JONES INTERCABLE INC, 8-K, 1995-09-08

JONES INTERCABLE INC
8-K, 1995-09-08
CABLE & OTHER PAY TELEVISION SERVICES

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<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):September 1, 1995

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

<TABLE>
<S> <C> <C>
Colorado 1-9953 84-0613514
-------- ------ ----------
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
--------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
</TABLE>

<PAGE> 2
Item 5. Other Events

PROPOSED ACQUISITIONS OF CABLE TELEVISION SYSTEMS BY JONES INTERCABLE, INC.

The Manitowoc System

On September 5, 1995, Jones Intercable, Inc., a Colorado corporation
("Intercable"), entered into an Asset Purchase Agreement with Cable TV Joint
Fund 11, a joint venture (the "Venture") among Cable TV Fund 11-A, Ltd., Cable
TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and Cable TV Fund 11-D, Ltd.,
Colorado limited partnerships managed by Intercable, to acquire from the
Venture the cable television system serving the City of Manitowoc, Wisconsin
(the "Manitowoc System"). The purchase price is $15,735,667, which is the
average of three separate independent appraisals of the fair market value of
the Manitowoc System. The Manitowoc System passes approximately 15,400 homes
and serves approximately 10,500 basic subscribers. Intercable expects to
acquire and then to trade the Manitowoc System, along with certain other
properties, to an unaffiliated cable television system operator during the
first quarter of 1996. See Proposed Exchange of Assets with Time Warner
Entertainment Company, L.P. below.

The Lodi System

On September 5, 1995, Intercable entered into an Asset Purchase
Agreement with Jones Spacelink Income Partners 87-1, L.P., a Colorado limited
partnership managed by Intercable, to acquire from that partnership the cable
television systems serving the communities of Lodi, Burbank, Lafayette
Township, New London, Bailey Lakes, Savannah Shreve, Jeromesville, West
Lafayette, Loudonville, Perrysville, Creston, Gloria Glens, Sterling, Seville,
Westfield Center, Chippewa, Lake Area, Rittman, West Salem, Bloomville,
Spencer, Polk and Congress, all in the State of Ohio (the "Lodi System"). The
purchase price is $25,706,000, which is the average of three separate
independent appraisals of the fair market value of the Lodi System. The Lodi
System passes approximately 20,600 homes and serves approximately 14,700 basic
subscribers. Intercable expects to acquire and then to trade the Lodi System,
along with certain other properties, to an unaffiliated cable television system
operator during the first quarter of 1996. See Proposed Exchange of Assets
with Time Warner Entertainment Company, L.P. below.

2
<PAGE> 3
The Ripon System

On September 5, 1995, Intercable entered into an Asset Purchase
Agreement with Jones Spacelink Income/Growth Fund 1-A, Ltd., a Colorado limited
partnership managed by Intercable, to acquire from that partnership the cable
television system serving the area in and around Ripon, Wisconsin (the "Ripon
System"). The purchase price is $3,712,667, which is the average of three
separate independent appraisals of the fair market value of the Ripon System.
The Ripon System passes approximately 2,500 homes and serves approximately
2,450 basic subscribers. Intercable expects to acquire and then to trade the
Ripon System, along with certain other properties, to an unaffiliated cable
television system operator during the first quarter of 1996. See Proposed
Exchange of Assets with Time Warner Entertainment Company, L.P. below.

The Lake Geneva System

On September 5, 1995, Intercable entered into a second Asset Purchase
Agreement with Jones Spacelink Income/Growth Fund 1-A, Ltd. to acquire from
that partnership the cable television system serving the area in and around
Lake Geneva, Wisconsin (the "Lake Geneva System"). The purchase price is
$6,345,667, which is the average of three separate independent appraisals of
the fair market value of the Lake Geneva System. The Lake Geneva System passes
approximately 5,400 homes and serves approximately 3,400 basic subscribers.
Intercable expects to acquire and then to trade the Lake Geneva System, along
with certain other properties, to an unaffiliated cable television system
operator during the first quarter of 1996. See Proposed Exchange of Assets
with Time Warner Entertainment Company, L.P. below.

PROPOSED EXCHANGE OF ASSETS WITH TIME WARNER
ENTERTAINMENT COMPANY, L.P.

Intercable, through a wholly-owned subsidiary, owns the cable
television system serving communities in and around Hilo, Hawaii (the "Hilo
System") and directly owns the cable television system serving the City of
Kenosha, Wisconsin (the "Kenosha System"). The Hilo System passes
approximately 23,000 homes and serves approximately 17,000 basic subscribers;
the Kenosha System passes approximately 39,000 homes and serves approximately
27,000 basic subscribers. Upon consummation of the above-described
acquisitions of cable television systems from various managed ventures and
partnerships, Intercable will own the Manitowoc System, the Lodi System, the
Ripon System and the Lake Geneva System. On September 1, 1995, Intercable
entered into an Asset Exchange

3
<PAGE> 4
Agreement (the "Exchange Agreement") with Time Warner Entertainment Company,
L.P. ("Time Warner"), an unaffiliated cable television operator. Pursuant to
the Exchange Agreement, Intercable will convey to Time Warner substantially all
of the assets of the Hilo System, the Kenosha System, the Manitowoc System, the
Lodi System, the Ripon System and the Lake Geneva System. In return,
Intercable will receive from Time Warner substantially all of the assets of the
cable television systems serving communities in and around Savannah, Georgia
(the "Savannah System") and cash in the amount of $4,000,000, subject to normal
closing adjustments. Taking into account the aggregate purchase price paid by
Intercable for the Lodi System, the Lake Geneva System, the Ripon System and
the Manitowoc System and the estimated valuation of the Hilo System and the
Kenosha System less the $4,000,000 cash purchase price to be paid by Time
Warner to Intercable, the aggregate consideration to be paid for the Savannah
System is approximately $119,194,827. The Savannah System passes approximately
100,000 homes and serves approximately 63,000 subscribers.

The closing of the transactions contemplated by the Exchange Agreement
is subject to customary closing conditions, including obtaining necessary
governmental and other third party consents. The parties intend to complete
the transactions during the first quarter of 1996, but there can be no
assurance that all conditions will be satisfied or waived by that time. Either
party may terminate the Exchange Agreement if the transactions are not
completed on or before September 30, 1996. Intercable will pay Jones Financial
Group, Ltd., an affiliate, a $1,286,332 fee upon the completion of the
transactions as compensation for acting as Intercable's financial advisor in
connection with the described transactions.

Item 7. Financial Statements and Exhibits

a. Asset Purchase Agreement dated September 5, 1995 between Cable
TV Joint Fund 11 and Jones Intercable, Inc. relating to the Manitowoc System.

b. Asset Purchase Agreement dated September 5, 1995, between
Jones Spacelink Income Partners 87-1, L.P. and Jones Intercable, Inc. relating
to the Lodi System.

c. Asset Purchase Agreement dated September 5, 1995, between
Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Ripon System.

4
<PAGE> 5
d. Asset Purchase Agreement dated September 5, 1995, between
Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Lake Geneva System.

e. Asset Exchange Agreement dated September 1, 1995, between
Jones Intercable, Inc. and Time Warner Entertainment Company, L.P.

5
<PAGE> 6
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.,
a Colorado corporation

Dated: September 8, 1995 By: /s/ Robert S. Zinn
------------------
Robert S. Zinn
Acting Vice President

6
<PAGE> 7
EXHIBIT INDEX

2.1 Asset Purchase Agreement dated September 5, 1995 between Cable TV
Joint Fund 11 and Jones Intercable, Inc. relating to the Manitowoc
System.

2.2 Asset Purchase Agreement dated September 5, 1995 between Jones
Spacelink Income Partners 87-1, L.P. and Jones Intercable, Inc.
relating to the Lodi System.

2.3 Asset Purchase Agreement dated September 5, 1995 between Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Ripon System.

2.4 Asset Purchase Agreement dated September 5, 1995 between Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Lake Geneva System.

2.5 Asset Exchange Agreement dated September 1, 1995 between Jones
Intercable, Inc. and Time Warner Entertainment Company, L.P.

<PAGE> 1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of the 5th day of
September, 1995, by and between Cable TV Joint Fund 11, a Colorado partnership
("Seller"), and Jones Intercable, Inc., a Colorado corporation ("Buyer").

RECITALS

A. Seller owns and operates a cable television system in
Manitowoc, Wisconsin (the "System").

B. Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the System upon the terms and conditions set forth in this
Agreement.

AGREEMENT

In consideration of the mutual promises contained in this Agreement
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:

1. Purchase and Sale. Subject to the terms and conditions set
forth in this Agreement, Seller shall sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall purchase from Seller, on the Closing Date (as
defined in Paragraph 9 hereof), all of Seller's interest in the System and the
Assets (as defined in Paragraph 2 hereof) then being transferred and sold
pursuant hereto, free and clear of all security interests, liens, pledges,
charges and encumbrances.

2. Assets.

(a) The assets to be conveyed to Buyer hereunder shall
consist of all of the assets and properties of Seller, whether real, personal,
tangible or intangible, of whatever description and wherever located, now owned
or used by Seller solely in connection with Seller's ownership or operation of
the System, including all additions made between the date hereof and the
Closing Date, to the

Exhibit 2.1
<PAGE> 2
end that all of Seller's assets owned on the Closing Date which are used or
owned solely in connection with Seller's ownership or operation of the System
shall be sold and transferred to Buyer (collectively, the "Assets"). The
Assets shall include, without limitation:

(i) all of Seller's towers, tower equipment,
antennas, aboveground and underground cable,
distribution systems, headend amplifiers, line
amplifiers, earth satellite receive stations and
related equipment, microwave equipment, testing
equipment, motor vehicles, office equipment,
furniture and fixtures, supplies, inventory and other
physical assets owned or used by Seller solely in
connection with Seller's ownership or operation of
the System;

(ii) the franchises, leases, agreements, permits,
consents, licenses and other contracts, pole line or
joint pole agreements, underground conduit
agreements, agreements for the reception or
transmission of signals by microwave, easements,
rights-of-way and construction permits, if any, and
any other obligations and agreements between Seller
and suppliers and customers, which are owned or used
by Seller solely in connection with Seller's
ownership and operation of the System, substantially
all of which are listed on Exhibit A attached hereto;

(iii) the real property owned and used solely in
connection with the System;

(iv) all accounts receivable of Seller arising in
connection with the System;

(v) all engineering records, files, data,
drawings, blueprints, schematics, maps, reports,
lists and plans and processes owned or developed by
or for Seller and intended for use solely in
connection with the System;

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(vi) all promotional graphics, original art work,
mats, plates, negatives and other advertising or
related materials developed by or for Seller and
intended for use solely in connection with the
System; and

(vii) all of Seller's correspondence files, lists,
records and reports concerning customers and
prospective customers of the System, concerning
television stations whose transmissions are or may be
carried as a part of the System and concerning all
dealings with Federal, state, and local regulatory
agencies relating to the ownership or operation of
the System, including all reports filed by or on
behalf of Seller with the Federal Communications
Commission (the "FCC") in connection with the System
and any Statements of Account of the System filed by
or on behalf of Seller with the United States
Copyright Office in connection with the System.

(b) The following properties and assets relating to the
System and its business operations shall be retained by Seller and shall not be
sold, assigned or transferred to Buyer:

(i) cash or cash equivalents on hand or in banks;

(ii) insurance policies and rights and claims
thereunder;

(iii) all claims, rights and interest in and to any
refunds for federal, state or local income or other
taxes or fees of any nature whatsoever for periods
prior to the Closing Date, including without
limitation, fees paid to the United States Copyright
Office; and

(iv) assets disposed of in the normal course of
business or with the written consent of Buyer between
the date hereof and the Closing Date.

3. Purchase Price. Subject to the adjustments to be made in
accordance with Paragraph 4 hereof, the total purchase price for the Assets
shall

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be $15,735,667 (the "Purchase Price"), which Purchase Price represents the
average of three independent appraisals of the System. The Purchase Price
shall be payable to Seller at Closing in cash, by cashier's check or by wire
transfer of federal funds to a bank or banks designated by Seller.

4. Adjustments. All adjustments provided for herein with respect
to this transaction shall increase or decrease the Purchase Price, as
appropriate, and shall be made as of the close of business (5:00 p.m., Denver
time) on the Closing Date (the "Adjustment Time").

(a) Rent, pole rents, franchise fees, taxes, power and
utility fees and deposits, insurance premiums, licenses, customer prepayments
and deposits, and other prepayments and amounts due shall be prorated and
debited or credited to Seller or Buyer, as applicable. With respect to
subscriber accounts receivable, Seller shall be entitled to an amount equal to
the sum of (i) 90% of the face amount of all accounts receivable that are
current or 30 days or less past due as of the Adjustment Time, plus (ii) 80% of
the face amount of all accounts receivable that are between 31 days and 60 days
past due as of the Adjustment Time. For purposes of making "past due"
calculations, the monthly billing statements of Seller shall be deemed to be
due and payable on the first day of the month during which the service to which
such billing statements relate is provided.

(b) The Purchase Price shall be reduced by any accounts
payable, accrued expenses and vehicle lease obligations for which Seller would
otherwise be liable hereunder, but for which the obligation for payment is
assumed by Buyer.

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(c) Seller and Buyer shall jointly determine the
adjustments required by this Paragraph 4 at the Closing. The net amount to
which Buyer or Seller, as the case may be, is entitled pursuant hereto shall be
thereupon paid by Buyer or Seller, as the case may be, by an adjustment to the
Purchase Price. All adjustments made at Closing shall be tentative and shall
be subject to final adjustment within 90 days after Closing.

5. Assumption of Liabilities. Buyer shall assume and discharge
(i) all debts, liabilities and obligations of Seller arising with respect to
periods subsequent to the Closing Date under any franchise, license, permit,
lease, instrument or agreement transferred to Buyer hereunder, and (ii) with
respect to periods prior to and including the Closing Date, all obligations of
Seller to the extent that the Purchase Price is reduced pursuant to Paragraph
4(b) hereof to reflect Buyer's assumption of such obligations. Buyer shall
indemnify and hold harmless Seller from and against any and all damages, costs,
claims and expenses ("Claims") arising by reason of the ownership, operation or
control of the System after the Closing Date. Anything herein to the contrary
notwithstanding, there is hereby excluded from the Assumed Obligations, and
Seller shall retain and discharge, and indemnify and hold Buyer harmless from
and against, any and all Claims to the extent they arise from (a) any debt,
liability or obligation arising with respect to periods prior to the Closing
Date for which no reduction of the Purchase Price has been made pursuant to
Paragraph 4(b) hereof, or (b) any debt, liability or obligation of Seller not
expressly assumed hereunder, whenever arising.

6. Seller's Representations. Seller hereby represents and
warrants to Buyer that:

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(a) Seller is a general partnership duly organized and
validly existing under the laws of the State of Colorado. Seller has all
requisite partnership power and authority to own and operate its properties and
to carry on its business as now and where being conducted.

(b) All necessary consents and approvals have been
obtained by Seller for the execution and delivery of this Agreement. The
execution and delivery of this Agreement by Seller has been duly and validly
authorized and approved by all necessary action of Seller. This Agreement is a
valid and binding obligation of Seller, enforceable against it in accordance
with its terms.

(c) Subject to the receipt of any required consents,
Seller has full legal power, right and authority to sell and convey to Buyer
legal and beneficial title to the Assets, and Seller's sale to Buyer shall
transfer good and marketable title thereto, free and clear of all security
interests, liens, pledges, charges and encumbrances of every kind.

(d) The execution, delivery and performance of this
Agreement by Seller will not violate any provision of law and will not, with or
without the giving of notice or the passage of time, conflict with or result in
any breach of any of the terms or conditions of, or constitute a default under,
any mortgage, agreement or other instrument to which Seller is a party or by
which Seller, the Assets or the System are bound. The execution, delivery and
performance of this Agreement by Seller will not result in the creation of any
security interest, lien, pledge, charge or encumbrance upon the Assets or the
System.

7. Conditions Precedent to Buyer's Obligations. The obligations
of Buyer under this Agreement with respect to the purchase and sale of the
Assets

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shall be subject to the fulfillment on or prior to the Closing Date of each of
the following conditions:

(a) All of the representations and warranties by Seller
contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date. Seller shall have complied with and performed
all of the agreements, covenants and conditions required by this Agreement to
be performed or complied with by it on or prior to the Closing Date.

(b) Seller shall have delivered to Buyer such
instruments, consents and approvals of third parties as are necessary to
transfer the Assets to Buyer pursuant to this Agreement.

(c) The statutory waiting period applicable to this
Agreement and the transactions contemplated hereby under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have been
terminated or shall have expired.

8. Conditions Precedent to Seller's Obligations. The obligations
of Seller under this Agreement with respect to the purchase and sale of the
Assets shall be subject to the fulfillment on or prior to the Closing Date of
each of the following conditions:

(a) The statutory waiting period applicable to this
Agreement and the transactions contemplated hereby under the HSR Act shall have
been terminated or shall have expired.

(b) Buyer shall have delivered the Purchase Price to
Seller in accordance with Paragraph 3 hereof.

9. Closing. The closing hereunder (the "Closing") shall be held
in the offices of Seller, 9697 East Mineral Avenue, Englewood, Colorado 80112,
on

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such date or dates as the parties hereto shall mutually agree (the "Closing
Date"), but in no event after September 30, 1996. At the Closing, all cash,
checks, notes, deeds, bills of sale, certificates of title, assignments and
assumptions and other instruments and documents referred to or contemplated by
this Agreement shall be exchanged by the parties hereto.

10. Brokerage. Seller represents and warrants to Buyer that
Seller will be solely responsible for, and pay in full, any and all brokerage
or finder's fees or agent's commissions or other like payment owing in
connection with Seller's use of any broker, finder or agent in connection with
this Agreement or the transactions contemplated hereby. Buyer represents and
warrants to Seller that Buyer will be solely responsible for, and pay in full,
any and all brokerage or finder's fees or agent's commissions or other like
payment owing in connection with Buyer's use of any broker, finder or agent in
connection with this Agreement or the transactions contemplated hereby. Each
party hereto shall indemnify and hold the other party hereto harmless against
and in respect of any breach by it of the provisions of this Paragraph 10.

11. Miscellaneous.

(a) Buyer shall have the right, upon notice to Seller, to
assign prior to the Closing Date, in whole or in part, its rights and
obligations hereunder to any affiliate of Buyer, including, without limitation,
to any subsidiary of Buyer or other entity controlled by, controlling or under
common control with Buyer, or, subject to Seller's consent, to any other
entity.

(b) From time to time after the Closing Date, Seller
shall, if requested by Buyer, make, execute and deliver to Buyer such
additional assignments, bills of sale, deeds and other instruments of transfer,
as may be

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<PAGE> 9

necessary or proper to transfer to Buyer all of Seller's right, title and
interest in and to the Assets covered by this Agreement. Such efforts and
assistance shall be without cost to Buyer.

(c) This Agreement embodies the entire understanding and
agreement among the parties concerning the subject matter hereof and supersedes
any and all prior negotiations, understandings or agreements in regard thereto.
This Agreement shall be interpreted, governed and construed in accordance with
the laws of the State of Colorado. This Agreement may not be modified or
amended except by an agreement in writing executed by both Buyer and Seller.

(d) Any sales, use, transfer or documentary taxes imposed
in connection with the sale and delivery of the Assets and the rights acquired
by Buyer under this Agreement shall be paid by Buyer.

[EXECUTION PAGE FOLLOWS]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.

CABLE TV JOINT FUND 11,
a Colorado general partnership

By: Cable TV Fund 11-A, Ltd.,
a Colorado limited partnership

By: Cable TV Fund 11-B, Ltd.,
a Colorado limited partnership

By: Cable TV Fund 11-C, Ltd.,
a Colorado limited partnership

By: Cable TV Fund 11-D, Ltd.,
a Colorado limited partnership

By: Jones Intercable, Inc.,
their General Partner

By: /s/ James B. O'Brien
-------------------------
Title: President
----------------------

JONES INTERCABLE, INC.,
a Colorado corporation

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

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<PAGE> 1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of the 5th day of
September, 1995, by and between Jones Spacelink Income Partners 87-1, L.P., a
Colorado limited partnership ("Seller"), and Jones Intercable, Inc., a Colorado
corporation ("Buyer").

RECITALS

A. Seller owns and operates cable television systems in and
around Lodi, Ohio (collectively, the "System").

B. Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the System upon the terms and conditions set forth in this
Agreement.

AGREEMENT

2. Assets.

Exhibit 2.2
<PAGE> 2
end that all of Seller's assets owned on the Closing Date which are used or
owned solely in connection with Seller's ownership or operation of the System
shall be sold and transferred to Buyer (collectively, the "Assets"). The
Assets shall include, without limitation:

(iii) the real property owned and used solely in
connection with the System;

(iv) all accounts receivable of Seller arising in
connection with the System;

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<PAGE> 3

(b) The following properties and assets relating to the
System and its business operations shall be retained by Seller and shall not be
sold, assigned or transferred to Buyer:

(i) cash or cash equivalents on hand or in banks;

(ii) insurance policies and rights and claims
thereunder;

(iv) assets disposed of in the normal course of
business or with the written consent of Buyer between
the date hereof and the Closing Date.

3. Purchase Price. Subject to the adjustments to be made in
accordance with Paragraph 4 hereof, the total purchase price for the Assets
shall

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<PAGE> 4
be $25,706,000 (the "Purchase Price"), which Purchase Price represents the
average of three independent appraisals of the System. The Purchase Price
shall be payable to Seller at Closing in cash, by cashier's check or by wire
transfer of federal funds to a bank or banks designated by Seller.

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<PAGE> 5

6. Seller's Representations. Seller hereby represents and
warrants to Buyer that:

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<PAGE> 6
(a) Seller is a limited partnership duly organized and
validly existing under the laws of the State of Colorado. Seller has all
requisite partnership power and authority to own and operate its properties and
to carry on its business as now and where being conducted.

7. Conditions Precedent to Buyer's Obligations. The obligations
of Buyer under this Agreement with respect to the purchase and sale of the
Assets

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<PAGE> 7

shall be subject to the fulfillment on or prior to the Closing Date of each of
the following conditions:

(b) Seller shall have delivered to Buyer such
instruments, consents and approvals of third parties as are necessary to
transfer the Assets to Buyer pursuant to this Agreement.

(a) The statutory waiting period applicable to this
Agreement and the transactions contemplated hereby under the HSR Act shall have
been terminated or shall have expired.

(b) Buyer shall have delivered the Purchase Price to
Seller in accordance with Paragraph 3 hereof.

9. Closing. The closing hereunder (the "Closing") shall be held
in the offices of Seller, 9697 East Mineral Avenue, Englewood, Colorado 80112,
on

11. Miscellaneous.

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<PAGE> 9

necessary or proper to transfer to Buyer all of Seller's right, title and
interest in and to the Assets covered by this Agreement. Such efforts and
assistance shall be without cost to Buyer.

(d) Any sales, use, transfer or documentary taxes imposed
in connection with the sale and delivery of the Assets and the rights acquired
by Buyer under this Agreement shall be paid by Buyer.

[EXECUTION PAGE FOLLOWS]

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<PAGE> 10
IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.

JONES SPACELINK INCOME
PARTNERS 87-1, L.P.
a Colorado limited partnership

By: Jones Intercable Funds, Inc.,
its General Partner

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

JONES INTERCABLE, INC.,
a Colorado corporation

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

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<PAGE> 1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of the 5th day of
September, 1995, by and between Jones Spacelink Income/Growth Fund 1-A, Ltd., a
Colorado limited partnership ("Seller"), and Jones Intercable, Inc., a Colorado
corporation ("Buyer").

RECITALS

A. Seller owns and operates a cable television system in and
around Ripon, Wisconsin (the "System").

B. Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the System upon the terms and conditions set forth in this
Agreement.

AGREEMENT

2. Assets.

Exhibit 2.3
<PAGE> 2
end that all of Seller's assets owned on the Closing Date which are used or
owned solely in connection with Seller's ownership or operation of the System
shall be sold and transferred to Buyer (collectively, the "Assets"). The
Assets shall include, without limitation:

(iii) the real property owned and used solely in
connection with the System;

(iv) all accounts receivable of Seller arising in
connection with the System;

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<PAGE> 3

(b) The following properties and assets relating to the
System and its business operations shall be retained by Seller and shall not be
sold, assigned or transferred to Buyer:

(i) cash or cash equivalents on hand or in banks;

(ii) insurance policies and rights and claims
thereunder;

(iv) assets disposed of in the normal course of
business or with the written consent of Buyer between
the date hereof and the Closing Date.

3. Purchase Price. Subject to the adjustments to be made in
accordance with Paragraph 4 hereof, the total purchase price for the Assets
shall

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<PAGE> 4
be $3,712,667 (the "Purchase Price"), which Purchase Price represents the
average of three independent appraisals of the System. The Purchase Price
shall be payable to Seller at Closing in cash, by cashier's check or by wire
transfer of federal funds to a bank or banks designated by Seller.

