . . . . . . . . . . . . . 50
7.5 Third-Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 8

TERMINATION

8.1 Grounds for Termination . . . . . . . . . . . . . . . . . . . . . . 50
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE 9

MISCELLANEOUS

9.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
9.2 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . 52
9.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 53
9.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.8 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.9 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.10 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
</TABLE>

SCHEDULES

Schedule 1.1 Loan Agreements
Schedule 3.3 Governmental Authorization
Schedule 3.4 Non-Contravention
Schedule 3.5 Capitalization
Schedule 3.6 Subsidiaries
Schedule 3.10 Absence of Certain Changes
Schedule 3.11 Properties
Schedule 3.12 Franchises
Schedule 3.13 Litigation
Schedule 3.14 Material Contracts
Schedule 3.17 Environmental Matters
Schedule 3.18 Intellectual Property
Schedule 3.19 Taxes
Schedule 3.20 Transactions with Affiliates

-iii-
<PAGE> 5
Schedule 3.21 Directors and Officers
Schedule 3.22 Employee Benefit Matters
Schedule 3.23 Fees
Schedule 5.11 No Other Cable Business Discussions

EXHIBITS

Exhibit A Financial Services Agreement
Exhibit B Jones Employment Agreement
Exhibit C Shareholders Agreement
Exhibit D Spacelink Schedules
Exhibit E Supply and Services Agreement
Exhibit F Amended and Restated By-laws of Jones
Intercable, Inc.
Exhibit G Form of opinion of counsel to the
Company
Exhibit H Form of opinion of counsel to the
Purchaser
Exhibit I Additional Closing Representations
Exhibit J Spacelink Covenants
Exhibit K Secondment Agreement

-iv-
<PAGE> 6
STOCK PURCHASE AGREEMENT

AGREEMENT dated as of May 31, 1994 between Bell Canada International
Inc., a Canadian corporation (the "Purchaser"), and Jones Intercable, Inc., a
Colorado corporation (the "Company").

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. (a) The following terms, as used herein, have
the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Alternative Transaction" has the meaning set forth in the
Transaction Agreement.

"Annualized Operating Cash Flow" means, for any fiscal quarter of
the Company, the product of (i) four and (ii) the total revenues (excluding the
gain on the sale of any assets to the extent included therein) of the Company
and its Consolidated Subsidiaries for such quarter, adjusted for Owned Systems
acquired or sold during such period, plus MLP Distributions and Interest
Income, less the sum of (A) operating expenses of the Company and its
Consolidated Subsidiaries for such quarter, excluding non-cash items, adjusted
for Owned Systems acquired or sold during such period, (B) general and
administrative expenses of the Company and its Consolidated Subsidiaries for
such quarter, excluding non-cash items, in each case, (C) CATV Fund Fees, net
of taxes, and (D) payments of Taxes on operating income, provided that
Management Fees, Allocated Expenses and Interest Income shall be included in
the foregoing amounts only to the extent actually received in cash during such
quarter.
<PAGE> 7
"Balance Sheet Date" means May 31, 1993.

"Balance Sheets" means the consolidated balance sheets of (i) the
Company and its Subsidiaries and (ii) after consummation of the Spacelink
Transaction, Spacelink and its Subsidiaries, in each case as of the Balance
Sheet Date and included in the SEC Documents.

"Board" means the board of directors of the Company.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Cable Partnership" means, at any time, any partnership that owns or
operates a System in which an Intercable Group Entity is a general or managing
partner at such time, and any joint venture of any such partnership.

"Capital Stock" means, at any time, Common Stock, Class A Common
Stock and any other authorized capital stock of the Company.

"CATV Fund Fees" means cash distributions (other than MLP
Distributions and Management Fees) from the Cable Partnerships to the Company
in its capacity as general partner of the Cable Partnerships, including,
without limitation, distributions from cash flow, distributions from the sale
or refinancing of Systems owned by a Cable Partnership and distributions upon
dissolution of a Cable Partnership (whether or not such distributions are
recognized for income statement purposes).

"Class A Common Stock" means Class A Common Stock, par value $0.01
per share, of the Company.

"Closing Date" means the date of the Closing.

"Common Stock" means Common Stock, par value $0.01 per share, of the
Company.

"Consolidated Subsidiaries" means, at any date, those Subsidiaries
of the Company whose accounts would be consolidated with those of the Company
if consolidated financial statements were prepared as of such date in
accordance with generally accepted accounting principles.

-2-
<PAGE> 8
"Control Option" means the option to purchase the Optioned Shares
(as defined in the Option Agreements) pursuant to the Option Agreements.

"Convertible Debentures" means the 7.5% Convertible Debentures due
June 1, 2007 of the Company.

"Core Business" means, at any time, the following lines of business:
(i) cable television services, (ii) wireline local communications services
(including exchange, access and value-added services, such as call waiting,
call forwarding and similar services) in geographic markets where the Company
or a Subsidiary of the Company owns a cable television business at such time
and (iii) physical cable or wireline delivery of multi-media services
(including inter-active services) over broadband networks in geographic markets
where the Company or a Subsidiary of the Company provides cable television or
wireline local communications services at such time. "Core Business" does not
include (A) the provision of personal communications services (as defined by
the Federal Communications Commission at 47 C.F.R. 99.5 on the date hereof),
but includes the lease (or other provision) of wireline or broadband networks
used in connection with the operation of the Core Business to providers of
personal communications services and (B) the creation, development, production,
acquisition, packaging and sale (but not physical delivery) of entertainment,
informational, educational and other programming services or software,
including inter-active, multi-media and CD ROM services.

"Current SEC Filings" means (i) the annual report on Form 10-K of
the Company for the fiscal year ended May 31, 1993, (ii) the quarterly report
on Form 10-Q of the Company for the fiscal quarter ended February 28, 1994,
(iii) the proxy statement dated November 19, 1993 of the Company prepared in
connection with the Notice of Annual Meeting of Shareholders of the Company to
be held on December 21, 1993, (iv) the annual reports on Form 10-K of each
Cable Partnership for the fiscal year ended December 31, 1993 and (v) after
consummation of the Spacelink Transaction, such reports and proxy statement of
Spacelink for such periods or at such date.

-3-
<PAGE> 9
which are capitalized in accordance with generally accepted accounting
principles, (v) all Debt of others secured by a Lien on any asset of all such
Persons, whether or not such Debt is otherwise an obligation of such Persons,
(vi) all guarantees, endorsements and other contingent obligations with respect
to Debt, or to otherwise assure the owner of any of such Debt against loss with
respect thereto and (vii) obligations to repurchase assets previously sold.

"Dollars" or "$" means United States dollars.

"Employee Options" means any options to purchase Class A Common
Stock granted to employees, officers or directors of the Company or any of its
Subsidiaries pursuant to any employee benefit plan (including a stock option,
stock purchase or stock bonus plan) approved by the Board.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

"Exon-Florio Act" means Section 721 of Title VII of the Defense
Production Act of 1950, as amended, together with the rules and regulations
promulgated thereunder.

"FCC" means the Federal Communications Commission or its successor.

"FCC License" means any license, authorization, certification or
permit issued by the FCC (and any applications for any of the foregoing),
including, without limitation, licenses issued in connection with the operation
of community antenna television systems, community antenna relay systems,
microwave systems, earth stations and business and other two-way radios.

"Financial Services Agreement" means the Financial Services
Agreement dated as of the Closing Date between the Company and Jones Financial
Group, Inc., substantially in the form of Exhibit A hereto.

"Franchise Agreement" means any franchise, agreement, permit,
license or other authorization granted by any Governmental Authority organized
within the United States of America, including all laws, regulations and
ordinances relating thereto, which authorizes the construction or operation of
a System or the reception and transmission of signals by microwave, and shall
include, without limitation, all FCC Licenses and all certificates of
compliance, if any, and cable television registration statements (or similar
documents) which are required to be issued by or filed with the FCC.

-4-
<PAGE> 10
"Governmental Authority" means any local, county, state,
commonwealth, federal or foreign court, judicial, executive, or legislative
instrumentality, or any agency, authority, commission, board or official
thereof, including, without limitation, any franchising authority.

"Intellectual Property Right" means any trademark, service mark,
trade name, copyright, patent, invention, trade secret, know-how (including any
registrations or applications for registration of any of the foregoing) or any
other similar type of proprietary intellectual property right.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time. Immediately following the
consummation of the Spacelink Transaction, such Subsidiaries will include the
Persons that were Subsidiaries of Spacelink immediately prior to the
consummation of the Spacelink Transaction.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Interest Income" means for any period the sum of interest paid to
the Company (a) with respect to deferrals of Management Fees or Allocated
Expenses owed to the Company, (b) with respect to loans and advances made by
the Company to the Cable Partnerships, and (c) with respect to cash on deposit
in interest bearing accounts.

"JI Group" means, at any time, Glenn R. Jones, Jones International
and each Person that is a Subsidiary of Glenn R. Jones or Jones International
at such time, other than any Person that is an Intercable Group Entity or a
Spacelink Group Entity at such time.

"JI Group Entity" means, at any time, each Person included in the JI
Group at such time.

"Jones Employment Agreement" means the Employment Agreement dated as
of the Closing Date between Glenn R. Jones and the Company, substantially in
the form of Exhibit B hereto.

"Jones International" means Jones International, Ltd., a Colorado
corporation.

-5-
<PAGE> 11
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such property or
asset.

"Loan Agreements" means the agreements listed on Schedule 1.1.

"Management Fees" means for any period management fees earned by the
Company and its Consolidated Subsidiaries during such period for management
services provided to the Cable Partnerships as described in the partnership
agreements.

"Material Adverse Effect" means a material adverse effect on the
condition (financial or otherwise), business, assets or results of operations
of the Intercable Group Entities, taken as whole.

"MLP Distributions" means for any period the cash distributions made
by Jones Intercable Investors, L.P. to the Company in respect of the Class A
Units owned by the Company.

"Net Debt" means, at any time, Debt at such time, less cash and cash
equivalents of the Company and its Consolidated Subsidiaries at such time.

"New Securities" means any shares of Capital Stock, and securities
of any type whatsoever that are, or may become, exercisable to purchase, or
convertible or exchangeable into, shares of Capital Stock, in each case that
are issued after the date hereof, provided that "New Securities" does not
include Employee Options.

"Officer" has the meaning ascribed to it in Rule 16a-1 under the
Exchange Act.

"Option Agreements" means the Option Agreements referred to in the
Transaction Agreement dated as of the Closing Date.

"Optioned Shares" means the Common Shares subject to the Option
Agreements.

"Owned System" means any System that is owned and operated by an
Intercable Group Entity that is not a Partnership System.

"Partnership System" means any System that is owned and operated by
a Cable Partnership.

"Permitted Amount" means, at any date, the product of (i) seven and
(ii) Annualized Operating Cash Flow for the

-6-
<PAGE> 12
most recently ended fiscal quarter of the Company prior to, or on, such date.

"Permitted Equity Issuances" means sales by the Company of Class A
Shares for cash where the proceeds from any such sale will be used to finance
the purchase by the Company (or its wholly-owned Subsidiary) of any Partnership
System.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Purchase Price" means the product of (i) $27.50 and (ii) the number
of Shares to be purchased by the Purchaser pursuant to Section 2.1.

"Related Agreements" means the Shareholders Agreement, the Jones
Employment Agreement, the Supply and Services Agreement, the Secondment
Agreement and the Financial Services Agreement.

"SEC" means the Securities and Exchange Commission or its successor.

"SEC Reporting Entity" means the Company and each other Intercable
Group Entity that is, or since January 1, 1991 has been, required to file
periodic reports with the SEC under the Exchange Act. After consummation of
the Spacelink Transaction, "SEC Reporting Entity" shall include Spacelink.

"SEC Transaction Document" means any document required to be filed
by the Company or Spacelink with the SEC in connection with consummation of the
Transactions.

"Secondment Agreement" means the Secondment Agreement dated as of
the Closing Date between the Purchaser and the Company, substantially in the
form of Exhibit K hereto.

"Securities Act" means the Securities Act of 1933 as amended, and
the rules and regulations promulgated thereunder.

"Shareholders Agreement" means the Shareholders Agreement dated as
of the Closing Date substantially in the form of Exhibit C hereto, provided
that in the event the Alternative Transaction is consummated, "Shareholders
Agreement" means the Shareholders Agreement substantially in the form of
Exhibit D to the Transaction Agreement.

-7-
<PAGE> 13
"SMATV" means a satellite master antenna television system.

"Spacelink" means Jones Spacelink, Ltd., a Colorado corporation.

"Spacelink Agreement" means the Exchange Agreement and Plan of
Reorganization between the Company and Spacelink dated as of May 31, 1994.

"Spacelink Group Entity" means, at any time prior to consummation of
the Spacelink Transaction, Spacelink and any person that is a Subsidiary of
Spacelink at such time. After consummation of the Spacelink Transaction,
"Spacelink Group Entity" shall have no meaning.

"Spacelink Schedules" means the schedules attached hereto as Exhibit
D.

"Spacelink Shares" means the 4,100,000 shares of Class A Common
Stock to be issued and delivered by the Company to Spacelink pursuant to the
Spacelink Agreement.

"Spacelink Transaction" means the transactions contemplated by the
Spacelink Agreement.

"Subscriber" means at any time, the number of single customer
accounts receiving basic cable television services from an Intercable Group
Entity and billed at the basic monthly price in the applicable System (subject
to applicable published discounts) during the full calendar month ending
immediately prior to such time.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are, directly or indirectly, owned or controlled by such Person, (ii)
any partnership of which such Person is, directly or indirectly, a general or
managing partner or (iii) any other entity that is, directly or indirectly,
controlled by such Person. The parties hereto acknowledge that (i) Glenn R.
Jones and Jones International are not Subsidiaries of any Intercable Group
Entity and (ii) BCE Inc. is not a Subsidiary of Investor.

"Subsidiary Securities" means any shares of capital stock of a
Subsidiary of the Company, and securities of any type whatsoever that are, or
may become, exercisable to purchase, or convertible or exchangeable into,
shares of such capital stock.

-8-
<PAGE> 14
"Supply and Services Agreement" means the Supply and Services
Agreement dated as of the Closing Date between the Purchaser and the Company,
substantially in the form of Exhibit E hereto.

"System" means a cable television or SMATV system owned or operated
by an Intercable Group Entity serving subscribers within a geographical area
covered by one or more Franchise Agreements from the same head end facility (or
two or more related head end facilities).

"Transaction Agreement" means the agreement dated as of the date
hereof among the Purchaser, Glenn R. Jones, Jones International and Spacelink.

"Transactions" means the transactions contemplated by this
Agreement, the Spacelink Agreement and the Related Agreements, and the grant
(but not the exercise) of the Control Option pursuant to the Option Agreements.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
Term Section
<S> <C>
Acquisition Proposal 5.9
Benefit Agreement 3.22
Cable Acquisition Proposal 5.11
Closing 2.2
Damages 7.2
Environmental Laws 3.17
Environmental Liabilities 3.17
ERISA 3.22
ERISA Affiliate 3.22
Hazardous Substances 3.17
Indemnified Party 7.3
Indemnifying Party 7.3
Intercable Proposals 5.1
Material Financing Transaction 5.10
Multiemployer Plan 3.22
Outstanding Securities 3.5
PBGC 3.22
Restricted Business 9.4
Restricted Persons 5.9
Returns 3.19
SEC Documents 3.7
Shares 2.1
Spacelink Proposals 5.1
Subscribers 3.12
Subsidiary Securities 3.6
Tax 3.19
Title IV Plan 3.22
</TABLE>

-9-
<PAGE> 15
(c) All accounting determinations hereunder shall be made, and all
financial calculations required to be made hereunder shall be prepared, in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.

ARTICLE 2

PURCHASE AND SALE

2.1 Purchase and Sale. Upon the terms and subject to the conditions
of this Agreement, the Company agrees to issue and sell to the Purchaser and
the Purchaser agrees to purchase from the Company 7,500,000 shares of Class A
Common Stock (the "Shares") at $27.50 a share, provided that (x) in the event
the Alternative Transaction is consummated, the number of such Shares will be
5,864,873 and (y) the number of Shares to be purchased pursuant to this Section
2.1 will be reduced by the number of shares, if any, of Class A Common Stock
purchased by the Purchaser after the date hereof and prior to Closing pursuant
to Section 5.4.

2.2 Closing. (a) The closing (the "Closing") of the purchase and
sale of the Shares hereunder shall take place at the offices of Davis, Graham &
Stubbs as soon as possible, but in no event later than 10 business days, after
satisfaction of the conditions set forth in Article 6, or at such other time or
place as the Purchaser and the Company may agree.

(b) Upon the terms and subject to the conditions of this Agreement
at the Closing:

(i) the Purchaser shall deliver, or cause to be delivered, to the
Company the Purchase Price in immediately available funds by wire
transfer to an account of the Company with a bank designated by the
Company, by notice to the Purchaser, not later than two business days
prior to the Closing Date;

(ii) the Company shall deliver to the Purchaser certificates
representing the Shares, with any required transfer stamps affixed
thereto;

(iii) the Company will execute and deliver each of the Related
Agreements, and the Purchaser will execute and deliver the
Shareholders Agreement, the Supply and Services Agreement and the
Secondment Agreement; and

-10-
<PAGE> 16
(iv) the parties hereto will deliver, or cause to be delivered, the
opinions, certificates and other documents required by Article 6.

2.3 Legends. (a) The certificate evidencing the Shares shall,
until such time as the same is no longer required under applicable requirements
of the Securities Act, contain a legend substantially in the form of the
following paragraph:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD OR
OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AS TO SUCH
SALE OR OFFER FOR SALE, OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE."

(b) Upon request of a holder of any of the Shares, the Company shall
issue to such holder a new certificate therefor free of any transfer legend if
(i) the Shares are being sold pursuant to a registration statement in
compliance with the Securities Act, (ii) the Company shall have received either
(A) a written opinion of legal counsel who shall be reasonably satisfactory to
the Company, addressed to the Company and reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the proposed transfer of
the Shares may be effected without registration under the Securities Act, or
(B) a "no-action" letter from the SEC to the effect that the transfer of such
securities without registration will not result in a recommendation by the
staff of the SEC that action be taken with respect thereto or (iii) such holder
provides evidence reasonably satisfactory to the Company that it may sell such
shares under Rule 144 of the Securities Act (or any successor rule).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser:

3.1 Corporate Existence and Power. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of
Colorado and has all corporate powers and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those licenses, authorizations, permits,
consents and approvals the absence of which would not, individually or in the

-11-
<PAGE> 17
aggregate, reasonably be expected to have a Material Adverse Effect. The
Company is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction where such qualification is necessary,
except for those jurisdictions where failure to be so qualified would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has heretofore delivered to the Purchaser true and
complete copies of its articles of incorporation and bylaws as currently in
effect.

3.2 Corporate Authorization; Minute Books. (a) The execution,
delivery and performance by the Company of this Agreement, the Spacelink
Agreement and the Related Agreements, are within the Company's corporate powers
and have been duly authorized by all necessary corporate action on the part of
the Company, provided that the issuance by the Company of the Spacelink Shares
pursuant to the Spacelink Agreement and the issuance by the Company of the
Shares pursuant to this Agreement are subject to approval by the shareholders
of the Company. Each of this Agreement and the Spacelink Agreement constitutes
a valid and binding agreement of the Company. Upon the execution and delivery
by the Company and the other parties thereto, each of the Related Agreements
will constitute a valid and binding agreement of the Company.

(b) The Company has made available to the Purchaser true and
complete copies of all minutes of meetings and actions by consent of (i) the
boards of directors of the Intercable Group Entities and any committees thereof
and (ii) shareholders or partners of the Intercable Group Entities. All
actions taken by the Company requiring action by its board of directors or
shareholders have been duly authorized or ratified by all necessary corporate
action and are evidenced in such minutes and consents.

(c) The Board of Directors of the Company, acting in accordance with
the unanimous recommendation of a special committee of the Board of Directors
of the Company, has unanimously (i) determined that the issuance of the Shares
by the Company in exchange for the Purchase Price pursuant to this Agreement is
fair to, and in the best interest of, the Company, (ii) determined that the
issuance of the Spacelink Shares by the Company in exchange for the assets of
Spacelink pursuant to the Spacelink Agreement is fair to, and in the best
interest of, the Company and (iii) resolved to recommend the Intercable
Proposals to the stockholders of the Company. The Company further represents
that Salomon Brothers Inc and Dillon, Read & Co. Inc. have each delivered to
the Company's Board of Directors its written opinion substantially to the
effect that each of the issuance of the

-12-
<PAGE> 18
Shares by the Company in exchange for the Purchase Price pursuant to this
Agreement and the issuance of the Spacelink Shares by the Company in exchange
for the assets of Spacelink pursuant to the Spacelink Agreement, is fair to the
Company from a financial point of view. The Company has been advised that all
of its directors who are shareholders of the Company intend to vote in favor of
the Intercable Proposals.

3.3 Governmental Authorization. Assuming the accuracy of the
Purchaser's representations and warranties contained in Section 4.3 hereof, the
execution, delivery and performance by the Company of this Agreement, the
Spacelink Agreement and the Related Agreements, and the consummation of the
Transactions and the exercise by the Purchaser of the Control Option (assuming
such exercise occurred on the date the representation is given), require no
action by any Intercable Group Entity in respect of, or filing by any
Intercable Group Entity with, any Governmental Authority organized within the
United States of America, England or Spain other than (i) compliance with any
applicable requirements of the Exon-Florio Act, (ii) the actions and filings
listed on Schedule 3.3 and (iii) any such action or filing as to which the
failure to make or obtain would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

3.4 Non-Contravention. The execution, delivery and performance by
the Company of this Agreement, the Spacelink Agreement and the Related
Agreements, and the consummation of the Transactions and the exercise by the
Purchaser of the Control Option (assuming such exercise occurred on the date
the representation is given) do not:

(i) violate (x) the articles of incorporation or by-laws of the
Company or (y) the articles of incorporation, by-laws, partnership
agreement or other organizational document (as applicable) of any
other Intercable Group Entity,

(ii) assuming compliance with the matters referred to in Section
3.3, the approval by the shareholders of Spacelink of the Spacelink
Proposals and the accuracy of Purchaser's representations and
warranties contained in Section 4.3, violate any applicable law, rule,
regulation, judgment, injunction, order or decree binding on any
Intercable Group Entity,

(iii) except as set forth in Schedule 3.4 and assuming compliance
with the matters referred to in Section 3.3 and the accuracy of
Purchaser's representations and warranties contained in Section 4.3,
require any consent or other action by any Person

-13-
<PAGE> 19
under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration of any right or obligation
of any Intercable Group Entity under, or cause a loss of any benefit
to which such Intercable Group Entity is entitled under, any agreement
or other instrument binding upon any Intercable Group Entity or any
Franchise Agreement, license, permit or other similar authorization
held by any Intercable Group Entity, or

(iv) result in the creation or imposition of any Lien on any asset
of any Intercable Group Entity, except in the case of clauses (ii),
(iii) and (iv), to the extent that any such violation, failure to
obtain any such consent or other action, default, right, loss or Lien
would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

3.5 Capitalization of the Company. (a) At the date hereof:

(i) the Company's authorized capital stock consists of (A) 5,550,000
shares of Common Stock, of which 5,498,539 shares are issued and
4,913,021 shares are outstanding, and (B) 30,000,000 shares of Class A
Common Stock, of which 16,062,502 shares are issued and 14,817,088
shares are outstanding,

(ii) there are outstanding employee stock options to purchase an
aggregate of 200,000 shares of Common Stock and 798,665 shares of
Class A Common Stock, and Schedule 3.5 hereto lists the grantees of
such options, together with the date of grant and the exercise price,

(iii) there are outstanding $19,468,000 principal amount of 7.5%
Convertible Debentures due June 1, 2007 of the Company, which are
convertible into 1,289,272 shares of Class A Common Stock, and

(iv) the Company holds (a) 585,518 shares of Common Stock and (b)
1,245,414 shares of Class A Common Stock in its treasury.

(b) Except as set forth in paragraph (a) of this Section 3.5, as of
the date hereof there are no outstanding (i) shares of capital stock or other
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company, or (iii) except as contemplated by this Agreement, the Option
Agreements and the Spacelink Agreement, options or other rights to acquire from
the Company, or other obligation of the Company to issue, any

-14-
<PAGE> 20
capital stock, voting securities or securities convertible into or exchangeable
for capital stock or voting securities of the Company (the items in clauses
(i), (ii) and (iii) being referred to collectively as the "Outstanding
Securities"). There are no outstanding obligations of any Intercable Group
Entity to repurchase, redeem or otherwise acquire any Outstanding Securities.

(c) All outstanding shares of capital stock of the Company have
been, and the Shares and the Spacelink Shares at or prior to the Closing will
be, duly authorized and validly issued, fully paid and non-assessable and have
been (or will have been) offered, issued, sold and delivered by the Company in
compliance with applicable federal and state securities laws. At the Closing,
the Shares will be delivered to Purchaser free and clear of any Lien.

(d) To the knowledge of the Company, as of the date hereof there are
no voting trusts, shareholder agreements or any other agreements or
understandings with respect to the voting of any shares of capital stock of the
Company other than those so created by the articles of incorporation and
by-laws of the Company and as contemplated hereby.

3.6 Subsidiaries. (a) All Subsidiaries of the Company at the date
hereof, and their respective jurisdictions of incorporation or organization (as
applicable) are identified on Schedule 3.6. Schedule 3.6 also lists any
investments in excess of $5,000,000 of any Intercable Group Entity at the date
hereof in Persons that are not Subsidiaries of the Company. Each Subsidiary of
the Company is either a corporation, general partnership or a limited
partnership.

(b) Each Subsidiary identified as a corporation on Schedule 3.6 is
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Each Subsidiary identified as a partnership on
Schedule 3.6 is a partnership duly organized and validly existing as a
partnership under the laws of its jurisdiction of organization. Each
Subsidiary has all corporate or partnership powers, as the case may be, and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on its business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each Subsidiary of the Company is duly qualified to do
business as a foreign corporation or partnership and is in good standing in
each jurisdiction where such qualification is necessary, except for those
jurisdictions where failure to be so qualified would not,

-15-
<PAGE> 21
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

(c) Except as disclosed in Schedule 3.6 or pursuant to Liens granted
to secure obligations under the Loan Agreements, all of the outstanding capital
stock of, or other voting securities or ownership interests in, each Subsidiary
of the Company is owned by the Company, directly or indirectly, free and clear
of any Lien and free of any other limitation or restriction (including any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other voting securities or ownership interests, but excluding
restrictions in the partnership agreements of the Cable Partnerships), other
than limitations and restrictions arising under applicable securities laws and
regulations. There are no outstanding (i) securities of any such Subsidiary
convertible into or exchangeable for shares of capital stock or other voting
securities or ownership interests in any Intercable Group Entity or (ii)
options or other rights to acquire from any such Subsidiary, or other
obligation of any such Subsidiary to issue, any capital stock or other voting
securities or ownership interests in, or any securities convertible into or
exchangeable for any capital stock or other voting securities or ownership
interests in, any Intercable Group Entity (the items in clauses (i) and (ii)
being referred to collectively as the "Subsidiary Securities"). There are no
outstanding obligations of any Intercable Group Entity to repurchase, redeem or
otherwise acquire any outstanding Subsidiary Securities.

3.7 SEC Documents. (a) The Company has delivered to the Purchaser
all reports, statements, schedules and registration statements filed with the
SEC by each SEC Reporting Entity since May 31, 1991, including (i) the annual
reports on Form 10-K of each SEC Reporting Entity for the fiscal years ended on
or after May 31, 1991, (ii) the quarterly reports on Form 10-Q of each SEC
Reporting Entity for the fiscal quarters ended after the end of the most recent
fiscal year of such SEC Reporting Entity and (iii) the proxy or information
statements relating to meetings of, or actions taken without a meeting by, the
stockholders or partners of each SEC Reporting Entity held since May 31, 1991.

(b) Since May 31, 1991, each SEC Reporting Entity has duly filed
with the SEC all registration statements, reports and proxy statements required
to be filed by it under the Securities Act and the Exchange Act (the "SEC
Documents"), and each such registration statement, when it became effective,
and each such report or proxy statement when it was filed, as the case may be,
complied in all

-16-
<PAGE> 22
material respects with the Securities Act or the Exchange Act, as the case may
be.

(c) Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the Securities Act as of the date such statement
or amendment became effective did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading. As of its filing
date, each such report or proxy statement filed pursuant to the Exchange Act
did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.

3.8 Financial Statements. (a) The audited and unaudited interim
consolidated financial statements of the Company included in the SEC Documents
fairly present, in all material respects and in conformity with generally
accepted accounting principles (except as permitted by Form 10-Q) applied on a
consistent basis (except as may be indicated in the notes thereto), the
consolidated financial position of the Company and its consolidated
subsidiaries as at the date thereof and the consolidated results of operations,
stockholders' equity and cash flows for the periods then ended (subject to
normal year end audit adjustments in the case of unaudited interim financial
statements).

(b) The audited and unaudited interim financial statements of each
SEC Reporting Entity other than the Company included in the SEC Documents
fairly present, in all material respects and in conformity with generally
accepted accounting principles (except as permitted by Form 10-Q) applied on a
consistent basis (except as may be indicated in the notes thereto), the
financial position of such SEC Reporting Entity as at the date thereof and the
statements of operations, partners' capital (or stockholders' equity) and cash
flows for the periods then ended (subject to normal year end audit adjustments
in the case of unaudited interim financial statements).

3.9 No Undisclosed Material Liabilities. There are no liabilities
of any Intercable Group Entity of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, other than:

(a) liabilities provided for in the Balance Sheets or disclosed in
the notes thereto;

(b) liabilities disclosed in the Current SEC Filings or in Schedule
3.13; and

-17-
<PAGE> 23
(c) other undisclosed liabilities which, individually or in the
aggregate, would not reasonably be expected to be material to the
Intercable Group, taken as a whole.

3.10 Absence of Certain Changes. Except as disclosed in Schedule
3.10 or the SEC Documents filed with the SEC prior to the date hereof, since
the Balance Sheet Date the business of the Intercable Group Entities has been
conducted in the ordinary course consistent with past practices and there has
not been:

(i) any event, occurrence, development or state of circumstances or
facts which has had or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

(ii) any declaration, setting aside or payment of any dividend or
other distribution with respect to any shares of capital stock of the
Company, or any repurchase, redemption or other acquisition by any
Intercable Group Entity of any outstanding shares of capital stock or
other securities of, or other ownership interests in, the Company;

(iii) any amendment of any term of any outstanding equity security of
the Company, or any debt security material to the Intercable Group
Entities, taken as a whole, but excluding debt issued pursuant to the
Loan Agreements and capitalized leases;

(iv) prior to the date hereof any incurrence, assumption or
guarantee by the Company (or any Subsidiary that is not a Cable
Partnership) of any indebtedness for borrowed money exceeding
$10,000,000 in the aggregate for all Intercable Group Entities (other
than the Cable Partnerships);

(v) prior to the date hereof any incurrence, assumption or guarantee
by any Cable Partnership of any indebtedness for borrowed money
(excluding borrowings to refinance outstanding debt) exceeding
$50,000,000 in the aggregate for all Cable Partnerships;

(vi) prior to the date hereof, any making by any Intercable Group
Entity of any loan, advance or capital contributions to or other
investment in any Person other than (A) loans, advances or capital
contributions to or investments in other Intercable Group Entities or
(B) loans, advances, capital contributions to or investments in other
Persons that are not JI Group Entities in an aggregate amount not
exceeding $5,000,000;

-18-
<PAGE> 24
(vii) any damage, destruction or other casualty loss not covered by
insurance affecting the business or assets of any Intercable Group
Entity which has had or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; or (viii)
any material change in any method of accounting or accounting practice
by any Intercable Group Entity, except as required by generally
accepted accounting principles.

3.11 Properties. Except as described in Schedule 3.11, each
Intercable Group Entity possesses all assets (whether real or personal,
tangible or intangible) and rights necessary to enable it to carry on its
business in all material respects as currently conducted.

3.12 Franchises. (a) Schedule 3.12 lists all Systems as of the
date hereof and specifies for each such System (i) the name of the Intercable
Group Entity that owns or operates such System, (ii) the material Franchise
Agreements (other than FCC Licenses) relating to such System, true and complete
copies of which have been previously delivered to the Purchaser, (iii) the
approximate date on which each such Franchise Agreement expires, (iv) the
approximate number of Subscribers serviced by such System on February 28, 1994
and (v) the approximate number of homes passed by such System on February 28,
1994.

(b) The Intercable Group Entities have all material Franchise
Agreements required to operate the Systems. All such Franchise Agreements held
by an Intercable Group Entity were lawfully transferred or granted to such
Intercable Group Entity pursuant to the rules and regulations of the relevant
Governmental Authorities. The Franchise Agreements (other than FCC Licenses)
authorize the Intercable Group Entity indicated on Schedule 3.12 to operate a
System (or portion thereof) until the respective approximate expiration dates
listed on Schedule 3.12. Except as specifically disclosed in writing to the
General Counsel of Purchaser, the Intercable Group Entities are in compliance
in all material respects with all material Franchise Agreements relating to the
Systems (taken as a whole), and no event has occurred or exists which permits,
or, after the giving of notice or the lapse of time or both would permit, the
revocation or termination of any Franchise Agreement, except for such events
that would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

(c) Schedule 3.12 lists each Franchise Agreement for which an
Intercable Group Entity has received notice from, or has been advised by, the
relevant Governmental

-19-
<PAGE> 25
Authority that such Governmental Authority is taking, or threatening to take,
action to terminate or otherwise revoke such Franchise Agreement.

(d) Schedule 3.12 contains a complete list and brief description of
all FCC Licenses granted to each Intercable Group Entity and in effect as of
the date hereof, and all applications by an Intercable Group Entity for an FCC
License now pending, other than the following types of licenses: (i) business
and other two-way radio licenses that are used in connection with the operation
of the businesses conducted by the Intercable Group and are not held for resale
or to provide services to third parties and (ii) microwave licenses and earth
station registrations which authorize the reception or transmission of signals
in connection with the operation of the Systems.

3.13 Litigation. (a) Except as listed and described in Schedule
3.13 or the Current SEC Filings, there are no claims, actions, suits,
proceedings or, to the knowledge of the Company, investigations pending by or
against any Intercable Group Entity or any of their respective businesses,
properties, assets or any of the capital stock of any Intercable Group Entity
at law or in equity, before or by any Governmental Authority, which would
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. To the knowledge of the Company, no such claim, action, suit,
proceeding or investigation is threatened.

(b) Except as described in Schedule 3.13, as of the date hereof
there is no claim, action, suit, proceeding or, to the knowledge of the
Company, investigation pending (or to the knowledge of the Company threatened)
against, or affecting, any Intercable Group Entity or any of their respective
properties before or by any Governmental Authority which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay the
consummation of the Transactions or the exercise by the Purchaser of the
Control Option.

3.14 Material Contracts. (a) Except as disclosed in Schedule 3.14
or in any SEC Document filed with the SEC between December 31, 1992 and the
date hereof (including documents incorporated by reference therein) and except
for the Spacelink Agreement, as of the date hereof none of the Intercable Group
Entities is a party to or bound by:

(i) any partnership, joint venture or other similar agreement or
arrangement material to the Intercable Group Entities, taken as a
whole;

-20-
<PAGE> 26
(ii) any agreement relating to the acquisition or disposition of any
business (whether by merger, sale of stock, sale of assets or
otherwise), except for agreements relating to the acquisition or
disposition of cable television systems for a purchase price less than
$5,000,000 in any one case or $25,000,000 in the aggregate;

(iii) any agreement relating to indebtedness for borrowed money or
the deferred purchase price of property (in either case, whether
incurred, assumed, guaranteed or secured by any asset), except for the
Loan Agreements and any such other agreements with an aggregate
outstanding principal amount not exceeding $10,000,000;

(iv) any agreement that limits the freedom of any Intercable Group
Entity to compete in any line of business or with any Person or in any
area or which would so limit the freedom of any Intercable Group
Entity after the Closing Date (or the exercise by Purchaser of the
Control Option) other than (A) reasonable and customary agreements not
to compete in the cable television, SMATV or similar businesses for a
period of not greater than five years entered into in connection with
the sale or other disposition of such businesses and (B) provisions in
Franchise Agreements that restrict Intercable Group Entities from
providing certain services to customers in the franchise area; or

(v) any other agreement, commitment, arrangement or plan not made in
the ordinary course of business that is material to the Intercable
Group, taken as a whole and that has not been disclosed in a Schedule
to this Agreement.

(b) Each agreement, commitment, arrangement or plan required to be
disclosed in Schedule 3.12 or 3.14 to this Agreement (i) is a valid and binding
agreement in all material respects of the relevant Intercable Group Entity and,
to the knowledge of the Company, the other parties thereto and (ii) is in full
force and effect. Except as described in Schedule 3.14, neither the relevant
Intercable Group Entity nor, to the knowledge of the Company, any other party
thereto is in default or breach in any respect under the terms of any such
agreement, commitment, arrangement or plan required to be disclosed in Schedule
3.14, other than defaults or breaches which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

3.15 Insurance Coverage. The Company has furnished to the Purchaser
a list of all insurance policies

-21-
<PAGE> 27
and fidelity bonds relating to the assets, business, operations, employees,
officers or directors of the Intercable Group Entities. There is no material
claim by any Intercable Group Entity pending under any of such policies or
bonds as to which coverage has been questioned, denied or disputed by the
underwriters of such policies or bonds. All premiums payable under all such
policies and bonds have been paid timely and the Company and the Subsidiaries
have otherwise complied in all material respects with the terms and conditions
of all such policies and bonds. Such policies and bonds are of the type and in
amounts customarily carried by Persons conducting businesses similar to those
of the Intercable Group Entities.

3.16 Compliance with Laws and Court Orders; No Defaults. (a) None
of the Intercable Group Entities is in violation of, and has since May 31,
1991, violated, any applicable law, rule, regulation, judgment, injunction,
order or decree except for violations that have not had and would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

(b) Except as disclosed pursuant to Section 3.12 or Schedule 3.14,
none of the Intercable Group Entities is in default under, and no condition
exists that with notice or lapse of time or both would constitute a default
under, any agreement or other instrument binding upon any Intercable Group
Entity or any license, franchise, permit or similar authorization held by any
Intercable Group Entity, which defaults or potential defaults would reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

3.17 Environmental Matters. (a) Except as disclosed on Schedule
3.17, there are no Environmental Liabilities which would reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.

(b) Except as disclosed in Schedule 3.17, there has been no Phase I
or Phase II environmental site audit or assessment conducted of which the
Company has knowledge in relation to the current or prior business of any
Intercable Group Entity or any property or facility now or previously owned or
leased by any Intercable Group Entity which has not been delivered to the
Purchaser at least five days prior to the date hereof.

(c) Except as disclosed in Schedule 3.17, none of the Intercable
Group Entities owns or leases or has owned or leased any property, or conducts
or has conducted any operations, in Connecticut or New Jersey.

-22-
<PAGE> 28
(d) For purposes of this Agreement, the following terms have the
following meanings:

"Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, codes, plans, injunctions, permits, agreements and
governmental restrictions, whether now or hereafter in effect, relating to
human health, the environment or to emissions, discharges or releases of
pollutants, contaminants, Hazardous Substances or wastes into the environment,
including without limitation ambient air, surface water, groundwater or land or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Substances or wastes or the clean-up or other
remediation thereof.

"Environmental Liabilities" means any and all liabilities of or
relating to any Intercable Group Entity, whether vested or unvested, contingent
or fixed, actual or potential, known or unknown, which (i) arise under or
relate to matters covered by Environmental Laws and (ii) relate to actions
occurring or conditions existing on or prior to the Closing Date.

"Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, any substance regulated under Environmental Laws.

3.18 Intellectual Property. Each Intercable Group Entity owns or
possesses adequate licenses or other rights to use all Intellectual Property
Rights necessary to conduct the business now operated by it. Except as
disclosed in Schedule 3.18, the Company has no knowledge of any infringement by
any Intercable Group Entity of, or conflict by any Intercable Group Entity
with, any Intellectual Property Rights of others which is likely to be
sustained and, if such infringement or conflict were sustained, would
reasonably be expected to have a Material Adverse Effect.

3.19 Taxes. Except as set forth in the Balance Sheets, Schedule
3.19 hereto, or as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect (a) the Intercable Group Entities
have filed, been included in or sent, and will, prior to the Closing Date,
file, be included in or send all material returns, declarations and reports and
information returns

-23-
<PAGE> 29
and statements required to be filed or sent by or relating to any of them prior
to the Closing Date relating to any Taxes (as defined below) with respect to
any income, properties or operations of any and all of the Intercable Group
Entities prior to the Closing Date (collectively, the "Returns"); (b) as of the
time of filing, the Returns correctly reflected (and, as to any Returns not
filed as of the date hereof, will correctly reflect) in all material respects
the facts regarding the income, business, assets, operations, activities and
status of the Intercable Group Entities and any other information required to
be shown therein; (c) the Intercable Group Entities have timely paid or made
provision for all Taxes that have been shown as due and payable on the Returns
that have been filed; (d) the Intercable Group Entities have made or will make
provision for all Taxes payable for any periods that end on or before the
Closing Date for which no Returns have yet been filed and for any periods that
begin before the Closing Date and end after the Closing Date to the extent such
Taxes are attributable to the portion of any such period ending at the Closing
Date; (e) the charges, accruals and reserves for taxes reflected on the books
of the Intercable Group Entities are adequate to cover the Tax liabilities that
have accrued or are payable by the Intercable Group Entities; (f) none of the
Intercable Group Entities is delinquent in the payment of any material Taxes;
(g) no deficiency for any material Taxes has been proposed, asserted or
assessed in writing against any of the Intercable Group Entities (or any member
of any affiliated or combined group of which any of the Intercable Group
Entities is or has been a member for which any of the Intercable Group Entities
could be liable); and (h) none of the Intercable Group Entities is or has been
a party to any tax sharing agreement with any corporation which, as of the
Closing Date, is not a member of the affiliated group of which the Company or
Spacelink is a member. "Tax" means with respect to any person (A) any net
income, gross income, gross receipts, sales, use, ad valorem, franchise,
profits, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, value-added or windfall profit tax, custom duty
or other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest and any penalty, addition to tax or
additional amount imposed by any taxing authority (domestic or foreign) on such
person, (B) any liability of any Intercable Group Entity for the payment of any
amount of the type described in clause (A) as a result of being a member of an
affiliated or combined group or being a party to any arrangement or agreement
whereby liability of any Intercable Group Entity was determined or taken into
account by reference to the liability of any other Person for any period and
(C) any liability of any Intercable Group Entity for the payment of any amounts
of the type described in clauses (A) or (B) as a

-24-
<PAGE> 30
result of any express or implied obligation to indemnify any other Person.

3.20 Transactions with Affiliates. (a) Except as disclosed on
Schedule 3.20 or in the SEC Documents filed with the SEC prior to the date
hereof, no Intercable Group Entity is, or since May 31, 1991, has been, a party
to a material agreement or transaction with any of its Affiliates (other than
other Intercable Group Entities).

(b) Except as disclosed on Schedule 3.20 or pursuant to transactions
disclosed in the Current SEC Filings:

(i) no officer or director of any Intercable Group Entity (other
than the Cable Partnerships) is employed by, or renders or supplies
services to, any JI Group Entity (A) for which the JI Group Entities
since May 31, 1992 paid, or are reasonably expected to pay, more than
$20,000 per year or (B) on terms which do not require such JI Group
Entity to pay fair market value for such services, and

(ii) no officer or director of any JI Group Entity is employed by,
or renders or supplies services to, any Intercable Group Entity (other
than the Cable Partnerships) (A) for which the Intercable Group
Entities since May 31, 1992 paid, or are reasonably expected to pay,
more than $20,000 per year or (B) on terms which do not require such
Intercable Group Entity to pay fair market value for such services.

(c) Schedule 3.20 lists all property or assets (whether real or
personal, tangible or intangible) that are owned, leased or licensed by a JI
Group Entity and are necessary for use in connection with the businesses
conducted by any of the Intercable Group Entities.

(d) Except as set forth in Schedule 3.20 or in the SEC Documents
filed with the SEC prior to the date hereof, to the knowledge of the Company,
none of the officers or directors of any Intercable Group Entity, or their
relatives, owns directly or indirectly, individually or collectively, a
material interest in any Person (other than a JI Group Entity) which is a
material customer or supplier of (or has any material existing contractual
relationship with) any Intercable Group Entity or owns any property used in the
business of any Intercable Group Entity.

3.21 Directors and Officers. Schedule 3.21 identifies all directors
and officers of the Company at the date hereof. At the date hereof, none of
such directors or

-25-
<PAGE> 31
officers has indicated to an officer of the Company that he or she intends to
resign or retire within one year after the Closing Date as a result of the
Transactions or the exercise by Purchaser of the Control Option.

3.22 Employee Benefit Plans. (a) Schedule 3.22(a) identifies each
Employee Plan. The Company has furnished to the Purchaser copies of the
Employee Plans (and, if applicable, related trust agreements) and all
amendments thereto and written interpretations thereof.

(b) No Employee Plan is a Multiemployer Plan, Title IV Plan or
"defined benefit plan" as defined in Section 3(35) of ERISA.

(c) No "prohibited transaction", as defined in Section 406 of ERISA
or Section 4975 of the Code, has occurred with respect to any Employee Plan or
any other employee benefit plan or arrangement maintained by any Intercable
Group Entity or any of its ERISA Affiliates which is covered by Title I of
ERISA, excluding transactions effected pursuant to a statutory or
administrative exemption and excluding transactions that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect. No Intercable Group Entity nor any of its ERISA Affiliates has
incurred, or reasonably expects to incur prior to the Closing Date, any
material liability under Title IV of ERISA arising in connection with the
termination of, or a complete or partial withdrawal from, any plan covered or
previously covered by Title IV of ERISA.

(d) Each Employee Plan that is intended to be qualified under
Section 401(a) of the Code is so qualified and has been so qualified during the
period from its adoption to date; each trust created under any such Plan is
exempt from tax under Section 501(a) of the Code and has been so exempt during
the period from creation to date. The Company has provided the Purchaser with
the most recent determination letter of the Internal Revenue Service relating
to each such Employee Plan. Except as described in Schedule 3.22(a), each
Employee Plan has been maintained in substantial compliance with its terms and
with the requirements prescribed by any and all applicable statutes, orders,
rules and regulations, including but not limited to ERISA and the Code. (e)
Schedule 3.22(e) identifies each material Benefit Arrangement. The Company has
furnished to the Purchaser copies or descriptions of each such Benefit
Arrangement. Each such Benefit Arrangement has been maintained in substantial
compliance with its terms and with the requirements prescribed by any and all
applicable statutes, orders, rules and regulations, except for such

-26-
<PAGE> 32
noncompliance that would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

(f) The Expected Postretirement Benefit Obligation (as defined in
Statement of Financial Accounting Standards No. 106) in respect of active,
retired and former employees of the Intercable Group Entities does not in the
aggregate exceed $1,000,000 and, except as set forth on Schedule 3.22(f), no
condition exists that would prevent the Intercable Group Entities from amending
or terminating any plan providing health, medical or life insurance benefits in
respect of any such active, retired or former employee.

(g) Except as set forth in Schedule 3.22(g), there is no contract,
agreement, plan or arrangement covering any employee or former employee of any
Intercable Group Entity that, individually or collectively, could give rise to
the payment of any amount that would not be deductible pursuant to the terms of
Section 280G of the Code.

(h) Except as set forth on Schedule 3.22(h), and except for bonuses
not to exceed $1,000,000 in the aggregate, no current or former director,
officer or employee of any Intercable Group Entity will become entitled to any
bonus, retirement, severance, job security or similar benefit from the
Intercable Group Entities, or any enhancement of any such benefit, solely as a
result of the consummation of the Transactions or the exercise by Purchaser of
the Control Option. Without limiting the generality of the foregoing, neither
the consummation of the transactions contemplated hereby nor the exercise by
Purchaser of the Control Option will constitute a "Change of Control" for
purposes of the Jones Intercable, Inc. 1992 Stock Option Plan or otherwise
result in the acceleration of vesting of stock options under any stock option
plan of the Company in effect at the Closing Date.

(i) For purposes of this Agreement,the following terms have the
following meanings:

"Benefit Arrangement" means any employment, severance or similar
contract, arrangement or policy, or any other contract, plan, policy or
arrangement (whether or not written) providing for severance benefits,
insurance coverage (including any self-insured arrangements), workers'
compensation, disability benefits, supplemental unemployment benefits, vacation
benefits, retirement benefits, deferred compensation, profit-sharing, bonuses,
stock options, stock appreciation rights or other forms of incentive
compensation or post-retirement insurance, compensation or benefits that (i) is
not an Employee Plan, (ii) is entered into or maintained, as the case may be,
by any of the Intercable

-27-
<PAGE> 33
Group Entities or any of its Affiliates and (iii) covers any employee or former
employee of any Intercable Group Entity.

"Employee Plan" means any "employee benefit plan", as defined in
Section 3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is
maintained, administered or contributed to by any of the Intercable Group
Entities or any of its Affiliates and (iii) covers any employee or former
employee of any Intercable Group Entity.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, and the rules and regulations
promulgated thereunder.

"ERISA Affiliate" of any entity means any other entity which,
together with such entity, would be treated as a single employer under Section
414 of the Code.

"Multiemployer Plan" means each Employee Plan that is a multiemployer
plan, as defined in Section 3(37) of ERISA.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Title IV Plan" means an Employee Plan, other than any Multiemployer
Plan, subject to Title IV of ERISA.

3.23 Finders' Fees. Except for the fees payable pursuant to Section
5.12 or as disclosed in Schedule 3.23, there is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of any Intercable Group Entity who might be entitled to any fee or
commission from Purchaser or any Intercable Group Entity in connection with the
Transactions, or the exercise by the Purchaser of the Control Option.

3.24 Spacelink. (a) In connection with the consummation of the
Closing, (i) the Company makes to the Purchaser the representations and
warranties set forth in Exhibit I (in addition to the representations and
warranties described in this Article 3) and (ii) each Schedule to this
Agreement will be deemed to include the Spacelink Schedule having a
corresponding number to each such Schedule.

(b) The parties acknowledge that in connection with the Spacelink
Transaction, a wholly-owned Subsidiary of the Company will acquire
substantially all of the assets, and assume substantially all of the
liabilities, of Spacelink. For purposes of the representations and warranties
made at and as of the Closing Date pursuant to

-28-
<PAGE> 34
Section 6.2, references to the "Intercable Group" include such assets and
liabilities.

(c) The representations and warranties of Spacelink set forth in
the Spacelink Agreement (i) are similar in all material respects to the
representations and warranties of Intercable set forth in this Article 3, as
qualified by the Spacelink Schedules and (ii) to the knowledge of the Company
are true and correct in all material respects. As of the date hereof, to the
knowledge of the Company, the representations and warranties set forth in
Exhibit I will be true and correct in all material respects at and as of the
Closing Date.

(d) The Spacelink Agreement includes the covenants set forth in
Exhibit J.

(e) In the event the Alternative Transaction is consummated, the
Spacelink Agreement will be terminated and this Section 3.24, and Exhibits I
and J hereto, will have no force or effect.

3.25 Representations. The representations and warranties of the
Company contained in this Agreement, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse
Effect, are true and correct with only such exceptions as would not in the
aggregate reasonably be expected to have a Material Adverse Effect.

3.26 Use of Proceeds. The Company intends that the proceeds
received by it in connection with the sale to Purchaser of the Shares will be
used to (i) repay short-term indebtedness of the Company, (ii) purchase cable
television systems or (iii) purchase short-term investments.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to the Company that:

4.1 Organization and Existence. The Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of Canada
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted.

4.2 Corporate Authorization. The execution, delivery and
performance by the Purchaser of this Agreement,

-29-
<PAGE> 35
the Shareholders Agreement, the Supply and Services Agreement and the
Secondment Agreement are within the corporate powers of the Purchaser and have
been duly authorized by all necessary corporate action on the part of the
Purchaser. This Agreement constitutes, and at Closing the Shareholders
Agreement, the Supply and Services Agreement and the Secondment Agreement will
constitute, valid and binding agreements of the Purchaser.

4.3 Governmental Authorization. Assuming the accuracy of the
Company's representations and warranties contained in Section 3.3, the
execution, delivery and performance by the Purchaser of this Agreement require
no action by Purchaser or BCE Inc. or in respect of, or filing by Purchaser or
BCE Inc. with, any governmental body, agency or official other than (i)
compliance with any applicable requirements of the Exon-Florio Act and (ii) any
such action or filing as to which the failure to make or obtain would not
reasonably be expected to be, individually or in the aggregate, material to the
business, assets, results of operations, properties or condition (financial or
otherwise) of the Company and its Subsidiaries taken as a whole.

4.4 Non-Contravention. The execution, delivery and performance by
the Purchaser of this Agreement, the Shareholders Agreement and the Supply and
Services Agreement and the Secondment Agreement do not (i) violate the
certificate of incorporation or bylaws of Purchaser or (ii) assuming compliance
with the matters referred to in Section 4.3 and the accuracy of the Company's
representations and warranties contained in Section 3.3, violate any applicable
law, rule, regulation, judgment, injunction, order or decree or (iii) require
any consent or other action by any Person under, or constitute a default under,
any agreement or instrument binding upon the Purchaser, except, in the case of
clauses (ii) and (iii), to the extent that any such violation, failure to
obtain any such consent or take such other action would not reasonably be
expected to be, individually or in the aggregate, material to the business,
assets, results of operations, properties or condition (financial or otherwise)
of the Purchaser.

4.5 Finders' Fees. Except for the fees payable pursuant to Section
5.12, there is no investment banker, broker, finder or other intermediary which
has been retained by or is authorized to act on behalf of the Purchaser who
might be entitled to any fee or commission from any Intercable Group Entity
upon consummation of the Transactions or the exercise by the Purchaser of the
Control Option.

4.6 Purchase for Investment. The Purchaser is purchasing the Shares
for investment for its own account and

-30-
<PAGE> 36
not with a view to, or for sale in connection with, any public distribution
thereof. Any transfer of Shares by the Purchaser will be made in compliance
with the Securities Act.

4.7 Litigation. As of the date hereof there is no claim, action,
suit, proceeding or, to the knowledge of Purchaser, investigation pending (or
to the knowledge of the Purchaser threatened) against, or affecting, the
Purchaser, its Affiliates or any of its or their properties before or by any
Governmental Authority which in any manner challenges or seeks to prevent,
enjoin, alter or materially delay consummation of the Transactions.

4.8 Financial Statements. The audited pro-forma consolidated
balance sheet of the Purchaser as of December 31, 1993 and the related
pro-forma consolidated statements of income and cash flows the year then ended,
previously delivered to the Company, present fairly, in all material respects,
the pro-forma consolidated financial position of the Purchaser as of such date
and its pro-forma consolidated results of operations and cash flows for the
year then ended, in conformity with generally accepted accounting principles in
Canada, applied on a consistent basis.

4.9 Compliance with Laws and Court Orders. Neither the Purchaser
nor any of its Subsidiaries is in violation of, nor has any of them since May
31, 1991, violated any applicable law, rule, regulation, judgment, injunction,
order or decree that would reasonably be expected to prevent or materially
delay the consummation of the Transactions.

4.10. Disclosure in Joint Proxy Statement. The information to be
supplied by Purchaser in writing specifically for use in the joint proxy
statement to be filed by the Company and Spacelink with the SEC pursuant to
Section 5.1, any amendments and supplements thereto and any reports required to
be filed with the SEC will not, when first mailed to the shareholders of the
Company and at the time the shareholders of the Company and Spacelink vote on
the Intercable Proposals and the Spacelink Proposals, contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.

-31-
<PAGE> 37
ARTICLE 5

PRE-CLOSING COVENANTS

5.1 Stockholder Meetings; Proxy Material. (a) The Company shall
cause a meeting of its stockholders to be duly called and held as soon as
reasonably practicable for the purpose of voting on the following matters (the
"Intercable Proposals"):

(i) a proposal to approve the acquisition by the Company of
substantially all of the assets of Spacelink in exchange for the
Spacelink Shares and the assumption by the Company of all liabilities
of Spacelink (other than liabilities to dissenting shareholders), as
contemplated by the Spacelink Agreement, and

(ii) a proposal to approve the issuance by the Company of the Shares
to the Purchaser, as contemplated by this Agreement. The Directors of
the Company shall, subject to their fiduciary duties as advised by
counsel, recommend approval of the Intercable Proposals by the
Company's stockholders.

(b) Pursuant to the Spacelink Agreement, Spacelink has agreed to
cause a meeting of its stockholders to be duly called and held as soon as
reasonably practicable for the purpose of voting on the approval of the
following matters (the "Spacelink Proposals"):

(i) a proposal to approve (x) the acquisition by the Company of
substantially all of the assets of Spacelink in exchange for the
Spacelink Shares and the assumption by the Company of all liabilities
of Spacelink (other than liabilities to dissenting shareholders), (y)
the dissolution of Spacelink and (z) the distribution by Spacelink to
its shareholders (other than dissenting shareholders) of all of the
shares of Capital Stock then held by Spacelink, in each case as
contemplated by the Spacelink Agreement, and

(ii) a proposal to approve the Alternative Transaction (as defined in
the Transaction Agreement). Pursuant to the Spacelink Agreement, the
Directors of Spacelink have agreed to, subject to their fiduciary
duties as advised by counsel, recommend approval of the Spacelink
Proposals by Spacelink's stockholders.

(c) In connection with such meetings, the Company (i) will promptly
prepare and file with the SEC, will use its reasonable efforts to have cleared
by the SEC and will

-32-
<PAGE> 38
thereafter mail to its stockholders as promptly as practicable a joint proxy
statement/prospectus and all other proxy materials for such meeting, (ii) will
use its reasonable efforts to obtain the necessary approvals by its
stockholders of the matters submitted for approval to such stockholders and
(iii) will otherwise comply with all legal requirements applicable to such
meeting.

(d) The Company will not file, amend or supplement any SEC
Transaction Document, and pursuant to the Spacelink Agreement will not allow
Spacelink to file, amend or supplement any SEC Transaction Document, without
prior consultation with the Purchaser and its counsel. The Company shall
notify the Purchaser promptly of the receipt by the Company, or to its
knowledge Spacelink, of any comments from the SEC for amendments or supplements
to any SEC Transaction Document or for additional information and will supply
the Purchaser with copies of all correspondence between the Company or, to the
extent available to the Company, Spacelink and their respective
representatives, on the one hand, and the SEC or the members of its staff or
any other governmental officials, on the other hand, with respect to any SEC
Transaction Document.

5.2 Certain Pre-Closing Transactions. (a) Pursuant to the Spacelink
Agreement, Spacelink has agreed to distribute to its shareholders the Spacelink
Shares and 2,859,240 shares of Common Stock immediately following consummation
of the Spacelink Transaction.

(b) On or prior to the Closing Date, following the approval by the
stockholders of the Company of the Intercable Proposals, the Board of Directors
of the Company will cause the Amended and Restated By-Laws of the Company,
substantially in the form of Exhibit F attached hereto, to be adopted, provided
that nothing contained in this Agreement shall require such actions to be
taken prior to the time that all of the conditions set forth in Article 6
(other than those related to such actions) have been satisfied or waived.

5.3 Conduct Prior to Closing. (a) Except as contemplated by this
Agreement, from the date hereof until the Closing Date, the Company shall, and
will cause each of the other Intercable Group Entities to, conduct its
businesses in the ordinary course consistent with past practice and to use its
reasonable efforts to preserve intact its business organizations and
relationships with third parties and to keep available the services of its
present officers and employees. Without limiting the generality of the
foregoing, from the date hereof until the Closing Date, without the consent of
the Purchaser or except as required to consummate the Transactions in
accordance

-33-
<PAGE> 39
with the terms of this Agreement and the Spacelink Agreement, the Company will
not take, or agree to take, or permit any other Intercable Group Entity to take
or agree to take, directly or indirectly, any of the following actions:

(i) authorize, sell, distribute or otherwise issue, or grant rights
with respect to, New Securities, Employee Options or Subsidiary
Securities (or any stock appreciation or similar interests or rights
with respect to such securities) except for (A) routine grants of
Employee Options (or stock appreciation rights) approved after the
date hereof by the compensation committee of the Board in an amount
not to exceed options to purchase (and stock appreciation rights in
respect of 2,000,000) shares of Class A Common Stock in the aggregate,
(B) any issuances of Capital Stock pursuant to the terms of Employee
Options or the Convertible Debentures, (C) authorizations, sales,
distributions or other issuances of Subsidiary Securities to Persons
that are wholly-owned Intercable Group Entities (except in connection
with sales of Subsidiary Securities permitted by subparagraphs (v)
and (vi) of this subsection 5.3(a)) or (D) Permitted Equity Issuances,

(ii) repurchase, redeem or exchange any shares of Capital Stock,
other than (A) repurchases, redemptions or exchanges of Class A Common
Stock where all holders of Class A Common Stock are entitled to
participate on a pro rata basis, (B) repurchases of Class A Common
Stock in the open market, provided that at any time the aggregate
number of shares of Class A Common Stock repurchased during the
immediately preceding 12 months may not exceed 5% of the aggregate
number of shares of Capital Stock outstanding on the immediately
preceding December 31 (calculated on a fully diluted basis assuming
the conversion of all options and the exercise of other rights), and
(C) as contemplated by the terms of any New Securities,

(iii) amend the articles of incorporation or bylaws of the Company,

(v) acquire or sell any interest in a cable television system that
is not owned by a Cable Partnership for a purchase price exceeding
$50,000,000

-34-
<PAGE> 40
in any single transaction (or series of related transactions), and
$250,000,000 in the aggregate for acquisitions and $250,000,000 in the
aggregate for sales,

(vi) acquire or sell any interest in a business (other than a cable
television system) having a purchase price exceeding $5,000,000 in any
single transaction (or series of related transactions), and
$50,000,000 in the aggregate for acquisitions and $50,000,000 in the
aggregate for sales,

(vii) enter into (whether by acquisition or otherwise) a line of
business other than (A) the Core Business in the United States of
America, England and Spain, (B) the provision of audio programming
services to radio stations and cable television systems, (C)
manufacturing and marketing of computer and facsimile security
products and software, and the manufacture of printed circuit board
assembly using surface mount or through-hole technology for the
computer, communications, business equipment, finance, medical and
scientific industries, (D) the acquisition and distribution of
entertainment, informational, educational and other programming
services in connection with the provision of cable television or
multi-media services to customers of a System and (E) the provision of
local origination programming services to customers of a System
(whether required by a Franchise Agreement or otherwise),

-35-
<PAGE> 41
Purchaser or any of its Affiliates enters into a new line of business
and at such time there is a law, rule or regulation that has, or would
reasonably be expected to have, one or more of the effects described
in clauses (A), (B) or (C), then in each case this subparagraph (viii)
will not apply to actions of the Intercable Group that would
reasonably be expected to have such effects under such law, rule or
regulation and (2) after the Option Termination Date this subparagraph
(viii) will only apply to actions that would reasonably be expected to
require Purchaser to divest, or otherwise limit its ability to
exercise full rights of ownership over, any shares of Capital Stock,

(ix) (A) sell substantially all of the assets of the Company, (B)
adopt a plan of liquidation or dissolution of the Company, (C) engage
in a merger, consolidation, share exchange or other business
combination involving the Company (except in connection with an
acquisition for cash that is permitted by subparagraphs (v) and (vi)
of this Section 5.3(a)), (D) engage in a recapitalization, stock split
or similar reconstitution of the Capital Stock or (E) file a petition
by or on behalf of the Company or any Subsidiary, or the taking of
similar action, under any bankruptcy, insolvency, reorganization or
similar law,

(x) declare or make any provision for payment of, or the setting
aside of assets with respect to, any dividend or other distribution of
any property other than cash by the Company with respect to any shares
of Capital Stock, and

(xi) agree to, or enter into, any amendment to a Related Agreement;
provided, however, any transaction approved by Purchaser pursuant to
the Company's request will not count towards the aggregate transaction
amounts described in subparagraphs (v) and (vi) above. If the Company
wishes to take an action described in subparagraphs (i) through (xi)
above, the Company will deliver to Purchaser a written notice
describing in reasonable detail the action proposed to be taken and
expressly requesting Purchaser's consent to such action pursuant to
this subsection 5.3(a). Such notice will be accompanied by such
additional information as is reasonably required to enable Purchaser
to evaluate such proposed action. Upon receipt of such notice,
Purchaser will have ten Business Days to exercise its right not to
consent to such proposed action. If no response is received by the
Company from Purchaser prior to the expiration of such time period,
the proposed action will be deemed to have been approved by Purchaser.

-36-
<PAGE> 42
(b) The Company will not, and will not permit any Intercable Group
Entity to, take or agree to take any action that would knowingly make any
representation and warranty set forth in Article 3 inaccurate in any respect
at, or as of any time prior to, the Closing Date. The Purchaser will not take
or agree to take any action that would knowingly make any representation and
warranty set forth in Article 4 inaccurate in any respect at, or as of any time
prior to, the Closing Date.

(c) From the date hereof until the Closing, the Company will
regularly advise and consult with the Purchaser as to the business of the
Intercable Group Entities and to its knowledge the business of Spacelink and
its Subsidiaries, which consultation will include the review of (i) strategic,
operating and financial plans, including plans for acquisitions and sales of
cable television systems (both as they relate to Partnership Systems and Owned
Systems), (ii) equity, debt, joint venture and other financing strategies,
(iii) business plans for operations, marketing and technology deployment and
(iv) personnel, compensation and related policy decisions. From the date
hereof until the Closing, the Company will deliver to the Purchaser copies of
any agreements described in Section 3.14(a) that are entered into by an
Intercable Group Entity after the date hereof.

(d) As soon as available, the Company shall furnish the Purchaser
with a consolidated balance sheet and related consolidated statements of
income, stockholders' equity and cash flows for (i) all fiscal quarters ending
after November 30, 1993 but prior to the Closing Date, and (ii) when available,
for the fiscal year ended May 31, 1994. All such financial statements will be
(and will be accompanied by a statement by the Chief Financial Officer of the
Company that, in the opinion of management of the Company such financial
statements have been) prepared in accordance with generally accepted accounting
principles applied on a basis consistent with the audited financial statements
of the Company at, and for the period ended, May 31, 1993, will fairly present,
in all material respects and in conformity with generally accepted accounting
principles applied on a consistent basis (except as may be indicated in the
notes thereto), the consolidated financial condition, results of operations,
stockholders' equity and cash flows for the applicable periods then ended
(subject to normal year-end audit adjustments in the case of any unaudited
interim financial statements). The Company will furnish to the Purchaser
similar financial statements of Spacelink as soon as delivered to the Company
pursuant to the Spacelink Agreement.

-37-
<PAGE> 43
(e) As soon as available and in any event within 20 calendar days
after the end of each monthly accounting period ending prior to the Closing,
the Company shall furnish the Purchaser with (i) a management report with
respect to operating revenues, operating expenses, capital expenditures and
related information in such detail as such management report is prepared for
the use of the management of the Company, consistent with past practice and
(ii) as soon as delivered to the Company pursuant to the Spacelink Agreement, a
similar management report for such period prepared for use of the management of
Spacelink.

(f) Purchaser acknowledges that prior to the date hereof certain
services have been provided by the Intercable Group Entities to the JI Group
Entities, and by the JI Group Entities to the Intercable Group Entities.
Purchaser agrees that the services described in the Current SEC Filings may
continue to be provided during the period from the date hereof to the Closing
Date, on terms and conditions consistent with past practice. Except for
transactions described in the immediately preceding sentence or contemplated by
this Agreement or any of the Related Agreements, the Company agrees that prior
to Closing neither it nor any Intercable Group Entity will engage in any
material transaction, or enter into any material agreement, with any JI Group
Entity unless the terms of such transaction are fully and fairly disclosed to,
and approved by, Purchaser.

(g) From the date hereof until the earlier of the Closing or the
termination of this Agreement pursuant to Section 8.1, the Company agrees that
the Purchaser shall be entitled to designate an observer to attend meetings of
the Board of Directors of the Company, provided that such observer shall be
excluded from such meetings at all times during which the Board of Directors is
discussing or considering a transaction between the Company and the Purchaser,
or any other matter for which the attendance of such observer would not be in
the best interests of the stockholders as determined by the Chairman of the
Board or the independent directors. The Company shall provide such observer
with the same notice of meetings of the Board of Directors as that provided to
directors of the Company.

5.4 Interim Financing. (a) Notwithstanding any other provision of
this Agreement, if the Company believes that prior to the Closing its sources
of funds may be insufficient to meet its projected cash requirements, the
Company will discuss with the Purchaser the potential sources of financing to
fund such projected shortfall. If after such discussions the Company
reasonably believes that equity financing is its preferred alternative, the
Company may sell up to 1,500,000 shares of Class A Common Stock,

-38-
<PAGE> 44
provided that prior to any such sale it first offers such shares to the
Purchaser pursuant to the procedures set forth in paragraph (b) below.

(b) In the event the Company wishes to sell shares pursuant to this
Section 5.4, the Company will deliver a written notice (a "Sale Notice") to the
Purchaser setting forth the number of shares of Class A Common Stock proposed
to be sold (the "Notice Shares"), the proposed purchase price per share (the
"Notice Price") and the other terms and conditions of such sale. Purchaser
shall have the right for ten Business Days from the date of receipt of a Sale
Notice (the "Notice Period") to agree to purchase any or all Notice Shares at
the Notice Price, by delivery of written notice to the Company. If Purchaser
so notifies the Company of its intent to purchase any Notice Shares, the
closing for the purchase and sale of such Notice Shares will take place not
more than five Business Days after the delivery of such notice to the Company.
If Purchaser fails to notify the Company prior to the expiration of the Notice
Period of its intent to purchase all Notice Shares, the Company will have the
right, for a period of 20 Business Days after the expiration of the Notice
Period, to sell any Notice Shares that Purchaser has not purchased or agreed to
purchase to any Person in the open market, and otherwise to any Person that is
not primarily engaged in the cable television or telecommunications business in
the United States, Canada or Mexico, at a price per share not less than 90% of
the Notice Price, provided that if during such period the Company wishes to
sell shares at a price per share less than such amount, the Company will
deliver an amended Sale Notice to the Purchaser setting forth the amended
Notice Price. The provisions of the immediately preceding three sentences
shall apply to any such amended Sale Notice, except that the Notice Period will
be five Business Days.

(c) Any shares of Class A Common Stock sold to the Purchaser
pursuant to this Section 5.4 will be sold pursuant to an effective
registration statement under the Securities Act and will be subject to the
registration rights to be granted to the Purchaser pursuant to Section 3.9 of
the Shareholders Agreement.

5.5 Access to Information. (a) From the date hereof until the
earlier of the Closing Date or the termination of this Agreement, the Company
will (i) give, and will cause each other Intercable Group Entity to give, the
Purchaser, its counsel, financial advisors, auditors and other authorized
representatives full access to the offices, properties, books and records of
the Intercable Group Entities, (ii) furnish, and will cause each other
Intercable Group Entity to furnish, to the Purchaser, its counsel, financial
advisors, auditors and other authorized

-39-
<PAGE> 45
representatives such financial and operating data and other information as such
Persons may reasonably request and (iii) instruct the employees, counsel and
financial advisors of the Intercable Group Entities to cooperate with the
Purchaser in its investigation of the Intercable Group Entities. From the date
hereof until the earlier of the consummation of the Spacelink Transaction or
the termination of this Agreement, pursuant to the Spacelink Agreement the
Company will cause Spacelink (i) to give, and to cause each Subsidiary of
Spacelink to give, the Purchaser, its counsel, financial advisors, auditors and
other authorized representatives full access to the offices, properties, books
and records of Spacelink and its Subsidiaries, (ii) to furnish, and to cause
each Subsidiary of Spacelink to furnish, to the Purchaser, its counsel,
financial advisors, auditors and other authorized representatives such
financial and operating data and other information as such Persons may
reasonably request and (iii) instruct the employees, counsel and financial
advisors of Spacelink and its Subsidiaries to cooperate with the Purchaser in
its investigation of Spacelink and its Subsidiaries.

(b) Any investigations described in paragraph (a) by the Purchaser
and its representatives will be conducted so as not to unreasonably disrupt the
business operations of the Intercable Group Entities or Spacelink and its
Subsidiaries, as the case may be. No investigation by the Purchaser or other
information received by the Purchaser shall operate as a waiver or otherwise
affect any representation, warranty or agreement given or made under this
Agreement.

5.6 Notices of Certain Events. From the date hereof until the
earlier of the Closing Date or the termination of this Agreement, the Company
and the Purchaser shall promptly notify each other of:

(i) any notice or other communication from any Person alleging that
the consent of such Person is or may be required in connection with
any of the Transactions or the exercise by the Purchaser of the
Control Option;

(ii) any notice or other communication from any Governmental
Authority (other than routine correspondence) in connection with any
of the Transactions or the exercise by the Purchaser of the Control
Option;

-40-
<PAGE> 46
any of its Subsidiaries, or the Purchaser, as applicable, that, if
pending on the Closing Date, would be required to be disclosed
pursuant to Section 3.13 or 4.7, as applicable, or that relate to the
consummation of the Transactions or the exercise by the Purchaser of
the Control Option; and

(iv) any material adverse developments affecting the business of
the Company, other than developments affecting the cable television
industry generally.