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<PAGE> 5
(c) Seller and Buyer shall jointly determine the
adjustments required by this Paragraph 4 at the Closing. The net amount to
which Buyer or Seller, as the case may be, is entitled pursuant hereto shall be
thereupon paid by Buyer or Seller, as the case may be, by an adjustment to the
Purchase Price. All adjustments made at Closing shall be tentative and shall
be subject to final adjustment within 90 days after Closing.

6. Seller's Representations. Seller hereby represents and
warrants to Buyer that:

7. Conditions Precedent to Buyer's Obligations. The obligations
of Buyer under this Agreement with respect to the purchase and sale of the
Assets

-6-
<PAGE> 7
shall be subject to the fulfillment on or prior to the Closing Date of each of
the following conditions:

(b) Seller shall have delivered to Buyer such
instruments, consents and approvals of third parties as are necessary to
transfer the Assets to Buyer pursuant to this Agreement.

(a) The statutory waiting period applicable to this
Agreement and the transactions contemplated hereby under the HSR Act shall have
been terminated or shall have expired.

(b) Buyer shall have delivered the Purchase Price to
Seller in accordance with Paragraph 3 hereof.

9. Closing. The closing hereunder (the "Closing") shall be held
in the offices of Seller, 9697 East Mineral Avenue, Englewood, Colorado 80112,
on

11. Miscellaneous.

-8-
<PAGE> 9
necessary or proper to transfer to Buyer all of Seller's right, title and
interest in and to the Assets covered by this Agreement. Such efforts and
assistance shall be without cost to Buyer.

(d) Any sales, use, transfer or documentary taxes imposed
in connection with the sale and delivery of the Assets and the rights acquired
by Buyer under this Agreement shall be paid by Buyer.

[EXECUTION PAGE FOLLOWS]

-9-
<PAGE> 10
IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.

JONES SPACELINK INCOME/
GROWTH FUND 1-A, LTD.
a Colorado limited partnership

By: Jones Intercable, Inc.,
its General Partner

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

JONES INTERCABLE, INC.,
a Colorado corporation

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

-10-

<PAGE> 1
PURCHASE AND SALE AGREEMENT

RECITALS

A. Seller owns and operates a cable television system in and
around Lake Geneva, Wisconsin (the "System").

B. Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the System upon the terms and conditions set forth in this
Agreement.

AGREEMENT

2. Assets.

Exhibit 2.4
<PAGE> 2
end that all of Seller's assets owned on the Closing Date which are used or
owned solely in connection with Seller's ownership or operation of the System
shall be sold and transferred to Buyer (collectively, the "Assets"). The
Assets shall include, without limitation:

(iii) the real property owned and used solely in
connection with the System;

(iv) all accounts receivable of Seller arising in
connection with the System;

-2-
<PAGE> 3

(b) The following properties and assets relating to the
System and its business operations shall be retained by Seller and shall not be
sold, assigned or transferred to Buyer:

(i) cash or cash equivalents on hand or in banks;

(ii) insurance policies and rights and claims
thereunder;

(iv) assets disposed of in the normal course of
business or with the written consent of Buyer between
the date hereof and the Closing Date.

3. Purchase Price. Subject to the adjustments to be made in
accordance with Paragraph 4 hereof, the total purchase price for the Assets
shall

-3-
<PAGE> 4
be $6,345,667 (the "Purchase Price"), which Purchase Price represents the
average of three independent appraisals of the System. The Purchase Price
shall be payable to Seller at Closing in cash, by cashier's check or by wire
transfer of federal funds to a bank or banks designated by Seller.

6. Seller's Representations. Seller hereby represents and
warrants to Buyer that:

7. Conditions Precedent to Buyer's Obligations. The obligations
of Buyer under this Agreement with respect to the purchase and sale of the
Assets

-6-
<PAGE> 7
shall be subject to the fulfillment on or prior to the Closing Date of each of
the following conditions:

(b) Seller shall have delivered to Buyer such
instruments, consents and approvals of third parties as are necessary to
transfer the Assets to Buyer pursuant to this Agreement.

(a) The statutory waiting period applicable to this
Agreement and the transactions contemplated hereby under the HSR Act shall have
been terminated or shall have expired.

(b) Buyer shall have delivered the Purchase Price to
Seller in accordance with Paragraph 3 hereof.

9. Closing. The closing hereunder (the "Closing") shall be held
in the offices of Seller, 9697 East Mineral Avenue, Englewood, Colorado 80112,
on

11. Miscellaneous.

(d) Any sales, use, transfer or documentary taxes imposed
in connection with the sale and delivery of the Assets and the rights acquired
by Buyer under this Agreement shall be paid by Buyer.

[EXECUTION PAGE FOLLOWS]

-9-
<PAGE> 10
IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.

JONES SPACELINK INCOME/
GROWTH FUND 1-A, LTD.
a Colorado limited partnership

By: Jones Intercable, Inc.,
its General Partner

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

JONES INTERCABLE, INC.,
a Colorado corporation

By: /s/ James B. O'Brien
-------------------------
Title: President
-------------------------

-10-

<PAGE> 1
EXHIBIT 2.5

ASSET EXCHANGE AGREEMENT

BETWEEN

JONES INTERCABLE, INC.

AND

TIME WARNER ENTERTAINMENT COMPANY, L.P.,

through its division,

TIME WARNER CABLE VENTURES

DATED

September 1, 1995
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
1. CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. EXCHANGE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1 Agreement to Exchange Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Conveyance of the TWE Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 TWCS Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.4 Conveyance of the Jones Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5 Cash Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.6 TWE Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.7 Jones Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.8 Current Items Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.9 Current Items Amount Calculated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.10 TWE Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.11 Jones Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.12 Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.13 Transfer of TWCS Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

3. TWE'S REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.3 System Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.4 No Other Operators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3,5 Title and Condition of Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.6 Franchises, Licenses, and System Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.7 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.9 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.11 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.12 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.13 compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.14 Environmental Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.15 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.16 Non-Infringement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 TWE Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.19 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.20 Tier Penetration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.21 Accuracy of Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.22 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.23 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>

<PAGE> 3
<TABLE>
<S> <C> <C>
4. JONES' REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.3 System Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.4 No Other Operators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.5 Title and Condition of Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.6 Franchises, Licenses, and System Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.7 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.9 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.11 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.12 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.13 Compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.14 Environmental Laws and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.15 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.16 Non-Infringement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.17 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.18 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.19 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.20 Tier Penetration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.21 Accuracy of Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.22 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.23 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

5. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.1 Pre-Closing Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.2 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.3 Title Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.4 Estoppel Certificates Regarding Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.5 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.6 Cooperation in the Obtaining of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.7 HSR Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.8 Leased Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.9 Transitional Billing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.10 Use of Names and Logos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.11 Bulk Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.12 Supplements to Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.13 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.14 Construction of Savannah Headend Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.15 Primestar Distribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.16 Distant Signals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C> <C>
6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.1 Conditions Precedent to TWE's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.2 Conditions Precedent To Jones' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

7. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.1 Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.2 Jones' Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.3 TWE's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

8. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.1 Termination Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

9. SURVIVAL OF REPRESENTATIONS AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.1 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . 46
9.2 TWE's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.3 Jones' Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
9.4 Procedure for Indemnified Third Party Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.5 Limitation on Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.6 Determination of Indemnification Amounts and Related Matters . . . . . . . . . . . . . . . . . . . . 48

10. CONFIDENTIALITY AND PRESS RELEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.2 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

11. BROKERAGE FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

12. CASUALTY LOSSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

13. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.3 Assignment; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
13.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
13.5 Collection of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
13.6 Entire Agreement; Amendments; and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
13.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.9 Schedules and Exhibits; Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.11 Third Parties; Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.12 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.13 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
13.14 Commercially Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>

-iii-
<PAGE> 5
ASSET EXCHANGE AGREEMENT

THIS ASSET EXCHANGE AGREEMENT ("Agreement") is made as of the 1st day of
September, 1995, by and between JONES INTERCABLE, INC., a Colorado corporation
("Jones"), whose U.S. Taxpayer Identification Number is 84-0613514, and TIME
WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"),
whose U.S. Taxpayer Identification Number is 13-3666692, through its division,
Time Warner Cable Ventures.

RECITALS

A. As of Closing, Jones or one or more of its wholly-owned
subsidiaries will own and operate cable television systems that are franchised
or hold other operating authority and operate in and around the communities
listed on Schedule A (each, individually, a "Jones System" and, collectively,
the "Jones Systems").

B. TWE owns and operates a cable television system that is franchised
or holds other operating authority and operates in and around the communities
listed on Schedule B (the "TWE System").

C. This Agreement sets forth the terms and conditions on which TWE
will convey to Jones substantially all of the assets of the TWE System, and
Jones will convey to TWE substantially all of the assets of the Jones Systems,
in such a manner as to effect a like-kind exchange of assets under Section 1031
of the United States Internal Revenue Code, of 1986, as amended.

AGREEMENTS

In consideration of the mutual promises and covenants hereinafter set
forth, TWE and Jones hereby agree as follows:

1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms, whether in singular
or plural form, shall have the following meanings:

1.1 "Assets" means the Jones Assets or the TWE Assets, as the
context requires.

1.2 "Accounts Receivable" means the Jones Accounts Receivable or
the TWE Accounts Receivable, as the context requires.

1.3 "Basic Cable" means the cable television services described
as Basic Service or Standard Service on Schedule 3.3 with respect to the TWE
System and described as Limited Basic, Basic Plus and/or Tier on Schedule 4.3
with respect to each Jones System.
<PAGE> 6
1.4 "Basic Cable Rate" means the fees and charges charged to
subscribers by a System as follows:

1.4.1 Jones Systems:
Hilo $20.19
Lodi $20.83
Kenosha $19.21
Lake Geneva $19.35
Manitowoc $19.86
Ripon $20.66

1.4.2 TWE System:
Savannah $19.11

1.5 "Basic Subscriber" means any individual subscriber of a
System's Basic Cable as of the Closing Date (i) whose payment for service is
not more than 60 days past due from the billing date (provided that a
subscriber's account shall not be considered past due as a result of unpaid
amounts not exceeding $5.00 in respect of (A) customary late charges imposed by
the System and/or (B) disputed amounts); and (ii) who has not given or been
given notice of termination and who, consistent with the System's standing
policy, should not have been given notice of termination.

1.6 "Bulk Subscriber" means any commercial establishment or
multiple dwelling unit that pays a bulk rate for such System's Basic Cable
(either alone or in combination with any other service), provided that such
subscriber (i) has been a bulk subscriber for at least one full month and has
paid at least one month's payment in full without discount, together with any
applicable installation fee; (ii) is not delinquent in any payment for any such
service; and (iii) has not given or been given notice of termination, and,
consistent with the System's disconnect policy for bulk accounts, should not
have been given notice of termination. A Bulk Subscriber shall be deemed to be
delinquent if any part of such subscriber's account with the System is more
than 60 days past due from the first day of the period to which any outstanding
bill relates.

1.7 "Cable Act" means Title VI of the Communications Act of 1934,
as amended, 47 U.S.C. Section 151 et seq., and all other provisions of the
Cable Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable
Television Consumer Protection and Competition Act of 1992, Pub. L. No.
102-385, as such statutes may be amended from time to time, and the rules and
regulations promulgated thereunder.

1.8 "Closing" means the consummation of the transactions
contemplated by this Agreement in accordance with the provisions of Section 7.

1.9 "Closing Date" means the date of Closing.

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1.10 "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations thereunder, or any subsequent legislative
enactment thereof, as in effect from time to time.

1.11 "Consents" means the Jones Consents or the TWE Consents, as
the context requires.

1.12 "Contracts" means leases, private easements, private
rights-of-way, multiple dwelling unit agreements, retransmission consent
agreements, pole attachment agreements, conduit agreements, subscriber
agreements and all other agreements, written or oral (including any amendments
and other modifications thereto).

1.13 "Equivalent Billing Unit" means, with respect to a System,
that number of subscribers, as of any date, calculated by adding (i) the number
of Basic Subscribers of the System and (ii) the number obtained by dividing (A)
the aggregate monthly billings of such System for Basic Cable to Bulk
Subscribers during the last full month ending on or prior to such date by (B)
such System's Basic Cable Rate.

1.14 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and rules and regulations promulgated thereunder and
published interpretations with respect thereto.

1.15 "FCC" means the Federal Communications Commission.

1.16 "Franchises" means the Jones Franchises or the TWE
Franchises, as the context requires.

1.17 "GAAP" means generally accepted accounting principles
consistently applied.

1.18 "Governmental Authority" means (A) the United States of
America, any state, commonwealth, territory, or possession thereof and any
political subdivision or quasi-governmental authority of any of the same,
including but not limited to courts, tribunals, departments, commissions,
boards, bureaus, agencies, counties, municipalities, provinces, parishes, and
other instrumentalities, and (B) any foreign (as to the United States of
America) sovereign entity, including but not limited to nations, states,
republics, kingdoms and principalities, any state, province, commonwealth,
territory or possession thereof, and any political subdivision,
quasi-governmental authority, or instrumentality of any of the same.

1.19 "Hazardous Substances" means (i) any "hazardous waste" as
defined by the Resources Conservation and Recovery Act of 1976 ("RCRA") (U.S.C.
Section 6901 et seq.), as amended, and rules and regulations promulgated
thereunder; (ii) any "hazardous substance" as defined by the Comprehensive
Environmental Response,

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<PAGE> 8
Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.)
("CERCLA"), as amended, and rules and regulations promulgated thereunder; (iii)
any substance regulated by the Toxic Substances Act ("TSCA") (42 U.S.C. Section
2601 et seq.), as amended, and rules and regulations promulgated thereunder;
(iv) asbestos; (v) polychlorinated biphenyls; (vi) any substances regulated
under the provisions of Subtitle I of RCRA relating to underground storage
tanks; (vii) any substance the presence, use, treatment, storage or disposal of
which on the Real Property is prohibited by any Legal Requirements; and (viii)
any other substance which by any Legal Requirements require special handling,
reporting or notification of any Governmental Authority in its collection,
storage, use, treatment, or disposal.

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

1.21 "Jones Accounts Receivable" means the rights of Jones to
payment for services rendered by Jones prior to the Closing Date in connection
with the operation of the Jones Systems, as reflected on the billing records of
Jones.

1.22 "Jones Consents" means all of the consents, permits or
approvals of third parties necessary to transfer the Jones Assets to TWE or
otherwise to consummate lawfully the transactions contemplated hereby.

1.23 "Jones Contracts" means all (i) Contracts to which Jones is a
party and which affect the Jones Assets or the business or operations of the
Jones Systems, including, but not limited to, those listed on Schedule 4.6 in
accordance with Section 4.6, (ii) Contracts identified in Section 4.6(i), (ii)
or (iii) other than vehicle leases or employee-related Contracts and (iii) any
agreement described in (i) above entered into by Jones in the ordinary course
of business and as permitted by this Agreement between the date hereof and the
Closing Date which would have been listed on Schedule 4.6 had they been in
existence on the date hereof and which TWE agrees in writing to assume.

1.24 "Jones Franchises" means all municipal, county, and state
franchises, franchise applications (if any), authorizations and permits
relating to the Jones Systems, other than the Jones licenses.

1.25 "Jones Licenses" means all domestic satellite, business
radio, CARS, microwave and other licenses, and all authorizations and permits
relating to the Jones Systems granted to Jones by any Governmental Authority,
except the Jones Franchises or any public easements or rights-of-way related
thereto.

1.26 "Jones Personal Property" means all of the equipment, plant,
inventory, spare parts, supplies and other tangible personal property which are
owned or leased by Jones and used or useful as of the date hereof in the
conduct of the business

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<PAGE> 9
or operations of the Jones Systems, other than the Jones Excluded Assets, plus
such additions thereto and deletions therefrom arising in the ordinary course
of business and as permitted by this Agreement between the date of this
Agreement and the Closing Date.

1.27 "Jones Real Property" means all of the fee estates and
buildings and other improvements thereon, leasehold interests in real estate,
private easements, private rights to access, private rights-of-way, and other
real property interests which are owned or leased by Jones and used or useful
as of the date hereof in the conduct of the business or operations of the Jones
Systems, other than the Jones Excluded Assets, plus such additions thereto and
deletions therefrom arising in the ordinary course of business and permitted by
this Agreement between the date of this Agreement and the Closing Date.

1.28 "Judgment" means any judgment, writ order, injunction, award
or decree of any court judge, justice or magistrate, including any bankruptcy
court or judge, and any order of or by any Governmental Authority.

1.29 "knowledge" of any Person of or with respect to any matter
means that such Person (if a natural person) or any of the system managers of
such Person (if not a natural Person) has actual awareness or knowledge of such
matter.

1.30 "Legal Requirements" means applicable common law and any
statute, ordinance, code or other law, rule, regulation, order, technical or
other standard, requirement or procedure enacted, adopted, promulgated, applied
or followed by any Governmental Authority, including Judgments.

1.31 "Licenses" means the Jones Licenses or the TWE Licenses, as
the context requires.

1.32 "Lien" means any security agreement, financing statement
filed with any Governmental Authority, conditional sale or other title
retention agreement, any lease, consignment or bailment given for purposes of
security, any Hen, mortgage, indenture, pledge, option, encumbrance, adverse
interest, constructive trust or other trust, claim, attachment, exception to or
defect in title or other ownership interest (including but not limited to
reservations, rights of entry, possibilities of reverter, encroachments,
easement, rights-of-way, restrictive covenants, leases and licenses) of any
kind, which otherwise constitutes an interest in or claim against property,
whether arising pursuant to any Legal Requirement, System Contract or
otherwise.

1.33 "Litigation" means any claim, action, suit proceeding,
arbitration, investigation, hearing or other activity or procedure that could
result in a Judgment, and any notice of any of the foregoing.

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<PAGE> 10
1.34 "Losses" means any claims, losses, liabilities, damages,
Liens, penalties, costs, and expenses, including but not limited to interest
which may be imposed in connection therewith, expenses of investigation,
reasonable fees and disbursements of counsel and other experts, and the cost to
any Person making a claim or seeking indemnification under this Agreement with
respect to funds expended by such Person by reason of the occurrence of any
event with respect to which indemnification is sought, but shall in no event
include incidental or consequential damages.

1.35 "Person" means any natural person, Governmental Authority,
corporation, general or limited partnership, joint venture, trust, association
or unincorporated entity of any kind.

1.36 "Personal Property" means the Jones Personal Property or the
TWE Personal Property, as the context requires.

1.37 "Real Property" means the Jones Real Property or the TWE Real
Property, as the context requires.

1.38 "System" means a Jones System or the TWE System, as the
context requires.

1.39 "System Contract" means a Jones Contract or a TWE Contract,
as the context requires.

1.40 "Taxes" means all levies and assessments of any kind or
nature imposed by any Governmental Authority, including but not limited to all
income, sales, use, ad valorem, value added, franchise, severance, net or gross
proceeds, withholding, payroll, employment, excise or property taxes, together
with any interest thereon and any penalties, additions to tax or additional
amounts applicable thereto.

1.41 "Transaction Documents" means all instruments and documents
executed and delivered by TWE, TWCS or Jones or any officer, director or
affiliate of either of them in connection with this Agreement or the
transactions contemplated hereby.

1.42 "TWE Accounts Receivable" means the rights of TWE to payment
for services rendered by TWE prior to the Closing Date in connection with the
operation of the TWE System as reflected on the billing records of TWE.

1.43 "TWE Consents" means all of the consents, permits or
approvals of third parties necessary to transfer the TWE Assets to Jones or
otherwise to consummate lawfully the transactions contemplated hereby.

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<PAGE> 11
1.44 "TWE Contracts" means all (i) Contracts to which TWE is a
party and which affect the TWE Assets or the business or operations of the TWE
System, including, but not limited to, those listed on Schedule 3.6 in
accordance with Section 3.6, (ii) Contracts identified in Section 3.6(i), (ii)
or (iii) other than vehicle leases or employee-related Contracts and (iii) any
agreement described in (i) above entered into by TWE in the ordinary course of
business and as permitted by this Agreement between the date hereof and the
Closing Date which would have been listed on Schedule 3.6 had they been in
existence on the date hereof and which Jones agrees in writing to assume.

1.45 "TWE Franchises" means all municipal, county, and state
franchises, franchise applications (if any), authorizations and permits
relating to the TWE System, other than the TWE Licenses.

1.46 "TWE Licenses" means all domestic satellite, business radio,
CARS, microwave and other licenses, and all authorizations and permits relating
to the TWE System granted to TWE by any Governmental Authority, except the TWE
Franchises or any public easements or rights-of-way related thereto.

1.47 "TWE Personal Property" means all of the equipment, plant,
inventory, spare parts, supplies and other tangible personal property which are
owned or leased by TWE and used or useful as of the date hereof in the conduct
of the business or operations of the TWE System, other than the TWCS Assets and
the TWE Excluded Assets, plus such additions thereto and deletions therefrom
arising in the ordinary course of business and as permitted by this Agreement
between the date of this Agreement and the Closing Date.

1.48 "TWE Real Property" means all of the fee estates and
buildings and other improvements thereon, leasehold interests in real estate,
private easements, private rights to access, private rights-of-way, and other
real property interests which are owned or leased by TWE and used or useful as
of the date hereof in the conduct of the business or operations of the TWE
System, other than the TWE Excluded Assets, plus such additions thereto and
deletions therefrom arising in the ordinary course of business and permitted by
this Agreement between the date of this Agreement and the Closing Date.

1.49 List of Additional Definitions. The following is a list of
additional terms used in this Agreement and a reference to the Section hereof
in which such term is defined:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Acquired Jones Broadcast Contracts 2.7.2
Acquired TWE Broadcast Contracts 2.6.2
Adjustment Time 2.8
</TABLE>

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<PAGE> 12
<TABLE>
<S> <C>
Cash Purchase Price 2.5
Current Items Amount 2.8
Estoppel Certificates 5.4
Final Adjustment Certificate 2.9
Hired Employee 5.5
Indemnitee 9.4
Indemnitor 9.4
Initial Adjustment Certificate 2.9
Initial Indemnification Claim Date 9.5
Jones Preamble
Jones Assets 2.4
Jones Assumed Liabilities 2.11
Jones Assumption Agreement 7.2.11
Jones Balance Sheet 4.11.1
Jones Broadcast Contracts 2.7.2
Jones Excluded Assets 2.7
Jones Subscriber Adjustment Amount 2.8.4
Jones System(s) Recitals
Non-Hired Employee 5.5
Outside Closing Date 7.1
Permitted Liens 5.3
Savannah Headend Building 5.14
Title Commitments 5.3
Title Defect 5.3
Transitional Billing Services 5.8
TWCS 2.2
TWCS Assets 2.3
TWE Preamble
TWE Assets 2.2
TWE Assumed Liabilities 2.10
TWE Assumption Agreement 7.2.12
TWE Balance Sheet 3.11.1
TWE Broadcast Contracts 2.6.2
TWE Excluded Assets 2.6
TWE Subscriber Adjustment Amount 2.8.4
TWE System Recitals
</TABLE>

2. EXCHANGE OF ASSETS.

2.1 Agreement to Exchange Assets. Subject to the terms and
conditions set forth in this Agreement, at Closing TWE and Jones shall effect
an exchange of Assets as set forth below.

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<PAGE> 13
2.2 Conveyance of the TWE Assets. TWE shall (i) cause TW Cable
Service Co. ("TWCS"), or such other entity as TWE may designate in writing at
least five days prior to the Closing Date, to convey, assign, transfer and
deliver to Jones, free and clear of all Liens (except Liens for ad valorem
Taxes not yet due and payable), and with full warranties of title and with full
substitution and subrogation to all rights and actions of warranty against all
preceding owners, the TWCS Assets and (ii) convey, assign, transfer and deliver
to Jones, free and clear of all Liens (except Liens for ad valorem Taxes not
yet due and payable), and with full warranties of title and with full
substitution and subrogation to all rights and actions of warranty against all
preceding owners, the following described tangible and intangible assets used
or useful in connection with the conduct of the business or operations of the
TWE System (the "TWE Assets"):

2.2.1 The TWE Personal Property;

2.2.2 the TWE Real Property, subject also to Permitted
Liens;

2.2.3 the TWE Franchises;

2.2.4 the TWE Contracts;

2.2.5 the TWE Accounts Receivable;

2.2.6 the TWE Licenses;

2.2.7 All of TWE's proprietary information, technical
information and data, machinery and equipment warranties, maps, computer disks
and tapes, plans, diagrams, blueprints and schematics relating to the TWE
System including filings with the FCC, other than as any of the foregoing
relate to the TWE Excluded Assets;

2.2.8 All books and records relating to the business or
operations of the TWE System, including executed copies of the TWE Contracts
and correspondence relating to retransmission agreements and must-carry
elections, subject to the right of TWE to have such books and records made
available to TWE for a reasonable period, not to exceed three years from the
Closing Date;

2.2.9 The goodwill and going concern value generated by
TWE with respect to the TWE System, if any; and

2.2.10 All intangible assets of TWE relating to the TWE
System not specifically described above.

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2.3 TWCS Assets. "TWCS Assets" means all of the tangible and
intangible assets used or useful in connection with the conduct of the business
or operations of the TWE System that are owned by TWCS, consisting only of the
following, all of which are described on Schedule 2.3: all earth satellite
receive stations and related equipment, antennae, satellite dishes and
intangible domestic satellite receive only (TVRO) registrations.

2.4 Conveyance of the Jones Assets. Jones shall convey, assign,
transfer and deliver to TWE (or, in the case of Jones Assets which are earth
satellite receive stations and related equipment, antennae, satellite dishes
and intangible domestic satellite receive only (TVRO) registrations, to TWCS or
such other entity as TWE may designate in writing at least five days prior to
the Closing Date), free and clear of all Liens (except Liens for ad valorem
Taxes not yet due and payable), and with full warranties of title and with full
substitution and subrogation to all rights and actions of warranty against all
preceding owners, the following described tangible and intangible assets used
or useful in connection with the conduct of the business or operations of the
Jones Systems (the "Jones Assets"):

2.4.1 The Jones Personal Property;

2.4.2 the Jones Real Property, subject also to Permitted
Liens;

2.4.3 the Jones Franchises;

2.4.4 the Jones Contracts;

2.4.5 the Jones Accounts Receivable;

2.4.6 the Jones Licenses;

2.4.7 All of Jones' proprietary information, technical
information and data, machinery and equipment warranties, maps, computer disks
and tapes, plans, diagrams, blueprints and schematics relating to the Jones
Systems, including filings with the FCC, other than as any of the foregoing
relate to the Jones Excluded Assets;

2.4.8 All books and records relating to the business or
operations of the Jones Systems, including executed copies of the Jones
Contracts and correspondence relating to retransmission agreements and
must-carry elections, subject to the right of Jones to have such books and
records made available to Jones for a reasonable period, not to exceed three
years from the Closing Date;

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2.4.9 The goodwill and going concern value generated by
Jones with respect to the Jones Systems, if any; and

2.4.10 All intangible assets of Jones relating to the Jones
Systems not specifically described above.

2.5 Cash Purchase Price. TWE will pay to Jones, by wire transfer
of immediately available funds, to such account or accounts as are designated
in writing by Jones to TWE, the sum of $4,000,000 (the "Cash Purchase Price"),
reflecting the agreed-upon difference in fair market value between the TWE
Assets and the Jones Assets.

2.6 TWE Excluded Assets. The following assets shall not be
transferred to Jones by TWE and are specifically excluded from the Assets ("TWE
Excluded Assets"):

2.6.1 TWE's cash on hand as of the Closing Date and all
other cash in any of TWE's bank or savings accounts, any and all insurance
policies, construction and performance bonds, intercompany receivables with
respect to any affiliate of TWE, letters of credit or other similar items and
any cash surrender value in regard thereto, and any stocks, bonds, certificates
of deposit and similar investments;

2.6.2 Any Contracts other than the TWE Contracts; all
programming Contracts relating to the TWE System; any retransmission consents
or will carry Contracts which TWE maintains with respect to the TWE System,
including without limitation, those listed on Schedule 2.6.2 (collectively, the
"TWE Broadcast Contracts"), except as otherwise agreed by Jones pursuant to
written notice to TWE given no later than ten days prior to the Closing Date to
the effect that the Contracts named in such notice are to be included in the
TWE Contracts to be transferred to Jones at the Closing (the "Acquired TWE
Broadcast Contracts"); provided that Jones may not designate as Acquired TWE
Broadcast Contracts any TWE Broadcast Contracts which relate to broadcast
stations which are carried by cable television systems other than the TWE
System; and provided further that TWE shall have no obligation to obtain
consents to the assignment of the Acquired TWE Broadcast Contracts to Jones
unless Jones notifies TWE within 45 days after the date hereof that such
Contracts shall be included in the Acquired TWE Broadcast Contracts to be
transferred to Jones at Closing;

2.6.3 Any books and records that TWE is required by law to
retain, subject to the right of Jones to have access to and to copy for a
reasonable period, not to exceed three years from the Closing Date, and TWE's
minute books and other books and records related to internal matters and
financial relationships with TWE's lenders;

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2.6.4 Any claims, rights and interests in and to any
refunds of federal, state or local franchise, income or other taxes or fees for
periods prior to the Closing Date;

2.6.5 Subject to Section 5.10, the trademarks, trade
names, service marks and all other information and similar intangible assets
relating to TWE or the TWE System; and

2.6.6 The rights, assets and properties described on
Schedule 2.6.

2.7 Jones Excluded Assets. The following assets shall not be
transferred to TWE by Jones and are specifically excluded from the Assets
("Jones Excluded Assets"):

2.7.1 Jones' cash on hand as of the Closing Date and all
other cash in any of Jones' bank or savings accounts, any and all insurance
policies, construction and performance bonds, intercompany receivables with
respect to any affiliate of Jones, letters of credit or other similar items and
any cash surrender value in regard thereto, and any stocks, bonds, certificates
of deposit and similar investments;

2.7.2 Any Contracts other than the Jones Contracts; all
programming Contracts relating to the Jones Systems; any retransmission
consents or will carry Contracts which Jones maintains with respect to the
Jones Systems, including without limitation, those listed on Schedule 2.7.2
(collectively the "Jones Broadcast Contracts"), except as otherwise agreed by
TWE pursuant to written notice given no later than ten days prior to the
Closing Date to the effect that the Contracts named in such notice are to be
included in the Jones Contracts to be transferred to TWE at the Closing (the
"Acquired Jones Broadcast Contracts"); provided that TWE may not designate as
Acquired Jones Broadcast Contracts any Jones Broadcast Contracts which relate
to broadcast stations which are carried by cable television systems other than
the Jones Systems; and provided further that Jones shall have no obligation to
obtain consents to the assignment of the Acquired Jones Broadcast Contracts to
TWE unless TWE notifies Jones within 45 days after the date hereof that such
Contracts shall be included in the Acquired Jones Broadcast Contracts to be
transferred to TWE at Closing;

2.7.3 Any books and records that Jones is required by law
to retain, subject to the right of TWE to have access to and to copy for a
reasonable period, not to exceed three years from the Closing Date, and Jones'
corporate minute books and other books and records related to internal
corporate matters and financial relationships with Jones' lenders;

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2.7.4 Any claims, rights and interests in and to any
refunds of federal, state or local franchise, income or other taxes or fees for
periods prior to the Closing Date;

2.7.5 Subject to Section 5.10, the trademarks, trade
names, service marks and all other information and similar intangible assets
relating to Jones or the Jones Systems; and

2.7.6 The rights, assets and properties described on
Schedule 2.7.

2.8 Current Items Amount. TWE or Jones, as appropriate, shall pay
to the other the net amount in favor of the other of the adjustments and
prorations effected pursuant to Sections 2.8.1, 2.8.2, 2.8.3 and 2.8.4 below
(the "Current Items Amount"). The adjustments provided for herein shall be made
as of the close of business (5:00 p.m., eastern standard time) on the Closing
Date (the "Adjustment Time").

2.8.1 Accounts Receivable.

(i) TWE shall be entitled to an amount equal to
the sum of (A) 90% of the face amount of all TWE Accounts Receivable that are
current or 30 days or less past due as of the Adjustment Time, plus (B) 80% of
the face amount of all TWE Accounts Receivable that are between 31 days and 60
days past due as of the Adjustment Time.

(ii) Jones shall be entitled to an amount equal
to the sum of (A) 90% of the face amount of all Jones Accounts Receivable that
are current or 30 days or less past due as of the Adjustment Time, plus (B) 80%
of the face amount of all Jones Accounts Receivable that are between 31 days
and 60 days past due as of the Adjustment Time.

For purposes of the foregoing, an Account Receivable shall be deemed "past due"
when the payment due under an original monthly billing statement of TWE or
Jones, as applicable, has not been received by the System within 30 days
following the date of such original monthly billing statement.

2.8.2 Advance Payments and Deposits. TWE and Jones each
shall be entitled to an amount equal to the aggregate of (A) all deposits of
subscribers of the other's Systems for converters, decoders, and similar items,
and (B) all payments for services to be rendered by it to subscribers of the
other's Systems after the Adjustment Time, or for other services to be rendered
by it to other third parties after the Adjustment Time for cable television
commercials, channel leasing, or other services or rentals, to the extent all
obligations of the other party related thereto are assumed by it at Closing.

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2.8.3 Expenses. As of the Adjustment Time, the following
expenses relating to each party's Systems shall be prorated, in accordance with
GAAP, so that, with respect to the TWE System, all expenses for periods prior
to the Adjustment Time shall be for the account of TWE, and all expenses for
periods after the Adjustment Time shall be for the account of Jones and, with
respect to the Jones Systems, all expenses for periods prior to the Adjustment
Time shall be for the account of Jones, and all expenses for periods after the
Adjustment Time shall be for the account of TWE: (i) all payments and charges
under the Franchises, the Licenses, and the System Contracts; (ii) Taxes levied
or assessed against any of the Assets; (iii) Taxes, if any, payable with
respect to cable television service and related sales to subscribers of the
Systems; (iv) charges for utilities and other goods or services furnished to
the Systems; (v) copyright fees based on signal carriage by the Systems; and
(vi) all other items of expense relating to the Systems; provided, however,
that TWE and Jones shall not prorate any items of expense payable under any
Excluded Assets, all of which shall remain and be solely for the account of TWE
and Jones, respectively.

2.8.4 Subscriber Adjustment. (i) Jones shall be entitled
to an amount equal to the sum of (A) $1,900 for each Equivalent Billing Unit
less than 62,692 served by the TWE System, calculated as of the Closing Date
(the "TWE Subscriber Adjustment Amount").

(ii) TWE shall be entitled to an amount equal to
the sum of (A) $1,524 for each Equivalent Billing Unit less than 10,323 served
by the Jones System operating in and around Manitowoc, Wisconsin, (B) $1,373
for each Equivalent Billing Unit less than 2,705 served by the Jones System
operating in and around Ripon, Wisconsin, (C) $1,635 for each Equivalent
Billing Unit less than 3,881 served by the Jones System operating in and around
Lake Geneva, Wisconsin, (D) $1,611 for each Equivalent Billing Unit less than
26,819 served by the Jones System operating in and around Kenosha, Wisconsin,
(E) $1,624 for each Equivalent Billing Unit less than 17,490 served by the
Jones System operating in and around Hilo, Hawaii, and (F) $1,762 for each
Equivalent Billing Unit less than 14,589 served by the Jones System operating
in and around Lodi, Ohio, in each case calculated as of the Closing Date. If TWE
is entitled to receive an adjustment pursuant to the foregoing sentence (the
"Jones Subscriber Adjustment Amount"), then Jones shall be entitled to an
amount equal to the sum of (u) $1,524 for each Equivalent Billing Unit over
10,323 served by the Manitowoc System, (v) $1,373 for each Equivalent Billing
Unit over 2,705 served by the Ripon System, (w) $1,635 for each Equivalent
Billing Unit over 3,881 served by the Lake Geneva System (x) $1,611 for each
Equivalent Billing Unit over 26,819 served by the Kenosha System, (y) $1,624
for each Equivalent Billing Unit over 17,490 served by the Hilo System, and (z)
$1,762 for each Equivalent Billing Unit over 14,589 served by the Lodi System,
up to a maximum of the Jones Subscriber Adjustment Amount.

2.9 Current Items Amount Calculated. The Current Items Amount, as
it relates to each party's Systems, shall be estimated in good faith by TWE and
Jones

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<PAGE> 19
with respect to their respective Systems, and set forth, together with a
detailed statement of the calculation thereof, in a certificate (the "Initial
Adjustment Certificate") executed by a duly authorized representative of TWE or
Jones, as applicable, and delivered to the other party not later than ten days
prior to Closing. Each party shall use reasonable efforts to keep the other
informed during its preparation of the Initial Adjustment Certificate. If
accepted by the other party, each party's Initial Adjustment Certificate shall
constitute the basis on which the Current Items Amount is calculated for
purposes of Closing. At Closing, the party against whose favor the estimated
Current Items Amount is so determined shall pay to the other the estimated
Current Items Amount. Within 90 days after Closing, TWE and Jones shall each
deliver to the other a certificate (the "Final Adjustment Certificate") showing
in full detail the final determination of the Current Items Amount, which
certificate shall be accompanied by appropriate documentation supporting the
adjustments proposed in such certificate, and which shall be executed by an
officer of TWE or Jones, as appropriate. Not later than 30 days after TWE and
Jones shall have finally agreed upon the Current Items Amount, TWE or Jones, as
appropriate, shall pay to the other the amount by which the Current Items
Amount as finally determined differs from the Current Items Amount as estimated
in the Initial Adjustment Certificate.

2.10 TWE Assumption of Liabilities. As of the Closing Date, TWE
shall assume, pay, discharge, and perform the following (the "TWE Assumed
Liabilities"): (i) all liabilities and obligations with respect to acts,
omissions or events occurring subsequent to the Closing Date under any Jones
Franchise, Jones License, or Jones Contract; (ii) other obligations and
liabilities of Jones only to the extent that there shall be an adjustment in
favor of TWE with respect thereto pursuant to Section 2.8; and (iii) all
obligations and liabilities arising out of TWE's ownership of the Jones Assets
or operation of the Jones Systems after the Closing Date. All debts,
liabilities, and obligations arising out of or relating to the Jones Assets or
the operation of the Jones Systems other than the TWE Assumed Liabilities shall
remain and be the obligations and liabilities solely of Jones.

2.11 Jones Assumption of Liabilities. As of the Closing Date,
Jones shall assume, pay, discharge, and perform the following (the "Jones
Assumed Liabilities"): (i) all liabilities and obligations with respect to
acts, omissions or events occurring subsequent to the Closing Date under any
TWE Franchise, TWE license, or TWE Contract; (ii) other obligations and
liabilities of TWE or TWCS only to the extent that there shall be an adjustment
in favor of Jones with respect thereto pursuant to Section 2.8; and (iii) all
obligations and liabilities arising out of Jones' ownership of the TWE Assets
or the TWCS Assets, or out of the operation of the TWE System after the Closing
Date. All debts, liabilities, and obligations arising out of or relating to the
TWE Assets, the TWCS Assets or the operation of the TWE System other than the
Jones Assumed Liabilities shall remain and be the obligations and liabilities
solely of TWE or TWCS, as applicable.

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<PAGE> 20
2.12 Exchange. Except as provided in Section 2.13, the TWE Assets
shall be transferred and given by TWE, and the TWCS Assets shall be caused to
be transferred and given by TWCS, to Jones in exchange or consideration for the
Jones Assets, and the Jones Assets shall be transferred and given by Jones to
TWE and TWCS in exchange or consideration for the TWE Assets and the TWCS
Assets.

2.13 Transfer of TWCS Assets. TWE shall have the right, but not
the obligation, to acquire the TWCS Assets prior to Closing. If TWE so acquires
the TWCS Assets, TWE shall convey to Jones the TWCS Assets by means of the Bill
of Sale in the form of Exhibit F and Jones shall convey all of the Jones Assets
to TWE.

3. TWE'S REPRESENTATIONS.

TWE represents, warrants, covenants and agrees to and with Jones as
follows:

3.1 Organization and Qualification. TWE is a limited partnership
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has all requisite power and authority to own and lease
the properties and assets it currently owns and leases and to conduct its
activities and to carry on its business as such activities and business are
currently conducted. TWE is duly qualified to do business as a foreign
partnership and is in good standing in all jurisdictions in which the ownership
or leasing of the TWE Assets or the nature of its activities in connection with
the TWE System makes such qualification necessary, except any such jurisdiction
where the failure to be so qualified and in good standing would not have a
material adverse effect on the validity, binding effect or enforceability of
this Agreement, or on the ability of TWE to perform its obligations under this
Agreement.

3.2 Authorization. TWE has full partnership power and authority
to execute, deliver, and perform this Agreement and to consummate the
transactions contemplated in this Agreement. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated in this Agreement on the part of TWE have been duly and validly
authorized and approved by all necessary action on the part of TWE and its
general partners. This Agreement has been duly and validly executed and
delivered by TWE, and is the valid and binding obligation of TWE, enforceable
against TWE in accordance with its terms.

3.3 System Information. Schedule 3.3 sets forth a materially true
and accurate description of the following information as of the dates set forth
on such Schedule:

3.3.1 the number of miles of activated aerial and
underground plant included in the TWE Assets;

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3.3.2 the minimum number of passings of the TWE System and
the approximate number of Equivalent Billing Units served by the TWE System;

3.3.3 a description of the basic and tier services
available from the TWE System, the rates charged by TWE for each, together with
the approximate number of subscribers receiving each of the services, and any
other charges by TWE for services to subscribers;

3.3.4 with respect to each Bulk Subscriber:

(i) the name and address of, and, if applicable,
the number of units in, each such establishment, building, condominium, hotel
or motel which is served by the TWE System; and

(ii) a description of the cable television
services delivered to each such establishment, building, condominium, hotel or
motel on a bulk basis and the monthly rates charged for each such service; and

3.3.5 the channel and megahertz capacity of the TWE
System, the stations and channels carried by the TWE System, the channel
position of each such signal and station, and all frequencies utilized by the
TWE System.

3.4 No Other Operators. Except as described on Schedule 3.4 and
other than direct broadcast satellite services, (i) the TWE System is the only
multiple channel operator presently serving the communities which it serves,
(ii) to the best of TWE's knowledge, no other multiple channel operator is
presently contemplated by any person in the communities now served by the TWE
System, and (iii) no franchises or other authorizations other than the TWE
Franchises have been issued with respect to the communities served by the TWE
System.

3.5 Title and Condition of Personal Property. Schedule 3.5
contains a complete description of all material items of TWE Personal Property,
other than the Excluded Assets. The TWE Personal Property, together with the
TWCS Assets, constitutes all personal property necessary to conduct lawfully
and properly the business or operations of the TWE System as now conducted.
Except as described in Schedule 3.5, TWE has good and marketable title to all
of the TWE Personal Property, free and clear of all liens, except ad valorem
Taxes not yet due and payable. All the TWE Personal Property is in good working
order and repair, ordinary wear and tear excepted.

3.6 Franchises, Licenses, and System Contracts. Schedule 3.6
contains a description of all of the TWE Franchises, TWE licenses and TWE
Contracts, except for: (i) subscription agreements with individual residential
subscribers for the cable services provided by the Systems in the ordinary
course of business which may be

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<PAGE> 22
cancelled by the Systems without penalty on not more than 30 days notice; (ii)
miscellaneous service contracts terminable at will without penalty; (iii) other
TWE Contracts not involving either aggregate liabilities under all such TWE
Contracts exceeding $25,000 or any material nonmonetary obligation; (iv)
programming agreements; and (v) Contracts described on Schedule 2.6 or Schedule
2.6.2. TWE has delivered to Jones true and complete copies of each of the TWE
Franchises, TWE Licenses, and written TWE Contracts, including any amendments
thereto, other than TWE Contracts described in clauses (i), (ii), (iii) and
(iv) above and motor vehicle leases. Except as described on Schedule 3.6: (i)
each of the TWE Franchises, TWE licenses, and TWE Contracts is valid, in full
force and effect, and enforceable in accordance with its terms against the
parties thereto other than TWE, and TWE has fulfilled when due, or has taken
all action necessary to enable it to fulfill when due, all of its obligations
thereunder; (ii) there has not occurred any default (without regard to lapse of
time, the giving of notice, the election of any Person other than TWE, or any
combination thereof) by TWE nor, to the knowledge of TWE, has there occurred
any default (without regard to lapse of time, the giving of notice, the
election of TWE, or any combination thereof) by any Person other than TWE under
any of the TWE Franchises, TWE licenses, or TWE Contracts; and (iii) neither
TWE nor, to the knowledge of TWE, any other Person is in arrears in the
performance or satisfaction of its obligations under any of the TWE Franchises,
TWE Licenses, or TWE Contracts, and no waiver or indulgence has been granted by
any of the parties thereto. Except as described on Schedule 3.6, the TWE
Franchises, TWE licenses, and TWE Contracts are sufficient to permit TWE to
operate the TWE System lawfully in the manner in which they are currently
operated.

3.7 No Conflicts; Consents. Except as described on Schedule 3.7
or on any other Schedule to this Agreement, the execution, delivery, and
performance by TWE of this Agreement does not and will not: (i) violate any
provision of any Legal Requirement; (ii) conflict with or violate any provision
of the certificate of limited partnership or agreement of limited partnership
of TWE; (iii) conflict with, violate, result in a breach of, constitute a
default under (without regard to requirements of notice, lapse of time, or
elections of other Persons, or any combination thereof), accelerate, or permit
the acceleration of the performance required by, any TWE Contract; (iv) result
in the creation or imposition of any lien against or upon any of the TWE
Assets; or (v) require any consent, approval, or authorization of, or filing of
any certificate, notice, application, report, or other document with, any
Governmental Authority or other Person.

3.8 Litigation. Except as described on Schedule 3.8, (i) there is
no outstanding Judgment against TWE requiring TWE to take any action of any
kind with respect to the TWE Assets or the operation of the TWE System, or to
which the TWE System or the TWE Assets are subject or by which they are bound
or affected; and (ii) there is no litigation pending or, to TWE's knowledge,
threatened, against TWE that individually or in the aggregate might result in
any materially adverse change in the

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<PAGE> 23
financial condition or operation of the TWE System or materially and adversely
affect the TWE Assets or the ability of TWE to perform its obligations under
this Agreement. Except as described on Schedule 3.8, there are no proceedings
pending to which TWE is a party or, to TWE's knowledge, threatened, nor have
any demands been made by any Governmental Authority, utility, pole lessor, or
other party, which seeks or could result in the termination, modification,
suspension or limitation of TWE's rights or obligations with respect to the TWE
Franchises, TWE Licenses, or material TWE Contracts.

3.9 Employment Matters.

3.9.1 Neither TWE nor any Employee Benefit Plan or, to
TWE's knowledge, any Multiemployer Plan (as those terms are defined in ERISA)
maintained by TWE or to which TWE has or has had the obligation to contribute
in respect of any TWE employees that render services in connection with the TWE
System is in violation of the provisions of ERISA; no reportable event, within
the meaning of ERISA, Section 4043 (c)(1), (2), (3), (5), (6), (7), (10) or
(13), has occurred and is continuing with respect to any such Employee Benefit
Plan or, to TWE's knowledge, any such Multiemployer Plan; and no prohibited
transaction, within the meaning of Title I of ERISA, has occurred with respect
to any such Employee Benefit Plan or, to TWE's knowledge, any such
Multiemployer Plan.

3.9.2 There are no collective bargaining agreements
applicable to any TWE employees that render services in connection with the TWE
System, and TWE has no duty to bargain with any labor organization with respect
to any such persons. There is not pending any demand for recognition or any
other request or demand from a labor organization for representative status
with respect to any Persons employed by TWE that render services in connection
with the TWE System.

3.9.3 Schedule 3.9 contains a true and complete list of
names, positions and rates of compensation of all employees of the TWE System.
With respect to any Persons employed by TWE that render services in connection
with the TWE System TWE is in compliance with all applicable Legal Requirements
respecting employment conditions and practices, has withheld all amounts
required by any applicable Legal Requirements or TWE Contracts to be withheld
from wages or salaries, and is not liable for any arrears of wages or any taxes
or penalties for failure to comply with any of the foregoing.

3.9.4 With respect to any Persons employed by TWE that
render services in connection with the TWE System, (i) TWE has not engaged in
any unfair labor practice within the meaning of the National Labor Relations
Act and has not violated any Legal Requirements prohibiting discrimination on
the basis of race, color, national origin, sex, religion, age, marital status,
or handicap in its employment conditions or practices; and (ii) except as
described on Schedule 3.9, there are no pending or, to TWE's knowledge,
threatened unfair labor practice charges or

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<PAGE> 24
discrimination complaints relating to race, color, national origin, sex,
religion, age, marital status, or handicap against TWE before any Governmental
Authority nor, to TWE's knowledge, does any basis therefor exist.

3.9.5 There are no existing or, to TWE's knowledge,
threatened, labor strikes, disputes, or grievances affecting the TWE System or
other labor controversies that could reasonably be expected to have a material
and adverse effect on the financial condition or operations of the TWE System.
There are no pending or, to the knowledge of TWE, threatened arbitration
proceedings under any TWE Contracts respecting TWE's employees, nor to the
knowledge of TWE, does any basis therefor exist.