5.7 Reasonable Efforts. (a) Subject to the terms and conditions
of this Agreement and the Spacelink Agreement, each of the Purchaser and the
Company will use their reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or desirable under
applicable laws and regulations to satisfy the conditions to the other party's
obligations under this Agreement and the Spacelink Agreement, as the case may
be, provided that nothing herein will be construed as requiring the Purchaser
to take any action in connection with the consummation of the Spacelink
Transaction. The Purchaser and the Company agree to execute and deliver such
other documents, certificates, agreements and other writings and to take such
other actions as may be necessary or desirable in order to consummate or
implement expeditiously the Transactions in accordance with the terms of this
Agreement and the Spacelink Agreement.

(b) The Company and the Purchaser shall cooperate with one another
(i) in determining whether any action by or in respect of, or filing with, any
governmental body, agency, official or authority is required, or any actions,
consents, approvals or waivers are required to be obtained from parties to any
material contracts, in connection with the consummation of the Transactions and
(ii) in taking such actions or making any such filings, furnishing information
required in connection therewith and seeking to obtain any such actions,
consents, approvals or waivers in a timely manner.

5.8 Public Announcements. The Company and the Purchaser agree to
consult with each other before issuing (or allowing their Affiliates or
Subsidiaries to issue) any press release with respect to any of the
Transactions and, except as may be required by applicable law or any listing
agreement with any national securities exchange, will not issue any such press
release or make any such public statement prior to such consultation.

5.9 Other Offers. (a) From the date hereof until the earlier of
the Closing Date or the termination of this Agreement, no Restricted Person
will, directly or

-41-
<PAGE> 47
indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal or (ii) subject, in the case of the Company, to the
fiduciary duties of the Board of Directors under applicable law as advised by
counsel to the Company, with a view to pursuing an Acquisition Proposal with
any Person (x) engage in negotiations with, or (y) disclose any nonpublic
information relating to any Intercable Group Entity to, or (z) afford access to
the properties, books or records of any Intercable Group Entity to, any such
Person. From the date hereof until the earlier of the Closing Date or the
termination of this Agreement, the Company will promptly notify the Purchaser
after receipt by a Restricted Person of (A) any Acquisition Proposal or (B)
actual notice that any person is giving serious consideration to making an
Acquisition Proposal or (C) any request for nonpublic information relating to
any Intercable Group Entity or for access to the properties, books or records
of any Intercable Group Entity by any person that has made, or a Restricted
Person reasonably believes is considering making, an Acquisition Proposal and
will keep the Purchaser fully informed of the status and details of any such
Acquisition Proposal, notice or request. Nothing in this Section 5.9 shall
prevent a Restricted Person from discussing, negotiating and otherwise pursuing
transactions for which no consent of Purchaser is required under Section
5.3(a), or as contemplated by Section 5.4.

(b) "Acquisition Proposal" means a bona fide offer or proposal for,
or indication of interest in, a merger or other business combination involving
the Company, Spacelink or any other Intercable Group Entity or the acquisition
of any substantial equity interest in, or a substantial portion of the assets
of, the Company or any other Intercable Group Entity, other than the
Transactions.

(c) "Restricted Persons" means the Company and any other Intercable
Group Entity and their respective officers, directors, employees or other
agents.

5.10 Break-Up Fee. (a) In the event that the Company enters into
an agreement relating to a Material Financing Transaction prior to 45 days
after any termination of this Agreement (other than a termination pursuant to
clause (i), (iii) or (iv) of Section 8.1), the Company will pay to the
Purchaser an amount in cash equal to $5,000,000.

(b) "Material Financing Transaction" means any transaction (other
than the Transactions) pursuant to which (i) the Company issues (or is
obligated to issue pursuant to the terms of a convertible or similar security)
more than 1,000,000 shares of its common stock at a price greater than $26.125
per share (not including any shares issued pursuant to Section 5.4), (ii) the
Company sells substantially all of

-42-
<PAGE> 48
its assets to a third party, or (iii) the Company consummates a merger,
recapitalization, restructuring or other business combination involving the
Company and a Person other than the Purchaser or an Affiliate thereof pursuant
to which any class of common stock of the Company is valued at a price greater
than $26.125 per share.

5.11 No Other Cable Business Discussions. (a) Until the earlier of
the Closing Date and the termination of this Agreement, none of the Purchaser
or any Subsidiary of the Purchaser, and the officers, directors, employees or
other agents of the Purchaser or any such Subsidiary will, directly or
indirectly, (i) take any action to solicit, initiate or encourage any Cable
Acquisition Proposal (as defined below) or (ii) with a view to pursuing a Cable
Acquisition Proposal with any Person, engage in negotiations, or exchange
information, with any such Person or its directors, officers, employees or
agents. The Purchaser will promptly notify the Company after receipt by it of
(A) a Cable Acquisition Proposal or (B) actual notice from a third party that
it is seriously considering making or is interested in receiving a Cable
Acquisition Proposal. The Purchaser will keep the Company fully informed of the
status and details of any such Cable Acquisition Proposal or notice.

(b) "Cable Acquisition Proposal" means any bona fide offer or
proposal for, or indication of interest in, (x) a merger or other business
combination involving the Purchaser (or any Subsidiary of the Purchaser) and
any of the companies listed on Schedule 5.11 hereto or any Subsidiary of any
such companies or (y) the acquisition of any equity interest in, or a
substantial portion of the assets of, any such companies or Subsidiaries.

5.12 Fees and Expenses. At the Closing, the Company will pay (i) a
financial advisory fee of $2,000,000 to Jones Financial Group, Inc. and (ii)
$600,000 to the Purchaser to cover expenses incurred by it in connection with
this Agreement.

5.13 Confidentiality. The Purchaser and its Affiliates will hold
in confidence and not use, and will use its reasonable efforts to cause their
respective officers, directors, employees, accountants, counsel, consultants,
advisors and agents to hold in confidence and not use, unless compelled to
disclose by judicial or administrative process or by other requirements of law,
all documents and information concerning the Intercable Group or any Spacelink
Group Entity furnished to or acquired by the Purchaser or its Affiliates in
connection with the consummation of the Transactions, except to the extent that
such information can be shown to have been (i) previously known by the
Purchaser

-43-
<PAGE> 49
on a nonconfidential basis, (ii) in the public domain through no fault of the
Purchaser or (iii) later lawfully acquired by the Purchaser on a
non-confidential basis from sources other than the Company or any of its
Affiliates. The obligation of the Purchaser and its Affiliates to hold any such
information in confidence shall be satisfied if they exercise the same care
with respect to such information as they would take to preserve the
confidentiality of their own similar information. If this Agreement is
terminated, the Purchaser and its Affiliates will, and will use their
reasonable efforts to cause their respective officers, directors, employees,
accountants, counsel, consultants, advisors and agents to, destroy or deliver
to the Company, upon request, all documents and other materials, and all copies
thereof, obtained by the Purchaser or its Affiliates or on their behalf from
any Intercable Group Entity or any Spacelink Entity in connection with this
Agreement that are subject to such confidence.

5.14 Spacelink Agreement. (a) The Company will consult with the
Purchaser as to all material matters arising under the Spacelink Agreement and
will furnish the Purchaser with copies of all correspondence, notices and other
written communications between the Company or any of its respective counsel or
other agents on the one hand, and Spacelink or any of its respective counsel or
other agents on the other hand.

(b) The Company will not amend or waive any provision of the
Spacelink Agreement without the consent of the Purchaser. The Company will
consult with the Purchaser as to any breach by Spacelink under the Spacelink
Agreement and will take any action reasonably requested by the Purchaser in
connection with any such breach.

ARTICLE 6

CONDITIONS TO CLOSING

6.1 Conditions to Obligations of the Purchaser and the Company.
The obligations of the Company to sell, and the Purchaser to purchase, the
Shares under this Agreement are each subject to the satisfaction or, to the
extent legally permissible, waiver by each such party at or prior to the
Closing of the following conditions:

(a) The shareholders of the Company will have approved the
Intercable Proposals, and the shareholders of Spacelink will have
approved the Spacelink Proposals.

-44-
<PAGE> 50
(b) Unless an Alternative Transaction Notice is delivered pursuant
to the Transaction Agreement, the Spacelink Transaction will have been
consummated in accordance with the terms and conditions of the
Spacelink Agreement (or such other terms and conditions as are
acceptable to each of the Company and the Purchaser in their
respective sole direction).

(c) The United States Government shall have completed its national
security review under the Exon-Florio Act and shall have concluded
that no Presidential action to suspend or prohibit the transactions
contemplated hereby is warranted.

(d) There shall not then be in effect any order enjoining or
restraining consummation of the Transactions, and there shall not then
be instituted or pending any action or proceeding brought by a
Governmental Authority before any federal or state court or other
Governmental Authority challenging the acquisition of the Shares by
the Purchaser or otherwise seeking to restrain or prohibit
consummation of the Transactions or seeking to impose any material
limitation on any material provision of this Agreement or the
Spacelink Agreement.

(e) The House of Representatives or the Senate of the United States
Congress shall not have passed after the date hereof any bill that
would reasonably be expected to have any of the effects described in
clauses (i), (ii) or (iii) of Section 6.2(f).

(f) All actions by, in respect of or filings with any Governmental
Authority required to permit the consummation of the Transactions
shall have been taken or obtained, as the case may be, and shall be in
full force and effect, other than such actions or filings as to which
the failure to make or obtain would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

(g) Each of the Related Agreements shall have been executed and
delivered by each party thereto.

(h) The Intercable Group Entities shall have received all third
party consents required to consummate each of the Transactions, in
each case in form and substance reasonably satisfactory to the
Purchaser and the Company, other than such consents the failure of
which to obtain would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.

-45-
<PAGE> 51
6.2 Conditions to Obligation of the Purchaser. The obligation of
the Purchaser to consummate the Closing is subject to the satisfaction or, to
the extent legally permissible, waiver by the Purchaser, of the following
further conditions:

(a) The Company shall have performed in all material respects all
obligations required to be performed by it under this Agreement and
the Spacelink Agreement on or prior to the Closing Date and Spacelink
shall have performed in all material respects all obligations required
to have been performed by it under the Spacelink Agreement (including
the covenants set forth in Exhibit J) on or prior to the Closing Date.

(b) The representations and warranties of the Company contained in
this Agreement (including the representations and warranties set forth
in Exhibit I, and as qualified by the Spacelink Schedules) and in any
certificate delivered by the Company pursuant hereto shall be true in
all material respects at and as of the Closing Date, as if made at and
as of such date, except to the extent that such representations and
warranties expressly relate to an earlier date.

(c) The Purchaser shall have received a certificate signed on
behalf of the Company by an executive officer of the Company
confirming the matters described in paragraphs (a) and (b) of this
Section 6.2.

(d) The Purchaser shall have received an opinion of Elizabeth
Steele, counsel to the Company, dated the Closing Date, substantially
in the form attached hereto as Exhibit G.

(e) The Purchaser shall have received all documents it may
reasonably request relating to the existence of the Company and other
Intercable Group Entities and the authority of the Company for this
Agreement, the Spacelink Agreement and the Related Agreements, all in
form and substance reasonably satisfactory to the Purchaser.

(f) There shall not then be in effect any order enjoining or
restraining the exercise by Purchaser of the Control Option, and there
shall not then be instituted or pending any action or proceeding
brought by a Governmental Authority before any federal or state court
or other Governmental Authority that seeks to (i) prevent the
Purchaser from exercising the Control Option, (ii) require the
Purchaser to divest, or otherwise limit Purchaser's ability to
exercise full

-46-
<PAGE> 52
rights of ownership over, any of the Shares, the Control Option or any
of the shares of Common Stock that may be acquired upon exercise of
the Control Option or (iii) require, after the exercise of the Control
Option, the Intercable Group to divest any material business or assets
or would impose a material limitation on the conduct of Intercable
Group's business.

(g) The actions described in Section 5.2(b) will have been
completed and the JI Group Entities will have (i) transferred to the
Company all logos, trademarks, service marks, trade names and other
names owned, leased or licensed by a JI Group Entity that are used or
held for use by an Intercable Group Entity in connection with the
conduct of its business, (ii) transferred to the Company all rights of
Jones Programming Services, Inc. under programming agreements pursuant
to which the Intercable Group Entities carry programming on their
Systems and (iii) agreed on reasonable terms to continue to make
available to the Intercable Group Entities such other Intellectual
Property Rights owned, leased or licensed by a JI Group Entity that
are used or held for use by an Intercable Group Entity in connection
with the conduct of its business.

(h) The Company will have entered into a written contract with
Jones Interactive Systems, Inc. for information management and data
processing services, in form and substance reasonably satisfactory to
the Purchaser.

(i) The Option Agreements shall have been executed and delivered by
each party thereto as contemplated by the Transaction Agreement.

(j) The Board will have taken such action as is necessary to
increase the number of directors of the Company to thirteen and shall
have elected three Investor Nominees and three Joint Nominees, each as
defined in and contemplated by the Shareholders Agreement.

6.3 Conditions to Obligation of the Company. The obligation of the
Company to consummate the Closing is subject to the satisfaction or, to the
extent legally permissible, waiver by the Company, of the following further
conditions:

(a) The Purchaser shall have performed in all material respects all
of its obligations hereunder

-47-
<PAGE> 53
required to be performed by it at or prior to the Closing Date.

(b) The representations and warranties of the Purchaser contained
in this Agreement and in any certificate delivered by the Purchaser
pursuant hereto shall be true in all material respects at and as of
the Closing Date, as if made at and as of such date, except to the
extent that such representations and warranties expressly relate to an
earlier date.

(c) The Company shall have received a certificate signed on behalf
of the Purchaser by the Chief Executive Officer of the Purchaser
confirming the matters described in paragraphs (a) and (b) of this
Section 6.3.

(d) The Company shall have received an opinion of Martine Turcotte,
counsel to the Purchaser, dated the Closing Date, substantially in the
form attached hereto as Exhibit H.

(e) The Company shall have received all documents it may reasonably
request relating to the existence of the Purchaser and the authority
of the Purchaser for this Agreement and the Related Agreements, all in
form and substance reasonably satisfactory to the Company.

ARTICLE 7

SURVIVAL; INDEMNIFICATION

7.1 Survival. (a) The covenants, agreements, representations and
warranties of the parties hereto contained in this Agreement or in any
certificate delivered pursuant hereto shall survive the Closing until one year
after the Closing Date, provided that (i) the covenants and agreements
contained in Article V shall not survive the Closing, except for those
contained in Sections 5.8 and 5.13 and (ii) the representations and warranties
contained in Sections 3.5(c) and 3.19 shall survive for the full period of all
applicable statutes of limitation (giving effect to any extension, waiver or
mitigation thereof). Notwithstanding the preceding sentence, any covenant,
agreement, representation or warranty in respect of which indemnity may be
sought under this Agreement shall survive the time at which it would otherwise
terminate pursuant to the preceding sentence, if notice of the inaccuracy or
breach thereof giving rise to such right of indemnity shall have been given to
the party against whom such indemnity may be sought prior to such time in
accordance with Section 7.3.

-48-
<PAGE> 54
(b) The representations and warranties contained in the Investment
Agreement dated March 25, 1994 between the Purchaser and the Company shall
survive until one year after the Closing Date.

7.2 Indemnification. (a) Subject to the limitations set forth in
this Article 7, the Company hereby indemnifies the Purchaser against and agrees
to hold it harmless from any and all damage, loss, liability and expense
other than consequential damages (including, without limitation, reasonable
expenses of investigation and reasonable attorneys' fees and expenses in
connection with any action, suit or proceeding) ("Damages") incurred or
suffered by the Purchaser arising out of any misrepresentation or breach of
warranty, covenant or agreement made or to be performed by the Company
pursuant to this Agreement, provided that (i) the Company shall not be liable
under this Section 7.2(a) unless the aggregate amount of Damages with respect
to all matters referred to in this Section 7.2(a) exceeds $2,500,000, and then
only to the extent of such excess and (ii) the Company's maximum liability
under this Section 7.2(a) shall not exceed the Purchase Price.

(b) Subject to the limitations set forth in this Article 7, the
Purchaser hereby indemnifies the Company against and agrees to hold it harmless
from any and all Damages incurred or suffered by the Company arising out of any
misrepresentation or breach of warranty, covenant or agreement made or to be
performed by the Purchaser pursuant to this Agreement, provided that (i) the
Purchaser shall not be liable under this Section 7.2(b) unless the aggregate
amount of Damages with respect to all matters referred to in this Section
7.2(b) exceeds $2,500,000, and then only to the extent of such excess.

(c) Any indemnification payment made hereunder by the Company to
Purchaser shall be grossed-up to take into account the amount of any such
payment that would be indirectly borne by the Purchaser (and its Subsidiaries)
by reason of the ownership interest of the Purchaser (and its Subsidiaries) in
the Company, reflected as a percentage of the outstanding securities of the
Company held by the Purchaser (and its Subsidiaries) at the time of such
payment (excluding any securities acquired after such time as the Purchaser has
knowledge of the facts giving rise to the underlying claim).

7.3 Notices. The party claiming indemnification under Section 7.2
(the "Indemnified Party") will give reasonably prompt written notice to the
party against whom indemnification is sought (the "Indemnifying Party") of (i)
the commencement of any third party suit, action or

-49-
<PAGE> 55
proceeding in respect of which the Indemnified Party may seek indemnification
hereunder or (ii) any other claim in respect of which the Indemnified Party may
seek indemnification hereunder. Any written notice delivered by an Indemnified
Party pursuant to this Section 7.3 shall set forth the basis of the claim for
indemnification (including reference to the specific details regarding the
manner in which the covenants, agreements, representations or warranties are
alleged to have been breached).

7.4 Actual Knowledge Limitation. A party shall not have any
liability under Section 7.2 for Damages incurred or suffered by the other party
to the extent that (i) such party delivered to such other party prior to
Closing a written notice describing one or more misrepresentations or breaches
by such party and stating that as a result of such misrepresentations or
breaches such other party is under no obligation to consummate the Closing,
(ii) such other party elected to consummate the Closing after receipt of such
written notice and (iii) such Damages arise out of such misrepresentations or
breaches.

7.5 Third-Party Claims. If the claim for indemnification arises
from a claim by a third party, the Indemnifying Party may, and at the request
of the Indemnified Party shall, participate in and control the defense of any
such suit, action or proceeding at its own expense. The Indemnifying Party
shall not be liable hereunder for any settlement effected without its consent
of any claim, litigation or proceeding in respect of which indemnity may be
sought hereunder. Each party shall render reasonable assistance to the other
party in connection with the defense or prosecution of a claim subject to this
Section 7.5, including affording the Indemnifying Party and its representatives
the right of access during normal business hours to pertinent books, records
and other information that may be reasonably requested.

ARTICLE 8

TERMINATION

8.1 Grounds for Termination. This Agreement shall be terminated
if the Closing shall not have been consummated on or before December 30, 1994,
unless such date is extended by mutual agreement, and may be terminated at any
time prior to the Closing:

(i) by mutual written agreement of the Company and the Purchaser;

-50-
<PAGE> 56
(ii) by either the Company or the Purchaser if there shall be any
law or regulation that makes consummation of the Transactions illegal
or otherwise prohibited or if consummation of the Transactions would
violate any nonappealable final order, decree or judgment of any court
or other Governmental Authority having competent jurisdiction; or

(iii) by the Purchaser if there shall be any law or regulation that
makes the exercise of the Control Option illegal or otherwise
prohibited or if the exercise of the Control Option would violate any
nonappealable final order, decree or judgment of any court or other
Governmental Authority having competent jurisdiction.

The party desiring to terminate this Agreement shall give notice of
such termination to the other party.

8.2 Effect of Termination. If this Agreement is terminated as
permitted by Section 8.1, termination shall be without liability of either
party (or any stockholder, director, officer, employee, agent, consultant or
representative of such party) to the other party to this Agreement, provided
that if such termination shall result from (i) the willful failure of a party
to fulfill a condition to the performance of the obligations of the other party
or to perform a covenant of this Agreement or (ii) a knowing breach by a party
hereto of any representation or warranty contained herein, such party shall be
fully liable for any and all Damages incurred or suffered by the other party as
a result of such failure or breach. The provisions of Sections 5.8, 5.10,
5.13, 5.4(b) (if any shares of Class A Common Stock have been purchased
pursuant to Section 5.4) and 9.3 shall survive any termination hereof pursuant
to Section 8.1.

ARTICLE 9

MISCELLANEOUS

9.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and
shall be given,

-51-
<PAGE> 57
if to the Purchaser, to:
Bell Canada International Inc.
1000, rue de la Gauchetiere West
Bureau 1100
Montreal, Quebec
Canada H3B 4Y8
Attention: Chief Financial Officer
Fax: 514-392-2262

with a copy to:
Bell Canada International Inc.
1000, rue de la Gauchetiere West
Bureau 1100
Montreal, Quebec
Canada H3B 4Y8
Attention: General Counsel
Fax: 514-392-2342

if to the Company, to:
Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

with a copy to:
Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding business day in the place of
receipt.

9.2 Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived prior to the Closing Date if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment,
by each party to this Agreement, or in the case of a waiver, by the party
against whom the waiver is to be effective.

-52-
<PAGE> 58
the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative.

9.3 Expenses. Except as provided in Section 5.12, all costs and
expenses incurred in connection with this Agreement and the Related Agreements
shall be paid by the party incurring such cost or expense.

9.4 Successors and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, and to the extent applicable executors,
administrators and legal representatives.

(b) Neither the Company nor the Purchaser may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto, provided that
the Purchaser may assign its rights, but not its obligations, to any entity
which at the time of such assignment is, and thereafter during the term of this
Agreement remains, (i) controlled, directly or indirectly, by the Purchaser and
(ii) not primarily engaged in, or a Subsidiary of the Purchaser primarily
engaged in, the direct operation or management of (x) cable television systems
located in North America, (y) wireline local communications services located in
the United States of America or (z) educational programming services, other
than Purchaser and any Person that is an Intercable Group Entity or a JI Group
Entity (each a "Restricted Business"). The parties hereto acknowledge that the
foregoing provisions are not intended to restrict the Purchaser from assigning
its rights hereunder to a Subsidiary of the Purchaser that is a holding company
of an entity or entities primarily engaged in a Restricted Business.

9.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Colorado, without regard
to the conflicts of law rules of such state.

9.6 Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

9.7 Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

9.8 Entire Agreement. This Agreement and the Related Agreements
constitutes the entire agreement between

-53-
<PAGE> 59
the parties with respect to the subject matter of this Agreement and the
Related Agreements and supersedes all prior agreements and understandings, both
oral and written, between the parties with respect to the subject matter of
this Agreement and the Related Agreements. No provision of this Agreement is
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

9.9 Separability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

9.10 Schedules. Inclusion of, or reference to, matters in a
schedule to this Agreement does not constitute an admission of what is material
or the materiality of such matter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

BELL CANADA INTERNATIONAL INC.

By: ____________________________
Title:

JONES INTERCABLE, INC.

By: ____________________________
Title:

54
<PAGE> 60
EXHIBIT A

JONES FINANCIAL GROUP, INC.
9697 East Mineral Avenue
Englewood, Colorado 80112
(Closing Date), 1994

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, CO 80112

Re: Financial Services Agreement

Gentlemen:

This will confirm the understanding and agreement between Jones
Financial Group, Inc., a Colorado corporation ("FinCo") and Jones Intercable,
Inc., a Colorado corporation ("Intercable"), as follows:

1. Intercable hereby engages FinCo on an exclusive basis to render
financial advisory and related services in connection with the direct or
indirect acquisition and disposition of, and investment in, any Core Business
(as defined in the Shareholders Agreement, dated (Closing Date), 1994, among
Intercable, Glenn R. Jones, Jones International, Ltd. (, Jones Spacelink, Ltd.)
and Bell Canada International Inc. (the "Shareholders Agreement")) in the
United States other than acquisitions or dispositions of, or investments in,
cable television systems owned by partnerships managed by Intercable or its
affiliates ("Transactions").

2. FinCo hereby accepts the engagement and, in that connection,
agrees to:

(a) provide advisory services, including general business and
financial analysis, transaction feasibility analysis and pricing and
terms of the proposed Transactions;

(b) assist in negotiations and related strategies with respect to
Transactions;

(d) assist in corporate capital planning, including the
identification of available financing and the negotiation of credit
facilities and strategic partner and/or joint venture relationships;
and

(e) provide such other advisory and investment services in
connection with the Transactions as are mutually agreed upon between
Intercable and FinCo from time to time.
<PAGE> 61
3. (a) As compensation for the services rendered by FinCo
hereunder, Intercable shall pay FinCo a fee equal to 90% of the fees that would
be charged to Intercable by unaffiliated third parties for the same or
comparable services. FinCo shall provide to Intercable at or prior to the time
FinCo commences its services for Intercable with respect to a Transaction such
information as Intercable may reasonably request regarding the fees charged by
third parties for the same or comparable services as those to be performed by
FinCo. The fees payable to FinCo shall be paid at the closing of each
Transaction.

(b) Intercable shall also reimburse FinCo for its reasonable
out-of-pocket expenses incurred hereunder with respect to services rendered or
to be rendered by it. Out-of-pocket professional expenses shall include, but
not be limited to, reasonable fees and disbursements incurred by FinCo in
connection with the provision of services hereunder, and shall be payable by
Intercable upon receipt of an invoice thereof together with such supporting
documentation as Intercable shall reasonably request.

(c) Intercable shall pay FinCo annually on June 1 of each year a
retainer in the amount of $1,000,000 as an advance against payments due to it
under subparagraphs (b) and (c), above. FinCo acknowledges that it has
received the retainer for the fiscal year ending May 31, 1994.

(d) Pursuant to the Stock Purchase Agreement dated May 31, 1994
between Intercable and Bell Canada International Inc., Intercable has paid to
FinCo the sum of $2,000,000 for financial advisory services performed by FinCo
in connection with the transaction contemplated thereby. Such fee is in lieu
of the fees otherwise payable to FinCo under paragraphs 3(a), (b) and (c)
hereof, it being agreed that the compensation arrangements provided for in this
Agreement shall not apply to such transaction and are superseded by the terms
of the Stock Purchase Agreement.

4. (a) Intercable shall:

(i) indemnify FinCo and hold it harmless against any losses,
claims, damages or liabilities to which FinCo may become subject
arising in any manner out of or in connection with the rendering of
services by FinCo hereunder, unless it is finally judicially
determined that such losses, claims, damages or liabilities arose
primarily out of the gross negligence or bad faith of FinCo; and
<PAGE> 62
(ii) reimburse FinCo immediately for any legal or other expenses
reasonably incurred by it in connection with investigating, preparing
to defend or defending any lawsuits, claims or other proceedings
arising in any manner out of or in connection with the rendering of
services by FinCo hereunder; provided, however, that in the event a
final judicial determination is made to the effect specified in
subparagraph 4(a)(i), above, FinCo will remit to Intercable any
amounts reimbursed under this paragraph 4(a)(ii).

Intercable agrees that the indemnification and reimbursement commitment set
forth in this paragraph shall apply whether or not FinCo is a formal party to
any such lawsuits, claims or other proceedings and that such commitments shall
extend, upon the terms set forth in this paragraph, to any controlling person,
director, officer, employee, consultant or agent of FinCo (each an "Indemnified
Person").

(b) Upon receipt by an Indemnified Person of actual notice of a
claim, action or proceeding against such Indemnified Person in respect of which
indemnity may be sought hereunder, such Indemnified Person shall promptly
notify Intercable with respect thereto. Intercable may, and at the request of
an Indemnified Person will, assume the defense of any litigation or proceeding
in respect of which indemnity may be sought hereunder, including the employment
of counsel reasonably satisfactory to Finco and the payment of the fees and
expenses of such counsel. In any such litigation or proceeding the defense of
which Intercable shall have so assumed, any Indemnified Person shall have the
right to participate in such litigation or proceeding and to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) Intercable and such Indemnified Person shall
have mutually agreed in writing to the retention of such counsel or (ii) the
named parties to any such litigation or proceeding (including any impleaded
parties) include Intercable and such Indemnified Person and representation of
both parties by the same counsel would, in the opinion of counsel to such
Indemnified Person, be inappropriate due to actual or potential differing
interests between Intercable and such Indemnified Person, provided that in no
event will be Company be liable for the fees and expenses of counsel to more
than one Indemnified Person in connection with any such litigation or
proceeding.

5. This Agreement shall extend from the date hereof through the
earlier of , 2002 or the Option Termination Date (as defined in the
Shareholders Agreement), unless sooner terminated by mutual agreement of the
parties. Notwithstanding the foregoing any payment obligations of Intercable
under paragraph 3 through such termination date and the provisions of
paragraphs 4, 6 and 7 hereof shall survive any expiration or termination of
this Agreement.
<PAGE> 63
6. Except as contemplated by the terms hereof or as required by
applicable law, FinCo shall keep confidential all material nonpublic
information provided to it hereunder by Intercable or any of its affiliates and
shall not disclose such information to any third party, other than such of its
employees and advisors as FinCo reasonably determines to have a need to know.

7. This Agreement may not be amended or modified except by a
writing executed by the parties hereto and shall be governed by and construed
in accordance with the laws of the State of Colorado.

8. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

9. The parties acknowledge that FinCo may perform in the future
financial advisory and related services for third parties.

If the foregoing corrected sets forth the understanding and
agreement between Intercable and FinCo, please so indicate in the space
provided for the purpose below, whereupon this letter shall constitute a
binding agreement as of the date first above written.

JONES FINANCIAL GROUP, INC.

By: _______________________

Title:_____________________

Accepted and agreed to this
_____ day of _____________, 1994:

JONES INTERCABLE, INC.

By: ____________________________

Title:__________________________
<PAGE> 64
EXHIBIT B

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the
day of , 1994 ("Effective Date")(1), by and between Glenn R. Jones
("Executive") and Jones Intercable, Inc., a Colorado corporation ("Company").

WHEREAS, Executive is the founder of the Company, and currently
serves as its Chairman of the Board and Chief Executive Officer; and

WHEREAS, the Stock Purchase Agreement dated as of May 31, 1994
between Bell Canada International, Inc. ("Investor") and the Company (the
"Stock Purchase Agreement"), provides for the sale of certain shares of stock
in the Company to Investor, and

WHEREAS, as a condition to the Investor's willingness to proceed
with the transactions contemplated by the Stock Purchase Agreement, the
Investor has acknowledged Executive's involvement with other Jones
International affiliates and has required that the Executive also agree to
serve as the Chairman and Chief Executive Officer of the Company on the terms
and conditions and subject to the rights of termination hereinafter set forth,
and Executive is willing to accept such employment on such terms and
conditions.

NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, Executive and the Company have agreed and do hereby
agree as follows:

1. EMPLOYMENT AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY. The Company does hereby employ Executive as Chairman of the
Board and Chief Executive Officer of the Company, and Executive does hereby
accept and agree to such employment. During such time as Executive shall be
serving as Chief Executive Officer, his duties shall include such executive and
managerial duties as the Board of Directors of the Company shall from time to
time prescribe and as provided in the Bylaws of the Company. Anything herein
to the contrary notwithstanding, Executive shall devote such amount of time to
the business of the Company as Executive shall determine in good faith is
necessary to carry out the responsibilities of Chairman of the Board and Chief
Executive Officer, due allowance being made for his involvement with other
Jones International affiliates, reasonable vacations and reasonable absences

(1) This agreement would be signed at the closing of the Stock
Purchase Agreement.
<PAGE> 65
because of illness. Furthermore, Executive shall exercise due diligence and
care in the performance of his duties to the Company under this Agreement.
Executive shall be free to devote time to other business enterprises and
opportunities, whether or not related in any manner to the business of the
Company, consistent with such amounts of time as Executive has historically
devoted to such matters.

2. TERM OF AGREEMENT. Subject to the provisions of Section 6 of
this Agreement, Executive shall be employed by the Company for a period (the
"Term") commencing on the Effective Date and ending upon the first to occur of
(a) eight years from the Effective Date, or (b) the closing of the exercise of
the Control Option (as defined in the Stock Purchase Agreement). As used
herein, a year in the term of this Agreement shall be measured from the
applicable anniversary of the Effective Date.

3. COMPENSATION. The Company shall pay Executive, during each
year in the Term of this Agreement, a base salary determined as follows ("Base
Salary"):

(a) During the first year in the Term of this Agreement,
Executive's Base Salary shall be equal to $2,500,000(2).

(b) During each subsequent year in the Term of this Agreement,
Executive's Base Salary shall be equal to the "Increase Percentage"
for such year multiplied by his Base Salary for the immediately
preceding year. Increase Percentage for any year shall mean the
increase in the Consumer Price Index for the Denver Metropolitan Area
as published by the United States Department of Labor for the
immediately preceding calendar year.

Such Base Salary shall be payable in equal biweekly installments or at such
other time or times as Executive and Company shall agree.

4. FRINGE BENEFITS. Executive shall be entitled to participate in
any benefit programs adopted from time to time by the Company for the benefit
of its executive employees, and Executive shall be entitled to receive such
other fringe benefits as may be granted to him from time to time by the
Company's Board of Directors.

(2) $1,500,000 if the Alternate Transaction is consummated.

2
<PAGE> 66
(a) BENEFIT PLANS. Executive shall be entitled to participate in
any benefit plans relating to stock options, stock purchases, pension, thrift,
profit sharing, life insurance, medical coverage, education, or other
retirement or employee benefits available to other executive employees of the
Company, subject to any restrictions (including waiting periods) specified in
such plans; provided, however, that Executive shall receive benefits under
such plans at a level commensurate with his position as Chairman of the Board
and/or Chief Executive Officer of the Company and consistent with the level
of benefits and awards historically received by him as an employee of the
Company.

(b) AUTOMOBILE. The Company shall provide Executive with a car
allowance of $ per month, which shall be applied by Executive towards the
purchase or lease of a suitable vehicle.

(c) VACATION. Executive shall be entitled to seven weeks of paid
vacation per calendar year, with such vacation to be scheduled and taken in
accordance with the Company's standard vacation policies.

(d) OPTIONS. The Company may, in the discretion of its Board of
Directors or any duly designated committee thereof, grant the Executive (x) an
option to purchase up to 436,979 shares of common stock of the Company and (y)
such other stock options as it deems appropriate.

5. BUSINESS EXPENSES. The Company shall reimburse Executive for
any and all necessary, customary and usual expenses, properly receipted in
accordance with Company policies, incurred by Executive on behalf of the
Company.

6. TERMINATION OF EMPLOYMENT.

(a) DEATH. If Executive dies while employed by the Company during
the Term, his employment shall immediately terminate, in which event Executive
shall be entitled to the benefits set forth in Section 7.

(b) DISABILITY. If, as a result of Executive's incapacity due to
physical or mental illness, Executive shall have been absent from the
performance of his duties with the Company for 12 consecutive months or an
aggregate of 14 months in any consecutive 24 month period, and within 30 days
after written notice is provided to him by the Company, he shall not have
returned to the performance of his duties, Executive's employment under this
Agreement may be terminated either by the Company or by Executive for
"Disability," in which event Executive shall thereupon be entitled to the

3
<PAGE> 67
benefits set forth in Section 7. Any question as to the existence of a
Disability shall be determined in writing by a qualified independent physician
mutually acceptable to Executive and the Investor. If Executive and Investor
cannot agree as to a qualified independent physician, each shall appoint such
a physician and those two physicians shall select a third who shall make such
determination. The determination of Disability made by any such physician
shall be final and conclusive for all purposes of this Agreement.

(c) TERMINATION BY THE COMPANY FOR CAUSE. The Company may
terminate Executive's employment under this Agreement for "Cause," at any time
prior to expiration of the Term of the Agreement and, in the case of clause
(i) below, without any advance written notice to Executive. For purposes of
this Agreement "Cause" shall mean (i) Executive's conviction or plea of guilty
for fraud material misappropriation or embezzlement, or (ii) following notice
and a reasonable opportunity to cure the problem, Executive's willful and
continued failure substantially to perform his duties hereunder (other than
as a result of a Disability). In the event of a termination of Executive's
employment for Cause, all other obligations of the Company under this
Agreement shall cease as of the date of such termination. If Executive
terminates his employment voluntarily (but not by reason of death or
Disability) with the Company for any reason, Executive shall be entitled to
the same payments he would have received if his employment had been
terminated by the Company for Cause and all other obligations of the Company
hereunder shall terminate as of the date of such termination.

7. COMPENSATION UPON TERMINATION BY DEATH, BY DISABILITY OR BY
THE COMPANY OTHER THAN FOR CAUSE. If Executive's employment shall be
terminated during the Term (i) by death, (ii) by Disability or (iii), subject
to clause (f) below, by the Company other than for Cause, Executive shall be
entitled to the following benefits:

(a) LUMP SUM PAYMENT OF UNPAID BASE SALARY FOR ENTIRE REMAINING
TERM OF AGREEMENT. Within 30 days from the date of termination of Executive's
employment ("Termination Date"), the Company shall, at Executive's option, (i)
continue to pay Executive his Base Salary (including the increases
contemplated by Section 7(b) hereof) until the eighth anniversary of the
Effective Date or (ii) make a lump sum payment to Executive in an amount equal
to the total cumulative Base Salary that would have been payable to Executive
under

4
<PAGE> 68
this Agreement for each of the remaining years in the Term of this Agreement;
provided, however, that, for the purposes of determining the amount of such
lump sum payment, and notwithstanding the provisions of Section 2 above, (i)
the Term of this Agreement shall be eight years from the Effective Date; (ii)
for purposes of determining the Increase Percentage for any year in the Term
of this Agreement following the year in which the Termination Date occurs, the
percentage increase in the Consumer Price Index for the Denver Metropolitan
Area shall be deemed to be the average of such increases for the five
calendar years immediately preceding the Termination Date; and, (iii) the
amount of such lump sum payment, as determined above, shall be discounted to
present value based on the interest rate, at the time of determination, of
United States Treasury bonds, notes or bills, as the case may be, having a
remaining maturity equal to the time remaining until the eighth anniversary
of the Effective Date. Notwithstanding the foregoing, if Executive's
employment is terminated by Disability, Executive shall not receive such lump
sum payment, but shall continue to receive his Base Salary (including the
increases contemplated by Section 7(b) hereof) until the eighth anniversary of
the Effective Date.

(b) CONTINUATION OF FRINGE BENEFITS. The Company shall continue
to provide Executive and/or his eligible dependents and beneficiaries with all
Fringe Benefits set forth in Section 4 throughout the remaining unexpired
Term of the Agreement, as if Executive's employment under the Agreement had
not been terminated. If, as the result of termination of Executive's
employment, Executive and/or his otherwise eligible dependents or
beneficiaries shall become ineligible for benefits under any one or more of
the Company's benefit plans, the Company shall continue to provide Executive
and his eligible dependents or beneficiaries with benefits at a level at least
equivalent to the level of benefits to which Executive and his dependents and
beneficiaries were entitled with respect to such plans pursuant to this
Agreement immediately prior to the Termination Date.

(c) EXCISE TAX GROSS-UP. In the event that Executive is terminated
by the Company during the Term other than for Cause (excluding any termination
by the Company due to Disability, termination due to death or termination by
the Executive for any reason), and Executive becomes entitled to the benefit
payments provided under subparagraphs (a) and (b) of this Section 7 ("Benefit
Payments"), and if any of the Benefit Payments will be subject to any excise
tax imposed under section 4999 of the Internal Revenue Code of 1986, as
amended from time to time ("Code"), or successor sections thereto ("Excise
Tax"), the Company shall pay to

5
<PAGE> 69
Executive an additional amount (the "Gross-Up Payment") such that the net
amount retained by Executive as to the Benefit Payments, after deduction of
any Excise Tax on the Benefit Payments and any federal, state and local income
tax and Excise Tax upon the Benefit Payments, shall be equal to the amount of
the Benefit Payments. Such Gross-Up Payment shall be computed in accordance
with Annex I hereto.

(d) NO MITIGATION REQUIRED; NO OTHER ENTITLEMENT TO BENEFITS UNDER
AGREEMENT. Executive shall not be required in any way to mitigate the amount
of any payment provided for in this Section 7, including, but not limited to,
by seeking other employment, nor shall the amount of any payment provided for
in this Section 7 be reduced by any compensation earned by Executive as the
result of employment with another employer after the Termination Date, or
otherwise. Except as set forth in this Section 7, following a termination
governed by this Section 7, Executive shall not be entitled to any other
compensation or benefits set forth in this Agreement, except as may be
separately negotiated by the parties and approved by the Board of Directors of
the Company in writing in conjunction with the termination of Executive's
employment.

(e) TERM. For purposes of this Section 7, the Term of this
Agreement shall be deemed to continue until eight years from the Effective
Date.

(f) TERMINATION OTHER THAN FOR CAUSE. For purposes of this
Agreement, a termination of Executive's employment by the Company shall be
deemed to be a termination other than for Cause only if a majority of the
members of the Board of Directors who are Independent Directors (as defined in
the Shareholders Agreement) or directors nominated by Investor shall have
voted for such termination under circumstances when neither Cause nor a
Disability shall exist.

(g) Notwithstanding anything in this Agreement to the contrary, in
no event shall the Company be obligated to pay Executive any amount or provide
Executive with any benefits hereunder as a result of, or in connection with,
any termination of employment occurring coincident with or following the
expiration of the Term.

6
<PAGE> 70
(h) Notwithstanding anything herein to the contrary, if Executive
shall commit suicide, he shall be entitled to receive only those payments he
would have received had he been terminated for Cause.

8. REFERRAL, CONFIDENTIALITY.

(a) For a period of one year following the termination of
Executive's employment hereunder, other than a termination by the Company
other than for Cause, Executive shall be subject to the obligation to refer
business to the Company set forth in Section 3.3 of the Shareholders
Agreement, provided that such referral obligation shall not last beyond the
Term of this Agreement (or beyond the Option Termination Date, as defined in
the Shareholders Agreement).

(b) Executive acknowledges that as Chairman and Chief Executive
Officer of the Company he may receive confidential information regarding the
Company. Executive agrees that for a period of two years following the
termination of Executive's employment hereunder, other than a termination by
the Company other than for Cause, Executive shall keep such information
confidential, unless (i) such information is generally available to the
public, (ii) such information was available to Executive from other sources,
(iii) such information relates to other Jones International affiliates or (iv)
Executive believes in good faith that such information is required to be
disclosed (x) pursuant to law, regulation, court order, subpoena or other
similar requirements or (y) to perform his duties hereunder.

9. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given in person, by fax or first
class mail, certified or registered with return receipt requested, and shall
be deemed to have been duly given upon receipt by the respective persons named
below:

If to Company: Jones Intercable, Inc.
Phone:
Fax:

If to Executive: Glenn R. Jones
Phone:

Either party may change such party's address for notices by notice duly given
pursuant hereto.

7
<PAGE> 71
10. ATTORNEYS' FEES. In the event judicial determination is
necessary of any dispute arising as to the parties' rights and obligations
hereunder, each party shall have the right, in addition to any other relief
granted by the court, to attorneys' fees based on a determination by the court
of the extent to which each party has prevailed as to the material issues
raised in determination of the dispute.

11. TERMINATION OF PRIOR AGREEMENTS. This Agreement terminates
and supersedes any and all prior agreements and understandings between the
parties with respect to employment or with respect to the compensation of
Executive by the Company. Nothing herein shall be deemed to affect any stock
option or related agreements between Executive and the Company.

12. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Agreement or any rights or obligations
hereunder; provided that, in the event of the merger, consolidation, transfer,
or sale of all or substantially all of the assets of the Company with or to
any other individual or entity, this Agreement shall, subject to the
provisions hereof, be binding upon and inure to the benefit of such successor
and such successor shall discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder.

13. GOVERNING LAW. This Agreement and the legal relations thus
created between the parties hereto shall be governed by and construed under
and in accordance with the laws of the State of Colorado.

14. ENTIRE AGREEMENT; HEADINGS. This Agreement embodies the entire
agreement of the parties respecting the matters within its scope and may be
modified only in writing. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

15. WAIVER; MODIFICATION. Failure to insist upon strict
compliance with any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right
or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times. This
Agreement shall not be modified in any respect except by a writing executed by
each party hereto.

8
<PAGE> 72
16. SEVERABILITY. In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any statute or public policy, only the portions of this Agreement that violate
such statute or public policy shall be stricken. All portions of this
Agreement that do not violate any statute or public policy shall continue in
full force and effect. Further, any court order striking any portion of this
Agreement shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Agreement.

17. INDEMNIFICATION. The Company shall indemnify and hold
Executive harmless to the maximum extent permitted by law.

18. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Executive has hereunto signed
this Agreement, as of the date first above written.

Jones Intercable, Inc.

By: ____________________

________________________
Glenn R. Jones

9
<PAGE> 73
ANNEX I

For purposes of determining whether any of the Benefit Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) the Benefit
Payments and any other payments or benefits received or to be received by
Executive in connection with a change described in Section 280G(b)(2)(A)(i)(I)
or (II) of the Code ("Change in Control") or the termination of Executive's
employment (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any person whose actions result in a
Change in Control or any person affiliated with the Company or such person)
shall be treated as "parachute payments" within the meaning of section
280G(b)(2) of the Code, and all "excess parachute payments" within the meaning
of section 280G(b)(l) of the Code shall be treated as subject to the Excise
Tax, unless in the written opinion of tax counsel (which opinion shall be
reasonably acceptable to the Executive) selected by the Company's independent
auditors and reasonably acceptable to Executive the Benefit Payments and/or
such other payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
or such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of section
280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in section
280G(b)(3) of the Code) allocable to such reasonable compensation, or are
otherwise not subject to the Excise Tax; (ii) the amount of the Benefit
Payments which shall be treated as subject to the Excise Tax shall be equal to
the lesser of (A) the total amount of the Benefit Payments or (B) the amount of
excess parachute payments within the meaning of section 280G(b)(l) of the Code
(after applying clause (i), above); and (iii) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the
Company's independent auditors in accordance with the principles of sections
280G(d)(3) and (4) of the Code. For purposes of determining the amount of the
Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rate of taxation in the state and locality of Executive's
residence on the Termination Date, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes based on the marginal rate referenced above. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the Termination Date, Executive shall repay to the
Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction
(plus that portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income tax imposed on the Gross-Up Payment being
repaid by Executive to the extent that such repayment results in a reduction in
Excise Tax and/or a federal, state or local income tax deduction) plus interest
on the amount of such repayment at the rate provided in section 1274(b)(2)(B)
of the Code. In the event that the Excise Tax is determined to exceed the
amount taken into account hereunder at the time of the termination of
Executive's employment (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by Executive with respect to
such excess) at the time that the amount of such excess is finally determined.
Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax with respect to the Benefit
Payments.

10
<PAGE> 74
EXHIBIT C

SHAREHOLDERS AGREEMENT

Dated as of (Closing Date), 1994

Among

GLENN R. JONES,

JONES INTERNATIONAL, LTD.,

BELL CANADA INTERNATIONAL INC.

and

JONES INTERCABLE, INC.

NOTE: AT CLOSING, THE SPECIAL PURPOSE VEHICLES WILL AGREE TO BE BOUND BY THE
AGREEMENT.
<PAGE> 75
TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
Page
ARTICLE I

DEFINITIONS
<S> <C>
SECTION 1.1 Definitions . . . . . . . . . . . . . .

ARTICLE II

GOVERNANCE OF THE COMPANY

SECTION 2.1 Board of Directors . . . . . . . . . .
2.2 Class A Directors . . . . . . . . . .
2.3 Common Directors . . . . . . . . . . .
2.4 Nomination and Vacancies . . . . . . .
2.5 Certain Shareholder Agreements . . . .
2.6 Investor Consent Rights . . . . . . . .
2.7 Termination of Rights . . . . . . . . .
2.8 Tag-Along Right and
Third Party Offers . . . . . . . . . .

ARTICLE III

COVENANTS

SECTION 3.1 Investment Commitment . . . . . . . . .
3.2 Consultation on Business Strategies . .
3.3 Obligation to Refer Business
Opportunities . . . . . . . . . . . .
3.4 Supplier Arrangements . . . . . . . . .
3.5 Programming Services . . . . . . . . .
3.6 Transactions with Affiliates . . . . .
3.7 Information . . . . . . . . . . . . . .
3.8 Preemptive Rights . . . . . . . . . . .
3.9 Registration Rights . . . . . . . . . .
3.10 Confidentiality . . . . . . . . . . . .
3.11 Certain Brokerage Fees . . . . . . . .
3.12 Purchases of Additional Shares
of Capital Stock . . . . . . . . . .
3.13 Termination of Article III . . . . . .

</TABLE>

(1) The Table of Contents is not a part of this Agreement.
<PAGE> 76

<TABLE>
<S> <C>
ARTICLE IV

TRANSFER RESTRICTIONS
AND OFFER PROCEDURES

SECTION 4.1 Transfer Restrictions . . . . . . . . .
4.2 Sales of Class A Shares by Jones . . .
4.3 Purchases of Class A Shares by
Bell International Group Entities . .
4.4 General Offer Procedures . . . . . . .
4.5 Termination of Article IV. . . . . . . .

ARTICLE V

PROVISIONS RELATING
TO THE CONTROL OPTION

SECTION 5.1 Issuances of Common Shares During the
Option Period . . . . . . . . . . . .
5.2 Consents and Approvals For Exercise
of Control Option . . . . . . . . . .
5.3 Further Assurances . . . . . . . . . .
5.4 No Proxies or Encumbrances on
Optioned Shares . . . . . . . . . . .
5.5 Deemed Exercise . . . . . . . . . . . .
5.6 Trading in Class A Shares . . . . . . .
5.7 Certain Information . . . . . . . . . .
5.8 Termination of Article V . . . . . . .

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

SECTION 6.1 Representations and Warranties of
Jones . . . . . . . . . . . . . . .
6.2 Representations and Warranties of
International . . . . . . . . . . . .
6.3 Representations and Warranties of
Investor . . . . . . . . . . . . . .
6.4 Representations and Warranties of

the Company . . . . . . . . . . . . .

</TABLE>

<PAGE> 77

<TABLE>
<S> <C>
ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Termination . . . . . . . . . . . . . .
7.2 Successors and Assigns; Assignment . .
7.3 Specific Performance . . . . . . . . .
7.4 Notices . . . . . . . . . . . . . . . .
7.5 Expenses . . . . . . . . . . . . . . .
7.6 Amendments and Waivers . . . . . . . .
7.7 Governing Law . . . . . . . . . . . . .
7.8 Counterparts; Effectiveness . . . . . .
7.9 Headings . . . . . . . . . . . . . . .
7.10 Entire Agreement . . . . . . . . . . .
7.11 Separability . . . . . . . . . . . . .

</TABLE>
SCHEDULES

SCHEDULE I List of Affiliate Agreements
SCHEDULE II List of Cable Partnerships

EXHIBITS

EXHIBIT A Registration Rights
EXHIBIT B Form of Sale Offer Notice
EXHIBIT C Form of Purchase Notice
EXHIBIT D Form of Purchase Offer Notice
EXHIBIT E Form of Sale Notice
<PAGE> 78
AGREEMENT dated as of (Closing Date), 1994 among GLENN R. JONES, a
resident of Colorado, JONES INTERNATIONAL, LTD., a Colorado corporation
("International"), BELL CANADA INTERNATIONAL INC., a Canadian corporation
("Investor"), and JONES INTERCABLE, INC., a Colorado corporation (the
"Company").

W I T N E S E T H :

WHEREAS, on March 25, 1994 Investor, through its wholly owned
subsidiary Bell Canada International BVI III Limited, purchased 2,500,000 Class
A Shares (as defined below) at a price of $22.00 per share, or $55,000,000 in
the aggregate;

WHEREAS, concurrently with the execution of this Agreement, (i)
Investor is purchasing from the Company 7,500,000 Class A Shares at a price of
$27.50 per share, or $206,250,000 in the aggregate and (ii) certain affiliates
of Glenn R. Jones are granting to Investor an option to purchase the Optioned
Shares (as defined below); and

WHEREAS, in connection with such transactions the parties hereto
wish to enter into certain arrangements concerning the operation and governance
of the Company and other related matters;

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. (a) The following terms, as used herein, have
the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Affiliate Agreements" means the agreements described on Schedule I
as in effect on the date hereof.

"Allocated Expenses" means for any period the fees payable (without
regard to any Cable Partnership's right to defer or limit actual payment) to
the Company or a Consolidated Subsidiary by the Cable Partnerships to
compensate the Company or such Consolidated Subsidiary for that portion
(computed by the Company consistently with respect to all Cable Partnerships)
of its general overhead and administrative expenses, including all of its
direct and indirect expenses allocable to the operation of the Cable
Partnerships' business, including, but not limited to, home office rent,
supplies, telephone, travel and copying charges, and salaries of full and
part-time employees.
<PAGE> 79
"Annualized Operating Cash Flow" means, for any fiscal quarter of
the Company, the product of (i) four and (ii) the total revenues (excluding the
gain on the sale of any assets to the extent included therein) of the Company
and its Consolidated Subsidiaries for such quarter, adjusted for Owned Systems
acquired or sold during such period, plus MLP Distributions and Interest
Income, less the sum of (A) operating expenses of the Company and its
Consolidated Subsidiaries for such quarter, excluding non-cash items, adjusted
for Owned Systems acquired or sold during such period, (B) general and
administrative expenses of the Company and its Consolidated Subsidiaries for
such quarter, excluding non-cash items, in each case, (C) CATV Fund Fees, net
of taxes, and (D) payments of Taxes on operating income, provided that
Management Fees, Allocated Expenses and Interest Income shall be included in
the foregoing amounts only to the extent actually received in cash during such
quarter.

"BCE Group Entity" means, at any time, BCE Inc., Investor and (i)
any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are, directly or indirectly, owned or controlled
by BCE Inc. at such time and (ii) any other entity that is, directly or
indirectly, controlled by BCE Inc. at such time.

"Bell International Group Entity" means, at any time, Investor and
(i) any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are, directly or indirectly, owned or controlled
by Investor at such time and (ii) any other entity that is, directly or
indirectly, controlled by Investor at such time.

"Bell International Shareholder" means, at any time, any Bell
International Group Entity that owns shares of Capital Stock at such time.

"Board" means the board of directors of the Company.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Buy-Out Price" means the purchase price for the Owned Securities,
as determined pursuant to Section 2.8(c) and (d). "Cable Partnership" means,
at any time, any partnership listed on Schedule II hereto that is an Intercable
Group Entity at such time.

"Capital Stock" means, at any time, the Common Shares, the Class A
Shares and any other shares of authorized capital stock of the Company.
<PAGE> 80
"CATV Fund Fees" means cash distributions (other than MLP
Distributions and Management Fees) from the Cable Partnerships to the Company
in its capacity as general partner of the Cable Partnerships, including,
without limitation, distributions from cash flow, distributions from the sale
or refinancing of Systems owned by a Cable Partnership and distributions upon
dissolution of a Cable Partnership (whether or not such distributions are
recognized for income statement purposes).

"Class A Directors" means the members of the Board elected by the
holders of the Class A Shares.

"Class A Shares" means the shares of Class A Common Stock, par value
$0.01 per share, of the Company.

"Closing Date" means the date of this Agreement.

"Common Directors" means the members of the Board elected by the
holders of the Common Shares.

"Common Shares" means the shares of Common Stock, par value $0.01
per share, of the Company.

"Control Option" means the options to purchase the Optioned Shares
pursuant to the Option Agreements.

"Convertible Debt" means the 7.5% Convertible Debentures due June 1,
2007 of the Company.

"Core Business" means, at any time, the following lines of business:
(i) cable television services, (ii) wireline local communications services
(including exchange, access and value-added services, such as call waiting,
call forwarding and similar services) in geographic markets where the Company
or a Subsidiary of the Company owns a cable television business at such time
and (iii) physical cable or wireline delivery of multi-media services
(including inter-active services) over broadband networks in geographic markets
where the Company or a Subsidiary of the Company provides cable television or
wireline local communications services at such time. "Core Business" does not
include (A) the provision
<PAGE> 81
of personal communications services (as defined by the Federal Communications
Commission at 47 C.F.R. 99.5 on the date hereof), but includes the lease (or
other provision) of wireline or broadband networks used in connection with the
operation of the Core Business to providers of personal communications services
and (B) the creation, development, production, acquisition, packaging and sale
(but not physical delivery) of entertainment, informational, educational and
other programming services or software, including inter-active, multi-media
and CD ROM services.

"Debt" of the Company and its Consolidated Subsidiaries means at any
date, without duplication, (i) all obligations of such Persons for borrowed
money, (ii) all obligations of such Persons evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of all such Persons
to pay the deferred purchase price of property or services, except trade
accounts payable and current liabilities arising in the ordinary course of
business, (iv) all obligations of all such Persons as lessee which are
capitalized in accordance with generally accepted accounting principles, (v)
all Debt of others secured by a Lien on any asset of all such Persons, whether
or not such Debt is otherwise an obligation of such Persons, (vi) all
guarantees, endorsements and other contingent obligations with respect to Debt,
or to otherwise assure the owner of any of such Debt against loss with respect
thereto and (vii) obligations to repurchase assets previously sold. "Debt"
does not include any Convertible Debentures.

"Dollars" or "$" means United States dollars.

"Employee Options" means any options to purchase Class A Shares
granted to employees, officers or directors of the Company or any of its
Subsidiaries pursuant to any employee benefit plan (including a stock option,
stock purchase or stock bonus plan) approved by the Board.

"Event Date" means, after the Option Termination Date, the earlier
of (i) the date on which Investor's Ownership Percentage is less than 20% and
(ii) the date on which the JI Group sells the Control Block to a Control
Purchaser after the Bell International Group Entities have declined to accept
an offer from a Control Purchaser pursuant to Section 2.8.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

"FCC" means the Federal Communications Commission or its successor.

"Financial Services Agreement" means the Financial Services
Agreement dated as of the date hereof between the Company and Jones Financial
Group, Inc.
<PAGE> 82
"Franchise Agreement" means any franchise, agreement, permit,
license or other authorization granted by any Governmental Authority organized
within the United States of America, including all laws, regulations and
ordinances relating thereto, which authorizes the construction or operation of
a System or the reception and transmission of signals by microwave, and shall
include, without limitation, all FCC licenses and all certificates of
compliance, if any, and cable television registration statements (or similar
documents) which are required to be issued by or filed with the FCC.

"Governmental Authority" means any local, county, state,
commonwealth, federal or foreign court, judicial, executive, or legislative
instrumentality, or any agency, authority, commission, board or official
thereof, including, without limitation, any franchising authority.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Interest Income" means, for any period, the sum of interest paid to
the Company with respect to (a) deferrals of Management Fees or Allocated
Expenses owed to the Company, (b) loans and advances made by the Company to the
Cable Partnerships and (c) cash on deposit in interest bearing accounts.

"Investor Nominee" means any nominee designated to the Board by
Investor pursuant to Section 2.2(a)(i) and 2.3(ii) (which does not include any
Joint Nominee).

"Investor's Ownership Percentage" means, at any time, the ratio of
(i) the aggregate number of shares of Capital Stock owned by Investor and the
other Bell International Group Entities (and, in the case of calculations
pursuant to Section 3.12(a), any other BCE Group Entity) at such time to (ii)
the aggregate number of shares of Capital Stock outstanding at such time, in
each case calculated on a fully diluted basis and assuming the conversion of
all securities convertible or exchangeable into shares of Capital Stock and the
exercise of all options, warrants and other rights to acquire shares of Capital
Stock, whether or not vested. In the case of sales or issuances of New
Securities, Investor's Ownership Percentage will be calculated immediately
preceding such sale or issuance.
<PAGE> 83
"JI Group" means, at any time, Jones, International, each grantor
under the Option Agreements and each other Person that is a Subsidiary of Jones
or International at such time, other than any Person that is an Intercable
Group Entity at such time.

"JI Group Entity" means, at any time, each Person included in the JI
Group at such time.

"JI Shareholder" means, at any time, any JI Group Entity that owns
shares of Capital Stock at such time.

"Jones" means Glenn R. Jones, a resident of Colorado, or in the
event he is not then alive or legally competent, his executor, the
administrator of his estate or his legal representative (including, without
limitation, his guardian, conservator or other similar fiduciary).

"Jones Employment Agreement" means the Employment Agreement dated as
of the date hereof between Glenn R. Jones and the Company.

"Jones Family Member" means any member of the immediate family of
Glenn R. Jones (as defined in Rule 16a-1 under the Exchange Act), or a trust
for the benefit of such members.

"Jones Nominee" means any nominee designated to the Board by Jones
pursuant to Section 2.3(i) (which does not include any Joint Nominee).

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any property or
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property or asset.

"Management Fees" means, for any period, management fees earned by
the Company and its Consolidated Subsidiaries during such period for management
services provided to the Cable Partnerships pursuant to the terms of the
relevant partnership agreements.

"Material Adverse Effect" means, with respect to any Person, a
material adverse effect on the financial condition, business, assets or results
of operations of such Person and its Subsidiaries, taken as a whole.

"MLP Distributions" means, for any period, the cash distributions
made by Jones Intercable Investors, L.P. to the Company in respect of the Class
A Units owned by the Company.
<PAGE> 84
"Net Debt" means, at any time, Debt at such time, less cash and cash
equivalents of the Company and its Consolidated Subsidiaries at such time.

"Option Agreements" means the Option Agreements dated as of the
Closing Date between Investor (or its agent) and each of __________ and
__________.

"Option Period" means the period from the date hereof to the Option
Termination date.

"Option Termination Date" means the earlier of (i) the date on which
the Control Option terminates pursuant to Section 3.6 of the Option Agreements,
or otherwise, or (ii) the date on which Investor purchases the Optioned Shares
pursuant to the Option Agreements.

"Optioned Shares" means the Common Shares subject to the Option
Agreements.

"Owned System" means any System that is owned and operated by an
Intercable Group Entity other than a Cable Partnership.

"Permitted Amount" means, at any date, the product of (i) seven and
(ii) Annualized Operating Cash Flow for the most recently ended fiscal quarter
of the Company prior to, or on, such date.

"Permitted Equity Issuances" means sales by the Company prior to,
but not at, the Commitment Termination Time of Class A Shares for cash where
the proceeds from any such sale will be used to finance the purchase by the
Company (or its Subsidiary) of any System owned by a Cable Partnership.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Related Agreements" means the Financial Services Agreement, the
Jones Employment Agreement, the Supply and Services Agreement and the
Secondment Agreement.

"SEC" means the Securities and Exchange Commission.

"Secondment Agreement" means the Secondment Agreement dated as of
the date hereof between Investor and the Company.
<PAGE> 85
"Securities Act" means the Securities Act of 1933 as amended, and
the rules and regulations promulgated thereunder.

"Shareholder" means, at any time, any Bell International Shareholder
or JI Shareholder at such time.

"Shareholder Nominees" means the Jones Nominees, Investor Nominees
and Joint Nominees.

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between Investor and the Company.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are, directly or indirectly, owned or controlled by such Person, (ii)
any partnership of which such Person is, directly or indirectly, a general or
managing partner and (iii) any other entity that is, directly or indirectly,
controlled by such Person. By way of example, the parties hereto acknowledge
that (i) Glenn R. Jones and International are not Subsidiaries of any
Intercable Group Entity and (ii) BCE Inc. is not a Subsidiary of Investor.

"Supply and Services Agreement" means the Supply and Services
Agreement dated as of the date hereof between Investor and the Company.

"Taxes" means, for any Person, taxes, assessments, or other
governmental charges or levies imposed upon such Person, its income or any of
its properties, franchises or assets.

"Transfer" means, with respect to any securities, any direct or
indirect sale, assignment, transfer, grant of a participation in, pledge, gift
or other disposition thereof, without regard to whether such disposition is for
consideration.
<PAGE> 86
(b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
Term Section
<S> <C>
Commitment Termination Time 3.1
Control Block 2.8
Control Purchaser 2.8
Convertible Debenture 3.1
Eligible Assignee 7.1
Independent Director 2.2
Investor Programming 3.5
Joint Nominee 2.2
Jones Programming 3.5
Market Value 3.8
Offer Period 4.2
Offer Price 4.2
Offered Shares 4.2
Offering Party 3.3
Offeror 4.2
Opportunity 3.3
Owned Securities 2.8
Proposed Price 4.3
Purchase Conditions 3.8
Purchase Notice 4.2
Purchase Number 4.3
Purchaser 4.3
Purchase Offer Notice 4.3
Qualifying Merger 3.12
Qualifying Tender Offer 3.12
Rights Notice 3.8
Sale Notice 4.3
Sale Offer Notice 4.2
Special Issue 3.8
Trigger Date 3.8
Unrelated Directors 3.6
</TABLE>

(c) All accounting determinations hereunder shall be made, and all
financial calculations required to be made hereunder shall be prepared, in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.
<PAGE> 87
ARTICLE II

GOVERNANCE OF THE COMPANY

2.1. Board of Directors. (a) The Board shall consist of 13
directors: nine members of the Board will be Common Directors and four members
of the Board will be Class A Directors. Such directors will be nominated,
elected and removed in accordance with the articles of incorporation and bylaws
of the Company and the terms of this Agreement.

(b) The Board shall have an executive committee, an audit committee
and a compensation committee. Except to the extent required by applicable law,
Investor will be entitled to have at least one Investor Nominee on each
committee of the Board at all times.

(c) The Company will use reasonable efforts to obtain and maintain
in effect $25,000,000 of directors and officers liability insurance coverage
for any period in which an Investor Nominee, Jones Nominee or a Joint Nominee
is a member of the Board, provided that such insurance may be obtained at
reasonable cost. In the event the Company believes such insurance cannot be
obtained at reasonable cost, the Company will consult with Investor as to an
appropriate replacement policy.

2.2. Class A Directors. (a) The parties hereto agree that the
four Class A Directors will be designated as follows:

(i) Investor will be entitled, but not required, to designate one
director, and

(ii) Jones and Investor will designate three directors that are each
an Independent Director mutually acceptable to both parties (each a
"Joint Nominee").

(b) An "Independent Director" is a person who is free from any
relationship that would interfere with the exercise of independent judgment by
such person as a member of the Board. Without limiting the generality of the
foregoing, unless the Board has unanimously determined otherwise, a person will
not be an Independent Director if such person:

(i) is, or has been, a director or officer of, employed by or a
consultant to, any Intercable Group Entity, JI Group Entity or BCE
Group Entity, provided that this provision does not apply to
Independent Directors that are elected for successive terms of office,
<PAGE> 88
(ii) is, or since January 1, 1993 has been, an officer, director,
general partner or more than 5% shareholder (by either vote or value)
of a Person that has, or since January 1, 1993 has had, a material
business relationship with any Intercable Group Entity, JI Group
Entity or BCE Group Entity,

(iii) is, or has been, a more than 5% shareholder (by either
vote or value) of any Intercable Group Entity, JI Group Entity or BCE
Group Entity, or is an officer or director of any such shareholder, or

(iv) is a member of the immediate family (as defined in Rule 16a-1
under the Exchange Act) of any person described in clauses (i), (ii)
or (iii).

2.3. Common Directors. The parties hereto agree that the nine
Common Directors will be designated as follows:

(i) Jones will be entitled, but not required, to designate seven
directors, and

(ii) Investor will be entitled, but not required, to designate two
directors.

2.4. Nomination and Vacancies. (a) In the event that Investor or
Jones chooses to designate one or more nominees to the Board pursuant to
Article II, the Company will use its reasonable efforts to (i) include each
such nominee in the group of nominees proposed by management of the Company for
election to the Board, (ii) recommend to the shareholders of the Company each
such nominee's election to the Board and (iii) solicit proxies for each such
nominee from all holders of voting securities entitled to vote thereon.

(b) In the event that any Shareholder Nominee vacates his seat on
the Board, whether by resignation, death, removal or otherwise, the Board will
as promptly as practicable hold a meeting of the Board and, subject to its
fiduciary duties, will fill any such vacancy with a person designated by the
Shareholder (or Shareholders in the case of a Joint Nominee) entitled to
designate such Shareholder Nominee, provided that if such Shareholder Nominee
was an Independent Director, such designated person must also be an Independent
Director.

2.5. Certain Shareholder Agreements. (a) Each Bell International
Shareholder will vote or cause to be voted all shares of Capital Stock owned or
controlled by it at any regular or special meeting of shareholders of the
Company, or in any written consent executed in lieu of such a meeting of
shareholders,
<PAGE> 89
(i) in favor of any Jones Nominees and Joint Nominees designated as
provided in this Article II,

(ii) to remove any Jones Nominee (with or without cause) requested
to be removed by Jones pursuant to Section 2.4, and

(iii) to seek the election of such number of Jones Nominees as
is necessary to constitute a majority of the members of the Board.

(b) Each JI Shareholder will vote or cause to be voted all shares
of Capital Stock owned or controlled by it at any regular or special meeting of
shareholders of the Company, or in any written consent executed in lieu of such
a meeting of shareholders,

(i) subject to Section 2.5(a)(iii), in favor of any Investor
Nominees and Joint Nominees designated as provided in this Article II,

(ii) to remove any Investor Nominee (with or without cause)
requested to be removed by Investor pursuant to Section 2.4, and

(iii) to cause the Company to comply with the provisions of
Section 2.6.

(c) Each Shareholder will cause all shares of Capital Stock owned
or held of record by it to be represented, in person or by proxy, at all
meetings of shareholders of the Company of which such Shareholder has actual
notice, so that such shares of Capital Stock may be counted for the purpose of
determining the presence of a quorum at such meetings.

(d) Without the written consent of Jones no Bell International
Shareholder will, and without the written consent of Investor no JI Shareholder
will, (i) solicit any proxies or consents in connection with any matter to be
voted upon, or sought to be voted upon, by the shareholders of the Company
except in accordance with the terms of this Agreement or the approval of the
Board, (ii) become a participant in any such solicitation or (iii) except as
contemplated by this Agreement, become a part of a voting group or deposit
shares in a voting trust. The provisions of the immediately preceding sentence
will terminate (x) as to Bell International Shareholders on the Option
Termination Date if Investor (or its agent) purchases the Control Option under
the Option Agreements and (y) as to JI Shareholders on the Option Termination
Date if Investor (or its agent) does not purchase the Control Option under the
Option Agreements. Nothing herein shall restrict any Shareholder from granting
revocable proxies in connection with meetings of shareholders of the Company.
<PAGE> 90
2.6. Investor Consent Rights. (a) Subject to the provisions of
Section 2.7, the Company will not take or agree to take, and will not permit
any Subsidiary to take or agree to take, directly or indirectly, any of the
following actions without the prior written consent of Investor or pursuant to
the procedures described in paragraph (c) below:

(i) authorize, sell, distribute or otherwise issue, or grant rights
with respect to, New Securities, Employee Options or Subsidiary
Securities (or any stock appreciation or similar interests or rights
with respect to such securities) except for (A) routine grants of
Employee Options (or stock appreciation rights) approved after the
date hereof by the compensation committee of the Board in an amount
not to exceed options to purchase (and stock appreciation rights in
respect of) 2,000,000 Class A Shares in the aggregate, (B) any grant
of options pursuant to Section 4 of the Jones Employment Agreement,
(C) any issuances of Capital Stock pursuant to the terms of Employee
Options or the Convertible Debt and the Convertible Debentures and the
options granted pursuant to Section 4 of the Jones Employment
Agreement, (D) authorizations, sales, distributions or other issuances
of Subsidiary Securities to Persons that are wholly-owned Intercable
Group Entities (except in connection with sales of Subsidiary
Securities permitted by subparagraphs (v) and (vi) of this Section
2.6), and (E) Permitted Equity Issuances,

(ii) repurchase, redeem or exchange any shares of Capital Stock,
other than (A) repurchases, redemptions or exchanges of Class A Shares
where all holders of Class A Shares are entitled to participate on a
pro rata basis, (B) repurchases of Class A Shares in the open market,
provided that at any time the aggregate number of Class A Shares
repurchased during the immediately preceding 12 months may not exceed
5% of the aggregate number of shares of Capital Stock outstanding on
the immediately preceding December 31 (calculated on a fully diluted
basis assuming the conversion of all options and the exercise of other
rights), and (C) as contemplated by the terms of any New Securities,

(iii) amend the articles of incorporation or bylaws of the
Company,

(iv) (A) in the case of the Company and its Consolidated
Subsidiaries, incur Debt if after the incurrence of such Debt, Net
Debt would exceed the Permitted Amount and (B) in the case of the
Cable Partnerships, incur long-term Debt not in the ordinary course of
business,
<PAGE> 91
(v) acquire or sell any interest in a cable television system that
is not owned by a Cable Partnership for a purchase price exceeding
$50,000,000 in any single transaction (or series of related
transactions), and $250,000,000 in the aggregate for acquisitions and
$250,000,000 in the aggregate for sales,

(vi) acquire or sell any interest in a business (other than a cable
television system) for a purchase price exceeding $5,000,000 in any
single transaction (or series of related transactions), and
$50,000,000 in the aggregate for acquisitions and $50,000,000 in the
aggregate for sales,

(viii) take any action that would reasonably be expected to, as a
result of a law, rule or regulation of a Governmental Authority
organized within the United States of America, England or any other
jurisdiction where the Intercable Group conducts a material portion of
its business, (A) prevent Investor from exercising the Control Option
or from otherwise obtaining control of the Company, (B) require
Investor to divest or otherwise limit Investor's ability to exercise
full rights of ownership over the Control Option or any shares of
Capital Stock (whether acquired upon exercise of the Control Option or
otherwise) or (C) require, after the exercise of the Control Option,
the Intercable Group to divest any material business or assets or
impose a material limitation on the conduct of Intercable Group's
business, provided that (1) if on the date hereof the activities
conducted by any BCE Group Entity are subject to any such law, rule or
regulation (based on interpretations in effect on the date hereof)
that has, or would reasonably be expected to have, one or more of the
effects described in clauses (A), (B) or (C), or if after
<PAGE> 92
the date hereof Investor or any of its Affiliates enters into a new
line of business and at such time there is a law, rule or regulation
that has, or would reasonably be expected to have, one or more of the
effects described in clauses (A), (B) or (C), then in each case this
subparagraph (viii) will not apply to actions of the Intercable Group
that would reasonably be expected to have such effects under such law,
rule or regulation, (2) after the Option Termination Date this
subparagraph (viii) will only apply to actions that would reasonably
be expected to require Investor to divest, or otherwise limit its
ability to exercise full rights of ownership over, any shares of
Capital Stock and (3) the Company shall not be in breach of this
clause (viii) in matters relating to Franchise Agreements and material
contracts if it is in compliance with its obligations under Section
5.2 concerning such matters.

(ix) (A) sell substantially all of the assets of the Company, (B)
adopt a plan of liquidation or dissolution of the Company, (C) engage
in a merger, consolidation, share exchange or other business
combination involving the Company (except in connection with an
acquisition for cash that is permitted by subparagraphs (v) and (vi)
of this Section 2.6), (D) engage in a recapitalization, stock split or
similar reconstitution of the Capital Stock or (E) file a petition by
or on behalf of the Company or any Subsidiary, or the taking of
similar action, under any bankruptcy, insolvency, reorganization or
similar law,

(xi) agree to, or enter into, any amendment to a Related Agreement.

(b) For purposes of this Section 2.6, transactions occurring after
the date of the Stock Purchase Agreement will count towards any amounts
described in paragraph (a) above, provided that any transaction approved by
Investor pursuant to the Company's request will not count towards the aggregate
transaction amounts described in subparagraphs (v) and (vi) of such paragraph
(a).

(c) If the Company wishes to take an action described in paragraph
(a) of this Section 2.6, the Company will deliver to Investor a written notice
describing in reasonable detail the action proposed to be taken and expressly
requesting Investor's consent to such action pursuant to this Section 2.6.
Such notice will be accompanied by such additional information as is reasonably
<PAGE> 93
required to enable Investor to evaluate such proposed action. Upon receipt of
such notice, Investor will have ten Business Days to exercise its right not to
consent to such proposed action. If no response is received by the Company
from Investor prior to the expiration of such time period, the proposed action
will be deemed to have been approved by Investor.

(d) The parties hereto acknowledge that the provisions of paragraph
(a) above are not intended to apply to JI Group Entities.

2.7. Termination of Rights. (a) The rights and obligations in
this Article II will terminate as provided in this Section 2.7 and in Section
7.1.

(b) If at any time prior to the Option Termination Date (x)
Investor and the other Bell International Group Entities own in the aggregate
less than 10,000,000 shares of Capital Stock (adjusted for stock splits and
stock dividends declared after the date hereof) and (y) Investor's Ownership
Percentage is less than 15%, then:

(i) Investor's right to designate the Joint Nominees pursuant to
Section 2.2(a)(ii) and two Common Directors pursuant to Section 2.3
will terminate, and after such time Investor will have the right to
designate only one Class A Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in Section 2.6(a) will
terminate except as to the matters described in clauses (iii), (viii)
and (ix) thereof.

(i) Investor's right to designate the Joint Nominees pursuant to
Section 2.2(a)(ii) and one Common Director pursuant to Section 2.3
will terminate, and after such time Investor will have the right to
designate only one Class A Director pursuant to Section 2.2(a)(i) and
one Common Director pursuant to Section 2.3; and

(ii) the consent rights of Investor described in Section 2.6(a) will
terminate except as to the matters described in clause (viii) thereof.

(d) If at any time after the Option Termination Date Investor's
Ownership Percentage is less than 15%, but equal to or greater than 10%, then:
<PAGE> 94
(i) in addition to the termination provisions described in
subparagraph (c)(i) above, Investor's right to designate a second
Common Director pursuant to Section 2.3 will terminate, and after such
time Investor will have the right to designate only one Class A
Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in Section 2.6(a) will
terminate except as to the matters described in clause (viii) thereof.

(e) If Investor does not purchase the Optioned Shares pursuant to
the Option Agreements, then:

(i) until such time as the JI Group Entities own in the aggregate
less than a majority of the outstanding Common Shares, Jones will be
entitled to designate all Common Directors that are not designated by
Investor pursuant to this Article II (and after such time such
directors will be nominated without regard to this Agreement), and

(ii) until such time as Investor's right to designate the Joint
Nominees terminates pursuant to Section 2.7(c), Jones will be entitled
to designate the Joint Nominees pursuant to Section 2.2(a)(ii) (and
after such time such directors will be designated without regard to
this Agreement).

2.8 Tag-Along Right and Third Party Offers. (a) Subject to the
transfer rights of JI Shareholders under Section 4.1(c), after the Option
Termination Date but prior to the eighth anniversary of the date hereof, the JI
Group Entities will not sell (or enter into an agreement or option to sell),
directly or indirectly, in one transaction or a series of related transactions,
a majority of the then outstanding shares of Common Stock (the "Control Block")
to a Person that is not a JI Group Entity (the "Control Purchaser"), unless (i)
the Control Purchaser agrees to be bound by the terms of this Agreement as a JI
Shareholder or (ii) prior to any such sale such Control Purchaser offers to
purchase for cash all (but not less than all) of the shares of Capital Stock,
and other debt or equity securities, issued by the Intercable Group Entities
to, and then held by, the Bell International Group Entities (the "Owned
Securities") at the Buy-Out Price pursuant to the procedures of this Section
2.8.

(b) After the eighth anniversary of the date hereof, if the JI
Group Entities sell, directly or indirectly, in one transaction or a series of
related transactions, the Control Block to a Control Purchaser, prior to any
such sale such Control Purchaser may, but is not required to, offer to purchase
for cash all (but not less than all) of the Owned Securities at the Buy-Out
Price.
<PAGE> 95
(c) A Control Purchaser that offers to purchase the Owned
Securities for the Buy-Out Price pursuant to this Section 2.8 will deliver a
written offer notice to Investor. After the delivery of such notice, the
Control Purchaser and Investor will attempt to negotiate a Buy-Out Price that
is mutually satisfactory. If in connection with the purchase of the Control
Block the Control Purchaser (or an Intercable Group Entity) is also offering to
purchase from the public any class of Owned Securities, the Buy-Out Price for
such Owned Securities will be such offer price.

(d) If the Control Purchaser and Investor are unable to agree on a
mutually satisfactory Buy-Out Price, the Control Purchaser and the relevant JI
Group Entity will make a public announcement that the Control Purchaser is
negotiating to purchase the Control Block. In such event, the Buy-Out Price
for each class of Owned Securities will be equal to the Market Value of such
class of Owned Securities, calculated pursuant to Section 3.8(h) and (i) and
assuming that the Trigger Date is the tenth trading day immediately after the
day of such public announcement.

(e) After the Market Value of each class of Owned Securities has
been determined, if the Control Purchaser wishes to proceed with the proposed
transaction to purchase the Control Block and the Owned Securities, it will (or
after the eight anniversary of the Closing Date, it may), by written notice to
Investor, irrevocably offer to purchase all of the Owned Securities at the
Buy-Out Price. If Investor fails to deliver a written acceptance notice within
10 Business Days after receipt of such written offer from the Control
Purchaser, Investor will be deemed to have declined an offer from a Control
Purchaser, including for purposes of determining whether an Event Date has
occurred.

(f) The purchase and sale of the Owned Securities will take place
simultaneously with the purchase of the Control Block. The purchase price for
the Owned Securities purchased pursuant to this Section 2.8 will be paid by
wire transfer in immediately available funds to a bank account designated by
the relevant Bell International Group Entity not less than three Business Days
prior to closing.

(g) At any closing hereunder, the relevant Bell International Group
Entity will deliver to the Control Purchaser good and valid title to the Owned
Securities, free and clear of any Lien.
<PAGE> 96
ARTICLE III

COVENANTS

3.1. Investment Commitment. (a) Investor will purchase for cash
30% of any Class A Shares sold by the Company to unaffiliated third parties
after the date hereof, at a price per share equal to the price per share
received by the Company from such third parties in connection with any such
sales (net of selling commissions and underwriter's discounts), provided that
the obligation of Investor under this Section 3.1 will terminate at such time
(the "Commitment Termination Time") as the aggregate purchase price of all
equity securities, and securities that are convertible or exchangeable into
equity securities (including any Convertible Debentures), purchased by the Bell
International Group Entities from the Company or any Intercable Group Entity
prior to, on or after the date hereof (including any New Securities purchased
pursuant to this Section 3.1) equals $400,000,000. The parties hereto
acknowledge that after taking into account the purchase of 2,500,000 Class A
Shares on March 25, 1994 pursuant to the Investment Agreement dated as of such
date between the Company and Investor, and 7,500,000 Class A Shares on the date
hereof pursuant to the Stock Purchase Agreement, the Bell International Group
Entities have purchased from the Company Class A shares having an aggregate
purchase price of ($261,250,000), and that Investors's remaining investment
commitment is ($138,750,000).

(b) In the event the Company proposes to offer and sell any Class A
Shares prior to the termination of the purchase commitment described in
paragraph (a), it will give Investor not less than ten Business Days' written
notice of its intention, describing the material terms of the proposed sale,
including the manner of sale and a range of proposed prices and numbers of
Class A Shares to be sold to unaffiliated third parties and to Investor. The
Company will deliver to Investor copies of all prospectuses and other related
offering and closing documents prepared by the Company and its advisors in
connection with the proposed sale and will keep Investor informed as to
material developments during the offering process. The closing for the
purchase and sale of any Class A Shares purchased by Investor pursuant to this
Section 3.1 will take place on the later to occur of (i) the date on which such
third parties purchase Class A Shares, (ii) the date on which the Purchase
Conditions have been satisfied, or waived by Investor in its sole discretion
(provided that if Investor has not purchased the Class A Shares 40 days after
the third party closing, the Company may sell such shares to a third party) or
(iii) such other time as Investor and the Company agree. Except as otherwise
contemplated by this Agreement, any Class A Shares purchased by Investor under
this Section 3.1 will be purchased pursuant to the same terms and conditions as
the unaffiliated third parties.
<PAGE> 97
(c) At Investor's request, Investor may purchase for $50,000,000 in
cash a Convertible Debenture, provided that the Company may postpone such
purchase until such time as it wishes to sell any New Securities. For purposes
of this Section 3.1, "Convertible Debenture" means a convertible unsecured
subordinated debenture of the Company having terms and conditions that would be
obtained from the Company by an unaffiliated institutional investor at the time
of such purchase pursuant to a public offering (such terms and conditions to be
mutually agreed by the parties), provided that (i) such debenture will convert
automatically into Class A Shares two years after the date of issuance, unless
earlier converted at the option of the holder and (ii) the indenture relating
to such debenture will contain the consent rights set forth in Section 2.6 and
the termination provisions set forth in Sections 2.7 and 7.1.

3.2. Consultation on Business Strategies. (a) The Company will
regularly advise and consult with Investor as to the business of the Company
and its Subsidiaries, which consultation will include the review of (i)
strategic, operating and financial plans, including plans for acquisitions and
sales of cable television systems (both as they relate to owned and managed
systems), (ii) equity, debt, joint venture and other financing strategies,
(iii) business plans for operations, marketing and technology deployment and
(iv) personnel, compensation and related decisions.

(b) Each year, management of the Company will present to the Board
for approval a business plan that includes the elements described in paragraph
(a) of this Section 3.2.

3.3. Obligation to Refer Business Opportunities. (a) Subject to
the provisions of this Section 3.3, each of Investor, Jones and International
will refer, and will cause each of their Subsidiaries to refer, to the Company
business opportunities in the following lines of business:

(i) any business that is primarily engaged in a Core Business in
the United States of America at such time,

(ii) any business that is primarily engaged in wireline local
communications services (including exchange, access and value-added
services, such as call waiting, call forwarding and similar services)
in geographic markets in the United States where the Company does not
own or operate a cable television or wireline local communications
business at such time, and has a fair market value less than the then
market capitalization (equity and long-term debt) of the Company at
such time, and
<PAGE> 98
(iii) such other businesses as may be agreed in writing by
Investor and Jones from time to time. The parties hereto acknowledge
that the foregoing businesses do not include (x) inter-active or
multi-media services, or programming networks or (y) competitive
access provider services similar to those provided by Jones Lightwave,
Ltd. and its Subsidiaries.

(b) Investor, Jones and International will not, and will cause each
of their Subsidiaries not to, purchase, finance or otherwise participate in the
acquisition of a business described in paragraph (a) of this Section 3.3 (an
"Opportunity") without first complying with the following procedures:

(i) The Person referring the Opportunity (an "Offering Party") will
notify the Company of the Opportunity, and deliver to the Company a
report setting forth in reasonable detail the material terms and
conditions of such Opportunity.

(ii) The Company will then promptly convene a special meeting of
the Board to consider whether the proposed Opportunity is in the best
interests of the Company.

(iii) If the Board determines that the Company should pursue the
Opportunity, the Company will so notify the Offering Party (and each
of Jones and Investor), and thereafter none of the Offering Party, any
Bell International Group Entity (or a Subsidiary thereof) nor any JI
Group Entity will pursue, or participate in, such Opportunity,
provided that the Offering Party will be free to pursue, or
participate in, such Opportunity if (A) the Company is unable to raise
financing in respect of such Opportunity (unless the Offering Party is
a Bell International Group Entity (or a Subsidiary thereof) and
Investor exercised its consent rights under Section 2.6 in respect of
any such proposed financing, in which case the Offering Party may not
pursue or participate in such Opportunity), (B) the Company is unable
to pursue or participate in such Opportunity because a law, rule or
regulation of a Governmental Authority prevents (or materially
restricts) the participation by the Intercable Group in such
Opportunity or (C) the Company otherwise subsequently elects not to
pursue, or participate in, such Opportunity. Nothing in this
subparagraph (iii) will affect the consent rights of Investor in
Section 2.6.
<PAGE> 99
(iv) If the Board fails to approve the pursuit by the Company of an
Opportunity or the Company otherwise elects not to pursue such
Opportunity, the Offering Party will be free to pursue such
Opportunity without any further obligation to the Company, provided
that the Offering Party may not pursue, or participate in, any such
Opportunity if (A) the Offering Party is a Bell International Group
Entity (or a Subsidiary thereof) and Investor exercised its consent
rights under Section 2.6 in respect of such Opportunity or (B) the
Offering Party is a JI Group Entity and a majority of the Jones
Nominees that are not Independent Directors voted against the pursuit
by the Company of such Opportunity.

(c) Each Shareholder agrees to keep confidential (as provided in
Section 3.10) any Opportunities that it receives notice of pursuant to this
Section 3.3. If an Offering Party is permitted to pursue an Opportunity
pursuant to this Section 3.3, Shareholders that are not Affiliates of such
Offering Party, and Subsidiaries of such Shareholders, will not be permitted to
pursue, or participate in, such Opportunity unless they lawfully acquire
knowledge of such Opportunity from sources other than the Offering Party or an
Affiliate of such Offering Party. In the event an Opportunity is offered by a
Bell International Group Entity (or a Subsidiary thereof), and Investor elects
to exercise its consent rights under Section 2.6 in respect of such
Opportunity, the JI Group Entities will be free to pursue such Opportunity.

(d) The Company will use reasonable efforts to keep Investor and
Jones informed as to the geographic markets served by the cable television and
wireline local communications businesses owned or operated by the Intercable
Group Entities.

(e) The provisions of this Section 3.3 will terminate on the Option
Termination Date.

3.4. Supplier Arrangements. The Company will give Investor,
International and their respective Affiliates the first opportunity to supply
services, compatible network equipment and systems to the Company on
competitive terms and conditions which will, at the Company's discretion, be
made pursuant to competitive bidding or other processes. Nothing herein will
adversely affect the Company's ability to obtain services, equipment and
systems on open and competitive terms.

3.5. Programming Services. Notwithstanding any other provision in
this Agreement to the contrary: (a) The JI Group Entities shall have the
right to distribute, on a full-time (or, if requested from time to time by
Jones or International, part-time, to be extended or restored, as applicable,
to full-time upon his or its request), daily basis, programming packaged (as
opposed to brokered) by, created by or created primarily for a JI Group Entity
("Jones Programming") on such number of channels (not to exceed six
<PAGE> 100
at any one time) on the Systems as Jones or International may designate from
time to time (with the Mind Extension University programming to be carried on a
VHF channel (i.e., channel 2 through 12)). The Bell International Group
Entities shall have the right to distribute, on a full-time (or, if requested
from time to time by Investor, part-time to be extended or restored, as
applicable to full time upon Investor's request), daily basis, programming
packaged (as opposed to brokered) by, created by or created primarily for a
Bell International Group Entity ("Investor Programming") on such number of
channels (not to exceed two at any one time) on the Systems as Investor may
designate from time to time.

(b) Prior to exercising its distribution right with respect to any
programming under this Section 3.5, the relevant JI Group Entity or Bell
International Group Entity (each a "Programmer") will present to the Board a
reasonably detailed business plan that, among other things, describes (i) the
general content of such programming, (ii) the marketing strategy for such
programming, including service level (such as basic, tier or a la carte) and
(iii) pricing for such service levels. The Jones Programming and the Investor
Programming shall be carried and priced by the Intercable Group Entities on
such level or levels of services as such programming is intended to be carried
under the business plan for such programming.

(i) the Intercable Group Entities shall not be required to delete
from any System any programming acquired from any third-party
programmer prior to the expiration of the term of the program carriage
agreement with such third-party programmer in order to carry any
Investor Programming or Jones Programming,

(ii) in the event there is insufficient channel capacity to carry
Jones Programming or Investor Programming, carriage of such Jones
Programming or Investor Programming on a System shall be given
priority over any third party programming not then carried by such
System and over any third party programming then carried by the System
at such time as the initial or then current renewal term, as
applicable, is scheduled to expire, provided that (x) such priority
shall not apply to off-air programming carried by the four major
broadcast networks or mandated by law, or the 20 most widely viewed
third party programs as then carried by the System at the time as
reported by (NAME OF APPLICABLE TRADE PUBLICATION), and (y) in
addition to the foregoing requirements, the Company shall use its
reasonable best efforts to add Jones Programming and Investor
Programming to the Systems whenever opportunities to do so arise,
<PAGE> 101
(iii) in the event there is insufficient channel capacity to carry
both the Jones Programming and Investor Programming, Jones Programming
will be given priority over carriage of Investor Programming,

(iv) Jones, International and Investor, as the case may be, shall
give the Company at least four months' prior notice of any proposed
commencement or termination of use of any channel and

(v) the Bell International Group Entities shall have no rights under
this Section 3.5 to distribute programming that has substantially
similar content as any Jones Programming.

(d) During the Validation Period (as defined herein), the license
fee payable by the Intercable Group Entities for any unit of Jones Programming
(excluding Mind Extension University, Health Care Network, Jones Computer
Network and Product Information Network) or Investor Programming ("New
Programming") shall be such license fee as the Programmer establishes in good
faith based on its reasonable estimate of the market value of such New
Programming. A Programmer shall notify the Company and the Independent
Directors in writing promptly following the end of the Validation Period
whether the Programmer has entered into an agreement providing for (a) the
distribution of such New Programming by a cable television operator or other
distributor of video programming (a "Distributor") having at least 400,000
subscribers ("Validating Distributor") and (b) the payment of a license fee by
such Validating Distributor at a rate equal to or greater than the license fee
payable by the Intercable Group Entities ("Validating Programming Agreement").
If no Validating Programming Agreement has been entered into during the
Validation Period, the Company or any Independent Director may, by written
notice given within sixty (60) days after receipt by the Company and the
Independent Directors of the above-referenced notification, require that such
Programmer reduce the license fee payable by the Intercable Group Entities for
such New Programming to the greater of (i) a license agreement approved by the
Independent Directors, (ii) the average license fee charged by the applicable
Programmer to all Distributors for such New Programming and (iii) the Agreed
Rate in effect at such time. For purposes of this Section 3.5, "Agreed Rate"
means, at any time, the rate set forth in the Affiliate Agreement between Mind
Extension University, Inc. and the Company dated December 28, 1993, as amended
as of June 1, 1994. Thereafter, the license fee payable by the Intercable
Group Entities for such New Programming shall be subject to such adjustments as
are similar to adjustments in the license fee permitted by the Validating
Programming Agreement or, if there is no such agreement in effect, by the
programming agreement pursuant to which such New Programming is carried by the
largest Distributor
<PAGE> 102
serving fewer than 400,000 subscribers. A Programmer may elect at any time to
terminate carriage of such unit of New Programming upon not less than ninety
days prior written notice to the Company if it does enter into a Validating
Programming Agreement during the Validation Period. "Validation Period" shall
mean, as to any New Programming, the fifteen (15) month period commencing with
the first month with respect to which a license fee is payable by an Intercable
Group Entity for the right to distribute such New Programming.

(e) The Intercable Group Entities shall carry Jones Programming and
Investor Programming on the Systems for a period of 15 years after the date
hereof (or the expiration date of the applicable programming agreement with the
Company) in accordance with this Section 3.5, provided that if Investor does
not purchase the Optioned Shares pursuant to the Option Agreements, the rights
of the Bell International Group Entities will terminate on the Option
Termination Date.

(f) No JI Group Entity nor any Bell International Group Entity may
sell or assign (other than to an Affiliate) its unused right of distribution to
the Systems pursuant to this Section 3.5, provided that in the event any
Programming is being distributed pursuant to this Section 3.5, such Programming
will continue to have the distribution rights provided herein if the relevant
JI Group Entity sells or assigns (i) any network or networks carried on a
System or any such Programming or (ii) any entity directly or indirectly owning
or controlling such network(s) or Programming. In the event of any such sale
or assignment by a JI Group Entity or a Bell International Group Entity, the
continuing distribution rights of such Programming will count towards the
number of channels permitted to be designated by such JI Group Entity or Bell
International Group Entity pursuant to paragraph (a) above.

(g) Each of Investor and International shall use reasonable best
efforts to cause its designees to the Board, subject to their fiduciary duties
under applicable law as advised by counsel, to approve the carriage by the
Intercable Group Entities of the other party's Programming in accordance with
this Section 3.5.

3.6. Transactions with Affiliates. (a) Investor acknowledges that
prior to the date hereof certain services have been provided by the Intercable
Group Entities to the JI Group Entities and by the JI Group Entities to the
Intercable Group Entities. Investor agrees that the services described in the
Affiliate Agreements or the Current SEC Filings (as defined in the Stock
Purchase Agreement) may continue to be provided for a period of eight years
following the date hereof, on terms and conditions consistent with those
described in such Current SEC Filings or as set forth in the Related
Agreements.
<PAGE> 103
(b) Except for transactions described in Section 3.5 or paragraph
(a) of this Section 3.6, or undertaken pursuant to the terms of the Related
Agreements or the Affiliate Agreements, each Shareholder agrees that neither it
nor any of its Affiliates will engage in any transaction, or enter into, amend
in any material respect or renew any agreement, with an Intercable Group Entity
unless the material terms of such transaction are fully and fairly disclosed to
the Board, and approved by a majority of the Unrelated Directors.

(i) in the case of a transaction or agreement between an
Intercable Group Entity and a JI Group Entity, the three Investor
Nominees and the three Joint Nominees,

(ii) in the case of a transaction or agreement between a BCE
Group Entity and an Intercable Group Entity, the directors that are
not Investor Nominees, and

(iii) in the case of a transaction or agreement among an
Intercable Group Entity, a JI Group Entity and a BCE Group Entity,
the directors that are Independent Directors.

3.7. Information. (a) The Company will permit Investor (or a
representative of Investor) to visit and inspect any of the properties of any
Intercable Group Entity, including the books of account and other records of
such Intercable Group Entity (and make copies thereof and take extracts
therefrom), and to discuss its affairs, finances and accounts with the relevant
officers and, after notice to the Company, its independent public accountants
and counsel, all at such reasonable times and as often as Investor may
reasonably request.

(b) As soon as available and in any event within 45 days after the
close of each quarterly accounting period ending after the date hereof, the
Company will deliver to Investor the consolidated balance sheet of the Company
as of the end of such quarterly period, and the related consolidated statements
of income, shareholders' equity and cash flows for such quarterly period and
for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, and in each case setting forth comparative figures for the
related periods in the prior fiscal year, all of which shall be certified by
the Chief Financial Officer of the Company to have been prepared in accordance
with generally accepted accounting principles (subject to normal year-end audit
adjustments).
<PAGE> 104
(c) As soon as available and in any event within 90 days after the
close of each fiscal year of the Company, the Company will deliver to Investor
the consolidated balance sheet of the Company as of the end of such fiscal year
and the related consolidated statements of income, shareholders' equity and
cash flows for such fiscal year, in each case setting forth comparative figures
for the preceding fiscal year, and certified by Arthur Andersen & Co., or other
independent certified public accountants of recognized national standing to
have been prepared in accordance with generally accepted accounting principles
in the United States.

(d) The Company will provide Investor with such assistance as
Investor reasonably requests from officers, employees and auditors of the
Company to enable Investor to account for its investment in the Company in its
financial statements, including assistance in the calculation and presentation
of any adjustments required to reflect generally accepted accounting principles
in Canada.

(e) The Company will furnish to Investor copies of (i) all reports,
registration statements, proxy statements or other filings made by an
Intercable Group Entity with the SEC, promptly after any such filing and (ii)
all reports, notices or other written communications (other than routine
correspondence and responses to routine inquiries) sent to holders of equity or
debt securities of, or lenders to, the Company, promptly after any such
communications are sent.

3.8. Preemptive Rights. (a) The Company hereby grants to Investor
the preemptive right to purchase Investor's Ownership Percentage of any New
Securities which the Company may propose to sell or otherwise issue from time
to time (other than Class A Shares issued pursuant to any Convertible Debt or
Convertible Debentures). The procedures described in this Section 3.8 do not
apply to purchases of Class A Shares by Investor pursuant to Section 3.1.
Investor may exercise its preemptive right with respect to any or all of the
New Securities offered to Investor pursuant to this Section 3.8.

(b) In the event the Company proposes to sell or otherwise issue
any New Securities it shall give Investor not less than 30 days' prior written
notice (a "Rights Notice") of its intention, describing the material terms of
the proposed sale, including the type of New Securities proposed to be issued,
the manner of sale and a range of proposed prices and number of shares
(including over-allotments) or other securities to be sold or issued. If the
New Securities are traded, or proposed to be traded, on a national securities
exchange, the high and low end of such range will be no greater than 110%, or
lower than 90%, of the midpoint. Investor shall have 20 days (10 days in the
case of New Securities to be offered by the Company pursuant to a shelf
registration statement) from the date of receipt of a Rights Notice to agree to
purchase up
<PAGE> 105
to Investor's Ownership Percentage of such New Securities, by delivery of
written notice to the Company. If the Company determines that the price or
number of New Securities to be sold or issued is not within the range specified
in the Rights Notice, or that there have been other material changes to the
transaction described in the Rights Notice, the Company will promptly deliver
an amended Rights Notice to Investor, setting forth the revised ranges for the
price and number of securities to be offered, or any other revised material
terms. Investor will have 10 Business Days after receipt of any such amended
Rights Notice to agree to purchase up to its Investor's Ownership Percentage of
such New Securities, upon the revised terms and conditions set forth in the
amended Rights Notice, by delivery of a written notice to the Company.

(c) In the case of any New Securities sold for cash, the price for
any New Securities purchased by Investor pursuant to this Section 3.8 will be
the proceeds received by the Company in connection with such sale, net of
selling commissions and underwriters discounts. In the case of any issuance of
New Securities for consideration other than cash, including issuances in
connection with an acquisition of a business (a "Special Issue"), the price at
which Investor shall purchase such New Securities shall be the Market Value of
such New Securities, calculated as described in paragraph (h) below where the
applicable "Trigger Date" is the tenth trading day immediately after the public
announcement of the agreement giving rise to the Special Issue (or if there is
no public announcement the date the transaction agreement is executed and
delivered). In the case of a Special Issue, Investor shall have five Business
Days after the determination of the Market Value to determine whether or not to
purchase Investor's Ownership Percentage of such New Securities.

(d) Except as otherwise contemplated by this Agreement, any New
Securities purchased by Investor under this Section 3.8 will be purchased
pursuant to the same terms and conditions as such New Securities are issued to
third parties, provided that so long as Investor is using its reasonable
efforts to consummate the closing promptly, Investor may postpone such closing
until such time as the Purchase Conditions have been satisfied or waived by
Investor, provided further that if such Purchase Conditions have not been
satisfied or waived within 90 days after the third party closing, Investor's
rights to purchase such New Securities hereunder will terminate and the Company
will be free to sell such New Securities without regard to Investor's rights
under this Section 3.8.
<PAGE> 106
(e) In the event Investor fails to exercise its preemptive right in
accordance with the terms of this Section 3.8, the Company shall have 120 days
after the latest of (i) 20 days after delivery of a Rights Notice, (ii) 10
Business Days after delivery of an amended Rights Notice, (iii) if applicable,
the expiration of the five Business Day period described in paragraph (c)
above, or (iv), if applicable, 20 days after the expiration of the 90 day
period referred to in Section 3.8(d), to sell, or enter into an agreement to
sell (containing customary conditions), the New Securities proposed to be sold
in the Rights Notice (or the amended Rights Notice), at a price and upon
general terms no more favorable to the purchasers thereof than specified in
such notice. In the event the Company has not sold, or entered into such an
agreement to sell, such New Securities prior to or within said 120-day period,
the Company shall not thereafter issue or sell any such New Securities without
first offering such securities to Investor in the manner provided above.

(f) In the case of Employee Options granted by the Company,
Investor's preemptive rights will be exercisable following each calendar year.
Promptly after December 31 of each calendar year, the Company will deliver to
Investor a list of the Employee Options granted during such calendar year. For
a period of 30 days after receipt of such list, Investor will have the right to
purchase from the Company a number of Class A Shares equal to the product of
(i) the highest level of Investor's Ownership Percentage during the calendar
year in question and (ii) the aggregate number of Class A Shares into which
such Employee Options are exercisable. The purchase price for such purchases
of Class A Shares will be the Market Value of the Class A Shares, calculated as
described in paragraph (h) below where the applicable "Trigger Date" is
December 31 of the calendar year in question.

(g) All sales pursuant to this Section 3.8 shall be made pursuant
to arrangements reasonably determined by the Company in order to ensure
compliance with the Securities Act.

(h) For purposes of this Agreement, "Market Value" of a share of
any security means the average of the daily closing prices on the NASDAQ
National Market System (or other principal exchange on which shares of such
security is listed or approved for trading) for the shares of such security for
the 20 consecutive trading days immediately prior to the applicable Trigger
Date. The daily closing price for each such trading day shall be the closing
price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of such New Security is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account ex-dividend
trading.
<PAGE> 107
(i) In the event that a New Security is not traded on a national
securities exchange, promptly after delivery of a Rights Notice
Investor and the Company shall in good faith negotiate the Market
Value of such New Security. If they are unable to reach agreement
within 10 Business Days, each of Investor and the Company shall
promptly select a nationally recognized independent investment banking
firm to determine the Market Value of such New Security. If 20
Business Days after their selection such firms cannot agree as to such
Market Value, within 10 Business Days they shall mutually select a
third nationally recognized independent investment banking firm which
shall be engaged to make such determination, which Market Value shall
be within the range of values suggested by the two investment banking
firms. Such third investment banking firm shall make such
determination by written notice to Grantor and Purchaser within 20
Business Days of its engagement and its judgment as to all matters
relating to its determination shall be binding upon the parties
hereto. Each party will pay the fees and expenses of the initial
investment banking firm hired by such party. The fees and out-of-
pocket expenses of the third investment banking firm shall be paid
equally by the Company and Investor.

(j) For purposes of this Agreement, "Purchase Conditions" means:

(i) The waiting period (including any extension thereof resulting
from additional inquiries, if any) under the HSR Act applicable to the
purchase by Investor of the subject securities shall have expired or
been earlier terminated.

(ii) All other actions by, in respect of or filings with any
Governmental Authority required to permit the consummation of the
closing shall have been taken or obtained, as the case may be, and
shall be in full force and effect.

(v) The Intercable Group Entities shall have received all material
third party consents, if any, required to be obtained in connection
with the closing, in each case in form and substance reasonably
satisfactory to Investor.

3.9. Registration Rights. The Company grants to Investor and each
other BCE Group Entity that has agreed to be bound by the terms of this
Agreement the registration rights set forth in Exhibit A. If Investor
exercises the Control Option, the Company will grant to the JI Group
Shareholders registration rights on the same terms and conditions as the rights
set forth in Exhibit A.

3.10. Confidentiality. Each party to this Agreement will hold in
confidence and not use, and will use its reasonable efforts to cause its
respective Affiliates, shareholders, officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold in confidence
and not use, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all documents and information received from
the other parties to this Agreement (and Affiliates of such other parties) in
connection with any information exchange contemplated by this Agreement, except
to the extent that such information can be shown to have been (i) previously
known by such party on a nonconfidential basis, (ii) in the public domain
through no fault of such party or (iii) later lawfully acquired by such party
on a non-confidential basis from sources other than another party to this
Agreement (or an Affiliate of such other party). The obligation of each party
to hold any such information in confidence shall be satisfied if they exercise
the same care with respect to such information as they would take to preserve
the confidentiality of their own similar information.

3.11. Certain Brokerage Fees. The parties hereto acknowledge that
any brokerage or similar fees payable pursuant to the partnership agreements of
the Cable Partnerships will be paid to an Intercable Group Entity. The
provisions of this Section 3.11 will terminate on the Option Termination Date
if Investor does not exercise the Control Option.
<PAGE> 109
3.12. Purchases of Additional Shares of Capital Stock. (a) After
the Closing, the Bell International Group Entities and the JI Group Entities
shall be entitled to purchase additional shares of Capital Stock in the open
market or otherwise, and the Company will not interfere with or otherwise take
action to restrict such purchases, provided that in the event any BCE Group
Entity proposes to take an action that would increase Investor's Ownership
Percentage above 79%, Investor will conduct (or cause another BCE Group Entity
to conduct) (i) a Qualifying Tender Offer or (ii) a Qualifying Merger to
implement such increase.

(b) Prior to or on the tenth anniversary of the Option Termination
Date, "Qualifying Tender Offer" means a tender offer that has the following
elements: (i) the offer is for all of the outstanding shares of Capital Stock
not owned by a BCE Group Entity, (ii) the offer is for cash, (iii) the offeror
has received a written opinion from a nationally recognized investment bank
that such price is fair to the holders of Capital Stock from a financial point
of view, (iv) the offer has a minimum condition that 51% of the outstanding
shares of Capital Stock not owned by a BCE Group Entity shall have been validly
tendered and (v) the offer will provide that it will be extended for ten
Business Days after the offeror has publicly announced that such minimum
condition has been satisfied. After the tenth anniversary of the Option
Termination Date, "Qualifying Tender Offer" means a tender offer for all of the
outstanding shares of Capital Stock not owned by a BCE Group Entity.

(c) Prior to the time that Investor or its Affiliates have
purchased shares of Capital Stock pursuant to a Qualifying Tender Offer,
"Qualifying Merger" means a merger or similar transaction that has been
approved by (i) a majority of the members of a special committee consisting of
all the Independent Directors (which special committee may hire outside
advisors if it so chooses) and (ii) the holders of a majority of the shares of
Capital Stock not beneficially owned by a BCE Group Entity. After Investor or
any of its Affiliates have purchased shares of Capital Stock pursuant to a
Qualifying Tender Offer, "Qualifying Merger" means a merger or similar
transaction.

(d) The parties hereto acknowledge that in the event the JI Group
Entities elect not to purchase the Control Option pursuant to Section 7.2(b) of
the Option Agreements, the Company will be given the opportunity to make such
purchase on the same terms and conditions as the JI Group Entities under such
Section 7.2(b).

3.13 Termination of Article III. (a) The provisions set forth in
Section 3.1, 3.3, 3.5, 3.9, 3.11, 3.12 will terminate as provided therein.
<PAGE> 110
(b) The provisions of Sections 3.2, 3.4, 3.6, 3.7 and 3.8 will
terminate on the Event Date.

ARTICLE IV

TRANSFER RESTRICTIONS AND OFFER PROCEDURES

4.1. Transfer Restrictions. (a) No Bell International Shareholder
and no JI Group Shareholder will Transfer any shares of Capital Stock or New
Securities to an Affiliate of such transferor unless such Affiliate has agreed
to be bound by the terms of this Agreement as a Shareholder and has delivered
an executed counterpart of this Agreement to the Company, Jones and Investor,
provided that after the Option Termination Date this Section 4.1 will apply
only to Transfers of shares of Common Stock.

(b) During the Option Period, without the consent of Investor each
of Jones and International will not, and will cause each other JI Group Entity
not to, sell any Class A Shares or Common Shares that are not Optioned Shares
except (i) to other JI Group Entities pursuant to paragraph (a) above, (ii) to
Jones Family Members that have agreed to be bound by the terms of this
Agreement as a JI Shareholder, (iii) pursuant to pledges to financial
institutions to secure bona fide borrowings by such JI Group Entity (provided
that any foreclosure transferee's interest in such shares will be subject to
the provisions of this Agreement), (iv) to BCE Group Entities or (v) pursuant
to the procedures set forth in Section 4.2. Nothing in this paragraph (b) will
be construed as restricting a JI Group Entity from making gifts to charitable
institutions, family members or other Persons.

(c) If Investor does not purchase the Control Option pursuant to
the Option Agreements, between the Option Termination Date and an Event Date no
JI Group Shareholder will Transfer any shares of Common Stock to a Person that
is not a JI Group Entity or a BCE Group Entity unless (i) such Transfer is
pursuant to an underwritten public offering or Rule 144 promulgated under the
Securities Act, (ii) such transferee has agreed to be bound by the terms of
this Agreement as if such transferee was a JI Shareholder and has delivered an
executed counterpart of this Agreement to the Company and Investor or (iii)
such Transfer is pursuant to a pledge to a financial institution to secure bona
fide borrowings by such Person (provided that any foreclosure transferee's
interest in such shares of Common Stock will be subject to the provisions of
this Agreement). In addition to the foregoing, during such period of time the
JI Group Entities may Transfer up to an aggregate of 200,000 Common Shares to
charitable institutions and pursuant to gifts; to the extent any such Transfers
exceed 50,000 individually or 200,000 in the aggregate, such Transfers may only
be made if the charitable institution or donee agrees to be bound by the terms
of this Agreement as a JI Shareholder.
<PAGE> 111
(d) Any attempt by a JI Group Entity or a Bell International Group
Entity to effect a Transfer of shares of Capital Stock (including the Optioned
Shares) not in compliance with the terms of this Agreement and the Option
Agreements shall be null and void and neither the Company nor any transfer
agent shall give any effect in the Company's stock records to such attempted
Transfer.

4.2. Sales of Class A Shares by Jones. (a) During the Option
Period, the JI Group Entities may sell up to an aggregate of 15,000 Class A
Shares in any single calendar month without any obligation to offer such shares
to Investor.

(b) During the Option Period, if any JI Group Entity wishes to sell
(x) a number of Class A Shares that, when added to the sales of all JI Group
Entities during such calendar month, exceeds 15,000 or (y) any Common Shares
that are not Optioned Shares, such sale shall be made pursuant to the following
procedures:

(i) The relevant JI Group Entity (the "Offeror") shall deliver to
Investor an irrevocable written notice in the form attached hereto as
Exhibit B (the "Sale Offer Notice") specifying the number of Class A
Shares or Common Shares offered for sale by such Offeror (the "Offered
Shares") and the average of the closing "bid" and "asked" prices for
Class A Shares or Common Shares, as the case may be, as reported by
the NASDAQ for the Business Day immediately preceding the Business Day
on which the Sale Offer Notice is delivered (the "Offer Price").
During the Offer Period (as defined below), Investor will have the
right to purchase (at its election) 100% or 50% of the Offered Shares
at a price per share equal to the Offer Price by delivery to the
Offeror of a written notice in the form attached hereto as Exhibit C
(the "Purchase Notice"). For purposes of this Section 4.2, the "Offer
Period" means the period beginning at the time Investor receives the
Sale Offer Notice and ending 24 hours after such time, provided that
the Offer Period will end five Business Days after such time if the
sum of (x) the aggregate proposed purchase price of the Offered Shares
and (y) any other amounts paid by Investor to any JI Group Entity
pursuant to this Section 4.2 during the 30 days immediately preceding
delivery of the Sale Offer Notice, exceeds $10,000,000.

(ii) If Investor fails to deliver a Purchase Notice to the Offeror
on or prior to the expiration of the Offer Period, the Offeror will
have the right, for a period of 30 calendar days after receipt of the
Sale Offer Notice, to sell the Offered Shares in the open market or to
any Person that is not primarily engaged in the cable television or
telecommunications business in the United States, Canada or Mexico.
<PAGE> 112
(iii) If Investor timely delivers a Purchase Notice to the Offeror,
(x) the closing for the purchase and sale of the Offered Shares
covered by such Purchase Notice will take place five Business Days
after the delivery of such Purchase Notice pursuant to the procedures
set forth in Section 4.4, provided that Investor will have 30 days to
close such purchase in cases where the Offer Period is five Business
Days, (y) the Offeror will have the right to sell any remaining
Offered Shares (A) to any person that is not primarily engaged in the
cable television or telecommunications business in the United States,
Canada or Mexico or (B) in the open market and (z) Investor will
purchase in the open market a number of Class A Shares equal to the
number of Offered Shares purchased pursuant to such Purchase Notice,
at a price per share not to exceed the Offer Price to the extent such
Class A Shares are available for purchase at such price during the 60
calendar days after the delivery by Investor of a Purchase Notice.

(c) Notwithstanding the foregoing, without Investor's prior written
consent during the Option Period the JI Group Entities may not sell more than
900,000 Class A Shares in the aggregate during any period of twelve consecutive
calendar months, calculated on a cumulative basis and adjusted for prior sales
of Class A Shares by the JI Group Entities. If the JI Group Entities wish to
sell more than an aggregate of 900,000 Class A Shares in any such twelve month
period for tax, estate planning or other unanticipated bona fide liquidity
needs, the JI Group Entities will have the right to sell such Class A Shares;
Jones and such JI Group Entity will consult with Investor and the Company as to
the proposed plan of distribution and such JI Group Entity shall use its
reasonable best efforts to develop a plan of orderly disposition of such Class
A Shares. Such plan shall take into account any projected offerings by the
Company of Capital Stock during the next 12 month period.

4.3. Purchases of Class A Shares by Bell International Group
Entities. During the Option Period, the Bell International Group Entities may
purchase up to an aggregate of 15,000 Class A Shares in any single calendar
month without any obligation to offer to purchase such Class A Shares from any
other Shareholder. During the Option Period, if any Bell International Group
Entity wishes to purchase a number of Class A Shares that, when added to the
purchases of all Bell International Group Entities during such calendar month,
exceeds 15,000, Investor or the relevant Bell International Group Entity (the
"Purchaser") will first offer to purchase of such Class A Shares from Jones (or
any JI Group Entity designated by Jones) pursuant to the following procedures:
<PAGE> 113
(i) Purchaser shall deliver to Jones an irrevocable written notice
in the form attached hereto as Exhibit D (the "Purchase Offer Notice")
specifying the number (the "Purchase Number") of Class A Shares that
Purchaser is offering to purchase, and the average of the closing
"bid" and "asked" prices for Class A Shares as reported by NASDAQ for
the Business Day immediately preceding the Business Day on which the
Purchase Offer Notice is delivered (the "Proposed Price"). For a
period of 48 hours after receipt of a Purchase Offer Notice, Jones
(and any JI Group Entity designated by Jones) will have the right to
sell to Purchaser an aggregate number of Class A Shares equal to (but
not less than) the Purchase Number, at a price per share equal to the
Proposed Price, by delivery to Investor of a written notice in the
form attached hereto as Exhibit E (the "Sale Notice").

(ii) If Jones (or his designee) fails to deliver a Sale Notice to
Purchaser prior to the expiration of the 48 hour time period specified
in paragraph (i), Purchaser will have the right, for a period of 30
calendar days after delivery of the Purchase Offer Notice, to purchase
a number of Class A Shares equal to or less than the Purchase Number.

(iii) If Jones (or his designee) timely delivers a Sale Notice
to Purchaser, (x) the closing for the purchase and sale of the Class A
Shares will take place five Business Days after delivery of such Sale
Notice pursuant to the procedures set forth in Section 4.4 and (y)
Purchaser will purchase in the open market a number of Class A Shares
equal to the Purchase Number at a price per share not to exceed the
Proposed Price to the extent such Class A Shares are available for
purchase at such price during the 60 calendar days after the receipt
by Investor of a Sale Notice.

4.4. General Offer Procedures. (a) The delivery of a Purchase
Notice or a Sale Notice will constitute a contract between the relevant Bell
International Group Entity and the relevant JI Group Entity for the purchase
and sale of (i) in the case of a Purchase Notice, the Offered Shares at a price
per share equal to the Offer Price, and (ii) in the case of a Sale Notice, a
number of Class A Shares equal to the Purchase Number at a price per share
equal to the Proposed Price.
<PAGE> 114
(b) So long as Investor is using its reasonable efforts to
consummate a closing under this Article IV promptly, Investor may postpone a
closing pursuant to Section 4.2 (but not Section 4.3) until such time as the
following conditions have been satisfied or waived by Investor:

(ii) All other actions by, in respect of or filings with the Federal
Communications Commission (or similar federal agency), if any,
required to permit the consummation of the closing shall have been
taken or obtained, as the case may be, and shall be in full force and
effect.

(c) Notwithstanding the foregoing, if the Purchase Conditions have
not been satisfied or waived within 40 days after the delivery of a Purchase
Notice, the relevant Offeror will be free to sell the Offered Shares without
restriction.

(d) The purchase price for any Class A Shares purchased pursuant to
Sections 4.2 or 4.3 will be paid by wire transfer in immediately available
funds to a bank account designated by the relevant JI Group Entity not less
than three Business Days prior to closing, provided that upon the mutual
agreement of Investor and such JI Group Entity all or a portion of the purchase
price may be paid in shares of common stock of BCE Inc. or another BCE Group
Entity.

(e) At any closing hereunder, the relevant JI Group Entity will
deliver to Investor good and valid title to the Class A Shares or other shares
of Capital Stock being sold, free and clear of any Lien.

(f) The parties hereto recognize that the offer periods in Sections
4.2 and 4.3 are short and that written communications will be delivered by
facsimile transmission. Any party delivering a notice pursuant to Sections 4.2
and 4.3 will use reasonable efforts to contact by telephone a representative of
the other party to notify him or her of the content of such notice.

4.5 Termination of Article IV. The provisions of Sections 4.2, 4.3
and 4.4 will terminate on the Option Termination Date and the provisions of
Section 4.1 will terminate as provided therein.
<PAGE> 115
ARTICLE V

PROVISIONS RELATING
TO THE CONTROL OPTION

5.1. Issuances of Common Shares During the Option Period. (a)
During the Option Period, without the prior written consent of Investor the
Company will not sell or otherwise issue any Common Shares, or grant any rights
that are, or may become, exercisable to purchase, or convertible or
exchangeable into, Common Shares except (i) pursuant to employee options
granted to Glenn R. Jones or (ii) to Investor.

(b) During the Option Period, Investor will have the right to
purchase (or cause to be purchased) an option on any Common Shares, or any
options to purchase Common Shares, owned by any JI Group Entity, on the same
terms and conditions as set forth in the Option Agreements, provided that
Investor shall purchase (or cause to be purchased) such option no later than 30
days after receipt by Investor of a notice from a JI Group Entity that it owns,
or has options to purchase, any Common Shares that are not Optioned Shares.

5.2. Consents and Approvals For Exercise of Control Option. (a)
During the Option Period, the Company, Investor and Jones will, and to the
extent necessary will cause their respective Subsidiaries, counsel and other
advisors to, cooperate in identifying, and from time to time at the request of
Investor cooperate in obtaining, all consents and approvals of, giving all
notices to, and making all filings required by any Intercable Group Entity
with, any Governmental Authority organized within a country where the
Intercable Group conducts business or third party that are necessary in
connection with the exercise by Investor of the Control Option.

(b) During the Option Period, if any Intercable Group Entity renews
an existing Franchise Agreement, or in connection with an acquisition seeks a
consent or approval under a Franchise Agreement, the Company will use
reasonable efforts at such time to obtain any consents or approvals that are
required under such Franchise Agreement in connection with the exercise by
Investor of the Control Option.

(c) During the Option Period, the Company will not make, nor allow
any Intercable Group Entity to make, a material acquisition without first (i)
reviewing the likely effect of the exercise of the Control Option on any
Franchise Agreements, contracts or other rights proposed to be acquired in
connection with such acquisition and (ii) discussing the results of such review
with a representative of Investor.
<PAGE> 116
(d) During the Option Period, without the prior written consent of
Investor, no Intercable Group Entity will enter into a new credit (or other
financing) agreement or other contract (other than Franchise Agreements)
material to the Intercable Group if such agreement or contract contains a
provision that would, as a result of the exercise by Investor of the Control
Option, (i) require any consent or other action by any Person, (ii) give rise
to an event of default, right of termination, cancellation or acceleration
thereunder or (iii) cause a loss of any material benefit to which an Intercable
Group Entity is entitled.

5.3. Further Assurances. In the event Investor exercises its right
to purchase the Optioned Shares, the Company, Jones, International and Investor
will each execute and deliver or cause to be executed and delivered all further
documents and instruments and use their reasonable efforts to secure such
consents and take all such further action as may be reasonably necessary in
order to consummate the exercise of the Control Option and the purchase of the
Optioned Shares, and to enable Investor to thereafter enjoy all benefits and
rights in respect of the Optioned Shares, provided that this Section 5.3 will
not apply to approvals that Investor and its Affiliates may need from
Governmental Authorities in Canada or in any country in which the Company does
not conduct business.

5.4. No Proxies or Encumbrances on Optioned Shares. Except as
contemplated by this Agreement and the Option Agreements, without the consent
of Investor no JI Group Entity will, directly or indirectly, (i) grant any
proxies (other than a revocable proxy granted in connection with a meeting of
stockholders) or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Optioned Shares, (ii) sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Optioned
Shares or (iii) seek or solicit any transaction or arrangement described in
clauses (i) and (ii). Jones or International will notify Investor promptly
(and provide all details reasonably requested by Investor) if Jones or
International is approached or solicited, directly or indirectly, by any Person
with respect to any of the foregoing. Nothing herein shall be deemed to
prevent or restrict Jones, International or any other JI Group Entity from
voting the Optioned Shares in its sole discretion on all matters, except as
otherwise agreed in this Agreement.

5.5. Deemed Exercise. For all purposes of this Agreement, Investor
will be deemed to have exercised the Control Option and purchased the Optioned
Shares if a financial institution acting as agent of Investor exercises the
Control Option and purchases the Optioned Shares pursuant to the terms of the
Option Agreements.
<PAGE> 117
5.6. Trading in Class A Shares. Neither Investor, Jones,
International nor the Company, nor any of their respective Subsidiaries, nor
any Persons acting on behalf or at the direction of such Persons, shall
purchase or sell, or cause to be purchased or sold, any Class A Shares during
any period during which they know that "Market Value" is being determined
pursuant to the Option Agreements.

5.7. Certain Information. (a) Investor (or any of its successors)
will notify the Company and Jones if any equity interests in Investor become
owned by any Person that is not a BCE Group Entity. Jones will notify Investor
if any equity interests in International (or any of its successors) become
owned by a Person that is not a JI Group Entity.

(b) Following the end of the applicable fiscal year:

(i) Investor will deliver to International its audited financial
statements,

(ii) International will deliver to Investor a certificate
stating that its assets exceeded its liabilities at the end of such
fiscal year, that it is paying its obligations when due and
that it is not aware of any circumstance that is likely to give
rise to a Jones Bankruptcy Event (as defined in the Option
Agreements) during the immediately succeeding fiscal year.

5.8 Termination of Article V. The provisions of this Article V
will terminate on the Option Termination Date.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1. Representations and Warranties of Jones. Jones represents and
warrants to Investor and the Company that as of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Jones is within his legal capacity. This Agreement constitutes a valid and
binding agreement of Jones.

(b) The execution, delivery and performance by Jones of this
Agreement requires no action of Jones by or in respect of, or filing by Jones
with, any Governmental Authority organized within the United States of America,
England or Spain other than any such action or filing as to which the failure
to make or obtain would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Jones.
<PAGE> 118
(c) The execution, delivery and performance by Jones of this
Agreement does not (i) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Jones or (ii) require any consent or
other action by any Person under, or constitute a default under, any agreement
or other instrument binding upon Jones or any license, permit or other similar
authorization held by Jones, except to the extent that any such violation,
failure to obtain any such consent or other action, or default, would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Jones.

6.2. Representations and Warranties of International.
International represents and warrants to Investor and the Company that as of
the date hereof:

(a) The execution, delivery and performance of this Agreement by
International is within International's corporate power and has been duly
authorized by all necessary corporate action on the part of International. This
Agreement constitutes a valid and binding agreement of International.

(b) The execution, delivery and performance by International of
this Agreement requires no action of International by or in respect of, or
filing by International with, any Governmental Authority organized within the
United States of America, England or Spain other than any such action or filing
as to which the failure to make or obtain would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
International.

(c) The execution, delivery and performance by International of
this Agreement does not (i) violate the articles of incorporation or bylaws of
International, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on International or (iii) require any
consent or other action by any Person under, or constitute a default under, any
agreement or other instrument binding upon International or any license, permit
or other similar authorization held by International, except in the case of
clauses (ii) and (iii) to the extent that any such violation, failure to obtain
any such consent or other action, or default, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
International.

6.3. Representations and Warranties of Investor. Investor
represents and warrants to each of Jones, International and the Company that as
of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Investor is within Investor's corporate power and has been duly authorized by
all necessary corporate action on the part of Investor. This Agreement
constitutes a valid and binding agreement of Investor.
<PAGE> 119
(b) The execution, delivery and performance by Investor of this
Agreement require no action by Investor or in respect of, or filing by Investor
with, any governmental body, agency or official other than any such action or
filing as to which the failure to make or obtain would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on
Investor.

(c) The execution, delivery and performance by Investor of this
Agreement do not (i) violate the articles of incorporation or bylaws of
Investor or (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Investor or (iii) require any consent or
other action by any Person under, or constitute a default under, any agreement
or instrument binding upon Investor or any license, permit or other similar
authorization held by Investor except, in the case of clauses (ii) and (iii),
to the extent that any such violation, failure to obtain any such consent or
take such other action, or default, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
Investor.

6.4. Representations and Warranties of the Company. The Company
represents and warrants to Investor, Jones and International that as of the
date hereof:

(a) The execution, delivery and performance of this Agreement by
the Company is within the Company's corporate power and has been duly
authorized by all necessary corporate action on the part of the Company. This
Agreement constitutes a valid and binding agreement of the Company.

(b) The execution, delivery and performance by the Company of this
Agreement requires no action of any Intercable Group Entity by or in respect
of, or filing by any Intercable Group Entity with, any Governmental Authority
organized within the United States of America, England or Spain other than any
such action or filing as to which the failure to make or obtain would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Intercable Group Entities.

(c) The execution, delivery and performance by the Company of this
Agreement do not (i) violate (x) the articles of incorporation or bylaws of the
Company or (y) the articles of incorporation, by-laws, partnership agreement or
other organizational document (as applicable) of any other Intercable Group
Entity, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on the Company, (iii) require any consent
or other action by any Person under, constitute a default under, or give rise
to any right of termination, cancellation or acceleration of any right or
obligation of the
<PAGE> 120
Company or any other Intercable Group Entity or cause a loss of any benefit to
which the Company or any other Intercable Group Entity is entitled under any
agreement or other instrument binding upon the Company or any other Intercable
Group Entity or any Franchise Agreement, license, permit or other similar
authorization held by the Company or any other Intercable Group Entity or (iv)
result in the creation of any Lien on any asset of the Company or any
Intercable Group Entity, except in the case of clauses (ii), (iii) and (iv), to
the extent that any such violation, failure to obtain any such consent or other
action, default, right, loss or Lien would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Intercable Group Entities.

ARTICLE VII

MISCELLANEOUS

7.1. Termination. The provisions of this Agreement will terminate,
and be of no further force and effect:

(i) if Investor purchases the Optioned Shares pursuant to the
Option Agreements, on the Option Termination Date, provided that the
provisions of Sections 2.5(d), 3.5, 3.9, 3.10 and 3.12 will survive any
such termination, or

(ii) if Investor does not purchase the Optioned Shares pursuant to
the Option Agreements, on the date after the Option Termination Date when
Investor's Ownership Percentage is less than 10%, provided that the
provisions of Sections 2.5(d), 3.5, 3.9 and 3.10 will survive any such
termination.

7.2. Successors and Assigns; Assignment. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, and to the extent
applicable heirs, executors, administrators and legal representatives.

(b) Except as otherwise provided herein, neither the Company nor
any Shareholder may assign, delegate or otherwise Transfer any of its rights or
obligations under this Agreement without the prior written consent of all of
the other parties hereto, provided that (i) any party hereto may pledge its
interest in this agreement to a financial institution to secure a bona fide
borrowing by such party in connection with a pledge by such party of its
general intangible interests (provided that any foreclosure transferees's
interest will be subject to the provisions of this Agreement), (ii) Investor
and any other Bell International Shareholder may assign its rights, but not its
obligations, to any Eligible Assignee and (iii) Investor may assign its rights
and obligations to any purchaser of the Control Option that has paid
<PAGE> 121
for the Optioned Shares pursuant to Article VII of the Option Agreements at any
time after such purchaser has delivered to the Company, Jones and International
an executed counterpart of this Agreement and agreed to be bound by the terms
of this Agreement as if such Person was Investor, provided that Sections 3.3
and 3.4 will terminate at the time of any such assignment to such purchaser.

(c) For purposes of this Agreement, "Eligible Assignee" means any
entity which at the time of such assignment is, and thereafter during the term
of this Agreement remains (i) controlled, directly or indirectly, by Investor
and (ii) not primarily engaged in, or a Subsidiary of Investor primarily
engaged in, the direct operation or management of (x) cable television systems
located in North America, (y) wireline local communications services located in
the United States of America or (z) educational programming services, other
than Investor and any Person that is an Intercable Group Entity or a JI Group
Entity (each a "Restricted Business"). The parties hereto acknowledge that the
foregoing provisions are not intended to restrict Investor from assigning its
rights hereunder to a Subsidiary of Investor that is a holding company of an
entity or entities primarily engaged in a Restricted Business.

7.3. Specific Performance. Each party hereto agrees that a
Shareholder could be irreparably damaged if any party failed to perform any
obligation under this Agreement, and that such Shareholder would not have an
adequate remedy at law for money damages in such event. Accordingly, each
Shareholder shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement. This provision
is without prejudice to any other rights that such Shareholder may have against
any party for any failure by such party to perform its obligations under this
Agreement.

7.4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by facsimile transmission, or by registered or certified mail
(postage prepaid, return receipt requested):

if to Jones:

Glenn R. Jones
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax:
<PAGE> 122
if to International:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: (303) 799-4675
Attention: Chief Executive Officer

if to Investor:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

if to the Company, to:

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

with a copy to:

Jones Intercable Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

7.5. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.
<PAGE> 123
7.6. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

7.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

7.8. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.

7.9. Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

7.10. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

7.11. Separability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.

______________________________
GLENN R. JONES, individually

JONES INTERNATIONAL, LTD.

By____________________________
Name:
Title:
<PAGE> 124
BELL CANADA INTERNATIONAL
INC.

By____________________________
Name:
Title:

JONES INTERCABLE, INC.

By____________________________
Name:
Title:
<PAGE> 125
SCHEDULE I

LIST OF AFFILIATE AGREEMENTS

1. Transponder License Agreement between Jones Space Segment, Inc. and Jones
Intercable, Inc., dated February 2, 1993.

2. Affiliate Agreement between Mind Extension University, Inc. and Jones
Intercable, Inc., dated December 28, 1993, as amended _________, 1994.

3. Cable Affiliate Agreement between Galactic Radio, Inc. and Jones
Programming Services, Inc., dated May 1, 1990.

4. Office Lease between Jones Properties Inc. and Jones Intercable Inc.,
dated June 8, 1984.

5. Short Form Lease, dated June 8, 1984, and amendment, dated November 30,
1989, between Jones Properties, Inc. and Jones Intercable, Inc.

6. Sublease Agreement between the Jones Group, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

7. Sublease Agreement between Jones International, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

8. Sublease Agreement between Jones Spacelink, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

AFFILIATE AGREEMENTS IN PROCESS

1. Agreement between Jones Interactive, Inc. and Jones Intercable, Inc. for
the provision of certain support services.

2. Affiliate Agreement between Jones Computer Networks, Inc. and Jones
Intercable, Inc. for carriage of programming.

3. Affiliate Agreement between Product Information Networks and Jones
Intercable, Inc. for carriage of programming.

4. Affiliate Agreement between Healthcare Network and Jones Intercable, Inc.
for carriage of programming.

5. Agreement between Jones International, Ltd. or an affiliate thereof and
Jones Intercable, Inc. for development of customer billing service.

6. Option Agreement between affiliate of Jones International, Ltd. and Jones
Intercable, Inc. regarding purchase of Terrace Building.
<PAGE> 126
SCHEDULE II

LIST OF CABLE PARTNERSHIPS

I. Limited Partnerships

1. Jones Cable Income Fund 1-A, Ltd.
2. Jones Intercable Income Fund 1-B, Ltd.
3. Jones Cable Income Fund 1-C, Ltd.
4. Cable TV Fund 11-A, Ltd.
5. Cable TV Fund 11-B, Ltd.
6. Cable TV Fund 11-C, Ltd.
7. Cable TV Fund 11-D, Ltd.
8. Cable TV Fund 12-A, Ltd.
9. Cable TV Fund 12-B, Ltd.
10. Cable TV Fund 12-C, Ltd.
11. Cable TV Fund 12-D, Ltd.
12. Cable TV Fund 14-A, Ltd.
13. Cable TV Fund 14-B, Ltd.
14. Cable TV Fund 15-A, Ltd.
15. IDS/Jones Growth Partners 87-A, Ltd.
16. IDS/Jones Growth Partners 89-B, Ltd.
17. IDS/Jones Growth Partners II, L.P.
18. Jones Intercable Investors
19. Jones Spacelink Income/Growth Fund 1-A, Ltd.
20. Spacelink Fund 3, Ltd.
21. Jones Spacelink Fund 4, Ltd.
22. Jones Spacelink Fund 5, Ltd.
23. Jones Spacelink Income Partners 87-1, L.P.
24. Jones Growth Partners, L.P.
25. Jones Growth Partners II, L.P.

II. Joint Ventures

1. Jones Cable Income Fund 1-B/C Venture
2. Cable TV Joint Fund 11
3. Cable TV Fund 12-BCD Venture
4. Cable TV Fund 14-A/B Venture
5. IDS Jones Joint Venture Partners
<PAGE> 127

EXHIBIT A

REGISTRATION RIGHTS

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. (a) Terms defined in the
Shareholders Agreement (the "Agreement") dated as of _______________, 1994
among Glenn R. Jones, Jones International, Ltd., Bell Canada International Inc.
("Investor") and Jones Intercable, Inc. (the "Company") are used herein as
therein defined.

(b) For purposes of this Exhibit A, the following terms have
the following meanings:

"BCE Shareholder" means, at any time, any BCE Group Entity that
owns shares of Capital Stock at such time and has agreed to be bound by the
terms of the Agreement.

"Registrable Securities" means any shares of Capital Stock owned
by Investor and any other BCE Group Entity.

"Selling Shareholder" means Investor and any other BCE Shareholder
that elects to sell any Registrable Securities pursuant to a Demand
Registration or a Piggy-Back Registration.

"Underwriter" means a securities dealer who purchases any
Registrable Securities as principal and not as part of such dealer's
market-making activities.

(c) For purposes of this Exhibit A, each of the following
terms is defined in the Section set forth opposite such term:
<PAGE> 128
<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Demand Registration 2.1
Indemnified Party 4.3
Indemnifying Party 4.3
Inspectors 3.1(g)
Piggy-Back Registration 2.2
Records 3.2(g)
Rule 144 5.2
</TABLE>

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.1. Demand Registration. (a) At any time after the
date hereof, one or more Selling Shareholders may make a written request for
registration under the Securities Act of all or part of the Registrable
Securities owned by such Selling Shareholder (a "Demand Registration"),
provided that the Company shall not be obligated to effect (i) any Demand
Registration covering less than 500,000 shares of Registrable Securities, (ii)
more than one Demand Registration pursuant to the provisions of this Section
2.1 in any nine-month period and (iii) more than six Demand Registrations
during the term of this Exhibit A. Any request for a Demand Registration will
specify the aggregate number of shares of Registrable Securities proposed to be
sold by the Selling Shareholder and will also specify the intended method of
disposition thereof.

(b) A registration will not count as a Demand Registration
until it has become effective. In addition, if more than 50% of the aggregate
number of Registrable Securities requested to be registered pursuant to this
Section 2.1 are excluded from the offering in accordance with Section 2.3, such
offering will not count as a Demand Registration.

(c) If the offering of such Registrable Securities pursuant to
such Demand Registration is an underwritten offering, the Selling Shareholders
shall select the book-running managing Underwriter and any additional
investment bankers and managing Underwriters to be used in connection with the
offering, provided that such Underwriters and investment bankers must be
reasonably satisfactory to the Company.

-2-
<PAGE> 129
SECTION 2.2. Piggy-Back Registration. If during the term of this
Agreement, the Company proposes to file a registration statement under the
Securities Act with respect to an offering of any shares of Capital Stock (i)
for the Company's own account (other than a registration statement on Form S-4
or S-8 (or any substitute form that may be adopted by the SEC)) or (ii) for the
account of any of its respective securityholders, then the Company shall give
written notice of such proposed filing to each Selling Shareholder as soon as
practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer each Selling Shareholder the opportunity to
register such number of shares of Registrable Securities as each Selling
Shareholder may request on the same terms and conditions as the proposed
offering (a "Piggy-Back Registration"). A Selling Shareholder will have five
business days after receipt of any such notice to notify the Company as to
whether it wishes to participate in a Piggy-Back Registration and, if so, the
number of Registrable Securities proposed to be included in such offering. The
Company shall use its best efforts to cause the managing Underwriters of a
proposed underwritten offering to permit the Registrable Securities to be
included in a Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company included therein.

SECTION 2.3. Reduction of Offering. Notwithstanding anything
contained herein, if the book-running managing Underwriter of an offering
described in Section 2.1 or Section 2.2 states that, in its good faith judgment
(i) the size of the offering that the Selling Shareholder, the Company and any
other Persons intend to make or (ii) the combination of securities that the
Selling Shareholder, the Company and such other Persons intend to include in
such offering are such that the success of the offering is reasonably likely to
be materially and adversely affected by the inclusion of the Registrable
Securities, then:

(a) if the size of the offering is the basis of such
Underwriter's opinion, the aggregate amount of Registrable Securities to be
offered for the account of the Selling Shareholders shall be reduced to the
extent necessary to reduce the total amount of securities to be included in
such offering to the amount recommended by such Underwriter, provided that (x)
in the case of a Demand Registration, the amount of Registrable Securities to
be offered for the account of the Selling Shareholders shall be reduced only
after the amount of securities to be offered for the account of the Company and
any other Persons that are not Selling Shareholders has been reduced to zero,
and (y) in the case of a Piggy-Back Registration, if securities are being
offered for the account of Persons other than the Company, then the proportion
by which the aggregate

-3-
<PAGE> 130
amount of such Registrable Securities intended to be offered for the account of
the Selling Shareholders is reduced shall not exceed the proportion by which
the amount of such securities intended to be offered for the account of such
other Persons is reduced; and

(b) if the combination of securities to be offered is the
basis of such Underwriter's opinion, the Registrable Securities to be included
in such offering shall be reduced as described in clause (a) above, except that
in the case of a Piggy-Back Registration, if the actions described in
sub-clause (y) of the proviso in such clause (a) would, in the judgment of the
managing Underwriter, be insufficient to substantially eliminate the adverse
effect that inclusion of the Registrable Securities requested to be included
would have on such offering, such Registrable Securities will be excluded from
such offering.

SECTION 2.4. Registration Expenses. In connection with any
Demand Registration or Piggy-Back Registration, the Company shall pay the
following expenses incurred in connection with such registration: (i) all SEC,
stock exchange and National Association of Securities Dealers, Inc.
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities), (iii) printing expenses, (iv) fees and expenses incurred in
connection with the listing of the Registrable Securities on the NASDAQ
National Market System (or, if no shares of Capital Stock are listed for
trading on such system, such other principal exchange or market where shares of
Capital Stock are listed or otherwise admitted for trading), (v) fees and
expenses of counsel and independent certified public accountants for the
Company (including fees and expenses associated with the delivery of special
audits or comfort letters), (vi) the reasonable fees and expenses of any
additional experts retained by the Company in connection with such registration
and (vii) internal expenses of the Company (including salaries and expenses of
officers and employees). The Selling Shareholder shall pay any underwriting
fees, discounts or commissions attributable to the sale of Registrable
Securities.

ARTICLE III

REGISTRATION PROCEDURES

SECTION 3.1. Filings; Information. Whenever the Selling
Shareholder requests that any Registrable Securities be registered pursuant to

-4-
<PAGE> 131
Article II hereof, the Company will use its reasonable efforts to effect the
registration and sale of such Registrable Securities in accordance with the
requested method of disposition thereof as promptly as reasonably practicable,
and in connection with any such request:

(a) The Company will as expeditiously as possible prepare and
file with the SEC a registration statement on any form for which the
Company then qualifies and which counsel for the Company shall deem
appropriate and available for the sale of the Registrable Securities to be
registered thereunder in accordance with the intended method of
distribution thereof, and use its reasonable efforts to cause such filed
registration statement to become and remain effective for a period of not
more than six months (or such shorter period which will terminate when all
Registrable Securities covered by such registration statement have been
sold (but not before the expiration of the period referred to in Section
4(3) of the Securities Act and Rule 174 thereunder, if applicable)) after
the date of the original filing or such other period as is necessary to
comply with the provisions of the Securities Act, provided that if the
Company shall furnish to the Selling Shareholder a certificate signed by
the Company's Chairman, President or any Vice-President stating that in his
good faith judgment it would be detrimental or otherwise disadvantageous to
the Company or its shareholders for such a registration statement to be
filed as expeditiously as possible, the Company shall have a period of not
more than 180 days within which to file such registration statement
measured from the date of the Company's receipt of the Selling
Shareholder's request for registration in accordance with Section 2.1.

(b) The Company will, if requested, prior to filing such
registration statement or any amendment or supplement thereto, furnish to
the Selling Shareholder and each applicable managing Underwriter, if any,
copies thereof, and thereafter furnish to the Selling Shareholder and each
such Underwriter, if any, such number of copies of such registration
statement, amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein) and the
prospectus included in such registration statement (including each
preliminary prospectus) as the Selling Shareholder or each such Underwriter
may reasonably request in order to facilitate the sale of the Registrable
Securities.

(c) After the filing of the registration statement, the
Company will promptly notify the Selling Shareholder of any stop order
issued or,

-5-
<PAGE> 132
to the Company's knowledge, threatened to be issued by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.

(d) The Company will use reasonable efforts to register or
otherwise qualify the Registrable Securities for offer and sale under such
other securities or blue sky laws of such jurisdictions in the United
States as the Selling Shareholder reasonably requests, and to do any and
all other acts and things that may be necessary or advisable to consummate
the requested disposition of the Registrable Securities, provided that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction.

(e) The Company will as promptly as practicable notify the
Selling Shareholder, at any time when a prospectus relating to the sale of
the Registrable Securities is required by law to be delivered in connection
with sales by an Underwriter or dealer, or the occurrence of any event
requiring the preparation of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and promptly make
available to the Selling Shareholder and to the Underwriters any such
supplement or amendment. The Selling Shareholder agrees that, upon receipt
of any notice from the Company of the occurrence of any event of the kind
described in the preceding sentence, the Selling Shareholder will forthwith
discontinue the offer and sale of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until receipt
by the Selling Shareholder and the Underwriters of the copies of such
supplemented or amended prospectus. In the event the Company shall give
such notice, the Company shall extend the period during which such
registration statement shall be maintained effective as provided in Section
3.1(a) hereof by the number of days during the period from and including
the date of the giving of such notice to the date when the Company shall
make available to the Selling Shareholder such supplemented or amended
prospectus.

-6-
<PAGE> 133
(f) The Company will enter into customary agreements
(including an underwriting agreement having representations and closing
documents consistent with underwriting agreements heretofore entered into
by the Company) and take such other actions as are reasonably required in
order to expedite or facilitate the sale of such Registrable Securities.