3.10 Taxes. Except as described on Schedule 3.10, (i) TWE has duly
and timely paid all Taxes with respect to the TWE System that have become due
and payable by it; (ii) TWE has received no notice of, nor does TWE have any
knowledge of, any notice of deficiency or assessment of proposed deficiency or
assessment from any taxing Governmental Authority with respect to the TWE
System; and (iii) other than as may relate to TWE or its general partners
generally, there are no audits pending with respect to the TWE System and there
are no outstanding agreements or waivers by TWE that extend the statutory
period of limitations applicable to any federal, state, local, or foreign tax
returns or Taxes with respect to the TWE System.

3.11 Financial Statements. TWE has delivered to Jones copies of
the following financial statements, which are in accordance with all books,
records, and accounts of TWE:

3.11.1 Unaudited balance sheets as of the fiscal years
ended December 31, 1993 and 1994 and an unaudited balance sheet as of June 30,
1995 (the "TWE Balance Sheet"), which fairly and accurately present the
financial condition, assets, and liabilities of the TWE System; and

3.11.2 Unaudited statement of operations for the
twelve-month periods ended December 31, 1993 and 1994, and an unaudited
statement of operations for the six months ended June 30, 1995. Such statements
of operations fairly and accurately present the results of the operations of
the TWE System for the respective periods indicated. As of the date thereof,
TWE was the owner (except for certain leased equipment not material in amount)
of all the properties and assets set forth in the TWE Balance Sheet, and there
are no material liabilities, accrued, absolute, contingent or otherwise, that
are not reflected in the TWE Balance Sheet.

3.12 No Adverse Change. Except as described on Schedule 3.12,
there has been no material adverse change in the TWE Assets or the financial
condition or operations of the TWE System since June 30, 1995, other than
change arising from matters of a general economic nature or matters caused by
or arising from legislation,

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<PAGE> 25
rulemaking or regulation affecting the cable television industry in general,
and since June 30, 1995, the TWE Assets and the financial condition and
operations of the TWE System have not been materially and adversely affected as
a result of any fire, explosion, accident, casualty, labor trouble, flood,
drought, riot, storm, condemnation or act of God or public force or otherwise.

3.13 Compliance with Legal Requirements.

3.13.1 The operation of the TWE System as currently
conducted does not violate or infringe in any material respect any Legal
Requirements currently in effect or, to the knowledge of TWE, proposed to
become effective. TWE has received no notice of any violation by TWE or the
TWE System of any Legal Requirement applicable to the operation of the TWE
System as currently conducted, and knows of no basis for the allegation of any
such violation.

3.13.2 TWE is permitted under all applicable TWE Franchises
and FCC rules, regulations and orders to distribute the transmissions (whether
television, satellite, radio or otherwise) of video programming or other
information that TWE makes available to subscribers of the TWE System and to
utilize all carrier frequencies generated by the operations of the TWE System,
and is licensed to operate all the facilities required by law to be licensed,
including without limitation any business radio and any cable television relay
service system being operated as part of the TWE System. Other than requests
for network nonduplication and syndex protection and as described on Schedule
3.13, no written requests have been received by TWE during the three years
preceding the date of this Agreement from the FCC, the United States Copyright
Office or any other Person challenging or questioning the right of TWE's
operation of the TWE System and of any FCC-licensed or registered facility used
in conjunction with TWE's operation of the TWE System. Except as provided in
Schedule 3.13, TWE's operation of the TWE System, and of any FCC-licensed or
registered facility used in conjunction with TWE's operation of the TWE System,
is in compliance in all material respects with the FCC's rules and regulations
and the provisions of the Communications Act of 1934, as amended. TWE has not
violated any laws or any duty or obligation with regard to protecting the
privacy rights of any past or present subscribers of the TWE System.

3.13.3 TWE has conducted all system and microwave
performance tests and all Cumulative Leakage Index ("CLI") related tests
required with respect to the TWE System. TWE has (i) maintained appropriate log
books and other recordkeeping which accurately and completely reflect in all
material respects all results required to be shown thereon; (ii) to the extent
required by the rules and regulations of the FCC, corrected any radiation
leakage of the TWE System required to be corrected in connection with TWE's
monitoring obligations under the rules and regulations of the FCC, and (iii)
otherwise complied in all material respects with all applicable CLI rules and
regulations in connection with the operation of the TWE System.

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3.13.4 TWE has deposited with the United States Copyright
Office all statements of account and other documents and instruments, and paid
all royalties, supplemental royalties, fees and other sums to the United States
Copyright Office required under the Copyright Act with respect to the business
and operations of the TWE System as are required to obtain, hold and maintain
the compulsory copyright license for cable television systems prescribed in
Section 111 of the Copyright Act. TWE is in compliance in all material respects
with the Copyright Act and the rules and regulations of the Copyright Office
with respect to the operation of the TWE System, except as to potential
copyright liability arising from the performance, exhibition or carriage of any
music on the Systems as to which TWE makes no representation. TWE is entitled
to hold and does hold the compulsory copyright license described in Section 111
of the Copyright Act, which compulsory copyright license is in full force and
effect and has not been revoked, cancelled, encumbered or adversely affected in
any manner.

3.13.5 All of the broadcast television signals carried by
the TWE System are carried either pursuant to the must-carry requirements or
pursuant to executed retransmission consent agreements.

3.13.6 TWE's operation of the TWE System has not and does
not violate the Cable Act, except for violation(s) which, individually or in
the aggregate, reasonably could not be expected to have a material adverse
effect on the TWE System. TWE has delivered or will deliver promptly after the
date hereof to Jones complete and correct copies of all reports and filings for
the past three years made or filed pursuant to the Cable Act, the
Communications Act or FCC rules or regulations with respect to the operation of
the TWE System, including, without limitation, FCC Forms 159 (Remittance
Advice), 159C, 328, 329, 393, 1200, 1205, 1210 and 1215, copies of TWE's
correspondence with any Governmental Authority relating to rate regulation
generally or specific rates charged to subscribers of the TWE System including,
without limitation, copies of any complaints filed with the FCC with respect to
TWE's rates charged to such subscribers and any other documentation supporting
an exemption from the rate regulation provisions of the Cable Act. A request
for renewal has been timely filed under Section 626(a) of the Cable Act with
the proper Governmental Authority with respect to each franchise included
within the TWE Assets expiring within 36 months of the date of this Agreement.

3.14 Environmental Laws and Regulations.

3.14.1 TWE is not the subject of any "Superfund" evaluation
or investigation in connection with the TWE Real Property, and to its knowledge
is not the subject of any investigation or proceeding of any Governmental
Authority evaluating whether any remedial action is necessary to respond to any
release of Hazardous Substances on or in connection with the TWE Real Property.

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3.14.2 All material permits, licenses, permissions, and
other authorizations relating to the TWE Real Property which are required under
applicable Legal Requirements with respect to pollution or protection of the
environment have been obtained, including Legal Requirements relating to actual
or threatened emissions, discharges, or releases of Hazardous Substances into
ambient air, surface water, ground water, land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of Hazardous Substances. TWE is in compliance in all
respects with all terms and conditions of such permits, licenses, permissions,
and authorizations, and is in material compliance in all respects with all
other limitations, restrictions, obligations, schedules, and time-tables of
such Legal Requirements or of any other environmental, health, or safety Legal
Requirements relating to the TWE Real Property. Except as described on Schedule
3.14, TWE has not received notice of, and has no knowledge of circumstances
relating to, any past, present, or future events, conditions, circumstances,
activities, practices, incidents, actions, or plans, including but not limited
to the presence, use, generation, manufacture, disposal, release, or threatened
release of any Hazardous Substances from the TWE Real Property, which could
interfere with or prevent continued compliance with any Legal Requirement, or
which are reasonably likely to give rise to any liability, based upon or
related to the processing, distribution, use, treatment, storage, disposal,
transport, or handling, or the emission, discharge, release, or threatened
release into the environment, of any Hazardous Substance from or attributable
to the TWE Real Property.

3.14.3 TWE has delivered to Jones copies of all
environmental reports and studies that TWE has commissioned with respect to the
TWE Real Property, and such copies are true, complete and accurate copies of
such reports and studies.

3.15 Real Property. Schedule 3.15 contains descriptions of all the
TWE Real Property, which comprises all real property interests necessary to
conduct the business or operations of the TWE System as now conducted. TWE is
not aware of any easement or other real property interest, other than those
described on Schedule 3.15, that is required, or that has been asserted by a
Governmental Authority or a third-party to be required, to conduct the business
or operations of the TWE System. TWE has delivered to Jones true and complete
copies of all deeds, leases, easements, rights-of-way or other instruments
pertaining to the TWE Real Property (including any and all amendments and other
modifications of such instruments). TWE has good and marketable fee simple
title to all of the fee estates (including the improvements thereon) listed in
Schedule 3.15, free and clear of all liens, mortgages, pledges, covenants,
easements, restrictions, encroachments, leases, charges and other claims and
encumbrances of any nature whatsoever, except for Permitted Liens. All TWE Real
Property (including the improvements thereon) (A) is in good condition and
repair consistent with its present use, (B) is available to TWE for immediate
use in the conduct of the business or operations of the TWE System, and (C)
complies in all material

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respects with all applicable building or zoning codes and the regulations of
any governmental authority having jurisdiction.

3.16 Non-Infringement. The operation of the TWE System as
currently conducted does not infringe upon, or otherwise violate, the rights of
any person or entity in any copyright, trade name, trademark right, service
mark, service name, patent, patent right, license, trade secret or franchise,
and there is not pending or, to TWE's knowledge, threatened any action with
respect to any such infringement or breach.

3.17 Books and Records. All of the books, records, and accounts of
the TWE System are in all material respects true and complete, are maintained
in accordance with good business practice and all applicable Legal
Requirements, and accurately present and reflect in all material respects all
of the transactions therein described.

3.18 TWE Accounts Receivable. Except as described in Schedule
3.18, TWE is the true and lawful owner of the TWE Accounts Receivable and has
good and clear title to each TWE Account, free and clear of all Liens, with the
absolute right to transfer any interest therein. Each such TWE Account is (i) a
valid obligation of the account debtor enforceable in accordance with its
terms, and (ii) in all material respects, a true and correct statement of the
account for merchandise actually sold and delivered to, or for actual services
performed for and accepted by, such account debtor.

3.19 Bonds. Schedule 3.19 contains an accurate and complete list
of all bonds (franchise, construction, fidelity, or performance) of TWE that
relate in any way to the ownership or use of the TWE Assets or the operation of
the TWE System.

3.20 Tier Penetration. The number of Basic Subscribers who
subscribe to standard, tier or similar services is at least 94.8% of the total
number of Basic Subscribers served by the TWE System.

3.21 Accuracy of Schedules. All Schedules to this Agreement
relating to the TWE Assets or the TWE System are accurate and complete in all
material respects as of the date of this Agreement.

3.22 Disclosure. No representation or warranty by TWE, or any
statement or certificate furnished by TWE to Jones pursuant to this Agreement
or in connection with the transactions contemplated by this Agreement, contains
or will at Closing contain any untrue statement of a material fact or omits or
will at Closing omit to state a material fact necessary to make the statements
contained therein not misleading.

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3.23 Taxpayer Identification Number. TWE's U.S. Taxpayer
Identification Number is as set forth in the introductory paragraph of this
Agreement.

4. JONES' REPRESENTATIONS.

Jones represents, warrants, covenants and agrees to and with TWE as
follows:

4.1 Organization and Qualification. Jones is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Colorado, and has all requisite power and authority to own and lease the
properties and assets it currently owns and leases and to conduct its
activities and to carry on its business as such activities and business are
currently conducted. Jones is duly qualified to do business as a foreign
corporation and is in good standing in all jurisdictions in which the ownership
or leasing of the Jones Assets or the nature of its activities in connection
with the Jones Systems makes such qualification necessary, except any such
jurisdiction where the failure to be so qualified and in good standing would
not have a material adverse effect on the validity, binding effect or
enforceability of this Agreement, or on the ability of Jones to perform its
obligations under this Agreement.

4.2 Authorization. Jones has full corporate power and authority
to execute, deliver, and perform this Agreement and to consummate the
transactions contemplated in this Agreement. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated in this Agreement on the part of Jones have been duly and validly
authorized and approved by all necessary action on the part of Jones, including
appropriate resolutions of the Board of Directors of Jones. This Agreement has
been duly and validly executed and delivered by Jones, and is the valid and
binding obligation of Jones, enforceable against Jones in accordance with its
terms,

4.3 System Information. Schedule 4.3 sets forth a materially true
and accurate description of the following information as of the dates set forth
on such Schedule:

4.3.1 the number of miles of activated aerial and
underground plant included in the Jones Assets;

4.3.2 the minimum number of passings of the Jones Systems
and the approximate number of Equivalent Billing Units served by each Jones
System;

4.3.3 a description of the basic and tier services
available from each Jones System, the rates charged by Jones for each, together
with the approximate number of subscribers receiving each of the services, and
any other charges by Jones for services to subscribers;

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4.3.4 with respect to each Bulk Subscriber:

(i) the name and address of, and, if applicable,
the number of units in, each such establishment, building, condominium, hotel
or motel which is served by each Jones System; and

4.3.5 the channel and megahertz capacity of each Jones
System, the stations and channels carried by each Jones System the channel
position of each such signal and station, and all frequencies utilized by each
Jones System.

4.4 No Other Operators. Except as described on Schedule 4.4 and
other than direct broadcast satellite services, (i) each Jones System is the
only multiple channel operator presently serving the communities that it
serves, (ii) to the best of Jones' knowledge, no other multiple channel
operator is presently contemplated by any person in the communities now served
by the Jones Systems, and (iii) no franchises or other authorizations other
than the Jones Franchises have been issued with respect to the communities
served by the Jones Systems.

4.5 Title and Condition of Personal Property. Schedule 4.5
contains a complete description of all material items of Jones Personal
Property, other than the Jones Excluded Assets. The Jones Personal Property
constitutes all personal property necessary to conduct lawfully and properly
the business or operations of the Jones Systems as now conducted. Except as
described in Schedule 4.5, Jones has good and marketable title to all of the
Jones Personal Property, free and clear of all liens, except ad valorem Taxes
not yet due and payable. All the Jones Personal Property is in good working
order and repair, ordinary wear and tear excepted.

4.6 Franchises, Licenses, and System Contracts. Schedule 4.6
contains a description of all of the Jones Franchises, Jones licenses and Jones
Contracts, except for: (i) subscription agreements with individual residential
subscribers for the cable services provided by the Jones Systems in the
ordinary course of business which may be cancelled by the Jones Systems without
penalty on not more than 30 days notice; (ii) miscellaneous service contracts
terminable at will without penalty; (iii) other Jones Contracts not involving
either aggregate liabilities under all such Jones Contracts exceeding $25,000
or any material nonmonetary obligation; (iv) programming agreements; and (v)
Contracts described on Schedule 2.7 or Schedule 2.7.2. Jones has delivered to
TWE true and complete copies of each of the Jones Franchises, Jones Licenses,
and written Jones Contracts, including any amendments thereto, other than Jones
Contracts described in clauses (i), (ii), (iii) and (iv) above and motor
vehicle leases. Except as described on Schedule 4.6: (i) each of the Jones
Franchises, Jones

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Licenses, and Jones Contracts is valid, in full force and effect, and
enforceable in accordance with its terms against the parties thereto other than
Jones, and Jones has fulfilled when due, or has taken all action necessary to
enable it to fulfill when due, all of its obligations thereunder; (ii) there
has not occurred any default (without regard to lapse of time, the giving of
notice, the election of any Person other than Jones, or any combination
thereof) by Jones nor, to the knowledge of Jones, has there occurred any
default (without regard to lapse of time, the giving of notice, the election of
Jones, or any combination thereof) by any Person other than Jones under any of
the Jones Franchises, Jones Licenses, or Jones Contracts; and (iii) neither
Jones nor, to the knowledge of Jones, any other Person is in arrears in the
performance or satisfaction of its obligations under any of the Jones
Franchises, Jones Licenses, or Jones Contracts, and no waiver or indulgence has
been granted by any of the parties thereto. Except as described on Schedule
4.6, the Jones Franchises, Jones Licenses, and Jones Contracts are sufficient
to permit Jones to operate the Jones Systems lawfully in the manner in which
they are currently operated.

4.7 No Conflicts; Consents. Except as described on Schedule 4.7
or on any other Schedule to this Agreement, the execution, delivery, and
performance by Jones of this Agreement does not and will not: (i) violate any
provision of any Legal Requirement; (ii) conflict with or violate any provision
of the Articles of Incorporation or Bylaws of Jones; (iii) conflict with,
violate, result in a breach of, constitute a default under (without regard to
requirements of notice, lapse of time, or elections of other Persons, or any
combination thereof), accelerate, or permit the acceleration of the performance
required by, any Jones Contract; (iv) result in the creation or imposition of
any Lien against or upon any of the Jones Assets; or (v) require any consent,
approval, or authorization of, or filing of any certificate, notice,
application, report, or other document with, any Governmental Authority or
other Person.

4.8 Litigation. Except as described on Schedule 4.8, (i) there is
no outstanding Judgment against Jones requiring Jones to take any action of any
kind with respect to the Jones Assets or the operation of the Jones Systems, or
to which the Jones Systems or the Jones Assets are subject or by which they are
bound or affected; and (ii) there is no Litigation pending or, to Jones'
knowledge, threatened, against Jones which individually or in the aggregate
might result in any materially adverse change in the financial condition or
operation of any Jones System or materially and adversely affect the Jones
Assets or the ability of Jones to perform its obligations under this Agreement.
Except as described on Schedule 4.8, there are no proceedings pending to which
Jones is a party or, to Jones' knowledge, threatened, nor have any demands been
made by any Governmental Authority, utility, pole lessor, or other party, which
seeks or could result in the termination, modification, suspension or
limitation of Jones' rights or obligations with respect to the Jones
Franchises, Jones Licenses, or material Jones Contracts.

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4.9 Employment Matters.

4.9.1 Neither Jones nor any Employee Benefit Plan or to
Jones' knowledge, any Multiemployer Plan (as those terms are defined in ERISA)
maintained by Jones or to which Jones has or has had the obligation to
contribute in respect of any Jones employees that render services in connection
with the Jones Systems is in violation of the provisions of ERISA; no
reportable event, within the meaning of ERISA, Section 4043 (c)(1), (2), (3),
(5), (6), (7), (10) or (13), has occurred and is continuing with respect to any
such Employee Benefit Plan or, to Jones' knowledge, any such Multiemployer
Plan; and no prohibited transaction, within the meaning of Title I of ERISA,
has occurred with respect to any such Employee Benefit Plan or, to Jones'
knowledge, any such Multiemployer Plan.

4.9.2 Except as described on Schedule 4.9, there are no
collective bargaining agreements applicable to any persons employed by Jones
that render services in connection with the Jones Systems, and Jones has no
duty to bargain with any labor organization with respect to any such persons.
There is not pending any demand for recognition or any other request or demand
from a labor organization for representative status with respect to any Persons
employed by Jones that render services in connection with the Jones Systems.

4.9.3 Schedule 4.9 contains a complete and true list of
the names, positions and rates of compensation of all employees of the Jones
Systems. With respect to any Persons employed by Jones that render services in
connection with the Jones Systems, Jones is in compliance with all applicable
Legal Requirements respecting employment conditions and practices, has withheld
all amounts required by any applicable Legal Requirements or Jones Contracts to
be withheld from wages or salaries, and is not liable for any arrears of wages
or any taxes or penalties for failure to comply with any of the foregoing.

4.9.4 With respect to any Persons employed by Jones that
render services in connection with the Jones Systems, (i) Jones has not engaged
in any unfair labor practice within the meaning of the National Labor Relations
Act and has not violated any Legal Requirements prohibiting discrimination on
the basis of race, color, national origin, sex, religion, age, marital status,
or handicap in its employment conditions or practices; and (ii) except as
described on Schedule 4.9, there are no pending or, to Jones' knowledge,
threatened unfair labor practice charges or discrimination complaints relating
to race, color, national origin, sex, religion, age, marital status, or
handicap against Jones before any Governmental Authority nor, to Jones'
knowledge, does any basis therefor exist.

4.9.5 There are no existing or, to Jones' knowledge,
threatened, labor strikes, disputes, or grievances affecting the Jones Systems
or other labor controversies which could reasonably be expected to have a
material and adverse

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effect on the financial condition or operations of the Jones Systems. There are
no pending or, to the knowledge of Jones, threatened arbitration proceedings
under any Jones Contracts respecting Jones' employees, nor to the knowledge of
Jones, does any basis therefor exist.

4.10 Taxes. Except as described on Schedule 4.10, (i) Jones has
duly and timely paid all Taxes with respect to the Jones Systems which have
become due and payable by it; (ii) Jones has received no notice of, nor does
Jones have any knowledge of, any notice of deficiency or assessment of proposed
deficiency or assessment from any taxing Governmental Authority with respect to
the Jones Systems; and (iii) other than as may relate to Jones generally, there
are no audits pending with respect to the Jones Systems and there are no
outstanding agreements or waivers by Jones that extend the statutory period of
limitations applicable to any federal, state, local, or foreign tax returns or
Taxes with respect to the Jones Systems.

4.11 Financial Statements. Jones has delivered to TWE copies of
the following financial statements, which are in accordance with all books,
records, and accounts of Jones.

4.11.1 Unaudited balance sheets as of the fiscal years
ended December 31, 1993 and 1994, or May 31, 1993 and 1994, as the case may be,
and unaudited balance sheets as of June 30, 1995 (the "Jones Balance Sheet"),
which fairly and accurately present, as of the respective dates thereof, the
financial condition, assets, and liabilities of the Jones Systems; and

4.11.2 Unaudited statements of operations for the
twelve-month periods ended December 31, 1993 and 1994, or May 31, 1993 and 1994,
as the case may be, and unaudited statements of operations for the six months
ended June 30, 1995. Such statements of operation fairly and accurately present
the results of the operations of the Jones Systems for the respective periods
indicated. As of the date thereof, Jones was the owner (except for certain
leased equipment not material in amount) of all the properties and assets set
forth in the Jones Balance Sheet, and there are no material liabilities,
accrued, absolute, contingent or otherwise, that are not reflected in the Jones
Balance Sheet.

4.12 No Adverse Change. Except as described on Schedule 4.12, there
has been no material adverse change in the Jones Assets or the financial
condition or operations of the Jones Systems since June 30, 1995, other than
change arising from matters of a general economic nature or matters caused by
or arising from legislation, rulemaking or regulation affecting the cable
television industry in general, and since June 30, 1995 the Jones Assets and
the financial condition and operations of the Jones Systems have not been
materially and adversely affected as a result of any fire, explosion, accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation or act of
God or public force or otherwise.

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4.13 Compliance with Legal Requirements.

4.13.1 The operation of the Jones Systems as currently
conducted does not violate or infringe in any material respect any Legal
Requirements currently in effect or, to the knowledge of Jones, proposed to
become effective. Jones has received no notice of any violation by Jones or the
Jones Systems of any Legal Requirement applicable to the operation of the Jones
Systems as currently conducted, and knows of no basis for the allegation of any
such violation.

4.13.2 Jones is permitted under all applicable Jones
Franchises and FCC rules, regulations and orders to distribute the
transmissions (whether television, satellite, radio or otherwise) of video
programming or other information that the Jones makes available to subscribers
of the Jones Systems and to utilize all carrier frequencies generated by the
operations of the Jones Systems, and is licensed to operate all the facilities
required by law to be licensed, including without limitation any business radio
and any cable television relay service system being operated as part of the
Jones Systems. Other than requests for network nonduplication and syndex
protection and as described on Schedule 4.13, no written requests have been
received by Jones during the three years preceding the date of this Agreement
from the FCC, the United States Copyright Office or any other Person
challenging or questioning the right of Jones' operation of the Jones Systems
and of any FCC-licensed or registered facility used in conjunction with Jones'
operation of the Systems. Except as provided in Schedule 4.13, Jones' operation
of the Jones Systems, and of any FCC-licensed or registered facility used in
conjunction with Jones' operation of the Jones Systems, is in compliance in all
material respects with the FCC's rules and regulations and the provisions of
the Communications Act of 1934, as amended. Jones has not violated any laws or
any duty or obligation with regard to protecting the privacy rights of any past
or present subscribers of the Jones Systems.

4.13.3 Jones has conducted all system and microwave
performance tests and all CLI related tests required with respect to the Jones
Systems. Jones has (i) maintained appropriate log books and other recordkeeping
which accurately and completely reflect in all material respects all results
required to be shown thereon; (ii) to the extent required by the rules and
regulations of the FCC, corrected any radiation leakage of the Jones Systems
required to be corrected in connection with Jones' monitoring obligations under
the rules and regulations of the FCC, and (iii) otherwise complied in all
material respects with all applicable CLI rules and regulations in connection
with the operation of the Jones Systems.