(g) The Company will make available for inspection by the
Selling Shareholder, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or
other professional retained by the Selling Shareholder or Underwriter
(collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively,
the "Records") as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company's officers,
directors and employees to supply all information reasonably requested by
any Inspectors in connection with such registration statement. Records
which the Company determines, in good faith, to be confidential and which
it notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to avoid
or correct a misstatement or omission in such registration statement or
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction. The Selling Shareholder
agrees that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at its expense, to undertake appropriate action to
prevent disclosure of the Records deemed confidential.

(h) The Company will furnish to the Selling Shareholder and
each Underwriter a signed counterpart, addressed to the Selling Shareholder
or such Underwriter, of (i) an opinion or opinions of counsel to the
Company and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such
matters of the type customarily covered by opinions or comfort letters, as
the case may be, as the Selling Shareholder or the managing Underwriter
reasonably requests.

(i) The Company will otherwise use its reasonable efforts to
comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, an

-7-
<PAGE> 134
earnings statement covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the SEC thereunder.

(j) The Company will use its reasonable efforts to cause all
such Registrable Securities to be listed on each securities exchange or
trading system on which similar securities issued by the Company are then
listed.

The Company may require the Selling Shareholder to furnish in
writing to the Company such information regarding the Selling Shareholder, the
plan of Distribution of the Registrable Securities and other information as the
Company may from time to time reasonably request or as may be legally required
in connection with such registration.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

SECTION 4.1. Indemnification by the Company. The Company agrees
to indemnify and hold harmless, to the extent permitted by law, the Selling
Shareholder, its officers and directors, and each Person, if any, who controls
the Selling Shareholder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by (i) any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by or on behalf of the Selling
Shareholder expressly for use therein or (ii) the Selling Shareholder's failure
to comply with a prospectus delivery requirement imposed on it under applicable
law, if any, including any failure to deliver, after delivery of a preliminary
prospectus, a prospectus containing corrected, modified or amended disclosure
with respect to any material fact. The Company also agrees to indemnify any
Underwriters of the Registrable

-8-
<PAGE> 135
Securities, their officers and directors and each person who controls such
Underwriters on substantially the same basis as that of the indemnification of
the Selling Shareholder provided in this Section 4.1.

SECTION 4.2. Indemnification by the Selling Shareholder. The
Selling Shareholder agrees to indemnify and hold harmless the Company, its
officers and directors, and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnify from the Company
to the Selling Shareholder, but only with reference to information relating to
the Selling Shareholder or the plan of distribution furnished in writing by or
on behalf of the Selling Shareholder expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any
amendment or supplement thereto, or any preliminary prospectus. The Selling
Shareholder also agrees to indemnify and hold harmless any Underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such Underwriters on substantially the same basis as that of the
indemnification of the Company provided in this Section 4.2

SECTION 4.2. Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnify may be sought pursuant to
Section 4.1 or Section 4.2, such Person (the "Indemnified Party") shall
promptly notify the Person against whom such indemnify may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party, upon the request
of the Indemnified Party, shall assume the defense of such proceeding and
retain counsel reasonably satisfactory to such Indemnified Party to represent
such Indemnified Party and any others that Indemnifying Party may designate in
such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnified Party and the Indemnifying Party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for all such Indemnified Parties, and that all such reasonable fees
and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such

-9-
<PAGE> 136
firm shall be designated in writing by the Indemnified Parties and shall be
reasonably satisfactory to the Indemnifying Party. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its
prior written consent, but if settled with such consent, or if there be a final
judgment for the plaintiff, the Indemnifying Party shall indemnify and hold
harmless such Indemnified Parties from and against any loss or liability (to
the extent stated above) by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Party
shall have requested an Indemnifying Party to reimburse the Indemnified Party
for fees and expenses of counsel as contemplated by the third sentence of this
paragraph, the Indemnifying Party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 business days after receipt by such
Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party
shall not have reimbursed the Indemnified Party in accordance with such request
prior to the date of such settlement. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such
proceeding.

SECTION 4.4. Contribution. (a) If the indemnification provided
for in this Article IV is unavailable to the Indemnified Parties in respect of
any losses, claims, damages or liabilities referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) as between the Company and
the Selling Shareholder on the one hand and the Underwriters on the other, in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Selling Shareholder on the one hand and the Underwriters on
the other from the offering of the Registrable Securities, or if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative
fault of the Company and the Selling Shareholder on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and the Selling Shareholder on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of the Selling
Shareholder in connection with

-10-
<PAGE> 137
such statements or omissions, as well as any other relevant equitable
considerations.

(b) The relative benefits received by the Company and the
Selling Shareholder on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and the Selling Shareholder bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the prospectus. The
relative fault of the Company and the Selling Shareholder on the one hand and
of the Underwriters on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omissions or alleged omission to state a material fact relates to
information supplied by the Company and the Selling Shareholder or by the
Underwriters. The relative fault of the Company on the one hand and of the
Selling Shareholder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties' relative intend,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

(c) The Company and the Selling Shareholder agree that it
would not be just and equitable if contribution pursuant to this Section 4.4
were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages or liabilities referred to in the
immediately proceeding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article IV, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, and
the Selling Shareholder shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities were offered to the public exceeds the amount of any damages which
the Selling

-11-
<PAGE> 138
Shareholder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribute from any person who was not
guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1. Participation in Underwritten Registrations. No Selling
Shareholder may participate in any underwritten registered offering pursuant to
a Piggy-Back Registration unless it (a) agrees to sell its securities on the
basis provided in any underwriting arrangements approved by the Person entitled
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnifies, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and this
Exhibit A.

5.2. Rule 144. The Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange
Act and that it will take such further action as the Selling Shareholder may
reasonably request to the extent required from time to time to enable it to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC ("Rule 144"). Upon the request
of the Selling Shareholder, the Company will deliver to it a written statement
as to whether it has complied with such reporting requirements.

5.3. Restrictions on Public Sale by the Selling Shareholder.
To the extent not inconsistent with applicable law, if any Registrable
Securities are included in a Demand Registration or a Piggy-Back Registration,
the Selling Shareholder will agree not to effect any public sale or
distribution of the issue being registered or a similar security of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144, during the 14 days
prior to, and during the 90-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the
extent requested by the managing Underwriter or Underwriters in the case of an
underwritten offering.

-12-
<PAGE> 139
5.4. Restrictions on Public Sale by the Company. The Company
agrees, if and to the extent requested by the managing Underwriter or
Underwriters in the case of an underwritten offering, not to effect any public
sale or distribution of any securities similar to those being registered in
accordance with a Demand Registration or a Piggy-Back Registration, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 14 days prior to, and during the 90-day period beginning on, the
effective date of any registration statement (except as part of such
registration as permitted by Article II) or the commencement of a public
distribution of Registrable Securities.

5.5. Successors and Assigns. In addition to the assignment
rights granted pursuant to Section 7.2, the Selling Shareholders may transfer
the rights and obligations under this Exhibit A to an unaffiliated third party
that has not issued debt or equity interests to, nor invested in or lent money
to, Persons primarily engaged in the cable television, telecommunications or
educational programming businesses other than the Company or any of its
Subsidiaries, in connection with a transfer to such third party of all shares
of Capital Stock owned by all BCE Shareholders.

5.6. Termination. The registration rights granted under this
Exhibit A will terminate on the tenth anniversary of the Option Termination
Date.

10803

-13-
<PAGE> 140
EXHIBIT B

(Form of Sale Offer Notice)
(Date)

Bell Canada International Inc.

To Bell Canada International Inc.:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable, Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Sales Offer Notice is being delivered to you pursuant to
Section 4.2(a) of the Agreement.

The undersigned hereby irrevocably offers to sell to you _______
(Class A/Common) Shares at a price per share of $_________, which is equal to
the average of the (closing "bid" and "asked" prices) for (Class A/Common)
Shares on the Business Day immediately preceding the date on which this Sale
Offer Notice is being delivered to you. The aggregate purchase price for the
Offered Shares is $ .

If you wish to purchase the Offered Shares pursuant to Sections
4.2(a) and 4.4 of the Agreement, please respond by delivery of a Purchase
Notice to the undersigned prior to the expiration of the Offer Period, which is
(time) on (date).

(Name of JI Group Entity)

By:
<PAGE> 141
EXHIBIT C

(Form of Purchase Notice)

(Date)

(Name of Glenn Jones
Group Entity)

To __________:

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Glenn R. Jones, Jones International, Ltd., Bell Canada
International Inc. and Jones Intercable Inc. (the "Agreement"). Capitalized
terms used but not defined herein have the meaning set forth in the Agreement.
This Purchase Notice is being delivered to you pursuant to Section 4.2(a) of
the Agreement and in response to your Sale Offer Notice dated .

The undersigned hereby irrevocably elects to exercise the right to
purchase (50%/100%) of the Offered Shares for an aggregate purchase price of $
.

The closing for the purchase and sale of the Offered Shares pursuant
to this Purchase Notice shall take place pursuant to the procedures set forth
in Section 4.4. Please contact us so that we may agree on wire transfer
arrangements and a mutually acceptable time and place for closing.

BELL CANADA INTERNATIONAL INC.

By:
<PAGE> 142
EXHIBIT D

(Form of Purchase Offer Notice)
(Date)

Glenn R. Jones

To Glenn R. Jones:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable, Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Purchase Offer Notice is being delivered to you pursuant
to Section 4.3 of the Agreement.

The undersigned hereby irrevocably offers to purchase from you (or
any JI Group Entity designated by you) _______ Class A Shares at a price per
share of $_________, for an aggregate purchase price of $ .

If you (or any JI Group Entity) wishes to sell Class A Shares
pursuant to the foregoing offer and Sections 4.3 and 4.4 of the Agreement,
please respond by delivery of a Sale Notice to the undersigned no later than
(time) on (date).

(Name of Bell International Group Entity)

By:
<PAGE> 143
EXHIBIT E

(Form of Sale Notice)

(Date)

(Name of Bell International Group Entity)

To (Name of Bell International Group Entity):

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Glenn R. Jones, Jones International, Ltd., Bell Canada
International Inc. and Jones Intercable Inc. (the "Agreement"). Capitalized
terms used but not defined herein have the meaning set forth in the Agreement.
This Sale Notice is being delivered to you pursuant to Section 4.3 of the
Agreement and in response to your Purchase Offer Notice dated .

The undersigned hereby irrevocably elects to sell to you ______
Class A Shares for an aggregate purchase price of $ .

The closing for the purchase and sale of the Class A Shares pursuant
to this Sale Notice shall take place pursuant to the procedures set forth in
Section 4.4. Please contact us so that we may agree on wire transfer
arrangements and a mutually acceptable time and place for closing.

(Name of JI Group Entity)

By:
<PAGE> 144

EXHIBIT D

(Spacelink Schedules not
included in this Volume)
<PAGE> 145
EXHIBIT E

SUPPLY AND SERVICES AGREEMENT

Dated as of (Closing Date), 1994

Between

BELL CANADA INTERNATIONAL INC.

and

JONES INTERCABLE, INC.

SUPPLY AND SERVICES AGREEMENT made and entered into as of (Closing Date), 1994,
between Bell Canada International Inc. ("BCI"), a Canadian corporation, and
Jones Intercable, Inc. ("Jones"), a Colorado corporation.

WHEREAS Jones is in the business of providing cable television service, which
is to include fixed wire telecommunications services, in the United States of
America and desires to have the benefit of the experience, knowledge, trained
personnel and supervision capabilities of BCI by way of the provision of
certain technical services and equipment; and

WHEREAS BCI has agreed, so far as it is able, to provide or procure the
provision of such services and equipment upon the terms and conditions
hereafter contained.

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

In this Agreement unless the context otherwise requires, the following
terms shall have the meaning set opposite, namely:

"Affiliate(s)" An affiliate of a specified person is any person
directly or indirectly controlling, controlled by or
under common control with the specified person;

"Agreement" this Agreement, including its recitals and appendix,
as amended from time to time;

"Business Day" any day other than a Saturday, a Sunday, or a day on
which commercial banks are authorized to close in
Montreal, Canada or Denver, Colorado;
<PAGE> 146
"Secondment Agreement" the Secondment Agreement dated the date
hereof between Jones and BCI;

"Shareholders Agreement" the Shareholders Agreement dated the date
hereof among Glenn R. Jones, Jones
International, Ltd, BCI (and Jones Spacelink
Ltd) in respect of Jones;

The expression "person" as used herein includes any individual,
corporation, company, partnership or other entity. The singular
includes the plural and vice versa. All terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the
Shareholders Agreement.

References herein to clauses shall be taken as referring to clauses in
this Agreement. Headings to clauses are for information only and
shall not affect the construction or interpretation of this Agreement.

Where any obligation in this Agreement is expressed to be performed by
any Affiliate of BCI, then BCI shall procure that any such obligation
be performed and observed by such Affiliate on the terms and
conditions set out hereafter and shall be liable for any failure to do
so as if the same were obligations of BCI.

2. ANNUAL FEE

In consideration for BCI providing Jones with access to the expert
advice of personnel from BCI and BCI's Affiliates for the equivalent
of three (3) man-years on an annual basis, BCI shall be entitled to
and Jones agrees and undertakes to pay to BCI, an annual fee of
U.S.$2,000,000 during the term of this Agreement. For greater
clarity, such fee shall be in addition to any employment costs payable
by Jones to BCI for the personnel being seconded pursuant to the
Secondment Agreement and shall be payable in its entirety whether or
not Jones avails itself of the expert advice of personnel from BCI and
BCI's Affiliates. Such amount shall be payable by way of quarterly
payments of US $500,000 each, payable respectively on the first
Business Day of January, April, July, and October of each year without
any deduction, set-off or counterclaim. Such amount shall be in
addition to any fee payable to BCI for any other services rendered or
any equipment supplied by or on behalf of BCI or any Affiliate
thereof, as the case may be, pursuant to Clause 3 hereof.
<PAGE> 147
3. SUPPLIER ARRANGEMENTS

Jones will give BCI and its Affiliates the first opportunity to
supply services, compatible network equipment and systems to it on
competitive terms and conditions which will, at Jones' discretion, be
made pursuant to competitive bidding or other processes. Nothing
herein will adversely affect Jones' ability to obtain services,
equipment and systems on open and competitive terms. BCI hereby
acknowledges that Jones has also granted to Jones International, Ltd.
the same right on the same terms and conditions as BCI.

4. PAYMENT TERMS

Unless otherwise agreed in writing between the parties, the fee or price
(as the case may be) payable in relation to the provision of any services
or the supply of any equipment, shall be paid in full in U.S. dollars to
BCI or any Affiliate thereof (as the case may be) within 30 days of the
date of BCI's or its Affiliate's invoice.

5. LIABILITY CLAUSE

5.1. BCI shall ensure that and shall procure that BCI's
Affiliate(s) ensure that all services shall be provided by BCI
or any Affiliate thereof, as the case may be, with reasonable
care and skill and shall be of a standard normally adopted and
practiced by BCI or the relevant Affiliate of BCI with
respect to its own business and affairs, provided that, (i)
BCI and the relevant Affiliates of BCI shall not be liable on
account of anything done by them in good faith in accordance
with or pursuant to the direction of Jones, and (ii) neither
BCI nor any Affiliate thereof, shall be liable to Jones for
any error of judgment or for any loss suffered by Jones in
connection with the subject matter of this Agreement
(howsoever any such loss may have occurred) unless such loss
arises from gross negligence, bad faith, fraud, intentional
misconduct or willful default in the performance or
non-performance by BCI or any Affiliate thereof of its
obligations or duties under or pursuant to the terms of this
Agreement.

5.2. Each party shall be liable hereunder only for direct damages
incurred by the other and in no event shall either party be
liable for any consequential or indirect damages.
<PAGE> 148
6. ASSIGNMENT

Each party hereto agrees not to assign or dispose of any of its rights and
obligations under this Agreement without the prior consent of the other
party, provided, however, that BCI may effect an assignment of its rights
hereunder to an Eligible Assignee upon mere written notice to Jones.

7. WAIVER

The waiver, express or implied, by either party hereto of any right
hereunder or of any failure to perform or breach hereof by the other party
hereto shall not constitute or be deemed as a waiver of any other right
hereunder or of any failure to perform or breach hereof by such other
party, whether of a similar or dissimilar nature thereto.

8. NO PARTNERSHIP

Nothing in this Agreement shall constitute either party as partner, agent
or representative of the other. Neither BCI nor any Affiliate of BCI
shall have any authority to negotiate, enter into or amend or terminate
contracts on behalf of Jones.

9. NOTICES

Any notice or communication under or in connection with this Agreement
shall be in writing and shall be delivered personally, or by post or by
facsimile to the respective addresses or facsimile numbers given below or
such other address or facsimile number as the recipient may notify to the
sender in writing. Proof of posting or despatch shall be deemed to be
proof of receipt:

(a) in the case of a letter sent by post, 48 hours after
posting and in the case of a letter delivered personally upon
delivery to the relevant addressee;

(b) in the case of facsimile on the date on which the
facsimile is transmitted by the sender;

(i) to BCI: 1100 de la Gauchetibre Street West
Suite 1100
Montreal, Quebec H3B 4Y8
Facsimile: (514) 392-2342
Attention: General Counsel

<PAGE> 149
(ii) to Jones: 9697 East Mineral Avenue
Englewood,Colorado 80155-3309
U.S.A.
Facsimile: (303) 799-1644
Attention: General Counsel

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, without regard to the conflicts of law
rules of such State.

11. TERM AND TERMINATION

This Agreement shall be effective on the date first above written and
shall terminate on the Event Date.

12. ENTIRE AGREEMENT

This Agreement consists of these terms and conditions thereto and
supersedes all proposals, oral or written, and all negotiations,
conversations or discussions heretofore had between the parties in
relation to the subject matter of this Agreement. No understandings or
agreements, verbal or otherwise, exist between the parties except as
herein expressly set out.

13. NON-SOLICITATION

Jones agrees not to enter into any agreement or arrangement, directly or
indirectly, written or verbal with any consultant, agent, employee or
independent contractor of BCI or any Affiliate thereof who provides
services directly to Jones hereunder for a period of thirty (30) months
following his or her completion of such services, unless authorized in
advance by BCI in writing.

14. SEVERABILITY

The invalidity or unenforceability of any provision, in whole or in part,
of this Agreement shall not in any way affect the validity or
enforceability of any other parts or provisions thereof; provided,
however, that the parties hereto shall use their best efforts to achieve
the purpose of the invalid or unenforceable provision or part thereof by a
new valid and enforcealle stipulation.

<PAGE> 150
BELL CANADA INTERNATIONAL INC. JONES INTERCABLE, INC.

By: ______________________ By: ________________________

Name: ______________________ Name: ________________________

Title: ______________________ Title: ________________________
<PAGE> 151
EXHIBIT F

BYLAWS
OF
JONES INTERCABLE, INC.

_______________

ARTICLE I
OFFICES

The principal offices of the corporation shall be in Englewood,
Colorado, but the Board of Directors, in its discretion, may keep and maintain
offices wherever the business of the corporation may require.

ARTICLE II
MEETING OF SHAREHOLDERS

(1) Time and Place: Any meeting of the shareholders may be held at
such time and such place, within or without the State of Colorado, as may be
fixed by the Board of Directors or as shall be specified in the notice of the
meeting or in the waiver of notice thereof.

(2) Annual Meeting: The Annual meeting of the shareholders shall
be held on the last Friday in October of each year or at such other dates and
times as the Board of Directors may determine.

(3) Special Meetings: Special meetings of the shareholders, for
any purpose or purposes, may be called by the Chief Executive Officer,
President, the Board of Directors, or the holders of not less than one-tenth of
all of the shares entitled to vote at the meeting (regardless of the number of
votes such shares are entitled to cast at such meeting).

(4) Record Date: For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any proper purpose, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in the case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken.
<PAGE> 152
(5) Voting List: After fixing a record date for a shareholders
meeting, the Secretary of the corporation shall make or cause to be made a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address and number of shares held by each
shareholder. Said list shall be kept on file at the principal office of the
corporation beginning the earlier of ten days before the meeting date or two
business days after notice of the meeting is given, shall be produced and kept
open at the meeting and shall be subject to inspection by any shareholder at
such principal office or during the course of the meeting.

(6) Notices: Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail,
by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting, except that if it is proposed that the authorized shares of the
corporation be increased, at least thirty days' notice shall be given. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation.

(7) Quorum: Except as otherwise provided by law, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter. If, however, a quorum
shall not be present or represented, the shareholders present in person or by
proxy may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite number of shares to constitute
a quorum shall be present. At any such adjourned meeting at which a quorum is
represented, any business may be transacted which might have been transacted at
the meeting of which notice originally was given. The shareholders present or
represented at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

(8) Voting: (a) A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. Voting shall be oral, except
as otherwise provided by law, but shall be by written ballot if such written
vote is demanded by any shareholder present

2
<PAGE> 153
in person or by proxy and entitled to vote. Except as otherwise provided by
law, or the Articles of Incorporation, as amended, or these bylaws, action on a
matter is approved if the votes cast within the voting group favoring the
action exceed the votes cast within the group opposing the action.

(b) The holders of shares of Common Stock, $.01 par value, and the
holders of shares of Class A Common Stock, $.01 par value, shall be entitled to
vote as separate classes on any plan of merger or plan of consolidation of the
corporation, on any proposal to liquidate the corporation, on any proposal to
sell all or substantially all of the assets of the corporation not in the
ordinary course of business, on any proposed amendment to the Articles of
Incorporation affecting the relative rights of that class of stock, and on all
matters specified in the Colorado Corporation Code as requiring a separate
class vote.

(9) Waiver: Attendance of a shareholder of the corporation, either
in person or by proxy, at any meeting, either annual or special, shall
constitute waiver of notice of such meeting, except where a shareholder attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. A written
waiver of notice or manner of calling any such meeting signed by a shareholder
or shareholders entitled to such notice, whether before, at or after the time
stated therein, shall be equivalent to the giving of such notice. The
signatures of the shareholders in person or by proxy subscribed to the minutes
of any meeting shall be deemed to be a written waiver of notice hereinabove
provided for.

(10) Action Without Meeting: Any action which is required to or
which may be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

ARTICLE III
DIRECTORS

(1) Number: The number of Directors of this corporation shall be
thirteen; pursuant to the Articles of Incorporation, the holders of shares of
Common Stock, $.01 par value, will be entitled to elect nine Directors and the
holders of shares of Class A Common Stock, $.01 par value, will be entitled to
elect four Directors. In the event the number of Directors is decreased
(whether pursuant to an

3
<PAGE> 154
amendment to these bylaws or otherwise), such decrease will not change the term
of any Director then in office.

(2) Election: The Board of Directors shall be elected at the
annual meeting of the shareholders or at a special meeting called for that
purpose.

(3) Term: Each Director shall be elected to hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified.

(4) Removal and Resignation: Any Director may be removed at any
time, with or without cause, if the number of votes cast in favor of removal
exceeds the number of votes cast against removal at a meeting expressly called
for that purpose. Only the shareholders of the voting group that elected the
Director may participate in the vote to remove the Director. Any Director may
resign at any time by giving written notice to the President or to the
Secretary, and acceptance of such resignation shall not be necessary to make it
effective.

(5) Vacancies: Any vacancy occurring on the Board of Directors and
any directorship to be filled by reason of an increase in the size of the Board
of Directors shall be filled by the remaining directors though less than a
quorum of the Board of Directors, unless the remaining directors elect to call
a special meeting of the shareholders for the purpose of filling such vacancy.
If the vacancy is to be filled by directors, it shall be filled by the
affirmative vote of a majority of the directors elected by the same voting
group remaining in office or if the vacancy is to be filled by the
shareholders, only the holders of shares of that voting group shall be entitled
to vote to fill the vacancy. A director elected to fill a vacancy shall hold
office during the unexpired term of his predecessor in office. A director
elected to fill a position resulting from an increase in the Board of Directors
shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified.

(6) Meetings: A regular meeting of the Board of Directors shall be
held without other notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may, by
resolution, establish a time and place for additional regular meetings which
may thereafter be held without further notice. Special meetings of the Board
of Directors may be called by the Chief Executive Officer, President or any two
members of the Board of Directors. Any Director unable to participate in
person at any meeting of the Board

4
<PAGE> 155
of Directors shall be given the opportunity to participate by telephone.

(7) Notices: Two days' notice of special meetings shall be given
to each member of the Board of Directors by the Secretary, the President or the
members of the Board calling any meeting thereof. Any such notice shall state
the time and place of the special meeting and shall include a description of
the general nature of the business to be transacted at such special meeting and
no other business may be transacted at such special meeting.

Notices will be sent to each Director by (i) hand delivery, (ii)
express mail (or an overnight courier service such as Federal Express, Airborne
or DHL) addressed to each Director at the residence or usual place of business
of such Director as such may appear on the books of the corporation or (iii)
facsimile transmission to a facsimile machine at the residence or usual place
of business of any Director. Notice by hand delivery will be deemed to be given
when such notice is delivered to the Director, by express mail (or overnight
courier service) on the business day immediately following the day on which
such notice was deposited in the mails (or given to the courier) and by
facsimile when transmitted.

(8) Quorum: A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors, except as otherwise
specifically required by law. If less than such majority is present, the
director or directors present may adjourn the meeting from time to time without
further notice.

(9) Waiver: Attendance of a Director at a meeting shall constitute
a waiver of notice of such meeting, except where a Director attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A written waiver of notice or
manner of calling any such meeting signed by the Director or Directors entitled
to such notice, whether before, at or after the time stated therein, shall be
equivalent to the giving of such notice. The signatures of the Directors
subscribed to the minutes of any meeting shall constitute such a written waiver
of notice.

(10) Attendance by Telephone: Any director shall be deemed present
at a meeting of directors, and will be counted for quorum and voting purposes,
if that director is present by telephone, if he can hear the other directors
and

5
<PAGE> 156
if he can be heard by the other directors, throughout the meeting.

(11) Action Without Meeting: Any action which is required to or
which may be taken at a meeting of the Board of Directors may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors.

(12) Committees: The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it, provided that no such committee
shall have the power or authority to (i) authorize distributions, (ii) approve
or propose to shareholders action that the Colorado Business Corporation Act
requires to be approved by shareholders, (iii) fill vacancies on the board of
directors or on any of its committees, (iv) amend articles of incorporation,
(v) adopt, amend, or repeal bylaws, (vi) approve a plan of merger not requiring
shareholder approval, (vii) authorize or approve reacquisition of shares,
except according to a formula or method prescribed by the board of directors or
(viii) authorize or approve the issuance or sale of shares, or a contract for
the sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, provided that the
board of directors may authorize a committee or an officer to take the actions
described in this clause (viii) within limits specifically prescribed by the
Board. Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors.

No action taken by any such committee shall be valid unless taken at
a regular meeting or a special meeting for which adequate notice has been duly
given as described in Section (7) above, or waived by the members of such
committee. Any such notice for a special meeting shall include a description
of the general nature of the business to be transacted at such special meeting
and no other business may be transacted at such meeting. Any committee member
unable to participate in person at any meeting shall be given the opportunity
to participate by telephone.

6
<PAGE> 157
Each committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of each committee shall constitute a quorum for the
transaction of business by such committee, and the act of a majority of the
members of each committee present at a meeting at which a quorum shall be
present shall be the act of such committee.

Each member of a committee shall continue to act as such only so
long as he shall be a Director of the corporation. Until an Event Date (as
defined in the Shareholders Agreement), Investor (as defined in the
Shareholders Agreement) will be entitled to have at least one Investor Nominee
(as defined in the Shareholders Agreement) on each committee. For purposes of
these bylaws, "Shareholders Agreement" means the Shareholders Agreement dated
, 1994 among the corporation, Bell Canada International Inc., Glenn R. Jones
and Jones International, Ltd.

(a) EXECUTIVE COMMITTEE: The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate three Directors to act as
an Executive Committee. The Executive Committee will have no more than two
members who are officers of the corporation. The Executive Committee, except
as limited by law, the Articles of Incorporation, these Bylaws or resolution of
the Board, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation.

(b) AUDIT COMMITTEE: The Board may, by resolution adopted by a
majority of the whole Board, designate three Directors to act as an Audit
Committee of the Board. No officer of the corporation shall be a member of the
Audit Committee and at least two members will be Independent Directors (as
defined in the Shareholders Agreement). The Audit Committee shall (i) make
recommendations to the Board as to the independent accountants to be appointed
by the Board, (ii) review with the independent accountants the financial
statements of the corporation and the scope of their examination, (iii) receive
the reports of the independent accountants and meet with representatives of
such accountants for the purpose of reviewing and considering questions
relating to their examination and such reports, (iv) review, either directly or
through the independent accountants, the internal accounting and auditing
procedures of the corporation, (v) review related party transactions and (vi)
perform such other functions as may be assigned to it from time to time by the
Board.

7
<PAGE> 158
(c) COMPENSATION COMMITTEE: The Board may, by resolution adopted
by a majority of the whole Board, designate three Directors to act as a
Compensation Committee of the Board. No officer of the corporation other than
the Chief Executive Officer shall be a member of the Compensation Committee and
at least one member will be an Independent Director. The Compensation
Committee, or any subcommittee thereof established from time to time to satisfy
requirements of applicable law, shall (i) have and may exercise the powers and
authority of the corporation under any stock option or other incentive
compensation plan for employees of the corporation or any of its subsidiaries,
(ii) review and, where appropriate, approve the compensation of officers and
employees of the corporation and its subsidiaries and (iii) have such others
powers, authorities and responsibilities as are normally incident to the
functions of a compensation committee or as may determined by the Board.

(13) Chairman of the Board: The Directors may, at any regular or
special meeting, elect a Chairman of the Board of Directors. A Director
elected to fill this position shall hold office until the next annual meeting
of shareholders and until his successor shall have been elected and qualified.
When present, the Chairman of the Board shall preside at all shareholders' and
Directors' meetings. In connection with such meetings, the Vice Chairman of the
Board may act in the stead of the Chairman of the Board in case of the absence,
inability to act, or disability of the Chairman of the Board. In the event of
the absence, inability to act, or disability of both the Chairman of the Board
and the Vice Chairman of the Board, the President may act in their stead as
chairman of the meeting.

ARTICLE IV
OFFICERS

(1) Number and Election: The officers of the corporation shall be
a Chief Executive Officer, President, one or more Vice Presidents, a Secretary
and a Treasurer, who shall be elected by the Board of Directors to serve at the
pleasure of the Board of Directors. Such other officers as may be deemed
necessary may also be elected or appointed by the Board of Directors. The
Chief Executive Officer may appoint such assistant officers as he may deem
necessary. Any two or more offices may be held by the same person, except the
offices of President and Secretary.

(2) Chief Executive Officer: The Chief Executive Officer shall be
the senior executive of the corporation and shall have overall supervision of
the affairs of the corporation, and may assign duties and responsibilities to

8
<PAGE> 159
other officers of the corporation from time to time as such officer deems
appropriate.

(3) President: The President shall, subject to the control of the
Chief Executive Officer and of the Board of Directors, have general supervision
of the operations of the Corporation, and shall perform such duties and have
such responsibilities as the Chief Executive Officer or the Board of Directors
may, from time to time, assign. The Vice President may act in place of the
President in case of the absence, inability to act or disability of the
President. If there shall be more than one Vice President, their priority shall
be as from time to time determined by the Board of Directors or Executive
Committee. The President shall serve at the pleasure of the Board of
Directors.

(4) Vice President: The Vice President shall perform such duties
and have such responsibilities as the Chief Executive Officer of the Board of
Directors may, from time to time, assign. The corporation may have more than
one Vice President. The Vice President may act in the President's stead in
case of the absence, inability to act or disability of the President. If there
shall be more than one Vice President, their priority shall be as from time to
time determined by the Board of Directors or the Executive Committee. All Vice
Presidents shall serve at the pleasure of the Board of Directors.

(5) Secretary: The Secretary shall keep the minutes of all
meetings, have charge of the corporate seal and stock certificate book and in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the Chief Executive Officer or
by the Board of Directors. The Secretary shall serve at the pleasure of the
Board of Directors.

(6) Treasurer: The Treasurer shall have custody of all moneys and
securities of the corporation, shall keep regular books of account, and in
general perform all of the other duties incident to the office of treasurer and
such other duties as may, from time to time, be assigned by the Chief Executive
Officer or by the Board of Directors. The Treasurer shall serve at the
pleasure of the Board of Directors.

(7) Removal and Resignation: Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
corporation will be served thereby. Any officer may resign at any time by
giving written notice thereof to the Chief Executive Officer or the Secretary;
and acceptance of such resignation shall not be necessary to make it effective.

9
<PAGE> 160
(8) Compensation: Officers shall receive such compensation for
their services as may be authorized or ratified by the Compensation Committee
or the Board of Directors. Election of an officer shall not of itself create
contract rights to compensation for services performed as such officer.

ARTICLE V
STOCK

(1) Certificates: Certificates representing shares of the capital
stock of the corporation shall be in such form as may be approved by the Board
of Directors and shall be signed by the President, or the Vice President, and
by the Secretary or an Assistant Secretary. Such signatures may be facsimiles
if the certificate is countersigned by a transfer agent of the corporation or
registered by a registrar, other than the corporation itself or an employee
thereof. In case any officer whose facsimile signature has been placed on a
certificate has ceased to be such an officer before such certificate is issued,
such certificate may be issued with the same effect as if he were such officer
at the date of its issue. All certificates shall be consecutively numbered and
the names of the owners, the number of the shares and the date of issue shall
be entered on the books of the corporation. Each certificate representing
shares shall state upon the face thereof (a) that the corporation is organized
under the laws of the State of Colorado, (b) the name of the person to whom
issued and (c) the number of shares which such certificate represents.

(2) Transfers of Stock: The capital stock of the corporation shall
be subject to such valid restrictions on the transfer thereof as the Board of
Directors may by resolution determine prior to the issuance of the stock
subject to such restriction, to such restrictions as shall be agreed upon in
writing by all the persons owning or having subscribed for any shares of stock
in the corporation at the time of such written agreement, and to such
restrictions as the corporation and the person owning stock subject to such
restrictions may agree upon in writing. Any certificate representing shares of
stock subject to any such restriction or transfer shall have typed or printed
on the face thereof a statement that the shares of stock represented by such
certificate are subject to restrictions on their transfer and shall make
reference to the provisions of the restrictions and designate the agreement or
minutes of the Board of Directors in which all of the terms of the restrictions
may be found. A copy of such agreement or of the minutes of the meeting of the
Board of Directors shall be kept at the principal office of the corporation and
shall

10
<PAGE> 161
be open for the inspection of any shareholder at all reasonable times. Subject
to any restrictions which may be established as hereinbefore provided, the
shares of the capital stock of the corporation shall be transferable on the
books of the corporation only by the person named in the certificate, or his
attorney or legal representative, lawfully constituted and appointed in
writing, and upon surrender of the certificate therefor, in accordance with the
laws of the State of Colorado, now or hereafter in effect.

(3) Lost Certificates: The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, the Secretary or the transfer agent may, in his or its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificate of his legal
representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claims that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VI
SEAL

The Board of Directors may adopt a seal which shall have inscribed
thereon the name of the corporation and the words "SEAL" and "COLORADO" which,
when adopted, shall constitute the corporate seal of the corporation.

ARTICLE VII
FISCAL YEAR

The Board of Directors, by resolution, may adopt a fiscal year for
this corporation.

ARTICLE VIII
INDEMNIFICATION

(1) Advancement of Expenses: Expenses incurred by a person in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he or she is or was a director or officer of the corporation, for which
such

11
<PAGE> 162
director or officer may be entitled to indemnification under the corporation's
articles or incorporation, shall be paid by the corporation in advance of the
final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation, and upon satisfaction of any other requirements
of applicable law.

(2) Insurance: The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under applicable law.

ARTICLE IX

These bylaws may at any time and from time to time be amended,
altered or repealed by the Board of Directors; provided, however, that the
provisions of Article II, Section 8(b) relating to class voting shall not be
amended except upon the unanimous vote of all shareholders of the corporation.

12
<PAGE> 163
EXHIBIT G

(Form of Opinion of
Company Counsel)

(Closing Date)

Bell Canada International Inc.
1000, rue de la Gauchetiere - West
Bureau 1100
Montreal, Quebec
Canada H3B 4Y8

Dear Sirs:

I am Vice President/General Counsel of Jones Intercable, Inc., a
Colorado corporation (the "Company"), and have served as counsel for the
Company in connection with the preparation, execution and delivery of the Stock
Purchase Agreement dated as of April __, 1994 (the "Agreement") between the
Company and Bell Canada International Inc., a corporation incorporated under
the Canada Business Corporations Act (the "Purchaser"). Unless otherwise
defined herein, terms used herein shall have the meanings set forth in the
Agreement.

I have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Agreement, the Spacelink Agreement, the
Related Agreements, the certificate of incorporation, by-laws and resolutions
of the Board of Directors of the Company and such other documents, corporate
records, certificates of public authorities and other documents and instruments
as I have deemed necessary or advisable for the purpose of rendering the
opinions hereinafter expressed. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such documents. As to various
questions of fact material to the opinions hereinafter expressed, I have relied
upon the representations and warranties of the Company contained in the
Agreement, and certificates, representations and statements of officers of the
Company and its affiliates and of public officials. I have also assumed that
the representations and warranties of the Purchaser in the Agreement are true
and correct.
<PAGE> 164
On the basis of the foregoing, I am of the opinion that:

1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of Colorado and has all corporate powers
and all governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

2. The execution, delivery and performance by the Company of the
Agreement, the Spacelink Agreement and the Related Agreements, are within the
Company's corporate powers and have been duly authorized by all necessary
corporate action on the part of the Company. Each of the Agreement, the
Spacelink Agreement and the Related Agreements has been duly executed and
delivered by, and constitutes the valid and binding agreement of, the Company.

3. Except as listed on Schedule 3.3 of the Agreement, the
execution, delivery and performance by Company of the Agreement, the Spacelink
Agreement and the Related Agreements require no action of any Intercable Group
Entity by or in respect of, or filing by any Intercable Group Entity with, any
Governmental Authority organized within the United States of America, other
than any such action or filing as to which the failure to make or obtain would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company.

4. Except as listed on Schedule 3.4 of the Agreement, the
execution, delivery, and performance by the Company of the Agreement, the
Spacelink Agreement and the Related Agreements do not (i) violate (x) the
articles of incorporation or by-laws of the Company or (y) the articles of
incorporation, by-laws, partnership agreement or other organizational document
(as applicable) of any other Intercable Group Entity, (ii) violate any
applicable law, rule, regulation, judgment, injunction, order or decree, (iii)
require any consent or other action by any Person under, constitute a default
under, or give rise to any right of termination, cancellation or acceleration
of any right or obligation of any Intercable Group Entity under, or cause a
loss of any benefit to which such Intercable Group Entity is entitled under,
any agreement or other instrument binding upon any Intercable Group Entity or
any Franchise Agreement, license,

2
<PAGE> 165
permit or other similar authorization held by any Intercable Group Entity or
(iv) result in the creation or imposition of any Lien on any asset of any
Intercable Group Entity, except in the case of clauses (ii), (iii) and (iv), to
the extent that any such violation, failure to obtain any such consent or other
action, default, right, loss or Lien would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

5. Schedule A hereto accurately states as of the date hereof the
authorized capitalization of the Company and the number of shares of each class
of Capital Stock issued and outstanding, or reserved for issuance. All
outstanding shares of Capital Stock (including the Spacelink Shares) have been
duly authorized and validly issued, fully paid and non-assessable and have been
offered, issued, sold and delivered by the Company in compliance with
applicable federal and state securities laws. The Shares have been duly
authorized and, when the Purchase Price is paid to the Company as contemplated
by the Agreement, will be validly issued, fully paid and non-assessable. At
the Closing, the Company will transfer and deliver to Purchaser valid title to
the Shares, free and clear of any Lien.

6. Each Subsidiary identified as a corporation on Schedule 3.6 to
the Agreement is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation. Each Subsidiary identified as a
partnership on Schedule 3.6 to the Agreement is a partnership duly organized
and validly existing as a partnership under the laws of its jurisdiction of
organization. Each Subsidiary has all corporate or partnership powers, as the
case may be, and all governmental licenses, authorizations, permits, consents
and approvals required to carry on its business as now conducted, except for
those licenses, authorizations, permits, consents and approvals the absence of
which would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each Subsidiary of the Company is duly
qualified to do business as a foreign corporation or partnership and is in good
standing in each jurisdiction where such qualification is necessary, except for
those jurisdictions where failure to be so qualified would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

7. Except as disclosed in Schedule 3.13 to the Agreement or the
Current SEC Filings, to my knowledge, there are no claims, action, suits,
proceeding or investigations pending by or against or threatened against any
Intercable Group Entity or any of their respective businesses, properties
assets or any of the capital stock of any Intercable Group Entity at law or in
equity, before or by any Governmental Authority, which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect
or which in any manner challenges or

3
<PAGE> 166
seeks to prevent, enjoin, alter or materially delay the consummation of the
Transactions or the exercise by the Purchaser of the Control Option.

8. The (describe proxy/registration statement) (the
"Proxy/Registration Statement") (except for financial statements and schedules
included therein as to which I do not express any opinion) complies as to form
in all material respects with the Securities Act and the Exchange Act.

9. Each document incorporated by reference in the
Proxy/Registration Statement (except for financial statements and schedules
included therein as to which I do not express any opinion) complied when so
filed as to form in all material respects with the Exchange Act.

10. The Company has taken all action required by law, its articles
of incorporation and its by-laws or otherwise to (i) approve the Intercable
Proposals, (ii) approve and adopt the by-laws attached as Exhibit F to the
Agreement and (iii) increase the number of members of the Board of Directors of
the Company to 13. Schedule B hereto lists the persons that have been duly
designated to serve on the Board of Directors of the Company until the next
annual meeting of Shareholders.

I am a member of the Bar of the State of Colorado. I express no
opinion as to the laws of any jurisdiction other than Colorado or the federal
law of the United States.

Very truly yours,

4
<PAGE> 167
EXHIBIT H

(Form of Opinion of
Purchaser's Counsel)

(Closing Date)

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112

Dear Sirs:

We are General Counsel and Assistant General Counsel, respectively,
of Bell Canada International Inc., a corporation incorporated under the Canada
Business Corporations Act (the "Purchaser"), and have served as counsel for the
Purchaser in connection with the preparation, execution and delivery of the
Stock Purchase Agreement dated as of April __, 1994 (the "Agreement") between
Purchaser and Jones Intercable, Inc., a Colorado corporation (the "Company").
Unless otherwise defined herein, terms used herein shall have the meanings set
forth in the Agreement.

We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Agreement, of the Shareholders
Agreement, of the Supply and Services Agreement and the Secondment Agreement,
of the certificate of incorporation, by-laws and resolutions of the Board of
Directors of Purchaser and such other documents, corporate records,
certificates of public authorities and other documents and instruments as we
have deemed necessary or advisable for the purpose of rendering the opinions
hereinafter expressed. In our examination we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. As to various questions of
fact material to the opinions hereinafter expressed, we have relied upon the
representations and warranties of Purchaser contained in the Agreement, and
certificates, representations and statements of officers of Purchaser and its
affiliates and of public officials. We have also assumed that the
representations and warranties of the Company in the Agreement are true and
correct.
<PAGE> 168
On the basis of the foregoing, we are of the opinion that:

1. Purchaser is a corporation duly incorporated, validly existing
and in good standing under the laws of Canada and has all corporate powers and
all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.

2. The execution, delivery and performance by Purchaser of the
Agreement, the Shareholders Agreement and the Supply and Services Agreement and
the Secondment Agreement (the "Transaction Agreements") are within the
corporate powers of Purchaser and have been duly authorized by all necessary
corporate action on the part of Purchaser. Each of the Transaction Agreements
constitutes the valid and binding agreement of Purchaser.

3. The execution, delivery and performance by the Purchaser of this
Agreement require no action by Purchaser or in respect of, or filing by
Purchaser with, any governmental body, agency or official other than filings
under the Exchange Act and Exon-Florio and any other such action or filing as
to which the failure to make or obtain would not reasonably be expected to be,
individually or in the aggregate, material to the business, assets, results of
operations, properties or financial condition of the Company and its
Subsidiaries taken as a whole.

4. The execution, delivery and performance by the Purchaser of the
Transaction Agreements do not (i) violate the certificate of incorporation or
by-laws of Purchaser or (ii) violate any applicable law, rule, regulation,
judgment, injunction, order or decree or (iii) require any consent or other
action by any Person under, or constitute a default under, any agreement or
instrument binding upon the Purchaser, except, in the case of clauses (ii) and
(iii), to the extent that any such violation, failure to obtain any such
consent or take such other action would not reasonably be expected to be,
individually or in the aggregate, material to the business, assets, results of
operations, properties or financial condition of the Purchaser.

We are members of the Bar of the Province of Quebec. We express no
opinion as to the laws of any jurisdiction other than the Province of Quebec
and the Canada Business Corporations Act.

Very truly yours,

2
<PAGE> 169
EXHIBIT I

REPRESENTATIONS AND WARRANTIES
CONCERNING SPACELINK

The Company represents and warrants to the Purchaser:

1. Corporate Existence and Power. At the time the Spacelink
Transaction was consummated, Spacelink was (i) a corporation duly incorporated,
validly existing and in good standing under the laws of Colorado and had all
corporate powers and all governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted,
except for those licenses, authorizations, permits, consents and approvals the
absence of which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect and (ii) duly qualified to do
business as a foreign corporation and was in good standing in each jurisdiction
where such qualification was necessary, except for those jurisdictions where
failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has
heretofore delivered to the Purchaser true and complete copies of the articles
of incorporation and bylaws as in effect at the time the Spacelink Transaction
was consummated.

2. Corporate Authorization; Minute Books. (a) The execution,
delivery and performance by Spacelink of the Spacelink Agreement was within
Spacelink's corporate powers and was duly authorized by all necessary corporate
action on the part of Spacelink. The Spacelink Agreement constitutes a valid
and binding agreement of Spacelink.

(b) The Company has made available to the Purchaser true and
complete copies of all minutes of meetings and actions by consent of the board
of directors of Spacelink and any committees thereof. All actions taken by
Spacelink requiring action by its board of directors or shareholders have been
duly authorized or ratified by all necessary corporate action and are evidenced
in such minutes and consents.

(c) The Board of Directors of Spacelink, at a meeting duly called
and held and taking into account the unanimous recommendation of a special
committee of the Board of Directors as to the minority shareholders, has
unanimously (i) determined that the transaction contemplated hereby is fair to,
and in the best interest of, Spacelink's
<PAGE> 170
shareholders and (ii) resolved to recommend the Spacelink Proposals to the
shareholders of Spacelink. Spacelink further represents that Goldman Sachs &
Co. has delivered to the Board of Directors its written opinion that the number
of shares to be received by the minority shareholders of Spacelink pursuant to
the transactions contemplated hereby is fair to Spacelink's Minority
Shareholders. Spacelink has been advised that all of its directors who are
shareholders of Spacelink intend to vote in favor of the Spacelink Proposals.

3. Governmental Authorization. Assuming the accuracy of the
Purchaser's representations and warranties contained in Section 4.3 of the
Agreement, the execution, delivery and performance by Spacelink of the
Spacelink Agreement, and the consummation of the Spacelink Transaction, did not
require action of any Spacelink Group Entity by or in respect of, or filing by
any Spacelink Group Entity with, any Governmental Authority organized within
the United States of America, England or Spain other than (i) compliance with
any applicable requirements of the Exon-Florio Act, (ii) the actions and
filings listed on (Schedule 3.3) and (iii) any such action or filing as to
which the failure to make or obtain would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

4. Non-Contravention. The execution, delivery and performance by
Spacelink of the Spacelink Agreement, and the consummation of the Spacelink
Transaction, did not, at the time the Spacelink Transaction was consummated:

(i) violate (x) the articles of incorporation or by-laws of
Spacelink or (y) the articles of incorporation, by-laws, partnership
agreement or other organizational document (as applicable) of any other
Spacelink Group Entity,

(ii) assuming compliance with the matters referred to in Section 3
and the accuracy of Purchaser's representations and warranties contained in
Section 4.3 of the Agreement, violate any applicable law, rule, regulation,
judgment, injunction, order or decree,

(iii) except as set forth in Schedule 3.4 to Exhibit D and assuming
compliance with the matters referred to in Section 3 above, require any
consent or other action by any Person under, constitute a default under,
or give rise to any right of termination, cancellation or acceleration of
any right or obligation of any Spacelink Group Entity under, or cause a
loss of any benefit to which such Spacelink Group Entity is entitled
under, any agreement or other instrument

2
<PAGE> 171
binding upon any Spacelink Group Entity or any Franchise Agreement,
license, permit or other similar authorization held by any Spacelink
Group Entity, or

(iv) result in the creation or imposition of any Lien on any asset
of any Spacelink Group Entity,

except in the case of clauses (ii), (iii) and (iv), to the extent that any such
violation, failure to obtain any such consent or other action, default, right,
loss or Lien would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

5. Capitalization of Spacelink. At the time the Spacelink
Transaction was consummated: (a)

(i) Spacelink's authorized capital stock consists of (A)
220,000,000 shares of Class A Common Stock, par value $.01 per share
("Class A Common Stock"), of which 77,632,700 shares are issued and
outstanding (of which 65,976,148 shares are held by the JI Group) and
(B) 415,000 shares of Class B Common Stock par value $.01 per share (the
"Class B Common Stock"), all of which are issued and outstanding (all of
which are held by Jones International, Ltd); and

(ii) there are outstanding options to purchase an aggregate of
2,116,947 shares of Class A Common Stock of Spacelink and Spacelink
holds no shares of Class A Common Stock or Class B Common Stock in its
treasury.

(b) Except as set forth in paragraph (a) of this Section 5, there
were no outstanding (i) shares of capital stock or other voting securities of
Spacelink, (ii) securities of Spacelink convertible into or exchangeable for
shares of capital stock or voting securities of Spacelink, or (iii) except as
contemplated by the Spacelink Agreement, options or other rights to acquire
from Spacelink, or other obligation of Spacelink to issue, any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of Spacelink (the items in clauses (i), (ii) and
(iii) being referred to collectively as the "Outstanding Securities"). There
were no outstanding obligations of any Spacelink Group Entity to repurchase,
redeem or otherwise acquire any Outstanding Securities.

(c) All outstanding shares of capital stock of Spacelink had been
duly authorized and validly issued, fully paid and non-assessable and had been
offered, issued, sold and delivered by Spacelink in compliance with applicable
federal and state securities laws.

3
<PAGE> 172
(d) To the knowledge of the Company, there were no voting trusts,
shareholder agreements or any other agreements or understandings with respect
to the voting of any shares of capital stock of Spacelink other than those so
created by the articles of incorporation and by-laws of Spacelink.

6. Subsidiaries. All Subsidiaries of Spacelink at the date the
Agreement was executed, and their respective jurisdictions of incorporation or
organization (as applicable), are identified on Schedule 3.6.

7. Financial Statements. The audited and unaudited interim
consolidated financial statements of Spacelink included in the SEC Documents
fairly present, in all material respects and in conformity with generally
accepted accounting principles (except as permitted by Form 10-Q) applied on a
consistent basis (except as may be indicated in the notes thereto), the
consolidated financial position of Spacelink and its consolidated subsidiaries
as at the date thereof and the consolidated results of operations,
stockholders' equity and cash flows for the periods then ended (subject to
normal year end audit adjustments in the case of unaudited interim financial
statements).

8. Directors and Officers. Schedule 3.21 identifies all directors
and officers of Spacelink at the date of the Agreement. None of such directors
or officers has indicated to an officer of the Company that he or she intends
to resign or retire within one year after the Closing Date as a result of the
Transactions or the exercise by Purchaser of the Control Option.

9. Definitions. (a) For purposes of this Exhibit I, the following
terms have the following meanings:

"Material Adverse Effect" means a material adverse effect on the
condition (financial or otherwise), business, assets or results of operations
of Spacelink.

(b) All other capitalized terms used but not defined herein have
the meanings set forth in the Stock Purchase Agreement (the "Agreement") dated
as of May 31, 1994 between Bell Canada International Inc. and Jones Intercable,
Inc.

4
<PAGE> 173
EXHIBIT J

SPACELINK COVENANTS

1. Stockholder Meetings; Proxy Material. (a) Spacelink will cause
a meeting of its stockholders to be duly called and held as soon as reasonably
practicable for the purpose of voting on the approval of the following matters
(the "Spacelink Proposals"):

(i) a proposal to approve (x) the acquisition by the Company of
substantially all of the assets of Spacelink in exchange for the Spacelink
Shares and the assumption by the Company of all liabilities of Spacelink,
(y) the dissolution of Spacelink and (z) the distribution by
Spacelink to its shareholders of all of the shares of Capital Stock then
held by Spacelink, in each case as contemplated by the Spacelink
Agreement, and

(ii) a proposal to approve the Alternative Transaction (as defined
in the Transaction Agreement).

The Directors of Spacelink will, subject to their fiduciary duties as advised
by counsel, recommend approval of the Spacelink Proposals by Spacelink's
stockholders.

(c) In connection with such meetings, Spacelink (i) will promptly
prepare and file with the SEC, will use its reasonable efforts to have cleared
by the SEC and will thereafter mail to its stockholders as promptly as
practicable a joint proxy statement/prospectus and all other proxy materials
for such meeting, (ii) will use its reasonable efforts to obtain the necessary
approvals by its stockholders of the matters submitted for approval to such
stockholders and (iii) will otherwise comply with all legal requirements
applicable to such meeting.

(d) Spacelink will not file, amend or supplement any SEC
Transaction Document without prior consultation with the Purchaser and its
counsel. Spacelink shall notify the Purchaser promptly of the receipt by
Spacelink of any comments from the SEC for amendments or supplements to any SEC
Transaction Document or for additional information and will supply the
Purchaser with copies of all correspondence between the Company or, to the
extent available to Spacelink and its representatives, on the one hand, and the
SEC or the members of its staff or any other governmental officials, on the
other hand, with respect to any SEC Transaction Document.
<PAGE> 174
2. Conduct Prior to Closing of the Spacelink Group Entities. (a)
From the date hereof until the Spacelink Closing Date, Spacelink shall, and
will cause each of the other Spacelink Group Entities to, conduct its
businesses in the ordinary course consistent with past practice and to use its
reasonable efforts to preserve intact its business organizations and
relationships with third parties and to keep available the services of its
present officers and employees.

(b) Without limiting the generality of paragraph (a) above, from
the date hereof until the Closing Date, Spacelink will not, and will not permit
any Spacelink Group Entity to, take or agree to take any action that would
knowingly make any representation and warranty set forth in Article 3 of the
Spacelink Agreement inaccurate in any respect at, or as of any time prior to,
the Spacelink Closing Date. The Purchaser will not take or agree to take any
action that would knowingly make any representation and warranty set forth in
Article __ inaccurate in any respect at, or as of any time prior to, the
Spacelink Closing Date.

(c) From the date hereof until the Closing, Spacelink will
regularly advise and consult with the Purchaser as to the business of the
Spacelink Group Entities, which consultation will include the review of (i)
strategic, operating and financial plans, including plans for acquisitions and
sales of cable television systems (both as they relate to Partnership Systems
and Owned Systems), (ii) equity, debt, joint venture and other financing
strategies, (iii) business plans for operations, marketing and technology
deployment and (iv) personnel, compensation and related policy decisions. From
the date hereof until the Closing, the Company will deliver to the Purchaser
copies of any agreements described in Section 3.14 of the Spacelink Agreement
that are entered into by a Spacelink Group Entity after the date hereof.

(d) As soon as available, Spacelink shall furnish the Company with
a consolidated balance sheet and related consolidated statements of income,
stockholders' equity and cash flows for (i) all fiscal quarters ending after
November 30, 1993 but prior to the Spacelink Closing Date, and (ii) when
available, for the fiscal year ended May 31, 1994. All such financial
statements will be (and will be accompanied by a statement by the Chief
Financial Officer of Spacelink that, in the opinion of management of Spacelink
such financial statements have been) prepared in accordance with generally
accepted accounting principles applied on a basis consistent with the audited
financial statements of Spacelink at, and for the period ended, May 31, 1993,
will fairly present, in all material respects and in conformity with generally
accepted accounting principles applied on a

2
<PAGE> 175
consistent basis (except as may be indicated in the notes thereto), the
consolidated financial condition, results of operations, stockholders' equity
and cash flows for the applicable periods then ended (subject to normal
year-end audit adjustments in the case of any unaudited interim financial
statements).

(e) As soon as available and in any event within 20 calendar days
after the end of each monthly accounting period ending prior to the Closing,
Spacelink shall furnish the Company with a management report with respect to
operating revenues, operating expenses, capital expenditures and related
information in such detail as such management report is prepared for the use of
the management of Spacelink, consistent with past practice.

(f) Purchaser acknowledges that prior to the date hereof certain
services have been provided by the Spacelink Group Entities to the JI Group
Entities, and by the JI Group Entities to the Spacelink Group Entities.
Purchaser agrees that the services described in the Spacelink Proxy Statement
may continue to be provided during the period from the date hereof to the
Spacelink Closing Date, on terms and conditions consistent with past practice.
Except for transactions described in the immediately preceding sentence or
contemplated by the Spacelink Agreement or the Stock Purchase Agreement,
Spacelink agrees that neither it nor any Spacelink Group Entity will engage in
any material transaction, or enter into any material agreement, with any JI
Group Entity unless the terms of such transaction are fully and fairly
disclosed to, and approved by, Purchaser.

3. Access to Information. (a) From the date hereof until the
earlier of the Spacelink Closing Date or the termination of the Spacelink
Agreement, Spacelink will (i) give, and will cause each other Spacelink Group
Entity to give, the Purchaser and BCI and their respective counsel, financial
advisors, auditors and other authorized representatives (the "Authorized
Representatives") full access to the offices, properties, books and records of
the Spacelink Group Entities, (ii) furnish, and will cause each other Spacelink
Group Entity to furnish, to the Authorized Representatives such financial and
operating data and other information as such Persons may reasonably request and
(iii) instruct the employees, counsel and financial advisors of the Spacelink
Group Entities to cooperate with such Authorized Representatives in their
investigation of the Spacelink Group Entities.

(b) Any investigations described in paragraph (a) by the Authorized
Representatives will be conducted so as not to unreasonably disrupt the
business operations of any Spacelink Group Entity, as the case may be. No

3
<PAGE> 176
investigation by the Authorized Representatives or other information received
by the Authorized Representatives shall operate as a waiver or otherwise affect
any representation, warranty or agreement given or made under the Spacelink
Agreement.

4. Notices of Certain Events. From the date hereof until the
earlier of the Spacelink Closing Date or the termination of the Spacelink
Agreement, Spacelink and the Purchaser shall promptly notify each other of:

(i) any notice or other communication from any Person alleging that
the consent of such Person is or may be required in connection with
any of the Transactions or the exercise by BCI of the Control Option;

(ii) any notice or other communication from any Governmental
Authority in connection with any of the Transactions or the exercise
by BCI of the Control Option;

(iii) any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against, relating to or
involving or otherwise affecting any Spacelink Group Entity, or the
Purchaser, as applicable, that, if pending on the Closing Date, would
be required to be disclosed pursuant to Section 3.13 of the Spacelink
Agreement, as applicable, or that relate to the consummation of the
Transactions or the exercise by BCI of the Control Option; and

(iv) any other material adverse developments affecting the business
of Spacelink, other than developments affecting the cable television
industry generally.

5. Reasonable Efforts. (a) Subject to the terms and conditions
of the Spacelink Agreement, each of the Purchaser and Spacelink will use their
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary or desirable under applicable laws and
regulations to satisfy the conditions to the other party's obligations under
the Spacelink Agreement, as the case may be. The Purchaser and Spacelink agree
to execute and deliver such other documents, certificates, agreements and other
writings and to take such other actions as may be necessary or desirable in
order to consummate or implement expeditiously the Spacelink Transaction in
accordance with the terms of the Spacelink Agreement.

(b) Spacelink and the Purchaser shall cooperate with one another
(i) in determining whether any action by or

4
<PAGE> 177
in respect of, or filing with, any governmental body, agency, official or
authority is required, or any actions, consents, approvals or waivers are
required to be obtained from parties to any material contracts, in connection
with the consummation of the Spacelink Transaction and (ii) in taking such
actions or making any such filings, furnishing information required in
connection therewith and seeking to obtain any such actions, consents,
approvals or waivers in a timely manner.

6. Public Announcements. Spacelink and the Purchaser agree to
consult with each other before issuing (or allowing their Affiliates or
Subsidiaries to issue) any press release or making any public statement with
respect to any of the Transactions and, except as may be required by applicable
law or any listing agreement with any national securities exchange, will not
issue any such press release or make any such public statement prior to such
consultation.

7. Other Offers. (a) From the date hereof until the earlier of
the Spacelink Closing Date or the termination of the Spacelink Agreement, no
Restricted Person will, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) subject, in the case of
the Company, to the fiduciary duties of the Board of Directors under applicable
law as advised by counsel to the Company, with a view to pursuing an
Acquisition Proposal with any Person (x) engage in negotiations with, or (y)
disclose any nonpublic information relating to any Spacelink Group Entity to,
or (z) afford access to the properties, books or records of any Spacelink Group
Entity to, any such Person. From the date hereof until the earlier of the
Spacelink Closing Date or the termination of the Spacelink Agreement, Spacelink
will promptly notify the Purchaser after receipt by a Restricted Person of (A)
any Acquisition Proposal or (B) actual notice that any person is giving serious
consideration to making an Acquisition Proposal or (C) any request for
nonpublic information relating to any Spacelink Group Entity or for access to
the properties, books or records of any Spacelink Group Entity by any person
that has made, or a Restricted Person reasonably believes is considering
making, an Acquisition Proposal and will keep the Purchaser fully informed of
the status and details of any such Acquisition Proposal, notice or request.
Nothing in this Section 8 shall prevent a Restricted Person from discussing,
negotiating and otherwise pursuing transactions contemplated by Section 3.

8. BCI. Spacelink acknowledges that it has reviewed the Stock
Purchase Agreement, including Section 5.4

5
<PAGE> 178
thereof, and that Purchaser has agreed to furnish to BCI information provided
by Spacelink to Purchaser hereunder.

9. Definitions. (a) For purposes of this Exhibit K, the
following terms have the following meanings:

"Acquisition Proposal" means a bona fide offer or proposal for, or
indication of interest in, a merger or other business combination involving
Spacelink or any other Spacelink Group Entity or the acquisition of any equity
interest in, or a substantial portion of the assets of, any Spacelink Group
Entity, other than the Spacelink Transaction.

"BCI" means Bell Canada International Inc., a Canadian corporation.

"Purchaser" means Jones Intercable, Inc., a Colorado corporation.

"Restricted Persons" means any Spacelink Group Entity and their
respective officers, directors, employees or other agents.

"SEC Documents" means all registration statements, reports and proxy
statements required to be filed by Spacelink or any other Spacelink Group
Entity under the Securities Act and the Exchange Act.

"Spacelink Proxy Statement" means the proxy statement dated November
19, 1993 of Spacelink prepared in connection with the Notice of Annual Meeting
of Shareholders of Spacelink to be held on December 21, 1993.

(b) All other capitalized terms used but not defined herein have
the meanings set forth in the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of ___________, 1994 between Bell Canada International
Inc. and Jones Intercable, Inc.

6
<PAGE> 179
EXHIBIT K

SECONDMENT AGREEMENT

Dated as of (Closing Date), 1994

Between BELL CANADA INTERNATIONAL INC.

and

JONES INTERCABLE, INC.

SECONDMENT AGREEMENT made and entered into as of (Closing Date), 1994, between
Bell Canada International Inc. ("BCI"), a Canadian corporation, and Jones
Intercable, Inc. ("Jones"), a Colorado corporation. WHEREAS Jones is in the
business of providing cable television service, which is to include fixed wire
telecommunications services, in the United States of America and desires to
have the benefit of the experience, knowledge, trained personnel and
supervision capabilities of BCI by way of the secondment of certain personnel;
and
WHEREAS BCI has agreed, so far as it is able, to provide or procure the
provision of such personnel upon the terms and conditions hereafter contained.

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

In this Agreement unless the context otherwise requires, the following
terms shall have the meaning set opposite, namely:

"Affiliate(s)" An affiliate of a specified person is any person
directly or indirectly controlling, controlled by
or under common control with the specified
person;

"Agreement" this Agreement, including its recitals and
appendix, as amended from time to time;

"Business Day" any day other than a Saturday, a Sunday, or a day
on which commercial banks are authorized to
close in Montreal, Canada or Denver, Colorado;

<PAGE> 180
"Employment Costs" the actual costs directly incurred by BCI or any
Affiliate thereof, as the case may be, in respect
of the employment of each seconded employee,
including but not limited to, the salary,
benefits, bonuses, payroll and payroll related
taxes, employer's pension contributions,
subsistence and/or other allowances, private
health scheme contributions and any relocation or
expatriate costs, plus all reasonable
administrative expenses relating thereto;

"Intellectual Property" patents, copyrights, designs, know-how and other
intellectual property rights which are
protectable at law, whether registered or
unregistered and including applications for any
of the same;

"Shareholders Agreement" the Shareholders Agreement dated the date hereof
among Glenn R. Jones, Jones International, Ltd,
BCI (and Jones Spacelink, Ltd) in respect of
Jones;

The expression "person" as used herein includes any individual,
corporation, company, partnership or other entity. The singular includes
the plural and vice versa. All terms used herein and not otherwise defined
shall have the meaning ascribed thereto in the Shareholders Agreement.

References herein to clauses shall be taken as referring to clauses in
this Agreement. Headings to clauses are for information only and shall
not affect the construction or interpretation of this Agreement.

Where any obligation in this Agreement is expressed to be performed by any
Affiliate of BCI, then BCI shall procure that any such obligation be
performed and observed by such Affiliate on the terms and conditions set
out hereafter and shall be liable for any failure to do so as if the same
were obligations of BCI.

2. SECONDMENT SERVICES

2.1. BCI shall have the right to second an agreed number of
qualified personnel of BCI or any Affiliate thereof, at
appropriate levels of responsibility into various business
disciplines of Jones (collectively, the "Secondment
Services"). More particularly, without restricting the
generality of the foregoing, BCI shall have the right to
second persons for up to 10 positions. Such positions shall
be mutually agreed from time to time by BCI and Jones and
shall initially include the positions described in Schedule A
attached hereto;

<PAGE> 181
2.2. Subject to the terms and conditions of Clause 2.1, the parties
acknowledge and agree that:

2.2.1 BCI and Jones shall collaborate on the purpose, scope
and expected duration of the secondment of personnel
and the identity of the employees to be seconded and
BCI shall provide such information regarding the
Employment Costs and terms and conditions of
employment relating to such employees as Jones may
reasonably require;

2.2.2 One (1) of the employees to be seconded to Jones will
interface with Jones Financial Group, Inc. to
identify and pursue investment opportunities for
Jones;

2.2.3 Each seconded employee shall remain an employee of
BCI or any Affiliate thereof, as the case may be, and
notwithstanding any provision of this Agreement,
nothing herein shall make any such employee an
employee of Jones provided, however, that each
seconded employee shall be managed by Jones, shall
perform such duties and provide such services at
such times and at such places as Jones may from time
to time reasonably require, shall carry out such
reasonable directions as may be given to him or her
from time to time by Jones and shall act in
accordance with and subject to the reasonable
instructions of Jones;

2.2.4 Subject to the terms and conditions of Clause 2.3 of
this Agreement, BCI shall itself, or, as the case may
be, shall procure, that any Affiliate of BCI shall,
in relation to each seconded employee, pay such
employee's Employment Costs;

2.2.5 Jones shall take the same degree of care in respect
of such seconded employee as if he or she were an
employee of Jones and, in any event, no greater than
required by applicable laws of the United States of
America;

2.2.6 BCI shall have the right upon reasonable notice to
inspect during normal business hours the working
environment of a seconded employee;

2.2.7 BCI or the relevant Affiliate of BCI shall retain the
absolute right to discipline and dismiss any seconded
employee and Jones shall not and shall not purport to
exercise any such right, provided that at any time
Jones may require BCI to procure that any seconded
employee cease to provide services to Jones and
leave any premises owned or occupied by Jones if
Jones in its reasonable discretion believes that the
seconded employee has committed any act or omission
which would entitle Jones to dismiss such employee
had he or she been employed by Jones on the terms
and conditions under which he or she is employed by
BCI or a BCI Affiliate, or if Jones in its reasonable
discretion believes that such employee has conducted
himself or herself in a manner which is contrary to
or otherwise not in the best interest of Jones;

<PAGE> 182
2.2.8 If Jones requires that any seconded employee cease
providing services to Jones during the duration of
secondment in accordance with Clause 2.2.7 of this
Agreement, or if any such employee is unable due to
illness, accident or other incapacity to perform his
or her duties, BCI shall use all reasonable
endeavours to provide a substitute employee, but
shall be under no obligation to do so. Jones shall
provide BCI with all reasonable assistance as is
necessary to enable the disciplinary process of BCI
or the relevant Affiliate of BCI to operate in
respect of any seconded employee.

2.2.9 To the extent that such employees are not covered by
an equivalent policy of BCI or the relevant Affiliate
of BCI (and that the cost thereof is not included in
Employment Costs of such employee), Jones shall
ensure that all seconded employees are insured in
the same manner as its own employees in comparable
positions against all insurable risks (other than
insurance which, by its terms or by law, is not
available to persons who are not employees) arising
while any seconded employee is attending at the
premises or other facilities of Jones pursuant to
this Agreement;

2.3. Jones shall reimburse BCI or any Affiliate thereof, as the
case may be, within 30 days of the date of BCI's or its
Affiliate's invoice, all Employment Costs in respect of each
seconded employee appointed in accordance with Clause 2 of
this Agreement, calculated and apportioned on a daily basis.
Such invoices shall be submitted to Jones on a monthly basis;

2.4. BCI shall use its best endeavours to notify Jones, not less
than 30 days prior to the implementation thereof, of any
change in the Employment Costs of any seconded employee (and
the effective date thereof) during the period of secondment
and thereafter the amounts payable by Jones under Clause 2.3
shall be adjusted accordingly. Jones shall have the right to
require BCI to procure that any seconded employee cease to
provide services to Jones in the event that the Employment
Costs of such employee have substantially increased beyond
those originally contemplated under Clause 2.2.1. BCI shall
use all reasonable endeavours to provide a substitute
employee, but shall not be under any obligation to do so;

2.5. Each party will ensure that it keeps accurate records of the
amounts charged and paid (including the method of calculation)
pursuant to Clauses 2.3 and 2.4 and, at the other's expense,
will allow the other all reasonable access thereto.

2.6. Jones may within 60 days of the end of each full year of this
Agreement or, if earlier, within 60 days of termination of
this Agreement require that the Employment Costs charged to
Jones in relation to employees seconded pursuant to Clause 2.1
during the preceding year be subject to audit in order to
establish whether the Employment Costs of such seconded
employees have been

<PAGE> 183
calculated correctly. Such audit shall be carried out by the
auditors of BCI (the "Auditors") in accordance with Canadian
generally accepted accounting principles. The parties shall
give the Auditors all reasonable assistance. If the Auditors
shall reasonably determine that the amounts charged to Jones
exceeded by five percent (5%) the actual relevant Employment
Costs, then BCI shall, or shall procure that the relevant
Affiliate of BCI shall, repay any excess to Jones. Where the
Auditors determine that the amounts so charged exceeded such
Employment Costs by five percent (5%), the reasonable
professional costs of the Auditors shall be borne by BCI,
failing which the professional costs of the Auditors shall be
borne by Jones.

3. INTELLECTUAL PROPERTY

Any Intellectual Property developed or created by any employee of BCI or
any Affiliate thereof, while on secondment to Jones which directly relates
to or concerns the business of Jones from time to time, shall confer on
Jones the same rights in respect thereof as would have accrued to Jones
had the relevant employee been in the employment of Jones at the relevant
time. BCI shall use its reasonable efforts to procure that the said
employee shall at the written request and expense of Jones do all things
which, in the reasonable opinion of Jones, may be necessary or desirable
to vest all such Intellectual Property in favour of Jones. Any other
Intellectual Property developed or created by an employee shall belong at
all times to that person's employer.

4. LIABILITY CLAUSE

4.1. BCI shall ensure that and shall procure that BCI's
Affiliate(s) ensure that the Secondment Services shall be
provided by BCI or any Affiliate thereof, as the case may be,
or any such seconded employee with reasonable care and skill
and shall be of a standard normally adopted and practiced by
BCI or the relevant Affiliate of BCI or expected of such
employees with respect to its own business and affairs,
provided that, (i) BCI and the relevant Affiliates of BCI
shall not be liable on account of anything done by them or
any seconded employee in good faith in accordance with or
pursuant to the direction of Jones, and (ii) neither BCI nor
any Affiliate thereof, shall be liable to Jones for any error
of judgment or for any loss suffered by Jones in connection
with the subject matter of this Agreement (howsoever any such
loss may have occurred) unless such loss arises from gross
negligence, bad faith, fraud, intentional misconduct or
willful default in the performance or non-performance by BCI
or any Affiliate thereof or any seconded employee of its
obligations or duties under or pursuant to the terms of this
Agreement.

4.2. Each party shall be liable hereunder only for direct damages
incurred by the other and in no event shall either party be
liable for any consequential or indirect damages.
<PAGE> 184
5. ASSIGNMENT

6. WAIVER

7. NO PARTNERSHIP

Nothing in this Agreement shall constitute either party as partner, agent
or representative of the other. Neither BCI nor any Affiliate of BCI nor,
unless otherwise agreed to, any employee seconded to or providing services
to Jones hereunder shall have any authority to negotiate, enter into or
amend or terminate contracts on behalf of Jones.

8. NOTICES

(a) in the case of a letter sent by post, 48 hours after posting and in
the case of a letter delivered personally upon delivery to the
relevant addressee;

(b) in the case of facsimile on the date on which the facsimile is
transmitted by the sender:

(i) to BCI: 1000 de la Gauchetiere Street West
Suite 1100
Montreal, Quebec H3B 4Y8
Facsimile: (514) 392-2342
Attention: General Counsel
<PAGE> 185
(ii) to Jones: 9697 East Mineral Avenue
Englewood,Colorado 80155-3309
U.S.A.
Facsimile: (303) 799-1644
Attention: General Counsel

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado, without regard to the conflicts of law
rules of such State.

10. TERM AND TERMINATION

This Agreement shall be effective on the date first above written and
shall terminate on the Event Date.

ii. ENTIRE AGREEMENT

This Agreement consists of these terms and conditions thereto and
supersedes all proposals, oral or written, and all negotiations,
conversations or discussions heretofore had betwcen the parties in
relation to the subject matter of this Agreement. No understandings or
agreements, verbal or otherwise, exist between the parties except as
herein expressly set out.

12. NON-SOLICITATION

Jones agrees not to enter into any agreement or arrangement, directly
or indirectly, written or verbal with any consultant, agent, employee or
independent contractor of BCI or any Affiliate thereof who provides
services directly to Jones hereunder for a period of thirty (30) months
following his or her completion of such services, unless authorized in
advance by BCI in writing.

13. SEVERABILITY

<PAGE> 186
BELL CANADA INTERNATIONAL INC. JONES INTERCABLE, INC.

By: ______________________ By: ________________________

Name: ______________________ Name: ________________________

Title: ______________________ Title: ________________________
<PAGE> 187
SCHEDULE "A"

Subject to the mutual agreement of BCI and Jones, and subject to changing
business conditions, the following positions are currently contemplated for BCI
secondees:

Engineering/technical: At least four fairly senior positions to assist in
network design, telephony architecture, and project management:

Vice President of Network Development, reporting to Group
VP/Technology, Chris Bowick.

Two Senior Engineering positions, to work in conjunction with
Intercable engineering personnel and the VP of Network Development.

Director of Technical Education, reporting to Intercable's Group
VP/Human Resources, Ray Vigil.

System Engineers, reporting to System General Managers or System
Engineers, from time to time in Intercable's larger systems.

Regulatory: A regulatory affairs director would be responsible for Intercable's
dealings with local municipalities and the state Public Utility Commissions,
with the goal of obtaining the ability to offer telephony in Intercable's local
marketplaces:

Director of Regulatory Affairs, reporting to Group VP/Marketing or
President, depending upon qualifications and fit.

Operations: Positions in the areas of new business development (especially
telephony) both at the corporate office and in a few of Intercable's larger
operations. The position at the corporate office will work with the Director
of Regulatory Affairt; in the pursuit of telephony products:

Director of New Business/Telephony Development, reporting to Group
VP/Marketing or President, depending upon qualifications and fit.

Manager(s) of New Business/Telephony Development, reporting to System
General Managers in Alexandria, Albuquerque, Chicago.

Marketing: Positions in marketing research and implementation:

Senior Research Analyst, reporting to the Group VP/Marketing.

Finance: A person in finance, with responsibilities running from
assisting in bank relations, acquisition and disposition due diligence
and analysis, coordination with Jones Financial Group, Inc., and cash
management:
<PAGE> 188
Assistant Treasurer/Director of Finance, reporting to Group
VP/Finance, Kevin Coyle.

Management Information Systems: MIS individuals with billing systems
experience, with a special emphasis on telephony operations:

Senior Information Systems Specialists (2), reporting to either the
President of Intercable's MIS company or one of his direct reports.

<PAGE> 1

TRANSACTION AGREEMENT

AGREEMENT dated as of May 31, 1994 among Glenn R. Jones, a resident
of Colorado ("Jones"), Jones International, Ltd., a Colorado corporation
("International"), Bell Canada International Inc., a Canadian corporation
("Investor") and Jones Spacelink, Ltd. ("Spacelink").

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Definitions. (a) Terms defined in the Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of the date hereof between
Investor and Jones Intercable, Inc. (the "Company") and not otherwise defined
herein have, as used herein, the respective meanings provided for in the Stock
Purchase Agreement.

(b) The following additional terms, as used herein, have the
following meanings:

"Additional Investments" means the investments by Investor in
Education, Lightwave and Entertainment contemplated by (i) the Stock Purchase
Agreement dated as of the date hereof between Investor and Education, (ii) the
Securities Purchase Agreement dated as of the date hereof between Investor and
Lightwave and (iii) the Stock Purchase Agreement dated as of the date hereof
between Investor and Entertainment.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority (whe-
ther by opinion, order, policy statement or other similar documents), or any
directive of any Governmental Authority.

"Education" means Jones Education Networks, Inc., a Colorado
corporation.

"Entertainment" means Jones Entertainment Group, Ltd., a Colorado
corporation.
<PAGE> 2
"Existing Option" means the option to purchase 200,000 shares of
Common Stock granted by the Company to Jones on March 11, 1993 pursuant to the
1992 Stock Option Plan of the Company.

"Lightwave" means Jones Lightwave, Ltd., a Colorado corporation.

"Option Agreements" means the Option Agreements entered into on the
Closing Date, as contemplated by the terms of this Agreement.

"Optioned Shares" means either (I) in the event the Spacelink
Transaction is consummated, (x) the 193,160 shares of Common Stock to be
received by Jones pursuant to the Spacelink Transaction, the 25,000 shares of
Common Stock owned by Jones and the 200,000 shares of Common Stock to be
purchased by Jones upon exercise of the Existing Option and (y) the 2,029,821
shares of Common Stock to be received by International pursuant to the
Spacelink Transaction and the 202,769 shares of Common Stock owned by
International, or (II) in the event the Alternative Transaction is consum-
mated, (x) the 2,859,240 shares of Common Stock owned by Spacelink, (y) the
25,000 shares of Common Stock owned by Jones and the 200,000 shares Common
Stock to be purchased by Jones upon exercise of the Existing Option and (z) the
202,769 shares of Common Stock owned by International.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Spacelink Class A Common Stock" means the Class A Common Stock, par
value $0.01 per share, of Spacelink.

"Spacelink Class B Common Stock" means the Class B Common Stock, par
value $0.01 per share, of Spacelink.

"Spacelink Stock" means the Spacelink Class A Common Stock and the
Spacelink Class B Common Stock.

Acquisition Proposal 4.2
Alternative Transaction 2.2

2
<PAGE> 3
Alternative Transaction Notice 2.2
Material Sale Transaction 4.3
Newco 2.1
Newtrust 2.1
Restricted Persons 4.2
Ruling Request 2.2

ARTICLE 2

THE CONTROL OPTION

2.1. Agreement to Grant and Purchase the Control Option. Unless an
Alternative Transaction Notice is delivered pursuant to Section 2.2(a):

(a) International will (i) organize a corporation under the laws of
the state of Delaware having a certificate of incorporation in the form
attached as Exhibit C hereto ("Newco"), (ii) contribute to Newco all of the
Optioned Shares owned by it in exchange for all of the shares of common stock
of Newco and (iii) cause Newco to grant to Investor (or its agent) an option to
purchase such Optioned Shares pursuant to the terms and conditions of the
Option Agreement attached hereto as Exhibit A;

(b) Jones will (i) organize a business trust under the laws of the
state of Delaware having governance provisions substantially similar to Newco
("Newtrust"), (ii) exercise the Existing Option, (iii) contribute to Newtrust
all of the Optioned Shares owned by him in exchange for all of the residual
beneficial interests in Newtrust and (iv) cause Newtrust to grant to Investor
(or its agent) an option to purchase such Optioned Shares pursuant to the terms
and conditions of the Option Agreement attached hereto as Exhibit A (with such
modifications to Article V thereof as are necessary to reflect the fact that
Newtrust is a business trust); and

(c) Investor will purchase at the Closing, or cause its agent to
purchase, from each of Newco and Newtrust options to purchase the Optioned
Shares pursuant to the terms and conditions of the Option Agreements, in each
case for an amount in cash equal to $19.00 per Optioned Share.

2.2. Alternative Transaction. (a) An Alternative Transaction
Notice will be in writing and delivered to all parties hereto and may be
delivered by Jones or Investor in the following circumstances:

(i) by Jones at any time,

3
<PAGE> 4
(ii) by Investor at any time after December 15, 1994, or

(iii) by Investor at any time after the request for a private
letter ruling submitted by Spacelink, Intercable, Jones and
International and dated May 31, 1994 (the "Ruling Request") is
withdrawn or the Internal Revenue Service indicates that it is likely
it will not grant the relief sought in the Ruling Request.

(b) If an Alternative Transaction Notice is delivered pursuant to
paragraph (a) above, in lieu of the transactions contemplated by Section 2.1,
the parties agree as follows (collectively, the "Alternative Transaction"):

(i) the Spacelink Agreement will be terminated and be of no
further force or effect;

(ii) Spacelink will (x) organize Newco, (y) contribute to Newco
all of the Optioned Shares owned by it in exchange for all of the
shares of common stock of Newco and (z) cause Newco to grant to
Investor (or its agent) an option to purchase such Optioned Shares
pursuant to the terms and conditions of the Option Agreement attached
hereto as Exhibit B;

(iii) each of International and Jones will grant to Investor (or
its agent) an option to purchase the Optioned Shares owned by it
pursuant to the terms and conditions of the Option Agreement attached
hereto as Exhibit A (with such modifications to Article V thereof as
are necessary to reflect the fact that Jones is a natural person);

(iv) at Closing, Investor will purchase, or cause its agent to
purchase, from each of Jones, International and the Newco organized by
Spacelink, options to purchase the Optioned Shares pursuant to the
terms and conditions of the relevant Option Agreement, for an amount
in cash equal to $19.00 per Optioned Share; and

(v) at Closing, the parties hereto will enter into the
Shareholders Agreement attached hereto as Exhibit D in lieu of the
Share-

4
<PAGE> 5
holders Agreement attached as Exhibit D to the Stock Purchase
Agreement.

(c) Notwithstanding anything to the contrary in this Agreement,
Jones may elect to proceed with the Spacelink Agreement (regardless of whether
an Alternative Transaction Notice has been delivered or the status of the
Ruling Request) if the following conditions are satisfied:

(i) International and the Company shall have entered into the
Indemnification Agreement attached hereto as Exhibit F; and

(ii) the Company will have received an opinion described in
Exhibit G.

(d) In the event Investor delivers an Alternative Transaction
Notice pursuant to paragraph (a) above, subject to Jones' rights under
paragraph (c) above Spacelink will deliver a termination notice to Intercable
under Section 8.1 of the Spacelink Agreement.

2.3. Conditions. (a) The obligations of each of the parties
hereto to consummate the transactions contemplated by Sections 2.1 and 2.2
are each subject to the simultaneous Closing under the Stock Purchase
Agreement and the purchase agreements relating to the Additional Investments.
The parties hereto acknowledge that (i) none of the closings under the Stock
Purchase Agreement or the purchase agreements relating to the Additional
Investments will occur unless all of such closings occur simultaneously and
(ii) none of International, Jones or Spacelink will have any obligation to
enter into the Option Agreements unless all of such closings are consummated
simultaneously with the execution and delivery of the Option Agreements as
provided herein.

5
<PAGE> 6
(b) The obligations of each of Jones, International and, in the
case of the Alternative Transaction, Spacelink, under this Article 2 and
Section 3.1 are each subject to the satisfaction or, to the extent legally
permissible, waiver by each such party at or prior to the Closing of the
following further conditions:

(i) Investor shall have performed in all material respects all
obligations required to be performed by it under this Agreement on or
prior to the Closing Date.

(ii) The representations and warranties of Investor contained
in this Agreement and in the Option Agreements and in any certificate
delivered by Investor pursuant hereto shall be true in all material
respects at and as of the Closing Date, as if made at and as of such
date.

(iii) Investor shall have made the Additional Investments.

(iv) There shall not have occurred after the date hereof a
Change in Law that would cause the representations of the grantor in
Sections 5.3, 5.4 and 5.5 of the Option Agreements to be untrue in a
material respect.

(c) The obligations of Investor under this Article 2 and Section
3.1 are subject to the satisfaction or, to the extent legally permissible,
waiver by Investor at or prior to the Closing of the following further
conditions:

(i) Each of Jones, International and, in the case of the
Alternative Transaction, Spacelink, shall have performed in all
material respects all obligations required to be performed by him or
it, as the case may be, under this Agreement on or prior to the
Closing Date.

(ii) The representations and warranties of Jones, International
and Spacelink contained in this Agreement, the grantors contained in
the Option Agreements and in any certificate delivered by Jones or
International or, in the case of the Alternative Transaction,
Spacelink, pursuant hereto shall be true in all material respects at
and as of the Closing Date, as if made at and as of such date.

6
<PAGE> 7
(iii) There shall not have occurred after the date hereof a
Change in Law that would cause the representations of Investor in
Sections 6.2, 6.3 and 6.4 of the Option Agreements to be untrue in a
material respect.

(iv) The number of Optioned Shares will represent more than 51%
of the outstanding shares of Common Stock (assuming the conversion of
all outstanding options to purchase shares of Common Stock).

2.4. Options on Additional Shares of Common Stock. To the extent
available without triggering adverse tax consequences to the JI Group Entities,
on not less than ten days prior written notice to Jones, at the Closing
Investor will purchase (or cause to be purchased) an option on any shares of
Common Stock owned by any JI Group Entity (including any such shares to be
received in connection with the Spacelink Transaction) that are not Optioned
Shares, on the same terms and conditions as set forth in the Option Agreements.

ARTICLE 3

COVENANTS

3.1. Execution of Certain Agreements. (a) At Closing, each of the
parties hereto will execute and deliver each of the Related Agreements to which
such party is a party.

(b) At Closing, Investor will execute and deliver, and
International will cause Jones Financial Group, Inc. to execute and deliver,
the Fee Sharing Agreement attached hereto as Exhibit E.

(c) At Closing, each of Investor, Jones and International will
execute and deliver the shareholders agreements contemplated by the Additional
Investments.

3.2. Agreement to Vote. Each of the parties hereto will vote or
cause to be voted all shares of Capital Stock or Spacelink Stock owned or
controlled by it at any regular or special meeting of shareholders of the
Company or Spacelink to approve the Intercable Proposals and the Spacelink
Proposals.

3.3. Reasonable Efforts. Subject to the terms and conditions of
this Agreement and the other agreements pursuant to which the Transactions are
to be consummated,

7
<PAGE> 8
each of the parties hereto will use their reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary
or desirable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement and the other Transactions. Each
of the parties hereto agrees to use reasonable efforts to execute and deliver
such other documents, certificates, agreements and other writings and to take
such other actions as may be necessary or desirable (including making filings
and seeking consents and approvals) in order to consummate or implement
expeditiously transactions contemplated by this Agreement and the Transactions.
Each of the parties hereto agrees to keep the other parties hereto informed as
to all material developments and communications relating to the Ruling Request.

3.4. Transfer Restrictions. (a) Except as contemplated by this
Agreement and the Spacelink Agreement, without the consent of Investor until
the termination of this Agreement pursuant to Section 6.2, each of Jones and
International shall not, and shall cause other JI Group Entities not to,
directly or indirectly, (i) grant any proxies (other than a revocable proxy
granted in connection with a meeting of stockholders) or enter into any voting
trust or other agreement or arrangement with respect to the voting of any
shares of capital stock of the Company or Spacelink, (ii) sell, assign,
transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
shares of capital stock of the Company or Spacelink (excluding grants of
employee options to Jones) or (iii) seek or solicit any transaction or
arrangement described in clauses (i) and (ii).

(b) Except as contemplated by this Agreement and the Spacelink
Agreement, without the consent of Investor until the termination of this
Agreement pursuant to Section 6.2, Spacelink shall not, and shall cause other
Spacelink Group Entities not to, directly or indirectly, (i) grant any proxies
(other than a revocable proxy granted in connection with a meeting of
stockholders) or enter into any voting trust or other agreement or arrangement
with respect to the voting of any shares of capital stock of the Company, (ii)
sell, assign, transfer, encumber or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance or other disposition
of, any shares of capital stock of the Company or (iii) seek or solicit any
transaction or arrangement described in clauses (i) and (ii).

8
<PAGE> 9
3.5. Public Announcements. The parties hereto agree to consult
with each other before issuing (or allowing their Affiliates or Subsidiaries to
issue) any press release with respect to any of the transactions contemplated
by this Agreement or the Transactions and, except as may be required by
applicable law or any listing agreement with any national securities exchange,
will not issue any such press release or make any such public statement prior
to such consultation.

ARTICLE 4

ADDITIONAL COVENANTS

4.1. Transfer of Property. (a) Prior to the Closing,
International will cause the JI Group Entities to (i) transfer to the Company
all logos, trademarks, service marks, trade names and other names owned, leased
or licensed by a JI Group Entity that are used or held for use by an Intercable
Group Entity in connection with the conduct of its business, (ii) transfer to
the Company all rights of Jones Programming Services, Inc. under programming
agreements pursuant to which the Intercable Group Entities carry programming on
their Systems and (iii) agree on reasonable terms to continue to make available
to the Intercable Group Entities such other Intellectual Property Rights owned,
leased or licensed by a JI Group Entity that are used or held for use by an
Intercable Group Entity in connection with the conduct of its business.

(b) Prior to the Closing, Jones and International will cause Jones
Interactive Inc. to execute and deliver an agreement with the Company in form
and substance reasonably satisfactory to Investor.

4.2. Other Offers. (a) From the date hereof until the termination
of this Agreement pursuant to Section 6.2, no Restricted Person will, directly
or indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal or (ii) subject, in the case of Jones to his fiduciary
duties as a member of the Board of Directors of the Company under applicable
law as advised by counsel to the Company, with a view to pursuing an Acqui-
sition Proposal with any Person (x) engage in negotiations with, or (y)
disclose any nonpublic information relating to any Spacelink Group Entity or
any Intercable Group Entity to, or (z) afford access to the properties, books
or records of any Spacelink Group Entity or any Intercable Group Entity to, any
such Person. From the date hereof until the earlier of the Closing Date or the
termination of this Agreement pursuant to Section 6.2, Jones and International
will promptly notify the Purchaser after receipt by a Restricted

<PAGE> 10
Person of (A) any Acquisition Proposal or (B) actual notice that any person is
giving serious consideration to making an Acquisition Proposal or (C) any
request for nonpublic information relating to any Spacelink Group Entity or any
Intercable Group Entity or for access to the properties, books or records of
any Spacelink Group Entity or any Intercable Group Entity by any person that
has made, or a Restricted Person reasonably believes is considering making,
an Acquisition Proposal and will keep the Purchaser fully informed of the
status and details of any such Acquisition Proposal, notice or request.
Nothing in this Section 4.2 shall prevent a Restricted Person from discussing,
negotiating and otherwise pursuing transactions for which no consent of
Purchaser is required under Section 5.3(a), or as contemplated by Section 5.4,
of the Stock Purchase Agreement.

(b) "Acquisition Proposal" means a bona fide offer or proposal for,
or indication of interest in, a merger or other business combination involving
any Spacelink Group Entity or Intercable Group Entity or the acquisition of any
substantial equity interest in, or a substantial portion of the assets of, any
Intercable Group Entity or Spacelink Group Entity, other than the Transactions.

(c) "Restricted Persons" means Jones, International and any other
JI Group Entity, and their respective officers, directors, employees or other
agents.

4.3. Break-Up Fee. (a) Each of Jones and International agree that
in the event either of them, or any of their Affiliates, enter into an
agreement relating to a Material Sale Transaction prior to 45 days after the
termination of this Agreement pursuant to Section 6.2 (other than a termination
pursuant to clause (i), (iii) or (iv) of Section 8.1 of the Stock Purchase
Agreement), International (but not Jones) will pay, or cause to be paid, to
Purchaser as liquidated damages an amount in cash equal to $5,000,000, provided
that in no event will Purchaser be entitled to receive more than one payment
pursuant to this paragraph and Section 5.10 of the Stock Purchase Agreement.

(b) "Material Sale Transaction" means any transaction pursuant to
which Jones, International or Spacelink, directly or indirectly, sell, or agree
to sell, or grant an option or similar right with respect to, or enter into any
voting arrangement with an unaffiliated party covering, either (x) a majority
of the outstanding shares of Common Stock of the Company or (x) a majority of
the outstanding shares of Class B Common Stock of Spacelink.

10
<PAGE> 11
4.4. Miscellaneous. The provisions in this Article 4 are for the
exclusive benefit of Investor; Spacelink has no rights under this Article 4.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties of Jones. Jones represents and
warrants:

(a) The execution, delivery and performance of this Agreement by
Jones is within his legal capacity and power. This Agreement has been duly
executed and delivered by Jones and constitutes a valid and binding agreement
of Jones.

(b) As of the date hereof, Jones is the record and beneficial owner
of an aggregate of (i) 25,000 shares of Common Stock, no shares of Class A
Common Stock and the Existing Option and (ii) 5,388,231 shares of Spacelink
Class A Stock and 415,000 shares of Spacelink Class B Stock.

(c) At the Closing, all of the Optioned Shares owned by Newtrust
will be owned free and clear of any Lien and any other limitation or
restriction (including any limitation or restriction on the right to vote, sell
or otherwise dispose of or transfer any such shares, but excluding offer and
sale restrictions imposed by securities laws).

5.2. Representations and Warranties of International. International
represents and warrants:

(a) International is a corporation duly incorporated, validly
existing and in good standing under the laws of Colorado and has all corporate
powers and all material governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
International is within International's corporate power and has been duly
authorized by all necessary corporate action on the part of International.
This Agreement has been duly executed and delivered by International and
constitutes a valid and binding agreement of International.

(c) As of the date hereof, the JI Group Entities other than Jones
are the record and beneficial owners of an aggregate of 3,087,009 shares of
Common Stock and no shares

11
<PAGE> 12
of Class A Common Stock, and (ii) 65,976,148 shares of Spacelink Class A Stock
and 415,000 shares of Spacelink Class B Stock. Schedule 5.2 hereto lists the
number of shares of Common Stock, Class A Common Stock, Spacelink Class A Stock
and Spacelink Class B Stock held by each JI Group Entity as of the date hereof.

(d) At the Closing, all of the Optioned Shares owned by Newco will
be owned free and clear of any Lien and any other limitation or restriction
(including any limitation or restriction on the right to vote, sell or
otherwise dispose of or transfer any such shares, but excluding offer and sale
restrictions imposed by securities laws).

5.3. Representations and Warranties of Investor. Investor
represents and warrants:

(a) Investor is a corporation duly incorporated, validly existing
and in good standing under the laws of Canada and has all corporate powers and
all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
Investor is within Investor's corporate power and has been duly authorized by
all necessary corporate action on the part of Investor. This Agreement has
been duly executed and delivered by Investor and constitutes a valid and
binding agreement of Investor.

5.4. Representations and Warranties of Spacelink. Spacelink
represents and warrants:

(a) Spacelink is a corporation duly incorporated, validly existing
and in good standing under the laws of Colorado and has all corporate powers
and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
Spacelink is within Spacelink's corporate power and has been duly authorized by
all necessary corporate action on the part of Spacelink. This Agreement has
been duly executed and delivered by Spacelink and constitutes a valid and
binding agreement of Spacelink.

(c) As of the date hereof, Spacelink is the record and beneficial
owners of an aggregate of 2,859,240 shares of Common Stock and no shares of
Class A Common Stock.

12
<PAGE> 13
(d) In the event the Alternative Transaction is consummated, at the
Closing, all of the Optioned Shares owned by the Newco formed by Spacelink will
be owned free and clear of any Lien and any other limitation or restriction
(including any limitation or restriction on the right to vote, sell or
otherwise dispose of or transfer any such shares, but excluding offer and sale
restrictions imposed by securities laws).

ARTICLE 6

MISCELLANEOUS

6.1. Survival. The agreements, covenants, representations and
warranties contained in this Agreement shall not survive the Closing.

6.2. Termination. This Agreement will terminate automatically and
will be of no further force or effect as of the earlier of (i) the Closing or
(ii) the termination of the Stock Purchase Agreement, or any of the purchase
agreements relating to the Additional Investments, pursuant to Section 8.1 of
such agreements, provided that Section 3.5 hereof will survive any such
termination.

6.3. Successors and Permitted Assigns; Assignment. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, and to the
extent applicable heirs, executors, administrators and legal representatives.

(b) Neither Jones, International or Investor may assign, delegate
or otherwise Transfer any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto, provided that
Investor may assign all of its rights, but not its obligations, to an assignee
described in the proviso of Section 9.4(b) of the Stock Purchase Agreement.

6.4. Specific Performance. The parties agree that each party would
be irreparably damaged if for any reason another party failed to perform any of
its obligations under this Agreement, and that such party would not have an
adequate remedy at law for money damages in such event. Accordingly, each
party shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement. This provision
is without prejudice to any other rights that each party may have against
another party for any failure by such party to perform its obligations under
this Agreement.

13
<PAGE> 14
6.5. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by facsimile transmission, or by registered or certified mail
(postage prepaid, return receipt requested):

if to Jones:

Glenn R. Jones
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510

if to International:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-799-1664
Attention: Chief Executive Officer

if to Spacelink:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-799-1664
Attention: Chief Executive Officer

if to Investor:

Bell Canada International, Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

with a copy to:

Bell Canada International, Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

14
<PAGE> 15
Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding business day in the place of
receipt.

6.6. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.

6.7. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

6.8. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

6.9. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.

6.10. Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

6.11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

6.12. Separability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining

15
<PAGE> 16
provisions shall not in any way be affected or impaired thereby.

16
<PAGE> 17

IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date set forth above.

______________________________
GLENN R. JONES, individually

JONES INTERNATIONAL, LTD.

By____________________________
Name:
Title:

BELL CANADA INTERNATIONAL
INC.

By____________________________
Name:
Title:

JONES SPACELINK, LTD.

By___________________________
Name:
Title:

17
<PAGE> 18
INDEX
OF
EXHIBITS AND SCHEDULES

I. SCHEDULES

SCHEDULE 5.2 Capital Stock Ownership

II. EXHIBITS

EXHIBIT A Option Agreement for Jones and International
EXHIBIT B Spacelink Option Agreement
EXHIBIT C Articles of Incorporation for Newco
EXHIBIT D Shareholders Agreement for Alternative
Transaction
EXHIBIT E Fee Sharing Agreement
EXHIBIT F Indemnification Agreement
<PAGE> 19
SCHEDULE 5.2

STOCK OWNERSHIP OF
JI GROUP ENTITIES

I. JONES INTERCABLE, INC.

<TABLE>
<CAPTION>
Class A
Common Common
Stock Stock
------- ------

<S> <C> <C>
1. Jones 0 25,000
2. Jones' Options 448,708 200,000
3. International 0 202,769

4. Spacelink 0 2,859,240
------- ---------
TOTAL 448,708 3,287,009
</TABLE>

II. JONES SPACELINK, LTD.

<TABLE>
<CAPTION>
Class A
Common Common
Stock Stock
------- ------
<S> <C> <C>
1. Jones 4,751,717 0
2. Jones' Options 636,514 0
3. International 56,622,151 415,000
4. Jones Entertainment Group, Ltd. 2,811,752 0
5. Jones Space Segment, Inc. 1,000,000 0
6. Jones Global Group, Inc. 772,528 0
7. Data Transmission, Inc. 18,000 0
---------- --------
TOTAL 66,612,662 415,000
</TABLE>
<PAGE> 20
EXHIBIT A

(FOR USE BY JONES AND INTERNATIONAL
OR THEIR SPECIAL PURPOSE VEHICLES)

OPTION AGREEMENT

Dated as of (Closing Date), 1994

Between

(BELL CANADA INTERNATIONAL INC.)

and

(NEWCO)
<PAGE> 21
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2. Exercise of Control Option . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3. Purchase Price For the Optioned
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.4. Determination of Market Value . . . . . . . . . . . . . . . . . . . 10
SECTION 3.5. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.6. Termination of Control Option . . . . . . . . . . . . . . . . . . . 11
SECTION 3.7. Adjustment Upon Changes in Capital-
ization or Merger . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.2. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.1. Valid Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.4. Governmental Authorization . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.5. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

i
<PAGE> 22
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 5.7. Validity, Perfection and Priority of
Security Interest . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

SECTION 6.1. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.2. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.5. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.6. Acquisition for Purchaser's Account . . . . . . . . . . . . . . . . 17

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.2. Right of First Offer . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.3. Closing Procedures . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.2. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.3. Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.2. Delivery of Collateral . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.4. Right to Vote and Receive Dividends
on Collateral . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.5. Limitation on Duty of Purchaser in
Respect of Collateral . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.6. Termination of Security Interest;
Release of Collateral . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

ii
<PAGE> 23
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.2. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.3. Specific Performance . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.5. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.6. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.8. Counterparts; Effectiveness. . . . . . . . . . . . . . . . . . . 25
SECTION 10.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.10. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.11. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . 26

</TABLE>

<TABLE>
<CAPTION>
SCHEDULES
<S> <C>
SCHEDULE I Option Price

EXHIBITS

EXHIBIT A Exercise Period Notice
EXHIBIT B Exercise Notice
EXHIBIT C Offer Notice
EXHIBIT D Acceptance Notice
</TABLE>

iii
<PAGE> 24
OPTION AGREEMENT

AGREEMENT dated as of (Closing Date), 1994 between (BELL CANADA
International Inc., a Canadian corporation) ("Purchaser"), and (NEWCO), a
(Delaware) corporation ("Grantor").

(NOTE: THIS DRAFT DOES NOT INCLUDE MECHANICS FOR PURCHASER BEING A
FINANCIAL INSTITUTION ACTING AS AGENT FOR BCI)

W I T N E S E T H :

WHEREAS, concurrently with the execution of this Agreement,
Purchaser is purchasing (i) (7,500,000) shares of Class A Common Stock of Jones
Intercable, Inc., a Colorado corporation (the "Company"), for an aggregate
purchase price of ($206,250,000), (ii) ___ shares of Class A Common Stock of
Jones Education Networks, Inc., a Colorado corporation, for an aggregate
purchase price of $18,000,000, (iii) ___ shares of Class A Common Stock of
Jones Lightwave, Ltd., a Colorado corporation, for an aggregate purchase price
of $5,000,000 and (iv) ___ shares of Class A Common Stock of Jones
Entertainment Group, Ltd., a Colorado corporation, for an aggregate purchase
price of $________;

WHEREAS, the parties hereto acknowledge that Purchaser would not
enter into the Stock Purchase Agreement (as defined below) unless Grantor also
granted the option set forth herein; and

WHEREAS, in order to induce the Purchaser to enter into this
Agreement, Grantor has agreed to grant a continuing security interest in and to
the Optioned Shares to secure its obligations under this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. (a) The following terms, as used
herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.
<PAGE> 25
"Capital Stock" means, at any time, Common Stock, Class A Common
Stock and any other authorized capital stock of the Company.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority (whether
by opinion, order, policy statement or other similar documents), or any
directive of any Governmental Authority.

"Class A Common Stock" means the Class A Common Stock of the
Company, par value $0.01 per share.

"Collateral" has the meaning assigned to such term in Section 9.l(a).

"Common Stock" means the Common Stock of the Company, par value
$0.01 per share.

"Control Option" means the option to purchase the Optioned Shares
pursuant to the terms and conditions of this Agreement.

"Dollars" and sign "$" means United States dollars.

"Event" means the death or Incapacity of Glenn R. Jones. For
purposes of this Agreement, "Incapacity" shall be deemed to exist if Glenn R.
Jones becomes physically or mentally incapacitated and is therefore unable for
a period of six consecutive months, or for an aggregate of 12 months in any 24
consecutive month period, to perform his duties as Chief Executive Officer with
the Company. Any question as to the existence of Incapacity shall be
determined in writing by a qualified independent physician mutually acceptable
to Grantor and Purchaser. If Grantor and Purchaser cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination. The
determination of Incapacity made by any such physician shall be final and
conclusive for all purposes of this Agreement.

"Exon-Florio Act" means Section 721 of Title VII of the Defense
Production Act of 1950, as amended, together with the rules and regulations
promulgated thereunder.

"Governmental Authority" means any local, county, state,
commonwealth, federal or foreign court, judicial, executive, or legislative
instrumentality, or any agency,

2
<PAGE> 26
authority, commission, board or official thereof, including, without
limitation, any franchising authority.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Jones Bankruptcy Event" means (i) Grantor, Jones or Jones
International shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or substantially all of its property, or shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing, (ii) an involuntary case or other
proceeding shall be commenced against Grantor, Jones or Jones International
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or substantially all of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 90 days or (iii) an order for relief shall be entered against
Grantor, Jones or Jones International under the federal bankruptcy laws as now
or hereafter in effect.

"Jones International" means Jones International, Ltd., a Colorado
corporation.

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset.

3
<PAGE> 27
"Option Price" means, at any time, the Option
Price described on Schedule I at such time.

"Optioned Shares" means the ______ shares of Common Stock owned by
Grantor on the date hereof and delivered to Purchaser pursuant to Section 9.1
(as the same may be adjusted pursuant to Section 3.7).

"Optionor" means Grantor and the grantor under the Related Option
Agreement.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Purchase Price" means the aggregate amount payable to Grantor in
connection with the purchase of the Optioned Shares, as calculated pursuant to
Section 3.3.

"Related Option Agreement" means the Option Agreement dated as of
the date hereof between Purchaser and _________.

"Resignation Event" means the resignation of Glenn R. Jones as Chief
Executive Officer of the Company.

"Secured Obligations" means the obligations of Grantor to deliver
the Optioned Shares at the Closing, free and clear of any Lien and any other
limitation or restriction under this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, and
rules and regulations promulgated thereunder.

"Security Interest" means the security interest in the Collateral
granted hereunder securing the Secured Obligations.

"Shareholders Agreement" means the Shareholders Agreement dated as
of the date hereof among the Purchaser, the Company, Jones and International.

"SPA Closing" means the closing under the Stock Purchase Agreement.

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between the Company and Purchaser.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests

4
<PAGE> 28
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are, directly or indirectly, owned
or controlled by such Person, (ii) any partnership of which such Person is,
directly or indirectly, a general or managing partner or (iii) any other entity
that is, directly or indirectly, controlled by such Person. The parties hereto
acknowledge that (i) Glenn R. Jones and Jones International are not
Subsidiaries of any Intercable Group Entity and (ii) BCE Inc. is not a
Subsidiary of Purchaser.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
Term Section
<S> <C>
Acceptance Notice 7.2
Additional Securities 7.3
BCI 3.2
Closing 3.2
Collateral 9.1
Damages 8.2
Eligible Assignee 10.2
Exercise Notice 3.2
Exercise Period 3.1
Final Determination 3.4
Indemnified Party 8.3
Indemnified Party 8.3
Grantor's Notice 3.1
Market Value 3.4
Offer Notice 7.2
Offer Price 7.2
Restricted Business 10.2
Termination Time 3.6
Trigger Date 3.3 and 7.2
Withdrawal Period 3.4
</TABLE>

(c) Unless otherwise defined herein, or unless the context
otherwise requires, all terms used herein which are defined in the New York
Uniform Commercial Code as in effect on the date hereof shall have the meanings
therein stated.

5
<PAGE> 29
ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option.

(a) Subject to the terms and conditions of this Agreement, Grantor
hereby grants to Purchaser an irrevocable option to purchase all, but not less
than all, of the Optioned Shares.

(b) In consideration of the grant by Grantor of the Control Option,
Purchaser hereby pays to Grantor an amount in cash equal to $19.00 per Optioned
Share.

(c) Amounts paid by Purchaser pursuant to this Section 2.1 shall not
be deducted from the Purchase Price payable at the Closing.

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods. (a) The Control Option may be
exercised either as provided in Section 7.2(c), or by Purchaser at any time
during any of the following periods (each, an "Exercise Period"):

(i) the period commencing on the day of an Event and ending
270 days after Purchaser receives written notice from or on behalf of
any Optionor of the occurrence of an Event;

(ii) the period commencing on the day of a Resignation Event
and ending 90 days after Purchaser receives a written notice from (or
on behalf of) any Optionor of the occurrence of a Resignation Event;

(iii) the period commencing on the day that Purchaser receives
a written notice from (or on behalf of) Grantor requesting that
Purchaser exercise the Control Option (the "Grantor's Notice"),
which notice may be delivered only on or after the fifth anniversary
of the SPA Closing, and ending 180 days after such day;

(iv) the period commencing on the seventh anniversary of the
SPA Closing and ending on the eighth anniversary of the SPA Closing;
and

(v) the period commencing on the day of a Jones Bankruptcy
Event and ending 30 days after

6
<PAGE> 30
Purchaser receives written notice of the occurrence of a Jones
Bankruptcy Event.

provided that no Exercise Period will expire if immediately preceding such
expiration there is in effect a law, regulation or order that stays or
otherwise prohibits Purchaser from delivering an Exercise Notice after (or as a
result of) the occurrence of a Jones Bankruptcy Event.

(b) The notices delivered pursuant to clauses (i), (ii), (iii) and
(v) will be in the form attached hereto as Exhibit A. A Grantor's Notice
delivered pursuant to clause (iii) will be effective only if a similar notice
is simultaneously delivered to Purchaser under the Related Option Agreement.
Once delivered to Purchaser, a Grantor's Notice will be irrevocable.

(c) Subject to the termination provisions of Section 3.6, the
parties acknowledge that at any given time there may be more than one Exercise
Period in effect at such time.

SECTION 3.2. Exercise of Control Option. (a) Purchaser may
exercise the Control Option at any time during an Exercise Period by delivery
to Grantor of an irrevocable written notice in the form attached hereto as
Exhibit B (the "Exercise Notice"). Purchaser has no obligation to deliver an
Exercise Notice and may allow the Control Option to expire and terminate
without purchasing the Optioned Shares. The Control Option may only be
exercised simultaneously with the exercise of the option granted under the
Related Option Agreement and the Closing hereunder will only take place
simultaneously with the closing of the exercise of the option granted under the
Related Option Agreement.

(b) The closing for the exercise of the Control Option (the
"Closing") will take place not more than 20 Business Days after the date that
the Exercise Notice is delivered to Grantor, provided that (x) if it is
necessary to determine Market Value pursuant to Section 3.4(b), the Closing
will be postponed as provided in Section 3.4(c) and (y) so long as Purchaser is
using its reasonable efforts to consummate the Closing promptly, and subject to
Section 3.6 hereof, Purchaser may postpone the Closing until such time as the
following conditions have been satisfied or waived by Purchaser:

(i) The waiting period (including any extension thereof
resulting from additional inquiries, if any) under the HSR Act
applicable to the purchase of the Optioned Shares by Purchaser shall
have expired or been earlier terminated.

7
<PAGE> 31
(ii) All other actions by, in respect of or filings with any
Governmental Authority in the United States, England or Spain, or any
other country where the Intercable Group conducts material business,
required to permit the consummation of the Closing shall have been
taken or obtained, as the case may be, and shall be in full force and
effect.

(iii) There shall not then be in effect any applicable law,
rule or regulation or any judgment, injunction, order or decree that
has one or more of the effects described in clauses (a), (b) or (c) of
the following paragraph (iv), provided that if after the date hereof
Bell Canada International Inc. ("BCI") or any of its Affiliates enters
into a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
such effects, then this clause (iii) will not apply to any such law,
rule or regulation.

(iv) There shall not then be instituted or pending any action
or proceeding before any federal or state court or other Governmental
Authority brought by a Governmental Authority challenging the
consummation of the Closing or seeking to (a) prevent Purchaser from
exercising the Control Option, (b) require Purchaser to divest, or
otherwise limit Purchaser's ability to exercise full rights of
ownership over, the shares of Capital Stock owned by Purchaser and its
Affiliates, the Control Option or the Optioned Shares or (c) require,
after the exercise of the Control Option, the Intercable Group to
divest any material business or assets or would impose a material
limitation on the conduct of Intercable Group's business, provided
that if after the date hereof BCI or any of its Affiliates enters into
a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
the foregoing effects, then this clause (iv) will not apply to actions
or proceedings that seek to enforce such law, rule or regulation.

(v) The Intercable Group Entities shall have received all
material third party consents required to be obtained in connection
with the Closing, in each case in form and substance reasonably
satisfactory to Purchaser.

(vi) The representations and warranties of Grantor contained
in Article V shall be true at and as of the date of the Closing, as if
made at and as of such date.

8
<PAGE> 32
SECTION 3.3. Purchase Price For the Optioned Shares.

(a) The purchase price per Optioned Share will be calculated as follows:

(i) (A) if the Trigger Date occurs prior to or on the
(18th)(1) day after the date hereof, ___% of the Market Value of a
share of Class A Common Stock on the applicable Trigger Date, or (B)
if the Trigger Date occurs after such (18th) day, the sum of (x)
two-thirds of the Option Price on the applicable Trigger Date and (y)
one-third of 120% of the Market Value of a share of Class A Common
Stock on the applicable Trigger Date(2), in each case reduced by

(ii) the amount (or in the case of property other than cash,
fair market value) of any dividends and distributions other than stock
dividends paid, declared or otherwise distributed by the Company in
respect of the Optioned Shares between the date hereof and the date of
Closing. In the event any such dividends or distributions are made in
property other than cash, the fair market value of such dividends or
distributions will be determined pursuant to the valuation procedures
described in Section 3.4(b).

(b) The applicable "Trigger Date" will depend on the Exercise Period
under which Purchaser is delivering an Exercise Notice and will be earliest of
the following days:

(i) in the case of an Exercise Period described in clauses
(i) or (ii) of Section 3.1(a), the day of an Event or Resignation
Event, as the case may be;

(ii) in the case of an Exercise Period described in clause
(iii) of Section 3.1(a), the day immediately preceding the day on
which Grantor delivers a Grantor's Notice;

(iii) in the case of an Exercise Period described in clause
(iv) of Section 3.1(a), the day immediately preceding the day on which
Purchaser delivers an Exercise Notice; or

(1)Insert day which is six months after closing.

(2)As an example of the calculation described in clause (i)(B), if on the
applicable Trigger Date the Option Price were $50 per Share and the Market
Value of a share of Class A Common Stock were $60 per share, the purchase price
would be 2/3 of $50 ($33.3333) plus 1/3 of 120% of $60 ($24), or $57.3333
(computed to four decimal places).

9
<PAGE> 33
(iv) in the case of an Exercise Period described in clause
(v) of Section 3.1(a), the day immediately preceding the day of a
Jones Bankruptcy Event.

SECTION 3.4. Determination of Market Value. (a) For purposes of
this Agreement, "Market Value" of a share of Class A Common Stock means, on any
Trigger Date, the average of the daily closing prices on the NASDAQ National
Market System (or other principal exchange on which shares of Class A Common
Stock are listed or approved for trading) for the shares of Class A Common
Stock for the 20 consecutive trading days immediately prior to the Trigger
Date. The daily closing price for each such trading day shall be the closing
price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of Class A Common Stock is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account exdividend
trading.

(b) In the event that the shares of Class A Common Stock are not
traded on a national securities exchange, promptly after delivery of an
Exercise Notice Grantor and Purchaser shall in good faith negotiate the Market
Value on the applicable Trigger Date. If they are unable to reach agreement
within 10 Business Days, each of Grantor and Purchaser shall promptly select a
nationally recognized independent investment banking firm to determine the
Market Value of a share of Class A Common Stock, which will be based on a
public market valuation of the Company and its Subsidiaries as if the Class A
Shares were traded on the NASDAQ National Market System and a non-controlling
block of approximately 1,000,000 Class A Shares had been purchased on the
Trigger Date by a willing institutional purchaser. If 20 Business Days after
their selection such firms cannot agree as to such Market Value, each firm will
submit to Grantor and Purchaser a proposed Market Value and within 10 Business
Days they shall mutually select a third nationally recognized independent
investment banking firm which shall be engaged to make such determination,
which Market Value shall be within the range of values proposed by the two
investment banking firms. Such third investment banking firm shall make such
determination (the "Final Determination") by written notice to Grantor and
Purchaser within 20 Business Days of its engagement and its judgment as to all
matters relating to its determination shall be binding upon the parties hereto.
Each party will pay the fees and expenses of the initial investment banking
firm hired by such party. The fees and out-of-pocket expenses of the third
investment banking firm shall be paid equally by

10
<PAGE> 34
Grantor and Purchaser, provided that if Purchaser withdraws an Exercise Notice
pursuant to the following paragraph (c), Purchaser shall pay the fees and
expenses of such third investment banker.

(c) At any time prior to 10 Business Days after the receipt by
Purchaser of a written determination of the Market Value pursuant to the
immediately preceding paragraph (b) (the "Withdrawal Period"), Purchaser shall
have the right to withdraw its Exercise Notice by written notice to Grantor.
Notwithstanding the immediately preceding sentence, in the event the investment
banking firm selected by Purchaser submits a proposed Market Value pursuant to
such paragraph (b), Purchaser may withdraw its Exercise Notice only for 10
Business Days after the receipt by Purchaser of such proposed Market Value,
provided that if (but only if) the Final Determination is greater than 110% of
such proposed Market Value, Purchaser will have 10 Business Days after the
receipt by Purchaser of such Final Determination to withdraw its Exercise
Notice. If Purchaser does not withdraw such Exercise Notice pursuant to this
paragraph (c), Purchaser will notify Grantor within five Business Days after
the expiration of such Withdrawal Period as to the time and place of the
Closing, which shall be not more than 20 Business Days after the expiration of
such Withdrawal Period, provided that, subject to Section 3.6, Purchaser may
postpone such closing until such time as the conditions described in Section
3.2(b) have been satisfied or waived by Purchaser.

SECTION 3.5. Closing. (a) At the Closing, Grantor shall deliver
to Purchaser a certificate or certificates or other documentation representing
the Optioned Shares, accompanied by stock powers duly executed in blank or
other appropriate assignment documentation reasonably satisfactory to
Purchaser.

(b) At the Closing, Purchaser shall deliver to Grantor an amount in
cash equal to the purchase price for such Optioned Shares, calculated pursuant
to Section 3.3(a). Such purchase price will be paid by wire transfer to a bank
account designated by Grantor not later than five Business Days prior to the
Closing. Notwithstanding the foregoing, upon the mutual agreement of Purchaser
and Grantor, all or a portion of the Purchase Price may be paid in shares of
common stock of BCE Inc.

11
<PAGE> 35
Purchaser has previously delivered to Grantor an Exercise Notice. The Control
Option shall also terminate (A) at such time as Purchaser withdraws an Exercise
Notice pursuant to Section 3.4(c), or (B) if the Closing has been postponed
pursuant to Section 3.2(b), ten Business Days after Grantor has delivered
written notice to Purchaser stating that it believes Purchaser is not using its
reasonable efforts to consummate the Closing promptly (which notice will set
forth the basis for such claim) and Purchaser has failed to use its reasonable
efforts prior to the expiration of such period to cure the problem identified
by Grantor. The Control Option will not terminate upon the expiration of the
Exercise Periods described in clauses (ii) and (v) of Section 3.1.

(b) Notwithstanding anything in this Agreement to the contrary, (i)
if an Exercise Period is extended pursuant to the proviso in Section 3.1(a),
the Termination Time will occur twenty Business Days after such stay or
prohibition has been lifted and Purchaser has received notice of such action
and (ii) each Exercise Notice shall terminate, and be of no further force or
effect, 18 months after its delivery, unless a Closing shall have occurred by
such time.

SECTION 3.7. Adjustment Upon Changes in Capitalization or Merger.
If any change in the Company's capital stock shall occur by reason of stock
dividends, stock splits, mergers, consolidations, recapitalizations,
combinations, conversions, exchanges of shares, dividends or other changes in
the corporate or capital structure of the Company, the number and kind of
shares or securities subject to the Control Option and the Purchase Price shall
be adjusted so that Purchaser shall receive upon exercise of the Control Option
the number and class of shares or other securities or property that Purchaser
would have received in respect of the Optioned Shares purchasable upon exercise
of the Control Option if the Control Option had been exercised immediately
prior to such event.

ARTICLE IV

COVENANTS

12
<PAGE> 36

arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Optioned Shares
or (iii) seek or solicit any transaction or arrangement described in clauses
(i) and (ii). Grantor will notify Purchaser promptly (and provide all details
reasonably requested by Purchaser) if Grantor is approached or solicited,
directly or indirectly, by any person with respect to any of the foregoing.
Nothing herein shall be deemed to prevent or restrict (x) Grantor or its
Affiliates from voting its shares in its sole discretion on all matters, except
as otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise or (ii) any Affiliate of Grantor from
taking or refraining from taking any other action not provided herein or
otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise.

SECTION 4.2. Further Assurances. Purchaser and Grantor will each
execute and deliver or cause to be executed and delivered all further documents
and instruments and use their reasonable best efforts to secure such consents
and take all such further action as may be reasonably necessary in order to
consummate the transactions contemplated hereby or to enable Purchaser to enjoy
all benefits and rights of the Optioned Shares.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

Grantor represents and warrants to Purchaser that, except as
disclosed in the Schedules to the Stock Purchase Agreement, as of the date
hereof and, in the case of Sections 5.1, 5.2 and 5.6 the date of the Closing:

SECTION 5.1. Valid Title. Grantor is the sole record and
beneficial owner of the Optioned Shares, free and clear of any Lien (other than
the Security Interest) and any other limitation or restriction (including any
limitation or restriction on the right to vote, sell or otherwise dispose of or
transfer any Optioned Share). At the Closing, Grantor will convey good and
valid title to the Optioned Shares, free and clear of any Lien and any such
limitation or restriction (other than offer and sale restrictions imposed by
securities laws).

13
<PAGE> 37

carry on its business as now conducted. Grantor is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
where such qualification is necessary, except for those jurisdictions where the
failure to be so qualified would not, individually or in the aggregate, have a
material adverse effect on the condition or business of Grantor. Grantor has
heretofore delivered to Purchaser true and complete copies of its articles of
incorporation and bylaws as currently in effect.

SECTION 5.3. Binding Effect. The execution, delivery and
performance by Grantor of this Agreement are within Grantor's corporate power
and have been duly authorized by all necessary corporate action on the part of
Grantor. This Agreement has been duly executed and delivered by Grantor, and
assuming the accuracy of Purchaser's representations and warranties herein, is
a valid and binding agreement of Grantor.

SECTION 5.4. Governmental Authorization. Assuming the accuracy of
Purchaser's representations and warranties herein, the execution, delivery and
performance by Grantor of this Agreement requires no action by Grantor in
respect of, or filing by Grantor with, any Governmental Authority other than
(i) compliance with any applicable requirements of the HSR Act and (ii) any
such action or filing as to which the failure to make or obtain would not
reasonably expected to have, individually or in the aggregate, a material
adverse effect on the business, assets, results of operations, properties or
condition (financial or otherwise) of Grantor.

SECTION 5.5. Non-Contravention. The execution, delivery and
performance by Grantor of this Agreement do not: (i) violate the articles of
incorporation or by-laws of Grantor, (ii) assuming the accuracy of Purchaser's
representations and warranties herein and compliance with the matters referred
to in Section 5.4, violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Grantor, (iii) assuming the accuracy of
Purchaser's representations and warranties herein, require any consent or other
action by any Person under, or constitute a default under, any material
agreement or other instrument binding upon Grantor, or (iv) result in the
creation or imposition of any Lien on any material asset of Grantor, except in
the case of clauses (ii), (iii) and (iv), to the extent that any such
violation, failure to obtain any such consent or other action, default, right,
loss or Lien would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, results of
operations, properties or financial condition of Grantor.

14
<PAGE> 38

SECTION 5.6. Finder's Fees. Except as disclosed to Purchaser,
there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of Grantor or its Affiliates
who might be entitled to any fee or commission from Purchaser or any Intercable
Group Entity in connection with the grant or exercise of the Control Option.

SECTION 5.7. Validity, Perfection and Priority of Security
Interest. (a) Upon the delivery of the certificates representing the Optioned
Shares to Purchaser in accordance with Section 9.2, Purchaser will have a valid
and perfected security interest in the Collateral subject to no prior Lien. No
registration, recordation or filing with any governmental body, agency or
official is required in connection with (i) the execution or delivery of this
Agreement or necessary for the validity or enforceability hereof (except as
covered in Sections 5.4 and 5.5) or (ii) for the perfection or enforcement of
the Security Interest. Neither Grantor nor any of its Affiliates has performed
or will perform any acts which would prevent Purchaser from enforcing any of
the terms and conditions of this Agreement or which would materially limit
Purchaser in any such enforcement. Without limiting the generality of the
foregoing, the parties hereto acknowledge that in matters relating to Franchise
Agreements (as defined in the Shareholders Agreement) and material contracts,
an Affiliate of Grantor will not be in breach of the immediately preceding
sentence if it is in compliance with its obligations under Section 5.2 of the
Shareholders Agreement concerning such matters.

(b) The chief executive office of Grantor is located at its address
set forth in Section 10.4. Under the Uniform Commercial Code as in effect in
the State in which such office is located, no local filing is required to
perfect a security interest in collateral consisting of general intangibles
other than any such collateral arising from or relating to farm products.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Grantor that as of the date
hereof and, in the case of Sections 6.5 and 6.6 the date of the Closing:

15
<PAGE> 39

authorizations, permits, consents and approvals required to carry on its
business as now conducted.

SECTION 6.2. Binding Effect. The execution, delivery and
performance by Purchaser of this Agreement are within Purchaser's powers and
have been duly authorized by all necessary corporate action on the part of
Purchaser. This Agreement has been duly executed and delivered by Purchaser
and, assuming the accuracy of Grantor's representations and warranties herein,
is a valid and binding Agreement of Purchaser.

SECTION 6.3. Governmental Authorization. Assuming the accuracy of
Grantor's representations and warranties herein, the execution, delivery and
performance by Purchaser of this Agreement and the purchase by Purchaser of the
Optioned Shares requires no action by Purchaser in respect of, or filing by
Purchaser with, any Governmental Authority other than (i) compliance with any
applicable requirements of the HSR Act and the Exon-Florio Act, and (ii) any
such action or filing as to which the failure to make or obtain would not
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on, the business, assets, results of operation, properties or
financial condition of Purchaser.

SECTION 6.4. Non-Contravention. The execution, delivery and
performance by Purchaser of this Agreement do not (i) violate the certificate
of incorporation or by-laws of Purchaser, (ii) assuming the accuracy of
Grantor's representations and warranties herein and compliance with the matters
referred to in Section 6.3, violate any applicable law, rule, regulation,
judgment, injunction, order or decree, (iii) assuming the accuracy of Grantor's
representations and warranties herein, require any consent or other action by
any Person under, or constitute a default under, any material agreement or
instrument binding upon Purchaser or (iv) result in the creation or imposition
of any Lien on any material asset of Purchaser, except in the case of clauses
(ii), (iii) and (iv), to the extent that any such violation, failure to obtain
any such consent or other action, default, right, loss or Lien would not
reasonably expected to have, individually or in the aggregate, a material
adverse effect on, the business, assets, results of operations, properties or
condition (financial or otherwise) of the Purchaser.

SECTION 6.5. Finder's Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Purchaser who might be entitled to any fee or commission from
Grantor or its Affiliates in connection with the grant or exercise of the
Control Option.

16
<PAGE> 40

SECTION 6.6. Acquisition for Purchaser's Account. The Optioned
Shares to be acquired upon exercise of the Control Option will be acquired by
Purchaser for its own account and not with a view to the public distribution
thereof and will not be transferred except in compliance with the Securities
Act.

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law. (a) If a Change in Law after the
execution and delivery of this Agreement and prior to the delivery of an
Exercise Notice would be reasonably likely to (i) prevent Purchaser from
exercising the Control Option, (ii) require Purchaser to divest, or otherwise
limit Purchaser's ability to exercise full rights of ownership over, the shares
of Capital Stock owned by Purchaser and its Affiliates, the Control Option or
the Optioned Shares or (iii) after the exercise of the Control Option, require
the Intercable Group to divest any material business or assets or impose a
material limitation on the conduct of Intercable Group's business, Purchaser
may elect to dispose of the Control Option and any other securities of the
Intercable Group Entities owned by Purchaser and its Affiliates pursuant to the
terms and procedures of this Article VII.

(b) Purchaser acknowledges that it will have no rights under this
Article VII if after the date hereof Purchaser or any of its Subsidiaries
enters into a new line of business and at such time there is a law, rule or
regulation that has one or more of the effects described in clauses (i), (ii)
or (iii) of the preceding paragraph (a).

SECTION 7.2. Right of First Offer. (a) In the event Purchaser
wishes to dispose of the Control Option after the occurrence of an event
described in Section 7.1, Purchaser shall, by written notice to Grantor, first
offer the Control Option to Grantor at a price equal to the aggregate
consideration paid by Purchaser pursuant to Section 2.1, plus interest from the
date of this Agreement to and including the date the Control Option is
purchased by Grantor (or an Affiliate of Grantor), at a rate per annum equal to
12%, compounded annually (the "Offer Price"). Any such written notice shall be
in the form of Exhibit C hereto (the "Offer Notice"), but will be effective
only if a similar notice is simultaneously delivered by Purchaser under the
Related Option Agreement.

(b) For a period of 270 days after receipt of the Offer Notice,
Grantor (or, if Grantor elects not to

17
<PAGE> 41

purchase the Control Option, any of its Affiliates, including the Company) may,
by a written notice to Purchaser in the form attached as Exhibit D hereto (an
"Acceptance Notice"), elect to purchase the Control Option at the Offer Price
and, if it so elects, may also purchase all (but not less than all) of (i) the
shares of Common Stock and Class A Common Stock then held by Purchaser and its
Subsidiaries at a price per share equal to the Market Value of such shares
(calculated pursuant to Section 3.4 and assuming that the Trigger Date is the
day immediately preceding the day the Offer Notice is delivered) and (ii) any
other debt or equity securities of the Intercable Group Entities then held by
the Purchaser and its Subsidiaries at a price equal to the fair market value of
such securities on the day immediately preceding the day on which the Offer
Notice is delivered (such value to be determined pursuant to the valuation
procedures described in Section 3.4(b)).

(c) If Grantor and its Affiliates (including the Company) fail to
elect to purchase the Control Option within 270 days after receipt of the Offer
Notice, then Purchaser may, for a period of 360 days following the expiration
of such time period, sell (or enter into an agreement to sell) the Control
Option to a third party, provided that in the event of any such sale the third
party purchaser must simultaneously exercise the Control Option and deliver the
Option Price to Grantor in exchange for the Optioned Shares (in such event, the
"Trigger Date" will be the day which is 270 days after receipt by Grantor of an
Offer Notice).

(d) If Grantor fails to elect to purchase the Control Option at the
Offer Price and Purchaser shall not have sold or entered into an agreement to
sell the Control Option prior to the expiration of the 360 day period specified
in paragraph (c) above, Purchaser must, prior to selling the Control Option,
again offer the Control Option to Grantor pursuant to the terms and procedures
of this Section 7.2.

(e) In the event Purchaser elects to exercise its rights under
Sections 7.1 and 7.2, Purchaser and Grantor will use reasonable efforts to
identify a suitable partner to purchase the Control Option and the shares of
Class A Common Stock held by Purchaser. Purchaser will consult with Jones
before selling the Control Option to a third party and will consider Jones'
views as to the suitability of potential purchasers.

18
<PAGE> 42

(ii) if applicable, the securities described in clauses (i) and (ii) of Section
7.2(b) (the "Additional Securities") at the price described therein.

(b) If Grantor (or its Affiliate) timely delivers an Acceptance
Notice, the closing for the purchase and sale of the Control Option and the
Additional Securities will take place 20 Business Days after delivery of such
Acceptance Notice.

(c) The purchase price for the Control Option and the Additional
Securities will be paid by wire transfer in immediately available funds to a
bank account designated by Purchaser not less than five Business Days prior to
Closing.

(d) At any closing hereunder, Purchaser will deliver to the
purchaser good and valid title to the Control Option and the Additional
Securities, free and clear of any Lien.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival. The covenants, agreements, representations
and warranties of the parties hereto contained in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection
herewith shall survive the Closing until one year after the date of the
Closing, provided that the representation and warranty contained in Section 5.1
shall survive indefinitely. Notwithstanding the preceding sentence, any
covenant, agreement, representation or warranty in respect of which indemnity
may be sought under this Agreement shall survive the time at which it would
otherwise terminate pursuant to the preceding sentence, if notice of the
inaccuracy or breach thereof giving rise to such right of indemnity shall have
been given to the party against whom such indemnity may be sought prior to such
time. Any such notice shall set forth the basis of the claim for
indemnification (including reference to the specific details regarding the
manner in which the covenants, agreements, representations or warranties are
alleged to have been breached).

19
<PAGE> 43

suffered by Purchaser arising out of any misrepresentation or breach of
warranty, covenant or agreement made or to be performed by Grantor pursuant to
this Agreement.

(b) Purchaser hereby indemnifies Grantor against and agrees to hold
it harmless from any and all Damages incurred or suffered by Grantor arising
out of any misrepresentation or breach of warranty, covenant or agreement made
or to be performed by Purchaser pursuant to this Agreement.

SECTION 8.3. Procedures. The party seeking indemnification under
Section 8.2 (the "Indemnified Party") agrees to give prompt notice to the party
against whom indemnity is sought (the "Indemnifying Party") of the assertion of
any claim, or the commencement of any suit, action or proceeding in respect of
which indemnity may be sought under such Section. The Indemnifying Party may,
and at the request of the Indemnified Party shall participate in and control
the defense of any such suit, action or proceeding at its own expense. The
Indemnifying Party shall not be liable under Section 8.2 for any settlement
effected without its consent of any claim, litigation or proceeding in respect
of which indemnity may be sought hereunder.

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest. In order to secure the
performance of the Secured Obligations in accordance with the terms thereof,
and to secure the performance of all the obligations of Grantor hereunder:

(a) Grantor hereby assigns and pledges to Purchaser and grants to
Purchaser a security interest in the Optioned Shares, and all of its rights and
privileges with respect to the Optioned Shares, and all income and profits
thereon (other than dividends paid by the Company in respect of the Optioned
Shares prior to any exercise by the Purchaser of its remedies hereunder, which
will paid over to Grantor as provided in Section 9.4) and all proceeds of the
foregoing, and any and all property referred to in Section 9.1(b) (the
"Collateral").

20
<PAGE> 44

Optioned Shares prior to any exercise by the Purchaser of its remedies
hereunder), as additional security for the Secured Obligations. All such
securities, share certificates, instruments and other property constitute
Collateral and are subject to all provisions of this Agreement.

(c) The Security Interest is granted as security only and shall not
subject Purchaser to, or transfer or in any way affect or modify, any
obligation or liability of Grantor with respect to any of the Collateral or any
transaction in connection therewith.

(d) In the event Grantor fails to perform any Secured Obligation,
Purchaser shall be entitled to exercise all rights of a secured party under the
Uniform Commercial Code (whether or not in effect in the jurisdiction where the
rights are exercised) and such other rights as may otherwise be provided to a
secured party under applicable law.

SECTION 9.2. Delivery of Collateral. All certificates representing
Optioned Shares (or securities described in Section 9.1(b)) delivered to
Purchaser by Grantor pursuant hereto shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, with signatures appropriately guaranteed, and accompanied
by any required transfer tax stamps, all in form and substance satisfactory to
Purchaser.

SECTION 9.3. Further Assurances. (a) Grantor agrees that it will,
at Purchaser's expense and in such manner and form as Purchaser may reasonably
require, execute, deliver, file and record any financing statement, specific
assignment or other paper and take any other action that may be necessary or
desirable, or that Purchaser may request, in order to create, preserve, perfect
or validate the Security Interest or to enable Purchaser to exercise and
enforce its rights hereunder with respect to any of the Collateral. To the
extent permitted by applicable law, Grantor hereby authorizes Purchaser to
execute and file, in the name of Grantor or otherwise, Uniform Commercial Code
financing statements (which may be carbon, photographic, photostatic or other
reproductions of this Agreement or of a financing statement relating to this
Agreement) which Purchaser in its reasonable discretion may deem necessary or
appropriate to further perfect the Security Interest.

(b) Grantor agrees that it will not change (i) its name, identity
or corporate structure in any manner or (ii) the location of its chief
executive office unless it shall have given Purchaser not less than 30 days'
prior notice thereof.

21
<PAGE> 45

SECTION 9.4. Right to Vote and Receive Dividends on Collateral.
(a) Until such time (if ever) that Purchaser shall have exercised any of its
remedies in respect of the Collateral, Grantor shall retain all voting rights
with respect to the Optioned Shares and shall have the right to receive all
dividends paid by the Company in respect of the Collateral and Purchaser shall
take all such action as Grantor may deem necessary or appropriate to give
effect to such right. All such dividends which are received by Purchaser shall
be received in trust for the benefit of Grantor and shall promptly be paid over
to Grantor.

(b) In the event Purchaser exercises any of its remedies in respect
of the Collateral, Purchaser shall thereafter be entitled to receive all
dividends paid by the Company in respect of the Collateral, but there will be
no Option Price adjustment pursuant to Section 3.3(a)(ii) in respect of any
such dividends retained by Purchaser.

SECTION 9.5. Limitation on Duty of Purchaser in Respect of
Collateral. Beyond the exercise of reasonable care in the custody thereof,
Purchaser shall have no duty as to any Collateral in its possession or control
or in the possession or control of any agent or bailee or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. Purchaser shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property, and shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any agent or bailee selected by Purchaser in good
faith.

SECTION 9.6. Termination of Security Interest; Release of
Collateral. The Security Interest granted hereunder shall terminate, and all
rights to the Collateral shall revert to the Grantor, at the Termination Time
(unless Purchaser has purchased the Optioned Shares). Upon any such
termination of the Security Interests or release of Collateral, Purchaser will
execute and deliver to Grantor such documents as Grantor shall reasonably
request to evidence the termination of the Security Interest or the release of
such Collateral, as the case may be.

SECTION 9.7. Successors and Assigns. The provisions of this
Article IX are for the benefit of Purchaser and Grantor and their respective
successors and assigns, and in the event of an assignment permitted by Section
10.2 of all or any of the Secured Obligations, the rights hereunder, to the
extent applicable to the

22
<PAGE> 46

indebtedness so assigned, may be transferred with such indebtedness.

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination. (a) This Agreement will terminate
automatically and will be of no further force or effect at the Termination
Time.

(b) The termination of this Agreement pursuant to Section 10.1
shall be without liability of any party (or any stockholder, director, officer,
employee, agent, consultant or representative of such party) to any other party
to this Agreement, provided that no such termination shall relieve any party
for any liability such party may have for a material willful breach hereof.

SECTION 10.2. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors. No party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
written consent of the other parties hereto, provided that (i) Purchaser may
assign its rights, but not its obligations, hereunder to any Eligible Assignee,
(ii) Purchaser may assign its rights and obligations hereunder as provided in
Article VII and (iii) Purchaser may assign its rights (but not its obligations)
hereunder at any time after the delivery by it of an Exercise Notice to Grantor
if at the time of any such assignment pursuant to this clause (iii) the
assignee will purchase the Optioned Shares pursuant to Section 3.5.

(b) For purposes of this Agreement, "Eligible Assignee" means any
entity which at the time of such assignment is, and thereafter during the term
of this Agreement remains, (i) controlled, directly or indirectly, by the
Purchaser and (ii) not primarily engaged in, or a Subsidiary of the Purchaser
primarily engaged in, the direct operation or management of (x) cable
television systems located in North America, (y) wireline local communications
services located in the United States of America or (z) educational programming
services, other than Purchaser and any Person that is an Intercable Group
Entity or a JI Group Entity (each a "Restricted Business"). The parties hereto
acknowledge that the foregoing provisions are not intended to restrict the
Purchaser from assigning its rights hereunder to a Subsidiary of the Purchaser
that is a holding company of an entity or entities primarily engaged in a
Restricted Business.

23
<PAGE> 47

SECTION 10.3. Specific Performance. The parties agree that (i)
Purchaser would be irreparably damaged if for any reason Grantor failed to sell
the Optioned Shares upon exercise of the Control Option or to perform any of
Grantor's other obligations under this Agreement, and that Purchaser would not
have an adequate remedy at law for money damages in such event and (ii) Grantor
would be irreparably damaged if for any reason Purchaser failed to maintain the
Collateral in accordance with the terms of this Agreement or to perform any of
Purchaser's other obligations under this Agreement, and that Grantor would not
have an adequate remedy at law for money damages in such event. Accordingly,
each party shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by the other
party. This provision is without prejudice to any other rights that each party
may have against the other party for any failure to perform their obligations
under this Agreement.

SECTION 10.4. Notices. All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly given when
delivered in person, by cable, telegram or telex, or by registered or certified
mail (postage prepaid, return receipt requested):

if to Grantor:

(name of Grantor)
(address)
Fax:
Attention:

with a copy to:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510
Attention: Glenn R. Jones and General
Counsel

if to Purchaser:

(Bell Canada International Inc.)
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

24
<PAGE> 48

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

Any notice delivered after business hours or on any day which is not a Business
Day shall be deemed for purposes of computing any time period hereunder to have
been delivered on the succeeding Business Day.

SECTION 10.5. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

SECTION 10.6. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

SECTION 10.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without
regard to the conflicts of law rules of such state.

SECTION 10.8. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other parties
hereto.

SECTION 10.9. Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

25
<PAGE> 49

SECTION 10.10. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

SECTION 10.11. Separability. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

(NEWCO)

________________________________
By:
Title:

(BELL CANADA INTERNATIONAL INC.)

________________________________
By:
Title:

26
<PAGE> 50

CHANGES REQUIRED IF

ALTERNATIVE TRANSACTION IS CONSUMMATED

1. The following new definitions are added:

"Spacelink Option Agreement" means the Option Agreement dated as of
the date hereof between Purchaser and (name of Spacelink Newco.)

"Spacelink Bankruptcy Event" has the meaning set forth in the
Spacelink Option Agreement.

2. All references to "Related Option Agreement" become "Related Option
Agreements," which is defined to include the Spacelink Option Agreement.

3. The definition of Shareholders Agreement is revised to include Spacelink
as a party.

4. In Section 3.1(a), after each of the three references to "Jones Bankruptcy
Event," add "or Spacelink Bankruptcy Event."

5. In Section 3.2, at the end of the last sentence, add the following:
", provided that for purposes of this sentence, if the Exercise Period is
triggered by a Jones Bankruptcy Event, "Related Option Agreements" does
not include the Spacelink Option Agreement.

6. In Section 3.3(b)(iv) and Exhibit A, after "Jones Bankruptcy Event", add
"or Spacelink Bankruptcy Event."
<PAGE> 51

SCHEDULE I

THE OPTION PRICE

The Option Price on any Trigger Date will be based on the following table:

<TABLE>
<CAPTION>
Anniversary
of the
SPA Closing Base Price

<S> <C>
181st day
after SPA Closing 28.50

1 40.32
2 45.16
3 50.58
4 56.65
5 63.44
6 71.06
7 79.58
8 89.13
</TABLE>

The Option Price on any Trigger Date will equal the sum of:

(i) the Base Price on the anniversary of the SPA Closing immediately
preceding the Trigger Date, and

(ii) a pro rata portion (based on the number of days elapsed between the
most recent anniversary of the SPA Closing and the Trigger Date) of
the difference between such Base Price and the Base Price on the
immediately succeeding anniversary of the SPA Closing.
<PAGE> 52

EXHIBIT A

(Form of Exercise Period Notice)

(Date)

To (Bell Canada International Inc.):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Grantor's Notice is being delivered to you pursuant to
Section 3.1 of the Agreement.

Grantor hereby irrevocably notifies Purchaser that (an Event has
occurred on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(i) of the Agreement. Such Exercise Period will expire on 270 days from
receipt by you of this Grantor's Notice.)(3) (a Resignation Event has occurred
on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(ii) of the Agreement. Such Exercise Period will expire on ________,
which is 90 days from receipt by you of this Grantor's Notice.)(4) (pursuant to
subsection 3.1(a)(iii) of the Agreement, Grantor hereby requests that Purchaser
determine whether it wishes to exercise the Control Option on or prior to
________, which is 180 days from receipt by you of this Grantor's Notice.)(5)
(a Jones Bankruptcy Event has occurred on (date) and an Exercise Period has
commenced pursuant to subsection 3.1(a)(v) of the Agreement. Such Exercise
Period will expire on ________, which is 30 days from receipt by you of this
Grantor's Notice.)(6)

If Purchaser wishes to exercise the Control Option pursuant to the
terms and conditions of the Agreement, please respond by delivery of an
Exercise Notice in accordance with Section 3.2 of the Agreement prior to the
expiration of the Exercise Period.

(NEWCO)

By:
<PAGE> 53
(3) Insert if Section 3.1(a)(i) Grantor's Notice.