4.13.4 Jones has deposited with the United States
Copyright Office all statements of account and other documents and instruments,
and paid all royalties, supplemental royalties, fees and other sums to the
United States Copyright Office required under the Copyright Act with respect to
the business and operations of the Jones Systems as are required to obtain,
hold and maintain the compulsory copyright

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license for cable television systems prescribed in Section 111 of the Copyright
Act. Jones is in compliance in all material respects with the Copyright Act and
the rules and regulations of the Copyright Office with respect to the operation
of the Jones Systems, except as to potential copyright liability arising from
the performance, exhibition or carriage of any music on the Systems as to which
Jones makes no representation. Jones is entitled to hold and does hold the
compulsory copyright license described in Section 111 of the Copyright Act,
which compulsory copyright license is in full force and effect and has not been
revoked, cancelled, encumbered or adversely affected in any manner.

4.13.5 All of the broadcast television signals carried by
the Jones Systems are carried either pursuant to the must-carry requirements or
pursuant to executed retransmission consent agreements.

4.13.6 Jones' operation of the Jones Systems has not and
does not violate the Cable Act, except for violation(s) which, individually or
in the aggregate, reasonably could not be expected to have a material adverse
effect on the Jones Systems. Jones has delivered or will deliver promptly after
the date hereof to TWE complete and correct copies of all reports and filings
for the past three years made or filed pursuant to the Cable Act, the
Communications Act or FCC rules or regulations with respect to the operation of
the Jones Systems, including, without limitation, FCC Forms 159 (Remittance
Advice), 159C, 328, 329, 393, 1200, 1205, 1210 and 1215, copies of Jones'
correspondence with any Governmental Authority relating to rate regulation
generally or specific rates charged to subscribers of the Jones Systems
including, without limitation, copies of any complaints filed with the FCC with
respect to Jones' rates charged to such subscribers and any other documentation
supporting an exemption from the rate regulation provisions of the Cable Act. A
request for renewal has been timely filed under Section 626(a) of the Cable Act
with the proper Governmental Authority with respect to each franchise included
within the Jones Assets expiring within 36 months of the date of this
Agreement.

4.14 Environmental Laws and Regulations.

4.14.1 Jones is not the subject of any "Superfund"
evaluation or investigation in connection with the Jones Real Property, and to
its knowledge is not the subject of any investigation or proceeding of any
Governmental Authority evaluating whether any remedial action is necessary to
respond to any release of Hazardous Substances on or in connection with the
Jones Real Property.

4.14.2 All material permits, licenses, permissions, and
other authorizations relating to the Jones Real Property which are required
under applicable Legal Requirements with respect to pollution or protection of
the environment have been obtained, including Legal Requirements relating to
actual or threatened emissions, discharges, or releases of Hazardous Substances
into ambient air, surface water, ground

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water, land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
Hazardous Substances. Jones is in compliance in all respects with all terms and
conditions of such permits, licenses, permissions, and authorizations, and is
in material compliance in all respects with all other limitations,
restrictions, obligations, schedules, and time-tables of such Legal
Requirements or of any other environmental, health, or safety Legal
Requirements relating to the Jones Real Property. Except as described on
Schedule 4.14, Jones has not received notice of, and has no knowledge of
circumstances relating to, any past, present, or future events, conditions,
circumstances, activities, practices, incidents, actions, or plans, including
but not limited to the presence, use, generation, manufacture, disposal,
release, or threatened release of any Hazardous Substances from the Jones Real
Property, which could interfere with or prevent continued compliance with any
Legal Requirement, or which are reasonably likely to give rise to any
liability, based upon or related to the processing, distribution, use,
treatment, storage, disposal, transport, or handling, or the emission,
discharge, release, or threatened release into the environment, of any
Hazardous Substance from or attributable to the Jones Real Property.

4.14.3 Jones has delivered to TWE copies of all
environmental reports and studies that Jones has commissioned with respect to
the Jones Real Property, and such copies are true, complete and accurate copies
of such reports and studies.

4.15 Real Property. Schedule 4.15 contains descriptions of all the
Jones Real Property, which comprises all real property interests necessary to
conduct the business or operations of the Jones System as now conducted. Jones
is not aware of any easement or other real property interest, other than those
described on Schedule 4.15, that is required, or that has been asserted by a
Governmental Authority or a third-party to be required, to conduct the business
or operations of the Jones Systems. Jones has delivered to TWE true and
complete copies of all deeds, leases, easements, rights-of-way or other
instruments pertaining to the Jones Real Property (including any and all
amendments and other modifications of such instruments). Jones has good and
marketable fee simple title to all of the fee estates (including the
improvements thereon) listed in Schedule 4.15, free and clear of all liens,
mortgages, pledges, covenants, easements, restrictions, encroachments, leases,
charges and other claims and encumbrances of any nature whatsoever, except for
Permitted Liens. All Jones Real Property (including the improvements thereon)
(A) is in good condition and repair consistent with its present use, (B) is
available to Jones for immediate use in the conduct of the business or
operations of the Jones Systems, and (C) complies in all material respects with
all applicable building or zoning codes and the regulations of any governmental
authority having jurisdiction.

4.16 Non-Infringement. The operation of the Jones Systems as
currently conducted does not infringe upon, or otherwise violate, the rights of
any person or entity in any copyright, trade name, trademark right, service
mark, service name,

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patent, patent right, license, trade secret or franchise, and there is not
pending or, to Jones' knowledge, threatened any action with respect to any such
infringement or breach.

4.17 Books and Records. All of the books, records, and accounts of
the Jones Systems are in all material respects true and complete, are
maintained in accordance with good business practice and all applicable Legal
Requirements, and accurately present and reflect in all material respects all
of the transactions therein described.

4.18 Accounts Receivable. Except as described in Schedule 4.18,
Jones is the true and lawful owner of the Jones Accounts Receivable and has
good and clear title to each Jones Account, free and clear of all Liens, with
the absolute right to transfer any interest therein. Each such Jones Account is
(i) a valid obligation of the account debtor enforceable in accordance with its
terms, and (ii) in all material respects, a true and correct statement of the
account for merchandise actually sold and delivered to, or for actual services
performed for and accepted by, such account debtor.

4.19 Bonds, Schedule 4.19 contains an accurate and complete list
of all bonds (franchise, construction, fidelity, or performance) of Jones which
relate in any way to the ownership or use of the Jones Assets or the operation
of the Jones Systems.

4.20 Tier Penetration. The number of Basic Subscribers who
subscribe to basic plus or tier services is at least 91% of the total number of
Basic Subscribers served by the Jones Systems.

4.21 Accuracy of Schedules. AU Schedules to this Agreement relating
to the Jones Assets or the System Systems are accurate and complete in all
material respects as of the date of this Agreement.

4.22 Disclosure. No representation or warranty by Jones, or any
statement or certificate furnished by Jones to TWE pursuant to this Agreement
or in connection with the transactions contemplated by this Agreement, contains
or will at Closing contain any untrue statement of a material fact or omits or
will at Closing omit to state a material fact necessary to make the statements
contained therein not misleading.

4.23 Taxpayer Identification Number. Jones' U.S. Taxpayer
Identification Number is as set forth in the introductory paragraph of this
Agreement.

5. COVENANTS.

5.1 Pre-Closing Obligations. Each of TWE with respect to the TWE
System and the TWE Assets and Jones with respect to the Jones Systems and the

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Jones Assets covenants and agrees that, from and after the execution and
delivery of this Agreement until and including the Closing Date:

5.1.1 Access. It shall give the other party and its
representatives full access during normal business hours to all of the
properties, books, and records relating to its Systems, and furnish the other
party with such information concerning its Assets and its Systems as the other
party may reasonably request.

5.1.2 Conduct of Business. It shall operate its System(s)
in the ordinary and usual course and in accordance with past practices, which
shall include, without limitation, maintaining appropriate staff and management
personnel (consistent with past practices) at its System(s). It shall duly
comply in all material respects with all applicable Legal Requirements, perform
all of its material obligations under all of its Franchises, Licenses, and
System Contracts without default, and maintain the books, records, and accounts
relating to its System(s) in the usual, regular, and ordinary manner on a
basis consistent with past practices. It shall use reasonable efforts to keep
available the services of its employees providing services in connection with
its System(s), continue normal marketing, advertising, and promotional
expenditures with respect to its System(s), and preserve beneficial business
relationships with all customers, suppliers, and others having business or
other dealings with its System(s), including Governmental Authorities having
jurisdiction over it. It shall maintain its Assets in good condition and
repair, ordinary wear excepted, and keep in effect the casualty and liability
insurance covering its Assets in force on the date of this Agreement.

5.1.3 Negative Covenants. Each of TWE with respect to the
TWE System and the TWE Assets and Jones with respect to the Jones Systems and
the Jones Assets shall not, except as the other party may otherwise consent in
writing, (i) modify, terminate, renew, suspend, or abrogate any of its System
Contracts other than in the ordinary course of business, (ii) modify,
terminate, renew, suspend, or abrogate any of its Franchises or Licenses, (iii)
transfer, convey, or otherwise dispose of any of its Assets (except that it may
use inventory and dispose of damaged or defective equipment or material in the
normal course of business), (iv) take any action that would result in the
creation of a Lien on any of its Assets, (v) engage in any marketing, subscriber
installation, or collection practices that are inconsistent with its past
practices, or (vi) implement any material increase or decrease in the rates
charged for Basic Cable except in the ordinary course or pursuant to a Legal
Requirement or Judgment.

5.1.4 Consents. It shall use reasonable efforts to obtain
as promptly as possible all approvals, authorizations, and Consents relating to
its Systems required to consummate the transactions contemplated by this
Agreement, including approvals of the FCC, Governmental Authorities, and other
Persons to the transfer or assignment by it to the other party of all rights
under and pursuant to its Franchises, Licenses, and System Contracts.

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5.1.5 Employment Matters. Without the other party's prior
written consent, it shall make no change in the compensation payable or to
become payable by it to any Person employed in connection with the conduct of
the business or operations of any of its System(s), except in accordance with
past practices. Notwithstanding the foregoing, either party may incent its
employees to remain employees of its System(s) through the Closing Date without
violating this paragraph; provided, however, that the other party shall have no
obligation to make or continue any incentives or similar payments after the
Closing Date.

5.2 Financial Statements. TWE and Jones shall promptly deliver to
the other party true and complete copies of all of its monthly operating
reports and any reports with respect to the operation of its System(s) prepared
by or for it at any time from the date of this Agreement until Closing.

5.3 Title Matters. No later than 45 days after the date hereof,
each of TWE and Jones shall obtain and furnish to the other party, at the
obtaining party's cost, title insurance commitments (the "Title Commitments")
issued by a nationally recognized title insurer showing the status of record
title to each fee parcel of its Real Property and agreeing to insure marketable
title in fee simple to each such parcel, at its cost, subject only to (i)
zoning restrictions, prohibitions, and other requirements imposed by any
Governmental Authority having jurisdiction over its Real Property; (ii) public
utility easements of record; (iii) liens for taxes not yet due and payable; and
(iv) easements, rights-of-way, restrictions, and other similar encumbrances
incurred in the ordinary course of business that do not materially interfere
with the ordinary use of the property (collectively, the "Permitted Liens"). If
TWE or Jones shall notify the other within 20 days of its receipt of the Title
Commitments of any Lien or other matter (other than Permitted Liens) affecting
title to the Real Property of the other that, in the determination of TWE or
Jones, as applicable, renders title uninsurable or unmerchantable, or that
could adversely affect the use of any parcel of the Real Property of the other
for the purpose for which it is currently used by it (each, a "Title Defect"),
the other shall exercise its best efforts to remove or, with the consent of the
other party, cause the title company to commit to insure over, each Title
Defect prior to Closing.

5.4 Estoppel Certificates Regarding Leases. Each party shall use
its reasonable efforts to provide to the other, at or prior to Closing, a
certificate, reasonably satisfactory to the other, of the lessor of each Real
Property lease to the effect that such lease is valid, in full force and effect
and not in default, and has been approved, if necessary, for transfer to the
other (collectively, the "Estoppel Certificates").

5.5 Employees. Each of TWE and Jones shall comply with the
provisions of the Worker Adjustment and Retraining Notification Act, as
amended, 29 U.S.C., Section 2101, et seq., as it relates to the transactions
contemplated hereby, and shall indemnify and hold harmless the other party from
and against all Losses arising with respect thereto. Each of TWE and Jones
acknowledges that Jones or TWE, as

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applicable, may, but shall have no obligation to, hire any of the other's
employees that render services in connection with the operation of its
System(s) ("Hired Employees"), provided, however, that the other shall give TWE
or Jones, as applicable, notice at least 60 days prior to the Closing Date of
the name of any employees of the TWE or Jones Systems, as applicable, to whom
the other party does not plan to offer employment on and after the Closing Date
(a "Non-Hired Employee"). Each of TWE and Jones shall remain solely responsible
for, and shall indemnify and hold harmless the other party from and against all
Losses arising with respect to, all salaries and all severance, vacation, sick,
holiday, and other benefits to which employees of TWE or Jones, as applicable,
may be entitled, as a result of consummation of the transactions contemplated
hereby or otherwise. Notwithstanding the foregoing sentence, each Hired
Employee shall be given credit for, and allowed to take as vacation days, the
number of vacation days accrued but not used by such Hired Employee during
employment with the non-hiring party as of the Closing Date, up to the maximum
number of vacation days that such Hired Employee would have accrued under the
applicable vacation policy of the hiring party had the hiring party owned the
System during the same period of employment. If a Hired Employee carries over a
number of accrued vacation days exceeding the maximum number of vacation days
permitted under the hiring party's vacation leave policy for that same period,
the hiring party shall have no obligation to permit such Hired Employee to take
such excess vacation days, but, if it does not, shall pay such Hired Employee
for such excess vacation days an amount equal to the amount of the adjustment
effected pursuant to Section 2.83 corresponding to such excess vacation days.
In no event shall the liability assumed by the hiring party as of Closing under
this paragraph exceed the amount by which an adjustment for accrued vacation
pay is made in favor of the hiring party under Section 2.8.3.

5.6 Cooperation in the Obtaining of Consents.

5.6.1 Each party shall fully cooperate with the other, do
all things reasonably necessary to assist the other, and use its commercially
reasonable efforts at its own expense to obtain all Consents, reasonably
satisfactory in form and substance to the other, necessary for the transfer of
or assignment to the appropriate party of its Franchises, Leases and System
Contracts, including the furnishing of all financial and other information
reasonably required by the party whose Consent is being sought.

5.6.2 Subsequent to Closing, each of TWE and Jones, shall
continue to use its commercially reasonable efforts at its own expense to
obtain writing as promptly as possible any Consent required to be obtained by
it that was not obtained on or before Closing, and deliver copies of such,
reasonably satisfactory in form and substance, to the other. The obligations
set forth in this subsection shall survive Closing and shall not be merged in
the consummation of the transactions contemplated hereby.

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5.6.3 From Closing until each Consent is obtained, TWE or
Jones, as applicable, shall act as the agent for the other, and shall preserve
the benefit of and enforce the System Contract, Lease or other right to which
such Consent pertains to the fullest extent permissible under the applicable
System Contract, Lease or other right. Upon request by the other party, at
Closing, TWE and Jones shall enter into an agency agreement in a form mutually
satisfactory to each party specifying the terms of such agency.

5.7 HSR Act Compliance. Within 30 days after the date of this
Agreement, TWE and Jones shall, if required, prepare and file proper premerger
notification forms and affidavits in compliance with the HSR Act. TWE and Jones
shall each pay one-half of all fees payable to Governmental Authorities in
connection with such filings. If following the filing of such forms any
Governmental Authority shall challenge the transactions contemplated hereby, or
request additional filings or information, TWE and Jones shall take preliminary
steps to attempt to ascertain the nature of the challenge and the likelihood
that the Governmental Authority will permit the transactions contemplated
hereby to proceed notwithstanding the challenge. After taking such preliminary
steps, neither TWE nor Jones shall have any obligation to contest such
challenge or make or provide any such filing or information, and each shall be
entitled, at its option, to withdraw its filing and terminate this Agreement.

5.8 Leased Vehicles. Each party shall pay the remaining balances
on any leases for vehicles included in its Personal Property, and deliver title
to such vehicles free and clear of all Liens to the other party at Closing.

5.9 Transitional Billing Services. TWE and Jones shall each
provide to the other, upon written request and at the cost of the other,
subscriber billing services ("Transitional Billing Services") in connection
with the System(s) acquired by the other for a period of up to 90 days
following Closing to allow for conversion of existing billing arrangements.
Each party shall notify the other in writing at least 30 days prior to Closing
as to whether it desires the other to provide Transitional Billing Services.
Each party shall cooperate with all reasonable requests by the other in
connection with the first billing cycle following Closing.

5.10 Use of Names and Logos. For a period of 60 days after
Closing, TWE and Jones shall each be entitled to use the trademarks, trade
names, service marks, service names, logos, and similar proprietary rights of
the other to the extent incorporated in or on the Assets transferred to it at
Closing, provided that each shall exercise efforts to remove all such names,
marks, logos, and similar proprietary rights of the other from the Assets as
soon as reasonably practicable following Closing.

5.11 Bulk Sales. TWE and Jones each waives compliance by the other
with legal Requirements relating to bulk sales applicable to the transactions
contemplated hereby.

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5.12 Supplements to Schedules. Each of TWE and Jones shall, from
time to time prior to Closing, supplement the Schedules to this Agreement with
additional information that, if existing or known to it on the date of this
Agreement, would have been required to be included in one or more Schedules to
this Agreement. For purposes of determining the satisfaction of any of the
conditions to the obligations of TWE and Jones in Sections 6.1 and 6.2 and the
liability of TWE or Jones following Closing for breaches of its respective
representations or warranties under this Agreement, the Schedules to this
Agreement shall be deemed to include only the information contained therein on
the date of this Agreement or added to the Schedules by written amendments or
supplements to this Agreement delivered prior to Closing by the party making
such amendment and accepted in writing by the other party.

5.13 Transfer Taxes. All sales, use, transfer, and similar taxes
or assessments, including but not limited to transfer fees and similar
assessments for Franchises, Licenses and System Contracts, arising from or
payable by reason of the conveyance of the TWE Assets or the TWCS Assets shall
be paid by TWE and those arising from or payable by reason of the conveyance of
the Jones Assets shall be paid by Jones.

5.14 Construction of Savannah Headend Building. Until the Closing
Date, TWE shall use reasonable good faith efforts to conduct planning,
designing, budgeting, bidding, permitting and other preconstruction activities
and construction activities in substantial conformance with its construction
schedule dated August 17, 1995 (a copy of which has been furnished to Jones)
for the construction of the building to be located on Lot 5, Phase I, Savannah
Park of Commerce which is to be used to house the Savannah headend (the
"Savannah Headend Building"). TWE shall be responsible for paying all budgeted
preconstruction or construction costs due and payable through the Closing Date;
provided that TWE shall not be obligated to undertake preconstruction or
construction activities during 1995 for which it would incur costs in excess of
the costs which TWE has budgeted for 1995 ($46,500), and provided further that
TWE shall be entitled to an adjustment in its favor under Section 2.8 equal to
the amount, if any, by which the preconstruction and construction costs
incurred and paid by TWE through the Closing Date exceed $250,000. Jones shall
assume all obligations and liabilities for any Savannah Headend Building
construction activities to be performed on and after the Closing Date.

5.15 Primestar Distribution Agreement. Within 30 days of the date
hereof, Jones and TWE shall commence negotiations concerning the possible entry
by Jones and TWE into an agreement pursuant to which Jones would acquire a
nonexclusive right to distribute Primestar Partners, L.P. programming in and
around the areas served by the TWE System.

5.16 Distant Signals. For a period ending 30 days after the date
hereof, each of the parties shall have the right to identify any material
copyright

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liabilities which could arise out of the carriage of distant signals after the
Closing Date (a "Copyright Liability"). Upon receipt of notice from a party of
a Copyright Liability, the other party shall take such steps as may be
reasonably necessary to eliminate such Copyright Liability prior to December
31, 1995.

6. CONDITIONS PRECEDENT.

6.1 Conditions Precedent to TWE's Obligations. The obligations of
TWE under this Agreement shall be subject to the fulfillment on or prior to the
Closing Date of each of the following conditions, any of which may be waived by
TWE:

6.1.1 Accuracy of Representations; Performance of
Agreements; and Officer's Certificate. All of the representations and warranties
of Jones contained in this Agreement or any Transaction Document shall be true
and correct in all material respects at and as of the Closing Date, and Jones
shall have complied with and performed in all material respects all of the
agreements, covenants, and conditions required by this Agreement to be
performed or complied with by it on or prior to Closing. Jones shall have
furnished TWE with an executed certificate of its President or any Vice
President, dated as of Closing, certifying to the fulfillment of the foregoing
conditions.

6.1.2 Consents and Estoppel Certificates. Jones shall
have obtained and delivered to TWE each of the Consents designated on Schedule
4.7 as material, with no adverse conditions imposed by such Consent, and each
of the Estoppel Certificates.

6.13 Title Defects. There shall exist no Title Defects
with respect to the Jones Real Property that shall not have been cured or
removed or which the title company shall not have, with the consent of TWE,
committed to insure over.

6.1.4 No Litigation. There shall be no Legal Requirement,
and no Judgment shall have been entered and not vacated by any Governmental
Authority of competent jurisdiction in any Litigation or arising therefrom,
that (i) enjoins, restrains, makes illegal, or prohibits consummation of the
transactions contemplated by this Agreement, or (ii) requires separation or
divestiture by TWE of all or any significant portion of the Jones Assets after
Closing, and there shall be no litigation pending or threatened that seeks, or
which if successful would have the effect of, any of the foregoing.

6.1.5 HSR Act Compliance. All waiting periods under the
HSR Act applicable to this Agreement or the transactions contemplated hereby
shall have expired or been terminated.

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6.1.6 Deliveries. Jones shall have made or stand willing
to and able to make all of the deliveries to TWE set forth in Section 7.2.

6.1.7 No Adverse Change. Between the date of this
Agreement and the Closing Date, there shall have been (i) no material adverse
change in any of the Jones Systems or their financial condition, taken as a
whole, other than any change arising out of matters of a general economic
nature or matters (including, without limitation, competition caused by or
arising from multichannel multipoint distribution service and/or direct
broadcast satellite, and legislation, rulemaking or regulation) affecting the
cable television industry (national or regional) generally, and (ii) no
material loss, damage, impairment, confiscation or condemnation of any of the
Jones Assets that has not been repaired or replaced.

6.1.8 Legal Matters. All actions, proceedings, instruments
documents required to carry out this Agreement or incidental thereto and all
related legal matters shall be reasonably satisfactory to and approved by TWE's
counsel, and such counsel shall have been furnished with such certified copies
of actions and proceedings and such other instruments and documents as it
reasonably shall have requested.

6.1.9 Minimum Equivalent Billing Units. The number of
Equivalent Billing Units served by the Jones Systems shall not be less than
72,125 as of the Closing Date.

6.2 Conditions Precedent To Jones' Obligations. The obligations
of Jones under this Agreement shall be subject to the fulfillment on or prior
to Closing of each of the following conditions, which may be waived by Jones:

6.2.1 Accuracy of Representations; Performance of
Agreements; and Officer's Certificate. All of the representations and
warranties of TWE contained in this Agreement or any Transaction Document shall
be true and correct in all material respects at and as of the Closing Date, and
TWE shall have complied with and performed in all material respects all of the
agreements, covenants, and conditions required by this Agreement to be
performed or complied with by it on or prior to Closing. TWE shall have
furnished Jones with an executed certificate of the President or any Vice
President of its general partner, dated as of Closing, certifying to the
fulfillment of the foregoing conditions.

6.2.2 Consents and Estoppel Certificates. TWE shall have
obtained and delivered to Jones each of the Consents designated on Schedule 3.7
as material, with no adverse conditions imposed by such Consent, and each of
the Estoppel Certificates.

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6.2.3 Title Defects. There shall exist no Title Defects
with respect to the TWE Real Property that shall not have been cured or removed
or which the title company shall not have, with the consent of Jones, committed
to insure over.

6.2.4 No Litigation. There shall be no Legal Requirement,
and no Judgment shall have been entered and not vacated by any Governmental
Authority of competent jurisdiction in any Litigation or arising therefrom,
that (i) enjoins, restrains, makes illegal, or prohibits consummation of the
transactions contemplated by this Agreement, or (ii) requires separation or
divestiture by Jones of all or any significant portion of the TWE Assets after
Closing, and there shall be no Litigation pending or threatened that seeks, or
which if successful would have the effect of, any of the foregoing.

6.2.5 HSR Act Compliance. All waiting periods under the
HSR Act applicable to this Agreement or the transactions contemplated hereby
shall have expired or been terminated.

6.2.6 Deliveries. TWE shall have made or stand willing to
and able to make all of the deliveries to Jones set forth in Section 7.3.