(4) Insert if Section 3.1(a)(ii) Grantor's Notice.

(5) Insert if Section 3.1(a)(iii) Grantor's Notice.

(6) Insert if Section 3.1(a)(v) Grantor's Notice.
<PAGE> 54

EXHIBIT B

(Form of Exercise Notice)

(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement" dated as
of ________ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Exercise Notice is being delivered to you pursuant to Section
3.2 of the Agreement and in response to your Exercise Period Notice dated as of
(date).

Purchaser hereby (irrevocably elects to exercise the Control Option
and purchase the Optioned Shares for an aggregate purchase price of $__________
. Schedule I hereto sets forth our calculation of the purchase price per share
pursuant to Sections 3.3 and 3.4(a) of the Agreement. Please contact us so that
we may agree on a mutually acceptable time and place for closing.) (elects to
exercise to Control Option and purchase the Optioned Shares at a price to be
determined pursuant to Section 3.3 and the procedures described in Section
3.4(b) of the Agreement. Please contact us so that we may attempt to negotiate
the Market Value of _______ within 10 Business Days of the date hereof.)(7)

Please contact us so that we may agree on a mutually acceptable time
and place for closing.

(BELL CANADA INTERNATIONAL INC.)

By:

(7) Use second option only if a Market Value must be determined pursuant to
Section 3.4(b).
<PAGE> 55
EXHIBIT C

(Form of Offer Notice)

(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Offer Notice is being delivered to you pursuant to Section
7.2 of the Agreement.

Purchaser wishes to dispose of the Control Option and hereby
irrevocably offers to sell the Control Option to Grantor (or, if Grantor elects
not to purchase the Control Option, any of its Affiliates, including the
Company) for the Offer Price (as defined in the Agreement), which we calculate
to be $__________ as of the date of this Offer Notice.

If Grantor (or its Affiliate) wishes to purchase the Control Option
for the Offer Price, please respond by delivery of an Acceptance Notice in
accordance with subsection 7.2(b) of the Agreement on or prior to that date
which is 270 days from receipt by you of this Offer Notice.

(Bell Canada International Inc.)

By:
<PAGE> 56
EXHIBIT D

(Form of Acceptance Notice)

(Date)

To (Bell Canada International Inc.):

Reference is made to the Option Agreement (the "Agreement") dated as
of ______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Acceptance Notice is being delivered to you pursuant to
Section 7.2 of the Agreement and in response to Purchaser's Offer Notice dated
as of (date).

Grantor hereby irrevocably agrees to exercise the Control Option and
purchase the Optioned Shares for the Offer Price, which we calculate to be
$___________ as of the date hereof. (Grantor also hereby elects to purchase
(i) all shares of Common Stock and Class A Common Stock and (ii) any other debt
or equity securities of the Intercable Group Entities held by Purchaser and its
Subsidiaries on the date hereof for an aggregate purchase price to be
determined pursuant to Section 7.2(b) of the Agreement.)(8)

Please contact us so that we may agree on a mutually acceptable time
and place for closing (and the purchase price of the additional securities)*.

(NEWCO)

By:

(8) Insert if appropriate.
<PAGE> 57

EXHIBIT B

(FOR USE BY SPACELINK IF THE
ALTERNATIVE TRANSACTION IS CONSUMMATED)

OPTION AGREEMENT

Dated as of (Closing Date), 1994

Between

(BELL CANADA INTERNATIONAL INC.)

and

(NEWCO)
<PAGE> 58
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2. Exercise of Control Option . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3. Purchase Price For the Optioned
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.4. Determination of Market Value . . . . . . . . . . . . . . . . . 10
SECTION 3.5. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.6. Termination of Control Option . . . . . . . . . . . . . . . . . 11
SECTION 3.7. Adjustment Upon Changes in Capital-
ization or Merger . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.2. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.1. Valid Title . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.4. Governmental Authorization . . . . . . . . . . . . . . . . . . . 14
SECTION 5.5. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

i
<PAGE> 59

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 5.7. Validity, Perfection and Priority of
Security Interest . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

SECTION 6.1. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.2. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . 16
SECTION 6.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.5. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.6. Acquisition for Purchaser's Account . . . . . . . . . . . . . . 16

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.2. Right of First Offer . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.3. Closing Procedures . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.2. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.3. Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.2. Delivery of Collateral . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.4. Right to Vote and Receive Dividends
on Collateral . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.5. Limitation on Duty of Purchaser in
Respect of Collateral . . . . . . . . . . . . . . . . . . . 22
SECTION 9.6. Termination of Security Interest;
Release of Collateral . . . . . . . . . . . . . . . . . . . 22
SECTION 9.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

ii
<PAGE> 60
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE X
MISCELLANEOUS

SECTION 10.1. Termination. . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.2. Successors and Assigns. . . . . . . . . . . . . . . . . . 23

SECTION 10.3. Specific Performance 23
SECTION 10.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.5. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.6. Amendments and Waivers . . . . . . . . . . . . . . . . . 25
SECTION 10.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.8. Counterparts; Effectiveness. . . . . . . . . . . . . . . 25
SECTION 10.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.10. Entire Agreement . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.11. Separability. . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES
<S> <C>
SCHEDULE I Option Price

EXHIBITS

EXHIBIT A Exercise Period Notice
EXHIBIT B Exercise Notice
EXHIBIT C Offer Notice
EXHIBIT D Acceptance Notice
</TABLE>

iii
<PAGE> 61
OPTION AGREEMENT

AGREEMENT dated as of (Closing Date), 1994 between (BELL CANADA
International Inc., a Canadian corporation) ("Purchaser"), and (NEWCO), a
(Delaware) corporation ("Grantor").

(NOTE: THIS DRAFT DOES NOT INCLUDE MECHANICS FOR PURCHASER BEING A
FINANCIAL INSTITUTION ACTING AS AGENT FOR BCI)

W I T N E S E T H :

WHEREAS, concurrently with the execution of this Agreement,
Purchaser is purchasing (5,864,873) shares of Class A Common Stock of Jones
Intercable, Inc., a Colorado corporation (the "Company"), for an aggregate
purchase price of ($161,284,007);

WHEREAS, the parties hereto acknowledge that Purchaser would not
enter into the Stock Purchase Agreement (as defined below) unless Grantor also
granted the option set forth herein; and

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. (a) The following terms, as used
herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Capital Stock" means, at any time, Common Stock, Class A Common
Stock and any other authorized capital stock of the Company.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law,
<PAGE> 62
rule or regulation, or any change in the interpretation or administration
thereof by any Governmental Authority (whether by opinion, order, policy
statement or other similar documents), or any directive of any Governmental
Authority.

"Class A Common Stock" means the Class A Common Stock of the
Company, par value $0.01 per share.

"Collateral" has the meaning assigned to such term in Section 9.l(a).

"Common Stock" means the Common Stock of the Company, par value
$0.01 per share.

"Control Option" means the option to purchase the Optioned Shares
pursuant to the terms and conditions of this Agreement.

"Dollars" and sign "$" means United States dollars.

"Exon-Florio Act" means Section 721 of Title VII of the Defense
Production Act of 1950, as amended, together with the rules and regulations
promulgated thereunder.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

2
<PAGE> 63
"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Jones International" means Jones International, Ltd., a Colorado
corporation.

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset.

"Option Price" means, at any time, the Option Price described on
Schedule I at such time.

"Optioned Shares" means the ______ shares of Common Stock owned by
Grantor on the date hereof and delivered to Purchaser pursuant to Section 9.1
(as the same may be adjusted pursuant to Section 3.7).

"Optionor" means Grantor and the grantor under the Related Option
Agreement.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Purchase Price" means the aggregate amount payable to Grantor in
connection with the purchase of the Optioned Shares, as calculated pursuant to
Section 3.3.

"Related Option Agreements" means the Option Agreements dated as of
the date hereof between (i) Purchaser and Jones and (ii) Purchaser and
International.

"Resignation Event" means the resignation of Glenn R. Jones as Chief
Executive Officer of the Company.

"Secured Obligations" means the obligations of Grantor to deliver
the Optioned Shares at the Closing, free and clear of any Lien and any other
limitation or restriction under this Agreement.

3
<PAGE> 64

"Securities Act" means the Securities Act of 1933, as amended, and
rules and regulations promulgated thereunder.

"Security Interest" means the security interest in the Collateral
granted hereunder securing the Secured Obligations.

"Shareholders Agreement" means the Shareholders Agreement dated as
of the date hereof among the Purchaser, the Company, Spacelink, Jones and
International.

"SPA Closing" means the closing under the Stock Purchase Agreement.

"Spacelink" means Jones Spacelink, Ltd., a Colorado corporation.

"Spacelink Bankruptcy Event" means (i) Grantor or Spacelink shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or substantially all of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing, (ii) an involuntary case or other
proceeding shall be commenced against Grantor or Spacelink seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or substantially all of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 90 days or (iii) an order for relief shall be entered against
Grantor or Spacelink under the federal bankruptcy laws as now or hereafter in
effect.

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between the Company and Purchaser.

4
<PAGE> 65
by such Person, (ii) any partnership of which such Person is, directly or
indirectly, a general or managing partner or (iii) any other entity that is,
directly or indirectly, controlled by such Person. The parties hereto
acknowledge that (i) Glenn R. Jones and Jones International are not
Subsidiaries of any Intercable Group Entity and (ii) BCE Inc. is not a
Subsidiary of Purchaser.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option. (a) Subject to the terms and
conditions of this Agreement, Grantor hereby grants to Purchaser an irrevocable
option to purchase all, but not less than all, of the Optioned Shares.

5
<PAGE> 66
(b) In consideration of the grant by Grantor of the Control Option,
Purchaser hereby pays to Grantor an amount in cash equal to $19.00 per Optioned
Share.

(c) Amounts paid by Purchaser pursuant to this Section 2.1 shall
not be deducted from the Purchase Price payable at the Closing.

ARTICLE III

EXERCISE OF THE CONTROL OPTION

(i) the period commencing on the day of an Event and ending
270 days after Purchaser receives written notice from or on behalf of
any Optionor of the occurrence of an Event;

(ii) the period commencing on the day of a Resignation Event
and ending 90 days after Purchaser receives a written notice from (or
on behalf of) any Optionor of the occurrence of a Resignation Event;

(iii) the period commencing on the day that Purchaser
receives a written notice from (or on behalf of) Grantor requesting
that Purchaser exercise the Control Option (the "Grantor's Notice"),
which notice may be delivered only on or after the fifth anniversary
of the SPA Closing, and ending 180 days after such day;

(iv) the period commencing on the seventh anniversary of the
SPA Closing and ending on the eighth anniversary of the SPA Closing;
and

(v) the period commencing on the day of a Spacelink
Bankruptcy Event and ending 30 days after Purchaser receives written
notice of the occurrence of a Spacelink Bankruptcy Event. provided
that no Exercise Period will expire if immediately preceding such
expiration there is in effect a law, regulation or order that stays or
otherwise prohibits Purchaser from delivering an Exercise Notice after
(or as a result of) the occurrence of a Spacelink Bankruptcy Event.

6
<PAGE> 67
(b) The notices delivered pursuant to clauses (i), (ii), (iii) and
(v) will be in the form attached hereto as Exhibit A. A Grantor's Notice
delivered pursuant to clause (iii) will be effective only if a similar notice
is simultaneously delivered to Purchaser under the Related Option Agreements.
Once delivered to Purchaser, a Grantor's Notice will be irrevocable.

(c) Subject to the termination provisions of Section 3.6, the
parties acknowledge that at any given time there may be more than one Exercise
Period in effect at such time.

SECTION 3.2. Exercise of Control Option. (a) Purchaser may
exercise the Control Option at any time during an Exercise Period by delivery
to Grantor of an irrevocable written notice in the form attached hereto as
Exhibit B (the "Exercise Notice"). Purchaser has no obligation to deliver an
Exercise Notice and may allow the Control Option to expire and terminate
without purchasing the Optioned Shares. The Control Option may only be
exercised simultaneously with the exercise of the option granted under the
Related Option Agreements and the Closing hereunder will only take place
simultaneously with the closing of the exercise of the option granted under the
Related Option Agreements.

(ii) All other actions by, in respect of or filings with any
Governmental Authority in the United States, England or Spain, or any
other country where the Intercable Group conducts material business,
required to permit the consummation of the Closing shall have been
taken or obtained, as the case may be, and shall be in full force and
effect.

7
<PAGE> 68
(iii) There shall not then be in effect any applicable law,
rule or regulation or any judgment, injunction, order or decree that
has one or more of the effects described in clauses (a), (b) or (c) of
the following paragraph (iv), provided that if after the date hereof
Bell Canada International Inc. ("BCI") or any of its Affiliates enters
into a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
such effects, then this clause (iii) will not apply to any such law,
rule or regulation.

(vi) The representations and warranties of Grantor contained
in Article V shall be true at and as of the date of the Closing, as if
made at and as of such date.

SECTION 3.3. Purchase Price For the Optioned Shares.

(a) The purchase price per Optioned Share will be calculated as
follows:

8
<PAGE> 69
(i) (A) if the Trigger Date occurs prior to or on the
(18th)(1) day after the date hereof, ___% of the Market Value of a
share of Class A Common Stock on the applicable Trigger Date, or (B)
if the Trigger Date occurs after such (18th) day, the sum of (x)
two-thirds of the Option Price on the applicable Trigger Date and (y)
one-third of 120% of the Market Value of a share of Class A Common
Stock on the applicable Trigger Date(2), in each case reduced by

(b) The applicable "Trigger Date" will depend on the Exercise
Period under which Purchaser is delivering an Exercise Notice and will be
earliest of the following days:

(i) in the case of an Exercise Period described in clauses
(i) or (ii) of Section 3.1(a), the day of an Event or Resignation
Event, as the case may be;

(ii) in the case of an Exercise Period described in clause
(iii) of Section 3.1(a), the day immediately preceding the day on
which Grantor delivers a Grantor's Notice;

(iii) in the case of an Exercise Period described in clause
(iv) of Section 3.1(a), the day immediately preceding the day on which
Purchaser delivers an Exercise Notice; or

(iv) in the case of an Exercise Period described in clause
(v) of Section 3.1(a), the day immediately preceding the day of a
Spacelink Bankruptcy Event.

(1)Insert day which is six months after closing.

9
<PAGE> 70
SECTION 3.4. Determination of Market Value. (a) For purposes of
this Agreement, "Market Value" of a share of Class A Common Stock means, on any
Trigger Date, the average of the daily closing prices on the NASDAQ National
Market System (or other principal exchange on which shares of Class A Common
Stock are listed or approved for trading) for the shares of Class A Common
Stock for the 20 consecutive trading days immediately prior to the Trigger
Date. The daily closing price for each such trading day shall be the closing
price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of Class A Common Stock is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account exdividend
trading.

10
<PAGE> 71
(c) At any time prior to 10 Business Days after the receipt by
Purchaser of a written determination of the Market Value pursuant to the
immediately preceding paragraph (b) (the "Withdrawal Period"), Purchaser shall
have the right to withdraw its Exercise Notice by written notice to Grantor.
Notwithstanding the immediately preceding sentence, in the event the investment
banking firm selected by Purchaser submits a proposed Market Value pursuant to
such paragraph (b), Purchaser may withdraw its Exercise Notice only for 10
Business Days after the receipt by Purchaser of such proposed Market Value,
provided that if (but only if) the Final Determination is greater than 110% of
such proposed Market Value, Purchaser will have 10 Business Days after the
receipt by Purchaser of such Final Determination to withdraw its Exercise
Notice. If Purchaser does not withdraw such Exercise Notice pursuant to this
paragraph (c), Purchaser will notify Grantor within five Business Days after
the expiration of such Withdrawal Period as to the time and place of the
Closing, which shall be not more than 20 Business Days after the expiration of
such Withdrawal Period, provided that, subject to Section 3.6, Purchaser may
postpone such closing until such time as the conditions described in Section
3.2(b) have been satisfied or waived by Purchaser.

SECTION 3.6. Termination of Control Option. (a) The Control Option
shall terminate at 5:00 p.m. Denver time when the first Exercise Period
described in clauses (i), (iii) or (iv) of Section 3.1 expires (the
"Termination Time"), provided that, subject to the following paragraph (b), the
Control Option will not terminate if Purchaser has previously delivered to
Grantor an Exercise Notice. The Control Option shall also terminate (A) at
such time as Purchaser withdraws an Exercise Notice pursuant to Section 3.4(c),
or (B) if the Closing has been postponed pursuant to Section 3.2(b), ten
Business Days after Grantor

11
<PAGE> 72
has delivered written notice to Purchaser stating that it believes Purchaser is
not using its reasonable efforts to consummate the Closing promptly (which
notice will set forth the basis for such claim) and Purchaser has failed to use
its reasonable efforts prior to the expiration of such period to cure the
problem identified by Grantor. The Control Option will not terminate upon the
expiration of the Exercise Periods described in clauses (ii) and (v) of Section
3.1.

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on Optioned Shares.
Except as contemplated by this Agreement, until the Termination Time, Grantor
shall not, directly or indirectly, (i) grant any proxies (other than a
revocable proxy granted in connection with a meeting of stockholders) or enter
into any voting trust or other agreement or arrangement with respect to the
voting of any Optioned Shares, (ii) sell, assign, transfer, encumber or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance or other disposition of, any Optioned Shares or (iii)
seek or solicit any transaction or arrangement described in clauses (i) and
(ii). Grantor will notify Purchaser promptly (and provide

12
<PAGE> 73
all details reasonably requested by Purchaser) if Grantor is approached or
solicited, directly or indirectly, by any person with respect to any of the
foregoing. Nothing herein shall be deemed to prevent or restrict (x) Grantor
or its Affiliates from voting its shares in its sole discretion on all matters,
except as otherwise agreed to between Grantor, its Affiliates and Purchaser in
the Shareholders Agreement or otherwise or (ii) any Affiliate of Grantor from
taking or refraining from taking any other action not provided herein or
otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.2. Corporate Existence. Grantor is a corporation duly
incorporated, validly existing and in good standing under the laws of Colorado
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted. Grantor is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where the failure to
be so qualified would not, individually or in the

13
<PAGE> 74

aggregate, have a material adverse effect on the condition or business of
Grantor. Grantor has heretofore delivered to Purchaser true and complete
copies of its articles of incorporation and bylaws as currently in effect.

14
<PAGE> 75

any Intercable Group Entity in connection with the grant or exercise of the
Control Option.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Grantor that as of the date
hereof and, in the case of Sections 6.5 and 6.6 the date of the Closing:

SECTION 6.1. Corporate Existence. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of Canada
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted.

SECTION 6.2. Binding Effect. The execution, delivery and
performance by Purchaser of this Agreement are

15
<PAGE> 76

within Purchaser's powers and have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly
executed and delivered by Purchaser and, assuming the accuracy of Grantor's
representations and warranties herein, is a valid and binding Agreement of
Purchaser.

16
<PAGE> 77

thereof and will not be transferred except in compliance with the Securities
Act.

ARTICLE VII

CHANGE IN LAW

(b) For a period of 270 days after receipt of the Offer Notice,
Grantor (or, if Grantor elects not to purchase the Control Option, any of its
Affiliates, including the Company) may, by a written notice to Purchaser in the
form attached as Exhibit D hereto (an "Acceptance Notice"), elect to purchase
the Control Option at the Offer

17
<PAGE> 78

Price and, if it so elects, may also purchase all (but not less than all) of
(i) the shares of Common Stock and Class A Common Stock then held by Purchaser
and its Subsidiaries at a price per share equal to the Market Value of such
shares (calculated pursuant to Section 3.4 and assuming that the Trigger Date
is the day immediately preceding the day the Offer Notice is delivered) and
(ii) any other debt or equity securities of the Intercable Group Entities then
held by the Purchaser and its Subsidiaries at a price equal to the fair market
value of such securities on the day immediately preceding the day on which the
Offer Notice is delivered (such value to be determined pursuant to the
valuation procedures described in Section 3.4(b)).

SECTION 7.3. Closing Procedures. (a) The delivery of an
Acceptance Notice will constitute a contract between Purchaser and Grantor (and
any Affiliate of Grantor that delivers the Acceptance Notice) for the purchase
and sale of (i) the Control Option at the Offer Price, and (ii) if applicable,
the securities described in clauses (i) and (ii) of Section 7.2(b) (the
"Additional Securities") at the price described therein.

18
<PAGE> 79

(d) At any closing hereunder, Purchaser will deliver to the
purchaser good and valid title to the Control Option and the Additional
Securities, free and clear of any Lien.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.2. Indemnification. (a) Grantor hereby indemnifies
Purchaser against and agrees to hold it harmless from any and all damage, loss,
liability and expense other than consequential damages (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any action, suit or proceeding) ("Damages")
incurred or suffered by Purchaser arising out of any misrepresentation or
breach of warranty, covenant or agreement made or to be performed by Grantor
pursuant to this Agreement.

19
<PAGE> 80

ARTICLE IX

PLEDGE OF OPTIONED SHARES

(b) In the event any change in the Company's capital stock
described in Section 3.7 shall occur, Grantor will immediately pledge and
deposit with Purchaser any securities (and any share certificates or other
instruments evidencing such securities) issued by the Company in respect of the
Optioned Shares, and all income and profits thereon (other than dividends paid
by the Company in respect of the Optioned Shares prior to any exercise by the
Purchaser of its remedies hereunder), as additional security for the Secured
Obligations. All such securities, share certificates, instruments and other
property constitute

20
<PAGE> 81

Collateral and are subject to all provisions of this Agreement.

SECTION 9.4. Right to Vote and Receive Dividends on Collateral.
(a) Until such time (if ever) that Purchaser shall have exercised any of its
remedies in

21
<PAGE> 82

respect of the Collateral, Grantor shall retain all voting rights with respect
to the Optioned Shares and shall have the right to receive all dividends paid
by the Company in respect of the Collateral and Purchaser shall take all such
action as Grantor may deem necessary or appropriate to give effect to such
right. All such dividends which are received by Purchaser shall be received in
trust for the benefit of Grantor and shall promptly be paid over to Grantor.

22
<PAGE> 83

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination. (a) This Agreement will terminate
automatically and will be of no further force or effect at the Termination
Time.

SECTION 10.3. Specific Performance. The parties agree that (i)
Purchaser would be irreparably damaged if for

23
<PAGE> 84

any reason Grantor failed to sell the Optioned Shares upon exercise of the
Control Option or to perform any of Grantor's other obligations under this
Agreement, and that Purchaser would not have an adequate remedy at law for
money damages in such event and (ii) Grantor would be irreparably damaged if
for any reason Purchaser failed to maintain the Collateral in accordance with
the terms of this Agreement or to perform any of Purchaser's other obligations
under this Agreement, and that Grantor would not have an adequate remedy at law
for money damages in such event. Accordingly, each party shall be entitled to
specific performance and injunctive and other equitable relief to enforce the
performance of this Agreement by the other party. This provision is without
prejudice to any other rights that each party may have against the other party
for any failure to perform their obligations under this Agreement.

if to Grantor:

(name of Grantor)
(address)
Fax:
Attention:

with a copy to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510
Attention: Glenn R. Jones and General
Counsel

if to Purchaser:

(Bell Canada International Inc.)
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

24
<PAGE> 85

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

SECTION 10.5. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

SECTION 10.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without
regard to the conflicts of law rules of such state.

SECTION 10.9. Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

25
<PAGE> 86

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

(NEWCO)

________________________________
By:
Title:

(BELL CANADA INTERNATIONAL INC.)

________________________________
By:
Title:

26
<PAGE> 87

SCHEDULE I

THE OPTION PRICE

The Option Price on any Trigger Date will be based on the following table:

<TABLE>
<CAPTION>
Anniversary
of the
SPA Closing Base Price
<S> <C>
181st day
after SPA Closing 28.50

1 40.32
2 45.16
3 50.58
4 56.65
5 63.44
6 71.06
7 79.58
8 89.13
</TABLE>

The Option Price on any Trigger Date will equal the sum of:

(i) the Base Price on the anniversary of the SPA
Closing immediately preceding the Trigger Date,
and

(ii) a pro rata portion (based on the number of days
elapsed between the most recent anniversary of the
SPA Closing and the Trigger Date) of the
difference between such Base Price and the Base
Price on the immediately succeeding anniversary of
the SPA Closing.
<PAGE> 88
EXHIBIT A

(Form of Exercise Period Notice)

(Date)

To (Bell Canada International Inc.):

Grantor hereby irrevocably notifies Purchaser that (an Event has
occurred on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(i) of the Agreement. Such Exercise Period will expire on 270 days from
receipt by you of this Grantor's Notice.)(3) (a Resignation Event has occurred
on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(ii) of the Agreement. Such Exercise Period will expire on ________,
which is 90 days from receipt by you of this Grantor's Notice.)(4) (pursuant to
subsection 3.1(a)(iii) of the Agreement, Grantor hereby requests that Purchaser
determine whether it wishes to exercise the Control Option on or prior to
________, which is 180 days from receipt by you of this Grantor's Notice.)(5)
(a Spacelink Bankruptcy Event has occurred on (date) and an Exercise Period has
commenced pursuant to subsection 3.1(a)(v) of the Agreement. Such Exercise
Period will expire on ________, which is 30 days from receipt by you of this
Grantor's Notice.)(6)

(NEWCO)

By:

(3) Insert if Section 3.1(a)(i) Grantor's Notice.

(4) Insert if Section 3.1(a)(ii) Grantor's Notice.

(5) Insert if Section 3.1(a)(iii) Grantor's Notice.

(6) Insert if Section 3.1(a)(v) Grantor's Notice.
<PAGE> 89

EXHIBIT B

(Form of Exercise Notice)

(Date)

To (Newco):

Please contact us so that we may agree on a mutually acceptable time
and place for closing.

(BELL CANADA INTERNATIONAL INC.)

By:

(7) Use second option only if a Market Value must be determined pursuant to
Section 3.4(b).
<PAGE> 90

EXHIBIT C

(Form of Offer Notice)
(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Offer Notice is being delivered to you pursuant to Section
7.2 of the Agreement.

(Bell Canada International Inc.)

By:
<PAGE> 91
EXHIBIT D

(Form of Acceptance Notice)

(Date)

To (Bell Canada International Inc.):

Please contact us so that we may agree on a mutually acceptable time
and place for closing (and the purchase price of the additional securities)*.

(NEWCO)

By:

(8) Insert if appropriate.
<PAGE> 92

EXHIBIT C

CERTIFICATE OF INCORPORATION
OF
(NEWCO)

THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to the provisions of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

FIRST: The name of the corporation is (Newco) (the "Corporation").

SECOND: The address of the registered office of the Corporation in
the State of Delaware is (Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801). The name of the registered
agent of the Corporation at such address is (The Corporation Trust Company).

THIRD: The purpose of the Corporation is solely (i) to own shares
of Common Stock, par value $0.01 per share ("Intercable Stock"), of Jones
Intercable, Inc. ("Intercable"), (ii) to enter into an option agreement (as
amended from time to time, the "Option Agreement") to be dated as of ______ __,
1994 with Bell Canada International Inc. ("BCI"), or a financial institution
acting as agent for BCI, pursuant to which the Corporation will grant to BCI or
such agent an option to purchase and a continuing security interest in all of
the shares of Intercable Stock owned by the Corporation, (iii) to perform its
obligations and enforce its rights under the Option Agreement and (iv) to take
any and all actions and to do any and all things necessary or appropriate to
accomplish the foregoing. The Corporation will conduct no other activities
except as described in the immediately preceding sentence. Without limiting
the generality of the foregoing, the Corporation will not assume or guarantee
the obligations of any other person or entity.

FOURTH: The Corporation shall have the authority to issue two
classes of shares of capital stock, which shall be designated "Common Stock"
and "Preferred Stock". The total number of shares of Common Stock which the
Corporation is authorized to issue is 1,000 shares, par value $0.01 per share.
Each share of Common Stock shall be entitled to one vote. The total number of
shares of Preferred Stock which the Corporation is authorized to issue is one
(1) share, par value $0.01 per share. No shares of capital stock may be
<PAGE> 93

transferred without the unanimous consent of all holders of Common Stock and
Preferred Stock.

FIFTH: (1) The holder of Preferred Stock shall be entitled to
receive cumulative cash dividends equal to ($50.00) per share. Such dividends
shall be payable annually on _______ __ of each year (unless such day is not a
business day, in which event on the next succeeding business day) to the holder
of record as it appears on the register for the Preferred Stock, commencing on
the first such date following the date of issuance of the Preferred Stock.
Dividends shall accrue from the date of original issue of the Preferred Stock.
Annual dividends which are not paid in full will accumulate without interest
until such accumulated annual dividends shall have been declared and paid by
the Board of Directors of the Corporation.

(2) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, before any payment or
distribution of the assets of the Corporation (whether capital or surplus), or
proceeds thereof, shall be made to or set apart for the holders of shares of
Common Stock, the shareholder of Preferred Stock shall be entitled to receive
payment of $1,000.00 per share, plus an amount equal to all accrued and unpaid
dividends thereon, whether or not declared to the date of such payment.

(3) On or after the first business day following the Termination
Time (as defined in the Option Agreement), the Preferred Stock will be redeemed
automatically (subject to the legal availability of funds), in whole but not in
part, at a redemption price equal to $1,000.00 per share, together with an
amount equal to all accrued and unpaid dividends (whether or not declared) to
the date of redemption.

(4) Except as required by law and except as provided in paragraph 5
below, each share of Preferred Stock shall not be entitled to vote.

(5) At any time when the Preferred Stock is outstanding, (a) the
holder of the Preferred Stock shall have the right to nominate, elect and
remove the "Independent Director", as defined in Article ELEVENTH hereof, (b)
without the prior affirmative vote or written consent of the holder of the
Preferred Stock, the Corporation will not merge or consolidate with another
entity, or enter into an agreement to take such an action and (c) without the
prior affirmative vote or written consent of the holder of the Preferred Stock,
the Corporation may not amend this Certificate of Incorporation.

2
<PAGE> 94

SIXTH: The name and address of the incorporator
are as follows:

NAME ADDRESS

The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.

SEVENTH: The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until
their successors are elected and qualified are:

NAME MAILING ADDRESS

(to come) (to come)

EIGHTH: Election of directors need not be by written ballot unless
the By-Laws of the Corporation so provide.

NINTH: The Board of Directors of the Corporation is authorized to
adopt, amend or repeal the By-Laws of the Corporation.

TENTH: (1) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that exculpation from liability is not
permitted under the General Corporation Law of the State of Delaware.

(2) The Corporation shall, to the maximum extent permitted under the
law of the State of Delaware, indemnify and hold harmless and upon request
shall advance expenses to any person (and the heirs, executors or
administrators of such person) who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit, proceeding
or claim, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was or has agreed to be a director or
officer of the Corporation. The right to indemnification in this Article TENTH
shall also include the right to be paid by the Corporation the expenses
incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by Delaware Law. The right to
indemnification conferred in this Article TENTH shall be a contract right.

(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was

3
<PAGE> 95

a director or officer of the Corporation against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.

(4) The rights and authority conferred in this Article TENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.

(5) Neither the amendment nor repeal of this Article TENTH, nor the
adoption of any provision of the Certificate of Incorporation or the By-Laws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this Article TENTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

ELEVENTH: (1) At all times, one of the directors of the
Corporation (the "Independent Director") shall be a person who is free from any
relationship that would interfere with the exercise of independent judgment by
such person as a member of the board of directors of the Corporation. Without
limiting the generality of the foregoing, a person will not be an Independent
Director if such person:

(i) is, or has been, a director or officer of, employed by
or a consultant to, any JI Group Entity,

(ii) is, or since January 1, 1993 has been, an officer,
director, general partner or more than 5% shareholder (by either vote
or value) of a Person that has, or since January 1, 1993 has had, a
material business relationship with any JI Group Entity,

(iii) is, or has been, a more than 5% shareholder (by either
vote or value) of any JI Group Entity, or is an officer or director of
any such shareholder, or

(iv) is a member of the immediate family (as defined in Rule
16a-1 under the Securities Exchange Act of 1934, as amended) of any
Person described in clauses (i), (ii) or (iii).

"JI Group Entity" means, at any time, Glenn R. Jones and each
other Person that is an Affiliate of Glenn R. Jones at such time.

4
<PAGE> 96

"Person" means an individual, corporation, partnership,
association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.

"Affiliate" means, with respect to any Person, any individual,
corporation, partnership, association, trust or other entity or
organization, including a government or political subdivision or an
agency or instrumentality thereof, other than the Corporation,
directly or indirectly controlling, controlled by, or under common
control with such Person.

(2) The Corporation shall maintain its principal executive office
separate from that of any Affiliate of the Corporation.

(3) The Corporation shall maintain its financial statements,
accounting records and other corporate documents separate from those of any
Affiliate of the Corporation or any other entity. The Corporation shall
prepare unaudited quarterly and audited annual financial statements, and the
Corporation's financial statements shall comply with generally accepted
accounting principles. The Corporation shall maintain its own bank accounts,
payroll and correct, complete and separate books of account. The Corporation
shall retain as its accountants a nationally recognized firm of independent
certified public accountants, provided that such accountants may also serve as
accountants of any Affiliate of the Corporation.

(4) The Corporation shall at all times hold itself out to the public
(including any creditors of an Affiliate of the Corporation) under the
Corporation's own name and as a separate and distinct corporate entity.
Communications on behalf of the Corporation shall be made in its own name.

(5) All customary formalities regarding the corporate existence of
the Corporation, including holding meetings of or obtaining the consent of its
Board of Directors, as appropriate, and its stockholders and maintaining
current and accurate minute books, shall be observed.

(6) The Corporation shall act solely in its own corporate name and
through its own duly authorized officers and agents. No Affiliate of the
Corporation shall act as an agent of the Corporation (provided that an officer
or director of such an Affiliate may also serve as an officer or director of
the Corporation).

5
<PAGE> 97

(7) The Corporation shall pay its own liabilities, indebtedness and
obligations of any kind, including all administrative expenses, from its own
separate assets.

(8) Assets of the Corporation shall be separately identified,
maintained and segregated. The Corporation's funds shall not be commingled
with those of any other corporate or natural person. The Corporation's assets
shall at all times be held by or on behalf of the Corporation and, if held on
behalf of the Corporation by another entity, shall at all times be kept
identifiable (in accordance with customary usages) as assets owned by the
Corporation. In no event shall any of the Corporation's assets be held on its
behalf by any Affiliate of the Corporation.

TWELFTH: The Corporation shall not, without the affirmative vote of
100% of the Board of Directors, institute proceedings to be adjudicated
bankrupt or insolvent; or consent to the institution of bankruptcy or
insolvency proceedings against it; or file a petition seeking, or consent to,
reorganization or relief under any applicable federal or state law relating to
bankruptcy; or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Corporation or a
substantial part of its property; or make any assignment for the benefit of
creditors; or admit in writing its inability to pay its debts generally as they
become due; or take any corporate action in furtherance of any such action.

THIRTEENTH: When voting on matters subject to the vote of the Board
of Directors, notwithstanding that the Corporation is not then insolvent, the
Independent Director may take into account the interests of the creditors of
the Corporation. Every stockholder of the Corporation shall be deemed to have
consented to the foregoing by virtue of such stockholder's purchase of shares
of capital stock of the Corporation, no further act or deed of any stockholder
being required to evidence such consent.

FOURTEENTH: The Corporation may not distribute any proceeds
received by it pursuant to Section 3.5 of the Option Agreement unless the
recipient of such proceeds agrees to assume the obligations of the Corporation,
if any, under Article VIII of the Option Agreement.

FIFTEENTH: The Corporation may amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, subject to the
provisions of Article TENTH, all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this reserved
power; provided that any such amendment

6
<PAGE> 98

(including without limitation any amendment of Articles TWELFTH and THIRTEENTH)
shall require the affirmative vote of 100% of the Board of Directors; and
provided further that any such amendment shall be subject to the provisions of
paragraph 5 of Article FIFTH.

7
<PAGE> 99
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make and file this
Certificate of Incorporation, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this day of ______, 1994.

__________________________

8
<PAGE> 100

EXHIBIT D

SHAREHOLDERS AGREEMENT

Dated as of (Closing Date), 1994

Among

JONES SPACELINK, LTD.,

GLENN R. JONES,

JONES INTERNATIONAL, LTD.,

BELL CANADA INTERNATIONAL INC.

and

JONES INTERCABLE, INC.

NOTE: AT CLOSING, THE SPECIAL PURPOSE VEHICLES WILL AGREE TO BE BOUND BY THE
AGREEMENT.
<PAGE> 101
TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
Page
----

ARTICLE I
DEFINITIONS
<S> <C> <C>
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
GOVERNANCE OF THE COMPANY

SECTION 2.1 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2 Class A Directors . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.3 Common Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.4 Nomination and Vacancies . . . . . . . . . . . . . . . . . . . . . . 12
2.5 Certain Shareholder Agreements . . . . . . . . . . . . . . . . . . . 12
2.6 Investor Consent Rights . . . . . . . . . . . . . . . . . . . . . . . 14
2.7 Termination of Rights . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Tag-Along Right and
Third Party Offers . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III
COVENANTS

SECTION 3.1 Investment Commitment . . . . . . . . . . . . . . . . . . . . . . . . 20
3.2 Consultation on Business Strategies . . . . . . . . . . . . . . . . . 21
3.3 Obligation to Refer Business
Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.4 Supplier Arrangements . . . . . . . . . . . . . . . . . . . . . . . . 24
3.5 Programming Services . . . . . . . . . . . . . . . . . . . . . . . . 24
3.6 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . 27
3.7 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.8 Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.9 Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.10 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.11 Certain Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . 34
3.12 Purchases of Additional Shares
of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.13 Termination of Article III . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

(1) The Table of Contents is not a part of this Agreement.

i
<PAGE> 102

<TABLE>
<CAPTION>
Page
----

ARTICLE IV
TRANSFER RESTRICTIONS
AND OFFER PROCEDURES
<S> <C> <C>
SECTION 4.1 Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 35
4.2 Sales of Class A Shares by Jones . . . . . . . . . . . . . . . . . . 36
4.3 Purchases of Class A Shares by
Bell International Group Entities . . . . . . . . . . . . . . . . 38
4.4 General Offer Procedures . . . . . . . . . . . . . . . . . . . . . . 39
4.5 Termination of Article IV . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V
PROVISIONS RELATING
TO THE CONTROL OPTION

SECTION 5.1 Issuances of Common Shares During the
Option Period . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.2 Consents and Approvals For Exercise
of Control Option . . . . . . . . . . . . . . . . . . . . . . . . 41
5.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.4 No Proxies or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.5 Deemed Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.6 Trading in Class A Shares . . . . . . . . . . . . . . . . . . . . . . 42
5.7 Certain Information . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.8 Termination of Article V . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

SECTION 6.1 Representations and Warranties of
Jones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Representations and Warranties of
International . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Representations and Warranties of
Investor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.4 Representations and Warranties of
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.5 Representations and Warranties of
Spacelink . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VII
MISCELLANEOUS

SECTION 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.2 Successors and Assigns; Assignment . . . . . . . . . . . . . . . . . 47
7.3 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . 48
7.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>

ii
<PAGE> 103
<TABLE>
<CAPTION>
Page
----

<S> <C> <C>
7.6 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . 50
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.8 Counterparts; Effectiveness . . . . . . . . . . . . . . . . . . 50
7.9 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 51
7.11 Separability . . . . . . . . . . . . . . . . . . . . . . . . . 51
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES
<S> <C>
SCHEDULE I List of Affiliate Agreements
SCHEDULE II List of Cable Partnerships

EXHIBITS

EXHIBIT A Registration Rights
EXHIBIT B Form of Sale Offer Notice
EXHIBIT C Form of Purchase Notice
EXHIBIT D Form of Purchase Offer Notice
EXHIBIT E Form of Sale Notice
</TABLE>

iii
<PAGE> 104

AGREEMENT dated as of (Closing Date), 1994 among JONES SPACELINK,
LTD., a Colorado corporation ("Spacelink"), GLENN R. JONES, a resident of
Colorado, JONES INTERNATIONAL, LTD., a Colorado corporation ("International"),
BELL CANADA INTERNATIONAL INC., a Canadian corporation ("Investor"), and JONES
INTERCABLE, INC., a Colorado corporation (the "Company").

W I T N E S E T H :

WHEREAS, concurrently with the execution of this Agreement, (i)
Investor is purchasing from the Company (5,864,873) Class A Shares at a price
of $27.50 per share, or ($161,284,007) in the aggregate and (ii) Spacelink,
Glenn R. Jones and International are granting to Investor options to purchase
the Optioned Shares (as defined below) pursuant to the Option Agreements (as
defined below); and

WHEREAS, in connection with such transactions the parties hereto
wish to enter into certain arrangements concerning the operation and governance
of the Company and other related matters;

NOW THEREFORE, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. (a) The following terms, as used herein, have
the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Affiliate Agreements" means the agreements described on Schedule I
as in effect on the date hereof.

"Bell International Shareholder" means, at any time, any Bell
International Group Entity that owns shares of Capital Stock at such time.

"Board" means the board of directors of the Company.

2
<PAGE> 106

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Buy-Out Price" means the purchase price for the Owned Securities,
as determined pursuant to Section 2.8(c) and (d).

"Cable Partnership" means, at any time, any partnership listed on
Schedule II hereto that is an Intercable Group Entity at such time.

"Capital Stock" means, at any time, the Common Shares, the Class A
Shares and any other shares of authorized capital stock of the Company.

"Class A Directors" means the members of the Board elected by the
holders of the Class A Shares.

"Class A Shares" means the shares of Class A Common Stock, par value
$0.01 per share, of the Company.

"Closing Date" means the date of this Agreement.

"Common Directors" means the members of the Board elected by the
holders of the Common Shares.

"Common Shares" means the shares of Common Stock, par value $0.01
per share, of the Company.

"Control Option" means the options to purchase the Optioned Shares
pursuant to the Option Agreements.

"Convertible Debt" means the 7.5% Convertible Debentures due June 1,
2007 of the Company.

3
<PAGE> 107

"Core Business" means, at any time, the following lines of business:
(i) cable television services, (ii) wireline local communications services
(including exchange, access and value-added services, such as call waiting,
call forwarding and similar services) in geographic markets where the Company,
Spacelink or a Subsidiary of the Company or Spacelink, as the case may be, owns
a cable television business at such time and (iii) physical cable or wireline
delivery of multi-media services (including inter-active services) over
broadband networks in geographic markets where the Company or a Subsidiary of
the Company provides cable television or wireline local communications services
at such time. "Core Business" does not include (A) the provision of personal
communications services (as defined by the Federal Communications Commission at
47 C.F.R. 99.5 on the date hereof), but includes the lease (or other provision)
of wireline or broadband networks used in connection with the operation of the
Core Business to providers of personal communications services and (B) the
creation, development, production, acquisition, packaging and sale (but not
physical delivery) of entertainment, informational, educational and other
programming services or software, including inter-active, multi-media and CD
ROM services.

"Dollars" or "$" means United States dollars.

4
<PAGE> 108

"Event Date" means, after the Option Termination Date, the earlier
of (i) the date on which Investor's Ownership Percentage is less than 20% and
(ii) the date on which the Spacelink Group or the JI Group sells the Control
Block to a Control Purchaser after the Bell International Group Entities have
declined to accept an offer from a Control Purchaser pursuant to Section 2.8.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

"FCC" means the Federal Communications Commission or its successor.

"Financial Services Agreement" means the Financial Services
Agreement dated as of the date hereof between the Company and Jones Financial
Group, Inc.

"Franchise Agreement" means any franchise, agreement, permit,
license or other authorization granted by any Governmental Authority organized
within the United States of America, including all laws, regulations and
ordinances relating thereto, which authorizes the construction or operation of
a System or the reception and transmission of signals by microwave, and shall
include, without limitation, all FCC licenses and all certificates of
compliance, if any, and cable television registration statements (or similar
documents) which are required to be issued by or filed with the FCC.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

5
<PAGE> 109
"Investor Nominee" means any nominee designated to the Board by
Investor pursuant to Section 2.2(a)(i) and 2.3(ii) (which does not include any
Joint Nominee).

"JI Group" means, at any time, Jones, International and each other
Person that is a Subsidiary of Jones or International at such time, other than
any Person that is an Intercable Group Entity at such time.

"JI Group Entity" means, at any time, each Person included in the JI
Group at such time.

"JI Shareholder" means, at any time, any JI Group Entity that owns
shares of Capital Stock at such time.

"Jones Employment Agreement" means the Employment Agreement dated as
of the date hereof between Glenn R. Jones and the Company.

"Jones Family Member" means any member of the immediate family of
Glenn R. Jones (as defined in Rule 16a-1 under the Exchange Act), or a trust
for the benefit of such members.

6
<PAGE> 110
sale agreement, capital lease or other title retention agreement relating to
such property or asset.

"MLP Distributions" means, for any period, the cash distributions
made by Jones Intercable Investors, L.P. to the Company in respect of the Class
A Units owned by the Company.

"Net Debt" means, at any time, Debt at such time, less cash and cash
equivalents of the Company and its Consolidated Subsidiaries at such time.

"Option Agreements" means the Option Agreements dated as of the
Closing Date between Investor (or its agent) and each of (Spacelink Newco),
Jones and International.

"Option Period" means the period from the date hereof to the Option
Termination date.

"Option Termination Date" means the earlier of (i) the date on which
the Control Option terminates pursuant to Section 3.6 of the Option Agreements,
or otherwise, or (ii) the date on which Investor has purchased all of the
Optioned Shares pursuant to the Option Agreements.

"Optioned Shares" means the Common Shares subject to the Option
Agreements.

"Owned System" means any System that is owned and operated by an
Intercable Group Entity other than a Cable Partnership.

"Permitted Amount" means, at any date, the product of (i) seven and
(ii) Annualized Operating Cash Flow for the

7
<PAGE> 111
most recently ended fiscal quarter of the Company prior to, or on, such date.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Related Agreements" means the Financial Services Agreement, the
Jones Employment Agreement, the Supply and Services Agreement and the
Secondment Agreement.

"SEC" means the Securities and Exchange Commission.

"Secondment Agreement" means the Secondment Agreement dated as of
the date hereof between Investor and the Company.

"Securities Act" means the Securities Act of 1933 as amended, and
the rules and regulations promulgated thereunder.

"Shareholder" means, at any time, any Bell International
Shareholder, Spacelink Shareholder or JI Shareholder at such time.

"Shareholder Nominees" means the Spacelink Nominees, Investor
Nominees and Joint Nominees.

"Spacelink Group" means, at any time, Spacelink and each other
Person that is a Subsidiary of Spacelink at such time.

"Spacelink Group Entity" means, at any time, each Person that is
included in the Spacelink Group at such time.

"Spacelink Nominee" means any nominee designated to the Board by
Spacelink pursuant to Section 2.3(i) (which does not include any Joint
Nominee).

"Spacelink Shareholder" means, at any time, any Spacelink Group
Entity that owns shares of Capital Stock at such time.

8
<PAGE> 112

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between Investor and the Company.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are, directly or indirectly, owned or controlled by such Person, (ii)
any partnership of which such Person is, directly or indirectly, a general or
managing partner and (iii) any other entity that is, directly or indirectly,
controlled by such Person. By way of example, the parties hereto acknowledge
that (x) Glenn R. Jones and International are not Subsidiaries of any
Intercable Group Entity or any Spacelink Group Entity and (y) BCE Inc. is not a
Subsidiary of Investor.

"Supply and Services Agreement" means the Supply and Services
Agreement dated as of the date hereof between Investor and the Company.

"Taxes" means, for any Person, taxes, assessments, or other
governmental charges or levies imposed upon such Person, its income or any of
its properties, franchises or assets.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
Term Section
<S> <C>
Commitment Termination Time 3.1
Control Block 2.8
Control Purchaser 2.8

</TABLE>

9
<PAGE> 113

<TABLE>
<CAPTION>
Term Section
<S> <C>
Convertible Debenture 3.1
Eligible Assignee 7.1
Independent Director 2.2
Investor Programming 3.5
Joint Nominee 2.2
Jones Programming 3.5
Market Value 3.8
Offer Period 4.2
Offer Price 4.2
Offered Shares 4.2
Offering Party 3.3
Offeror 4.2
Opportunity 3.3
Owned Securities 2.8
Proposed Price 4.3
Purchase Conditions 3.8
Purchase Notice 4.2
Purchase Number 4.3
Purchaser 4.3
Purchase Offer Notice 4.3
Qualifying Merger 3.12
Qualifying Tender Offer 3.12
Rights Notice 3.8
Sale Notice 4.3
Sale Offer Notice 4.2
Special Issue 3.8
Trigger Date 3.8
Unrelated Directors 3.6
</TABLE>

ARTICLE II

GOVERNANCE OF THE COMPANY

10
<PAGE> 114

(c) The Company will use reasonable efforts to obtain and maintain
in effect $25,000,000 of directors and officers liability insurance coverage
for any period in which an Investor Nominee, Spacelink Nominee or a Joint
Nominee is a member of the Board, provided that such insurance may be obtained
at reasonable cost. In the event the Company believes such insurance cannot be
obtained at reasonable cost, the Company will consult with Investor as to an
appropriate replacement policy.

2.2. Class A Directors. (a) The parties hereto agree that the
four Class A Directors will be designated as follows:

(i) Investor will be entitled, but not required, to
designate one director, and

(ii) Spacelink and Investor will designate three directors
that are each an Independent Director mutually acceptable to both
parties (each a "Joint Nominee").

(i) is, or has been, a director or officer of, employed by
or a consultant to, any Intercable Group Entity, JI Group Entity,
Spacelink Group Entity or BCE Group Entity, provided that this
provision does not apply to Independent Directors that are elected for
successive terms of office,

(iii) is, or has been, a more than 5% shareholder (by either
vote or value) of any Intercable

11
<PAGE> 115
Group Entity, JI Group Entity, Spacelink Group Entity or BCE Group
Entity, or is an officer or director of any such shareholder, or

(iv) is a member of the immediate family (as defined in Rule
16a-1 under the Exchange Act) of any person described in clauses (i),
(ii) or (iii).

2.3. Common Directors. The parties hereto agree that the nine
Common Directors will be designated as follows:

(i) Spacelink will be entitled, but not required, to
designate seven directors, and

(ii) Investor will be entitled, but not required, to
designate two directors.

2.4. Nomination and Vacancies. (a) In the event that Investor or
Spacelink chooses to designate one or more nominees to the Board pursuant to
Article II, the Company will use its reasonable efforts to (i) include each
such nominee in the group of nominees proposed by management of the Company for
election to the Board, (ii) recommend to the shareholders of the Company each
such nominee's election to the Board and (iii) solicit proxies for each such
nominee from all holders of voting securities entitled to vote thereon.

(i) in favor of any Spacelink Nominees and Joint Nominees
designated as provided in this Article II,

12
<PAGE> 116

(ii) to remove any Spacelink Nominee (with or without cause)
requested to be removed by Spacelink pursuant to Section 2.4, and

(iii) to seek the election of such number of Spacelink
Nominees as is necessary to constitute a majority of the members of
the Board.

(b) Each Spacelink Shareholder and each JI Shareholder will vote or
cause to be voted all shares of Capital Stock owned or controlled by it at any
regular or special meeting of shareholders of the Company, or in any written
consent executed in lieu of such a meeting of shareholders,

(i) subject to Section 2.5(a)(iii), in favor of any Investor
Nominees and Joint Nominees designated as provided in this Article II,

(ii) to remove any Investor Nominee (with or without cause)
requested to be removed by Investor pursuant to Section 2.4, and

(iii) to cause the Company to comply with the provisions of
Section 2.6.

(d) Without the written consent of Spacelink and Jones no Bell
International Shareholder will, and without the written consent of Investor no
Spacelink Shareholder or JI Shareholder will, (i) solicit any proxies or
consents in connection with any matter to be voted upon, or sought to be voted
upon, by the shareholders of the Company except in accordance with the terms of
this Agreement or the approval of the Board, (ii) become a participant in any
such solicitation or (iii) except as contemplated by this Agreement, become a
part of a voting group or deposit shares in a voting trust. The provisions of
the immediately preceding sentence will terminate (x) as to Bell International
Shareholders on the Option Termination Date if Investor (or its agent)
purchases the Control Option under the Option Agreements and (y) as to
Spacelink Shareholders and JI Shareholders on the Option Termination Date if
Investor (or its agent) does not purchase the Control Option under the Option
Agreements. Nothing herein shall restrict

13
<PAGE> 117

any Shareholder from granting revocable proxies in connection with meetings of
shareholders of the Company.

2.6. Investor Consent Rights. (a) Subject to the provisions of
Section 2.7, the Company will not take or agree to take, and will not permit
any Subsidiary to take or agree to take, directly or indirectly, any of the
following actions without the prior written consent of Investor or pursuant to
the procedures described in paragraph (c) below:

(i) authorize, sell, distribute or otherwise issue, or grant
rights with respect to, New Securities, Employee Options or Subsidiary
Securities (or any stock appreciation or similar interests or rights
with respect to such securities) except for (A) routine grants of
Employee Options (or stock appreciation rights) approved after the
date hereof by the compensation committee of the Board in an amount
not to exceed options to purchase (and stock appreciation rights in
respect of) 2,000,000 Class A Shares in the aggregate, (B) any grant
of options pursuant to Section 4 of the Jones Employment Agreement,
(C) any issuances of Capital Stock pursuant to the terms of Employee
Options, the Convertible Debt, the Convertible Debentures, and the
options granted pursuant to Section 4 of the Jones Employment
Agreement (D) authorizations, sales, distributions or other issuances
of Subsidiary Securities to Persons that are wholly-owned Intercable
Group Entities (except in connection with sales of Subsidiary
Securities permitted by subparagraphs (v) and (vi) of this Section
2.6), and (E) Permitted Equity Issuances,

(ii) repurchase, redeem or exchange any shares of Capital
Stock, other than (A) repurchases, redemptions or exchanges of Class A
Shares where all holders of Class A Shares are entitled to participate
on a pro rata basis, (B) repurchases of Class A Shares in the open
market, provided that at any time the aggregate number of Class A
Shares repurchased during the immediately preceding 12 months may not
exceed 5% of the aggregate number of shares of Capital Stock
outstanding on the immediately preceding December 31 (calculated on a
fully diluted basis assuming the conversion of all options and the
exercise of other rights), and (C) as contemplated by the terms of any
New Securities,

(iii) amend the articles of incorporation or bylaws of the
Company,

(iv) (A) in the case of the Company and its Consolidated
Subsidiaries, incur Debt if after the

14
<PAGE> 118
incurrence of such Debt, Net Debt would exceed the Permitted Amount
and (B) in the case of the Cable Partnerships, incur long-term Debt
not in the ordinary course of business,

(v) acquire or sell any interest in a cable television system
that is not owned by a Cable Partnership or a Spacelink Partnership
identified in Schedule II for a purchase price exceeding $50,000,000
in any single transaction (or series of related transactions), and
$250,000,000 in the aggregate for acquisitions and $250,000,000 in the
aggregate for sales,

(vi) acquire or sell any interest in a business (other than a
cable television system) for a purchase price exceeding $5,000,000 in
any single transaction (or series of related transactions), and
$50,000,000 in the aggregate for acquisitions and $50,000,000 in the
aggregate for sales,

(vii) enter into (whether by acquisition or otherwise) a line
of business other than (A) the Core Business in the United States of
America, England and Spain, (B) the provision of audio programming
services to radio stations and cable television systems, (C)
manufacturing and marketing of computer and facsimile security
products and software, and the manufacture of printed circuit board
assembly using surface mount or through-hole technology for the
computer, communications, business equipment, finance, medical and
scientific industries, (D) the acquisition and distribution of
entertainment, informational, educational and other programming
services in connection with the provision of cable television or
multi-media services to customers of a System and (E) the provision of
local origination programming services to customers of a System
(whether required by a Franchise Agreement or otherwise),

15
<PAGE> 119

Intercable Group to divest any material business or assets or impose a
material limitation on the conduct of Intercable Group's business,
provided that (1) if on the date hereof the activities conducted by
any BCE Group Entity are subject to any such law, rule or regulation
(based on interpretations in effect on the date hereof) that has, or
would reasonably be expected to have, one or more of the effects
described in clauses (A), (B) or (C), or if after the date hereof
Investor or any of its Affiliates enters into a new line of business
and at such time there is a law, rule or regulation that has, or would
reasonably be expected to have, one or more of the effects described
in clauses (A), (B) or (C), then in each case this subparagraph (viii)
will not apply to actions of the Intercable Group that would
reasonably be expected to have such effects under such law, rule or
regulation, (2) after the Option Termination Date this subparagraph
(viii) will only apply to actions that would reasonably be expected to
require Investor to divest, or otherwise limit its ability to exercise
full rights of ownership over, any shares of Capital Stock and (3) the
Company shall not be in breach of this clause (viii) in matters
relating to Franchise Agreements and material contracts if it is in
compliance with its obligations under Section 5.2 concerning such
matters.

(ix) (A) sell substantially all of the assets of the Company,
(B) adopt a plan of liquidation or dissolution of the Company, (C)
engage in a merger, consolidation, share exchange or other business
combination involving the Company (except in connection with an
acquisition for cash that is permitted by subparagraphs (v) and (vi)
of this Section 2.6), (D) engage in a recapitalization, stock split or
similar reconstitution of the Capital Stock or (E) file a petition by
or on behalf of the Company or any Subsidiary, or the taking of
similar action, under any bankruptcy, insolvency, reorganization or
similar law,

(x) declare or make any provision for payment of, or the
setting aside of assets with respect to, any dividend or other
distribution of any property other than cash by the Company with
respect to any shares of Capital Stock, and

(xi) agree to, or enter into, any amendment to a Related
Agreement.

16
<PAGE> 120

by Investor pursuant to the Company's request will not count towards the
aggregate transaction amounts described in subparagraphs (v) and (vi) of such
paragraph (a).

(c) If the Company wishes to take an action described in paragraph
(a) of this Section 2.6, the Company will deliver to Investor a written notice
describing in reasonable detail the action proposed to be taken and expressly
requesting Investor's consent to such action pursuant to this Section 2.6.
Such notice will be accompanied by such additional information as is reasonably
required to enable Investor to evaluate such proposed action. Upon receipt of
such notice, Investor will have ten Business Days to exercise its right not to
consent to such proposed action. If no response is received by the Company
from Investor prior to the expiration of such time period, the proposed action
will be deemed to have been approved by Investor.

(d) The parties hereto acknowledge that the provisions of paragraph
(a) above are not intended to apply to JI Group Entities.

2.7. Termination of Rights. (a) The rights and obligations in
this Article II will terminate as provided in this Section 2.7 and in Section
7.1.

(i) Investor's right to designate the Joint Nominees pursuant
to Section 2.2(a)(ii) and two Common Directors pursuant to Section 2.3
will terminate, and after such time Investor will have the right to
designate only one Class A Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in Section
2.6(a) will terminate except as to the matters described in clauses
(iii), (viii) and (ix) thereof.

(i) Investor's right to designate the Joint Nominees pursuant
to Section 2.2(a)(ii) and one Common

17
<PAGE> 121

Director pursuant to Section 2.3 will terminate, and after such time
Investor will have the right to designate only one Class A Director
pursuant to Section 2.2(a)(i) and one Common Director pursuant to
Section 2.3; and

(ii) the consent rights of Investor described in Section
2.6(a) will terminate except as to the matters described in clause
(viii) thereof.

(d) If at any time after the Option Termination Date Investor's
Ownership Percentage is less than 15%, but equal to or greater than 10%, then:

(i) in addition to the termination provisions described in
subparagraph (c)(i) above, Investor's right to designate a second
Common Director pursuant to Section 2.3 will terminate, and after such
time Investor will have the right to designate only one Class A
Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in
Section 2.6(a) will terminate except as to the matters described in
clause (viii) thereof.

(e) If Investor does not purchase the Optioned Shares pursuant to
the Option Agreements, then:

(i) until such time as the Spacelink Group Entities and the
JI Group Entities own in the aggregate less than a majority of the
outstanding Common Shares, Spacelink will be entitled to designate all
Common Directors that are not designated by Investor pursuant to this
Article II (and after such time such directors will be nominated
without regard to this Agreement), and

(ii) until such time as Investor's right to designate the
Joint Nominees terminates pursuant to Section 2.7(c), Spacelink will
be entitled to designate the Joint Nominees pursuant to Section
2.2(a)(ii) (and after such time such directors will be designated
without regard to this Agreement).

18
<PAGE> 122

Spacelink Group Entity or a JI Group Entity (the "Control Purchaser"), unless
(i) the Control Purchaser agrees to be bound by the terms of this Agreement as
a JI Shareholder or (ii) prior to any such sale such Control Purchaser offers
to purchase for cash all (but not less than all) of the shares of Capital
Stock, and other debt or equity securities, issued by the Intercable Group
Entities to, and then held by, the Bell International Group Entities (the
"Owned Securities") at the Buy-Out Price pursuant to the procedures of this
Section 2.8.

(b) After the eighth anniversary of the date hereof, if the JI
Group Entities or the Spacelink Group Entities sell, directly or indirectly, in
one transaction or a series of related transactions, the Control Block to a
Control Purchaser, prior to any such sale such Control Purchaser may, but is
not required to, offer to purchase for cash all (but not less than all) of the
Owned Securities at the Buy-Out Price.

(c) A Control Purchaser that offers to purchase the Owned
Securities for the Buy-Out Price pursuant to this Section 2.8 will deliver a
written offer notice to Investor. After the delivery of such notice, the
Control Purchaser and Investor will attempt to negotiate a Buy-Out Price that
is mutually satisfactory. If in connection with the purchase of the Control
Block the Control Purchaser (or an Intercable Group Entity) is also offering to
purchase from the public any class of Owned Securities, the Buy-Out Price for
such Owned Securities will be such offer price.

(d) If the Control Purchaser and Investor are unable to agree on a
mutually satisfactory Buy-Out Price, the Control Purchaser and the relevant
Spacelink Group Entity or JI Group Entity will make a public announcement that
the Control Purchaser is negotiating to purchase the Control Block. In such
event, the Buy-Out Price for each class of Owned Securities will be equal to
the Market Value of such class of Owned Securities, calculated pursuant to
Section 3.8(h) and (i) and assuming that the Trigger Date is the tenth trading
day immediately after the day of such public announcement

(e) After the Market Value of each class of Owned Securities has
been determined, if the Control Purchaser wishes to proceed with the proposed
transaction to purchase the Control Block and the Owned Securities, it will (or
after the eight anniversary of the Closing Date, it may) by written notice to
Investor, irrevocably offer to purchase all of the Owned Securities at the
Buy-Out Price. If Investor fails to deliver a written acceptance notice within
10 Business Days after receipt of such written offer from the Control
Purchaser, Investor will be deemed to have

19
<PAGE> 123

declined an offer from a Control Purchaser, including for purposes of
determining whether an Event Date has occurred.

(g) At any closing hereunder, the relevant Bell International Group
Entity will deliver to the Control Purchaser good and valid title to the Owned
Securities, free and clear of any Lien.

ARTICLE III

COVENANTS

3.1. Investment Commitment. (a) Investor will purchase for cash
30% of any Class A Shares sold by the Company to unaffiliated third parties
after the date hereof, at a price per share equal to the price per share
received by the Company from such third parties in connection with any such
sales (net of selling commissions and underwriter's discounts), provided that
the obligation of Investor under this Section 3.1 will terminate at such time
(the "Commitment Termination Time") as the aggregate purchase price of all
equity securities, and securities that are convertible or exchangeable into
equity securities (including any Convertible Debentures), purchased by the Bell
International Group Entities from the Company or any Intercable Group Entity
prior to, on or after the date hereof (including any New Securities purchased
pursuant to this Section 3.1) equals $400,000,000. The parties hereto
acknowledge that after taking into account the purchase of 2,500,000 Class A
Shares on March 25, 1994 pursuant to the Investment Agreement dated as of such
date between the Company and Investor, and 7,500,000 Class A Shares on the date
hereof pursuant to the Stock Purchase Agreement, the Bell International Group
Entities have purchased from the Company Class A shares having an aggregate
purchase price of (___________), and that Investors's remaining investment
commitment is (___________).

20
<PAGE> 124

prices and numbers of Class A Shares to be sold to unaffiliated third parties
and to Investor. The Company will deliver to Investor copies of all
prospectuses and other related offering and closing documents prepared by the
Company and its advisors in connection with the proposed sale and will keep
Investor informed as to material developments during the offering process. The
closing for the purchase and sale of any Class A Shares purchased by Investor
pursuant to this Section 3.1 will take place on the later to occur of (i) the
date on which such third parties purchase Class A Shares, (ii) the date on
which the Purchase Conditions have been satisfied, or waived by Investor in its
sole discretion (provided that if Investor has not purchased the Class A Shares
40 days after the third party closing, the Company may sell such shares to a
third party) or (iii) such other time as Investor and the Company agree.
Except as otherwise contemplated by this Agreement, any Class A Shares
purchased by Investor under this Section 3.1 will be purchased pursuant to the
same terms and conditions as the unaffiliated third parties.

(c) At Investor's request, Investor may purchase for $50,000,000 in
cash a Convertible Debenture, provided that the Company may postpone such
purchase until such time as it wishes to sell any New Securities. For purposes
of this Section 3.1, "Convertible Debenture" means a convertible unsecured
subordinated debenture of the Company having terms and conditions that would be
obtained from the Company by an unaffiliated institutional investor at the time
of such purchase pursuant to a public offering (such terms and conditions to be
mutually agreed by the parties), provided that (i) such debenture will convert
automatically into Class A Shares two years after the date of issuance, unless
earlier converted at the option of the holder and (ii) the indenture relating
to such debenture will contain the consent rights set forth in Section 2.6 and
the termination provisions set forth in Sections 2.7 and 7.1.

(b) Each year, management of the Company will present to the Board
for approval a business plan that

21
<PAGE> 125

includes the elements described in paragraph (a) of this Section 3.2.

3.3. Obligation to Refer Business Opportunities. (a) Subject to
the provisions of this Section 3.3, each of Investor, Spacelink, Jones and
International will refer, and will cause each of their Subsidiaries to refer,
to the Company business opportunities in the following lines of business:

(i) any business that is primarily engaged in a Core
Business in the United States of America at such time,

(iii) such other businesses as may be agreed in writing by
Investor, Spacelink and Jones from time to time.

The parties hereto acknowledge that the foregoing businesses do not
include (x) inter-active or multi-media services, or programming networks or
(y) competitive access provider services similar to those provided by Jones
Lightwave, Ltd. and its Subsidiaries. The parties hereto also acknowledge that
Spacelink will have no obligation under this Section 3.3 to refer business
opportunities that relate primarily to the Core Business in Hawaii or to the
maintenance or completion of the cable television systems currently owned or
managed by any Spacelink Group Entity.

(b) Investor, Spacelink, Jones and International will not, and will
cause each of their Subsidiaries not to, purchase, finance or otherwise
participate in the acquisition of a business described in paragraph (a) of this
Section 3.3 (an "Opportunity") without first complying with the following
procedures:

(i) The Person referring the Opportunity (an "Offering
Party") will notify the Company of the Opportunity, and deliver to the
Company a report setting forth in reasonable detail the material terms
and conditions of such Opportunity.

22
<PAGE> 126

(ii) The Company will then promptly convene a special meeting
of the Board to consider whether the proposed Opportunity is in the
best interests of the Company.

(iii) If the Board determines that the Company should pursue
the Opportunity, the Company will so notify the Offering Party (and
each of Jones, Spacelink and Investor), and thereafter none of the
Offering Party, any Bell International Group Entity (or a Subsidiary
thereof), any Spacelink Group Entity nor any JI Group Entity will
pursue, or participate in, such Opportunity, provided that the
Offering Party will be free to pursue, or participate in, such
Opportunity if (A) the Company is unable to raise financing in respect
of such Opportunity (unless the Offering Party is a Bell
International Group Entity (or a Subsidiary thereof) and Investor
exercised its consent rights under Section 2.6 in respect of any such
proposed financing, in which case the Offering Party may not pursue or
participate in such Opportunity), (B) the Company is unable to pursue
or participate in such Opportunity because a law, rule or regulation
of a Governmental Authority prevents (or materially restricts) the
participation by the Intercable Group in such Opportunity or (C) the
Company otherwise subsequently elects not to pursue, or participate
in, such Opportunity. Nothing in this subparagraph (iii) will affect
the consent rights of Investor in Section 2.6.

(iv) If the Board fails to approve the pursuit by the Company
of an Opportunity or the Company otherwise elects not to pursue such
Opportunity, the Offering Party will be free to pursue such
Opportunity without any further obligation to the Company, provided
that the Offering Party may not pursue, or participate in, any such
Opportunity if (A) the Offering Party is a Bell International Group
Entity (or a Subsidiary thereof) and Investor exercised its consent
rights under Section 2.6 in respect of such Opportunity or (B) the
Offering Party is a Spacelink Group Entity or a JI Group Entity and a
majority of the Spacelink Nominees that are not Independent Directors
voted against the pursuit by the Company of such Opportunity.

23
<PAGE> 127

participate in, such Opportunity unless they lawfully acquire knowledge of such
Opportunity from sources other than the Offering Party or an Affiliate of such
Offering Party. In the event an Opportunity is offered by a Bell International
Group Entity (or a Subsidiary thereof), and Investor elects to exercise its
consent rights under Section 2.6 in respect of such Opportunity, the Spacelink
Group Entities and the JI Group Entities will be free to pursue such
Opportunity.

(d) The Company will use reasonable efforts to keep Investor,
Spacelink and Jones informed as to the geographic markets served by the cable
television and wireline local communications businesses owned or operated by
the Intercable Group Entities.

(e) The provisions of this Section 3.3 will terminate on the Option
Termination Date.

3.5. Programming Services. Notwithstanding any other provision in
this Agreement to the contrary: (a) The JI Group Entities shall have the
right to distribute, on a full-time (or, if requested from time to time by
Jones or International, part-time, to be extended or restored, as applicable,
to full-time upon his or its request), daily basis, programming packaged (as
opposed to brokered) by, created by or created primarily for a JI Group Entity
("Jones Programming") on such number of channels (not to exceed six at any one
time) on the Systems as Jones or International may designate from time to time
(with the Mind Extension University programming to be carried on a VHF channel
(i.e., channel 2 through 12)). The Bell International Group Entities shall
have the right to distribute, on a full-time (or, if requested from time to
time by Investor, part-time to be extended or restored, as applicable to full
time upon Investor's request), daily basis, programming packaged (as opposed to
brokered) by, created by or created primarily for a Bell International Group
Entity ("Investor Programming") on such number of channels (not to exceed two
at any one time) on the Systems as Investor may designate from time to time.

24
<PAGE> 128

(i) the Intercable Group Entities shall not be required to
delete from any System any programming acquired from any third-party
programmer prior to the expiration of the term of the program carriage
agreement with such third-party programmer in order to carry any
Investor Programming or Jones Programming,

(ii) in the event there is insufficient channel capacity to
carry Jones Programming or Investor Programming, carriage of such
Jones Programming or Investor Programming on a System shall be given
priority over any third party programming not then carried by such
System and over any third party programming then carried by the System
at such time as the initial or then current renewal term, as
applicable, is scheduled to expire, provided that (x) such priority
shall not apply to off-air programming carried by the four major
broadcast networks or as mandated by law, or the 20 most widely viewed
third party programs as then carried by the System at the time as
reported by (NAME OF APPLICABLE TRADE PUBLICATION), and (y) in
addition to the foregoing requirements, the Company shall use its
reasonable best efforts to add Jones Programming and Investor
Programming to the Systems whenever opportunities to do so arise,

(iii) in the event there is insufficient channel capacity to
carry both the Jones Programming and Investor Programming, Jones
Programming will be given priority over carriage of Investor
Programming,

(iv) Jones, International and Investor, as the case may be,
shall give the Company at least four months' prior notice of any
proposed commencement or termination of use of any channel and

25
<PAGE> 129

(v) the Bell International Group Entities shall have no rights
under this Section 3.5 to distribute programming that has
substantially similar content as any Jones Programming.

(d) During the Validation Period (as defined herein), the license fee
payable by the Intercable Group Entities for any unit of Jones Programming
(excluding Mind Extension University, Health Care Network, Jones Computer
Network and Product Information Network) or Investor Programming ("New
Programming") shall be such license fee as the Programmer establishes in good
faith based on its reasonable estimate of the market value of such New
Programming. A Programmer shall notify the Company and the Independent
Directors in writing promptly following the end of the Validation Period
whether the Programmer has entered into an agreement providing for (a) the
distribution of such New Programming by a cable television operator or other
distributor of video programming (a "Distributor") having at least 400,000
subscribers ("Validating Distributor") and (b) the payment of a license fee by
such Validating Distributor at a rate equal to or greater than the license fee
payable by the Intercable Group Entities ("Validating Programming Agreement").
If no Validating Programming Agreement has been entered into during the
Validation Period, the Company or any Independent Director may, by written
notice given within sixty (60) days after receipt by the Company and the
Independent Directors of the above-referenced notification, require that such
Programmer reduce the license fee payable by the Intercable Group Entities for
such New Programming to the greater of (i) a license agreement approved by the
Independent Directors, (ii) the average license fee charged by the applicable
Programmer to all Distributors for such New Programming and (iii) the Agreed
Rate in effect at such time. For purposes of this Section 3.5, "Agreed Rate"
means, at any time, the rate set forth in the Affiliate Agreement between Mind
Extension University, Inc. and the Company dated December 28, 1993, as amended
as of June 1, 1994. Thereafter, the license fee payable by the Intercable
Group Entities for such New Programming shall be subject to such adjustments as
are similar to adjustments in the license fee permitted by the Validating
Programming Agreement or, if there is no such agreement in effect, by the
programming agreement pursuant to which such New Programming is carried by the
largest Distributor serving fewer than 400,000 subscribers. A Programmer may
elect at any time to terminate carriage of such unit of New Programming upon
not less than ninety days prior written notice to the Company if it does enter
into a Validating Programming Agreement during the Validation Period.
"Validation Period" shall mean, as to any New Programming, the fifteen (15)
month period commencing with the first

26
<PAGE> 130

month with respect to which a license fee is payable by an Intercable Group
Entity for the right to distribute such New Programming.

(b) Except for transactions described in Section 3.5 or paragraph
(a) of this Section 3.6, or undertaken pursuant to the terms of the Related
Agreements or the

27
<PAGE> 131

Affiliate Agreements, each Shareholder agrees that neither it nor any of its
Affiliates will engage in any transaction, or enter into, amend in any material
respect or renew any agreement, with an Intercable Group Entity unless the
material terms of such transaction are fully and fairly disclosed to the Board,
and approved by a majority of the Unrelated Directors.

(i) in the case of a transaction or agreement between an
Intercable Group Entity and a JI Group Entity or a Spacelink Group
Entity, the three Investor Nominees and the three Joint Nominees,

(ii) in the case of a transaction or agreement between a BCE
Group Entity and an Intercable Group Entity, the directors that are
not Investor Nominees, and

(iii) in the case of a transaction or agreement among (x) an
Intercable Group Entity, (y) a Spacelink Group Entity or a JI Group
Entity and (z) a BCE Group Entity, the directors that are Independent
Directors.

28
<PAGE> 132

(c) As soon as available and in any event within 90 days after the
close of each fiscal year of the Company, the Company will deliver to Investor
the consolidated balance sheet of the Company as of the end of such fiscal year
and the related consolidated statements of income, shareholders' equity and
cash flows for such fiscal year, in each case setting forth comparative figures
for the preceding fiscal year, and certified by Arthur Andersen & Co., or other
independent certified public accountants of recognized national standing to
have been prepared in accordance with generally accepted accounting principles
in the United States.

29
<PAGE> 133

range will be no greater than 110%, or lower than 90%, of the midpoint.
Investor shall have 20 days (10 days in the case of New Securities to be
offered by the Company pursuant to a shelf registration statement) from the
date of receipt of a Rights Notice to agree to purchase up to Investor's
Ownership Percentage of such New Securities, by delivery of written notice to
the Company. If the Company determines that the price or number of New
Securities to be sold or issued is not within the range specified in the Rights
Notice, or that there have been other material changes to the transaction
described in the Rights Notice, the Company will promptly deliver an amended
Rights Notice to Investor, setting forth the revised ranges for the price and
number of securities to be offered, or any other revised material terms.
Investor will have 10 Business Days after receipt of any such amended Rights
Notice to agree to purchase up to its Investor's Ownership Percentage of such
New Securities, upon the revised terms and conditions set forth in the amended
Rights Notice, by delivery of a written notice to the Company.

30
<PAGE> 134

free to sell such New Securities without regard to Investor's rights under this
Section 3.8.

(e) In the event Investor fails to exercise its preemptive right in
accordance with the terms of this Section 3.8, the Company shall have 120 days
after the latest of (i) 20 days after delivery of a Rights Notice, (ii) 10
Business Days after delivery of an amended Rights Notice, (iii) if applicable,
the expiration of the five Business Day period described in paragraph (c)
above, or (iv), if applicable, 20 days after the expiration of the 90 day
period referred to in Section 3.8(d), to sell, or enter into an agreement to
sell (containing customary conditions), the New Securities proposed to be sold
in the Rights Notice (or the amended Rights Notice), at a price and upon
general terms no more favorable to the purchasers thereof than specified in
such notice. In the event the Company has not sold, or entered into such an
agreement to sell, such New Securities prior to or within said 120-day period,
the Company shall not thereafter issue or sell any such New Securities without
first offering such securities to Investor in the manner provided above.

(g) All sales pursuant to this Section 3.8 shall be made pursuant
to arrangements reasonably determined by the Company in order to ensure
compliance with the Securities Act.

31
<PAGE> 135

price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of such New Security is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account ex-dividend
trading.

(i) In the event that a New Security is not traded on a national
securities exchange, promptly after delivery of a Rights Notice Investor and
the Company shall in good faith negotiate the Market Value of such New
Security. If they are unable to reach agreement within 10 Business Days, each
of Investor and the Company shall promptly select a nationally recognized
independent investment banking firm to determine the Market Value of such New
Security. If 20 Business Days after their selection such firms cannot agree as
to such Market Value, within 10 Business Days they shall mutually select a
third nationally recognized independent investment banking firm which shall be
engaged to make such determination, which Market Value shall be within the
range of values suggested by the two investment banking firms. Such third
investment banking firm shall make such determination by written notice to
Grantor and Purchaser within 20 Business Days of its engagement and its
judgment as to all matters relating to its determination shall be binding upon
the parties hereto. Each party will pay the fees and expenses of the initial
investment banking firm hired by such party. The fees and out-of-pocket
expenses of the third investment banking firm shall be paid equally by the
Company and Investor.

(j) For purposes of this Agreement, "Purchase Conditions" means:

(i) The waiting period (including any extension thereof
resulting from additional inquiries, if any) under the HSR Act
applicable to the purchase by Investor of the subject securities shall
have expired or been earlier terminated.

32
<PAGE> 136

(v) The Intercable Group Entities shall have received all
material third party consents, if any, required to be obtained in
connection with the closing, in each case in form and substance
reasonably satisfactory to Investor.

33
<PAGE> 137

3.11. Certain Brokerage Fees. The parties hereto acknowledge that
any brokerage or similar fees payable pursuant to the partnership agreements of
the Cable Partnerships will be paid to The Jones Group, Ltd. pursuant to the
terms of the relevant agreements. The provisions of this Section 3.11 will
terminate on the Option Termination Date if Investor does not exercise the
Control Option.

3.12. Purchases of Additional Shares of Capital
Stock. (a) After the Closing, the Bell International Group Entities, the
Spacelink Group Entities and the JI Group Entities shall be entitled to
purchase additional shares of Capital Stock in the open market or otherwise,
and the Company will not interfere with or otherwise take action to restrict
such purchases, provided that in the event any BCE Group Entity proposes to
take an action that would increase Investor's Ownership Percentage above 79%,
Investor will conduct (or cause another BCE Group Entity to conduct) (i) a
Qualifying Tender Offer or (ii) a Qualifying Merger to implement such increase.

34
<PAGE> 138

(d) The parties hereto acknowledge that in the event the JI Group
Entities and the Spacelink Group Entities elect not to purchase the Control
Option pursuant to Section 7.2(b) of the Option Agreements, the Company will be
given the opportunity to make such purchase on the same terms and conditions as
the JI Group Entities and the Spacelink Group Entities under such Section
7.2(b).

3.13 Termination of Article III.

(a) The provisions set forth in Section 3.1, 3.3, 3.5, 3.9, 3.11,
3.12 will terminate as provided therein.

(b) The provisions of Sections 3.2, 3.4, 3.6, 3.7 and 3.8 will
terminate on the Event Date.

ARTICLE IV

TRANSFER RESTRICTIONS AND OFFER PROCEDURES

4.1. Transfer Restrictions. (a) No Bell International
Shareholder, no Spacelink Shareholder and no JI Group Shareholder will Transfer
any shares of Capital Stock or New Securities to an Affiliate of such
transferor unless such Affiliate has agreed to be bound by the terms of this
Agreement as a Shareholder and has delivered an executed counterpart of this
Agreement to the Company, Spacelink, Jones and Investor, provided that after
the Option Termination Date this Section 4.1 will apply only to Transfers of
shares of Common Stock.

35
<PAGE> 139

Termination Date and an Event Date no JI Group Shareholder and no Spacelink
Shareholder will Transfer any shares of Common Stock to a Person that is not a
JI Group Entity, a Spacelink Group Entity or a BCE Group Entity unless (i) such
Transfer is pursuant to an underwritten public offering or Rule 144 promulgated
under the Securities Act, (ii) such transferee has agreed to be bound by the
terms of this Agreement as if such transferee was a JI Shareholder or Spacelink
Shareholder, as the case may be, and has delivered an executed counterpart of
this Agreement to the Company and Investor or (iii) such Transfer is pursuant
to a pledge to a financial institution to secure bona fide borrowings by such
Person (provided that any foreclosure transferee's interest in such shares of
Common Stock will be subject to the provisions of this Agreement). In addition
to the foregoing, during such period of time the JI Group Entities may Transfer
up to an aggregate of 200,000 Common Shares to charitable institutions and
pursuant to gifts; to the extent any such Transfers exceed 50,000 individually
or 200,000 in the aggregate, such Transfer may only be made if the charitable
institution or donee agrees to be bound by the terms of this Agreement as a JI
Shareholder.

(d) Any attempt by a JI Group Entity, Spacelink Group Entity or a
Bell International Group Entity to effect a Transfer of shares of Capital Stock
(including the Optioned Shares) not in compliance with the terms of this
Agreement and the Option Agreements shall be null and void and neither the
Company nor any transfer agent shall give any effect in the Company's stock
records to such attempted Transfer.

36
<PAGE> 140

the NASDAQ for the Business Day immediately preceding the Business Day
on which the Sale Offer Notice is delivered (the "Offer Price").
During the Offer Period (as defined below), Investor will have the
right to purchase (at its election) 100% or 50% of the Offered Shares
at a price per share equal to the Offer Price by delivery to the
Offeror of a written notice in the form attached hereto as Exhibit C
(the "Purchase Notice"). For purposes of this Section 4.2, the "Offer
Period" means the period beginning at the time Investor receives the
Sale Offer Notice and ending 24 hours after such time, provided that
the Offer Period will end five Business Days after such time if the
sum of (x) the aggregate proposed purchase price of the Offered Shares
and (y) any other amounts paid by Investor to any JI Group Entity
pursuant to this Section 4.2 during the 30 days immediately preceding
delivery of the Sale Offer Notice, exceeds $10,000,000.

(iii) If Investor timely delivers a Purchase Notice to the
Offeror, (x) the closing for the purchase and sale of the Offered
Shares covered by such Purchase Notice will take place five Business
Days after the delivery of such Purchase Notice pursuant to the
procedures set forth in Section 4.4, provided that Investor will have
30 days to close such purchase in cases where the Offer Period is five
Business Days, (y) the Offeror will have the right to sell any
remaining Offered Shares (A) to any person that is not primarily
engaged in the cable television or telecommunications business in the
United States, Canada or Mexico or (B) in the open market and (z)
Investor will purchase in the open market a number of Class A Shares
equal to the number of Offered Shares purchased pursuant to such
Purchase Notice, at a price per share not to exceed the Offer Price to
the extent such Class A Shares are available for purchase at such
price during the 60 calendar days after the delivery by Investor of a
Purchase Notice.

37
<PAGE> 141

consecutive calendar months, calculated on a cumulative basis and adjusted for
prior sales of Class A Shares by the JI Group Entities. If the JI Group
Entities wish to sell more than an aggregate of 900,000 Class A Shares in any
such twelve month period for tax, estate planning or other unanticipated bona
fide liquidity needs, the JI Group Entities will have the right to sell such
Class A Shares; Jones and such JI Group Entity will consult with Investor and
the Company as to the proposed plan of distribution and such JI Group Entity
shall use its reasonable best efforts to develop a plan of orderly disposition
of such Class A Shares. Such plan shall take into account any projected
offerings by the Company of Capital Stock during the next 12 month period.

(i) Purchaser shall deliver to Jones an irrevocable
written notice in the form attached hereto as Exhibit D (the "Purchase
Offer Notice") specifying the number (the "Purchase Number") of Class
A Shares that Purchaser is offering to purchase, and the average of
the closing "bid" and "asked" prices for Class A Shares as reported by
NASDAQ for the Business Day immediately preceding the Business Day on
which the Purchase Offer Notice is delivered (the "Proposed Price").
For a period of 48 hours after receipt of a Purchase Offer Notice,
Jones (and any JI Group Entity designated by Jones) will have the
right to sell to Purchaser an aggregate number of Class A Shares equal
to (but not less than) the Purchase Number, at a price per share equal
to the Proposed Price, by delivery to Investor of a written notice in
the form attached hereto as Exhibit E (the "Sale Notice").

(ii) If Jones (or his designee) fails to deliver a Sale
Notice to Purchaser prior to the expiration of the 48 hour period
specified in paragraph (i), Purchaser will have the right, for a
period of 30 calendar days after delivery of the

38
<PAGE> 142

Purchase Offer Notice, to purchase a number of Class A Shares equal to
or less than the Purchase Number.

(iii) If Jones (or his designee) timely delivers a Sale
Notice to Purchaser, (x) the closing for the purchase and sale of the
Class A Shares will take place five Business Days after delivery of
such Sale Notice pursuant to the procedures set forth in Section 4.4
and (y) Purchaser will purchase in the open market a number of Class
A Shares equal to the Purchase Number at a price per share not to
exceed the Proposed Price to the extent such Class A Shares are
available for purchase at such price during the 60 calendar days
after the receipt by Investor of a Sale Notice.

(b) So long as Investor is using its reasonable efforts to
consummate a closing under this Article IV promptly, Investor may postpone a
closing pursuant to Section 4.2 (but not Section 4.3) until such time as the
following conditions have been satisfied or waived by Investor:

(i) The waiting period (including any extension thereof
resulting from additional inquiries, if any) under the HSR Act
applicable to the purchase by Investor of the subject securities
shall have expired or been earlier terminated.

(ii) All other actions by, in respect of or filings with the
Federal Communications Commission (or similar federal agency), if
any, required to permit the consummation of the closing shall have
been taken or obtained, as the case may be, and shall be in full
force and effect.

(d) The purchase price for any Class A Shares purchased pursuant to
Sections 4.2 or 4.3 will be paid by

39
<PAGE> 143

wire transfer in immediately available funds to a bank account designated by
the relevant JI Group Entity not less than three Business Days prior to
closing, provided that upon the mutual agreement of Investor and such JI Group
Entity all or a portion of the purchase price may be paid in shares of common
stock of BCE Inc. or another BCE Group Entity.

(e) At any closing hereunder, the relevant JI Group Entity will
deliver to Investor good and valid title to the Class A Shares or other shares
of Capital Stock being sold, free and clear of any Lien.

4.5 Termination of Article IV. The provisions of Sections 4.2, 4.3
and 4.4 will terminate on the Option Termination Date and the provisions of
Section 4.1 will terminate as provided therein.

ARTICLE V

PROVISIONS RELATING
TO THE CONTROL OPTION

(b) During the Option Period, Investor will have the right to
purchase (or cause to be purchased) an option on any Common Shares, or any
options to purchase Common Shares, purchased by or issued to a JI Group Entity,
or Spacelink Group Entity after the date hereof, on the same terms and
conditions as set forth in the Option Agreements, provided that Investor shall
purchase (or cause to be purchased) such option no later than 30 days after
receipt by Investor of a notice from a JI Group Entity or Spacelink Group
Entity that it owns, or has options to purchase, any Common Shares that are not
Optioned Shares.

40
<PAGE> 144

5.2. Consents and Approvals For Exercise of Control Option. (a)
During the Option Period, the Company, Investor, Spacelink and Jones will, and
to the extent necessary will cause their respective Subsidiaries, counsel and
other advisors to, cooperate in identifying, and from time to time at the
request of Investor cooperate in obtaining, all consents and approvals of,
giving all notices to, and making all filings required by any Intercable Group
Entity with, any Governmental Authority organized within a country where the
Intercable Group conducts business or third party that are necessary in
connection with the exercise by Investor of the Control Option.

(d) During the Option Period, without the prior written consent of
Investor, no Intercable Group Entity will enter into a new credit (or other
financing) agreement or other contract (other than Franchise Agreements)
material to the Intercable Group if such agreement or contract contains a
provision that would, as a result of the exercise by Investor of the Control
Option, (i) require any consent or other action by any Person, (ii) give rise
to an event of default, right of termination, cancellation or acceleration
thereunder or (iii) cause a loss of any material benefit to which an Intercable
Group Entity is entitled.

5.3. Further Assurances. In the event Investor exercises its right
to purchase the Optioned Shares, the Company, Spacelink, Jones, International
and Investor will each execute and deliver or cause to be executed and
delivered all further documents and instruments and use their reasonable
efforts to secure such consents and take all such further action as may be
reasonably necessary in order to consummate the exercise of the Control Option
and the purchase of the Optioned Shares, and to enable Investor to thereafter
enjoy all benefits and rights in respect of

41
<PAGE> 145

the Optioned Shares, provided that this Section 5.3 will not apply to approvals
that Investor and its Affiliates may need from Governmental Authorities in
Canada or in any country in which the Company does not conduct business.

5.4. No Proxies or Encumbrances on Optioned Shares. Except as
contemplated by this Agreement and the Option Agreements, without the consent
of Investor no JI Group Entity and no Spacelink Group Entity will, directly or
indirectly, (i) grant any proxies (other than a revocable proxy granted in
connection with a meeting of stockholders) or enter into any voting trust or
other agreement or arrangement with respect to the voting of any Optioned
Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
the direct or indirect sale, assignment, transfer, encumbrance or other
disposition of, any Optioned Shares or (iii) seek or solicit any transaction or
arrangement described in clauses (i) and (ii). Spacelink, Jones and
International will notify Investor promptly (and provide all details reasonably
requested by Investor) if it is approached or solicited, directly or
indirectly, by any Person with respect to any of the foregoing. Nothing herein
shall be deemed to prevent or restrict Jones, International, Spacelink or any
other JI Group Entity or Spacelink Group Entity from voting the Optioned Shares
in its sole discretion on all matters, except as otherwise agreed in this
Agreement.

5.6. Trading in Class A Shares. Neither Investor, Spacelink,
Jones, International nor the Company, nor any of their respective Subsidiaries,
nor any Persons acting on behalf or at the direction of such Persons, shall
purchase or sell, or cause to be purchased or sold, any Class A Shares during
any period during which they know that "Market Value" is being determined
pursuant to the Option Agreements.

42
<PAGE> 146

(b) Following the end of the applicable fiscal year:

(i) Investor will deliver to International its audited
financial statements,

(ii) International will deliver to Investor a certificate
stating that its assets exceeded its liabilities at the end of such
fiscal year, that it is paying its obligations when due and that it
is not aware of any circumstance that is likely to give rise to a
Jones Bankruptcy Event (as defined in the Option Agreements) during
the immediately succeeding fiscal year, and

(iii) Spacelink will deliver to Investor its audited
financial statements for such year.

5.8 Termination of Article V. The provisions of this Article V
will terminate on the Option Termination Date.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1. Representations and Warranties of Jones. Jones represents and
warrants to Investor and the Company that as of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Jones is within his legal capacity. This Agreement constitutes a valid and
binding agreement of Jones.

(c) The execution, delivery and performance by Jones of this
Agreement does not (i) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Jones or (ii) require any consent or
other action by any Person under, or constitute a default under, any agreement
or other instrument binding upon Jones or any license, permit or other similar
authorization held by Jones, except to the extent that any such violation,
failure

43
<PAGE> 147
to obtain any such consent or other action, or default, would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect
on Jones.

6.2. Representations and Warranties of International.
International represents and warrants to Investor and the Company that as of
the date hereof:

6.3. Representations and Warranties of Investor. Investor
represents and warrants to each of Jones, International and the Company that as
of the date hereof:

(b) The execution, delivery and performance by Investor of this
Agreement require no action by Investor or in respect of, or filing by Investor
with, any governmental

44
<PAGE> 148

body, agency or official other than any such action or filing as to which the
failure to make or obtain would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Investor.

6.4. Representations and Warranties of the Company. The Company
represents and warrants to Investor, Jones and International that as of the
date hereof:

45
<PAGE> 149

loss of any benefit to which the Company or any other Intercable Group Entity
is entitled under any agreement or other instrument binding upon the Company or
any other Intercable Group Entity or any Franchise Agreement, license, permit
or other similar authorization held by the Company or any other Intercable
Group Entity or (iv) result in the creation of any Lien on any asset of the
Company or any Intercable Group Entity, except in the case of clauses (ii),
(iii) and (iv), to the extent that any such violation, failure to obtain any
such consent or other action, default, right, loss or Lien would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Intercable Group Entities.

6.5. Representations and Warranties of Spacelink. Spacelink
represents and warrants to Investor and the Company that as of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Spacelink is within Spacelink's corporate power and has been duly authorized by
all necessary corporate action on the part of Spacelink. This Agreement
constitutes a valid and binding agreement of Spacelink.

(b) The execution, delivery and performance by Spacelink of this
Agreement requires no action of any Spacelink Group Entity by or in respect of,
or filing by any Spacelink Group Entity with, any Governmental Authority
organized within the United States of America, England or Spain other than any
such action or filing as to which the failure to make or obtain would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Spacelink Group Entities.

(c) The execution, delivery and performance by Spacelink of this
Agreement do not (i) violate (x) the articles of incorporation or bylaws of the
Company or (y) the articles of incorporation, by-laws, partnership agreement or
other organizational document (as applicable) of any other Spacelink Group
Entity, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Spacelink, (iii) require any consent or
other action by any Person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of Spacelink or any other Spacelink Group Entity or cause a loss of
any benefit to which Spacelink or any other Spacelink Group Entity is entitled
under any agreement or other instrument binding upon Spacelink or any other
Spacelink Group Entity or any franchise agreement, license, permit or other
similar authorization held by Spacelink or any other Spacelink Group Entity or
(iv) result in the creation of any Lien on any asset of Spacelink or any

46
<PAGE> 150

Spacelink Group Entity, except in the case of clauses (ii), (iii) and (iv), to
the extent that any such violation, failure to obtain any such consent or other
action, default, right, loss or Lien would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Spacelink Group Entities.

ARTICLE VII

MISCELLANEOUS

7.1. Termination. The provisions of this Agreement will terminate,
and be of no further force and effect:

(ii) if Investor does not purchase the Optioned Shares
pursuant to the Option Agreements, on the date after the Option
Termination Date when Investor's Ownership Percentage is less than
10%, provided that the provisions of Sections 2.5(d), 3.5, 3.9
and 3.10 will survive any such termination.

(b) Except as otherwise provided herein, neither the Company nor
any Shareholder may assign, delegate or otherwise Transfer any of its rights or
obligations under this Agreement without the prior written consent of all of
the other parties hereto, provided that (i) any party hereto may pledge its
interest in this agreement to a financial institution to secure a bona fide
borrowing by such party in connection with a pledge by such party of its
general intangible interests (provided that any foreclosure transferee's
interest will be subject to the provisions of this Agreement), (ii) Investor
and any other Bell International Shareholder may assign its rights, but not its
obligations, to any Eligible Assignee and (iii) Investor may assign its rights
and obligations to any purchaser of the Control Option that has paid for the
Optioned Shares pursuant to Article VII of the Option Agreements at any time
after such purchaser has delivered to the Company,

47
<PAGE> 151

Spacelink, Jones and International an executed counterpart of this Agreement
and agreed to be bound by the terms of this Agreement as if such Person was
Investor, provided that Sections 3.3 and 3.4 will terminate at the time of any
such assignment to such purchaser.

if to Jones:

Glenn R. Jones
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax:

48
<PAGE> 152

if to International:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: (303) 799-4675
Attention: Chief Executive Officer

if to Investor:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

if to the Company, to:

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

with a copy to:

Jones Intercable Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

if to the Spacelink to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

49
<PAGE> 153

with a copy to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

7.5. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.

7.6. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

7.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

7.9. Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

50
<PAGE> 154

51
<PAGE> 155

IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.

______________________________
GLENN R. JONES, individually

JONES INTERNATIONAL, LTD.

By____________________________
Name:
Title:

BELL CANADA INTERNATIONAL
INC.

By____________________________
Name:
Title:

JONES SPACELINK, LTD.

By____________________________
Name:
Title:

JONES INTERCABLE, INC.

By____________________________
Name:
Title:

52
<PAGE> 156

SCHEDULE I

LIST OF AFFILIATE AGREEMENTS

1. Transponder License Agreement between Jones Space Segment, Inc. and
Jones Intercable, Inc., dated February 2, 1993.

2. Affiliate Agreement between Mind Extension University, Inc. and Jones
Intercable, Inc., dated December 28, 1993, as amended _________, 1994.

3. Cable Affiliate Agreement between Galactic Radio, Inc. and Jones
Programming Services, Inc., dated May 1, 1990.

4. Office Lease between Jones Properties Inc. and Jones Intercable Inc.,
dated June 8, 1984.

5. Short Form Lease, dated June 8, 1984, and amendment, dated November
30, 1989, between Jones Properties, Inc. and Jones Intercable, Inc.

6. Sublease Agreement between the Jones Group, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

7. Sublease Agreement between Jones International, Ltd. and Jones
Intercable, Inc., dated August 25, 1987.

8. Sublease Agreement between Jones Spacelink, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

Affiliate Agreements in Process

1. Agreement between Jones Interactive, Inc. and Jones Intercable, Inc.
for the provision of certain support services.

2. Affiliate Agreement between Jones Computer Networks, Inc. and Jones
Intercable, Inc. for carriage of programming.

3. Affiliate Agreement between Product Information Network and Jones
Intercable, Inc. for carriage of programming.

4. Affiliate Agreement between Healthcare Network and Jones Intercable,
Inc. for carriage of programming.

5. Agreement between Jones International, Ltd. or an affiliate thereof
and Jones Intercable, Inc. for development of customer billing
service.

1
<PAGE> 157

6. Option Agreement between affiliate of Jones International, Ltd. and
Jones Intercable, Inc. regarding purchase of Terrace Building.

2
<PAGE> 158

SCHEDULE II

LIST OF CABLE PARTNERSHIPS

I. Limited Partnerships

1. Jones Cable Income Fund 1-A, Ltd.
2. Jones Intercable Income Fund 1-B, Ltd.
3. Jones Cable Income Fund 1-C, Ltd.
4. Cable TV Fund 11-A, Ltd.
5. Cable TV Fund 11-B, Ltd.
6. Cable TV Fund 11-C, Ltd.
7. Cable TV Fund 11-D, Ltd.
8. Cable TV Fund 12-A, Ltd.
9. Cable TV Fund 12-B, Ltd.
10. Cable TV Fund 12-C, Ltd.
11. Cable TV Fund 12-D, Ltd.
12. Cable TV Fund 14-A, Ltd.
13. Cable TV Fund 14-B, Ltd.
14. Cable TV Fund 15-A, Ltd.
15. IDS/Jones Growth Partners 87-A, Ltd.
16. IDS/Jones Growth Partners 89-B, Ltd.
17. IDS/Jones Growth Partners II, L.P.
18. Jones Intercable Investors
19. Jones Growth Partners, L.P.
20. Jones Growth Partners II, L.P.

II. Joint Ventures

1. Jones Cable Income Fund 1-B/C Venture
2. Cable TV Joint Fund 11
3. Cable TV Fund 12-BCD Venture
4. Cable TV Fund 14-A/B Venture
5. IDS Jones Joint Venture Partners

III. Spacelink Cable Partnership

1. Jones Spacelink Income/Growth Fund 1-A, Ltd.
2. Spacelink Fund 3, Ltd.
3. Jones Spacelink Fund 4, Ltd.
4. Jones Spacelink Fund 5, Ltd.
5. Jones Spacelink Income Partners 87-1, L.P.

3
<PAGE> 159

EXHIBIT A

This registration rights exhibit will be identical to Exhibit A to
the Shareholders Agreement that is Exhibit C to the Stock Purchase Agreement.

4
<PAGE> 160

EXHIBIT B

(Form of Sale Offer Notice)
(Date)

Bell Canada International Inc.

To Bell Canada International Inc.:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Spacelink, Glenn R. Jones, Jones International,
Ltd., Bell Canada International Inc. and Jones Intercable, Inc. (the
"Agreement"). Capitalized terms used but not defined herein have the meanings
set forth in the Agreement. This Sales Offer Notice is being delivered to you
pursuant to Section 4.2(a) of the Agreement.

(Name of JI Group Entity)

By:

5
<PAGE> 161

EXHIBIT C

(Form of Purchase Notice)

(Date)
(Name of Glenn Jones
Group Entity)

To __________:

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Spacelink, Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Purchase Notice is being delivered to you pursuant to Section
4.2(a) of the Agreement and in response to your Sale Offer Notice dated
.

The undersigned hereby irrevocably elects to exercise the right to
purchase (50%/100%) of the Offered Shares for an aggregate purchase price of $
.

BELL CANADA INTERNATIONAL INC.

By:
<PAGE> 162

EXHIBIT D

(Form of Purchase Offer Notice)
(Date)

Glenn R. Jones

To Glenn R. Jones:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Spacelink, Glenn R. Jones, Jones International,
Ltd., Bell Canada International Inc. and Jones Intercable, Inc. (the
"Agreement"). Capitalized terms used but not defined herein have the meanings
set forth in the Agreement. This Purchase Offer Notice is being delivered to
you pursuant to Section 4.3 of the Agreement.

(Name of Bell International Group Entity)

By:
<PAGE> 163

EXHIBIT E

(Form of Sale Notice)

(Date)

(Name of Bell International Group Entity)

To (Name of Bell International Group Entity):

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Spacelink, Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Sale Notice is being delivered to you pursuant to Section 4.3
of the Agreement and in response to your Purchase Offer Notice dated
.

The undersigned hereby irrevocably elects to sell to you ______
Class A Shares for an aggregate purchase price of $ .

(Name of JI Group Entity)

By:
<PAGE> 164
EXHIBIT E

JONES FINANCIAL GROUP, INC.
9697 East Mineral Avenue
Englewood, Colorado 80112

(Closing Date), 1994

Mr. Daniel E. Somers
Senior Vice-President
Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8

Re: Fee Sharing Agreement

Dear Mr. Somers:

Reference is made to that certain Financial Services Agreement (the
"Agreement") between Jones Intercable, Inc. ("Intercable") and Jones Financial
Group, Inc. (the "Company"), dated as of the date hereof, a copy of which is
attached as Exhibit A.

In consideration of the assistance provided or otherwise made
available to the Company by Bell Canada International, Inc. ("BCI") in
connection with the Company's performance of the Agreement, and for other good
and valuable consideration, the Company hereby agrees to pay to BCI fifty
percent (50%) of the Net Fees paid to the Company by Intercable under the
Agreement. "Net Fees" shall mean the gross amount of funds received by the
Company from Intercable pursuant to paragraph 3(a) of the Agreement, less
reasonable and customary expenses incurred by the Company in its performance of
the Agreement (including salaries, bonuses and other operating expenses). Net
Fees shall not include any of the fees paid to the Company by Intercable
pursuant to Section 5.12 of the Stock Purchase Agreement referenced in the
Agreement. BCI's share of Net Fees shall be payable by the Company to BCI
within 30 business days after receipt of collected funds from Intercable
pursuant to the Agreement. If all reasonable and customary expenses that may
be deducted from the amount paid by Intercable to the Company pursuant to the
Agreement to arrive at Net Fees have not been finally determined at the time a
payment is due to BCI hereunder, the Company may estimate such expenses in
calculating Net Fees. All payments hereunder shall be subject to final
adjustment at
<PAGE> 165
Mr. Daniel E. Somers
(Closing Date), 1994
Page 2

such time as such costs and expenses have been fully determined. BCI may
inspect the books and records of the Company upon reasonable notice to the
Company to verify the amount of the Net Fees.

This letter agreement shall terminate simultaneously with the
termination of the Agreement.

If the foregoing correctly sets forth the understanding and agreement
between BCI and the Company, please so indicate in the space provided for that
purpose below, whereupon this letter shall constitute a binding agreement as of
the date first above written.

Very truly yours,

JONES FINANCIAL GROUP, INC.

By:____________________________

Accepted and Agreed to
this ____ day of _________, 1994;

BELL CANADA INTERNATIONAL INC.

By:___________________________
<PAGE> 166
EXHIBIT F

(FORM OF IDEMNIFICATION AGREEMENT
TO COME)

<PAGE> 167

EXHIBIT G

It is a condition to the Reorganization that Intercable shall have
received an opinion from Davis, Graham & Stubbs or Skadden, Arps, Slate,
Meagher & Flom, in form and substance reasonably satisfactory to the Special
Committee of Intercable, as advised by counsel, substantially to the effect set
forth below. If the firm rendering the opinion believes it has complied with
this condition, but the Special Committee of Intercable (as advised by counsel)
nevertheless believes that the opinion is not reasonably satisfactory, and the
disagreement cannot be resolved, then the firm rendering the opinion and the
counsel to the Special Committee will jointly select a third law firm to
determine whether such dissatisfaction with the opinion is reasonable, and the
Special Committee will reconsider its initial conclusion in light of the
determination of such third firm.

This opinion may be qualified in the following manner: (i) counsel
may rely upon customary certificates of officers and directors of Intercable,
Spacelink, International and of other persons (including a representation with
respect to the arms-length nature of the transactions between International,
Intercable, BCI and all related parties), (ii) the transfer of the Common Stock
of Intercable from International to a not wholly-owned (Newco) and the issuance
of the Control Option following the Reorganization should not violate the
continuity of interest requirements recognizing the absence of authority on
point, (iii) regulations may be promulgated under Section 337(d) of the Code
which could affect the tax-free status of the Reorganization, (iv) such opinion
is based on the applicable provisions of the Code, Treasury Regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the Service and other relevant authorities and that such statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time and, in some circumstances, with retroactive effect and that a change
in the authority upon which such opinion is based could affect such conclusion,
and (v) any additional qualifications which are reasonable and customary for an
opinion of a similar nature.

The opinion would state that, based upon and subject to the
foregoing and on the basis of facts, representations and assumptions set forth
in such opinion which are consistent with the state of facts existing at the
Effective Time and recognizing the absence of authority regarding (i) the
applicability of Revenue Ruling 78-47 if an actual transfer of stock could not
be accomplished under corporate law and (ii) the applicability of the
liquidation-reincorporation doctrine to the transfer of Common Stock to
(Newco), the Reorganization will be treated as a reorganization within the
meaning of Section 368(a)(1) of the Code.

<PAGE> 1

DRAFT: June 2, 1994 10:39am

EXCHANGE AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION

BY AND BETWEEN

JONES INTERCABLE, INC.

AND

JONES SPACELINK, LTD.

Dated as of May 31, 1994

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2.1 Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Assumption of Obligations and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SPACELINK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.1 Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Corporate Authorization; Minute Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.3 Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.4 Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.5 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.7 SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.8 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.9 No Undisclosed Material Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.10 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.11 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.12 Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.13 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.15 Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.16 Compliance with Laws and Court Orders; No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.18 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.19 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.20 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.21 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.22 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.23 Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.24 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.25 Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

-i-
<PAGE> 3
<TABLE>
<CAPTION> Page
----
<S> <C>
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF INTERCABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

4.1 Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.2 Corporate Authorization; Minute Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.3 Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.4 Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.5 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.6 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.7 SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.8 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.9 No Undisclosed Material Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.10 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.11 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.12 Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.13 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.15 Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.16 Compliance with Laws and Court Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.18 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.19 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.20 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.21 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.22 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.23 Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.24 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.25 Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE 5 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

5.1 Shareholder Meetings; Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.2 Conduct of Spacelink Prior to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.3 Conduct of Intercable Prior to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.4 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.5 Notices of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.6 Reasonable Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.7 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.8 Other Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.9 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.10 Jones Earth Segment, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.11 Tax-Free Reorganization; Plan of Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.12 Spacelink Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 6 CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

6.1 Conditions to Obligations of Spacelink and Intercable . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Conditions to Obligation of Spacelink . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Conditions to Obligation of Intercable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 7 SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

7.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE 8 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

8.1 Grounds for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE 9 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

9.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
9.2 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.8 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.9 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.10 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

-iii-
<PAGE> 5
EXHIBITS

EXHIBIT A -- General Assignment, Bill of Sale and Assumption Agreement
EXHIBIT B -- Exchange Ratio Computation

-iv-
<PAGE> 6
SCHEDULES

Schedule 1A -- Intercable Loan Agreements
Schedule 1B -- Loan Agreements
Schedule 1C -- Permitted Liens
Schedule 3.3 -- Governmental Authorization
Schedule 3.4 -- Consents and Approvals
Schedule 3.5 -- Options
Schedule 3.6 -- Subsidiaries
Schedule 3.10 -- Absence of Certain Changes
Schedule 3.12 -- Franchise Agreements
Schedule 3.13 -- Litigation
Schedule 3.14 -- Material Contracts
Schedule 3.17 -- Environmental Matters
Schedule 3.18 -- Intellectual Property
Schedule 3.19 -- Taxes
Schedule 3.20 -- Transactions with Affiliates
Schedule 3.20 -- Directors and Officers
Schedule 3.22 -- Employment Benefit Plans
Schedule 3.23 -- Finders' Fees
Schedule 4.3 -- Governmental Authorization
Schedule 4.4 -- Consents and Approvals
Schedule 4.5 -- Options
Schedule 4.6 -- Subsidiaries
Schedule 4.10 -- Absence of Certain Changes
Schedule 4.12 -- Franchise Agreements
Schedule 4.13 -- Intellectual Property
Schedule 4.14 -- Litigation
Schedule 4.17 -- Environmental Matters
Schedule 4.19 -- Transactions with Affiliates
Schedule 4.20 -- Employees

-v-
<PAGE> 7
Schedule 4.22 -- Employee Benefit Plans
Schedule 4.23 -- Finders' Fees

-vi-
<PAGE> 8
EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION

EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
(this "Agreement") dated as of May __, 1994, by and between JONES INTERCABLE,
INC., a Colorado corporation ("Intercable") and JONES SPACELINK, LTD., a
Colorado corporation ("Spacelink").

RECITALS

A. Spacelink is primarily engaged in the business of
owning and/or operating cable television systems, providing audio programming
for cable television systems and radio stations and other related businesses in
the United States.

B. Subject to the terms and conditions contained in this
Agreement, Intercable desires to acquire from Spacelink, and Spacelink desires
to transfer to Intercable, substantially all of the assets of Spacelink used or
useful in connection with Spacelink's business in exchange for shares of
Intercable Class A Common Stock.

C. Spacelink intends to distribute, among other things,
the shares of Intercable Class A Common Stock acquired pursuant to this
Agreement, together with all other shares of capital stock of Intercable held
by Spacelink, to its shareholders as part of the contemplated liquidation and
dissolution of Spacelink.

D. It is intended that the transactions contemplated by
this Agreement shall constitute a tax-free reorganization within the meaning of
Section 368(a)(1)(C) of the Code.

NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be bound, agree
as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions.

(a) The following terms, as used herein, have the
following meanings:

"Affiliate" means, with respect to any Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with such Person.

"Balance Sheet Date" means May 31, 1993.

<PAGE> 9
"Balance Sheet" means the consolidated balance sheets
of Spacelink and its consolidated Subsidiaries as of the Balance Sheet Date and
included in the SEC Documents.

"BCI" means Bell Canada International, Inc., a
corporation organized under the laws of Canada.

"Board of Directors" means the board of directors of
Spacelink.

"Cable Partnership" means, at any time, any
partnership that owns or operates a System in which any Spacelink Group Entity
is a general or managing partner and any joint venture of any such partnership.

"Capital Stock" means, at any time, Class A Common
Stock, Class B Common Stock and any other authorized capital stock of
Spacelink.

"Closing Date" means the date of the Closing.

"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

"Convertible Debentures" means the 7.5% Convertible
Debentures due June 1, 2007 of Intercable.

"Control Option" means BCI's option to purchase the
Optioned Shares (as defined in the Option Agreements referred to in the Stock
Purchase Agreement) pursuant to the Option Agreements.

"Current Intercable SEC Filings" means (i) the annual
report on Form 10-K of Intercable for the fiscal year ended May 31, 1993, (ii)
the quarterly report on Form 10-Q of Intercable for the fiscal quarter ended
November 30, 1993, and (iii) the proxy statement dated November 19, 1993, of
the Company prepared in connection with the Notice of Annual Meeting of
Shareholders of Intercable held on December 21, 1993.

"Current SEC Filings" means (i) the annual report on
Form 10-K of Spacelink for the fiscal year ended May 31, 1993, (ii) the
quarterly report on Form 10-Q of Spacelink for the fiscal quarter ended
February 28, 1994, (iii) the proxy statement dated November 19, 1993 of
Spacelink prepared in connection with the Notice of Annual Meeting of
Shareholders of Spacelink held on December 21, 1993, and (iv) the annual
reports on Form 10-K of each Cable Partnership for the fiscal year ended
December 31, 1993.

"Dissenting Shareholders" means those shareholders of
Spacelink who have voted against the Transactions contemplated by this
Agreement and perfected their dissenter's rights in accordance with law.

-2-
<PAGE> 10
"Employee Options" means any options to purchase
capital stock granted to employees, officers or directors of Intercable or
Spacelink, as applicable, or any of their respective subsidiaries pursuant to
any employee benefit plan (including a stock option, stock purchase or stock
bonus plan) approved by its board of directors.

"Environmental Laws" means any and all federal,
state, local and foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, codes, plans, injunctions,
permits, agreements and governmental restrictions, whether now or hereafter in
effect, relating to human health, the environment or to emissions, discharges
or releases of pollutants, contaminants, Hazardous Substances or wastes into
the environment, including without limitation ambient air, surface water,
groundwater or land or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, Hazardous Substances or wastes or the clean-up or
other remediation thereof.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and any successor statute thereto, and the rules and
regulations promulgated thereunder.

"ERISA Affiliate" of any entity means any other
entity which, together with such entity, would be treated as a single employer
under Section 414 of the Code.

"Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

"FCC" means the Federal Communications Commission or
its successor.

"FCC License" means any license, authorization,
certification or permit issued by the FCC and any applications to any of the
foregoing, including, without limitation, licenses issued in connection with
the operation of community antenna television systems, community antenna relay
systems, microwave systems, earth stations and business and other two-way
radios.

"Franchise Agreement" means any franchise, agreement,
permit, license or other authorization granted by any Governmental Authority
organized within the United States of America, including all laws, regulations
and ordinances relating thereto, which authorizes the construction or operation
of a System or the reception and transmission of signals by microwave, and
shall include, without limitation, all FCC Licenses and all certificates of
compliance, if any, and cable television registration statements or similar
documents which are required to be issued by or filed with the FCC or other
Governmental Authority organized within the United States of America.

"Governmental Authority" means any local, county,
state, commonwealth, federal or foreign judicial, executive or legislative
instrumentality, or any agency, authority, commission, board or official
thereof, including, without limitations, any franchising authority.

-3-
<PAGE> 11
"Hazardous Substances" means any toxic, radioactive,
caustic or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including without
limitation, any substance regulated under Environmental Laws.

"Intellectual Property Right" means any trademark,
service mark, trade name, invention, patent, trade secret, license, copyright,
know-how (including any registrations or applications for registration of any
of the foregoing) or any other similar type of proprietary intellectual
property right.

"Intercable Balance Sheet" means the consolidated
balance sheet of Intercable and its consolidated Subsidiaries as of the Balance
Sheet Date and included in the Intercable SEC Documents.

"Intercable Board of Directors" means the board of
directors of Intercable.

"Intercable Class A Common Stock" means the Class A
Common Stock, par value $.01 per share, of Intercable.

"Intercable Common Stock" means the Common Stock, par
value $.01 per share, of Intercable.

"Intercable Group" means Intercable and each Person
that is a Subsidiary of Intercable at such time.

"Intercable Group Entity" means each Person included
in the Intercable Group at such time.

"Intercable Loan Agreements" means the agreements
listed on Schedule 1A, attached hereto.

"Intercable SEC Reporting Entity" means Intercable
and each of its Subsidiaries that is, or since January 1, 1991, has been,
required to file periodic reports with the SEC under the Exchange Act.

"JI Group" means, at any time, Glenn R. Jones, Jones
International, Ltd. and each Person that is a Subsidiary of Glenn R. Jones or
Jones International, Ltd. at such time, other than any Person that is an
Intercable Group Entity or a Spacelink Group Entity at such time.

"JI Group Entity" means each Person included in the
JI Jones Group at such time.

-4-
<PAGE> 12
"Jones Intercable Transaction" means the transaction
contemplated by the Stock Purchase Agreement.

"Jones International, Ltd." means Jones
International, Ltd., a Colorado corporation.

"Lien" means, with respect to any property or asset,
any mortgage, lien, pledge, charge, security interest, encumbrance or other
adverse claim of any kind in respect of such property or asset, other than
liens for taxes not yet delinquent. For purposes of this Agreement, a Person
shall be deemed to own subject to a Lien any property or asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such property or asset.

"Loan Agreements" means the agreements listed on
Schedule 1B attached hereto.

"Material Adverse Effect" means a material adverse
effect on the condition (financial or otherwise), business, assets, results of
operations or prospects of Intercable and its Subsidiaries or Spacelink and its
Subsidiaries, as applicable, in each case taken as a whole.

"Minority Shareholders" means any shareholder of
Spacelink other than a JI Group Entity.

"Multiemployer Plan" means each Employee Plan or
Intercable Employee Plan, as the case may be, that is a multiemployer plan, as
defined in Section 3(37) of ERISA.

"officer" has the meaning subscribed to it in Rule
16a-1 under the Exchange Act.

"Owned System" means any System that is owned or
operated by a Spacelink Group Entity that is not a Partnership System.

"Partnership System" means any System that is owned
and operated by a Cable Partnership.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permitted Liens" means the Liens identified on
Schedule 1C attached hereto.

"Person" means an individual, corporation,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

"SEC" means the Securities and Exchange Commission or
its successor.

-5-
<PAGE> 13
"SEC Transaction Document" means any document
required to be filed by Spacelink with the SEC in connection with the
consummation of the transaction contemplated hereby.

"Securities Act" means the Securities Act of 1993, as
amended, and the rules and regulations promulgated thereunder.

"SMATV" means a satellite master antenna television
system.

"Spacelink Group" means Spacelink and each Person
that is a Subsidiary of Spacelink at such time.

"Spacelink Group Entity" means each Person included
in the Spacelink Group at such time.

"Spacelink SEC Reporting Entity" means Spacelink and
each of its Subsidiaries that is, or since January 1, 1991, has been, required
to file periodic reports with the SEC under the Exchange Act.

"Stock Purchase Agreement" means the agreement, dated
May 31, 1994, between Intercable and BCI pursuant to which BCI has agreed to
purchase shares of Intercable Class A Common Stock.

"Subscriber" means at any time, the number of single
customer accounts receiving basic cable television services from a Spacelink
Group Entity and billed at the basic monthly price in the applicable System
(subject to applicable published discounts) during the full calendar month
ending immediately prior to such time.

"Subsidiary" means, as to any Person, (i) any entity
of which securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons performing
similar functions are, directly or indirectly, owned or controlled by such
Person, (ii) any partnership of which such Person is, directly or indirectly, a
general or managing partner or (iii) any other entity that is, directly or
indirectly, controlled by such Person. With respect to Subsidiaries of
Spacelink, Subsidiaries shall not include an Intercable Group Entity or Jones
Earth Segment, Inc. Neither Jones International, Ltd., nor Glenn R. Jones are
a subsidiary of any Spacelink Group Entity or Intercable Group Entity.

"Subsidiary Securities" means any shares of capital
stock of a Subsidiary of Spacelink, and securities of any type whatsoever that
are, or may become, exercisable to purchase, or convertible or exchangeable
into shares of such capital stock.

"System" or "Systems" means a cable television or
SMATV system owned or operated by any Spacelink Group Entity or any Intercable
Group Entity, as the case may be, and serving subscribers within a geographical
area covered by one or more Franchise Agreements from the same head end
facility or by two or more related head end facilities.

-6-
<PAGE> 14
"Tax" or "Taxes" means with respect to any Person (a)
any net income, gross income, gross receipts, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, value-added or windfall profit
tax, custom duty or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest and any penalty,
addition to tax or additional amount imposed by any taxing authority (domestic
or foreign) on such person, (b) any liability of any Person for the payment of
any amount of the type described in clause (a) as a result of being a member of
an affiliated or combined group or being a party to any arrangement or
agreement whereby liability of any such Person was determined or taken into
account by reference to the liability of any other Person for any period and
(c) any liability of any such Person for the payment of any amounts of the type
described in Clauses (a) or (b) as a result of any express or implied
obligation to indemnify any other Person.

"Tax Ruling" means a private letter ruling issued by
the Internal Revenue Service to Intercable, Spacelink, Jones International,
Ltd., and Glenn R. Jones holding, inter alia, that the acquisition of
substantially all of the Assets (other than Excluded Assets) by Intercable
pursuant to this Agreement will be recognized as a tax-free reorganization
under Section 368(a)(1)(C) of the Code and that no gain or loss will be
recognized by Spacelink under Section 361 upon the transfer of the Assets to
Intercable or distribution of the Shares and the 2,859,240 shares of Common
Stock of Intercable in liquidation to its shareholders.

"Title IV Plan" means an Employee Plan, other than
any Multiemployer Plan, subject to Title IV of ERISA.

(b) Each of the following terms is defined in the
Section set forth opposite such term:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Acquisition Proposal 5.8.(b)
Assets 2.1
Benefit Arrangement 3.22.(i)
Class A Common Stock 3.5.(a)(i)
Class B Common Stock 3.5.(a)(i)
Closing 2.5.(a)
Employee Plan 3.22.(i)
Environmental Liabilities 3.17.(d)
Excluded Assets 2.2
Intercable Benefit Arrangement 4.22.(i)
Intercable Employee Plan 4.22.(i)
Intercable Outstanding Securities 4.5.(b)
Intercable Proposal 5.1.(a)
Intercable Returns 4.19
Intercable SEC Documents 4.7.(b)
Reserve 2.2.(c)
</TABLE>

-7-
<PAGE> 15
<TABLE>
<S> <C>
Restricted Persons 5.8.(c)
SEC Documents 3.7.(b)
Shares 2.4
Spacelink Outstanding Securities 3.5.(b)
Spacelink Proposals 5.1.(b)
Spacelink Returns 3.19
Spacelink Subsidiary Securities 3.6.(c)
Statement 3.25.(a)
Transaction Agreement 5.1.(b)(ii)
</TABLE>

ARTICLE 2

PURCHASE AND SALE

2.1 Purchase and Sale. Upon the terms and subject to the
conditions set forth in this Agreement, on the Closing Date, Spacelink agrees
to transfer and deliver to Intercable, and Intercable agrees to acquire and
accept from Spacelink, subject only to Permitted Liens, all of the assets and
properties of Spacelink, whether real, personal, tangible or intangible, as of
the date hereof (specifically excepting the Excluded Assets described in
Section 2.2 hereof), including all additions thereto on and after the date
hereof and through and including the Closing Date, but less all dispositions
thereof or other changes thereto from and after the date hereof and through and
including the Closing Date not prohibited by Section 5.2 hereof, such assets
and properties being referred to herein as the "Assets," and including without
limitation the following:

(a) Spacelink's right, title and interest in and
to all parcels of real property owned in fee by Spacelink or in which Spacelink
has a leasehold interest, and all buildings, structures and other improvements
located thereon, and all rights of way and similar authorizations;

(b) Spacelink's right, title and interest in and
to all of the tangible personal property owned or leased by Spacelink;

(c) Spacelink's right, title and interest in and
to all contracts, options, leases (whether of realty or personalty), purchase
orders, commitments, Franchise Agreements, programming agreements, subscription
agreements for cable television and SMATV services, access agreements and other
agreements, whether oral or written (all of such contracts, agreements,
options, leases or commitments are sometimes referred to herein collectively as
the "Contracts")
(d) Spacelink's right, title and interest in any
and all joint venture and limited or general partnership agreements and any
shares of capital stock in any entity;

-8-
<PAGE> 16
(e) Spacelink's right, title and interest in and
to all subscriber, customer and advertiser lists;

(f) Spacelink's right, title and interest in and
to all Intellectual Property Rights which are used or held for use in
connection with the conduct of its business;

(g) All subscriber, customer and trade accounts
receivable due to Spacelink;

(h) All deposits under utility, pole rental and
similar agreements to which Spacelink is or may become entitled; and

(i) Spacelink's records, files and data,
including maps, plans, diagrams, blueprints and schematics, if any.

2.2 Excluded Assets. Notwithstanding anything contained
herein to the contrary, the following properties and assets (the "Excluded
Assets") shall be retained by Spacelink and shall not be contributed, assigned,
conveyed, transferred or delivered to Intercable:

(a) 2,859,240 shares of Intercable Common Stock
held by Spacelink on the Closing Date;

(b) All shares of capital stock in Jones Earth
Segment, Inc., a Colorado corporation; and

(c) A cash reserve sufficient to satisfy the
obligations of Spacelink to Dissenting Shareholders, and to pay any expenses
that may be incurred in connection with the determination and payment of such
obligations (the "Reserve").

2.3 Assumption of Obligations and Liabilities. Upon the
terms and subject to the conditions set forth in this Agreement, at Closing
Intercable shall assume and agree to pay, discharge and perform when due all
known, unknown and contingent liabilities of Spacelink (other than to
Dissenting Shareholders) including but not limited to:

(a) All the obligations and liabilities of
Spacelink under the Contracts, including the Franchise Agreements, whether such
obligations and liabilities arise with respect to the period prior to, at or
after the Closing Date;

(b) All of Spacelink's obligations for the
provision of cable television or other services to its subscribers;

-9-
<PAGE> 17
(d) All state and local sales or use taxes (or
their equivalent) and transfer taxes or recording fees payable as a consequence
of the sale or purchase of the Assets hereunder.

2.4 Purchase Price. The consideration payable to
Spacelink for the Assets shall be 4,100,000 shares of Intercable Class A Common
Stock (the "Shares"). The Shares shall be registered under the Securities Act
in connection with the liquidation and distribution contemplated by Section
5.11(c). Notwithstanding the foregoing, the number of Shares payable to
Spacelink shall be increased or decreased by such number of Shares as is
necessary to permit the rounding of fractional shares pursuant to Section
5.11(d).

2.5 Closing.

(a) The closing (the "Closing") of the exchange,
transfer and delivery of the Shares for the Assets hereunder shall take place
at the offices of Intercable, 9697 East Mineral Avenue, Englewood, Colorado
80112, as soon as possible, but in no event later than 10 business days after
satisfaction of the conditions set forth in Article 6, or at such other time or
place as the Intercable and Spacelink may agree.

(b) At the Closing, Spacelink shall deliver to
Intercable:

(i) the General Assignment, Bill of Sale
and Assumption Agreement substantially in the form of Exhibit
A attached hereto, which agreement shall also assign, transfer
and deliver to Intercable all of Spacelink's right, title and
interest in and to the Assets;

(ii) the certificate referred to in
Section 6.3(c);

(iii) such deeds, assignments, consents,
instruments and agreements as are required herein or as
Intercable may reasonably require to effect the transactions
contemplated hereby; and

(iv) such other instruments and
agreements as are required herein or as Intercable may
reasonably request to effect the transactions contemplated
hereby.

(i) the Shares;

(ii) the General Assignment, Bill of Sale
and Assumption Agreement referred to in Section 2.5(b)(i); and

(iii) the certificate referred to in
Section 6.2(c).

-10-
<PAGE> 18
ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SPACELINK

Spacelink represents and warrants to Intercable:

3.1 Corporate Existence and Power. Spacelink is a
corporation duly incorporated, validly existing and in good standing under the
laws of Colorado and has all corporate powers and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those licenses, authorizations, permits,
consents and approvals the absence of which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Spacelink
is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where such qualification is necessary, except for
those jurisdictions where failure to be so qualified would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
Spacelink has heretofore delivered to Intercable true and complete copies of
its articles of incorporation and bylaws as currently in effect.

3.2 Corporate Authorization; Minute Books. (a) The
execution, delivery and, subject to approval of the Spacelink Proposals by the
shareholders of Spacelink, performance by Spacelink of this Agreement are
within Spacelink's corporate powers and have been duly authorized by all
necessary corporate action on the part of Spacelink. This Agreement
constitutes a valid and binding agreement of Spacelink.

(b) Spacelink has made available to Intercable
true and correct copies of all minutes of meetings and actions by consent of
(i) the boards of directors of the Spacelink Group Entities and any committees
thereof and (ii) shareholders or partners of the Spacelink Group Entities. All
actions taken by Spacelink requiring action by its board of directors or
shareholders have been duly authorized or ratified by all necessary corporate
action and are evidenced in such minutes and consents.

(c) The Board of Directors, taking into account
the unanimous recommendation of a special committee of the Board of Directors
as to the Minority Shareholders, has unanimously (i) determined that the
transaction contemplated hereby is fair to, and in the best interest of,
Spacelink's shareholders and (ii) resolved to recommend the Spacelink Proposals
to the shareholders of Spacelink. Spacelink further represents that Goldman
Sachs & Co. has delivered to the Board of Directors its written opinion that
the number of shares to be received by the Minority Shareholders of Spacelink
pursuant to the transactions contemplated hereby is fair to Spacelink's
Minority Shareholders. Spacelink has been advised that all of its directors
who are shareholders of Spacelink intend to vote in favor of the Spacelink
Proposals.

3.3 Governmental Authorization. Assuming the accuracy of
Intercable's representations and warranties contained in Section 4.3 hereof,
the execution, delivery and performance by Spacelink of this Agreement and the
consummation of the transaction contemplated hereby, require no action of any
Spacelink Group Entity by or in respect of, or

-11-
<PAGE> 19
filing by any Spacelink Group Entity with, any Governmental Authority organized
within the United States of America, England or Spain other than (i) the
actions and filings listed on Schedule 3.3 and (ii) any such action or filing
as to which the failure to make or obtain would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Non-Contravention. The execution, delivery and
performance by Spacelink of this Agreement and the consummation of the
transaction contemplated hereby do not:

(i) violate (x) the articles of
incorporation or by-laws of Spacelink or (y) the articles of
incorporation, by-laws, partnership agreement or other
organizational document (as applicable) of any other Spacelink
Group Entity,

(ii) assuming compliance with the matters
referred to in Section 3.3, the approval by the shareholders
of Spacelink of the Spacelink Proposals and the accuracy of
Intercable's representations and warranties contained in
Section 4.3, violate any applicable law, rule, regulation,
judgment, injunction, order or decree binding on any Spacelink
Group Entity,

(iii) except as set forth in Schedule 3.4
and assuming compliance with the matters referred to in
Section 3.3, require any consent or other action by any Person
under, constitute a default under, or give rise to any right
of termination, cancellation or acceleration of any right or
obligation of any Spacelink Group Entity under, or cause a
loss of any benefit to which such Spacelink Group Entity is
entitled under, any agreement or other instrument binding upon
any Spacelink Group Entity or any Franchise Agreement,
license, permit or other similar authorization held by any
Spacelink Group Entity, or

(iv) result in the creation or imposition
of any Lien on any asset of any Spacelink Group Entity

except, in the case of clauses (ii), (iii), and (iv), to the extent that any
such violation, failure to obtain any such consent or other action, default,
right, loss or Lien would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

3.5 Capitalization. (a) At the date hereof:

(i) Spacelink's authorized capital stock
consists of (A) 220,000,000 shares of Class A Common Stock,
par value $.01 per share ("Class A Common Stock"), of which
77,632,700 shares are issued and outstanding (of which
65,976,148 shares are held by the JI Group) and (B) 415,000
shares of Class B Common Stock, par value $.01 per share (the
"Class B Common Stock"), all of which are issued and
outstanding (all of which are held by Jones International,
Ltd.); and

-12-
<PAGE> 20
(ii) there are outstanding options to
purchase an aggregate of 2,116,947 shares of Class A Common
Stock of Spacelink and Spacelink holds no shares of Class A
Common Stock or Class B Common Stock in its treasury.

(b) Except as set forth in paragraph (a) of this
Section 3.5, as of the date hereof there are no outstanding (i) shares of
capital stock or other voting securities of Spacelink, (ii) securities of
Spacelink convertible into or exchangeable for shares of capital stock or
voting securities of Spacelink, or (iii) except as contemplated by this
Agreement, options or other rights to acquire from Spacelink, or other
obligation of Spacelink to issue, any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or voting
securities of Spacelink (the items in clauses (i), (ii) and (iii) being
referred to collectively as the "Spacelink Outstanding Securities"). There are
no outstanding obligations of any Spacelink Group Entity to repurchase, redeem
or otherwise acquire any Outstanding Securities.

(c) All outstanding shares of capital stock of
Spacelink have been, and at or prior to the Closing will be, duly authorized
and validly issued, fully paid and non-assessable and have been (or will have
been) offered, issued, sold and delivered by Spacelink in compliance with
applicable federal and state securities laws.

(d) To the knowledge of Spacelink, as of the date
hereof there are no voting trusts, shareholder agreements or any other
agreements or understandings with respect to the voting of any shares of
capital stock of Spacelink other than those so created by the articles of
incorporation and by-laws of Spacelink and as contemplated hereby.

3.6 Subsidiaries. (a) All Subsidiaries of Spacelink and
their respective jurisdictions of incorporation or organization (as applicable)
are identified on Schedule 3.6. Schedule 3.6 also lists any investments in
excess of $5,000,000 as of the date hereof of any Spacelink Group Entity at the
date hereof in Persons that are not Subsidiaries of Spacelink. Each Subsidiary
of Spacelink is either a corporation, general partnership or a limited
partnership.

(b) Each Subsidiary of Spacelink identified as a
corporation on Schedule 3.6 is duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation. Each Subsidiary
of Spacelink identified as a partnership on Schedule 3.6 is a partnership duly
organized and validly existing as a partnership under the laws of its
jurisdiction of organization. Each such Subsidiary has all corporate or
partnership powers, as the case may be, and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those licenses, authorizations, permits,
consents and approvals the absence of which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each
Subsidiary of Spacelink is duly qualified to do business as a foreign
corporation or partnership and is in good standing in each jurisdiction where
such qualification is necessary, except for those jurisdictions where failure
to be so qualified would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

-13-
<PAGE> 21
(c) Except as disclosed in Schedule 3.6 or
pursuant to Liens granted to secure obligations under the Loan Agreements, all
of the outstanding capital stock of, or other voting securities or ownership
interests in, each Subsidiary of Spacelink is owned by Spacelink, directly or
indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such stock or other voting securities or ownership interests, but
excluding restrictions in the partnership agreements of the Cable Partnerships)
other than limitations and restrictions arising under applicable securities
laws and regulations. There are no outstanding (i) securities of any such
Subsidiary convertible into or exchangeable for shares of capital stock or
other voting securities or ownership interests in any Spacelink Group Entity or
(ii) options or other rights to acquire from any such Subsidiary, or other
obligation of any such Subsidiary to issue, any capital stock or other voting
securities or ownership interests in, or any securities convertible into or
exchangeable for any capital stock or other voting securities or ownership
interests in, any Spacelink Group Entity (the items in clauses (i) and (ii)
being referred to collectively as the "Spacelink Subsidiary Securities").
There are no outstanding obligations of any Spacelink Group Entity to
repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

3.7 SEC Documents. (a) Spacelink has delivered to
Intercable all reports, statements, schedules and registration statements filed
with the SEC by each Spacelink SEC Reporting Entity since May 31, 1991,
including (i) the annual reports on Form 10-K of each Spacelink SEC Reporting
Entity for the fiscal years ended after May 31, 1991, (ii) the quarterly
reports on Form 10-Q of each Spacelink SEC Reporting Entity for the fiscal
quarters ended after the end of the most recent fiscal year of such SEC
Reporting Entity and (iii) the proxy or information statements relating to
meetings of, or actions taken without a meeting by, the stockholders or
partners of each Spacelink SEC Reporting Entity held since May 31, 1991.

(b) Since May 31, 1991, each Spacelink SEC
Reporting Entity has duly filed with the SEC all registration statements,
reports and proxy statements required to be filed by it under the Securities
Act and the Exchange Act (the "SEC Documents"), and each such registration
statement, when it became effective, and each such report or proxy statement,
when it was filed, as the case may be, complied in all material respects with
the Securities Act or the Exchange Act, as the case may be.

(c) Each such registration statement, as amended
or supplemented, if applicable, filed pursuant to the Securities Act as of the
date such statement or amendment became effective did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. As
of its filing date, each such report or proxy statement filed pursuant to the
Exchange Act did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.

3.8 Financial Statements. (a) The audited and unaudited
interim consolidated financial statements of Spacelink included in the SEC
Documents fairly present, in all material respects and in conformity with
generally accepted accounting principles (except as permitted by Form 10-Q)
applied on a consistent basis (except as may be indicated in the notes
thereto),

-14-
<PAGE> 22
the consolidated financial position of Spacelink and its respective
consolidated subsidiaries as at the date thereof and the consolidated results
of operations, stockholders' equity and cash flows for the periods then ended
(subject to normal year end audit adjustments in the case of unaudited interim
financial statements).

(b) The audited and unaudited interim financial
statements of each Spacelink SEC Reporting Entity other than Spacelink included
in the SEC Documents fairly present, in all material respects and in conformity
with generally accepted accounting principles (except as permitted by Form
10-Q) applied on a consistent basis (except as may be indicated in the notes
thereto), the financial position of such SEC Reporting Entity as at the date
thereof and the statements of operations, partners' capital (or stockholders'
equity) and cash flows for the periods then ended (subject to normal year end
audit adjustments in the case of unaudited interim financial statements).

3.9 No Undisclosed Material Liabilities. There are no
liabilities of any Spacelink Group Entity of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, other
than:

(a) liabilities provided for in the Balance Sheet
or disclosed in the notes thereto;

(b) liabilities disclosed in the Current SEC Filings
or in Schedule 3.13; and

(c) other undisclosed liabilities which, individually
or in the aggregate, would not reasonably be expected to be material
to the Spacelink Group, taken as a whole.

3.10 Absence of Certain Changes. Except as disclosed in
Schedule 3.10 or the SEC Documents filed with the SEC prior to the date hereof,
since the Balance Sheet Date the business of the Spacelink Group Entities has
been conducted in the ordinary course consistent with past practices and there
has not been:

(i) any event, occurrence, development
or state of circumstances or facts which has had or would
reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect;

(ii) any declaration, setting aside or
payment of any dividend or other distribution with respect to
any shares of capital stock of Spacelink, or any repurchase,
redemption or other acquisition by any Spacelink Group Entity
of any outstanding shares of capital stock or other securities
of, or other ownership interest in, Spacelink;

(iii) any amendment of any term of any
outstanding equity security of Spacelink, or any debt security
material to the Spacelink Group

-15-
<PAGE> 23
Entities, taken as a whole, but excluding debt issued pursuant
to the Loan Agreements and capitalized leases;

(iv) prior to the date hereof any
incurrence, assumption or guarantee by Spacelink (or any
Subsidiary of Spacelink that is not a Cable Partnership) of
any indebtedness for borrowed money exceeding $5,000,000 in
the aggregate for all Spacelink Group Entities (other than
Cable Partnerships);

(v) prior to the date hereof, any
incurrence, assumption or guarantee by any Cable Partnership
of any indebtedness for borrowed money (excluding borrowings
to refinance outstanding debt) exceeding $25,000,000 in the
aggregate for all Cable Partnerships;

(vi) prior to the date hereof, any making
by any Spacelink Group Entity of any loan, advance or capital
contribution to or other investment in any Person other than
(A) loans, advances or capital contributions to or investments
in Intercable Group Entities and in other Spacelink Group
Entities or (B) loans, advances, capital contributions to or
investments in other Persons that are not JI Group Entities in
an aggregate amount not exceeding $2,500,000;

(vii) any damage, destruction or other
casualty loss not covered by insurance affecting the business
or assets of any Spacelink Group Entity which has had or could
reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; or

(viii) any material change in any method of
accounting or accounting practice by any Spacelink Group
Entity, except as required by generally accepted accounting
principles.

3.11 Properties. Except as described in Schedule 3.11,
each Spacelink Group Entity possesses all assets (whether real or personal,
tangible or intangible) and rights necessary to enable it to carry on its
business in all material respects as currently conducted.

3.12 Franchises. (a) Schedule 3.12 lists all Systems of
the Spacelink Group Entities as of the date hereof and specifies for each such
System (i) the name of the Spacelink Group entity that owns or operates such
System, (ii) the material Franchise Agreements (other than FCC Licenses)
relating to such System, true and complete copies of which have been previously
delivered to Intercable, (iii) the approximate date on which each such
Franchise Agreement expires, (iv) the approximate number of Subscribers
serviced by such System on February 28, 1994 and (v) the approximate number of
homes passed by such System on February 28, 1994.

(b) The Spacelink Group Entities have all
material Franchise Agreements required to operate the Systems. All such
Franchise Agreements held by a Spacelink Group Entity were lawfully transferred
or granted to such Spacelink Group Entity pursuant to the rules and regulations
of the relevant Governmental Authorities. The Franchise

-16-
<PAGE> 24
Agreements (other than FCC Licenses) authorize the Spacelink Group Entity
indicated on Schedule 3.12 to operate a System (or portion thereof) until the
respective approximate expiration dates listed on Schedule 3.12. Except as
described in Schedule 3.12 or otherwise disclosed in writing to Intercable, the
Spacelink Group Entities are in compliance in all material respects with all
material terms and conditions of all material Franchise Agreements relating to
the Systems (taken as a whole), and no event has occurred or exists which
permits, or, after the giving of notice or the lapse of time or both would
permit, the revocation or termination of any Franchise Agreement, except for
such events that would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

(c) Schedule 3.12 lists each Franchise Agreement
for which a Spacelink Group Entity has received notice from, or has been
advised by, the relevant Governmental Authority that such Governmental
Authority is taking, or threatening to take, action to terminate or otherwise
revoke such Franchise Agreement.

(d) Schedule 3.12 contains a complete list and
brief description of all FCC Licenses granted to each Spacelink Group Entity
and in effect as of the date hereof, and all applications by a Spacelink Group
Entity for an FCC License now pending, other than the following types of
licenses: (i) business and other two-way radio licenses that are used in
connection with the operation of the businesses conducted by the Spacelink
Group and are not held for resale or to provide services to third parties and
(ii) microwave licenses and earth station registrations which authorize the
reception or transmission of signals in connection with the operation of the
Systems.

3.13 Litigation. (a) Except as listed and described in
Schedule 3.13 there are no claims, actions, suits, proceedings or, to the
knowledge of Spacelink, investigations pending by or against any Spacelink
Group Entity or any of their respective businesses, properties, assets or any
of the capital stock of any Spacelink Group Entity at law or in equity, before
or by any Governmental Authority, which would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. To the knowledge
of Spacelink, no such claim, action, suit, proceeding or investigation is
threatened.

(b) Except as described in Schedule 3.13, as of
the date hereof there is no claim, action, suit, proceeding or, to the
knowledge of Spacelink, investigation pending (or to the knowledge of Spacelink
threatened) against, or affecting, any Spacelink Group Entity or any of their
respective properties before or by any Governmental Authority which in any
manner challenges or seeks to prevent, enjoin, alter or materially delay the
consummation of this Agreement or the Jones Intercable Transaction.

3.14 Material Contracts. (a) Except as disclosed in
Schedule 3.14 or in any SEC Document filed with the SEC between December 31,
1992 and the date hereof (including documents incorporated by reference
therein), as of the date hereof none of the Spacelink Group Entities is a party
to or bound by:

(i) any partnership, joint venture or
other similar agreement or arrangement material to the
Spacelink Group Entities, taken as a whole;

-17-
<PAGE> 25
(ii) any agreement relating to the
acquisition or disposition of any business (whether by merger,
sale of stock, sale of assets or otherwise), except for
agreements relating to the acquisition or disposition of cable
television systems for a purchase price less than $5,000,000
in any one case or $25,000,000 in the aggregate;

(iii) any agreement relating to
indebtedness for borrowed money or the deferred purchase price
of property (in either case, whether incurred, assumed,
guaranteed or secured by any asset), except for the Loan
Agreements and any other agreements with an aggregate
outstanding principal amount not exceeding $10,000,000;

(iv) any agreement that limits the
freedom of any Spacelink Group Entity to compete in any line
of business or with any Person or in any area or which would
so limit the freedom of any Spacelink Group Entity after the
Closing Date other than (A) reasonable and customary
agreements not to compete in the cable television, SMATV or
similar business for a period of not greater than five years
entered into in connection with the sale or other disposition
of such businesses and (B) provisions in Franchise Agreements
that restrict Spacelink Group Entities from providing services
to customers in the franchise area; or

(v) any other agreement, commitment,
arrangement or plan not made in the ordinary course of
business that is material to the Spacelink Group, taken as a
whole and that has not been disclosed in a Schedule to this
Agreement.