6.2.7 No Adverse Change. Between the date of this
Agreement and the Closing Date, there shall have been (i) no material adverse
change in any of the TWE System or their financial condition, taken as a whole,
other than any change arising out of matters of a general economic nature or
matters (including, without limitation, competition caused by or arising from
multichannel multipoint distribution service and/or direct broadcast satellite,
and legislation, rulemaking or regulation) affecting the cable television
industry (national or regional) generally, and (ii) no material loss, damage,
impairment, confiscation or condemnation of any of the TWE Assets that has not
been repaired or replaced.

6.2.8 Legal Matters. All actions, proceedings,
instruments and documents required to carry out this Agreement or incidental
thereto and all related legal matters shall be reasonably satisfactory to and
approved by Jones' counsel, and such counsel shall have been furnished with
such certified copies of actions and proceedings and such other instruments and
documents as it reasonably shall have requested.

6.2.9 Minimum Equivilent Billing Units. Ile number of
Equivalent Billing Units served by the TWE System shall not be less than 59,557
as of the Closing Date.

6.2.10 Savannah Headend Bulding. If Closing is to occur on
or before January 31, 1996, then TWE shall have received all necessary permits
for the construction of the Savannah Headend Building and the following
construction activities

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shall have taken place: completion of the building layout, completion of all
grading and site work (including for any necessary access to the site),
substantial completion of the foundation, and commencement of the installation
of utilities. If Closing is to occur after January 31, 1996, then either (i) a
Certificate of Occupancy shall have been issued for the Savannah Headend
Building on or before July 1, 1996, or (ii) TWE shall have obtained an
extension of the term of that certain Lease dated July 23, 1976 between Forest
City Gun Club and American Cablevision of Carolina, Inc., d/b/a Savannah T.V.
Cable Company (the "Headend Lease") such that the Headend Lease will expire no
earlier than 30 days after a Certificate of Occupancy has been issued for the
Savannah Headend Building, or (iii) Jones shall be satisfied, in the exercise
of its reasonable judgment based on all available information, that a
Certificate of Occupancy will be issued on or before July 1, 1996, or at least
30 days before the expiration of the Headend Lease (if extended), whichever
date is later.

7. CLOSING*

7.1 Time and Place. Closing shall be held by mail or in the
offices of Jones Intercable, Inc., 9697 East Mineral Avenue, Englewood,
Colorado, 80112, on the last calendar day of the month in which occurs the
first business day after all conditions set forth in Sections 6.1 and 6,2 have
been satisfied or waived, or on such other date as TWE and Jones may mutually
agree, but in no event shall Closing be held later than September 30, 1996 (the
"Outside Closing Date").

7.2 Jones' Deliveries. At Closing, Jones shall deliver or cause
to be delivered to TWE the following:

7.2.1 Bill of Sale. An executed Bill of Sale and
Assignment in the form attached hereto as Exhibit A;

7.2.2 TWCS Bill of Sale, Assignment and Assumption
Agreement. An executed counterpart of a Bill of Sale, Assignment and Assumption
Agreement from TWCS (the "TWCS Bill of Sale") with respect to the TWCS Assets
in the form attached hereto as Exhibit B;

7.2.3 Vehicle Titles. Title certificates to all vehicles
included among the Jones Assets, endorsed for transfer of title to TWE, and
separate bills of sale therefor if required by the laws of the states in which
such vehicles are titled;

7.2.4 Deeds. Executed General Warranty Deeds conveying to
TWE, subject only to the Permitted Liens reflected on the Title Commitments,
each fee parcel of the Jones Real Property;

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7.2.5 Title Commitments. Updated Title Commitments, to
the extent required to remove or insure over any Title Defects reflected on
previously delivered Title Commitments;

7.2.6 FIRPTA Affidavit. A FIRPTA Non-Foreign Seller
Affidavit certifying that Jones is not a foreign person within the meaning of
Section 1445 of the Code, reasonably satisfactory in form and substance to TWE;

7.2.7 Officer's Certificate. The certificate described in
Section 6.1.1;

7.2.8 Consents and Estoppel Certificates. The original of
each Consent, to the extent designated material on Schedule 4.7, and the
original (to the extent such original is reasonably available, and if not so
available, a copy) of each Estoppel Certificate;

7.2.9 Jones Franchises, Jones Licenses, Jones Contracts,
and Business Records. To the extent not previously delivered, copies of all
Jones Franchises, Jones Licenses, Jones Contracts, customer and subscriber
lists, blueprints, schedules, drawings, plans, projections, engineering
records, and all files and records used by Jones in connection with its
operation of the Jones Systems;

7.2.10 Opinions of Counsel. Opinions of Elizabeth M.
Steele, Jones' counsel, and Dow Lohnes & Albertson Jones' special
communications counsel, addressed to TWE and dated as of the Closing Date,
substantially in the forms attached hereto as Exhibit C-1 and Exhibit C-2,
respectively;

7.2.11 Jones Assumption Agreement. An executed counterpart
of an Assumption Agreement from Jones, substantially in the form attached
hereto as Exhibit D (the "Jones Assumption Agreement");

7.2.12 TWE Assumption Agreement. An executed counterpart
of an Assumption Agreement from TWE, substantially in the form attached hereto
as Exhibit E (the "TWE Assumption Agreement"); and

7.2.13 Other Documents. Such other documents and
instruments as shall be necessary to effect the intent of this Agreement and
consummate the transactions contemplated by this Agreement.

7.3 TWE's Deliveries. At Closing, TWE shall deliver or cause to
be delivered to Jones the following:

7.3.1 Cash Purchase Price.

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7.3.2 Bill of Sale. An executed Bill of Sale and
Assignment in the form attached hereto as Exhibit F;

7.3.3 TWCS Bill of Sale, Assignment and Assumption
Agreement. A counterpart of the TWCS Bill of Sale executed by TWCS;

7.3.4 Vehicle Titles. Title certificates to all vehicles
included among the TWE Assets, endorsed for transfer of title to Jones, and
separate bills of sale therefor if required by the laws of the states in which
such vehicles are titled;

7.3.5 General Warranty Deeds. Executed General Warranty
Deeds conveying to Jones, subject only to the Permitted Liens reflected on the
Title Commitments, each fee parcel of the TWE Real Property;

7.3.6 Title Commitments. Updated Title Commitments, to
the extent required to remove or insure over any Title Defects reflected on
previously delivered Title Commitments;

7.3.7 FIRPTA Affidavit. A FIRPTA Non-Foreign Seller
Affidavit certifying that TWE is not a foreign person within the meaning of
Section 1445 of the Code, reasonably satisfactory in form and substance to
Jones;

7.3.8 Officer's Certificate. The certificate described
in Section 6.2.1;

7.3.9 Consents and Estoppel Certificates. The original
of each Consent, to the extent designated material on Schedule 3.7, and the
original (to the extent such original is reasonably available, and if not so
available, a copy) of each Estoppel Certificate;

7.3.10 TWE Franchises, TWE Licenses, TWE Contracts, and
Business Records. To the extent not previously delivered, copies of all TWE
Franchises, TWE Licenses, TWE Contracts, customer and subscriber lists,
blueprints, schedules, drawings, plans, projections, engineering records, and
all files and records used by TWE in connection with its operation of the TWE
System;

7.3.11 Opinions of Counsel. Opinions of Linda Weiler,
Esq., counsel to TWE, and Bryan Cave, TWE's special communications counsel,
addressed to Jones and dated as of the Closing Date, substantially in the forms
attached hereto as Exhibit G-1 and Exhibit G-2, respectively;

7.3.12 Jones Assumption Agreement. An executed
counterpart of the Jones Assumption Agreement;

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7.3.13 TWE Assumption Agreement. An executed counterpart
of the TWE Assumption Agreement; and

7.3.14 Other Documents. Such other documents and
instruments as shall be necessary to effect the intent of this Agreement and
consummate the transactions contemplated by this Agreement.

8. TERMINATION.

8.1 Termination Events. This Agreement may be terminated and the
transactions contemplated by this Agreement may be abandoned:

8.1.1 at any time, by the mutual agreement of TWE and
Jones;

8.1.2 by either TWE or Jones, at any time, if the other
is in material breach or default of its respective covenants, agreements, or
other obligations in this Agreement, or if any of its representations in this
Agreement or any Transaction Document are not true and accurate in all material
respects when made or when otherwise required by this Agreement to be true and
accurate;

8.1.3 by either TWE or Jones, upon written notice to the
other, if any of the conditions to its obligations set forth in Sections 6.1
and 6.2, respectively, shall not have been satisfied on or before the Outside
Closing Date for any reason other than a material breach or default by such
party of its respective covenants, agreements, or other obligations hereunder,
or any of its representations herein not being true and accurate in all
material respects when made or when otherwise required by this Agreement to be
true and accurate in all material respects; or

8.1.4 as otherwise provided in this Agreement.

8.2 Effect of Termination.

8.2.1 Without limiting any other provision of this
Section, if the transactions contemplated by this Agreement is terminated and
abandoned as provided herein: (i) each party shall pay the costs and expenses
incurred by it in connection with this Agreement, and no party (or any of its
officers, directors, employees, agents, representatives or shareholders) shall
be liable to any other party for any costs, expenses or damages except as
expressly specified herein; (ii) each party shall redeliver all documents, work
papers and other materials of the other party relating to the transactions
contemplated hereby, whether so obtained before or after the execution hereof,
to the party furnishing the same; (iii) all confidential information received
by either party hereto shall be treated in accordance with Section 10.1 hereof;
and (iv) neither party hereto shall have any liability or further obligation to
the other party to

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this Agreement except (A) as stated in subparagraphs (ii) and (iii) of this
Section 8.2.1, and (B) to the extent applicable, as set forth in Section 8.2.2
below.

8.2.2 If both (i) this Agreement is terminated by one
party pursuant to Section 8.1.2 for any reason and (ii) the other party shall
be in breach in a material respect of any of its representations and warranties
made herein or its covenants or agreements made herein, then the terminating
party shall have as its sole and exclusive remedy the right to seek monetary
damages from the other party.

9. SURVIVAL OF REPRESENTATIONS AND INDEMNITY.

9.1 Survival of Representations, Warranties and Covenants. All
representations, warranties, covenants and agreements contained in this
Agreement and in any Transaction Document shall be deemed continuing
representations, warranties, covenants and agreements and shall survive the
Closing Date as specified herein. The representations, warranties, covenants
and agreements contained in this Agreement and in any Transaction Document
shall survive for a period ending on the date which is 12 months after the
Closing Date, except for representations and warranties set forth in Sections
3.1 (Organization and Qualification of TWE), 3.2 (Authorization of TWE), 4.1
(Organization and Qualification of Jones) and 4.2 (Authorization of Jones),
which shall survive indefinitely, the representations and warranties set forth
in Sections 3.3 (TWE System Information) and 4.3 (Jones System Information),
which shall survive for a period ending on a date which is 60 days after the
Closing Date, and the representations and warranties set forth in Sections 3.9
(TWE Employment Matters), 3.10 (TWE Taxes), 3.13 (TWE Compliance with Legal
Requirements), 3.14 (TWE Environmental Laws and Regulations), 4.9 (Jones
Employment Matters), 4.10 (Jones Taxes), 4.13 (Jones Compliance with Legal
Requirements) and 4.14 (Jones Environmental Laws and Regulations), which shall
survive for the period of the applicable statute of limitations. If Closing
occurs, neither party shall have liability to the other (for indemnification or
otherwise) with respect to any representation or warranty or any covenant,
agreement or obligation to the extent required to be performed prior to the
Closing Date, unless on or prior to the end of the applicable survival period
such party is given notice of a claim with respect thereto and specifying the
factual basis of that claim in reasonable detail to the extent then known to
the claiming party.

9.2 TWE's Indemnity. Notwithstanding Closing, and regardless of
any investigation made at any time by or on behalf of Jones or any information
Jones may have, TWE shall indemnify and hold Jones, their respective
affiliates, officers, directors, employees, agents, and representatives, and
any Person claiming by or through any of them, as the case may be, harmless
from and against any Losses arising out of or resulting from:

9.2.1 all actual or purported liabilities and
obligations of TWE, and all claims and demands made in respect thereof whether
or not known or

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asserted at or prior to Closing (except the Jones Assumed liabilities),
relating to the TWE System;

9.2.2 the operation of the TWE System prior to the
Adjustment Time;

9.2.3 any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of TWE under this
Agreement or any Transaction Document; and

9.2.4 any liabilities relating to any Non-Hired Employee
asserted under any federal, state or local law or regulation or otherwise
pertaining to any labor or employment matter arising out of actions occurring
prior to Closing.

If, by reason of the claim of any third party relating to
any of the matters subject to such indemnification, a lien, attachment,
garnishment, or execution is placed or made upon any of the properties or
assets owned or leased by Jones or any other indemnitee under this Section, in
addition to any indemnity obligation of TWE under this Section, TWE shall
furnish a bond sufficient to obtain the prompt release thereof within five days
from receipt of notice relating thereto.

9.3 Jones' Indemnity. Notwithstanding Closing, and regardless of
any investigation made at any time by or on behalf of TWE or any information
TWE may have, Jones shall indemnify and hold TWE, its affiliates, officers,
directors, employees, agents, and representatives, and any Person claiming by
or through any of them, as the case may be, from and against any Losses arising
out of or resulting from:

9.3.1 all actual or purported liabilities and
obligations of Jones, and all claims and demands made in respect thereof
whether or not known or asserted at or prior to Closing (except the TWE Assumed
Liabilities), relating to the Jones Systems;

9.3.2 the operation of the Jones Systems prior to the
Adjustment Time;

9.3.3 any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of Jones under this
Agreement or any Transaction Document; and

9.3.4 any liabilities relating to any Non-Hired Employee
asserted under any federal, state or local law or regulation or otherwise
pertaining to any labor or employment matter arising out of actions occurring
prior to Closing.

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If, by reason of the claim of any third party relating to
any of the matters subject to such indemnification, a Lien, attachment,
garnishment, or execution is placed or made upon any of the properties or
assets owned or leased by TWE or any other indemnitee under this Section, in
addition to any indemnity obligation of Jones under this Section, Jones shall
furnish a bond sufficient to obtain the prompt release thereof within five days
from receipt of notice relating thereto.

9.4 Procedure for Indemnified Third Party Claim. Promptly after
receipt by a party entitled to indemnification under this Agreement (the
"Indemnitee") of written notice of the assertion or the commencement of any
Litigation with respect to any matter referred to in Sections 9.2 and 9.3, the
Indemnitee shall give written notice thereof to the party from whom
indemnification is sought pursuant hereto (the "Indemnitor") and thereafter
shall keep the Indemnitor reasonably informed with respect thereto; provided,
however, that failure of the Indemnitee to give the Indemnitor notice as
provided herein shall not relieve the Indemnitor of its obligations hereunder.
In case any Litigation shall be brought against any Indemnitee, the Indemnitor
shall be entitled to participate in such Litigation and, at the request of the
Indemnitee, shall assume the defense thereof with counsel satisfactory to the
Indemnitee, at the Indemnitor's sole expense. If the Indemnitor shall assume
the defense of any Litigation, it shall not settle the Litigation unless the
settlement shall include as an unconditional term thereof the giving by the
claimant or the plaintiff of a release of the Indemnitee, satisfactory to the
Indemnitee, from all liability with respect to such Litigation.

9.5 Limitation on Indemnification. Notwithstanding any other
provision contained in this Article 9, neither party shall make a claim for
indemnification hereunder until the earlier of (i) 30 days prior to the end of
the applicable survival period or (ii) the date on which such party's
indemnification claims equal or exceed $75,000 (the "Initial Indemnification
Claim Date"). On and after the Initial Indemnification Claim Date, a party may
make a claim for indemnification with respect to all claims then outstanding or
thereafter arising.

9.6 Determination of Indemnification Amounts and Related
Matters.

9.6.1 Amounts payable by the Indemnitor to the
Indemnitee in respect of any Losses under this Section 9 shall be payable by
the Indemnitor as incurred by the Indemnitee.

9.6.2 In calculating amounts payable to an Indemnitee
under this Agreement, the amount of the indemnified Losses shall be
"grossed-up" by the amount of any increase in the Indemnitee's liability for
Taxes resulting from indemnification by the Indemnitor under this Agreement.

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10. CONFIDENTIALITY AND PRESS RELEASES.

10.1 Confidentiality. Each party shall hold in strict confidence
all documents and information concerning the other and its business and
properties (except that either party may disclose such documents and
information to any Governmental Authority reviewing the transactions
contemplated hereby or as required in either party's judgment pursuant to any
Legal Requirement), and if the transactions contemplated hereby should not be
consummated, such confidence shall be maintained, and all such documents and
information (in whatever form) and copies thereof shall immediately thereafter
be destroyed, or returned to the party originally furnishing the same.

10.2 Press Releases. No press release or public disclosure,
either written or oral, of the existence or terms of this Agreement shall be
made by either TWE or Jones prior to Closing without the consent of the other,
and TWE and Jones shall each furnish to the other advance copies of any release
that it proposes to make public concerning this Agreement or the transactions
contemplated hereby and the date upon which TWE or Jones, as the case may be,
proposes to make such press release. This provision shall not, however, be
construed to prohibit any party from making any disclosures to any Governmental
Authority which it is required to make under any Legal Requirement, or from
filing this Agreement with, or disclosing the terms of this Agreement to, any
governmentally regulated institutional lender to such party.

11. BROKERAGE FEES.

Each of TWE and Jones represents and warrants to the other that it
has not incurred any obligations or liabilities, contingent or otherwise, for
brokerage or finder's fees or agent's commissions or other like payment in
connection with this Agreement or the transactions contemplated hereby for
which the other party will have any liability, except that Jones has retained
Jones Financial Group, Ltd. (the "Group") as its sole broker and finder in
connection with this Agreement and the transactions contemplated hereby, and
Jones has agreed to pay the entire commission of the Group. TWE shall have no
liability or responsibility for the commissions payable to the Group. TWE shall
indemnify and hold Jones harmless against and in respect of any breach by it of
the provisions of this Section, and Jones shall indemnify and hold TWE harmless
against and in respect of any breach by it of the provisions of this Section.

12. CASUALTY LOSSES.

The risk of any loss or damage to the TWE Assets or the Jones
Assets resulting from fire, theft or any other casualty (except reasonable wear
and tear) shall be borne by TWE or Jones, respectively, at all times prior to
the Adjustment Time. In the event that any such loss or damage shall be
sufficiently substantial so as to preclude and prevent within 30 days from the
occurrence of the event resulting in such loss or damage resumption of normal
operations of any material portion of the Systems or replacement

-49-
<PAGE> 54
or restoration of the lost or damaged Assets, TWE or Jones, as appropriate,
shall immediately notify the other in writing of its inability to resume normal
operations or to replace or restore the lost or damaged Assets, and the other,
at any time within 10 days after receipt of such notice, may elect by written
notice to the notifying party to either (i) waive such defect and proceed
toward consummation of the transaction in accordance with terms of this
Agreement, or (ii) terminate this Agreement. If the other elects to terminate
this Agreement, both parties shall stand fully released and discharged of any
and all obligations hereunder. If the other shall elect to consummate the
transactions contemplated by this Agreement notwithstanding such loss or damage
and does so, all insurance proceeds payable as a result of the occurrence of
the event resulting in such loss or damage shall be delivered by the notifying
party to the other, or the rights thereto shall be assigned by the notifying
party to the other if not yet paid over to the notifying party, and the
notifying party shall pay to the other an amount equal to the difference
between the amount of such insurance costs and the full replacement cost of the
damaged or lost Assets.

13. MISCELLANEOUS.

13.1 Further Assurances. From time to time after Closing, each of
TWE and Jones shall, if requested by the other, make, execute and deliver to
the other such additional assignments, bills of sale, deeds and other
instruments of transfer, as may be necessary or proper to transfer to the other
all of its right, title, and interest in and to its Assets. Such efforts and
assistance shall be without cost to the requesting party.

13.2 Notices. All notices, requests, demands, and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (i) mailed,
registered or certified mail, return receipt requested, postage prepaid, (ii)
delivered by hand, (iii) sent by facsimile transmission, or (iv) delivered by
courier, to the following addresses, or at such other address as a party may
designate by notice given in accordance with this Section:

If to Jones: Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attention: President
Facsimile: 303-799-4675

With a copy to: Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attention: General Counsel
Facsimile: 303-799-1644

-50-
<PAGE> 55
If to TWE: Time Warner Entertainment Company, L.P.
300 First Stamford Place
Stamford, Connecticut 06902-6732
Attention: Jeffrey D. Elberson
Facsimile: 203-328-4828

With copies to: Holland & Hart
555 Seventeenth Street, Suite 2900
P.O. Box 8749
Denver, Colorado 80202
Attention: Davis 0. O'Connor, Esq.
Facsimile: 303-295-8261

Notices delivered personally or by courier shall be effective upon
delivery to the intended recipient. Notices transmitted by facsimile
transmission shall be effective when confirmation of transmission is received.
Notices delivered by registered or certified mail shall be effective on the
delivery date set forth on the receipt of registered or certified mail, or
three days after deposit in the mail, whichever is earlier.

13.3 Assignment; Binding Effect. Neither party may assign this
Agreement or any interest herein without the prior written consent of the other
party; provided that either TWE or Jones may assign this Agreement and its
respective rights and duties hereunder to any other Person controlling,
controlled by or under common control with TWE or Jones, respectively, without
the consent of the other party. For purposes of this paragraph, a change in
control of TWE or Jones shall not constitute an assignment of this Agreement or
any of the rights and duties hereunder. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

13.4 Expenses. Each party shall bear its own expenses and the
fees and expenses of its legal counsel, accountants, and other experts incurred
in connection with the preparation of this Agreement and the consummation of
the transactions contemplated by this Agreement.

13.5 Collection of Accounts. From and after the Closing Date,
each of TWE and Jones, as applicable, shall have the right and authority, at
its expense, to collect for its account all items to which it is entitled as
provided in this Agreement and to endorse with the name of the other any checks
or drafts received on account of any such items.

13.6 Entire Agreement; Amendments; and Waivers. This Agreement
merges all previous negotiations between the parties hereto and constitutes the
entire agreement and understanding between the parties with respect to the
subject matter of this Agreement. No alteration, modification or change of this
Agreement shall be valid

-51-
<PAGE> 56
except by an agreement in writing executed by the parties hereto. No failure or
delay by any party in exercising any right, power or privilege hereunder (and
no course of dealing between or among any of the parties) shall operate as a
waiver of any such right, power, or privilege. No waiver of any default on any
one occasion shall constitute a waiver of any subsequent or other default. No
single or partial exercise of any such right, power, or privilege shall
preclude the further or full exercise thereof.

13.7 Counterparts. This Agreement may be executed in one or more
counterparts with the same effect as if all of the signatures on such
counterparts appeared on one document. All executed counterparts shall together
constitute one and the same agreement.

13.8 Severability. If any Provision of this Agreement or the
application thereof to any Person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

13.9 Schedules and Exhibits; Headings. All references herein to
Schedules and Exhibits are to the Schedules and Exhibits attached hereto, which
shall be incorporated in and constitute a part of this Agreement by such
reference. The headings in this Agreement are for purposes of reference only
and shall not limit or otherwise affect the meaning of this Agreement.

13.10 Governing Law. The validity, performance, and enforcement of
this Agreement and all Transaction Documents, unless expressly provided to the
contrary, shall be governed by the laws of the State of Colorado, without
giving effect to the principles of conflicts of law of such State.

13.11 Third Parties; Joint Ventures. This Agreement constitutes an
agreement solely among the parties hereto, and except as otherwise provided
herein, is not intended to and will not confer any rights, remedies,
obligations, or liabilities, legal or equitable, including any right of
employment, on any Person (including but not limited to any employee or former
employee of either of TWE or Jones) other than the parties hereto and their
respective successors, or assigns, or otherwise constitute any Person a third
party beneficiary under or by reason of this Agreement. Nothing in this
Agreement, expressed or implied, is intended to or shall constitute the parties
hereto partners or participants in a joint venture.

13.12 Construction. This Agreement has been negotiated by TWE and
Jones and their respective legal counsel, and legal or equitable principles
that might require the construction of this Agreement or any provision of this
Agreement against the party drafting this Agreement shall not apply in any
construction or interpretation of this Agreement.

-52-
<PAGE> 57
13.13 Attorneys' Fees. Notwithstanding any other provision of this
Agreement, the prevailing party in any Litigation between TWE and Jones with
respect to this Agreement or the transactions contemplated hereby shall be
entitled to recover from the nonprevailing party its reasonable attorneys' fees
and costs of the Litigation.

13.14 Commercially Reasonable Efforts. As used in this Agreement,
the phrase "commercially reasonable efforts" shall not be deemed to require a
party to undertake extraordinary measures, including the initiation or
prosecution of legal proceedings or the payment of amounts in excess of normal
and usual filing and processing fees, if any.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-53-
<PAGE> 58
IN WITNESS WHEREOF, the parties have executed this Asset Exchange
Agreement as of the date first written above.

JONES INTERCABLE, INC.

By: /s/ JAMES B. O'BRIEN
Name: James B. O'Brien
Title: President

TIME WARNER ENTERTAINMENT
COMPANY, L.P., through its division,
TIME WARNER CABLE VENTURES

By: /s/ JEFFREY D. ELBERSON
Name: Jeffrey D. Elberson
Title: Vice President

-54-
<PAGE> 59
INDEX OF EXHIBITS AND SCHEDULES
TO
ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

<TABLE>
<CAPTION>
EXHIBITS TAB NO.
-------- -------
<S> <C>
Exhibit A Form of Bill of Sale and Assignment from Jones
Exhibit B Form of TWCS Bill of Sale, Assignment and Assumption
Agreement
Exhibit C-1 Form of Jones' Counsel Opinion
Exhibit C-2 Form of Jones' FCC Counsel Opinion
Exhibit D Form of Jones Assumption Agreement
Exhibit E Form of TWE Assumption Agreement
Exhibit F Form of Bill of Sale and Assignment from TWE
Exhibit G-1 Form of TWE's Counsel Opinion
Exhibit G-2 Form of TWE's FCC Counsel Opinion

Schedules
---------

Schedule A Communities Served by the Jones Systems
Schedule B Communities Served by the TWE System
Schedule 2.3 TWCS Assets
Schedule 2.6 TWE Excluded Assets
Schedule 2.6.2 TWE Broadcast Contracts
Schedule 2.7 Jones Excluded Assets
Schedule 2.7.2 Jones Broadcast Contracts
Schedule 3.3 TWE System Information
Schedule 3.4 TWE Competitive Activities
Schedule 3.5 TWE Personal Property
Schedule 3.6 TWE Franchises, TWE Licenses and TWE Contracts
Schedule 3.7 TWE Conflicts; Consents
Schedule 3.8 TWE Litigation
Schedule 3.9 TWE Employment Matters
Schedule 3.10 TWE Taxes
Schedule 3.12 TWE Material Adverse Changes
Schedule 3.13 TWE Compliance with Legal Requirements
Schedule 3.14 TWE Environmental
Schedule 3.15 TWE Real Property

</TABLE>
<PAGE> 60
<TABLE>
<S> <C>
Schedule 3.18 TWE Accounts Receivable
Schedule 3.19 TWE Surety Bonds
Schedule 4.3 Jones System Information
Schedule 4.4 Jones Competitive Activities
Schedule 4.5 Jones Personal Property
Schedule 4.6 Jones Franchises, Jones Licenses and Jones Contracts
Schedule 4.7 Jones Conflicts; Consents
Schedule 4.8 Jones Litigation
Schedule 4.9 Jones Employment Matters
Schedule 4.10 Jones Taxes
Schedule 4.12 Jones Material Adverse Changes
Schedule 4.13 Jones Compliance with Legal Requirements
Schedule 4.14 Jones Environmental
Schedule 4.15 Jones Real Property
Schedule 4.18 Jones Accounts Receivable
Schedule 4.19 Jones Surety Bonds
</TABLE>
<PAGE> 61
EXHIBIT A
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF BILL OF SALE AND ASSIGNMENT FROM JONES

THIS BILL OF SALE AND ASSIGNMENT, dated as of ____________________ ,
1995 is given by Jones Intercable, Inc., a Colorado corporation ("Jones"), to
Time Warner Entertainment Company, L.P., a Delaware limited partnership,
through its division, Time Warner Cable Ventures ("TWE").

RECITALS

Jones and TWE have entered into an Asset Exchange Agreement dated as
of September 1, 1995 (the "Agreement") providing, among other things, for the
conveyance, assignment and transfer by Jones to TWE of substantially all of the
tangible and intangible assets of Jones' cable television systems that are
franchised or hold other operating authority and operate in and around Hilo,
Hawaii; Lodi Ohio; and Manitowac, Ripon, Lake Geneva and Kenosha, Wisconsin (the
"Jones Systems"). All capitalized terms not otherwise defined herein shall have
the meanings ascribed in the Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Jones conveys, assigns, transfers and delivers to TWE,
free and clear of all Liens (except Liens for ad valorem Taxes not yet due and
payable), and with full warranties of title and with full substitution and
subrogation to all rights and actions of warranty against all preceding owners,
all right, title and interest of Jones in all of the Jones Assets, excluding
the Jones Excluded Assets and the Jones Assets listed on Exhibit F, but
including the following:

(a) All of the equipment, plant inventory, spare parts, supplies
and other tangible personal property that are owned or leased by Jones and used
or useful as of the date hereof in the conduct of the business or operations of
the Jones Systems, including without limitation the items described on Exhibit
A.

(b) All of the fee estates and buildings and other improvements
thereon, leasehold interests in real estate, private easements, private rights
to access, private rights-

Exhibit A - Page 1
<PAGE> 62
of-way, and other real property interests that are used by Jones, or owned by
Jones and useful in the conduct of the business or operations of the Jones
Systems, including without limitation the interests described on Exhibit B.

(c) All municipal, county and state franchises, franchise
applications, authorizations and permits relating to the Jones Systems,
including without limitation the items described on Exhibit C.

(d) The leases, private easements, private rights-of-way, multiple
dwelling unit agreements, retransmission consent agreements, pole attachment
and conduit agreements, subscriber agreements and other agreements described on
Exhibit D.

(e) All rights of Jones to payment for services rendered by Jones
prior to the date hereof in connection with the operation of the Jones Systems,
as reflected on the billing records of Jones.

(f) All domestic satellite, business radio, CARS, microwave and
other licenses, and all authorizations and permits relating to the Jones
Systems granted to Jones by any Governmental Authority, except any public
easements or rights-of-way related thereto, including without limitation the
items described on Exhibit E.

(g) All of Jones' proprietary information, technical information
and data, machinery and equipment warranties, maps, computer disks and tapes,
plans, diagrams, blueprints and schematics relating to the Jones Systems,
including filings with the FCC.

(h) All books and records relating to the business or operations
of the Jones Systems.

(i) The goodwill and going concern value generated by Jones with
respect to the Jones Systems.

(j) All intangible assets of Jones relating to the Jones Systems
not specifically described above.

TO HAVE AND TO HOLD the Jones Assets unto TWE, its successors and
assigns, forever, and Jones hereby warrants and agrees to defend title to the
same against all lawful claims of any Person.

Jones shall execute and deliver to TWE such further instruments of
conveyance as may be reasonably necessary to convey the Jones Assets.

This Bill of Sale and Assignment is executed and delivered pursuant to
the Agreement, subject to the covenants, representations, warranties, and other
provisions

Exhibit A - Page 2
<PAGE> 63
thereof. No provision set forth in this Bill of Sale and Assignment shall be
deemed to enlarge, alter or amend the terms or provisions of the Agreement.

Jones has executed this Bill of Sale and Assignment as of the date
first above written.

JONES INTERCABLE, INC., A COLORADO CORPORATION

By:__________________________________________
Name:________________________________________
Title:_______________________________________

Exhibit A - Page 3
<PAGE> 64
EXHIBIT B
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF TWCS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT ("Bill of
Sale"), dated as of _____________, 1995, is made and entered into by and
between TW Cable Service Co., a New York general partnership ("TWCS"), whose
U.S. Taxpayer Identification Number is 13-3728159, and Jones Intercable, Inc.,
a Colorado corporation ("Jones"), whose U.S. Taxpayer Identification Number
is 84-0613514.

RECITALS

A. Time Warner Entertainment Company, LP., a Delaware limited
partnership ("TWE"), through its division, Time Warner Cable Ventures, and
Jones have entered into an Asset Exchange Agreement dated September 1, 1995
(the "Agreement") pursuant to which on the date hereof Jones has acquired from
TWE and TWE has transferred to Jones substantially all of the assets (the
"Assets") of TWE's cable television system that is franchised or holds other
operating authority and operates in and around Savannah, Georgia (the "TWE
System"). All capitalized terms not defined herein shall have the meanings
ascribed in the Agreement.

B. TWCS leases, owns, operates, controls and maintains the
facilities identified on Exhibit A for the receiving of programming signals
from satellites and broadcast television stations, and delivers the same to the
TWE System.

C. TWCS desires to sell and deliver, and Jones desires to
purchase and acquire, the facilities identified on Exhibit A.

AGREEMENTS

For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, TWCS and Jones agree as provided herein and TWCS
conveys, assigns, transfers and delivers to Jones, free and clear of all Liens
(except Liens for ad valorem Taxes not yet due and payable), and with full
warranties of title and with full substitution and subrogation to all rights
and actions of warranty against all preceding owners, all right, title and
interest of TWCS in all antennae, earth satellite receive

Exhibit B - Page 1
<PAGE> 65
stations and related equipment and domestic satellite receive only (TVRO)
licenses set forth on Exhibit A (the TWCS Assets").

TO HAVE AND TO HOLD the TWCS Assets unto Jones, its successors and
assigns forever, and TWCS hereby warrants and agrees to defend title to the
same against all lawful claims of any person.

1. Assumption of Liabilities. Jones hereby assumes and shall pay,
discharge, and perform all obligations and liabilities arising from or out of
(i) acts, omissions or events occurring subsequent to the Closing Date under
any license or authorization set forth on Exhibit A and (ii) Jones' ownership
or operation of the TWCS Assets after the Closing Date (the "Assumed TVRO
Liabilities"). All debts, liabilities, and obligations arising out of or
relating to the TWCS Assets other than the Assumed TVRO Liabilities shall
remain and be the obligations and liabilities solely of TWCS.

2. TWCS Representations and Warranties. TWCS represents and
warrants to Jones as of the date of this Bill of Sale:

2.1 Organization and Qualification. TWCS is a general
partnership duly organized, validly existing, and in good standing under the
laws of the State of New York, and has all requisite partnership power and
authority to own and lease the TWCS Assets and to conduct its activities and to
carry on its business in connection with the TWCS Assets as such activities and
business are currently conducted. TWCS is duly qualified to do business as a
foreign partnership and is in good standing in all jurisdictions in which the
ownership or leasing of the TWCS Assets makes such qualification necessary,
except any such jurisdiction where the failure to be so qualified and in good
standing would not have a material adverse effect on the validity, binding
effect or enforceability of this Bill of Sale or on the ability of TWCS to
perform its obligations under this Bill of Sale.

2.2 Authorization. TWCS has full partnership power and
authority to execute, deliver, and perform this Bill of Sale and to consummate
the transactions contemplated hereby. The execution, delivery, and performance
of this Bill of Sale and the consummation of the transactions contemplated
hereby on the part of TWCS have been duly and validly authorized and approved
by all necessary action on the part of TWCS. This Bill of Sale has been duly
and validly executed and delivered by TWCS, and is the valid and binding
obligation of TWCS, enforceable against TWCS in accordance with its terms.

2.3 Title and Condition of TWCS Assets. Exhibit A contains
a complete description of all material items of TWCS Assets. TWCS has good and
marketable title to all of the TWCS Assets, free and clear of all liens, except
ad valorem Taxes not yet due and payable. All the TWCS Assets are in good
working order and repair, ordinary wear and tear excepted.

Exhibit B - Page 2
<PAGE> 66
2.4 Licenses. Exhibit A contains a description of all
licenses or authorizations applicable to the TWCS Assets. TWCS has delivered to
Jones true and complete copies of each of the licenses or authorizations
described on Exhibit A (the "TWCS Licenses"). To TWCS' knowledge, (i) the
TWCS Licenses are in full force and effect, and enforceable in accordance with
their terms against the parties thereto other than TWCS, and TWCS has fulfilled
when due, or has taken all action necessary to enable it to fulfill when due,
all of its obligations thereunder; (ii) there has not occurred any default
(without regard to lapse of time, the giving of notice, the election of any
Person other than TWCS, or any combination thereof) by TWCS nor, to the
knowledge of TWCS, has there occurred any default (without regard to lapse of
time, the giving of notice, the election of TWCS, or any combination thereof)
by any Person other than TWCS under the TWCS Licenses; and (iii) neither TWCS
nor, to the knowledge of TWCS, any other Person is in arrears in the
performance or satisfaction of its obligations under any of the TWCS licenses,
and no waiver or indulgence has been granted by any of the parties thereto.

2.5 No Conflict, Required Consents, The execution,
delivery, and performance by TWCS of this Bill of Sale do not and will not: (i)
violate any provision of any Legal Requirement; (ii) conflict with or violate
any provision of the partnership agreement or certificate of general
partnership of TWCS; (iii) result in the creation or imposition of any Lien
against or upon any of the TWCS Assets; or (iv) require any consent, approval,
or authorization of, or filing of any certificate, notice, application, report,
or other document with, any Governmental Authority or other Person.

2.6 Compliance with Legal Requirements. The use of the
TWCS Assets as currently used does not violate or infringe in any material
respect any Legal Requirements currently in effect or, to the knowledge of
TWCS, proposed to become effective. TWCS has received no notice of any
violation by TWCS of any Legal Requirement applicable to the operation of the
TWCS Assets as currently operated, and knows of no basis for the allegation of
any such violation. The operation of the TWCS Assets has not violated and does
not violate the Cable Act, except for violation(s) which, individually or in
the aggregate, reasonably could not be expected to have a material adverse
effect on the TWCS Assets.

3. Further Assurances. TWCS shall execute and deliver to Jones
such further instruments of conveyance as may be reasonably necessary to convey
the TWCS Assets.

4. No Merger. This Bill of Sale is executed and delivered
pursuant to the Agreement, subject to the covenants, representations,
warranties and other provisions thereof.

Exhibit B - Page 3
<PAGE> 67
5. Governing Law. The validity, performance, and enforcement of
this Bill of Sale shall be governed by the laws of the State of Colorado,
without giving effect to the principles of conflicts of law of such State.

6. Further Assurances. TWCS shall execute and deliver to Jones
such further instruments of conveyance as may be reasonably necessary to convey
the TWCS Assets.

7. Subject to Agreement. This Bill of Sale is executed and
delivered pursuant to the Agreement, subject to the covenants, representations,
warranties, and other provisions thereof. No provision set forth in this Bill of
Sale shall be deemed to enlarge, alter or amend the terms or provisions of the
Agreement.

The parties have executed this Bill of Sale as of the date first above
written.

TW CABLE SERVICE CO., A NEW YORK
GENERAL PARTNERSHIP

By:__________________________________________
Name:________________________________________
Title:_______________________________________

JONES INTERCABLE, INC., A COLORADO
CORPORATION

By:__________________________________________
Name:________________________________________
Title:_______________________________________

Exhibit B - Page 4
<PAGE> 68

EXHIBIT C-1
TO ASSET EXCHANGE AGREEMENT
BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.
THROUGH ITS DIVISION,
TIME WARNER CABLE VENTURES

FORM OF JONES' COUNSEL'S OPINION

______________________, 1995

Time Warner Entertainment Company, L.P.
c/o Time Warner Cable Ventures
300 First Stamford Place
Stamford, CT 06902-6732
Attn: Jeffrey D. Elberson

Re: Asset Exchange Agreement dated ____________, 1995 (the
"Agreement"), between Jones Intercable, Inc., a
Colorado corporation ("Jones"), and Time Warner
Entertainment Company, L.P., through its division
Time Warner Cable Ventures ("TWE")

Ladies and Gentlemen:

I am General Counsel of Jones and have acted as counsel to Jones in
connection with the transactions contemplated by the Agreement. This opinion is
being delivered to you pursuant to Section 7.2.10 of the Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings assigned to them in the Agreement.

In my capacity as counsel to Jones, I or persons under my supervision
have examined the Agreement, including the schedules and exhibits thereto, the
Transaction Documents, and such other records, agreements, instruments,
certificates and matters as I have considered necessary for the purpose of this
opinion. As to certain factual matters, I have relied on certificates and oral
confirmations issued or given by public officials, and on documents and
information furnished to me by appropriate corporate officers of Jones.
<PAGE> 69
__________, 1995
Page 2

In such examination, I have assumed the genuineness of all signatures,
other than the signatures of the officers of Jones, the authenticity of all
documents submitted to me as originals, the conformity with original documents
of all documents submitted to me as certified, telecopied, photostatic or
reproduced copies, and the authenticity of such latter documents. I have also
assumed that the Agreement and each and every other document and instrument
executed and delivered by TWE have been duly authorized by all necessary action
on the part of TWE, have been duly executed and delivered by authorized agents
of TWE, and constitute the legal, valid and binding obligations of TWE,
enforceable against TWE in accordance with their respective terms.

I am qualified to practice law in the State of Colorado only and do
not purport to express an opinion concerning the laws of any jurisdiction other
than the internal laws of the State of Colorado and the United States federal
law (except that no opinion is expressed herein with respect to the
Communications Act of 1934, as amended, or the rules, regulations and orders
promulgated or issued by the Federal Communications Commission thereunder). I
am expressing no opinion herein as to whether a court would apply Colorado law
to any particular aspect of the subject matter hereof. To the extent that the
laws of any other state purport to govern the documents referenced herein, you
may rely on my opinion with respect to such laws to the extent that the laws of
such state or states are substantially the same as the laws of the State of
Colorado, as to which sameness I express no opinion.

The opinion set forth in numbered paragraph 2 below relating to the
enforceability of the Agreement and the Transaction Documents is subject to the
following limitation: such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law), and
constitutional, statutory, common law or judicial requirements of notice and
due process.

Based upon and subject to the foregoing and any other qualifications
stated herein, I am of the opinion that:

1 . Jones is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Colorado, and has all requisite
power and authority to own and lease the Jones Assets and to conduct its
activities and to carry on the business of the Jones Systems as such activities
and business are currently conducted. Jones is duly qualified to do business
as a foreign corporation and is in good standing in the States of South
Carolina, Florida and Indiana.
<PAGE> 70
__________, 1995
Page 3

2. Jones has full corporate power and authority to execute,
deliver, and perform the Agreement and to consummate the transactions
contemplated thereby. The execution, delivery, and performance of the Agreement
and the consummation of the transactions contemplated thereby on the part of
Jones have been duly and validly authorized and approved by all necessary
action on the part of Jones, including appropriate resolutions of the Board of
Directors of Jones. The Agreement has been duly and validly executed and
delivered by Jones, and is the valid and binding obligation of Jones,
enforceable against Jones in accordance with its terms.

3. Except as described on Schedule 4.7 of the Agreement or on any
other Schedule to the Agreement, the execution, delivery, and performance by
Jones of the Agreement does not and will not: (i) violate any provision of any
Legal Requirement; (ii) conflict with or violate any provision of the Articles
of Incorporation or Bylaws of Jones; (iii) conflict with, violate, result in a
breach of, constitute a default under (without regard to requirements of
notice, lapse of time, or elections of other Persons, or any combination
thereof), accelerate, or permit the acceleration of the performance required
by, any Jones Contract; (iv) result in the creation or imposition of any Lien
against or upon any of the Jones Assets; or (v) require any consent, approval,
or authorization of, or filing of any certificate, notice, application, report,
or other document with, any Governmental Authority or other Person.

This opinion is rendered to you in connection with the transactions
contemplated by the Agreement and is not to be quoted in whole or in part or
otherwise referred to in any of your financial statements or other public
releases, nor is it to be filed with any Governmental Authority or any Person
without my prior written consent. I assume no obligation to advise you of any
changes in the opinion set forth herein which may come to my attention after
the date hereof. This opinion may not be relied on by any other Person or for
any purpose whatsoever other than the consummation of the transactions
contemplated by the Agreement.

Very truly yours,

Elizabeth M. Steele
<PAGE> 71

Exhibit C-2
to Asset Exchange Agreement
between
Jones Intercable, Inc. and
Time Warner Entertainment Company, L.P.
through its division,
Time Warner Cable Ventures

[ Date ]

This opinion letter is provided to you pursuant to the provisions of
Section 7.2.10 of the Asset Exchange Agreement (the "Agreement") dated as of
___________, 1995 by and between Jones Intercable, Inc., a Colorado corporation
("Jones") and Time Warner Entertainment Company, L.P. ("TWE"). The opinions
expressed herein relate only to the cable television systems (the "Systems")
owned and operated by Jones and serving the communities listed on Exhibit A
attached hereto. Unless otherwise defined herein, capitalized terms used in
this opinion letter shall have the respective meanings ascribed to them in the
Agreement.

We have acted as special communications counsel to Jones in connection
with the Agreement. Our role as special communications counsel to Jones has
been limited to matters specifically related to the Communications Act of 1934,
as amended (the "Communications Act"), the rules and regulations of the Federal
Communications Commission (the "FCC"), Section 111 of the Copyright Act of
1976, as amended (the "Copyright Act"), and the rules and regulations of the
United States Copyright Office (the "Copyright Office") pertinent thereto.

In our capacity as special communications counsel and in order to
provide the opinions rendered herein, we have examined the Agreement and
related schedules and exhibits thereto. We have also examined the available
public records of the FCC and the Copyright Office that were located in the
public reference room of each such federal agency's Washington D.C. office and
were made available for our review on ____________, and we have also examined
such other documents and papers and have made such investigations as we have
considered necessary or appropriate as a basis for the opinions hereinafter set
forth. In rendering the opinions herein expressed, we have assumed: (i) the
genuineness of all signatures on documents submitted to us; (ii) the legal
capacity of natural persons; (iii) the authenticity and completeness of all
documents submitted to us as originals; (iv) the conformity with original
documents of all documents submitted to us as certified, conformed or
photostatic copies or facsimiles; (v) the authority of the person or

<PAGE> 72
-2-

persons who executed any such documents on behalf of any person or entity; and
(vi) as to such person or entity, we have assumed that such person or entity
has all the requisite power and authority and has fulfilled all necessary
procedures to take and adopt the actions, or enter into the agreements, set
forth in such documents executed by him or it or on his or its behalf and to
effect the actions contemplated thereby and that such agreements constitute the
legal, valid and binding obligations of such parties.

As to factual matters relevant to the opinions below, we have also
assumed, and relied upon without any independent inquiry, verification or
examination by us, the accuracy and completeness of (i) all records of Jones and
the Systems made available to us; (ii) all statements, representations and
warranties of Jones set forth in the Agreement; (iii) all certificates provided
and statements made to us by agents and representatives of Jones; and (iv) the
publicly available records of the FCC and the Copyright Office at the time of
examination by us, and the absence of changes since the date of our examination.

Whenever an opinion herein with respect to the existence or absence of
facts is indicated to be based on our knowledge, it is intended to signify that
during the course of our representation of Jones in connection with the
Agreement, no information has come to the attention of the attorneys in our
firm working on this transaction which would give those attorneys actual
knowledge of the existence or absence of such facts. Other than our review of
available public records of the FCC and Copyright Office described above, we
have not undertaken any independent investigation to determine the existence or
absence of such facts and no inference as to our knowledge of the existence or
absence of such facts should be drawn from our serving as special
communications counsel to Jones.

The opinions stated herein relate only to the Systems, as described to
us by Jones and its agents. Except as specifically noted herein, the opinions
stated herein are limited strictly to such areas of compliance as can be
demonstrated by the available public records of the FCC and the Copyright
Office and do not purport to cover areas of compliance that can be determined
only through an inspection of the Systems, their work product, records or
operations.

We are qualified to practice law in the District of Columbia and we do
not purport to express opinions herein concerning the laws of any jurisdiction
other than the United States of America to the extent applicable hereto. Our
opinions are limited to the matters stated herein and no opinions may be
implied or inferred beyond the matters expressly stated herein. The opinions
stated herein are as of the date of this letter and we undertake no obligation
to advise the parties of any changes that may occur thereafter. In giving this
opinion, we have assumed without further investigation that the parties to the
Agreement have taken all necessary and proper steps to authorize the execution
and performance thereof.

<PAGE> 73
-3-

On the basis of the foregoing, and subject to the assumptions,
limitations and exceptions contained herein, it is our opinion that:

1. The System has submitted to the FCC all registration
statements and other filings, including annual cumulative signal leakage index
reports (FCC Form 320), annual employment reports (FCC Form 395-A) and Annual
Reports of Cable Television Systems (FCC Form 325, Schedule A) that are
required under the rules and regulations of the FCC except where the failure to
submit any such registration statement or filing would not have a material
adverse effect on the System's operations taken as a whole. The System's FCC
employment unit covering the System that his been required under the FCC'S
regulations to file FCC annual employment reports has been certified by the FCC
for compliance with the FCC's equal employment opportunity requirements for
each annual reporting period from and including 1988 through 1994, and the FCC
currently is reviewing the annual employment reports for the 1995 reporting
year. All frequencies within the restricted aeronautical and navigational bands
(i.e., 108-137 Mhz and 225-400 Mhz) that have been reported by the System or
its representatives as being used on the System have been authorized in all
material respects for such use by the FCC.