(b) Each agreement, commitment, arrangement or
plan required to be disclosed in Schedule 3.12 or 3.14 to this Agreement (i) is
a valid and binding agreement in all material respects of the relevant
Spacelink Group Entity and, to the knowledge of Spacelink, the other parties
thereto and (ii) is in full force and effect. Except as described in Schedule
3.14, neither the relevant Spacelink Group Entity nor, to the knowledge of
Spacelink, any other party thereto is in default or breach in any respect under
the terms of any such agreement, commitment, arrangement or plan required to be
disclosed in Schedule 3.14, other than defaults or breaches which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

3.15 Insurance Coverage. Spacelink has furnished to
Intercable a list of all insurance policies and fidelity bonds relating to the
assets, business, operations, employees, officers or directors of the Spacelink
Group Entities. There is no material claim by any Spacelink Group Entity
pending under any of such policies or bonds as to which coverage has been
questioned, denied or disputed by the underwriters of such policies or bonds.
All premiums payable under all such policies and bonds have been paid timely
and the Spacelink Group Entities have otherwise complied in all material
respects with the terms and conditions of all such policies and bonds. Such
policies and bonds are of the type and in amounts

-18-
<PAGE> 26
customarily carried by Persons conducting businesses similar to those of the
Spacelink Group Entities.

3.16 Compliance with Laws and Court Orders; No Defaults.
(a) None of the Spacelink Group Entities is in violation of, and has since May
31, 1991, violated, any applicable law, rule, regulation, judgment, injunction,
order or decree except for violations that have not had and would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

(b) Except as disclosed pursuant to Section 3.12,
none of the Spacelink Group Entities is in default under, and no condition
exists that with notice or lapse of time or both would constitute a default
under, any agreement or other instrument binding upon any Spacelink Group
Entity or any license, franchise, permit or similar authorization held by any
Spacelink Group Entity, which defaults or potential defaults would reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

3.17 Environmental Matters. (a) Except as disclosed on
Schedule 3.17, there are no Environmental Liabilities which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Except as disclosed in Schedule 3.17, there
has been no Phase I or Phase II environmental site audit or assessment
conducted of which Spacelink has knowledge in relation to the current or prior
business of any Spacelink Group Entity or any property or facility now or
previously owned or leased by any Spacelink Group Entity which has not been
delivered to Intercable at least five days prior to the date hereof.

(c) None of the Spacelink Group Entities owns or
leases or has owned or leased any property, or conducts or has conducted any
operations, in Connecticut or New Jersey.

(d) For purposes of this Section 3.17,
"Environmental Liabilities" means any and all liabilities of or relating to any
Spacelink Group Entity, whether vested or unvested, contingent or fixed, actual
or potential, known or unknown, which (i) arise under or relate to matters
covered by Environmental Laws and (ii) relate to actions occurring or
conditions existing on or prior to the Closing Date.

3.18 Intellectual Property. Each Spacelink Group Entity
owns or possesses adequate licenses or other rights to use all Intellectual
Property Rights necessary to conduct the business now operated by it. Except
as disclosed in Schedule 3.18, Spacelink has no knowledge of any infringement
by any Spacelink Group Entity of, or conflict by any Spacelink Group Entity
with, any Intellectual Property Rights of others which is likely to be
sustained and, if such infringement or conflict were sustained, would
reasonably be expected to have a Material Adverse Effect.

3.19 Taxes. Except as set forth in the Balance Sheet,
Schedule 3.19 hereto, or as would not, individually or in the aggregate,
reasonably be expected to have a Material

-19-
<PAGE> 27
Adverse Effect (a) the Spacelink Group Entities have filed, been included in or
sent, and will, prior to the Closing Date, file, be included in or send all
material returns, declarations and reports and information returns and
statements required to be filed or sent by or relating to any of them prior to
the Closing Date relating to any Taxes with respect to any income, properties
or operations of any and all of the Spacelink Group Entities prior to the
Closing Date (collectively, the "Spacelink Returns"); (b) as of the time of
filing, the Returns correctly reflected (and, as to any Returns not filed as of
the date hereof, will correctly reflect) in all material respects the facts
regarding the income, business, assets, operations, activities and status of
the Spacelink Group Entities and any other information required to be shown
therein; (c) the Spacelink Group Entities have timely paid or made provision
for all Taxes that have been shown as due and payable on the Returns that have
been filed; (d) the Spacelink Group Entities have made or will make provisions
for all Taxes payable for any periods that end on or before the Closing Date
for which no Returns have yet been filed and for any periods that begin before
the Closing Date and end after the Closing Date to the extent such Taxes are
attributable to the portions of any such period ending at the Closing Date; (e)
the charges, accruals and reserves for taxes reflected on the books of the
Spacelink Group Entities are adequate to cover the Tax liabilities that have
accrued or are payable by the Spacelink Group Entities; (f) none of the
Spacelink Group Entities is delinquent in the payment of any material Taxes;
(g) no deficiency for any material Taxes has been proposed, asserted or
assessed in writing against any of the Spacelink Group Entities (or any member
of any affiliated or combined group of which any of the Spacelink Group
Entities is or has been a member for which any of the Spacelink Group Entities
could be liable); and (h) none of the Spacelink Group Entities is or has been a
party to any tax sharing agreement with any corporation which, as of the
Closing Date, is not a member of the affiliated group of which Spacelink is a
member.

3.20 Transactions with Affiliates. (a) Except as
disclosed on Schedule 3.20 or in the SEC Documents filed with the SEC prior to
the date hereof, no Spacelink Group Entity is, or since May 31, 1991, has been,
a party to a material agreement or transaction with any of its Affiliates
(other than Intercable Group Entities and other Spacelink Group Entities).

(b) Except as disclosed on Schedule 3.20 or
pursuant to transactions disclosed in the Current SEC Filings:

(i) no officer or director of any
Spacelink Group Entity (other than the Cable Partnerships) is
employed by, or renders or supplies services to, any JI Group
Entity (A) for which the JI Group Entities since May 31, 1992
paid, or are reasonably expected to pay, more than $20,000 per
year or (B) on terms which do not require such JI Group Entity
to pay fair market value for such services, and

(ii) no officer or director of any JI
Group Entity is employed by, or renders or supplies services
to, any Spacelink Group Entity (other than the Cable
Partnerships) (A) for which the Spacelink Group Entities since
May 31, 1992 paid, or are reasonably expected to pay, more
than $20,000 per year or (B) on terms which do not require
such Spacelink Group Entity to pay fair market value for such
services.

-20-
<PAGE> 28
(c) Schedule 3.20 lists all property or assets
(whether real or personal, tangible or intangible) that are owned, leased or
licensed by a JI Group Entity and are necessary for use in connection with the
businesses conducted by any of the Spacelink Group Entities.

(d) Except as set forth in Schedule 3.20 or in
the SEC Documents filed with the SEC prior to the date hereof, to the knowledge
of Spacelink, none of the officers or directors of any Spacelink Group Entity,
or their relatives, owns directly or indirectly, individually or collectively,
a material interest in any Person which is a material customer or supplier of
(or has any existing contractual relationship with) any Spacelink Group Entity
or owns any property used in the business of any Spacelink Group Entity.

3.21 Directors and Officers. Schedule 3.21 identifies all
directors and officers of Spacelink at the date hereof. None of such officers
has indicated to an officer of Spacelink that he or she intends to resign or
retire within one year after the Closing Date as a result of the consummation
of this Agreement or the Jones Intercable Transaction or the exercise of the
Control Option.

3.22 Employee Benefit Plans. (a) Schedule 3.22(a)
identifies each Employee Plan. Spacelink has furnished to Intercable copies of
the Employee Plans (and, if applicable, related trust agreements) and all
amendments thereto and written interpretations thereof.

(b) No Employee Plan is a Multiemployer Plan,
Title IV Plan or "defined benefit plan" as defined in Section 3(35) of ERISA.

(c) No "prohibited transaction," as defined in
Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to
any Employee Plan or any other employee benefit plan or arrangement maintained
by Spacelink Group Entity or any of their respective ERISA Affiliates which is
covered by Title I of ERISA, excluding transactions effected pursuant to a
statutory or administrative exemption and excluding transactions that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. No Spacelink Group Entity nor any of their respective ERISA
Affiliates has incurred, or reasonably expects to incur prior to the Closing
Date, any material liability under Title IV of ERISA arising in connection with
the termination of, or a complete or partial withdrawal from, any plan covered
or previously covered by Title IV of ERISA.

-21-
<PAGE> 29
(e) Schedule 3.22(e) identifies each material
Benefit Arrangement. Spacelink has furnished to Intercable copies or
descriptions of each such Benefit Arrangement. Each such Benefit Arrangement
has been maintained in substantial compliance with its terms and with the
requirements prescribed by any and all applicable statutes, orders, rules and
regulations, except for such noncompliance that would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

(f) The Expected Postretirement Benefit
Obligation (as defined in Statement of Financial Accounting Standards No. 106)
in respect of active, retired and former employees of the Spacelink Group
Entities does not in the aggregate exceed $1,000,000 and, except as set forth
on Schedule 3.22(f), no condition exists that would prevent the Spacelink Group
Entities from amending or terminating any plan providing health, medical or
life insurance benefits in respect of any such active, retired or former
employee.

(g) Except as set forth in Schedule 3.22(g),
there is no contract, agreement, plan or arrangement covering any employee or
former employee of any Spacelink Group Entity that, individually or
collectively, could give rise to the payment of any amount that would not be
deductible pursuant to the terms of Section 280G of the Code.

(h) Except as set forth on Schedule 3.22(h), no
current or former director, officer or employee of any Spacelink Group Entity
will become entitled to any bonus, retirement, severance, job security or
similar benefit from the Spacelink Group Entities, or any enhancement of any
such benefit, solely as a result of the consummation of this Agreement or the
Jones Intercable Transaction. Without limiting the generality of the
foregoing, the consummation of the transaction contemplated hereby will not
constitute a "Change of Control" for purposes of the Jones Spacelink, Ltd. 1992
Stock Option Plan.

(i) For purposes of this Section 3.22, the
following terms have the following meanings:

"Benefit Arrangement" means any employment, severance
or similar contract, arrangement or policy, or any other contract, plan, policy
or arrangement whether or not written) providing for severance benefits,
insurance coverage (including any self-insured arrangements), workers'
compensation, disability benefits, supplemental unemployment benefits, vacation
benefits, retirement benefits, deferred compensation, profit-sharing, bonuses,
stock options, stock appreciation rights or other forms of incentive
compensation or post-retirement insurance, compensation or benefits that (i) is
not an Employee Plan, (ii) is entered into or maintained, as the case may be,
by any of the Spacelink Group Entities or their respective Affiliates and (iii)
covers any employee or former employee of any Spacelink Group Entity.

"Employee Plan" means any "employee benefit plan", as
defined in Section 3(3) of ERISA, that (i) is subject to any provision of
ERISA, (ii) is maintained, administered or contributed to by any of the
Spacelink Group Entities or their respective Affiliates and (iii) covers any
employee or former employee of any Spacelink Group Entity.

-22-
<PAGE> 30
3.23 Finders' Fees. Except as disclosed in Schedule 3.23,
there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of any Spacelink Group
Entity who might be entitled to any fee or commission from any Intercable Group
Entity in connection with the transactions contemplated by this Agreement.

3.24 Representations. The representations and warranties
of Spacelink contained in this Agreement, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse Effect
are true and correct with only such exceptions as would not in the aggregate
reasonably be expected to have a Material Adverse Effect.

3.25 Disclosure Documents. (a) The information supplied
or to be supplied by Spacelink specifically for use in the joint registration
statement/proxy statement to be filed by Intercable and Spacelink with the SEC
pursuant to Section 5.1 with respect to the meetings to be held to approve the
transactions contemplated hereby (the "Statement") will not contain, at the
time the Statement becomes effective, at the time the Statement, or any
amendment or supplement thereto, is first mailed to shareholders of Spacelink
and Intercable and at the time such shareholders vote on the matters covered
thereby, any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
contained therein, in light of the circumstances under which they are made, not
misleading. Each document required to be filed by Spacelink with the SEC in
connection with this Agreement, including, without limitation, the Statement,
and any amendments or supplements thereto will, when filed, comply as to form
in all material respects with the applicable requirements of the Exchange Act.

(b) The representations and warranties contained
in subsection (a) above shall not apply to statements or omissions included in
the Statement based on information furnished to Spacelink by or on behalf of
Intercable specifically for use therein.

(c) Each of Spacelink's financial statements
(including, in each case, any notes thereto) contained in the Statement will
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated (except as may
be indicated in the notes thereto) and will fairly present, in all material
respects, the consolidated financial position, results of operations and
changes in financial position of the Spacelink Group Entities as at the dates
thereof and for the periods indicated therein.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF INTERCABLE

Intercable hereby represents and warrants to Spacelink that:

4.1 Corporate Existence and Power. Intercable is a
corporation duly incorporated, validly existing and in good standing under the
laws of Colorado and has all

-23-
<PAGE> 31
corporate powers and all governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted,
except for those licenses, authorizations, permits, consents and approvals the
absence of which would not, individually or in the aggregate, have a Material
Adverse Effect. Intercable is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not, individually or in the aggregate, have a Material
Adverse Effect. Intercable has heretofore delivered to Spacelink true and
complete copies of its articles of incorporation and bylaws as currently in
effect.

4.2 Corporate Authorization; Minute Books. (a) The
execution, delivery and, subject to approval of the Intercable Proposals by the
shareholders of Intercable, performance by Intercable of this Agreement is
within its corporate powers and has been duly authorized by all necessary
corporate action on the part of Intercable. This Agreement constitutes a valid
and binding agreement of Intercable.

(b) Intercable has made available to Spacelink
true and correct copies of all minutes of meetings and action by consent of (i)
the board of directors of Intercable Group Entities, and any committees thereof
and (ii) shareholders or partners of Intercable Group Entities. All actions
taken by Intercable requiring action by its board of directors or shareholders
have been duly authorized or ratified by all necessary corporate action, and
are evidenced in such minutes and consents.

(c) The Intercable Board of Directors, acting in
accordance with the unanimous recommendation of a special committee of the
board of directors, has unanimously (i) determined that the transaction
contemplated hereby is fair to, and in the best interest of, Intercable and
(ii) resolved to recommend the Intercable Proposals to the shareholders of
Intercable. Intercable further represents that Salomon Brothers Inc and
Dillon, Reed & Co. Inc. have delivered to the Board of Directors their written
opinion that the number of shares to be issued by Intercable to Spacelink
pursuant to the transaction contemplated hereby is fair to Intercable from a
financial point of view. Intercable has been advised that all of its directors
who are shareholders of Intercable intend to vote in favor of the Intercable
Proposals.

4.3 Governmental Authorization. Assuming the accuracy of
Spacelink's representations and warranties contained in Section 3.3 hereof, the
execution, delivery and performance by Intercable of this Agreement and the
consummation of the transaction contemplated hereby require no action of any
Intercable Group Entity by or in respect of, or filing by any Intercable Group
Entity with, any Governmental Authority, organized within the United States of
America, England or Spain other than (i) the actions and filings listed on
Schedule 4.3 and (ii) any such action or filing as to which the failure to make
or obtain would not, individually or in the aggregate, have a Material Adverse
Effect.

4.4 Non-Contravention. The execution, delivery and
performance by Intercable of this Agreement and the consummation of the
transaction contemplated hereby do not:

-24-
<PAGE> 32
(i) violate (x) the articles of
incorporation or by-laws of Intercable, or (y) the articles of
incorporation or by-laws, partnership agreement or other
organizational document (as applicable) of any other
Intercable Group Entity,

(ii) assuming compliance with the matters
referred to in Section 4.3 and the accuracy of Spacelink's
representations and warranties contained in Section 3.3,
violate any applicable law, rule, regulation, judgment,
injunction, order or decree, binding on any Intercable Group
Entity,

(iii) except as set forth in Schedule 4.4
and assuming compliance with the matters referred to in
Section 4.3 hereof, require any consent or other action by any
Person under, constitute a default under, or give rise to any
right of termination, cancellation or acceleration of any
right or obligation of any Intercable Group Entity or cause a
loss of any benefit to which such Intercable Group Entity is
entitled under, any agreement or other instrument binding upon
such Intercable Group Entity or any Franchise Agreement,
license, permit or other similar authorization held by any
Intercable Group Entity, or

(iv) result in the creation or imposition
of any Lien on any asset of any Intercable Group Entity.

except, in the case of clauses (ii), (iii) and (iv), to the extent that any
such violation, failure to obtain any such consent or other action, default,
right, loss or Lien would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

4.5 Capitalization. (a) At the date hereof:

(i) Intercable's authorized capital
stock consists of (A) 5,550,000 shares of Intercable Common
Stock, of which 5,498,539 shares are issued and 4,913,021
shares are outstanding and (B) 30,000,000 shares of Intercable
Class A Common Stock, of which 16,062,502 shares are issued
and 14,817,088 shares are outstanding,

(ii) there is outstanding $19,468,000
principal amount of 7.5% Convertible Debentures due June 1,
2007 of Intercable, which are convertible into 1,289,272
shares of Intercable Class A Common Stock,

(iii) Intercable holds (a) 585,518 shares
of Intercable Common Stock, and (b) 1,245,414 shares of
Intercable Class A Common Stock in its treasury, and

(iv) there are outstanding stock options
to purchase an aggregate of 200,000 shares of Intercable
Common Stock and 798,665 shares of Intercable Class A Common
Stock, and Schedule 4.5 hereto lists the grantees of such
options, together with the date of grant and the exercise
price.

-25-
<PAGE> 33
(b) Except as set forth in paragraph (a) of this
Section 4.5, there are not outstanding as of the date hereof (i) shares of
stock or other voting securities of Intercable, (ii) securities of Intercable
convertible into or exchangeable for shares of stock or voting securities of
Intercable or (iii) except as contemplated by the Jones Intercable Transaction,
options or other rights to acquire from Intercable, or other obligation of
Intercable to issue, any stock, voting securities or securities convertible
into or exchangeable for stock or voting securities of Intercable (the items in
clauses (i), (ii) and (iii) being referred to collectively as the "Intercable
Outstanding Securities"). There are no outstanding obligations of Intercable
to repurchase, redeem or otherwise acquire any Intercable Outstanding
Securities, except in accordance with the terms thereof.

(c) All outstanding shares of stock of Intercable
have been and, at or prior to the Closing, will be, duly authorized and validly
issued, fully paid and non-assessable and have been (or will have been)
offered, issued, sold and delivered by Intercable in compliance with applicable
federal and state securities laws.

(d) To Intercable's knowledge, there are no
voting trusts, shareholder agreements or any other agreements or understandings
with respect to the voting of any Intercable Common Stock or Intercable Class A
Common Stock other than those created by the articles of incorporation and
by-laws of Intercable and as contemplated by the Jones Intercable Transaction.

4.6 Subsidiaries. (a) All Subsidiaries of Intercable and
their respective jurisdictions of incorporation or organization (as applicable)
are identified on Schedule 4.6. Schedule 4.6 also lists any investments in
excess of $5,000,000 at the date hereof of any Intercable Group Entity in
Persons that are not Subsidiaries of Intercable. Each Subsidiary of Intercable
is either a corporation, a general partnership or a limited partnership.

(b) Each Subsidiary of Intercable identified as a
corporation on Schedule 4.6 is duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation. Each Subsidiary
of Intercable identified as a partnership on Schedule 4.6 is a partnership duly
organized and validly existing as a partnership under the laws of its
jurisdiction of organization. Each such Subsidiary has all corporate or
partnership powers, as the case may be, and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those licenses, authorizations, permits,
consents and approvals the absence of which would not, individually or in the
aggregate, have a Material Adverse Effect. Each Subsidiary of Intercable is
duly qualified to do business as a foreign corporation or partnership and is in
good standing in each jurisdiction where such qualification is necessary,
except for those jurisdictions where failure to be so qualified would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

(c) Except as disclosed in Schedule 4.6 or
pursuant to Liens granted to secure obligations under the Loan Agreements, all
of the outstanding capital stock of, or other voting securities or ownership
interests in, each Subsidiary of Intercable is owned by

-26-
<PAGE> 34
Intercable, directly or indirectly, free and clear of any Lien and free of any
other limitation or restriction (including any restriction on the right to
vote, sell or otherwise dispose of such capital stock or other voting
securities or ownership interests, but excluding restrictions in the
partnership agreements of the Cable Partnerships), other than limitations and
restrictions arising under applicable securities laws and regulations. There
are no outstanding (i) securities of any Subsidiary of Intercable convertible
into or exchangeable for shares of stock or other voting securities or
ownership interests in any Intercable Group Entity or (ii) options or other
rights to acquire from any Subsidiary of Intercable, or other obligation of any
such Subsidiary to issue, any capital stock or other voting securities or
ownership interests in, or any securities convertible into or exchangeable for
any capital stock or other voting securities or ownership interests in, any
Intercable Group Entity (the items in clauses (i) and (ii) being referred to
collectively as the "Intercable Subsidiary Securities"). There are no
outstanding obligations of any Subsidiary of Intercable to repurchase, redeem
or otherwise acquire any outstanding Intercable Subsidiary Securities.

4.7 SEC Documents. (a) Intercable has delivered to
Spacelink all reports, statements, schedules and registration statements filed
with the SEC by each Intercable SEC Reporting Entity since May 31, 1991,
including (i) the annual reports on Form 10-K of each Intercable SEC Reporting
Entity for the fiscal years ended after May 31, 1991, (ii) the quarterly
reports on Form 10-Q of each Intercable SEC Reporting Entity for the fiscal
quarters ended after the end of the most recent fiscal year of such Intercable
SEC Reporting Entity and (iii) the proxy or information statements relating to
meetings of, or actions taken without a meeting by, the shareholders or
partners of each Intercable SEC Reporting Entity held since May 31, 1991.

(b) Since May 31, 1991, each Intercable SEC
Reporting Entity has duly filed with the SEC all registration statements,
reports and proxy statements required to be filed by it under the Securities
Act and the Exchange Act (the "Intercable SEC Documents"), and each such
registration statement, when it became effective, and each such report or proxy
statement, when it was filed, as the case may be, complied in all material
respects with the Securities Act or the Exchange Act, as the case may be.

(c) Each such registration statement, as amended
or supplemented, if applicable, filed pursuant to the Securities Act as of the
date such statement or amendment became effective did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, not misleading. As
of its filing date, each such report or proxy statement filed pursuant to the
Exchange Act did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.

4.8 Financial Statements. (a) The audited and unaudited
interim consolidated financial statements of Intercable included in the
Intercable SEC Documents fairly present, in all material respects and in
conformity with generally accepted accounting principles (except as permitted
by Form 10-Q) applied on a consistent basis (except as may be indicated in the
notes thereto) the consolidated financial position of Intercable and its
respective consolidated subsidiaries as at the date thereof and the
consolidated results of operations, stockholders' equity

-27-
<PAGE> 35
and cash flows for the periods then ended (subject to normal year end audit
adjustments in the case of unaudited interim financial statements).

(b) The audited and unaudited interim financial
statements of each Intercable SEC Reporting Entity other than Intercable
included in the Intercable SEC Documents fairly present, in all material
respects and in conformity with generally accepted accounting principles
(except as permitted by Form 10-Q) applied on a consistent basis (except as may
be indicated in the notes thereto) the financial position of such Intercable
SEC Reporting Entity as at the date thereof and the statements of operations,
partners' capital (or stockholders' equity) and cash flows for the periods then
ended (subject to normal year end audit adjustments in the case of unaudited
interim financial statements).

4.9 No Undisclosed Material Liabilities. There are no
liabilities of any Intercable Group Entity of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, which
would reasonably be expected to result in such a liability, other than:

(a) liabilities provided for in the Intercable
Balance Sheet or disclosed in the notes thereto;

(b) liabilities disclosed in the Current
Intercable SEC Filings or in Schedule 4.13; and

(c) other undisclosed liabilities which,
individually or in the aggregate, would not reasonably be expected to be
material to the Intercable Group, taken as a whole.

4.10 Absence of Certain Changes. Except as disclosed in
Schedule 4.10 or the Intercable SEC Documents filed with the SEC prior to the
date hereof, since the Intercable Balance Sheet Date the business of the
Intercable Group Entities has been conducted in the ordinary course consistent
with past practices and there has not been:

(i) any event, occurrence, development
or state of circumstances or facts which has had or would
reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect;

(ii) any declaration, setting aside or
payment of any dividend or other distribution with respect to
any shares of capital stock of Intercable, or any repurchase,
redemption or other acquisition by any Intercable Group Entity
of any outstanding shares of capital stock or other securities
of, or other ownership interest in, Intercable;

(iii) any amendment of any term of any
outstanding equity security of Intercable, or any debt
security material to the Intercable Group Entities, taken as a
whole, but excluding debt issued pursuant to the Intercable
Loan Agreements and capitalized leases;

-28-
<PAGE> 36
(iv) prior to the date hereof, any
incurrence, assumption or guarantee by Intercable (or any
Subsidiary of Intercable that is not a Cable Partnership of
Intercable) of any indebtedness for borrowed money exceeding
$10,000,000 in the aggregate for all Intercable Group Entities
(other than the Cable Partnerships of Intercable);

(v) prior to the date hereof, any
incurrence, assumption or guarantee by any Cable Partnership
of Intercable of any indebtedness for borrowed money
(excluding borrowings to refinance outstanding debt) exceeding
$50,000,000 in the aggregate for all Cable Partnerships of
Intercable;

(vi) prior to the date hereof, any making
by any Intercable Group Entity of any loan, advance or capital
contributions to or other investment in any Person other than
(A) loans, advances or capital contributions to or investments
in other Intercable Group Entities or (B) loans, advances,
capital contributions to or investments in other Persons that
are not JI Group Entities in an aggregate amount not exceeding
$5,000,000;

(vii) any damage, destruction or other
casualty loss not covered by insurance affecting the business
or assets of any Intercable Group Entity which has had or
would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; or

(viii) any material change in any method of
accounting or accounting practice by any Intercable Group
Entity except as required by generally accepted accounting
principles.

4.11 Properties. Except as described in Schedule 4.11,
each Intercable Group Entity possesses all assets (whether real or personal,
tangible or intangible) and rights necessary to enable it to carry on its
business as currently conducted.

4.12 Franchises. (a) Schedule 4.12 lists all Systems of
the Intercable Group Entities as of the date hereof and specifies for each such
System (i) the name of the Intercable Group Entity that owns or operates such
System, (ii) the material Franchise Agreements (other than FCC Licenses)
relating to such System, (iii) the approximate date on which each such
Franchise Agreement expires, (iv) the approximate number of Subscribers
serviced by such System on February 28, 1994, and (v) the approximate number of
homes passed by such System on February 28, 1994.

-29-
<PAGE> 37
disclosed in writing to Spacelink, the Intercable Group Entities are in
compliance in all material respects with all material terms and conditions of
all material Franchise Agreements relating to the Systems (taken as a whole),
and no event has occurred or exists which permits, or, after the giving of
notice or the lapse of time or both would permit, the revocation or termination
of any Franchise Agreement, except for such events that would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Schedule 4.12 lists each Franchise Agreement
for which an Intercable Group Entity has received notice from, or has been
advised by, the relevant Governmental Authority that such Governmental
Authority is taking, or threatening to take, action to terminate or otherwise
revoke such Franchise Agreement.

(d) Schedule 4.12 contains a complete list and
brief description of all FCC Licenses granted to each Intercable Group Entity
and in effect as of the date hereof, and all applications by an Intercable
Group Entity for an FCC License now pending, other than the following types of
licenses: (i) business and other two-way radio licenses that are used in
connection with the operation of the businesses conducted by the Intercable
Group and are not held for resale or to provide services to third parties and
(ii) microwave licenses and earth station registrations which authorize the
reception or transmission of signals in connection with the operation of the
Systems.

4.13 Litigation. (a) Except as listed and described in
Schedule 4.13 or the Current Intercable SEC Filings, there are no claims,
actions, suits, proceedings or, to the knowledge of Intercable, investigations
pending by or against any Intercable Group Entity or any of their respective
businesses, properties, assets or any of the capital stock of any Intercable
Group Entity at law or in equity, before or by any Governmental Authority,
which would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. To the knowledge of Intercable, no such claim,
action, suit, proceeding or investigation is threatened.

(b) Except as described in Schedule 4.13, as of
the date hereof there is no claim, action, suit, proceeding or, to the
knowledge of Intercable, investigation pending (or, to the knowledge of
Intercable, threatened) against, or affecting, any Intercable Group Entity or
any of their respective properties before or by any Governmental Authority
which in any manner challenges or seeks to prevent, enjoin, alter or materially
delay the consummation of this Agreement, or the Jones Intercable Transaction.

4.14 Material Contracts. (a) Except as contemplated by
the Jones Intercable Transaction or as disclosed in Schedule 4.14 or in any
Intercable SEC Document filed with the SEC between December 31, 1992 and the
date hereof (including documents incorporated by reference therein), as of the
date hereof none of the Intercable Group Entities is a party to or bound by:

(i) any partnership, joint venture or
other similar agreement or arrangement material to the
Intercable Group Entities, taken as a whole;

-30-
<PAGE> 38
(ii) any agreement relating to the
acquisition or disposition of any business (whether by merger,
sale of stock, sale of assets or otherwise), except for
agreements relating to the acquisition or disposition of cable
television systems for a purchase price less than $5,000,000
in any one case or $25,000,000 in the aggregate;

(iii) any agreement relating to
indebtedness for borrowed money or the deferred purchase price
of property (in either case, whether incurred, assumed,
guaranteed or secured by any asset), except for the Intercable
Loan Agreements and any other agreements with an aggregate
outstanding principal amount not exceeding $10,000,000;

(iv) any agreement that limits the
freedom of any Intercable Group Entity to compete in any line
of business or with any Person or in any area or which would
so limit the freedom of any Intercable Group Entity after the
Closing Date other than (A) reasonable and customary
agreements not to compete in the cable television, SMATV or
similar business for a period of not greater than five years
entered into in connection with the sale or other disposition
of such businesses and (B) the provisions of Franchise
Agreements that restrict Intercable Group Entities from
providing certain services to customers in the franchise area;
or

(v) any other agreement, commitment,
arrangement or plan not made in the ordinary course of
business that is material to the Intercable Group, taken as a
whole and that has not been disclosed in a Schedules to this
Agreement.

(b) Each agreement, commitment, arrangement or
plan required to be disclosed in Schedule 4.12 or 4.14 to this Agreement (i) is
a valid and binding agreement in all material respects of the relevant
Intercable Group Entity and, to the knowledge of Intercable, the other parties
thereto and (ii) is in full force and effect. Except as disclosed in Schedule
4.14, neither the relevant Intercable Group Entity nor, to the knowledge of
Intercable, any other party thereto is in default or breach in any respect
under the terms of any such agreement, commitment, arrangement or plan required
to be disclosed on Schedule 4.14, other than defaults or breaches which would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

4.15 Insurance Coverage. Intercable has furnished to
Spacelink a list of all of its insurance policies and fidelity bonds relating
to the assets, business, operations, employees, officers and directors of the
Intercable Group Entities. There is no material claim by any Intercable Group
Entity pending under any of such policies or bonds as to which coverage has
been questioned, denied or disputed by the underwriters of such policies or
bonds. All premiums payable under all such policies and bonds have been paid
timely and the Intercable Group Entities have otherwise complied in all
material respects with the terms and conditions of all such policies and bonds.
Such policies and bonds are of the type and in amounts

-31-
<PAGE> 39
customarily carried by Persons conducting businesses similar to those of the
Intercable Group Entities.

4.16 Compliance with Laws and Court Orders; No Defaults.
(a) None of the Intercable Group Entities is in violation of, and has since May
31, 1991, violated, any applicable law, rule, regulation, judgment, injunction,
order or decree except for violations that have not had and would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

(b) Except as disclosed pursuant to Section 4.12,
none of the Intercable Group Entities is in default under, and no condition
exists that with notice or lapse of time or both would constitute a default
under, any agreement or other instrument binding upon any Intercable Group
Entity or any license, franchise, permit or similar authorization held by any
Intercable Group Entity, which defaults or potential defaults would reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

4.17 Environmental Matters. (a) Except as disclosed on
Schedule 4.17, there are no Environmental Liabilities which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect;
and

(b) Except as disclosed on Schedule 4.17, there
has been no Phase I or Phase II environmental site audit or assessment
conducted of which Intercable has knowledge in relation to the current or prior
business of any Intercable Group Entity or any property or facility now or
previously owned or leased by any Intercable Group Entity which has not been
delivered to Spacelink at least five days prior to the date hereof;

(c) Except as disclosed in Schedule 4.17, none of
the Intercable Group Entities owns or leases or and has owned or leased any
property, or conducts or has conducted any operations, in Connecticut or New
Jersey.

(d) For purposes of this Section 4.17,
"Environmental Liabilities" means any and all liabilities of or relating to any
Intercable Group Entity, whether vested or unvested, contingent or fixed,
actual or potential, known or unknown, which (i) arise under or relate to
matters covered by Environmental Laws and (ii) relate to actions occurring or
conditions existing on or prior to the Closing Date.

4.18 Intellectual Property. Each Intercable Group Entity
owns or possesses adequate licenses or other rights to use all Intellectual
Property Rights necessary to conduct the business now operated by it. Except
as disclosed in Schedule 4.18, Intercable has no knowledge of any infringement
by any Intercable Group Entity of, or conflict by any Intercable Group Entity
with, any Intellectual Property Rights of others which is likely to be
sustained and, if such infringement or conflict were sustained, would
reasonably be expected to have a Material Adverse Effect.

4.19 Taxes. Except as set forth in the Intercable Balance
Sheet, Schedule 4.19, or as would not, individually or in the aggregate,
reasonably be expected to have

-32-
<PAGE> 40
a Material Adverse Effect, (a) the Intercable Group Entities have filed, been
included in or sent, and will, prior to the Closing Date, file, be included in
or send all returns, declarations and reports and information returns and
statements required to be filed or sent by or relating to any of them prior to
the Closing Date relating to any Taxes with respect to any income, properties
or operations of Intercable or any of its Subsidiaries prior to the Closing
Date (collectively, the "Intercable Returns"), (b) as of the time of filing,
the Intercable Returns correctly reflected (and, as to any Intercable Returns
not filed as of the date hereof, will correctly reflect) in all material
respects the facts regarding the income, business, assets, operations,
activities and status of the Intercable Group Entities and any other
information required to be shown therein, (c) the Intercable Group Entities
have timely paid or made provision for all Taxes that have been shown as due
and payable on the Intercable Returns that have been filed, (d) the Intercable
Group Entities have made or will make provision for all Taxes payable for any
periods that end on or before the Closing Date for which no Intercable Returns
have yet been filed and for any periods that begin before the Closing Date and
end after the Closing Date to the extent such Taxes are attributable to the
portion of any such period ending at the Closing Date, (e) the charges,
accruals and reserve for taxes reflected on the books of the Intercable Group
Entities are adequate to cover Tax liabilities that have accrued or are payable
by the Intercable Group Entities, (f) no Intercable Group Entity is delinquent
in the payment of any material Taxes, (g) no deficiency for any material Taxes
has been proposed, asserted or assessed in writing against any Intercable Group
Entity (or any member of any affiliated or combined group of which any of the
Intercable Group Entities is or has been a member for which any of the
Intercable Group Entities could be liable), and (h) no Intercable Group Entity
is or has been a party to any tax sharing agreement with any corporation which,
as of the Closing Date, is not a member of the affiliated group of which
Intercable is a member.

4.20 Transactions with Affiliates. (a) Except as
disclosed on Schedule 4.20 or in the Intercable SEC Documents filed with the
SEC prior to the date hereof, no Intercable Group Entity is, or since May 31,
1991 has been, a party to a material agreement or transaction with any of their
Affiliates (other than Spacelink Group Entities and other Intercable Group
Entities).

(b) Except as disclosed on Schedule 4.20 or
pursuant to transactions disclosed in the Current Intercable SEC Filings:

(i) no officer or director of any
Intercable Group Entity (other than Cable Partnerships) is
employed by, or renders or supplies services to, any JI Group
Entity (A) for which the JI Group Entities since May 31, 1992
paid, or are reasonably expected to pay, more than $20,000 per
year or (B) on terms which do not require such JI Group Entity
to pay fair market value for such services, and

(ii) no officer or director of any JI
Group Entity is employed by, or renders or supplies services
to, any Intercable Group Entity (A) for which the Intercable
Group Entities since May 31, 1992 paid, or are reasonably
expected to pay, more than $20,000 per year or (B) on terms
which do not require such Intercable Group Entity to pay fair
market value for such services.

-33-
<PAGE> 41
(c) Schedule 4.20 lists all property or assets
(whether real or personal, tangible or intangible) that are owned, leased or
licensed by a JI Group Entity and are necessary for use in connection with the
businesses conducted by any of the Intercable Group Entities.

(d) Except as set forth in Schedule 4.20 or in
the SEC Documents filed with the SEC prior to the date hereof to the knowledge
of Intercable, none of the officers or directors of any Intercable Group
Entity, or their relatives, owns directly or indirectly, individually or
collectively, a material interest in any Person which is a material customer or
supplier of (or has any existing contractual relationship with) any Intercable
Group Entity or owns any property used in the business of any Intercable Group
Entity.

4.21 Employees. Schedule 4.21 identifies all directors
and officers of Intercable at the date hereof. None of such directors or
officers has indicated to an officer of Intercable that he or she intends to
resign or retire within one year after the Closing Date as a result of the
consummation of this Agreement or the Jones Intercable Transaction.

4.22 Employee Benefit Plans. (a) Schedule 4.22 identifies
each Intercable Employee Plan. Intercable has furnished to Spacelink copies of
the Intercable Employee Plans (and, if applicable, related trust agreements)
and all amendments thereto and written interpretations thereof.

(b) No Intercable Employee Plan is a
Multiemployer Plan, Title IV Plan or "defined benefit plan" as defined in
Section 3(35) of ERISA.

(c) No "prohibited transaction," as defined in
Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to
any Intercable Employee Plan or any other employee benefit plan or arrangement
maintained by Intercable or any of its ERISA Affiliates which is covered by
Title I of ERISA, excluding transactions effected pursuant to a statutory or
administrative exemption and excluding transactions that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect. Intercable and its ERISA Affiliates have not incurred, or reasonably
expect to incur prior to the Closing Date, any material liability under Title
IV of ERISA arising in connection with the termination of, or a complete or
partial withdrawal from, any plan covered or previously covered by Title IV of
ERISA.

(d) Each Intercable Employee Plan that is
intended to be qualified under Section 401(a) of the Code is so qualified and
has been so qualified during the period from its adoption to date and each
trust created under any such Intercable Employee Plan is exempt from tax under
Section 501(a) of the Code and has been so exempt during the period from
creation to date. Intercable has provided Spacelink with the most recent
determination letter of the Internal Revenue Service relating to each such
Intercable Employee Plan. Except as described in Schedule 4.22(a), each
Intercable Employee Plan has been maintained in substantial compliance with its
terms and with the requirements prescribed by any and all applicable statutes,
orders, rules and regulations, including but not limited to ERISA and the Code.

-34-
<PAGE> 42
(e) Schedule 4.22(e) identifies each material
Intercable Benefit Arrangement. Intercable has furnished to Spacelink copies
or descriptions of each such Intercable Benefit Arrangement. Each such
Intercable Benefit Arrangement has been maintained in substantial compliance
with its terms and with the requirements prescribed by any and all applicable
statutes, orders, rules and regulations, except for such noncompliance that
would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

(f) The Expected Postretirement Benefit
Obligation in respect of active, retired and former employees of the Intercable
Group Entities does not in the aggregate exceed $1,000,000 and except as set
forth in Schedule 4.22(f), no condition exists that would prevent the
Intercable Group Entities from amending or terminating any plan providing
health, medical or life insurance benefits in respect of any such active,
retired or former employee.

(g) Except as set forth in Schedule 4.22(g),
there is no contract, agreement, plan or arrangement covering any employee or
former employee of any Intercable Group Entity that, individually or
collectively, could give rise to the payment of any material amount that would
not be deductible pursuant to the terms of Section 280G of the Code.

(h) Except as set forth on Schedule 4.20(h), and
except for bonuses not to exceed $1,000,000 in the aggregate, no current or
former director, officer or employee of any Intercable Group Entity will become
entitled to any bonus, retirement, severance, job security or similar benefit
from the Intercable Group Entities, or any enhancement of any such Benefit,
solely as a result of the consummation of this Agreement or the Jones
Intercable Transaction. Without limiting the generality of the foregoing,
neither the consummation of the transaction contemplated hereby or by the Jones
Intercable Transaction, will constitute a "Change of Control" for purposes of
the Jones Intercable, Inc. 1992 Stock Option Plan or otherwise result in the
acceleration of vesting of stock options under any stock option plan of
Intercable.

(i) For purposes of this Section 4.22, the
following terms have the following meanings:

"Intercable Benefit Arrangement" means any
employment, severance or similar contract, arrangement or policy, or any other
contract, plan, policy or arrangement (whether or not written) providing for
severance benefits, insurance coverage (including any self-insured
arrangements), workers' compensation, disability benefits, supplemental
unemployment benefits, vacation benefits, retirement benefits, deferred
compensation, profit-sharing, bonuses, stock options, stock appreciation rights
or other forms of incentive compensation or post-retirement insurance,
compensation or benefits that (i) is not an Intercable Employee Plan, (ii) is
entered into or maintained, as the case may be, by any of the Intercable Group
Entities or their respective Affiliates and (iii) covers any employee or former
employee of any Intercable Group Entity.

"Intercable Employee Plan" means any "employee
benefit plan", as defined in Section 3(3) of ERISA, that (i) is subject to any
provision of ERISA, (ii) is

-35-
<PAGE> 43
maintained, administered or contributed to by any of the Intercable Group
Entities or their respective Affiliates and (iii) covers any employee or former
employee of any Intercable Group Entity.

4.23 Finders' Fees. Except as disclosed in Schedule 4.23,
there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of any Intercable Group
Entity who might be entitled to any fee or commission from any Spacelink Group
Entity in connection with the transactions contemplated by this Agreement.

4.24 Representations. The representations and warranties
of Intercable contained in this Agreement, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse
Effect, are true and correct with only such exceptions as would not in the
aggregate reasonably be expected to have a Material Adverse Effect.

4.25 Disclosure Documents. (a) The information supplied
or to be supplied by Intercable specifically for use in the Statement shall not
contain, at the time the Statement becomes effective, and at the time the
Statement is first mailed to the shareholders of Intercable and Spacelink and
at the time such shareholders vote on the approval of the matters covered
thereby, any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading. Each document required to be filed by Intercable and Spacelink
with the SEC in connection with this Agreement, including, without limitation,
the Statement, and any amendments or supplements thereto will, when filed,
comply as to form in all material respects with the applicable requirements of
the Exchange Act.

(b) The representations and warranties contained
in subsection (a) above shall not apply to statements or omissions included in
the Statement based upon information furnished to Intercable by or on behalf of
Spacelink specifically for use therein.

(c) Each of the Intercable's financial statements
(including, in each case, any notes thereto) contained in the Statement will
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated (except as may
be indicated in the notes thereto) and will fairly present, in all material
respects, the consolidated financial position, results of operations and
changes in financial position of Intercable and its Subsidiaries as at the
dates thereof and for the periods indicated therein.

-36-
<PAGE> 44
ARTICLE 5

COVENANTS

5.1 Shareholder Meetings; Proxy Materials. (a)
Intercable shall cause a meeting of its shareholders to be duly called and held
as soon as reasonably practicable for the purpose of voting on a proposal (the
"Intercable Proposal") to approve the acquisition by Intercable of
substantially all of the Assets (other than the Excluded Assets) in exchange
for the Shares and the assumption by Intercable of all of the liabilities of
Spacelink (other than liabilities to Dissenting Shareholders) as contemplated
by this Agreement. The Intercable Board of Directors shall, subject to their
fiduciary duties as advised by counsel, recommend approval of the Intercable
Proposal by Intercable's shareholders.

(b) Spacelink shall cause a meeting of its
shareholders to be duly called and held as soon as reasonably practicable for
the purpose of voting on the approval of the following matters (the "Spacelink
Proposals"):

(i) a proposal to approve (x) the sale
by Spacelink to Intercable of substantially all of the Assets
(other than the Excluded Assets) in exchange for the Shares
and the assumption by Intercable of all of the liabilities of
Spacelink (other than liabilities to Dissenting Shareholders),
(y) the dissolution of Spacelink and (z) the distribution by
Spacelink to its shareholders (other than Dissenting
Shareholders) of all of the shares of Common Stock and Class A
Common Stock of Intercable then held by Spacelink, in each
case as contemplated by this Agreement; and

(ii) a proposal to approve the
Alternative Transaction (as defined in the Transaction
Agreement, dated as of May 31, 1994, among Glenn R. Jones,
Jones International, Ltd., BCI, and Spacelink (the
"Transaction Agreement").

The Board of Directors shall, subject to their fiduciary duties as advised by
counsel, recommend approval of the Spacelink Proposals by Spacelink's
shareholders.

(c) In connection with such meetings, each of
Intercable and Spacelink (i) will promptly prepare and file with the SEC, will
use its reasonable efforts to have cleared by the SEC and will thereafter mail
to its shareholders as promptly as practicable, the Statement and all other
proxy materials for such meetings, (ii) will use its reasonable efforts to
obtain the necessary approvals by its shareholders of the matters submitted for
approval to such shareholders and (iii) will otherwise comply with all legal
requirements applicable to such meeting.

(d) Neither Intercable nor Spacelink will file,
amend or supplement any SEC Transaction Document without prior consultation
with the other and its counsel. Intercable and Spacelink shall each notify the
other promptly of the receipt of any comments from the SEC for amendments or
supplements to any SEC Transaction Document or for

-37-
<PAGE> 45
additional information and will supply the other with copies of all
correspondence between Intercable or Spacelink, as the case may be, and its
representatives, on the one hand, and the SEC or the members of its staff or
any other governmental officials, on the other hand, with respect to any SEC
Transaction Document.

5.2 Conduct of Spacelink Prior to Closing. (a) From the
date hereof until the Closing Date, Spacelink shall, and will cause each of its
Subsidiaries to, conduct their respective businesses in the ordinary course
consistent with past practice and to use all reasonable efforts to preserve
intact its business organizations and relationships with third parties and to
keep available the services of its present officers and employees.

(b) Without limiting the generality of paragraph
(a) above, from the date hereof until the Closing Date, Spacelink will not, and
will not permit any Spacelink Group Entity (i) to acquire or dispose of any
cable television system; (ii) issue or grant rights or options with respect to
any shares of capital stock; (iii) declare or make provision for the payment of
any dividend or other distribution with respect to any shares of capital stock
or (iv) take or agree to take any action that would knowingly make any
representation and warranty set forth in Article 3 inaccurate in any respect
at, or as of any time prior to, the Closing Date.

(c) From the date hereof until the Closing,
Spacelink will regularly advise and consult with Intercable as to the business
of Spacelink and its Subsidiaries, which consultation will include the review
of (i) strategic, operating and financial plans, including plans for
acquisitions and sales of cable television systems (both as they relate to
Partnership Systems and Owned Systems), (ii) equity, debt, joint venture and
other financing strategies, (iii) business plans for operations, marketing and
technology deployment and (iv) personnel, compensation and related policy
decisions. From the date hereof until the Closing, Spacelink will deliver to
Intercable copies of any agreements described in Section 3.14(a) that are
entered into by a Spacelink Group Entity after the date hereof.

(d) As soon as available, Spacelink shall furnish
Intercable with a consolidated balance sheet and related consolidated
statements of income, stockholders' equity and cash flows for (i) all fiscal
quarters ending after November 30, 1993 but prior to the Closing Date, and (ii)
when available, for the fiscal year ended May 31, 1994. All such financial
statements will be (and will be accompanied by a statement by the Chief
Financial Officer of Spacelink that, in the opinion of management of Spacelink,
such financial statements have been) prepared in accordance with generally
accepted accounting principles applied on a basis consistent with the audited
financial statement of Spacelink at, and for the period ended, May 31, 1993,
will fairly present, in all material respects and in conformity with generally
accepted accounting principles applied on a consistent basis (except as may be
indicated in the notes thereto), the consolidated financial condition, results
of operations, stockholders' equity and cash flows for the applicable periods
then ended (subject to normal year-end audit adjustments in the case of any
unaudited interim financial statements).

(e) As soon as available and in any event within
20 calendar days after the end of each monthly accounting period ending prior
to the Closing, Spacelink shall

-38-
<PAGE> 46
furnish Intercable with (i) a management report with respect to operating
revenues, operating expenses, capital expenditures and related information in
such detail as such management report is prepared for the use of the management
of Spacelink, consistent with past practice.

(f) Intercable acknowledges that prior to the
date hereof certain services have been provided by the Spacelink Group Entities
to the JI Group Entities, and by the JI Group Entities to the Intercable Group
Entities. Intercable agrees that the services described in the Current SEC
Filings may continue to be provided during the period from the date hereof to
the Closing Date, on terms and conditions consistent with past practice.
Except for transactions described in the immediately preceding sentence,
disclosed in Schedules attached hereto or contemplated by this Agreement,
Spacelink agrees that neither it nor any Spacelink Group Entity will engage in
any material transaction, or enter into any agreement, with any JI Group Entity
unless the terms of such transaction are fully and fairly disclosed to, and
approved by, Intercable.

(g) Spacelink acknowledges that it has reviewed
the Stock Purchase Agreement, including Section 5.4 thereof, and that
Intercable has agreed to furnish to BCI information provided by Spacelink to
Intercable.

5.3 Conduct of Intercable Prior to Closing. (a) From the
date hereof until the Closing Date, Intercable shall, and will cause each of
its Subsidiaries to, use all reasonable efforts to preserve intact its business
organizations and relationships with third parties and to keep available the
services of its present officers and employees.

(b) Intercable will not, and will not permit any
Intercable Group Entity to, take or agree to take any action that would
knowingly make any representation and warranty set forth in Article 4
inaccurate in any respect at, or as of any time prior to, the Closing Date.

5.4 Access to Information. (a) From the date hereof
until the earlier of the Closing Date or the termination of this Agreement,
Spacelink will (i) give, and will cause each other Spacelink Group Entity to
give, BCI and Intercable, their counsel, financial advisors, auditors and other
authorized representatives full access to the offices, properties, books and
records of the Spacelink Group Entities, (ii) furnish, and cause each other
Spacelink Group Entity to furnish, to BCI and Intercable, their counsel,
financial advisors, auditors and other authorized representatives such
financial and operating data and other information as such Persons may
reasonably request and (iii) instruct its employees, counsel and financial
advisors, and those of its Subsidiaries, to cooperate with BCI and Intercable
and their representatives in their investigation of the Spacelink Group
Entities. Any such investigations by BCI and Intercable and their
representatives will be conducted so as not to unreasonably disrupt the
business operations of the Spacelink Group Entities. No investigation by
Intercable, BCI or their representatives, or other information received by
Intercable or such representatives, shall operate as a waiver or otherwise
affect any representation, warranty or agreement given or made under this
Agreement.

(b) From the date hereof until the Closing Date,
Intercable will (i) give, and will cause each other Intercable Group Entity to
give, Spacelink, its counsel,

-39-
<PAGE> 47
financial advisors, auditors and other authorized representatives full access
to the offices, properties, books and records of the Intercable Group Entities,
(ii) furnish, and cause each other Intercable Group Entity to furnish, to
Spacelink, its counsel, financial advisors, auditors and other authorized
representatives such financial and operating data and other information as such
Persons may reasonably request and (iii) instruct the employees, counsel and
financial advisors of the Intercable Group Entities to cooperate with Spacelink
and its representatives in its investigation of the Intercable Group Entities.
Any such investigations by Spacelink and its representatives will be conducted
so as not to unreasonably disrupt the business operations of the Intercable
Group Entities. No investigation by Spacelink or such representatives or other
information received by Spacelink or such representatives shall operate as a
waiver or otherwise affect any representation, warranty or agreement given or
made under this Agreement.

5.5 Notices of Certain Events. From the date hereof
until the earlier of the Closing Date or the termination of this Agreement,
Intercable and Spacelink shall promptly notify each other of:

(i) any notice or other communication
from any Person alleging that the consent of such Person is or
may be required in connection with this Agreement;

(ii) any notice or other communication
from any Governmental Authority in connection with this
Agreement;

(iii) any actions, suits, claims,
investigations or proceedings commenced or, to its knowledge
threatened against, relating to or involving or otherwise
affecting the Intercable Group Entities or the Spacelink Group
Entities that, if pending on the date of this Agreement, would
have been required to have been disclosed pursuant to Section
3.13 or Section 4.13 or that relate to the consummation of
this Agreement; and

(iv) any other material adverse
developments affecting the business of the Intercable Group
Entities or the business of the Spacelink Group Entities, as
applicable, other than developments affecting their respective
industries generally.

5.6 Reasonable Best Efforts. (a) Subject to the terms
and conditions of this Agreement, Intercable and Spacelink will each use its
reasonable best efforts to take, or cause to be taken, all actions and to do,
or cause to be done, all things necessary or desirable under applicable laws
and regulations to satisfy the conditions to the other party's obligation to
consummate this Agreement. Intercable and Spacelink each agree to execute and
deliver such other documents, certificates, agreements and other writings and
to take such other actions as may be reasonably necessary or desirable in order
to consummate or implement expeditiously the transaction contemplated hereby in
accordance with this Agreement.

(b) Intercable and Spacelink shall cooperate with
one another (i) in determining whether any action by or in respect of, or
filing with, any governmental body,

-40-
<PAGE> 48
agency, official or authority is required, or any actions, consents, approvals
or waivers are required to be obtained from parties to any material contracts,
in connection with the consummation of this Agreement and (ii) in taking such
actions or making any such filings, furnishing information required in
connection therewith and seeking to obtain any such actions, consents,
approvals or waivers in a timely manner.

5.7 Public Announcements. Intercable and Spacelink agree
to consult with each other before issuing (or allowing their Affiliates or
Subsidiaries to issue) any press release or making any public statement with
respect to this Agreement, except as may be required by applicable law or any
listing agreement with any national securities exchange, will not issue any
such press release or make any such public statement prior to such
consultation.

5.8 Other Offers. (a) From the date hereof until the
earlier of the Closing Date or the termination of this Agreement, no Restricted
Person will, directly or indirectly (i) take any action to solicit, initiate or
encourage any Acquisition Proposal or (ii) subject to the fiduciary duties of
the Board of Directors under applicable law as advised by counsel to Spacelink,
with a view to pursuing an Acquisition Proposal with any Person, (x) engage in
negotiations with, or (y) disclose any nonpublic information relating to any
Spacelink Group Entity to, or (z) afford access to the properties, books or
records of any Spacelink Group Entity to, such Person. From the date hereof
until the earlier of the Closing Date or the termination of this Agreement,
Spacelink will promptly notify Intercable after receipt by a Restricted Person
of (A) any Acquisition Proposal or (B) actual notice that any person is giving
serious consideration to making an Acquisition Proposal or (C) any request for
nonpublic information relating to any Spacelink Group Entity or for access to
the properties, books or records of any Spacelink Group Entity by any person
that has made, or a Restricted Person reasonably believes is considering
making, an Acquisition Proposal and will keep Intercable fully informed of the
status and details of any such Acquisition Proposal, notice or request.
Nothing in this Section 5.8 shall prevent a Restricted Person from discussing,
negotiating and otherwise pursuing transactions contemplated by Section 5.2.

(b) "Acquisition Proposal" means a bona fide
offer or proposal for, or indication of interest in, a merger or other business
combination involving any Spacelink Group Entity or the acquisition of any
equity interest in, or a substantial portion of the assets of, any Spacelink
Group Entity, other than the transactions contemplated hereby and in the
Alternative Transaction as defined in the Transaction Agreement.

(c) "Restricted Persons" means Spacelink and any
other Spacelink Group Entity and their respective officers, directors,
employees or other agents.

5.9 Confidentiality. Intercable and the other Intercable
Group Entities will hold in confidence and not use, and will use their
reasonable efforts to cause their respective officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold in confidence
and not use, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all documents and information concerning the
Spacelink Group furnished to or acquired by the Intercable Group in connection
with the consummation of the transaction contemplated hereby, except to the
extent that such information can be shown to

-41-
<PAGE> 49
have been (i) previously known by Intercable on a nonconfidential basis, (ii)
in the public domain through no fault of Intercable or (iii) later lawfully
acquired by Intercable on a non-confidential basis from sources other than the
Spacelink Group Entities. The obligation of the Intercable Group Entities to
hold any such information in confidence shall be satisfied if they exercise the
same care with respect to such information as they would take to preserve the
confidentiality of their own similar information. If this Agreement is
terminated, the Intercable Group Entities will, and will use their reasonable
efforts to cause their respective officers, directors, employees, accountants,
counsel, consultants, advisors and agents to, destroy or deliver to Spacelink,
upon request, all documents and other materials, and all copies thereof,
obtained by the Intercable Group Entities or on their behalf from any Spacelink
Group Entity or in connection with this Agreement that are subject to such
confidence. In connection with the Jones Intercable Transaction, Intercable
shall require BCI to maintain the confidence, on terms substantially similar to
those set forth in this Section, of all information provided to it by
Intercable regarding the Spacelink Group Entities.

5.10 Jones Earth Segment, Inc. At or prior to the
Closing, Spacelink shall sell all of the capital stock of Jones Earth Segment,
Inc., for cash in an amount equal to the undepreciated acquisition cost of its
"uplink facility" plus the replacement cost of its "tape playback equipment,"
less debt, at the time of the sale.

5.11 Tax-Free Reorganization; Plan of Liquidation. (a)
The parties hereto shall use their reasonable best efforts to cause the
transactions contemplated hereby to be recognized as a tax-free reorganization
under Section 368(a)(1)(C) of the Code and any other applicable state or
federal law.

(b) Jones International, Ltd., hereby covenants
and agrees that, immediately following the Closing, it will transfer, or cause
to be transferred, up to 593,110 shares of the Class A Common Stock of
Intercable received, or to be received, by it upon liquidation of Spacelink to
Minority Shareholders, other than Dissenting Shareholders. Such transfer shall
be made to such Minority Shareholders in accordance with the provisions of
Section 5.11(c)(ii) hereof. Any portion of such shares that would otherwise
have been transferred to Minority Shareholders who became Dissenting
Shareholders shall be retained by Jones International, Ltd. For administrative
convenience, Jones International, Ltd., may request Spacelink to assist in the
transfer of such shares to the Minority Shareholders.

(c) Spacelink hereby covenants and agrees that,
immediately following the Closing, it will take steps to effect its complete
liquidation and distribute all of its assets (excluding the Reserve but
including the Shares and the 2,859,240 shares of Common Stock of Intercable),
subject to the provisions of Section 5.11(d), to its shareholders, other than
Dissenting Shareholders. Dissenting Shareholders shall not be entitled to
receive any consideration described in Sections 5.11(c)(i) or (ii) for their
shares of Capital Stock of Spacelink. For each share of Capital Stock held
immediately prior to the Closing, each shareholder of Spacelink (other than
Dissenting Shareholders) shall receive the following:

(i) 0.03567 shares of Common Stock of
Intercable; plus

-42-
<PAGE> 50
(ii) 0.05114 shares of Class A Common
Stock of Intercable. In addition, each Minority Shareholder
shall receive 0.04515 shares of the Class A Common Stock of
Intercable transferred by Jones International, Ltd., pursuant
to Section 5.11(b).

The exchange ratios described above were calculated as shown in Exhibit B on
the assumption that all of the options held by Minority Shareholders to acquire
Class A Common Stock were exercised. If all of such options are not exercised,
the exchange ratios shall be adjusted in the manner shown in Exhibit B.

(d) No fractional shares shall be distributed in
the liquidation distribution pursuant to Sections 5.11(c)(i) or (ii) hereof.
Any fractional share to which a shareholder of Spacelink would otherwise have
been entitled shall be rounded up or down to the nearest whole share.

(e) Upon satisfaction of all of its obligations
to Dissenting Shareholders and the distribution of all of its assets to
shareholders in complete liquidation pursuant to Section 5.11(c), Spacelink
shall transfer to Intercable any cash remaining in the Reserve established
pursuant to Section 2.2(c), together with any of the Shares which would
otherwise have been distributed to Dissenting Shareholders. Upon completion of
such steps, Spacelink shall forthwith execute and file Articles of Dissolution
with the Secretary of State of the State of Colorado.

5.12 Spacelink Stock Options. At or prior to Closing,
Spacelink will cause all outstanding stock options to acquire Class A Common
Stock to become immediately exercisable and will terminate all such stock
options that are not exercised at or prior to the Closing.

ARTICLE 6

CONDITIONS TO CLOSING

6.1 Conditions to Obligations of Spacelink and
Intercable. The obligations of Intercable to purchase, and Spacelink to sell,
the Assets under this Agreement are each subject to the satisfaction or, to the
extent legally permissible, waiver by each such party at or prior to the
Closing of the following conditions:

(a) The shareholders of Intercable shall have
approved the Intercable Proposals and the shareholders of Spacelink shall have
approved the Spacelink Proposals;

(b) The Statement shall have become effective
under the Securities Act and no stop order shall be in effect;

-43-
<PAGE> 51
(d) Either one of the following events shall have
occurred: (i) Intercable, Spacelink, Jones International, Ltd. and Glenn R.
Jones shall have received the Tax Ruling or (ii) the conditions set forth in
Section 2.2(c) of the Transaction Agreement, as such Transaction Agreement
exists on the date hereof, shall have been satisfied.

(e) There shall not then be in effect any order
enjoining or restraining the consummation of this Agreement, and there shall
not then be instituted, pending or threatened any action or proceeding brought
by a Governmental Authority before any federal or state court or other
Governmental Authority challenging the acquisition of the Assets by Intercable
or otherwise seeking to restrain or prohibit consummation of this Agreement or
seeking to impose any material limitation on any material provision of this
Agreement;

(f) All actions by, in respect of or filings with
any Governmental Authority required to permit the consummation of this
Agreement shall have been taken or obtained, as the case may be, and shall be
in full force and effect, other than such actions or filings as to which the
failure to make or obtain would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

(g) The Spacelink Group Entities and the
Intercable Group Entities shall have received all third party consents required
to consummate this Agreement, in form and substance reasonably satisfactory to
Spacelink and Intercable, other than such consents the failure of which to
obtain would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and

(h) Spacelink shall have sold all of the capital
stock of Jones Earth Segment, Inc., in accordance with Section 5.10 hereof.

6.2 Conditions to Obligation of Spacelink. The
obligation of Spacelink to consummate the Closing is subject to the
satisfaction or, to the extent legally permissible, waiver by Spacelink, of the
following further conditions:

(a) Intercable shall have performed in all
material respects all obligations required to be performed by it under this
Agreement on or prior to the Closing Date;

(b) The representations and warranties of
Intercable contained in this Agreement and in any certificate delivered by
Intercable pursuant hereto shall be true in all material respects at and as of
the Closing Date, as if made at and as of such date, except to the extent that
such representations and warranties expressly relate to an earlier date;

(c) Spacelink shall have received a certificate
signed by an executive officer of Intercable confirming the matters described
in paragraphs (a) and (b) of this Section 6.2;

(d) The Shares shall have been registered under
the Securities Act;

-44-
<PAGE> 52
(e) Spacelink shall have received all documents
it may reasonably request relating to the existence of Intercable and other
Intercable Group Entities and the authority of Intercable for this Agreement,
all in form and substance reasonably satisfactory to Spacelink;

(f) The holders of not more than 800,000 shares
of the Class A Common Stock of Spacelink shall have given notice of their
intent to exercise Dissenting Shareholders' rights by filing a notice of intent
to demand payment with Spacelink; and

(g) Goldman Sachs & Co. shall not have withdrawn
its opinion that the number of shares to be received by Minority Shareholders
pursuant to the transactions contemplated herein is fair to the Minority
Shareholders.

6.3 Conditions to Obligation of Intercable. The
obligation of Intercable to consummate the Closing is subject to the
satisfaction or, to the extent legally permissible, waived by Intercable, of
the following further conditions:

(a) Spacelink shall have performed in all
material respects all of its obligations required to be performed by it under
this Agreement at or prior to the Closing Date;

(b) The representations and warranties of
Spacelink contained in this Agreement and in any certificate delivered by
Spacelink pursuant hereto shall be true in all material respects at and as of
the Closing Date, as if made at and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date;

(c) Intercable shall have received a certificate
signed by an executive officer of Spacelink confirming the matters described in
paragraphs (a) and (b) of this Section 6.3;

(d) Intercable shall have received all documents
it may reasonably request relating to the existence of Spacelink and other
Spacelink Group Entities and the authority of Spacelink for this Agreement, all
in form and substance reasonably satisfactory to Intercable;

(e) The holders of not more than 800,000 shares
of the Class A Common Stock of Spacelink shall have duly given notice of their
intent to exercise Dissenting Shareholders' rights by filing a notice of intent
to demand payment with Spacelink; and

(f) Salomon Brothers Inc and Dillon Read & Co.
Inc. shall not have withdrawn their opinion that the number of shares to be
issued by Intercable to Spacelink pursuant to the transaction contemplated
hereby is fair to Intercable from a financial point of view.

-45-
<PAGE> 53
ARTICLE 7

SURVIVAL

7.1 Survival. The covenants, agreements, representations
and warranties of the parties hereto contained in this Agreement or in any
certificate delivered pursuant hereto or in connection herewith shall not
survive the Closing except the agreements set forth in Sections 2.3 and 5.11
which shall survive until the expiration of the period of time provided for in
the applicable statute of limitation.

ARTICLE 8

TERMINATION

8.1 Grounds for Termination. This Agreement may be
terminated at any time prior to the Closing:

(i) by mutual written agreement of
Intercable and Spacelink;

(ii) by Intercable or Spacelink if the
Tax Ruling shall not have been received by December 15, 1994,
unless an election to proceed with the transaction
contemplated hereby is made in accordance with Section 2.2(c)
of the Transaction Agreement;

(iii) by Intercable or Spacelink if the
Closing shall not have been consummated on or before December
30, 1994;

(iv) by Intercable or Spacelink at any
time after the request for the Tax Ruling is withdrawn or the
Internal Revenue Service indicates that it is likely that it
will not grant the rulings sought in such request, unless an
election to proceed with the transaction contemplated hereby
is made in accordance with Section 2.2(c) of the Transaction
Agreement; or

(v) by Intercable or Spacelink if there
shall be any law or regulation that makes consummation of the
transactions contemplated hereby illegal or otherwise
prohibited or if consummation of the transaction contemplated
hereby would violate any nonappealable final order, decree or
judgment of any court or Governmental Authority having
competent jurisdiction.

The party desiring to terminate this Agreement shall give
notice of such termination to the other party.

8.2 Effect of Termination. If this Agreement is
terminated as permitted by Section 8.1, termination shall be without liability
of either party (or any shareholder, director, officer, employee, agent,
consultant or representative of such party) to the other party to this

-46-
<PAGE> 54
Agreement; provided that if such termination shall result from (i) the willful
failure of a party to fulfill a condition to the performance of the obligations
of the other party or to perform a covenant of this Agreement or (ii) a knowing
breach by a party hereto of any representation or warranty contained herein,
such party shall be fully liable for any and all damage, loss, liability and
expense (including reasonable expenses of investigation and reasonable
attorneys' fees and expenses) incurred or suffered by the other party as a
result of such failure or breach. The provisions of Sections 5.9 and 9.3 shall
survive any termination hereof pursuant to Section 8.1.

ARTICLE 9

MISCELLANEOUS

9.1 Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given,

if to Spacelink to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attn: President
Fax: (303) 799-1644

with a copy to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attn: General Counsel
Fax: (303) 799-1644

if to Intercable to:

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 799-4675

-47-
<PAGE> 55
with a copy to:

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

9.2 Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Closing Date if, but only if,
such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Agreement, or in the case of a waiver, by the
party against whom the waiver is to be effective.

(b) No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

9.3 Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

9.4 Successors and Assigns. No party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto.

9.5 Governing Law. This Agreement shall be governed by
and construed in accordance with the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

9.6 Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

9.7 Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

9.8 Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the

-48-
<PAGE> 56
subject matter of this Agreement. No provision of this Agreement is intended
to confer upon any Person other than the parties hereto any rights or remedies
hereunder.

9.9 Separability. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

9.10 Schedules. Inclusion of or reference to matters in a
schedule does not constitute an admission of what is material or the
materiality of such matter.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
date first above written.

JONES SPACELINK, LTD.

By:___________________________________
Name:______________________________
Title:_____________________________

JONES INTERCABLE, INC.

By:___________________________________
Name:______________________________
Title:_____________________________

JONES INTERNATIONAL, LTD. (for the
purposes of Section 5.11(b) only)

By:___________________________________
Name:______________________________
Title:_____________________________

-49-
<PAGE> 57

EXHIBIT A

GENERAL ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT

This GENERAL ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT is made
as of the __ day of ________, 1994, by and between Jones Spacelink, Ltd., a
Colorado corporation ("Seller") and Jones Intercable, Inc., a Colorado
corporation ("Buyer").

RECITALS

Pursuant to the Exchange Agreement and Plan of Reorganization and
Liquidation dated as of May 31, 1994 between Seller and Buyer (the "Exchange
Agreement"), Seller has agreed to sell, convey, grant, assign, transfer and
deliver to Buyer all of Seller's right, title and interest in and to the Assets
(as defined below) and Buyer has agreed to assume the liabilities of Seller in
connection with the Assets, all as set forth herein and in the Exchange
Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties provide and agree as
follows:

1. CAPITALIZED TERMS. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Exchange Agreement.

2. TRANSFER OF ASSETS. Seller hereby sells, conveys, grants,
assigns, transfers and delivers to Buyer and its successors and assigns forever
all of Seller's right, title and interest in and to all of the assets and
properties of Seller, whether real, personal, tangible or intangible other than
the excluded assets listed on Schedule 1 hereto (the "Assets"), subject only to
Permitted Liens. The Assets include, without limitation, the following:

(a) Seller's right, title and interest in and to all
parcels of real property owned in fee by Seller or in which Seller has a
leasehold interest, and all buildings, structures and other improvements
located thereon, and all rights of way and similar authorizations;

(b) Seller's right, title and interest in and to all of
the tangible personal property owned or leased by Seller;

(c) Seller's right, title and interest in and to all
contracts, options, leases (whether of realty or personalty), purchase orders,
commitments, Franchise Agreements, programming agreements, subscription
agreements for cable television and SMATV services, access agreements and other
agreements, whether oral or written;

<PAGE> 58
(d) Seller's right, title and interest in any and all
joint venture and limited or general partnership agreements and any shares of
capital stock in any entity;

(e) Seller's right, title and interest in and to all
subscriber, customer and advertiser lists;

(f) Seller's right, title and interest in and to all
Intellectual Property Rights which are used or held for use in connection with
the conduct of its business;

(g) All subscriber, customer and trade accounts
receivable due to Seller;

(h) All deposits under utility, pole rental and similar
agreements to which Seller is or may become entitled; and

(i) Seller's records, files and data, including maps,
plans, diagrams, blueprints and schematics, if any.

3. ASSUMPTION OF LIABILITIES. Buyer hereby assumes and agrees to
pay, discharge and perform when due all known, unknown and contingent
liabilities of Seller (other than to Dissenting Shareholders) including

(a) All the obligations and liabilities of Seller under
the Contracts, including the Franchise Agreements, whether such obligations and
liabilities arise with respect to the period prior to, at or after the date
hereof;

(b) All of Seller's obligations for the provision of
cable television or other services to its subscribers;

(d) All state and local sales or use taxes (or their
equivalent) and transfer taxes or recording fees payable as a consequence of
the sale or purchase of the Assets evidenced hereby.

IN WITNESS WHEREOF, the parties have executed and delivered this
General Assignment, Bill of Sale and Assumption Agreement as of the date first
referenced above.

JONES SPACELINK, LTD., JONES INTERCABLE, INC.,
a Colorado corporation a Colorado corporation

By:____________________________ By:_________________________
Name:__________________________ Name:_______________________
Title:_________________________ Title:______________________

<PAGE> 59
Schedule 1

EXCLUDED ASSETS

1. 2,859,240 shares of Common Stock of Jones Intercable, Inc.,
held by Seller on the date hereof.

2. A cash reserve in the amount of $_________ to satisfy the
obligations of Seller to Dissenting Shareholders, and to pay any expenses that
may be incurred in connection with the determination and payment of such
obligations.

<PAGE> 60

EXHIBIT B
SUMMARY OF EXCHANGE RATIOS

Shares Outstanding as follows:

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
-------------- --------------
<S> <C> <C> <C>
Minority Shares 11,656,552 Jones International 415,000
JI, Glenn Jones 65,976,148
----------
Total 77,632,700
==========

Options Outstanding

Minority Options 1,480,483
Glenn Jones 636,514
---------
Total 2,116,997
=========
</TABLE>

Total Shares Outstanding (including options) = 80,164,697; Total Minority
Shares (1,480,483 + 11,656,552) is 13,137,035.

Distribution to Minority Shareholders as follows:
. Pro Rata Share of Common Stock of Intercable

13,137,035
----------
80,164,697 = 16,388% x 2,859,240 = 468,559

Minority receives 468,559 divided by 13,137,035 =
.03567 shares
======
. Minority to receive 1,265,000 Shares of 4,100,000.

593,110 divided by 13,137,035 = .04515
671,890 divided by 13,137,035 = .05114
--------- ---------- ------
1,265,000 divided by 13,137,035 = .09629 shares
========= ========== ======

. Assuming 40,000 options are not exercised:
Total Shares Outstanding 80,124,697
Total Minority Shares 13,097,035

. Common Stock of Intercable
16.3458% x 2,859,240 = 467,366
Minority receives 467,366 divided by 13,097,035 =
.03568

. Class A Shares
Minority to receive 1,265,000 out of 4,100,000
1,265,000 divided by 13,097,035 = .09658