2. Jones holds the FCC licenses and receive-only earth station
registrations listed in Schedule B hereto and to our knowledge each such
license and registration is currently valid and has not been revoked by the
FCC. To our knowledge, based solely on the Systems' current operations as
described by Jones, Schedule B hereto lists all FCC licenses that are required
by the FCC to operate the Systems as presently operated.

3. Except with respect to general rulemakings and similar matters
relating generally to the cable television industry, to our knowledge there is
(i) no adverse judgment, decree or order that has been issued by the FCC
against Jones with respect to the Systems; and (ii) except as noted in
paragraph 4 to this letter, there is no FCC action, proceeding or investigation
pending by or before the FCC against the Systems or that, if adversely
determined, would have a material adverse effect on the Systems' operations
taken as a whole, It is possible that there may be matters pending before the
FCC relating to the Systems of which we do not have knowledge because such
matters have not yet been incorporated into the available public files of the
FCC.

4. Except as set forth in Schedule hereto, and without regard
to the merit of such matters listed on the Schedule, to the best of our
knowledge, based on information provided by Jones and our review of unofficial
logs compiled by the FCC's independent contractor of Forms 328 and 329 filed
with the FCC as of 199 , none of the Jones Systems' franchising authorities
have sought certification from the FCC to regulate basic service and equipment
rates, and there have been no complaints filed with the FCC with respect to
rates or cable programming services. It may be possible that such Forms 328 and
329 of which we do not have knowledge have been filed with the FCC

<PAGE> 74
-4-

but have not yet been incorporated into the unofficial logs compiled by the
FCC's independent contractor.

5. During the accounting periods in which Jones has owned the
Systems, all Statements of Account (collectively the "Copyright Filings") that
are required under Section 111 of the Copyright Act for accounting periods
beginning with the second accounting period of 1992 in connection with the
retransmission of any broadcast television signals on the Systems have been
filed with the Copyright Office. We have not conducted an audit of the
Copyright Filings and related royalty payments and therefore express no opinion
as to whether the amounts of the royalty payments or the statements or the
representations made therein are correct. Based on the Copyright Office's
available public records, there are no outstanding inquiry letters issued by
the Copyright Office to Jones concerning any of the Copyright Filings or
related royalty payments made with respect to the Systems. It is possible that
there may be matters pending before the Copyright Office relating to the
Copyright Filings, the Systems or Jones of which we do not have knowledge
because such matters have not yet been incorporated into the available public
files of the Copyright Office. To our knowledge, there is no pending claim,
action, demand or litigation by any other person with respect to the Copyright
Filings or related royalty payments made by the Systems.

6. To the best of our knowledge, based solely on information
provided by Jones, Jones and its affiliated partnerships in which Jones was a
general partner have owned each of the Jones Systems for more than 36 months
following their acquisition. Jones and its affiliated partnerships have
complied in all material respects with Section 76.502 of the FCC's rules and
regulations in connection with the transfer of the Jones System to TWE. For
purposes of this opinion, we assume that the information supplied in each
completed FCC Form 394 filed with a franchising authority is accurate and
complete.

7. Except as noted below and except for consents already
obtained, the execution, delivery and performance by Jones of the Agreement
does not require the approval of the FCC and will not be contrary to the
Communications Act or the rules and regulations of the FCC. Prior to exercising
any right to control or operate the Systems pursuant to the Agreement, TWE must
comply with the Communications Act and the FCC's rules and regulations,
including but not limited to any applicable prohibition on cross-ownership of
media interests.

This opinion is solely for your information in connection with the
transaction described herein. It may not be quoted in whole or in part or
otherwise referred to, nor may
<PAGE> 75
-5-

it be filed with or furnished to any governmental agency or other person,
without the prior written consent of this firm.

Sincerely,

DOW, LOHNES & ALBERTSON

By: __________________________
<PAGE> 76
EXHIBIT D
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF JONES ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT is entered into ______________, 1995,
between Jones Intercable, Inc., a Colorado corporation ("Jones"), and Time
Warner Entertainment Company, L.P., a Delaware limited partnership, through its
division, Time Warner Cable Ventures ("TWE").

WHEREAS, pursuant to the Asset Exchange Agreement dated as of
September 1, 1995 (the "Exchange Agreement"), between Jones and TWE, Jones has
agreed to convey, assign and transfer to TWE substantially all of the assets of
Jones' cable television systems that are franchised or hold other operating
authority and operate in and around Hilo, Hawaii; Lodi, Ohio; and Manitowac,
Ripon, Lake Geneva and Kenosha, Wisconsin (the "Jones Systems"); and

WHEREAS, as further consideration for the sale to TWE of the Jones
Systems, the Exchange Agreement requires that TWE assume as of the Closing
Date (as defined in the Exchange Agreement) and agree to pay and discharge when
due, certain liabilities and obligations of Jones relating to the Jones
Systems, all as more specifically described in the Exchange Agreement. All
capitalized terms not defined herein shall have the meanings ascribed in the
Exchange Agreement.

NOW, THEREFORE, in consideration of the sale, conveyance, assignment,
transfer and delivery of the Jones Systems by Jones to TWE and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Jones and TWE hereby agree as follows:

1. Assumption of Liabilities. As of the Closing Date, TWE hereby
assumes, and shall pay, discharge and perform the following: (i) all
liabilities and obligations with respect to acts, omissions or events occurring
subsequent to the Closing Date under any Jones Franchise, Jones License or
Jones Contract; (ii) other obligations and liabilities of Jones only to the
extent there was an adjustment in favor of TWE with respect thereto pursuant to
Section 2.8 of the Exchange Agreement; and (iii) all obligations and
liabilities arising out of TWE's ownership of the Jones Assets or operation of
the Jones Systems after the Closing Date.

Exhibit D - Page 1
<PAGE> 77
2. Retention of Rights. Nothing contained herein shall be deemed
to alter, modify, expand or diminish the terms and provisions set forth in the
Exchange Agreement, including the representations, warranties and covenants of
the parties contained therein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their respective names and attested to by their duly authorized
officers as of the date first above written.

JONES INTERCABLE, INC., A COLORADO CORPORATION

By:_____________________________________________
Name:___________________________________________
Title:__________________________________________

TIME WARNER ENTERTAINMENT COMPANY,
L.P., A DELAWARE LIMITED PARTNERSHIP, THROUGH ITS
DIVISION, TIME WARNER CABLE VENTURES

By:_____________________________________________
Name:___________________________________________
Title:__________________________________________

Exhibit D - Page 2
<PAGE> 78
EXHIBIT E
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF TWE ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT is entered into __________, 1995, between
Time Warner Entertainment Company, L.P., a Delaware limited partnership
("TWE"), through its division, Time Warner Cable Ventures, and Jones
Intercable, Inc., a Colorado corporation ("Jones").

WHEREAS, pursuant to the Asset Exchange Agreement dated as of
September 1, 1995 (the "Exchange Agreement"), between TWE and Jones, TWE has
agreed to convey, assign and transfer to Jones substantially all of the assets
of TWE's cable television system that is franchised or holds other operating
authority and operates in and around Savannah, Georgia (the "TWE System"); and

WHEREAS, as further consideration for the sale to Jones of the TWE
System, the Exchange Agreement requires that Jones assume as of the Closing
Date (as defined in the Exchange Agreement) and agree to pay and discharge when
due, certain liabilities and obligations of TWE relating to the TWE System, all
as more specifically described in the Exchange Agreement. All capitalized terms
not defined herein shall have the meanings ascribed in the Exchange Agreement.

NOW, THEREFORE, in consideration of the sale, conveyance, assignment,
transfer and delivery of the TWE System by TWE to Jones and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, TWE and Jones hereby agree as follows:

1. Assumption of Liabilities. As of the Closing Date, Jones hereby
assumes, and shall pay, discharge and perform the following: (i) all
liabilities and obligations with respect to acts, omissions or events occurring
subsequent to the Closing Date under any TWE Franchise, TWE License or TWE
Contract; (ii) other obligations and liabilities of TWE only to the extent there
was an adjustment in favor of Jones with respect thereto pursuant to Section
2.8 of the Exchange Agreement; and (iii) all obligations and liabilities
arising out of Jones' ownership of the TWE Assets or operation of the TWE
System after the Closing Date.

Exhibit E - Page 1
<PAGE> 79
2. Retention of Rights. Nothing contained herein shall be deemed
to alter, modify, expand or diminish the terms and provisions set forth in the
Exchange Agreement, including the representations, warranties and covenants of
the parties contained therein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.

TIME WARNER ENTERTAINMENT COMPANY,
L.P., A DELAWARE LIMITED PARTNERSHIP, THROUGH ITS
DIVISION, TIME WARNER CABLE VENTURES

By:_____________________________________________
Name:___________________________________________
Title:__________________________________________

JONES INTERCABLE, INC., A COLORADO CORPORATION

By:_____________________________________________
Name:___________________________________________
Title:__________________________________________

Exhibit E - Page 2
<PAGE> 80
EXHIBIT F
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF BILL OF SALE AND ASSIGNMENT FROM TWE

THIS BILL OF SALE AND ASSIGNMENT, dated as of ________, 1995, is given
by Time Warner Entertainment Company, L.P., a Delaware limited partnership
("TWE"), through its division, Time Warner Cable Ventures, to Jones Intercable,
Inc., a Colorado corporation ("Jones").

RECITALS

TWE and Jones have entered into an Asset Exchange Agreement dated as
of September 1, 1995 (the "Agreement"), providing, among other things, for the
assignment and transfer by TWE to Jones of substantially all of the tangible
and intangible assets of TWE's cable television system that is franchised or
holds other operating authority and operates in and around Savannah, Georgia
(the "TWE System"). All capitalized terms not defined herein shall have the
meanings ascribed in the Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, TWE conveys, assigns, transfers and delivers to Jones,
free and clear of all Liens (except Liens for ad valorem Taxes not yet due and
payable), and with full warranties of title and with full substitution and
subrogation to all rights and actions of warranty against all preceding owners,
all right, title and interest of TWE in all of the TWE Assets, excluding the
TWE Excluded Assets and the TWE Assets listed on Exhibit F, but including the
following:

(a) All of the equipment, plant, inventory, spare parts, supplies
and other tangible personal property that are owned or leased by TWE and used
or useful as of the date hereof in the conduct of the business or operations of
the TWE System, including without limitation the items described on Exhibit A.

(b) All of the fee estates and buildings and other improvements
thereon, leasehold interests in real estate, private easements, private rights
to access, private rights-of-way, and other real property interests owned or
leased by TWE, and used or useful as of the date

Exhibit F - Page 1
<PAGE> 81
hereof in the conduct of the business or operations of the TWE System,
including without limitation the interests described on Exhibit B.

(c) All municipal, county and state franchises, franchise
applications, authorizations and permits relating to the TWE System, including
without limitation the items described on Exhibit C.

(e) All rights of TWE to payment for services rendered by TWE
prior to the date hereof in connection with the operation of the TWE System, as
reflected on the billing records of TWE.

(f) All domestic satellite, business radio, CARS, microwave and
other licenses, and all authorizations and permits relating to the TWE System
granted to TWE by any Governmental Authority, except any public easements or
rights-of-way related thereto, including without limitation the items
described on Exhibit E.

(g) All of TWE's proprietary information, technical information
and data, machinery and equipment warranties, maps, computer disks and tapes,
plans, diagrams, blueprints and schematics relating to the TWE System,
including filings with the FCC.

(h) All books and records relating to the business or operations
of the TWE System.

(i) The goodwill and going concern value generated by TWE with
respect to the TWE System.

(j) All intangible assets of TWE relating to the TWE System not
specifically described above.

TO HAVE AND TO HOLD the TWE Assets unto Jones, its successors and
assigns, forever, and TWE hereby warrants and agrees to defend title to the
same against all lawful claims of any Person.

TWE shall execute and deliver to Jones such further instruments of
conveyance as may be reasonably necessary to convey the TWE Assets,

This Bill of Sale and Assignment is executed and delivered pursuant to
the Agreement, subject to the covenants, representations, warranties, and other
provisions thereof. No provision set forth in this Bill of Sale and Assignment
shall be deemed to enlarge, alter or amend the terms or provisions of the
Agreement.

Exhibit F - Page 2
<PAGE> 82
TWE has executed this Bill of Sale and Assignment as of the date first
above written.

TIME WARNER ENTERTAINMENT COMPANY,
L.P., A DELAWARE LIMITED PARTNERSHIP, THROUGH
ITS DIVISION, TIME WARNER CABLE VENTURES

By: _________________________________________
Name: _______________________________________
Title: ______________________________________

Exhibit F - Page 3
<PAGE> 83
\ EXHIBIT G-1
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF TWE'S COUNSEL OPINION

Attached.

Exhibit G-1 - Page 1
<PAGE> 84
(Date)

Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attn: President

Re: Asset Exchange Agreement dated August ___, 1995 (the
"Agreement") between Time Warner Entertainment Company, L.P.,
a Delaware limited partnership, through its division, Time
Warner Cable Ventures ("TWE"), and Jones Intercable, Inc.,
a Colorado corporation

Ladies and Gentlemen:

I have acted as corporate counsel for TWE in connection with the
transactions contemplated by the Agreement. This opinion is rendered to you in
accordance with Section 7.3.11 of the Agreement. Capitalized terms used herein
without definition shall have the same meanings as in the Agreement.

In my capacity as such counsel, I have examined originals, or copies
identified to my satisfaction as being true copies, of such records, documents
or other instruments as in my judgment are necessary or appropriate to enable
me to render the opinions expressed herein. I also have made such other
inquiries and investigations of fact and law as I have deemed necessary as a
basis for the opinions herein expressed. In addition, as to certain questions
of fact, I have obtained and relied upon such statements and certificates from
public officials and officers and other representatives of TWE as I have deemed
necessary. In preparation of my opinion, nothing has come to my attention that
casts any doubt upon the accuracy of the factual material I have relied upon,
and I believe it is reasonable for me to rely on such factual material. 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 copies.

Based upon the foregoing, and subject to the limitations,
qualifications and exceptions set forth below, I am of the opinion that:

1. TWE is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has all
requisite power and authority to own and lease the TWE Assets and to conduct
its activities and carry on its business as such activities and businesses are
currently conducted. TWE has made all necessary filings to do business as a
foreign partnership in the States of Georgia and South Carolina.
<PAGE> 85
Jones Intercable, Inc.
Page 2

2. TWE has full partnership power and authority to execute,
deliver and perform the Agreement and to consummate the transactions
contemplated thereby. The execution, delivery and performance of the Agreement
and the consummation of the transactions contemplated thereby on the part of
TWE have been duly and validly authorized and approved by all necessary action
on the part of TWE. The Agreement has been duly and validly executed and
delivered by TWE, and is the valid and binding obligation of TWE, enforceable
against TWE in accordance with its terms, except as may be limited by (i) the
effects of bankruptcy, insolvency, moratorium, reorganization, and other laws
of general application affecting the rights of creditors, (ii) general
principles of equity, regardless of whether enforceability is considered in an
action at law or in equity, or (iii) constitutional, statutory, common law or
judicial requirements of notice and due process.

3. Except as set forth in Schedule 3.7 or on any other Schedule
to the Agreement, the execution, delivery, and performance by TWE of the
Agreement does not and will not: (i) violate any provision of any Legal
Requirement; (ii) conflict with or violate any provision of the certificate of
limited partnership or agreement of limited partnership of TWE; (iii) to my
actual knowledge, conflict with, violate, result in a breach of, constitute a
default under (without regard to requirements of notice, lapse of time, or
elections of other Persons, or any combination thereof), accelerate or permit
the acceleration of the performance required by, any TWE Contract; (iv) to my
actual knowledge, result in the creation or imposition of any Lien against or
upon any of the TWE Assets; or (v) to my actual knowledge, require any consent,
approval, or authorization of, or filing of any certificate, notice,
application, report, or other document with, any Governmental Authority or
other Person.

This opinion related solely to the effects of the Delaware Revised
Uniform Limited Partnership Act and the laws of the State of Colorado, and does
not relate to the laws of any other jurisdiction. To the extent that any matter
with respect to which an opinion is rendered herein is governed by the laws of
any other state, I have, with your permission, assumed that the laws of such
state are identical to the laws of the State of Colorado. This opinion is
rendered only to you and is solely for your benefit in connection with the
Agreement and the transactions contemplated thereby. This opinion may not be
relied upon by any other person for any purpose without my prior written
consent.

Sincerely,
<PAGE> 86
EXHIBIT G-2
TO ASSET EXCHANGE AGREEMENT BETWEEN
JONES INTERCABLE, INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.,
THROUGH ITS DIVISION, TIME WARNER CABLE VENTURES

FORM OF TWE'S FCC COUNSEL OPINION
[DATE]

Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attn: President

This opinion letter is provided to you pursuant to the provisions of
Section 7.3.11 of the Asset Exchange Agreement (the "Agreement) dated as of
September 1, 1995 by and between Jones Intercable, Inc., a Colorado corporation
("Jones"), and Time Warner Entertainment Company, L.P., a Delaware limited
partnership ("TWE"), through its division, Time Warner Cable Ventures. The
opinions expressed herein relate only to the cable television system (the
"System") owned and operated by TWE and serving the communities listed on
Exhibit A attached hereto. Unless otherwise defined herein, capitalized terms
used in this opinion letter shall have the respective meanings ascribed to them
in the Agreement.

We have acted as special communications counsel to TWE in connection
with the Agreement. Our role as special communications counsel to TWE has been
limited to matters specifically related to the Communications Act of 1934, as
amended (the "Communications Act"), the rules and regulations of the Federal
Communications Commission (the "FCC"), Section 111 of the Copyright Act of 1976,
as amended (the "Copyright Act"), and the rules and regulations of the United
States Copyright Office (the "Copyright Office") pertinent thereto.

In our capacity as special communications counsel and in order to
provide the opinions rendered herein, we have examined the Agreement and
related schedules and exhibits thereto. We have also examined the available
public records of the FCC and the Copyright Office that were located in the
public reference room of each such federal agency's Washington, D.C. office and
were made available for our review on ____________, and we have also examined
such other documents and papers and have made such investigations as we have
considered necessary or appropriate as a basis for the opinions hereinafter
set forth. In rendering the opinions herein expressed, we have assumed: (i)
the genuineness of all signatures on documents submitted to us; (ii) the legal
capacity of natural persons; (iii) the authenticity and completeness of all
documents

Exhibit G-2 - Page 1
<PAGE> 87
submitted to us as originals; (iv) the conformity with original documents of
all documents submitted to us as certified, conformed or photostatic copies or
facsimiles; (v) the authority of the person or persons who executed any such
documents on behalf of any person or entity; and (vi) as to such person or
entity, we have assumed that such person or entity has all the requisite power
and authority and has fulfilled all necessary procedures to take and adopt the
actions, or enter into the agreements, set forth in such documents executed by
him or it or on his or its behalf and to effect the actions contemplated
thereby and that such agreements constitute the legal, valid and binding
obligations of such parties.

As to factual matters relevant to the opinions below, we have also
assumed, and relied upon without any independent inquiry, verification or
examination by us, the accuracy and completeness of (i) all records of TWE and
the System made available to us; (ii) all statements, representations and
warranties of TWE set forth in the Agreement; (iii) all certificates provided
and statements made to us by agents and representatives of TWE; and (iv) the
publicly available records of the FCC and the Copyright Office at the time of
examination by us, and the absence of changes since the date of our
examination.

Whenever an opinion herein with respect to the existence or absence of
facts is indicated to be based on our knowledge, it is intended to signify that
during the course of our representation of TWE in connection with the
Agreement, no information has come to the attention of the attorneys in our
firm working on this transaction which would give those attorneys actual
knowledge of the existence or absence of such facts. Other than our review of
available public records of the FCC and Copyright Office described above, we
have not undertaken any independent investigation to determine the existence or
absence of such facts and no interference as to our knowledge of the existence
or absence of such facts should be drawn from our serving as special
communications counsel to TWE.

The opinions stated herein relate only to the System, as described to
us by TWE and its agents. Except as specifically noted herein, the opinions
stated herein are limited strictly to such areas of compliance as can be
demonstrated by the available public records of the FCC and the Copyright
Office and do not purport to cover areas of compliance that can be determined
only through an inspection of the System, its work product, records or
operations.

Exhibit G-2 - Page 2
<PAGE> 88
On the basis of the foregoing, and subject to the assumptions,
limitations and exceptions contained herein, it is our opinion that:

1. TWE has submitted to the FCC all registration statements and
other filings, including annual cumulative signal leakage index reports (FCC
Form 320), annual employment reports (FCC Form 395-A) and Annual Reports of
Cable Television Systems (FCC Form 325, Schedule A) that are required under the
rules and regulations of the FCC except where the failure to submit any such
registration statement or filing would not have a material adverse effect on
the System's operations taken as a whole. TWE's FCC employment unit covering
the System has been certified by the FCC for compliance with the FCC's equal
employment opportunity requirements for each annual reporting period from and
including 1988 through 1994, and the FCC currently is reviewing the annual
employment report for the 1995 reporting year. All frequencies within the
restricted aeronautical and navigational bands (i.e., 108-137 Mhz and 225-400
Mhz) that have been reported to us by TWE or its representatives as being used
on the System have been authorized in all material respects for such use by the
FCC.

2. TWE holds the FCC licenses and receive-only earth station
registrations listed in Schedule B hereto and to our knowledge each such
license and registration is currently valid and has not been revoked by the
FCC. To our knowledge, based solely on the System's current operations as
described by TWE, Schedule B hereto lists all FCC licenses that are required by
the FCC to operate the System as presently operated.

3. Except with respect to general rulemakings and similar matters
relating generally to the cable television industry, to our knowledge there is
(i) no adverse judgment, decree or order that has been issued by the FCC
against TWE with respect to the System; and (ii) except as noted in paragraph 4
to this letter, there is no FCC action, proceeding or investigation pending by
or before the FCC against the System or that, if adversely determined, would
have a material adverse effect on the System's operations taken as a whole. It
is possible that there may be matters pending before the FCC relating to the
System of which we do not have knowledge because such matters have not yet been
incorporated into the available public files of the FCC.

4. Except as set forth in Schedule ___ hereto, and without regard
to the merit of such matters listed on the Schedule, to the best of our
knowledge, based on information provided by TWE and our review of unofficial
logs compiled by the FCC's independent contractor of Forms 328 and 329 filed
with the FCC as of __________, 19__, none of the System's franchising
authorities have sought certification from the FCC to regulate basic service
and equipment rates, and there have been no complaints filed with the FCC with
respect to rates or cable programming services. It may be possible that such
Forms 328 and 329 of which we do not have knowledge have been filed with the
FCC but have not yet been incorporated into the unofficial logs compiled by the
FCC's independent contractor.

Exhibit G-2 - Page 3
<PAGE> 89
5. During the accounting periods in which TWE has owned the
System, all Statements of Account (collectively the "Copyright Filings") that
are required under Section 111 of the Copyright Act for accounting periods
beginning with the second accounting period of 1992 in connection with the
retransmission of any broadcast television signals on the System have been
filed with the Copyright Office. We have not conducted an audit of the
Copyright Filings and related royalty payments and therefore express no opinion
as to whether the amounts of the royalty payments or the statements or the
representations made therein are correct. Based on the Copyright Office's
available public records, there are no outstanding inquiry letters issued by
the Copyright Office to TWE concerning any of the Copyright Filings or related
royalty payments made with respect to the System. It is possible that there may
be matters pending before the Copyright Office relating to the Copyright
Filings, the System or TWE of which we do not have knowledge because such
matters have not yet been incorporated into the available public files of the
Copyright Office. To our knowledge, there is no pending claim, action, demand
or litigation by any other person with respect to the Copyright Filings or
related royalty payments made by the System.

6. To the best of our knowledge, based solely on information
provided by TWE, TWE has owned the System for more than 36 months following its
acquisition. TWE has complied in all material respects with Section 76.502 of
the FCC's rules and regulations in connection with the transfer of the System
to Jones. For purposes of this opinion, we assume that the information supplied
in each completed FCC Form 394 filed with a franchising authority is accurate
and complete.

7. Except as noted below and except for consents already
obtained, the execution, delivery and performance by TWE of the Agreement does
not require the approval of the FCC and will not be contrary to the
Communications Act or the rules and regulations of the FCC. Prior to exercising
any right to control or operate the System pursuant to the Agreement, Jones
must comply with the Communications Act and the FCC's rules and regulations,
including but not limited to any applicable prohibition on cross-ownership of
media interests.

This opinion is solely for your information in connection with the
transaction described herein. It may not be quoted in whole or in part or
otherwise referred to, nor may it be filed with or furnished to any
governmental agency or other person, without the prior written consent of this
firm.

Sincerely,

BRYAN CAVE

By: ______________________

Exhibit G-2 - Page 4